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Item 1. Financial Statements

2026-04-24 compared with 2025-10-24 · 300 added, 509 removed, 672 unchanged (55% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024

FOR THE FIRST QUARTER ENDED MARCH 29, 2026 AND MARCH 30, 2025

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

Third Quarter Nine Months

2025 2024 2025 2024

First Quarter

Net sales $ 1,560.1 $ 1,449.9

3 unchanged sentences

Research and development

83.4 73.0 240.1 221.2

Acquired intangible asset amortization 57.6 52.0

1 unchanged sentence

Operating income (loss)

282.8 270.7 820.3 752.0

Interest and debt income (expense), net ( 12.3 ) ( 17.3 )

2 unchanged sentences

Income (loss) before income taxes

273.8 255.1 773.3 712.3

Provision (benefit) for income taxes 51.9 50.1

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024

FOR THE FIRST QUARTER ENDED MARCH 29, 2026 AND MARCH 30, 2025

(Unaudited — Amounts in millions)

Third Quarter Nine Months

2025 2024 2025 2024

First Quarter

Net income (loss) including noncontrolling interest $ 226.8 $ 188.8

11 unchanged sentences

(Unaudited — Amounts in millions, except share amounts)

September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025

Current Assets

5 unchanged sentences

Total current assets 3,323.0 3,055.6

Property, plant and equipment, net of accumulated depreciation and amortization of $ 1,091.4 at September 28, 2025 and $ 1,012.1 at December 29, 2024

Property, plant and equipment, net of accumulated depreciation and amortization of $ 1,125.5 at March 29, 2026 and $ 1,107.9 at December 28, 2025

Goodwill 8,687.5 8,687.6

20 unchanged sentences

issued shares:

47,424,847 at September 28, 2025 and 47,432,888 at December 29, 2024;

47,417,939 at March 29, 2026 and 47,424,847 at December 28, 2025;

outstanding shares:

46,950,255 at September 28, 2025 and 46,706,612 at December 29, 2024

46,328,578 at March 29, 2026 and 46,185,578 at December 28, 2025

Additional paid-in capital 4,353.6 4,383.2

Retained earnings 7,367.6 7,140.8

Treasury stock, 474,592 shares at September 28, 2025 and 726,276 at December 29, 2024

Treasury stock, 1,089,361 shares at March 29, 2026 and 1,239,269 at December 28, 2025

( 529.7 ) ( 585.2 )

12 unchanged sentences

Treasury stock issued — ( 58.4 ) 58.4 — — —

Stock-based compensation and other

— 4.1 — — — 4.1

Exercise of stock options

— 29.5 — — — 29.5

Balance, March 30, 2025

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

4 unchanged sentences

— 28.9 — — — 28.9

Balance, June 29, 2025

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

Net income (loss) — — — 220.7 — 220.7

Acquisition of redeemable noncontrolling interest

— — — ( 20.7 ) — ( 20.7 )

Other comprehensive income (loss), net of tax — — — — ( 39.5 ) ( 39.5 )

Treasury stock issued — ( 25.9 ) 25.9 — — —

Stock-based compensation and other

— 10.4 — — — 10.4

Exercise of stock options — 13.0 — — — 13.0

Balance, September 28, 2025

Balance, March 29, 2026

$ 0.5 $ 4,353.6 $ ( 529.7 ) $ 7,367.6 $ ( 487.6 ) $ 10,704.4

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(Unaudited — Amounts in millions)

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

3 unchanged sentences

Other comprehensive income (loss), net of tax — — — — 153.6 153.6

Stock-based compensation and other

— 10.1 — — — 10.1

Exercise of stock options

— 9.1 — — — 9.1

Balance, March 31, 2024

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

— ( 61.3 ) 61.3 — — —

Treasury stock repurchased

— — ( 193.8 ) — — ( 193.8 )

Stock-based compensation and other

1 unchanged sentence

Exercise of stock options

Balance, June 30, 2024

— 29.5 — — — 29.5

Net income (loss) — — — 262.0 — 262.0

Other comprehensive income (loss), net of tax — — — — 137.7 137.7

Treasury stock issued — ( 9.1 ) 9.1 — — —

Treasury stock repurchased

— — ( 138.8 ) — — ( 138.8 )

Stock-based compensation and other

— 8.6 — — — 8.6

Exercise of stock options — 5.0 — — — 5.0

Balance, September 29, 2024

Balance, March 30, 2025

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024

FOR THE THREE MONTHS ENDED MARCH 29, 2026 AND MARCH 30, 2025

(Unaudited — Amounts in millions)

19 unchanged sentences

Financing Activities

Proceeds from (payments on) fixed rate senior notes ( 107.7 ) ( 450.0 )

Net proceeds from (repayments on) credit facility

Proceeds from (payments on) other debt ( 0.2 ) ( 0.1 )

Proceeds from exercise of stock options 28.9 29.5

Acquisition of redeemable noncontrolling interest

Purchases of treasury stock, including excise tax

( 2.9 ) ( 332.6 )

Other financing, net ( 10.3 ) ( 4.8 )

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

September 28, 2025

March 29, 2026

Basis of Presentation

3 unchanged sentences

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 28, 2025 (“2025 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 September 28, 2025, and the consolidated results of operations, consolidated comprehensive income (loss) and consolidated cash flows for the third quarter and nine months ended September 28, 2025.

The results of operations and cash flows for the period ended September 28, 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 March 29, 2026, and the consolidated results of operations, consolidated comprehensive income (loss) and consolidated cash flows for the first quarter ended March 29, 2026.

The results of operations and cash flows for the first quarter ended March 29, 2026, 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

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid, disaggregated by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

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

In November 2024, the FASB issued ASU No.

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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 September 28, 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 March 29, 2026, 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

2026 Acquisitions

DD-Scientific

In the first quarter of 2026, the Company acquired DD-Scientific Holdings Limited and its subsidiary DD-Scientific Limited (together, “DD-Scientific”) for approximately $ 53.4 million in cash, net of cash acquired and subject to certain adjustments.

DD-Scientific, founded in 2011 and headquartered in Fareham, UK, develops and manufactures high-performance gas sensors for critical applications in industries including industrial safety, healthcare and environmental compliance.

DD-Scientific will be included within the Instrumentation segment.

Goodwill resulting from the DD-Scientific acquisition will not be deductible for tax purposes.

2025 Acquisitions

TransponderTech

During the fourth quarter of 2025, the Company acquired the TransponderTech business headquartered in Linkoping, Sweden from Saab AB for approximately $ 58.2 million in cash, net of cash acquired.

The TransponderTech business includes a portfolio of connected commercial maritime products, including Automatic Identification System, Very High Frequency Data Exchange System and Global Navigation Satellite System technologies.

TransponderTech is part of the Digital Imaging segment.

The Company funded the acquisition from cash on hand.

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

During the third quarter of 2025, the Company acquired the redeemable noncontrolling interest of NL Acoustics for $ 27.2 million in cash, with the acquisition of the noncontrolling interest treated as an equity transaction during the period.

15 unchanged sentences

operations will be deductible for tax purposes.

2024 Acquisitions

During the second quarter of 2024, the Company acquired Adimec Holding B.V.

and its subsidiaries (“Adimec”) for $ 88.7 million in cash, net of cash acquired, and subject to certain adjustments.

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

Adimec is part of the Digital Imaging segment.

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

During the second quarter of 2024, the Company acquired Valeport Holdings 2019 Limited and its affiliates (“Valeport”) for $ 35.0 million in cash, net of cash acquired, subject to certain adjustments.

Valeport, founded in 1969 and headquartered in Totnes, UK, designs and manufactures underwater sensors for environmental, energy, construction and defense applications.

Valeport is part of the Marine Instrumentation product line within the Instrumentation segment.

