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Item 1. Financial Statements

2025-07-28 compared with 2025-04-28 · 386 added, 195 removed, 753 unchanged (44% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE FIRST QUARTER ENDED MARCH 30, 2025 AND MARCH 31, 2024

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

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

First Quarter

Second Quarter Six Months

2025 2024 2025 2024

Net sales $ 1,513.7 $ 1,374.1 $ 2,963.6 $ 2,724.2

3 unchanged sentences

Research and development

82.4 71.7 156.7 148.2

Acquired intangible asset amortization 54.6 49.1 106.6 98.5

1 unchanged sentence

Operating income (loss)

278.2 247.0 537.5 481.3

Interest and debt income (expense), net ( 17.6 ) ( 15.8 ) ( 34.9 ) ( 28.5 )

2 unchanged sentences

Income (loss) before income taxes

260.6 231.7 499.5 457.2

Provision (benefit) for income taxes 50.2 51.4 100.3 97.8

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE FIRST QUARTER ENDED MARCH 30, 2025 AND MARCH 31, 2024

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

(Unaudited — Amounts in millions)

First Quarter

Second Quarter Six Months

2025 2024 2025 2024

Net income (loss) including noncontrolling interest $ 210.4 $ 180.3 $ 399.2 $ 359.4

11 unchanged sentences

(Unaudited — Amounts in millions, except share amounts)

March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024

Current Assets

5 unchanged sentences

Total current assets 2,922.0 2,944.6

Property, plant and equipment, net of accumulated depreciation and amortization of $ 1,045.9 at March 30, 2025 and $ 1,012.1 at December 29, 2024

Property, plant and equipment, net of accumulated depreciation and amortization of $ 1,068.6 at June 29, 2025 and $ 1,012.1 at December 29, 2024

Goodwill 8,675.8 7,990.5

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issued shares:

47,424,847 at March 30, 2025 and 47,432,888 at December 29, 2024;

47,424,847 at June 29, 2025 and 47,432,888 at December 29, 2024;

outstanding shares:

46,851,809 at March 30, 2025 and 46,706,612 at December 29, 2024

46,884,559 at June 29, 2025 and 46,706,612 at December 29, 2024

Additional paid-in capital 4,389.2 4,414.5

Retained earnings 6,665.2 6,266.7

Treasury stock, 573,038 shares at March 30, 2025 and 726,276 at December 29, 2024

Treasury stock, 540,288 shares at June 29, 2025 and 726,276 at December 29, 2024

( 220.3 ) ( 292.4 )

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0.5 4,386.8 ( 231.1 ) 6,455.3 ( 686.3 ) 9,925.2

Net income (loss) — — — 209.9 — 209.9

Other comprehensive income (loss), net of tax — — — — 228.6 228.6

Treasury stock issued — ( 13.7 ) 13.7 — — —

Treasury stock repurchased, including excise tax

— — ( 2.9 ) — — ( 2.9 )

Stock-based compensation and other

— 11.4 — — — 11.4

Exercise of stock options

— 4.7 — — — 4.7

Balance, June 29, 2025

$ 0.5 $ 4,389.2 $ ( 220.3 ) $ 6,665.2 $ ( 457.7 ) $ 10,376.9

Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total

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0.5 4,426.5 — 5,626.0 ( 725.0 ) 9,328.0

Net income (loss) — — — 180.2 — 180.2

Other comprehensive income (loss), net of tax — — — — ( 6.0 ) ( 6.0 )

Treasury stock issued

— ( 1.9 ) 1.9 — — —

Treasury stock repurchased

— — ( 193.8 ) — — ( 193.8 )

Stock-based compensation and other

— 8.9 — — — 8.9

Exercise of stock options — 2.4 — — — 2.4

Balance, June 30, 2024

$ 0.5 $ 4,435.9 $ ( 191.9 ) $ 5,806.2 $ ( 731.0 ) $ 9,319.7

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 30, 2025 AND MARCH 31, 2024

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

(Unaudited — Amounts in millions)

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Financing Activities

Net borrowings from (repayments made to) credit facility 315.0 —

Proceeds from (payments on) fixed rate senior notes ( 30.0 ) ( 450.0 )

Proceeds from (payments on) other debt ( 1.0 ) ( 0.1 )

Proceeds from exercise of stock options 34.2 11.5

Purchases of treasury stock, including excise tax

( 2.9 ) ( 193.8 )

Other financing, net ( 5.1 ) ( 5.5 )

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 30, 2025

June 29, 2025

Basis of Presentation

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The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes in Teledyne’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 (“2024 Form 10-K”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, Teledyne’s consolidated financial position as of March 30, 2025 and the consolidated results of operations, consolidated comprehensive income (loss) and consolidated cash flows for the first quarter ended March 30, 2025.

The results of operations and cash flows for the period ended March 30, 2025 are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, Teledyne’s consolidated financial position as of June 29, 2025 and the consolidated results of operations, consolidated comprehensive income (loss) and consolidated cash flows for the second quarter and six months ended June 29, 2025.

The results of operations and cash flows for the period ended June 29, 2025 are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year.

Recent Accounting Standards

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

Other ASUs issued but not effective until after March 30, 2025, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

Other ASUs issued but not effective until after June 29, 2025, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

Business Acquisitions

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Micropac, founded in 1963 and headquartered in Garland, Texas, designs and manufactures microelectronic circuits, optoelectronic components and sensor and display assemblies primarily for military, aerospace and medical applications.

Micropac will be part of the Aerospace & Defense Electronics segment.

Micropac is part of the Aerospace & Defense Electronics segment.

The Company funded the acquisition from cash on hand.

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(“Excelitas”) for approximately $ 706.4 million in cash, net of cash acquired, and subject to certain adjustments.

The acquisition includes the Optical Systems ( “ OS ” ) business known under the Qioptiq ® brand based in Northern Wales, UK, as well as the U.S.

based Advanced Electronic Systems ( “ AES ” ) business.

The OS and AES businesses will be part of the Aerospac e and Defense Electronics segment.

The acquisition includes the Optical Systems ( “ OS ” ) business known under the Qioptiq ® brand which is based in Northern Wales, UK, as well as the U.S.-based Advanced Electronics Systems ( “ AES ” ) business (collectively, “OS and AES businesses”, or “Qioptiq”).

The OS and AES businesses are part of the Aerospac e and Defense Electronics segment.

The Company funded the acquisition from available borrowings on the credit facility as well as from cash on hand.

Goodwill resulting from the acquisition of the UK operations will not be deductible for tax purposes, and goodwill resulting from the acquisition of the U.S.

Goodwill resulting from the acquisition of the UK operations will not be deductible for tax purposes, but goodwill resulting from the acquisition of the U.S.

operations will be deductible for tax purposes.

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Acquisitions Acquisition Date Consideration Transferred (a) Goodwill Acquired Acquired Intangible Assets

OS and AES businesses

OS and AES businesses (Qioptiq)

February 3, 2025 $ 706.4 $ 451.0 $ 183.6

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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 OS and AES businesses, Micropac and Adimec are provisional pending finalization of the Company’s acquisition accounting, including the measurement of tax basis in certain jurisdictions and the resulting deferred taxes that might arise from book and tax basis differences, if any.

The fair value of the acquired identifiable assets and liabilities for the OS and AES businesses (Qioptiq) and Micropac are provisional pending finalization of the Company’s acquisition accounting, including the measurement of tax basis in certain jurisdictions and the resulting deferred taxes that might arise from book and tax basis differences, if any.

