Teledyne Technologies (TDY) 10-K risk factor changes: FY2020 vs FY2019

[removed: Business”] [added: Business – Environment] and [removed: “Item 7.][added: Sustainability.”]

Starting in 2018, the U.S. Government imposed tariffs on a wide range of goods imported from China and [removed: a trade war ensued between the two nations.][added: China has retaliated by placing tariffs on various U.S. origin goods.]

[removed: In any event, high] [added: 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 [removed: were to enact] [added: bolsters] laws or regulations requiring the use of local [added: China] suppliers, it could have a negative impact on Teledyne’s revenues.

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

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

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

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

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

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

Some factors that have affected and are likely to continue affecting oil and gas prices and the level of demand for our [removed: services and] products [added: and services] include the following:

- the ability of the Organization of Petroleum Exporting [removed: Countries, or OPEC,] [added: Countries (“OPEC”),] to set and maintain production levels;

[removed: A new global recession] [added: Recession, financial and credit market disruptions,] or an economic downturn in [removed: China] [added: China,] may adversely affect us.

If another global recession emerges, if economic uncertainty in Europe continues or worsens, or if economic growth in China [removed: 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 our customers.

Our sales to China-based customers represented [added: approximately 6.0% and] 6.6% of total revenues in [removed: 2019, 6.7% of total revenue in 2018] [added: 2020] and [removed: 6.3% of total revenue in 2017.][added: 2019, respectively.]

Continued growth in many of our businesses, including those in our Environmental [removed: and Electronic Measurement] Instrumentation group, could be negatively impacted if [removed: an] [added: another] economic downturn [removed: persists] [added: occurs] in China.

As of [removed: December 29, 2019,] [added: January 3, 2021,] we had [removed: $851.8] [added: $778.5] million total outstanding indebtedness, including [removed: $295.0] [added: $195.0] million in senior unsecured fixed rate notes, [removed: $279.8] [added: $305.3] million in Euro denominated fixed rate notes, $150.0 million in term loans and $125.0 million outstanding under our $750.0 million floating rate credit facility.

Our indebtedness 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, [removed: stock repurchases,] or reducing our flexibility in planning for or reacting to changes in our business or market conditions.

Further, the Financial Conduct Authority (the authority that regulates [added: the London Interbank Offered Rate, or] LIBOR) has announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

As of [removed: December 29, 2019,] [added: January 3, 2021,] approximately [removed: 32.5%] [added: 35.3%] of the Company’s long-term debt is variable and can be indexed to USD-LIBOR.

[removed: A 2019 amendment to our] [added: Our] $750.0 million credit facility includes a procedure to switch to LIBOR alternative replacement rates in the future.

During [removed: 2019,] [added: 2020,] sales to international customers accounted for approximately [removed: 44%] [added: 45%] of our total revenues, compared with [removed: 47% in 2018 and 46%] [added: 44%] in [removed: 2017.][added: 2019.]

In [removed: 2019,] [added: 2020,] we sold products to customers in over 100 countries.

In [removed: 2019,] [added: 2020,] the top five countries for international sales were China, Germany, the United Kingdom, Japan and [removed: South Korea,] [added: France,] constituting approximately [removed: 21%] [added: 20%] of our total sales.

We anticipate that future sales to international customers will continue to account for a significant and increasing percentage of our revenues, particularly since business and growth plans for many Teledyne businesses focus on sales outside of the United [removed: States, including] [added: States] to emerging markets such as China, India, Brazil and West Africa.

In June 2016, the United Kingdom (“U.K.”) held a referendum in which voters approved an exit from the European Union (“E.U.”), commonly referred to as “Brexit.” The U.K. formally left the E.U. on January 31, 2020 and [removed: has] entered a transition period until December 31, [removed: 2020.][added: 2020 during which the U.K. remained in both the E.U. customs union and single market.]

[removed: The] [added: In the medium- to long-term, the] withdrawal of the U.K. from the E.U. may [removed: also] create further global economic uncertainty, which may adversely impact the economies of the U.K., the E.U. countries and other nations, may cause our current and future customers to reduce their spending on our products and services, and may cause certain E.U.-based customers to source products from businesses based outside of the U.K. For example, Brexit-related uncertainty could lead to a reconsideration by Airbus as to future investment and spending in the U.K., which could reduce sales for our U.K.-based businesses that supply Airbus.

- [removed: our ability to integrate] [added: difficulties in integrating] acquired [removed: businesses and] [added: businesses, including the potential loss of key personnel from an acquired business, our potential inability] to achieve identified financial, operating and other synergies anticipated to result from an [removed: acquisition;][added: acquisition, and integration issues associated with internal controls of acquired businesses;]

- potential unknown liabilities associated with a business that we acquire or in which we invest, including environmental liabilities; [added: and]

- production delays associated with consolidating acquired facilities and manufacturing [removed: operations;][added: operations.]

On [removed: December 29, 2019,] [added: January 3, 2021,] Teledyne’s goodwill was [removed: $2,050.5] [added: $2,150.0] million and net acquired intangible assets were [removed: $430.8] [added: $409.7] million.

We [removed: also] are [added: also] required to test goodwill for impairment between annual tests if events occur or circumstances change that would more likely than not reduce our enterprise fair value below its book value.

The valuation of reporting units requires judgment in estimating future cash flows, discount rates and estimated product life [added: cycles.]

Sales under contracts with the U.S. Government, including sales under contracts with the U.S. Department of Defense, as prime contractor or subcontractor, represented approximately [removed: 24%] [added: 26%] of our total revenue in [removed: 2019,] [added: 2020,] compared with [removed: 23% in 2018 and] 24% in [removed: 2017.][added: 2019.]

[removed: Although the U.S. President has indicated his desire for increased defense spending, continued] [added: Also,] defense spending does not necessarily correlate to continued business for us, because not all of the programs in which we participate or have current capabilities may be provided with continued funding.

Changes in policy and budget priorities by the [removed: President, his Administration and the] [added: new] U.S. [removed: Congress] [added: Presidential Administration] for various defense and National Aeronautics and Space Administration (“NASA”) programs could [removed: continue to] impact our Engineered Systems, Aerospace and Defense Electronics and Digital Imaging segments.

It is also not uncommon for the U.S. Department of Defense to delay the timing of awards [added: or change orders] for major programs for six to twelve months.

Uncertainty over budgets or priorities with the [removed: existing or a different] [added: new] U.S. Presidential Administration [removed: following the 2020 election] could result in delays in funding and the timing of awards, and changes in funded programs that could have a material impact on our revenues.

[removed: Most] [added: Further, most] of our U.S. Government contracts are subject to termination by the U.S. Government either at its convenience or upon the default of the contractor.

Termination for convenience provisions [removed: provide] [added: provides] only for the recovery of costs incurred or committed, settlement expenses, and profit on work completed prior to termination.

The following discussion sets forth the material risk factors that could affect Teledyne’s financial condition and

operations.

You should not consider any descriptions of these factors to be a complete set of all potential risks that could affect

Teledyne.

Any of the risk factors discussed below could by itself, or combined with other factors, materially and adversely affect our business, results of operations, financial condition, competitive position or reputation, including materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings.

Risks related to the pending acquisition of FLIR

On January 4, 2021, we announced our proposed acquisition of FLIR in a cash and stock transaction valued at approximately $8.0 billion (including net debt), which would make the acquisition our largest to date.

FLIR designs, develops, manufactures, markets, and distributes technologies that enhance perception and awareness.

FLIR provides innovative sensing solutions through thermal imaging, visible-light imaging, video analytics, measurement and diagnostic, and advanced threat detection systems.

FLIR offers a diversified portfolio that serves a number of applications in government and defense, industrial, and commercial markets.

FLIR, headquartered in Wilsonville, Oregon, will be part of the Digital Imaging segment.

While many of the products made and markets served by FLIR are complementary to Teledyne, the acquisition of FLIR would expand the size of our Digital Imaging segment relative to our other segments.

Continued innovation and research and development efforts will be required to maintain FLIR’s leadership position in imaging products.

There are numerous risk and uncertainties associated with the acquisition, including:

- Completion of the acquisition is subject to a number of conditions, some of which are outside of our control, and if any of these conditions are not satisfied or waived, the acquisition will not be completed.

Among these conditions are the approval by FLIR’s stockholders of the acquisition, the approval by our stockholders of the issuance of Teledyne stock in the acquisition and the receipt of certain regulatory approvals, including the expiration or termination of any applicable waiting period (and any extension thereof) under the HSR Act and under the antitrust laws of certain non-U.S. jurisdictions.

- Teledyne’s and FLIR’s existing business relationships with third parties may be disrupted due to uncertainty associated with the acquisition, which could have an adverse effect on the results of operations, cash flows and financial position of the combined company.

- Failure to complete the acquisition could negatively impact our stock price and our future business and financial results.

