Teledyne Technologies (TDY) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risk] [added: Risk] Factors; Cautionary Statement as to Forward-Looking [removed: Statements][added: Statements]

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K and in Teledyne’s [removed: 2018] [added: 2019] Annual Report to Stockholders.

It is not possible for management to predict all such factors, and new factors may emerge or existing factors [removed: diverge.][added: may change.]

[removed: A] [added: A] new global recession or an economic downturn in China may adversely affect [removed: us.][added: us.]

If another global recession emerges, if economic uncertainty in Europe continues or worsens, or if economic growth in China substantially slows, we may experience declines in revenues, profitability and cash flows from reduced orders, payment delays, collection difficulties, increased price pressures for our products, increased risk of excess and obsolete inventories or other factors caused by the economic problems of [added: our] customers.

Our sales to China-based customers represented [removed: 6.7%] [added: 6.6%] of total revenues in [removed: 2018, 6.3%] [added: 2019, 6.7%] of total revenue in [removed: 2017] [added: 2018] and [removed: 5.7%] [added: 6.3%] of total revenue in [removed: 2016.][added: 2017.]

Continued growth in many of our businesses, including those in [removed: the] [added: our] Environmental and Electronic Measurement Instrumentation [removed: group and our commercial aviation-related business units,] [added: group,] could be negatively impacted if [removed: this trend proves to be long-lasting or systematic rather than cyclical] [added: an economic downturn persists] in [removed: nature.][added: China.]

If negative conditions in the global credit markets prevent our [removed: customers’] [added: customers from having] access to credit or render them insolvent, orders for our products may decrease, which would result in lower revenue.

These events could adversely impact our ability to manufacture affected products and could also result in reductions in our revenue, increased price competition, and increased operating costs, which could adversely affect our business, financial condition, [removed: results of operations,] [added: operational results,] and cash flows.

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

In addition, we sell products and services to customers in industries that are sensitive to the level of general economic activity and consumer spending habits and [added: to customers] in more mature industries that are sensitive to [removed: capacity.][added: capacity constraints.]

[removed: Some of our businesses serve industries such as power generation and petrochemical] refining, which may be negatively impacted in the event of future reductions in global capital expenditures and manufacturing capacity.

[removed: Escalating] [added: Escalating global] trade tensions and the adoption or expansion of tariffs and trade restrictions could negatively impact [removed: us.][added: us.]

[removed: We] [added: With high tariffs imposed on our products, we] may also need to find new suppliers and components for our products, which could result in production delays.

[removed: A] [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 [removed: prices.][added: prices.]

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

The oil and gas industry [removed: is a] [added: has] historically [added: been] cyclical [removed: industry] [added: and] characterized by significant changes in the levels of exploration and development activities.

Any prolonged reduction in the overall level of offshore oil and gas exploration and development activities, whether resulting from changes in oil and gas prices or otherwise, could materially and adversely affect our financial condition and [added: the] results of [removed: operations of] our businesses within our Instrumentation segment.

[removed: | • |] [added: -] worldwide demand for oil and gas; [removed: |]

[removed: | • |] [added: -] general economic and business conditions and industry trends; [removed: |]

[removed: | • |] [added: -] the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels; [removed: |]

[removed: | • |] [added: -] the level of production by non-OPEC countries; [removed: |]

[removed: | • |] [added: -] the ability of oil and gas companies to generate or raise funds for capital expenditures; [removed: |]

[removed: | • |] [added: -] domestic and foreign tax policy; [removed: |]

[removed: | • |] [added: -] laws and governmental regulations that restrict exploration and development of oil and gas in various offshore jurisdictions; [removed: |]

[removed: | • |] [added: -] laws and governmental regulation that restrict the use of hydraulic fracturing; [removed: |]

[removed: | • |] [added: -] technological changes; [removed: |]

[removed: | • |] [added: -] the political environment of oil-producing regions; [removed: |]

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

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

Teledyne manufactures seismic [added: energy] sources, interconnects and data acquisition products [added: that are] used in offshore energy exploration.

In addition, a decline in the level of capital spending by oil and natural gas companies may result in a reduced [removed: pace] [added: rate] of development of new energy reserves, which could adversely affect demand for our products related to energy production, and, in certain instances, result in the cancellation, modification or rescheduling of existing orders and a reduction in customer-funded research and development related to next generation products.

[removed: Our] [added: Our] indebtedness, and any failure to comply with our covenants that apply to our indebtedness, could materially and adversely affect our [removed: business.][added: business.]

[removed: This indebtedness included $325.0] [added: As of December 29, 2019, we had $851.8] million [added: total outstanding indebtedness, including $295.0 million] in senior unsecured fixed rate notes, [removed: $286.0] [added: $279.8] million in Euro denominated fixed rate notes, [removed: $100.0] [added: $150.0] million in term loans and [removed: $29.0] [added: $125.0] million outstanding under our $750.0 million floating rate credit facility.

Our indebtedness [added: or a failure to comply with our covenants that apply to our indebtedness] could harm our business by, among other things, reducing the funds available to make acquisitions, capital expenditures, stock repurchases, or reducing our flexibility in planning for or reacting to changes in our business [removed: and] [added: or] market conditions.

Our indebtedness [added: or a failure to comply with our covenants that apply to our indebtedness] could also have a material adverse effect on our business by increasing our vulnerability to general adverse economic and industry conditions or a downturn in our business.

Further, [removed: in July 2017,] the Financial Conduct Authority (the authority that regulates LIBOR) [added: has] announced [added: that] it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

It is unclear as to [added: what] the new method of calculating LIBOR that may evolve and this new method could adversely affect the Company’s interest rates on [removed: its] [added: the Company’s] indebtedness.

As of December [removed: 30, 2018] [added: 29, 2019,] approximately [removed: four percent] [added: 32.5%] of the Company’s long-term debt is variable and can be indexed to USD-LIBOR.

[removed: In anticipation of the expected elimination of LIBOR in 2021, this] [added: A 2019 amendment to our $750.0 million] credit facility [removed: amendment will include the] [added: includes a] procedure to switch to LIBOR alternative replacement rates in the future.

Starting in 2018, the U.S. Government imposed tariffs on a wide range of goods imported from China and a trade war ensued between the two nations.

Several countries affected by these tariffs imposed retaliatory tariffs.

In January 2020, under a U.S.-China trade agreement, China agreed to purchase $200 billion in additional goods and services from the United States over the next two years, in exchange for the United States agreeing to reduce tariffs on $120 billion in Chinese products from 15% to 7.5%.

It is not yet known what if any impact this deal may have on our businesses or what impact there may be if either party fails to live up to the terms of the deal, more so with China given the Coronavirus health crisis threatening its already slowing economic growth.

In any event, high tariffs generally increase the cost of materials for our products, which could result in our products becoming less competitive or generating lower margins.

Additionally, if China were to enact laws or regulations requiring the use of local suppliers, it could have a negative impact on Teledyne’s revenues.

Furthermore, as global tensions increase, more countries are enhancing their export regulations.

For example, the U.K. has recently limited the sale of certain defense equipment to Middle Eastern countries.

We also have seen a recent increase in denial of export licenses for sales into Russia, Turkey and the Middle East.

Additionally, a number of well-established customers and suppliers have become listed on Government restricted party lists without much warning.

In particular, U.S. export enforcement agencies have placed several Chinese and Russian companies and many of their international subsidiaries on such lists, prohibiting the export of most commercial and dual-use items subject to the Export Administration Regulations.

Multiple Teledyne companies had large pending orders with some of those companies that had to be either cancelled or for which Teledyne submitted export license applications that have a low probability of approval.

For example, Huawei Technologies, Co., Ltd. (“Huawei”), and its affiliates were added to the U.S. Department of Commerce Bureau of Industry and Security Entity list on May 16, 2019.

Huawei was a customer of our test and measurement business, and pending license applications have not yet been approved.

The U.S. Government has also made efforts to increase restrictions on some of those listed entities, including proposals to expand U.S. export jurisdiction over certain foreign made products containing U.S.-origin materials.

For example, the U.S. Government had proposed modifying the minimum amount of U.S. content permitted within products before they become subject to U.S. export restrictions from 25% to 10% for anything sold to Huawei.

While we will continue to work to mitigate the impact of tariffs and trade restrictions, they could result in reduction in our revenue, price increases on material used in our products or production delays, which could adversely affect our business, financial condition, operational results and cash flows.

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Economic growth in China has moderated, with a health crisis threatening already slowing economic growth.

Some of our businesses serve industries such as power generation and petrochemical

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- inadvertent transfers of export-controlled information due to increased cross-border technology transfers and the use of offshore computer servers;

- currency exchange rate fluctuations; and

- challenges relating to managing a global workforce with diverse cultures and backgrounds.

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During the transition period, the U.K. and the E.U. will seek to negotiate a trade deal, and the U.K. will remain in both the E.U. customs union and single market.

- exposure to new and unfamiliar regulations in new jurisdictions.

