Teledyne Technologies (TDY) 10-K risk factor changes: FY2016 vs FY2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K and in Teledyne’s [removed: 2014] [added: 2015] Annual Report to Stockholders.

We develop and manufacture products for customers in the energy exploration and production markets, domestic and international commercial aerospace markets, the semiconductor industry, the consumer [removed: electronics] [added: electronics, telecommunications] and automotive industries, each of which has been [removed: cyclical] [added: cyclical, exhibited rapid changes] and suffered from fluctuating market demands.

For example, [added: in 2014] several of our major customers [removed: have recently announced a reduction in] [added: reduced] their marine seismic [removed: operations, including reduction in the size of their fleets and steps to reduce costs and capital expenditures] [added: operations] in connection with a general slowdown in the marine seismic exploration industry.

During [removed: 2014,] [added: 2015,] sales to international customers accounted for approximately [removed: 45%] [added: 44%] of our total revenues, compared with [removed: 44%] [added: 45%] in [removed: 2013] [added: 2014] and [removed: 39%] [added: 44%] in [removed: 2012.][added: 2013.]

In [removed: 2014,] [added: 2015,] we sold products to customers in over 100 countries.

The [removed: 2014] [added: 2015] top five countries for international sales were the United Kingdom, Norway, China, Germany and South Korea, constituting 21% of our total sales.

Our acquisitions, including [added: Bowtech and ICM in 2015,] Bolt in 2014, RESON in 2013, LeCroy in 2012 and DALSA in 2011, contributed to greater international sales.

Risks associated with international sales [removed: include:][added: include, but are not limited to:]

[removed: With the 2011 acquisition of] [added: Given our several] Canada-based [removed: DALSA and the 2012 acquisitions of the majority interest in the parent company of Optech, also Canada-based,] [added: businesses,] volatility in the value of the Canadian dollar relative to the U.S. dollar, or other foreign currencies, could adversely affect the business, operations and the financial condition of our Digital Imaging segment.

Our [removed: U.K.-based] [added: United Kingdom (“U.K.”)-based] businesses and sales to customers in the U.K. could be adversely impacted by uncertainty related to continued U.K. membership in the European Union and continued austerity measures imposed by the U.K. Government.

We are also exposed to foreign currency exchange rate risk inherent in our sales commitments, anticipated sales and expenses, and assets and liabilities denominated in currencies other than the local functional currency, and may also become subject to interest rate risk inherent in any debt we incur, or [removed: investment portfolios] [added: financial investments] we hold.

[removed: An increasingly] [added: A] material amount of our total revenues is derived from companies in the oil and gas industry, especially the offshore oil and gas industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and gas prices.

[removed: An increasingly] [added: A] material amount of our total revenues is derived from customers in or connected to the oil and gas exploration, development and production, especially the offshore oil and gas industry.

Our largest commercial customer is in the offshore oil and gas industry and accounted for [removed: 2.8%, 3.6%] [added: 2.3%, 2.8%] and [removed: 3.4%] [added: 3.6%] of total sales in [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

In [removed: 2014,] [added: 2014 and again in 2015 and 2016,] the price of Brent crude oil experienced dramatic declines, from a high of $116 in June 2014, to a low of [removed: $56] [added: $27] in [removed: December 2014.][added: January 2016.]

| • | the price and availability of alternative fuels; [removed: and] |

| • | climate change regulation that provide incentives to conserve energy or use alternative energy [removed: sources.] [added: sources; and] |

Our 2014 acquisition of Bolt [removed: increases] [added: increased] our exposure to offshore oil and gas exploration markets.

For example, our acquisition of Bolt in 2014 [removed: increases] [added: increased] our exposure to the offshore energy exploration market.

These acquisitions, coupled with our [removed: acquisitions of additional Canada-based companies (Optech and VariSystems) and U.K.-based PDM Neptec in 2012 and also our 2013 acquisitions] [added: other recently acquired companies, located outside] of [removed: Denmark-based RESON, U.K.-based CDL and Netherlands-based Axiom,] [added: the United States,] also increased the percentage of revenues and expenses that arise from international sources and consequently our exposure to U.S. and foreign policy changes and exchange rate fluctuations.

Our [removed: 2014] [added: 2015] management’s report specifically excludes from its scope and coverage our [removed: 2014] [added: 2015] acquisitions of [removed: Bolt, Oceanscience, Atlas] [added: Bowtech] and [removed: Photon,] [added: ICM,] allowing us additional time to evaluate existing internal controls and implement additional controls as appropriate.

We are required to expense, as incurred, such transaction costs, which may have [removed: an] [added: a material] adverse impact on our quarterly financial results.

Further, the acquisitions of public companies, such as Bolt and LeCroy, now routinely trigger purported class action [added: lawsuits, filed by shareholders of the target companies, the defense of which has increased transaction costs, among other things.]

United States and global responses to terrorism, [removed: the winding down of war in Afghanistan,] continuing turmoil in Middle Eastern countries, concerns regarding nuclear proliferation and the safety of nuclear energy, potential epidemics, financial issues facing airlines and volatile energy prices increase uncertainties with respect to many of our businesses and may adversely affect our business and results of operations.

United States’ and global responses to terrorism, [removed: the winding down of war in Afghanistan,] continuing turmoil in Middle Eastern countries and nuclear proliferation concerns increase uncertainties with respect to U.S. and other business and financial markets and could adversely affect our business and operations.

Air travel declines have occurred after terrorist attacks and heightened security alerts, as well as after the [removed: H1N1 virus, SARS and bird flu scares.][added: high-profile outbreaks of disease.]

Conversely, lower oil prices [removed: could decrease] [added: have decreased] oil exploration and petrochemical refining activities and [removed: hinder] [added: have hindered] our marine and other instrumentation businesses.

Our [removed: dependence on] revenue from government contracts subjects us to many risks:

Our revenue from [added: U.S.] government contracts depends on the continued availability of funding from the U.S. Government, and, accordingly, we have the risk that funding for our existing contracts may be canceled or diverted to other uses or delayed.

Sales under contracts with the U.S. Government as a whole, including sales under contracts with the U.S. Department of Defense, as prime contractor or subcontractor, represented approximately [removed: 25%] [added: 26%] of our total revenue in [removed: 2014,] [added: 2015,] compared with [removed: 27%] [added: 25%] in [removed: 2013] [added: 2014] and [removed: 32%] [added: 27%] in [removed: 2012.][added: 2013.]

The U.S. Government shutdown during 2013 negatively affected many of our businesses, and the failure by Congress to approve future budgets on a timely basis could delay procurement of our [removed: services and] products and [added: services and] cause us to lose future revenues.

The continued war on terrorism [removed: and the winding down of the war in Afghanistan] also could result in a diversion of funds from programs in which Teledyne participates.

Changes in policy and budget priorities by the President, his Administration and [removed: our] [added: the U.S.] Congress for various Defense and NASA programs could continue to impact our Engineered [removed: Systems and] [added: Systems,] Aerospace and Defense Electronics [added: and Digital Imaging] segments.

Our Engineered Systems segment may be further impacted by delays in production runs under the JASSM and Harpoon missile [removed: programs.][added: programs, as well as U.S. Department of Defense directives to introduce competitive bidding for programs on which we have previously served as sole source.]

The timing of program cycles can affect our results of operations for a particular quarter or [removed: year.][added: year, and cancellations of significant programs such as the Objective Simulation Framework (“OSF”) or the Shallow Water Combat Submersible (“SWCS”) would affect our results.]

It is [added: also] not uncommon for the U.S. Department of Defense to delay the timing of awards for major programs for six to twelve [removed: months, or more, beyond the original projected timeframe, as evidenced by the 2013-awards of the Test Execution Services and Launch Augmentation program.][added: months.]

We had [removed: three] [added: eight] U.S. Government contracts terminated for convenience in [removed: 2014,] [added: 2015,] compared with [removed: four] [added: three] in [removed: 2013] [added: 2014] and [removed: six] [added: four] in [removed: 2012.][added: 2013.]

A number of our U.S. Government prime contracts and subcontracts are fixed-price type contracts [removed: (58%] [added: (54%] of our total U.S. Government contracts were fixed-price in [removed: 2014, 60%] [added: 2015, 58%] in [removed: 2013] [added: 2014] and [removed: 59%] [added: 60%] in [removed: 2012).][added: 2013).]

We may lose money [added: or generate lower profits] on some contracts if we fail to meet these estimates.

As of [removed: December 28, 2014,] [added: January 3, 2016,] we had [removed: $694.7] [added: $765.5] million in total outstanding indebtedness.

In 2015, for example, our revenue and income were negatively impacted by the downturn in energy markets.

| • | the recent proposal by the President to impose a tax on each barrel of oil produced. |

Changes in future business conditions could cause business investments, goodwill and other long-lived assets to become impaired, resulting in significant losses and write-downs that would reduce our operating income.

The 2015 Paris terrorist attacks or the Syrian refugee crisis could result in governments in Europe imposing greater restrictions on the movement of personnel or goods, which could adversely impact our businesses located within the European Union or our ability to sell products in that region.

On November 2, 2015, the President signed the Bipartisan Budget Act of 2015 (the Budget Act).

The Budget Act raises the statutory limit on the amount of permissible federal debt (the debt ceiling) until March 2017 and raises the sequester caps imposed by the Budget Control Act of 2011 by $80.0 billion, split equally between defense and domestic spending, over the next two years.

On December 18, 2015, Congress passed and the President signed the Consolidated Appropriations Act of 2016, which provides funding for the U.S. government for the government’s 2016 fiscal year, providing $1.1 trillion in discretionary funding for federal agencies through September 2016.

The upcoming 2016 Presidential election could also generate uncertainty or Congressional inaction that results in further delay in funding and timing of awards that could have a material impact on our revenues in 2016.

Teledyne Brown Engineering is developing the MUSES, an Earth imaging platform, as part of our commercial space-based digital imaging business.

The MUSES platform depends on continued operation of the ISS, and we may not be successful in developing the technology or commercial relationships necessary to make this investment profitable.

The outcome of the upcoming 2016 Presidential election could also lead to changes to the nation’s space policy, some or all of which could materially impact our results.

No contributions were made to the domestic pension plan in 2015 or 2014.

Recent trends by China’s aviation authority to relax restrictions on airspace may be reversed, and anticipated new regulations loosening airspace restrictions may not materialize, which could impact the future prospects of our commercial aerospace businesses.

China’s aviation authorities are also proposing new safety regulations for airlines that could result in increased sales of our avionics products in China.

If these regulations are not adopted, or are not adopted in a manner that benefits us, the growth prospects of our commercial aerospace business in China may be limited.

In 2015, we began to consolidate some of the businesses units and facilities in our Instrumentation segment, which is expected to continue in 2016.

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

There is no assurance that our efforts will be successful.

