What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-21 · 98 added, 117 removed, 346 unchanged (38% of the section changed)

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You should not consider any descriptions of these factors to be a complete set of all potential risks that could affect Teledyne.

Any of the risk factors discussed below could by itself, or combined with other factors, materially and adversely affect our business, results of operations, financial condition, competitive position or reputation, including by materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings.

Any risk factor discussed below could by itself, or combined with other factors, materially and adversely affect our business, results of operations, financial condition, competitive position or reputation, including by materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings.

Risks Related to our Business and Industry

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• production delays associated with consolidating acquired facilities and manufacturing operations;

• pre-existing vulnerabilities, undetected malware and access management issues at the acquired business and its supply chain;

• pre-existing vulnerabilities, including cybersecurity vulnerabilities, undetected malware and access management issues at the acquired business and its supply chain;

• the incurrence of significant transaction costs, including for acquisitions which we may not complete;

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If we are unable to make acquisitions our future growth may be adversely impacted.

Our ability to make acquisitions depends on a number of factors, including the availability of potential acquisition candidates at reasonable prices, competition from other bidders, the ability to obtain regulatory approvals, including under merger control and foreign direct investment laws, and the availability of debt and equity financing, among other factors.

Our ability to make acquisitions depends on a number of factors, including the availability of potential acquisition candidates at reasonable prices, competition from other bidders, the ability to obtain regulatory approvals, including under increasingly stringent merger control and foreign direct investment laws, and the availability of debt and equity financing, among other factors.

For additional discussion of business acquisition, see the discussion under “Item 7 .

Management’s Discussion and Analysis of Operations and Financial Condition” and Note 3 .

Higher interest rates and other factors could cause our customers to reduce capital spending, which could adversely impact us.

Higher interest rates may reduce capital spending by our existing and potential customers, which could result in lower sales of our products.

Increased prices for components and raw materials used in our products and higher labor and shipping costs could adversely impact our profitability.

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We have experienced component and raw material shortages in the past that impacted our ability to manufacture and ship all the product for which we have demand, and these constraints may continue in the future.

Our business in the recent past was impacted by interruptions in the supply chain, due in part to the COVID pandemic, a resumption of strong worldwide demand for electronic products and components across a number of end markets, and interruption in supplier operations.

As a result, we experienced delivery delays and shortages of certain components and raw materials needed for many of the products we manufacture.

Our business in the recent past was impacted by interruptions in the supply chain.

As a result, we experienced delivery delays and shortages of components and raw materials needed for certain products we manufacture.

China has also restricted the export of certain rare earth minerals and permanent magnets that are used in our products, which has in the past delayed and could in the future limit our ability to sell products that require these components or result in lower margins products that incorporate these components.

Any such delays in the future would reduce our revenue and margins for the periods affected and would also result in an increase in our inventory of other components, which would reduce our operating cash flow.

We may not have sufficient resources to fund all future research and development and capital expenditures.

In order to remain competitive, we must make substantial investments in research and development of new or enhanced products and continuously upgrade our process technology and manufacturing capabilities.

Our research and development efforts primarily involve engineering and design related to improving existing products and developing new products and technologies in the same or similar fields.

We may be unable to fund all of our research and development and capital investment needs or possible strategic acquisitions of businesses or product lines.

In order to remain competitive, we must make substantial investments in research and development (“R&D”) of new or enhanced products and continuously upgrade our process technology and manufacturing capabilities.

We may be unable to fund all of our R&D and capital investment needs.

Our ability to raise additional capital will depend on a variety of factors, some of which will not be within our control, including the existence of bank and capital markets, investor perceptions of us, our businesses and the industries in which we operate, and general economic conditions.

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New or existing competitors may also develop new technologies that could adversely affect the demand for our products and services.

We have been experiencing increased competition for some of our key products.

Furthermore, some of our patents have expired or are expiring, which could open up further competition.

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Low-cost competition from China and other developing countries could also result in decreased demand for our products.

Increasing competition could reduce the volume of our sales or the prices we may charge, which would negatively impact our revenues.

We are experiencing increasing competition in many of our businesses, especially our digital imaging and instrumentation businesses, from Chinese manufacturers that offer lower cost products with increasingly advanced technical capabilities.

Higher interest rates and other factors could cause our customers to reduce capital spending, which could adversely impact us.

Higher interest rates may reduce capital spending by our existing and potential customers, which could result in lower sales of our products.

Risks Related to International Operations

We are subject to the risks associated with international sales and international operations, and events in those countries could harm our business or results of operations.

In 2024 and 2023, sales to customers outside the United States accounted for approximately 48% and 49% of total net sales, respectively.

In both 2025 and 2024, sales to customers outside the United States accounted for approximately 48% of total net sales.

In both 2025 and 2024, we sold products to customers in over 100 foreign countries.