Pro forma results of operations, the revenue and net income subsequent to the acquisition date, and a more detailed breakout of the major classes of assets and liabilities acquired for these acquisitions have not been presented because the effects of these acquisitions both individually and in the aggregate were not material to the Company’s financial results.

The significant factors that resulted in recognition of goodwill for the 2025 and 2024 acquisitions included the acquired businesses’ market positions, growth opportunities in the markets in which they operate, their experienced work force and established operating infrastructures.

The significant factors that resulted in recognition of goodwill for the 2025 and 2024 acquisitions included the acquired businesses’ market positions, growth opportunities in the markets in which they operate, experienced work force and established operating infrastructures.

The results of these acquisitions have been included in Teledyne’s results since the dates of their respective acquisition.

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Teledyne is a leading provider of sophisticated digital imaging products and software, instrumentation, aerospace and defense electronics, and engineered systems.

Our customers include government agencies, aerospace prime contractors, energy exploration and production companies, major industrial companies and airlines.

The Company’s customers include government agencies, aerospace prime contractors, energy exploration and production companies, major industrial companies and airlines.

The Company has four reportable segments:

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

Corporate expense primarily includes administrative expenses relating to the corporate office not allocated to our segments.

Corporate expense primarily includes administrative expenses relating to the corporate office not allocated to the segments.

In the first quarter of 2025, the Company completed two acquisitions, and the financial results of these acquisitions have been included since the date of the acquisition and are part of the Aerospace and Defense Electronics segment.

See No te 2 to these Notes to Condensed Consolidated Financial Statements for information regarding these 2025 acquisitions.

In 2024, the Company completed two acquisitions, and the financial results of these acquisitions have been included since the date of the acquisition and are part of the Digital Imaging and Instrumentation segments.

See Note 2 to these condensed consolidated financial statements for information regarding these 2025 and 2024 acquisitions.

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

First Quarter %

Second Quarter % Six Months %

Net Sales (a):

2025 2024 Change

2025 2024 Change 2025 2024 Change

Digital Imaging $ 771.0 $ 739.4 4.3 % $ 1,528.0 $ 1,480.2 3.2 %

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Total net sales $ 1,513.7 $ 1,374.1 10.2 % $ 2,963.6 $ 2,724.2 8.8 %

(a) Net sales exclude inter-segment sales of $ 3.8 million and $ 4.8 million for the first quarter of 2025 and 2024, respectively.

First Quarter %

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

Second Quarter % Six Months %

Cost of sales:

2025 2024 Change

2025 2024 Change 2025 2024 Change

Digital Imaging $ 436.6 $ 411.2 6.2 % $ 859.1 $ 819.8 4.8 %

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$ 869.1 $ 781.5 11.2 % $ 1,699.5 $ 1,551.7 9.5 %

First Quarter %

Second Quarter % Six Months %

Selling, general and administrative:

2025 2024 Change

2025 2024 Change 2025 2024 Change

Digital Imaging $ 120.3 $ 126.3 ( 4.8 ) % $ 243.0 $ 250.0 ( 2.8 ) %

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$ 207.7 $ 206.5 0.6 % $ 419.4 $ 406.1 3.3 %

First Quarter %

Second Quarter % Six Months %

Research and development:

2025 2024 Change

2025 2024 Change 2025 2024 Change

Digital Imaging $ 48.2 $ 43.1 11.8 % $ 92.3 $ 92.0 0.3 %

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$ 82.4 $ 71.7 14.9 % $ 156.7 $ 148.2 5.7 %

First Quarter %

Second Quarter % Six Months %

Acquired intangible asset amortization:

2025 2024 Change

2025 2024 Change 2025 2024 Change

Digital Imaging $ 46.3 $ 45.3 2.2 % $ 91.7 $ 91.1 0.7 %

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* Not meaningful

First Quarter %

Second Quarter % Six Months %

Operating income (loss):

2025 2024 Change

2025 2024 Change 2025 2024 Change

Digital Imaging $ 119.6 $ 113.5 5.4 % $ 241.9 $ 227.3 6.4 %

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

First Quarter

Second Quarter Six Months

Instrumentation 2025 2024 2025 2024

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Identifiable assets:

March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024

Digital Imaging $ 11,095.1 $ 10,942.4

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The Company disaggregates its revenue from contracts with customers by customer type and geographic region for each segment, as management believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

First Quarter Ended

March 30, 2025

First Quarter Ended

March 30, 2025

Second Quarter Ended

June 29, 2025

Second Quarter Ended

June 29, 2025

Customer Type Geographic Region (c)

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First Quarter Ended

March 31, 2024

First Quarter Ended

March 31, 2024

Six Months Ended

June 29, 2025

Six Months Ended

June 29, 2025

Customer Type Geographic Region (c)

(in millions) U.S.

(a) Other (b) Total United States Europe Asia All other Total

Digital Imaging $ 303.0 $ 1,225.0 $ 1,528.0 $ 697.7 $ 401.1 $ 274.8 $ 154.4 $ 1,528.0

Instrumentation 59.9 651.0 710.9 298.9 216.4 117.9 77.7 710.9

Aerospace and Defense Electronics 204.4 302.9 507.3 325.2 116.1 45.7 20.3 507.3

Engineered Systems 184.0 33.4 217.4 215.0 — 1.2 1.2 217.4

Total $ 751.3 $ 2,212.3 $ 2,963.6 $ 1,536.8 $ 733.6 $ 439.6 $ 253.6 $ 2,963.6

Government sales include sales as a prime contractor or subcontractor.

(b) Primarily commercial sales

Second Quarter Ended

June 30, 2024

Second Quarter Ended

June 30, 2024

Customer Type Geographic Region (c)

(in millions) U.S.

(a) Other (b) Total United States Europe Asia All Other

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Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

Customer Type Geographic Region (c)

(in millions) U.S.

(a) Other (b) Total United States Europe Asia All other Total

Digital Imaging $ 253.0 $ 1,227.2 $ 1,480.2 $ 659.0 $ 402.0 $ 270.7 $ 148.5 $ 1,480.2

Instrumentation 62.7 601.2 663.9 298.0 179.5 122.0 64.4 663.9

Aerospace and Defense Electronics 119.6 260.5 380.1 256.6 67.6 38.7 17.2 380.1

Engineered Systems 175.5 24.5 200.0 198.8 — 0.4 0.8 200.0

Total $ 610.8 $ 2,113.4 $ 2,724.2 $ 1,412.4 $ 649.1 $ 431.8 $ 230.9 $ 2,724.2

Government sales include sales as a prime contractor or subcontractor.

(b) Primarily commercial sales

With the exception of the Engineered Systems segment, net sales in each segment are primarily derived from fixed price contracts.

Net sales in the Engineered Systems segment are typically between 45 % and 55 % fixed price contracts in a given reporting period, with the balance of net sales derived from cost-reimbursable type contracts.

For the three months ended March 30, 2025, approximately 47 % of net sales in the Engineered Systems segment were derived from fixed price contracts.

For the six months ended June 29, 2025, approximately 47 % of net sales in the Engineered Systems segment were derived from fixed price contracts.

Contract Liabilities

Contract Liabilities by Balance Sheet Location (in millions) March 30, 2025

Contract Liabilities by Balance Sheet Location (in millions) June 29, 2025

December 29, 2024

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Total contract liabilities $ 385.2 $ 343.1

The Company recognized revenue of $ 98.3 million during the three months ended March 30, 2025, from contract liabilities that existed at the beginning of year.

The Company recognized revenue of $ 152.7 million during the six months ended June 29, 2025, from contract liabilities that existed at the beginning of year.

Remaining Performance Obligations

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

As of March 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,214.5 million.