If we do not successfully manage our current consolidation activities, or any other similar activities that we may undertake in the future, expected efficiencies and benefits might be delayed or not realized, and our operations and business could be disrupted.

In fiscal 2015, our stock price declined 15%.

| • | the outcome of the 2016 U.S. Presidential election; and |

We have in the past repurchased shares of our stock pursuant to board-approved stock repurchase programs.

We cannot provide assurances that we will continue to repurchase shares under those programs, or that our board will authorize new repurchase programs.

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lawsuits, filed by shareholders of the target companies, the defense of which has increased transaction costs, among other things.

While the two-year budget agreement set forth in the Bipartisan Budget Act of 2013 lessened the across-the-board cuts of sequestration, sequestration continues to be in effect, including for the U.S. Department of Defense.

The two-year budget agreement reduced the $52 billion that the U.S. Department of Defense was supposed to lose in 2014 by $21 billion, which translates to a 1.2% reduction compared to 2013, as compared to the originally set 6% reduction.

Cuts for 2015 were reduced by $10 billion.

Sequestration has already negatively affected some of the defense programs in which we participate as well, including the Missile Defense Agency’s Objective Simulation Framework program, and we expect our defense programs to continue to be negatively impacted by the continuing effects of sequestration or other defense spending delays and cuts.

We anticipate continuing scrutiny of those budgets to impact our revenues.

For example, Teledyne Brown Engineering, Inc.’s Ground-based Midcourse Defense program was negatively impacted by both the nominal end date of development activity and the change in focus of the current Administration relative to missile defense.

The Administration plans to utilize commercial launch vehicles for crew and cargo ISS expeditions, and develop a NASA heavy lift launch vehicle for space exploration.

As a result of these changes, we have been attempting to transition our business to meet the needs of the new policy and programs, with the further understanding that the existing ISS will continue to be fully functional and supported and that the U.S. will continue investment in human space flight.

We may elect to raise other forms of debt capital, depending on financial, market and economic conditions.

In 2012, in an effort to reduce the risks associated with our current and future domestic pension obligation, we amended the pension plan to change the rate at which pension benefits accrue after February 29, 2012.

In 2012 and in 2014, we offered and made lump sum payments to certain participants in the plan whose employment with Teledyne had terminated.

Our future financial results could be adversely impacted by asset impairment charges.

impairment charge.

In September 2006, we acquired a provider of research and development services primarily in the areas of electronics, optics, information sciences and materials technologies that is currently Teledyne Scientific Company, and in 2013, 2012 and 2011, we acquired RESON, LeCroy and DALSA, respectively, each of which had historically made significant investments in research and development relative to total revenues.

We may be unsuccessful in our efforts to increase our participation in new markets.

Deepwater and harsh environments demand new materials and technology from our Teledyne Oil & Gas businesses to support high temperature, high pressure locations.

We sell products to customers in industries that may again undergo rapid and unpredictable changes, which could adversely affect our operational results or production levels.

We develop and manufacture products for customers in industries that have undergone rapid changes in the past, including the semiconductor and the telecommunications industries.

In 2009, DALSA experienced a significant decline in demand for its products for the semiconductor and electronics inspection industries.

These industries, or others that we serve, may exhibit rapid changes in the future and may adversely affect our operating results, or our production levels, or both.

We

While certain

Our products include monitoring instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, digital imaging sensors and cameras, aircraft information management systems, and defense [removed: electronic] [added: electronics] and satellite communication subsystems.

Consistent with this strategy, we made [removed: four] [added: three] acquisitions in [removed: 2014,] [added: 2015,] four acquisitions in [removed: 2013] [added: 2014] and [removed: five] [added: four] acquisitions in [removed: 2012.][added: 2013.]

We acquired assets of Atlas Hydrographic GmbH (“Atlas”) to add marine sonar systems for mid [added: and deep water applications.]

In addition, in 2014 we made an [added: initial] investment in Ocean Aero, Inc.

We acquired [removed: C.D. Limited (“CDL”)] [added: CDL] to obtain additional inertial sensing and navigation products, and to accelerate the development of real-time motion sensing and communication systems for our subsea oil and gas customers.

We acquired [removed: SD Acquisition, Inc. d/b/a] CETAC [removed: Technologies (“CETAC”)] to expand our automated sample handling and sample introduction equipment for laboratory instrumentation capabilities.

[removed: These three acquisitions are] [added: RESON is] part of the Instrumentation segment.

[removed: Axiom] [added: Optech] is part of the Digital Imaging segment.

[removed: In addition, in 2013] [added: On July 8, 2013,] a subsidiary of Teledyne purchased the remaining 49% interest in Nova Research, Inc. (“Nova [removed: Sensors”).][added: Sensors”) that it did not already own for $4.9 million.]

During [removed: 2013,] [added: 2013 and continuing into 2014 and 2015,] in an effort to reduce ongoing costs and improve operating performance we took actions to consolidate and relocate certain facilities and reduce headcount across various businesses, reducing our exposure to weak end markets and high cost locations.

[removed: In 2014,] [added: We reported 2015] sales [removed: totaled $2,394.0] [added: of $2,298.1] million, compared with sales of [removed: $2,338.6] [added: $2,394.0] million [removed: in 2013.][added: for 2014, a decrease of 4.0%.]

Net income attributable to Teledyne [removed: for 2014,] was $217.7 million [removed: or $5.75] [added: ($5.75] per diluted [removed: share,] [added: share) for 2014,] compared with [removed: $185.0 million or $4.87 per diluted share in 2013.][added: net income]

The [added: incremental] increase in revenue [removed: included incremental sales] [added: in 2014] from [removed: acquisitions of $53.8 million.]

Net income for 2014 and 2013 also included net discrete tax benefits of $8.9 million and $21.3 million, [removed: respectively.]

With [removed: the] [added: our] recent [removed: acquisition of Bolt in 2014 and acquisitions made throughout 2011 through 2013,] [added: acquisitions,] as well as growth in our commercial markets, our business mix has continued to evolve.

We have worked to transform our product portfolio into that of a [removed: high technology] [added: high-technology] industrial company that is less dependent on U.S. Government business.

For [removed: 2014,] [added: 2015,] Teledyne’s sales were approximately [removed: 75%] [added: 74%] to commercial and international customers and [removed: 25%] [added: 26%] to the U.S. [removed: Government.][added: Government compared with about 75% commercial and international customers and 25% U.S. government in 2014.]

Our international sales [removed: also] [added: have] increased to [removed: 45%] [added: 44%] of total sales in [removed: 2014,] [added: 2015,] compared with 39% in 2012.

The Company spent [removed: $195.8] [added: $66.7] million, [removed: $128.2] [added: $195.8] million and [removed: $389.2] [added: $128.2] million on acquisitions and investments in [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

On October 22, 2014, a subsidiary of Teledyne acquired the assets of Oceanscience for $14.7 million, net of cash [removed: acquired.][added: acquired, to enhance our capabilities related to marine sensor platforms and unmanned surface vehicles.]

On August 18, 2014, a subsidiary of Teledyne acquired assets [added: of] Atlas [added: Hydrographic GmbH (“Atlas”)] for $5.2 million.

On March 31, 2014, a subsidiary of Teledyne acquired Photon [added: Machines, Inc. (“Photon”)] for an initial payment of $3.3 million.

On July 1, 2014, Teledyne made an [added: initial] investment in Ocean Aero.

[added: Based in Poway, California,] Ocean Aero is designing an unmanned surface vehicle that will also have the ability to descend subsea.

[added: In 2015,] Teledyne [added: made an additional investment in Ocean Aero, Inc. (“Ocean Aero”) and now] owns a [removed: 29.7%] [added: 36.9%] interest in Ocean Aero [removed: and it] [added: which] is accounted for [removed: as an] [added: under the] equity [removed: investment.][added: method.]

On October 22, 2013, a subsidiary of Teledyne acquired [removed: CDL] [added: C.D. Limited (“CDL”)] for $21.8 million in cash, net of cash acquired.

On August 30, 2013, a subsidiary of Teledyne acquired [added: SD Acquisition, Inc. d/b/a] CETAC [added: Technologies (“CETAC”)] for $26.4 million.

On May 8, 2013, a subsidiary of Teledyne acquired [removed: Axiom,] [added: Axiom IC B.V. (“Axiom”),] for an initial payment of $4.0 million, net of cash [removed: acquired, with an additional $1.3 million expected to be paid in equal installments over three years.][added: acquired.]

[removed: Axiom is] [added: Axiom,] located in the [removed: Netherlands and] [added: Netherlands,] is a fabless semiconductor company that develops high-performance CMOS mixed-signal integrated circuits and is part of the Digital Imaging segment.

On March 1, 2013, a subsidiary of Teledyne acquired all the outstanding shares of RESON [added: A/S (“RESON”)] for $69.7 million, net of cash acquired.

On April [removed: 2, 2012,] [added: 29, 2015,] Teledyne [added: DALSA, Inc.] acquired [removed: a majority] [added: the remaining 49% noncontrolling] interest in the parent company of Optech [added: Incorporated (“Optech”)] for [removed: $27.9 million, net of cash acquired.][added: $22.0 million in cash.]

[removed: Teledyne] [added: The Company] paid a [removed: $1.4] [added: $0.4] million purchase price adjustment in [removed: the second quarter of 2012.][added: 2015.]

On February 2, 2015, [removed: a subsidiary of] Teledyne acquired Bowtech Products Limited [added: (“Bowtech”) through a U.K.-based subsidiary] for [removed: $18.4] [added: $18.9] million in cash, net of cash acquired and including an estimated working capital adjustment.

[removed: Based in Aberdeen, Scotland,] Bowtech designs and manufactures harsh underwater environment vision systems.

Fiscal [added: year 2015 contained 53 weeks and fiscal] years [removed: 2014, 2013] [added: 2014] and [removed: 2012] [added: 2013] each contained 52 weeks.

The following [removed: is our] [added: are selected] financial [removed: information] [added: highlights] for [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] (in millions, except per-share amounts):

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Sales | | $ | [removed: 2,394.0] [added: 2,298.1] | | | $ | [removed: 2,338.6] [added: 2,394.0] | | | $ | [removed: 2,127.3] [added: 2,338.6] | |

| Cost of sales | | [removed: 1,487.1] [added: 1,427.8] | | | | [removed: 1,500.0] [added: 1,487.1] | | | | [removed: 1,379.1] [added: 1,500.0] | | |

| Selling, general and administrative expenses | | [removed: 612.4] [added: 588.6] | | | | [removed: 598.3] [added: 612.4] | | | | [removed: 505.1] [added: 598.3] | | |

On June 5, 2015, Teledyne DALSA BV, a Netherlands-based subsidiary, acquired Industrial Control Machines SA (“ICM”) a leading supplier of portable X-ray generators for non-destructive testing applications, as well as complete X-ray imaging systems for on-site security screening.

On April 29, 2015, Teledyne DALSA, Inc. acquired the remaining 49% noncontrolling interest in the parent company of Optech Incorporated (“Optech”).

