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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 21, 2025
 
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
 
Delaware   1-15295   25-1843385
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
1049 Camino Dos Rios
Thousand Oaks, California
91360-2362
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (805) 373-4545
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name on each exchange on which registered
Common Stock, par value $.01 per share TDY New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐





Item 2.02 Results of Operations and Financial Condition    

On October 22, 2025, Teledyne Technologies Incorporated ("Teledyne") issued a press release with respect to its third quarter 2025 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On October 21, 2025, Teledyne announced that, effective October 21, 2025, Teledyne's Board of Directors fixed the number of directors at 12 and appointed Laura A. Black as a Class I Director and George C. Bobb III, as a Class II Director, each for a term expiring at the 2027 Annual Meeting of Stockholders.

Mr. Bobb, age 51, has been Teledyne’s President and Chief Executive Officer since April 28, 2025.

Ms. Black, age 64, has served as a Managing Director of Needham & Company, LLC, a full-service investment banking firm since 1999. Ms. Black will become a member of the Audit Committee and the Nominating and Governance Committee of the Teledyne Board.

As a non-employee director, Ms. Black will be entitled to receive an annual retainer fee, currently $110,000, which annual fee is payable in two equal installments on or about January 1 and July 1 of each year. Each non-employee director is also automatically granted a restricted stock unit award on the date of the Annual Meeting of Stockholders equal to $210,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole unit share.

If a person such as Ms. Black becomes a non-employee director for the first time on a date other than an Annual Meeting date, such nonemployee director will paid a prorated portion of the annual retainer fee based on the number of days of service for such calendar year and automatically be granted an award of restricted stock units, effective as of the date of becoming a director, equal to $105,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole share.

The restricted stock unit award vests on the earlier of (a) one year after the date of grant, (b) upon a separation of the director from board service, or (c) upon a change of control. Shares of stock underlying the restricted stock award will be issued upon vesting unless the director elects to defer issuance until such time as the director separates from board service.

A press release dated October 21, 2025, announcing the appointment of Ms. Black and Mr. Bobb as new members of Teledyne’s Board of Directors is included as Exhibit 99.2, to this report.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1
Exhibit 99.2
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)




SIGNATURE

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 hereunto duly authorized.
 
        TELEDYNE TECHNOLOGIES INCORPORATED
     
    By:   /s/ Stephen F. Blackwood
        Stephen F. Blackwood
       
Executive Vice President and Chief Financial Officer
Dated: October 22, 2025






EX-99.1 2 q3-2025earningsrelease.htm EX-99.1 TDY EARNINGS RELEASE Q3 2025 Document


Exhibit 99.1
tdylogo5a01a15.jpg
tdylogo4aa01a15.jpg
1049 Camino Dos Rios
Thousand Oaks, CA 91360-2362
NEWSRELEASE
TELEDYNE TECHNOLOGIES REPORTS
THIRD QUARTER RESULTS

THOUSAND OAKS, Calif. – October 22, 2025 – Teledyne Technologies Incorporated (NYSE:TDY)

•Record quarterly net sales of $1,539.5 million, an increase of 6.7% compared with last year
•Third quarter GAAP diluted earnings per share of $4.65
•Record quarterly non-GAAP diluted earnings per share of $5.57, an increase of 9.2% compared with last year
•Record quarterly cash from operations of $343.1 million and free cash flow of $313.9 million
•Raising full year 2025 GAAP diluted earnings per share outlook to $17.83 to $18.05, compared with the prior outlook of $17.59 to $17.97, and raising full year 2025 non-GAAP earnings per share outlook to $21.45 to $21.60, compared with the prior outlook of $21.20 to $21.50
•Quarter-end consolidated leverage ratio of 1.4x
•Announced pending carve-out acquisition of TransponderTech

Teledyne today reported third quarter 2025 net sales of $1,539.5 million compared with net sales of $1,443.5 million for the third quarter of 2024, an increase of 6.7%. The third quarter of 2025 net sales included $69.0 million in incremental sales from recent acquisitions. Net income attributable to Teledyne was $220.7 million ($4.65 diluted earnings per share) for the third quarter of 2025 compared with $262.0 million ($5.54 diluted earnings per share) for the third quarter of 2024, a decrease of 15.8%. The third quarter of 2025 included $55.1 million of pretax acquired intangible asset amortization expense, $0.7 million of pretax transaction and integration costs, $1.4 million of pretax inventory step-up expense and $0.2 million of income tax expense from FLIR acquisition-related tax matters. Excluding those items, non-GAAP net income attributable to Teledyne for the third quarter of 2025 was $264.5 million ($5.57 diluted earnings per share). The third quarter of 2024 included $49.8 million of pretax acquired intangible asset amortization expense, $3.7 million of pretax transaction and integration costs and $61.7 million of income tax benefits from FLIR acquisition-related tax matters. Excluding those items, non-GAAP net income attributable to Teledyne for the third quarter of 2024 was $241.3 million ($5.10 diluted earnings per share). Operating margin was 18.4% for the third quarter of 2025 compared with 18.8% for the third quarter of 2024. Excluding the items discussed above, non-GAAP operating margin for the third quarter of 2025 was 22.1% compared with 22.5% for the third quarter of 2024. The third quarters of 2025 and 2024 also included $7.3 million and $1.6 million of severance and facility consolidation costs not included within pretax transaction and integration costs, respectively.
1


“This morning, we were pleased to announce record quarterly sales, non-GAAP earnings per share and free cash flow,” said Robert Mehrabian, Executive Chairman. “Furthermore, total company new orders were also a quarterly record due in part to continued backlog growth at Teledyne FLIR. Given our strong third quarter performance, recovering commercial short-cycle businesses, and robust backlog growth, we are raising our full year earnings outlook. Our defense-related businesses, including our new acquisitions, are performing extremely well, and we continue to pursue a number of significant contract opportunities not yet formally awarded or reflected in our backlog. Nevertheless, given the current U.S. Government shutdown, we are a bit measured on expectations for new awards and shipments in the very near-term. Finally, our balance sheet is the strongest in years, providing the capacity to pursue acquisitions or stock repurchases, as we feel appropriate.”
Review of Operations
Comparisons are with the third quarter of 2024, unless noted otherwise.
Digital Imaging
The Digital Imaging segment’s third quarter 2025 net sales were $785.4 million compared with $768.4 million, an increase of 2.2%. Operating income was $123.4 million for the third quarter of 2025 compared with $123.9 million, a decrease of 0.4%. Acquired intangible amortization expense for the third quarter of 2025 was $46.8 million compared with $46.1 million. The third quarter of 2024 included $3.7 million of pretax transaction and integration costs. Excluding those items, non-GAAP operating income for the third quarter of 2025 was $170.2 million compared with $173.7 million, a decrease of 2.0%. The third quarters of 2025 and 2024 also included $6.0 million and $1.4 million of severance and facility consolidation costs not included within pretax transaction and integration costs, respectively.
Third quarter of 2025 net sales increased primarily due to higher sales of commercial infrared imaging components and subsystems, unmanned air systems and industrial automation imaging systems, partially offset by lower sales of unmanned ground systems. The decrease in operating income was primarily due to higher research and development expense, partially offset by increased net sales.
Instrumentation
The Instrumentation segment’s third quarter 2025 net sales were $363.6 million compared with $349.8 million, an increase of 3.9%. Operating income was $98.8 million for the third quarter of 2025 compared with $96.3 million, an increase of 2.6%. Acquired intangible amortization expense for the third quarter of 2025 was $3.3 million compared with $3.5 million. Excluding that item, non-GAAP operating income for the third quarter of 2025 was $102.1 million compared with $99.8 million, an increase of 2.3%.
The third quarter of 2025 net sales increase resulted from an $8.1 million increase in sales of environmental instrumentation primarily due to stronger sales of gas detection products, a $5.3 million increase in sales of marine instrumentation primarily due to stronger offshore energy and defense markets and a $0.4 million increase in sales of electronic test and measurement instrumentation. The increase in operating income primarily reflected the impact of higher net sales.
Aerospace and Defense Electronics
The Aerospace and Defense Electronics segment’s third quarter 2025 net sales were $275.5 million compared with $200.2 million, an increase of 37.6%. Operating income was $70.4 million for the third quarter of 2025 compared with $56.3 million, an increase of 25.0%. The third quarter of 2025 included $0.5 million of pretax transaction and integration costs, with no comparable amounts in the third quarter of 2024. Acquired intangible amortization expense for the third quarter of 2025 was $5.0 million compared with $0.2 million. Inventory step-up expense for the third quarter of 2025 was $1.4 million, with no comparable amounts in the third quarter of 2024. Excluding those items, non-GAAP operating income for the third quarter of 2025 was $77.3 million compared with $56.5 million, an increase of 36.8%.
Third quarter of 2025 net sales reflected higher sales of $75.6 million for defense electronics, partially offset by lower sales of $0.3 million for aerospace electronics. The third quarter of 2025 included $69.0 million of incremental defense electronics sales from recent acquisitions. The increase in operating income primarily reflected the impact of higher sales, partially offset by higher transaction and integration costs as well as higher acquired intangible amortization expense.
2


Engineered Systems
The Engineered Systems segment’s third quarter 2025 net sales were $115.0 million compared with $125.1 million, a decrease of 8.1%. Operating income was $12.2 million for the third quarter of 2025 compared with $12.9 million, a decrease of 5.4%.
Third quarter of 2025 net sales reflected lower sales of $9.2 million for engineered products and lower sales of $0.9 million for energy systems. The decrease in operating income was primarily driven by lower net sales in the third quarter of 2025.
Additional Financial Information
Cash Flow
Cash provided by operating activities was $343.1 million for the third quarter of 2025 compared with $249.8 million, with the increase driven primarily by the favorable timing of accounts receivable collections in the third quarter of 2025 compared with 2024. Depreciation and amortization expense for the third quarter of 2025 was $84.5 million compared with $76.9 million. Stock-based compensation expense for the third quarter of 2025 was $10.5 million compared with $8.7 million.
Capital expenditures for the third quarter of 2025 were $29.2 million compared with $21.1 million. Teledyne received $13.0 million from the exercise of stock options in the third quarter of 2025 compared with $5.0 million.
As of September 28, 2025, net debt was $2,004.8 million, which is calculated as total debt of $2,533.4 million, net of cash and cash equivalents of $528.6 million. As of December 29, 2024, net debt was $1,999.2 million, representing total debt of $2,649.0 million, net of cash and cash equivalents of $649.8 million. In the third quarter of 2025, the company repurchased and retired $84.9 million of principal of its fixed rate senior notes for $77.7 million in cash.
As of September 28, 2025, $1,168.7 million was available under the $1.20 billion credit facility after reductions of $31.3 million in outstanding letters of credit.
Third Quarter
Free Cash Flow 2025 2024
Cash provided by operating activities $ 343.1  $ 249.8 
Capital expenditures for property, plant and equipment (29.2) (21.1)
Free cash flow $ 313.9  $ 228.7 
Income Taxes
The effective tax rate for the third quarter of 2025 was 19.3% compared with negative 2.8%. The third quarter of 2025 included net discrete income tax benefits of $4.9 million compared with $62.3 million, with the third quarter of 2024 benefits primarily related to the resolution of an uncertain tax position related to a pre-acquisition FLIR tax matter.
Other
Corporate expense was $22.0 million for the third quarter of 2025 compared with $18.7 million, with the increase primarily due to higher employee compensation costs, including severance costs. Non-service retirement benefit income was $2.7 million for the third quarter of 2025 compared with $2.8 million. Interest expense, net of interest income, was $12.6 million for the third quarter of 2025 compared with $15.7 million, with the decrease due to lower outstanding borrowings compared with the third quarter of 2024. Other income (expense), net, primarily consisted of a gain on debt extinguishment partially offset by foreign currency exchange losses in the third quarter of 2025. Other income (expense), net, primarily consisted of foreign currency exchange losses in the third quarter of 2024.
3


Outlook
Based on its current outlook, the company’s management believes that fourth quarter 2025 GAAP diluted earnings per share will be in the range of $4.76 to $4.98, and full year 2025 GAAP diluted earnings per share will be in the range of $17.83 to $18.05. The company’s management further believes that fourth quarter 2025 non-GAAP diluted earnings per share will be in the range of $5.73 to $5.88, and full year 2025 non-GAAP diluted earnings per share will be in the range of $21.45 to $21.60. The non-GAAP outlook excludes acquired intangible asset amortization, transaction and integration costs, inventory step-up expense, and FLIR acquisition-related tax matters.
Use of Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). We supplement the reporting of our financial results determined under GAAP with certain non-GAAP financial measures. The non-GAAP financial measures provide management, financial analysts and investors with additional useful information for evaluating the company’s performance. The non-GAAP financial measures should be considered in addition to and not as substitutes for financial measures prepared in accordance with GAAP. Further details on reasons we use non-GAAP financial measures, a reconciliation of those measures to the most directly comparable GAAP measures and other information related to those measures are included after our GAAP financial statements.
Forward-Looking Statements Cautionary Notice
This earnings release 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 and 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.
The forward-looking statements contained herein may include statements relating to sales, sales growth, stock-based compensation expense, tax rates, tariffs, governmental and economic policies, anticipated capital expenditures, stock repurchases, product developments, and other strategic options. Forward-looking statements generally are accompanied by words such as “projects”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “will” and words of similar import that convey the uncertainty of future events or outcomes. All statements made in this communication that are not historical in nature should be considered forward-looking. By its nature, forward-looking information is not a guarantee of future performance or results and involves risks and uncertainties because it relates to events and depends on circumstances that will occur in the future.
Actual results could differ materially from these forward-looking statements. Many factors could change anticipated results, including: 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; 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 GAAP and related standards; disruptions in the global economy; the ongoing conflict in Israel and neighboring regions, including related protests, attacks on defense contractors and suppliers, and the disruption to global shipping routes; the ongoing conflict between Russia and Ukraine, including the impact to energy prices and availability, especially in Europe; customer and supplier bankruptcies; 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, rising interest costs, and economic conditions; the imposition and expansion of, and responses to, trade sanctions and tariffs; the continuing review and resolution of FLIR’s trade compliance and tax matters; 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. Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production could further negatively affect our businesses that supply the oil and gas industry. 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 U.S. and foreign governments, including economic sanctions or in regard to support for Ukraine, could result, over time, in reductions or realignment in defense or other government spending and further changes in programs in which the company participates.
4