As of June 29, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,452.8 million.

The Company expects approximately 73 % of remaining performance obligations to be recognized into revenue within the next 12 months, with the remaining 27 % recognized thereafter.

Changes in Contract Estimates at Completion

For over time contracts using the cost-to-cost method, the Company has an Estimate at Completion (“EAC”) process in which management reviews the progress and execution of our performance obligations.

For over time contracts using the cost-to-cost method, the Company has an Estimate at Completion (“EAC”) process in which management reviews the progress and execution of the performance obligations.

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

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Contract cost and revenue estimates for significant contracts are generally reviewed and reassessed quarterly.

The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in the first three months of 2025 was $ 2.3 million of favorable operating income compared with $ 0.3 million of unfavorable operating income in the first three months of 2024.

The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in the first six months of 2025 was $ 1.9 million of favorable operating income compared with $ 2.1 million of favorable operating income in the first six months of 2024.

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

6 unchanged sentences

Foreign currency changes and other 165.0 33.1 31.2 — 229.3

Balance at March 30, 2025

Balance at June 29, 2025

$ 7,019.6 $ 988.4 $ 650.2 $ 17.6 $ 8,675.8

1 unchanged sentence

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

March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024

Gross Carrying Amount

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At the assessment date in the fourth quarter of 2024, the estimated fair value of the FLIR reporting unit exceeded its carrying value by approximately $ 420 million, or 5 %, and the FLIR reporting unit had $ 5,856.5 million of goodwill at the prior year assessment date.

As of March 30, 2025, the FLIR reporting unit had $ 5,873.4 million of goodwill, with the change in value from the prior year assessment date related to the impact of foreign currency translation.

As of June 29, 2025, the FLIR reporting unit had $ 5,922.1 million of goodwill, with the change in value from the prior year assessment date related to the impact of foreign currency translation.

Although the assumptions used in the Company’s prior year discounted cash flow model and market approach are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected results of the FLIR reporting unit.

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Cash Equivalents

The Company had $ 99.7 million and $ 304.1 million of cash equivalents at March 30, 2025, and December 29, 2024, respectively.

The Company had $ 102.1 million and $ 304.1 million of cash equivalents at June 29, 2025, and December 29, 2024, respectively.

The Company has categorized its cash equivalents as a Level 1 financial asset, measured at fair value based on quoted prices in active markets of identical assets.

Accounts Receivable, Net

Accounts receivable is presented net of an allowance for doubtful accounts of $ 15.6 million at March 30, 2025 and $ 15.5 million at December 29, 2024.

Accounts receivable is presented net of an allowance for estimated credit losses of $ 14.5 million at June 29, 2025 and $ 15.5 million at December 29, 2024.

Inventories, Net

Inventories are stated at current cost, net of reserves for excess, slow moving and obsolete inventory.

Inventories are primarily valued under the first-in, first-out method or the average cost method.

Inventories are stated at the lower of cost or net realizable value and primarily valued on an average cost or first-in, first-out method.

Inventory adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part-level basis to forecasted product demand and historical usage.

Inventory balances are summarized as follows (in millions):

March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024

Raw materials and supplies $ 617.5 $ 559.2

6 unchanged sentences

The warranty reserve is included in current accrued liabilities and other long-term liabilities on the condensed consolidated balance sheet.

First Quarter

Warranty Reserve (in millions):

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Long-Term Debt (in millions):

March 30, 2025 December 29, 2024

$ 1.20 billion credit facility due June 2029, weighted average variable rate of 5.55 % at March 30, 2025

June 29, 2025 December 29, 2024

$ 1.20 billion credit facility due June 2029

1.60 % Fixed Rate Senior Notes due April 2026

8 unchanged sentences

Total long-term debt, net of current portion $ 2,167.2 $ 2,648.7

At March 30, 2025, $ 855.5 million was available under the $ 1.2 billion credit facility after reductions of $ 315.0 million in outstanding borrowings and $ 29.5 million in outstanding letters of credit.

The Company’s bank credit agreements requires it to comply with various financial and operating covenants, and at March 30, 2025, the Company was in compliance with these covenants.

At June 29, 2025, $ 1,168.0 million was available under the $ 1.2 billion credit facility after reductions of $ 32.0 million in outstanding letters of credit.

The Company’s bank credit agreements requires it to comply with various financial and operating covenants, and at June 29, 2025, the Company was in compliance with these covenants.

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

First Quarter

Second Quarter Six Months

(dollars in millions) 2025 2024 2025 2024

2 unchanged sentences

Effective tax rate 19.3 % 22.2 % 20.1 % 21.4 %

(a) The first quarter of 2025 includes net discrete income tax benefits of $ 3.7 million and $ 4.4 million, respectively

(a) The second quarter of 2025 includes net discrete income tax benefits of $ 8.4 million and the first six months of 2025 includes net discrete income tax benefits of $ 12.1 million, respectively.

The second quarter of 2024 includes net discrete income tax benefits of $ 0.7 million and the first six months of 2024 includes net discrete income tax benefits of $ 5.1 million, respectively.

Pension Plans

First Quarter

Second Quarter Six Months

2025 2024 2025 2024

Service cost—benefits earned during the period (in millions)

$ 1.5 $ 1.5 $ 3.0 $ 3.0

Pension non-service cost (income) (in millions):

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The Company uses the Black–Scholes option pricing model to determine the fair value of stock options.

Stock-based compensation expense was $ 8.9 million and $ 12.0 million for the first quarter of 2025 and 2024, respectively.

Stock option activity for the first quarter of 2025 is as follows:

Stock-based compensation expense was $ 11.3 million and $ 20.2 million for the second quarter and first six months of 2025, respectively, and $ 9.3 million and $ 21.3 million for the second quarter and first six months of 2024, respectively.

Stock option activity for the second quarter and first six months of 2025 is as follows:

Second Quarter Six Months

Shares Weighted Average Exercise Price

Shares Weighted Average

Exercise Price

Beginning balance 997,876 $ 286.90 1,135,749 $ 278.34

63,062 $ 461.10 63,062 $ 461.10

Exercised ( 23,549 ) $ 199.16 ( 160,673 ) $ 212.98

2 unchanged sentences

Exercisable at end of period 892,532 $ 278.54 892,532 $ 278.54

On April 22, 2025, the Company granted approximately 63,000 stock options at an exercise price of $ 461.10 per share and a grant date fair value of $ 179.30 per share.

Restricted stock activity for the first quarter of 2025 is as follows:

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

Restricted stock activity for the second quarter and first six months of 2025 is as follows:

Second Quarter Six Months

Shares Weighted Average Fair Value per Share

Beginning balance 136,817 $ 402.70 160,344 $ 398.79

3 unchanged sentences

Ending balance 205,871 $ 424.63 205,871 $ 424.63

On April 22, 2025, the Company granted approximately 71,000 time-based restricted stock units with a grant date fair value of $ 461.10 per share.

Earnings Per Share

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

First Quarter

Second Quarter Six Months

2025 2024 2025 2024

Weighted average basic common shares outstanding 46.9 47.2 46.8 47.3

1 unchanged sentence

Weighted average diluted common shares outstanding 47.4 47.8 47.4 47.9

For the first quarter of 2024, the Company excluded approximately 0.2 million of stock options in the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive.

For the first quarter of 2025, the Company did not have any stock options that would have been anti-dilutive.

For the second quarter and first six months of 2024, the Company excluded approximately 0.2 million of stock options in the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive.

For the second quarter and first six months of 2025, the Company did not have any stock options that would have been anti-dilutive.