- The merger agreement between Teledyne and FLIR subjects us to restrictions on our activities, such as certain equity issuances during the period while the acquisition is pending.

- After the acquisition, as a result of the issuance of Teledyne stock in the acquisition to the holders of FLIR stock, Teledyne stockholders will have lower ownership and voting interests in Teledyne than they currently have and will exercise less influence over management.

- Litigation challenging the acquisition may increase costs and prevent the acquisition from being completed within the expected timeframe, or from being completed at all.

- Both we and FLIR will incur significant transaction costs in connection with the acquisition.

- Unplanned future events and conditions could reduce or delay the accretion to earnings that is currently projected by us in connection with the acquisition.

- Pursuant to the merger agreement we may be required, under certain circumstances related to the termination of the merger agreement, to pay a termination fee to FLIR of $250.0 million, which, if paid, may materially and adversely affect our financial results.

- We intend to pay the cash portion of the consideration for the acquisition, refinance certain existing indebtedness of us and FLIR, and pay other fees and expenses required to be paid in connection with the acquisition from cash on hand and borrowings.

There can be no assurance that we will be able to secure the funds necessary to pay the cash portion of the merger consideration in connection with the acquisition and refinance certain existing indebtedness on acceptable terms, in a timely manner or at all.

- The COVID-19 pandemic may delay or prevent the completion of the acquisition.

- After completion of the acquisition, we may fail to realize the anticipated benefits and cost savings of the transaction, which could adversely affect the value of our common stock.

- The future results of the combined company may be adversely impacted if we do not effectively manage our expanded operations following completion of the acquisition.

- Both Teledyne and FLIR may have difficulty retaining, motivating, and attracting executives and other employees in light of the pending acquisition, including those experienced with post-acquisition integration, and failure to do so could seriously harm the combined company.

- The effects of the COVID-19 pandemic could adversely affect the business, results of operations and financial condition of Teledyne, FLIR and the combined company following the completion of the acquisition.

- The market price of our common stock may decline as a result of the acquisition if, among other things, the combined company does not achieve the perceived benefits of the acquisition as rapidly or to the extent anticipated by financial or industry analysts, or if the effect of the acquisition on the combined company’s financial results is not consistent with the expectations of financial or industry analysts.

Risks related to the indebtedness expected to be incurred in connection with the FLIR acquisition

The incurrence by us of substantial indebtedness in connection with the financing of the acquisition, along with the planned assumption of FLIR’s existing senior notes may have an adverse impact on our liquidity, limit our flexibility in responding to other business opportunities and increase our vulnerability to adverse economic and industry conditions.

Teledyne expects to incur a significant amount of indebtedness in connection with the financing of the FLIR acquisition, which we expect will be funded using borrowings along with cash on hand.

We may also incur additional indebtedness through the planned assumption of FLIR’s existing senior notes.

The use of indebtedness to finance the acquisition will reduce our liquidity and could cause us to place more reliance on cash generated from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow for working capital and capital expenditure

needs or to pursue other potential strategic plans.

We expect that the agreements we will enter into with respect to the indebtedness we will incur to finance the acquisition or in connection with the planned assumption of FLIR’s existing senior notes will contain negative covenants, that, subject to certain exceptions, will include limitations on indebtedness, liens, dispositions, investments and mergers and other fundamental changes.

Our ability to comply with these negative covenants can be affected by events beyond our control.

The following text highlights various risks and uncertainties associated with Teledyne.

These factors could materially affect “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) that we may make from time to time, including forward-looking statements contained in “Item 1.

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

It is not possible for management to predict all such factors, and new factors may emerge or existing factors may change.

Additionally, management cannot assess the impact of each such factor on Teledyne or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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.

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.

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.

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

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.

The announcement of Brexit caused significant volatility in global stock markets and currency exchange rate fluctuations that resulted in the strengthening of the U.S. dollar against foreign currencies in which we conduct business.

- the potential loss of key personnel of an acquired business;

- our ability to assess, integrate and implement internal controls of acquired businesses in accordance with Section 404 of the Sarbanes-Oxley Act of 2002;

- the distraction of management resulting from the need to integrate acquired businesses;

- increased competition for acquisition targets, which may increase acquisition costs;

- the risks associated with acquiring privately-held companies, which generally do not have the same formal or comprehensive internal controls and compliance systems in place as public companies;

- risks associated with owning and operating businesses internationally, including those arising from U.S. and foreign government policy changes or actions and currency exchange rate fluctuations;

- unanticipated changes in business or economic conditions affecting an acquired business; and

- exposure to new and unfamiliar regulations in new jurisdictions.

cycles.

United States and global responses to terrorism, increasing tension between the U.S., and Russia, China and Iran; concerns regarding nuclear proliferation and the safety of nuclear energy; potential epidemics such as the Coronavirus; continuing turmoil in Middle Eastern countries; and potential future financial issues impacting airlines and volatile energy prices increase uncertainties with respect to many of our businesses and may adversely affect our business and results of operations.

United States’ and global responses to terrorism, continuing turmoil in Middle Eastern countries and nuclear proliferation concerns increase uncertainties with respect to U.S. and other business and financial markets and could adversely affect our business and operations.

Increasing tensions between the U.S. and Russia, and between the U.S. and China, as well as the U.S. and Iran, could disrupt the economy.

Air travel declines have occurred after terrorist attacks and heightened security alerts, as well as after the high-profile outbreaks of disease, including the recent outbreak and spread of the Wuhan, China-originated Coronavirus.

Additional declines in air travel resulting from these factors and other factors could adversely affect the financial condition of many of our commercial airline and aircraft manufacturer customers and, in turn, could adversely affect our Aerospace and Defense Electronics segment.

In addition, a prolonged virus epidemic or pandemic, or the threat thereof, could result in worker absences, lower productivity, voluntary closure of our offices and manufacturing facilities, disruptions in our supply chain, travel restrictions on our employees, and other disruptions to our businesses.

Moreover, health epidemics may force local health and government authorities to mandate the temporary closure of our offices and manufacturing facilities.

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.

Higher oil prices could adversely affect commercial airline-related customers of our Aerospace and Defense Electronics segment.

Conversely, lower oil prices have decreased oil exploration and petrochemical refining activities and have hindered our Marine and other Instrumentation businesses.

In addition, instability in the Middle East or other oil-producing regions could adversely affect expansion plans of the oil and gas industry customers of our Instrumentation businesses.

Our revenue from government contracts subjects us to many risks:

These markets include aerospace and defense, factory automation, air and water quality environmental monitoring, [added: electronics design and development,] oceanographic research, deepwater oil and gas exploration and production, medical imaging and pharmaceutical research.

We differentiate ourselves from many of our direct competitors by having a [removed: customer-] [added: customer] and [removed: company-sponsored] [added: Company-sponsored] applied research center that augments our product development expertise.

We continue to focus on balanced and disciplined capital deployment among capital expenditures, [removed: acquisitions, product development] [added: acquisitions] and [removed: share repurchases.][added: product development.]

Consistent with this strategy, we made [removed: three acquisitions] [added: one acquisition] in [removed: 2019] [added: 2020] and [added: three acquisitions] in [removed: March 2017, we made our largest acquisition to date, e2v technologies plc (“e2v”).][added: 2019.]

See Note [removed: 12] [added: [11](#i6291a00be73443bda945750d5f19bfce_232)] of the Notes to Consolidated Financial Statements for additional [removed: information on the realignment.][added: pension disclosures.]

As part of a continuing effort to reduce costs and improve operating performance, [removed: we may take and have taken] [added: as well as to respond to the impact of COVID-19, in 2020 the Company took] actions to [removed: consolidate and relocate certain facilities and] reduce headcount [added: by 9.8%] across various businesses, reducing our exposure to weak end [removed: markets and high cost locations.][added: markets, such as commercial aerospace.]

At [removed: December 29, 2019, $1.5] [added: January 3, 2021, $2.1] million remains to be paid related to these actions.

