Teledyne Technologies (NYSE: TDY) boosts 2026 earnings outlook after record Q2
Rhea-AI Filing Summary
Teledyne Technologies reported record second quarter 2026 orders, sales and operating profit. Net sales were $1,662.5 million, up 9.8% from a year earlier, with GAAP diluted EPS of $5.37 and non-GAAP diluted EPS of $6.28, an increase of 20.8%.
Non-GAAP operating margin improved to 23.4% from 22.2%, led by strong growth in the Digital Imaging segment, where sales rose 12.7% and non-GAAP operating income 31.2%. Management reported a funded backlog of approximately $5.0 billion, with growth across all segments.
Cash from operations reached $315.2 million and free cash flow $284.7 million. The company repaid $450.0 million of debt, reducing net debt to $1,686.9 million and ending the quarter with a consolidated leverage ratio of 1.1x. Teledyne raised full-year 2026 GAAP EPS guidance to $20.73–$20.99 and non-GAAP EPS guidance to $24.45–$24.65.
Positive
- Q2 2026 non-GAAP diluted EPS rose 20.8% to $6.28, with net income attributable to Teledyne up 19.9% to $251.7 million, reflecting strong profitability alongside 9.8% revenue growth.
- Operating margins expanded meaningfully, with GAAP operating margin rising to 20.0% and non-GAAP operating margin to 23.4%, driven especially by Digital Imaging’s 42.3% GAAP operating income increase.
- Deleveraging and balance sheet strength improved: free cash flow was $284.7 million, net debt declined to $1,686.9 million after a $450.0 million debt payment, and the consolidated leverage ratio was 1.1x.
- Full-year 2026 earnings outlook was raised, with GAAP diluted EPS guided to $20.73–$20.99 and non-GAAP EPS to $24.45–$24.65, indicating higher expected profitability than prior guidance.
Negative
- None.
Filing Explained
At June 28, debt was $2,027.0 million and cash $340.1 million; $1,160.7 million of credit capacity remained available.
This Form 8-K furnishes Teledyne’s second-quarter 2026 results through its attached press release, placing the disclosure in the completed reporting stage.
The filing reports that Teledyne made a
At
That credit-facility figure is borrowing capacity, not cash already received, while the reported debt and cash figures describe the balance-sheet position at quarter-end.
The release presents non-GAAP measures as supplements to GAAP measures, excluding specified acquisition-related items rather than replacing the GAAP results.
The filing says Teledyne continues to review acquisitions, but gives no transaction terms or timing; any such structural change would require a later disclosure.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q2 2026 Net Sales: $1,662.5 million
Q2 2026 GAAP Diluted EPS: $5.37
Q2 2026 Non-GAAP Diluted EPS: $6.28
+5 more
8 metrics
Q2 2026 Net Sales
$1,662.5 million
Net sales for the second quarter of 2026, up 9.8% year over year
Q2 2026 GAAP Diluted EPS
$5.37
GAAP diluted earnings per common share for the second quarter of 2026
Q2 2026 Non-GAAP Diluted EPS
$6.28
Non-GAAP diluted EPS for Q2 2026, an increase of 20.8% versus Q2 2025
Q2 2026 Operating Margin (GAAP)
20.0%
GAAP operating margin for the second quarter of 2026
Q2 2026 Operating Margin (Non-GAAP)
23.4%
Non-GAAP operating margin for the second quarter of 2026
Q2 2026 Cash from Operations
$315.2 million
Cash provided by operating activities in the second quarter of 2026
Q2 2026 Free Cash Flow
$284.7 million
Free cash flow in the second quarter of 2026
Net Debt as of June 28, 2026
$1,686.9 million
Total debt net of cash and cash equivalents at quarter end
Key Terms
non-GAAP, free cash flow, acquired intangible asset amortization, inventory step-up expense, +2 more
6 terms
non-GAAP financial
"Non-GAAP net income attributable to Teledyne for the second quarter of 2026 was $294.3 million"
Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.
free cash flow financial
"Second quarter cash from operations of $315.2 million and free cash flow of $284.7 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
acquired intangible asset amortization financial
"The second quarter of 2026 included $56.0 million of pretax acquired intangible asset amortization expense"
Amortization of acquired intangible assets is the gradual accounting of the purchase cost of non-physical items bought in an acquisition—things like patents, customer lists, trademarks or software—spread over their useful life. It matters to investors because this non-cash expense lowers reported profits and can sway valuation and earnings comparisons, much like slowly writing off the cost of buying a recipe or brand name instead of expensing it all at once.