Stock Repurchases

In April 2024, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $ 1.25 billion of Teledyne’s common stock.

This authorization superseded prior open stock repurchase programs authorized by the Board of Directors.

In July 2025, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $ 2.0 billion of Teledyne’s common stock.

This authorization superseded the remaining prior open stock repurchase programs authorized by the Board of Directors.

The newly authorized stock repurchase program does not have a stated expiration date.

2 unchanged sentences

The repurchase program is expected to remain open continuously, and the number of shares purchased will depend on a variety of factors such as share price, levels of cash available, acquisitions and alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions.

The Company currently intends to fund future share repurchases with cash on hand and available borrowings under the Company's credit facility.

No repurchases under any authorizations were made in the first quarter of 2025 or 2024.

The Company currently intend to fund future share repurchases, if any, with cash on hand and available borrowings under the Company’s credit facility.

No repurchases under any authorizations were made in the second quarter and first six months of 2025.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, as applicable, for the first quarter ended March 30, 2025, and March 31, 2024, are as follows (in millions):

The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, as applicable, for the second quarter and six months ended June 29, 2025, and June 30, 2024, are as follows (in millions):

Foreign Currency Translation Cash Flow Hedges

Pension and Postretirement Benefits Total

Balance at December 29, 2024

Balance at March 30, 2025

$ ( 451.5 ) $ ( 0.9 ) $ ( 233.9 ) $ ( 686.3 )

2 unchanged sentences

Net other comprehensive income (loss) 224.4 2.5 1.7 228.6

Balance at March 30, 2025

Balance at June 29, 2025

$ ( 227.1 ) $ 1.6 $ ( 232.2 ) $ ( 457.7 )

1 unchanged sentence

Pension and Postretirement Benefits Total

Balance at March 31, 2024

$ ( 481.5 ) $ 4.0 $ ( 247.5 ) $ ( 725.0 )

Other comprehensive income (loss) before reclassifications ( 5.8 ) ( 2.0 ) — ( 7.8 )

Amounts reclassified from AOCI — ( 0.3 ) 2.1 1.8

Net other comprehensive income (loss) ( 5.8 ) ( 2.3 ) 2.1 ( 6.0 )

Balance at June 30, 2024

$ ( 487.3 ) $ 1.7 $ ( 245.4 ) $ ( 731.0 )

Foreign Currency Translation Cash Flow Hedges and Other Pension and Postretirement Benefits Total

Balance at December 29, 2024

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Net other comprehensive income (loss) 375.2 3.8 3.2 382.2

Balance at March 31, 2024

Balance at June 29, 2025

$ ( 227.1 ) $ 1.6 $ ( 232.2 ) $ ( 457.7 )

The reclassifications out of AOCI to net income for the first quarter ended March 30, 2025, and March 31, 2024 are as follows (in millions):

Amount Reclassified from AOCI for the Quarter Ended March 30, 2025

Foreign Currency Translation Cash Flow Hedges and Other Pension and Postretirement Benefits Total

Balance at December 31, 2023

$ ( 392.7 ) $ 8.2 $ ( 249.6 ) $ ( 634.1 )

Other comprehensive income (loss) before reclassifications ( 94.6 ) 0.7 — ( 93.9 )

Amounts reclassified from AOCI — ( 7.2 ) 4.2 ( 3.0 )

Net other comprehensive income (loss) ( 94.6 ) ( 6.5 ) 4.2 ( 96.9 )

Balance at June 30, 2024

$ ( 487.3 ) $ 1.7 $ ( 245.4 ) $ ( 731.0 )

The reclassifications out of AOCI to net income for the second quarter ended June 29, 2025, and June 30, 2024 are as follows (in millions):

Amount Reclassified from AOCI for the Quarter Ended June 29, 2025

Amount Reclassified from AOCI for the Quarter Ended

March 31, 2024

June 30, 2024

Statement of Income (Loss) Presentation

(Gain) loss on cash flow hedges:

Loss (gain) recognized in income on derivatives

(Gain) loss recognized in income on derivatives

$ ( 0.1 ) $ ( 0.4 ) See Note 13

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Total $ 1.7 $ 2.1

Amount Reclassified from AOCI for the Six Months Ended June 29, 2025

Amount Reclassified from AOCI for the Six Months Ended June 30, 2024

Statement of Income (Loss) Presentation

(Gain) loss on cash flow hedges:

(Gain) loss recognized in income on derivatives

$ 0.8 $ ( 9.7 ) See Note 13

Income tax impact ( 0.2 ) 2.5 Provision for income taxes

Total $ 0.6 $ ( 7.2 )

Amortization of defined benefit pension and postretirement plan items:

Amortization of prior service cost $ 0.1 $ ( 0.2 ) Costs and expenses

Amortization of net actuarial loss 4.1 5.8 Costs and expenses

Total before tax 4.2 5.6

Income tax impact ( 1.0 ) ( 1.4 ) Provision for income taxes

Total $ 3.2 $ 4.2

Derivative Instruments and Hedging Activities

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dollar value of future cash flows and minimize the volatility of reported earnings.

During the first quarter ended March 30, 2025, the Company entered into certain derivative contracts to reduce the volatility from translation of the Company’s euro denominated net investments.

During 2025, the Company entered into certain derivative contracts to reduce the volatility from translation of the Company’s euro denominated net investments.

The Company does not use foreign currency forward contracts for speculative or trading purposes.

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Designated Hedging Activities

The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for our Canadian companies, and in British pounds for our UK companies.

As of March 30, 2025, foreign currency forward contracts in Canadian dollars designated as cash flow hedges have maturities ranging from June 2025 to February 2026.

As of March 30, 2025, foreign currency forward contracts in British pounds designated as cash flow hedges have maturities ranging from June 2025 to February 2026.

The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for the Canadian companies, and in British pounds for the UK companies.

As of June 29, 2025, foreign currency forward contracts in Canadian dollars designated as cash flow hedges have maturities ranging from September 2025 to February 2026.

As of June 29, 2025, foreign currency forward contracts in British pounds designated as cash flow hedges have maturities ranging from September 2025 to February 2026.

The Company utilizes cross-currency swaps to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S.

In the first quarter of 2025, the Company entered cross-currency swaps designated as net investment hedges with a total notional amount of € 300.0 million to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S.

These cross-currency swaps mature between March 2027 and September 2029.

In the first half 2025, the Company entered cross-currency swaps designated as net investment hedges with a total notional amount of € 450.0 million to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S.

These cross-currency swaps mature between September 2026 and September 2030.

The Company converted a U.S.

dollar denominated, variable rate debt obligation of a European subsidiary into a euro fixed rate obligation using a receive float, pay fixed cross-currency swap to reduce the variability of interest rates.

This cross-currency swap had notional amounts of € 156.0 million and $ 150.0 million and matured in October 2024.

This cross-currency swap matured in October 2024.

Non-Designated Hedging Activities

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

First Quarter

Second Quarter Six Months

2025 2024 2025 2024

Net gain (loss) recognized in AOCI—Foreign Exchange Contracts (a)

$ 3.5 $ 0.2 $ 4.3 $ 0.9

Net gain (loss) recognized in AOCI—Cross-Currency Swap Contracts (a)

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Net gain (loss) reclassified from AOCI into other income and expense, net—Foreign Exchange Contracts (b)

$ — $ 1.2 $ — $ 4.9

Net gain (loss) reclassified from AOCI into interest expense—Foreign Exchange Contracts

$ — $ 2.0 $ — $ 3.9

Net gain (loss) recognized in other income and expense, net—Foreign Exchange Contracts

$ 29.1 $ ( 2.8 ) $ 40.5 $ ( 12.1 )

(a) Effective portion, pre-tax

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

Net deferred losses recorded in AOCI for the forward contracts that will mature in the next 12 months total $ 1.0 million, net of taxes.