In 2024, the top five countries for sales to international customers, ranked by net sales, were the United Kingdom, China, Germany, Japan and France and represented approximately 19% of our total net sales.

In 2025, the top five countries for sales to international customers, ranked by net sales, were the UK, Germany, Japan, China and France and represented approximately 20% of our total net sales.

We anticipate that future sales to international customers will continue to account for a significant and increasing percentage of our revenues.

Risks associated with international sales and operations include, but are not limited to:

• political and economic instability, including the war between Ukraine and Russia, the conflict in Israel and neighboring region and potential hostilities between China and Taiwan;

• political and economic instability;

• additional deterioration in United States - China and United States - Russia relations;

• existing and intensifying global economic sanctions and export controls, including export controls related to China, sanctions related to Russia, and increasingly complex regulations related to exports of marine instruments, digital imaging and other products;

• existing and intensifying global economic sanctions and export controls, including export controls related to China and sanctions related to Russia;

• our ability to obtain export licenses in a timely manner;

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• compliance with non-U.S.

data protection laws, including the EU General Data Protection Regulation (“GDPR”) in the European Union and the Personal Information Protection Law in China;

• new and emerging non-U.S.

data protection laws;

• existing and emerging non-U.S.

regulations relating to ESG and CSR matters, which could be costly to comply with;

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dollar could have a material impact on our reported earnings.

Continued economic slowdown in China may adversely affect us.

Our net sales to China-based customers represented approximately 4% of total revenues in 2024 and 2023, respectively.

Economic growth in China has slowed since the COVID pandemic.

Continued growth in many of our businesses, including those in our Environmental Instrumentation group, could be negatively impacted if another economic downturn occurs in China.

Escalating global trade tensions and the adoption or expansion of tariffs and trade restrictions could negatively impact us.

In early 2025, the new U.S.

Presidential administration announced significant new tariffs on foreign imports into the United States, specifically from Mexico and Canada, all of which were subsequently postponed prior to becoming effective, and China, and has proposed additional new tariffs that may be implemented in the future, including on member states of the European Union and on commodities like steel, aluminum and titanium.

The administration has announced additional tariffs on steel and aluminum imports and has threatened to raise tariffs on semiconductors, pharmaceuticals and other products.

Presidential administration has announced significant new tariffs on foreign imports into the United States, particularly with respect to imports from China, and has proposed additional new tariffs that may be implemented in the future, including on member states of the European Union (“EU”) and on Canada and Mexico.

High tariffs generally increase the cost of materials for our products, which could result in our products becoming less competitive or generating lower margins.

The extent and duration of increased tariffs and the resulting impact on general economic conditions

and on our business are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Uncertainty around whether and the extent to which new tariffs will be imposed could also impact our supply chain and the cost of our products.

We have significant operations in Canada and in member states of the European Union, which could be negatively impacted by a trade war with the United States.

The extent and duration of increased tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Uncertainty about whether and the extent to which new tariffs will be imposed could also impact our supply chain and the cost of our products.

We have significant operations in Canada and in member states of the EU, which could be negatively impacted by a trade war with the United States.

With high tariffs imposed on our products, we may also need to find new suppliers and components for our products, which could result in production delays.

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Further escalation of the “trade war” between the United States and China, or new trade wars between the United States and other countries, could result in continued or increased tariffs.

Efforts to avoid tariffs are also under increased scrutiny.

New and expanding economic sanctions and export restrictions could impact our ability to sell our products.

Recent export restrictions have had a significant impact on business.

Recent export restrictions have had a significant impact on our business.

A number of well-established customers and suppliers have become listed on government restricted party lists.

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items manufactured from U.S.-origin equipment.

In response, China has unveiled restrictions on exports from China of certain materials and components, including gallium and germanium which are used in semiconductor manufacturing and which has impacted the production and pricing of some of our digital imaging products.

In response, China has unveiled restrictions on exports from China of certain materials and components, including gallium and germanium and which are used in semiconductor manufacturing and permanent magnets and which have impacted

the production and pricing of some of our digital imaging and aerospace and defense products.

China has also increased sanctions on certain specific U.S.

companies, including two Teledyne legal entities, by adding them to its Unreliable Entity List or Export Control List, which has impacted the ability of some Teledyne subsidiaries (including those not so listed) to conduct business in China.

Chinese airlines and other manufacturers are under pressure to decrease their dependence on U.S.

components and products and increase the use of domestic suppliers.

Many key suppliers to our businesses, whether direct or indirect, are based in China.

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Global conflicts could lead to disruption, instability and volatility in global markets and industries that could negatively impact our operations.

Conflicts around the world could negatively impact our operations.

The continuing conflict between Russia and Ukraine has led to energy market disruptions and shortages which could result in the shutdown of or slowdowns at our manufacturing facilities, particularly those located in Europe, and may result in substantial increases in the cost of energy.

The conflict in Israel and neighboring region could have a material impact on our business, especially if it escalates into a wider regional conflict.