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Instrumentation | | | | | | $ | [removed: 1.5] [added: 5.9] | | | | | $ | [removed: 5.6] [added: 1.5] | | | | | $ | [removed: 2.1] [added: 5.6] | |

| Digital Imaging | | | | | | [removed: 1.1] [added: 2.9] | | | | | | [removed: 0.7] [added: 1.1] | | | | | | [removed: —] [added: 0.7] | | |

| Aerospace and Defense Electronics | | | | | | [removed: 0.5] [added: 11.1] | | | | | | [removed: 1.3] [added: 0.5] | | | | | | [removed: 2.1] [added: 1.3] | | |

| Engineered Systems | | | | | | [removed: 0.1] [added: 0.5] | | | | | | [removed: 0.2] [added: 0.1] | | | | | | [removed: —] [added: 0.2] | | |

| Total | | | | | | $ | [removed: 3.2] [added: 20.8] | | | | | $ | [removed: 7.8] [added: 3.2] | | | | | $ | [removed: 4.2] [added: 7.8] | |

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Severance | | | | | | $ | [removed: 3.5] [added: 16.0] | | | | | $ | [removed: 5.6] [added: 3.5] | | | | | $ | [removed: 3.8] [added: 5.6] | |

| Facility consolidations (a) | | | | | | [removed: (0.3)] [added: 4.8] | | | | | | [removed: 2.2] [added: (0.3)] | | | | | | [removed: 0.4] [added: 2.2] | | |

| Total | | | | | | $ | [removed: 3.2] [added: 20.8] | | | | | $ | [removed: 7.8] [added: 3.2] | | | | | $ | [removed: 4.2] [added: 7.8] | |

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Cost of sales | | | | | | $ | [removed: 0.8] [added: 10.3] | | | | | $ | [removed: 4.9] [added: 0.8] | | | | | $ | [removed: 2.8] [added: 4.9] | |

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

| Total | | | | | | $ | [removed: 3.2] [added: 20.8] | | | | | $ | [removed: 7.8] [added: 3.2] | | | | | $ | [removed: 4.2] [added: 7.8] | |

Recent [added: and Pending] Acquisitions

The Company spent [removed: $484.0] [added: $29.0] million, [removed: $3.1] [added: $484.0] million and [removed: $774.1] [added: $3.1] million on acquisitions and other investments, net of cash acquired in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

See Note [removed: 3] [added: [3](#i6291a00be73443bda945750d5f19bfce_199)] of the Notes to Consolidated Financial Statements for additional information about our recent [removed: acquisitions.][added: acquisitions and Note [15](#i6291a00be73443bda945750d5f19bfce_250) of the Notes to Consolidated Financial Statements for additional information about a pending acquisition.]

Fiscal [added: year 2020 contained 53 weeks while fiscal] years [removed: 2019, 2018] [added: 2019] and [removed: 2017] [added: 2018] each contained 52 weeks.

The following are selected financial highlights for [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] (in millions, except per-share amounts):

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Net sales | | | | | | $ | [removed: 3,163.6] [added: 3,086.2] | | | | | $ | [removed: 2,901.8] [added: 3,163.6] | | | | | $ | [removed: 2,603.8] [added: 2,901.8] | |

| Cost of sales | | | | | | [removed: 1,920.3] [added: 1,905.3] | | | | | | [removed: 1,791.0] [added: 1,920.3] | | | | | | [removed: 1,624.0] [added: 1,791.0] | | |

| Selling, general and administrative expenses | | | | | | [removed: 751.6] [added: 700.8] | | | | | | [removed: 694.2] [added: 751.6] | | | | | | [removed: 658.1] [added: 694.2] | | |

| Total costs and expenses | | | | | | [removed: 2,671.9] [added: 2,606.1] | | | | | | [removed: 2,485.2] [added: 2,671.9] | | | | | | [removed: 2,282.1] [added: 2,485.2] | | |

| Operating income | | | | | | [removed: 491.7] [added: 480.1] | | | | | | [removed: 416.6] [added: 491.7] | | | | | | [removed: 321.7] [added: 416.6] | | |

| Interest and debt expense, net | | | | | | [removed: (21.0)] [added: (15.3)] | | | | | | [removed: (25.5)] [added: (21.0)] | | | | | | [removed: (33.1)] [added: (25.5)] | | |

| Non-service retirement benefit income | | | | | | [removed: 8.0] [added: 12.1] | | | | | | [removed: 13.5] [added: 8.0] | | | | | | [removed: 13.9] [added: 13.5] | | |

| Other expense, net | | | | | | [removed: (5.0)] [added: (7.2)] | | | | | | [removed: (10.7)] [added: (5.0)] | | | | | | [removed: (15.5)] [added: (10.7)] | | |

| Income before income taxes | | | | | | [removed: 473.7] [added: 469.7] | | | | | | [removed: 393.9] [added: 473.7] | | | | | | [removed: 287.0] [added: 393.9] | | |

| Provision for income taxes | | | | | | [removed: 71.4] [added: 67.8] | | | | | | [removed: 60.1] [added: 71.4] | | | | | | [removed: 59.8] [added: 60.1] | | |

| Net income | | | | | | $ | [removed: 402.3] [added: 401.9] | | | | | $ | [removed: 333.8] [added: 402.3] | | | | | $ | [removed: 227.2] [added: 333.8] | |

| Basic earnings per common share | | | | | | $ | [removed: 11.08] [added: 10.95] | | | | | $ | [removed: 9.32] [added: 11.08] | | | | | $ | [removed: 6.45] [added: 9.32] | |

| Diluted earnings per common share | | | | | | $ | [removed: 10.73] [added: 10.62] | | | | | $ | [removed: 9.01] [added: 10.73] | | | | | $ | [removed: 6.26] [added: 9.01] | |

We believe that technological capabilities and innovation and the ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in our markets and the industries in which we compete.

See the Recent and Pending Acquisitions section for additional information.

COVID-19 and Other Matters

We concluded 2020 with the best operating margin and cash flow in the Company’s history.

With regard to the COVID-19 pandemic, our first priority remains the health and safety of our employees and their families.

Our manufacturing sites are deemed essential businesses and remain operational, and we are practicing social distancing, enhanced cleaning protocols, usage of personal protective equipment and other preventative measures.

While no company is immune to global economic challenges, Teledyne's business portfolio is well-balanced across end markets and geographies, and includes a high degree of businesses serving critical infrastructure sectors such as the defense industrial base, water and wastewater, and healthcare and public health.

However, given the continuing dynamic nature of this situation, the Company may not fully estimate the impacts of COVID-19 on its financial condition, results of operations or cash flows.

| Corporate | | | | | | 0.4 | | | | | | — | | | | | | — | | |

Pending 2021 Acquisition

On January 4, 2021, the first day of our 2021 fiscal year, Teledyne and FLIR Systems, Inc. (“FLIR”) entered into a definitive agreement under which Teledyne will acquire FLIR in a cash and stock transaction valued at approximately $8.0 billion.

Under the terms of the agreement, FLIR stockholders will receive $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implies a total purchase price of $56.00 per FLIR share based on Teledyne’s 5-day volume weighted average price as of December 31, 2020.

The transaction is expected to close in the middle of 2021 subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approvals of Teledyne and FLIR stockholders and other customary closing conditions.

FLIR designs, develops, manufactures, markets, and distributes technologies that enhance perception and awareness.

FLIR provides innovative sensing solutions through thermal imaging, visible-light imaging, video analytics, measurement and diagnostic, and advanced threat detection systems.

FLIR offers a diversified portfolio that serves a number of applications in government and defense, industrial, and commercial markets.

FLIR, headquartered in Wilsonville, Oregon, will be part of the Digital Imaging segment.

2020 Acquisition

On January 5, 2020, we acquired OakGate Technology, Inc. (“OakGate”) for $28.5 million in cash, net of cash acquired.

Based in Loomis, California, OakGate provides software and hardware designed to test electronic data storage devices from development through manufacturing and end-use applications.

The acquired business is part of the Test and Measurement product line within the Instrumentation segment.

*2020 compared with 2019*

| Instrumentation | | | | | | | | | $ | 1,094.5 | | | | | $ | 1,105.1 | | | | | (1.0) | | % |

| Total net sales | | | | | | | | | $ | 3,086.2 | | | | | $ | 3,163.6 | | | | | (2.4) | | % |

| Instrumentation | | | | | | | | | $ | 213.2 | | | | | $ | 200.4 | | | | | 6.4 | | % |

| Digital Imaging | | | | | | | | | 192.8 | | | | | | 176.5 | | | | | | 9.2 | | % |

| Engineered Systems | | | | | | | | | 50.1 | | | | | | 36.5 | | | | | | 37.3 | | % |

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| Corporate expense | | | | | | | | | (56.8) | | | | | | (65.1) | | | | | | (12.7) | | % |

| Operating income | | | | | | | | | 480.1 | | | | | | 491.7 | | | | | | (2.4) | | % |

| Other expense, net | | | | | | | | | (7.2) | | | | | | (5.0) | | | | | | 44.0 | | % |

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| Income before income taxes | | | | | | | | | 469.7 | | | | | | 473.7 | | | | | | (0.8) | | % |

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| Net income | | | | | | | | | $ | 401.9 | | | | | $ | 402.3 | | | | | (0.1) | | % |

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Our products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems, and defense electronics and satellite communication subsystems.

We also supply engineered systems for defense, space, environmental and energy applications.

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.

Total net sales for these products were $76.2 million for fiscal year 2018.

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.

Previously reported segment data has been adjusted to reflect these changes.

We continue to seek cost reductions in our businesses.

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2017 Acquisitions

On March 28, 2017, 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.

Most of e2v’s operations are included in the Digital Imaging and Aerospace and Defense Electronics segments.

The Instrumentation segment includes a small portion of e2v’s operations.