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

The following tables show the purchase price (net of cash acquired), goodwill acquired, and acquired intangible assets for the Micropac, Qioptiq and the 2024 acquisitions (in millions):

The following tables show the purchase price (net of cash acquired), goodwill acquired, and acquired intangible assets for the acquisitions made in 2026 and 2025 (in millions):

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

February 3, 2025 $ 702.8 $ 446.6 $ 183.6

December 30, 2024 51.2 5.0 8.1

DD-Scientific

January 14, 2026 $ 53.4 $ 35.5 $ 11.0

$ 53.4 $ 35.5 $ 11.0

1 unchanged sentence

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

June 4, 2024 $ 88.7 $ 65.6 $ 17.9

April 10, 2024 35.0 23.6 7.8

TransponderTech

October 31, 2025 $ 58.2 $ 40.1 $ 14.8

February 3, 2025 702.8 428.7 208.2

December 30, 2024 51.2 5.0 8.1

Total $ 812.2 $ 473.8 $ 231.1

2 unchanged sentences

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 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.

The fair value of the acquired identifiable assets and liabilities for TransponderTech and DD-Scientific 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.

8 unchanged sentences

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

In the first nine months of 2025, the Company completed three 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 Aerospace and Defense Electronics segments.

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.

In the first quarter of 2026, the Company completed one acquisition, and the financial results of this acquisition have been included since the date of the acquisition and is part of the Instrumentation segment.

In 2025, the Company completed four 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 Aerospace and Defense Electronics segments.

See Note 2 to these condensed consolidated financial statements for information regarding these 2026 and 2025 acquisitions.

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

Third Quarter % Nine Months %

Net Sales (a):

2025 2024 Change 2025 2024 Change

Digital Imaging $ 785.4 $ 768.4 2.2 % $ 2,313.4 $ 2,248.6 2.9 %

Instrumentation 363.6 349.8 3.9 % 1,074.5 1,013.7 6.0 %

Aerospace and Defense Electronics 275.5 200.2 37.6 % 782.8 580.3 34.9 %

Engineered Systems 115.0 125.1 ( 8.1 ) % 332.4 325.1 2.2 %

Total net sales $ 1,539.5 $ 1,443.5 6.7 % $ 4,503.1 $ 4,167.7 8.0 %

(a) Net sales exclude inter-segment sales of $ 6.6 million and $ 17.5 million for the third quarter and first nine months of 2025, respectively, and $ 5.9 million and $ 19.2 million for the third quarter and first nine months of 2024, respectively.

Third Quarter % Nine Months %

Cost of sales:

2025 2024 Change 2025 2024 Change

Information for the Company’s business segments was as follows (in millions):

First Quarter Ended March 29, 2026

Digital Imaging

2 unchanged sentences

Engineered Systems

Total cost of sales

Net sales (a)

$ 816.9 $ 361.4 $ 277.5 $ 104.3 $ 1,560.1

Third Quarter % Nine Months %

Costs and expenses

Cost of sales 447.6 190.2 162.7 85.8 886.3

Selling, general and administrative 127.2 54.2 30.4 6.6 218.4

2025 2024 Change 2025 2024 Change

Digital Imaging $ 129.4 $ 127.9 1.2 % $ 372.4 $ 377.9 ( 1.5 ) %

Instrumentation 50.9 48.4 5.2 % 150.9 145.7 3.6 %

Aerospace and Defense Electronics 29.4 25.0 17.6 % 93.4 69.5 34.4 %

Engineered Systems 6.5 6.1 6.6 % 18.9 20.4 ( 7.4 ) %

Total selling, general and administrative

$ 216.2 $ 207.4 4.2 % $ 635.6 $ 613.5 3.6 %

Third Quarter % Nine Months %

Research and development 52.4 25.1 6.9 0.2 84.6

2025 2024 Change 2025 2024 Change

Acquired intangible asset amortization 48.0 3.5 6.1 — 57.6

Segment Operating income (loss)

$ 141.7 $ 88.4 $ 71.4 $ 11.7 $ 313.2

Reconciliation to Income (loss) before income taxes

Corporate expense

Interest and debt expense, net ( 12.3 )

Non-service retirement benefit income 2.7

Other income (expense), net ( 5.9 )

Income (loss) before income taxes

(a) Net sales exclude inter-segment sales of $ 5.3 million for the first quarter of 2026.

First Quarter Ended March 30, 2025

Digital Imaging

2 unchanged sentences

Engineered Systems

Total research and development

Net sales (a)

$ 757.0 $ 343.3 $ 242.5 $ 107.1 $ 1,449.9

Third Quarter % Nine Months %

Costs and expenses

Cost of sales 422.5 173.5 144.2 90.2 830.4

Selling, general and administrative 122.7 49.7 33.2 6.1 211.7

Research and development 44.1 24.2 6.0 — 74.3

Acquired intangible asset amortization 45.4 3.2 3.4 — 52.0

2025 2024 Change 2025 2024 Change

Digital Imaging $ 46.8 $ 46.1 1.5 % $ 138.5 $ 137.2 0.9 %

Instrumentation 3.3 3.5 ( 5.7 ) % 9.8 10.5 ( 6.7 ) %

Aerospace and Defense Electronics 5.0 0.2 * 13.4 0.6 *

Total acquired intangible asset amortization

Segment Operating income (loss)

$ 122.3 $ 92.7 $ 55.7 $ 10.8 $ 281.5

* Not meaningful

Third Quarter % Nine Months %

Operating income (loss):

2025 2024 Change 2025 2024 Change

Digital Imaging $ 123.4 $ 123.9 ( 0.4 ) % $ 365.3 $ 351.2 4.0 %

Instrumentation 98.8 96.3 2.6 % 293.1 269.5 8.8 %

Aerospace and Defense Electronics 70.4 56.3 25.0 % 192.7 165.3 16.6 %

Engineered Systems 12.2 12.9 ( 5.4 ) % 35.1 23.1 51.9 %

Reconciliation to Income (loss) before income taxes

Corporate expense

Operating income (loss)

$ 282.8 $ 270.7 4.5 % $ 820.3 $ 752.0 9.1 %

Interest and debt expense, net ( 17.3 )

Non-service retirement benefit income 2.8

Other income (expense), net ( 5.9 )

Income (loss) before income taxes

(a) Net sales exclude inter-segment sales of $ 3.8 million for the first quarter of 2025.

Product Lines

1 unchanged sentence

Marine Instrumentation, Environmental Instrumentation and Test and Measurement Instrumentation.

The Company’s other three segments each contain one product line.

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

Third Quarter Nine Months

All other segments each contain one product line.

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

First Quarter

Instrumentation 2026 2025

4 unchanged sentences

Identifiable assets are those assets used in the operations of the segments.

Corporate assets primarily consist of cash and cash equivalents, deferred taxes, net pension assets/liabilities, and other assets (in millions):

Corporate assets primarily consist of cash and cash equivalents, deferred taxes, pension assets and other assets.

Identifiable assets for the Company’s business segments was as follows (in millions):

Identifiable assets:

September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025

Digital Imaging $ 11,325.2 $ 11,303.3

2 unchanged sentences

Engineered Systems 205.3 184.1

Total segment identifiable assets

14,910.7 14,779.9

Corporate 582.3 505.4

Total identifiable assets $ 15,368.7 $ 14,200.5

Total Teledyne identifiable assets

$ 15,493.0 $ 15,285.3

Revenue Recognition and Contract Balances

Prior to the acquisition of Qioptiq, approximately 70 % of the Company’s revenue was recognized at a point in time, with the remaining 30 % of revenue recognized over time.

The majority of Qioptiq’s revenue is recognized over time.

In future periods, the Company expects approximately 40 % of revenue to be recognized over time, with the remaining 60 % recognized at a point in time.

Approximately 60 % of the Company’s revenue was recognized at a point in time, with the remaining 40 % of revenue recognized over time.

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.

Third Quarter Ended

September 28, 2025

Third Quarter Ended

September 28, 2025

First Quarter Ended

March 29, 2026

First Quarter Ended

March 29, 2026

Customer Type Geographic Region (c)

9 unchanged sentences

Nine Months Ended

September 28, 2025

Nine Months Ended

September 28, 2025

Customer Type Geographic Region (c)

(in millions) U.S.

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

Digital Imaging $ 476.5 $ 1,836.9 $ 2,313.4 $ 1,070.2 $ 600.0 $ 412.7 $ 230.5 $ 2,313.4

Instrumentation 97.3 977.2 1,074.5 458.4 319.7 184.6 111.8 1,074.5

Aerospace and Defense Electronics 293.3 489.5 782.8 495.0 187.8 69.7 30.3 782.8

Engineered Systems 281.2 51.2 332.4 328.5 — 1.8 2.1 332.4

Total $ 1,148.3 $ 3,354.8 $ 4,503.1 $ 2,352.1 $ 1,107.5 $ 668.8 $ 374.7 $ 4,503.1

Government sales include sales as a prime contractor or subcontractor.