inventory step-up expense financial
"The second quarter of 2025 included $1.2 million of pretax inventory step-up expense"
Inventory step-up expense is the one-time increase in the recorded cost of inventory after a company acquisition or revaluation, when unsold goods are revalued to their current fair market price. For investors it matters because that higher recorded cost becomes expense as those items are sold, which can reduce reported profits and change tax timing — like relabeling price tags higher so future sales show a bigger cost.
funded backlog financial
"we ended the quarter with approximately $5.0 billion of funded backlog"
Funded backlog is the portion of a company’s unfulfilled orders or signed contracts that already has committed financing or approved budget behind it, meaning the customer (or a funding source) has promised the money needed to pay for the work. For investors it signals clearer near-term revenue visibility and lower execution risk — like a stack of paid-for jobs waiting to be finished rather than hopeful leads — which helps assess future cash flow and growth reliability.
credit facility financial
"As of June 28, 2026, $1,160.7 million was available under the $1.20 billion credit facility"
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.
Earnings Snapshot
Net sales: $1,662.5 million · Guidance included
second quarter 2026
Net sales
$1,662.5 million
up 9.8% from $1,513.7 million in the second quarter of 2025
GAAP diluted EPS
$5.37
up from $4.43 in the second quarter of 2025
Non-GAAP diluted EPS
$6.28
up 20.8% from $5.20 in the second quarter of 2025
Net income attributable to Teledyne
$251.7 million
up 19.9% from $209.9 million in the second quarter of 2025
GAAP operating margin
20.0%
up from 18.4% in the second quarter of 2025
Non-GAAP operating margin
23.4%
up from 22.2% in the second quarter of 2025
Guidance
Management targets Q3 2026 GAAP diluted EPS of $5.10–$5.25 and non-GAAP EPS of $6.05–$6.15. Full-year 2026 GAAP diluted EPS is guided to $20.73–$20.99 and non-GAAP EPS to $24.45–$24.65, excluding specified acquisition-related items.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Teledyne Technologies (TDY) perform in Q2 2026?
Teledyne delivered strong Q2 2026 results, with net sales of $1,662.5 million, up 9.8% year over year, and GAAP diluted EPS of $5.37. Non-GAAP diluted EPS reached $6.28, an increase of 20.8% compared with the prior-year quarter.
What were Teledyne Technologies’ (TDY) segment highlights for Q2 2026?
Digital Imaging led growth, with sales of $868.7 million, up 12.7%, and a 42.3% increase in GAAP operating income. Aerospace and Defense Electronics sales rose 8.2% to $286.4 million, while all segments posted higher net sales versus Q2 2025.
How much cash flow did Teledyne Technologies (TDY) generate in Q2 2026?
Teledyne generated $315.2 million of cash from operations and $284.7 million of free cash flow in Q2 2026. Strong operating performance and lower income tax payments versus 2025 contributed to this robust cash generation.
What is Teledyne Technologies’ (TDY) updated 2026 earnings guidance?
Management now expects full-year 2026 GAAP diluted EPS of $20.73–$20.99 and non-GAAP EPS of $24.45–$24.65. For Q3 2026, GAAP EPS is guided to $5.10–$5.25 and non-GAAP EPS to $6.05–$6.15.
How is Teledyne Technologies (TDY) managing its debt and leverage?
Teledyne repaid $450.0 million of debt in Q2 2026, reducing net debt to $1,686.9 million. The quarter-end consolidated leverage ratio was 1.1x, and $1,160.7 million remained available under the $1.20 billion credit facility.
What was Teledyne Technologies’ (TDY) Q2 2026 backlog and order environment?
Management reported approximately $5.0 billion of funded backlog at quarter end and described Q2 2026 as having the strongest quarterly orders, sales and operating profit in the company’s history, supported by broad-based demand.