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.

Fiscal year 2017 includes pretax charges of $27.0 million related to the acquisition of e2v, which included $13.0 million in transaction costs, including stamp duty, advisory, legal and other consulting fees and other costs recorded to selling, general and administrative expenses, $5.7 million in inventory fair value step-up amortization expense recorded to cost of sales, $6.0 million related to a foreign currency option contract expense to hedge the e2v purchase price recorded as other expense and $2.3 million in bank bridge facility commitment expense recorded to interest expense.

Of these amounts, $8.3 million impacted segment operating income.

On July 20, 2017, Teledyne Instruments, Inc. completed the acquisition of assets of Scientific Systems, Inc. (“SSI”) for $31.0 million in cash.

Headquartered in State College, Pa., SSI is a manufacturer of precision components and specialized subassemblies used primarily in analytical and diagnostic instrumentation, such as high performance liquid chromatography systems and specific medical devices.

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 Environmental Instrumentation product line of the Instrumentation segment.

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The information required by this item is included in this Report on page [removed: 45] [added: 34] under the caption “Other Matters - Hedging Activities; Market Risk Disclosures” of “Item 7.

[removed: Teledyne] [added: from Allegheny] Technologies Incorporated [added: as an independent company in 1999,] provides enabling technologies for industrial growth markets that require advanced technology and high reliability.

[removed: Our] [added: Teledyne’s] website [removed: address] is www.teledyne.com.

Financial information about our business segments can be found in Note [removed: 12] [added: [12](#i6291a00be73443bda945750d5f19bfce_238)] of the Notes to Consolidated Financial Statements in this Annual Report on Form [removed: 10-K.][added: 10-K for the fiscal year ended January 3, 2021 (this “Form 10-K”).]

[removed: Instrumentation][added: Instrumentation Segment]

Our Instrumentation segment provides monitoring and control instruments for marine, environmental, industrial and other applications, [removed: as well as] [added: and] electronic test and measurement equipment.

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

We [added: also] design and manufacture [removed: Inspection Class ROVs] [added: remotely operated underwater vehicles] used in maritime security, military, search and rescue, aquaculture, and scientific research applications.

Our instrumentation is [removed: also] used to detect a variety of water quality [removed: parameters.][added: parameters and in applications found in petrochemical and refinery facilities.]

We manufacture [removed: and sell positive-displacement piston] [added: high-precision] pumps utilized in a wide variety of analytical, [added: research] clinical, preparative and fluid-metering applications.

In addition, we manufacture liquid chromatography instruments and accessories for the purification of organic compounds, which include highly sensitive evaporative light scanning [removed: detectors.][added: detectors, primarily for pharmaceutical laboratories involved in drug discovery and development.]

We develop, manufacture, sell and license high-performance [removed: oscilloscopes and] [added: oscilloscopes,] high-speed protocol [removed: analyzers for various communication links.][added: analyzers, and related]

Our oscilloscopes are [removed: tools] used by designers and engineers to measure and analyze complex electronic signals [removed: in order] to develop high-performance systems, validate electronic [removed: designs] [added: designs,] and improve time to market.

[removed: These] [added: We also make high-speed, high-resolution modular analog-to-digital conversion] systems [removed: are used in many] [added: for] applications including test and measurement, medical imaging, Light Detection and [removed: Ranging (“LIDAR”)] [added: Ranging,] and software defined radio.

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

[removed: Both] [added: Our] 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. [added: (“OakGate”) during 2020] provides protocol validation and test tools for disk drives, both spinning and solid state, and servers used for cloud-based storage.

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

Our Digital Imaging segment includes high-performance sensors, cameras and systems, within the visible, infrared, ultraviolet and X-ray spectra for use in industrial, [removed: government] [added: scientific, government, defense] and [added: security and] medical applications, [removed: as well as MEMS and high-performance, high-reliability semiconductors including analog-to-digital and digital-to-analog converters.][added: among others.]

This segment also includes our sponsored and centralized research [removed: laboratories benefiting government programs and businesses.][added: laboratories.]

[removed: We] [added: Through this segment, we] design, develop and manufacture image [removed: capture products, primarily consisting of high-performance image] sensors and digital cameras for use in industrial, scientific, academic research and medical [added: applications and hardware and software for image processing and automatic data collection in industrial, academic research and medical] applications.

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

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 [added: technology and cell biology imaging using fluorescence and chemiluminescence.]

We receive funding from the Defense Advanced Research Products Agency [removed: (“DARPA”)] and various other U.S. Department of Defense funding agencies, and we collaborate with researchers at universities and national laboratories to stay at the forefront of emerging technologies.

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

Our Aerospace and Defense Electronics segment provides sophisticated electronic components and [removed: subsystems] [added: subsystems, data acquisition] and communications [removed: products, including defense electronics,] [added: components and equipment,] harsh environment interconnects, [removed: data acquisition and communications equipment for aircraft,] [added: general aviation batteries] and [added: other] components [removed: and subsystems] for [removed: wireless] [added: a variety of commercial] and [removed: satellite communications, as well as general aviation batteries.][added: defense applications that require high performance and high reliability.]

[removed: We also design and manufacture airborne networking products, including servers, wireless access points and aircraft interface device software, as well as] [added: Our products include] aircraft data [removed: loading equipment, flight data analysis software,] and [removed: data distribution] [added: connectivity solutions, hardware systems, and] software [added: applications] used by commercial airlines and the U.S. military, and we provide services related to our products.

Engineered [removed: Systems][added: Systems Segment]

Our Engineered Systems segment provides innovative systems [removed: engineering and] [added: engineering,] integration and advanced technology [removed: development as well as] [added: development, and] complex manufacturing solutions for defense, space, environmental and energy applications.

[removed: We manufacture high quality machined components that we integrate into complex products and systems for customers across the spectrum of our] [added: Our] core business base, [removed: including] [added: includes] NASA, the U.S. Department of Defense, the U.S. Department of Energy, foreign militaries and commercial customers.

No commercial customer [added: in 2020 or 2019] accounted for more than [removed: 10%] [added: 3.0%] of [removed: any segment] [added: total] net sales [removed: during 2019, 2018] or [removed: 2017.][added: more than 10% of any segments net sales.]

Sales to international customers accounted for approximately [removed: 44%] [added: 45%] of total sales in [removed: 2019,] [added: 2020] compared with [removed: 47% in 2018 and 46%] [added: 44%] in [removed: 2017.][added: 2019.]

In [added: both 2020 and] 2019, we sold products to customers in over 100 foreign countries.

Approximately 90% of our sales to [removed: foreign-based] [added: international] customers [added: during 2020] were made to customers in [removed: 25] [added: 22] foreign countries.

In [removed: 2019,] [added: 2020,] the top five countries for [removed: international] sales [added: to international customers, ranked by sales, volume] were China, the United Kingdom, Germany, Japan and [removed: South Korea] [added: France] and represented approximately [removed: 21%] [added: 20%] of our total [added: net] sales.

Approximately [removed: 24%, 23%] [added: 26%] and 24% of our total net sales for [removed: 2019, 2018] [added: 2020] and [removed: 2017,] [added: 2019,] respectively, were derived from contracts with agencies of, and prime contractors to, the U.S. Government.

| U.S. Government sales by segment: | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | |

| Instrumentation | | | | | | $ | [removed: 80.4] [added: 80.6] | | | | | $ | [removed: 68.3] [added: 80.4] | | | | | $ | [removed: 65.2] [added: 68.3] | |

| Digital Imaging | | | | | | [removed: 107.4] [added: 120.9] | | | | | | [removed: 90.5] [added: 107.4] | | | | | | [removed: 85.7] [added: 90.5] | | |

| Aerospace and Defense Electronics | | | | | | [removed: 225.3] [added: 229.9] | | | | | | [removed: 177.2] [added: 225.3] | | | | | | [removed: 157.2] [added: 177.2] | | |

| Engineered Systems | | | | | | [removed: 346.7] [added: 386.8] | | | | | | [removed: 319.3] [added: 346.7] | | | | | | [removed: 311.6] [added: 319.3] | | |

Teledyne Technologies Incorporated (“Teledyne” or the “Company”), a Delaware company that spun off

We believe that technological capabilities and innovation and the ability to invest in the

the industries in which we compete.

For discussion on our business and strategy for 2019 and 2018 see our Annual Report on Form 10-K for the fiscal year ended December 29, 2019; for a discussion of our 2019 acquisitions, see Item 7.

Management's Discussion and Analysis of Results of Operations and Financial Condition.

Recent Developments

On January 4, 2021, we announced together with FLIR Systems, Inc. (“FLIR”) that the companies have entered into a definitive merger agreement under which we will acquire FLIR in a cash and stock transaction valued at approximately $8.0 billion.