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cycles.

For additional discussion of business investments, goodwill and other long-lived assets, see the discussion under “Item 7.

Management’s Discussion and Analysis of Operations and Financial Condition” and Note 3 of the Notes to Consolidated Financial Statements.

With the outbreak of the Coronavirus, Chinese authorities quarantined many cities and restricted travel within the country.

We asked our approximately 140 employees based in China not to report to our facilities and restricted travel to China.

Similar actions have been taken by our China-based and other suppliers and customers.

Many commercial airlines and countries have canceled flights and restricted travel to and from China.

If the virus spreads further and Chinese business continue to be shutdown or delayed, it could adversely affect our business and results of operations.

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Furthermore, while funding for national space has been more positive under the current U.S. Presidential Administration, a different U.S. Presidential Administration following the 2020 election could make changes to funding for national space that could be less favorable.

As the technological complexity and required performance levels for our products increase, which is occurring in many of our businesses, it becomes more challenging to estimate costs.

Furthermore, some of our research and development programs for the government may get canceled or descoped should we fail to meet certain technical goals.

In recent months, economic growth in China has moderated.

automotive industries, each of which has been cyclical, exhibited rapid changes and suffered from fluctuating market demands.

The U.S. Government has recently announced tariffs on steel and aluminum products and materials imported into the United States.

The U.S. Government has also implemented or announced plans to impose tariffs on a wide-range of goods imported from China.

Various countries and economic regions have announced plans or intentions to impose retaliatory tariffs on a wide-range of products they import from the U.S. These newly imposed or threatened U.S. tariffs and retaliatory tariffs could have the effect of increasing the cost of materials for our products, which could result in our products becoming less competitive or generating lower margins.

Sales to customers in China are particularly important for businesses in our Environmental and Electronic Measurement Instrumentation group.

The tariffs could also result in disruptions to our supply chain, as suppliers struggle to fill orders from companies trying to purchase goods in bulk ahead of announced tariffs.

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As of December 30, 2018, we had $748.8 million in total outstanding indebtedness.

The Company expects to amend the $750.0 million credit facility in the first quarter of 2019 in order to extend the maturity date from December 2020 to March 2024.

| • | exchange rate fluctuations. |

To date there has been no agreement between the E.U. and the U.K. on the terms of the exit.

The announcement of Brexit, and subsequent high-profile failures of the U.K. to agree on an exit strategy, and the pending withdrawal of the U.K.

the period in which the charge is taken.

The U.S. Government shutdown in 2013 negatively affected many of our businesses, as did prior shutdowns of the U.S. Government and any new shutdown could have similar or worse effects.

For example, changes in national space policy that affect NASA’s budget have occurred.

There have also been significant reductions in the past in missile defense budgets.

in funded programs and the timing of awards that could have a material impact on our revenues.

Finally, various U.S. Department of Defense initiatives, such as the emphasis on in-sourcing positions to the Government and anticipated reductions or cancellations of existing programs, could negatively impact our Engineered Systems segment.

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

In 2013, we made a voluntary pretax cash contribution of $83.0 million to the domestic qualified pension plan.

including DALSA with respect to its CMOS and uncooled infrared image sensor development efforts as well as the expansion of DALSA’s semiconductor foundry in Bromont, Quebec.

Failure to comply CE marking directives may prevent some of our products from being sold into Europe and the cost to comply with these directives may make our products non-competitive.

In particular, we face increased competition with respect to the sale of our flight data acquisition systems, including from Airbus and Boeing, and from new competitors that entered this market as certain of our patents related to these products have expired in 2018 and will expire in upcoming years.

We also face new competition for our protocol analyzers products.

received indemnities from some of our customers.

In 2018, a fire at a Netherlands-based facility of a key supplier of printed circuit boards resulted in delivery disruptions to the electronics industry, including to businesses in our Digital Imaging segment.

Using third parties for distribution exposes Teledyne to many risks, including concentration, credit risk and compliance risks.

In June 2012, a tornado caused substantial damage to and interrupted business at our Teledyne Hastings Instruments facility in Hampton, Virginia.

[removed: Strategy/Overview][added: Strategy/Overview]

Consistent with this strategy, [added: we made three acquisitions] in [added: 2019 and in] March 2017, we made our largest acquisition to date, e2v technologies plc (“e2v”).

On February 5, 2019, we acquired the scientific imaging businesses of Roper [added: Technologies, Inc.] for [removed: $225.0] [added: $224.8] million in cash.

The [removed: scientific imaging] [added: acquired] businesses include Princeton Instruments, Photometrics and [removed: Lumenera, as well as other brands.][added: Lumenera.]

[removed: These] [added: The acquired] businesses provide a range of imaging solutions, primarily for life sciences, academic research and customized OEM industrial imaging solutions.

Previously reported segment data has been adjusted to reflect [removed: this change.][added: these changes.]

Total [added: net] sales for these products were [removed: $24.2] [added: $76.2] million for fiscal year [removed: 2017.][added: 2018.]

[removed: PCT was part of the] [added: |] Aerospace and Defense Electronics [removed: segment.][added: | | | | | | 22 | | % | | | | 22 | | % | | | | 23 | | % | | | | | | | | | | | | |]

At December [removed: 30, 2018, $2.8] [added: 29, 2019, $1.5] million remains to be paid related to these actions.

| | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | | [removed: 2016] | | [added: 2018] | [added: | | | | | 2017 | | |]

| Instrumentation | | [removed: $] | [removed: 5.6] | | | [added: $ | 1.5 | | | | |] $ | [removed: 2.1] [added: 5.6] | | | [added: | |] $ | [removed: 10.6] [added: 2.1] | |

| Digital Imaging | | [removed: 0.7] | | | | [removed: —] [added: 1.1] | | | | [removed: 2.0] | | [added: 0.7] | [added: | | | | | — | | |]

| Aerospace and Defense Electronics | | [removed: 1.3] | | | | [removed: 2.1] [added: 0.5] | | | | [removed: 4.6] | | [added: 1.3] | [added: | | | | | 2.1 | | |]

| Engineered Systems | | [removed: 0.2] | | | | [removed: —] [added: 0.1] | | | | [removed: 0.1] | | [added: 0.2] | [added: | | | | | — | | |]

| Total | | [removed: $] | [removed: 7.8] | | | [added: $ | 3.2 | | | | |] $ | [removed: 4.2] [added: 7.8] | | | [added: | |] $ | [removed: 17.3] [added: 4.2] | |

| Severance | | [removed: $] | [removed: 5.6] | | | [added: $ | 3.5 | | | | |] $ | [removed: 3.8] [added: 5.6] | | | [added: | |] $ | [removed: 9.5] [added: 3.8] | |

| Facility consolidations [added: (a)] | | [removed: 2.2] | | | | [removed: 0.4] [added: (0.3)] | | | | [removed: 7.8] | | [added: 2.2] | [added: | | | | | 0.4 | | |]

| Cost of sales | | [removed: $] | [removed: 4.9] | | | [added: $ | 0.8 | | | | |] $ | [removed: 2.8] [added: 4.9] | | | [added: | |] $ | [removed: 6.8] [added: 2.8] | |

| Selling, general and administrative expenses | | [removed: 2.9] | | | | [removed: 1.4] [added: 2.4] | | | | [removed: 10.5] | | [added: 2.9] | [added: | | | | | 1.4 | | |]

[removed: Recent Acquisitions][added: Recent Acquisitions]

The Company spent [removed: $3.1] [added: $484.0] million, [removed: $774.1] [added: $3.1] million and [removed: $93.4] [added: $774.1] million on acquisitions and other [removed: investments in 2018, 2017 and 2016, respectively,] [added: investments,] net of [removed: any] cash [removed: acquired.][added: acquired in 2019, 2018 and 2017, respectively.]

On March 28, 2017, [removed: Teledyne] [added: we] completed the acquisition of all of the outstanding common stock of e2v for $770.7 million, including stock options and assumed debt, net of $24.4 million of cash acquired.

[added: Principally located in Chelmsford, United Kingdom and Grenoble, France,] e2v’s results have been included since the date of the acquisition and include $273.7 million in net sales and operating income of $37.3 million, which included $8.3 million in acquisition-related costs and $11.2 million in additional intangible asset amortization expense for fiscal year 2017.

SSI designs and manufactures high pressure positive-displacement piston pumps for a wide variety of analytical, clinical, sample prep and fluid-metering applications and is part of the [added: Environmental] Instrumentation [added: product line of the Instrumentation] segment.

See Note 3 [added: of the Notes] to [removed: our] Consolidated Financial Statements for additional information about our recent acquisitions.

[removed: Consolidated] [added: Consolidated] Operating [removed: Results][added: Results]

Fiscal years [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] each contained 52 weeks.