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

Net deferred gains recorded in AOCI for the forward contracts that will mature in the next 12 months total $ 1.6 million, net of taxes.

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

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

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Fair Value Liability

March 30, 2025 December 29, 2024 March 30, 2025 December 29, 2024 March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024 June 29, 2025 December 29, 2024 June 29, 2025 December 29, 2024

Derivatives designated as hedging instruments

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

March 30, 2025 December 29, 2024

June 29, 2025 December 29, 2024

Foreign currency forward contracts $ 11.4 $ 1.0

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Net derivatives at fair value $ ( 25.9 ) $ ( 15.9 )

Gross derivative assets and liabilities are subject to legally enforceable master netting agreements, for which the Company have not elected to present net amounts on the condensed consolidated balance sheets.

The effect of such right of setoff on the Company’s financial position were $ 0.4 million and $ 0.2 million, as of March 30, 2025, and December 29, 2024, respectively.

Gross derivative assets and liabilities are subject to legally enforceable master netting agreements, for which the Company has not elected to present net amounts on the condensed consolidated balance sheets.

The effect of such right of setoff on the Company’s financial position was $ 0.2 million as of June 29, 2025, and December 29, 2024.

Financial Instruments Not Recorded at Fair Value

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

As of March 30, 2025 and December 29, 2024, the aggregate fair values of our borrowings were $ 2,758.8 million and $ 2,395.0 million, respectively, and the carrying values were $ 2,981.1 million and $ 2,666.2 million, respectively.

As of June 29, 2025, and December 29, 2024, the aggregate fair values of our borrowings were $ 2,446.0 million and $ 2,395.0 million, respectively, and the carrying values were $ 2,632.7 million and $ 2,666.2 million, respectively.

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

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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.

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

jurisdictions which were not licensed due to an incorrect de minimis calculation methodology under the Export Administration Regulations.

The Company has also made voluntary disclosures to export authorities in jurisdictions outside the United States for certain potential violations of local export laws.

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 outcome becomes estimable or known.

The Company accrues amounts associated with potential violations to the extent a loss, penalty or other government action becomes probable and can be reasonably estimated.

An unfavorable outcome could result in substantial fines and penalties or loss or suspension of export privileges or of particular authorizations that could be material to the Company’s financial position, results of operations or cash flows in and following the period in which such outcome becomes estimable or known.

Environmental Remediation Obligations

At March 30, 2025, the Company’s reserves for environmental remediation obligations totaled $ 6.5 million, of which $ 3.1 million is included in current accrued liabilities.

At June 29, 2025, the Company’s reserves for environmental remediation obligations totaled $ 6.3 million, of which $ 3.0 million is included in current accrued liabilities.

At December 29, 2024, the Company’s reserves for environmental remediation obligations totaled $ 6.5 million.

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While the outcome of litigation, claims, proceedings and investigations cannot be predicted with certainty, and some of these matters may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition.

Subsequent Events

In the third quarter of 2025, the Company acquired the assets of Maretron, including the brand’s Octoplex, MPower and MConnect product lines from Littelfuse, Inc.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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We continually evaluate our businesses to ensure that they are aligned with our strategy.

Consistent with our strategy, we completed two acquisitions each in the first quarter of 2025 and the full year of 2024.

Consistent with our strategy, we completed two acquisitions each in the first half of 2025 and the full year of 2024.

The financial results of the completed acquisitions have been included since the respective date of each acquisition.

Subsequent to the end of the second quarter of 2025, we completed an additional acquisition.

Trends and Other Matters Affecting Our Business

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Presidential administration implemented significant new tariffs on foreign imports impacting multiple countries, commodities and industries, and these new tariffs and export restrictions also prompted retaliatory tariffs and export restrictions from certain countries.

As of April 2025, certain tariffs and retaliatory tariffs have been delayed, but a number of the new tariffs remain in effect, including significant tariffs and trade sanctions between the United States and China.

Our net sales to China-based customers represented approximately 4% of total revenues in 2024, of which less than 50% of these sales were made directly from our U.S.

subsidiaries.

As of July 2025, certain tariffs and retaliatory tariffs have been delayed, but a number of the new tariffs remain in effect, including significant tariffs and trade sanctions between the United States and China.

China has also restricted the export of certain rare earth minerals which are used in our products.

Tariffs, trade restrictions and retaliatory measures could result in revenue reduction, cost increases on material used in our products or significant production delays, which could adversely affect our business, financial condition, operational results and cash flows.

Tariffs, trade restrictions and retaliatory measures could result in revenue reductions, cost increases on material used in our products or significant production delays, which could adversely affect our business, financial condition, operational results and cash flows.

Consistent with our strategy, we are optimizing operations and facilities and taking measures to contain costs to reduce the impact from tariffs.

We may also implement additional pricing actions to mitigate the impact of these tariffs.

To date, our strategies have helped minimize our exposure to these conditions.

In July 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law.

The Act includes changes to U.S.

tax law, including provisions to accelerate tax deductions for qualified property and research expenditures.

We are in the process of evaluating the impact of the Act to our consolidated financial statements.

Sales recorded and costs incurred recorded by subsidiaries operating outside of the United States are translated into U.S.

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See Note 13 for additional discussion around our derivative instruments and hedging activities used to mitigate these impacts.

As part of a continuing effort to reduce costs and improve operating performance, we continue to take actions to consolidate and relocate certain facilities and reduce head count across various businesses, reducing our exposure to weaker end markets.

As part of a continuing effort to reduce costs and improve operating performance, we continue to take actions to consolidate and relocate certain facilities and reduce headcount across various businesses, reducing our exposure to weaker end markets.

We continue to seek cost reductions in our businesses.

Results of Operations

First Quarter %

(dollars in millions) 2025 2024 Change

Second Quarter % Six Months %

(dollars in millions) 2025 2024 Change 2025 2024 Change

Net sales $ 1,513.7 $ 1,374.1 10.2 % $ 2,963.6 $ 2,724.2 8.8 %

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* Not meaningful

First Quarter %

(dollars in millions) 2025 2024 Change

Second Quarter % Six Months %

(dollars in millions) 2025 2024 Change 2025 2024 Change

Net sales (a):

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Total operating income (loss) $ 278.2 $ 247.0 12.6 % $ 537.5 $ 481.3 11.7 %

(a) Net sales exclude inter-segment sales of $3.8 million and $4.8 million for the first quarter of 2025 and 2024, respectively.

First Quarter Results

The following is a discussion of our 2025 first quarter results compared with the first quarter results of 2024.

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

Second Quarter Results

The following is a discussion of our 2025 second quarter results compared with the second quarter results of 2024.

Comparisons are with the corresponding reporting period of 2024 unless noted otherwise.

First quarter of 2025 compared with the first quarter of 2024

Our first quarter of 2025 net sales increased 7.4%.

Net income attributable to Teledyne for the first quarter of 2025 increased 5.7%, driven primarily by higher net sales.

Net income per diluted share was $3.99 for the first quarter of 2025, compared with net income per diluted share of $3.72.

The first quarter of 2025 net sales compared with the first quarter of 2024 reflected higher net sales in each segment.

The first quarter of 2025 included $55.6 million in incremental sales from recent acquisitions.

Second quarter of 2025 compared with the second quarter of 2024

Our second quarter of 2025 net sales increased 10.2%.

Net income attributable to Teledyne for the second quarter of 2025 increased 16.5%, driven primarily by higher net sales.

Net income per diluted share was $4.43 for the second quarter of 2025, compared with net income per diluted share of $3.77.

The second quarter of 2025 net sales compared with the second quarter of 2024 reflected higher net sales in each segment.

The second quarter of 2025 included $70.1 million in incremental sales from recent acquisitions, which are primarily included within the Aerospace and Defense Electronics segment.

Cost of Sales

Cost of sales increased $60.2 million in the first quarter of 2025, primarily driven by higher net sales.

Cost of sales as a percentage of net sales increased slightly for the first quarter of 2025 to 57.3% from 57.0%.

Cost of sales increased $87.6 million in the second quarter of 2025, primarily driven by higher net sales.

Cost of sales as a percentage of net sales increased for the second quarter of 2025 to 57.4% from 56.9% primarily due to unfavorable product mix.

Selling, General and Administrative Expense

Selling, general and administrative (“SG&A”) expense increased $14.2 million in the first quarter of 2025 due to higher net sales.

SG&A expense as a percentage of net sales decreased to 16.1% for the first quarter of 2025 compared with 16.3%.

Corporate expense, which is included in SG&A expense, was $22.2 million for the first quarter of 2025 compared with $20.1 million, with the increase primarily related to higher transaction costs in the first quarter of 2025 related to current year acquisitions.

Stock-based compensation expense was $8.9 million for the first quarter of 2025 compared with $12.0 million, with the decrease due to timing of grants in the current year.

Subsequent to the end of the first quarter of 2025, the Company made its annual stock option and restricted stock grants.

Selling, general and administrative (“SG&A”) expense increased $4.6 million in the second quarter of 2025 primarily due to higher net sales.

SG&A expense as a percentage of net sales decreased to 15.2% for the second quarter of 2025 compared with 16.4%, with lower SG&A expense percentages primarily at the Digital Imaging and Instrumentation segments.

Corporate expense, which is included in SG&A expense, was $21.7 million for the second quarter of 2025 compared with $18.3 million, with the increase primarily related to higher transaction costs in the second quarter of 2025 for current year acquisitions.

Stock-based compensation expense was $11.3 million for the second quarter of 2025 compared with $9.3 million.

Research and Development Expense

R&D expense decreased $2.2 million in the first quarter of 2025 due to lower R&D expense at the Digital Imaging segment.

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

Acquired Intangible Asset Amortization

Acquired intangible asset amortization for the first quarter of 2025 was $52.0 million compared with $49.4 million, with the increase primarily related to 2025 acquisitions within the Aerospace and Defense Electronics segment.

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

Pension Service Expense

Pension service expense is included in both cost of sales and SG&A expense.

For the first quarter of 2025 and 2024, pension service expense was $1.5 million.

For the second quarter of 2025 and 2024, pension service expense was $1.5 million.

For 2025, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans is 7.05% compared with 6.86% in 2024.

Operating Income

Operating income for the first quarter of 2025 increased 10.7%.

The first quarter of 2025, compared with the first quarter of 2024, reflected higher operating income in each segment.

Operating income for the second quarter of 2025 increased 12.6%.

The second quarter of 2025, compared with the second quarter of 2024, reflected higher operating income in each segment.

Non-operating Income and Expense

Interest and debt expense, net of interest income, was $17.3 million for the first quarter of 2025 compared with $12.7 million, with the decrease related to higher outstanding borrowings compared to the first quarter of 2024.

Non-service retirement benefit income was $2.8 million for the first quarter of 2025 compared with $2.7 million.

Other income and expense, net, was expense of $5.9 million for the first quarter of 2025 compared with income of $1.2 million for the first quarter of 2024.

Other income and expense, net, primarily consisted of foreign currency exchange losses in the first quarter of 2025, as compared with foreign currency exchange gains in the first quarter of 2024.

The first quarter income tax provision considers income, permanent items, tax credits, and various statutory tax rates.

First Quarter

Interest and debt expense, net of interest income, was $17.6 million for the second quarter of 2025 compared with $15.8 million.

Non-service retirement benefit income was $2.7 million for both the second quarter of 2025 and 2024.

Other income and expense, net, was expense of $2.7 million for the second quarter of 2025 compared with expense of $2.2 million for the second quarter of 2024.

The Company also recorded a gain on debt extinguishment of $3.3 million for the second quarter of 2025 which is included in other income and expense, net, with no comparable amount recorded in the second quarter of 2024.

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

Second Quarter

(dollars in millions) 2025 2024

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Effective tax rate 19.3% 22.2%

(a) The first quarter of 2025 includes net discrete income tax benefits of $3.7 million and the first quarter of 2024 includes net discrete income tax benefits of $4.4 million.

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

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

The first six months of 2025 net sales increased 8.8%.

Net income for the first six months of 2025 increased 11.1%, driven primarily by higher net sales.

Net income per diluted share was $8.41 for the first six months of 2025, compared with net income per diluted share of $7.49.

The first six months of 2025 net sales, compared with the first six months of 2024, reflected higher net sales in each segment.

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

Cost of Sales

Cost of sales increased $147.8 million in the first six months of 2025, primarily driven by higher net sales.

Cost of sales as a percentage of net sales increased for the first six months of 2025 to 57.3% from 57.0%.

Selling, General and Administrative Expense

SG&A expense increased $18.8 million in the first six months of 2025 primarily due to higher net sales.

SG&A expense as a percentage of net sales for the first six months of 2025 was 15.6% compared with 16.3%.

Corporate expense, which is included in SG&A expense, was $43.9 million for the first six months of 2025 compared with $38.4 million, with the increase primarily related to higher transaction costs in the first six months of 2025 for current year acquisitions.

Stock-based compensation expense was $20.2 million for the first six months of 2025 compared with $21.3 million.

Research and Development Expense

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

Acquired Intangible Asset Amortization

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

Pension Service Expense

Pension service expense is included in both cost of sales and SG&A expense.

For both the first six months of 2025 and 2024, pension service expense was $3.0 million.

For 2025, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans is 7.05% compared with 6.86% in 2024.

Operating Income

Operating income for the first six months of 2025 increased 11.7%.

The first six months of 2025, compared with the first six months of 2024, reflected higher operating income in each segment.

Non-operating Income and Expense

Interest and debt expense, net of interest income, was $34.9 million for the first six months of 2025, compared with $28.5 million, with the increase related to higher outstanding borrowings on our line of credit during the period as compared to the first six months of 2024.

Non-service retirement benefit income was $5.5 million for the first six months of 2025 compared with $5.4 million for the first six months of 2024.

Other income and expense, net was expense of $8.6 million for the first six months of 2025 compared with expense of $1.0 million for the first six months of 2024, with the amounts primarily related to foreign currency exchange losses in both periods.

The Company also recorded a gain on debt extinguishment of $3.3 million for the first six months of 2025 which is included in other income and expense, net, with no comparable amount recorded in the first six months of 2024.

The first six months of both the 2025 and 2024 income tax provision considers income, permanent items, tax credits and various statutory tax rates.

In both 2025 and 2024, the first six months discrete impact is primarily related to tax on stock-based compensation.

(dollars in millions) 2025 2024

Provision (benefit) for income taxes (a) $ 100.3 $ 97.8

Income (loss) before income taxes $ 499.5 $ 457.2

Effective tax rate 20.1% 21.4%

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

Segment Results

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Digital Imaging

First Quarter Change

Second Quarter Change Six Months Change

(dollars in millions) 2025 2024 $ % 2025 2024 $ %

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Research and development expense

6.3 % 5.8 % 6.1 % 6.2 %

Acquired intangible asset amortization 6.0 % 6.1 % 6.0 % 6.2 %

Operating income 15.5 % 15.4 % 15.8 % 15.4 %

First quarter of 2025 compared with the first quarter of 2024

Net sales increased primarily due to higher sales of commercial infrared imaging components as well as surveillance systems, partially offset by lower sales of X-ray products.

Sales of commercial infrared imaging components increased $13.9 million, sales of surveillance systems increased $11.7 million, and sales of X-Ray products decreased $6.9 million.

The first quarter of 2025 included $8.9 million in incremental sales from recent acquisitions.

Second quarter of 2025 compared with the second quarter of 2024

Net sales increased primarily due to higher sales of unmanned air systems and commercial infrared imaging components, partially offset by lower sales of X-ray and geospatial products.

Sales of unmanned air systems increased $20.6 million, sales of commercial infrared imaging components increased $16.1 million, sales of X-ray products decreased $4.0 million and sales of geospatial products decreased $3.7 million.

The second quarter of 2025 included $5.8 million in incremental sales from a recent acquisition.

Cost of sales increased primarily due to product mix.

As a result of unfavorable product mix, the cost of sales percentage increased during the period.

SG&A expense decreased primarily due to cost reduction initiatives that completed in 2024, partially offset by higher sales.

The SG&A expense decrease included the reduction of a contingent liability resulting from a change in estimate, partially offset by higher severance and facility consolidation costs.

As a result, SG&A expense as a percentage of net sales decreased during the quarter.

R&D expense decreased primarily due to ongoing cost rationalization and cost reduction initiatives.

Operating income increased primarily due to higher net sales and lower SG&A and R&D expense, partially offset by unfavorable product mix during the period, and operating income as a percentage of net sales increased during the period primarily due to lower SG&A and R&D expense in the first quarter of 2025.

R&D expense and R&D expense as a percentage of net sales increased primarily due to the timing of FLIR product development activities.

Acquired intangible asset amortization and acquired intangible asset amortization as a percentage of net sales remained reasonably consistent between the two periods.

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

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

Net sales increased primarily due to higher sales of commercial infrared imaging components, unmanned air systems and surveillance systems, partially offset by lower sales of X-ray products, industrial automation imaging systems and commercial infrared imaging systems.

Sales of commercial infrared imaging components increased by $30.0 million, sales of unmanned air systems increased by $23.1 million, sales of surveillance systems increased by $16.2 million, sales of X-ray products decreased by $10.9 million, sales of industrial automation imaging systems decreased by $9.4 million and sales of commercial infrared imaging systems decreased by $8.7 million.

The first six months of 2025 also included $14.7 million in incremental sales from recent acquisitions.

Cost of sales increased primarily due to unfavorable product mix.

As a result of unfavorable product mix, the cost of sales percentage increased during the period.

The SG&A expense decrease included the reduction of a contingent liability resulting from a change in estimate, partially offset by higher severance and facility consolidation costs.

As a result, SG&A expense as a percentage of net sales decreased during the first six months of 2025.

R&D expense and R&D expense as a percentage of net sales were reasonably consistent between the two periods.

Acquired intangible asset amortization and acquired intangible asset amortization as a percentage of net sales remained reasonably consistent between the two periods.

Operating income increased primarily due to higher net sales and lower SG&A, partially offset by unfavorable product mix during the period.

As a result, operating income as a percentage of net sales increased during the period.

Instrumentation

First Quarter Change

Second Quarter Change Six Months Change

(dollars in millions) 2025 2024 $ % 2025 2024 $ %

12 unchanged sentences

Research and development expense

7.0 % 6.7 % 7.0 % 6.8 %

Acquired intangible asset amortization 0.9 % 1.1 % 0.9 % 1.1 %

Operating income 27.6 % 26.1 % 27.3 % 26.1 %

First quarter of 2025 compared with the first quarter of 2024

Net sales increased due to higher sales in our Marine Instrumentation and Test and Measurement Instrumentation product lines, partially offset by lower sales at our Environmental Instrumentation product line.

Sales of Marine Instrumentation increased $14.0 million due to the ongoing recovery in offshore energy markets as well as stronger defense market sales.

Sales of Test and Measurement Instrumentation increased $1.1 million, and sales of Environmental Instrumentation decreased $2.2 million.

The first quarter of 2025 included $4.4 million in incremental sales from recent acquisitions.

Second quarter of 2025 compared with the second quarter of 2024

Net sales increased due to higher sales in each product line.

Sales of Marine Instrumentation increased $23.7 million due to stronger offshore energy and defense markets.

Sales of Environmental Instrumentation increased $6.4 million and sales of Test and Measurement Instrumentation increased $4.0 million.

Cost of sales increased primarily due to higher net sales.

The cost of sales percentage decreased slightly.

SG&A expense was consistent between the two periods, and SG&A expense as a percentage of net sales decreased primarily due to maintaining cost control measures year-over-year.

R&D expense increased due to higher Marine Instrumentation product development, and the R&D expense as a percentage of net sales increased slightly.

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

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

Net sales increased due to higher sales in each product line.

Sales of Marine Instrumentation increased $37.7 million due to stronger offshore energy and defense markets.

Sales of Test and Measurement Instrumentation increased $5.1 million, and sales of Environmental Instrumentation increased $4.2 million.

The first six months of 2025 included $4.3 million in incremental sales from recent acquisitions.

Cost of sales increased primarily due to higher net sales, partially offset by favorable product mix.

The cost of sales percentage decreased due to favorable product mix, including improved margins in our Marine Instrumentation product line.

SG&A expense increased due to higher net sales during the period, and SG&A expense as a percentage of net sales increased slightly.

R&D expense increased due to higher Marine Instrumentation product development, and the R&D expense percentage was relatively consistent in both periods.

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

The cost of sales percentage decreased due to favorable product mix.

SG&A expense increased primarily due to higher net sales, and SG&A expense as a percentage of net sales decreased primarily due to maintaining cost control measures year-over-year.

R&D expense increased due to higher Marine Instrumentation product development, and the R&D expense as a percentage of net sales increased slightly.

Operating income increased primarily due to higher net sales and favorable product mix.

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

Aerospace and Defense Electronics

First Quarter Change

Second Quarter Change Six Months Change

(dollars in millions) 2025 2024 $ % 2025 2024 $ %

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Research and development expense

3.1 % 3.1 % 2.8 % 2.8 %

Acquired intangible asset amortization 1.9 % 0.1 % 1.7 % 0.1 %

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* Not meaningful

First quarter of 2025 compared with the first quarter of 2024

Second quarter of 2025 compared with the second quarter of 2024

Net sales increased due to a $72.6 million increase in defense electronics, partially offset by a $2.2 million decrease in aerospace electronics.

The first quarter of 2025 included $42.3 million in incremental sales from recent acquisitions.

Cost of sales increased due to higher net sales, partially offset by unfavorable product mix, including recent acquisitions which carry a higher cost of sales percentage, and the cost of sales percentage increased due to unfavorable product mix.

SG&A expense increased due to higher net sales as well as $3.2 million of transaction and integration costs for 2025 acquisitions incurred in the first quarter of 2025, with no comparable amount recorded in the first quarter of 2024.

R&D expense increased due to primarily to the 2025 acquisitions, and the R&D expense percentage was similar in both periods.

Operating income increased primarily due to increased net sales, and operating income as a percent of net sales decreased primarily due higher transaction and integration costs as well as unfavorable product mix.