Under the terms of the merger agreement, FLIR stockholders will receive $28.00 per share in cash and 0.0718 shares of our common stock for each FLIR share, which implies a total purchase price of approximately $56.00 per FLIR share based on the 5-day volume weighted average price of our stock as of December 31, 2020.

The transaction is expected to close in the middle of 2021 subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) approvals of our stockholders and FLIR stockholders and other customary closing conditions.

Our Instrumentation segment represented approximately 35% of our sales for 2020.

Below is a description of the product lines that comprise the Instrumentation segment.

We manufacture complete autonomous-operated underwater vehicles systems.

We offer a wide range of products used for environmental monitoring.

We also manufacture and provide complementary laboratory instrumentation including through laboratory automation and sample introduction systems which automates the preparation and concentration of organic samples.

test and measurement solutions for a wide range of industries.

We also produce and provide manufacturing services for micro electromechanical systems (“MEMS”) and high-performance, high-reliability semiconductors including analog-to-digital and digital-to-analog converters.

Our Digital Imaging segment represented approximately 32% of our sales for 2020.

Such applications include aircraft, radar, electronic warfare, weapon systems, space, wireless and satellite communications and terminals and test equipment.

Our Aerospace and Defense Electronics segment represented approximately 19% of our sales for 2020.

We provide onboard avionics systems and ground-based applications that allow civil and military aircraft software operators to access, manage and utilize their data more efficiently.

Our Engineered Systems segment represented approximately 14% of our sales for 2020.

As described in greater detail under Item 1A.

We did not experience significant difficulty in obtaining raw materials and/or other supplies during 2020.

Marketing

Given the technical nature of our products, we conduct our domestic and international marketing

activities through a direct internal sales force, as well as third-party sales representatives and distributors, both in the United

States and in other countries.

Because of the diversity of products sold and the number of markets we serve, we encounter a wide variety of

We own and control various intellectual property rights, including patents, trade secrets, confidential information, trademarks, trade names, and copyrights.

We do not consider any single patent or trademark, or any group

of them, essential either to Teledyne’s business as a whole or to any one of our reportable segments.

The annual royalties

received or paid under license agreements are not significant to any of our reportable segments or to Teledyne’s overall

operations.

Environment and Other Government Regulations

Information with respect to environmental matters is set forth under “Other Matters – Environmental” of “Item 7.

Management’s Discussion and Analysis of Results of Operation and Financial Condition” and Note [14](#i6291a00be73443bda945750d5f19bfce_247) of the Notes to Consolidated Financial Statements in this Form 10-K.

No material capital expenditures relating to environmental or other government regulatory compliance are presently anticipated.

Sustainability

Many of our products directly support sustainability and climate challenges.

Our products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems, and defense electronics and satellite communication subsystems.

We also supply engineered systems for defense, space, environmental and energy applications.

Our principal executive offices are located at 1049 Camino Dos Rios, Thousand Oaks, California 91360-2362.

Our telephone number is (805) 373-4545.

We are a Delaware corporation that was spun-off as an independent company on November 29, 1999.

Strategy

Our strategy continues to emphasize growth in our core markets of instrumentation, digital imaging, aerospace and defense electronics and engineered systems.

Our core markets are characterized by high barriers to entry and include specialized products and services not likely to be commoditized.

We intend to strengthen and expand our core businesses with targeted acquisitions and through product development.

We continue to focus on balanced and disciplined capital deployment among capital expenditures, product development, acquisitions and share repurchases.

We aggressively pursue operational excellence to continually improve our margins and earnings by emphasizing cost containment and cost reductions in all aspects of our business.

At Teledyne, operational excellence includes the rapid integration of the businesses we acquire.

Using complementary technology across our businesses and internal research and development, we seek to create new products to grow our company and expand our addressable markets.

We continue to evaluate our businesses to ensure that they are aligned with our strategy.

Our Recent Acquisitions

Consistent with our strategy, during 2019, 2018 and 2017, we made acquisitions and investments totaling $1,261.2 million, net of cash acquired.

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

To expand our range of digital imaging capabilities for life sciences, academic research and customized original equipment manufacturer (“OEM”) industrial imaging solutions:

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

Princeton Instruments and Photometrics manufacture state-of-the-art cameras, spectrographs and optics for advanced research in physical sciences, life sciences research and spectroscopy imaging.

Applications and markets include materials analysis, quantum technology and cell biology imaging using fluorescence and chemiluminescence.

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

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.

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:

To expand our digital imaging, space science, semiconductor and microwave solutions capabilities:

e2v technologies plc (“e2v”) principally located in Chelmsford, United Kingdom and Grenoble, France, which provides high performance image sensors and custom camera solutions and application specific standard products for the machine vision market.

For the fiscal year ended [removed: December 29, 2019][added: January 3, 2021]

| Thousand [removed: Oaks] [added: Oaks,] | | | California | | | | | | 91360-2362 | | |

[removed: |] [added: Large accelerated filer ☒ Accelerated filer ☐] Non-accelerated filer [removed: | | |] ☐ [removed: | | |] Smaller reporting company [removed: | | |] ☐ [removed: | | |][added: Emerging growth company ☐]

As of June [removed: 28, 2019,] [added: 26, 2020,] 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 [removed: $9.7] [added: $10.9] billion.

At February [removed: 19, 2020,] [added: 23, 2021,] there were [removed: 36,630,917] [added: 37,019,992] shares of the registrant’s Common Stock outstanding.

Portions of the registrant's proxy statement to be filed subsequently with the Securities and Exchange Commission pursuant to Regulation 14A for the [removed: 2020] [added: 2021] Annual Meeting of Shareholders are incorporated by reference in Part III of this Report on Form 10-K.

| | | | [Item 1. [removed: Business](#i_0_13)] [added: Business](#i6291a00be73443bda945750d5f19bfce_13)] | | | [removed: [1](#i_0_13)] [added: [1](#i6291a00be73443bda945750d5f19bfce_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#i_0_16)] [added: Factors](#i6291a00be73443bda945750d5f19bfce_16)] | | | [removed: [14](#i_0_16)] [added: [5](#i6291a00be73443bda945750d5f19bfce_16)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i_0_19)] [added: Comments](#i6291a00be73443bda945750d5f19bfce_19)] | | | [removed: [27](#i_0_19)] [added: [18](#i6291a00be73443bda945750d5f19bfce_19)] | | |

| | | | [Item 2. [removed: Properties](#i_0_22)] [added: Properties](#i6291a00be73443bda945750d5f19bfce_22)] | | | [removed: [28](#i_0_22)] [added: [18](#i6291a00be73443bda945750d5f19bfce_22)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#i_0_25)] [added: Proceedings](#i6291a00be73443bda945750d5f19bfce_25)] | | | [removed: [28](#i_0_25)] [added: [18](#i6291a00be73443bda945750d5f19bfce_25)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#i_0_28)] [added: Disclosures](#i6291a00be73443bda945750d5f19bfce_28)] | | | [removed: [28](#i_0_28)] [added: [18](#i6291a00be73443bda945750d5f19bfce_28)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_34)] [added: Securities](#i6291a00be73443bda945750d5f19bfce_34)] | | | [removed: [29](#i_0_34)] [added: [18](#i6291a00be73443bda945750d5f19bfce_34)] | | |

| | | | [Item 6. Selected Financial [removed: Data](#i_0_37)] [added: Data](#i6291a00be73443bda945750d5f19bfce_37)] | | | [removed: [29](#i_0_37)] [added: [19](#i6291a00be73443bda945750d5f19bfce_37)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i_0_40)s] [added: Operation](#i6291a00be73443bda945750d5f19bfce_40)s] | | | [removed: [30](#i_0_40)] [added: [20](#i6291a00be73443bda945750d5f19bfce_40)] | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosure About Market [removed: Risk](#i_0_79)] [added: Risk](#i6291a00be73443bda945750d5f19bfce_79)] | | | [removed: [51](#i_0_79)] [added: [41](#i6291a00be73443bda945750d5f19bfce_79)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i_0_85)] [added: Data](#i6291a00be73443bda945750d5f19bfce_85)] | | | [removed: [51](#i_0_85)] [added: [41](#i6291a00be73443bda945750d5f19bfce_85)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i_0_91)] [added: Disclosure](#i6291a00be73443bda945750d5f19bfce_91)] | | | [removed: [51](#i_0_91)] [added: [41](#i6291a00be73443bda945750d5f19bfce_91)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#i_0_97)] [added: Procedures](#i6291a00be73443bda945750d5f19bfce_97)] | | | [removed: [51](#i_0_97)] [added: [41](#i6291a00be73443bda945750d5f19bfce_97)] | | |

| | | | [Item 9B. Other [removed: Information](#i_0_109)] [added: Information](#i6291a00be73443bda945750d5f19bfce_109)] | | | [removed: [52](#i_0_109)] [added: [42](#i6291a00be73443bda945750d5f19bfce_109)] | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i_0_118)] [added: Governance](#i6291a00be73443bda945750d5f19bfce_118)] | | | [removed: [52](#i_0_118)] [added: [43](#i6291a00be73443bda945750d5f19bfce_118)] | | |