The conflict has resulted in some supply delays resulting from disruptions in shipping routes using the Red Sea and Suez Canal and could lead to higher energy prices and disruptions for suppliers and customers located in the region.

Pro-Palestinian activist groups have targeted the facilities of defense companies, including our sites.

Actions taken by these groups have the potential to disrupt activity and temporarily halt production at the sites targeted.

A military conflict between China and Taiwan would likely have a material adverse impact on our ability to sell products to customers in these areas and on our supply chain.

Ongoing instability in the Middle East and the conflict between Russia and Ukraine could result in supply chain and other business disruptions.

An economic slowdown in China may adversely affect us.

Our net sales to China-based customers represented approximately 4% of total revenues in 2025 and 2024, respectively.

Economic growth in China has slowed since the coronavirus disease (“COVID”) pandemic.

Continued growth in many of our businesses, including those in our Environmental Instrumentation group, could be negatively impacted if another economic downturn occurs in China.

In-country manufacturing could result in lower demand for our products.

Many countries, including China, India and Saudi Arabia, have bolstered laws or regulations requiring the use of local suppliers and in-country manufacturing, which has had a negative impact on Teledyne’s revenues of instrumentation, commercial aerospace, marine and digital imaging products, as we currently have limited manufacturing operations in these countries.

Many countries, including China, India and Saudi Arabia, have bolstered laws or regulations requiring the use of local suppliers, personnel and in-country manufacturing, which has had a negative impact on Teledyne’s revenues of instrumentation, commercial aerospace, marine and digital imaging products, as we currently have limited manufacturing operations in these countries.

Several of our competitors in countries like China may be subsidized by state actors and as a result may be able to offer competing products at much lower prices than we can.

As European countries increase their defense spending, requirements to have production facilities in the EU are becoming more common to win contracts.

If we are unable to respond to these requirements, we may be unable to bid on new programs or lose opportunities to competitors that are based in the EU.

Risks Related to our Markets

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A cyclical downturn in one or more of these markets may materially affect future operating results.

The current cyclical downturn in the semiconductor market has impacted the results of our digital imaging and instrumentation businesses.

Some of our product sales are tied to artificial intelligence (“AI”)-related capital expenditures and data center infrastructure.

Several factors could result in volatility in AI-related spending, including constraints related to electricity generation and delivery, overbuilt capacity, new AI-focused legal regulations, and a consolidation of competing independent technologies.

Our revenue from U.S.

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We perform work on a number of contracts with the U.S.

Department of Defense and other agencies and departments of the U.S.

Department of War and other agencies and departments of the U.S.

Government including subcontracts with government prime contractors.

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Government, including sales under contracts with the U.S.

Department of Defense, as prime contractor or subcontractor, represented 24.3% and 24.5% of our total net sales in 2024 and 2023, respectively.

Department of War, as prime contractor or subcontractor, represented 25% and 24% of our total net sales in 2025 and 2024, respectively.

Performance under government contracts has inherent risks that could have a material effect on our business, results of operations, and financial condition.

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Government operation under a continuing resolution could impact the business by preventing new programs from starting as planned and by limiting funding on existing programs.

Government shutdowns have resulted in delays in anticipated contract awards and delayed payments of invoices for several of our businesses, and any new shutdown or increase in shutdowns could have similar or worse effects.

Government shutdowns have resulted in delays in anticipated contract awards and delayed payments of invoices for several of our businesses.

In the fall of 2025, a shutdown of the U.S.

Government lasted 43 days and resulted in delays in contract awards, issuances of export licenses, shipments and payments of invoices for several of our businesses;

any new shutdown or increase in the frequency of shutdowns could have similar or worse effects.

Any renewed emphasis on Federal deficit and debt reduction could lead to a further decrease in overall defense spending.

Budgetary concerns could result in future contracts being awarded more on price than on other competitive factors, and smaller defense budgets could result in government in-sourcing of programs and more intense competition on programs that are not in-sourced, which could result in lower revenues and profits.

The new Presidential administration has announced plans to significantly cut federal spending and the size of the federal government and has taken steps to reduce and reorganize the federal workforce at many agencies.

It is unclear how such cuts, if implemented, could impact our current and future business with the U.S.

If cuts to government personnel lead to staff shortages or disorganization at certain federal agencies, we may experience delays in obtaining contract awards or payments, the loss of current or future contracts, or delays in obtaining necessary permits, licenses or registrations.

Rising inflation and other factors also may result in a shift in U.S.

defense spending between various programs based on priorities, which may result in a reduction or loss of expected revenues on programs in which we participate.

Changes in policy and budget priorities by the U.S.

Presidential Administration for various defense and NASA programs could impact our Engineered Systems, Aerospace and Defense Electronics and Digital Imaging segments.

Budget cuts at NASA have negatively impacted the revenues of Engineered Systems in 2025 and are expected to further impact revenues in 2026.