The following are selected financial highlights for [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] (in millions, except per-share amounts):

| [removed: Net sales] [added: Net sales] | | [removed: $] | [removed: 2,901.8] | | | [added: $ | 3,163.6 | | | | |] $ | [removed: 2,603.8] [added: 2,901.8] | | | [added: | |] $ | [removed: 2,149.9] [added: 2,603.8] | |

| [removed: Costs] [added: Costs] and [removed: Expenses] [added: expenses] | | | | | | | | | | | | | [added: | | | | | | | |]

| Cost of sales | | [removed: 1,791.0] | | | | [removed: 1,624.0] [added: 1,920.3] | | | | [removed: 1,329.5] | | [added: 1,791.0] | [added: | | | | | 1,624.0 | | |]

| Selling, general and administrative expenses | | [removed: 694.2] | | | | [removed: 658.1] [added: 751.6] | | | | [removed: 579.9] | | [added: 694.2] | [added: | | | | | 658.1 | | |]

| Total costs and expenses | | [removed: 2,485.2] | | | | [removed: 2,282.1] [added: 2,671.9] | | | | [removed: 1,909.4] | | [added: 2,485.2] | [added: | | | | | 2,282.1 | | |]

| [removed: Operating Income] [added: Operating income] | | [removed: 416.6] | | | | [removed: 321.7] [added: 491.7] | | | | [removed: 240.5] | | [added: 416.6] | [added: | | | | | 321.7 | | |]

| Interest and debt expense, net | | [removed: (25.5] | | [removed: )] | | [removed: (33.1] [added: (21.0)] | | [removed: )] | | [removed: (23.2] | | [removed: )] [added: (25.5)] | [added: | | | | | (33.1) | | |]

| Non-service retirement benefit income | | [removed: 13.5] | | | | [removed: 13.9] [added: 8.0] | | | | [removed: 13.3] | | [added: 13.5] | [added: | | | | | 13.9 | | |]

| Other [removed: income/(expense),] [added: expense,] net | | [removed: (10.7] | | [removed: )] | | [removed: (15.5] [added: (5.0)] | | [removed: )] | | [removed: 10.7] | | [added: (10.7)] | [added: | | | | | (15.5) | | |]

| [removed: Income] [added: Income] before income [removed: taxes] [added: taxes] | | [removed: 393.9] | | | | [removed: 287.0] [added: 473.7] | | | | [removed: 241.3] | | [added: 393.9] | [added: | | | | | 287.0 | | |]

| Provision for income taxes | | [removed: 60.1] | | | | [removed: 59.8] [added: 71.4] | | | | [removed: 50.4] | | [added: 60.1] | [added: | | | | | 59.8 | | |]

| [removed: Net income] [added: Net income] | | [removed: $] | [removed: 333.8] | | | [added: $ | 402.3 | | | | |] $ | [removed: 227.2] [added: 333.8] | | | [added: | |] $ | [removed: 190.9] [added: 227.2] | |

See the Recent Acquisitions section following this section.

In the third quarter of 2019, we realigned the segment reporting structure for certain business units, primarily related to certain refinements of our management reporting structure.

This change primarily related to moving certain electronic manufacturing services products from the Aerospace and Defense Electronics segment to the Engineered Systems segment.

Other immaterial changes included moving certain United Kingdom (“U.K.”) microwave product lines (previously within the Digital Imaging segment) and certain U.K. manufactured composite parts (previously within the Engineered Systems segment) into the Aerospace and Defense Electronics segment.

Total net sales for these U.K. product lines was less than $20.0 million for fiscal year 2018.

The realignment had no impact on the Instrumentation segment or the Consolidated Financial Statements.

See Note 12 of the Notes to Consolidated Financial Statements for additional information on the realignment.

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| | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

| Total | | | | | | $ | 3.2 | | | | | $ | 7.8 | | | | | $ | 4.2 | |

(a) 2019 includes the reversal of certain amounts recorded in 2018 no longer needed.

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| | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

| Total | | | | | | $ | 3.2 | | | | | $ | 7.8 | | | | | $ | 4.2 | |

2019 Acquisitions

Principally located in the United States and Canada, the acquired businesses are part of the Digital Imaging segment.

On August 1, 2019, we acquired the gas and flame detection businesses of 3M Company for $233.5 million in cash.

The gas and flame detection businesses includes Oldham, Simtronics, Gas Measurement Instruments, Detcon and select Scott Safety products.

The gas and flame detection businesses provides a portfolio of fixed and portable industrial gas and flame detection instruments used in a variety of industries including petrochemical, power generation, oil and gas, food and beverage, mining and waste water treatment.

Principally located in France, the United Kingdom and the United States, the acquired businesses are part of the Environmental Instrumentation product line of the Instrumentation segment.

On August 30, 2019, we acquired Micralyne Inc. (“Micralyne”) for $25.7 million in cash.

Micralyne provides micro electromechanical systems (“MEMS”) devices.

In particular, Micralyne possesses unique microfluidic technology for biotech applications, as well as capabilities in non-silicon-based MEMS (e.g. gold, polymers) often required for human body compatibility.

Based in Edmonton, Alberta, Canada, the acquired business is part of the Digital Imaging segment.

2017 Acquisitions

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e2v provides high performance image sensors and custom camera solutions and application specific standard products for the machine vision market.

In addition, e2v provides high performance space qualified imaging sensors and arrays for space science and astronomy.

e2v also produces components and subsystems that deliver high reliability radio frequency power generation for healthcare, industrial and defense applications.

Finally, e2v provides high reliability semiconductors and board-level solutions for use in aerospace, space and communications applications.

No material acquisitions were made in 2018, one other acquisition was made in 2017 and five acquisitions were made in 2016.

In the second quarter of 2018, we realigned the reporting structure for certain of our microwave product groupings.

These products, acquired with the acquisition of e2v were formerly reported as part of the Aerospace and Defense Electronics segment and are now reported as part of the Digital Imaging segment.

In the third quarter of 2016, Teledyne completed the disposition of the net assets of its Printed Circuit Technology (“PCT”) business for $9.3 million in cash, resulting in no gain or loss.

In connection with the sale, we entered into a transition services agreement, effective July 8, 2016, to provide certain administrative services to facilitate the orderly transfer of the business operations to the buyer.

The transition services agreement terminated in 2017.

In addition, in 2016 we sold a former operating facility in California and recorded a pretax gain of $17.9 million.

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Principally located in Chelmsford, United Kingdom and Grenoble, France, e2v had sales of approximately £236 million for its fiscal year ended March 31, 2016.

A subsequent cash payment of $0.3 million related to a purchase price adjustment was made in 2017.

On November 2, 2016, Teledyne Instruments, Inc. acquired assets of IN USA, Inc. (“IN USA”), headquartered in Norwood, Massachusetts, for $10.2 million in cash.

IN USA is a manufacturer of a range of ozone generators, ozone analyzers and other gas monitoring instruments utilizing ultraviolet and infrared based technologies.

Teledyne relocated and consolidated manufacturing into the owned facility of Teledyne Advanced Pollution Instrumentation in San Diego, California.

On December 6, 2016, Teledyne Instruments, Inc. acquired Hanson Research Corporation (“Hanson Research”), headquartered in Chatsworth, California, for $25.0 million, net of cash acquired.

Hanson Research specializes in analytical instrumentation for the pharmaceutical industry.

On May 3, 2016, Teledyne DALSA, Inc., a Canadian-based subsidiary, acquired the assets and business of CARIS, Inc. (“CARIS”), based in Fredericton, New Brunswick, Canada, for $26.2 million, net of cash acquired.

CARIS is a leading developer of geospatial software designed for the hydrographic and marine community.

On April 15, 2016, Teledyne LeCroy, Inc., a U.S.-based subsidiary, acquired assets of Quantum Data, Inc. (“Quantum Data”), based in Elgin, Illinois, for $17.3 million in cash.

Quantum Data is a market leader in video protocol analysis test tools.

On April 6, 2016, Teledyne LeCroy, Inc. also acquired Frontline Test Equipment, Inc. (“Frontline”), based in Charlottesville, Virginia, for $13.7 million in cash.

Frontline is a market leader in wireless protocol analysis test tools.

Each of the 2016 acquisitions are part of the Instrumentation segment except for CARIS which is part of the Digital Imaging segment.

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| Net sales | $ | 696.5 | | | $ | 646.0 | | | $ | 50.5 | |

| Net sales | $ | 298.9 | | | $ | 286.2 | | | $ | 12.7 | |

| Cost of sales | $ | 242.5 | | | $ | 229.9 | | | $ | 12.6 | |

The Company finalized the assessment of the Tax Act in 2018, resulting in a decrease of $0.8 million to the provisional charge.

Interest expense in 2017 included $2.3 million in fees related to the terminated bridge facility in connection with the acquisition of e2v.

On December 22, 2017, the Tax Act was enacted, which significantly revised the U.S. corporate income tax by, among other things, lowering corporate income tax rates, implementing the territorial tax system and imposing a tax on deemed repatriation of non-U.S. earnings.

