TELEDYNE TECHNOLOGIES INC 10-K

Item 9A. Controls and Procedures Disclosure Controls 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 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 See Management Statement on page 37 for management’s annual report on internal control over financial reporting. 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 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 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. Our toll-free Ethics Help Line (1-877-666-6968) continues to be an alternative means to communicate concerns to the Company’s management. Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is set forth in the 2024 Proxy Statement under the captions “Executive 34 Table of Contents 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. Item 11. Executive Compensation The information required by this item is set forth in the 2024 Proxy Statement under the captions “Executive and Director Compensation” and “Personnel and Compensation Committee Report” incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is set forth in the 2024 Proxy Statement under the caption “Stock Ownership Information” and “Securities Authorized for Issuance Under Equity Compensation Plans” and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is set forth in the 2024 Proxy Statement under the captions “Corporate Governance” and “Certain Transactions” and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this item is set forth in the 2024 Proxy Statement under the captions “Fees Billed by Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies” under “Item 2 on Proxy Card - Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Exhibits and Financial Statement Schedules: (1) Financial Statements 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 See Schedule II captioned “Valuation and Qualifying Accounts” on page 72 of this Report, which is incorporated herein by reference. (3) Exhibits A list of exhibits filed with this Form 10-K or incorporated by reference is found in the Exhibit Index immediately following the certifications of this Report and incorporated herein by reference. (b) Exhibits: See Item 15(a)(3) above. (c) Financial Schedules: See Item 15(a)(2) above. 35 Table of Contents INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION Page Financial Statements and Related Information: Management Statement 37 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 38 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 39 Consolidated Statements of Income 41 Consolidated Statements of Comprehensive Income 41 Consolidated Balance Sheets 42 Consolidated Statements of Stockholders’ Equity 43 Consolidated Statements of Cash Flows 44 Notes to Consolidated Financial Statements 45 Financial Statement Schedule: Schedule II - Valuation and Qualifying Accounts 72 36 Table of Contents MANAGEMENT STATEMENT RESPONSIBILITY FOR PREPARATION OF THE FINANCIAL STATEMENTS AND ESTABLISHING AND MAINTAINING ADEQUATE INTERNAL CONTROL OVER FINANCIAL REPORTING We are responsible for the preparation of the financial statements included in this Annual Report on Form 10-K. The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on the best estimates and judgments of management. The other financial information contained in this Annual Report on Form 10-K is consistent with the financial statements. Our internal control system is designed to provide reasonable assurance concerning the reliability of the financial data used in the preparation of Teledyne financial statements, as well as to safeguard the Company’s assets from unauthorized use or disposition. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement presentation. REPORT OF MANAGEMENT ON TELEDYNE TECHNOLOGIES INCORPORATED’S INTERNAL CONTROL OVER FINANCIAL REPORTING 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 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 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. Their report appears on page 38 of this Annual Report. Date: February 23, 2024 /s/ EDWIN ROKS Edwin Roks Chief Executive Officer Date: February 23, 2024 /s/ STEPHEN F. BLACKWOOD Stephen F. Blackwood Senior Vice President and Chief Financial Officer 37 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Teledyne Technologies Incorporated Thousand Oaks, California 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 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Los Angeles, California February 23, 2024 38 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Teledyne Technologies Incorporated Thousand Oaks, California Opinion on the Financial Statements 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 – Refer to Notes 2, 4, and 6 to the financial statements Critical Audit Matter Description 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 (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: 39 Table of Contents • 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 performed an analysis comparing applicable industry forecasted long-term revenue growth rates to management’s projected revenues used within the valuation model. • 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 performed an analysis comparing applicable industry forecasted long-term revenue growth rates to management’s projected revenues used within the valuation model. • 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 Los Angeles, California February 23, 2024 We have served as the Company’s auditor since 2015. 40 Table of Contents TELEDYNE TECHNOLOGIES INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per-share amounts) For the Fiscal Year 2023 2022 2021 Net sales $ 5,635.5 $ 5,458.6 $ 4,614.3 Costs and expenses Cost of sales 3,196.1 3,128.3 2,772.9 Selling, general and administrative 1,208.3 1,156.6 1,067.8 Acquired intangible asset amortization 196.7 201.7 149.3 Total costs and expenses 4,601.1 4,486.6 3,990.0 Operating income (loss) 1,034.4 972.0 624.3 Interest and debt expense, net ( 77.3 ) ( 89.3 ) ( 90.8 ) Non-service retirement benefit income 12.4 11.4 11.2 Gain (loss) on debt extinguishment 1.6 10.6 ( 13.4 ) Other income (expense), net ( 12.2 ) 3.4 2.5 Income (loss) before income taxes 958.9 908.1 533.8 Provision (benefit) for income taxes 72.3 119.2 88.5 Net income (loss) including noncontrolling interest 886.6 788.9 445.3 Less: Net income (loss) attributable to noncontrolling interest 0.9 0.3 — Net income (loss) attributable to Teledyne $ 885.7 $ 788.6 $ 445.3 Basic earnings per common share $ 18.80 $ 16.85 $ 10.31 Weighted average common shares outstanding 47.1 46.8 43.2 Diluted earnings per common share $ 18.49 $ 16.53 $ 10.05 Weighted average diluted common shares outstanding 47.9 47.7 44.3 The accompanying notes are an integral part of these financial statements. TELEDYNE TECHNOLOGIES INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) For the Fiscal Year 2023 2022 2021 Net income (loss) including noncontrolling interest $ 886.6 $ 788.9 $ 445.3 Other comprehensive income (loss): Foreign exchange translation adjustment 79.6 ( 343.3 ) ( 44.4 ) Hedge activity, net of tax 6.9 4.7 ( 5.7 ) Pension and postretirement benefit adjustments, net of tax 5.9 42.1 50.2 Other comprehensive income (loss) (a) 92.4 ( 296.5 ) 0.1 Comprehensive income (loss) including noncontrolling interest 979.0 492.4 445.4 Less: Comprehensive income (loss) attributable to noncontrolling interest 0.9 0.3 — Comprehensive income (loss) attributable to Teledyne $ 978.1 $ 492.1 $ 445.4 (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. 41 Table of Contents TELEDYNE TECHNOLOGIES INCORPORATED CONSOLIDATED BALANCE SHEETS For the Fiscal Years Ended December 31, 2023 and January 1, 2023 (in millions, except share amounts) 2023 2022 Assets Current Assets Cash and cash equivalents $ 648.3 $ 638.1 Accounts receivable, net 899.7 883.7 Unbilled receivables, net 302.4 274.7 Inventories, net 917.7 890.7 Prepaid expenses and other current assets 213.3 130.7 Total Current Assets 2,981.4 2,817.9 Property, plant and equipment, net 777.0 769.8 Goodwill 8,002.8 7,873.0 Acquired intangible assets, net 2,278.1 2,440.6 Prepaid pension assets 203.3 178.4 Other assets, net 285.3 274.3 Total Assets $ 14,527.9 $ 14,354.0 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 384.7 $ 505.7 Accrued liabilities 781.3 717.6 Current portion of long-term debt and other debt 600.1 300.1 Total Current Liabilities 1,766.1 1,523.4 Long-term debt 2,644.8 3,620.5 Long-term deferred tax liabilities 415.4 490.0 Other long-term liabilities 475.8 547.2 Total Liabilities 5,302.1 6,181.1 Commitments and Contingencies Redeemable Noncontrolling Interest 4.6 3.7 Stockholders’ Equity Preferred stock, $ 0.01 par value; authorized 15,000,000 shares; outstanding shares- no ne — — Common stock, $ 0.01 par value; authorized 125,000,000 shares; Issued shares: 47,331,845 at December 31, 2023, and 47,194,766 at January 1, 2023; outstanding shares: 47,331,845 at December 31, 2023, and 46,912,635 at January 1, 2023 0.5 0.5 Additional paid-in capital 4,407.3 4,353.4 Retained earnings 5,447.5 4,561.8 Treasury stock, — at December 31, 2023 and 282,131 at January 1, 2023 — ( 20.0 ) Accumulated other comprehensive income (loss) ( 634.1 ) ( 726.5 ) Total Stockholders’ Equity 9,221.2 8,169.2 Total Liabilities and Stockholders’ Equity $ 14,527.9 $ 14,354.0 The accompanying notes are an integral part of these financial statements. 42 Table of Contents TELEDYNE TECHNOLOGIES INCORPORATED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in millions) Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total 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 — — Stock-based compensation — 33.9 — — — 33.9 Exercise of stock options — 25.4 — — — 25.4 Balance, January 2, 2022 0.5 4,317.1 3,773.2 ( 38.8 ) ( 430.0 ) 7,622.0 Net income (loss) — — 788.6 — — 788.6 Other comprehensive income (loss), net of tax — — — — ( 296.5 ) ( 296.5 ) Treasury stock issued — ( 18.8 ) — 18.8 — — Stock-based compensation — 31.5 — — — 31.5 Exercise of stock options — 23.6 — — — 23.6 Balance, January 1, 2023 0.5 4,353.4 4,561.8 ( 20.0 ) ( 726.5 ) 8,169.2 Net income (loss) — — 885.7 — — 885.7 Other comprehensive income (loss), net of tax — — — — 92.4 92.4 Treasury stock issued — ( 20.0 ) — 20.0 — — Stock-based compensation and other — 28.5 — — — 28.5 Exercise of stock options — 45.4 — — — 45.4 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. 43 Table of Contents TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) For the Fiscal Year 2023 2022 2021 Operating Activities Net income (loss) including noncontrolling interest $ 886.6 $ 788.9 $ 445.3 Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by (used in) operating activities: Depreciation and amortization 316.4 332.2 371.8 Stock-based compensation 32.3 31.5 33.9 Bridge financing and debt extinguishment (income) expense ( 1.6 ) ( 10.6 ) 30.5 Changes in operating assets and liabilities, net of businesses acquired: Accounts receivable and unbilled receivables ( 21.7 ) ( 87.9 ) ( 158.9 ) Inventories ( 14.3 ) ( 155.2 ) 7.0 Prepaid expenses and other assets ( 42.6 ) ( 50.4 ) 11.8 Accounts payable ( 124.9 ) 45.9 99.1 Accrued expenses and other liabilities 49.7 ( 344.2 ) ( 5.7 ) Deferred taxes and income taxes receivable (payable), net ( 230.9 ) ( 35.2 ) ( 21.4 ) Other, net ( 12.9 ) ( 28.2 ) 11.2 Net cash provided by (used in) operating activities 836.1 486.8 824.6 Investing Activities Purchases of property, plant and equipment ( 114.9 ) ( 92.6 ) ( 101.6 ) Purchase of businesses and other investments, net of cash acquired ( 77.7 ) ( 99.6 ) ( 3,723.3 ) Other, net 2.3 16.8 0.6 Net cash provided by (used in) investing activities ( 190.3 ) ( 175.4 ) ( 3,824.3 ) 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 (maturities) of cross currency swap ( 13.5 ) 43.1 — Proceeds from stock options exercised 45.4 23.6 25.4 Payments for bridge financing and debt extinguishment — — ( 30.5 ) Other, net ( 4.5 ) ( 1.9 ) ( 22.0 ) Net cash provided by (used in) financing activities ( 651.5 ) ( 110.0 ) 2,807.1 Effect of exchange rate changes on cash and cash equivalents 15.9 ( 38.0 ) ( 5.8 ) Change in cash and cash equivalents 10.2 163.4 ( 198.4 ) Cash and cash equivalents—beginning of period 638.1 474.7 673.1 Cash and cash equivalents—end of period $ 648.3 $ 638.1 $ 474.7 The accompanying notes are an integral part of these financial statements. 44 Table of Contents TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 Note 1. 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 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: Digital Imaging, Instrumentation, Aerospace and Defense Electronics and Engineered Systems. Note 2. Summary of Significant Accounting Policies Fiscal Year The Company operates on a 52- or 53-week fiscal year convention ending on the Sunday nearest to December 31. 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. Fiscal year 2021 was a 52-week fiscal year and ended on January 2, 2022. References to the years 2023, 2022 and 2021 are intended to refer to the respective fiscal year unless otherwise noted. Principles of Consolidation The consolidated financial statements include the accounts of Teledyne and its majority-owned subsidiaries. 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 The Company’s foreign entities’ accounts are generally measured using local currency as the functional currency. Assets and liabilities of these entities are translated at the exchange rate in effect at year-end. Revenues and expenses are translated at average month end rates of exchange prevailing during the year. Unrealized translation gains and losses arising from differences in exchange rates from period to period are included as a component of accumulated other comprehensive income (loss) (“AOCI”). Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to sales returns and allowances, allowance for doubtful accounts, inventories, goodwill, intangible assets, asset valuations, income taxes, warranty obligations, pension and other postretirement benefits, long-term contracts, environmental, workers’ compensation and general liability, employee benefits and other contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances at the time, the results of which form the basis for making its judgments. Actual results may differ materially from these estimates under different assumptions or conditions. Management believes that the estimates used are reasonable. Cash and Cash Equivalents 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 45 Table of Contents (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. The Company may receive interim payments as work progresses, although for some contracts, the Company may be entitled to receive an advance payment. The Company recognizes a liability for these interim and advance payments in excess of revenue recognized and present it as a contract liability. Contract liabilities typically are not considered a significant financing component because these cash advances are used to meet working capital demands that can be higher in the early stages of a contract, and these cash advances protect us from the other party failing to adequately complete some or all of its obligations under the contract. When revenue recognized exceeds the amount billed to the customer, the Company records an unbilled receivable (contract asset) for the amount entitled to be received based on an enforceable right to payment. The Company evaluates the collectability of its accounts receivable and contract assets based on a combination of factors, and judgment is required in the estimation process. If the Company becomes aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible from the customer. For all other customers, the Company uses an aging schedule and recognizes allowances for doubtful accounts based on the creditworthiness of the debtor, the age and status of outstanding receivables, the current business environment and historical collection experience adjusted for current expectations for the customers or industry. Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible. Trade credit is extended based upon evaluations of each customer’s ability to perform its obligations, which are updated periodically. Inventories Inventories are stated at the lower of cost or net realizable value and primarily valued on an average cost or first-in, first-out method. Inventory adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part-level basis to forecasted product demand and historical usage. Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are determined using a combination of accelerated and straight-line methods over the estimated useful lives of the various asset classes. Buildings and building improvements are depreciated over periods not exceeding 45 years, equipment over 5 to 18 years, computer hardware and software over 3 to 7 years and leasehold improvements over the shorter of the estimated remaining lives or lease terms. Significant improvements are capitalized while maintenance and repairs are charged to expense as incurred. Depreciation expense on property, plant and equipment was $ 119.1 million in 2023, $ 129.8 million in 2022 and $ 115.2 million in 2021. Goodwill, Acquired Intangible Assets and Other Long-Lived Assets Goodwill and acquired intangible assets with indefinite lives are not amortized but tested at least annually for impairment. The Company performs an annual impairment test for goodwill and other indefinite-lived intangible assets in the fourth quarter of each year, or more often as circumstances require. The Company uses qualitative and quantitative approaches when testing goodwill for impairment. For selected reporting units under the qualitative approach, the Company performs a qualitative evaluation of events and circumstances impacting the reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if the Company determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, the Company performs a quantitative impairment test. A quantitative impairment test, if applicable, is used to identify potential goodwill impairment and then measure the amount of goodwill impairment loss, if any. The Company performs quantitative tests for reporting units at least once every three years . 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. Acquired intangible assets with finite lives are amortized and reflected in the segment’s operating income over their estimated useful lives. The Company assesses the recoverability of the carrying value of assets held for use based on a review of projected undiscounted cash flows. Impairment losses, where identified, are determined as the excess of the carrying value over the estimated fair value of the long-lived asset, and reflected in selling, general and administrative expense at the respective business segment. Pension and Postretirement Costs The Company’s accounting for its defined benefit pension plans requires that amounts recognized in financial statements be determined on an actuarial basis, rather than as contributions are made to the plan. In consultation with actuaries, the Company determines the appropriate assumptions for use in determining the liability for future pension benefits. Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when they exceed the accounting corridor. The accounting corridor is a defined range within which amortization of net gains and losses is not required and is equal to 10% of the greater of the market-related value of assets or benefit obligations. Gains or losses outside of the corridor are subject to amortization. 46 Table of Contents Product Warranties 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. 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 . The product warranty reserve is included in current accrued liabilities and long-term liabilities on the consolidated balance sheets. Environmental Liabilities Costs that mitigate or prevent future environmental contamination or extend the life, increase the capacity or improve the safety or efficiency of property utilized in current operations are capitalized. Other costs that relate to current operations or an existing condition caused by past operations are expensed in the period incurred. Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable, which is generally not later than the completion of the feasibility study or the Company’s recommendation of a remedy or commitment to an appropriate plan of action. The accruals are reviewed periodically and, as investigations and remediations proceed, adjustments are made as necessary. Accruals for losses from environmental remediation obligations do not consider the effects of inflation, and anticipated expenditures are not discounted to their present value. The accruals are not reduced by possible recoveries from insurance carriers or other third parties but do reflect anticipated allocations among potentially responsible parties at federal Superfund sites or similar state-managed sites and an assessment of the likelihood that such parties will fulfill their obligations at such sites. The measurement of environmental liabilities by the Company is based on currently available facts, present laws and regulations, and current technology. Such estimates take into consideration the Company’s prior experience in site investigation and remediation, the data concerning cleanup costs available from other companies and regulatory authorities, and the professional judgment of the Company’s environmental personnel in consultation with outside environmental specialists, when necessary. Revenue Recognition The Company determines the appropriate method by which it recognizes revenue by analyzing the nature of the products or services being provided as well as the terms and conditions of contracts or arrangements entered into with our customers. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. A contract’s transaction price is allocated to each distinct good or service (i.e., performance obligation) identified in the contract, and each performance obligation is valued based on its estimated relative standalone selling price. For standard products or services, list prices generally represent the standalone selling price. For performance obligations where list price is not available, the Company typically uses the expected cost plus a margin approach to estimate the standalone selling price for that performance obligation. Approximately 70 % of revenue is recognized at a point in time, with the remaining 30 % recognized over time. Revenue recognized at a point in time relates primarily to the sale of standard or minimally customized products, with control transferring to the customer generally upon the transfer of title. 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. The transaction price in these arrangements can include variable consideration, such as product returns and sales allowances. The estimation of this variable consideration and determination of whether to include estimated amounts as a reduction in the transaction price is based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company. Revenue recognized over time relates primarily to contracts to design, develop and/or manufacture highly engineered products used in both defense and commercial applications. This type of revenue arrangement is typical of the Company’s U.S. Government contracts and to a lesser extent for certain commercial contracts, with both contract types occurring across all segments. The customer typically controls the work in process as evidenced either by contractual termination clauses or by a right to payment for costs incurred to date plus a reasonable profit for products or services that do not have an alternative use. As control transfers continuously over time on these contracts, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company generally uses the cost-to-cost measure of progress as this measure best depicts the transfer of control to the customer which occurs as the Company incurs costs on contracts. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. 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 47 Table of Contents 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. Over time contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the contract modifications on the Company’s over time contracts are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. 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. When extended or non-customary warranties represents a separate performance obligation, the revenue is deferred and recognized ratably over the extended warranty period. The Company recognizes the incremental costs of obtaining or fulfilling a contract as expense when incurred if the amortization period of the asset is one year or less. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material. Shipping and Handling Shipping and handling fees reimbursed by customers are classified as revenue while shipping and handling costs incurred by the Company are classified as cost of sales in the accompanying consolidated statements of income. Research and Development and Bid and Proposal Costs 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 2021 amount includes a partial year of Teledyne FLIR research and development costs due to the timing of the acquisition. Leases The Company determines if an arrangement is a lease at inception. 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. Operating lease right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and use an implicit rate when readily available. Since most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate to determine the present value of lease payments. The rate will take into consideration the underlying asset’s economic environment, including the length of the lease term and currency that the lease is payable in. 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 48 Table of Contents 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 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 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. Income Taxes 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 49 Table of Contents 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. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company is using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company considers three years of cumulative operating income. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Income tax positions must meet a more-likely-than-not recognition in order to be recognized in the financial statements. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. Earnings Per Common Share Basic and diluted earnings per common share are computed based on net income (loss) attributable to Teledyne. The weighted average number of common shares outstanding during the period is used in the calculation of basic earnings per share. This number of shares is increased by contingent shares that could be issued under various compensation plans as well as by the dilutive effect of stock options based on the treasury stock method in the calculation of diluted earnings per common share. Derivative Instruments and Hedging Activities Teledyne transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency risk. The Company’s primary foreign currency risk objective is to protect the U.S. dollar value of future cash flows and minimize the volatility of reported earnings. The Company’s foreign currency objective is achieved through the following: • The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for our Canadian companies, and in British pounds for our U.K. companies. These contracts are designated and qualify 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. 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. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedges and must be highly effective in offsetting changes to future cash flows on hedged transactions. The effective portion of the cash flow hedge contracts’ gains or losses resulting from changes in the fair value of these hedges is initially reported, net of tax, as a component of AOCI in stockholders’ equity until the underlying hedged item is reflected in our consolidated statements of income, at which time the effective amount in AOCI is reclassified to revenue in our consolidated statements of income. In the event that the underlying forecasted transactions do not occur, or it becomes remote that they will occur, within the defined hedge period, the gains or losses on the related cash flow hedges will be reclassified from AOCI to other income and expense. During the current reporting period, all forecasted transactions occurred and, therefore, there were no such gains or losses reclassified to other income and expense, due to missed forecasts. Fair Value Measurements Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The Company considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The fair value hierarchy comprises three levels. Level 1 relates to quoted prices in active markets for identical assets or liabilities. 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); 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. Level 3 are unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy; for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. 50 Table of Contents Related Party Transactions For all periods presented, the Company had no material related party transactions that required disclosure. Recent Accounting Standards 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. Note 3. 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. ChartWorld 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 ETM During the fourth quarter of 2022, Teledyne acquired ETM-Electromatic, Inc. (“ETM”) for $ 87.7 million in cash, net of cash acquired, and subject to certain adjustments. ETM, headquartered in Newark, California, designs and manufactures high-power microwave and high-energy X-ray subsystems for cancer radiotherapy, defense and X-ray security applications. ETM is part of the Digital Imaging segment. Goodwill resulting from the ETM acquisition will not be deductible for tax purposes. NL Acoustics 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. NL Acoustics is part of the Digital Imaging segment. Goodwill resulting from the NL Acoustics acquisition will not be deductible for tax purposes. 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. 51 Table of Contents 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): 2023 Acquisitions Acquisition Date Cash Paid (a) Goodwill Acquired Acquired Intangible Assets Xena Networks October 13, 2023 $ 24.2 $ 21.1 $ 4.8 ChartWorld January 3, 2023 53.5 55.5 11.3 Total $ 77.7 $ 76.6 $ 16.1 (a) Net of cash acquired 2022 Acquisitions Acquisition Date Cash Paid (a) Goodwill Acquired Acquired Intangible Assets ETM October 28, 2022 $ 87.7 $ 33.5 $ 20.9 NL Acoustics (acquisition of 80 % interest) July 15, 2022 11.9 11.7 3.8 Total $ 99.6 $ 45.2 $ 24.7 (a) Net of cash acquired 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 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. Note 4. Business Segments Teledyne’s businesses are aligned in four reportable segments: Digital Imaging, Instrumentation, Aerospace and Defense Electronics and Engineered Systems. The Company manages, evaluates and aggregates its operating segments for segment reporting purposes primarily on the basis of product and service type, production process, distribution methods, type of customer, management organization, sales growth potential and long-term profitability. The 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. The Aerospace and Defense Electronics segment provides sophisticated electronic components and subsystems and communications products, including defense electronics, harsh environment interconnects, data acquisition and communications equipment for aircraft and components and subsystems for wireless and satellite communications, as well as general aviation batteries. The Engineered Systems segment provides innovative systems engineering and integration, advanced technology application, software development and manufacturing solutions for defense, space, environmental and energy applications. Business segment results include net sales and operating income by segment but excludes corporate office expenses. Corporate expense primarily includes various administrative expenses relating to the corporate office not allocated to our segments. 52 Table of Contents Information on the Company’s business segments was as follows (in millions): Net sales (a): 2023 2022 2021 Digital Imaging $ 3,144.1 $ 3,110.9 $ 2,412.9 Instrumentation 1,326.2 1,254.0 1,166.9 Aerospace and Defense Electronics 726.5 682.4 628.7 Engineered Systems 438.7 411.3 405.8 Total net sales $ 5,635.5 $ 5,458.6 $ 4,614.3 Operating income (loss): 2023 2022 2021 Digital Imaging $ 517.4 $ 519.3 $ 325.6 Instrumentation 338.3 295.3 253.7 Aerospace and Defense Electronics 199.6 184.1 133.2 Engineered Systems 44.7 39.2 48.6 Corporate expense ( 65.6 ) ( 65.9 ) ( 136.8 ) Total operating income (loss) $ 1,034.4 $ 972.0 $ 624.3 (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): 2023 2022 2021 Digital Imaging (a) $ 268.9 $ 279.0 $ 309.2 Instrumentation 27.7 32.6 38.1 Aerospace and Defense Electronics 11.5 12.4 13.2 Engineered Systems 4.4 4.4 7.2 Corporate 3.9 3.8 4.1 Total depreciation and amortization $ 316.4 $ 332.2 $ 371.8 (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. Capital expenditures (in millions): 2023 2022 2021 Digital Imaging $ 78.2 $ 63.9 $ 64.2 Instrumentation 14.0 9.3 13.3 Aerospace and Defense Electronics 10.9 8.0 8.4 Engineered Systems 3.4 5.3 12.9 Corporate 8.4 6.1 2.8 Total capital expenditures $ 114.9 $ 92.6 $ 101.6 Identifiable assets are those assets used in the operations of the segments. Corporate assets primarily consist of cash and cash equivalents, deferred taxes, pension assets and other assets. Identifiable assets (in millions): 2023 2022 2021 Digital Imaging $ 11,382.2 $ 11,432.3 $ 11,756.8 Instrumentation 1,692.3 1,626.4 1,640.3 Aerospace and Defense Electronics 569.1 540.1 536.3 Engineered Systems 184.8 200.3 179.2 Corporate 699.5 554.9 317.7 Total identifiable assets $ 14,527.9 $ 14,354.0 $ 14,430.3 Net sales by geographic region (in millions): 2023 2022 2021 United States $ 2,895.4 $ 2,872.6 $ 2,466.4 Europe 1,332.7 1,157.3 958.5 Asia 946.8 971.5 807.9 All other regions 460.6 457.2 381.5 Total net sales $ 5,635.5 $ 5,458.6 $ 4,614.3 53 Table of Contents Long-lived assets (in millions): 2023 2022 2021 United States $ 7,798.0 $ 7,873.1 $ 9,446.3 Canada 1,174.0 1,169.7 763.5 United Kingdom 852.8 825.8 622.4 France 434.0 427.4 463.7 All other countries 1,275.2 1,225.4 679.3 Total long-lived assets $ 11,534.0 $ 11,521.4 $ 11,975.2 Long-lived assets consist of property, plant and equipment, goodwill, acquired intangible assets, prepaid pension assets and other long-term assets including deferred compensation assets but excluding any deferred tax assets. In 2021, provisional amounts for goodwill and intangible assets were primarily included in the United States as the FLIR acquisition was provisional at that time. The all other countries category primarily consists of Teledyne’s other operations in Europe, primarily in Sweden, Norway, Belgium and Estonia. Product Lines The Instrumentation segment includes three product lines: 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 net sales by product line for the Instrumentation segment (in millions): Instrumentation: 2023 2022 2021 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 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. Note 5. Revenue Recognition and Contract Balances The Company disaggregates its revenue from contracts with customers by customer type and geographic region for each of our segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. With the exception of the Engineered Systems segment, net sales in each of our segments is primarily derived from fixed-price contracts. Net sales in the Engineered Systems segment are typically between 45 % and 55 % fixed-price contracts in a given reporting period, with the balance of net sales related to cost-reimbursable type contracts. For 2023, 2022 and 2021, approximately 49 %, 49 %, and 47 % of net sales in the Engineered Systems segment was derived from fixed-price contracts. Fiscal Year Ended December 31, 2023 Fiscal Year Ended December 31, 2023 Customer Type Geographic Region (c) (in millions) U.S. Govt. (a) Other (b) Total United States Europe Asia All other Total Net sales: Digital Imaging $ 570.7 $ 2,573.4 $ 3,144.1 $ 1,406.9 $ 808.7 $ 622.9 $ 305.6 $ 3,144.1 Instrumentation 95.9 1,230.3 1,326.2 566.2 386.8 253.0 120.2 1,326.2 Aerospace and Defense Electronics 330.3 396.2 726.5 492.0 137.2 67.1 30.2 726.5 Engineered Systems 384.8 53.9 438.7 430.3 — 3.8 4.6 438.7 Total $ 1,381.7 $ 4,253.8 $ 5,635.5 $ 2,895.4 $ 1,332.7 $ 946.8 $ 460.6 $ 5,635.5 (a) U.S. Government sales include sales as a prime contractor or subcontractor. (b) Primarily commercial sales (c) Geographic region by destination 54 Table of Contents Fiscal Year Ended January 1, 2023 Fiscal Year Ended January 1, 2023 Customer Type Geographic Region (c) (in millions) U.S. Govt. (a) Other (b) Total United States Europe Asia All other Total Net sales: Digital Imaging $ 619.1 $ 2,491.8 $ 3,110.9 $ 1,416.6 $ 749.7 $ 637.8 $ 306.8 $ 3,110.9 Instrumentation 108.1 1,145.9 1,254.0 554.5 311.5 267.1 120.9 1,254.0 Aerospace and Defense Electronics 266.3 416.1 682.4 494.6 96.1 65.3 26.4 682.4 Engineered Systems 366.4 44.9 411.3 406.9 — 1.3 3.1 411.3 Total $ 1,359.9 $ 4,098.7 $ 5,458.6 $ 2,872.6 $ 1,157.3 $ 971.5 $ 457.2 $ 5,458.6 (a) U.S. Government sale include sales as a prime contractor or subcontractor. (b) Primarily commercial sales (c) Geographic region by destination Fiscal Year Ended January 2, 2022 Fiscal Year Ended January 2, 2022 Customer Type Geographic Region (c) (in millions) U.S. Govt. (a) Other (b) Total United States Europe Asia All other Total Net sales: Digital Imaging $ 515.9 $ 1,897.0 $ 2,412.9 $ 1,082.6 $ 567.8 $ 510.3 $ 252.2 $ 2,412.9 Instrumentation 91.6 1,075.3 1,166.9 512.6 298.5 247.5 108.3 1,166.9 Aerospace and Defense Electronics 227.2 401.5 628.7 469.0 92.1 48.6 19.0 628.7 Engineered Systems 358.4 47.4 405.8 402.2 0.1 1.5 2.0 405.8 Total $ 1,193.1 $ 3,421.2 $ 4,614.3 $ 2,466.4 $ 958.5 $ 807.9 $ 381.5 $ 4,614.3 (a) U.S. Government sales include sales as a prime contractor or subcontractor. (b) Primarily commercial sales (c) Geographic region by destination 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 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 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. Note 6. Goodwill and Intangible Assets Goodwill (in millions) : Digital Imaging Instrumentation Aerospace and Defense Electronics Engineered Systems Total Balance at January 3, 2022 $ 6,867.5 $ 935.9 $ 165.7 $ 17.6 $ 7,986.7 Current year acquisitions 78.5 — — — 78.5 Foreign currency changes and other ( 165.6 ) ( 22.7 ) ( 3.9 ) — ( 192.2 ) Balance at January 1, 2023 6,780.4 913.2 161.8 17.6 7,873.0 Current year acquisitions 55.5 21.1 — — 76.6 Foreign currency changes and other 41.1 10.5 1.6 — 53.2 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. 55 Table of Contents 2023 2022 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Acquired intangible assets (in millions): Proprietary technology $ 1,696.6 $ 663.0 $ 1,033.6 $ 1,667.7 $ 497.4 $ 1,170.3 Customer list/relationships 609.5 219.4 390.1 596.1 177.0 419.1 Patents 0.6 0.6 — 0.6 0.6 — Non-compete agreements 0.9 0.9 — 0.9 0.9 — Definite-lived trademarks 10.2 5.8 4.4 7.1 4.4 2.7 Backlog 16.4 16.4 — 16.1 15.8 0.3 Acquired intangible assets subject to amortization 2,334.2 906.1 1,428.1 2,288.5 696.1 1,592.4 Acquired intangible assets not subject to amortization: Indefinite-lived trademarks 850.0 — 850.0 848.2 — 848.2 Total acquired intangible assets $ 3,184.2 $ 906.1 $ 2,278.1 $ 3,136.7 $ 696.1 $ 2,440.6 Amortizable acquired intangible assets are amortized on a straight-line basis over their estimated useful lives ranging from one to 15 years. Consistent with Teledyne’s growth strategy, the Company seeks to acquire companies in markets characterized by high barriers to entry and that include specialized products not likely to be commoditized. Given our markets and highly engineered nature of our products, the rates of new technology development and customer acquisition and/or attrition are often not volatile. As such, Teledyne believes the value of acquired intangible assets decline in a linear, as opposed to an accelerated fashion, and the Company believes amortization on a straight-line basis is appropriate. Recorded impairment charges to intangible assets were not material in 2023, 2022 or 2021. The expected future amortization expense for the next five years is as follows (in millions): 2024 - $ 198.9 ; 2025 - $ 193.3 ; 2026 - $ 190.6 ; 2027 - $ 183.8 ; 2028 - $ 181.5 . 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 Proprietary technology 6.6 Customer list/relationships 9.8 Trademarks 3.0 Total acquired intangibles subject to amortization 7.2 Note 7. Supplemental Balance Sheet Information Accounts Receivable and Unbilled Receivables (in millions): Balance at year-end 2023 2022 Commercial and other billed receivables $ 760.9 $ 763.1 U.S. Government and prime contractors billed receivables 150.3 132.3 911.2 895.4 Allowance for doubtful accounts ( 11.5 ) ( 11.7 ) Account receivable, net $ 899.7 $ 883.7 Commercial and other unbilled receivables, net $ 156.7 $ 148.3 U.S. Government and prime contractors unbilled receivables, net 145.7 126.4 Unbilled receivables, net $ 302.4 $ 274.7 Inventories (in millions): Balance at year-end 2023 2022 Raw materials and supplies $ 560.6 $ 563.7 Work in process 184.8 156.8 Finished goods 172.3 170.2 Total inventories, net $ 917.7 $ 890.7 56 Table of Contents Property, plant and equipment (in millions): Balance at year-end 2023 2022 Land $ 107.4 $ 103.6 Buildings 450.9 436.4 Equipment and software and other 1,165.8 1,077.6 1,724.1 1,617.6 Accumulated depreciation and amortization ( 947.1 ) ( 847.8 ) Total property, plant and equipment, net $ 777.0 $ 769.8 Accrued liabilities (in millions): Balance at year-end 2023 2022 Contract liabilities $ 241.1 $ 187.6 Compensation, benefit and other employee related accruals 204.6 205.1 Warranty reserve 40.5 43.3 Operating lease liabilities 30.1 29.4 Derivative liabilities 27.4 27.8 Other 237.6 224.4 Total accrued liabilities $ 781.3 $ 717.6 Other long-term liabilities (in millions): Balance at year-end 2023 2022 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 Pension and postretirement related liabilities 57.8 50.2 Contract liabilities 25.5 20.2 Derivative liabilities — 19.4 Warranty reserve 8.6 7.0 Other 53.8 56.0 Total other long-term liabilities $ 475.8 $ 547.2 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): 2023 2022 2021 Balance at beginning of year $ 50.3 $ 49.5 $ 22.4 Product warranty expense 13.5 12.6 11.9 Deductions ( 14.9 ) ( 14.3 ) ( 10.1 ) Assumed in business acquisitions 0.2 2.5 25.3 Balance at end of year $ 49.1 $ 50.3 $ 49.5 57 Table of Contents Note 8. Long-Term Debt Long-Term Debt (dollars in millions) : 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 $ — $ 125.0 0.65 % Fixed Rate Senior Notes due and paid April 2023 — 300.0 0.95 % Fixed Rate Senior Notes due April 2024, callable after April 2022 450.0 450.0 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 % 150.0 150.0 1.60 % Fixed Rate Senior Notes due April 2026 450.0 450.0 Term loan due May 2026, variable rate of 5.61 % at January 1, 2023 — 245.0 2.25 % Fixed Rate Senior Notes due April 2028 700.0 700.0 2.50 % Fixed Rate Senior Notes due August 2030 485.0 485.0 2.75 % Fixed Rate Senior Notes due April 2031 1,030.0 1,040.0 Other debt 1.0 2.1 Debt issuance costs ( 21.1 ) ( 26.5 ) Total long-term debt 3,244.9 3,920.6 Current portion of long-term debt and other debt ( 600.1 ) ( 300.1 ) 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 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. The Company made $ 110.0 million of floating rate debt payments on its term loan due May 2026. 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. Maturities of long-term debt as of December 31, 2023 (in millions): Fiscal year 2024 $ 600.1 2025 0.2 2026 450.2 2027 0.2 2028 700.1 Thereafter 1,515.2 Total principal payments 3,266.0 Debt issuance costs ( 21.1 ) Total debt $ 3,244.9 The Company has no sinking fund requirements. 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. The 2021 amount included $ 30.5 million paid for bond financing and debt extinguishment costs. 58 Table of Contents Note 9. Income Taxes Income (loss) before income taxes included the following (in millions): 2023 2022 2021 Domestic operations $ 532.4 $ 490.3 $ 108.0 Foreign operations 426.5 417.8 425.8 Total income (loss) before income taxes $ 958.9 $ 908.1 $ 533.8 The provision for income taxes included the following (in millions): 2023 2022 2021 Current provision (benefit) Federal $ 91.2 $ 47.2 $ 43.0 State 21.4 14.8 10.8 Foreign 57.1 47.8 57.5 Total current provision (benefit) 169.7 109.8 111.3 Deferred provision (benefit) Federal ( 78.8 ) ( 39.0 ) ( 39.7 ) State ( 4.6 ) 0.3 ( 0.1 ) Foreign ( 14.0 ) 48.1 17.0 Total deferred provision (benefit) ( 97.4 ) 9.4 ( 22.8 ) Provision (benefit) for income taxes $ 72.3 $ 119.2 $ 88.5 The following is a reconciliation of the statutory federal income tax rate to the actual effective income tax rate: 2023 2022 2021 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State and local taxes, net of federal benefit 1.8 1.7 1.8 Research and development tax credits ( 2.4 ) ( 1.8 ) ( 3.4 ) Investment tax credits ( 0.5 ) ( 0.5 ) ( 1.1 ) Foreign rate differential 1.8 1.5 1.4 Net accruals (reversals) for unrecognized tax benefits ( 10.8 ) ( 7.9 ) ( 2.4 ) Stock-based compensation ( 2.1 ) ( 1.1 ) ( 2.5 ) U.S. export sales ( 2.2 ) ( 2.0 ) ( 1.3 ) Acquisition-related costs — — 1.7 Other 0.9 2.2 1.4 Effective income tax rate 7.5 % 13.1 % 16.6 % Deferred income taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, and differences between the fair value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases. Deferred income taxes represent future tax benefits or costs to be recognized when those temporary differences reverse. 59 Table of Contents The categories of assets and liabilities that have resulted in differences in the timing of the recognition of income and expense were as follows (in millions): Deferred income tax assets: 2023 2022 Long-term: Accrued liabilities $ 29.5 $ 32.0 Inventory valuation 29.1 30.3 Accrued vacation 8.1 8.3 Deferred compensation and other benefit plans 13.8 12.7 Postretirement benefits other than pensions 0.7 1.0 Operating lease liabilities 27.9 29.9 Capitalization of research and development 141.1 70.8 Tax credit and net operating loss carryforward 39.3 44.6 Other 34.8 32.6 Valuation allowance ( 18.2 ) ( 16.1 ) Total deferred income tax assets 306.1 246.1 Deferred income tax liabilities: Long-term: Intangible amortization 638.7 646.9 Property, plant and equipment differences 29.0 31.9 Operating lease right-of-use assets 25.3 26.7 Unremitted earnings of foreign subsidiaries 3.6 3.1 Other 12.4 12.9 Total deferred income tax liabilities 709.0 721.5 Net deferred income tax liabilities $ 402.9 $ 475.4 The Company is not permanently reinvested with respect to unremitted earnings of most of its foreign subsidiaries. The Company is subject to U.S. income tax on substantially all of these foreign earnings, while any remaining foreign earnings are eligible for potential U.S. tax deductions. 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. 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. Also, the Company had aggregate Canadian federal and provincial investment tax credits of $ 11.9 million, which have expiration dates ranging from 2030 to 2042. The Company had Spanish federal research and development credit carryforward in the amount of $ 0.3 million, which have expiration dates ranging from 2025 to 2028. In addition, the Company had domestic federal and state net operating loss carryforward of $ 19.2 million and $ 175.8 million, respectively. Generally, federal net operating loss carryforward amounts are limited in their use by earnings of certain acquired subsidiaries. Of the $ 19.2 million federal net operation loss carryforward, $ 15.3 million have no expiration dates and $ 3.9 million have expiration dates ranging from 2024 to 2037. The state net operating loss carryforward amounts have expiration dates ranging from 2024 to 2042. Finally, the Company had state tax credits of $ 15.4 million, of which $ 10.1 million have no expiration date and $ 5.3 million have expiration dates ranging from 2025 to 2047. 60 Table of Contents Unrecognized tax benefits (in millions): 2023 2022 2021 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 Increase in prior year tax positions 3.0 0.2 2.5 Reduction related to settlements with taxing authorities — ( 223.3 ) ( 1.6 ) Reduction related to lapse of the statute of limitations ( 96.3 ) ( 26.4 ) ( 20.7 ) Impact of exchange rate changes 5.0 7.6 ( 30.6 ) 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 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 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. Note 10. Pension Plans and Postretirement Benefits Pension Plans Teledyne has two domestic qualified defined benefit pension plans covering substantially all U.S. employees hired before January 1, 2004, excluding FLIR U.S. employees. All FLIR U.S. employees participate in a defined contribution plan, as FLIR had no legacy U.S. pension plans. As of January 1, 2004, new Teledyne hires participate in a defined contribution plan only. The Company also has several small domestic non-qualified and foreign-based defined benefit pension plans. The measurement date for the Company’s pension plans is December 31. The domestic qualified pension plans allow participants to elect a lump-sum payment at retirement. In 2023, 2022 and 2021, the Company made lump sum payments of $ 17.3 million, $ 24.8 million and $ 24.5 million, respectively, from the domestic qualified pension plans assets to certain participants in the plan. Each year beginning with 2014, the Society of Actuaries released revised mortality tables, which updated life expectancy assumptions. In consideration of these tables, each year the Company reviews the mortality assumptions used in determining our pension and postretirement obligations. Net periodic benefit expense (income) allocation Domestic Foreign 2023 2022 2021 2023 2022 2021 Service cost - benefits earned during the period (in millions) $ 5.2 $ 7.6 $ 9.3 $ 0.9 $ 1.0 $ 1.3 Domestic Foreign Pension non-service (income) expense (in millions): 2023 2022 2021 2023 2022 2021 Interest cost on benefit obligation $ 31.7 $ 22.8 $ 21.6 $ 1.9 $ 0.8 $ 0.7 Expected return on plan assets ( 52.6 ) ( 54.9 ) ( 55.8 ) ( 1.6 ) ( 1.1 ) ( 1.0 ) Amortization of prior service cost ( 1.8 ) ( 1.8 ) ( 3.6 ) 0.1 — 0.1 Amortization of actuarial loss 9.9 22.7 26.3 0.2 — 0.4 Settlements/Curtailment — — — — ( 0.1 ) — Pension non-service (income) expense $ ( 12.8 ) $ ( 11.2 ) $ ( 11.5 ) $ 0.6 $ ( 0.4 ) $ 0.2 Obligations and funded status The expected long-term rate of return on plan assets is reviewed annually, taking into consideration the Company’s asset allocation, historical returns on the types of assets held, the current economic environment, and prospective expectations. 61 Table of Contents Teledyne determines the discount rate based on a model which matches the timing and amount of expected benefit payments to maturities of high-quality corporate bonds priced as of the pension plan measurement date. The yields on the bonds are used to derive a discount rate for the obligation. The following assumptions were used to measure the net benefit income or expense within each respective year for the domestic qualified plans and the foreign plans: Pension Plan Assumptions: Discount rates Increase in future compensation levels Expected long-term rate of return Domestic plans - 2023 5.71 % - 5.72 % 2.75 % 6.58 % - 7.80 % Domestic plans - 2022 2.91 % - 3.08 % 2.75 % 6.58 % - 7.80 % Domestic plans - 2021 2.55 % - 2.78 % 2.75 % 6.71 % - 7.80 % Foreign plans - 2023 2.20 % - 4.80 % 1.50 % - 3.00 % 1.25 % - 5.10 % Foreign plans - 2022 0.20 % - 1.80 % 1.00 % - 2.50 % 1.00 % - 2.70 % Foreign plans - 2021 0.10 % - 1.20 % 1.00 % - 2.50 % 0.80 % - 2.50 % For its domestic and foreign pension plans the Company is projecting a weighted-average long-term rate of return on plan assets of 6.86 % and 5.02 % in 2024, respectively. Domestic Foreign 2023 2022 2023 2022 Changes in benefit obligation (in millions): Benefit obligation - beginning of year $ 583.0 $ 799.3 $ 45.2 $ 60.2 Service cost - benefits earned during the year 5.2 7.6 0.9 1.0 Interest cost on projected benefit obligation 31.7 22.8 1.9 0.8 Actuarial (gain) loss 23.6 ( 179.1 ) 3.1 ( 12.0 ) Benefits paid ( 59.8 ) ( 67.6 ) ( 2.1 ) ( 1.6 ) Other - including foreign currency, settlements/curtailments 0.4 — 2.5 ( 3.2 ) Benefit obligation - end of year $ 584.1 $ 583.0 $ 51.5 $ 45.2 Accumulated benefit obligation - end of year $ 581.7 $ 580.5 $ 47.9 $ 42.2 The key assumptions used to measure the benefit obligation at each respective year-end were: Key assumptions: Domestic Plans Foreign Plans 2023 2022 2021 2023 2022 2021 Discount rate 5.40 % - 5.45 % 5.71 % - 5.72 % 2.91 % - 3.08 % 1.30 % - 4.50 % 2.20 % - 4.80 % 0.20 % - 1.80 % Salary growth rate 2.75 % 2.75 % 2.75 % 1.50 % - 3.00 % 1.50 % - 3.00 % 1.00 % - 2.50 % Plan assets Domestic Foreign 2023 2022 2023 2022 Changes in plan assets (in millions): Fair value of net plan assets - beginning of year $ 719.7 $ 864.3 $ 35.0 $ 52.9 Actual return on plan assets 78.0 ( 79.2 ) 2.3 ( 12.6 ) Employer contribution - other benefit plan 2.5 2.2 1.5 1.5 Foreign currency changes — — 2.0 ( 4.6 ) Benefits paid ( 59.8 ) ( 67.6 ) ( 2.2 ) ( 1.7 ) Other — — — ( 0.5 ) Fair value of net plan assets - end of year $ 740.4 $ 719.7 $ 38.6 $ 35.0 62 Table of Contents The following tables sets forth the funded status and amounts recognized in the consolidated balance sheets at year-end 2023 and 2022 for the domestic qualified and nonqualified pension plans and the foreign-based pension plans for benefits provided to certain employees (in millions): Domestic Foreign 2023 2022 2023 2022 Funded (unfunded) status $ 156.3 $ 136.7 $ ( 12.9 ) $ ( 10.2 ) Amounts recognized in the consolidated balance sheets as a debit (credit): Balance sheet item Balance sheet location Prepaid pension assets Other assets, net - noncurrent $ 203.3 $ 178.4 $ — $ — Accrued pension obligations short-term Accrued liabilities ( 2.9 ) ( 3.9 ) ( 0.6 ) ( 0.5 ) Accrued pension obligations long-term Other long-term liabilities ( 44.1 ) ( 37.8 ) ( 12.3 ) ( 9.7 ) Net amount recognized $ 156.3 $ 136.7 $ ( 12.9 ) $ ( 10.2 ) Amounts recognized in AOCI: Net prior service cost (credit) $ 1.0 $ ( 1.2 ) $ 0.4 $ 0.5 Net loss 318.4 330.2 8.2 5.6 Net amount recognized, before tax effect $ 319.4 $ 329.0 $ 8.6 $ 6.1 Amounts for pension plans with accumulated benefit obligations in excess of fair value of plan assets are as follows (in millions): 2023 2022 Projected benefit obligation $ 98.4 $ 84.4 Accumulated benefit obligation $ 94.8 $ 81.6 Fair value of plan assets $ 38.6 $ 32.7 At year-end 2023 and 2022 the Company had an accumulated non-cash reduction to stockholders ’ equity of $ 249.6 million and $ 255.5 million, respectively, related to its pension and postretirement plans. 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. Estimated future pension plan benefit payments (in millions): Domestic Foreign 2024 $ 53.0 $ 2.4 2025 $ 53.2 $ 2.4 2026 $ 55.3 $ 2.7 2027 $ 54.7 $ 2.6 2028 $ 56.4 $ 3.1 2029 - 2033 $ 243.0 $ 14.2 Investments The Company has an active management policy for the pension assets in the qualified domestic pension plans. 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. Plan investments that are considered a level 1 fair value hierarchy and are valued at quoted market prices in active markets. Plan investments that are considered a level 2 fair value hierarchy and are valued based on observable market data. Plan investments that would be considered a level 3 fair value hierarchy are valued based on management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Certain investments measured at fair value using net asset values as a practical expedient are not required to be categorized in the fair value hierarchy table listed below. As such, the total fair value of these net asset values based investments has been included in the table below to permit reconciliation to the plan asset amounts previously disclosed. 63 Table of Contents 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 December 31, 2023, by asset category are as follows (in millions): Asset category:(a) Level 1 Level 2 Level 3 Total Cash and cash equivalents (b) $ — $ 20.1 $ — $ 20.1 Equity securities 3.5 209.0 — 212.5 U.S. Government securities and futures 231.4 11.4 — 242.8 Corporate bonds — 22.5 — 22.5 Insurance contracts related to foreign plans — 13.1 — 13.1 Fair value of net plan assets at the end of the year $ 234.9 $ 276.1 $ — $ 511.0 Investments measured at net asset value: Alternatives $ 189.3 Mutual funds (c) 4.8 Mortgage-backed securities 60.3 High yield bonds 13.6 Fair value of net plan assets at the end of the year $ 268.0 (a) There were no transfers of plan assets between the three levels of the fair value hierarchy during the year. (b) Reflects cash and cash equivalents held in overnight cash investments. (c) The mutual funds are invested in equity securities. 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): Asset category: (a) Level 1 Level 2 Level 3 Total Cash and cash equivalents (b) $ — $ 48.3 $ — $ 48.3 Equity securities 2.8 185.7 — 188.5 U.S. Government securities and futures 225.9 11.2 — 237.1 Corporate bonds — 22.4 — 22.4 Insurance contracts related to foreign plans — 10.7 — 10.7 Fair value of net plan assets at the end of the year $ 228.7 $ 278.3 $ — $ 507.0 Investments measured at net asset value: Alternatives $ 177.5 Mutual funds (c) 4.3 Mortgage-backed securities 53.6 High yield bonds 12.3 Fair value of net plan assets at the end of the year $ 247.7 (a) There were no transfers of plan assets between the three levels of the fair value hierarchy during the year. (b) Reflects cash and cash equivalents held in overnight cash investments. (c) The mutual funds are invested in equity securities. U.S. equities are valued at the closing price reported in an active market on which the individual securities are traded. U.S. equities and non-U.S. equities are also valued at the net asset value provided by the independent administrator or custodian of the commingled fund. The net asset value is based on the value of the underlying equities, which are traded on an active market. Corporate bonds are valued using inputs such as the closing price reported, if traded on an active market, values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flow approach that utilizes observable inputs, such as current yields of similar instruments. Fixed income investments are also valued at the net asset value provided by the independent administrator or custodian of the fund. The net asset value is based on the underlying assets, which are valued using inputs such as the closing price reported, if traded on an active market, values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flow approach that utilizes observable inputs, such as current yields of similar instruments. Alternative investments are primarily valued at the net asset value as determined by the independent administrator or custodian of the fund. The net asset value is based on the underlying investments, which are valued using inputs such as quoted market prices of identical instruments or values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flow approach that utilizes observable inputs, such as current yields of similar instruments. Defined Benefit Postretirement Plans The Company sponsors several postretirement defined benefit plans covering certain salaried and hourly employees. The plans provide health care and life insurance benefits for certain eligible retirees. Total cost for these plans was less than 64 Table of Contents $ 1.0 million for each fiscal year 2023, 2022 and 2021. Deferred Contribution Plans The Company’s contributions associated with its 401(k) plans were $ 31.4 million, $ 29.7 million and $ 15.2 million, for 2023, 2022 and 2021, respectively. Deferred Compensation Plans The Company has non-qualified executive deferred compensation plans that provide supplemental retirement income benefits for a select group of management. This plan permits eligible employees to make salary and bonus deferrals that are 100 % vested. Teledyne has an unsecured obligation to pay in the future the value of the deferred compensation adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period. 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 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 $ 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. Note 11. Stockholders ’ Equity Common stock and treasury stock activity: Common Stock Treasury Stock Balance, January 2, 2022 47,194,766 502,470 Issued — ( 220,339 ) Balance, January 1, 2023 47,194,766 282,131 Issued 137,079 ( 282,131 ) Balance, December 31, 2023 47,331,845 — Shares issued from treasury stock include stock options exercised as well as shares issued under certain other compensation plans. Stock Options The Company recorded $ 12.4 million, $ 17.9 million, and $ 20.0 million for stock option expense for 2023, 2022 and 2021, respectively. The Company issues shares of common stock upon the exercise of stock options. During 2023 and 2022, the amount of cash received from the exercise of stock options was $ 45.4 million and $ 23.6 million, respectively. 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 Expected dividend yield n/a n/a Expected volatility 26.5 % 27.8 % Risk-free interest rate 3.33 % 0.09 % to 1.58 % 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. 65 Table of Contents Stock option transactions for Teledyne ’ s stock option plans are summarized as follows: 2023 2022 2021 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Beginning balance 1,726,731 $ 223.43 1,793,857 $ 206.08 1,819,147 $ 170.10 Granted — $ — 135,751 $ 360.39 211,973 $ 440.48 Exercised ( 372,739 ) $ 121.73 ( 179,828 ) $ 131.44 ( 213,384 ) $ 118.55 Canceled or expired ( 16,020 ) $ 389.85 ( 23,049 ) $ 397.36 ( 23,879 ) $ 328.15 Ending balance 1,337,972 $ 249.76 1,726,731 $ 223.43 1,793,857 $ 206.08 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 December 31, 2023, under the stock option plans. Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Shares Weighted Average Exercise Price Remaining life in years Shares Weighted Average Exercise Price $ 40.70 -$ 99.99 164,086 $ 83.89 1.4 164,086 $ 83.89 $ 100.00 -$ 199.99 419,498 $ 156.20 3.6 419,498 $ 156.20 $ 200.00 -$ 299.99 251,966 $ 217.65 5.1 251,966 $ 217.65 $ 300.00 -$ 399.99 319,635 $ 373.76 7.3 231,537 $ 378.78 $ 400.00 -$ 445.21 182,787 $ 440.85 7.7 123,751 $ 440.86 1,337,972 $ 249.76 5.1 1,190,838 $ 232.10 Restricted Stock The following table shows restricted stock award activity: Employee Time-Based Restricted Stock Units Employee Performance-Based Restricted Stock Awards Non-Employee Directors Restricted Stock Units Restricted Stock: Shares Weighted average fair value per share Shares Weighted average fair value per share Shares Weighted average fair value per share 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 Vested ( 8,720 ) $ 409.41 ( 15,423 ) $ 176.64 ( 5,300 ) $ 227.9 Forfeited/Canceled ( 4,903 ) $ 409.41 ( 380 ) $ 176.64 — $ — Balance, January 2, 2022 49,351 $ 409.41 37,829 $ 279.27 7,058 $ 308.54 Granted 89,472 $ 360.39 19,492 $ 427.51 3,904 $ 451.13 Vested ( 15,698 ) $ 409.41 ( 17,522 ) $ 200.00 ( 1,440 ) $ 450.27 Forfeited/Canceled ( 5,653 ) $ 399.20 ( 398 ) $ 388.15 — $ — Balance, January 1, 2023 117,472 $ 372.51 39,401 $ 386.76 9,522 $ 345.57 Granted 2,316 $ 418.20 14,139 $ 361.08 4,190 $ 404.92 Vested ( 39,705 ) $ 376.99 ( 9,106 ) $ 360.33 ( 1,880 ) $ 451.16 Forfeited/Canceled ( 10,644 ) $ 369.60 ( 2,616 ) $ 346.08 — $ — Balance, December 31, 2023 69,439 $ 371.90 41,818 $ 357.43 11,832 $ 349.81 Employee Time-based Restricted Stock Units 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. 66 Table of Contents Employee Performance-based Restricted Stock Awards Under Teledyne’s restricted stock award program key officers and executives receive a grant of stock equal to a specified percentage of the participant’s annual base salary at the date of grant. The restricted stock is subject to transfer and forfeiture restrictions during an applicable “restricted period”. The restrictions have both time-based and performance-based components. The restricted period expires (and the restrictions lapse) on the third anniversary of the date of grant, subject to the achievement of stated performance objectives over a specified three-year performance period. 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, 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 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 Non-employee directors each received restricted stock units valued at $ 170,000 in 2023, $ 170,000 in 2022 and $ 130,000 in 2021 or valued at half the amount for a person who becomes a director for the first time after the date of the Annual Meeting. 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 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. Note 12. Earnings Per Share The following table sets forth the computations of basic and diluted earnings per common share (amounts in millions, except per share data): Earnings Per Common Share: 2023 2022 2021 Net income attributable to Teledyne $ 885.7 $ 788.6 $ 445.3 Basic earnings per common share: Weighted average common shares outstanding 47.1 46.8 43.2 Basic earnings per common share $ 18.80 $ 16.85 $ 10.31 Diluted earnings per share: Weighted average common shares outstanding 47.1 46.8 43.2 Effect of diluted securities (primarily stock options) 0.8 0.9 1.1 Weighted average diluted common shares outstanding 47.9 47.7 44.3 Diluted earnings per common share $ 18.49 $ 16.53 $ 10.05 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. 67 Table of Contents Note 13. Accumulated Other Comprehensive Income (Loss) 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 Balance as of January 2, 2022 $ ( 129.0 ) $ ( 3.4 ) $ ( 297.6 ) $ ( 430.0 ) Other comprehensive income (loss) before reclassifications ( 343.3 ) 16.4 — ( 326.9 ) Amounts reclassified from AOCI — ( 11.7 ) 42.1 30.4 Net other comprehensive income (loss) ( 343.3 ) 4.7 42.1 ( 296.5 ) Balance as of January 1, 2023 ( 472.3 ) 1.3 ( 255.5 ) ( 726.5 ) Other comprehensive income (loss) before reclassifications 79.6 14.8 — 94.4 Amounts reclassified from AOCI — ( 7.9 ) 5.9 ( 2.0 ) Net other comprehensive income (loss) 79.6 6.9 5.9 92.4 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: 2023 2022 (in millions) Amount reclassified from AOCI Amount reclassified from AOCI Financial Statement Presentation Gain (loss) on cash flow hedges: Gain (loss) recognized in income on derivatives $ ( 10.6 ) $ ( 15.7 ) See Note 14 Income tax impact 2.7 4.0 Provision for income taxes Total $ ( 7.9 ) $ ( 11.7 ) Amortization of defined benefit pension and postretirement plan items: Amortization of prior service cost $ ( 1.7 ) $ ( 1.8 ) See Note 10 Amortization of net actuarial loss 10.1 22.7 See Note 10 Pension adjustments ( 1.0 ) 45.2 See Note 10 Total before tax 7.4 66.1 Income tax impact ( 1.5 ) ( 24.0 ) Net of tax $ 5.9 $ 42.1 Note 14. Derivative Instruments 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 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 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 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. 115.6 U.S. 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 Norwegian Krone kr 138.1 U.S. Dollars US$ 13.1 Swedish Krona kr 205.0 Euros € 16.8 68 Table of Contents The above table includes non-designated hedges derived from terms contained in triggered or previously designated cash flow hedges. The gains and losses on these derivatives which are not designated as hedging instruments, are intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings. All derivatives are recorded on the balance sheet at fair value. The accounting for income and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting. Teledyne does not use foreign currency forward contracts for speculative or trading purposes. The effect of derivative instruments designated as cash flow hedges for 2023 and 2022 was as follows (in millions): 2023 2022 Net gain (loss) recognized in AOCI - foreign exchange contracts (a) $ 19.3 $ 17.6 Net gain (loss) recognized in AOCI - interest rate contracts $ — $ 1.7 Net gain (loss) reclassified from AOCI into revenue/cost of sales - foreign exchange contracts $ ( 6.2 ) $ 4.8 Net gain (loss) reclassified from AOCI into interest expense - foreign exchange contracts $ 7.6 $ 5.2 Net gain (loss) reclassified from AOCI into interest expense -interest rate contracts $ 0.6 $ 0.4 Net gain (loss) reclassified from AOCI into other income and expense, net - foreign exchange contracts (b) $ 8.0 $ 15.5 (a) Effective portion (b) Amount reclassified to offset earnings impact of liability hedged by cross currency swap 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. Note 15. Fair Value Measurements 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. Teledyne estimates the fair value of its long-term debt based on debt of similar type, rating and maturity and at comparable interest rates. The Company’s long-term debt is considered a level 2 fair value hierarchy and is valued based on observable market data. 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 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 Cash flow cross currency swaps Other current assets 0.1 2.7 Cash flow cross currency swaps Accrued liabilities ( 21.3 ) ( 14.0 ) Cash flow cross currency swaps Other long-term liabilities — ( 18.3 ) Total derivatives designated as hedging instruments ( 15.1 ) ( 35.3 ) Derivatives not designated as hedging instruments: Non-designated foreign currency forward contracts Other current assets 14.2 3.5 Non-designated foreign currency forward contracts Accrued liabilities ( 3.2 ) ( 7.0 ) Total derivatives not designated as hedging instruments 11.0 ( 3.5 ) 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 69 Table of Contents terminate off-balance sheet financial instruments (primarily letters of credit) is not significant. Note 16. Leases Operating Leases Teledyne has more than 150 long-term operating lease agreements for manufacturing facilities and office space. These agreements frequently include one or more renewal options and may require the Company to pay for non-lease components such as utilities, taxes, insurance and maintenance expense. The Company accounts for lease and non-lease components as a single lease component when the payments are fixed. Variable payments included in the lease agreement are expensed as incurred. No lease agreement imposes a restriction on the Company’s ability to engage in financing transactions or enter into further lease agreements. At December 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: 2024 $ 36.4 2025 33.2 2026 27.3 2027 22.3 2028 15.9 Thereafter 39.4 Total minimum lease payments 174.5 Less: Imputed interest ( 21.0 ) Current portion (included in current accrued liabilities) ( 30.1 ) 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 %. Rental expense under operating leases, including leases with a term of 12 months or less, net of immaterial sublease income, was $ 43.9 million in 2023, $ 45.1 million in 2022 and $ 40.9 million in 2021. Variable lease expense was $ 1.6 million in 2023, $ 5.9 million in 2022 and $ 5.8 million in 2021. 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 $ 21.7 million for 2023 and $ 26.1 million for 2022. Finance Leases and Subleases The Company’s finance leases and subleases are not material. Note 17. Commitments and Contingencies Trade Compliance Matters Teledyne has made voluntary disclosures to the U.S. Department of State and the U.S. Department of Commerce, including to the Bureau of Industry and Security (“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. 2 of the EAR. Furthermore, Teledyne has made voluntary disclosures to export authorities in jurisdictions outside the U.S. for certain potential violations of local export laws, which may increase its penalty exposure. At this time, based on available information, the Company is unable to reasonably estimate the time it may take to resolve these matters or the amount or range of potential loss, penalty or other government action, if any, that may be incurred in connection with these matters. 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 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 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. 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 70 Table of Contents 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. Government or Company audits and investigations or otherwise) may be asserted against the Company related to its U.S. Government contract work, including claims based on business practices and cost classifications and actions under the False Claims Act. Although such claims are generally resolved by detailed fact-finding and negotiation, on those occasions when they are not so resolved, civil or criminal legal or administrative proceedings may ensue. Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S. Government contracts. 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 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. Note 18. Subsequent Events 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. 71 Table of Contents Schedule II VALUATION AND QUALIFYING ACCOUNTS Schedule II VALUATION AND QUALIFYING ACCOUNTS For the Fiscal Years Ended December 31, 2023, January 1, 2023 and January 2, 2022 (in millions) Additions Description Balance at beginning of period Charged to costs and expenses Acquisitions Deductions and other (a) Balance at end of period Fiscal Year 2023 Allowance for doubtful accounts $ 11.7 0.7 — ( 0.9 ) $ 11.5 Environmental reserves $ 5.8 — — ( 0.4 ) $ 5.4 Fiscal Year 2022 Allowance for doubtful accounts $ 13.8 1.6 — ( 3.7 ) $ 11.7 Environmental reserves $ 6.3 0.2 — ( 0.7 ) $ 5.8 Fiscal Year 2021 Allowance for doubtful accounts $ 12.3 4.5 — ( 3.0 ) $ 13.8 Environmental reserves $ 6.5 0.4 — ( 0.6 ) $ 6.3 (a) Represents payments except the amounts for allowance for doubtful accounts primarily represents uncollectible accounts written-off, net of recoveries. Item 16. Form 10-K Summary None. 72 Table of Contents EXHIBIT INDEX Exhibit No. Description 2.1 Separation and Distribution Agreement dated as of November 29, 1999 by and among Allegheny Teledyne Incorporated, TDY Holdings, LLC, Teledyne Industries, Inc. and Teledyne Technologies Incorporated (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated as of November 29, 1999 (File No. 1-15295)) 2.2 Agreement and Plan of Merger, dated as of January 4, 2021, by and among Teledyne Technologies Incorporated, Firework Merger Sub I, Inc., Firework Merger Sub II, LLC and FLIR Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 2, 2021 File No. 1-15295)) 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. 1-15295)) 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. 1-15295)) 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. 1-15295)) 4.2 Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 17, 2021) (File No. 1-15295) 4.3 First Supplemental Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2021) (File No. 1-15295) 4.4 Form of 0.950% Notes due 2024 (form included as Exhibit B to the First Supplemental Indenture files as Exhibit 4.3) 4.5 Form of 1.600% Notes due 2026 (form included as Exhibit C to the First Supplemental Indenture files as Exhibit 4.3) 4.6 Form of 2.250% Notes due 2028 (form included as Exhibit D to the First Supplemental Indenture filed as Exhibit 4.3) 4.7 Form of 2.750% Notes due 2031 (form included as Exhibit E to the First Supplemental Indenture filed as Exhibit 4.3) 10.1 Employee Benefits Agreement between Allegheny Teledyne Incorporated and Teledyne Technologies Incorporated (incorporated by reference to Exhibit 10.3 to the Company ’ s Current Report on Form 8-K/A (Amendment No. 1) dated as of November 29, 1999 (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. 1-15295))† 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. 1-15295))† 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. 1-15295))† 73 Table of Contents 10.5 Form of stock option agreement and conditions under the 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 April 23, 2014 File No. 1-15295))† 10.6 Administrative Rules of the Teledyne Technologies Incorporated 2014 Incentive Plan Related to Non-Employee Director Stock Compensation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 23, 2014 (File No. 1-15295))† 10.7 Administrative Rules of the 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated December 31, 2014 (File No. 1-15295))† 10.8 Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 10, 2017)† 10.9 Standing resolutions of the Nominating and Governance Committee related to non-employee director compensation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 26, 2017).† 10.10 Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 26, 2017).† 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)† 10.12 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)† 10.14 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. 1-15295))† 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)† 10.16 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. 1- 15295)) † 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. 1-15295) † 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. 1-15295) † 74 Table of Contents 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. 1-15295) † 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. 1-15295)) † 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. 1-15295))† 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. 1-15295)† 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. 1-15295) † 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. 1-15295))† 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. 1-15295))† 10.28 Teledyne Technologies Pension Equalization/Benefit Restoration Plan - Resolutions of the Plan Administration Committee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, 2014 (File No. 1-15295)) 10.29 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 10.2 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No. 1-15295) 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. 1-15295) 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. 1-15295) 75 Table of Contents 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. 1-15295) 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. 1-15295)) 10.35 Second Amendment to Amended and Restated Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, 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 March 2, 2021) (File No. 1-15295) 10.36 Third Amendment to Amended and Restated Term Loan Credit Agreement, dated as of October 26, 2021, 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 10.3 to the Company’s Quarterly Report on Form 10-Q dated October 3, 2021) (File No. 1-15295) 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. 1-15295) 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. 1-15295) 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. 1-15295) 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. 1-15295) 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. 1-15295) 10.42 Second Supplemental Indenture, dated as of May 14, 2021, between Teledyne Technologies Incorporated, Teledyne FLIR, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295) 76 Table of Contents 10.43 Second Supplemental Indenture, dated as of May 14, 2021 between Teledyne FLIR, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295) 10.44 Form of Indemnification Agreement executed by each of the Company’s directors and named executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 22, 2009 (File No. 1-15295))† 14.1 Teledyne Technologies Incorporated Global Code of Ethical Conduct - this code of ethics may be accessed via the Company’s website at www.teledyne.com/who-we-are/ethics 14.2 Code of Ethics for Financial Professionals - this code of ethics may be accessed via the Company’s website at www.teledyne.com/who-we-are/ethics 14.3 Directors, Code of Business Conduct and Ethics - this code of ethics may be accessed via the Company’s website at www.teledyne.com/who-we-are/ethics 21 Subsidiaries of Teledyne Technologies Incorporated* 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm * 24.1 Power of Attorney - Directors* 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 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** 101.SCH XBRL Taxonomy Extension Schema Document** 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document** 101.DEF XBRL Taxonomy Extension Definition Linkbase Document** 101.LAB XBRL Taxonomy Extension Label Linkbase Document** 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document** 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Submitted electronically herewith. ** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language) for the year ended January 1, 2023: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts. † Denotes management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-K. 77 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of February 23, 2024. Teledyne Technologies Incorporated (Registrant) By: /s/ Edwin Roks Edwin Roks Chief Executive Officer 78 Table of Contents 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/ Edwin Roks Chief Executive Officer Edwin Roks (Principal Executive Officer) February 23, 2024 /s/ Stephen F. Blackwood Senior Vice President and Stephen F. Blackwood Chief Financial Officer (Principal Financial Officer) February 23, 2024 /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 Charles Crocker * Director February 23, 2024 Kenneth C. Dahlberg * Director February 23, 2024 Michelle A. Kumbier * Director February 23, 2024 Simon M. Lorne * Director February 23, 2024 Robert A. Malone * Director February 23, 2024 Vincent J. Morales * Director February 23, 2024 Jane C. Sherburne * Director February 23, 2024 Denise R. Singleton * Director February 23, 2024 Michael T. Smith * Director February 23, 2024 Wesley W. von Schack *By: /s/ Melanie S. Cibik Melanie S. Cibik Pursuant to Power of Attorney filed as Exhibit 24.1 79