It is also not uncommon for the U.S.

Department of Defense to delay the timing of awards or change orders for major programs for six to twelve months.

Department of War to delay the timing of awards or change orders for major programs for six to twelve months.

These delays by the U.S.

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Government have not materially impacted our results of operations;

however, our Defense Electronics businesses have seen an increase in terminations for convenience due to shifting Government priorities.

We are seeing increased sales into the European defense market as European defense budgets increase as a result of the conflict in Ukraine, threats from Russia and other geopolitical instability.

If European government funding on defense programs declines, or if defense spending priorities of the North Atlantic Treaty Organization (“NATO”)-member countries change with respect to Ukraine, existing and potential future sales would be negatively impacted.

Government contracting business is subject to government contracting regulations, including increasingly complex regulations on cybersecurity, and our failure to comply with such laws and regulations could harm our operating results and prospects.

New EU cybersecurity requirements are expected to come into effect in 2026, which may impact our ability to market our products and services in the EU.

Government contracting businesses are subject to government contracting regulations, including increasingly complex regulations on cybersecurity, and our failure to comply with such laws and regulations could harm our operating results and prospects.

Government contracting businesses, like other government contractors, are subject to various audits, reviews and investigations (including private party “whistleblower” lawsuits) relating to our compliance with applicable federal and state laws and regulations.

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Government contracts, including allocated indirect costs.

Such audits could result in adjustments to our contract costs.

Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already reimbursed would need to be refunded.

We have recorded contract revenues based upon costs we expect to realize after final audit.

In a worst case scenario, should a business or division be charged with wrongdoing, or should the U.S.

Government determine that the business or division is not a “presently responsible contractor,” that business or division, and conceivably our Company as a whole, could be temporarily suspended or, in the event of a conviction, could be debarred for up to three years from receiving new government contracts or government-approved subcontracts.

In addition, we could expend substantial amounts defending against such charges and in damages, fines and penalties if such charges were proven or were to result in negotiated settlements.

In addition, we could expend substantial amounts defending against such charges or face damages, fines and penalties if such charges were proven.

Routine audits by U.S.

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Disapproval could significantly impact cash flow, as up to 10% may be withheld from payments, as well as significantly impact potential contract awards and increase audit oversight of individual contract proposals.

The Department of Defense as well as other U.S.

The Department of War as well as other U.S.

Government contracting agencies have adopted rules and regulations requiring contractors to implement a set of cybersecurity measures to attain the safeguarding of contractor systems that process, store, or transmit certain information.

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The cybersecurity requirements also impact our supply base which could impact cost, schedule and performance on programs if suppliers do not meet the requirements and therefore, do not qualify to support the programs.

In January 2026, the President issued an executive order that imposes obligations on U.S.

defense contractors, including immediately prohibiting any “major defense contractor” from conducting future stock buybacks or issuing dividends at the expense of accelerated procurement and increased production capacity.

The executive order also orders a historical review of defense contractor performance and directs the Secretary of War to develop and implement additional provisions related to prohibition of stock buybacks and corporate distributions, prohibition on the use of certain metrics in determining executive compensation and authorizing the U.S.

Government to cap executive base salaries.

At this time, it is unclear the extent to which the executive order will apply to us and significant uncertainties exist as to how the executive order will be implemented and interpreted.

Depending on its implementation and application to us, the executive order could have a material adverse impact on our ability to make stock repurchases or issue dividends and continue to attract and retain executive talent.

We also are required to procure certain materials and parts from supply sources approved by the U.S.

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Risks associated with counterfeit parts could be exacerbated as a result of supply chain shortages or due to parts becoming obsolete.

The Company is working to resolve a civil investigation by the U.S.

Department of Justice relating to an ejection seat sequencer program and deliveries to the U.S.

Government between 2006 and 2018 in which the use of counterfeit parts is alleged.

We generate revenue from companies in the oil and gas industry, especially the offshore oil and gas industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and gas prices, which has in the past impacted and can impact in the future our financial results.

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• the war between Russia and Ukraine, including the implementation of price controls on Russian oil exports and restrictions on oil and gas exports imposed by Russia;

• conflict in the Middle East, including disruption of shipping lanes in the Red Sea;

• instability in the Middle East and oil-producing regions of Latin America, including Venezuela;

• the ability of oil and gas companies to generate or raise funds for capital expenditures;

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Changes in production rates for major aircraft manufacturers, like Boeing and Airbus, impact our commercial aerospace businesses.

Boeing and Airbus recently have struggled to meet delivery targets due to supply chain issues and other challenges.

In January 2024, the FAA ordered the temporary grounding of Boeing 737-9 MAX aircraft as a result of an incident on a Boeing 737-9 MAX where it lost a “door plug.” The FAA capped the output of Boeing 737-MAX aircraft until quality control targets are reached.