On February 2, 2015, Teledyne acquired Bowtech Products Limited (“Bowtech”) through a U.K.-based subsidiary.

Also in 2015, we acquired a product line for $3.0 million of which an initial payment of $2.7 million was made in 2015.

In 2015 and 2014, we incurred $8.4 million and $4.4 million, respectively, primarily for severance related costs.

While the 2015 actions and related cash payments were substantially completed by year-end, we continue to seek cost reductions in our businesses.

On June 5, 2015, Teledyne DALSA BV, a Netherlands-based subsidiary, acquired Industrial Control Machines SA (“ICM”) for an initial payment of $21.4 million, net of cash acquired.

An additional $2.6 million of the purchase price is subject to an indemnification holdback, all or a portion of which is payable in December 2016.

Based in Liège, Belgium, ICM is a leading supplier of portable X-ray generators for non-destructive testing applications, as well as complete X-ray imaging systems for on-site security screening and is part of the Digital Imaging segment.

As a result of the purchase, the difference between the cash paid and the balance of noncontrolling interest was recorded to additional paid-in capital.

The balance of the noncontrolling interest of $41.2 million at December 28, 2014 decreased by $0.3 million for the net loss and $1.3 million in translation adjustments prior to the purchase which eliminated the remaining balance.

The balance of the noncontrolling interest of $47.0 million at December 29, 2013 decreased by $2.1 million for the net loss and $3.7 million in translation adjustments, resulting in a balance of $41.2 million at December 28, 2014.

Teledyne no longer has any noncontrolling interests.

Based in Aberdeen, Scotland, Bowtech designs and manufactures harsh underwater environment vision systems and is part of the Instrumentation segment.

Also in 2015, Teledyne made an additional $1.3 million investment in Ocean Aero, Inc. (“Ocean Aero”) and now owns a 36.9% interest in Ocean Aero which is accounted for under the equity method.

Also in 2015, we acquired a product line for $3.0 million of which an initial payment of $2.7 million was made in 2015.

Teledyne funded the purchases from borrowings under its credit facility and cash on hand.

The ICM, Bowtech and Optech acquisitions were funded with cash held by foreign subsidiaries.

The results of the acquisitions have been included in Teledyne’s results since the dates of the respective acquisition.

During 2014, Teledyne made 4 acquisitions, the largest of which was Bolt Technology Corporation (“Bolt”) in November 2014.

We acquired assets of Atlas to add marine sonar systems for mid and deep water applications.

We acquired Photon to supplement our offerings of laser-based sample introduction equipment for laboratory instrumentation.

CDL is part of the Instrumentation segment.

CETAC is part of the Instrumentation segment.

Consolidated Operating Results

| Segment contribution to total sales: | | 2015 | | | 2014 | | | 2013 | |

2015 compared with 2014

| Sales | | | 2015 | | | | 2014 | | | | % Change | |

| Instrumentation | | | $ | 1,051.1 | | | $ | 1,115.5 | | | (5.8 | )% |

| Digital Imaging | | | 379.0 | | | | 403.6 | | | | (6.1 | )% |

| Engineered Systems | | | 274.6 | | | | 271.9 | | | | 1.0 | % |

| Total sales | | | $ | 2,298.1 | | | $ | 2,394.0 | | | (4.0 | )% |

| Results of operations | | | 2015 | | | | 2014 | | | | % Change | |

| Instrumentation | | | $ | 171.0 | | | $ | 181.6 | | | (5.8 | )% |

| Digital Imaging | | | 40.0 | | | | 37.1 | | | | 7.8 | % |

| Engineered Systems | | | 26.1 | | | | 31.4 | | | | (16.9 | )% |

| Corporate expense | | | (40.2 | | ) | | (43.9 | | ) | | (8.4 | )% |

| Operating income | | | 281.7 | | | | 294.5 | | | | (4.3 | )% |

| Other income, net | | | 0.4 | | | | 6.6 | | | | (93.9 | )% |

| Income before income taxes | | | 258.2 | | | | 282.1 | | | | (8.5 | )% |

and deep water applications.

In 2013, we acquired RESON A/S (“RESON”) to increase our capabilities related to multibeam sonar systems and specialty acoustic sensors for hydrography, global marine infrastructure and offshore energy operations.

We acquired Axiom IC B.V. (“Axiom”) to add high-performance CMOS mixed-signal integrated circuits to our portfolio.

Our largest acquisition in 2012, LeCroy Corporation (“LeCroy”), broadened our portfolio of analytical instrumentation with the addition of electronic test and measurement solutions.

We acquired VariSystems Inc. (“VariSystems”) to expand our portfolio of rugged interconnect solutions.

We acquired BlueView Technologies, Inc. (“BlueView”) principally to increase our instrumentation content on AUVs and ROVs used in oil and gas and marine survey applications.

Through the acquisition of a majority interest in the parent company of Optech Incorporated (“Optech”), we added 3D imaging capability to our portfolio of visible, X-ray and ultraviolet sensors, cameras.

Optech’s bathymetric LIDAR systems are used for coastal mapping and shallow water profiling also complement our marine survey sensors and systems.

The acquisition of the parent company of PDM Neptec Limited (“PDM Neptec”) expanded our line of harsh environmental marine connectors.

In April 2011, we completed the sale of our general aviation piston engine businesses and consequently classified our Aerospace Engines and Components segment as a discontinued operation.

The actions were substantially completed by year-end 2013, although we incurred $4.4 million of similar expenses in 2014.

At December 28, 2014, we had $8.9 million in short-term reserves related to these actions.

Given the strength and diversity of Teledyne’s businesses, our consistent focus on operational excellence, as well as strategic acquisitions, we were able to achieve record sales and earnings in 2014.

In 2014, sales and net income attributable to Teledyne increased by 2.4% and 17.7%, respectively over 2013 results.

Diluted earnings per share in 2014 increased 18.1% over 2013.

This has changed from about 68% commercial and international customers and 32% U.S. government in 2012.

Oceanscience designs and manufactures marine sensor platforms and unmanned surface vehicles.

Oceanscience had sales of $6.8 million for its fiscal year ended December 31, 2013.

Teledyne expects to pay an additional $0.7 million in equal installments over the next three years.

Based in San Diego, California.

CDL had sales of £9.9 million for its fiscal year ended December 31, 2012, and is part of the Instrumentation segment.

CETAC had sales of $24.0 million for its fiscal year ended December 31, 2012, and is part of the Instrumentation segment.

On July 8, 2013, a subsidiary of Teledyne purchased the remaining 49% interest in Nova Sensors that it did not already own for $4.9 million.

RESON had sales of €50.8 million for its fiscal year ended December 31, 2012, and is part of the Instrumentation segment.

On August 3, 2012, Teledyne acquired the stock of LeCroy for $301.3 million, net of cash acquired.

LeCroy, headquartered in Chestnut Ridge, New York, is a leading supplier of oscilloscopes, protocol analyzers and signal integrity test solutions.

LeCroy had sales of $178.1 million for its fiscal year ended June 30, 2011, and is part of the Instrumentation segment.

Also on August 3, 2012, a subsidiary of Teledyne acquired the parent company of PDM Neptec for $7.4 million in cash, net of cash acquired.

PDM Neptec, located in Hampshire, United Kingdom, is part of the Instrumentation segment and operates as Teledyne Impulse-PDM Ltd. PDM Neptec had sales of £5.5 million for its fiscal year ended March 31, 2012.

On July 2, 2012, a subsidiary of Teledyne acquired BlueView for $16.3 million in cash, net of cash acquired.

BlueView, located in Seattle, Washington, is part of the Instrumentation segment and operates as Teledyne BlueView, Inc. BlueView had sales of $7.1 million for its fiscal year ended December 31, 2011.

The purchase increased Teledyne’s ownership percentage to 51% from the original 19% interest purchased in the first quarter of 2011.

With the April 2012 purchase, we now consolidate Optech’s financial results into Teledyne’s results with an appropriate adjustment for the minority ownership.

At the time of the purchase, the value of Optech’s total equity was based on the same per share price as those shares purchased by Teledyne to obtain the majority interest in 2012 and the value of the non-controlling interest was 49% of Optech’s total equity and was equal to $49.8 million.

The minority ownership of Optech was $41.3 million and $47.3 million at December 28, 2014, and December 29, 2013, respectively.

Optech had sales of CAD $54.7 million for its fiscal year ended March 30, 2012, and is reported as part of the Digital Imaging segment.

On February 25, 2012, Teledyne acquired VariSystems for $34.9 million, net of cash acquired.

VariSystems, headquartered in Calgary, Alberta, Canada, is a leading supplier of custom harsh environment interconnects used in energy exploration and production.

VariSystems had sales of CAD $27.5 million for its fiscal year ended May 31, 2011, and is part of the Instrumentation segment.

| Income from continuing operations including noncontrolling interest | | 215.6 | | | | 184.5 | | | | 162.8 | | |

Our products include monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, digital imaging sensors and cameras, aircraft information management systems, and defense [removed: electronic] [added: electronics] and satellite communication subsystems.

Total sales in [removed: 2014] [added: 2015] were [removed: $2,394.0] [added: $2,298.1] million, compared with [removed: $2,338.6] [added: $2,394.0] million in [removed: 2013] [added: 2014] and [removed: $2,127.3] [added: $2,338.6] million in [removed: 2012.][added: 2013.]

Approximately [removed: 75%] [added: 74%] of our total sales in [removed: 2014] [added: 2015] were to commercial and international customers and the balance was to the U.S. Government, as a prime contractor or subcontractor.

Approximately [removed: 58%] [added: 54%] of these U.S. Government sales were attributable to fixed-price type contracts and the balance to cost-plus-fee type contracts.

Sales to international customers accounted for approximately [removed: 45%] [added: 44%] of total sales in [removed: 2014.][added: 2015.]

Our businesses are [removed: divided into] [added: aligned in] four [removed: business] segments: Instrumentation, Digital Imaging, Aerospace and Defense [removed: Electronics] [added: Electronics,] and Engineered Systems.

The respective percentage contributions of our four business segments to our total sales in [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] are summarized in the following table:

| Instrumentation | | [removed: 47] [added: 46] | % | | [removed: 44] [added: 47] | % | | [removed: 38] [added: 44] | % |

| Digital Imaging | | [removed: 17] [added: 16] | % | | [removed: 18] [added: 17] | % | | [removed: 20] [added: 18] | % |

| Aerospace and Defense Electronics | | [removed: 25] [added: 26] | % | | [removed: 26] [added: 25] | % | | [removed: 28] [added: 26] | % |

| Engineered Systems | | [removed: 11] [added: 12] | % | | [removed: 12] [added: 11] | % | | [removed: 14] [added: 12] | % |

| (a) | [removed: Reflects a revised segment reporting structure adopted in 2013. All years presented reflect the new structure.] See further discussion of our four segments in Note [removed: 13] [added: 12] to the Notes to Consolidated Financial Statements |

We are a Delaware corporation that was spun-off as an independent company [removed: from Allegheny Teledyne Incorporated (now known as Allegheny Technologies Incorporated)] on November 29, 1999.