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): July 22, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 | ||||||
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 July 22, 2026, Teledyne Technologies Incorporated ("Teledyne") issued a press release with respect to its second quarter 2026 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 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit 99.1 | Press Release announcing second quarter 2026 financial results dated July 22, 2026 | |||||||
| 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: July 22, 2026 | ||||||||||||||
Exhibit 99.1
 |  | ||||
| 1049 Camino Dos Rios Thousand Oaks, CA 91360-2362 | |||||
NEWSRELEASE
TELEDYNE TECHNOLOGIES REPORTS
SECOND QUARTER RESULTS
THOUSAND OAKS, Calif. – July 22, 2026 – Teledyne Technologies Incorporated (NYSE:TDY)
•All time record quarterly orders, sales and operating profit
•Second quarter net sales of $1,662.5 million, an increase of 9.8% compared with last year
•Second quarter GAAP diluted earnings per share of $5.37
•Second quarter non-GAAP diluted earnings per share of $6.28, an increase of 20.8% compared with last year
•Second quarter cash from operations of $315.2 million and free cash flow of $284.7 million
•Raising full year 2026 GAAP diluted earnings per share outlook to $20.73 to $20.99 compared with the prior outlook of $20.08 to $20.44, and raising full year 2026 non-GAAP earnings per share outlook to $24.45 to $24.65, compared with the prior outlook of $23.85 to $24.15
•Quarter-end consolidated leverage ratio of 1.1x
Teledyne today reported second quarter 2026 net sales of $1,662.5 million compared with net sales of $1,513.7 million for the second quarter of 2025, an increase of 9.8%. The second quarter of 2026 net sales included $12.2 million in incremental sales from recent acquisitions. Net income attributable to Teledyne was $251.7 million ($5.37 diluted earnings per share) for the second quarter of 2026 compared with $209.9 million ($4.43 diluted earnings per share) for the second quarter of 2025, an increase of 19.9%. The second quarter of 2026 included $56.0 million of pretax acquired intangible asset amortization expense, $0.2 million of pretax transaction and integration costs, and $0.5 million of income tax benefits from FLIR acquisition-related tax matters. Excluding those items, non-GAAP net income attributable to Teledyne for the second quarter of 2026 was $294.3 million ($6.28 diluted earnings per share). The second quarter of 2025 included $54.6 million of pretax acquired intangible asset amortization expense, $1.9 million of pretax transaction and integration costs, $1.2 million of pretax inventory step-up expense and $7.7 million of income tax benefits from FLIR acquisition-related tax matters. Excluding those items, non-GAAP net income attributable to Teledyne for the second quarter of 2025 was $246.3 million ($5.20 diluted earnings per share). Operating margin was 20.0% for the second quarter of 2026 compared with 18.4% for the second quarter of 2025. Excluding the items discussed above, non-GAAP operating margin for the second quarter of 2026 was 23.4% compared with 22.2% for the second quarter of 2025.
“This morning, we were pleased to announce the strongest quarterly orders, sales and operating profit in the company’s history,” said Robert Mehrabian, Executive Chairman. “Sales and non-GAAP earnings increased 9.8% and 20.8%, respectively, and we ended the quarter with approximately $5.0 billion of funded backlog. Organic growth was greatest in our Digital Imaging segment, where infrared detectors and systems for space and airborne and marine unmanned systems, as well as counter unmanned applications, each increased considerably. Furthermore, we achieved growth in our other segments and each product line within the Instrumentation segment. At the beginning of the quarter, we repaid $450 million of gross debt, and given the strength of our balance sheet, we continue to review a number of acquisitions.”
1
Review of Operations
Comparisons are with the second quarter of 2025, unless noted otherwise.
Digital Imaging
The Digital Imaging segment’s second quarter 2026 net sales were $868.7 million compared with $771.0 million, an increase of 12.7%. Operating income was $170.2 million for the second quarter of 2026 compared with $119.6 million, an increase of 42.3%. Acquired intangible asset amortization expense for the second quarter of 2026 was $47.4 million compared with $46.3 million. Excluding this item, non-GAAP operating income for the second quarter of 2026 was $217.6 million compared with $165.9 million, an increase of 31.2%.
Second quarter of 2026 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 systems, industrial and scientific imaging systems, and X-ray products. The second quarter of 2026 included $6.1 million of incremental Digital Imaging sales from a recent acquisition. The increase in operating income primarily reflected higher net sales, favorable product mix and tariff refunds partially offset by higher research and development expense and higher inventory reserves.
Instrumentation
The Instrumentation segment’s second quarter 2026 net sales were $387.8 million compared with $367.6 million, an increase of 5.5%. Operating income was $101.4 million for the second quarter of 2026 compared with $101.6 million, a decrease of 0.2%. Acquired intangible asset amortization expense for the second quarter of 2026 was $3.4 million compared with $3.3 million. Excluding this item, non-GAAP operating income for the second quarter of 2026 was $104.8 million compared with $104.9 million, a decrease of 0.1%.
The second quarter of 2026 net sales increase resulted from a $9.7 million increase in sales of marine instrumentation primarily due to stronger offshore energy and defense markets, a $7.2 million increase in sales of environmental instrumentation primarily due to $6.1 million of incremental sales from a recent acquisition, and a $3.3 million increase in sales of electronic test and measurement instrumentation. The decrease in operating income primarily reflected the impact of unfavorable product mix in the segment.
Aerospace and Defense Electronics
The Aerospace and Defense Electronics segment’s second quarter 2026 net sales were $286.4 million compared with $264.8 million, an increase of 8.2%. Operating income was $74.5 million for the second quarter of 2026 compared with $66.6 million, an increase of 11.9%. Acquired intangible asset amortization expense for the second quarter of 2026 was $5.2 million compared with $5.0 million. The second quarter of 2025 included $0.6 million of pretax transaction and integration costs with no comparable amount in the second quarter of 2026. Inventory step-up expense for the second quarter of 2025 was $1.2 million with no comparable amount in the second quarter of 2026. Excluding acquired intangible asset amortization expense, pretax transaction and integration costs, and inventory step-up expense, non-GAAP operating income for the second quarter of 2026 was $79.7 million compared with $73.4 million, an increase of 8.6%.