A strike by machinists at Boeing in 2024 lasted almost two months and resulted in a pause in aircraft production.

These factors have negatively impacted our sales to Airbus and Boeing and any future pauses or reductions in manufacturing could negatively impact our business.

Boeing and Airbus have in the recent past struggled to meet delivery targets due to supply chain issues and other challenges.

Any future pauses or reductions in manufacturing from Boeing or Airbus could negatively impact our business.

A change in policy direction related to environmental regulations and green energy could negatively impact demand for our monitoring instruments and energy systems products.

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Environmental Protection Agency and other federal agencies.

The new Presidential Administration has signaled its intent to scale back many of these regulations, which could result in decreased demand for our products.

The new Presidential Administration has also signaled its intent to roll back green energy initiatives, which could harm our energy systems business that manufactures hydrogen-based energy generation systems.

The Presidential Administration scaled back many of these regulations, which could result in decreased demand for our products, especially if funding from individual states do not make up for the shortfall in federal funding.

The Presidential Administration has also rolled back green energy initiatives, which could harm our energy systems business that manufactures hydrogen-based energy generation systems and which also is likely to reduce the number of federally funded hydrogen generation projects, which lowers demand for our process instrumentation products.

Risks related to Finance and Tax Matters

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As of December 28, 2025, no borrowings were outstanding under our $1.20 billion credit facility.

Teledyne incurred a significant amount of indebtedness in connection with the financing of the acquisition of FLIR in 2021.

The agreements we entered into with respect to our indebtedness, including the agreements we entered into to finance the FLIR acquisition and in connection with the assumption of FLIR’s existing senior notes, contain negative covenants, that, subject to certain exceptions, include limitations on indebtedness related to our credit facility, liens, dispositions, investments and mergers and other fundamental changes.

The agreements we entered into with respect to our indebtedness contain negative covenants, that, subject to certain exceptions, include limitations on indebtedness related to our credit facility, liens, dispositions, investments and mergers and other fundamental changes.

Our ability to comply with these negative covenants can be affected by events beyond our control.

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Any future indebtedness incurred under our credit facility will expose us to interest rate risk.

We may not be able to service our debt obligations.

We may not be able to service our debt obligations, which could have a material and adverse effect on our business, financial condition or operating results.

Our ability to meet our interest expense and debt service obligations will depend on our future performance, including the cash we generate from operating activities, which will be affected by financial, business, economic and other factors, including potential changes in laws or regulations, industry conditions, industry supply and demand, customer preferences, the success of our products and pressure from competitors.

If we are unable to meet our debt service obligations or should we fail to comply with our financial and other negative covenants contained in the agreements governing our indebtedness, we may be required to refinance all or part of our debt, sell strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities.

We may not be able to, at any given time, refinance our debt, sell assets, incur additional indebtedness or issue equity securities on terms acceptable to us, in amounts sufficient to meet our needs.

If we are unable to meet our debt service obligations we may be required to refinance all or part of our debt, sell strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities and we may not be able to take such actions on terms acceptable to us and in amounts sufficient to meet our needs.

If we are able to raise additional funds through the issuance of equity securities, such issuance would also result in dilution to our stockholders.

Our inability to service our obligations or refinance our debt could have a material and adverse effect on our business, financial condition or operating results.

The credit rating of Teledyne could be downgraded, which may increase borrowing costs.

The credit ratings of Teledyne’s debt could be subject to a downgrade below investment grade.

If a ratings downgrade were to occur, we could experience higher borrowing costs in the future and more restrictive debt covenants, which would reduce profitability and diminish operational flexibility.

A ratings downgrade could also limit our access to certain sources of debt financing.

The credit ratings of Teledyne’s debt could be subject to a downgrade below investment grade which could result in higher borrowing costs and more restrictive debt covenants in the future.

Higher tax rates may harm our results of operations and cash flow.

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Additionally, beginning in 2023, the United States has adopted a 15% corporate alternative minimum tax for certain large corporations.

Teledyne does not expect to be subject to this tax in 2023 or 2024;

however, Teledyne is closely monitoring the potential impact of the U.S.

Teledyne does not expect to be subject to this tax;

however, Teledyne continues to monitor the potential impact of the U.S.

corporate minimum tax.

Many other jurisdictions have also enacted corporate global 15% minimum tax rules, which applied to Teledyne beginning in 2024.

Many other jurisdictions have also enacted corporate global 15% minimum tax rules, which apply to Teledyne.

Teledyne is monitoring the impact of these foreign minimum tax rules.

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We have chosen to perform our annual impairment reviews of goodwill and other indefinite-lived intangible assets during the fourth quarter of each fiscal year.

As a result of these annual tests, we recorded $52.5 million of pretax, non-cash trademark impairments in 2024 in the Digital Imaging and Instrumentation segments, and no comparable amounts were recorded in 2025.