(b) Primarily commercial sales

Third Quarter Ended

September 29, 2024

Third Quarter Ended

September 29, 2024

First Quarter Ended

March 30, 2025

First Quarter Ended

March 30, 2025

Customer Type Geographic Region (c)

9 unchanged sentences

Nine Months Ended

September 29, 2024

Nine Months Ended

September 29, 2024

Customer Type Geographic Region (c)

(in millions) U.S.

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

Digital Imaging $ 399.8 $ 1,848.8 $ 2,248.6 $ 1,020.2 $ 610.4 $ 402.4 $ 215.6 $ 2,248.6

Instrumentation 92.3 921.4 1,013.7 453.0 277.5 187.1 96.1 1,013.7

Aerospace and Defense Electronics 188.9 391.4 580.3 391.8 103.0 59.2 26.3 580.3

Engineered Systems 289.2 35.9 325.1 322.4 — 1.1 1.6 325.1

Total $ 970.2 $ 3,197.5 $ 4,167.7 $ 2,187.4 $ 990.9 $ 649.8 $ 339.6 $ 4,167.7

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 nine months ended September 28, 2025, approximately 46 % of net sales in the Engineered Systems segment were derived from fixed price contracts.

For the first quarter ended March 29, 2026, approximately 46 % of net sales in the Engineered Systems segment was derived from fixed-price contracts.

Contract Liabilities

Contract Liabilities by Balance Sheet Location (in millions) September 28, 2025

Contract Liabilities by Balance Sheet Location (in millions) March 29, 2026

December 28, 2025

2 unchanged sentences

Total contract liabilities $ 437.0 $ 403.2

The Company recognized revenue of $ 192.7 million during the nine months ended September 28, 2025, from contract liabilities that existed at the beginning of year.

The Company recognized revenue of $ 95.2 million during the first quarter ended March 29, 2026, from contract liabilities that existed at the beginning of the 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 September 28, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,569.2 million.

As of March 29, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4,867.4 million.

The Company expects approximately 71 % of remaining performance obligations to be recognized into revenue within the next 12 months, with the remaining 29 % recognized thereafter.

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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 nine months of 2025 was $ 8.6 million of favorable operating income compared with $ 5.1 million of favorable operating income in the first nine 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 quarter of 2026 was $ 8.6 million of favorable operating income compared with $ 2.3 million of favorable operating income in the first quarter of 2025, with the first quarter of 2026 primarily related to favorable changes within the Digital Imaging segment.

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 ( 26.6 ) ( 7.4 ) ( 1.6 ) — ( 35.6 )

Balance at September 28, 2025

Balance at March 29, 2026

$ 7,039.2 $ 1,015.0 $ 615.7 $ 17.6 $ 8,687.5

1 unchanged sentence

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

September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025

Gross Carrying Amount

5 unchanged sentences

Proprietary technology $ 1,822.5 $ 1,045.4 $ 777.1 $ 1,838.1 $ 1,014.5 $ 823.6

Customer list/relationships 671.6 294.3 377.3 599.3 252.9 346.4

Customer list/relationships/backlog

787.8 336.1 451.7 788.8 326.9 461.9

Patents 0.6 0.6 — 0.6 0.6 —

Non-compete agreements 0.9 0.9 — 0.9 0.9 —

Trademarks 49.5 13.5 36.0 12.2 7.7 4.5

Backlog 16.5 16.5 — 16.0 16.0 —

Total intangibles subject to amortization 2,613.3 1,292.0 1,321.3 2,294.5 1,074.7 1,219.8

Intangibles not subject to amortization:

Trademarks 792.7 — 792.7 793.1 — 793.1

Definite-lived trademarks

42.9 15.8 27.1 34.8 13.6 21.2

Total acquired intangible assets subject to amortization

2,654.7 1,398.8 1,255.9 2,663.2 1,356.5 1,306.7

Acquired intangible assets not subject to amortization:

Indefinite-lived trademarks

791.7 — 791.7 793.4 — 793.4

Total acquired intangible assets $ 3,446.4 $ 1,398.8 $ 2,047.6 $ 3,456.6 $ 1,356.5 $ 2,100.1

1 unchanged sentence

Based on the results of the Company’s annual assessment in the fourth quarter of 2025, all reporting units with the exception of the FLIR reporting unit in the Digital Imaging segment had estimated fair values that significantly exceeded their respective carrying value.

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 September 28, 2025, the FLIR reporting unit had $ 5,917.3 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.

Changes in forecast estimates or the application of alternative assumptions could produce significantly different results.

The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure.

Although no impairment existed for the FLIR reporting unit as of the prior year assessment date, a non-cash impairment of goodwill could result from a number of circumstances, including different assumptions used in determining the fair value of the reporting unit, changes to customer spending priorities, or a sharp increase in interest rates without a corresponding increase in future net sales.

For all reporting units, including the FLIR reporting unit, there have been no events or changes in circumstances which indicate that it is more likely than not that the fair value of the reporting unit is below its carrying value.

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Based on the results of the Company’s annual assessment in the fourth quarter of 2025, the estimated fair value of all material indefinite-lived trademarks, with the exception of the FLIR indefinite-lived trademark, significantly exceeded their respective carrying value.

At the prior year annual assessment date, the FLIR indefinite-lived trademark value was reduced to $ 635.8 million, which represented the estimated fair value of the asset as of the prior year assessment date.

The most significant assumptions utilized in the determination of the fair value of the FLIR trademark were the net sales growth rates (including residual growth rates), discount rate, and royalty rate.

Although the FLIR sales forecasts were 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 business.

Changes in sales forecast estimates or the application of alternative assumptions could produce significantly different results.

The royalty rate was driven by historical and estimated future profitability of the underlying FLIR business.

The royalty rate may be impacted by significant adverse changes in long-term operating margins.

Subsequent to the assessment made in the prior year, additional non-cash impairment of the trademark could result from a number of circumstances, including different assumptions used in determining the fair value of the trademark, changes to customer spending priorities or a sharp increase in interest rates without a corresponding increase in future net sales.

For all indefinite-lived trademarks, including the FLIR trademark, there have been no events or changes in circumstances which indicate that it is more likely than not that the fair value of the trademark is below its carrying value.

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Cash Equivalents

The Company had $ 313.6 million and $ 304.1 million of cash equivalents at September 28, 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.

The Company had $ 298.9 million and $ 136.0 million of cash equivalents at March 29, 2026, and December 28, 2025, respectively.

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

Accounts Receivable, Net

Accounts receivable is presented net of an allowance for estimated credit losses of $ 15.7 million at September 28, 2025 and $ 15.5 million at December 29, 2024.

Accounts receivable is presented net of an allowance for estimated credit losses of $ 11.1 million at March 29, 2026 and $ 11.0 million at December 28, 2025.

Inventories, Net

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Inventory balances are summarized as follows (in millions):

September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025

Raw materials and supplies $ 711.4 $ 648.9

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Product Warranty Costs

Some of the Company’s products are subject to specified warranties, and the Company provides for the estimated cost of product warranties.

The adequacy of the warranty reserve is assessed regularly, and the reserve is adjusted as necessary based on a review of historical warranty experience with respect to the applicable business or products, as well as the length and actual terms of the warranties.

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

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

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

The adequacy of the preexisting warranty reserve is assessed regularly, and the reserve is adjusted as necessary based on a review of historical warranty experience with respect to the applicable business or products, as well as the length and actual terms of the warranties, which are typically one year.

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

Warranty Reserve (in millions):

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Long-Term Debt (in millions):

September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025

$ 1.2 billion credit facility due June 2029

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2.75 % Fixed Rate Senior Notes due April 2031

957.1 1,030.0

Other debt 0.9 1.0

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Total long-term debt, net of current portion $ 2,026.2 $ 2,025.3

At September 28, 2025, $ 1,168.7 million was available under the $ 1.2 billion credit facility after reductions of $ 31.3 million in outstanding letters of credit.

The Company’s bank credit agreements require the Company to comply with various financial and operating covenants, and at September 28, 2025, the Company was in compliance with these covenants.

In the first nine months of 2025, the Company repurchased and retired $ 118.2 million of principal of its fixed rate senior notes for $ 107.7 million in cash.

At March 29, 2026, $ 1,165.8 million was available under the $ 1.2 billion credit facility after reductions of $ 34.2 million in outstanding letters of credit.

The Company’s bank credit agreements require the Company to comply with various financial and operating covenants, and at March 29, 2026, the Company was in compliance with these covenants.

At March 29, 2026, Teledyne has $ 56.7 million in outstanding letters of credit, including $ 34.2 million against our credit facility.

Subsequent to the end of the quarter, the Company repaid $ 450.0 million of its Fixed Rate Senior Notes due April 2026 primarily from cash on hand.

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.

Third Quarter Nine Months

First Quarter

(dollars in millions) 2026 2025

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Effective tax rate 18.6 % 21.0 %

(a) The third quarter of 2025 includes net discrete income tax benefits of $ 4.9 million and the first nine months of 2025 includes net discrete income tax benefits of $ 17.0 million, respectively.

The third quarter of 2024 includes net discrete income tax benefits of $ 62.3 million and the first nine months of 2024 includes net discrete income tax benefits of $ 67.4 million, respectively.

(a) The first quarter of 2026 and 2025 includes net discrete income tax benefits of $ 8.0 million and $ 3.7 million, respectively.

Pension Plans

Third Quarter Nine Months

2025 2024 2025 2024

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

$ 1.5 $ 1.5 $ 4.5 $ 4.5

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

First Quarter

(in millions)

Service cost—benefits earned during the period

Pension non-service cost (income)

Interest cost on benefit obligation $ 7.3 $ 7.9

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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 $ 10.5 million and $ 30.7 million for the third quarter and first nine months of 2025, respectively, and $ 8.7 million and $ 30.0 million for the third quarter and first nine months of 2024, respectively.

Stock option activity for the third quarter and first nine months of 2025 is as follows:

Third Quarter Nine Months

Shares Weighted Average Exercise Price

Stock-based compensation expense was $ 5.6 million and $ 8.9 million for the first quarter of 2026 and 2025, respectively.

Stock option activity for the first quarter of 2026 is as follows:

First Quarter

Shares Weighted Average Exercise Price

Beginning balance 946,782 $ 306.37

4,660 $ 555.95 67,722 $ 467.63

Exercised ( 136,243 ) $ 212.41

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Exercisable at end of period 730,304 $ 308.11

(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 third quarter and first nine months of 2025 is as follows:

Third Quarter Nine Months

Shares Weighted Average Fair Value per Share

On April 22, 2026 the Company granted approximately 47,000 stock options at an exercise price of $ 659.69 per share and a grant date fair value of $ 253.85 per share.

Restricted stock activity for the first quarter of 2026 is as follows:

First Quarter

Shares Weighted Average Fair Value per Share

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Ending balance 158,338 $ 449.24

On April 22, 2026, the Company granted approximately 52,000 time-based restricted stock units with a grant date fair value of $ 659.69 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):

Third Quarter Nine Months

2025 2024 2025 2024

First Quarter

Weighted average basic common shares outstanding 46.3 46.8

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Weighted average diluted common shares outstanding 46.8 47.3

For the third quarter and first nine 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 third quarter and first nine months of 2025, the amount of excluded stock options in the computation of diluted earnings per share was not material.

For the first quarter of 2026 and 2025, the Company did not have any stock options that would have been anti-dilutive.

Stock Repurchases

In July 2025, the Company’s 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.

As of March 29, 2026, $ 1.6 billion remained available under the repurchase authorization.

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

Shares may be repurchased from time to time in open-market transactions at prevailing market prices, in privately negotiated transactions or via an accelerated stock repurchase program.

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The Company currently intends 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 third quarter and first nine months of 2025.

No repurchases under any authorizations were made in the first quarter of 2026.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, as applicable, for the third quarter and nine months ended September 28, 2025, and September 29, 2024, are as follows (in millions):

The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, as applicable, for the first quarter ended March 29, 2026, and March 30, 2025, are as follows (in millions):

Foreign Currency Translation Cash Flow Hedges

Pension and Postretirement Benefits Total

Balance at June 29, 2025

Balance at December 28, 2025

$ ( 225.5 ) $ 0.5 $ ( 200.4 ) $ ( 425.4 )

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Net other comprehensive income (loss) ( 63.9 ) ( 0.8 ) 2.5 ( 62.2 )

Balance at September 28, 2025

Balance at March 29, 2026

$ ( 289.4 ) $ ( 0.3 ) $ ( 197.9 ) $ ( 487.6 )

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Pension and Postretirement Benefits Total

Balance at June 30, 2024

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

Other comprehensive income (loss) before reclassifications 136.2 ( 3.3 ) — 132.9

Amounts reclassified from AOCI — 3.3 1.5 4.8

Net other comprehensive income (loss) 136.2 — 1.5 137.7

Balance at September 29, 2024

$ ( 351.1 ) $ 1.7 $ ( 243.9 ) $ ( 593.3 )

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) 150.8 1.3 1.5 153.6

Balance at September 28, 2025

$ ( 267.6 ) $ 0.3 $ ( 229.9 ) $ ( 497.2 )

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 41.6 ( 2.6 ) — 39.0

Amounts reclassified from AOCI — ( 3.9 ) 5.7 1.8

Net other comprehensive income (loss) 41.6 ( 6.5 ) 5.7 40.8

Balance at September 29, 2024

Balance at March 30, 2025

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

The reclassifications out of AOCI to net income for the third quarter ended September 28, 2025, and September 29, 2024, are as follows (in millions):

Amount Reclassified From AOCI for the Quarter Ended September 28, 2025

The reclassifications out of AOCI to net income for the first quarter ended March 29, 2026, and March 30, 2025, are as follows (in millions):

Amount Reclassified From AOCI for the Quarter Ended March 29, 2026

Amount Reclassified From AOCI for the Quarter Ended

September 29, 2024

Statement of Income (Loss) Presentation

(Gain) loss on cash flow hedges:

(Gain) loss recognized in income on derivatives

$ ( 0.6 ) $ 4.4 See Note 13

Income tax impact 0.1 ( 1.1 ) Provision for income taxes

Total $ ( 0.5 ) $ 3.3

Amortization of defined benefit pension and postretirement plan items:

Amortization of net prior service cost (income)

$ 0.1 $ ( 0.1 ) Costs and expenses

Amortization of net actuarial loss 2.9 2.3 Costs and expenses

Total before tax 3.0 2.2

Income tax impact ( 0.7 ) ( 0.7 ) Provision for income taxes

Total $ 2.3 $ 1.5

Amount Reclassified From AOCI for the Nine Months Ended September 28, 2025

Amount Reclassified From AOCI for the Nine Months Ended September 29, 2024

March 30, 2025

Statement of Income (Loss) Presentation

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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 September 28, 2025, foreign currency forward contracts in Canadian dollars designated as cash flow hedges have maturities ranging from October 2025 to February 2026.

As of September 28, 2025, foreign currency forward contracts in British pounds designated as cash flow hedges have maturities ranging from October 2025 to February 2026.

As of March 29, 2026, foreign currency forward contracts in Canadian dollars designated as cash flow hedges have maturities ranging from June 2026 to February 2027.

As of March 29, 2026, foreign currency forward contracts in British pounds designated as cash flow hedges have maturities ranging from June 2026 to February 2027.

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 nine months of 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.

The Company has 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 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):

Third Quarter Nine Months

2025 2024 2025 2024

First Quarter

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

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$ 0.5 $ ( 0.9 )

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

$ — $ ( 6.6 ) $ — $ ( 1.7 )

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

$ — $ 2.2 $ — $ 6.1

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

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(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 gains recorded in AOCI for the forward contracts that will mature in the next 12 months total $ 0.3 million, net of taxes.

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

Net deferred losses recorded in AOCI for the forward contracts that will mature in the next 12 months total $ 0.3 million, net of taxes.

These losses are expected to be offset by anticipated gains 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

September 28, 2025 December 29, 2024 September 28, 2025 December 29, 2024 September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025 March 29, 2026 December 28, 2025 March 29, 2026 December 28, 2025

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):

September 28, 2025 December 29, 2024

March 29, 2026 December 28, 2025

Foreign currency forward contracts $ 1.5 $ 16.0

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Foreign currency forward contracts $ ( 16.9 ) $ ( 1.4 )

( 6.1 ) ( 16.9 )

Cross-currency swaps ( 27.0 ) ( 40.4 )

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Net derivatives at fair value

$ ( 35.7 ) $ ( 19.8 )

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 September 28, 2025, and December 29, 2024.

The effect of such right of setoff on the Company’s financial position was $ 0.5 million and $ 0.4 million as of March 29, 2026, and December 28, 2025, respectively.

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 September 28, 2025, and December 29, 2024, the aggregate fair values of the Company’s borrowings were $ 2,394.3 million and $ 2,395.0 million, respectively, and the carrying values were $ 2,547.8 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.

As of March 29, 2026, and December 28, 2025, the aggregate fair values of the Company’s borrowings were $ 2,338.8 million and $ 2,359.5 million, respectively, and the carrying value was $ 2,489.0 million as of March 29, 2026 and December 28, 2025.

Commitments and Contingencies

Trade Compliance Matters

The Company has made voluntary disclosures to the U.S.

The Company has made voluntary disclosures for certain potential violations of trade compliance laws to applicable U.S.

Government authorities, including the U.S.

Department of State and the 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.

Department of Commerce.

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

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

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

In February 2026, Teledyne FLIR LLC, together with certain of its legacy affiliates, reached a settlement agreement with the U.S.

Department of Commerce’s Bureau of Industry and Security (BIS), concerning alleged export control compliance issues and subsequently paid a civil penalty of $ 1.0 million.

These matters largely relate to historical conduct at FLIR Systems, Inc., which was acquired by Teledyne in May 2021.

There were 19 proposed charges of alleged export violations, including inaccurate application of the BIS “de minimis” rule to foreign-produced products exported from abroad, failure of an affiliate in China to maintain the required records, and several export shipments to an address in Hong Kong on the BIS Entity List that were not identified by the screening software used by the company.

The settlement amount reflects that these matters were voluntarily disclosed and that Teledyne cooperated fully with the government’s review and worked to enhance Teledyne FLIR’s export compliance program since the acquisition.

Environmental Remediation Obligations

At September 28, 2025, the Company’s reserves for environmental remediation obligations totaled $ 6.1 million, of which $ 3.0 million is included in current accrued liabilities.

At March 29, 2026, the Company’s reserves for environmental remediation obligations totaled $ 5.9 million, of which $ 3.0 million is included in current accrued liabilities.

At December 28, 2025, the Company’s reserves for environmental remediation obligations totaled $ 6.0 million.

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The Company expects that it will pay the amounts recorded over many years and will complete remediation of all sites with which it has been identified in up to 30 years.

Legal Matters

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.

A number of other lawsuits, claims and proceedings have been or may be asserted against the Company, including those pertaining to product liability, acquisitions, patent infringement, contracts, employment and employment benefits.

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

TransponderTech

In the third quarter of 2025, the Company announced that it had entered into an agreement to acquire the TransponderTech business headquartered in Linkoping, Sweden from Saab AB.

The agreement to acquire the TransponderTech business includes a portfolio of connected commercial maritime products, including Automatic Identification System, VHF Data Exchange System and Global Navigation Satellite System technologies.

The transaction is expected to close in the fourth quarter of 2025, and will be included in the Digital Imaging segment.

Other Claims and Legal Matters

In December 2025, Teledyne RISI, Inc.

d/b/a Teledyne Electronic Safety Products (“TESP”) reached a final settlement agreement with the U.S.

Department of Justice, on behalf of the Department of the Air Force and the Department of the Navy, regarding a civil false claims investigation relating to certain electronic modules manufactured between November 2011 and June 2012 for an ejection seat sequencer program.

By entering a negotiated settlement, which included the payment by TESP of $ 1.5 million, TESP admitted no wrongdoing and sought to avoid the costs and expense of potential protracted litigation.

Various claims (whether based on U.S.

Government or Company audits and investigations or otherwise) may be asserted against the Company related to its U.S.

Government contract work, including claims based on business practices and cost classifications and actions under the False Claims Act.

Although such claims are generally resolved by detailed fact-finding and negotiation, on those occasions when they are not so resolved, civil or criminal legal or administrative proceedings may ensue.

Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S.

Government contracts.

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

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

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

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

Teledyne provides enabling technologies for industrial growth markets that require advanced technology and high reliability.

Teledyne provides enabling technologies to sense, analyze and distribute information for industrial growth markets that require advanced technology and high reliability.

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

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Using complementary technology across our businesses and through targeted research and development (“R&D”), we seek to create new products to grow our company and expand our addressable markets.

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

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

Trends and Other Matters Affecting Our Business

The global trade environment continues to be highly dynamic, including new potential tariffs and retaliatory tariffs, and a number of the tariffs remain in effect.

There have been continuing significant tariffs and trade sanctions between the United States and China, including in each country designation of persons with trading restrictions.

China has also restricted the export of certain rare earth minerals which are used in our products, which could disrupt the supply chain for these minerals and components made from these materials.

The global trade environment continues to be highly dynamic.

There have been continuing significant tariffs and trade sanctions between the United States and other countries, including China.

China has also restricted the export of certain rare earth minerals that we use in our products, which could disrupt the supply chain for these minerals and components made from these materials.

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.

Our manufacturing facilities span across many countries which helps us mitigate the impact of certain tariffs and trade restrictions.

Also, consistent with our strategy, we continually optimize our operations and take 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.

The current U.S.

Government shutdown could negatively impact our businesses.

We have been working to minimize potential delivery delays and shortages of components and raw materials needed for certain products we manufacture.

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

In February 2026, the U.S.

Supreme Court issued a ruling invalidating certain tariffs.

Significant uncertainty exists regarding the timing and amount of any potential tariff refunds.

We will continue to assess these developments as additional information becomes available.

To date, we have not been materially impacted by the current conflict in the Middle East;

however, the conflict has increased the disruption, instability and volatility in global markets and industries, and could negatively impact our operations.

If the ongoing conflict intensifies or expands, it could adversely affect our business, supply chain, partners or customers.

Given the fluid and evolving nature of the conflict, we are unable to predict the full extent of the impact of the conflict on Teledyne at this time.

Government shutdowns could negatively impact our businesses.

Previous U.S.

Government shutdowns have resulted in delays in anticipated contract awards, issuances of export licenses, shipments and payments of invoices for several of our businesses, and the current shutdown could have similar or worse effects.

Government shutdowns have resulted in delays in anticipated contract awards, issuances of export licenses, shipments and payments of invoices for several of our businesses.

The Company is currently benefiting from increased global defense spending.

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

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As a result, we are exposed to movements in the exchange rates of various currencies against the U.S.

We try to reduce this potential volatility in reported earnings primarily through derivative instruments and hedging activities.

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 headcount across various businesses, reducing our exposure to weaker end markets.

During 2026, we plan to invest approximately $150 million in capital expenditures, principally to upgrade facilities and manufacturing equipment as well as to support internal growth initiatives.

As part of a continuing effort to reduce costs and improve operating performance, we continue to take actions to consolidate and relocate certain facilities, rationalize products 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

Third Quarter % Nine Months %

(dollars in millions) 2025 2024 Change 2025 2024 Change

First Quarter %

(dollars in millions) 2026 2025 Change

Net sales $ 1,560.1 $ 1,449.9 7.6 %

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Net income (loss) attributable to Teledyne $ 226.8 $ 188.6 20.3 %

* Not meaningful

Third Quarter % Nine Months %

(dollars in millions) 2025 2024 Change 2025 2024 Change

First Quarter %

(dollars in millions) 2026 2025 Change

Net sales (a):

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Total operating income (loss) $ 294.2 $ 259.3 13.5 %

(a) Net sales exclude inter-segment sales of $6.6 million and $17.5 million for the third quarter and nine months of 2025, respectively, and $5.9 million and $19.2 million for the third quarter and nine months of 2024, respectively.

Third Quarter Results

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

(a) Net sales exclude inter-segment sales of $5.3 million and $3.8 million for the first quarter of 2026 and 2025, respectively.

First Quarter Results

The following is a discussion of our 2026 first quarter results compared with the first quarter results of 2025.

Comparisons are with the corresponding reporting period of 2025 unless noted otherwise.

Third quarter of 2025 compared with the third quarter of 2024

Our third quarter of 2025 net sales increased 6.7%, primarily due to sales from recent acquisitions in the Aerospace and Defense Electronics segment.

Net income attributable to Teledyne for the third quarter of 2025 decreased 15.8%, primarily driven by the favorable resolution of an uncertain tax position reached by the Company with foreign tax authorities around transfer pricing between certain FLIR subsidiaries in the third quarter of 2024.

Net income per diluted share was $4.65 for the third quarter of 2025, compared with net income per diluted share of $5.54.

The third quarter of 2025 net sales compared with the third quarter of 2024 reflected higher net sales in the Digital Imaging, Instrumentation and Aerospace and Defense Electronics segments, partially offset by lower net sales in the Engineered Systems segment.

The third quarter of 2025 included $69.0 million in incremental sales from recent acquisitions, which are included within the Aerospace and Defense Electronics segment.

Cost of Sales

Cost of sales increased $56.1 million in the third quarter of 2025, primarily driven by higher net sales.

Cost of sales as a percentage of net sales increased slightly for the third quarter of 2025, to 57.2% from 57.1%.

Selling, General and Administrative Expense

Selling, general and administrative (“SG&A”) expense increased $12.1 million in the third quarter of 2025 primarily due to higher net sales, including net sales related to 2025 acquisitions.

SG&A expense as a percentage of net sales decreased slightly, to 15.5% for the third quarter of 2025 compared with 15.7%.

Corporate expense, which is included in SG&A expense, was $22.0 million for the third quarter of 2025 compared with $18.7 million, with the increase primarily related to higher employee compensation costs, including severance costs.

Stock-based compensation expense was $10.5 million for the third quarter of 2025 compared with $8.7 million.

Research and Development Expense

R&D expense increased $10.4 million in the third quarter of 2025 primarily due to higher R&D expense in the Digital Imaging segment.

Acquired Intangible Asset Amortization

Acquired intangible asset amortization for the third quarter of 2025 was $55.1 million compared with $49.8 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 third quarter of 2025 and 2024, pension service expense was $1.5 million.

Operating Income

Operating income for the third quarter of 2025 increased 4.5%.

The third quarter of 2025, compared with the third quarter of 2024, reflected higher operating income in the Instrumentation and Aerospace and Defense Electronics segments, including incremental operating income related to 2025 acquisitions.

Non-operating Income and Expense

Interest and debt expense, net of interest income, was $12.6 million for the third quarter of 2025 compared with $15.7 million.

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

Other income (expense), net, was income of $0.9 million for the third quarter of 2025 compared with expense of $2.7 million for the third quarter of 2024.

Other income (expense), net, primarily consisted of a $7.2 million gain on debt extinguishment, partially offset by foreign currency exchange losses in the third quarter of 2025.

Other income (expense), net, primarily consisted of foreign currency exchange losses in the third quarter of 2024.

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

Third Quarter

(dollars in millions) 2025 2024

Provision (benefit) for income taxes (a) $ 52.9 $ (7.1)

Income (loss) before income taxes $ 273.8 $ 255.1

Effective tax rate 19.3% (2.8)%

(a) The third quarter of 2025 includes net discrete income tax benefits of $4.9 million and the third quarter of 2024 includes net discrete income tax benefits of $62.3 million.

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 expense.

The Company has estimated the 2025 impact in current results which includes a cash tax reduction of approximately $30.0 million.

The Company will continue to model the elective decisions before the 2025 tax return is filed in 2026.

The 2026 impact is estimated to include a cash tax reduction of between $60.0 million and $70.0 million.

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

The first nine months of 2025 net sales increased 8.0%.

Net income for the first nine months of 2025 decreased 0.2%, primarily driven by the favorable resolution of an uncertain tax position reached by the Company with foreign tax authorities around transfer pricing between certain FLIR subsidiaries in the third quarter of 2024.

Net income per diluted share was $13.06 for the first nine months of 2025, compared with net income per diluted share of $13.01.

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

The first nine months of 2025 included $196.3 million in incremental sales from recent acquisitions, which are primarily included within the Aerospace and Defense Electronics segment.

First quarter of 2026 compared with the first quarter of 2025

Our first quarter of 2026 net sales increased 7.6%, primarily due to higher sales in most segments.

Net income attributable to Teledyne for the first quarter of 2026 increased 20.3%, primarily driven by an increase in sales and an increase in overall operating margin.

Net income per diluted share was $4.85 for the first quarter of 2026, compared with net income per diluted share of $3.99.

The first quarter of 2026 net sales compared with the first quarter of 2025 reflected higher net sales in the Digital Imaging, Instrumentation and Aerospace and Defense Electronics segments, partially offset by lower net sales in the Engineered Systems segment.

The first quarter of 2026 included $33.3 million in incremental sales from recent acquisitions, which are included within the Digital Imaging, Instrumentation and Aerospace and Defense Electronics segments.

Cost of Sales

Cost of sales increased $203.9 million in the first nine months of 2025, primarily driven by higher net sales.

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

Cost of sales increased $55.9 million in the first quarter of 2026, primarily driven by higher net sales.

Cost of sales as a percentage of net sales decreased for the first quarter of 2026, to 56.8% from 57.3%.

Selling, General and Administrative Expense

SG&A expense increased $30.9 million in the first nine months of 2025 primarily due to higher net sales, including net sales related to 2025 acquisitions.

SG&A expense as a percentage of net sales for the first nine months of 2025 was 15.6% compared with 16.1%.

Corporate expense, which is included in SG&A expense, was $65.9 million for the first nine months of 2025 compared with $57.1 million, with the increase primarily related to higher employee compensation costs, including severance costs and higher transaction costs in the first nine months of 2025 for current year acquisitions.

Stock-based compensation expense was $30.7 million for the first nine months of 2025 compared with $30.0 million.

Selling, general and administrative (“SG&A”) expense increased $3.5 million in the first quarter of 2026 primarily due to higher net sales, including net sales related to 2026 and 2025 acquisitions.

SG&A expense as a percentage of net sales decreased to 15.2% for the first quarter of 2026 compared with 16.1%.

Corporate expense, which is included in SG&A expense, was $19.0 million for the first quarter of 2026 compared with $22.2 million, with the decrease related to lower transaction and integration costs.

Stock-based compensation expense was $5.6 million for the first quarter of 2026 compared with $8.9 million.

Research and Development Expense

R&D expense increased $18.9 million in the first nine months of 2025 due to higher R&D expense within the Digital Imaging, Instrumentation and Aerospace and Defense Electronics segments.

R&D expense increased $10.3 million in the first quarter of 2026 primarily due to higher R&D expense in the Digital Imaging segment.

Acquired Intangible Asset Amortization

Acquired intangible asset amortization for the first nine months of 2025 was $161.7 million compared with $148.3 million, with the increase primarily related to 2025 acquisitions within the Aerospace and Defense Electronics segment.

Acquired intangible asset amortization for the first quarter of 2026 was $57.6 million compared with $52.0 million, with the increase primarily related to 2025 and 2026 acquisitions across multiple segments.

Pension Service Expense

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

For both the first nine months of 2025 and 2024, pension service expense was $4.5 million.

For the first quarter of 2026 and 2025, pension service expense was $1.2 million and $1.5 million, respectively.

Operating Income

Operating income for the first nine months of 2025 increased 9.1%.

The first nine months of 2025, compared with the first nine months of 2024, reflected higher operating income in each segment, including incremental operating income related to 2025 acquisitions

Operating income for the first quarter of 2026 increased 13.5%.

The first quarter of 2026, compared with the first quarter of 2025, reflected higher operating income in each segment, including incremental operating income related to 2026 and 2025 acquisitions.

Non-operating Income and Expense

Interest and debt expense, net of interest income, was $47.5 million for the first nine months of 2025, compared with $44.2 million, with the increase related to higher outstanding borrowings on our line of credit during the period as compared to the first nine months of 2024.