| | | | [Item 11. Executive [removed: Compensation](#i_0_124)] [added: Compensation](#i6291a00be73443bda945750d5f19bfce_124)] | | | [removed: [52](#i_0_124)] [added: [43](#i6291a00be73443bda945750d5f19bfce_124)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i_0_130)] [added: Matters](#i6291a00be73443bda945750d5f19bfce_130)] | | | [removed: [53](#i_0_130)] [added: [43](#i6291a00be73443bda945750d5f19bfce_130)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i_0_136)] [added: Independence](#i6291a00be73443bda945750d5f19bfce_136)] | | | [removed: [53](#i_0_136)] [added: [43](#i6291a00be73443bda945750d5f19bfce_136)] | | |

| | | | [Item 14. Principal Accountant Fees and [removed: Services](#i_0_142)] [added: Services](#i6291a00be73443bda945750d5f19bfce_142)] | | | [removed: [53](#i_0_142)] [added: [43](#i6291a00be73443bda945750d5f19bfce_142)] | | |

| | | | [Item 15. Exhibits and Financial Statement [removed: Schedules](#i_0_151)] [added: Schedules](#i6291a00be73443bda945750d5f19bfce_151)] | | | [removed: [54](#i_0_151)] [added: [43](#i6291a00be73443bda945750d5f19bfce_151)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#i_0_2612)] [added: Summary](#i6291a00be73443bda945750d5f19bfce_262)] | | | [removed: 98] [added: [86](#i6291a00be73443bda945750d5f19bfce_262)] | | |

For a discussion of risk factors and uncertainties associated with Teledyne and any forward looking statements made by us, see the discussion beginning on page [removed: 14] [added: [5](#i6291a00be73443bda945750d5f19bfce_16)] of this Annual Report on Form 10-K.

Indicate by check mark whether the registrant has filed a report on an attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public account firm that prepared or issued its audit report.

| | | | [I](#i6291a00be73443bda945750d5f19bfce_157)[ndex](#i6291a00be73443bda945750d5f19bfce_157) [](#i6291a00be73443bda945750d5f19bfce_157)[to](#i6291a00be73443bda945750d5f19bfce_157) [F](#i6291a00be73443bda945750d5f19bfce_157)[inancial](#i6291a00be73443bda945750d5f19bfce_157) [S](#i6291a00be73443bda945750d5f19bfce_157)[tatements](#i6291a00be73443bda945750d5f19bfce_157) [and](#i6291a00be73443bda945750d5f19bfce_157) [R](#i6291a00be73443bda945750d5f19bfce_157)[elated](#i6291a00be73443bda945750d5f19bfce_157) [](#i6291a00be73443bda945750d5f19bfce_157)[I](#i6291a00be73443bda945750d5f19bfce_157)[nformation](#i6291a00be73443bda945750d5f19bfce_157) | | | [44](#i6291a00be73443bda945750d5f19bfce_157) | | |

| | | | [E](#i6291a00be73443bda945750d5f19bfce_265)[xhibit](#i6291a00be73443bda945750d5f19bfce_265) [I](#i6291a00be73443bda945750d5f19bfce_265)[ndex](#i6291a00be73443bda945750d5f19bfce_265) | | | [87](#i6291a00be73443bda945750d5f19bfce_265) | | |

| | | | [S](#i6291a00be73443bda945750d5f19bfce_268)[ignatures](#i6291a00be73443bda945750d5f19bfce_268) | | | [92](#i6291a00be73443bda945750d5f19bfce_268) | | |

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(Check one):

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

| Emerging growth company | | | ☐ | | | | | | | | |

| | | | [INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION](#i_0_157) | | | [55](#i_0_157) | | |

| | | | EXHIBIT INDEX | | | 99 | | |

| | | | SIGNATURES | | | [103](#i_0_262) | | |

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

[removed: Its] [added: Our] principal research and development center is also located in Thousand Oaks, California.

The Instrumentation segment has principal operations in the United States, the United Kingdom and Denmark, the Digital Imaging segment has principal operations in the United States, Canada, France, the Netherlands and the United Kingdom, the Aerospace and Defense Electronics segment with principal operations in the United States and the United Kingdom and the Engineered Systems segment has principal operations in the United States.

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

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

| | | | | | | | | | | | | | | | | | | | | | Location of Facilities | | | | | | | | | | | | | | | | | | | | | | | |

| Segment | | | | | | Owned | | | | | | Leased | | | | | | | | | | | | States | | | | | | Countries | | | | | | | | | | | | | | |

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

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| Digital Imaging | | | | | | 13 | | | | | | | | | 7 | | | | | | California, Massachusetts, New Jersey and North Carolina | | | | | | United States, Belgium, Canada, France, The Netherlands and United Kingdom | | | | | | | | | | | | | | | | | |

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| Aerospace and Defense Electronics | | | | | | 6 | | | | | | | | | 8 | | | | | | California, Illinois, Pennsylvania and Texas | | | | | | United States and United Kingdom | | | | | | | | | | | | | | | | | |

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| Engineered Systems | | | | | | 2 | | | | | | | | | 5 | | | | | | Alabama, Maryland, Ohio and Tennessee | | | | | | United States | | | | | | | | | | | | | | | | | |

| Total | | | | | | 37 | | | | | | | | | 33 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of February [removed: 18, 2020,] [added: 22, 2021,] there were [removed: 2,791] [added: 2,646] holders of record of the Common Stock.

See Note [removed: 8] [added: [8](#i6291a00be73443bda945750d5f19bfce_214)] of the Notes to Consolidated Financial Statements for additional information about our stock repurchase program.

Although we have no current plans to repurchase stock, up to approximately three million shares may be repurchased under the stock repurchase program.

The following table sets forth, for the periods indicated, the high and low sale prices for the Common Stock as reported by the New York Stock Exchange.

We may also deploy cash to fund share repurchases.

Information relating to compensation plans under which our equity securities are outstanding for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K.

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

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

| | | | | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | [added: 2017] | | | | | | [added: 2016] | | |

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

| Net sales | | | | | | $ | [removed: 3,163.6] [added: 3,086.2] | | | | | $ | [removed: 2,901.8] [added: 3,163.6] | | | | | $ | [removed: 2,603.8] [added: 2,901.8] | | | | | $ | [removed: 2,149.9] [added: 2,603.8] | | | | | $ | [removed: 2,298.1 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2,149.9] | |

| Net income | | | | | | $ | [removed: 402.3] [added: 401.9] | | | | | $ | [removed: 333.8] [added: 402.3] | | | | | $ | [removed: 227.2] [added: 333.8] | | | | | $ | [removed: 190.9] [added: 227.2] | | | | | $ | [removed: 195.5 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 190.9] | |

| Basic earnings per common share | | | | | | $ | [removed: 11.08] [added: 10.95] | | | | | $ | [removed: 9.32] [added: 11.08] | | | | | $ | [removed: 6.45] [added: 9.32] | | | | | $ | [removed: 5.52] [added: 6.45] | | | | | $ | [removed: 5.55 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 5.52] | |

| Diluted earnings per common share | | | | | | $ | [removed: 10.73] [added: 10.62] | | | | | $ | [removed: 9.01] [added: 10.73] | | | | | $ | [removed: 6.26] [added: 9.01] | | | | | $ | [removed: 5.37] [added: 6.26] | | | | | $ | [removed: 5.44 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 5.37] | |

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

| Total assets | | | | | | $ | [removed: 4,579.8] [added: 5,084.8] | | | | | $ | [removed: 3,809.3] [added: 4,579.8] | | | | | $ | [removed: 3,846.4] [added: 3,809.3] | | | | | $ | [removed: 2,774.4] [added: 3,846.4] | | | | | $ | [removed: 2,717.1 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2,774.4] | |

| Long-term debt, less current portion | | | | | | $ | [removed: 750.0] [added: 680.9] | | | | | $ | [removed: 610.1] [added: 750.0] | | | | | $ | [removed: 1,063.9] [added: 610.1] | | | | | $ | [removed: 509.7] [added: 1,063.9] | | | | | $ | [removed: 754.1 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 509.7] | |

| Total stockholders’ equity | | | | | | $ | [removed: 2,714.7] [added: 3,228.6] | | | | | $ | [removed: 2,229.7] [added: 2,714.7] | | | | | $ | [removed: 1,947.3] [added: 2,229.7] | | | | | $ | [removed: 1,554.4] [added: 1,947.3] | | | | | $ | [removed: 1,344.1 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,554.4] | |

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Each fiscal year includes the impact of the acquisitions.

See Note [3](#i6291a00be73443bda945750d5f19bfce_199) to our Consolidated Financial Statements for additional information about recent acquisitions.