Second quarter of 2026 net sales reflected higher sales of $20.8 million for defense electronics and higher sales of $0.8 million for aerospace electronics. The increase in operating income primarily reflected the impact of higher sales.
Engineered Systems
The Engineered Systems segment’s second quarter 2026 net sales were $119.6 million compared with $110.3 million, an increase of 8.4%. Operating income was $15.1 million for the second quarter of 2026 compared with $12.1 million, an increase of 24.8%.
Second quarter of 2026 net sales reflected higher sales of $8.9 million for engineered products and higher sales of $0.4 million for energy systems. The increase in operating income was primarily driven by changes in program mix.
2
Additional Financial Information
Cash Flow
Cash provided by operating activities was $315.2 million for the second quarter of 2026 compared with $226.6 million, with the increase driven by favorable operating results in the second quarter of 2026 compared with 2025 as well as lower income tax payments. Depreciation and amortization expense for the second quarter of 2026 was $85.7 million compared with $86.5 million. Stock-based compensation expense for the second quarter of 2026 was $13.9 million compared with $11.3 million.
Capital expenditures for the second quarter of 2026 were $30.5 million compared with $30.3 million. Teledyne received $3.3 million from the exercise of stock options in the second quarter of 2026 compared with $4.7 million.
As of June 28, 2026, net debt was $1,686.9 million, which is calculated as total debt of $2,027.0 million, net of cash and cash equivalents of $340.1 million. As of December 28, 2025, net debt was $2,123.0 million, representing total debt of $2,475.4 million, net of cash and cash equivalents of $352.4 million. During the second quarter of 2026, the Company made a $450.0 million debt maturity payment.
As of June 28, 2026, $1,160.7 million was available under the $1.20 billion credit facility after reductions of $39.3 million in outstanding letters of credit.
| Second Quarter | |||||||||||
| Free Cash Flow | 2026 | 2025 | |||||||||
| Cash provided by operating activities | $ | 315.2 | $ | 226.6 | |||||||
| Capital expenditures for property, plant and equipment | (30.5) | (30.3) | |||||||||
| Free cash flow | $ | 284.7 | $ | 196.3 | |||||||
Income Taxes
The effective tax rate for the second quarter of 2026 was 21.7% compared with 19.3%. The second quarter of 2026 included net discrete income tax benefits of $1.2 million compared with $8.4 million.
Other
Corporate expense was $28.0 million for the second quarter of 2026 compared with $21.7 million, with the increase related to higher compensation costs, including incentive compensation as well as higher professional services. Non-service retirement benefit income was $2.6 million for the second quarter of 2026 compared with $2.7 million. Interest expense, net of interest income, was $13.6 million for the second quarter of 2026 compared with $17.6 million, with the decrease due to lower outstanding borrowings compared with the second quarter of 2025. Other income (expense), net, primarily consisted of foreign currency exchange losses in the second quarter of 2026 and 2025.
3
Outlook
Based on its current outlook, the company’s management believes that third quarter 2026 GAAP diluted earnings per share will be in the range of $5.10 to $5.25, and full year 2026 GAAP diluted earnings per share will be in the range of $20.73 to $20.99. The company’s management further believes that third quarter 2026 non-GAAP diluted earnings per share will be in the range of $6.05 to $6.15, and full year 2026 non-GAAP diluted earnings per share will be in the range of $24.45 to $24.65. The non-GAAP outlook excludes certain transaction and integration costs and acquired intangible asset amortization.
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, 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 earnings release 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; 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; 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; the imposition and expansion of, and responses to, trade sanctions and tariffs; 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, Latin America or other oil producing regions, could negatively affect our businesses that supply the oil and gas industry. Weakness in the
4
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 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 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 28, 2025, 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.
Forward-looking statements are generally accompanied by words such as “estimate”, “project”, “predict”, “believes”, or “expect”, that convey the uncertainty of future events or outcomes. Teledyne assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise.