The second quarter of 2025 included $64.3 million in incremental sales from recent acquisitions.

Cost of sales increased due to higher net sales, inventory step-up expense related to the 2025 acquisitions and unfavorable product mix, including recent acquisitions which carry a higher cost of sales percentage, and as a result the cost of sales percentage increased.

SG&A expense increased due to higher net sales and higher transaction and integration costs as a result of 2025 acquisitions.

R&D expense increased primarily due to the 2025 acquisitions, and the R&D expense as a percentage of net sales was similar in both periods.

Acquired intangible asset amortization increased primarily due to the 2025 acquisitions.

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

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

Net sales increased due to a $129.7 million increase for defense electronics, partially offset by a $2.5 million decrease for aerospace electronics.

The first six months of 2025 included $106.7 million in incremental sales from recent acquisitions.

SG&A expense increased due to higher net sales and higher transaction and integration costs as a result of 2025 acquisitions.

R&D expense increased primarily due to the 2025 acquisitions, and the R&D expense as a percentage of net sales was similar in both periods.

Acquired intangible asset amortization increased primarily due to the 2025 acquisitions.

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

Engineered Systems

First Quarter Change

Second Quarter Change Six Months Change

(dollars in millions) 2025 2024 $ % 2025 2024 $ %

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Selling, general and administrative expense

5.7 % 6.0 % 5.7 % 7.1 %

Research and development expense

0.3 % 0.1 % 0.1 % 0.1 %

Operating income 11.0 % 7.0 % 10.5 % 5.1 %

First quarter of 2025 compared with the first quarter of 2024

Second quarter of 2025 compared with the second quarter of 2024

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

Cost of sales increased primarily due to higher net sales, and the cost of sales percentage decreased during the period due to favorable program mix.

Cost of sales and cost of sales as a percentage decreased primarily due to favorable program mix.

SG&A expense and SG&A expense as a percentage of net sales decreased slightly.

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

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

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

Cost of sales increased primarily due to higher net sales, partially offset by favorable program mix and cost of sales as a percentage decreased primarily due to favorable program mix.

SG&A expense decreased primarily due to lower selling expense and SG&A expense as a percentage of net sales decreased.

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

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

Financial Condition, Liquidity and Capital Resources

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No cash pension contributions have been made since 2013 or are planned for the remainder of 2025 for the domestic qualified pension plans.

During the second quarter of 2025, we entered into a multi-currency notional cash pooling agreement with a financial institution to manage cash flow more efficiently and optimize liquidity.

Under the terms of this arrangement, certain participating foreign subsidiaries combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant.

The pool runs daily on a net positive cash basis and is not intended to be used as a source of funding.

Amounts in each of the accounts are unencumbered and unrestricted with respect to use.

The net positive cash balance related to this pooling arrangement is included in cash, and cash equivalents on the condensed consolidated balance sheets.

Cash and Cash Equivalents

Cash and cash equivalents totaled $461.5 million at March 30, 2025, compared with $649.8 million at December 29, 2024.

Cash and cash equivalents totaled $310.9 million at June 29, 2025, compared with $649.8 million at December 29, 2024, with the decrease primarily related to funding the 2025 acquisitions, partially offset by cash generated from operating activities.

Cash equivalents consist of highly liquid money-market mutual funds, with maturities of three months or less when purchased.

Long-term Debt

Total debt at March 30, 2025, was $2,964.8 million compared with $2,649.0 million at December 29, 2024, with the increase due to borrowings under the credit facility to support acquisition activity in the first quarter of 2025.

At March 30, 2025, $855.5 million was available under the $1.20 billion credit facility, after reductions of $315.0 million in outstanding borrowings and $29.5 million in outstanding letters of credit.

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

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

Our bank credit agreements, which includes our $1.20 billion credit facility expiring June 2029, require us to comply with various financial and operating covenants.

At March 30, 2025, we were in compliance with these covenants.

At June 29, 2025, we were in compliance with these covenants.

Our liquidity is not dependent upon the use of off-balance sheet financial arrangements.

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Stock Repurchases

In April 2024, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $1.25 billion of our common stock.

This authorization superseded prior open stock repurchase programs authorized by the Board of Directors.

In July 2025, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $2.0 billion of our common stock.

This authorization superseded the remaining prior open stock repurchase programs authorized by the Board of Directors.

The newly authorized stock repurchase program does not have a stated expiration date.

2 unchanged sentences

We currently intend to fund future share repurchases with cash on hand and available borrowings under our credit facility.

No repurchases under any authorizations were made in the first quarter of 2025 or 2024.

Net cash provided by operating activities was $242.6 million for the first three months of 2025 compared with $291.0 million, with the decrease driven primarily by cash outflows on foreign exchange contracts in the first quarter of 2025 as compared to cash inflows on foreign exchange contracts in the first quarter of 2024 as well as lower customer advances received in the first quarter of 2025.

Net cash used in investing activities was $775.0 million for the first three months of 2025 compared with $15.9 million.

During the first three months of 2025, we spent $757.6 million on acquisitions, with no comparable spend for the first three months of 2024.

Capital expenditures for the first three months of 2025 and 2024 were $18.0 million and $15.9 million, respectively.

We currently intend to fund future share repurchases, if any, with cash on hand and available borrowings under our credit facility.

No repurchases under any authorizations were made in the second quarter and first six months of 2025.

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

Net cash used in investing activities was $805.2 million for the first six months of 2025 compared with $157.1 million.

During the first six months of 2025, we spent $757.6 million on acquisitions compared with $123.6 million.

Capital expenditures for the first six months of 2025 and 2024 were $48.3 million and $33.6 million, respectively.

We currently plan to invest approximately $130 million for capital expenditures in 2025.

Net cash provided by financing activities was $339.6 million for the first three months of 2025 compared with net cash provided by financing activities of $6.1 million, with the first three months of 2025 including net proceeds from our credit facility of $315.0 million.

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

Critical Accounting Policies and Estimates

6 unchanged sentences

Safe Harbor Cautionary Statement Regarding Forward-Looking Information

From time to time we make, and this report contains, forward looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to management’s beliefs about the financial condition, results of operations, acquisitions, capital expenditures and product synergies, integration costs, tax matters and businesses of Teledyne in the future.

From time to time we make, and this report contains, forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to management’s beliefs about the financial condition, results of operations, acquisitions, capital expenditures, stock repurchases, product synergies, integration costs, tax matters and businesses of Teledyne in the future.

Forward-looking statements involve risks and uncertainties, are based on the current expectations of the management of Teledyne and are subject to uncertainty and changes in circumstances.

5 unchanged sentences

escalating economic and diplomatic tension between China and the United States, including a potential “trade war” that results in higher tariffs and restrictions on sales of goods and services;

reciprocal tariffs from other countries;

reciprocal tariffs from other countries, especially from members of the European Union;

changes in relevant tax and other laws;

foreign currency exchange risks;

rising interest rates and inflation;

rising interest rates;

risks associated with indebtedness, as well as our ability to reduce indebtedness and the timing thereof;

21 unchanged sentences

In addition, financial market fluctuations affect the value of the company’s pension assets.

Changes in the policies of the United States and foreign governments, including economic sanctions or in regard to support Ukraine, could result, over time, in reductions or realignment in defense or other government spending and further changes in programs in which the company participates.

While the Company’s growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made.

Changes in the policies of the United States and foreign governments, including economic sanctions or in regard to support for Ukraine, could result, over time, in reductions or realignment in defense or other government spending and further changes in programs in which the company participates.

While our growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made.

Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain key management and customers and achieve identified financial and operating synergies.

11 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements