Teledyne Technologies Inc 10-Q for FY2026 Q1
Teledyne Technologies Inc (TDY)
10-Q
2026-04-24
For: 2026-03-29
View Original
Added on
April 24, 2026
About this 10-Q
Teledyne Technologies Inc filed this 10-Q on April 24, 2026, covering the quarter ended March 29, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 29, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.56B
- up 7.6% from $1.45B a year earlier
- Net income
- $226.8M
- up 20.3% from net income of $188.6M a year earlier
- Diluted EPS
- $4.85
- up 21.6% from $3.99 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 10-Q
_____________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 29, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 1-15295
_____________________________________
(Exact name of registrant as specified in its charter)
_____________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant’s telephone number, including area code)
____________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☒
There were 46,329,138 shares of common stock, $.01 par value per share, outstanding as of April 15, 2026.
TELEDYNE TECHNOLOGIES INCORPORATED
TABLE OF CONTENTS
| PAGE | ||||||||
1
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE FIRST QUARTER ENDED MARCH 29, 2026 AND MARCH 30, 2025
(Unaudited — Amounts in millions, except per share amounts)
| First Quarter | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
Research and development | |||||||||||||||||||||||
| Acquired intangible asset amortization | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
Operating income (loss) | |||||||||||||||||||||||
| Interest and debt income (expense), net | ( | ( | |||||||||||||||||||||
| Non-service retirement benefit income (expense), net | |||||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
Income (loss) before income taxes | |||||||||||||||||||||||
| Provision (benefit) for income taxes | |||||||||||||||||||||||
| Net income (loss) including noncontrolling interest | |||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income (loss) attributable to Teledyne | $ | $ | |||||||||||||||||||||
| Basic earnings per common share | $ | $ | |||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Diluted earnings per common share | $ | $ | |||||||||||||||||||||
| Weighted average diluted common shares outstanding | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE FIRST QUARTER ENDED MARCH 29, 2026 AND MARCH 30, 2025
(Unaudited — Amounts in millions)
| First Quarter | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net income (loss) including noncontrolling interest | $ | $ | |||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign exchange translation adjustment | ( | ||||||||||||||||||||||
| Hedge activity, net of tax | ( | ||||||||||||||||||||||
| Pension and postretirement benefit adjustments, net of tax | |||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income (loss) including noncontrolling interest | |||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interest | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to Teledyne | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited — Amounts in millions, except share amounts)
| March 29, 2026 | December 28, 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Unbilled receivables, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Goodwill | |||||||||||
| Acquired intangibles, net | |||||||||||
| Prepaid pension assets | |||||||||||
| Other assets, net | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Long-term deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total Liabilities | |||||||||||
Commitments and contingencies (see Note 15) | |||||||||||
| Redeemable Noncontrolling Interest | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited — Amounts in millions)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||
Balance, December 28, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Treasury stock issued | — | ( | — | — | |||||||||||||||||||||||||||||||
Treasury stock repurchased, including excise tax | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Stock-based compensation and other | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||
Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, March 29, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||
Balance, December 29, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Treasury stock issued | — | ( | — | — | |||||||||||||||||||||||||||||||
Stock-based compensation and other | — | — | — | — | |||||||||||||||||||||||||||||||
Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, March 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 29, 2026 AND MARCH 30, 2025
(Unaudited — Amounts in millions)
| Three Months | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net income (loss) including noncontrolling interest | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Changes in operating assets and liabilities excluding the effect of business acquired: | |||||||||||
| Accounts receivable and unbilled receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Deferred taxes and income taxes receivable (payable), net | |||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Other operating, net | ( | ||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Investing Activities | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Purchases of businesses, net of cash acquired | ( | ( | |||||||||
| Other investing, net | |||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
Net proceeds from (repayments on) credit facility | |||||||||||
| Proceeds from (payments on) other debt | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Other financing, net | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | |||||||||||
| Effects of exchange rate changes on cash | ( | ||||||||||
| Change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents—beginning of period | |||||||||||
| Cash and cash equivalents—end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 29, 2026
Note 1. General
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by Teledyne Technologies Incorporated (“Teledyne” or the “Company”) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in notes to consolidated financial statements have been condensed or omitted pursuant to such rules and regulations, but resultant disclosures are in accordance with generally accepted accounting principles in the United States (“GAAP”) as they apply to interim reporting. 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 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 November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires public entities, on an interim and annual basis, to provide disclosure of specified information about costs and expenses in the notes to the financial statements. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.
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.
Note 2. 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.
NL Acoustics
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.
7
Maretron
During the third quarter of 2025, the Company acquired the assets of Maretron, including the brand’s Octoplex, MPower and MConnect product lines from Littelfuse, Inc. The Maretron assets are part of the Digital Imaging segment, and the acquisition is not material for further disclosure.
Micropac
During the first quarter of 2025, the Company acquired Micropac Industries, Inc. (“Micropac”) for approximately $51.2 million in cash, net of cash acquired. Micropac, founded in 1963 and headquartered in Garland, Texas, designs and manufactures microelectronic circuits, optoelectronic components and sensor and display assemblies primarily for military, aerospace and medical applications. Micropac is part of the Aerospace and Defense Electronics segment. The Company funded the acquisition from cash on hand. Goodwill resulting from the Micropac acquisition will not be deductible for tax purposes.
Optical Systems and Advanced Electronics Systems (“Qioptiq”) businesses
During the first quarter of 2025, the Company acquired select aerospace and defense electronics businesses of Excelitas Technologies Corp. (“Excelitas”) for approximately $702.8 million in cash, net of cash acquired, and subject to certain adjustments. The acquisition includes the Optical Systems (“OS”) business which is based in Northern Wales, UK, as well as the U.S.-based Advanced Electronics Systems (“AES”) business (collectively, “OS and AES businesses”, or “Qioptiq”). Qioptiq is part of the Aerospace and Defense Electronics segment. The Company funded the acquisition from available borrowings on the credit facility as well as from cash on hand. Goodwill resulting from the acquisition of the UK operations will not be deductible for tax purposes, but goodwill resulting from the acquisition of the U.S. operations will be deductible for tax purposes.
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):
| 2026 | |||||||||||||||||||||||
| Acquisitions | Acquisition Date | Consideration Transferred (a) | Goodwill Acquired | Acquired Intangible Assets | |||||||||||||||||||
DD-Scientific | January 14, 2026 | $ | $ | $ | |||||||||||||||||||
Total | $ | $ | $ | ||||||||||||||||||||
(a) Net of cash acquired
| 2025 | |||||||||||||||||||||||
| Acquisitions | Acquisition Date | Consideration Transferred (a) | Goodwill Acquired | Acquired Intangible Assets | |||||||||||||||||||
TransponderTech | October 31, 2025 | $ | $ | $ | |||||||||||||||||||
Qioptiq | February 3, 2025 | ||||||||||||||||||||||
Micropac | December 30, 2024 | ||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
(a) Net of cash acquired
The Company’s cost to acquire these acquisitions was allocated to the assets acquired and liabilities assumed based upon their respective fair values as of the date of the completion of the acquisition. The differences between the fair value of the consideration paid and the estimated fair value of the assets and liabilities acquired was recorded as goodwill. The fair value of the acquired identifiable assets and liabilities for 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. The significant factors that resulted in recognition of goodwill for the 2026 and 2025 acquisitions included the acquired businesses’ market positions, growth opportunities in the markets in which they operate, experienced work force and established operating infrastructures. The results of these acquisitions have been included in Teledyne’s results since the dates of their respective acquisition.
8
Note 3. Business Segments
Teledyne is a leading provider of sophisticated digital imaging products and software, instrumentation, aerospace and defense electronics, and engineered systems. The Company’s customers include government agencies, aerospace prime contractors, energy exploration and production companies, major industrial companies, and airlines. The Company has four reportable segments: Digital Imaging, Instrumentation, Aerospace and Defense Electronics, and Engineered Systems.
Segment results include net sales and operating income by segment but exclude corporate expenses. Corporate expense primarily includes administrative expenses relating to the corporate office not allocated to the 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.
Information for the Company’s business segments was as follows (in millions):
First Quarter Ended March 29, 2026 | |||||||||||||||||||||||||||||
Digital Imaging | Instrumentation | Aerospace and Defense Electronics | Engineered Systems | Total | |||||||||||||||||||||||||
Net sales (a) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||
| Acquired intangible asset amortization | |||||||||||||||||||||||||||||
Segment Operating income (loss) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Reconciliation to Income (loss) before income taxes | |||||||||||||||||||||||||||||
Corporate expense | ( | ||||||||||||||||||||||||||||
| Interest and debt expense, net | ( | ||||||||||||||||||||||||||||
| Non-service retirement benefit income | |||||||||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
(a) Net sales exclude inter-segment sales of $5.3 million for the first quarter of 2026.
9
First Quarter Ended March 30, 2025 | |||||||||||||||||||||||||||||
Digital Imaging | Instrumentation | Aerospace and Defense Electronics | Engineered Systems | Total | |||||||||||||||||||||||||
Net sales (a) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||
| Acquired intangible asset amortization | |||||||||||||||||||||||||||||
Segment Operating income (loss) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Reconciliation to Income (loss) before income taxes | |||||||||||||||||||||||||||||
Corporate expense | ( | ||||||||||||||||||||||||||||
| Interest and debt expense, net | ( | ||||||||||||||||||||||||||||
| Non-service retirement benefit income | |||||||||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
(a) Net sales exclude inter-segment sales of $3.8 million for the first quarter of 2025.
Product Lines
The Instrumentation segment includes three product lines: Marine Instrumentation, Environmental Instrumentation and Test and Measurement Instrumentation. All other segments each contain one
The table below provides a summary of the net sales by product line for the Instrumentation segment (in millions):
| First Quarter | |||||||||||||||||||||||
| Instrumentation | 2026 | 2025 | |||||||||||||||||||||
| Marine Instrumentation | $ | $ | |||||||||||||||||||||
| Environmental Instrumentation | |||||||||||||||||||||||
| Test and Measurement Instrumentation | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Identifiable assets are those assets used in the operations of the segments. Corporate assets primarily consist of cash and cash equivalents, deferred taxes, pension assets and other assets.
Identifiable assets for the Company’s business segments was as follows (in millions):
| Identifiable assets: | March 29, 2026 | December 28, 2025 | |||||||||
| Digital Imaging | $ | $ | |||||||||
| Instrumentation | |||||||||||
| Aerospace and Defense Electronics | |||||||||||
| Engineered Systems | |||||||||||
Total segment identifiable assets | |||||||||||
| Corporate | |||||||||||
Total Teledyne identifiable assets | $ | $ | |||||||||
Note 4. Revenue Recognition and Contract Balances
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.
10
First Quarter Ended March 29, 2026 | First Quarter Ended March 29, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer Type | Geographic Region (c) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | U.S. Govt. (a) | Other (b) | Total | United States | Europe | Asia | All Other | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Digital Imaging | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Instrumentation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aerospace and Defense Electronics | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Engineered Systems | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
(a) U.S. Government sales include sales as a prime contractor or subcontractor.
(b) Primarily commercial sales
(c) Geographic region by destination
First Quarter Ended March 30, 2025 | First Quarter Ended March 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer Type | Geographic Region (c) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | U.S. Govt. (a) | Other (b) | Total | United States | Europe | Asia | All Other | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Digital Imaging | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Instrumentation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aerospace and Defense Electronics | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Engineered Systems | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
(a) U.S. Government sales include sales as a prime contractor or subcontractor.
(b) Primarily commercial sales
(c) Geographic region by destination
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 first quarter ended March 29, 2026, approximately 46 % of net sales in the Engineered Systems segment was derived from fixed-price contracts.
Contract Liabilities
| Balance at | |||||||||||||||||||||||
| Contract Liabilities by Balance Sheet Location (in millions) | March 29, 2026 | December 28, 2025 | |||||||||||||||||||||
| Accrued liabilities | $ | $ | |||||||||||||||||||||
| Other long-term liabilities | |||||||||||||||||||||||
| Total contract liabilities | $ | $ | |||||||||||||||||||||
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 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.