A live webcast of Teledyne’s second quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Wednesday, July 22, 2026. 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, July 22, 2026.
| Contact: | Jason VanWees | ||||
| (805) 373-4542 | |||||
5
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
JUNE 28, 2026 AND JUNE 29, 2025
(Unaudited — in millions, except per share amounts)
| Second Quarter | Six Months | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | 1,662.5 | $ | 1,513.7 | $ | 3,222.6 | $ | 2,963.6 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Costs of sales | 924.4 | 869.1 | 1,810.7 | 1,699.5 | |||||||||||||||||||
Selling, general and administrative | 258.7 | 229.4 | 496.1 | 463.3 | |||||||||||||||||||
Research and development | 90.2 | 82.4 | 174.8 | 156.7 | |||||||||||||||||||
| Acquired intangible asset amortization | 56.0 | 54.6 | 113.6 | 106.6 | |||||||||||||||||||
| Total costs and expenses | 1,329.3 | 1,235.5 | 2,595.2 | 2,426.1 | |||||||||||||||||||
| Operating income (loss) | 333.2 | 278.2 | 627.4 | 537.5 | |||||||||||||||||||
| Interest and debt income (expense), net | (13.6) | (17.6) | (25.9) | (34.9) | |||||||||||||||||||
| Non-service retirement benefit income (expense), net | 2.6 | 2.7 | 5.3 | 5.5 | |||||||||||||||||||
| Other income (expense), net | (0.9) | (2.7) | (6.8) | (8.6) | |||||||||||||||||||
| Income (loss) before income taxes | 321.3 | 260.6 | 600.0 | 499.5 | |||||||||||||||||||
Provision (benefit) for income taxes | 69.6 | 50.2 | 121.5 | 100.3 | |||||||||||||||||||
| Net income (loss) including noncontrolling interest | 251.7 | 210.4 | 478.5 | 399.2 | |||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | — | 0.5 | — | 0.7 | |||||||||||||||||||
| Net income (loss) attributable to Teledyne | $ | 251.7 | $ | 209.9 | $ | 478.5 | $ | 398.5 | |||||||||||||||
Diluted earnings per common share | $ | 5.37 | $ | 4.43 | $ | 10.20 | $ | 8.41 | |||||||||||||||
Weighted average diluted common shares outstanding | 46.9 | 47.4 | 46.9 | 47.4 | |||||||||||||||||||
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 SECOND QUARTER AND SIX MONTHS ENDED
JUNE 28, 2026 AND JUNE 29, 2025
(Unaudited — $ in millions)
| Second Quarter | % Change | Six Months | % Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||
Digital Imaging | $ | 868.7 | $ | 771.0 | 12.7 | % | $ | 1,685.6 | $ | 1,528.0 | 10.3 | % | |||||||||||||||||||||||
Instrumentation | 387.8 | 367.6 | 5.5 | % | 749.2 | 710.9 | 5.4 | % | |||||||||||||||||||||||||||
| Aerospace and Defense Electronics | 286.4 | 264.8 | 8.2 | % | 563.9 | 507.3 | 11.2 | % | |||||||||||||||||||||||||||
| Engineered Systems | 119.6 | 110.3 | 8.4 | % | 223.9 | 217.4 | 3.0 | % | |||||||||||||||||||||||||||
| Total net sales | $ | 1,662.5 | $ | 1,513.7 | 9.8 | % | $ | 3,222.6 | $ | 2,963.6 | 8.7 | % | |||||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||||||||||||||
Digital Imaging | $ | 170.2 | $ | 119.6 | 42.3 | % | $ | 311.9 | $ | 241.9 | 28.9 | % | |||||||||||||||||||||||
Instrumentation | 101.4 | 101.6 | (0.2) | % | 189.8 | 194.3 | (2.3) | % | |||||||||||||||||||||||||||
| Aerospace and Defense Electronics | 74.5 | 66.6 | 11.9 | % | 145.9 | 122.3 | 19.3 | % | |||||||||||||||||||||||||||
| Engineered Systems | 15.1 | 12.1 | 24.8 | % | 26.8 | 22.9 | 17.0 | % | |||||||||||||||||||||||||||
| Corporate expense | (28.0) | (21.7) | 29.0 | % | (47.0) | (43.9) | 7.1 | % | |||||||||||||||||||||||||||
| Operating income (loss) | 333.2 | 278.2 | 19.8 | % | 627.4 | 537.5 | 16.7 | % | |||||||||||||||||||||||||||
| Interest and debt income (expense), net | (13.6) | (17.6) | (22.7) | % | (25.9) | (34.9) | (25.8) | % | |||||||||||||||||||||||||||
| Non-service retirement benefit income (expense), net | 2.6 | 2.7 | (3.7) | % | 5.3 | 5.5 | (3.6) | % | |||||||||||||||||||||||||||
| Other income (expense), net | (0.9) | (2.7) | (66.7) | % | (6.8) | (8.6) | (20.9) | % | |||||||||||||||||||||||||||
| Income (loss) before income taxes | 321.3 | 260.6 | 23.3 | % | 600.0 | 499.5 | 20.1 | % | |||||||||||||||||||||||||||
Provision (benefit) for income taxes | 69.6 | 50.2 | 38.6 | % | 121.5 | 100.3 | 21.1 | % | |||||||||||||||||||||||||||
| Net income (loss) including noncontrolling interest | 251.7 | 210.4 | 19.6 | % | 478.5 | 399.2 | 19.9 | % | |||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | — | 0.5 | (100.0) | % | — | 0.7 | (100.0) | % | |||||||||||||||||||||||||||
| Net income (loss) attributable to Teledyne | $ | 251.7 | $ | 209.9 | 19.9 | % | $ | 478.5 | $ | 398.5 | 20.1 | % | |||||||||||||||||||||||
These condensed consolidated financial statements were prepared in accordance with U.S. GAAP.