The repatriation tax resulted in a net tax expense of $26.2 million and the remeasurement of U.S. deferred tax assets and liabilities resulted in a net tax benefit of $21.5 million, for a net provisional charge of $4.7 million recorded in the fourth quarter of 2017.

The Company finalized its assessment of the Tax Act during the fourth quarter of 2018, resulting in a decrease of $0.8 million to the provisional charge and the repatriation tax.

[removed: Who] [added: Who] We [removed: Are][added: Are]

[removed: Strategy][added: Strategy]

[removed: Our] [added: Our] Recent [removed: Acquisitions][added: Acquisitions]

Consistent with our strategy, during [added: 2019,] 2018 and 2017, we made acquisitions and investments totaling [removed: $777.2] [added: $1,261.2] million, net of cash [removed: acquired, which included the following acquisitions in 2017:][added: acquired.]

[removed: To] [added: To] expand our digital imaging, space science, semiconductor and microwave solutions [removed: capabilities:][added: capabilities:]

[removed: To] [added: To] expand our environmental and laboratory instrumentation [removed: capabilities:][added: capabilities:]

[removed: These businesses provide a] [added: To expand our] range of [added: digital] imaging [removed: solutions, primarily] [added: capabilities] for life sciences, academic research and customized [removed: OEM] [added: original equipment manufacturer (“OEM”)] industrial imaging [removed: solutions.][added: solutions:]

Lumenera primarily provides rugged USB-based customized cameras for markets such as traffic [added: management, as well as life sciences applications.]

[removed: Our] [added: Our] Business [removed: Segments][added: Segments]

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

[removed: Instrumentation][added: Instrumentation]

[removed: Marine Instrumentation][added: *Marine Instrumentation*]

We also design and manufacture [removed: remotely-controlled] [added: 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 range from portable high-resolution systems used on tripods, autonomous and [removed: remotely-operated] [added: remotely operated] underwater vehicles (“AUVs” and “ROVs”) to full ocean depth vessel-mounted oceanographic systems as well as sub bottom profilers that can survey structures beneath the seafloor.

We provide solutions that are ready-to-operate and [removed: fully-installed,] [added: fully installed,] including a comprehensive software package that ties together the variety of sensors that may be configured on an AUV or ROV platform.

Our [removed: water-proof] [added: waterproof] and splash-proof neoprene and glass reinforced epoxy connectors and cable assemblies are used in underwater equipment and submerged monitoring systems.

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

[removed: Environmental Instrumentation][added: *Environmental Instrumentation*]

We offer a wide range of products used for environmental monitoring, instruments that enable measurement and monitoring of key air environmental parameters as well as gas purity and content for industrial and manufacturing applications, sensors for the measurement and monitoring of the physical and chemical properties of untreated water, and laboratory systems that improve sample acquisition, [removed: handling,] [added: handling] and preparation for analysis.

Our sampler products include portable, refrigerated and specialty samplers used in hazardous location applications and water samplers that utilize [added: both peristatic and] vacuum [removed: technology.][added: technologies.]

[removed: Test] [added: *Test] and Measurement [removed: Instrumentation][added: Instrumentation*]

Our [removed: four] [added: five] high-definition oscilloscope [removed: (“HDO”)] [added: (“HD”)] product families address needs from the lower-bandwidth bench top sector to the mid-range general-purpose sector of the market.

The [removed: HDO] [added: HD] families offer superior signal fidelity for the ultimate in measurement accuracy and repeatability.

Our LabMaster and WaveMaster product families are industry leading high-end oscilloscopes with bandwidths extending to [removed: 100GHz.][added: 65GHz.]

We also make high-speed, [removed: high-][added: high-resolution modular analog-to-digital conversion systems.]

[removed: Designers] [added: Design] and [added: test] engineers use our protocol [removed: analyzers] [added: analysis solutions] to [added: monitor] accurately and reliably [removed: monitor communications traffic] [added: high data-rate communication interfaces] and diagnose operational problems in a [removed: variety] [added: wide range] of [removed: communications] [added: systems and] devices to ensure that they comply with industry standards, including the area of [removed: internet infrastructure,] [added: Cloud computing and networks,] where PCI Express and related standards are required [removed: to enable] [added: for] high performance data [removed: centers that support cloud networks.][added: centers.]

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

[removed: Digital Imaging][added: Digital Imaging]

Our Digital Imaging segment includes 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 [removed: micro electro-mechanical systems (“MEMS”)] [added: MEMS] and high-performance, high-reliability semiconductors including analog-to-digital and digital-to-analog converters.

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

We also design, develop and manufacture image processing products, primarily consisting of hardware and software for image processing and automatic data collection in [removed: industrial] [added: industrial, academic research] and medical applications.

Our image processing software allows [removed: original equipment manufacturers (“OEMs”)] [added: OEMs] and systems integrators to develop vision applications using our image acquisition and processing hardware.

Additionally, [removed: e2v produces] [added: we produce] components and sub-systems that deliver high performance and high reliability radio frequency power generation for healthcare, transportation and industrial applications.

[removed: Products] [added: Such products] include critical components used in radiotherapy applications for cancer treatment, magnetrons and thyratrons for X-ray cargo scanning systems and microwave sources for marine and airborne radar.

[removed: Our] [added: In addition, our] Digital Imaging segment [removed: also] provides LIDAR systems for airborne terrestrial mapping, mobile mapping, bathymetry and laser-based 3D imaging applications through our Optech business.

[removed: We also] [added: In addition, we] design and manufacture advanced military laser eye protection spectacles and sensor protection filters.

[removed: Aerospace] [added: Aerospace] and Defense [removed: Electronics][added: Electronics]

Our helix traveling wave tubes, commonly called TWTs, [added: are] used to provide broadband power amplification of microwave signals.

These components form the basis for our line of solid state power amplifiers, RF converters, and modems which are used in systems that provide communications links between ground stations, mobile units, [removed: UAVs, and orbiting satellites.]

[removed: Since our acquisition of e2v, we] [added: We] provide high performance, high reliability semiconductor solutions which address critical functions of the complete signal [removed: chain,] [added: chain and RF signal path,] including [added: design,] assembly and test, packaging, qualification and [removed: long term] [added: long-term] support for [removed: customer's semiconductor] [added: customer’s program] life cycle management.

Our 2019 and 2017 acquisitions, as well as our most recent 2020 acquisition, include the following:

2020 Acquisition

To extend our protocol test solution and products to the electronic storage industry and data centers:

OakGate Technology, Inc., based in Loomis, California, a provider of software and hardware designed to test electronic data storage devices from development through manufacturing and end-use applications.

We paid $28.0 million, net of cash acquired.

2019 Acquisitions

Scientific imaging businesses of Roper Technologies, Inc., principally located in the United States and Canada and including Princeton Instruments, Photometrics and Lumenera.

We paid $224.8 million for these scientific camera businesses, net of cash acquired.

To add complementary industrial gas and flame detection capabilities to our environmental instrumentation businesses:

Gas and flame detection businesses of 3M Company, primarily located in France, the United Kingdom and the United States and including Oldham, Simtronics, Gas Measurement Instruments, Detcon and select Scott Safety products.

The gas and flame detection business provides a portfolio of fixed and portable industrial gas and flame detection instruments used in a variety of industries including petrochemical, power generation, oil and gas, food and beverage, mining and waste water treatment.

The rugged gas analyzers feature fast response time, intrinsically safe sensors and satisfy multiple international certification standards.

We paid $233.5 million for these gas and flame detection businesses, net of cash acquired.

[Table of Contents](#i_0_7)

To expand our digital imaging foundry capacity and capabilities for biotech applications:

Micralyne Inc., (“Micralyne”) based in Edmonton, Alberta, Canada, a foundry providing micro electromechanical systems (“MEMS”) devices.

In particular, Micralyne possesses unique microfluidic technology for biotech applications, as well as capabilities in non-silicon-based MEMS (e.g., gold, polymers) often required for human body compatibility.

We paid $25.7 million for Micralyne, net of cash acquired.

2017 Acquisitions:

We paid $31.3 million for SSI.

[Table of Contents](#i_0_7)

reliability of materials exposed to ultra-deep-sea conditions.

We also provide instruments to measure toxic and combustible gases for personnel and site safety.

As a result of a 2019 acquisition, we manufacture a wide range of gas detection and measurement instruments, both portable and fixed installation, to monitor toxic gases such as hydrogen sulfide and chlorine and to detect combustible gases.

These instruments are used at industrial sites such as paper mills and automobile factories as well as in the oil and gas sector at refineries.

In addition, utility companies for natural gas and water supply use portable instruments to ensure the safety of their technicians.

[Table of Contents](#i_0_7)

We recently introduced the WavePulser, using Teledyne InP technology which enables hardware designers and test engineers to characterize and analyze interconnects and cables for high-speed serial protocols such as PCI Express, HDMI, USB, SAS, SATA, Fibre Channel, InfiniBand, Gigabit Ethernet and Automotive Ethernet.

Our protocol test portfolio also covers wireless technologies, including Bluetooth and 802.11 (Wi-Fi), and modern video technologies, such as HDMI and DisplayPort.