We are also required to test goodwill for impairment between annual tests if events occur or circumstances change that would more likely than not reduce our enterprise fair value below its book value.

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For additional discussion of business acquisitions, goodwill and other long-lived assets, see the discussion under “Item 7 .

Management’s Discussion and Analysis of Operations and Financial Condition” and Note 3 .

Management’s Discussion and Analysis of Operations and Financial Condition” and Notes 3 and 6 .

Risks related to climate change

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Climate change may have an increasingly adverse impact on our business and those of our customers, partners and suppliers.

While we seek to mitigate the risks associated with climate change on our operations, there are inherent climate-related risks globally.

As discussed under the risk factor below headed “Natural and man-made disasters could adversely affect our business, results of operations and financial condition,” some of our manufacturing facilities are located in regions that may be impacted by severe weather events, like hurricanes or ice storms, or in areas prone to wildfires, droughts and rising sea levels, the frequency and severity of which may increase as a result of climate change.

These events could result in potential damage to our physical assets as well as disruptions in manufacturing activities.

Severe weather and wildfire events may impair the ability of our employees to work effectively.

Climate change, including the increasing frequency and intensity of extreme weather events, its impact on our supply chain and critical infrastructure worldwide and its potential to increase political instability in regions where we, our customers, partners and our suppliers do business, may disrupt our business and may cause us to experience higher employee attrition and higher costs to maintain or resume operations.

These events could result in potential damage to our physical assets and may result in disruptions in manufacturing activities and impair the ability of our employees to work effectively.

The effects of climate change also may impact our decisions to construct new facilities or maintain existing facilities in the areas most prone to physical risks, which could similarly increase our operating and material costs.

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These legal requirements, in addition to emission reduction efforts that we voluntarily undertake, are expected to result in increased capital expenditures and compliance costs and could result in higher costs required to operate and maintain our facilities, procure raw materials and energy, and may require us to acquire emission credits or carbon offsets.

These costs and restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities.

Proposed rules under the Federal Acquisition Regulation and similar rules in other jurisdictions such as the United Kingdom require or will require major contractors to disclose enhanced information on GHG emissions and commit to GHG emission reduction targets.

If we are unable to comply with these rules, we may be ineligible to receive future contract awards from the United States and other governments.

The inconsistent international, regional and/or national requirements associated with climate change regulations also create economic and regulatory uncertainty.

Investor sentiment towards climate change and sustainability could adversely affect our business and the market price for our common stock.

Increased investor focus and activism related to climate change and sustainability may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of our sustainability practices.

We may face increasing pressure regarding our sustainability disclosures and practices.

Additionally, members of the investment community may screen companies such as ours for sustainability performance before investing in our stock.

If we are unable to meet the sustainability standards set by these investors, or if we are unable meet GHG reduction targets we communicate to the public, we may lose investors, our stock price may be negatively impacted, and our reputation may be negatively affected.

Investor focus and activism related to climate change and sustainability may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of our sustainability practices.

If we are unable to meet the sustainability standards set by these investors, or if we are unable to meet GHG reduction targets we communicate to the public, we may lose investors, our stock price may be negatively impacted, and our reputation may be negatively affected.

Risks related to Legal and Compliance Matters

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Effective April 24, 2022, the United States Department of State’s Office of Defense Trade Controls Compliance (“DDTC”) closed the four-year Consent Agreement that had been entered into by FLIR Systems, Inc., to resolve various export allegations under the International Traffic in Arms Regulations (“ITAR”).

In connection with this Consent Agreement and other export matters, FLIR and its successor by mergers, Teledyne FLIR, has enhanced the trade compliance program more broadly, implemented remedial measures and have undergone external and internal audits of the trade compliance program.

Teledyne FLIR has enhanced its trade compliance program.

Nonetheless, adverse disclosures and findings could cause additional expenses in connection with further remedial measures or potential penalties.

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We have 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, we are 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 our financial position, results of operations or cash flows in and following the period in which such outcome becomes estimable or known.

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 our financial position, results of operations or cash flows.

We may not be able to enforce or protect our intellectual property rights, or third parties may claim we infringe their intellectual rights, each which may harm our ability to compete and thus harm our business.

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We have been joined, among a number of defendants (often over 100), in lawsuits alleging injury or death as a result of exposure to asbestos.

In addition, because of the prominent “Teledyne” name, we may continue to be mistakenly joined in lawsuits involving a company or business that was not assumed by us as part of our 1999 spin-off.

In addition, because of the prominent “Teledyne” name, we may continue to be mistakenly joined in lawsuits involving a company or business that was not assumed by us as part of our 1999 spin-off from Allegheny Teledyne Incorporated.

To date, we have not incurred material liabilities in connection with these lawsuits.

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Our products are subject to various regulations that prohibit or restrict the use of certain hazardous substances.