7
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
| June 28, 2026 | December 28, 2025 | ||||||||||
(Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 340.1 | $ | 352.4 | |||||||
| Accounts receivable and unbilled receivables, net | 1,363.5 | 1,367.0 | |||||||||
| Inventories, net | 1,166.4 | 1,043.3 | |||||||||
| Prepaid expenses and other current assets | 330.6 | 292.9 | |||||||||
| Total current assets | 3,200.6 | 3,055.6 | |||||||||
| Property, plant and equipment, net | 833.8 | 839.1 | |||||||||
| Goodwill and acquired intangible assets, net | 10,646.1 | 10,787.7 | |||||||||
| Prepaid pension assets | 295.3 | 286.2 | |||||||||
| Other assets, net | 304.6 | 316.7 | |||||||||
| Total assets | $ | 15,280.4 | $ | 15,285.3 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Accounts payable | $ | 492.3 | $ | 486.6 | |||||||
| Accrued liabilities | 975.0 | 923.4 | |||||||||
| Current portion of long-term debt | 0.1 | 450.1 | |||||||||
| Total current liabilities | 1,467.4 | 1,860.1 | |||||||||
| Long-term debt, net of current portion | 2,026.9 | 2,025.3 | |||||||||
| Other long-term liabilities | 867.6 | 886.0 | |||||||||
| Total liabilities | 4,361.9 | 4,771.4 | |||||||||
| Redeemable noncontrolling interest | — | — | |||||||||
Total stockholders’ equity | 10,918.5 | 10,513.9 | |||||||||
| Total liabilities and equity | $ | 15,280.4 | $ | 15,285.3 | |||||||
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 SECOND QUARTER ENDED JUNE 28, 2026 AND JUNE 29, 2025
(Unaudited — in millions)
| Second Quarter | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net income (loss) including noncontrolling interest | $ | 251.7 | $ | 210.4 | |||||||
| Depreciation and amortization | 85.7 | 86.5 | |||||||||
| Stock-based compensation | 13.9 | 11.3 | |||||||||
Changes in operating assets and liabilities and other operating activity | (36.1) | (81.6) | |||||||||
Net cash provided by (used in) operating activities | 315.2 | 226.6 | |||||||||
| Investing Activities | |||||||||||
| Purchases of property, plant and equipment | (30.5) | (30.3) | |||||||||
Other investing, net | (5.2) | 0.1 | |||||||||
Net cash provided by (used in) investing activities | (35.7) | (30.2) | |||||||||
| Financing activities | |||||||||||
Net proceeds from (repayments on) credit facility | — | (315.0) | |||||||||
Proceeds from (payments on) fixed rate senior notes | (450.0) | (30.0) | |||||||||
Proceeds from (payments on) other debt | (0.4) | (0.9) | |||||||||
| Proceeds from exercise of stock options | 3.3 | 4.7 | |||||||||
| Other financing, net | (8.0) | (3.2) | |||||||||
Net cash provided by (used in) financing activities | (455.1) | (344.4) | |||||||||
| Effect of exchange rate changes on cash | (5.7) | (2.6) | |||||||||
| Changes in cash and cash equivalents | (181.3) | (150.6) | |||||||||
| Cash and cash equivalents—beginning of period | 521.4 | 461.5 | |||||||||
| Cash and cash equivalents—end of period | $ | 340.1 | $ | 310.9 | |||||||
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 SECOND QUARTER AND SIX MONTHS ENDED
JUNE 28, 2026 AND JUNE 29, 2025
(Unaudited — in millions, except per share amounts)
Second Quarter 2026 | Second Quarter 2025 | ||||||||||||||||||||||||||||||||||
Income (Loss) Before Income Taxes | Net Income (Loss) Attributable to Teledyne | Diluted Earnings per Common Share | Income (Loss) Before Income Taxes | Net Income (Loss) Attributable to Teledyne | Diluted Earnings per Common Share | ||||||||||||||||||||||||||||||
| GAAP | $ | 321.3 | $ | 251.7 | $ | 5.37 | $ | 260.6 | $ | 209.9 | $ | 4.43 | |||||||||||||||||||||||