Both product lines, along with our leadership in USB technology, provide a unique base to service the mobile, internet of things, automotive and consumer electronics test market.

Our most recent acquisition of OakGate Technology, Inc. provides protocol validation and test tools for disk drives, both spinning and solid state, and servers used for cloud-based storage.

In 2019, we acquired a second MEMS foundry that specializes in BioMedical MEMS, Optical MEMS, industrial sensors and microfabrication.

We design and manufacture 3D time of flight sensors and modules for industrial robots, warehouse robots and ADAS (Advanced Driver Assistance Systems) for automobiles.

Through our 2019 acquisition of the scientific imaging businesses of Roper Technologies, Inc., we manufacture state-of-the-art cameras, spectrographs and optics for advanced research in physical sciences, life sciences research and spectroscopy imaging for applications and markets that include materials analysis, quantum

[Table of Contents](#i_0_7)

technology and cell biology imaging using fluorescence and chemiluminescence.

We also provide rugged USB-based customized cameras for markets such as traffic management, as well as life sciences applications.

We provide space and quantum technology products and services, including space-qualified imaging and quantum subsystems, radiation hardened imaging sensors for high radiation and space environments, cold atom quantum technology devices and system development services.

We also provide atomic clocks and gravity sensing and ground based astronomical telescope sensors and subsystems.

We also produce a wide variety of infrared photodiodes for the commercial market.

Our website address is www.teledyne.com.

We paid $31.3 million for SSI, which includes a $0.3 million purchase price adjustment.

2019 acquisition:

On February 5, 2019, we acquired the scientific imaging businesses of Roper Technologies, Inc. for $225.0 million in cash.

The scientific imaging businesses include Princeton Instruments, Photometrics and Lumenera, as well as other brands.

management, as well as life sciences applications.

Located primarily in the United States and Canada, the acquisition is part of the Digital Imaging segment.

resolution analog-to-digital conversion systems.

Our 2016 acquisition of Frontline allowed us to expand our protocol test portfolio into wireless technologies, including Bluetooth and 802.11 (Wi-Fi), and the 2016 acquisition of assets of Quantum Data broadened our protocol offering to penetrate emerging video technologies, such as HDMI, SDI and other important digital video standards.

With uncertainties in U.S. fiscal policy, we have been working to expand our commercial portfolio, specifically with the commercialization of space.

We lead and support air and missile defense programs, including the Objective Simulation Framework (“OSF”).

We expect the DLR Space Imaging Spectrometer (“DESIS”) to be declared operational in the first quarter of 2019.

In 2017, we completed the design, build, and testing of a prototype for a new method of processing the nation’s enriched uranium at the United States Department of Energy National Security Complex.

In 2018, we were awarded and began the manufacture of four production units with delivery through 2020.

Through our U.K.-based operations, we manufacture advanced composites for the government and commercial aviation customers.

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| Engineered Systems | | 244.0 | | | | 243.9 | | | | 219.8 | | |

Our principal U.S. Government customer is the U.S. Department of Defense.

These sales represented 17%, 18% and 21% of our total net sales for 2018, 2017 and 2016, respectively.

The OSF follow-on program, which was not awarded to Teledyne in November 2018, has been put on hold pending an investigation by the Agency and, in the meantime, Teledyne’s performance under the OSF contract continues.

Teledyne’s products contribute to understanding the environment and humankind’s impact to the health and sustainability of our planet.

We provide environmental and climate scientists with a broad portfolio of instruments and sensors, including space-based sensors for greenhouse gases, air and water monitoring instruments and autonomous systems and instruments that profile the world’s oceans.

Our precision visible and infrared sensors enable NASA’s s Orbital Carbon Observatories (in low Earth orbit) and GeoCarb (in geosynchronous orbit) satellite missions to make precise measurements of the sources and sinks of atmospheric carbon dioxide over seasonal and weekly cycles.

Our autonomous Slocum® gliders, APEX® drifting floats and our acoustic Doppler current profilers have been used by scientists to confirm warming trends and circulation conditions of the oceans.

Our instruments not only enhance climate research that spans decades, but they provided critical data for shorter timescales.

Our products measure seasonal variations in ocean temperatures and currents to aid fisheries and determine weather patterns.

Scientists position our gliders directly in the path of developing storms to monitor real-time conditions via satellite links.

Additionally, Teledyne’s product portfolio includes sophisticated air and water quality monitoring instruments to help keep the air we breathe and the water we drink clean.

We design, produce and distribute sophisticated air quality instruments that measure hazardous gases and particulate matter in real-time.

Our new Teledyne API T640 instrument delivers exceptional sensitivity and precision in ambient particular monitoring.

Our water sampler instruments enable environmental professionals to conveniently collect and safely store water for laboratory analysis and to precisely determine the flow rate of water in wastewater, irrigation and industrial applications.

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target opportunity equal to 300% of base.

This information on our website is available free-of-charge.

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[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

| [removed: ý] [added: ☒] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended December [removed: 30, 2018][added: 29, 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file number [removed: 1-15295][added: 1-15295]

[removed: TELEDYNE] [added: TELEDYNE] TECHNOLOGIES [removed: INCORPORATED][added: INCORPORATED]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| Delaware | | [added: | | | | | | |] 25-1843385 | [added: | |]

| (State or other jurisdiction of incorporation of organization) | | [added: | | | | | | |] (I.R.S. Employer Identification Number) | [added: | |]

| [removed: 1049 Camino Dos Rios,] Thousand [removed: Oaks,] [added: Oaks | | |] California | | [added: | | | |] 91360-2362 | [added: | |]

| (Address of principal executive offices) | | [added: | | | | | | |] (Zip Code) | [added: | |]

| Title of each class | | [added: | Trading Symbol(s) | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, par value $.01 per share | | [added: | TDY | | |] New York Stock Exchange | [added: | |]

Securities registered pursuant to Section 12(g) of the Act: [added: None]

Yes [removed: ý] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: ý][added: ☒]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T [added: (Section 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer”,] “smaller reporting company” [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

[removed: Large accelerated filer ý Accelerated filer ¨] [added: |] Non-accelerated filer [removed: ¨] [added: | | | ☐ | | |] Smaller reporting company [removed: ¨][added: | | | ☐ | | |]

At February [removed: 21, 2019,] [added: 19, 2020,] there were [removed: 36,209,282] [added: 36,630,917] shares of the registrant’s Common Stock outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

[removed: INDEX][added: INDEX]

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| | [added: | |] [Item 1A. Risk [removed: Factors](#s6E8EB4B982C557D28BF683627596C711)] [added: Factors](#i_0_16)] | [removed: [14](#s6E8EB4B982C557D28BF683627596C711)] | [added: | [14](#i_0_16) | | |]

| | [added: | |] [Item 1B. Unresolved Staff [removed: Comments](#s50C08919782D56F9BDEE87F483F587B0)] [added: Comments](#i_0_19)] | [removed: [26](#s50C08919782D56F9BDEE87F483F587B0)] | [added: | [27](#i_0_19) | | |]

| | [added: | |] [Item 2. [removed: Properties](#sE5F32CD93BD95BFEB7AE833EC7D807A3)] [added: Properties](#i_0_22)] | [removed: [27](#sE5F32CD93BD95BFEB7AE833EC7D807A3)] | [added: | [28](#i_0_22) | | |]

| | [added: | |] [Item 3. Legal [removed: Proceedings](#s5A6C46878C31571990B28F39A2A953A9)] [added: Proceedings](#i_0_25)] | [removed: [27](#s5A6C46878C31571990B28F39A2A953A9)] | [added: | [28](#i_0_25) | | |]

| | [added: | |] [Item 4. Mine Safety [removed: Disclosures](#s50A4547A54E65DCCB2FAF11A34276E4C)] [added: Disclosures](#i_0_28)] | [removed: [27](#s50A4547A54E65DCCB2FAF11A34276E4C)] | [added: | [28](#i_0_28) | | |]

| [removed: PART II] [added: PART II] | | | [added: | | | | | |]

| | [added: | |] [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s0CCD09A2CFCF5C2586533078E3DC896C)] [added: Securities](#i_0_34)] | [removed: [28](#s0CCD09A2CFCF5C2586533078E3DC896C)] | [added: | [29](#i_0_34) | | |]

| | [added: | |] [Item 6. Selected Financial [removed: Data](#s894E37B01F0259A189657484B9674704)] [added: Data](#i_0_37)] | [removed: [28](#s894E37B01F0259A189657484B9674704)] | [added: | [29](#i_0_37) | | |]

| | [added: | |] [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#s4225ABCC4C9C59B9AACA73674D4049B1)s] [added: Operation](#i_0_40)s] | [removed: [29](#s4225ABCC4C9C59B9AACA73674D4049B1)] | [added: | [30](#i_0_40) | | |]

| | [added: | |] [Item 7A. Quantitative and Qualitative Disclosure About Market [removed: Risk](#s9C92030D81F45DCB83EFEA6DECD1980F)] [added: Risk](#i_0_79)] | [removed: [52](#s9C92030D81F45DCB83EFEA6DECD1980F)] | [added: | [51](#i_0_79) | | |]

| | [added: | |] [Item 8. Financial Statements and Supplementary [removed: Data](#s6B239693F3165338B05F159B904FEBE9)] [added: Data](#i_0_85)] | [removed: [53](#s6B239693F3165338B05F159B904FEBE9)] | [added: | [51](#i_0_85) | | |]

| | [added: | |] [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sEA092AB9EA355E7EB807A1E3760DD134)] [added: Disclosure](#i_0_91)] | [removed: [53](#sEA092AB9EA355E7EB807A1E3760DD134)] | [added: | [51](#i_0_91) | | |]

[Table of Contents](#i_0_7)

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Yes ☒ No ☐

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| Large accelerated filer | | | ☒ | | | Accelerated file | | | ☐ | | |

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant section 13(a) of the Act ☐

Yes ☐ No ☒

As of June 28, 2019, the aggregate market value of Common Stock (based upon closing price of the stock on the New York Stock Exchange) of the registrant held by non-affiliates was approximately $9.7 billion.

