What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 339 added, 400 removed, 1227 unchanged (38% of the section changed)

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Teledyne’s disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that it files or submits, under the Exchange Act, was 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.

The Company’s Chairman, President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have evaluated the effectiveness, as of January 1, 2023, of the Company’s “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures as of January 1, 2023, are effective.

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

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures as of December 31, 2023, are effective.

Internal Controls

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See Report of Independent Registered Public Accounting Firm on page 38 for Deloitte & Touche LLP’s attestation report on the Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting.

There was no change in the Company’s “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended January 1, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

There also were no material weaknesses identified for which corrective action needed to be taken.

Sarbanes-Oxley Disclosure Committee

The Company maintains a Sarbanes-Oxley Disclosure Committee, which is comprised of senior representatives of the Company, including members of our finance, accounting, tax, internal audit and legal departments.

The Company maintains a Sarbanes-Oxley Disclosure Committee, which is comprised of senior representatives of the Company, including members of its accounting, finance, human resources, information technology, internal audit, legal and tax departments.

Among its tasks, the Sarbanes-Oxley Disclosure Committee discusses and reviews disclosure issues to help us fulfill our disclosure obligations on a timely basis in accordance with SEC rules and regulations and is intended to be used as an additional resource for employees to raise questions regarding accounting, auditing, internal controls and disclosure matters.

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Other Information

Director and Officer Trading Arrangements

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required by this item is set forth in the 2023 Proxy Statement under the captions “Executive Management”, “Item 1 on Proxy Card - Election of Directors,” “Board Composition and Practices,” “Corporate Governance,” “Committees of Our Board of Directors - Audit Committee” and “Report of the Audit Committee” and is incorporated herein by reference.

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

Management”, “Item 1 on Proxy Card - Election of Directors,” “Board Composition and Practices,” “Corporate Governance,” “Committees of Our Board of Directors - Audit Committee” and “Report of the Audit Committee” and is incorporated herein by reference.

Executive Compensation

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(1) Financial Statements

See the “Index to Financial Statements and Related Information” on page 3 6 of this Report, which is incorporated herein by

See the “Index to Financial Statements and Related Information” on page 36 of this Report, which is incorporated herein by reference.

(2) Financial Statement Schedules

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We are also responsible for establishing and maintaining adequate internal control over financial reporting.

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 1, 2023.

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria) in Internal Control - Integrated Framework .

Our evaluation included reviewing the documentation of our controls, evaluating the design effectiveness of our controls and testing their operating effectiveness.

Based on this evaluation we believe that, as of January 1, 2023, the Company’s internal controls over financial reporting were effective.

Based on this evaluation we believe that, as of December 31, 2023, the Company’s internal controls over financial reporting were effective.

Deloitte and Touche LLP, our independent registered public accounting firm, has issued its report on the effectiveness of Teledyne’s internal control over financial reporting.

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February 23, 2024

/s/ ROBERT MEHRABIAN

Robert Mehrabian

Chairman, President and Chief Executive Officer

/s/ EDWIN ROKS

Chief Executive Officer

February 23, 2024

/s/ STEPHEN F.

Senior Vice President and Chief Financial Officer

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Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of January 1, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 1, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 1, 2023, of the Company and our report dated February 24, 2023, expressed an unqualified opinion on those financial statements.

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

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

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

Basis for Opinion

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Teledyne Technologies Incorporated and subsidiaries (the "Company") as of January 1, 2023 and January 2, 2022, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended January 1, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 1, 2023 and January 2, 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 1, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 1, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

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

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

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

Basis for Opinion

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill and Indefinite-Lived Trademarks – FLIR Reporting Unit and Trademarks - Refer to Notes 2, 3, and 6 to the financial statements

Goodwill – Refer to Notes 2, 4, and 6 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill and indefinite lived intangible assets for impairment involves the comparison of the fair value of each reporting unit and indefinite lived intangible asset to the respective carrying value.

The Company performed annual impairment tests using quantitative approaches for the FLIR reporting unit goodwill and the FLIR indefinite lived trademarks.

As of the annual impairment test date, the carrying value of the FLIR reporting unit goodwill and the FLIR indefinite lived trademarks were $5,748.0 million and $685.0 million, respectively.

Management used a combination of the discounted cash flow approach and the market approach to estimate fair value of the FLIR reporting unit, and the relief from royalty approach to estimate fair value of the FLIR indefinite lived trademarks.

The estimation of fair value using these quantitative approaches requires management to make significant estimates and assumptions related to future revenue projections and the selected discount rates.

Given the estimation of fair value of both the FLIR reporting unit and FLIR indefinite lived trademarks requires management to make significant estimates and assumptions related to the forecasts of future revenue projections and the selection of the discount rates, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our internal fair value specialists.

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to the respective carrying value.

For goodwill impairment testing using the quantitative approach, the Company used a combination of the discounted cash flow approach and the market approach to estimate fair value of the FLIR reporting unit.

The Company’s goodwill balance was $8,002.8 million as of December 31, 2023, of which $5,874.6 million was allocated to the FLIR reporting unit.

The application of the discounted cash flow model requires management to make significant estimates and assumptions related to projected revenues and the selected discount rate.

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

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenue projections and the discount rate used to estimate the fair value of the FLIR reporting unit and the FLIR indefinite lived trademark as of the impairment test date included the following, among others:

• We tested the effectiveness of management’s controls over the forecasted future revenue projections and the selected discount rate used to both estimate the fair value and perform the quantitative impairment tests for the FLIR reporting unit and FLIR indefinite lived trademarks.

• We evaluated the reasonableness of the revenue projections by comparing them to (1) FLIR and third-party historical financial data, (2) current economic factors and analyst reports of FLIR and companies in its peer group, and (3) the Company’s similar historical acquisitions and reporting units.

• We performed a sensitivity analysis by varying projected revenue assumptions.

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

• With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates of the discount rates and comparing those to the discount rates selected by management.

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the goodwill acquired included the following, among others:

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

• We evaluated the reasonableness of the revenue projections by comparing them to (1) FLIR and third-party historical financial data, (2) current economic factors and analyst reports of the Company and companies in its peer group, (3) industry reports, (4) assumptions used by the Company in its budgeting process, and (5) order backlog.

• We performed a sensitivity analysis by varying the projected revenue and selected discount rate assumptions.

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

Indefinite-Lived Trademarks – Refer to Notes 2, 4, and 6 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of indefinite-lived trademarks for impairment involves the comparison of the fair value of indefinite-lived trademark to the respective carrying value.

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

The FLIR indefinite-lived trademark balance was $685.3 million as of December 31, 2023, which is a component of the Company’s intangible assets balance of $2,278.1 million as of December 31, 2023.

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

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

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the goodwill acquired included the following, among others:

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

• We evaluated the reasonableness of the revenue projections by comparing them to (1) FLIR and third-party historical financial data, (2) current economic factors and analyst reports of the Company and companies in its peer group, (3) industry reports, (4) assumptions used by the Company in its budgeting process, and (5) order backlog.

• We performed a sensitivity analysis by varying the projected revenues, the selected royalty rate, and discount rate assumptions.

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

/s/ Deloitte & Touche LLP

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Comprehensive income (loss) attributable to Teledyne $ 978.1 $ 492.1 $ 445.4

(a) Net of income tax expense of $ 25.0 million in 2022, income tax expense of $ 11.7 million for 2021 and income tax benefit of $ 9.8 million for 2020.

(a) Net of income tax expense of $ 3.8 million in 2023, income tax expense of $ 25.0 million for 2022 and income tax expense of $ 11.7 million for 2021.

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

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CONSOLIDATED BALANCE SHEETS

For the Fiscal Years Ended January 1, 2023 and January 2, 2022

For the Fiscal Years Ended December 31, 2023 and January 1, 2023

(in millions, except share amounts)

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Issued shares:

47,194,766 at January 1, 2023, and 47,194,766 at January 2, 2022;

47,331,845 at December 31, 2023, and 47,194,766 at January 1, 2023;

outstanding shares:

46,912,635 at January 1, 2023, and 46,692,296 at January 2, 2022

47,331,845 at December 31, 2023, and 46,912,635 at January 1, 2023

Additional paid-in capital 4,407.3 4,353.4

Retained earnings 5,447.5 4,561.8

Treasury stock, 282,131 at January 1, 2023 and 502,470 at January 2, 2022

( 20.0 ) ( 38.8 )

Treasury stock, — at December 31, 2023 and 282,131 at January 1, 2023

Accumulated other comprehensive income (loss) ( 634.1 ) ( 726.5 )

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Income (Loss) Total

Balance, December 29, 2019 $ 0.4 $ 360.5 $ 2,926.0 $ ( 96.4 ) $ ( 475.8 ) $ 2,714.7

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

Net income (loss) — — 445.3 — — 445.3

Other comprehensive income (loss), net of tax — — — — 0.1 0.1

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

Treasury stock issued — ( 20.7 ) — 20.7 — —

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Other comprehensive income (loss), net of tax — — — — ( 296.5 ) ( 296.5 )

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

Treasury stock issued — ( 18.8 ) — 18.8 — —

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Treasury stock issued — ( 20.0 ) — 20.0 — —

Stock-based compensation — 31.5 — — — 31.5

Stock-based compensation and other — 28.5 — — — 28.5

Exercise of stock options — 45.4 — — — 45.4

Balance, January 1, 2023 $ 0.5 $ 4,353.4 $ 4,561.8 $ ( 20.0 ) $ ( 726.5 ) $ 8,169.2

Balance, December 31, 2023 $ 0.5 $ 4,407.3 $ 5,447.5 $ — $ ( 634.1 ) $ 9,221.2

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

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Accrued expenses and other liabilities 49.7 ( 344.2 ) ( 5.7 )

Deferred and income taxes payable, net ( 35.2 ) ( 21.4 ) ( 28.8 )

Deferred taxes and income taxes receivable (payable), net ( 230.9 ) ( 35.2 ) ( 21.4 )

Other, net ( 12.9 ) ( 28.2 ) 11.2

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Financing Activities

Net proceeds (repayments) from credit facility ( 125.0 ) — —

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

Payments on other debt ( 553.9 ) ( 174.8 ) ( 1,141.7 )

Liquidations of cross currency swap 43.1 — —

Liquidations (maturities) of cross currency swap ( 13.5 ) 43.1 —

Proceeds from stock options exercised 45.4 23.6 25.4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 1, 2023

December 31, 2023

Description of Business

Teledyne Technologies Incorporated (“Teledyne” or the “Company”) provides enabling technologies for industrial growth markets that require advanced technology and high reliability.