| Adjusted for specified items: | |||||||||||||||||||||||||||||||||||
Transaction and integration costs | 0.2 | 0.2 | 0.01 | 1.9 | 1.4 | 0.03 | |||||||||||||||||||||||||||||
Inventory step-up expense | — | — | — | 1.2 | 0.9 | 0.02 | |||||||||||||||||||||||||||||
| Acquired intangible asset amortization | 56.0 | 42.9 | 0.91 | 54.6 | 41.8 | 0.88 | |||||||||||||||||||||||||||||
FLIR acquisition-related tax matters | — | (0.5) | (0.01) | — | (7.7) | (0.16) | |||||||||||||||||||||||||||||
| Non-GAAP | $ | 377.5 | $ | 294.3 | $ | 6.28 | $ | 318.3 | $ | 246.3 | $ | 5.20 | |||||||||||||||||||||||
| Six Months 2026 | Six Months 2025 | ||||||||||||||||||||||||||||||||||
Income (Loss) Before Income Taxes | Net Income (Loss) Attributable to Teledyne | Diluted Earnings per Common Share | Income (Loss) Before Income Taxes | Net Income (Loss) Attributable to Teledyne | Diluted Earnings per Common Share | ||||||||||||||||||||||||||||||
| GAAP | $ | 600.0 | $ | 478.5 | $ | 10.20 | $ | 499.5 | $ | 398.5 | $ | 8.41 | |||||||||||||||||||||||
| Adjusted for specified items: | |||||||||||||||||||||||||||||||||||
Transaction and integration costs | 0.4 | 0.3 | 0.01 | 8.7 | 6.5 | 0.13 | |||||||||||||||||||||||||||||
Inventory step-up expense | — | — | — | 1.8 | 1.4 | 0.03 | |||||||||||||||||||||||||||||
| Acquired intangible asset amortization | 113.6 | 86.9 | 1.85 | 106.6 | 81.6 | 1.72 | |||||||||||||||||||||||||||||
| FLIR acquisition-related tax matters | — | — | — | — | (7.7) | (0.16) | |||||||||||||||||||||||||||||
| Non-GAAP | $ | 714.0 | $ | 565.7 | $ | 12.06 | $ | 616.6 | $ | 480.3 | $ | 10.13 | |||||||||||||||||||||||
10
TELEDYNE TECHNOLOGIES INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
JUNE 28, 2026 AND JUNE 29, 2025
(Unaudited — $ in millions)
Second Quarter 2026 | Second Quarter 2025 | ||||||||||||||||||||||
Operating Income (Loss) | Operating Margin | Operating Income (Loss) | Operating Margin | ||||||||||||||||||||
| GAAP | $ | 333.2 | 20.0 | % | $ | 278.2 | 18.4 | % | |||||||||||||||
| Adjusted for specified items: | |||||||||||||||||||||||
Transaction and integration costs | 0.2 | 1.9 | |||||||||||||||||||||
Inventory step-up expense | — | 1.2 | |||||||||||||||||||||
| Acquired intangible asset amortization | 56.0 | 54.6 | |||||||||||||||||||||
| Non-GAAP | $ | 389.4 | 23.4 | % | $ | 335.9 | 22.2 | % | |||||||||||||||
| Six Months 2026 | Six Months 2025 | ||||||||||||||||||||||
Operating Income (Loss) | Operating Margin | Operating Income (Loss) | Operating Margin | ||||||||||||||||||||
| GAAP | $ | 627.4 | 19.5 | % | $ | 537.5 | 18.1 | % | |||||||||||||||
| Adjusted for specified items: | |||||||||||||||||||||||
Transaction and integration costs | 0.4 | 8.7 | |||||||||||||||||||||
Inventory step-up expense | — | 1.8 | |||||||||||||||||||||
| Acquired intangible asset amortization | 113.6 | 106.6 | |||||||||||||||||||||
| Non-GAAP | $ | 741.4 | 23.0 | % | $ | 654.6 | 22.1 | % | |||||||||||||||
11
TELEDYNE TECHNOLOGIES INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
JUNE 28, 2026 AND JUNE 29, 2025
(Unaudited — in millions)
Second Quarter 2026 | |||||||||||||||||||||||||||||
GAAP Operating Income (Loss) | Acquired Intangible Asset Amortization | Inventory Step-up Expense | Transaction and Integration Costs | Non-GAAP Operating Income (Loss) | |||||||||||||||||||||||||
| Digital Imaging | $ | 170.2 | $ | 47.4 | $ | — | $ | — | $ | 217.6 | |||||||||||||||||||
| Instrumentation | 101.4 | 3.4 | — | — | 104.8 | ||||||||||||||||||||||||
| Aerospace and Defense Electronics | 74.5 | 5.2 | — | — | 79.7 | ||||||||||||||||||||||||
| Engineered Systems | 15.1 | — | — | — | 15.1 | ||||||||||||||||||||||||
| Corporate expense | (28.0) | — | — | 0.2 | (27.8) | ||||||||||||||||||||||||
| Total | $ | 333.2 | $ | 56.0 | $ | — | $ | 0.2 | $ | 389.4 | |||||||||||||||||||
Second 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 | $ | 119.6 | $ | 46.3 | $ | — | $ | — | $ | 165.9 | |||||||||||||||||||
| Instrumentation | 101.6 | 3.3 | — | — | 104.9 | ||||||||||||||||||||||||
| Aerospace and Defense Electronics | 66.6 | 5.0 | 1.2 | 0.6 | 73.4 | ||||||||||||||||||||||||
| Engineered Systems | 12.1 | — | — | — | 12.1 | ||||||||||||||||||||||||
| Corporate expense | (21.7) | — | — | 1.3 | (20.4) | ||||||||||||||||||||||||
| Total | $ | 278.2 | $ | 54.6 | $ | 1.2 | $ | 1.9 | $ | 335.9 | |||||||||||||||||||
| Six Months 2026 | |||||||||||||||||||||||||||||
GAAP Operating Income (Loss) | Acquired Intangible Asset Amortization | Inventory Step-up Expense | Transaction and Integration Costs | Non-GAAP Operating Income (Loss) | |||||||||||||||||||||||||
| Digital Imaging | $ | 311.9 | $ | 95.4 | $ | — | $ | — | $ | 407.3 | |||||||||||||||||||
| Instrumentation | 189.8 | 6.9 | — | — | 196.7 | ||||||||||||||||||||||||
| Aerospace and Defense Electronics | 145.9 | 11.3 | — | — | 157.2 | ||||||||||||||||||||||||
| Engineered Systems | 26.8 | — | — | — | 26.8 | ||||||||||||||||||||||||
| Corporate expense | (47.0) | — | — | 0.4 | (46.6) | ||||||||||||||||||||||||
| Total | $ | 627.4 | $ | 113.6 | $ | — | $ | 0.4 | $ | 741.4 | |||||||||||||||||||
| Six 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 | $ | 241.9 | $ | 91.7 | $ | — | $ | — | $ | 333.6 | |||||||||||||||||||
| Instrumentation | 194.3 | 6.5 | — | — | 200.8 | ||||||||||||||||||||||||
| Aerospace and Defense Electronics | 122.3 | 8.4 | 1.8 | 3.8 | 136.3 | ||||||||||||||||||||||||
| Engineered Systems | 22.9 | — | — | — | 22.9 | ||||||||||||||||||||||||
| Corporate expense | (43.9) | — | — | 4.9 | (39.0) | ||||||||||||||||||||||||
| Total | $ | 537.5 | $ | 106.6 | $ | 1.8 | $ | 8.7 | $ | 654.6 | |||||||||||||||||||
12
TELEDYNE TECHNOLOGIES INCORPORATED
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited — in millions, except per share amounts)
| June 28, 2026 | December 28, 2025 | ||||||||||
| Current portion of long-term debt | $ | 0.1 | $ | 450.1 | |||||||
| Long-term debt | 2,026.9 | 2,025.3 | |||||||||
Total debt — non-GAAP | 2,027.0 | 2,475.4 | |||||||||
| Less cash and cash equivalents | (340.1) | (352.4) | |||||||||
Net debt — non-GAAP | $ | 1,686.9 | $ | 2,123.0 | |||||||
| Third Quarter 2026 | Full Year 2026 | ||||||||||||||||||||||
| Low | High | Low | High | ||||||||||||||||||||
GAAP Diluted Earnings per Common Share Outlook | $ | 5.10 | $ | 5.25 | $ | 20.73 | $ | 20.99 | |||||||||||||||
| Adjusted for specified items: | |||||||||||||||||||||||
Transaction and integration costs | — | — | 0.02 | 0.01 | |||||||||||||||||||
| Acquired intangible asset amortization | 0.95 | 0.90 | 3.70 | 3.65 | |||||||||||||||||||
Non-GAAP Diluted Earnings per Common Share Outlook | $ | 6.05 | $ | 6.15 | $ | 24.45 | $ | 24.65 | |||||||||||||||
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 provide 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 2026 and total year 2026 on a fully diluted basis, excluding certain transaction and integration costs and acquired intangible asset amortization for all acquisitions.
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. In 2025, we excluded 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