Portions of the registrant's proxy statement to be filed subsequently with the Securities and Exchange Commission pursuant to Regulation 14A for the 2020 Annual Meeting of Shareholders are incorporated by reference in Part III of this Report on Form 10-K.

Except as expressly incorporated by reference, the registrant’s proxy statement shall not be deemed to be part of this report.

[Table of Contents](#i_0_7)

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10-K 1 tdy-2018x10k.htm 10-K 2018 FORM 10K

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None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

(Do not check if a smaller reporting company)

The aggregate market value of the registrant’s Common Stock held by non-affiliates on June 29, 2018, was $6.8 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.

Shares of Common Stock known by the registrant to be beneficially owned by the registrant’s directors and the registrant’s executive officers subject to Section 16 of the Securities Exchange Act of 1934 are not included in the computation.

The registrant, however, has made no determination that such persons are “affiliates” within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934.

Selected portions of the registrant’s definitive proxy statement for its 2019 Annual Meeting of Stockholders (the “2019 Proxy Statement”), filed not later than 120 days after the end of Teledyne Technologies Incorporated's fiscal year, are incorporated by reference in Part III of this Report.

Information required by paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K shall not be deemed “soliciting material” or to be filed with the Commission as permitted by Item 407 of Regulation S-K.

| | [SIGNATURES](#s19E4852302E05CD88E7B9C850ADB2236) | [99](#s19E4852302E05CD88E7B9C850ADB2236) |

The Company has [removed: 68] [added: 70] principal operating facilities in [removed: 18] [added: 17] states and six foreign countries.

We maintain our facilities in good operating [removed: condition] [added: condition,] and we believe they are suitable and adequate for the purposes for which they are intended and overall have sufficient capacity to conduct business as currently conducted.

Information on the number, ownership and location of principal operating facilities by segment was as follows at February 21, [removed: 2019:][added: 2020:]

| | | | | | | | | | [removed: Location] [added: | | | | | | | | | | | | Location] of [removed: Facilities] [added: Facilities] | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: Segment] [added: Segment] | | [removed: Owned] | | | [removed: Leased] | [added: Owned] | | | [removed: States] | | [removed: Countries] | [added: Leased | | | | | | | | | | | | States | | | | | | Countries | | | | | | | | | | | | | | |]

| Instrumentation | | [removed: 13] | | | | [removed: 11] [added: 16] | | | [added: | | | | | | 13 | | | | | |] California, Colorado, Florida, Massachusetts, Nebraska, New Hampshire, New York, Ohio, [added: Pennsylvania,] Texas and Virginia | | [added: | | | |] United States, Canada, [removed: Denmark] [added: Denmark, France] and United Kingdom | [added: | | | | | | | | | | | | | | | | |]

| Digital Imaging | | [removed: 11] | | | | [removed: 8] [added: 13] | | | [removed: Arizona,] [added: | | | | | | 7 | | | | | |] California, Massachusetts, New [removed: Jersey,] [added: Jersey and] North Carolina [removed: and Pennsylvania] | | [added: | | | |] United States, Belgium, Canada, France, The Netherlands and United Kingdom | [added: | | | | | | | | | | | | | | | | |]

| Aerospace and Defense Electronics | | [removed: 7] | | | | [removed: 11] [added: 6] | | | [added: | | | | | | 8 | | | | | |] California, Illinois, [removed: New Hampshire, Pennsylvania, Tennessee] [added: Pennsylvania] and Texas | | [added: | | | |] United States and United Kingdom | [added: | | | | | | | | | | | | | | | | |]

| Engineered Systems | | [removed: 1] | | | | [removed: 6] [added: 2] | | | [added: | | | | | | 5 | | | | | |] Alabama, [removed: Colorado,] Maryland, Ohio and Tennessee | | [added: | | | |] United States [removed: and United Kingdom] | [added: | | | | | | | | | | | | | | | | |]

| Total | | [removed: 32] | | | | [removed: 36] [added: 37] | | | | | | [added: | | | 33 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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[removed: PART II][added: PART II]

[Table of Contents](#i_0_7)

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As of February [removed: 21, 2019,] [added: 18, 2020,] there were [removed: 2,987] [added: 2,791] holders of record of the Common Stock.

See Note 8 [added: of the Notes] to [removed: our] Consolidated Financial Statements for additional information about our stock repurchase program.

In each of December 2019, December 2018 and December 2017, we withheld shares upon the vesting of restricted stock unit awards to satisfy tax withholding obligations in the amounts of 2,651 shares, 2,651 shares and 2,960 shares, respectively

| | | | | | |

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

We repurchased 2,561,815 shares in 2015 under the program and no shares were repurchased under the 2016 program.

| | |

| --- | --- |

[removed: Five-Year] [added: Five-Year] Summary of Selected Financial [removed: Data][added: Data]

| | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | | [removed: 2016] | | [added: 2018] | | [removed: 2015] | | | | [removed: 2014] [added: 2017] | | | [added: | | | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | [added: | | | |] (In millions, except per-share amounts) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Net sales | | [added: | | | | $ | 3,163.6 | | | | |] $ | 2,901.8 | | | [added: | |] $ | 2,603.8 | | | [added: | |] $ | 2,149.9 | | | [added: | |] $ | 2,298.1 | | | [removed: $] | [removed: 2,394.0] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income | | [added: | | | | $ | 402.3 | | | | |] $ | 333.8 | | | [added: | |] $ | 227.2 | | | [added: | |] $ | 190.9 | | | [added: | |] $ | 195.5 | | | [removed: $] | [removed: 215.6] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income attributable to Teledyne | | [added: | | | | $ | 402.3 | | | | |] $ | 333.8 | | | [added: | |] $ | 227.2 | | | [added: | |] $ | 190.9 | | | [added: | |] $ | 195.8 | | | [removed: $] | [removed: 217.7] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Basic earnings per common share | | [added: | | | | $ | 11.08 | | | | |] $ | 9.32 | | | [added: | |] $ | 6.45 | | | [added: | |] $ | 5.52 | | | [added: | |] $ | 5.55 | | | [removed: $] | [removed: 5.87] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Diluted earnings per common share | | [added: | | | | $ | 10.73 | | | | |] $ | 9.01 | | | [added: | |] $ | 6.26 | | | [added: | |] $ | 5.37 | | | [added: | |] $ | 5.44 | | | [removed: $] | [removed: 5.75] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Weighted average diluted common shares outstanding | | [added: | | | | 37.5 | | | | | |] 37.0 | | | | [added: | |] 36.3 | | | | [added: | |] 35.5 | | | | [added: | |] 36.0 | | | | [removed: 37.9] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total assets | | [added: | | | | $ | 4,579.8 | | | | |] $ | 3,809.3 | | | [added: | |] $ | 3,846.4 | | | [added: | |] $ | 2,774.4 | | | [added: | |] $ | 2,717.1 | | | [removed: $] | [removed: 2,862.2] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total stockholders’ equity | | [added: | | | | $ | 2,714.7 | | | | |] $ | 2,229.7 | | | [added: | |] $ | 1,947.3 | | | [added: | |] $ | 1,554.4 | | | [added: | |] $ | 1,344.1 | | | [removed: $] | [removed: 1,468.5] | | [added: | | | | | | | | | | | | | | | | | | | |]

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| Long-term debt, less current portion | | | | | | $ | 750.0 | | | | | $ | 610.1 | | | | | $ | 1,063.9 | | | | | $ | 509.7 | | | | | $ | 754.1 | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#i_0_7)

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| Long-term debt and capital leases, less current portion | | $ | 612.3 | | | $ | 1,069.3 | | | $ | 515.8 | | | $ | 761.5 | | | $ | 618.9 | |

Fiscal year 2017 includes the impact of the acquisition of e2v in March 2017.