Consistent with our strategy, during [removed: 2014,] [added: 2015,] we made [removed: the following] acquisitions and investments [removed: for a total $195.8 million:][added: totaling $66.7 million, which included the following:]

We intend to post any amendments to [added: or waivers of] these policies, guidelines and charters on our website.

Cibik, Senior Vice President, General Counsel and Secretary, [added: at] Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360-2362, and a copy of such requested document will be provided to you, free-of-charge.

Financial information about our business segments can be found in Note [removed: 13 to] [added: 12 of] our Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

Through our 2014 acquisition of [removed: Bolt,] [added: Bolt Technology Corporation (“Bolt”),] we are now a leading supplier of marine seismic energy sources and replacement parts for offshore energy exploration.

[removed: With the 2014 acquisition of Oceanscience, we] [added: We also] design and manufacture remotely-controlled and tethered instrumentation deployment vehicles used for current measurement, seafloor mapping and measurement of physical parameters such as salinity.

Our multibeam sonar systems are used for creating highly accurate maps of underwater offshore constructions, wrecks or quay walls in [removed: harbors.][added: harbors, and in particular, high-quality maps of the seafloor.]

With advanced imaging capabilities, our sonars create images of hidden structures on the seafloor and are also used [removed: for detecting underwater mineral deposits, gas and oil seeps streaming from] [added: to create real-time images of] the [removed: seabed.][added: environment in the oceans and enable precise navigation of AUVs.]

We also manufacture subsea and topside pipeline corrosion and erosion monitoring [removed: detectors] [added: detectors, subsea pressure and temperature sensors] as well as flow integrity monitoring solutions for the oil and gas industry.

Our Teledyne [removed: Oil & Gas] [added: Marine] group and Teledyne Scientific Company continue to work collaboratively to improve the reliability of materials exposed to ultra deep-sea conditions.

Through the SeaBotix business, we design and manufacture [removed: Mini ROVs] [added: Inspection Class remotely operated vehicles (“ROVs”)] used in maritime security, [added: military,] search and rescue, aquaculture, and scientific research applications.

We serve the process control and monitoring needs of industrial plants with instruments that include gas analyzers, [added: and] vacuum and flow measurement [removed: devices and torque measurement sensors.][added: devices.]

Our [removed: high precision,] [added: high-precision,] high pressure syringe pumps measure process extraction rates of fluids ranging from liquefied gases to viscous tars.

Since our August 2012 acquisition of LeCroy Corporation (“LeCroy”), we develop, manufacture, sell and license high-performance oscilloscopes and [removed: high speed] [added: high-speed] protocol analyzers for various computer communication links.

We offer eight families of real-time oscilloscopes, which address different needs: [removed: HDO4000/HDO6000,] [added: HDO4000/HDO6000/HDO8000,] our 12-bit, [removed: high definition] [added: high-definition] oscilloscopes; LabMaster [removed: 10 Zi-A;] [added: and] WaveMaster, our industry leading high-end oscilloscope family; WavePro, which is targeted at the mid-to high-range performance sector; WaveRunner, designed for the general purpose and bench-top sector; WaveSurfer designed for users in the lower bandwidth bench-top sector of the market; WaveJet, designed for value-oriented users in the economy sector of the market; and WaveAce, our entry-level oscilloscope products.

In 2014, we released the world’s first 100GHz real-time scope, aimed at applications such as [removed: high speed] [added: high-speed] optical communications, and we extended our line of [removed: 12 bit] [added: 12-bit] oscilloscopes to include an eight channel product with specialized capabilities for analyzing power and efficiency of motors and the associated drive circuitry.

Our test and measurement products are sold into a broad range of industry sectors, including computer, semiconductor, consumer electronics, [added: power electronics,] data storage, automotive, industrial, military, aerospace and telecommunications.

We believe [added: our test and measurement products address the needs of] designers in all of these industry sectors [removed: are] [added: in] developing products [removed: which] [added: that] rely on increasingly complex electronic [removed: signals to provide the features and performance their customers require.][added: signals.]

Our Digital Imaging segment includes [removed: high performance] [added: high-performance] sensors, cameras and systems, within the visible, infrared, ultraviolet and X-ray spectra for use in industrial, government and medical applications, as well as micro electro-mechanical systems (“MEMS”).

We design, develop and manufacture image capture products, primarily consisting of [removed: high performance] [added: high-performance] image sensors and digital cameras for use in industrial, scientific, medical and [removed: professional] [added: photogrammetry] applications.

We [removed: continue to] develop high-resolution, [removed: low dose] [added: low-dose] X-ray sensors for medical, dental and industrial applications.

Our [removed: high performance] [added: high-performance] image sensors utilize both charge coupled device (“CCD”) and complementary metal-oxide semiconductor (“CMOS”) technology.

In particular, our CMOS image sensing technology is used in our large flat panel detectors for X-ray imaging and in [removed: some] [added: most] of our sensors used for industrial machine vision applications.

[removed: Unlike our OEM imaging products, this category of] [added: Our smart] cameras [removed: is] [added: are] designed to be quickly deployed by technicians on the factory floor.

Additionally, we produce and provide manufacturing services for [removed: MEMS and high voltage CMOS devices and complete integrated circuit (“IC”) products.][added: MEMS.]

The majority of our semiconductor manufacturing capacity is consumed by external customers with the remaining capacity applied towards supplying unique CCD and microbolometer [added: (for long-wave infrared detection)] fabrication services for our internal image sensor requirements.

Our Digital Imaging segment also provides Light Detection and Ranging (“LIDAR”) systems for airborne terrestrial mapping, mobile mapping, bathymetry and laser-based 3D imaging applications through our [removed: majority-owned] [added: now wholly-owned] subsidiary, Optech.

| • | Bowtech Products Limited (“Bowtech”) - Bowtech, based in Aberdeen, Scotland designs and manufactures harsh underwater environment vision systems. |

To expand our digital imaging capabilities:

| • | Industrial Control Machines SA (“ICM”) - ICM, based in Liège, Belgium, is a supplier of portable X-ray generators for non-destructive testing applications, as well as complete X-ray imaging systems for on-site security screening. |

| • | Acquired the remaining 49% noncontrolling interest in the parent company of Optech Incorporated (“Optech”). |

| Segment contribution to total sales (a) | | 2015 | | | 2014 | | | 2013 | |

Other marine products used by the U.S. Navy and commercial customers include acoustic modems for networked underwater communication and optical underwater cameras and LED lighting sources.

We manufacture complete AUVs.

We also provide laboratory automation and sample introduction systems.

In addition, we manufacture liquid chromatography instruments and accessories for the purification of organic compounds, which since our 2015 acquisition of a product line include highly sensitive evaporative light scanning detectors.

In 2015, we introduced the IQS series of Coherent Optical Receivers, featuring the industry's highest bandwidth - these products extend our technology leadership in optical modulation analysis.

We manufacture torque sensors and automatic data acquisition systems that are used to test critical control valves in nuclear power and industrial plants.

The 2015 acquisition of ICM adds lightweight X-ray sources for the inspection of materials and structures, ranging from light aviation parts to thick steel pipelines in harsh and extreme environments.

ICM’s mobile X-ray inspection systems are provided to government, security and explosive ordinance disposal personnel for the analysis of suspicious objects.

We provide a range of microwave products ranging from components to highly integrated subsystems and solutions to our customers.

In addition, we also provide higher level microwave subsystems and systems for electronic warfare, UAV, radar and military communication applications.

The first of these products, a network file server, was certified in January 2016 and production deliveries have begun.

An enhanced digital flight data acquisition unit is expected to be certified in the third quarter of 2016, with production deliveries to follow.

With the design of the SWCS engineering development model vehicle having been completed in 2015, we have started the development test phase and expect the low-rate initial production phase to begin later in 2016.

| U.S. Government sales by segment: | | 2015 | | | | 2014 | | | | 2013 | | |

Seasonality

No material portion of our business is considered to be seasonal.

With regard to our defense businesses, it is common in the defense industry for work on programs to be shared among a number of companies, including competitors.

| Carl Adams Vice President, Business Risk Assurance | | 46 | | | Mr. Adams has been Vice President, Business Risk Assurance of Teledyne since May 6, 2015. Prior to that, upon joining Teledyne on April 22, 2015, he was Senior Director, Finance. From March 2014 to March 2015, he was the Chief Financial Officer and Vice President of NeuroSigma, Inc., a developer of neurological disorder treatments. From January 2014 to March 2014, he was the Corporate Controller and Vice President for NeuroSigma, Inc. From April 2011 to January 2014, he was a founding partner of Technical Accounting and Controllership Solutions, LLP and from April 2008 to April 2011, he was a practice leader at CNM LLP. |

Mr. Geveden resigned from his positions with Teledyne and its subsidiaries effective October 6, 2015.

Following his resignation, Mr. Geveden repaid to the Company $188,983 of reimbursements and advances made to him in connection with his 2014 relocation to Canada.

He also forfeited his 2014-2016 restricted stock award, 2015-2017 restricted stock unit award, his 2015-2017 PSP award, the remaining payments under the 2012-2014 PSP awards and unvested stock options.

As a result of his resignation, Mr. Geveden was not entitled to an AIP bonus award for 2015.

Our aggregate segment operating profit and other segment income were $338.4 million in 2014, $277.9 million in 2013 and $279.8 million in 2012.

| Segment (a) | | 2014 | | | 2013 | | | 2012 | |

| | |

| --- | --- |

| • | Bolt Technology Corporation (“Bolt”) - Bolt, headquartered in Norwalk, Connecticut, with additional operations in Houston, Texas and San Diego, California, supplies marine seismic energy sources and related equipment for offshore energy exploration and, through its SeaBotix business, designs and manufactures miniature underwater remotely operated vehicles (“Mini ROVs”). |

| • | Assets of The Oceanscience Group Ltd. (“Oceanscience”) - Oceanscience, headquartered in Carlsbad, California, develops oceanographic and hydrographic deployment equipment designed to save survey time and improve data quality. |

| • | Assets of Atlas Hydrographic GmbH (“Atlas”) - Atlas, based in Bremen, Germany, designs, manufactures, and integrates marine sonar systems for mid and deep water applications. |

| • | Investment in Ocean Aero, Inc. (“Ocean Aero”) - Ocean Aero, based in Poway, California, is designing an unmanned surface vehicle that will also have the ability to descend subsea. |

To expand our environmental instrumentation product lines:

| • | Photon Machines, Inc. (“Photon”) - Photon, headquartered in Bozeman, Montana, designs and manufactures laser-based sample introduction equipment for laboratory instrumentation. |

Our businesses are divided into four segments: Instrumentation, Digital Imaging, Aerospace and Defense Electronics, and Engineered Systems.