For example, our products placed on the European market are subject to the Registration, Evaluation, Authorization and Restriction of Chemicals and the restriction of the use of certain hazardous substances in electrical and electronic equipment Directives.

Future hazardous substance restrictions or prohibitions may limit our ability to market some products in certain countries.

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Many of our production facilities and our headquarters are located in California and thus are in areas with above average seismic activity and may also be at risk of damage due to wildfire or mudslides.

In November 2018 and again in 2024, wildfires impacted areas near our headquarters and principal research and development center in Thousand Oaks, California, resulting in temporary disruptions and evacuations of employees who lived nearby.

Local utilities may impose blackouts during high fire risk weather conditions, which could result in disruptions to our businesses located in California, including our headquarters.

In the event of a major earthquake, tornado, hurricane or catastrophic event such as fire, power loss, telecommunications failure, vandalism, cyber-attack, war, terrorist attack or health epidemic (including COVID), we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our production, breaches of data security and loss of critical data, all of which could harm our business, results of operations and financial condition and have a material adverse impact on us.

Starting in December 2022, a series of direct-action protests by political extremists on several of our facilities in the United Kingdom have resulted in trespass and vandalism and in some cases caused damage to our facilities and interrupted some productions lines for a period of time.

Starting in December 2022, a series of direct-action protests by political extremists on several of our facilities in the UK have resulted in trespass and vandalism and in some cases caused damage to our facilities and interrupted some productions lines for a period of time.

Teledyne FLIR’s components operation is a single source supplier of certain sensors used throughout the FLIR business, and a disruption in business due to a disaster could have a material adverse impact on the businesses of Teledyne FLIR.

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Our facilities in Alabama, Florida, Nebraska, Tennessee and Virginia have also been threatened by tornados.

If any of our California facilities were to experience a catastrophic earthquake or wildfire loss, or if any of our Alabama, Florida, Nebraska,

Tennessee or Texas facilities were to experience a catastrophic hurricane, storm, tornado or other natural disaster, or if Teledyne’s facilities in Quebec experience long-term loss of electrical power, such event could disrupt our operations, delay production, shipments and revenue, result in large expenses to repair or replace the facility or facilities and could have a material adverse effect on our business.

If any of our facilities were to experience a catastrophic earthquake, wildfire, hurricane, storm, tornado or other natural disaster, or if Teledyne’s major facilities experience long-term loss of electrical power, such event could disrupt our operations, delay production, shipments and revenue, result in large expenses to repair or replace the facility or facilities and could have a material adverse effect on our business.

In addition, the insurance we maintain may be insufficient to cover our losses resulting from disasters, cyber-attacks or other business interruptions, and any incidents may result in loss of, or increased costs of, such insurance.

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These attempts, which might be related to industrial or foreign government espionage, crime, activism, or other motivations, include covertly introducing malware into our computers and computer networks, performing reconnaissance, impersonating authorized users, extortion, fraud, and stealing, corrupting or restricting our access to data, among other activities.

We have in the past experienced cyber-attacks including some loss of confidentiality and some loss of availability, although these attacks have not had material impact on our business.

Our customers and suppliers have also experienced successful cyber-attacks, which in some cases resulted in payments by or to us being unlawfully diverted.

We continue to train our personnel and update our infrastructure, security tools and processes, including processes for integration of newly acquired businesses, to protect against security incidents, including both external and internal threats, and to reduce the likelihood of their occurrence.

Company personnel and third parties have been tasked to prevent, deter, detect, respond to, and investigate such incidents;

however, it is possible that we might not prevent or be aware of or be able to react to an incident or to fully mitigate its effects.

The theft, corruption, unauthorized use or publication of our intellectual property or confidential business information due to a cyber-attack could harm our competitive position, damage our reputation, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business.

We have in the past experienced cyber-attacks including some loss of confidentiality and some loss of availability and integrity, although these attacks have not had material impact on our business.

Our customers and suppliers have also experienced successful cyber-attacks, which in some cases resulted in payments by or to us being

unlawfully diverted.

The theft, corruption, unauthorized use or publication of our intellectual property or confidential business information due to a cyber-attack could harm our competitive position, damage our reputation, reduce the value of our investment in R&D and other strategic initiatives or otherwise adversely affect our business.

We are subject to U.S.

Department of Defense, Department of Homeland Security, and Department of Energy regulations applicable to certain types of data residing on or transiting through our information systems, and these regulations have been and will continue to be incorporated into certain U.S.

Department of War, Department of Homeland Security, and Department of Energy regulations applicable to certain types of data residing on or transiting through our information systems, and these regulations have been and will continue to be incorporated into certain U.S.

Government contracts that we hold.

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Security breaches also could result in a violation of applicable U.S.

and international privacy and other laws, including GDPR, Health Insurance Portability and Accountability Act, Payment Card Industry Data Security Standard, and California Consumer Privacy Act, or SEC regulations, and subject us to private consumer or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability.