While the company’s growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made. 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.
Additional factors that could cause results to differ materially from those described above can be found in Teledyne’s Annual Report on Form 10-K for the year ended December 29, 2024, as well as subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are on file with the U.S. Securities and Exchange Commission (“SEC”) and available in the “Investors” section of Teledyne’s website, teledyne.com, under the heading “Investor Information” and in other documents Teledyne files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Teledyne assumes no obligation to update 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.
A live webcast of Teledyne’s third quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Wednesday, October 22, 2025. To access the call, go to www.teledyne.com/investors/events-and-presentations approximately 10 minutes before the scheduled start time. A replay will also be available for one month starting at 12:00 p.m. (Eastern) on Wednesday, October 22, 2025.
Contact: Jason VanWees
(805) 373-4542
5


TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024
(Unaudited — in millions, except per share amounts)
Third Quarter Third Quarter Nine Months Nine Months
  2025 2024 2025 2024
Net sales $ 1,539.5  $ 1,443.5  $ 4,503.1  $ 4,167.7 
Costs and expenses:        
  Costs of sales 880.0  823.9  2,579.5  2,375.6 
  Selling, general and administrative
238.2  226.1  701.5  670.6 
  Research and development
83.4  73.0  240.1  221.2 
  Acquired intangible asset amortization 55.1  49.8  161.7  148.3 
Total costs and expenses 1,256.7  1,172.8  3,682.8  3,415.7 
Operating income (loss) 282.8  270.7  820.3  752.0 
  Interest and debt income (expense), net (12.6) (15.7) (47.5) (44.2)
  Non-service retirement benefit income (expense), net 2.7  2.8  8.2  8.2 
  Other income (expense), net 0.9  (2.7) (7.7) (3.7)
Income (loss) before income taxes 273.8  255.1  773.3  712.3 
  Provision (benefit) for income taxes
52.9  (7.1) 153.2  90.7 
Net income (loss) including noncontrolling interest 220.9  262.2  620.1  621.6 
  Less: Net income (loss) attributable to noncontrolling interest 0.2  0.2  0.9  0.9 
Net income (loss) attributable to Teledyne $ 220.7  $ 262.0  $ 619.2  $ 620.7 
Diluted earnings per common share
$ 4.65  $ 5.54  $ 13.06  $ 13.01 
Weighted average diluted common shares outstanding
47.5  47.3  47.4  47.7 
These condensed consolidated financial statements were prepared in accordance with U.S. GAAP.

6


TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING INCOME (LOSS)
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024
(Unaudited — $ in millions)
Third Quarter Third Quarter % Change Nine Months Nine Months % Change
  2025 2024 2025 2024
Net sales:            
  Digital Imaging
$ 785.4  $ 768.4  2.2  % $ 2,313.4  $ 2,248.6  2.9  %
  Instrumentation
363.6  349.8  3.9  % 1,074.5  1,013.7  6.0  %
  Aerospace and Defense Electronics 275.5  200.2  37.6  % 782.8  580.3  34.9  %
  Engineered Systems 115.0  125.1  (8.1) % 332.4  325.1  2.2  %
Total net sales $ 1,539.5  $ 1,443.5  6.7  % $ 4,503.1  $ 4,167.7  8.0  %
Operating income (loss):            
  Digital Imaging
$ 123.4  $ 123.9  (0.4) % $ 365.3  $ 351.2  4.0  %
  Instrumentation
98.8  96.3  2.6  % 293.1  269.5  8.8  %
  Aerospace and Defense Electronics 70.4  56.3  25.0  % 192.7  165.3  16.6  %
  Engineered Systems 12.2  12.9  (5.4) % 35.1  23.1  51.9  %
  Corporate expense (22.0) (18.7) 17.6  % (65.9) (57.1) 15.4  %
Operating income (loss) 282.8  270.7  4.5  % 820.3  752.0  9.1  %
  Interest and debt income (expense), net (12.6) (15.7) (19.7) % (47.5) (44.2) 7.5  %
  Non-service retirement benefit income (expense), net 2.7  2.8  (3.6) % 8.2  8.2  —  %
  Other income (expense), net 0.9  (2.7) (133.3) % (7.7) (3.7) 108.1  %
Income (loss) before income taxes 273.8  255.1  7.3  % 773.3  712.3  8.6  %
  Provision (benefit) for income taxes
52.9  (7.1) * 153.2  90.7  68.9  %
Net income (loss) including noncontrolling interest 220.9  262.2  (15.8) % 620.1  621.6  (0.2) %
  Less: Net income (loss) attributable to noncontrolling interest 0.2  0.2  —  % 0.9  0.9  —  %
Net income (loss) attributable to Teledyne $ 220.7  $ 262.0  (15.8) % $ 619.2  $ 620.7  (0.2) %
* Not meaningful
These condensed consolidated financial statements were prepared in accordance with U.S. GAAP.
7


TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
September 28, 2025 December 29, 2024
(Unaudited)
ASSETS    
  Cash and cash equivalents $ 528.6  $ 649.8 
  Accounts receivable and unbilled receivables, net 1,331.0  1,213.2 
  Inventories, net 1,058.1  914.4 
  Prepaid expenses and other current assets 305.2  167.2 
Total current assets 3,222.9  2,944.6 
  Property, plant and equipment, net 820.4  745.2 
  Goodwill and acquired intangible assets, net 10,765.7  10,003.4 
  Prepaid pension assets 240.2  227.6 
  Other assets, net 319.5  279.7 
Total assets $ 15,368.7  $ 14,200.5 
LIABILITIES AND EQUITY    
  Accounts payable $ 459.5  $ 416.4 
  Accrued liabilities 893.6  844.9 
  Current portion of long-term debt 450.2  0.3 
Total current liabilities 1,803.3  1,261.6 
  Long-term debt, net of current portion 2,083.2  2,648.7 
  Other long-term liabilities 921.4  734.8 
Total liabilities 4,807.9  4,645.1 
Redeemable noncontrolling interest —  6.0 
Total stockholders’ equity
10,560.8  9,549.4 
Total liabilities and equity $ 15,368.7  $ 14,200.5 
These condensed consolidated financial statements were prepared in accordance with U.S. GAAP.
8


TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRD QUARTER ENDED SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024
(Unaudited — in millions)
Third Quarter
2025 2024
Operating Activities
Net income (loss) including noncontrolling interest $ 220.9  $ 262.2 
Depreciation and amortization 84.5  76.9 
Stock-based compensation 10.5  8.7 
Changes in operating assets and liabilities and other operating activity
27.2  (98.0)
Net cash provided by (used in) operating activities
343.1  249.8 
Investing Activities
Purchases of property, plant and equipment (29.2) (21.1)
Purchases of businesses, net of cash acquired
(6.6) (0.1)
Other investing, net
0.1  0.1 
Net cash provided by (used in) investing activities
(35.7) (21.1)
Financing activities
Proceeds from (payments) on fixed rate senior notes
(77.7) — 
Proceeds from exercise of stock options 13.0  5.0 
Acquisition of noncontrolling interest
(27.2) — 
Purchases of treasury stock, including excise tax
—  (138.8)
Other financing, net 3.2  (0.7)
Net cash provided by (used in) financing activities
(88.7) (134.5)
Effect of exchange rate changes on cash (1.0) 23.6 
Changes in cash and cash equivalents 217.7  117.8 
Cash and cash equivalents—beginning of period 310.9  443.2 
Cash and cash equivalents—end of period $ 528.6  $ 561.0 
These condensed consolidated financial statements were prepared in accordance with U.S. GAAP.


9


TELEDYNE TECHNOLOGIES INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024
(Unaudited — in millions, except per share amounts)
Third Quarter 2025
Third Quarter 2024
Income (Loss) Before Income Taxes
Net (Loss) Income Attributable to Teledyne
Diluted Earnings per Common Share
Income (Loss) Before Income Taxes
Net (Loss) Income Attributable to Teledyne
Diluted Earnings per Common Share
GAAP $ 273.8  $ 220.7  $ 4.65  $ 255.1  $ 262.0  $ 5.54 
Adjusted for specified items:
Transaction and integration costs
0.7  0.6  0.01  3.7  2.8  0.06 
Inventory step-up expense
1.4  1.0  0.02  —  —  — 
Acquired intangible asset amortization 55.1  42.0  0.88  49.8  38.2  0.80 
FLIR acquisition-related tax matters
—  0.2  0.01  —  (61.7) (1.30)
Non-GAAP $ 331.0  $ 264.5  $ 5.57  $ 308.6  $ 241.3  $ 5.10 
Nine Months 2025 Nine Months 2024
Income (Loss) Before Income Taxes
Net (Loss) Income Attributable to Teledyne
Diluted Earnings Per Common Share
Income (Loss) Before Income Taxes
Net (Loss) Income Attributable to Teledyne
Diluted Earnings per Common Share
GAAP $ 773.3 $ 619.2  $ 13.06  $ 712.3  $ 620.7  $ 13.01 
Adjusted for specified items:
Transaction and integration costs
9.4  7.1  0.15  6.9  5.3  0.11 
Inventory step-up expense
3.2  2.4  0.05  —  —  — 
Acquired intangible asset amortization 161.7  123.6  2.61  148.3  113.5  2.38 
FLIR acquisition-related tax matters —  (7.5) (0.16) —  (61.2) (1.28)
Non-GAAP $ 947.6  $ 744.8  $ 15.71  $ 867.5  $ 678.3  $ 14.22 

10


TELEDYNE TECHNOLOGIES INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024
(Unaudited — $ in millions)
Third Quarter 2025
Third Quarter 2024
Operating Income (Loss)
Operating Margin
Operating Income (Loss)
Operating Margin
GAAP $ 282.8  18.4  % $ 270.7  18.8  %
Adjusted for specified items:
Transaction and integration costs
0.7  3.7 
Inventory step-up expense
1.4  — 
Acquired intangible asset amortization 55.1  49.8 
Non-GAAP $ 340.0  22.1  % $ 324.2  22.5  %
Nine Months 2025 Nine Months 2024
Operating Income (Loss)
Operating Margin
Operating Income (Loss)
Operating Margin
GAAP $ 820.3  18.2  % $ 752.0  18.0  %
Adjusted for specified items:
Transaction and integration costs
9.4  6.9 
Inventory step-up expense
3.2  — 
Acquired intangible asset amortization 161.7  148.3 
Non-GAAP $ 994.6  22.1  % $ 907.2  21.8  %
11


TELEDYNE TECHNOLOGIES INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024
(Unaudited — in millions)
Third Quarter 2025
GAAP Operating Income (Loss)
Acquired Intangible Asset Amortization
Inventory
Step-up Expense
Transaction and Integration Costs
Non-GAAP Operating Income (Loss)
Digital Imaging $ 123.4  $ 46.8  $ —  $ —  $ 170.2 
Instrumentation 98.8  3.3  —  —  102.1 
Aerospace and Defense Electronics 70.4  5.0  1.4  0.5  77.3 
Engineered Systems 12.2  —  —  —  12.2 
Corporate expense (22.0) —  —  0.2  (21.8)
Total $ 282.8  $ 55.1  $ 1.4  $ 0.7  $ 340.0 
Third Quarter 2024
GAAP Operating Income (Loss)
Acquired Intangible Asset Amortization
Inventory
Step-up Expense
Transaction and Integration Costs
Non-GAAP Operating Income (Loss)
Digital Imaging $ 123.9  $ 46.1  $ —  $ 3.7  $ 173.7 
Instrumentation 96.3  3.5  —  —  99.8 
Aerospace and Defense Electronics 56.3  0.2  —  —  56.5 
Engineered Systems 12.9  —  —  —  12.9 
Corporate expense (18.7) —  —  —  (18.7)
Total $ 270.7  $ 49.8  $ —  $ 3.7  $ 324.2 
Nine Months 2025
GAAP Operating Income (Loss)
Acquired Intangible Asset Amortization
Inventory
Step-up Expense
Transaction and Integration Costs
Non-GAAP Operating Income (Loss)
Digital Imaging $ 365.3  $ 138.5  $ —  $ —  $ 503.8 
Instrumentation 293.1  9.8  —  —  302.9 
Aerospace and Defense Electronics 192.7  13.4  3.2  4.3  213.6 
Engineered Systems 35.1  —  —  —  35.1 
Corporate expense (65.9) —  —  5.1  (60.8)
Total $ 820.3  $ 161.7  $ 3.2  $ 9.4  $ 994.6 
Nine Months 2024
GAAP Operating Income (Loss)
Acquired Intangible Asset Amortization
Inventory
Step-up Expense
Transaction and Integration Costs
Non-GAAP Operating Income (Loss)
Digital Imaging $ 351.2  $ 137.2  $ —  $ 6.9  $ 495.3 
Instrumentation 269.5  10.5  —  —  280.0 
Aerospace and Defense Electronics 165.3  0.6  —  —  165.9 
Engineered Systems 23.1  —  —  —  23.1 
Corporate expense (57.1) —  —  —  (57.1)
Total $ 752.0  $ 148.3  $ —  $ 6.9  $ 907.2 
12


TELEDYNE TECHNOLOGIES INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited — in millions, except per share amounts)
September 28, 2025
December 29, 2024
Current portion of long-term debt $ 450.2  $ 0.3 
Long-term debt 2,083.2  2,648.7 
Total debt — non-GAAP
2,533.4  2,649.0 
Less cash and cash equivalents (528.6) (649.8)
Net debt — non-GAAP
$ 2,004.8  $ 1,999.2 
Fourth Quarter 2025
Full Year 2025
Low High Low High
GAAP Diluted Earnings per Common Share Outlook
$ 4.76  $ 4.98  $ 17.83  $ 18.05 
Adjusted for specified items:
Transaction and integration costs
$ 0.03  $ 0.01  $ 0.18  $ 0.16 
Inventory step-up expense
$ 0.02  $ 0.01  $ 0.07  $ 0.06 
Acquired intangible asset amortization $ 0.92  $ 0.88  $ 3.53  $ 3.49 
FLIR acquisition-related tax matters $ —  $ —  $ (0.16) $ (0.16)
Non-GAAP Diluted Earnings per Common Share Outlook
$ 5.73  $ 5.88  $ 21.45  $ 21.60 

13


Explanation of Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, management believes that, in order to more fully understand our short-term and long-term financial and operational trends, and to aid in comparability with our competitors, investors and financial analysts may wish to consider the impact of certain items resulting from our acquisitions which have an infrequent or non-recurring impact on operations or assist in understanding our operations pre-acquisition. Accordingly, we present non-GAAP financial measures as a supplement to the financial measures we present in accordance with GAAP. These non-GAAP financial measures provide management, investors and financial analysts with additional means to understand and evaluate the operating results and trends in our ongoing business by adjusting for certain expenses and benefits. Management believes these non-GAAP financial measures also provide additional means of evaluating period-over-period operating performance. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and in comparing this performance to our peers and competitors. The company’s diluted earnings per common share outlook guidance is also presented on a non-GAAP basis.
The non-GAAP financial measures are not meant to be considered superior to, or a substitute for, our financial statements prepared in accordance with GAAP. There are material limitations associated with non-GAAP financial measures because they exclude charges that have an effect on our reported results and, therefore, should not be relied upon as the sole financial measures by which to evaluate our financial results. Management compensates and believes that investors also should compensate for those limitations by viewing the non-GAAP financial measures in conjunction with the GAAP financial measures. In addition, the non-GAAP financial measures included in this earnings announcement may be different from, and therefore may not be comparable to, similar measures used by other companies. The non-GAAP financial measures are also used by our management to evaluate our operating performance and benchmark our results against our historical performance and the performance of our peers.
Our non-GAAP measures are as follows:
Non-GAAP income before income taxes, net income and diluted earnings per common share
These non-GAAP measures provided a supplemental view of income before taxes, net income and diluted earnings per common share. These non-GAAP measures exclude certain transaction and integration costs, inventory step-up expense, acquired intangible asset amortization, remeasurement of deferred taxes related to acquired intangible assets due to changes in tax laws, and tax benefits or costs related to the settlement or other resolution of the FLIR tax reserves. We also adjust for any post-acquisition interest on certain income tax reserves related to FLIR. We adjust for any income tax impact related to these items to take into account the tax treatment and related tax rate and changes in tax rates that apply to each adjustment in the applicable tax jurisdiction. Generally, this results in the tax impact at the U.S. marginal tax rate for certain adjustments, including the majority of amortization of intangible assets, whereas the tax impact of other adjustments, including transaction expenses, depend on whether the amounts are deductible in the respective tax jurisdictions and the applicable tax rates in those jurisdictions. We believe these measures provide investors and management with additional means to understand and evaluate the operating results of our business by adjusting for certain expenses and benefits and present an alternative view of our performance compared with prior periods.
Non-GAAP operating income and operating margin
We define non-GAAP operating margin as non-GAAP operating income divided by net sales. These non-GAAP measures exclude certain transaction and integration costs, inventory step-up expense and acquired intangible asset amortization. We believe these measures provide investors and management with additional means to understand and evaluate the operating results of our business by adjusting for certain expenses and other items and present an alternative view of our performance compared with prior periods.
14


Non-GAAP total debt and net debt
We define non-GAAP total debt as the sum of the current portion of long-term debt and other debt and long-term debt. We define net debt as the difference between non-GAAP total debt less cash and cash equivalents. The company believes that this non-GAAP information is useful to assist investors and management in analyzing the company’s liquidity.
Non-GAAP diluted earnings per common share outlook
This non-GAAP measure represents our earnings per common share outlook for the third quarter of 2025 and total year 2025 on a fully diluted basis, excluding certain transaction and integration costs, acquired intangible asset amortization for all acquisitions, and FLIR acquisition-related tax matters.
Non-GAAP cash provided by operations and free cash flow
We define free cash flow as cash provided by operating activities (a measure prescribed by GAAP) less capital expenditures for property, plant and equipment. We believe that this non-GAAP information is useful to assist management and the investment community in analyzing the company’s ability to generate cash flow.
Non-GAAP line items used in tables
Management excludes the effect of each of the acquisition-related items identified below to arrive at the applicable non-GAAP financial measure referenced in the tables for the reasons set forth below with respect to that item:
•Acquired intangible asset amortization – We believe that excluding the amortization of acquired intangible assets, which primarily represents purchased technology and customer relationships, as well as purchase order and contract backlog, provides an alternative way for investors to compare our operations pre-acquisition to those post-acquisition and to those of our competitors that have pursued internal growth strategies. However, we note that companies that grow internally will incur costs to develop intangible assets that will be expensed in the period incurred, which may make a direct comparison more difficult.
•Transaction and integration costs – Included in our GAAP presentation of cost of sales and selling, general and administrative expenses are substantial expenses (or benefits) incurred with acquisitions and primarily include legal, accounting and other professional fees as well as integration-related costs such as employee separation costs, facility consolidation costs and facility lease impairments. Employee separation costs include required change-in-control payments, cash settlement of employee and director stock awards, as well as other employee severance amounts. We exclude those costs from our non-GAAP measures because we believe they do not reflect our ongoing financial performance.
•Inventory step-up expense – The purchase accounting entries associated with our acquisitions require us to record inventory at its fair value, which is sometimes substantial and greater than the previous book value of inventory. Included in our GAAP presentation, the increase in inventory value is amortized to cost of sales over the period that the related inventory is sold. We exclude inventory step-up amortization related to the Micropac and Qioptiq acquisitions from our non-GAAP measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results.
•FLIR acquisition-related tax matters – Included in our tax provision is post-acquisition interest on certain income tax reserves related to FLIR, as well as the tax benefits or costs related to the settlement or other resolution of the FLIR tax reserves. We exclude those impacts from our non-GAAP measures because we believe it does not reflect our ongoing financial performance.
15
EX-99.2 3 pressrelease10212025.htm EX-99.2 GEORGE BOBB AND LAURA BLACK APPOINTED TO BOARD OF DIRECTORS Document
 
Exhibit 99.2
    image_0.jpg
NewsRelease
Laura Black, Independent Director, and
George Bobb, President and Chief Executive Officer,
Appointed to Teledyne’s Board of Directors

THOUSAND OAKS, Calif. – October 21, 2025 – Teledyne Technologies Incorporated (NYSE:TDY) (“Teledyne”) announced today that Teledyne’s Board of Directors appointed Laura Black, Managing Director of Needham & Company, LLC, and George C. Bobb III, Teledyne’s President and Chief Executive Officer, to Teledyne’s Board of Directors. These additions raise the number of Board members to 12.

Ms. Black, age 64, has served as a Managing Director of Needham & Company, LLC, a full-service investment banking firm since 1999. At Needham, she has raised public and private equity capital for numerous technology companies and served as strategic financial advisor on multiple mergers and acquisitions transactions. From July 1995 to February 1999, she served as a Managing Director of Corporate Finance at Black & Company, a regional investment bank subsequently acquired by Wells Fargo Van Kasper. From July 1993 to June 1995, Ms. Black served as a Director for TRW Avionics & Surveillance Group where she evaluated acquisition candidates, managed direct investments and raised venture capital to back spin-off companies. From August 1983 to August 1992, she worked at TRW as an electrical engineer designing hardware for spread spectrum communication systems. Ms. Black currently serves as a board member of each of Viavi Solutions, Inc., a global provider of network test, monitoring and assurance solutions, since 2018, and Ichor Holdings, Ltd., a provider of critical fluid delivery subsystems and components for the semiconductor industry, since February 2019. Ms. Black earned a Master of Science degree in management from Stanford University Graduate School of Business. She holds a Master of Science in Electrical Engineering degree from Santa Clara University and a Bachelor of Science in Electrical Engineering from the University of California at Davis.

Mr. Bobb, age 51, has been Teledyne’s President and Chief Executive Officer since April 28, 2025. Previously, Mr. Bobb was Teledyne’s President and Chief Operating Officer since January 1, 2024. Prior to that role, Mr. Bobb was President of Teledyne’s Aerospace and Defense Electronics Segment and had executive leadership responsibility for the Marine Instrumentation group, the Engineered Systems Segment, Teledyne Scientific & Imaging, LLC, and Teledyne’s Information Technology functions. First joining Teledyne in 2008, Mr. Bobb also held other executive and legal positions, including Chief Compliance Officer. Prior to joining Teledyne, Mr. Bobb was the Deputy Chief of Staff of the National Security Division of the United States Department of Justice. During his tenure at the Department of Justice, he also served as Counsel for National Security Law and Policy. Mr. Bobb holds a Bachelor of Science degree from the United States Coast Guard Academy and a law degree from Yale Law School. As an active-duty Coast Guard officer, he served as a Boarding Officer and Deck Watch Officer on the United States Coast Guard Cutter Vigilant, and then as Commanding Officer of the United States Coast Guard Cutter Marlin. Mr. Bobb subsequently served as a liaison for the Coast Guard to the United States House of Representatives.

 


 
“Laura and George will make excellent additions to Teledyne’s Board of Directors,” said Robert Mehrabian, Executive Chairman. “I have known Laura for more than 20 years, and her experience with mergers, acquisitions and financings and her knowledge of the fields in which Teledyne competes will contribute to Teledyne’s growth trajectory. George has worked with me for 17 years, and he has been doing an outstanding job as President and Chief Executive Officer and being a Board member is a natural next step for a leader of his caliber.”

About Teledyne
Teledyne is a leading provider of sophisticated digital imaging products and software, instrumentation, aerospace and defense electronics, and engineered systems. Teledyne’s operations are primarily located in the United States, Canada, the United Kingdom, and Western and Northern Europe. For more information, visit Teledyne’s website at www.teledyne.com.

Contact: Jason VanWees
(805) 373-4542