See Note 3 to our Consolidated Financial Statements for additional information about the e2v acquisition.

| | |

| --- | --- |

The information required by this item is included in this Report on pages [removed: 56] [added: 55] through 98.

See the “Index to Financial Statements and Related Information” on page [removed: 56.][added: 55.]

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[removed: Disclosure Controls][added: Disclosure Controls]

The company’s 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 December [removed: 30, 2018,] [added: 29, 2019,] 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 December [removed: 30, 2018,] [added: 29, 2019,] are effective.

[removed: Internal Controls][added: Internal Controls]

See Management Statement on page [removed: 57] [added: 56] for management’s annual report on internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm on page [removed: 58] [added: 57] for Deloitte & Touche LLP’s attestation report on the Report of Management on Teledyne Technologies [removed: Incorporated's] [added: Incorporated’s] 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 December [removed: 30, 2018,] [added: 29, 2019,] that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

[removed: Sarbanes-Oxley] [added: Sarbanes-Oxley] Disclosure [removed: Committee][added: Committee]

Duncan Forsythe, [removed: Senior Director, Taxation and] Associate [removed: Treasurer][added: Vice President, Taxation]

Paul Sassalos, Associate [added: Vice President, Associate] General Counsel and Assistant Secretary

[removed: Tyler] Vernon, Senior Director, SEC/GAAP Compliance and External Reporting

[Table of Contents](#i_0_7)

Tyler D.

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[removed: PART III][added: PART III]

In addition to the information set forth under the caption “Executive Management” beginning on page 10 in Part I of this Report, the information required by this item is set forth in the [removed: 2019] [added: 2020] 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: 2019] [added: 2020] 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.

[Table of Contents](#i_0_7)

Except for the table below, the information required by this item is set forth in the [removed: 2019] [added: 2020] 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 December [removed: 30, 2018:][added: 29, 2019:]

| [removed: Plan Category] [added: Plan Category] | [removed: Number] [added: | | Number] of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights [removed: (a)] [added: (a)] | | | | [removed: Weighted-Average] [added: | | Weighted-Average] Exercise Price of Outstanding Options, Warrants or Rights [removed: (b)] [added: (b)] | | | | | [removed: Number] [added: | Number] of Securities Remaining Available for Future Issuance under Equity Compensation Plans \[excluding securities reflected in column [removed: (a)\]] [added: (a)\]] | | | | [added: | |]

| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | [added: | | | | | | |]

| Amended and Restated 2008 Incentive Award Plan(1) | [removed: 602,957] | | [added: 390,192] | | [added: | | | |] $ | [removed: 60.19] [added: 62.77] | | | | [added: |] — | | | | [added: | |]

| Amended and Restated 2014 Incentive Award Plan(2) | [removed: 1,461,783] | | [removed: (3] [added: 1,598,384] | [removed: )] | [added: | (3) | | |] $ | [removed: 123.00] [added: 147.24] | | [removed: (4] [added: (4)] | [removed: )] | [removed: 3,269,025] | [added: 2,885,771] | [removed: (5] | [removed: )] | [added: (5) | | |]

| Equity Compensation plans not approved by security holders: | | | | | | | | | | | | | | [added: | | | | | | |]

| Employee Stock Purchase Plan(6) | [added: | |] — | | | | [added: | |] — | | | | | [added: |] 1,000,000 | | | | [added: | |]

| 1) | [added: | |] No additional awards may be granted under the Amended and Restated 2008 Incentive Award Plan (2008 Plan). Any shares available under the 2008 Plan on the effective date of the 2014 Plan or that were subject to awards under the 2008 Plan that were forfeited or lapsed following the effective date of the 2014 Plan are automatically transferred to the Amended and Restated 2014 Plan. | [added: | |]

| 2) | [added: | |] On April 26, 2017, the stockholders of Teledyne approved the amendment and restatement of the 2014 Incentive Award Plan, which increased the shares available by 2,500,000. | [added: | |]

| 3) | [added: | |] Does not include (i) [removed: 31,156] [added: 15,430] shares of stock reserved for issuance under the 2015-2017 cycle of our PSP, of which [removed: 8,586] [added: 7,673] shares were issued as part of the [removed: first] [added: final] installment payment in February [removed: 2019;] [added: 2020;] (ii) [removed: 17,753] [added: 13,551] shares subject to restricted stock unit awards issued to employees and directors; and (iii) 51,123 shares reserved for issuance under the 2018-2020 cycle of our PSP. | [added: | |]

| 4) | [added: | |] Does not include the securities described in footnote (3) above, which do not have an exercise price . | [added: | |]

| 5) | [added: | |] The number of shares available for future issuance (i) includes shares transferred from the 2008 Plan (see footnote (1) above); and (ii) assumes the issuance of (a) [removed: 31,156] [added: 15,430] shares of stock reserved for issuance under the 2015-2017 cycle of our PSP, of which [removed: 8,586] [added: 7,673] shares were issued as part of the [removed: first] [added: final] installment payment in February [removed: 2019;(b) 17,753] [added: 2020;(b) 13,551] shares subject to restricted stock unit awards issued to employees and directors; and (c) 51,123 shares reserved for issuance under the 2018-2020 cycle of our PSP. | [added: | |]

| 6) | [added: | |] We maintain an Employee Stock Purchase Plan (commonly known as The Stock Advantage Plan) for eligible employees. It enables employees to invest in our common stock through automatic, after-tax payroll deductions, within specified limits. We add a 25% matching Company contribution up to $1,200 annually. Our contribution is currently paid in cash and the plan administrator purchases shares of our common stock in the open market. Historically, all shares used to fund the Employee Stock Purchase Plan have been purchased on the open market and no new shares have been issued. | [added: | |]

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| Total | | | 1,988,576 | | | | | | $ | 130.67 | | | | | 3,885,771 | | | | | |

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| Total | 2,064,740 | | | | $ | 104.66 | | | | 4,269,025 | | | |

| | |

| --- | --- |

The information required by this item is set forth in the [removed: 2019] [added: 2020] 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: 2019] [added: 2020] 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.

[removed: PART IV][added: PART IV]

[Table of Contents](#i_0_7)

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| --- | --- |

See the “Index to Financial Statements and Related Information” on page [removed: 56] [added: 55] of this Report, which is incorporated herein by reference.

[removed: INDEX] [added: INDEX] TO FINANCIAL STATEMENTS AND RELATED [removed: INFORMATION][added: INFORMATION]

| | [added: | |] Page | | [added: |]

| Financial Statements and Related Information: | | | [added: | | |]

[removed: | Management Statement | [57](#s8AD855F20BF65551BDEAB8930E614553) | |][added: MANAGEMENT STATEMENT]

[removed: | Report of Independent Registered Public Accounting Firm | [58](#s02C511D86B465E608A4390C6BDDB2BD3) | |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

[removed: | Report of Independent Registered Public Accounting Firm | [59](#s3C93BCC95B775F039A2D1F02D1E01855) | |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| [removed: Consolidated] [added: [Consolidated] Statements of [removed: Income] [added: Income](#i_0_169)] | [removed: [60](#sA73818E2B6795032BE3474168F51B422)] | | [added: [60](#i_0_169) | | |]

| [removed: Consolidated] [added: [Consolidated] Statements of Comprehensive [removed: Income] [added: Income](#i_0_172)] | [removed: [60](#s96AE961C07CF5F288E551DEB71B6A69F)] | | [added: [60](#i_0_172) | | |]

| [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets] [added: Sheets](#i_0_175)] | [removed: [61](#sBF8804874BF0536B8578E906D10B8BAF)] | | [added: [61](#i_0_175) | | |]

| [removed: Consolidated] [added: [Consolidated] Statements of Stockholders’ [removed: Equity] [added: Equity](#i_0_181)] | [removed: [62](#sA94659B50613599CA2DFBFC9E4F26926)] | | [added: [62](#i_0_181) | | |]

| [removed: Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows] [added: Flows](#i_0_184)] | [removed: [63](#s7BB659BDF95F5608B4BA6828691A666F)] | | [added: [63](#i_0_184) | | |]

| [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#i_0_187)] | [removed: [64](#s3FA26483952B52F9B3C3B549CC63E441)] | | [added: [64](#i_0_187) | | |]

| Financial Statement Schedule: | | | [added: | | |]

[removed: | Schedule] [added: Schedule] II [removed: - Valuation and Qualifying Accounts | 98 | |][added: VALUATION AND QUALIFYING ACCOUNTS]

[removed: MANAGEMENT STATEMENT][added: | [Management Statement](#i_0_160) | | | [56](#i_0_160) | | |]

[removed: RESPONSIBILITY] [added: RESPONSIBILITY] FOR PREPARATION OF THE FINANCIAL STATEMENTS AND ESTABLISHING AND MAINTAINING ADEQUATE INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]

[removed: REPORT] [added: REPORT] OF MANAGEMENT ON TELEDYNE TECHNOLOGIES INCORPORATED’S INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December [removed: 30, 2018.][added: 29, 2019.]

In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria) in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework.][added: Framework*.]

Based on this evaluation we believe that, as of December [removed: 30, 2018,] [added: 29, 2019,] the Company’s internal controls over financial reporting were effective.

Their report appears on page [removed: 58] [added: 57] of this Annual Report.

Date: February [removed: 22, 2019][added: 21, 2020]

| /s/ ALDO PICHELLI | [added: | |]

| Aldo Pichelli | [added: | |]

| President and Chief Executive Officer | [added: | |]

| /s/ SUSAN L. MAIN | [added: | |]

| Susan L. Main | [added: | |]

| Senior Vice President and Chief Financial Officer | [added: | |]

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | [Report of Independent Registered Public Accounting Firm](#i_0_163) | | | [57](#i_0_163) | | |]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the internal control over financial reporting of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of December [removed: 30, 2018,] [added: 29, 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 30, 2018,] [added: 29, 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December [removed: 30, 2018,] [added: 29, 2019,] of the Company and our report dated February [removed: 22, 2019,] [added: 21, 2020,] expressed an unqualified opinion on those financial statements and financial statement schedule.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Teledyne Technologies Incorporated and subsidiaries (the "Company") as of December [removed: 30, 2018] [added: 29, 2019] and December [removed: 31, 2017,] [added: 30, 2018,] the related consolidated statements of income, comprehensive income, [removed: stockholders'] [added: shareholders'] equity, and cash flows, for each of the three years in the period ended December [removed: 30, 2018,] [added: 29, 2019,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December [removed: 30, 2018] [added: 29, 2019] and December [removed: 31, 2017] [added: 30, 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 30, 2018,] [added: 29, 2019,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December [removed: 30, 2018,] [added: 29, 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control [removed: -] [added: —] Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2019] [added: 21, 2020,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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Our evaluation did not include assessing the effectiveness of internal control over financial reporting for the scientific imaging businesses of Roper Technologies, Inc., the gas and flame detection businesses of 3M Company or the Micralyne acquisitions in 2019.

These acquisitions, which are included in the 2019 consolidated financial statements of the Company, constituted approximately 12% of total assets, 4% of total revenues and 3% of net income of the Company as of and for the fiscal year ended December 29, 2019.

We did not assess the effectiveness of internal control over financial reporting at these newly acquired entities due to the insufficient time between the date acquired and year-end and the complexity associated with assessing internal controls during integration efforts making the process impractical.

Date: February 21, 2020

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As described in 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 the scientific imaging businesses of Roper Technologies, Inc., the gas and flame detection businesses of 3M Company, and the Micralyne acquisition, which were acquired on February 5, 2019, August 1, 2019 and August 30, 2019, respectively, and whose financial statements constitute approximately 12% of total assets, 4% of total revenues, and 3% of net income of the consolidated financial statement amounts as of and for the year ended December 29, 2019.

Accordingly, our audit did not include the internal control over financial reporting for the 2019 acquisitions.

February 21, 2020

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Also as discussed in Note 2 to the consolidated financial statements, effective December 31, 2018, the Company adopted FASB ASC Topic 842, *Leases*, using the modified retrospective approach.

Basis for Opinion

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Acquisitions — The Scientific Imaging Businesses of Roper Technologies, Inc. and the Gas and Flame Detection Businesses of 3M Company – Intangible Assets – Refer to Notes 2 and 3 to the financial statements

*Critical Audit Matter Description*

During 2019, the Company completed three acquisitions for net consideration of $484.0 million.

The most significant of these were (1) the acquisition of the scientific imaging businesses of Roper Technologies, Inc. for net consideration of $224.8 million and (2) the acquisition of the gas and flame detection businesses of 3M Company for net consideration of $233.5 million.

Auditing the Company’s 2019 acquisitions involved a high degree of auditor judgment and complexity to test management’s identification and preliminary valuation of acquired intangibles, specifically revenue projections used within the fair valuation of certain intangible assets assumed.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to (1) the identification of acquired intangibles and (2) revenue projections used to estimate the fair value of the intangible assets acquired included the following, among others:

- We tested the effectiveness of controls over the identification of acquired intangibles and management’s controls over the revenue projections used to estimate the fair value of the intangible assets acquired.

- With the assistance of our fair value specialists, we read each of the purchase agreements and evaluated and challenged management’s identification of the acquired intangible assets.

- We evaluated the reasonableness of the revenue projections by comparing them to (1) third-party historical financial data, (2) current economic factors and analyst reports of the Company and companies in its peer group, (3) evidence obtained in other areas of the audit, such as assumptions used by the Company in its budgeting process, and (4) the Company’s similar historical acquisitions.

- We performed a sensitivity analysis by varying projected revenue assumptions.

- With the assistance of our fair value specialists, we performed an analysis comparing the projected revenues of comparable companies within the acquired companies’ industries to management’s projected revenues used within the valuation models.

- With the assistance of our fair value specialists, we tested the underlying source information and mathematical accuracy of the calculations.

February 21, 2020

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February 22, 2019

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| Acquired intangibles, net | | 344.3 | | | | 398.9 | | |

| Accrued liabilities | | 354.7 | | | | 345.3 | | |

| Long-term debt and capital leases | | 612.3 | | | | 1,069.3 | | |

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

| Exercise of stock options and other | | — | | | | 25.0 | | | | — | | | | (0.6 | | ) | | — | | | | 24.4 | | | |

| Change in fair value of derivative instruments | | — | | | | 6.0 | | | | 5.5 | | |

| Gain on sale of facility | | — | | | | — | | | | (17.9 | | ) |

| Pension benefits | | 1.2 | | | | (19.7 | | ) | | 4.0 | | |

| Postretirement benefits | | (0.6 | | ) | | (0.8 | | ) | | (0.9 | | ) |

| Other operating, net | | 13.3 | | | | (0.4 | | ) | | (3.1 | | ) |

| Proceeds from the sale of businesses and disposal of fixed assets | | 1.3 | | | | 1.4 | | | | 30.0 | | |

| Sales proceeds transferred to escrow as restricted cash | | — | | | | — | | | | (19.5 | | ) |

| Sales proceeds transferred from escrow to cash | | — | | | | — | | | | 19.5 | | |

| Purchase of option contract | | — | | | | — | | | | (11.6 | | ) |

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| Balance as of January 1, 2017 | $ | (198.8 | ) | | $ | (2.8 | ) | | $ | (249.6 | ) | | $ | (451.2 | ) |

| Net other comprehensive loss | (79.5 | | ) | | (5.4 | | ) | | (31.4 | | ) | | (116.3 | | ) |

If we

This EAC process requires management’s judgment to make reasonably dependable cost estimates.

included within accrued liabilities and other long-term liabilities on the Consolidated Balance Sheet, which represented $111.5 million and $15.3 million as of December 30, 2018, and $110.3 million and $15.5 million as of January 1, 2018, respectively.

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| Accruals for product warranties charged to expense | 10.0 | | | | 6.0 | | | | 7.4 | | |

| Cost of product warranty claims | (10.1 | | ) | | (6.4 | | ) | | (6.7 | | ) |

operating income.

Additionally, certain inventory costs are also reflective of the estimates used in applying the percentage-of-completion revenue recognition method.

Inventory reserves are recorded when inventory is considered to be excess or

effects of inflation, and anticipated expenditures are not discounted to their present value.

None

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EXHIBIT INDEX

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| Exhibit No. | | | | | | Description | | | | | |

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| 2.1 | | | | | | [Separation and Distribution Agreement dated as of November 29, 1999 by and among Allegheny Teledyne Incorporated, TDY Holdings, LLC, Teledyne Industries, Inc. and Teledyne Technologies Incorporated (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated as of November 29, 1999 (File No. 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001159-index.html) | | | | | |

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| 3.1 | | | | | | [Restated Certificate of Incorporation of Teledyne Technologies Incorporated (including Certificate of Designation of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 2, 2000 (File No. 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-00-000576-index.html) | | | | | |

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| 3.2 | | | | | | [Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2014 (File No. 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/000109428514000164/exhibit31amendedandrestate.htm) | | | | | |

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| 4.1 | | | | | | [Description of the Registrant's Securities*](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit41-descriptiono.htm) | | | | | |

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| 10.1 | | | | | | [Employee Benefits Agreement between Allegheny Teledyne Incorporated and Teledyne Technologies Incorporated (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K/A (Amendment No. 1) dated as of November 29, 199 (File No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html) | | | | | |

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| 10.2 | | | | | | [Teledyne Technologies Incorporated 2008 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 7, 2008 (File No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095015208001764/l29604bdef14a.htm) | | | | | |

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| 10.3 | | | | | | [Teledyne Technologies Incorporated Administrative Rules of the 2008 Incentive Award Plan Related to Non-Employee Director Stock Compensation (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2008 (File No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095012408002202/v40430exv10w2.htm) | | | | | |