11
Changes in Contract Estimates at Completion
For over time contracts using the cost-to-cost method, the Company has an Estimate at Completion (“EAC”) process in which management reviews the progress and execution of the performance obligations. This EAC process requires management’s judgment relative to assessing risks, estimating contract revenue, determining reasonably dependable cost estimates and making assumptions for scheduling and technical issues. The majority of revenue recognized over time uses an EAC process. Since certain contracts extend over a long period of time, the impact of revisions in cost and revenue estimates during the progress of work may adjust the current period earnings through a cumulative catch-up basis. This method recognizes, in the current period, the cumulative effect of the changes on current and prior quarters. Additionally, if the current contract estimate indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract cost and revenue estimates for significant contracts are generally reviewed and reassessed quarterly.
The 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.
Note 5. Goodwill and Acquired Intangible Assets
Goodwill
The carrying value of goodwill by segment was as follows (in millions):
| Digital Imaging | Instrumentation | Aerospace and Defense Electronics | Engineered Systems | Total | |||||||||||||||||||||||||
Balance at December 28, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current year acquisitions | |||||||||||||||||||||||||||||
| Foreign currency changes and other | ( | ( | ( | ( | |||||||||||||||||||||||||
Balance at March 29, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Acquired intangible assets
Acquired intangible assets consisted of the following (in millions):
| March 29, 2026 | December 28, 2025 | ||||||||||||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Proprietary technology | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Customer list/relationships/backlog | |||||||||||||||||||||||||||||||||||
| Patents | |||||||||||||||||||||||||||||||||||
| Non-compete agreements | |||||||||||||||||||||||||||||||||||
Definite-lived trademarks | |||||||||||||||||||||||||||||||||||
Total acquired intangible assets subject to amortization | |||||||||||||||||||||||||||||||||||
Acquired intangible assets not subject to amortization: | |||||||||||||||||||||||||||||||||||
Indefinite-lived trademarks | — | — | |||||||||||||||||||||||||||||||||
| Total acquired intangible assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
12
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. 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. As such, no interim impairment review was required. The Company will perform its annual analysis during the fourth quarter of 2026.
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. 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. As such, no interim impairment review was required. The Company will perform its annual analysis during the fourth quarter of 2026.
Note 6. Supplemental Balance Sheet Information
Cash Equivalents
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 $11.1 million at March 29, 2026 and $11.0 million at December 28, 2025.
Inventories, Net
Inventories are stated at the lower of cost or net realizable value and primarily valued on an average cost or first-in, first-out method. Inventory adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part-level basis to forecasted product demand and historical usage. Inventory balances are summarized as follows (in millions):
| Balance at | |||||||||||
| March 29, 2026 | December 28, 2025 | ||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories, net | $ | $ | |||||||||
Product Warranty Costs
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.
| Three Months | |||||||||||
| Warranty Reserve (in millions): | 2026 | 2025 | |||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Product warranty expense | |||||||||||
| Deductions | ( | ( | |||||||||
| Acquisition | |||||||||||
| Balance at end of period | $ | $ | |||||||||
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Note 7. Long-Term Debt
| Balance at | |||||||||||
| Long-Term Debt (in millions): | March 29, 2026 | December 28, 2025 | |||||||||
$ | $ | $ | |||||||||
| Other debt | |||||||||||
| Debt discount and debt issuance costs | ( | ( | |||||||||
| Total debt, net | |||||||||||
| Less: Current portion of long-term debt | ( | ( | |||||||||
| Total long-term debt, net of current portion | $ | $ | |||||||||
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.
Note 8. Income Taxes
The income tax provision is calculated using an estimated annual effective tax rate based upon estimates of annual income, permanent items, statutory tax rates and planned tax strategies in the various jurisdictions in which the Company operates, except that certain loss jurisdictions and discrete items such as the resolution of uncertain tax positions and stock-based accounting income tax benefits are treated separately.
| First Quarter | |||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | |||||||||||||||||||||
| Provision (benefit) for income taxes (a) | $ | $ | |||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | |||||||||||||||||||||
| Effective tax rate | |||||||||||||||||||||||
(a) The first quarter of 2026 and 2025 includes net discrete income tax benefits of $8.0 million and $3.7 million, respectively.
Note 9. Pension Plans
| First Quarter | |||||||||||||||||||||||
(in millions) | 2026 | 2025 | |||||||||||||||||||||
Service cost—benefits earned during the period | $ | $ | |||||||||||||||||||||
Pension non-service cost (income) | |||||||||||||||||||||||
| Interest cost on benefit obligation | $ | $ | |||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of net prior service cost (income) | |||||||||||||||||||||||
| Amortization of net actuarial loss (gain) | |||||||||||||||||||||||
| Pension non-service cost (income) | $ | ( | $ | ( | |||||||||||||||||||
14
Note 10. Stock-Based Compensation
Teledyne has long-term incentive plans pursuant to which it has granted non-qualified stock options, restricted stock awards and restricted stock units. The Company also has non-employee director stock compensation plans pursuant to which common stock, stock options and restricted stock units have been issued to its directors. The Company issues shares of common stock upon the exercise of stock options. The Company uses the Black–Scholes option pricing model to determine the fair value of stock options.
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 | $ | ||||||||||||||||||||||
| Exercised | ( | $ | |||||||||||||||||||||
| Canceled | ( | $ | |||||||||||||||||||||
| Ending balance | $ | ||||||||||||||||||||||
| Exercisable at end of period | $ | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
| Beginning balance | $ | ||||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||
| Vested | ( | $ | |||||||||||||||||||||
| Forfeited/canceled | ( | $ | |||||||||||||||||||||
| Ending balance | $ | ||||||||||||||||||||||
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.
15
Note 11. Earnings Per Share
The weighted average number of common shares used in the calculation of basic and diluted earnings per share consisted of the following (in millions):
| First Quarter | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Weighted average basic common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities (primarily stock options) | |||||||||||||||||||||||
| Weighted average diluted common shares outstanding | |||||||||||||||||||||||
For the first quarter of 2026 and 2025, the Company did not
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. 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. Shares could be repurchased in a plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program is expected to remain open continuously, and the number of shares purchased will depend on a variety of factors such as share price, levels of cash available, acquisitions and alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions. The Company currently intends to fund future share repurchases, if any, with cash on hand and available borrowings under the Company’s credit facility. No repurchases under any authorizations were made in the first quarter of 2026.
Note 12. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, as applicable, for the first quarter ended March 29, 2026, and March 30, 2025, are as follows (in millions):
| Foreign Currency Translation | Cash Flow Hedges | Pension and Postretirement Benefits | Total | ||||||||||||||||||||
Balance at December 28, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from AOCI | ( | ||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
Balance at March 29, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign Currency Translation | Cash Flow Hedges | Pension and Postretirement Benefits | Total | ||||||||||||||||||||
Balance at December 29, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from AOCI | |||||||||||||||||||||||
| Net other comprehensive income (loss) | |||||||||||||||||||||||
Balance at March 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
16
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 March 30, 2025 | Statement of Income (Loss) Presentation | ||||||||||||||||||
(Gain) loss on cash flow hedges: | ||||||||||||||||||||
(Gain) loss recognized in income on derivatives | $ | ( | $ | See Note 13 | ||||||||||||||||
| Income tax impact | ( | Provision for income taxes | ||||||||||||||||||
| Total | $ | ( | $ | |||||||||||||||||
| Amortization of defined benefit pension and postretirement plan items: | ||||||||||||||||||||
Amortization of net prior service cost (income) | $ | $ | Costs and expenses | |||||||||||||||||
| Amortization of net actuarial loss | Costs and expenses | |||||||||||||||||||
| Total before tax | ||||||||||||||||||||
| Income tax impact | ( | ( | Provision for income taxes | |||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
Note 13. Derivative Instruments and Hedging Activities
The Company’s primary exposure to market risk relates to changes in foreign currency exchange rates and interest rates. The Company’s primary foreign currency risk management objective is to protect the U.S. dollar value of future cash flows and minimize the volatility of reported earnings. During 2025, the Company entered into certain derivative contracts to reduce the volatility from translation of the Company’s euro denominated net investments. The Company does not use foreign currency forward contracts for speculative or trading purposes.
The Company mitigates exposure to foreign currency exchange rates and interest rates primarily through the following:
Designated Hedging Activities
The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for the Canadian companies, and in British pounds for the UK companies. 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. dollar. 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. dollar. These cross-currency swaps mature between September 2026 and September 2030.
Non-Designated Hedging Activities
The Company utilizes foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables. These foreign currency forward contracts are not designated as accounting hedges. The gain or loss resulting from a change in fair value of a derivative instrument that is not designated an accounting hedge is recognized immediately in earnings and intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings.
17
Derivative Instruments
The following is a summary of the gain (loss) included in the condensed consolidated statements of income (loss) and comprehensive income (loss) related to the derivative instruments described above (in millions):
| First Quarter | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Net gain (loss) recognized in AOCI—Foreign Exchange Contracts (a) | $ | ( | $ | ||||||||||||||||||||
Net gain (loss) recognized in AOCI—Cross-Currency Swap Contracts (a) | $ | $ | ( | ||||||||||||||||||||
Net gain (loss) reclassified from AOCI into revenue/cost of sales—Foreign Exchange Contracts (a) | $ | $ | ( | ||||||||||||||||||||
Net gain (loss) recognized in other income and expense, net—Foreign Exchange Contracts | $ | ( | $ | ||||||||||||||||||||
(a) Effective portion, pre-tax
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):
Notional Amount | Fair Value Asset | Fair Value Liability | |||||||||||||||||||||||||||
| March 29, 2026 | December 28, 2025 | March 29, 2026 | December 28, 2025 | March 29, 2026 | December 28, 2025 | ||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||
| Cross-currency swap agreements | ( | ( | |||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Total derivatives | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||
All derivative assets are presented in Other current assets or Other non-current assets. All derivative liabilities are presented in Accrued liabilities or Other non-current liabilities.
18
Note 14. Fair Value Measurement
The Company’s financial assets and liabilities carried at fair value are primarily comprised of derivative contracts used to hedge the Company’s foreign currency risk. The Company has not elected to measure any additional financial instruments or other items at fair value.
Financial Instruments Recorded at Fair Value
The fair values of the Company’s derivative financial instruments are presented below. All fair values for these derivatives were measured using Level 2 hierarchy information as defined by the accounting policies (in millions):
Balance at | |||||||||||
| March 29, 2026 | December 28, 2025 | ||||||||||
| Assets: | |||||||||||
| Foreign currency forward contracts | $ | $ | |||||||||
| Cross-currency swaps | |||||||||||
Total assets recorded at fair value | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Foreign currency forward contracts | $ | ( | $ | ( | |||||||
| Cross-currency swaps | ( | ( | |||||||||
| Total liabilities recorded at fair value | $ | ( | $ | ( | |||||||
Net derivatives at fair value | $ | ( | $ | ( | |||||||
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 $0.5 million and $0.4 million as of March 29, 2026, and December 28, 2025, respectively.
Financial Instruments Not Recorded at Fair Value
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to the short-term maturities of these assets and liabilities.
Teledyne estimates the fair value of its long-term debt based on debt of similar type, rating and maturity and at comparable interest rates. The Company’s long-term debt is considered a Level 2 and is valued based on observable market data. 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
19
Note 15. Commitments and Contingencies
Trade Compliance Matters
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. 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 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. The Company evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties. The timing of expenditures depends on a number of factors that vary by site, including the nature and extent of contamination, the number of potentially responsible parties, the timing of regulatory approvals, the complexity of the investigation and remediation, and the standards for remediation. The Company expects that it will 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.
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.
A number of other lawsuits, claims and proceedings have been or may be asserted against the Company, including those pertaining to product liability, acquisitions, patent infringement, commercial contracts, employment and employee benefits. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
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. Our products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems and defense electronics, and satellite communication subsystems. We also supply engineered systems for defense, space, environmental and energy applications. We believe our technological capabilities, innovation and the ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in our markets and the industries in which we compete.