These markets include factory automation and condition monitoring, aerospace and defense, air and water quality environmental monitoring, electronics design and development, medical imaging and pharmaceutical research, oceanographic research, and deepwater energy exploration and production.

Following the 2021 acquisition of FLIR Systems, Inc.

(“FLIR”), the Company further evolved into a global sensing and decision-support technology company, providing specialty sensors, cameras, instrumentation, algorithms and software across the electromagnetic spectrum, as well as unmanned systems, in the subsea, land and air domains.

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

The Company believes that technological capabilities and innovation and the ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in the markets and industries in which it competes.

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.

Teledyne’s 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.

The Company also supply engineered systems for defense, space, environmental and energy applications.

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

The Company believes that its technological capabilities, innovation and ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in the markets and industries in which it competes.

The Company’s businesses are aligned in four segments:

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The Company operates on a 52- or 53-week fiscal year convention ending on the Sunday nearest to December 31.

Fiscal year 2022 was a 52-week fiscal year and ended on January 1, 2023.

Fiscal year 2023 was a 52-week fiscal year and ended on December 31, 2023.

Fiscal year 2022 was a 52-week fiscal year and ended on January 1, 2023.

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References to the years 2023, 2022 and 2021 are intended to refer to the respective fiscal year unless otherwise noted.

Basis of Presentation

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

In the current year, gain (loss) on debt extinguishment is presented as separate line item on the income statement.

Principles of Consolidation

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Intercompany accounts and intercompany transactions have been eliminated.

Business Acquisitions

Business acquisitions are accounted for under the acquisition method by assigning the purchase price to tangible and intangible assets acquired and liabilities assumed.

Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill.

Foreign Currency Translation

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Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid money-market mutual funds and bank deposits with maturities of three months or less when purchased.

Cash and cash equivalents include cash on hand and highly liquid money-market mutual funds with maturities of three months or less when purchased.

Accounts Receivable, Contract Assets and Contract Liabilities

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities).

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables

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

Under the typical payment terms of the Company’s over time contracts, the customer pays the Company either performance-based payments or progress payments.

Amounts billed

and due from the Company's customers are classified as receivables on the consolidated balance sheets.

Amounts billed and due from the Company’s customers are classified as receivables on the consolidated balance sheets.

The Company may receive interim payments as work progresses, although for some contracts, the Company may be entitled to receive an advance payment.

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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 reserves 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 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.

Property, Plant and Equipment

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However, for certain reporting units the Company may perform a quantitative impairment test more frequently.

The Company performed a quantitative impairment test for all of its reporting units in 2023.

The Company reviews intangible and other long-lived assets subject to depreciation or amortization for impairment whenever events or circumstances indicate that the carrying value of the asset may not be recoverable.

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Some of the Company’s products are subject to standard warranties, and the Company reserves for the estimated cost of product warranties on a product-specific basis.

Facts and circumstances related to a product warranty matter and cost estimates

to return, repair and/or replace the product are considered when establishing a product warranty reserve.

Facts and circumstances related to a product warranty matter and cost estimates to return, repair and/or replace the product are considered when establishing a product warranty reserve.

The adequacy of preexisting warranty reserves 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, which are typically one year .

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This type of revenue arrangement is typical for our commercial contracts within the Digital Imaging, Instrumentation, and Aerospace and Defense Electronics segments.

In limited circumstances, customer specified acceptance criteria exist.

If the Company cannot objectively demonstrate that the product meets those specifications prior to the shipment, the revenue is deferred until customer acceptance is obtained.

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The transaction price in these arrangements may include estimated amounts of variable consideration, including award fees, incentive fees, contract amounts not yet funded, or other provisions that can either increase or decrease the transaction price.

The Company estimates variable consideration at the amount to which it expects to be entitled, and the Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved.

The estimation of this variable consideration and determination of whether to include estimated

amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

The Company estimates variable

consideration at the amount to which it expects to be entitled, and the Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the estimation uncertainty is resolved.

The estimation of this variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available to us.

The majority of the Company’s over time contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

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The effect of a contract modification on the transaction price and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

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 our performance obligations.

This EAC process requires management judgment relative to assessing risks, estimating contract revenue, determining reasonably dependable cost estimates, and making assumptions for schedule and technical issues.

Since certain contracts extend over a longer 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 majority of revenue recognized over time uses an EAC process.

The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in 2023 and 2022 was approximately $ 3.7 million of favorable operating income and $ 29.9 million of favorable operating income, respectively.

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

None of the effects of changes in estimates on any individual contract were material to the consolidated statements of income for any period presented.

While extended or non-customary warranties do not represent a significant portion of the Company’s revenue, the Company recognizes warranty services as a separate performance obligation when it is material to the contract.

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

The 2022 and 2021 amounts included $ 177.2 million and $ 113.8 million, respectively, in research and development and bid and proposal costs incurred by Teledyne FLIR, with the 2021 Teledyne FLIR amount representing a partial year due to the timing of the acquisition.

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

The Company determines if an arrangement is a lease at inception.

Operating leases are recorded as right-of-use assets and operating lease liabilities.

Finance leases are included in property and equipment, current accrued liabilities, and other long-term liabilities in the consolidated balance sheets.

Operating leases are recorded as right-of-use assets in noncurrent other assets, net and the related lease liabilities in accrued liabilities and other long-term liabilities.

The Company does not have material finance leases or subleases.

Operating lease right-of-use assets represent a right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease.

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The Company’s lease agreements may include options to extend or early terminate the lease term at either a fixed cost, fixed increase or market value adjustment.

The Company evaluates the likelihood of exercising each renewal option based on many factors, including the length of the renewal option and the future new lease cost, if known, or the estimated future new lease cost if it is not a fixed amount and will include those renewal options that are reasonably certain to be exercised for purposes of calculating the lease liability and corresponding right-of-use asset.

liability and corresponding right-of-use asset.

Lease expense for operating leases is recognized on a straight-line basis over the lease term.

Stock Incentive Plans

Teledyne has long-term incentive plans which provide its Board of Directors the flexibility to grant restricted stock, restricted stock units, non-qualified stock options, incentive stock options and stock appreciation rights to officers and employees of Teledyne.

During 2023, 2022 and 2021, the Company has granted time-based stock options, time-based restricted stock unit awards, and performance-based restricted stock unit awards.

Employee stock options become exercisable in one-third increments on the first, second and third anniversary of the grant and have a maximum 10-year life.

Employee time-based restricted stock units vest in one-third increments on the first, second and third anniversary of the grant.

Performance-based restricted stock awards granted during 2023, 2022 and 2021 may be earned based upon a time-based component and the performance of the Company’s return to stockholders over a three-year period.

In 2021, the Company discontinued the Performance Share Plan (“PSP”), with an immaterial amount of compensation expense recorded in 2023 and 2022.

Teledyne’s PSP provided grants of performance share units, which key officers and executives could earn if Teledyne met specified performance objectives over a three-year period.

Awards were payable in cash and to the extent available, shares of Teledyne common stock.

Stock-based Compensation Costs

The Company recognizes compensation expense for its stock-based compensation programs, which include stock options, restricted stock, restricted stock units (RSUs), and performance shares.

The Company recognizes compensation expense for its stock-based compensation programs, which include stock options, restricted stock and restricted stock units (RSUs).

The fair value of share-based compensation is determined at the grant date and the recognition of the related expense is generally recorded over the period in which the share-based compensation vests.

Since 2019, stock options granted to our Chairman, President and Chief Executive Officer are expensed immediately, as stock options continue to vest after retirement.

Since 2019, stock options granted to our Executive Chairman are expensed immediately, as stock options continue to vest after retirement.

The Company issues shares of common stock upon the exercise of stock options.

The fair value of stock options granted through 2022 was determined by using a lattice-based option pricing model, and the Company did not grant stock options in 2023.

In recent years, the Company began granting stock options to a smaller group of employees, as the Company began granting restricted stock units to a larger group of employees.

In 2024, the Company began using the Black-Scholes option pricing model to determine the fair value of stock options.

The Company uses a combination of its historical stock price volatility and the volatility of exchange traded options, if any, on the Company stock to compute the expected volatility for purposes of valuing stock options granted.

The period used for the historical stock price corresponded to the expected term of the options.

The period used for the exchange traded options, if any, included the longest-dated options publicly available, generally three months .

The expected dividend yield is based on Teledyne’s practice of not paying dividends.

The risk-free rate of return is based on the yield of U.S.

Treasury Strips with terms equal to the expected life of the options as of the grant date.

The expected life in years is based on historical actual stock option exercise experience.

Treasury Stock

In January 2016, the Company’s Board of Directors authorized a stock repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its common stock.

The number of shares that the Company may repurchase will depend on a variety of factors, such as share price, levels of cash and borrowing capacity available, alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions.

Although the Company has no current plans to repurchase stock, future repurchases, if any, are expected to be funded with cash on hand and borrowings under the Company’s credit facility.

No repurchases were made since 2015.

Preferred Stock

Authorized preferred stock may be issued with designations, powers and preferences designated by the Board of Directors.

There were no shares of preferred stock issued or outstanding in 2023, 2022 or 2021.

Redeemable Noncontrolling Interest

The minority ownership interest in shares of NL Acoustics is classified as a redeemable noncontrolling interest on the consolidated balance sheets due to a put option under which the minority owners may require the Company to purchase the remaining ownership interest, with the put option exercisable beginning in the third quarter of 2025.

The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

Changes in the redeemable noncontrolling interest balance during the period were not material.

The Company is subject to income taxes in the Unites States and numerous foreign jurisdictions.

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for temporary differences between the tax basis of assets and liabilities and their reported amount in the financial statements, which will result in taxable or deductible amounts in the future.

In evaluating the Company's ability to recover its deferred tax assets

within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.

In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including

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

In projecting future taxable income, the Company begins with historical results adjusted for the results of discontinued operations and incorporate assumptions about the amount of future state, federal and foreign pretax operating income adjusted for items that do not have tax consequences.

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As new information becomes available, the assessment of the recognition threshold and the measurement of the associated tax benefit of uncertain tax positions may result in financial statement recognition or derecognition.

Business Acquisitions

Business acquisitions are accounted for under the acquisition method by assigning the purchase price to tangible and intangible assets acquired and liabilities assumed.

Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill.

Earnings Per Common Share

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These contracts are designated and qualify as cash flow hedges.