With the 2013 acquisition of CDL Limited (“CDL”), we obtained additional subsea inertial sensing and navigation products, and our goal is to accelerate the development and deployment of real-time motion sensing and communication systems for our subsea oceanographic and oil and gas customers.

We offer 3D imaging systems for use from aircraft, fixed platforms, surface vessels and subsurface vessels over a wide range of distances and water depths.

In particular, the multibeam sonars are used to produce high quality maps of the seafloor.

Sonars are used to create real-time images of the environment in the oceans and enable precise navigation of AUVs, which are essentially advanced robots navigating through the oceans autonomously.

Bolt, acquired in 2014, added high-reliability underwater cables and connectors, as well as related electronic controllers, monitoring systems and other auxiliary equipment.

We offer a variety of marine instrumentation products used by the U.S. Navy and in energy exploration, oceanographic research and port and harbor security services.

Our products include acoustic modems for networked underwater communication and sidescan and sub-bottom profiling sonar systems.

We manufacture complete autonomous underwater vehicle systems.

Our broad line of instruments for precise measurement and control of vacuum and gas flow are used in varied applications such as semiconductor manufacturing, refrigeration, metallurgy and food processing.

With the 2013 acquisition of assets of CETAC Technologies (“CETAC”), we enhanced our laboratory automation and robotics capabilities as well as our elemental and chemical analysis systems.

Our 2014 acquisition of Photon complements our CETAC business by adding laser-ablation components to CETAC’s sample introduction systems.

Plus, we manufacture liquid chromatography instruments and accessories for the purification of organic compounds.

In addition to our real-time oscilloscopes, we have the WaveExpert family of sampling oscilloscopes and modules.

In collaboration with Teledyne Scientific Company, we also completed the design of a next generation indium phosphide (“InP”) chip.

The integrated circuit represents the first device in an expansive chip set planned for future generations of high speed oscilloscopes.

We have developed infrared cameras and hyperspectral sensors for unmanned aerial vehicles.

Over the years, principally through focused acquisitions, we have expanded our microwave components and subsystems business with a goal of providing more highly integrated microwave subsystems and solutions to our customers.

In addition, some of our products are modified to design and manufacture higher level subsystems including: UAV, mobile, and fixed location radar transmitters and receivers; test and measurement systems; and Instantaneous Frequency Measurement (“IFM”)-based systems and subsystems.

The latter includes integrated frequency locked sources and set-on receiver jammers used for the U.S. Navy and Air Force training.

We also provide custom, high-reliability bulk wire and cable assemblies to a number of marine, environmental and industrial markets.

Development has commenced with expected initial delivery of the systems expected to start in the third quarter of 2015.

With the design of the SWCS vehicle nearing completion, we started the manufacturing and test phase in 2014.

| | | 2014 | | | | 2013 | | | | 2012 | | |

| Rex D. Geveden* Executive Vice President Engineered Systems and Digital Imaging Segments | | 53 | | | Mr. Geveden has been an Executive Vice President of Teledyne having responsibility for the Engineered Systems and Digital Imaging segments since July 1, 2013. Since May 16, 2014, he also holds the title of President of Teledyne DALSA. From August 1, 2007, until his promotion as Executive Vice President, he had been President of the Engineered Systems segment. Since August 1, 2007, he has been the President of Teledyne Brown Engineering, Inc. From January 16, 2012, to July 1, 2013, he had also been the President and Chief Executive Officer of Teledyne Scientific & Imaging, LLC. From January 1, 2008, From January 1, 2008, through January 2, 2011, he had been the President of the Energy and Power Systems segment. |

| Wajid Ali* Vice President and Controller | | 41 | | | Mr. Ali has been Vice President and Controller of Teledyne since November 19, 2012. For more than five years prior to that, he had been Vice President and Chief Financial Officer of Teledyne DALSA, Inc. (formerly known as DALSA Corporation). |

The resolution in any reporting period of one or more of these matters, however, could have a material adverse effect on the results of operations for that period.

For the fiscal year ended [removed: December 28, 2014][added: January 3, 2016]

The aggregate market value of the registrant’s Common Stock held by non-affiliates on June [removed: 27, 2014,] [added: 26, 2015,] was $3.4 billion, based on the closing price of a share of Common Stock on such date, which is the last business day of the registrant’s most recently completed fiscal second quarter.

At February [removed: 24, 2015,] [added: 25, 2016,] there were [removed: 35,266,140] [added: 34,467,315] shares of the registrant’s Common Stock outstanding.

Selected portions of the registrant’s proxy statement for its [removed: 2015] [added: 2016] Annual Meeting of Stockholders (the [removed: “2015] [added: “2016] Proxy Statement”) are incorporated by reference in Part III of this Report.

| | Item 1A. Risk Factors | [removed: [13](#sEF581288B41E65A1DBBCF0DACB4146E6)] [added: [13](#s3CDBFFC1A8845707BC94F5130D7FC01F)] | |

| | [Item 1B. Unresolved Staff [removed: Comments](#s9B109B2D3FB94BC87268F0DAA8D246A3)] [added: Comments](#s3F1F200882CC53D1B22A49852B5E0629)] | [removed: [25](#s4A5DBFE4FF92E13E4D75F0DACB5D8789)] [added: [26](#s304814EA48E75A3D8855249C142DD3C5)] | |

| | [Item 2. [removed: Properties](#sFD9E87CD21022D8B7F32F0DAA78545D6)] [added: Properties](#s79C4A1C76271563581B92949015DA1E7)] | 26 | |

| | [Item 3. Legal [removed: Proceedings](#s48E7B32324E5BC124FC3F0DAA81015DF)] [added: Proceedings](#sAA36C5A399BA5E3CBF384403BFB8FCEB)] | [removed: [26](#s503D7F61251EB26A8926F0DACBA80D96)] [added: [27](#sC2DDD29ED054542F8C6EE4087495F278)] | |

| | [Item 4. Mine Safety [removed: Disclosures](#s2E9B51DF9C7974FDD880F0DAD472C5DC)] [added: Disclosures](#sDF5C6724BC725983A626637893C27550)] | [removed: [26](#s96831DB6B5F751613413F0DACBDB41A5)] [added: [27](#sE59C59A1C41050C6945EBB2FD9DBDBD8)] | |

| | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s00F471C3065964041011F0DACC80DEE7)] [added: Securities](#s5DDB3625949F5A92AA729C008C14B7C0)] | [removed: [27](#sBCEE77D9ABEC0DD5C305F0DACC2E687B)] [added: [27](#sCFC4F256CB5B51E7842086C5F22BA5D4)] | |

| | [Item 6. Selected Financial [removed: Data](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: Data](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | [removed: [28](#sC71D8711E981789CFABBF0DACC501A8C)] [added: [29](#s3DF8793FB56A5CC1B8305FE6E277828D)] | |

| | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#s62A8DE0FAC504DFE44C8F0DACF907986)s] [added: Operation](#s38F1834A65F457C7A840A642C75AD1C5)s] | [removed: [28](#s00F471C3065964041011F0DACC80DEE7)] [added: [29](#s5DDB3625949F5A92AA729C008C14B7C0)] | |

| | [Item 7A. Quantitative and Qualitative Disclosure About Market [removed: Risk](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: Risk](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | [removed: [56](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: [54](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | |

| | [Item 8. Financial Statements and Supplementary [removed: Data](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: Data](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | [removed: [56](#s2AF79B72417E852813DBF0DACEE9B2EC)] [added: [54](#sAF0D23B06B325E6CAAB7CD5A03E573D1)] | |

| | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: Disclosure](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | [removed: [56](#s9496078B698980118C9CF0DACF3D9B04)] [added: [54](#sD270FB724FCF50989CEDD947881F9E6C)] | |

| | [Item 9A. Controls and [removed: Procedures](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: Procedures](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | [removed: [56](#s62A8DE0FAC504DFE44C8F0DACF907986)] [added: [54](#s38F1834A65F457C7A840A642C75AD1C5)] | |

| | [Item 9B. Other [removed: Information](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: Information](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | [removed: [56](#s22DD0A069C5A4195B35CF0DAD038F894)] [added: [55](#sD8E108B9451E5FCCB7A06AAA7404801F)] | |

| | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#sE0E7026E783634619BF6F0DB676A049A)] [added: Governance](#s20133C60CCFC5553984548B929BD50FC)] | [removed: [57](#sF920727BEFF0F48330E3F0DAD0BECCC4)] [added: [55](#s44331BDDAF335511AF673A8E7A97D72F)] | |

| | [Item 11. Executive [removed: Compensation](#s7BAE092E8BD17A25780DF0DB676E8323)] [added: Compensation](#sEADD6885FDB35976B06E08FA523042A6)] | [removed: [57](#s9DDF9DD26920F5773B65F0DAD1105606)] [added: [55](#sEA29AC3526CF54C2A7C56071DF611A0B)] | |

| | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sA8855552EB63728AD92FF0DB6773A379)] [added: Matters](#s84AEC19190D8523C9641B648FA197A7A)] | 57 | |

| | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#s47DAA2B1DF59574ABAA6F0DB677D66E2)] [added: Independence](#s3D9B5F13BECE52879F7869C4E41F3B78)] | [removed: [58](#s7527FA85A9484667F397F0DAD1B818B0)] [added: [56](#sCB6BA10A350153B78A2C0CA06B5A21FE)] | |

| | [Item 14. Principal Accountant Fees and [removed: Services](#s7BAE092E8BD17A25780DF0DB676E8323)] [added: Services](#sEADD6885FDB35976B06E08FA523042A6)] | [removed: [58](#s460D79A91461765668D4F0DAD2090F83)] [added: [56](#sF09C89D6F3A05C198857E5DFA99C120A)] | |

| | [Item 15. Exhibits and Financial Statement [removed: Schedules](#s1E6D0AD8B664AB8F4064F0DACEB60EAE)] [added: Schedules](#s62A32A08D7BA5BDC90E63C6F6AA2A193)] | [removed: [58](#s0A4B1B5C0571432CC9E6F0DAD280BA4A)] [added: [57](#s6BE4E477E105518EBA964790248911EB)] | |

| | [INDEX TO FINANCIAL STATEMENTS AND RELATED [removed: INFORMATION](#s7BAE092E8BD17A25780DF0DB676E8323)] [added: INFORMATION](#sEADD6885FDB35976B06E08FA523042A6)] | [removed: [59](#s0B98A241CB3F4E13A549F0DAD2D26341)] [added: [58](#s6E93FD97DB62566F80FDDDEFC5B11151)] | |

For a discussion of risk factors and uncertainties associated with Teledyne and any forward looking statements made by us, see the discussion beginning [removed: at] [added: on] page 13 of this Annual Report on Form 10-K.

10-K 1 tdy-20160103x10k.htm 10-K 2015 JANUARY 3, 2016

| | [Item 1. Business](#s6BE4E477E105518EBA964790248911EB) | [1](#s12195C3C863E5DC5B533296AD5FE6FF4) | |

| | [SIGNATURES](#s62A32A08D7BA5BDC90E63C6F6AA2A193) | [100](#s901F9825FF2050BE94D0634FF8A31724) | |

| | [EXHIBIT INDEX](#s62A32A08D7BA5BDC90E63C6F6AA2A193) | [102](#s399F56BE72445F89A9C7D0DD995B7912) | |

10-K 1 tdy-20141228x10k.htm 10-K DECEMBER 28, 2014

| | [Item 1. Business](#s0A4B1B5C0571432CC9E6F0DAD280BA4A) | [1](#s4CE27933A4EE7987D60AF0DACB04F44E) | |

| | [SIGNATURES](#s1E6D0AD8B664AB8F4064F0DACEB60EAE) | [101](#s3CB481FB53A86088FB04F0DAD8AE1255) | |

| | [EXHIBIT INDEX](#s1E6D0AD8B664AB8F4064F0DACEB60EAE) | [103](#s5F2C9EC923AD3BFE5DEFF0DAD8DFCFF2) | |

The Company has [removed: 66] [added: 65] principal operating facilities in 18 states and [removed: four] [added: five] foreign countries.

Of these facilities, [removed: 24] [added: 27] are owned by the Company and [removed: 42] [added: 38] are leased.

Information on the number, ownership and location of principal operating facilities by segment was as follows at February [removed: 24, 2015:][added: 25, 2016:]

| [added: Principal operating facilities by segment:] | | | | | | | | | Location of Facilities | | |

| Instrumentation | | [removed: 10] [added: 12] | | | | [removed: 18] [added: 16] | | | California, Colorado, Connecticut, Florida, [removed: Louisiana,] Massachusetts, Nebraska, New Hampshire, New York, Ohio, Texas and Virginia | | United States, [removed: United Kingdom, Canada and] [added: Canada,] Denmark [added: and United Kingdom] |

| Digital Imaging | | [removed: 6] [added: 7] | | | | 4 | | | California, Massachusetts, North Carolina and Pennsylvania | | United States, [added: Belgium,] Canada and The Netherlands |

| Aerospace and Defense Electronics | | 7 | | | | [removed: 15] [added: 14] | | | California, Illinois, New Hampshire, Pennsylvania, Tennessee and Texas | | United States and United Kingdom |

| Engineered Systems | | 1 | | | | [removed: 5] [added: 4] | | | Alabama, Colorado, Maryland, Ohio and Tennessee | | United States and United Kingdom |

| Total | | [removed: 24] [added: 27] | | | | [removed: 42] [added: 38] | | | | | |

No information is required in response to this item.

Not applicable.

[removed: Our Common Stock is listed on the New York Stock Exchange and traded under the symbol “TDY.”] The following table sets forth, for the periods indicated, the high and low sale prices for the Common Stock as reported by the New York Stock Exchange.

| [added: High and low stock price:] | | High | | | | Low | | |

| 1st Quarter (through February 24, [removed: 2015)] [added: 2016)] | | $ | [removed: 105.50] [added: 88.38] | | | $ | [removed: 93.19] [added: 73.66] | |

On February [removed: 24, 2015,] [added: 25, 2016,] the closing sale price of our Common Stock as reported by the New York Stock Exchange was [removed: $102.99] [added: $83.32] per share.

As of February [removed: 24, 2015,] [added: 25, 2016,] there were [removed: 4,074] [added: 3,740] holders of record of the Common Stock.

We currently intend to retain any future earnings to fund the development and growth of our businesses, including through [added: potential] acquisitions.

In [removed: October 2011,] [added: January 2015,] our Board of Directors [removed: approved] [added: authorized] a stock repurchase program [removed: (“2011 repurchase program”) authorizing the Company] to repurchase [removed: up to] 2,500,000 shares of [removed: its] [added: our] common stock.

Our Common Stock is listed on the New York Stock Exchange and traded under the symbol “TDY”.

| 1st Quarter | | $ | 105.77 | | | $ | 93.19 | |

| 2nd Quarter | | $ | 110.08 | | | $ | 100.29 | |

| 3rd Quarter | | $ | 111.81 | | | $ | 91.13 | |

| 4th Quarter | | $ | 94.35 | | | $ | 83.08 | |

| 2016 | | | | | | | | |

Because many of our shares of common stock are held by brokers and institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners of our stock represented by these stockholders of record.

We may also deploy cash to fund share repurchases.

In January 2016, our Board of Directors authorized a stock repurchase program to repurchase 3,000,000 shares of our common stock.

The following table sets forth the shares repurchased during each fiscal month during the fourth quarter of 2015:

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| Shares repurchased - Fourth Quarter 2015 | | Total number of shares purchased | | | Average price paid per share | | | | Total number of shares purchased as part of publicly announced plans or programs | | | Maximum number of shares that may yet be purchased under the plans or programs | |

| October 28 - November 1 | | — | | | $ | — | | | — | | | 1,441,626 | |

| November 2 - November 29 | | 1,045,000 | | | $ | 91.39 | | | 1,045,000 | | | 396,626 | |

| November 30 - January 3 | | — | | | $ | — | | | — | | | 396,626 | |

| Total | | 1,045,000 | | | $ | 91.39 | | | 1,045,000 | | | | |

See Note 8 to our Consolidated Financial Statements for additional information about our stock repurchase program.

| | | — | | | | — | | |

| 2013 | | | | | | | | |

| 1st Quarter | | $ | 78.71 | | | $ | 63.00 | |

| 2nd Quarter | | $ | 79.04 | | | $ | 72.49 | |

| 3rd Quarter | | $ | 87.10 | | | $ | 76.26 | |

| 4th Quarter | | $ | 93.77 | | | $ | 82.42 | |

Issuer Purchases of Equity Securities

In 2011, Teledyne repurchased 658,562 shares of Teledyne common stock for $34.9 million under the 2011 repurchase program.

No repurchases were made in 2013 or 2012.

As part of the 2011 repurchase program, in September 2014, the Company entered into a $101.6 million accelerated share repurchase (“ASR”) agreement with a financial institution (“ASR counterparty”) in a privately negotiated transaction for 1,030,000 shares of the Company’s common stock at an initial price of $98.62 per share.

Pursuant to the ASR agreement, in September 2014, the Company advanced $101.6 million to the ASR counterparty and received 927,000 shares of common stock, which used $91.4 million of the $101.6 million advanced, representing 90% of the estimated shares to be repurchased under the ASR agreement.

No repurchases were made in the fourth quarter of 2014.

In 2014, the Company spent $146.6 million, which includes $101.6 million advanced under the ASR agreement, to repurchase a total of 1,396,290 shares of its common stock at an average price $97.70 per share common stock.

Teledyne issues shares for share-based compensation plans from treasury stock.

Teledyne had 1,042,281 shares of treasury stock at December 28, 2014.

At December 28, 2014, 342,148 shares remain available for repurchase under the 2011 repurchase program.

On January 27, 2015, Teledyne’s Board of Directors approved an additional stock repurchase program authorizing the Company to repurchase up to an additional 2,500,000 shares of its common stock (“2015 repurchase program”), noting that 342,148 shares remain available for repurchase under the 2011 repurchase program.

On February 2, 2015, the Company entered into a $142.0 million ASR agreement with a financial institution in a privately negotiated transaction for 1,500,000 shares of the Company's common stock at an initial price of $94.68 per share.

Pursuant to the ASR agreement, in February 2015, the Company advanced $142.0 million to the ASR counterparty and received 1,425,000 shares of common stock, which used $134.9 million of the $142.0 million advanced, representing 95% of the estimated shares to be repurchased under the ASR agreement.

The ASR was funded by cash on hand and floating rate borrowings of $120.0 million under the $750 million credit facility.

Each fiscal year presented below contained 52 [added: weeks except for fiscal year 2015 which contained 53] weeks.

The five-year summary of selected financial data should be read in conjunction with the discussion under “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation.”][added: Operation” and the Notes to the Consolidated Financial Statements.]

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Sales | | $ | [removed: 2,394.0] [added: 2,298.1] | | | $ | [removed: 2,338.6] [added: 2,394.0] | | | $ | [removed: 2,127.3] [added: 2,338.6] | | | $ | [removed: 1,941.9] [added: 2,127.3] | | | $ | [removed: 1,644.2] [added: 1,941.9] | |

| Net income from continuing operations | | $ | [removed: 217.7] [added: 195.8] | | | $ | [removed: 185.0] [added: 217.7] | | | $ | [removed: 161.8] [added: 185.0] | | | $ | [removed: 142.1] [added: 161.8] | | | $ | [removed: 119.9] [added: 142.1] | |

| Net income from discontinued operations | | $ | — | | | $ | — | | | $ | [removed: 2.3] [added: —] | | | $ | [removed: 113.1] [added: 2.3] | | | $ | [removed: 0.6] [added: 113.1] | |

| Net income attributable to Teledyne | | $ | [removed: 217.7] [added: 195.8] | | | $ | [removed: 185.0] [added: 217.7] | | | $ | [removed: 164.1] [added: 185.0] | | | $ | [removed: 255.2] [added: 164.1] | | | $ | [removed: 120.5] [added: 255.2] | |

| Working capital | | $ | [removed: 402.7] [added: 434.6] | | | $ | [removed: 381.0] [added: 402.7] | | | $ | [removed: 337.5] [added: 381.0] | | | $ | [removed: 268.5] [added: 337.5] | | | $ | [removed: 306.8] [added: 268.5] | |

| Total assets | | $ | [removed: 2,862.2] [added: 2,718.5] | | | $ | [removed: 2,751.1] [added: 2,862.2] | | | $ | [removed: 2,406.4] [added: 2,751.1] | | | $ | [removed: 1,826.1] [added: 2,406.4] | | | $ | [removed: 1,557.8] [added: 1,826.1] | |

| Long-term debt and capital lease obligations, net of current portion | | $ | [removed: 618.9] [added: 762.9] | | | $ | [removed: 549.0] [added: 618.9] | | | $ | [removed: 556.2] [added: 549.0] | | | $ | [removed: 311.4] [added: 556.2] | | | $ | [removed: 265.3] [added: 311.4] | |

| Total equity | | $ | [removed: 1,468.5] [added: 1,344.1] | | | $ | [removed: 1,518.7] [added: 1,468.5] | | | $ | [removed: 1,203.4] [added: 1,518.7] | | | $ | [removed: 984.1] [added: 1,203.4] | | | $ | [removed: 787.0] [added: 984.1] | |

| Basic earnings per common share - continuing operations | | $ | [removed: 5.87] [added: 5.55] | | | $ | [removed: 4.96] [added: 5.87] | | | $ | [removed: 4.41] [added: 4.96] | | | $ | [removed: 3.88] [added: 4.41] | | | $ | [removed: 3.31] [added: 3.88] | |

| Diluted earnings per common share - continuing operations | | $ | [removed: 5.75] [added: 5.44] | | | $ | [removed: 4.87] [added: 5.75] | | | $ | [removed: 4.33] [added: 4.87] | | | $ | [removed: 3.81] [added: 4.33] | | | $ | [removed: 3.25] [added: 3.81] | |

| Basic earnings per common share | | $ | [removed: 5.87] [added: 5.55] | | | $ | [removed: 4.96] [added: 5.87] | | | $ | [removed: 4.47] [added: 4.96] | | | $ | [removed: 6.97] [added: 4.47] | | | $ | [removed: 3.33] [added: 6.97] | |

| Diluted earnings per common share | | $ | [removed: 5.75] [added: 5.44] | | | $ | [removed: 4.87] [added: 5.75] | | | $ | [removed: 4.39] [added: 4.87] | | | $ | [removed: 6.84] [added: 4.39] | | | $ | [removed: 3.27] [added: 6.84] | |

| Weighted average diluted common shares outstanding | | 36.0 | | | | 37.9 | | | | 38.0 | | | | 37.4 | | | | 37.3 | | |

| | | | | | | | | | | | | | | | | | | | | |

The information required by this item is included in this Report [removed: at] [added: on] pages [removed: 60] [added: 59] through [removed: 102.][added: 99.]