Strategy
Our strategy continues to emphasize growth in our four business segments: Digital Imaging, Instrumentation, Aerospace and Defense Electronics, and Engineered Systems. The markets in which we sell our enabling technologies are characterized by high barriers to entry and include specialized products and services not likely to be commoditized. We intend to strengthen and expand our business with targeted acquisitions and through product development. We continue to focus on balanced and disciplined capital deployment among capital expenditures, acquisitions, stock repurchases and product development. We aggressively pursue operational excellence to continually improve our margins and earnings by emphasizing cost containment and evaluating cost reductions in all aspects of our business. At Teledyne, operational excellence includes the rapid integration of the businesses we acquire. 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 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. 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. 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. 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.
U.S. 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.
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. dollars using exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. 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.
21
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
| First Quarter | % | ||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Net sales | $ | 1,560.1 | $ | 1,449.9 | 7.6 | % | |||||||||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||||||||||||||
| Cost of sales | 886.3 | 830.4 | 6.7 | % | |||||||||||||||||||||||||||||||
Selling, general and administrative | 237.4 | 233.9 | 1.5 | % | |||||||||||||||||||||||||||||||
Research and development | 84.6 | 74.3 | 13.9 | % | |||||||||||||||||||||||||||||||
| Acquired intangible asset amortization | 57.6 | 52.0 | 10.8 | % | |||||||||||||||||||||||||||||||
| Total costs and expenses | 1,265.9 | 1,190.6 | 6.3 | % | |||||||||||||||||||||||||||||||
| Operating income (loss) | 294.2 | 259.3 | 13.5 | % | |||||||||||||||||||||||||||||||
| Interest and debt income (expense), net | (12.3) | (17.3) | (28.9) | % | |||||||||||||||||||||||||||||||
| Non-service retirement benefit income (expense) | 2.7 | 2.8 | (3.6) | % | |||||||||||||||||||||||||||||||
| Other income (expense), net | (5.9) | (5.9) | — | % | |||||||||||||||||||||||||||||||
| Income before income taxes | 278.7 | 238.9 | 16.7 | % | |||||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | 51.9 | 50.1 | 3.6 | % | |||||||||||||||||||||||||||||||
| Net income (loss) including noncontrolling interest | 226.8 | 188.8 | 20.1 | % | |||||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | — | 0.2 | (100.0) | % | |||||||||||||||||||||||||||||||
| Net income (loss) attributable to Teledyne | $ | 226.8 | $ | 188.6 | 20.3 | % | |||||||||||||||||||||||||||||
| First Quarter | % | ||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Net sales (a): | |||||||||||||||||||||||||||||||||||
| Digital Imaging | $ | 816.9 | $ | 757.0 | 7.9 | % | |||||||||||||||||||||||||||||
| Instrumentation | 361.4 | 343.3 | 5.3 | % | |||||||||||||||||||||||||||||||
Aerospace and Defense Electronics | 277.5 | 242.5 | 14.4 | % | |||||||||||||||||||||||||||||||
| Engineered Systems | 104.3 | 107.1 | (2.6) | % | |||||||||||||||||||||||||||||||
| Total net sales | $ | 1,560.1 | $ | 1,449.9 | 7.6 | % | |||||||||||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||||||||||||||
| Digital Imaging | $ | 141.7 | $ | 122.3 | 15.9 | % | |||||||||||||||||||||||||||||
| Instrumentation | 88.4 | 92.7 | (4.6) | % | |||||||||||||||||||||||||||||||
Aerospace and Defense Electronics | 71.4 | 55.7 | 28.2 | % | |||||||||||||||||||||||||||||||
| Engineered Systems | 11.7 | 10.8 | 8.3 | % | |||||||||||||||||||||||||||||||
| Corporate expense | (19.0) | (22.2) | (14.4) | % | |||||||||||||||||||||||||||||||
| Total operating income (loss) | $ | 294.2 | $ | 259.3 | 13.5 | % | |||||||||||||||||||||||||||||
(a) Net sales exclude inter-segment sales of $5.3 million and $3.8 million for the first quarter of 2026 and 2025, respectively.
22
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.
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.
Net Sales
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 $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
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 $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 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 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 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 $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.
23
Income Tax
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 | |||||||||
| Provision (benefit) for income taxes (a) | $ | 51.9 | $ | 50.1 | |||||||
| Income (loss) before income taxes | $ | 278.7 | $ | 238.9 | |||||||
| Effective tax rate | 18.6% | 21.0% | |||||||||
(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. The Act includes changes to U.S. tax law, including provisions to accelerate tax deductions for qualified property and research expense. 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. The 2026 impact is estimated to include a cash tax reduction of between $60.0 million and $70.0 million.
Segment Results
Segment results include net sales and operating income by segment but exclude corporate office expenses. Corporate expense primarily includes various administrative expenses relating to our corporate office that are not allocated to our segments. See Note 3 to these condensed consolidated financial statements for additional segment information.
Digital Imaging
| First Quarter | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 816.9 | $ | 757.0 | $ | 59.9 | 7.9 | % | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 447.6 | $ | 422.5 | $ | 25.1 | 5.9 | % | |||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | $ | 127.2 | $ | 122.7 | $ | 4.5 | 3.7 | % | |||||||||||||||||||||||||||||||||||||||
Research and development expense | $ | 52.4 | $ | 44.1 | $ | 8.3 | 18.8 | % | |||||||||||||||||||||||||||||||||||||||
| Acquired intangible asset amortization | $ | 48.0 | $ | 45.4 | $ | 2.6 | 5.7 | % | |||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 141.7 | $ | 122.3 | $ | 19.4 | 15.9 | % | |||||||||||||||||||||||||||||||||||||||
| As a percentage of net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 54.8 | % | 55.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | 15.6 | % | 16.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Research and development expense | 6.4 | % | 5.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Acquired intangible asset amortization | 5.9 | % | 6.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating income | 17.3 | % | 16.2 | % | |||||||||||||||||||||||||||||||||||||||||||
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.
24
Instrumentation
| First Quarter | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 361.4 | $ | 343.3 | $ | 18.1 | 5.3 | % | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 190.2 | $ | 173.5 | $ | 16.7 | 9.6 | % | |||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | $ | 54.2 | $ | 49.7 | $ | 4.5 | 9.1 | % | |||||||||||||||||||||||||||||||||||||||
Research and development expense | $ | 25.1 | $ | 24.2 | $ | 0.9 | 3.7 | % | |||||||||||||||||||||||||||||||||||||||
| Acquired intangible asset amortization | $ | 3.5 | $ | 3.2 | $ | 0.3 | 9.4 | % | |||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 88.4 | $ | 92.7 | $ | (4.3) | (4.6) | % | |||||||||||||||||||||||||||||||||||||||
| As a percentage of net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 52.6 | % | 50.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | 15.0 | % | 14.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Research and development expense | 6.9 | % | 7.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Acquired intangible asset amortization | 1.0 | % | 1.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating income | 24.5 | % | 27.0 | % | |||||||||||||||||||||||||||||||||||||||||||
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 $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.
25
Aerospace and Defense Electronics
| First Quarter | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 277.5 | $ | 242.5 | $ | 35.0 | 14.4 | % | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 162.7 | $ | 144.2 | $ | 18.5 | 12.8 | % | |||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | $ | 30.4 | $ | 33.2 | $ | (2.8) | (8.4) | % | |||||||||||||||||||||||||||||||||||||||
Research and development expense | $ | 6.9 | $ | 6.0 | $ | 0.9 | 15.0 | % | |||||||||||||||||||||||||||||||||||||||
| Acquired intangible asset amortization | $ | 6.1 | $ | 3.4 | $ | 2.7 | 79.4 | % | |||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 71.4 | $ | 55.7 | $ | 15.7 | 28.2 | % | |||||||||||||||||||||||||||||||||||||||
| As a percentage of net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 58.6 | % | 59.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | 11.0 | % | 13.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Research and development expense | 2.5 | % | 2.5 | % | |||||||||||||||||||||||||||||||||||||||||||
| Acquired intangible asset amortization | 2.2 | % | 1.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating income | 25.7 | % | 23.0 | % | |||||||||||||||||||||||||||||||||||||||||||
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 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.
26
Engineered Systems
| First Quarter | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 104.3 | $ | 107.1 | $ | (2.8) | (2.6) | % | |||||||||||||||||||||||||||||||||||||||
| Cost of sales | $ | 85.8 | $ | 90.2 | $ | (4.4) | (4.9) | % | |||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | $ | 6.6 | $ | 6.1 | $ | 0.5 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||
Research and development expense | $ | 0.2 | $ | — | $ | 0.2 | * | ||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 11.7 | $ | 10.8 | $ | 0.9 | 8.3 | % | |||||||||||||||||||||||||||||||||||||||
As a percentage of net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 82.3 | % | 84.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | 6.3 | % | 5.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Research and development expense | 0.2 | % | — | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating income | 11.2 | % | 10.1 | % | |||||||||||||||||||||||||||||||||||||||||||
* 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 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 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
Our principal cash and capital requirements are to fund working capital needs, capital expenditures, income tax payments and debt service requirements as well as acquisitions. 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 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 2026 for the domestic qualified pension plans.
Cash and Cash Equivalents
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 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. We have no off-balance sheet financing arrangements that incorporate the use of special purpose entities or unconsolidated entities.
27
We may at any time and from time to time seek to retire or purchase our outstanding debt through cash purchases in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. 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. 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. Shares could be repurchased in a plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program is expected to remain open continuously, and the number of shares purchased will depend on a variety of factors such as share price, levels of cash available, acquisitions and alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions. 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 first quarter of 2026.
Cash Flows
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
Our critical accounting policies and estimates are those that are reflective of significant judgments and uncertainties and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are the following: accounting for revenue recognition; accounting for business combinations, goodwill and acquired intangible assets; and accounting for income taxes.
For additional discussion of the application of the critical accounting policies and other accounting policies, see Note 1 to the condensed consolidated financial statements and also Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Note 2 of the notes to consolidated financial statements included in Teledyne’s 2025 Form 10-K.
28
Safe Harbor Cautionary Statement Regarding Forward-Looking Information
From time to time we make, and this report contains, forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to management’s beliefs about the financial condition, results of operations, acquisitions, capital expenditures, stock repurchases, product synergies, integration costs, tax matters and businesses of Teledyne in the future. Forward-looking statements involve risks and uncertainties, are based on the current expectations of the management of Teledyne and are subject to uncertainty and changes in circumstances. All statements made in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in other sections of this Form 10-Q that are not historical in nature should be considered forward-looking. Actual results could differ materially from these forward-looking statements.
Many factors could change anticipated results, including: 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; escalating economic and diplomatic tension between China and the United States, including a “trade war” resulting in higher tariffs and restrictions on sales of goods and services; 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; U.S. 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; the inability to develop and market new competitive products; changes in relevant tax and other laws; foreign currency exchange risks; rising interest rates; risks associated with indebtedness, as well as our ability to reduce indebtedness and the timing thereof; the impact of semiconductor and other supply chain shortages; higher inflation, including wage competition and higher shipping costs; 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 U.S. GAAP and related standards; disruptions in the global economy; 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; funding, continuation and award of government programs; 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, and economic conditions; threats to the security of our confidential and proprietary information, including cybersecurity threats; risks related to artificial intelligence; natural and man-made disasters; and our ability to achieve emission reduction targets and decrease our carbon footprint. 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. Lower aircraft production rates at Boeing or Airbus could result in reduced sales of our commercial aerospace products. 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 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. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain key management and customers, and achieve identified financial and operating synergies. There are additional risks associated with acquiring, owning and operating businesses internationally, including those arising from U.S. and foreign government policy changes or actions and exchange rate fluctuations.
We continue to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While we believe our control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and may not be detected.