• The Company has converted U.S.

dollar denominated, variable rate and fixed rate debt obligations of a European subsidiary, into euro fixed rate obligations using a receive float, pay fixed cross currency swap, and a receive fixed, pay fixed cross currency swap.

These cross currency swaps are designated as cash flow hedges.

• The Company has converted a U.S.

dollar denominated, variable rate and fixed rate debt obligation of a European subsidiary, into euro fixed rate obligation using a receive float, pay fixed cross currency swap, and a receive fixed, pay fixed cross currency swap.

This cross currency swap is designated as a cash flow hedge.

• 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.

In addition, the Company has converted domestic U.S.

variable rate debt to fixed rate debt using a receive variable, pay fixed interest rate swap.

The interest rate swap is designated as a cash flow hedge.

The effectiveness of the cash flow hedge forward contracts is assessed prospectively and retrospectively on a monthly basis using regression analysis, as well as using other timing and probability criteria.

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Level 2 relates to observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets with insufficient volume or infrequent

transactions (less active markets);

quoted prices in markets with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

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Recent Accounting Standards

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50):

Disclosure of Supplier Finance Program Obligations.

This standard requires annual disclosure of the key terms of supplier finance programs, obligations outstanding with a description of where the amounts are presented in the financial statements, a rollforward of such amounts, and interim disclosure of amounts outstanding as of the end of each period.

This standard does not affect recognition, measurement or financial statement presentation of supplier finance obligations.

The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the rollforward requirement, which will be applied prospectively.

The ASU becomes effective January 1, 2023, except for the rollforward, which is effective on January 1, 2024.

The Company is currently evaluating the impact of this guidance on our consolidated financial statements.

Other ASU's issued but not effective until after January 1, 2023 are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This standard requires a public entity to disclose significant segment expenses and other segment items on an interim and annual basis.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”).

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

In December 2023, the FASB issued 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 focuses on the rate reconciliation and income taxes paid.

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.

Other ASU’s issued but not effective until after December 31, 2023 are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

Business Acquisitions

2023 Acquisitions

Xena Networks

During the fourth quarter of 2023, the Company acquired Xena Networks ApS and affiliates (“Xena Networks”) for $ 24.2 million in cash, net of cash acquired, and subject to certain adjustments.

Xena Networks, headquartered in Denmark, is a leading provider of high-speed terabit ethernet validation, quality assurance, and production test solutions.

Xena Networks is part of the test and measurement instrumentation product line within the Instrumentation segment.

Goodwill resulting from the Xena Networks acquisition will not be deductible for tax purposes.

During the first quarter of 2023, the Company acquired ChartWorld International Limited and affiliates (“ChartWorld”) for $ 53.5 million in cash, net of cash acquired, and subject to certain adjustments.

ChartWorld, headquartered in Cyprus, with additional locations in Germany, Singapore, Canada and Japan, is a provider of digital marine navigation hardware and software provided through an affordable subscription-based model.

ChartWorld is part of the Digital Imaging segment.

Goodwill resulting from the ChartWorld acquisition will not be deductible for tax purposes.

2022 Acquisitions

During the fourth quarter of 2022, Teledyne acquired ETM-Electromatic, Inc.

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Goodwill resulting from the ETM acquisition will not be deductible for tax purposes.

During the third quarter of 2022, the Company acquired an approximate 80 % majority interest in Noiseless Acoustics Oy ("NL Acoustics"), paying $ 11.9 million in cash, net of cash acquired, during the year, with an immaterial amount payable in 2023.

During the third quarter of 2022, the Company acquired an approximate 80 % majority interest in Noiseless Acoustics Oy (“NL Acoustics”), paying $ 11.9 million in cash, net of cash acquired, during the year.

NL Acoustics, located in Helsinki, Finland, designs and manufactures acoustics imaging instruments and predictive maintenance solutions.

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Goodwill resulting from the NL Acoustics acquisition will not be deductible for tax purposes.

The minority ownership interest in shares of NL Acoustics held by a third party is classified as a redeemable noncontrolling interest on the consolidated balance sheet due to a put option under which the third party may require the Company to purchase the remaining ownership interest, with the put option exercisable beginning in the third quarter of 2025.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

Changes in the redeemable noncontrolling interest balance during the period were not material.

The following tables show the purchase price (net of cash acquired), goodwill acquired, and acquired intangible assets for the acquisitions made in 2022 (in millions):

2021 Acquisition

On May 14, 2021, Teledyne acquired the outstanding stock of FLIR Systems, Inc.

(“FLIR”) for approximately $ 8.1 billion.

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

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

The following tables show the purchase price (net of cash acquired), goodwill acquired, and acquired intangible assets for the acquisitions made in 2023 and 2022 (in millions):

Acquisitions Acquisition Date Cash Paid (a) Goodwill Acquired Acquired Intangible Assets

Xena Networks October 13, 2023 $ 24.2 $ 21.1 $ 4.8

January 3, 2023 53.5 55.5 11.3

Total $ 77.7 $ 76.6 $ 16.1

(a) Net of cash acquired

Acquisitions Acquisition Date Cash Paid (a) Goodwill Acquired Acquired Intangible Assets

ETM October 28, 2022 $ 87.7 $ 33.5 $ 20.9

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(a) Net of cash acquired

an immaterial portion of NL Acoustics will be paid in 2023.

The Company’s cost to acquire these 2022 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 Company’s cost to acquire these 2023 and 2022 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 the 2022 acquisitions is 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 the 2022 acquisitions have not been presented because the effects of these acquisitions, 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 2022 acquisitions included the acquired businesses’ market positions, growth opportunities in the markets in which they operate, their experienced work force and established operating infrastructures.

The fair value of the acquired identifiable assets and liabilities for the Xena Networks acquisition is 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 the 2023 and 2022 acquisitions have not been presented because the effects of these acquisitions, 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 2023 and 2022 acquisitions included the acquired businesses’ market positions, growth opportunities in the markets in which they operate, their 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.

2021 Acquisition

On May 14, 2021, Teledyne acquired the outstanding stock of FLIR for approximately $ 8.1 billion, comprising of net cash payments of $ 3.7 billion, Teledyne share issuances of $ 3.9 billion, and the assumption of FLIR debt of $ 0.5 billion.

FLIR stockholders received $ 28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, and Teledyne issued approximately 9.5 million shares at $ 409.41 per share.

See Note 8 for information regarding financing activities undertaken in connection with the FLIR acquisition.

FLIR is an industrial technology company focused on intelligent sensing solutions for defense and industrial applications.

FLIR offers a diversified portfolio that serves a number of applications in government and defense, industrial, and commercial markets.

FLIR technologies include thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems, and advanced threat-detection solutions.

FLIR is part of the Digital Imaging segment.

Goodwill resulting from the FLIR acquisition will not be deductible for tax purposes.

The primary reasons for the FLIR acquisition were to achieve synergies in merging with a business that has the same core business model based on proprietary sensor technologies, but with different products and markets;

the opportunity to add new and complementary products with FLIR’s products based on different semiconductor technologies for imaging across different wavelengths than Teledyne products, and the opportunity to serve different customers and applications, with minimal overlapping technologies and markets;

the expectation of combining two businesses that both provide sensors, cameras and sensor systems to customers and both business portfolios being balanced among commercial and government markets and geographies, but in the case of thermal imaging, with Teledyne primarily producing extremely high-performance infrared detectors used for astronomy and space-based imaging applications compared to FLIR’s products ranging from air and ground imaging systems to commercial thermography instruments and automotive advanced driver assistance systems;

and the opportunity to add FLIR’s suite of imaging sensor products based on different semiconductor technologies for different wavelengths to Teledyne’s offerings.

The significant factors that resulted in recognition of goodwill include the acquired businesses’ market positions, growth opportunities in the markets in which they operate, their experienced work force and established operating infrastructures.

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

The following table presents the final purchase price allocation for FLIR, as the measurement period closed in the second quarter of 2022.

The Company accounted for the FLIR acquisition under the acquisition method and measured identifiable assets acquired and liabilities assumed of the acquiree at the fair values on the closing date.

The Company has completed the process of specifically identifying the amounts assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the FLIR acquisition.

The fair values of acquired intangibles were determined based on estimates and assumptions deemed reasonable by the Company.

Final fair values allocated to the assets acquired and liabilities assumed - FLIR (in millions):

Cash and cash equivalents $ 287.7

Accounts receivable, net 241.3

Unbilled receivables, net 72.1

Inventories, net 519.4

Prepaid expenses and other current assets 54.8

Total current assets 1,175.3

Property, plant and equipment 354.1

Goodwill 5,939.7

Acquired intangible assets 2,490.0

Other long-term assets 141.9

Total assets acquired 10,101.0

Accounts payable 144.7

Accrued liabilities 612.1

Total current liabilities acquired 756.8

Long-term debt, net 496.8

Long-term deferred tax liabilities 603.3

Other long-term liabilities 335.5

Total liabilities assumed 2,192.4

Consideration transferred $ 7,908.6

Consideration transferred, net of cash acquired (a) $ 7,620.9

(a) The consideration included approximately $ 3.9 billion of Teledyne shares issued to existing shareholders of the acquired company.

This $ 3.9 billion of equity consideration is a non-cash transaction.

An immaterial portion of the cash consideration for certain vested FLIR restricted stock awards was deferred at the election of the award holder and will be paid out in future periods.

During fiscal year 2018, the Swedish Tax Authority (“STA”) issued a reassessment of tax for the year ending December 31, 2012 to one of FLIR’s non-operating subsidiaries in Sweden.

The total taxes, penalties and interest levied by the STA totals SEK 3.1 billion ($ 364.7 million based on exchange rates as of the acquisition date).

In March 2020, FLIR received an adverse judgment from the First Instance Court of Sweden regarding the STA’s reassessment.

FLIR appealed the decision to the Administrative Court of Appeal in Stockholm, Sweden (the “Appellate Court”).

Teledyne recorded a liability for this uncertain tax position that reflects the most likely outcome for this tax matter under the acquisition method for business combinations in the third quarter of 2021, which was included within accrued liabilities on the consolidated balance sheet.

On January 26, 2022, the Administrative Court of Appeal in Stockholm, Sweden generally affirmed the March 2020 ruling of the First Instance Court and determined an estimated tax liability in the amount of SEK 2.765 billion.

Teledyne paid the tax on February 2, 2022 totaling $ 296.4 million.

The Company requested for permission to appeal this ruling to the Swedish Administrative Supreme Court.

In the fourth quarter of 2022, the appeal was denied.