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| Net income attributable to Teledyne | | | | | | $ | 402.3 | | | | | $ | 333.8 | | | | | $ | 227.2 | | | | | $ | 190.9 | | | | | $ | 195.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

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The information required by this item is included in this Report on pages [removed: 55] [added: [4](#i6291a00be73443bda945750d5f19bfce_157)[4](#i6291a00be73443bda945750d5f19bfce_157)] through [removed: 98.][added: 86.]

See the “Index to Financial Statements and Related Information” on page [removed: 55.][added: [4](#i6291a00be73443bda945750d5f19bfce_157)[4](#i6291a00be73443bda945750d5f19bfce_157).]

The [removed: company’s] [added: 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 [removed: December 29, 2019,] [added: January 3, 2021,] of the [removed: company’s] [added: Company’s] “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (“the Exchange Act”).

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures as of [removed: December 29, 2019,] [added: January 3, 2021,] are effective.

See Management Statement on page [removed: 56] [added: [4](#i6291a00be73443bda945750d5f19bfce_160)[5](#i6291a00be73443bda945750d5f19bfce_160)] for management’s annual report on internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm on page [removed: 57] [added: [4](#i6291a00be73443bda945750d5f19bfce_163)[6](#i6291a00be73443bda945750d5f19bfce_163)] for Deloitte & Touche LLP’s attestation report on the Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting.

There was no change in the [removed: company’s] [added: Company’s] “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended [removed: December 29, 2019,] [added: January 3, 2021,] that has materially affected, or is reasonably likely to materially affect, the [removed: company’s] [added: Company’s] internal control over financial reporting.

[removed: In addition to the information set forth under the caption “Executive Management” beginning on page 10 in Part I of this Report, the] [added: The] information required by this item is set forth in the [removed: 2020] [added: 2021] Proxy Statement under the captions [added: “Executive Management”,] “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: 2020] [added: 2021] 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.

[removed: Except for the table below, the] [added: The] information required by this item is set forth in the [removed: 2020] [added: 2021] Proxy Statement under the caption “Stock Ownership Information” and [added: “Securities Authorized for Issuance Under Equity Compensation Plans” 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 29, 2019:

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

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

| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | | |

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| Amended and Restated 2008 Incentive Award Plan(1) | | | 390,192 | | | | | | $ | 62.77 | | | | | — | | | | | |

| Amended and Restated 2014 Incentive Award Plan(2) | | | 1,598,384 | | | (3) | | | $ | 147.24 | | (4) | | | 2,885,771 | | | (5) | | |

| Equity Compensation plans not approved by security holders: | | | | | | | | | | | | | | | | | | | | |

| Employee Stock Purchase Plan(6) | | | — | | | | | | — | | | | | | 1,000,000 | | | | | |

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

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

| 1) | | | 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. | | |

| 2) | | | 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. | | |

| 3) | | | Does not include (i) 15,430 shares of stock reserved for issuance under the 2015-2017 cycle of our PSP, of which 7,673 shares were issued as part of the final installment payment in February 2020; (ii) 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. | | |

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

| 5) | | | 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) 15,430 shares of stock reserved for issuance under the 2015-2017 cycle of our PSP, of which 7,673 shares were issued as part of the final installment payment in February 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. | | |

| 6) | | | 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. | | |

The information required by this item is set forth in the [removed: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement under the captions “Fees Billed by Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies” under “Item 2 on Proxy Card - Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

See the “Index to Financial Statements and Related Information” on page [removed: 55] [added: [4](#i6291a00be73443bda945750d5f19bfce_157)[4](#i6291a00be73443bda945750d5f19bfce_157)] of this Report, which is incorporated herein by reference.

See Schedule II captioned “Valuation and Qualifying Accounts” on page [removed: 98] [added: [8](#i6291a00be73443bda945750d5f19bfce_259)[6](#i6291a00be73443bda945750d5f19bfce_259)] of this Report, which is incorporated herein by reference.

| [Management [removed: Statement](#i_0_160)] [added: Statement](#i6291a00be73443bda945750d5f19bfce_160)] | | | [removed: [56](#i_0_160)] [added: [45](#i6291a00be73443bda945750d5f19bfce_160)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i_0_163)] [added: Firm](#i6291a00be73443bda945750d5f19bfce_163)] | | | [removed: [57](#i_0_163)] [added: [46](#i6291a00be73443bda945750d5f19bfce_163)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i_0_166)] [added: Firm](#i6291a00be73443bda945750d5f19bfce_166)] | | | [removed: [58](#i_0_166)] [added: [47](#i6291a00be73443bda945750d5f19bfce_166)] | | |

| [Consolidated Statements of [removed: Income](#i_0_169)] [added: Income](#i6291a00be73443bda945750d5f19bfce_169)] | | | [removed: [60](#i_0_169)] [added: [49](#i6291a00be73443bda945750d5f19bfce_169)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i_0_172)] [added: Income](#i6291a00be73443bda945750d5f19bfce_172)] | | | [removed: [60](#i_0_172)] [added: [49](#i6291a00be73443bda945750d5f19bfce_172)] | | |

| [Consolidated Balance [removed: Sheets](#i_0_175)] [added: Sheets](#i6291a00be73443bda945750d5f19bfce_175)] | | | [removed: [61](#i_0_175)] [added: [50](#i6291a00be73443bda945750d5f19bfce_175)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i_0_181)] [added: Equity](#i6291a00be73443bda945750d5f19bfce_181)] | | | [removed: [62](#i_0_181)] [added: [51](#i6291a00be73443bda945750d5f19bfce_181)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i_0_184)] [added: Flows](#i6291a00be73443bda945750d5f19bfce_184)] | | | [removed: [63](#i_0_184)] [added: [52](#i6291a00be73443bda945750d5f19bfce_184)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i_0_187)] [added: Statements](#i6291a00be73443bda945750d5f19bfce_187)] | | | [removed: [64](#i_0_187)] [added: [53](#i6291a00be73443bda945750d5f19bfce_187)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i_0_2623)] [added: Accounts](#i6291a00be73443bda945750d5f19bfce_259)] | | | [removed: [98](#i_0_256)] [added: [86](#i6291a00be73443bda945750d5f19bfce_259)] | | |

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of [removed: December 29, 2019.][added: January 3, 2021.]

Based on this evaluation we believe that, as of [removed: December 29, 2019,] [added: January 3, 2021,] the Company’s internal controls over financial reporting were effective.

Their report appears on page [removed: 57] [added: [4](#i6291a00be73443bda945750d5f19bfce_163)[6](#i6291a00be73443bda945750d5f19bfce_163)] of this Annual Report.

Date: February [removed: 21, 2020][added: 25, 2021]

Date: February [removed: 21, 2020][added: 25, 2021]

We have audited the internal control over financial reporting of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of [removed: December 29, 2019,] [added: January 3, 2021,] based on criteria established in *Internal Control — Integrated Framework (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 [removed: December 29, 2019,] [added: January 3, 2021,] based on criteria established in *Internal Control — Integrated Framework (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 [removed: December 29, 2019,] [added: January 3, 2021,] of the Company and our report dated February [removed: 21, 2020,] [added: 25, 2021,] expressed an unqualified opinion on those financial statements and financial statement schedule.

[removed: February 21, 2020][added: | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Teledyne Technologies Incorporated and subsidiaries (the "Company") as of [removed: December 29, 2019] [added: January 3, 2021] and December [removed: 30, 2018,] [added: 29, 2019,] the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: stockholder's] equity, and cash flows, for each of the three years in the period ended [removed: December 29, 2019,] [added: January 3, 2021,] 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 [removed: December 29, 2019] [added: January 3, 2021] and December [removed: 30, 2018,] [added: 29, 2019,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: December 29, 2019,] [added: January 3, 2021,] 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 [removed: December 29, 2019,] [added: January 3, 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 21, 2020,] [added: 25, 2021] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] 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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: February 21, 2020][added: | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | For the Fiscal Year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net Sales | | | | | | $ | [removed: 3,163.6] [added: 3,086.2] | | | | | $ | [removed: 2,901.8] [added: 3,163.6] | | | | | $ | [removed: 2,603.8 | | | | | | | | | | | |] [added: 2,901.8] | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Cost of sales | | | | | | [removed: 1,920.3 | | | | | | 1,791.0 | | | | | | 1,624.0] [added: 1,905.3] | | | | | | [added: 1,920.3] | | | | | | [added: 1,791.0] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 751.6 | | | | | | 694.2 | | | | | | 658.1] [added: 700.8] | | | | | | [added: 751.6] | | | | | | [added: 694.2] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total costs and expenses | | | | | | [removed: 2,671.9 | | | | | | 2,485.2 | | | | | | 2,282.1] [added: 2,606.1] | | | | | | [added: 2,671.9] | | | | | | [added: 2,485.2] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | | | | [removed: 491.7 | | | | | | 416.6 | | | | | | 321.7] [added: 480.1] | | | | | | [added: 491.7] | | | | | | [added: 416.6] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest and debt expense, net | | | | | | [removed: (21.0) | | | | | | (25.5) | | | | | | (33.1)] [added: (15.3)] | | | | | | [added: (21.0)] | | | | | | [added: (25.5)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Non-service retirement benefit income | | | | | | [removed: 8.0 | | | | | | 13.5 | | | | | | 13.9] [added: 12.1] | | | | | | [added: 8.0] | | | | | | [added: 13.5] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other expense, net | | | | | | [removed: (5.0) | | | | | | (10.7) | | | | | | (15.5)] [added: (7.2)] | | | | | | [added: (5.0)] | | | | | | [added: (10.7)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | | | | [removed: 473.7 | | | | | | 393.9 | | | | | | 287.0] [added: 469.7] | | | | | | [added: 473.7] | | | | | | [added: 393.9] | | | | | | | | | | | | | | | | | | | | | | | | | | |

February 25, 2021

Cost Estimates for Over time Contracts

The Company recognizes revenue over time for contracts where the customer controls the work in process as evidenced either by contractual termination clauses or by the right to payment for costs incurred to date plus a reasonable profit for products or services that do not have an alternative use.