Readers are urged to read our periodic reports filed with the SEC for a more complete description of our Company, its businesses, its strategies and the various risks that we face. Various risks are identified in our 2025 Form 10-K and subsequent Quarterly Reports on Form 10-Q.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the information provided under “Item 7A, Quantitative and Qualitative Disclosure About Market Risk” included in our 2025 Form 10-K.
Item 4. Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to provide reasonable assurance that information required to be disclosed by us in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures and have concluded that the disclosure controls and procedures as of March 29, 2026, are effective at the reasonable assurance level.
In connection with our evaluation during the quarterly period ended March 29, 2026, we have made no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Item 1 of Part I, “Financial Statements—Note 15—Commitments and Contingencies.”
Item 1A. Risk Factors
There are no material changes to the risk factors previously disclosed in our 2025 Form 10-K in response to Item 1A. to Part I of Form 10-K. See also Part I Item 2., Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding tariffs, the conflict in the Middle East, U.S. Government shutdowns and foreign currency exchange rate risks.
Item 5. Other Information
Director and Officer Trading Arrangements
None of the Company’s directors or officers adopted terminated
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Item 6. Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TELEDYNE TECHNOLOGIES INCORPORATED | |||||||||||
DATE: April 24, 2026 | By: | /s/ Stephen F. Blackwood | |||||||||
Stephen F. Blackwood | |||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Authorized Officer) | |||||||||||
33
Exhibit 10.5
Teledyne Technologies Incorporated
Global Terms and Conditions of Stock Option Grant
These Terms and Conditions apply to Stock Options granted under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan.
Date of Grant: _________
SECTION 1: Definitions
Capitalized words used but not defined in below or elsewhere in these Terms and Conditions shall have the meanings ascribed to them in the Plan.
Committee—Personnel and Compensation Committee of the Board of Directors of the Company.
Common Stock or Shares—common stock, $0.01 par value per share, of the Company.
Company—Teledyne Technologies Incorporated and its successors.
Disability—disability of the Optionee, as determined by the Committee or its delegate in its sole and absolute discretion.
Fair Market Value—the closing price of a share of Common Stock on the New York Stock Exchange on the relevant date or, if the relevant date is not a trading day or no shares of Common Stock were traded on such date, on the next preceding date on which shares of Common Stock were traded on the New York Stock Exchange.
Option Period—period of time beginning on the date of grant and ending on the date that is the ten-year anniversary of the date of grant (if not before pursuant to these Terms and Conditions), inclusive of such dates.
Option Shares—shares of Common Stock that may be acquired on the exercise of Stock Options.
Plan—refers to the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, as the same may be amended from time to time.
Retirement—shall mean either (a) early or normal retirement as defined or described under a pension plan or arrangement of the Company or one of its Subsidiaries in which the Optionee participates or (b) a termination of employment with the Company or one of its Subsidiaries provided that the Optionee is at least age 55 at the date of such retirement (except to the extent such retirement treatment would constitute a violation of the laws of any countries outside the U.S., then in such event, the application of the Retirement provision shall be interpreted on a case-by-case basis for any such Optionee located outside the U.S.).
Stock Options or Options—U.S. nonqualified stock options to purchase shares of Common Stock. The Stock Options are not intended to be incentive stock options within the meaning of Section 422 of the U.S. Internal Revenue Code.
Teledyne Confidential; Commercially Sensitive Business Data | ||
SECTION 2: Vesting and Exercise Price
2.1 The Stock Options shall become exercisable cumulatively in accordance with the vesting schedule set forth below (rounded down to the nearest whole share), unless the Committee provides for the delivery of Fractional Share Interests):
•One-third (1/3rd) on first anniversary of the date of grant;
•Additional one-third (1/3rd) on second anniversary of the date of grant; and
•Remaining one-third (1/3rd) on third anniversary of the date of grant.
On the death of the Optionee, all Stock Options shall become immediately and fully exercisable. Vesting of the Stock Options may be accelerated in full on a Change of Control in accordance with the provisions of the Plan and Section 7.1 hereof.
2.2 The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable at any time after the date of grant, to vest the Stock Options, in whole or in part, prior to the time the Stock Options would otherwise vest under the terms hereof. The Committee is not obligated to exercise its discretion in any particular circumstance and is not obligated to make the same or similar determinations with respect to similarly situated participants in the Plan.
2.3 Unless otherwise indicated by the Company, the exercise price shall be equal to the Fair Market Value of the Company’s Common Stock on the date of grant.
SECTION 3: Exercise and Withholding
3.1 The Optionee shall exercise the Stock Options through Computershare’s EquatePlus Platform via the internet, located on the Web at https://www.equateplus.com or through the EquatePlus mobile app, www.equateplus.com, or through the facilities of any other brokerage firm or stock plan service provider that may be designated by the Company in the future (in either case, the “Designated Broker”). The Company reserves the right to change the means of exercising options or the option administration at any time. The Optionee shall pay the full exercise price by: (a) delivering funds to the Designated Broker in the form of cash (in U.S. dollars) or a check (denominated in U.S. dollars) payable to the “Teledyne ESOP”; (b) delivering to the Designated Broker one or more certificates for shares of Common Stock, together with a stock power executed in blank, having a Fair Market Value equal to the exercise price for the Stock Options being exercised; (c) delivering a combination of cash and Common Stock; or (d) at the Company’s discretion and subject to certain conditions, delivering payment to the Designated Broker in accordance with a “cashless exercise” or “same-day sale” exercise program. Shares of Common Stock delivered or withheld in payment of the exercise price of the Stock Options shall be valued at their Fair Market Value on the date of exercise.
3.2 Regardless of any action the Company or Optionee’s employer (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including
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the grant, vesting, or exercise of the Option, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
No payment will be made to Optionee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Optionee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon exercise of the Option; or (iv) accepting from the Optionee the surrender of already-owned Shares, having a Fair Market Value equal to the Tax-Related Items, that have been held for such period of time to avoid adverse accounting consequences.
The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in Optionee’s jurisdiction(s). In the event of over-withholding, Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, Optionee may seek a refund from the local tax authorities. In the event of under-withholding, Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.
If the obligation for Tax-Related Items is satisfied by withholding Shares, the Optionee is deemed to have been issued the full number of Shares purchased for tax purposes, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Optionee’s participation in the Plan. Optionee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Optionee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this section. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.
If the Optionee is a statutory insider of the Company for the purposes of Section 16 of the Exchange Act , the Committee may impose such limitations and restrictions as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.
Teledyne Confidential; Commercially Sensitive Business Data | ||
3.3 As soon as practicable after each exercise of Stock Options and compliance by the Optionee with all applicable conditions, including, but not limited to, the satisfaction of all withholding obligations, the Company will deliver to the Optionee the number of shares of Common Stock which the Optionee shall be entitled to receive (subject to reduction for withholding, if any, as provided in Section 3.2) upon such exercise under the provisions of these Terms and Conditions. Such shares, and any certificates issued to evidence such shares, shall be registered in the name of the Optionee or such other person or entity as the Optionee shall specify at the time such Stock Options are exercised.
3.4 The exercise of Stock Options is subject to the Company’s Insider Trading Policy.
SECTION 4: Termination of Service
4.1 In the event of Termination of Service of the Optionee other than by reason of death, Disability, or Retirement, the right of the Optionee to exercise the Stock Options that the Optionee was entitled to exercise upon Termination of Service shall terminate on the 90th day (or, if such day is not a business day, the next business day) after the date of such Termination of Service, but in no event may such Stock Options be exercised after the expiration of the Option Period. To the extent the right to exercise all or any of the Stock Options has not vested as of the date of Termination of Service, such right shall expire on the date of Termination of Service. The date of Termination of Service shall be the last active day of service performed by the Optionee and this date shall not be extended by any notice of termination period to which the Optionee may be entitled under local law.
4.2 In the event of the Optionee’s Termination of Service by reason of Disability, the Stock Options shall continue to vest in accordance with the schedule set forth in these Terms and Conditions and the right of the Optionee to exercise the Stock Options shall continue, but in no event may such Stock Options be exercised after the expiration of the Option Period.
4.3 In the event of the Optionee’s Termination of Service by reason of Retirement, the right of the Optionee to exercise the vested Stock Options shall continue, but in no event may such vested Stock Options be exercised after the expiration of the Option Period. Any unvested Stock Options are forfeited upon Retirement.
4.4 In the event of the death of the Optionee, all outstanding Stock Options shall vest in full and the right of the Optionee’s beneficiary (as determined pursuant to the Plan) to exercise the Stock Options shall terminate upon the expiration of twelve months from the date of the Optionee’s death, but in no event may such Stock Options be exercised after the expiration of the Option Period.
4.5 In the event of the Optionee’s Termination of Service, the Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable on or any time after the date of grant of the Stock Options, to permit the Stock Options to be exercised, in whole or in part, after the expiration date described in Section 4.1 or Section 4.4, but not after the expiration of the Option Period.
SECTION 5: Data Privacy
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5.1 Authorization to Release and Transfer Certain Personal Information. The Company is located at 1049 Camino Dos Rios, Thousand Oaks, California, USA and offers eligible individuals the opportunity to participate in the Plan, at the Company’s sole discretion. If Optionee would like to participate in the Plan, Optionee understands that Optionee will need to review the information provided in this Section 5 of the Terms and Conditions and, where applicable, declare consent to the processing and/or transfer of personal data as described therein and herein.
(a)Data Collection and Usage. The Company and its Subsidiaries may collect, process and use Optionee’s personal data, including but not limited to, Optionee’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any Shares held in the Company or any of its Subsidiaries, details of all rights to purchase Shares or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in Optionee’s favor, which the Company receives from Optionee or the Employer, for the purpose of implementing, administering and managing the Plan (the “Data”). The Company’s legal basis for the processing of the Data is Optionee’s consent.
(b)Stock Plan Administration Service Providers. The Company and its Subsidiaries may transfer Data to Computershare, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Data with another company that serves in a similar manner. The Company’s service provider will open an account for Optionee. Optionee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Optionee’s ability to participate in the Plan. The Company’s legal basis, where required, for the transfer of the Data is Optionee’s consent.
(c)International Data Transfers. The Company and its service providers are based in the United States. If Optionee is outside of the United States, Optionee should note that his or her country may have enacted data privacy laws that are different from the United States. However, the Company’s legal basis for the transfer of the Data is Optionee’s consent.
(d)Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer, and manage Optionee’s participation in the Plan.
(e)Voluntariness and Consequences of Consent Denial or Withdrawal. Optionee’s participation in the Plan and Optionee’s grant of consent is purely voluntary. Optionee may refuse or withdraw his or her consent at any time. If Optionee does not consent, or if Optionee withdraws his or her consent, Optionee cannot participate in the Plan. This would not affect Optionee’s salary as an employee; Optionee would merely forfeit the opportunities associated with the Plan.
(f)Data Subject Rights. Optionee has a number of rights under data privacy laws in Optionee’s country. Depending on where Optionee is based, his or her rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing, (v) portability of Data, (vi) lodge complaints with competent authorities in Optionee’s country, and/or (vii) review a list with the names and addresses of any potential recipients of the Data. To receive clarification regarding Optionee’s rights or to exercise Optionee’s rights, Optionee may contact his or her local human resources representative.
(g)Optionee also understands that the Company may rely on a different legal basis for the processing or transfer of Data in the future and/or request Optionee to provide another data privacy consent. If applicable and upon request of the Company, Optionee agrees to provide an executed acknowledgement or data privacy consent form to the Company or the Employer (or any other acknowledgements, agreements or consents) that the Company and/or the Employer may deem necessary to obtain under the data
Teledyne Confidential; Commercially Sensitive Business Data | ||
privacy laws in Optionee’s country, either now or in the future. Optionee understands that he or she will not be able to participate in the Plan if Optionee fails to execute any such acknowledgement, agreement or consent requested by the Company and/or the Employer.
Optionee hereby consents to the transfer and processing of Data in furtherance of these Terms and Conditions.
If Optionee agrees with the data processing practices described in this notice, Optionee will confirm his or her consent by accepting the Option by following and clicking on the acceptance prompts on the Designated Broker’s website.
SECTION 6: Nature of Grant
By accepting the Option, Optionee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the Plan is operated and the Option is granted solely by the Company, and only the Company is a party to these Terms and Conditions; accordingly, any rights Optionee may have under these Terms and Conditions, including related to the Option, may be raised only against the Company but not any Subsidiary;
(c) the Option is non-transferrable and non-assignable;
(d) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options even if Options have been granted in the past;
(e) all decisions with respect to future awards of Options or other awards, if any, will be at the sole discretion of the Company;
(f) Optionee’s participation in the Plan is voluntary;
(g) the Option and the Shares subject to the Option are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of Optionee’s employment contract, if any;
(h) the Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;
(i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(j) the future value of the underlying Shares is unknown and cannot be predicted with certainty; further, if Optionee exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease, even below the exercise price;
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(k) Optionee also understands that neither the Company, nor any Subsidiary is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; and
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from (ii) the Optionee's Termination of Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any) or (ii) enforcement of any applicable recoupment or clawback policy of such Options or any Shares or other benefits or payments relating to the Option.
SECTION 7: Miscellaneous
7.1 The number and kind of Option Shares issuable upon the exercise of the Stock Options and the exercise price for such shares shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the shares issuable upon the exercise of the Stock Options as set forth in the Plan. In the event of a Change in Control (as defined in the Plan), each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Committee may cause any or all of such Options to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Options to lapse. If an Option is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Committee shall notify the Optionee that the Option shall be fully exercisable beginning prior to the Change in Control contingent on the occurrence of the Change in Control, and the Option shall terminate on the Change in Control. An Option shall be considered assumed if, following the Change in Control, the Option confers the right to purchase or receive, for each share of Common Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject to an Option, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.
7.2 Whenever the word “Optionee” is used in any provision hereof under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Stock Options may be transferred by will or by the laws of descent and distribution or pursuant to Section 4.4 hereof, the word “Optionee” shall be deemed to include such person or persons.
7.3 The Stock Options granted hereunder are not transferable by the Optionee otherwise than by will or the laws of descent and distribution and are exercisable during the Optionee's lifetime only by the Optionee. Except as provided in this paragraph, no assignment or transfer of the Stock Options granted hereunder, or of the rights represented thereby, whether voluntary or
Teledyne Confidential; Commercially Sensitive Business Data | ||
involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution) shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer the Stock Options shall terminate and become of no further effect.
7.4 The Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which the Stock Options evidenced hereby shall not have been exercised, as herein provided, until such shares have been issued to Optionee by the Company hereunder.
7.5 The existence of the Stock Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
7.6 Notwithstanding any other provision hereof, the Optionee hereby agrees that the Optionee will not exercise the Stock Options, and that the Company will not be obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Optionee or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company shall in no event be obligated to register any securities pursuant to the Securities Act or to take any other affirmative action in order to cause the exercise of the Stock Options or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority.
7.7 The Optionee shall deliver to the Committee, upon demand by the Company, at the time of delivery of Option Shares acquired pursuant to Stock Options evidenced hereby, a written representation that the shares to be acquired are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior to delivery of any such shares shall be a condition precedent to the right of Optionee to receive any shares. All certificates for Option Shares delivered under the Plan or book entries evidencing such Option Shares shall be subject to such restrictions as the Committee may deem advisable under any applicable federal, state or non-U.S. securities law, and the Committee may cause a legend or legends to be endorsed on any such certificates or book entries making appropriate reference to such restrictions.
7.8 No amounts of income received by an Optionee pursuant to the Stock Options shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or any of its Subsidiaries, unless otherwise expressly provided in such plan.
7.9 Nothing in the Plan or in these Terms and Conditions shall confer upon the Optionee the right to continue in the employ or service of the Company or any Subsidiary or affect any right that the Company or a Subsidiary may have to terminate the employment or service of the Optionee provided consistent with applicable local law and the terms of any employment contract.
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7.10 The Board may at any time terminate the Plan or any part thereof and may, from time to time, amend the Plan as it may deem advisable; provided, however, the termination or amendment of the Plan shall not, without the consent of the Optionee, adversely affect the Optionee's rights under these Terms and Conditions, unless the Committee determines that such action is necessary or advisable to comply with applicable laws.
7.11 Every notice or other communication relating to the Stock Options shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by the party in a notice mailed or delivered to the other party as herein provided; provided however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed, faxed or delivered to Company at its executive offices directed to the attention of Executive Vice President, General Counsel and Secretary, or her designee, and all notices or communications by the Company to the Optionee may be given to the Optionee personally or may be mailed or delivered to the Optionee at the address on file with the Company unless the Optionee, in writing, provides the Company with a different address. For purposes of the foregoing, notice delivered by electronic mail in accordance with the foregoing requirements shall be deemed to constitute notice “mailed.”
7.12 Nothing in these Terms and Conditions or otherwise shall obligate the Committee to vest any of the Stock Options, or to permit the Stock Options to be exercised other than in accordance with the terms hereof or to grant any waivers of the terms of the Stock Options, regardless of what actions the Company, the Board or the Committee may take or waivers the Company, the Board or the Committee may grant under the terms of or with respect to any stock options now or hereafter granted to the Optionee or any other person.
7.13 The terms of the Plan shall govern these Terms and Conditions and the Stock Options. In the event any provisions of these Terms and Conditions or the Stock Options shall conflict with any term in the Plan as constituted on the date of the grant of the Stock Options, the term in the Plan as constituted on the date of the grant of the Stock Options shall control. Except as set forth in the Plan or as may be necessary or advisable to comply with applicable laws, the terms of the Stock Options may not be changed so as to materially decrease the value of the Stock Options without the express approval of the Optionee.
7.14 No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of these Terms and Conditions, or the Stock Options or any rule or procedure established by the Committee.
7.15 Wherever possible, these Terms and Conditions, and the Stock Options shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of thereof shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of these Terms and Conditions, and the Stock Options shall remain in full force and effect.
7.16 The Stock Options and these Terms and Conditions shall be governed by the laws of the State of Delaware applicable to agreements made and performed wholly within the State of Delaware (regardless of the laws that might otherwise govern under applicable conflicts of law principles). For purposes of litigating any dispute concerning these Terms and Conditions or the Plan, Optionee consents to the jurisdiction of the State of California and agrees that such
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litigation shall be conducted in the courts of Ventura County, California, or the federal courts for the United States for the Central District of California, and no other courts, where this grant is made and/or to be performed.
7.17 The Stock Options and these Terms and Conditions set forth a complete understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings with respect thereto. Except as expressly set forth in these Terms and Conditions, the Company makes no representations, warranties or covenants with the Optionee with respect to the Stock Options and these Terms and Conditions, including with respect to the current or future value of the shares subject to the Stock Options. Any modification, amendment or waiver to these Terms and Conditions will be effective only if it is in writing signed by the Company and the Optionee. The failure of any party to enforce at any time any provision of these Terms and Conditions shall not be construed to be a waiver of that or any other provision of these Terms and Conditions.
7.18 The Stock Options will be subject to these Terms and Conditions and the Plan whether or not these Terms and Conditions are agreed to in writing or acknowledged electronically by you or the Company.
7.19 The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the underlying Shares. Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
7.20 The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
7.21 Optionee acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English, so as to allow Optionee to understand these Terms and Conditions. Furthermore, if Optionee has received these Terms and Conditions, the Appendix (as defined below) and/or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by applicable law.
7.22 The Company reserves the right to impose other requirements on Optionee’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
7.23 Notwithstanding any provisions in these Terms and Conditions, the Options shall be subject to any additional terms and conditions set forth in any appendix to these Terms and Conditions (the “Appendix”) for Optionee’s country. Moreover, if Optionee relocates to one of the countries included in the Appendix, the additional terms and conditions for such country will
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apply to Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of these Terms and Conditions.
7.24 The Stock Option, Option Shares and any proceeds therefrom shall be (a) subject to the provisions of any claw-back policy implemented by the Company, as contemplated by the Plan, including, without limitation, the Compensation Recoupment Policy effective as of October 2, 2023, or any successor policy, and (b) subject to deduction, clawback or forfeiture to the extent required to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards. In order to satisfy any recoupment obligation arising under the Compensation Recoupment Policy or otherwise under applicable laws, rules, regulations or stock exchange listing standards, among other things, Optionee expressly and explicitly authorizes the Company to issue instructions, on Optionee’s behalf, to the Designated Broker to re-convey, transfer or otherwise return such shares and/or other amounts to the Company upon the Company’s enforcement of the Compensation Recoupment Policy or any other applicable recoupment obligation.
7.25 Depending on Optionee’s country or the country in which the Shares are listed, Optionee may be subject to insider trading restrictions and/or market abuse laws in the applicable jurisdictions which may affect Optionee’s ability to accept, acquire, sell, attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., Options) during such times as Optionee is considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Optionee places before possessing the inside information. Furthermore, Optionee understands and agrees that such local laws may prohibit Optionee from (a) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (b) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s then applicable Insider Trading Policy. Optionee understands that he or she is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this matter.
7.26 Depending on Optionee’s country, Optionee may be subject to foreign asset or account, exchange control and/or tax reporting requirements as a result of Optionee’s right to acquire, hold, and/or transfer of Shares or cash resulting from participation in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. Optionee may be required to report such assets, accounts, account balances and values, and/or related transactions to applicable authorities in Optionee’s country. Optionee also may be required to repatriate sale proceeds or other funds received as a result of Optionee’s participation in the Plan to Optionee’s country through a designated bank or broker and/or within a certain time after receipt. Optionee acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset or account, exchange control and tax reporting and other requirements. Optionee further understands that he or she should consult his or her personal tax and legal advisors, as applicable, on these matters.
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APPENDIX
ADDITIONAL TERMS AND CONDITIONS OF THE TELEDYNE TECHNOLOGIES
INCORPORATED INTERNATIONAL TERMS AND CONDITIONS OF
STOCK OPTION GRANT
Terms and Conditions
This Appendix includes additional terms and conditions that govern the Options granted to Optionee under the Plan if Optionee resides in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or these Terms and Conditions.
Notifications
This Appendix also includes information regarding exchange controls and certain other issues of which Optionee should be aware with respect to Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Optionee not rely on the information in this Appendix as the only source of information relating to the consequences of Optionee’s participation in the Plan because the information may be out of date at the time that Optionee exercises the Option Shares or sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Optionee’s particular situation and the Company is not in a position to assure Optionee of any particular result. Accordingly, Optionee is advised to seek appropriate professional advice as to how the relevant laws in Optionee’s country may apply to Optionee’s situation.
Finally, if Optionee is a citizen or resident of a country other than the one in which Optionee is currently working, the information contained herein may not be applicable to Optionee.
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CANADA
Terms and Conditions
Manner of Exercising Option. The following provision supplements Section 3 of the Terms and Conditions:
Due to regulatory requirements, Optionee is prohibited from surrendering Shares that Optionee already owns to pay the exercise price or any Tax-Related Items in connection with the exercise of his or her Option.
Termination of Service.
For purposes of the Option, and except as explicitly and minimally required under applicable legislation or expressly provided under the terms of the Terms and Conditions, Optionee will be considered to have incurred a Termination of Service on, and Optionee’s right, if any, to earn, seek damages in lieu of, exercise or otherwise benefit from or participate in any portion of the Option or in the Plan will be measured by reference to, the date Optionee is no longer actually providing services to the Company or any Subsidiary (the “Termination Date”), regardless of the reason for such termination and whether or not later found to be invalid or unlawful for any reason or in breach of applicable laws or rules in the jurisdiction where Optionee is employed or providing services or the terms of Optionee’s employment agreement, if any.
Except as explicitly and minimally required by applicable legislation, the Termination Date shall not include or be extended by any period during which notice, pay in lieu of notice, or any related payments or damages are provided or required to be provided under statute, contract, common law, civil law or otherwise. Except as provided in the Terms and Conditions, Optionee will not earn or be entitled to any pro-rated vesting or other benefits or participation under the Plan for that portion of time before the Termination Date, nor will Optionee be entitled to compensation for lost vesting, benefits or other participation.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting, exercisability or other participation during a statutory notice period, Optionee’s right to vest in or exercise the Option or otherwise benefit from or participate in the Plan, if any, will terminate effective upon the expiry of the minimum statutory notice period. Optionee will not earn or be entitled to pro-rated vesting, exercisability or other benefits or participation if the vesting date falls after the end of the statutory notice period, nor will Optionee be entitled to any compensation for lost vesting, exercisability, benefits or other participation. Further, a period during which Optionee is actually providing services to the Company or any Subsidiary excludes any leave of absence other than to the minimum extent required under applicable human rights or employment standards legislation or permitted by the Company. For further clarity, any reference to a Termination of Service, the termination or cessation of Optionee’s service or employment, the termination or severance of the employer-employee relationship, or a termination date under the Terms and Conditions or the Plan will be interpreted to mean the Termination Date.
Subject to applicable legislation, if the date Optionee is no longer actually providing services cannot be reasonably determined under the terms of the Terms and Conditions or the Plan, the Company, in its sole discretion, will determine the date Optionee is no longer providing services
(including whether Optionee may still be considered to be providing services while on a leave of absence).
Data Privacy Consent. The following provision applies if Optionee resides in Quebec and it supplements Section 5 of the Terms and Conditions:
Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. Optionee further authorizes the Company, any Subsidiary and any third-party stock plan service provider, to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in Optionee’s file. Optionee acknowledges and agrees that his or her personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. Finally, Optionee acknowledges and authorizes the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on Optionee or the administration of the Plan.
Notifications
Tax Information. All or a portion of the Shares subject to the Option may be “non-qualified securities” within the meaning of the Income Tax Act (Canada).
Securities Law Information. Optionee will not be permitted to sell or otherwise dispose of any Shares acquired upon exercise of the Option within Canada. Optionee will only be permitted to sell or dispose of any Shares acquired under the Plan if such sale or disposal takes place outside Canada on the facilities on which such Shares are traded.
Foreign Asset/Account Reporting Information. Optionee is required to report certain specified foreign property, including Shares and rights to receive Shares (e.g., Options), on form T1135 (Foreign Income Verification Statement) if the total cost of Optionee’s specified foreign property exceeds C$100,000 at any time in the year. Thus, the Option must be reported - generally at a nil cost - if the C$100,000 value threshold is exceeded because of other specified foreign property Optionee holds. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the Fair Market Value of the Shares at the time of acquisition, but if other Shares are also owned, this ACB may have to be averaged with the ACB of the other Shares. Optionee should consult his or her personal tax advisor to ensure compliance with applicable reporting obligations.
DENMARK
Terms and Conditions
Danish Stock Option Act. By accepting the Option, Optionee acknowledge that he or she has received an Employer Statement translated into Danish, which includes a description of the terms of the Option as required by the Danish Stock Option Act to the extent that the Danish Stock Option Act applies to the Option.
Notifications
Foreign Asset/Account Reporting Information. Optionee understands that if he or she establishes an account holding Shares or cash outside Denmark, he or she must report the account to the Danish Tax Administration. The form may be obtained by a local bank.
NETHERLANDS
Terms and Conditions
Nature of Grant. The following provision supplements Section 6 of these Terms and Conditions:
By accepting the Option, Optionee acknowledges and agrees that the Option is intended as an incentive for Optionee to remain in the service of the Employer and is not intended as remuneration for labor performed.
SPAIN
Terms and Conditions
Nature of Grant. The following provision supplements Section 6 of these Terms and Conditions:
By accepting the Option, Optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.
Optionee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Option under the Plan to individuals who may be employees of the Company or Subsidiary throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that (i) any grant will not bind the Company or any Subsidiary other than as expressly set forth in the Terms and Conditions (i.e., the Option is not to be considered an acquired right or more beneficial condition to be repeated in the future); (ii) the Option and any Shares acquired under the Plan are not part of any employment or service contract (either with the Company or with any Subsidiary) and shall not be considered a mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever; and (iii) unless otherwise expressly provided for by the Company or set forth in the Plan or these Terms and Conditions, the Option will cease vesting upon Optionee’s Termination of Service, as detailed below.
Further, Optionee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or these Terms and Conditions, the Option will be cancelled without entitlement to any Shares underlying the Option if Optionee’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree
1382/1985. The Company, in its sole discretion, shall determine the date when a Termination of Service has occurred for purposes of the Option.
In addition, Optionee understands that the grant of the Options would not be made but for the assumptions and conditions referred to above; thus, Optionee acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Options shall be null and void.
Notifications
Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Option under the Plan. Neither the Plan nor these Terms and Conditions have been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Information. Optionee is required to electronically declare to the Bank of Spain any security accounts (including brokerage accounts held abroad), as well as the securities (including Shares acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior year or the balances of such accounts as of December 31 of the prior year exceeds EUR 1 million.
Different thresholds and deadlines to file this declaration apply. However, if neither such transactions during the immediately preceding year nor the balances / positions as of December 31 exceed EUR 1 million, no such declaration must be filed unless expressly required by the Bank of Spain. If any of such thresholds were exceeded during the current year, Optionee may be required to file the relevant declaration corresponding to the prior year; however, a summarized form of declaration may be available.
Foreign Asset/Account Reporting Information. To the extent Optionee holds rights or assets (e.g., cash or Shares held in a bank or brokerage account) outside Spain with a value in excess of EUR 50,000 per type of right or asset as of December 31 each year (or at any time during the year in which Optionee sells or disposes of such right or asset), Optionee is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than EUR 20,000. Optionee should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.
SWEDEN
Terms and Conditions
Authorization to Withhold. The following provision supplements Section 3.2 of these Terms and Conditions:
Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 3.2 of these Terms and Conditions, by accepting the Option, Optionee authorizes the Company and/or the Employer to withhold Shares or to sell Shares otherwise deliverable to Optionee upon exercise to satisfy Tax-Related Items,
regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.
UNITED KINGDOM
Terms and Conditions
Responsibility for Taxes. The following provisions supplement Section 3.2 of these Terms and Conditions:
Without limitation to Section 3.2 of these Terms and Conditions, Optionee agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by HM Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). Optionee also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold on Optionee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event Optionee is a director or executive officer and the income tax is not collected from or paid by Optionee within ninety (90) days of the end of the U.K. tax year in which the event giving rise to indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to Optionee on which additional income tax and National Insurance contributions (“NICs”) may be payable. Optionee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of the NICs due on this additional benefit, which the Company or the Employer may collect from Optionee by any of the means referred to in Section 3.2 of these Terms and Conditions.
Exhibit 10.6
Teledyne Technologies Incorporated
Global Terms and Conditions of Stock Option Grant
These Terms and Conditions apply to Stock Options granted under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan.
Date of Grant: ________
SECTION 1: Definitions
Capitalized words used but not defined in below or elsewhere in these Terms and Conditions shall have the meanings ascribed to them in the Plan.
Committee—Personnel and Compensation Committee of the Board of Directors of the Company.
Common Stock or Shares—common stock, $0.01 par value per share, of the Company.
Company—Teledyne Technologies Incorporated and its successors.
Disability—disability of the Optionee, as determined by the Committee or its delegate in its sole and absolute discretion.
Fair Market Value—the closing price of a share of Common Stock on the New York Stock Exchange on the relevant date or, if the relevant date is not a trading day or no shares of Common Stock were traded on such date, on the next preceding date on which shares of Common Stock were traded on the New York Stock Exchange.
Option Period—period of time beginning on the date of grant and ending on the date that is the ten-year anniversary of the date of grant (if not before pursuant to these Terms and Conditions), inclusive of such dates.
Option Shares—shares of Common Stock that may be acquired on the exercise of Stock Options.
Plan—refers to the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, as the same may be amended from time to time.
Retirement—shall mean either (a) early or normal retirement as defined or described under a pension plan or arrangement of the Company or one of its Subsidiaries in which the Optionee participates or (b) a termination of employment with the Company or one of its Subsidiaries provided that the Optionee is at least age 55 at the date of such retirement (except to the extent such retirement treatment would constitute a violation of the laws of any countries outside the U.S., then in such event, the application of the Retirement provision shall be interpreted on a case-by-case basis for any such Optionee located outside the U.S.).
Stock Options or Options—U.S. nonqualified stock options to purchase shares of Common Stock. The Stock Options are not intended to be incentive stock options within the meaning of Section 422 of the U.S. Internal Revenue Code.
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SECTION 2: Vesting and Exercise Price
2.1 The Stock Options shall become exercisable cumulatively in accordance with the vesting schedule set forth below (rounded down to the nearest whole share), unless the Committee provides for the delivery of Fractional Share Interests):
•One-third (1/3rd) on first anniversary of the date of grant;
•Additional one-third (1/3rd) on second anniversary of the date of grant; and
•Remaining one-third (1/3rd) on third anniversary of the date of grant.
On the death of the Optionee, all Stock Options shall become immediately and fully exercisable. Vesting of the Stock Options may be accelerated in full on a Change of Control in accordance with the provisions of the Plan and Section 7.1 hereof.
2.2 The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable at any time after the date of grant, to vest the Stock Options, in whole or in part, prior to the time the Stock Options would otherwise vest under the terms hereof. The Committee is not obligated to exercise its discretion in any particular circumstance and is not obligated to make the same or similar determinations with respect to similarly situated participants in the Plan.
2.3 Unless otherwise indicated by the Company, the exercise price shall be equal to the Fair Market Value of the Company’s Common Stock on the date of grant.
SECTION 3: Exercise and Withholding
3.1 The Optionee shall exercise the Stock Options through Computershare’s EquatePlus Platform via the internet, located on the Web at https://www.equateplus.com or through the EquatePlus mobile app, www.equateplus.com, or through the facilities of any other brokerage firm or stock plan service provider that may be designated by the Company in the future (in either case, the “Designated Broker”). The Company reserves the right to change the means of exercising options or the option administration at any time. The Optionee shall pay the full exercise price by: (a) delivering funds to the Designated Broker in the form of cash (in U.S. dollars) or a check (denominated in U.S. dollars) payable to the “Teledyne ESOP”; (b) delivering to the Designated Broker one or more certificates for shares of Common Stock, together with a stock power executed in blank, having a Fair Market Value equal to the exercise price for the Stock Options being exercised; (c) delivering a combination of cash and Common Stock; or (d) at the Company’s discretion and subject to certain conditions, delivering payment to the Designated Broker in accordance with a “cashless exercise” or “same-day sale” exercise program. Shares of Common Stock delivered or withheld in payment of the exercise price of the Stock Options shall be valued at their Fair Market Value on the date of exercise.
3.2 Regardless of any action the Company or Optionee’s employer (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including
the grant, vesting, or exercise of the Option, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
No payment will be made to Optionee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Optionee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i) withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon exercise of the Option; or (iv) accepting from the Optionee the surrender of already-owned Shares, having a Fair Market Value equal to the Tax-Related Items, that have been held for such period of time to avoid adverse accounting consequences.
The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in Optionee’s jurisdiction(s). In the event of over-withholding, Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, Optionee may seek a refund from the local tax authorities. In the event of under-withholding, Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.
If the obligation for Tax-Related Items is satisfied by withholding Shares, the Optionee is deemed to have been issued the full number of Shares purchased for tax purposes, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Optionee’s participation in the Plan. Optionee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Optionee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this section. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.
If the Optionee is a statutory insider of the Company for the purposes of Section 16 of the Exchange Act , the Committee may impose such limitations and restrictions as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.
3.3 As soon as practicable after each exercise of Stock Options and compliance by the Optionee with all applicable conditions, including, but not limited to, the satisfaction of all withholding obligations, the Company will deliver to the Optionee the number of shares of Common Stock which the Optionee shall be entitled to receive (subject to reduction for withholding, if any, as provided in Section 3.2) upon such exercise under the provisions of these Terms and Conditions. Such shares, and any certificates issued to evidence such shares, shall be registered in the name of the Optionee or such other person or entity as the Optionee shall specify at the time such Stock Options are exercised.
3.4 The exercise of Stock Options is subject to the Company’s Insider Trading Policy.
SECTION 4: Termination of Service
4.1 In the event of Termination of Service of the Optionee other than by reason of death, the Stock Options shall continue to vest in accordance with the schedule set forth herein and the right of the Optionee to exercise the Stock Options shall continue, but in no event may such Stock Options be exercised after the expiration of the Option Period.
4.2 In the event of the death of the Optionee, all outstanding Stock Options shall vest in full and the right of the Optionee’s beneficiary (as determined pursuant to the Plan) to exercise the Stock Options shall terminate upon the expiration of twelve months from the date of the Optionee’s death, but in no event may such Stock Options be exercised after the expiration of the Option Period.
4.5 In the event of the Optionee’s Termination of Service, the Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable on or any time after the date of grant of the Stock Options, to permit the Stock Options to be exercised, in whole or in part, after the expiration date described in Section 4.1 or Section 4.2, but not after the expiration of the Option Period.
SECTION 5: Data Privacy
5.1 Authorization to Release and Transfer Certain Personal Information. The Company is located at 1049 Camino Dos Rios, Thousand Oaks, California, USA and offers eligible individuals the opportunity to participate in the Plan, at the Company’s sole discretion. If Optionee would like to participate in the Plan, Optionee understands that Optionee will need to review the information provided in this Section 5 of the Terms and Conditions and, where applicable, declare consent to the processing and/or transfer of personal data as described therein and herein.
(a)Data Collection and Usage. The Company and its Subsidiaries may collect, process and use Optionee’s personal data, including but not limited to, Optionee’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any Shares held in the Company or any of its Subsidiaries, details of all rights to purchase Shares or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in Optionee’s favor, which the Company receives from Optionee or the Employer, for the purpose of implementing, administering and managing the Plan (the “Data”). The Company’s legal basis for the processing of the Data is Optionee’s consent.
(b)Stock Plan Administration Service Providers. The Company and its Subsidiaries may transfer Data to Computershare, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service
provider and share the Data with another company that serves in a similar manner. The Company’s service provider will open an account for Optionee. Optionee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Optionee’s ability to participate in the Plan. The Company’s legal basis, where required, for the transfer of the Data is Optionee’s consent.
(c)International Data Transfers. The Company and its service providers are based in the United States. If Optionee is outside of the United States, Optionee should note that his or her country may have enacted data privacy laws that are different from the United States. However, the Company’s legal basis for the transfer of the Data is Optionee’s consent.
(d)Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer, and manage Optionee’s participation in the Plan.
(e)Voluntariness and Consequences of Consent Denial or Withdrawal. Optionee’s participation in the Plan and Optionee’s grant of consent is purely voluntary. Optionee may refuse or withdraw his or her consent at any time. If Optionee does not consent, or if Optionee withdraws his or her consent, Optionee cannot participate in the Plan. This would not affect Optionee’s salary as an employee; Optionee would merely forfeit the opportunities associated with the Plan.
(f)Data Subject Rights. Optionee has a number of rights under data privacy laws in Optionee’s country. Depending on where Optionee is based, his or her rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing, (v) portability of Data, (vi) lodge complaints with competent authorities in Optionee’s country, and/or (vii) review a list with the names and addresses of any potential recipients of the Data. To receive clarification regarding Optionee’s rights or to exercise Optionee’s rights, Optionee may contact his or her local human resources representative.
(g)Optionee also understands that the Company may rely on a different legal basis for the processing or transfer of Data in the future and/or request Optionee to provide another data privacy consent. If applicable and upon request of the Company, Optionee agrees to provide an executed acknowledgement or data privacy consent form to the Company or the Employer (or any other acknowledgements, agreements or consents) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in Optionee’s country, either now or in the future. Optionee understands that he or she will not be able to participate in the Plan if Optionee fails to execute any such acknowledgement, agreement or consent requested by the Company and/or the Employer.
Optionee hereby consents to the transfer and processing of Data in furtherance of these Terms and Conditions.
If Optionee agrees with the data processing practices described in this notice, Optionee will confirm his or her consent by accepting the Option by following and clicking on the acceptance prompts on the Designated Broker’s website.
SECTION 6: Nature of Grant
By accepting the Option, Optionee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the Plan is operated and the Option is granted solely by the Company, and only the Company is a party to these Terms and Conditions; accordingly, any rights Optionee may have under these Terms and Conditions, including related to the Option, may be raised only against the Company but not any Subsidiary;
(c) the Option is non-transferrable and non-assignable;
(d) the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options even if Options have been granted in the past;
(e) all decisions with respect to future awards of Options or other awards, if any, will be at the sole discretion of the Company;
(f) Optionee’s participation in the Plan is voluntary;
(g) the Option and the Shares subject to the Option are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of Optionee’s employment contract, if any;
(h) the Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;
(i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(j) the future value of the underlying Shares is unknown and cannot be predicted with certainty; further, if Optionee exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease, even below the exercise price;
(k) Optionee also understands that neither the Company, nor any Subsidiary is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; and
(l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from (ii) the Optionee's Termination of Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any) or (ii) enforcement of any applicable recoupment or clawback policy of such Options or any Shares or other benefits or payments relating to the Option.
SECTION 7: Miscellaneous
7.1 The number and kind of Option Shares issuable upon the exercise of the Stock Options and the exercise price for such shares shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the shares issuable upon the exercise of the
Stock Options as set forth in the Plan. In the event of a Change in Control (as defined in the Plan), each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Committee may cause any or all of such Options to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Options to lapse. If an Option is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Committee shall notify the Optionee that the Option shall be fully exercisable beginning prior to the Change in Control contingent on the occurrence of the Change in Control, and the Option shall terminate on the Change in Control. An Option shall be considered assumed if, following the Change in Control, the Option confers the right to purchase or receive, for each share of Common Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject to an Option, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.
7.2 Whenever the word “Optionee” is used in any provision hereof under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Stock Options may be transferred by will or by the laws of descent and distribution or pursuant to Section 4.4 hereof, the word “Optionee” shall be deemed to include such person or persons.
7.3 The Stock Options granted hereunder are not transferable by the Optionee otherwise than by will or the laws of descent and distribution and are exercisable during the Optionee's lifetime only by the Optionee. Except as provided in this paragraph, no assignment or transfer of the Stock Options granted hereunder, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution) shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer the Stock Options shall terminate and become of no further effect.
7.4 The Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which the Stock Options evidenced hereby shall not have been exercised, as herein provided, until such shares have been issued to Optionee by the Company hereunder.
7.5 The existence of the Stock Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
7.6 Notwithstanding any other provision hereof, the Optionee hereby agrees that the Optionee will not exercise the Stock Options, and that the Company will not be obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Optionee or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company shall in no event be obligated to register any securities pursuant to the Securities Act or to take any other affirmative action in order to cause the exercise of the Stock Options or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority.
7.7 The Optionee shall deliver to the Committee, upon demand by the Company, at the time of delivery of Option Shares acquired pursuant to Stock Options evidenced hereby, a written representation that the shares to be acquired are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior to delivery of any such shares shall be a condition precedent to the right of Optionee to receive any shares. All certificates for Option Shares delivered under the Plan or book entries evidencing such Option Shares shall be subject to such restrictions as the Committee may deem advisable under any applicable federal, state or non-U.S. securities law, and the Committee may cause a legend or legends to be endorsed on any such certificates or book entries making appropriate reference to such restrictions.
7.8 No amounts of income received by an Optionee pursuant to the Stock Options shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or any of its Subsidiaries, unless otherwise expressly provided in such plan.
7.9 Nothing in the Plan or in these Terms and Conditions shall confer upon the Optionee the right to continue in the employ or service of the Company or any Subsidiary or affect any right that the Company or a Subsidiary may have to terminate the employment or service of the Optionee provided consistent with applicable local law and the terms of any employment contract.
7.10 The Board may at any time terminate the Plan or any part thereof and may, from time to time, amend the Plan as it may deem advisable; provided, however, the termination or amendment of the Plan shall not, without the consent of the Optionee, adversely affect the Optionee's rights under these Terms and Conditions, unless the Committee determines that such action is necessary or advisable to comply with applicable laws.
7.11 Every notice or other communication relating to the Stock Options shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by the party in a notice mailed or delivered to the other party as herein provided; provided however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed, faxed or delivered to Company at its executive offices directed to the attention of Executive Vice President, General Counsel and Secretary, or her designee, and all notices or communications by the Company to the Optionee may be given to the Optionee personally or may be mailed or delivered to the Optionee at the address on file with the Company unless the Optionee, in writing, provides the Company with a different address. For purposes of the foregoing, notice delivered by electronic mail in accordance with the foregoing requirements shall be deemed to constitute notice “mailed.”
7.12 Nothing in these Terms and Conditions or otherwise shall obligate the Committee to vest any of the Stock Options, or to permit the Stock Options to be exercised other than in accordance with the terms hereof or to grant any waivers of the terms of the Stock Options, regardless of what actions the Company, the Board or the Committee may take or waivers the Company, the Board or the Committee may grant under the terms of or with respect to any stock options now or hereafter granted to the Optionee or any other person.
7.13 The terms of the Plan shall govern these Terms and Conditions and the Stock Options. In the event any provisions of these Terms and Conditions or the Stock Options shall conflict with any term in the Plan as constituted on the date of the grant of the Stock Options, the term in the Plan as constituted on the date of the grant of the Stock Options shall control. Except as set forth in the Plan or as may be necessary or advisable to comply with applicable laws, the terms of the Stock Options may not be changed so as to materially decrease the value of the Stock Options without the express approval of the Optionee.
7.14 No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of these Terms and Conditions, or the Stock Options or any rule or procedure established by the Committee.
7.15 Wherever possible, these Terms and Conditions, and the Stock Options shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of thereof shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of these Terms and Conditions, and the Stock Options shall remain in full force and effect.
7.16 The Stock Options and these Terms and Conditions shall be governed by the laws of the State of Delaware applicable to agreements made and performed wholly within the State of Delaware (regardless of the laws that might otherwise govern under applicable conflicts of law principles). For purposes of litigating any dispute concerning these Terms and Conditions or the Plan, Optionee consents to the jurisdiction of the State of California and agrees that such litigation shall be conducted in the courts of Ventura County, California, or the federal courts for the United States for the Central District of California, and no other courts, where this grant is made and/or to be performed.
7.17 The Stock Options and these Terms and Conditions set forth a complete understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings with respect thereto. Except as expressly set forth in these Terms and Conditions, the Company makes no representations, warranties or covenants with the Optionee with respect to the Stock Options and these Terms and Conditions, including with respect to the current or future value of the shares subject to the Stock Options. Any modification, amendment or waiver to these Terms and Conditions will be effective only if it is in writing signed by the Company and the Optionee. The failure of any party to enforce at any time any provision of these Terms and Conditions shall not be construed to be a waiver of that or any other provision of these Terms and Conditions.
7.18 The Stock Options will be subject to these Terms and Conditions and the Plan whether or not these Terms and Conditions are agreed to in writing or acknowledged electronically by you or the Company.
7.19 The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s acquisition or sale of the underlying Shares. Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
7.20 The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
7.21 Optionee acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English, so as to allow Optionee to understand these Terms and Conditions. Furthermore, if Optionee has received these Terms and Conditions, the Appendix (as defined below) and/or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by applicable law.
7.22 The Company reserves the right to impose other requirements on Optionee’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
7.23 Notwithstanding any provisions in these Terms and Conditions, the Options shall be subject to any additional terms and conditions set forth in any appendix to these Terms and Conditions (the “Appendix”) for Optionee’s country. Moreover, if Optionee relocates to one of the countries included in the Appendix, the additional terms and conditions for such country will apply to Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of these Terms and Conditions.
7.24 The Stock Option, Option Shares and any proceeds therefrom shall be (a) subject to the provisions of any claw-back policy implemented by the Company, as contemplated by the Plan, including, without limitation, the Compensation Recoupment Policy effective as of October 2, 2023, or any successor policy, and (b) subject to deduction, clawback or forfeiture to the extent required to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards. In order to satisfy any recoupment obligation arising under the Compensation Recoupment Policy or otherwise under applicable laws, rules, regulations or stock exchange listing standards, among other things, Optionee expressly and explicitly authorizes the Company to issue instructions, on Optionee’s behalf, to the Designated Broker to re-convey, transfer or otherwise return such shares and/or other amounts to the Company upon the Company’s enforcement of the Compensation Recoupment Policy or any other applicable recoupment obligation.
7.25 Depending on Optionee’s country or the country in which the Shares are listed, Optionee may be subject to insider trading restrictions and/or market abuse laws in the applicable
jurisdictions which may affect Optionee’s ability to accept, acquire, sell, attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., Options) during such times as Optionee is considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Optionee places before possessing the inside information. Furthermore, Optionee understands and agrees that such local laws may prohibit Optionee from (a) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (b) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s then applicable Insider Trading Policy. Optionee understands that he or she is responsible for ensuring compliance with any applicable restrictions and should consult with his or her personal legal advisor on this matter.
7.26 Depending on Optionee’s country, Optionee may be subject to foreign asset or account, exchange control and/or tax reporting requirements as a result of Optionee’s right to acquire, hold, and/or transfer of Shares or cash resulting from participation in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. Optionee may be required to report such assets, accounts, account balances and values, and/or related transactions to applicable authorities in Optionee’s country. Optionee also may be required to repatriate sale proceeds or other funds received as a result of Optionee’s participation in the Plan to Optionee’s country through a designated bank or broker and/or within a certain time after receipt. Optionee acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset or account, exchange control and tax reporting and other requirements. Optionee further understands that he or she should consult his or her personal tax and legal advisors, as applicable, on these matters.
APPENDIX
ADDITIONAL TERMS AND CONDITIONS OF THE TELEDYNE TECHNOLOGIES
INCORPORATED INTERNATIONAL TERMS AND CONDITIONS OF
STOCK OPTION GRANT
Terms and Conditions
This Appendix includes additional terms and conditions that govern the Options granted to Optionee under the Plan if Optionee resides in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or these Terms and Conditions.
Notifications
This Appendix also includes information regarding exchange controls and certain other issues of which Optionee should be aware with respect to Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Optionee not rely on the information in this Appendix as the only source of information relating to the consequences of Optionee’s participation in the Plan because the information may be out of date at the time that Optionee exercises the Option Shares or sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Optionee’s particular situation and the Company is not in a position to assure Optionee of any particular result. Accordingly, Optionee is advised to seek appropriate professional advice as to how the relevant laws in Optionee’s country may apply to Optionee’s situation.
Finally, if Optionee is a citizen or resident of a country other than the one in which Optionee is currently working, the information contained herein may not be applicable to Optionee.
CANADA
Terms and Conditions
Manner of Exercising Option. The following provision supplements Section 3 of the Terms and Conditions:
Due to regulatory requirements, Optionee is prohibited from surrendering Shares that Optionee already owns to pay the exercise price or any Tax-Related Items in connection with the exercise of his or her Option.
Termination of Service.
For purposes of the Option, and except as explicitly and minimally required under applicable legislation or expressly provided under the terms of the Terms and Conditions, Optionee will be considered to have incurred a Termination of Service on, and Optionee’s right, if any, to earn, seek damages in lieu of, exercise or otherwise benefit from or participate in any portion of the Option or in the Plan will be measured by reference to, the date Optionee is no longer actually providing services to the Company or any Subsidiary (the “Termination Date”), regardless of the reason for such termination and whether or not later found to be invalid or unlawful for any reason or in breach of applicable laws or rules in the jurisdiction where Optionee is employed or providing services or the terms of Optionee’s employment agreement, if any.
Except as explicitly and minimally required by applicable legislation, the Termination Date shall not include or be extended by any period during which notice, pay in lieu of notice, or any related payments or damages are provided or required to be provided under statute, contract, common law, civil law or otherwise. Except as provided in the Terms and Conditions, Optionee will not earn or be entitled to any pro-rated vesting or other benefits or participation under the Plan for that portion of time before the Termination Date, nor will Optionee be entitled to compensation for lost vesting, benefits or other participation.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting, exercisability or other participation during a statutory notice period, Optionee’s right to vest in or exercise the Option or otherwise benefit from or participate in the Plan, if any, will terminate effective upon the expiry of the minimum statutory notice period. Optionee will not earn or be entitled to pro-rated vesting, exercisability or other benefits or participation if the vesting date falls after the end of the statutory notice period, nor will Optionee be entitled to any compensation for lost vesting, exercisability, benefits or other participation. Further, a period during which Optionee is actually providing services to the Company or any Subsidiary excludes any leave of absence other than to the minimum extent required under applicable human rights or employment standards legislation or permitted by the Company. For further clarity, any reference to a Termination of Service, the termination or cessation of Optionee’s service or employment, the termination or severance of the employer-employee relationship, or a termination date under the Terms and Conditions or the Plan will be interpreted to mean the Termination Date.
Subject to applicable legislation, if the date Optionee is no longer actually providing services cannot be reasonably determined under the terms of the Terms and Conditions or the Plan, the Company, in its sole discretion, will determine the date Optionee is no longer providing services
(including whether Optionee may still be considered to be providing services while on a leave of absence).
Data Privacy Consent. The following provision applies if Optionee resides in Quebec and it supplements Section 5 of the Terms and Conditions:
Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. Optionee further authorizes the Company, any Subsidiary and any third-party stock plan service provider, to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in Optionee’s file. Optionee acknowledges and agrees that his or her personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. Finally, Optionee acknowledges and authorizes the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on Optionee or the administration of the Plan.
Notifications
Tax Information. All or a portion of the Shares subject to the Option may be “non-qualified securities” within the meaning of the Income Tax Act (Canada).
Securities Law Information. Optionee will not be permitted to sell or otherwise dispose of any Shares acquired upon exercise of the Option within Canada. Optionee will only be permitted to sell or dispose of any Shares acquired under the Plan if such sale or disposal takes place outside Canada on the facilities on which such Shares are traded.
Foreign Asset/Account Reporting Information. Optionee is required to report certain specified foreign property, including Shares and rights to receive Shares (e.g., Options), on form T1135 (Foreign Income Verification Statement) if the total cost of Optionee’s specified foreign property exceeds C$100,000 at any time in the year. Thus, the Option must be reported - generally at a nil cost - if the C$100,000 value threshold is exceeded because of other specified foreign property Optionee holds. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the Fair Market Value of the Shares at the time of acquisition, but if other Shares are also owned, this ACB may have to be averaged with the ACB of the other Shares. Optionee should consult his or her personal tax advisor to ensure compliance with applicable reporting obligations.
DENMARK
Terms and Conditions
Danish Stock Option Act. By accepting the Option, Optionee acknowledge that he or she has received an Employer Statement translated into Danish, which includes a description of the terms of the Option as required by the Danish Stock Option Act to the extent that the Danish Stock Option Act applies to the Option.
Notifications
Foreign Asset/Account Reporting Information. Optionee understands that if he or she establishes an account holding Shares or cash outside Denmark, he or she must report the account to the Danish Tax Administration. The form may be obtained by a local bank.
NETHERLANDS
Terms and Conditions
Nature of Grant. The following provision supplements Section 6 of these Terms and Conditions:
By accepting the Option, Optionee acknowledges and agrees that the Option is intended as an incentive for Optionee to remain in the service of the Employer and is not intended as remuneration for labor performed.
SPAIN
Terms and Conditions
Nature of Grant. The following provision supplements Section 6 of these Terms and Conditions:
By accepting the Option, Optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.
Optionee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Option under the Plan to individuals who may be employees of the Company or Subsidiary throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that (i) any grant will not bind the Company or any Subsidiary other than as expressly set forth in the Terms and Conditions (i.e., the Option is not to be considered an acquired right or more beneficial condition to be repeated in the future); (ii) the Option and any Shares acquired under the Plan are not part of any employment or service contract (either with the Company or with any Subsidiary) and shall not be considered a mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever; and (iii) unless otherwise expressly provided for by the Company or set forth in the Plan or these Terms and Conditions, the Option will cease vesting upon Optionee’s Termination of Service, as detailed below.
Further, Optionee understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or these Terms and Conditions, the Option will be cancelled without entitlement to any Shares underlying the Option if Optionee’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree
1382/1985. The Company, in its sole discretion, shall determine the date when a Termination of Service has occurred for purposes of the Option.
In addition, Optionee understands that the grant of the Options would not be made but for the assumptions and conditions referred to above; thus, Optionee acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Options shall be null and void.
Notifications
Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Option under the Plan. Neither the Plan nor these Terms and Conditions have been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Information. Optionee is required to electronically declare to the Bank of Spain any security accounts (including brokerage accounts held abroad), as well as the securities (including Shares acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior year or the balances of such accounts as of December 31 of the prior year exceeds EUR 1 million.
Different thresholds and deadlines to file this declaration apply. However, if neither such transactions during the immediately preceding year nor the balances / positions as of December 31 exceed EUR 1 million, no such declaration must be filed unless expressly required by the Bank of Spain. If any of such thresholds were exceeded during the current year, Optionee may be required to file the relevant declaration corresponding to the prior year; however, a summarized form of declaration may be available.
Foreign Asset/Account Reporting Information. To the extent Optionee holds rights or assets (e.g., cash or Shares held in a bank or brokerage account) outside Spain with a value in excess of EUR 50,000 per type of right or asset as of December 31 each year (or at any time during the year in which Optionee sells or disposes of such right or asset), Optionee is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than EUR 20,000. Optionee should consult with his or her personal tax advisor to ensure compliance with applicable reporting requirements.
SWEDEN
Terms and Conditions
Authorization to Withhold. The following provision supplements Section 3.2 of these Terms and Conditions:
Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 3.2 of these Terms and Conditions, by accepting the Option, Optionee authorizes the Company and/or the Employer to withhold Shares or to sell Shares otherwise deliverable to Optionee upon exercise to satisfy Tax-Related Items,
regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.
UNITED KINGDOM
Terms and Conditions
Responsibility for Taxes. The following provisions supplement Section 3.2 of these Terms and Conditions:
Without limitation to Section 3.2 of these Terms and Conditions, Optionee agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by HM Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). Optionee also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold on Optionee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event Optionee is a director or executive officer and the income tax is not collected from or paid by Optionee within ninety (90) days of the end of the U.K. tax year in which the event giving rise to indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to Optionee on which additional income tax and National Insurance contributions (“NICs”) may be payable. Optionee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of the NICs due on this additional benefit, which the Company or the Employer may collect from Optionee by any of the means referred to in Section 3.2 of these Terms and Conditions.
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, George C. Bobb III, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Teledyne Technologies Incorporated (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 24, 2026
| By: | /s/ George C. Bobb III | ||||
| George C. Bobb III | |||||
| President and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen F. Blackwood, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Teledyne Technologies Incorporated (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 24, 2026
| By: | /s/ Stephen F. Blackwood | ||||
| Stephen F. Blackwood | |||||
| Executive Vice President and Chief Financial Officer | |||||
Exhibit 32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350
I, George C. Bobb III, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge that:
1.the Quarterly Report on Form 10-Q of Teledyne Technologies Incorporated (the “Corporation”) for the quarter ended March 29, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| By: | /s/ George C. Bobb III | ||||
George C. Bobb III | |||||
President and Chief Executive Officer | |||||
April 24, 2026 | |||||
Exhibit 32.2
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350
I, Stephen F. Blackwood, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge that:
1.the Quarterly Report on Form 10-Q of Teledyne Technologies Incorporated (the “Corporation”) for the quarter ended March 29, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| By: | /s/ Stephen F. Blackwood | ||||
| Stephen F. Blackwood | |||||
| Executive Vice President and Chief Financial Officer | |||||
April 24, 2026 | |||||