See the “Index to Financial Statements and Related Information” [removed: at] [added: on] page [removed: 59.][added: 58.]

The Company’s Chairman, President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have evaluated the effectiveness, as of [removed: December 28, 2014,] [added: January 3, 2016,] of the Company’s “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (“the Exchange Act”).

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures as of [removed: December 28, 2014,] [added: January 3, 2016,] are effective.

See Management Statement on page [removed: 60] [added: 59] for management’s annual report on internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm on page 61 for [removed: Ernst] [added: Deloitte] & [removed: Young] [added: Touche] LLP’s attestation report on management’s assessment of internal control over financial reporting.

There was no change in the Company’s “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended [removed: December 28, 2014,] [added: January 3, 2016,] that has materially affected, or is reasonably likely to materially [removed: effect,] [added: affect,] the Company’s internal control over financial reporting.

[removed: Wajid Ali,] [added: Cynthia Belak,] Vice President and Controller

[removed: Cynthia Belak,] [added: Adams,] Vice President, Business Risk Assurance

Carl W.

Michael C.

Lee, Associate Director, Global Income Tax Accounting

Caleb B.

Standafer, Senior Director Taxation and Associate Treasurer

In addition to the information set forth under the caption “Executive Management” beginning [removed: at] [added: on] page 10 in Part I of this Report, the information required by this item is set forth in the [removed: 2015] [added: 2016] Proxy Statement under the captions “Item 1 on Proxy Card - Election of Directors,” “Board Composition and Practices,” “Corporate Governance,” “Committees of Our Board of Directors - Audit Committee” and “Report of the Audit Committee” and “Stock Ownership - Sections 16(a) Beneficial Ownership Reporting Compliance.” This information is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2015] [added: 2016] Proxy Statement under the captions “Executive and Director Compensation” “Compensation Committee Interlocks and Insider Participation” and “Personnel and Compensation Committee Report.” This information is incorporated herein by reference.

Except for the table below, the information required by this item is set forth in the [removed: 2015] [added: 2016] Proxy Statement under the caption “Stock Ownership Information” and is incorporated herein by reference.

The following table summarizes information about our common stock that may be issued upon the exercise of options, warrant and rights under all of our equity compensation plans, as of [removed: December 28, 2014:][added: January 3, 2016:]

| 1999 Non-Employee Director Stock Compensation Plan(1) | | [removed: 62,182] [added: 19,030] | | | [removed: 30.80] [added: 31.05] | | | | — | | |

| 2002 Stock Incentive Plan(1) | | [removed: 298,877] [added: 177,106] | | | [removed: 41.24] [added: 47.10] | | | | — | | |

| Amended and Restated 2008 Incentive Award Plan(2) | | [removed: 1,573,414] [added: 1,385,675] | | | [removed: 59.81] [added: 59.22] | | | | — | | |

2) No additional awards may be granted under the Amended and Restated 2008 Incentive Award Plan (2008 [removed: Plan) following stockholder approval of 2014 Incentive Award Plan (2014 Plan) at our 2014 Annual Meeting of Stockholders.][added: Plan).]

3) Does not include (i) [removed: 9,257] [added: 3,767] shares of stock potentially issuable to certain Canadian employees under the 2012-2014 cycle of our PSP, of which [removed: 1,945] [added: 864] shares were issued as part of the [removed: first] [added: second] installment payment in February [removed: 2015;] [added: 2016;] and (ii) [removed: 4,443] [added: 11,751] shares subject to restricted stock unit [removed: awards.][added: awards issued to employees and directors.]

5) The number of shares available for future issuance (i) includes [removed: 1,378,233] [added: 1,299,291] shares transferred from the 2008 Plan (see footnote (2) above); (ii) assumes the issuance of up to [removed: 9,257] [added: 3,767] shares of stock potentially issuable to certain Canadian employees under the 2012-2014 cycle of our PSP, of which [removed: 1,945] [added: 864] shares were issued as part of the [removed: first] [added: second] installment payment in February [removed: 2015; and] [added: 2016;] (iii) assumes the issuance of [removed: 4,443] [added: 11,751] shares subject to restricted stock unit [removed: awards.][added: awards issued to employees and directors; and (iv) assumes the issuance of 97,588 shares under the 2015-2017 PSP assuming performance goals are met at the maximum performance level.]

| 1999 Incentive Plan(1) | | 285,057 | | | 42.83 | | | | — | | |

| 2014 Incentive Award Plan | | 517,202 | | (3) | 94.26 | | | (4) | 2,352,852 | | (5) |

| Total | | 2,384,070 | | | $ | 63.74 | | | 3,352,852 | | |

| 1999 Incentive Plan(1) | | 329,250 | | | 42.80 | | | | — | | |

| 2014 Incentive Award Plan | | 587,154 | | (3) | 94.26 | | | (4) | 2,583,873 | | (5) |

| Total | | 2,850,877 | | | $ | 62.36 | | | 3,583,873 | | |

The information required by this item is set forth in the [removed: 2015] [added: 2016] Proxy Statement under the captions “Corporate Governance” and “Certain Transactions” and is incorporated herein by reference

The information required by this item is set forth in the [removed: 2015] [added: 2016] Proxy Statement under the captions “Fees Billed by Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies” under “Item 2 on Proxy Card - Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

See the “Index to Financial Statements and Related Information” [removed: at] [added: on] page [removed: 59] [added: 58] of this Report, which is incorporated herein by reference.

See Schedule II captioned “Valuation and Qualifying Accounts” [removed: at] [added: on] page [removed: 100] [added: 99] of this Report, which is incorporated herein by reference.

| Management Statement | [removed: [60](#s2DF6C23FEEED181274DEF0DAD30438A6)] [added: [59](#sE16637C8297C572E8B32D22D41249467)] | |

| Report of Independent Registered Public Accounting Firm | [removed: [61](#sBFC763DB88BDA9EE56B0F0DAD3265434)] [added: 62] | |

[removed: | Report of Independent Registered Public Accounting Firm | [62](#s9877243DA58F842DB47EF0DAD3572BED) | |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| Consolidated Statements of Income | [removed: [63](#s81C8DF7972DFE111AA76F0DAA8871C1F)] [added: [63](#s1439320AFE8652FC9F3AE2F50E6AB938)] | |

| Consolidated Statements of Comprehensive Income | [removed: [64](#s9B109B2D3FB94BC87268F0DAA8D246A3)] [added: [63](#s3F1F200882CC53D1B22A49852B5E0629)] | |

| Consolidated Balance Sheets | [removed: [65](#sFD9E87CD21022D8B7F32F0DAA78545D6)] [added: [64](#s79C4A1C76271563581B92949015DA1E7)] | |

| Consolidated Statements of Stockholders’ Equity | [removed: [66](#s414B7B739478429C89F5F0DAA8FD7231)] [added: [65](#sD1CA445B73C55896B094063C4CC87FB6)] | |

| Consolidated Statements of Cash Flows | [removed: [67](#s48E7B32324E5BC124FC3F0DAA81015DF)] [added: [66](#sAA36C5A399BA5E3CBF384403BFB8FCEB)] | |

| Notes to Consolidated Financial Statements | [removed: [68](#s2E9B51DF9C7974FDD880F0DAD472C5DC)] [added: [67](#sDF5C6724BC725983A626637893C27550)] | |

| Schedule II - Valuation and Qualifying Accounts | [removed: 102] [added: 99] | |

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of [removed: December 28, 2014.][added: January 3, 2016.]

Our evaluation did not include assessing the effectiveness of internal control over financial reporting for the [removed: 2014 acquisitions, including Bolt.][added: Bowtech and ICM acquisitions in 2015.]

[removed: The 2014] [added: These] acquisitions, which are included in the [removed: 2014] [added: 2015] consolidated financial statements of the Company, constituted less than [removed: 2%] [added: 3%] of total assets [removed: excluding the goodwill] and [removed: acquired intangible assets of the acquisitions and] less than 1% of both total revenues and net income of the Company as of and for the year ended [removed: December 28, 2014.][added: January 3, 2016.]

Based on this evaluation we believe that, as of [removed: December 28, 2014,] [added: January 3, 2016,] the Company’s internal controls over financial reporting were effective.

[removed: Ernst] [added: Deloitte] and [removed: Young] [added: Touche] LLP, our independent registered public accounting firm, has issued its report on the effectiveness of Teledyne’s internal control over financial reporting.

Their report appears on page [removed: 61] [added: 60] of this Annual Report.

[removed: Date:] February [removed: 26,] [added: 29,] 2015

[removed: The] [added: To the] Board of Directors and Stockholders of Teledyne Technologies Incorporated

We have audited [removed: Teledyne Technologies Incorporated’s] [added: the] internal control over financial reporting [added: of Teledyne Technologies Incorporated and subsidiaries (the "Company")] as of [removed: December 28, 2014,] [added: January 3, 2016,] based on criteria established in Internal Control - Integrated Framework [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (2013 framework) (the COSO criteria).][added: Commission.]

[removed: Teledyne Technologies Incorporated’s] [added: The Company's] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial [removed: reporting] [added: reporting,] included in the accompanying Report of Management on Teledyne Technologies Incorporated’s Internal Control Over Financial Reporting.

A [removed: company’s] [added: company's] internal control over financial reporting is a process designed [added: by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A [removed: company’s] [added: company's] internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use] [added: use,] or disposition of the [removed: company’s] [added: company's] assets that could have a material effect on the financial statements.

Also, projections of any evaluation of [added: the] effectiveness [added: of the internal control over financial reporting] to future periods are subject to the risk that [added: the] controls may become inadequate because of changes in [removed: conditions] [added: conditions,] or that the degree of compliance with the policies or procedures may deteriorate.

[removed: Our] [added: Accordingly, our] audit [removed: of internal control over financial reporting of Teledyne Technologies Incorporated also] did not include [removed: an evaluation of] the internal control over financial reporting [removed: of these newly acquired entities.][added: for the 2015 acquisitions.]

In our opinion, [removed: Teledyne Technologies Incorporated] [added: the Company] maintained, in all material respects, effective internal control over financial reporting as of [removed: December 28, 2014,] [added: January 3, 2016,] based on the [removed: COSO (2013 framework) criteria.][added: criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.]

We [removed: also] have [added: also] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated [removed: balance sheets of Teledyne Technologies Incorporated as of December 28, 2014 and December 29, 2013, and the related consolidated] [added: financial] statements [added: and financial statement schedule as] of [removed: income, comprehensive income, stockholders’ equity,] and [removed: cash flows] for [removed: each of] the [removed: three years in the period] [added: year] ended [removed: December 28, 2014,] [added: January 3, 2016] of [removed: Teledyne Technologies Incorporated] [added: the Company] and our report dated February [removed: 26, 2015,] [added: 29, 2016] expressed an unqualified opinion [removed: thereon.][added: on those financial statements and financial statement schedule.]

[removed: February 26,] [added: | | |] 2015 [added: | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of Teledyne Technologies Incorporated as of December 28, [removed: 2014 and December 29, 2013,] [added: 2014,] and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the [removed: three] [added: two] years in the period ended December 28, 2014.

Our audits also included the financial statement schedule [added: as of and for the year ended January 3, 2016] listed in the [removed: index] [added: Index] at Item [removed: 15(a)(2).][added: 15.]

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Teledyne Technologies Incorporated at December 28, 2014, and [removed: December 29, 2013, and] the consolidated results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended December 28, 2014, in conformity with U.S. generally accepted accounting principles.

Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth [removed: therein.][added: therein for each of the two years in the period ended December 28, 2014.]

We [removed: also] have [added: also] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), [removed: Teledyne Technologies Incorporated’s] [added: the Company's] internal control over financial reporting as of [removed: December 28, 2014,] [added: January 3, 2016,] based on [added: the] criteria established in Internal Control-Integrated Framework [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (2013 framework)] and our report dated February [removed: 26, 2015,] [added: 29, 2016] expressed an unqualified opinion [removed: thereon.][added: on the Company's internal control over financial reporting.]

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Net Sales | | $ | [removed: 2,394.0] [added: 2,298.1] | | | $ | [removed: 2,338.6] [added: 2,394.0] | | | $ | [removed: 2,127.3] [added: 2,338.6] | |

| Cost of sales | | [removed: 1,487.1] [added: 1,427.8] | | | | [removed: 1,500.0] [added: 1,487.1] | | | | [removed: 1,379.1] [added: 1,500.0] | | |

| Selling, general and administrative expenses | | [removed: 612.4] [added: 588.6] | | | | [removed: 598.3] [added: 612.4] | | | | [removed: 505.1] [added: 598.3] | | |

| Total costs and expenses | | [removed: 2,099.5] [added: 2,016.4] | | | | [removed: 2,098.3] [added: 2,099.5] | | | | [removed: 1,884.2] [added: 2,098.3] | | |

| Operating income | | [removed: 294.5] [added: 281.7] | | | | [removed: 240.3] [added: 294.5] | | | | [removed: 243.1] [added: 240.3] | | |

| Report of Independent Registered Public Accounting Firm | [60](#s5D5425810F6454C091219A877F2254F2) | |

| Report of Independent Registered Public Accounting Firm | [61](#sED8077DB02DD5438B4FD97F6AC5198A9) | |

Date: February 29, 2016

Date: February 29, 2016

Thousand Oaks, California

As described in the Report of Management on Teledyne Technologies Incorporated’s Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting for Bowtech and ICM (“the 2015 acquisitions”), which were acquired in February 2015 and June 2015, respectively, and are included in the 2015 consolidated financial statements of the Company and constituted less than 3% of total assets and less than 1% of both total revenues and net income of the consolidated financial statement amounts as of and for the year ended January 3, 2016.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.

/s/ Deloitte & Touche LLP

Thousand Oaks, California

We have audited the accompanying consolidated balance sheet of Teledyne Technologies Incorporated and subsidiaries (the "Company") as of January 3, 2016 and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the year then ended.

These financial statements and financial statement schedule are the responsibility of the Company's management.

Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).

We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and financial statement schedule present fairly, in all material respects, the financial position of Teledyne Technologies Incorporated and subsidiaries as of January 3, 2016, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

February 29, 2016

To the Board of Directors and Stockholders of Teledyne Technologies Incorporated

Our audits also included the financial statement schedule listed in the index at Item 15(a)(2) for each of the two years in the period ended December 28, 2014.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

Los Angeles, California

| | | 2015 | | | | 2014 | | |

| Cash | | $ | 85.1 | | | $ | 141.4 | |

| Commitments and contingencies | | | | | | | | |

| Treasury stock, 3,183,266 at January 3, 2016 and 1,042,281 at December 28, 2014 | | (309.9 | | ) | | (102.1 | | ) |

| Net income (loss) | | — | | | | — | | | | — | | | | 195.8 | | | | — | | | | 195.8 | | | | (0.3 | | ) | | 195.5 | | |

| Purchase of noncontrolling interest | | — | | | | 17.6 | | | | — | | | | — | | | | — | | | | 17.6 | | | | (39.6 | | ) | | (22.0 | | ) |

| Foreign currency translation adjustment - noncontrolling interest | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1.3 | | ) | | (1.3 | | ) |

| Treasury stock purchases | | — | | | | (36.0 | | ) | | (207.8 | | ) | | — | | | | — | | | | (243.8 | | ) | | — | | | | (243.8 | | ) |

| Balance, January 3, 2016 | | $ | 0.4 | | | $ | 345.3 | | | $ | (309.9 | ) | | $ | 1,721.5 | | | $ | (413.2 | ) | | $ | 1,344.1 | | | $ | — | | | $ | 1,344.1 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | $ | 195.5 | | | $ | 215.6 | | | $ | 184.5 | |

| Pension benefits | | 3.3 | | | | 44.4 | | | | (75.8 | | ) |

| Other operating, net | | (0.6 | | ) | | (8.4 | | ) | | (0.7 | | ) |

| Net proceeds on credit facility | | 45.5 | | | | — | | | | — | | |

| Proceeds on other debt | | 9.7 | | | | 29.5 | | | | — | | |

| Payments on other debt | | (102.8 | | ) | | — | | | | (5.0 | | ) |

January 3, 2016

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

As indicated in the accompanying Report of Management on Teledyne Technologies Incorporated’s Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the 2014 acquisitions, including Bolt.

/s/ ERNST & YOUNG LLP

| | | | | | | | | | | | | |

| Net income from continuing operations including noncontrolling interest | | 215.6 | | | | 184.5 | | | | 162.8 | | |

| Discontinued operations, net of income taxes | | — | | | | — | | | | 2.3 | | |

| Net income from continuing operations including noncontrolling interest | | $ | 215.6 | | | $ | 184.5 | | | $ | 162.8 | |

| Net income from continuing operations | | 217.7 | | | | 185.0 | | | | 161.8 | | |

| Continuing operations | | $ | 5.87 | | | $ | 4.96 | | | $ | 4.41 | |

| Discontinued operations | | — | | | | — | | | | 0.06 | | |

| Continuing operations | | $ | 5.75 | | | $ | 4.87 | | | $ | 4.33 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, January 1, 2012 | | $ | 0.4 | | | $ | 291.7 | | | $ | (30.6 | ) | | $ | 958.9 | | | $ | (241.1 | ) | | $ | 979.3 | | | $ | 4.8 | | | $ | 984.1 | |

| Net income | | — | | | | — | | | | — | | | | 164.1 | | | | — | | | | 164.1 | | | | 1.0 | | | | 165.1 | | |

| Treasury stock issuance | | — | | | | (14.0 | | ) | | 30.6 | | | | — | | | | — | | | | 16.6 | | | | — | | | | 16.6 | | |

| Treasury stock issuance | | | | | | (20.0 | | ) | | (102.1 | | ) | | | | | | | | | | (122.1 | | ) | | | | | | (122.1 | | ) |

| Discontinued operations | | — | | | | — | | | | (2.3 | | ) |

| Noncontrolling interest | | (2.1 | | ) | | (0.5 | | ) | | 1.0 | | |

| Accrued pension obligation | | 44.4 | | | | (75.8 | | ) | | (58.6 | | ) |

| Other operating, net | | (6.3 | | ) | | (0.2 | | ) | | 2.8 | | |

| Net proceeds (payments) - long-term debt | | 29.5 | | | | (5.0 | | ) | | 229.2 | | |

| Balances as of December 30, 2012 | $ | (17.2 | ) | | $ | (1.9 | ) | | $ | (254.3 | ) | | $ | (273.4 | ) |

those specifications prior to the shipment, then revenue is deferred until customer acceptance is obtained.

Changes in the Company’s product warranty reserve are as follows (in millions):

Costs related to customer-funded research and development contracts were $261.9 million in 2014, $221.2 million in 2013 and $232.6 million in 2012 and are charged to cost of sales as the related sales are recorded.

A portion of the costs incurred for company-funded research and development is recoverable through overhead cost allocations on government contracts.

| Net income from continuing operations including noncontrolling interest | $ | 215.6 | | | $ | 184.5 | | | $ | 162.8 | |

| Noncontrolling interest | 2.1 | | | | 0.5 | | | | (1.0 | | ) |

| Discontinued operations, net of income taxes | — | | | | — | | | | 2.3 | | |

| Continuing operations | $ | 5.87 | | | $ | 4.96 | | | $ | 4.41 | |

| Discontinued operations | — | | | | — | | | | 0.06 | | |

| Basic earnings per common share | $ | 5.87 | | | $ | 4.96 | | | $ | 4.47 | |

| Continuing operations | $ | 5.75 | | | $ | 4.87 | | | $ | 4.33 | |

| Diluted earnings per common share | $ | 5.75 | | | $ | 4.87 | | | $ | 4.39 | |

The carrying value of long-lived assets is periodically evaluated in relation to the operating performance and sum of undiscounted future cash flows of the underlying businesses.

An impairment loss is recognized when the sum of expected undiscounted future net cash flows is less than book value.

A majority of the Company’s sales are denominated in U.S. dollars which mitigates the effect of exchange rate changes.

| Euros | € | 1.0 | | | Canadian Dollar | C$ | 1.4 | |

| U.S. Dollars | US$ | 16.3 | | | Euros | € | 13.0 | |