Non-service retirement benefit income was $8.2 million for the first nine months of 2025 and 2024.

Other income and expense, net was expense of $7.7 million for the first nine months of 2025 compared with expense of $3.7 million for the first nine months of 2024.

The Other income and expense, net expense of $7.7 million for the first nine months of 2025 included a $10.5 million gain on debt extinguishment, partially offset by foreign currency exchange losses.

Other income and expense, net expense of $3.7 million for the first nine months of 2024 primarily related to foreign currency exchange losses.

The first nine 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 nine months discrete impact is primarily related to tax on stock-based compensation.

Interest and debt expense, net of interest income, was $12.3 million for the first quarter of 2026 compared with $17.3 million, with the decrease related to lower outstanding borrowings compared to the first quarter of 2025.

Non-service retirement benefit income was $2.7 million for the first quarter of 2026 compared with $2.8 million.

Other income (expense), net, was expense of $5.9 million for the first quarter of 2026 and for the first quarter of 2025.

Other income (expense), net, primarily consisted of foreign currency exchange losses for the first quarter of 2026 and for the first quarter of 2025.

The first quarter of both the 2026 and 2025 income tax provision considers income, permanent items, tax credits and various statutory tax rates.

First Quarter

(dollars in millions) 2026 2025

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Effective tax rate 18.6% 21.0%

(a) The first nine months of 2025 includes net discrete income tax benefits of $17.0 million and the first nine months of 2024 includes net discrete income tax benefits of $67.4 million, respectively.

(a) The first quarter of 2026 and 2025 includes net discrete income tax benefits of $8.0 million and $3.7 million, respectively.

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

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

The Company has estimated the 2025 impact in current results which includes a cash tax reduction of approximately $30.0 million.

The Company estimated the 2025 impact in current results which included a cash tax reduction of approximately $30.0 million.

The Company will continue to model the elective decisions before the 2025 tax return is filed in 2026.

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Digital Imaging

Third Quarter Change Nine Months Change

First Quarter Change

(dollars in millions) 2026 2025 $ %

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Research and development expense

6.4 % 5.6 % 6.2 % 6.0 %

Acquired intangible asset amortization 5.9 % 6.0 %

Operating income 17.3 % 16.2 %

Third quarter of 2025 compared with the third quarter of 2024

Net sales increased primarily due to higher sales of commercial infrared imaging components and subsystems, unmanned air systems, and industrial automation imaging systems, partially offset by lower sales of unmanned ground systems.

Sales of commercial infrared imaging components and subsystems increased $11.7 million, sales of unmanned air systems increased $7.5 million, sales of industrial automation imaging systems increased $5.0 million, and sales of unmanned ground systems decreased $7.2 million.

Cost of sales increased primarily due to higher net sales.

The cost of sales percentage decreased slightly during the period.

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

R&D expense and R&D expense as a percentage of net sales increased primarily due to the timing of FLIR product development activities, including higher R&D expense for unmanned air systems.

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

Operating income decreased primarily due to higher R&D expense, partially offset by higher net sales.

As a result of the higher R&D expenses, operating income as a percentage of net sales decreased.

First nine months of 2025 compared with the first nine 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 commercial infrared imaging systems, X-ray products, geospatial products and industrial automation imaging systems.

Sales of commercial infrared imaging components and subsystems increased by $41.7 million, sales of unmanned air systems increased by $29.7 million, sales of surveillance systems increased by $19.7 million, sales of commercial infrared imaging systems decreased by $17.6 million, sales of X-ray products decreased by $11.8 million, sales of geospatial products decreased by $5.4 million, and sales of industrial automation imaging systems decreased by $4.4 million.

The first nine months of 2025 also included $15.1 million in incremental sales from recent acquisitions.

Cost of sales increased primarily due to unfavorable product mix, and 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 nine months 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 increased slightly while 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 slightly during the period.

First quarter of 2026 compared with the first quarter of 2025

Net sales increased primarily due to higher sales of infrared imaging detectors, components and subsystems for both defense and commercial applications as well as higher surveillance and unmanned air systems for defense applications.

Sales of infrared imaging detectors, components and subsystems increased $18.9 million, sales of surveillance increased $8.9 million, and sales of unmanned air systems increased $11.4 million.

The first quarter of 2026 included $8.0 million in incremental Digital Imaging 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 during the period 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.

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

Acquired intangible asset amortization increased, and acquired intangible asset amortization as a percentage of net sales decreased.

Operating income increased primarily due to higher net sales and favorable product mix, partially offset by higher R&D expense as a percentage of net sales.

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

Instrumentation

Third Quarter Change Nine Months Change

First Quarter Change

(dollars in millions) 2026 2025 $ %

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Research and development expense

6.7 % 6.7 % 6.9 % 6.8 %

Acquired intangible asset amortization 1.0 % 1.0 %

Operating income 24.5 % 27.0 %

Third quarter of 2025 compared with the third quarter of 2024

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

Sales of Environmental Instrumentation increased $8.1 million primarily due to stronger sales of gas detection products.

Sales of Marine Instrumentation increased $5.3 million due to stronger offshore energy and defense markets and sales of Test and Measurement Instrumentation increased $0.4 million.

Cost of sales increased primarily due to higher net sales.

The cost of sales percentage increased slightly.

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

R&D expense increased due to higher Marine Instrumentation product development, and R&D expense as a percentage of net sales was consistent between the two periods.

Operating income increased primarily due to higher Environmental Instrumentation sales and operating income as a percentage of net sales decreased primarily due to unfavorable product mix.

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

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

First quarter of 2026 compared with the first quarter of 2025

Net sales increased due to higher sales in the Marine Instrumentation and Environmental Instrumentation product lines.

Sales of Marine Instrumentation increased $13.5 million due to stronger offshore energy and defense markets.

Sales of Environmental Instrumentation increased $12.3 million primarily due to stronger sales of gas detection products and sales of Test and Measurement Instrumentation increased $5.5 million.

The first nine months of 2025 included $5.5 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.

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 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.

Sales of Environmental Instrumentation increased $7.3 million primarily due to stronger sales of gas detection products.

Test and Measurement Instrumentation decreased $2.7 million.

The first quarter of 2026 included $5.0 million in incremental Environmental Instrumentation sales from recent acquisitions.

Cost of sales increased due to higher net sales and unfavorable product mix.

The cost of sales percentage increased.

SG&A expense increased, and SG&A expense as a percentage of net sales increased.

R&D expense increased in each product line, and R&D expense as a percentage of net sales decreased slightly.

Operating income and operating income as a percentage of net sales decreased primarily due to unfavorable product mix.

Aerospace and Defense Electronics

Third Quarter Change Nine Months Change

First Quarter Change

(dollars in millions) 2026 2025 $ %

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Research and development expense

3.0 % 3.4 % 2.9 % 3.0 %

Acquired intangible asset amortization 2.2 % 1.3 %

Operating income 25.7 % 23.0 %

* Not meaningful

Third quarter of 2025 compared with the third quarter of 2024

First quarter of 2026 compared with the first quarter of 2025

Net sales increased due to a $36.1 million increase in defense electronics, partially offset by a $1.1 million decrease in aerospace electronics.

The third quarter of 2025 included $69.0 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 R&D expense as a percentage of net sales decreased.

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 percentage 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 nine months of 2025 compared with the first nine months of 2024

Net sales increased due to a $205.3 million increase for defense electronics, partially offset by a $2.8 million decrease for aerospace electronics.

The first nine months of 2025 included $175.7 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 percentage 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.

The first quarter of 2026 included $20.3 million in incremental defense electronics sales from recent acquisitions.

Cost of sales increased due to higher net sales.

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

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

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

Acquired intangible asset amortization and acquired intangible asset amortization as a percentage of net sales increased primarily due to the 2025 acquisitions.

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

Engineered Systems

Third Quarter Change Nine Months Change

First Quarter Change

(dollars in millions) 2026 2025 $ %

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Operating income $ 11.7 $ 10.8 $ 0.9 8.3 %

As percentage of net sales:

As a percentage of net sales:

Cost of sales 82.3 % 84.2 %

Selling, general and administrative expense

5.6 % 4.9 % 5.7 % 6.3 %

Research and development expense

0.1 % 0.1 % 0.1 % 0.1 %

Operating income 11.2 % 10.1 %

Third quarter of 2025 compared with the third quarter of 2024

* Not meaningful

First quarter of 2026 compared with the first quarter of 2025

Net sales decreased due to lower sales of $2.7 million for engineered products and lower sales of $0.1 million for energy systems.

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

Cost of sales decreased primarily due to lower net sales and favorable program mix.

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

SG&A expense and SG&A expense as a percentage of net sales increased due to higher employee compensation costs.

Operating income decreased primarily due to lower net sales, partially offset by favorable program mix, and operating income as a percentage of net sales increased due to favorable program mix.

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

Net sales increased due to higher sales of $9.0 million for engineered products, partially offset by a $1.7 million decrease in energy systems.

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

SG&A expense decreased primarily due to lower bid and proposal 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 and favorable program mix.

Operating income increased primarily due to favorable program mix, partially offset by lower net sales and operating income as a percentage of net sales increased due to favorable program mix.

Financial Condition, Liquidity and Capital Resources

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We may deploy cash for the stock repurchase program.

It is anticipated that cash on hand, operating cash flow, together with available borrowings under our $1.2 billion credit facility, will be sufficient to meet these requirements.

It is anticipated that cash on hand, operating cash flow, together with available borrowings under our $1.2 billion credit facility, will be sufficient to meet these requirements during the next 12 months and during the period thereafter covered by our current longer-term business plan.

To support acquisitions, we may need to raise additional capital.

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.

No cash pension contributions have been made since 2013 or are planned for 2026 for the domestic qualified pension plans.

Cash and Cash Equivalents

Cash and cash equivalents totaled $528.6 million at September 28, 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 and cash equivalents totaled $521.4 million at March 29, 2026, compared with $352.4 million at December 28, 2025, with the increase primarily related to cash generated from operating activities partially offset by the 2026 acquisition and capital expenditures.

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

Long-term Debt

Total debt, net of unamortized debt discount and debt issuance costs at September 28, 2025, was $2,533.4 million compared with $2,649.0 million at December 29, 2024, with the decrease due to payments on fixed rate senior notes.

At September 28, 2025, $1,168.7 million was available under the $1.2 billion credit facility, after reductions of $31.3 million in outstanding letters of credit.

Our bank credit agreements, which includes our $1.2 billion credit facility expiring June 2029, require us to comply with various financial and operating covenants.

At September 28, 2025, we were in compliance with these covenants.

Total debt, net of unamortized debt discount and debt issuance costs at March 29, 2026, was $2,476.3 million compared with $2,475.4 million at December 28, 2025.

Subsequent to the end of the quarter, the Company repaid $450.0 million of its Fixed Rate Senior Notes due April 2026 primarily from cash on hand.

At March 29, 2026, we had $56.7 million in outstanding letters of credit, including $34.2 million against our credit facility.

Our credit facility requires us to comply with various financial and operating covenants and at March 29, 2026, we were in compliance with these covenants and had a significant amount of margin between required financial covenant ratios and our actual ratios.

Currently, we do not believe our ability to undertake additional debt financing, if needed, is reasonably likely to be materially impacted by debt restrictions under our credit agreements.

Available borrowing capacity under the $1.2 billion credit facility, which is reduced by borrowings and $34.2 million in outstanding letters of credit, was $1,165.8 million at March 29, 2026.

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

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The amounts involved may be material.

See Note 7 for additional information regarding our credit facility and long-term debt.

Stock Repurchases

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.

As of March 29, 2026, $1.6 billion remained available under the repurchase authorization.

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

Shares may be repurchased from time to time in open-market transactions at prevailing market prices, in privately negotiated transactions or via an accelerated stock repurchase program.

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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 third quarter and first nine months of 2025.

Net cash provided by operating activities was $812.3 million for the first nine months of 2025 compared with $859.5 million, with the decrease primarily driven by higher income tax payments in 2025 as well as the timing of accounts receivable collections.

Net cash used in investing activities was $840.9 million for the first nine months of 2025 compared with $178.2 million.

During the first nine months of 2025, we spent $764.2 million on acquisitions compared with $123.7 million.

Capital expenditures for the first nine months of 2025 and 2024 were $77.5 million and $54.7 million, respectively.

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

Net cash used in financing activities was $93.5 million for the first nine months of 2025 compared with net cash used in financing activities of $772.4 million.

The first nine months of 2025 included the repurchase and retirement of $118.2 million in principal of our fixed rate senior notes for $107.7 million in cash.

The first nine months of 2024 included a $450 million debt maturity payment on our Senior Notes due April 2024 and share repurchases of $332.6 million.

No repurchases under any authorizations were made in the first quarter of 2026.

Net cash provided by operating activities was $234.0 million for the first three months of 2026 compared with net cash provided by operating activities of $242.6 million, with the decrease primarily driven by higher inventory purchases in 2026 partially offset by favorable operating results.

Net cash used in investing activities was $83.1 million for the first three months of 2026 compared with net cash used in investing activities of $775.0 million.

During the first three months of 2026, we spent $53.4 million on acquisitions compared with $757.6 million.

Capital expenditures for the first three months of 2026 and 2025 were $29.7 million and $18.0 million, respectively.

During 2026, we plan to invest approximately $150 million for capital expenditures, principally to upgrade facilities and manufacturing equipment as well as to support internal growth initiatives.

Net cash provided by financing activities was $18.4 million for the first three months of 2026 compared with net cash provided by financing activities of $339.6 million.

The first three months of 2025 included net proceeds from our credit facility of $315.0 million.

Subsequent to the end of the quarter, the Company repaid $450.0 million of its Fixed Rate Senior Notes due April 2026 primarily from cash on hand.

Critical Accounting Policies and Estimates

11 unchanged sentences

Many factors could change anticipated results, including:

the impact of policies of the U.S.

the impact of the 2026 conflict between the United States and Iran, including among other things, higher energy costs and energy supply constraints, disruptions in shipping, supply shortages of critical materials, including aluminum, metals, chemicals and industrial helium supplies, disruptions to air travel, the risk of retaliation against U.S.

targets by Iran or its proxies, and slower global growth, the impact of policies of the U.S.

Presidential Administration, especially with respect to new and higher tariffs, cutbacks in the funding of government agencies and programs, and the scaling back of environmental and green energy policies;

1 unchanged sentence

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

existing and new restrictions on the supply of rare earth minerals and permanent magnets from China;

Government shutdowns, which in the past have resulted in delays in anticipated contract awards, delayed payments of invoices and delays in the issuance of export and other licenses;

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labor shortages and competition for skilled personnel;

inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with GAAP and related standards;

inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with U.S.

GAAP and related standards;

disruptions in the global economy;

the ongoing conflict in Israel and neighboring regions, including related protests, attacks on defense contractors and suppliers, and the disruption to global shipping routes;

the ongoing conflict between Russia and Ukraine, including the impact to energy prices and availability, especially in Europe;

customer and supplier bankruptcies;

global conflicts including the conflict in the Middle East as well as the ongoing conflict between Russia and Ukraine;

changes in demand for products sold to the defense electronics, instrumentation, digital imaging, energy exploration and production, commercial aviation, semiconductor, and communications markets;

1 unchanged sentence

cuts to defense spending resulting from existing and future deficit reduction measures or changes to U.S.

and foreign government spending and budget priorities triggered by inflation, rising interest costs and economic conditions;

the continuing review and resolution of FLIR’s trade compliance and tax matters;

and foreign government spending and budget priorities triggered by inflation, and economic conditions;

threats to the security of our confidential and proprietary information, including cybersecurity threats;

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and our ability to achieve emission reduction targets and decrease our carbon footprint.

Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production could further negatively affect our businesses that supply the oil and gas industry.

Volatile oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, could negatively affect our businesses that supply the oil and gas industry.

Weakness in the commercial aerospace industry negatively affects the markets of our commercial aviation businesses.

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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 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.

Changes in the policies of the United States and foreign governments, including economic sanctions or in regard to support for the Ukraine or Middle East conflicts, 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.

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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-Q

Item 1. Financial Statements