During the second quarter of 2022, the Company finalized the measurement period including reviewing and identifying acquisition accounting adjustments for a number of acquired tax positions of FLIR that meet the definition of an acquired uncertain tax position.

In addition to the STA matter described above, the Company recorded $ 187.6 million of purchase accounting adjustments for the accrual of other uncertain tax positions of FLIR.

These amounts are primarily included within other long-term liabilities on the consolidated balance sheets.

The following table is a summary at the acquisition date of the acquired intangible assets and weighted average useful life in years for the FLIR acquisition (dollars in millions):

Intangibles subject to amortization:

Intangible Assets Weighted average useful life in years

Proprietary technology $ 1,355.0 9.7

Customer list/relationships 450.0 14.4

Total acquired intangibles subject to amortization 1,805.0 10.9

Intangibles not subject to amortization:

Trademarks 685.0 n/a

Total acquired intangible assets $ 2,490.0

Goodwill $ 5,939.7 n/a

This unaudited proforma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have resulted had the acquisition been in effect at the beginning of the 2020 fiscal year.

In addition, the unaudited proforma results are not intended to be a projection of future results and do not reflect any operating efficiencies or cost savings that might be achievable.

The unaudited proforma information below, as required by GAAP, assumes that FLIR had been acquired at the beginning of the 2020 fiscal year and includes the effect of transaction accounting adjustments.

These adjustments include the financing and interest costs associated with debt to fund the acquisition, amortization of acquired intangible assets, depreciation of the fair value step-up of acquired property, plant and equipment, amortization of inventory fair value step-up (assumed to be fully amortized in 2020), and tax related effects as well as the issuance of Teledyne common stock in connection with the acquisition.

The following table presents proforma net sales, net income and earnings per common share data assuming FLIR was acquired at the beginning of the 2020 fiscal year:

(unaudited - in millions, except per share amounts) 2021 (a) 2020 (a)

Net sales $ 5,235.6 $ 5,009.9

Net income $ 571.7 $ 399.6

Basic earnings per common share $ 13.23 $ 8.65

Diluted earnings per common share $ 12.91 $ 8.43

(a) The above unaudited proforma information is only presented for the FLIR acquisition as it is considered a material acquisition.

Business Segments

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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 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 micro electromechanical systems (“MEMS”) and high-performance, high-reliability semiconductors including analog-to-digital and digital-to-analog converters.

This segment also includes our sponsored and centralized research laboratories which benefit government programs and commercial businesses.

Teledyne acquired FLIR in May 2021.

Teledyne FLIR technologies include thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems, and advanced threat-detection solutions.

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.

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

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.

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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.

Segment results include net sales and operating income by segment but excludes corporate office expenses.

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 our segments.

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Total operating income (loss) $ 1,034.4 $ 972.0 $ 624.3

(a) Net sales excludes inter-segment sales of $ 25.3 million and $ 20.2 million for fiscal years 2022 and 2021, respectively.

(a) Net sales excludes inter-segment sales of $ 29.4 million, $ 25.3 million and $ 20.2 million for fiscal years 2023, 2022 and 2021, respectively.

Depreciation and amortization (in millions):

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Total depreciation and amortization $ 316.4 $ 332.2 $ 371.8

(a) The fiscal year 2022 amount for Digital Imaging included $ 167.6 million of acquired asset intangible amortization related to FLIR.

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

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

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Total identifiable assets $ 14,527.9 $ 14,354.0 $ 14,430.3

Information on the Company’s sales by geographic region and long-lived assets by major geographic area was as follows:

Sales by geographic region (in millions):

Net sales by geographic region (in millions):

2023 2022 2021

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All other regions 460.6 457.2 381.5

Total sales $ 5,458.6 $ 4,614.3 $ 3,086.2

Total net sales $ 5,635.5 $ 5,458.6 $ 4,614.3

Long-lived assets (in millions):

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The Instrumentation segment includes three product lines:

Environmental Instrumentation, Marine Instrumentation and Test and Measurement Instrumentation.

Marine Instrumentation, Environmental Instrumentation and Test and Measurement Instrumentation.

All other segments each contain one product line.

The tables below provide a summary of the sales by product line for the Instrumentation segment (in millions):

The tables below provide a summary of the net sales by product line for the Instrumentation segment (in millions):

Instrumentation:

2023 2022 2021

Environmental Instrumentation $ 465.0 $ 446.3 $ 411.3

Marine Instrumentation $ 529.7 $ 460.7 $ 424.1

Environmental Instrumentation 458.1 465.0 446.3

Test and Measurement Instrumentation 338.4 328.3 296.5

Total $ 1,326.2 $ 1,254.0 $ 1,166.9

As part of a continuing effort to reduce costs and improve operating performance, as well as to respond to the impact of the COVID pandemic, beginning in 2020 the Company took actions to reduce headcount across various businesses, reducing our exposure to weak end markets, such as commercial aerospace.

Teledyne also exited certain facilities no longer needed.

In 2021, the Company took actions to integrate FLIR into our businesses resulting in higher severance and facility closure costs in the Digital Imaging segment.

In 2021, the Company incurred $ 26.4 million of severance and facility consolidation costs, primarily related to our Digital Imaging Segment.

Severance and facility consolidation costs incurred in 2022 were not material, and, at January 1, 2023, an immaterial amount remains to be paid related to these actions.

Severance and Facility Consolidation Costs

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

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

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

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

Revenue Recognition and Contract Balances

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Fiscal Year Ended

January 1, 2023 Fiscal Year Ended

January 1, 2023

December 31, 2023 Fiscal Year Ended

December 31, 2023

Customer Type Geographic Region (c)

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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 majority of revenue recognized over time uses an EAC process.

The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in 2022 and 2021 was approximately $ 29.9 million of favorable operating income and $ 26.8 million favorable operating income, respectively, with both years primarily related to favorable changes in estimates that impacted revenue, and, to a lesser degree, cost of sales within the Digital Imaging operating segment.

None of the effects of changes in estimates on any individual contract were material to the consolidated statements of income for any period presented.

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the period end date and excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity).

As of January 1, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 3,099.3 million.

As of December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 3,141.7 million.

The Company expects approximately 77 % of remaining performance obligations to be recognized into revenue within the next twelve months , with the remaining 23 % recognized thereafter.

The unbilled receivable balance decreased from the beginning of the year by $ 41.4 million, or 13.1 %, primarily due to achieving billing milestones on certain contracts within the Digital Imaging segment, including FLIR defense-related contracts.

Contract liabilities decreased from the beginning of the year by $ 3.5 million, or 1.7 % primarily due to the decrease in customer advances and credits in our Digital Imaging segment partially offset by an increase in customer advances in our Engineered Systems segment.

The Company recognized revenue of $ 144.4 million during the year ended January 1, 2023 from contract liabilities that existed at the beginning of year.

The unbilled receivable balance increased from the beginning of the year by $ 27.7 million, or 10.1 % , primarily due to recognizing revenue ahead of achieving billing milestones on certain contracts within the Engineered Systems segment.

Contract liabilities increased from the beginning of the year by $ 58.8 million or 28.3 %, primarily due to an increase in customer advances in the Aerospace and Defense Electronics segment and the Instrumentation segment.

The Company recognized revenue of $ 138.9 million during the year ended December 31, 2023 from contract liabilities that existed at the beginning of year.

Goodwill and Intangible Assets

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Foreign currency changes and other 41.1 10.5 1.6 — 53.2

Balance at January 1, 2023 $ 6,780.4 $ 913.2 $ 161.8 $ 17.6 $ 7,873.0

In the fourth quarter of 2022, the Company performed a quantitative test for the FLIR reporting unit and qualitative tests for all other reporting units.

Balance at December 31, 2023 $ 6,877.0 $ 944.8 $ 163.4 $ 17.6 $ 8,002.8

In the fourth quarter of 2023, the Company performed a quantitative test for all reporting units.

The results of our annual impairment tests of goodwill indicated that no impairment existed in 2023, 2022 or 2021.

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2028 - $ 181.5 .

The estimated remaining useful lives by asset category as of January 1, 2023, are as follows:

The estimated remaining useful lives by asset category as of December 31, 2023, are as follows:

Acquired intangibles subject to amortization Weighted average remaining useful life in years

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Balance at year-end

Compensation, benefit and other employee related accruals $ 205.1 $ 215.1

Contract liabilities $ 241.1 $ 187.6

Compensation, benefit and other employee related accruals 204.6 205.1

Warranty reserve 40.5 43.3

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Derivative liabilities 27.4 27.8

Unrecognized tax benefits, including accrued interest and penalties — 341.0

Other 237.6 224.4

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Balance at year-end

Unrecognized tax benefits, including accrued interest and penalties $ 176.3 $ 150.7

Operating lease liabilities $ 123.4 $ 125.9

Unrecognized tax benefits, including accrued interest and penalties 104.5 176.3

Deferred compensation liabilities 102.2 92.2

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$ 475.8 $ 547.2

A rollforward of the warranty reserve, including both short and long-term reserve balances, for the years 2022, 2021 or 2020 is as follows:

A rollforward of the warranty reserve, including both short and long-term reserve balances, for the years 2023, 2022 or 2021 was as follows:

Warranty Reserve (in millions):

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Deductions ( 14.9 ) ( 14.3 ) ( 10.1 )

Acquisition-related 2.5 25.3 2.5

Assumed in business acquisitions 0.2 2.5 25.3

Balance at end of year $ 49.1 $ 50.3 $ 49.5

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Long-Term Debt (dollars in millions) :

January 1, 2023 January 2, 2022

$ 1.15 billion credit facility, due March 2026, weighted average variable rate of 5.46 % at January 1, 2023 and 1.20 % at January 2, 2022

$ 125.0 $ 125.0

0.65 % Fixed Rate Senior Notes due April 2023

December 31, 2023 January 1, 2023

$ 1.15 billion credit facility, due March 2026, weighted average variable rate of 5.46 % at January 1, 2023

0.65 % Fixed Rate Senior Notes due and paid April 2023

0.95 % Fixed Rate Senior Notes due April 2024, callable after April 2022

Term loan due October 2024, variable rate of 5.63 % at January 1, 2023 and 1.35 % at January 2, 2022, swapped to a Euro fixed rate of 0.612 %

Term loan due October 2024, variable rate of 6.71 % at December 31, 2023 and 5.63 % at January 1, 2023, swapped to a Euro fixed rate of 0.612 %

1.60 % Fixed Rate Senior Notes due April 2026

Term loan due May 2026, variable rate of 5.61 % at January 1, 2023 and 1.35 % at January 2, 2022

Term loan due May 2026, variable rate of 5.61 % at January 1, 2023

2.25 % Fixed Rate Senior Notes due April 2028

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Total long-term debt, net of current portion $ 2,644.8 $ 3,620.5

As of December 31, 2023, no borrowings were outstanding under our $ 1.15 billion credit facility.