The systemic cybersecurity risk environment is elevated, in part by geopolitical conflicts and tensions, including the war between Ukraine and Russia, the war in Israel and neighboring regions, and increased supply chain-related cyber-risks.

New technologies, including generative artificial intelligence (“AI”), quantum computing, new uses of QR codes and other innovations in digital communications, introduce new attack vectors, and new potential compromise scenarios, which malicious adversaries can exploit.

Issues in the development and use of artificial intelligence may result in reputational harm or liability, and failure to introduce new and innovative products that have artificial intelligence capabilities could put us at a competitive disadvantage.

and international privacy and other laws, including General Data Protection Regulation, Health Insurance Portability and Accountability Act, Payment Card Industry Data Security Standard, and California Consumer Privacy Act, or SEC regulations, and subject us to private consumer or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability.

The systemic cybersecurity risk environment is elevated, in part by geopolitical conflicts and tensions, including the war between Ukraine and Russia, and increased supply chain-related cyber-risks.

New technologies, including generative AI, quantum computing, new uses of QR codes and other innovations in digital communications, introduce new attack vectors, and new potential compromise scenarios, which malicious adversaries can exploit.

Defending against malicious use of these new disruptive technologies could result in significant expense.

Issues in the development and use of AI may result in reputational harm or liability, and failure to introduce new and innovative products that have AI capabilities could put us at a competitive disadvantage.

We currently incorporate machine learning and AI capabilities into certain of our products and solutions and may seek to expand the use of AI in our offerings in the future.

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The lack of human capital due to very competitive labor market conditions in certain regions could impact our ability to deliver products and services.

The skilled manufacturing and specialized engineering labor market is currently very competitive.

A significant portion of our revenue depends on the availability of a highly skilled technical workforce.

It is critical that we retain, develop, and grow our workforce to protect future revenue and improve our competitive advantage.

A significant portion of our revenue depends on the availability of a highly skilled technical workforce, the market for which is competitive.

It is critical that we retain and develop our workforce to protect future revenue and improve our competitive advantage.

We also have a mature workforce.

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Some items we purchase for the manufacture of our products are purchased from limited or single sources of supply due to technical capability, price and other factors.

Furthermore, sole source supply is more common among our businesses that are heavily involved in research and development because there can be few suppliers in the world capable of producing the products or providing the services with the right highly specialized technology.

Furthermore, sole source supply is more common among our businesses that are heavily involved in R&D because there can be few suppliers in the world capable of producing the products or providing the services with the right highly specialized technology.

In the case of our Defense Electronics businesses, once a part has been designed in, our customers often require lengthy and expensive qualification testing, potentially at the system level before a new supplier can be used on production hardware.

Additionally, overall volumes are often small when compared to commercial markets.

Both factors limit the ability to rapidly address supply chain issues when they occur.

We have also outsourced from time to time the manufacturing of certain parts, components, subsystems and even finished products to single or limited sources, including international sources.

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We may not be able to realize efficiencies and cost savings from our consolidation activities.

There is no assurance that our efforts will be successful.

Our ability to dispose of, exit or reconfigure businesses that may no longer be aligned with our growth strategy will depend on many factors, including the terms and conditions of any asset purchase and sale agreement or lease agreement, as well as industry, business and economic conditions.

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Provisions of our governing documents, applicable law, and our Change in Control Severance Agreements could make an acquisition of Teledyne more difficult.

Our Restated Certificate of Incorporation, our Fourth Amended and Restated Bylaws and the General Corporation Law of the State of Delaware contain several provisions, that could make the acquisition of control of Teledyne, in a transaction not approved by our Board, more difficult.

We have also entered into Change in Control Severance Agreements with seven members of our current management, which could have an anti-takeover effect.

Our Restated Certificate of Incorporation, our Fifth Amended and Restated Bylaws and the General Corporation Law of the State of Delaware contain several provisions, that could make the acquisition of control of Teledyne, in a transaction not approved by our Board, more difficult.

We have also entered into Change in Control Severance Agreements with eight members of our current management, which could have an anti-takeover effect.

These provisions may prevent or discourage attempts to acquire our Company.

Our Fourth Amended and Restated Bylaws (“Bylaws”) designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain lawsuits between us and our stockholders, which could limit our stockholders’ ability to obtain a judicial forum that it finds favorable for such lawsuits and make it more costly for our stockholders to bring such lawsuits, which may have the effect of discouraging such lawsuits.

Our Fifth Amended and Restated Bylaws (“Bylaws”) designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain lawsuits between us and our stockholders, which could limit our stockholders’ ability to obtain a judicial forum that it finds favorable for such lawsuits and make it more costly for our stockholders to bring such lawsuits, which may have the effect of discouraging such lawsuits.

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and exclusive forum for any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, Restated Certificate of Incorporation or Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine.

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

What changed 10-K

Item 1A. Risk Factors