For the year ended January 3, 2021, 40% of the Company’s revenue was recognized over time, from a combination of fixed price and cost type contracts.

While fixed price and cost type contracts both require judgment in estimating total contract costs and revenue at completion, key inputs to the percentage of completion calculation; fixed price contracts have additional uncertainty as cost estimates may change while estimated revenue at completion remains constant.

Changes to assumptions across the Company’s portfolio of contracts may have a significant impact on the estimated revenue and profit recorded during the period under audit.

We identified assumptions related to estimates and changes in estimates used to recognize revenue for overtime contracts to be a critical audit matter in the current year.

This is due to the volume of contracts over multiple product lines, the complexity of judgments involved, and the impact that changes in these estimates can have on current period revenue and profit.

Performing audit procedures and evaluating the results of the procedures over these estimates and changes in estimates required extensive audit effort and a high degree of auditor judgement.

Our audit procedures related to aggregated estimates or judgments for overtime revenue included the following, among others:

We tested the design and operating effectiveness of controls over (1) management’s review of contract estimated revenue and costs at completion and (2) management’s review of the cumulative effect of changes in estimates on contract adjustments.

We tested the accuracy and completeness of the revenue recognized on over time contracts through the following substantive testing procedures:

Examined the cumulative effect of changes in estimates on contract adjustments:

- Performed a retrospective review on the cumulative effect of changes in estimates on contract adjustments by comparing current year data to historical data, including the amounts of prior period adjustments, net favorable adjustment, and net unfavorable adjustments.

- Evaluated trends and fluctuations in changes in estimates on contract adjustments for potential bias at the company level, the segment level, and at individual business units.

- Evaluated the accuracy and timing of any potential cumulative adjustments that were individually material or were significant drivers of trends or fluctuations discussed above.

February 25, 2021

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| Cash and cash equivalents | | | | | | $ | 673.1 | | | | | $ | 199.5 | |

| Balance, January 3, 2021 | | | | | | $ | 0.4 | | | | | $ | 389.9 | | | | | $ | (59.5) | | | | | $ | 3,327.9 | | | | | $ | (430.1) | | | | | $ | 3,228.6 | | | | | | | | | | | | | | | | |

| Accrued expenses and other liabilities | | | | | | 53.7 | | | | | | 17.8 | | | | | | 4.1 | | |

January 3, 2021

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.

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.

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for revenue recognition, effective January 1, 2018, due to adoption of FASB ASC Topic 606, *Revenue from Contracts with Customers*.

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

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.

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.

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| Exhibit No. | | | | | | Description | | | [removed: | | |]

| 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) | | | [removed: | | |]

| 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) | | | [removed: | | |]

| 3.2 | | | | | | [added: [Sec](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm)[ond](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm)] [Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the [removed: Company’s Quarterly Report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm) [Current R](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm)[eport] on Form [removed: 10-Q for the fiscal quarter ended June 29, 2014 (File] [added: 8-K dated January 2, 2021](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm) [(File] No. [removed: 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/000109428514000164/exhibit31amendedandrestate.htm) | | |] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm)] | | |

| 4.1 | | | | | | [Description of the [removed: Registrant's Securities*](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit41-descriptiono.htm) | | |] [added: Registrant's](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit41-descriptiono.htm) [Securities (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2019 File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit41-descriptiono.htm)] | | |

| 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, [removed: 199 (File] [added: 199](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html)[9](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html) [(File] No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html) | | | | | |

| 10.11 | | | | | | [Administrative Rules of the 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated December 31, 2014 (File No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000119312515003926/d846150dex104.htm) | | | | | | [removed: | | |]

| 10.12 | | | | | | [Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 10, 2017)†](http://www.sec.gov/Archives/edgar/data/1094285/000119312517078822/d327068ddef14a.htm) | | | | | | [removed: | | |]

| 10.13 | | | | | | [Standing resolutions of the Nominating and Governance Committee related to non-employee director compensation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 26, 2017).†](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000041/exhibit102standingrules.htm) | | | | | | [removed: | | |]

| 10.14 | | | | | | [Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 26, 2017).†](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000041/exhibit103rsuadminrules.htm) | | | | | | [removed: | | |]

| 10.15 | | | | | | [Administrative Rules for the Restricted Stock Award Program under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 23, 2018)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/administrativerulesrsa-ame.htm) | | | | | | [removed: | | |]

| 10.16 | | | | | | [Form of Restricted Stock Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 23, 2018)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/rsaagreement2018-2020.htm) | | | | | | [removed: | | |]

| 10.17 | | | | | | [Form of Stock Option Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 23, 2018)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/optionagreementform.htm) | | | | | | [removed: | | |]

| 10.18 | | | | | | [Terms and Conditions of Stock Option Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan for grants [removed: made](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [after 2018](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[†*](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) | | |] [added: made after 2018](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [(incorporated by ref](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[erence to](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [Exh](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[i](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[bit 10.1](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[7](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [to th](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[e Company's Annual Rep](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[ort on](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [Form 10-K for the fiscal year ended](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [December 29, 2019 File No. 1-15295](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[))](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)] | | | | | |

| 10.19 | | | | | | [Summary Plan Description for the Performance Share Plan 2018-2020 Cycle under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated January 23, 2018)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/summaryplandescription2018.htm) | | | | | | [removed: | | |]

| [removed: 10.20] [added: 10.21] | | | | | | [Sixth Amended and Restated Employment Agreement, by and between Teledyne Technologies Incorporated and Robert Mehrabian, dated as of October 23, 2018. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 23, 2018) (File No. [removed: 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000146/exhibit101.htm) | | |] [added: 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000146/exhibit101.htm)] | | | | | |

| [removed: 10.21] [added: 10.23] | | | | | | [Employment Agreement, by and between Teledyne Technologies Incorporated and Aldo Pichelli, dated as of October 23, 2018. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 23, 2018) (File No. 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000146/exhibit1021.htm) | | | | | | [removed: | | |]

| [removed: 10.22] [added: 10.25] | | | | | | [Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 31, 2011 (File No. [removed: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm) | | |] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)] | | | | | |

| [removed: 10.23] [added: 10.26] | | | | | | [Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Al Pichelli (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 31, 2011 (File No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w2.htm) | | | | | | [removed: | | |]

| [removed: 10.24] [added: 10.27] | | | | | | [Amended and Restated change in Control Severance Agreement dated January 31, 2011, by and between Teledyne Technologies Incorporated and Susan L. Main (incorporated by reference to Exhibit 10.12 to Company’s Annual Report on Form 10-K for the fiscal years ended December 29, 2013 (File No. [removed: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1012amendedandrestat.htm) | | |] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1012amendedandrestat.htm)] | | | | | |

| [removed: 10.25] [added: 10.29] | | | | | | [Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Melanie Cibik (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year end December 29, 2013 (File No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) | | | | | | [removed: | | |]

| [removed: 10.26] [added: 10.28] | | | | | | [Amended and Restated Change in [removed: Control] [added: Controls] Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and [removed: Edwin Roks] [added: Jason Vanwees] (incorporated by reference to Exhibit [removed: 10.13] [added: 10.39] to the Company's Annual Report on Form 10-K for the fiscal year end [removed: December 30, 2018 (File] [added: January 3, 2016(File] No. [removed: I-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428515000120/exhibit101notepurchaseagre.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428516000177/tdy-ex1039amendedandrestat.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428516000177/tdy-ex1039amendedandrestat.htm)] | | | | | |

| [removed: 10.27] [added: 10.30] | | | | | | [Teledyne Technologies Incorporated Executive Deferred Compensation Plan, as originally effective as of November 29, 1999, as amended and restated effective December 31, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2008)(File No. 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w1.htm) | | | | | |