Excluding interest and fees, no payments are due under the $ 1.15 billion unsecured credit facility (“credit facility”) until it matures in March 2026.

Borrowings under our credit facility and term loans are at variable rates which are, at our option, tied to a base rate, Eurocurrency rate or equivalent as defined in our credit agreements.

Available borrowing capacity under the credit facility, which is reduced by borrowings and certain outstanding letters of credit, was $ 1,003.7 million at January 1, 2023.

The credit agreement and term loans require the Company to comply with various financial and operating covenants and at January 1, 2023, the Company was in compliance with these covenants.

At January 1, 2023, Teledyne had $ 38.6 million in outstanding letters of credit.

Borrowings under our credit facility and term loan are at variable rates which are, at our option, tied to a base rate, Eurocurrency rate or equivalent as defined in our credit agreements.

Available borrowing capacity under the credit facility, which is reduced by borrowings and certain outstanding letters of credit, was $ 1,129.1 million at December 31, 2023.

The credit agreement and term loans require the Company to comply with various financial and operating covenants and at December 31, 2023, the Company was in compliance with these covenants.

At December 31, 2023, Teledyne had $ 41.9 million in outstanding letters of credit.

During 2023, the Company repaid $ 125.0 million of amounts outstanding on its credit facility, the $ 300.0 million Fixed Rate Senior Notes due April 2023, and the remaining $ 245.0 million on its term loan due May 2026.

The Company also repurchased and retired $ 10.0 million of its Fixed Rate Senior Notes due April 2031, recording a $ 1.6 million non-cash gain on the extinguishment of this debt.

During 2022, the Company repaid $ 185.0 million of debt.

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The Company also repurchased and retired $ 75.0 million of its Fixed Rate Senior Notes due August 2030 and April 2031, recording a $ 10.6 million non-cash gain on the extinguishment of this debt.

During 2021, the Company completed various financing activities as follows, with activity through the first half of 2021 primarily related to funding the cash portion of the FLIR acquisition:

• On January 4, 2021, the Company entered into a $ 4.5 billion short term stand-by bridge facility to support the completion of the FLIR acquisition, resulting in debt expense of $ 17.2 million.

• On March 4, 2021, the Company entered into a $ 1.0 billion Term Loan Credit Agreement (maturing May 2026) and an Amended and Restated Credit Agreement (maturing March 2026) with capacity of $ 1.15 billion.

The terms of the $ 1.0 billion Term Loan Credit Agreement allow for prepayments, at the Company’s option, at any time or from time to time, in whole or in part without premium or penalty.

• On March 17, 2021, the Company called $ 493.3 million of existing fixed rate senior notes and incurred debt extinguishment expenses of $ 13.4 million, which is included in interest and debt expense, net.

• On March 22, 2021, the Company completed all permanent financing for the acquisition of FLIR and terminated the $ 4.5 billion stand-by bridge facility.

The permanent financing consists of $ 3.0 billion investment-grade bonds (the “Notes”), including $ 300.0 million aggregate principal amount of 0.65 % Notes due 2023, $ 450.0 million aggregate principal amount of 0.95 % Notes due 2024, $ 450.0 million aggregate principal amount of 1.60 % Notes due 2026, $ 700.0 million aggregate principal amount of 2.25 % Notes due 2028 and $ 1.1 billion aggregate principal amount of 2.75 % Notes due 2031.

Teledyne may redeem the $ 450.0 million of 0.95 % Notes due 2024 at any time or from time to time, in whole or in part, at the Company’s option, from and after April 1, 2022, at a redemption price equal to 100 % of the principal amount of the Notes redeemed.

• As part of the acquisition of FLIR, the Company assumed and guaranteed FLIR’s $ 500.0 million, 2.50 % Fixed Rate Senior Notes due August 2030.

• In the second half of 2021, the Company made $ 645.0 million of floating rate debt payments on its term loan due May 2026.

Maturities of long-term debt as of January 1, 2023 (in millions):

Maturities of long-term debt as of December 31, 2023 (in millions):

Thereafter 1,515.2

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The Company has no sinking fund requirements.

Total interest expense including credit facility fees and other bank charges was $ 89.3 million in 2022, $ 104.8 million in 2021 and $ 15.8 million in 2020.

Total net interest expense, including credit facility fees and other bank charges, was $ 77.3 million in 2023, $ 89.3 million in 2022 and $ 104.8 million in 2021.

Cash payments for interest and credit facility fees and other bank charges totaled $ 87.9 million, $ 79.3 million and $ 117.2 million for 2023, 2022 and 2021, respectively.

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Tax credit and net operating loss carryforward 39.3 44.6

Other 34.8 32.6

Valuation allowance ( 18.2 ) ( 16.1 )

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tax deductions.

As of January 1, 2023, the incremental tax cost to repatriate these earnings was not material.

The Company continues to make an indefinite reinvestment assertion on its material foreign subsidiaries in Canada, as the unremitted earnings of the Company’s Canadian foreign subsidiaries held for indefinite reinvestment are used to finance Canadian operations and investments.

The Company estimates that future cash generation from non-Canadian operations will be sufficient to meet future domestic cash requirements.

Determination of the unrecognized deferred tax liability for unremitted Canadian earnings is not practicable due to uncertainty and overall complexity of the potential calculations.

As of December 31, 2023, the incremental tax cost to repatriate these earnings was not material.

The Company continues to make an indefinite reinvestment assertion on the unrepatriated prior year earnings of its material subsidiaries in Canada.

Those unremitted earnings were used to finance Canadian operations and investments.

The Company estimates that future cash generation will be sufficient to meet future domestic cash requirements.

Determination of the unrecognized deferred tax liability for historical unremitted Canadian earnings is not practicable due to the uncertainty and overall complexity of the potential calculations

In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including recent financial performance, scheduled reversals of temporary differences, projected future taxable income, availability of taxable income in carryback periods and tax planning strategies.

Based on a review of such information, management believes that it is possible that some portion of deferred tax assets will not be realized as a future benefit and therefore has recorded a valuation allowance.

In 2022, the valuation allowance for deferred tax assets increased by $ 3.4 million in 2022.

At January 1, 2023, the Company had approximately $ 45.1 million of net operating loss carryforward primarily from the Company’s entities in Denmark, France, the Netherlands and the United Kingdom, of which $ 36.3 million have no expiration dates and $ 8.8 million have expiration dates ranging from 2023 to 2040.

The valuation allowance for deferred tax assets increased by $ 2.1 million in 2023.

At December 31, 2023, the Company had approximately $ 32.3 million of net operating loss carryforward primarily from the Company’s foreign entities including the United Kingdom, Denmark and France, of which $ 28.0 million have no expiration dates and $ 4.3 million have expiration dates ranging from 2024 to 2040.

The Company had Canadian capital loss carryforward in the amount of $ 3.6 million which has no expiration date.

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2023 2022 2021

Beginning of year $ 402.0 $ 32.3 $ 24.5

Increase due to FLIR acquisition — 413.8 —

Beginning of year (a) $ 162.8 $ 402.0 $ 32.3

Increase due to business combinations 18.6 — 413.8

Increase for tax positions taken during the current period 3.4 2.7 6.3

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Impact of exchange rate changes 5.0 7.6 ( 30.6 )

End of year $ 162.8 $ 402.0 $ 32.3

End of year (a) $ 96.5 $ 162.8 $ 402.0

(a) Beginning and end of year balances include amounts offset by deferred tax and amounts offset by potential refunds in other taxing jurisdictions.

In the next 12 months, the Company anticipates the total unrecognized tax benefit for various federal, state and foreign tax items may be reduced by $ 21.5 million due to the expiration of statutes of limitation for various federal, state and foreign tax issues.

Teledyne recognized net tax benefits and expense for interest and penalties related to unrecognized tax benefits within the provision for income taxes in our statements of operations of $ 12.2 million of expense, $ 2.4 million of expense and $ 0.1 million of expense, for 2022, 2021 and 2020, respectively.

Interest and penalties in the amount of $ 45.6 million, $ 160.8 million and $ 1.2 million were recognized in the 2022, 2021 and 2020 statement of financial position, respectively.

Teledyne recognized net tax benefits and expense for interest and penalties related to unrecognized tax benefits within the provision for income taxes in our statements of income of $ 10.3 million of benefits, $ 12.2 million of benefits and $ 2.4 million of expense, for 2023, 2022 and 2021, respectively.

Interest and penalties in the amount of $ 36.9 million, $ 45.6 million and $ 160.8 million were recognized in the 2023, 2022 and 2021 balance sheets, respectively.

In 2021, interest and penalties of $ 157.0 million were accrued as a result of the acquisition of FLIR.

Substantially all of the unrecognized tax benefits as of January 1, 2023, if recognized, would affect our effective tax rate.

Current accrued liabilities on the consolidated balance sheet as of January 2, 2022 included unrecognized tax benefits, including accrued interest and penalties, of $ 341.0 million.

Teledyne paid $ 296.4 million related to this accrued liability balance on February 2, 2022.

Teledyne files income tax returns in the United States federal jurisdiction and in various states and foreign jurisdictions.

The Company has substantially concluded on all U.S.

federal income tax matters for all years through 2011, Canadian income tax matters for all years through 2012, Swedish income tax matters for all years through 2016, Norwegian income tax matters for all years through 2017, Belgian income tax matters for all years through 2019, French income tax matters for all years through 2019 and United Kingdom income tax matters for all years through 2014.

Cash payments for federal, foreign and state income taxes were $ 212.4 million for 2022, which are net of $ 20.1 million in tax refunds.

Cash payments for federal, foreign and state income taxes were $ 83.6 million for 2021, which are net of $ 22.4 million in tax refunds.

Cash payments for federal, foreign and state income taxes were $ 74.5 million for 2020, which are net of $ 8.1 million in tax refunds.

Substantially all of the unrecognized tax benefits as of December 31, 2023, if recognized, would affect our effective tax rate.

Teledyne files income tax returns in the United States federal and state jurisdictions and in various foreign jurisdictions.

The Company has substantially concluded income tax matters in the U.S.

through 2016, in Canada through 2012, in Sweden through 2018, in Norway through 2018, in Belgium through 2019, in France through 2019 and in the United Kingdom through 2015.

Cash payments for federal, state and foreign income taxes were $ 313.0 million for 2023, which are net of $ 14.7 million in tax refunds.

Cash payments for federal, state and foreign income taxes were $ 212.4 million for 2022, which are net of $ 20.1 million in tax refunds.

Cash payments for federal, state and foreign income taxes were $ 83.6 million for 2021, which are net of $ 22.4 million in tax refunds.

Pension Plans and Postretirement Benefits

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Pension Plan Assumptions:

Weighted-average discount rate Weighted-average increase in future compensation levels Expected weighted-average long-term rate of return

Discount rates Increase in future compensation levels Expected long-term rate of return

Domestic plans - 2023

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The accumulated non-cash reductions to stockholders’ equity did not affect net income and were recorded net of accumulated deferred taxes of $ 77.0 million at year end 2023 and $ 77.6 million at year end 2022.

At January 1, 2023, the estimated amounts of the minimum liability adjustment that are expected to be recognized as components of net periodic benefit cost during 2023 for the pension plans are:

net loss $ 10.1 million and net prior service credit $ 1.7 million.

Estimated future pension plan benefit payments (in millions):

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The Company has an active management policy for the pension assets in the qualified domestic pension plans.

As of January 1, 2023, the long-term asset allocation target for the domestic plans consists of approximately 35 % in equity instruments, approximately 54 % in fixed income instruments and approximately 11 % in alternatives.

As of December 31, 2023, the long-term asset allocation target for the domestic plans consists of approximately 35 % in equity instruments, approximately 54 % in fixed income instruments and approximately 11 % in alternatives.

The pension plans’ investments are stated at fair value.

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The fair values of the Company’s net pension assets, by fair value hierarchy, for both the U.S.

and foreign pension plans as of January 1, 2023, by asset category are as follows (in millions):

and foreign pension plans as of December 31, 2023, by asset category are as follows (in millions):

Asset category:(a) Level 1 Level 2 Level 3 Total

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In addition, the Company has separate deferred compensation plans acquired in connection with the FLIR and ETM acquisitions, and these plans were frozen at the end of fiscal years 2021 and 2022, respectively.

As of January 1, 2023 and January 2, 2022, $ 92.2 million and $ 115.5 million, respectively, is included in other long-term liabilities related to deferred compensation liabilities on the consolidated balance sheets.

As of December 31, 2023 and January 1, 2023, $ 102.2 million and $ 92.2 million, respectively, is included in other long-term liabilities related to deferred compensation liabilities on the consolidated balance sheets.

Additionally, the Company purchased life insurance policies on certain participants to potentially offset these unsecured obligations.

These policies are recorded at their cash surrender value as determined by the insurance carrier.

The cash surrender value of these policies was $ 94.7 million and $ 113.4 million, as of January 1, 2023 and January 2, 2022, respectively, and is primarily included in other non-current assets on the consolidated balance sheets.

The cash surrender value of these policies was $ 101.3 million and $ 94.7 million, as of December 31, 2023 and January 1, 2023, respectively, and is primarily included in other non-current assets on the consolidated balance sheets.

Stockholders ’ Equity

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Common Stock Treasury Stock

Balance, December 29, 2019 37,697,865 1,149,899

Issued — ( 403,641 )

Balance, January 2, 2022

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Issued 137,079 ( 282,131 )

Balance, January 1, 2023

47,194,766 282,131

In 2021, Teledyne issued approximately 9.5 million shares in connection with the FLIR acquisition.

See Note 3 for additional information about the FLIR acquisition.

Balance, December 31, 2023

Shares issued from treasury stock include stock options exercised as well as shares issued under certain other compensation plans.

Treasury Stock

In January 2016, the Company’s Board of Directors authorized a stock repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its common stock.

Although the Company has no current plans to repurchase stock, future repurchases, if any, are expected to be funded with cash on hand and borrowings under the Company’s credit facility.

No repurchases were made since 2015.

Preferred Stock

Authorized preferred stock may be issued with designations, powers and preferences designated by the Board of Directors.

There were no shares of preferred stock issued or outstanding in 2022, 2021 or 2020.

Stock Incentive Plans

Teledyne has long-term incentive plans which provide its Board of Directors the flexibility to grant restricted stock, restricted stock units, performance shares, non-qualified stock options, incentive stock options and stock appreciation rights to officers and employees of Teledyne.

During 2022, 2021 and 2020, the Company has granted time-based stock options, time-based restricted stock unit awards, and performance-based restricted stock unit awards.

Employee stock options become exercisable in one-third increments on the first, second and third anniversary of the grant and have a maximum 10-year life.

Employee time-based restricted stock units vest in one-third increments on the first, second and third anniversary of the grant.

Performance-based restricted stock awards granted during 2022, 2021 and 2020 may be earned based upon a time-based component and the performance of the Company's return to stockholders over a three-year period.

In 2021, the Company discontinued the Performance Share Plan ("PSP"), with an immaterial amount of compensation expense recorded in 2022 and 2021.

Teledyne’s PSP provided grants of performance share units, which key officers and executives could earn if Teledyne met specified performance objectives over a three-year period.

Awards were payable in cash and to the extent available, shares of Teledyne common stock.

Stock Options

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The Company issues shares of common stock upon the exercise of stock options.

The total pretax intrinsic value of options exercised during 2022 and 2021 (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) was $ 53.7 million and $ 64.2 million, respectively.

At January 1, 2023, the intrinsic value of stock options outstanding was $ 312.6 million and the intrinsic value of stock options exercisable was $ 306.1 million.

During 2023 and 2022, the amount of cash received from the exercise of stock options was $ 45.4 million and $ 23.6 million, respectively.

At January 1, 2023, there was $ 27.3 million of total unrecognized compensation cost related to non-vested stock option awards which is expected to be recognized over a weighted-average period of 1.5 years.

The fair value of stock options is determined by using a lattice-based option pricing model.

The period used for the historical stock price corresponded to the expected term of the options.

The period used for the exchange traded options, if any, included the longest-dated options publicly available, generally three months .

The expected dividend yield is based on Teledyne’s practice of not paying dividends.

The risk-free rate of return is based on the yield of U.S.

Treasury Strips with terms equal to the expected life of the options as of the grant date.

The expected life in years is based on historical actual stock option exercise experience.

The total pretax intrinsic value of options exercised during 2023 and 2022 (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) was $ 111.0 million and $ 53.7 million, respectively.

At December 31, 2023, the intrinsic value of stock options outstanding was $ 262.9 million and the intrinsic value of stock options exercisable was $ 255.1 million.

At December 31, 2023, there was $ 13.1 million of total unrecognized compensation cost related to non-vested stock option awards which is expected to be recognized over a weighted-average period of 1.4 years.

This amount can be impacted by employee retirements or terminations.

On January 23, 2024, the Company granted approximately 67,000 stock options at an exercise price of $ 441.98 per share and a weighted-average fair value of $ 171.05 per share.

Stock option valuation assumptions:

2022 2021 2020

Expected dividend yield n/a n/a n/a

Expected dividend yield n/a n/a

Expected volatility 26.5 % 27.8 %

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0.09 % to 1.58 %

1.50 % to 1.75 %

Expected life in years 6.4 5.2

The Company did not grant stock options in 2023.

Based on the assumptions used in the valuation of stock options, the grant date weighted average fair value of stock options granted in 2022 and 2021 was $ 124.44 and $ 134.88 , respectively.

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Options exercisable at end of period 1,190,838 $ 232.10 1,395,949 $ 182.53 1,328,191 $ 148.73

The following table provides certain information with respect to stock options outstanding and stock options exercisable at January 1, 2023, under the stock option plans.

The following table provides certain information with respect to stock options outstanding and stock options exercisable at December 31, 2023, under the stock option plans.

Stock Options Outstanding Stock Options Exercisable

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Shares Weighted average fair value per share Shares Weighted average fair value per share Shares Weighted average fair value per share

Balance, December 29, 2019 — $ — 56,412 $ 158.62 $ 9,067 $ 199.90

Balance, January 3, 2021 — — 43,405 $ 228.80 $ 9,766 $ 224.94

Granted 62,974 $ 409.41 10,227 $ 334.92 2,592 $ 450.27

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Forfeited/Canceled ( 10,644 ) $ 369.60 ( 2,616 ) $ 346.08 — $ —

Balance, January 1, 2023

Balance, December 31, 2023

69,439 $ 371.90 41,818 $ 357.43 11,832 $ 349.81

Employee Time-based Restricted Stock Units

Prior to 2021, the Company had no outstanding employee restricted stock units subject only to time-based vesting.

As part of the acquisition of FLIR, the Company assumed certain unvested restricted stock units that were issued by FLIR in March 2021.

The unvested restricted stock units were converted to 62,974 Teledyne restricted stock units.

In October 2022, the Company granted 89,472 restricted stock units with a weighted average fair value of $ 360.39 per share.

The Company recorded $ 7.8 million in compensation expense related to restricted stock units to employees for both fiscal years 2022 and 2021.

The majority of the expense related to these restricted stock units is included in the Digital Imaging segment results.

This amount can be impacted by employee retirements, terminations or other awards granted during the remainder of the year.

At January 1, 2023, there was $ 36.8 million of total estimated unrecognized compensation cost related to non-vested awards which is expected to be recognized over a weighted-average period of approximately 2.5 years.

The Company recorded $ 14.2 million, $ 7.8 million and $ 7.8 million in compensation expense related to restricted stock units to employees for fiscal years 2023, 2022 and 2021 respectively, which is primarily recorded in the Digital Imaging segment.

At December 31, 2023, there was $ 19.2 million of total estimated unrecognized compensation cost related to non-vested awards which is expected to be recognized over a weighted-average period of approximately 1.8 years.

This amount can be impacted by employee retirements or terminations.

On January 23, 2024, the Company granted approximately 70,000 time-based restricted stock units with a weighted-average fair value of $ 441.98 per share.

Employee Performance-based Restricted Stock Awards

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If employment is terminated (other than by death, retirement or disability) during the restricted period, the stock grant is forfeited.

The estimated expense for restricted stock awards with both time-based and performance-based components to employees is based on a lattice-based simulation which takes into consideration several factors including volatility, risk free interest rates and the correlation of Teledyne’s stock price with the comparator, the S&P 500 Index for awards granted since 2021, the Russell 1000 Index for awards granted from 2018 to 2020 and the Russell 2000 for awards granted prior to 2018.

The estimated expense for restricted stock awards with both time-based and performance-based components to employees is based on a lattice-based simulation which takes into consideration several factors including volatility, risk free interest rates and the correlation of Teledyne’s stock price with the comparator, which has been the S&P 500 Index for awards granted since 2021.

The Company recorded $ 5.2 million, $ 5.1 million and $ 3.5 million in compensation expense related to restricted stock awards to employees for fiscal years 2023, 2022 and 2021, respectively.

At January 1, 2023, there was $ 6.7 million of total estimated unrecognized compensation cost related to non-vested awards which is expected to be recognized over a weighted-average period of approximately 1.5 years.

At December 31, 2023, there was $ 5.8 million of total estimated unrecognized compensation cost related to non-vested awards which is expected to be recognized over a weighted-average period of approximately 1.5 years.

Non-Employee Directors Restricted Stock

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The restricted stock units generally vest one year following the date of grant and are settled in shares of common stock on the date of vesting unless a director has elected to defer settlement of the award until his or her separation from Board service.

The annual expense related to non-employee director’s restricted stock units was $ 1.7 million for 2022, $ 1.2 million for 2021 and

$ 1.1 million for 2020, with an immaterial amount of unrecognized compensation cost that will be recognized over the first half of 2023.

The annual expense related to non-employee director’s restricted stock units was $ 1.7 million for 2023, $ 1.7 million for 2022 and $ 1.2 million for 2021, with an immaterial amount of unrecognized compensation cost that will be recognized over the first half of 2024.

Earnings Per Share

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Diluted earnings per common share $ 18.49 $ 16.53 $ 10.05

In 2022, 2021 and 2020, 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.

In 2023, 2022 and 2021, the Company excluded 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.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI for the fiscal years ended January 1, 2023, and January 2, 2022:

The following table summarizes the changes in AOCI for the fiscal years ended December 31, 2023, and January 1, 2023:

(in millions) Foreign Currency Translation Cash Flow Hedges Pension and Postretirement Benefits Total

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Net other comprehensive income (loss) 79.6 6.9 5.9 92.4

Balance as of January 1, 2023 $ ( 472.3 ) $ 1.3 $ ( 255.5 ) $ ( 726.5 )

The reclassification out of AOCI for the fiscal years ended January 1, 2023, and January 2, 2022, are as follows:

Balance as of December 31, 2023 $ ( 392.7 ) $ 8.2 $ ( 249.6 ) $ ( 634.1 )

The reclassification out of AOCI for the fiscal years ended December 31, 2023, and January 1, 2023, are as follows:

(in millions) Amount reclassified from AOCI Amount reclassified from AOCI Financial Statement Presentation

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Derivative Instruments

As of January 1, 2023, Teledyne had foreign currency forward contracts designated as cash flow hedges to buy Canadian dollars and to sell U.S.

As of December 31, 2023, Teledyne had foreign currency forward contracts designated as cash flow hedges to buy Canadian dollars and to sell U.S.

dollars totaling $ 164.2 million.

These foreign currency forward contracts have maturities ranging from March 2024 to February 2026.

As of January 1, 2023, Teledyne had foreign currency forward contracts designated as cash flow hedges to buy British pounds and to sell U.S.

As of December 31, 2023, Teledyne had foreign currency forward contracts designated as cash flow hedges to buy British pounds and to sell U.S.

dollars totaling $ 16.8 million.

These foreign currency forward contracts have maturities ranging from March 2024 to February 2025.

The cross currency swaps have notional amounts of € 130.0 million and $ 125.0 million, and € 156.0 million and $ 150.0 million, and mature in March 2023 and October 2024, respectively.

The interest rate swap has a notional amount of $ 125.0 million U.S.

dollars and matures in March 2023.

The cross currency swap has notional amounts of € 156.0 million and $ 150.0 million and mature in October 2024.

In addition, the Company utilizes foreign currency forward contracts which are not designated as hedging instruments for accounting purposes to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables.

As of January 1, 2023, Teledyne had foreign currency contracts of this type primarily in the following pairs (in millions):

As of December 31, 2023, Teledyne had foreign currency contracts of this type primarily in the following pairs (in millions):

Contracts to Buy Contracts to Sell

Currency Amount Currency Amount

Canadian Dollars $ 11.1 Euros € 7.5

Canadian Dollars $ 271.5 U.S.

Dollars US$ 200.7

Danish Krone Kr.

Dollars US$ 17.0

Euros € 55.5 U.S.

Dollars US$ 59.6

Great Britain Pounds £ 20.6 Euros € 23.8

Great Britain Pounds £ 34.8 U.S.

Dollars US$ 43.8

Dollars US$ 15.6 Swedish Krona kr 168.8

Danish Krone Kr.

Norwegian Krone kr 138.1 U.S.

Dollars US$ 13.1

Swedish Krona kr 205.0 Euros € 16.8

Norwegian Krone kr 214.7 Swedish Krona kr 231.4

The above table includes non-designated hedges derived from terms contained in triggered or previously designated cash flow hedges.

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(b) Amount reclassified to offset earnings impact of liability hedged by cross currency swap

Net deferred losses recorded in AOCI, net of tax, for forward contracts that will mature in the next 12 months total $ 5.0 million.

These losses are expected to be offset by anticipated gains in the value of the forecasted underlying hedged item.

Amounts related to the cross currency swaps and interests rate swap expected to be reclassified from AOCI into income in the next 12 months total $ 7.2 million.

The effect of derivative instruments not designated as cash flow hedges recognized in other income and expense for 2022 and 2021 was an expense of $ 32.0 million and income of $ 21.9 million, respectively.

Net deferred gains recorded in AOCI, net of tax, for forward contracts that will mature in the next 12 months total $ 3.4 million.

These gains are expected to be offset by anticipated losses in the value of the forecasted underlying hedged item.

Amounts related to the cross currency swaps expected to be reclassified to AOCI into income in the next 12 months total $ 5.0 million.

The effect of derivative instruments not designated as cash flow hedges recognized in other income and expense for 2023 and 2022 was an expense of $ 13.7 million and expense of $ 32.0 million, respectively.

Fair Value Measurements

Cash equivalents were $ 167.1 million at January 1, 2023 and less than $ 0.1 million at January 2, 2022.

Cash equivalents were $ 265.1 million and $ 167.1 million at December 31, 2023 and January 1, 2023, 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.

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The Company’s long-term debt is considered a level 2 fair value hierarchy and is valued based on observable market data.

As of January 1, 2023 and January 2, 2022, the aggregate fair values of our borrowings were $ 3,492.7 million and $ 4,146.6 million, respectively, and the carrying values were $ 3,947.1 million and $ 4,130.0 million,

respectively.

As of December 31, 2023 and January 1, 2023, the aggregate fair values of our borrowings were $ 2,965.3 million and $ 3,492.7 million, respectively, and the carrying values were $ 3,266.0 million and $ 3,947.1 million, respectively.

The fair values of the Company’s derivative financial instruments are presented below.

All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy (in millions):

Asset (Liability) Derivative Positions Balance sheet location January 1, 2023 January 2, 2022

Asset (Liability) Derivative Positions Balance sheet location December 31, 2023 January 1, 2023

Derivatives designated as hedging instruments:

Cash flow forward contracts Other current assets $ 3.7 $ 0.4

Cash flow forward contracts Other non-current assets 2.4 $ —

Cash flow forward contracts Accrued liabilities — ( 6.8 )

Interest rate contracts Other current assets — 0.7

Interest rate contracts Accrued liabilities — ( 1.2 )

Interest rate contracts Other long-term liabilities — ( 0.1 )

Cash flow cross currency swaps Other current assets 0.1 2.7

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Total asset (liability) derivatives $ ( 4.1 ) $ ( 38.8 )

The carrying value of other on-balance-sheet financial instruments approximates fair value, and the cost, if any, to terminate off-balance sheet financial instruments (primarily letters of credit) is not significant.

The carrying value of other on-balance-sheet financial instruments approximates fair value, and the cost, if any, to

terminate off-balance sheet financial instruments (primarily letters of credit) is not significant.

Operating Leases

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No lease agreement imposes a restriction on the Company’s ability to engage in financing transactions or enter into further lease agreements.

At January 1, 2023, Teledyne has right-of-use assets of $ 142.1 million included in noncurrent other assets, net on the consolidated balance sheets.

At January 1, 2023, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in millions):

At December 31, 2023, Teledyne has right-of-use assets of $ 141.7 million included in noncurrent other assets, net on the consolidated balance sheets.

At December 31, 2023, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in millions):

Operating lease commitments:

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Current portion (included in current accrued liabilities) ( 30.1 )

Present value of minimum lease payments, net of current portion $ 125.9

Present value of minimum lease payments, net of current portion (included in other long-term liabilities) $ 123.4

The weighted average remaining lease term for operating leases is approximately 6.4 years and the weighted average discount rate is approximately 4.72 %.

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Cash paid for amounts included in the measurement of lease liabilities was $ 39.5 million for 2023 and $ 36.9 million for 2022.

Right-of-use assets obtained in

exchange for lease obligations was $ 26.1 million for 2022 and $ 24.3 million for 2021

Right-of-use assets obtained in exchange for lease obligations was $ 21.7 million for 2023 and $ 26.1 million for 2022.

Finance Leases and Subleases

Our finance leases and subleases are not material.

The Company’s finance leases and subleases are not material.

Commitments and Contingencies

The Company is subject to federal, state and local environmental laws and regulations which require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations, including sites at which the Company has been identified as a potentially responsible party under the federal Superfund laws and comparable state laws.

At January 1, 2023, the Company’s reserves for environmental remediation obligations totaled $ 5.8 million, of which $ 1.6 million is included in current accrued liabilities and the remainder included in other long-term liabilities .

The Company periodically 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 expend present accruals over many years and will complete remediation of all sites with which it has been identified in up to thirty years .

Effective April 24, 2022, the United States Department of State’s Office of Defense Trade Controls Compliance (“DDTC”) closed the four-year Consent Agreement that had been entered into by FLIR Systems, Inc.

to resolve allegations regarding various violations of the International Traffic in Arms Regulations (“ITAR”).

On April 13, 2022, Teledyne paid $ 3.5 million as the final installment of the civil penalty under the Consent Agreement.

While FLIR and its successor by mergers, Teledyne FLIR, have enhanced the trade compliance program more broadly, implemented remedial measures and have undergone external audits of the ITAR compliance program, future adverse disclosures and findings could cause incurrence of additional expenses in connection with potential penalties or further remedial measures.

In April 2021, FLIR resolved allegations of misrepresentations made to the U.S.

Department of Commerce, Bureau of Industry and Security (“BIS”), between November 2012 and December 2013, in a commodity jurisdiction request relating to newly developed Lepton uncooled focal plane arrays by an administrative settlement and fine of $ 0.3 million and agreeing to perform two internal audits of its EAR export compliance programs.

The first internal audit has been completed timely and another voluntary disclosure had been filed to report potential violations.

This case was closed without further action by BIS with the issuance of a warning letter.

The second internal audit was completed timely in October 2022, for which a voluntary disclosure was also filed and is still pending disposition.

Teledyne has made other voluntary disclosures to the U.S.

Trade Compliance Matters

Teledyne has made voluntary disclosures to the U.S.

Department of State and the U.S.

Department of Commerce, including to BIS with respect to Teledyne FLIR shipments of products from non-U.S.

Department of Commerce, including to the Bureau of Industry and Security (“BIS”) with respect to Teledyne FLIR shipments of products from non-U.S.

jurisdictions which were not authorized due to a potentially incorrect de minimis calculation methodology under section 734.4 and Supplement No.

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However, 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 an outcome becomes estimable or known.

Environmental Remediation Obligations

At December 31, 2023, the Company’s reserves for environmental remediation obligations totaled $ 5.4 million, of which $ 1.5 million is included in current accrued liabilities and the remainder included in other long-term liabilities .

The Company periodically evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties.

complexity of the investigation and remediation, and the standards for remediation.

The Company expects that it will expend present accruals over many years and will complete remediation of all sites with which it has been identified in up to thirty years .

Other Claims and Legal Matters

Various claims (whether based on U.S.

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Under government regulations, a company, or one or more of its operating divisions or units, can also be suspended or debarred from government contracts based on the results of investigations.

However, although the outcome of these matters cannot be predicted with certainty, management does not believe there is any audit, review or investigation currently pending against the Company of which management is aware that is likely to result in suspension or debarment of the Company, or that is otherwise likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.

However, although the outcome of these matters cannot be predicted with certainty, management does not believe there is any audit, review or investigation currently pending against the Company of which management has knowledge that is likely to result in suspension or debarment of the Company, or that is otherwise likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.

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, commercial contracts, employment and employee benefits.

While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings 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.

While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings 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.

Subsequent Events

On January 3, 2023, the Company acquired ChartWorld International Limited and affiliates ("ChartWorld").

ChartWorld is part of the Digital Imaging segment.

On February 13, 2024, the Company announced that it entered into an agreement to acquire Adimec Holding B.V.

and its subsidiaries (“Adimec”).

Adimec, founded in 1992 and headquartered in Eindhoven, Netherlands, develops customized high-performance industrial and scientific cameras.

The closing of the transaction, which is subject to customary conditions and approvals, is anticipated to occur in the first half of 2024.

Adimec will be part of the Digital Imaging segment.

Schedule II VALUATION AND QUALIFYING ACCOUNTS

VALUATION AND QUALIFYING ACCOUNTS

For the Fiscal Years Ended January 1, 2023, January 2, 2022 and January 3, 2021

For the Fiscal Years Ended December 31, 2023, January 1, 2023 and January 2, 2022

(in millions)

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3.1 Restated Certificate of Incorporation of Teledyne Technologies Incorporated (including Certificate of Designation of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 2, 2000 (File No.

3.2 F o urth Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.

2 to the Company’s Current Report on Form 8-K dated December 20, 2022 (File No.

4.1 Description of the Registrant's Securities (incorporated by reference to Ex hibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2022 (File No.

3.2 Fourth Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 20, 2022 (File No.

4.1 Description of the Registrant ’ s Securities (incorporated by reference to Exhibit 4.1 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended January 2, 2022 (File No.

4.2 Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S.

4 unchanged sentences

(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2021) (File No.

4.4 Form of 0.650% Notes due 2023 (form included as Exhibit A to the First Supplemental Indenture files as Exhibit 4.3)

4.4 Form of 0.950% Notes due 2024 (form included as Exhibit B to the First Supplemental Indenture files as Exhibit 4.3)

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1) dated as of November 29, 1999 (File No.

10.2 Teledyne Technologies Incorporated 2008 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 7, 2008 (File No.

10.3 Teledyne Technologies Incorporated Administrative Rules of the 2008 Incentive Award Plan Related to Non-Employee Director Stock Compensation (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2008 (File No.

10.4 Form of Stock Option Agreement under the 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 19, 2010 (File No.1-15295))†

10.2 Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 8, 2012 (File No.

10.3 Administrative Rules of the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan Related to Non-Employee Director Stock Compensation (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2012 (File No.

10.7 Form of Stock Option Agreement under the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2012 (File No.

10.4 Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 5, 2014 (File No.

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10.11 Administrative Rules for the Restricted Stock Award Program under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 23, 2018)†

10.16 Form of Restricted Stock Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 23, 2018)†

10.12 F orm of Restricted Stock Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan for awards made prior to 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 23, 2018)†

10.13 Form of Stock Option Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 23, 2018)†

10.18 Terms and Conditions of Stock Option Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan for grants made after 2018 to Robert Me h rabian and Aldo Pichelli (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2019 File No.

10.14 Terms and Conditions of Stock Option Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan for grants made after 2018 to Robert Mehrabian (incorporated by reference to Exhibit 10.17 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended December 29, 2019 File No.

10.15 Summary Plan Description for the Performance Share Plan 2018-2020 Cycle under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Company ’ s Current Report on Form 8-K dated January 23, 2018)†

10.20 Performance Plan Summary Plan Description (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 26, 2021 File No.

10.21 Seventh Amended and Restated Employment Agreement dated as of August 27, 2021, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 27, 2021 (File No.

10.25 Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 31, 2011 (File No.

10.16 Performance Plan Summary Plan Description for awards made prior to 2024 (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K dated January 26, 2021 File No.

10.17 Form of Performance-Based Restricted Stock Unit Agreement for awards made after January 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 23, 2024 File No.

10.18 Performance Plan - Summary Plan Description for awards made after J anuary1, 2024 (i ncorporated by reference to Exhibit 10.2 to the Compan y Re p ort on Form 8-K dated January23, 2024 File No.

10.19 Eighth Amended and Restated Employment Agreement, dated as of October 24, 2023, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.2 to the Company ’ s Current Report on Form 8-K dated October 24, 2023 File No.

10.20 Transition of Employment and Agreement Termination Employment Agreement between Teledyne Netherlands BV and Edwin Roks, dated December 29, 2023*

10.21 Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibi t 10.1 to the Co mpany ’ s Current Report on Form 8-K dated J anuary 31, 2011 (File No.

10.22 Amended and Restated change in Control Severance Agreement dated January 31, 2011, by and between Teledyne Technologies Incorporated and Susan L.

Main (incorporated by reference to Exhibit 10.12 to Company’s Annual Report on Form 10-K for the fiscal years ended December 29, 2013 (File No.

10.28 Amended and Restated Change in Controls Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Jason Vanwees (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K for the fiscal year end January 3, 2016(File No.

10.29 Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Melanie Cibik (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year end December 29, 2013 (File No.

10.23 Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Jason Vanwees (incorporated by reference to Exhibit 10.39 to the Company ’ s Annual Report on Form 10-K for the fiscal year end January 3, 2016(File No.

10.24 Change in Control Severance Agreement, dated as of September 1, 2012, by and among Teledyne Technologies Incorporated and George C.

Bobb III (incorporated by reference to Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No.

10.25 Amended and Restated Change in Control Severance Agreement, dated as of January31, 2011, by and between Teledyne Technologies Incorporated and Edwin Roks (incorporated by reference to Exhibit 10.40 to the Company ’ s Annual Report on Form 10-K for the fiscal year end December 30, 2018 (File No.

10.31 Teledyne Technologies Incorporated Executive Deferred Compensation Plan, as originally effective as of November 29, 1999, as amended and restated effective December 31, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2008)(File No.

10.26 Amended and R estated Chang e in Cont rol Severance Agreement, dated as of January 31, 2011, by an d between Teledyne Technologies Incorporated and Step hen F.

Bl ackwood * †

10.27 Teledyne Technologies Incorporated Pension Equalization/Benefit Restoration Plan, as originally effective as of November 29, 1999, as amended and restated effective December 31, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, 2008 (File No.

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10.30 First Amendment to Amended and Restated Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated October 3, 2021) (File No.

10.31 Second Amendment to Amended and Restated Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No.

10.32 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.

10.37 Amended and Restated Term Loan Credit Agreement, dated October 30, 2019, by an d among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the several banks and other financial institutions form time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, and B of A Securities, Inc., as sole book manager and sole lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 30, 2019).

10.33 Amended and Restated Term Loan Credit Agreement, dated October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the several banks and other financial institutions form time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, and B of A Securities, Inc., as sole book manager and sole lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 30, 2019).

10.34 First Amendment to Amended and Restated Term Loan Credit Agreement dated as of January 19, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, the several banks and other financial institutions from time to time parties thereto as lenders and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 19, 2021 File No.

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as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated October 3, 2021) (File No.

10.37 Fourth Amendment to Amended and Restated Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A.

as administrative agent (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No.

10.38 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.

10.39 Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No.

10.40 First Amendment to the Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No.

10.41 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.

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32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

97.1 Teledyne Technologies Incorporated Compensation Recoupment Policy*

101.INS XBRL Instance Document**

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Teledyne Technologies Incorporated (Registrant)

/s/ Robert Mehrabian

Robert Mehrabian

Chairman, President and Chief Executive Officer

/s/ Edwin Roks

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Robert Mehrabian Chairman, President and Chief

Robert Mehrabian Executive Officer (Principal Executive Officer) and Director

February 24, 2023

Main Senior Vice President and

Main Chief Financial Officer

/s/ Edwin Roks Chief Executive Officer

Edwin Roks (Principal Executive Officer) February 23, 2024

/s/ Stephen F.

Blackwood Senior Vice President and

Blackwood Chief Financial Officer

(Principal Financial Officer) February 23, 2024

/s/ Cynthia Belak Vice President and

Cynthia Belak

(Principal Accounting Officer) February 24, 2023

/s/ Cynthia Belak Vice President and Controller

Cynthia Belak (Principal Accounting Officer) February 23, 2024

/s/ Robert Mehrabian Executive Chairman and Director February 23, 2024

Robert Mehrabian

* Director February 23, 2024

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures