Teledyne Technologies (TDY) 10-K risk factor changes: FY2021 vs FY2020

Risks related to the [removed: pending] [added: 2021] acquisition of FLIR

On [removed: January 4,] [added: May 14,] 2021, we [removed: announced our proposed acquisition of] [added: acquired] FLIR in a cash and stock transaction valued at approximately [removed: $8.0] [added: $8.1] billion (including net debt), [removed: which would make the acquisition] our largest to date.

[removed: FLIR, headquartered in Wilsonville, Oregon, will be] [added: FLIR is] part of the Digital Imaging segment.

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

There are numerous risk and uncertainties associated with the [removed: acquisition,] [added: acquisition and its integration,] including:

- [removed: After completion of the acquisition, we] [added: 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 [removed: our expanded] [added: the] operations [removed: following completion] of [removed: the acquisition.][added: FLIR, which includes jurisdictions in which Teledyne did not have operations.]

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

[removed: Risks related to the indebtedness expected to be] [added: Teledyne] incurred [added: a significant amount of indebtedness] in connection with the [added: financing of the] FLIR [removed: acquisition][added: acquisition.]

We [removed: may] also [removed: incur] [added: incurred] additional indebtedness through the planned assumption of FLIR’s existing senior notes.

The use of indebtedness to finance the acquisition [removed: will reduce] [added: reduced] our liquidity and [removed: could cause] [added: caused] 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 [removed: working capital] [added: operating activities] and capital expenditure [added: needs or to pursue other potential strategic plans.]

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

The indebtedness and these negative covenants [removed: will] [added: may] also have the effect, among other things, of limiting our ability to obtain additional financing, if needed, [removed: limiting] [added: reducing the funds available to make acquisitions, capital expenditures, or reducing] our flexibility in [removed: the conduct of] [added: planning for or reacting to changes in] our business [added: or market conditions,] and making us more vulnerable to economic downturns and adverse competitive and industry conditions.

[removed: By reason of the debt incurred to finance the cash portion of the consideration for the acquisition, the combined company will have a considerably higher level of indebtedness than we and FLIR currently have in the aggregate, and there] [added: There] can be no assurance that the credit ratings of [removed: the existing FLIR] [added: Teledyne’s] debt will not be subject to a downgrade below investment grade.

If a ratings downgrade were to [removed: occur or if the combined company fails to obtain an investment grade rating, the combined company] [added: occur, we] could experience higher borrowing costs in the future and more restrictive debt covenants, which would reduce profitability and diminish operational flexibility.

Our ability to meet our expense and debt service obligations [removed: contained in the agreements we expect to enter into with respect to the indebtedness we] will [removed: incur to finance the acquisition will] depend on our [removed: available cash and its] future performance, [added: including the cash we generate from operating activities,] which will be affected by financial, business, economic and other factors, including potential changes in laws or regulations, industry conditions, industry supply and demand balance, customer preferences, the success of our products and pressure from competitors.

If we are unable to meet our debt service obligations [removed: after the acquisition] or should we fail to comply with our financial and other negative covenants contained in the agreements governing our indebtedness, we may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities.

Our inability to service our obligations or refinance our debt could have a material and adverse effect on our business, financial condition or operating [removed: results after the acquisition.][added: results.]

In [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we expended [removed: $29.0 million] [added: $8.1 billion in cash] and [removed: $484.0] [added: stock and $29.0] million in cash, respectively, relating to acquisitions and other investments.

Further, indemnities, insurance or escrow arrangements may not fully cover such [removed: matters.][added: matters and acquisition of public companies, such as our acquisition of FLIR, typically do include post]

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

As of January [removed: 3, 2021,] [added: 2, 2022,] we had [removed: $778.5] [added: $3,500.0] million total outstanding [removed: indebtedness, including $195.0 million] [added: indebtedness] in senior [removed: unsecured fixed rate] notes, [removed: $305.3 million in Euro denominated fixed rate notes, $150.0] [added: $505.6] million in term loans and $125.0 million outstanding under our [removed: $750.0] [added: $1,150.0] million floating rate credit facility.

Our indebtedness [added: also] exposes us to interest rate risk since a portion of our debt obligations are at variable rates.

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

[removed: The Company has operations in China, which] [added: China] represented one of the top five countries for our international sales in [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

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

[added: Tariffs and trade restrictions could result in revenue reduction, price increases on material] used in our products or production delays, which could adversely affect our business, financial condition, operational results and cash flows.

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

- climate change regulations that provide incentives to conserve [removed: energy] [added: energy, use electric vehicles] or use alternative energy [removed: sources.][added: sources, or that impose restrictions on the development and extraction of oil and gas.]

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

If another global recession emerges, [removed: if economic uncertainty in Europe continues] or [removed: worsens, or] if economic growth in China 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 approximately [removed: 6.0%] [added: 5.6%] and [removed: 6.6%] [added: 6.0%] of total revenues in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Economic growth in China had slowed due to the [removed: COVID-19] [added: COVID] pandemic.

The [removed: COVID-19] [added: COVID] pandemic has increased volatility and pricing in the capital markets.

Due to declines in air [removed: travel,] [added: travel since the start of the COVID pandemic,] we face risk that our addressable market for retrofit products will shrink further as airlines retire [added: a] significant number of aircraft.

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

We are subject to the risks associated with international sales and international operations, [removed: which] [added: and events in those countries] could harm our business or results of operations.

During [removed: 2020,] [added: 2021,] sales to [removed: international] customers [added: outside the United States] accounted for approximately [removed: 45%] [added: 47%] of our [removed: total revenues,] [added: net sales,] compared with [removed: 44%] [added: 45%] in [removed: 2019.][added: 2020.]

In [removed: 2020,] [added: 2021,] we sold products to customers in over 100 countries.

Risk Factors

FLIR is our largest acquisition to date and our business could be adversely affected if we do not manage the business effectively or if we fail to realize the anticipated benefits of the acquisition.

For the 2021 fiscal year, Teledyne’s Digital Imaging segment constituted 52% of our net sales, compared to 32% for the 2020 fiscal year.

Adverse findings in matters related FLIR’s historical export control practices could materially impact us.

On April 24, 2018, FLIR entered into a Consent Agreement with the United States Department of State’s Directorate of Defense Trade Controls to resolve allegations regarding the unauthorized export of technical data and defense services to dual and third country nationals in certain of FLIR’s facilities, the failure to properly use and manage export licenses and export authorizations, and failures to report certain payments under 22 CFR Part 130 in potential violation of International Traffic in Arms Regulations (“ITAR”).

The Consent Agreement has a four-year term and provides for: (i) a civil penalty of $30.0 million with $15.0 million of this amount suspended on the condition that the funds have or will be used for Department-approved Consent Agreement remedial compliance measures, (ii) the appointment of an external Special Compliance Official to oversee compliance with the Consent Agreement and the ITAR; (iii) two external audits of our ITAR compliance program; and (iv) continued implementation of ongoing remedial compliance measures and additional remedial compliance measures related to automated systems and ITAR compliance policies, procedures, and training.

While FLIR has enhanced its trade compliance program more broadly, implemented and continues to implement remedial measures and completed two external audits of FLIR’s ITAR compliance program, additional adverse disclosures and findings could materially cause incurrence of additional expenses in connection with implementation of remedial measures and result in a substantial adjustment to our revenue and net income.

As of January 2, 2022, under the Consent Agreement, $3.5 million remains to be paid by April 24, 2022.

FLIR’s investments to date in remedial compliance measures have been more than sufficient to cover the $15.0 million suspension amount.

In June 2017, the Bureau of Industry and Security (“BIS”) of the United States Department of Commerce informed FLIR of additional export licensing requirements that restricted FLIR’s ability to sell certain thermal products without a license to customers in China not identified on a list maintained by the United States Department of Commerce.

This action was precipitated by concerns of sale without a license or potential diversion of some of FLIR’s products to prohibited end users and to countries subject to economic and other sanctions implemented by the United States.

BIS subsequently favorably modified these restrictions to reduce the applicability of the restrictions to sales of FLIR's Tau camera cores (as opposed to finished products containing Tau camera cores) to customers in China not identified on a list maintained by the United States Department of Commerce and persons in a country other than those in the Export Administration Regulations (“EAR”) Country Group A:5 (Supplement No. 1 to Part 740 of the EAR).

FLIR has identified certain shipments that potentially violate these license requirements and voluntarily disclosed this matter to BIS.

In April 2021, FLIR resolved allegations of misrepresentations made to BIS, between November 2012 and December 2013, in a commodity jurisdiction request relating to its newly developed Lepton uncooled focal plane arrays by an administrative settlement and fine of $0.3 million and agreeing to perform two internal audits of its EAR export compliance programs.

The first internal audit has been completed and pursuant to FLIR’s findings, as a result of certain findings FLIR submitted one voluntary self-disclosure to report potential violations.

FLIR has made other voluntary disclosures to the U.S. Department of Commerce, including to BIS with respect to the shipments of products from non-U.S. jurisdictions which were not authorized due to a potentially incorrect de minimis calculation methodology under section 734.4 and Supplement No. 2 of the EAR.

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At this time, based on available information, we are unable to reasonably estimate the time it may take to resolve these matters or the amount or range of potential loss, penalty or other government action, if any, that may be incurred in connection with these matters.

However, an unfavorable outcome could result in substantial fines and penalties or loss or suspension of export privileges or of particular authorizations that could be material to the Company’s financial position, results of operations or cash flows in and following the period in which such an outcome becomes estimable or known.

The final acquisition accounting adjustments for these matters may be materially different, as Teledyne obtains additional information on these matters and as additional information is made known during the post-acquisition measurement period.

Risks related to our indebtedness

adversely affect our business.

We may not be able to service our debt obligations.

The credit rating of Teledyne could be downgraded, which may increase borrowing costs.

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closing indemnities or escrows.

We are experiencing component and raw material shortages due to worldwide supply chain constraints which impacts our ability to manufacture and ship all of the product for which we have demand.

Our business is being impacted by interruptions in the supply chain, due in part to the COVID pandemic, a resumption of strong worldwide demand for electronic products and components across a number of end markets, and interruption in supplier and port operations.

As a result, we are experiencing delays in delivery and shortages of certain components and raw materials needed for many of the products we manufacture, particularly certain types of semiconductors, silicon wafers, specialized raw materials and chemicals, adhesives, engineered plastics and electronic components.

These conditions are currently limiting our ability to manufacture and ship all of the product for which we have demand.

In some cases, we have had to commit to additional orders or longer-term contracts from suppliers to secure needed components and materials.

We expect these delays and shortages to continue in 2022 and that such shortages could result in delays in shipments to our customers during the period of such shortages.

Any such delays would reduce our revenue and margins for the periods affected and would also result in an increase in our inventory of other components, which would reduce our operating cash flow.

Increased prices for components and raw materials used in our products and higher labor and shipping costs could adversely impact our profitability.

Supply chain constraints and improving economic conditions have resulted in sustained increases in the prices we pay for many of the components and raw materials used in our products.

In addition, we are experiencing higher labor costs due to increased competition for personnel in many regions in which we operate as well as general inflationary conditions, and higher shipping costs due to labor and vehicle shortages and rising energy prices.

We expect inflationary pressures to persist in 2022.

We may be unable to adjust our product pricing to reflect such higher costs.

If we are unable to increase our product prices enough to offset these increased costs, our gross margins and profitability could decrease, perhaps significantly over a sustained period of time.

The lack of human capital due to very competitive labor market conditions in certain regions could impact our ability to deliver products and services.

Risk Factors; Cautionary Statement as to Forward-Looking Statements

- 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.

- 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.

- 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.

- 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 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.

needs or to pursue other potential strategic plans.

Following completion of the acquisition, the credit rating of the combined company could be downgraded and/or the combined company may fail to obtain an investment grade rating, which may increase borrowing costs or could trigger an obligation to make an offer to purchase FLIR’s $500 million senior notes.

Specifically, in the event that FLIR’s existing senior notes are downgraded below investment grade as a result of the acquisition, the terms of these notes will require the combined company to commence a change of control offer after the closing of the acquisition.

Because of higher debt levels, we may not be able to service our debt obligations in accordance with the terms contained in the agreements.

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, or reducing our flexibility in planning for or reacting to changes in our business or market conditions.

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

General adverse economic and industry conditions or a downturn in our business could result in our inability to repay this indebtedness in a timely manner.

Further, the Financial Conduct Authority (the authority that regulates 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.

The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to USD-LIBOR for use in debt instruments, derivatives and other financial contracts that are currently indexed to USD-LIBOR.

ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives, debt and cash markets exposed to USD-LIBOR.

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

The Company is monitoring the ARRC transition plan and is evaluating potential related risks.

As of January 3, 2021, approximately 35.3% of the Company’s long-term debt is variable and can be indexed to USD-LIBOR.

Our $750.0 million credit facility includes a procedure to switch to LIBOR alternative replacement rates in the future.

Additionally, if China bolsters laws or regulations requiring the use of local 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 has submitted export license applications that have a low probability of approval.

For example, Huawei Technologies, Co., Ltd. (“Huawei”), and its non-U.S. affiliates have been added to the U.S. Department of Commerce Bureau of Industry and Security Entity list.

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

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

In 2020, the U.S. Government applied restrictions to products sold to Huawei where there was no U.S. content in the products, but certain equipment used to manufacture the products had U.S. origins.

Additionally, we face the risk that Airbus, a customer to our commercial aerospace business, will demonstrate a preference for non-U.S. sources due to the complications and uncertainties of trade compliance.

While we will continue to work to mitigate the impact of tariffs and trade restrictions, they could result in revenue reduction, price increases on material

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

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

Potential Brexit-related risks for our U.K.-based businesses also include increased import duties, loss of customers in the E.U., delays in the movement of goods between the U.K. and the E.U. and loss of access to the E.U. labor pool.

Teledyne Technologies Incorporated [added: (“Teledyne” or the “Company”)] provides enabling technologies for industrial growth markets that require advanced technology and high reliability.

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

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

[removed: Consistent with this strategy,] [added: In addition to the acquisition of FLIR,] we made one acquisition in 2020 and three acquisitions in 2019.

See the Recent [removed: and Pending] Acquisitions section for additional information.

[removed: COVID-19] [added: COVID] and Other Matters

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

[removed: Our manufacturing sites are deemed essential businesses and remain operational, and] [added: Since the beginning of the COVID pandemic,] we [removed: are practicing] [added: have practiced] social distancing, enhanced cleaning protocols, [added: increased] usage of personal protective equipment and other preventative measures.

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

As part of a continuing effort to reduce costs and improve operating performance, as well as to respond to the impact of [removed: COVID-19,] [added: the COVID pandemic, beginning] in 2020 [removed: the Company] [added: we] took actions to reduce headcount [removed: by 9.8%] across various businesses, reducing our exposure to weak end markets, such as commercial aerospace.

At January [removed: 3, 2021, $2.1 million] [added: 2, 2022, an immaterial amount] remains to be paid related to these actions.

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| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Instrumentation | | | | | | [removed: $] [added: 1.3] | [removed: 5.9] | | | | | [removed: $] [added: 5.9] | [removed: 1.5] | | | | | [removed: $] [added: 1.5] | [removed: 5.6] | |

| Digital Imaging | | | | | | [removed: 2.9] [added: $] | [added: 23.9] | | | | | [removed: 1.1] [added: $] | [added: 2.9] | | | | | [removed: 0.7] [added: $] | [added: 1.1] | |

| Aerospace and Defense Electronics | | | | | | [removed: 11.1] [added: 0.7] | | | | | | [removed: 0.5] [added: 11.1] | | | | | | [removed: 1.3] [added: 0.5] | | |

| Engineered Systems | | | | | | [removed: 0.5] [added: 0.4] | | | | | | [removed: 0.1] [added: 0.5] | | | | | | [removed: 0.2] [added: 0.1] | | |

| Corporate | | | | | | [removed: 0.4] [added: 0.1] | | | | | | [removed: —] [added: 0.4] | | | | | | — | | |

| Total | | | | | | $ | [removed: 20.8] [added: 26.4] | | | | | $ | [removed: 3.2] [added: 20.8] | | | | | $ | [removed: 7.8] [added: 3.2] | |

| Severance | | | | | | $ | [removed: 16.0] [added: 14.5] | | | | | $ | [removed: 3.5] [added: 16.0] | | | | | $ | [removed: 5.6] [added: 3.5] | |

| Facility consolidations (a) | | | | | | [removed: 4.8] [added: 11.9] | | | | | | [removed: (0.3)] [added: 4.8] | | | | | | [removed: 2.2] [added: (0.3)] | | |

| Cost of sales | | | | | | $ | [removed: 10.3] [added: 2.4] | | | | | $ | [removed: 0.8] [added: 10.3] | | | | | $ | [removed: 4.9] [added: 0.8] | |

| Selling, general and administrative expenses | | | | | | [removed: 10.5] [added: 24.0] | | | | | | [removed: 2.4] [added: 10.5] | | | | | | [removed: 2.9] [added: 2.4] | | |

Recent [removed: and Pending] Acquisitions

FLIR [removed: designs, develops, manufactures, markets, and distributes] [added: develops] technologies that enhance perception and awareness.

FLIR [removed: provides innovative sensing solutions through] [added: technologies include] thermal [removed: imaging,] [added: imaging systems,] visible-light [removed: imaging, video analytics,] [added: imaging systems, locater systems,] measurement and [removed: diagnostic,] [added: diagnostic systems,] and advanced [removed: threat detection systems.][added: threat-detection solutions.]

[removed: FLIR, headquartered in Wilsonville, Oregon, will be] [added: FLIR is] part of the Digital Imaging segment.

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

Fiscal [removed: year 2020] [added: years 2021 and 2019] contained [removed: 53] [added: 52] weeks while fiscal [removed: years 2019 and 2018 each] [added: year 2020] contained [removed: 52] [added: 53] weeks.

The following are selected financial highlights for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] (in millions, except per-share amounts):

| Net sales | | | | | | $ | [removed: 3,086.2] [added: 4,614.3] | | | | | $ | [removed: 3,163.6] [added: 3,086.2] | | | | | $ | [removed: 2,901.8] [added: 3,163.6] | |

| Cost of sales | | | | | | [removed: 1,905.3] [added: 2,772.9] | | | | | | [removed: 1,920.3] [added: 1,905.3] | | | | | | [removed: 1,791.0] [added: 1,920.3] | | |

| Selling, general and administrative expenses [added: (a)] | | | | | | [removed: 700.8] [added: 1,067.8] | | | | | | [removed: 751.6] [added: 662.0] | | | | | | [removed: 694.2] [added: 715.1] | | |

| Total costs and expenses | | | | | | [removed: 2,606.1] [added: 3,990.0] | | | | | | [removed: 2,671.9] [added: 2,606.1] | | | | | | [removed: 2,485.2] [added: 2,671.9] | | |

| Operating income | | | | | | [removed: 480.1] [added: 624.3] | | | | | | [removed: 491.7] [added: 480.1] | | | | | | [removed: 416.6] [added: 491.7] | | |

| Interest and debt expense, net | | | | | | [removed: (15.3)] [added: (104.2)] | | | | | | [removed: (21.0)] [added: (15.3)] | | | | | | [removed: (25.5)] [added: (21.0)] | | |

| Non-service retirement benefit income | | | | | | [removed: 12.1] [added: 11.2] | | | | | | [removed: 8.0] [added: 12.1] | | | | | | [removed: 13.5] [added: 8.0] | | |

| Other [removed: expense,] [added: income (expense),] net | | | | | | [removed: (7.2)] [added: 2.5] | | | | | | [removed: (5.0)] [added: (7.2)] | | | | | | [removed: (10.7)] [added: (5.0)] | | |

| Income before income taxes | | | | | | [removed: 469.7] [added: 533.8] | | | | | | [removed: 473.7] [added: 469.7] | | | | | | [removed: 393.9] [added: 473.7] | | |

| Provision for income taxes | | | | | | [removed: 67.8] [added: 88.5] | | | | | | [removed: 71.4] [added: 67.8] | | | | | | [removed: 60.1] [added: 71.4] | | |

Following the 2021 acquisition of FLIR Systems, Inc. ( “FLIR”), we further evolved into a global sensing and decision-support technology company: providing specialty sensors, cameras, instrumentation, algorithms and software across the electromagnetic spectrum, as well as unmanned systems, in the subsea, land and air domains.

In connection with this strategy, on May 14, 2021, Teledyne completed the acquisition of FLIR, our largest acquisition to date.

Our manufacturing sites are deemed essential businesses and remain operational.

Although the COVID pandemic continued to impact our business operations and practices, we experienced limited disruptions in 2021.

We expect to continue to take robust actions to help protect the health, safety and well-being of our employees, to support continued performance, to support our suppliers and partners and to continue to serve our customers.

Our goals have been, and continue to be to lessen the potential adverse impacts, both health and economic, and to continue to position the company for long-term success.

Like the communities in which we operate, our actions have varied depending on the severity of the COVID pandemic and applicable government requirements, the needs of our employees, the needs of our customers and the needs of our business.

Contingency plans remain in place in the event of significant impacts from COVID infection resurgences, and we may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, partners and suppliers.

We have experienced supply chain challenges, including increased lead times, as well as cost inflation for parts and components, logistics and labor due to availability constraints and high demand.

We expect inflationary and supply chain constraint trends to continue in 2022.

We also exited certain facilities no longer needed.

In 2021, we took actions to integrate FLIR into our businesses resulting in higher severance and facility closure costs in the Digital Imaging segment.

| | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Total | | | | | | $ | 26.4 | | | | | $ | 20.8 | | | | | $ | 3.2 | |

| | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Total | | | | | | $ | 26.4 | | | | | $ | 20.8 | | | | | $ | 3.2 | |

Acquisition of FLIR Systems, Inc.

On May 14, 2021, Teledyne acquired the outstanding stock of FLIR for approximately $8.1 billion, comprising of net cash payments of $3.7 billion, $3.9 billion of Teledyne common stock, and the assumption of FLIR debt of $0.5 billion.

FLIR stockholders received $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, and Teledyne issued approximately 9.5 million shares of common stock at $409.41 per share.

See Note 9 to these Notes to Consolidated Financial Statements for information regarding financing activities undertaken in connection with the FLIR acquisition.

FLIR is an industrial technology company focused on intelligent sensing solutions for defense and industrial applications.

FLIR designs, develops, markets, and distributes solutions that detect people, objects and substances that may not be perceived by human senses and improve the way people interact with the world around them.

The significant factors that resulted in recognition of goodwill include the acquired businesses market presence and leading positions, growth opportunities in the markets in which they operate, their experienced work force and established operating infrastructures.

We are accounting for the FLIR acquisition under the acquisition method and are required to measure identifiable assets acquired and liabilities assumed of the acquiree at the fair values on the closing date.

The Company made an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities.

As of January 2, 2022, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed related to the FLIR acquisition are subject to adjustment until the end of the respective measurement period.

The Company is in the process of specifically identifying the amounts assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the FLIR acquisition.

The Company is in the process of reviewing a third-party valuation of certain intangible assets and tangible assets of FLIR.

The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company.

The amounts recorded as of January 2, 2022 are preliminary since there was insufficient time between the acquisition date and the end of the period to finalize the analysis.

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

Certain prior year amounts have been reclassified to conform to the current period presentation.

The Company now discloses acquired intangible asset amortization on a separate income statement line.

Acquired intangible asset amortization was previously included in selling, general and administrative expenses.

In addition, the Company now discloses the balance of long-term deferred tax liabilities on the face of the balance sheet.

Long-term deferred tax liabilities was previously included in other long-term liabilities.

| | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Acquired intangible asset amortization (a) | | | | | | 149.3 | | | | | | 38.8 | | | | | | 36.5 | | |

(a) Acquired intangible asset amortization was previously included in selling, general and administrative expenses.

Prior period amounts have been reclassified to conform to the current presentation.

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

The Company spent $29.0 million, $484.0 million and $3.1 million on acquisitions and other investments, net of cash acquired in 2020, 2019 and 2018, respectively.

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.

*2019 compared with 2018*

| Instrumentation | | | | | | | | | $ | 1,105.1 | | | | | $ | 1,021.2 | | | | | 8.2 | | % |

| Digital Imaging | | | | | | | | | 992.9 | | | | | | 875.3 | | | | | | 13.4 | | % |

| Engineered Systems | | | | | | | | | 375.5 | | | | | | 365.1 | | | | | | 2.8 | | % |

| Total sales | | | | | | | | | $ | 3,163.6 | | | | | $ | 2,901.8 | | | | | 9.0 | | % |

| Instrumentation | | | | | | | | | $ | 200.4 | | | | | $ | 147.4 | | | | | 36.0 | | % |

| Digital Imaging | | | | | | | | | 176.5 | | | | | | 155.5 | | | | | | 13.5 | | % |

| Engineered Systems | | | | | | | | | 36.5 | | | | | | 37.9 | | | | | | (3.7) | | % |

| Corporate expense | | | | | | | | | (65.1) | | | | | | (56.0) | | | | | | 16.3 | | % |

| Operating income | | | | | | | | | 491.7 | | | | | | 416.6 | | | | | | 18.0 | | % |

| Other expense, net | | | | | | | | | (5.0) | | | | | | (10.7) | | | | | | (53.3) | | % |

| Income before income taxes | | | | | | | | | 473.7 | | | | | | 393.9 | | | | | | 20.3 | | % |

| Net income | | | | | | | | | $ | 402.3 | | | | | $ | 333.8 | | | | | 20.5 | | % |

| | | | 2019 | | | | | | 2018 | | | | | | Change | | |

| Net sales | | | $ | 3,163.6 | | | | | $ | 2,901.8 | | | | | $ | 261.8 | |

| Cost of sales | | | $ | 1,920.3 | | | | | $ | 1,791.0 | | | | | $ | 129.3 | |

9.0%.

Net income was $402.3 million ($10.73 per diluted share) in 2019, compared with net income of $333.8 million ($9.01

per diluted share) in 2018, an increase of 20.5%.

Total year 2019 and 2018 reflected pretax charges totaling $3.2 million and $7.8 million, respectively, for severance and

facility consolidation charges.

million, respectively.

Net sales in 2019

included revenue growth of $128.7 million plus $133.1 million in incremental net sales from recent acquisitions.

2018.

higher in 2019, compared with 2018.

The increase primarily reflected the impact of higher sales and higher research and

development expense.

million in 2018.

The higher 2019 amount reflected higher compensation expense including higher stock option expense.

For

For 2018, we recorded a total of $19.8 million in

operating segment results.

with 23.9% for 2018.

[removed: from Allegheny] [added: Teledyne] Technologies Incorporated [removed: as] [added: (“Teledyne” or the “Company”), a Delaware company that became] an independent [added: public] company [removed: in] [added: effective November 29,] 1999, provides enabling technologies for industrial growth markets that require advanced technology and high reliability.

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

[added: 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 [added: the industries in which we compete.]

For discussion on our business and strategy for [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] see our Annual Report on Form 10-K for the fiscal year ended [removed: December 29, 2019;] [added: January 3, 2021;] for a discussion of our [removed: 2019 acquisitions,] [added: 2020 acquisition,] see Item 7.

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

Financial information about our business segments can be found in Note [removed: [12](#i6291a00be73443bda945750d5f19bfce_238)] [added: 12] of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for the fiscal year ended January [removed: 3, 2021] [added: 2, 2022] (this “Form 10-K”).

Our Instrumentation segment represented approximately [removed: 35%] [added: 25%] of our [added: net] sales for [removed: 2020.][added: 2021.]

[Table of [removed: Contents](#i6291a00be73443bda945750d5f19bfce_7)][added: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)]

Our customers use our equipment in the design, development, manufacture, installation, deployment and operation of electronics equipment in broad range of [removed: industry end markets,] [added: industries,] including aerospace and defense, internet infrastructure, automotive, industrial, computer and semiconductor, consumer electronics [added: mobile] and power electronics.

We develop, manufacture, sell and license high-performance oscilloscopes, high-speed protocol analyzers, and related [added: test and measurement solutions for a wide range of industries.]

Our oscilloscopes are used by designers and engineers to measure and analyze complex electronic signals to develop high-performance systems, validate [added: high data-rate communication interfaces, qualify their] electronic designs, and improve time to market.

We also make high-speed, high-resolution modular analog-to-digital conversion systems for applications including test and measurement, [added: scientific instruments,] medical imaging, [removed: Light Detection] and [removed: Ranging, and software defined radio.][added: distributed sensing systems.]

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 cloud [removed: computing] [added: computing, storage] and networks.

Our [removed: product lines, along with our] leadership in USB [removed: technology, provide] [added: and video technologies provides] a unique base to service the mobile, internet of things, automotive and consumer electronics test [removed: market.][added: markets.]

Our Digital Imaging segment includes high-performance sensors, cameras and systems, within the visible, infrared, ultraviolet and X-ray spectra for use in industrial, scientific, government, [removed: defense and] [added: space, defense,] security and medical applications, among others.

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 [removed: converters.][added: converters, as well as unmanned aerial and ground systems.]

Our [removed: Digital Imaging] [added: Engineered Systems] segment represented approximately [removed: 32%] [added: 9%] of our [added: net] sales for [removed: 2020.][added: 2021.]

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

Such applications include aircraft, radar, electronic [removed: warfare,] [added: countermeasures,] weapon systems, space, wireless and satellite communications and terminals and test equipment.

Our Aerospace and Defense Electronics segment represented approximately [removed: 19%] [added: 14%] of our [added: net] sales for [removed: 2020.][added: 2021.]

Our core business base, includes [removed: NASA,] [added: National Aeronautics and Space Administration (“NASA”),] the U.S. Department of Defense, the U.S. Department of Energy, foreign militaries and commercial customers.

No commercial customer in [removed: 2020] [added: 2021] or [removed: 2019] [added: 2020] accounted for more than [removed: 3.0%] [added: 3%] of total net sales or more than 10% of any [removed: segments] [added: segment’s] net sales.

Sales to international customers accounted for approximately [removed: 45%] [added: 47%] of total sales in [removed: 2020] [added: 2021] compared with [removed: 44%] [added: 45%] in [removed: 2019.][added: 2020.]

In both [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we sold products to customers in over 100 foreign countries.

Approximately 90% of our [added: net] sales to international customers during [removed: 2020] [added: 2021] were made to customers in [removed: 22] [added: 30] foreign countries.

In [removed: 2020,] [added: 2021,] the top five countries for sales to international customers, ranked by [added: net] sales, [removed: volume] were China, the United Kingdom, Germany, Japan and France and represented approximately 20% of our total net sales.

Approximately 26% [removed: and 24%] of our total net sales for [removed: 2020] [added: both 2021] and [removed: 2019, respectively,] [added: 2020] were derived from contracts with agencies of, and prime contractors to, the U.S. Government.

| U.S. Government sales by segment: | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Instrumentation | | | | | | [removed: $] [added: 91.6] | [removed: 80.6] | | | | | [removed: $] [added: 80.6] | [removed: 80.4] | | | | | [removed: $] [added: 80.4] | [removed: 68.3] | |

| Digital Imaging | | | | | | [removed: 120.9] [added: $] | [added: 515.9] | | | | | [removed: 107.4] [added: $] | [added: 120.9] | | | | | [removed: 90.5] [added: $] | [added: 107.4] | |

| Aerospace and Defense Electronics | | | | | | [removed: 229.9] [added: 227.2] | | | | | | [removed: 225.3] [added: 229.9] | | | | | | [removed: 177.2] [added: 225.3] | | |

| Engineered Systems | | | | | | [removed: 386.8] [added: 358.4] | | | | | | [removed: 346.7] [added: 386.8] | | | | | | [removed: 319.3] [added: 346.7] | | |

| Total U.S. Government sales | | | | | | $ | [removed: 818.2] [added: 1,193.1] | | | | | $ | [removed: 759.8] [added: 818.2] | | | | | $ | [removed: 655.3] [added: 759.8] | |

Our principal U.S. Government customer is the U.S. Department of Defense, which totaled approximately [removed: $578.4] [added: $876.6] million and [removed: $545.5] [added: $578.4] million of our total net sales for [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

In [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our largest program with the U.S. Government was the Mission Operations and Integration [added: (“MO&I”)] contract with the NASA Marshall Space Flight Center, which represented [removed: 1.5%] [added: 1.0%] and [removed: 1.4%] [added: 1.5%] of our total net sales, respectively.

In [removed: 2020,] [added: 2021,] approximately [removed: 67%] [added: 76%] of our U.S. Government prime contracts and subcontracts were fixed-price type contracts, compared to [removed: 64%] [added: 67%] in [removed: 2019.][added: 2020.]

Additionally, U.S. Government contracts are subject to termination by the U.S. Government at its convenience, without identification of any [removed: default.]

When contracts are terminated for convenience, we [added: can] recover costs incurred or committed, settlement expenses and profit on work completed prior to termination.

We had no U.S. Government contracts terminated for convenience [removed: in 2020, compared with three] [added: or default] in [removed: 2019.][added: 2021 or 2020.]

Management’s Discussion and Analysis of Results of Operation and Financial Condition” and Note [removed: [14](#i6291a00be73443bda945750d5f19bfce_247)] [added: [14](#i6eddc44bfc0a443ba1453a3827137e99_241)] of the Notes to Consolidated Financial Statements in this Form 10-K.

Following the 2021 acquisition of FLIR Systems, Inc. ( “FLIR”), we further evolved into a global sensing and decision-support technology company: providing specialty sensors, cameras, instrumentation, algorithms and software across the electromagnetic spectrum, as well as unmanned systems, in the subsea, land and air domains.

Acquisition of FLIR Systems, Inc.

On May 14, 2021, Teledyne acquired the outstanding stock of FLIR for approximately $8.1 billion, comprising of net cash payments of $3.7 billion, Teledyne share issuances of $3.9 billion, and the assumption of FLIR debt of $0.5 billion.

FLIR stockholders received $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, and Teledyne issued approximately 9.5 million shares at $409.41 per share.

See Note 10 to these Notes to Consolidated Financial Statements for information regarding financing activities undertaken in connection with the FLIR acquisition.

FLIR is an industrial technology company focused on intelligent sensing solutions for defense and industrial applications.

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

FLIR technologies include thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems, and advanced threat-detection solutions.

FLIR is part of the Digital Imaging segment.

Our Digital Imaging segment represented approximately 52% of our net sales for 2021, and includes the net sales contribution from the May 14, 2021 acquisition of FLIR.

Through this segment, we provide visible spectrum sensors and digital cameras for industrial machine vision and automated quality control, as well as for medical, research and scientific applications.

We provide a range of cooled and uncooled infrared or thermal products, including sensors, camera cores and camera systems based on long wave infrared, mid-wave infrared, and short wave infrared technologies.

Products and applications include space-based imaging, factory condition monitoring, optical gas leak detection, laboratory research and maritime thermal imaging.

We also provide instruments for the measurement of physical properties and other maritime products for recreational and commercial customers globally.

For defense applications, we also develop and manufacture multi-spectrum electro-optic/infrared imaging systems and associated products such as lasers, optics, and radars; Chemical, Biological, Radiological, Nuclear and Explosive detectors and unmanned air and ground systems.

These sensors and instruments can be deployed as integrated solutions and with advanced target detection, identification and classification capabilities.

We provide solutions for threat protection, military maneuver and force protection, border controls and homeland security, law enforcement, public safety, and commercial applications worldwide.

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

In 2021, Teledyne introduced the CrossSync™ PHY interposers and software options, enabling the first-ever link between an oscilloscope and a protocol analyzer to allow engineers to get a complete picture when testing the PCI Express interface standard.

Our acquisition of OakGate Technology, Inc. (“OakGate”) in 2020 supplements our broad product offerings with protocol validation and test tools for high-performance solid-state storage devices used in both enterprise-grade data centers and in consumer computing applications.

Teledyne exited the cruise missile turbine engine business in the first quarter of 2021.

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

default.

Generally, most raw materials used in our operations are readily available; however, during 2021, we experienced supply chain constraints and price volatility on some raw materials.

While the current supply chain constraints have not significantly affected our business, to reduce current and future supply disruptions, we have implemented short-term and long-term supplier actions to reduce disruptions and prioritize mitigation.

Some raw materials are purchased from a limited set of suppliers, including international sources, due to technical capability, price, and other factors.

We leverage our existing supplier relationships and are not dependent on any one supplier for a material amount of our purchases.

Prices of certain key raw materials and electronic components are expected to fluctuate in the future.

We mitigate raw material cost increases with long-term supply agreements, customer price increases, and isolating the market driven raw material component of the products we buy.

We anticipate that supply chain constraints for some raw materials will continue in 2022.

However, we believe our short-term and long-term supplier actions position us well to mitigate and reduce the impact these factors may have on our businesses.

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

Recently, the prominence and importance of sustainability and Environmental, Social and Governance (“ESG”) initiatives have dramatically increased.

In February 2022, we published our inaugural Corporate Social Responsibility (“CSR”) report, in which we disclose and highlight some of Teledyne’s most recent efforts focused and sustainability and ESG.

The CSR report is available at the Corporate Social Responsibility link on our website at www.teledyne.com under the tab “Who We Are”.

In 2021, we compiled the first global inventory of our greenhouse gas (“GHG”) emissions (starting with fiscal year 2020) and are developing a GHG monitoring and management plan.

We have set a goal to reduce our combined direct emissions (“Scope 1”) and indirect emissions from purchased energy (“Scope 2”) in company operations, normalized for revenue, by 40% from 2020 levels by the end of 2040.

Going forward, we will continue to evaluate our emission reduction goals, while at the same time providing the tools and technologies enabling environmental science and climatology across the globe.

More information about our carbon footprint and GHG emission reduction efforts and goals, and the contributions that Teledyne products make to carbon monitoring and environmental and climate science, can be found in our CSR report.

Please note that information posted or accessible through websites referenced in this report is not incorporated by reference or otherwise included in this report.

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.

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.

test and measurement solutions for a wide range of industries.

Our most recent acquisition of OakGate Technology, Inc. (“OakGate”) during 2020 provides protocol validation and test tools for disk drives, both spinning and solid state, and servers used for cloud-based storage.

Through this segment, we design, develop and manufacture image sensors and digital cameras for use in industrial, scientific, academic research and medical applications and hardware and software for image processing and automatic data collection in industrial, academic research and medical applications.

We receive funding from the Defense Advanced Research Products Agency 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.

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 technology and cell biology imaging using fluorescence and chemiluminescence.

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

Our total backlog of confirmed and funded orders was approximately $1,700.2 million at January 3, 2021, compared with $1,699.3 million at December 29, 2019.

We expect to fulfill more than 77% of such backlog of confirmed orders during 2021.

Generally, our businesses have experienced minimal fluctuations in the supply of raw materials, but not without some price volatility.

While some of our businesses provide services, for those businesses that sell hardware and product, a portion of the value that we provide is labor-oriented, such as design, engineering, assembly and test activities.

In manufacturing our products, we use our own production capabilities and third-party suppliers and subcontractors, including international sources.

Some of the items we use for the manufacture of our products, including certain components for particular marine navigation applications, certain magnets and helix wire for our traveling wave tubes, certain infrared detectors substrates and certain ceramics and molding compounds used in our sonar systems, as well as certain scintillator materials used in the production of our X-Ray detectors, are purchased from limited or single sources, including international sources, due to technical capability, price and other factors.

At times we have experienced difficulty in procuring raw materials, components, sub-assemblies and other supplies required in our manufacturing processes due to shortages and supplier-imposed allocation of components.

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

| Americas | | | 72% | | | 49.1 | | | 11.4 | | | 59% | | | 34% | | | 7% | | |

| Europe, the Middle East and Africa | | | 26% | | | 44.9 | | | 11.3 | | | 56% | | | 22% | | | 22% | | |

| Asia-Pacific Region | | | 2% | | | 42.4 | | | 7.6 | | | 42% | | | 20% | | | 38% | | |

With the oversight of our Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary and our Vice President of Human Resources, our Equality, Diversity and Inclusion Committee has piloted an anonymized resume review process to evaluate the potential for name bias when reviewing potential candidates, expanded recruitment sources, and enhanced diversity training and awareness.

We make available on our website, free of charge, annual

From time to time, we become involved in various lawsuits, claims and proceedings arising out of, or incident to, our ordinary course of business including lawsuits, claims or proceedings pertaining to product liability, [added: personal injury,] patent infringement, commercial contracts, employment and employee benefits.

[Table of [removed: Contents](#i6291a00be73443bda945750d5f19bfce_7)][added: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)]

For the fiscal year ended January [removed: 3, 2021][added: 2, 2022]

As of [removed: June 26, 2020,] [added: July 2, 2021,] 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: $10.9] [added: $19.4] billion.

At February 23, [removed: 2021,] [added: 2022,] there were [removed: 37,019,992] [added: 47,194,791] shares of the registrant’s Common Stock outstanding.

| | | | [Item 1. [removed: Business](#i6291a00be73443bda945750d5f19bfce_13)] [added: Business](#i6eddc44bfc0a443ba1453a3827137e99_13)] | | | [removed: [1](#i6291a00be73443bda945750d5f19bfce_13)] [added: [1](#i6eddc44bfc0a443ba1453a3827137e99_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#i6291a00be73443bda945750d5f19bfce_16)] [added: Factors](#i6eddc44bfc0a443ba1453a3827137e99_16)] | | | [removed: [5](#i6291a00be73443bda945750d5f19bfce_16)] [added: [6](#i6eddc44bfc0a443ba1453a3827137e99_16)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i6291a00be73443bda945750d5f19bfce_19)] [added: Comments](#i6eddc44bfc0a443ba1453a3827137e99_19)] | | | [removed: [18](#i6291a00be73443bda945750d5f19bfce_19)] [added: [20](#i6eddc44bfc0a443ba1453a3827137e99_19)] | | |

| | | | [Item 2. [removed: Properties](#i6291a00be73443bda945750d5f19bfce_22)] [added: Properties](#i6eddc44bfc0a443ba1453a3827137e99_22)] | | | [removed: [18](#i6291a00be73443bda945750d5f19bfce_22)] [added: [20](#i6eddc44bfc0a443ba1453a3827137e99_22)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#i6291a00be73443bda945750d5f19bfce_25)] [added: Proceedings](#i6eddc44bfc0a443ba1453a3827137e99_25)] | | | [removed: [18](#i6291a00be73443bda945750d5f19bfce_25)] [added: [20](#i6eddc44bfc0a443ba1453a3827137e99_25)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#i6291a00be73443bda945750d5f19bfce_28)] [added: Disclosures](#i6eddc44bfc0a443ba1453a3827137e99_28)] | | | [removed: [18](#i6291a00be73443bda945750d5f19bfce_28)] [added: [20](#i6eddc44bfc0a443ba1453a3827137e99_28)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6291a00be73443bda945750d5f19bfce_34)] [added: Securities](#i6eddc44bfc0a443ba1453a3827137e99_34)] | | | [removed: [18](#i6291a00be73443bda945750d5f19bfce_34)] [added: [20](#i6eddc44bfc0a443ba1453a3827137e99_34)] | | |

| | | | [Item 6. Selected Financial [removed: Data](#i6291a00be73443bda945750d5f19bfce_37)] [added: Data](#i6eddc44bfc0a443ba1453a3827137e99_37)] | | | [removed: [19](#i6291a00be73443bda945750d5f19bfce_37)] [added: [20](#i6eddc44bfc0a443ba1453a3827137e99_37)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i6291a00be73443bda945750d5f19bfce_40)s] [added: Operation](#i6eddc44bfc0a443ba1453a3827137e99_40)s] | | | [removed: [20](#i6291a00be73443bda945750d5f19bfce_40)] [added: [21](#i6eddc44bfc0a443ba1453a3827137e99_40)] | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosure About Market [removed: Risk](#i6291a00be73443bda945750d5f19bfce_79)] [added: Risk](#i6eddc44bfc0a443ba1453a3827137e99_79)] | | | [removed: [41](#i6291a00be73443bda945750d5f19bfce_79)] [added: 43] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i6291a00be73443bda945750d5f19bfce_85)] [added: Data](#i6eddc44bfc0a443ba1453a3827137e99_85)] | | | [removed: [41](#i6291a00be73443bda945750d5f19bfce_85)] [added: [43](#i6eddc44bfc0a443ba1453a3827137e99_85)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6291a00be73443bda945750d5f19bfce_91)] [added: Disclosure](#i6eddc44bfc0a443ba1453a3827137e99_91)] | | | [removed: [41](#i6291a00be73443bda945750d5f19bfce_91)] [added: [43](#i6eddc44bfc0a443ba1453a3827137e99_91)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#i6291a00be73443bda945750d5f19bfce_97)] [added: Procedures](#i6eddc44bfc0a443ba1453a3827137e99_97)] | | | [removed: [41](#i6291a00be73443bda945750d5f19bfce_97)] [added: [43](#i6eddc44bfc0a443ba1453a3827137e99_97)] | | |

| | | | [Item 9B. Other [removed: Information](#i6291a00be73443bda945750d5f19bfce_109)] [added: Information](#i6eddc44bfc0a443ba1453a3827137e99_109)] | | | [removed: [42](#i6291a00be73443bda945750d5f19bfce_109)] [added: [43](#i6eddc44bfc0a443ba1453a3827137e99_109)] | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i6291a00be73443bda945750d5f19bfce_118)] [added: Governance](#i6eddc44bfc0a443ba1453a3827137e99_118)] | | | [removed: [43](#i6291a00be73443bda945750d5f19bfce_118)] [added: [44](#i6eddc44bfc0a443ba1453a3827137e99_118)] | | |

| | | | [Item 11. Executive [removed: Compensation](#i6291a00be73443bda945750d5f19bfce_124)] [added: Compensation](#i6eddc44bfc0a443ba1453a3827137e99_124)] | | | [removed: [43](#i6291a00be73443bda945750d5f19bfce_124)] [added: [44](#i6eddc44bfc0a443ba1453a3827137e99_124)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6291a00be73443bda945750d5f19bfce_130)] [added: Matters](#i6eddc44bfc0a443ba1453a3827137e99_130)] | | | [removed: [43](#i6291a00be73443bda945750d5f19bfce_130)] [added: [44](#i6eddc44bfc0a443ba1453a3827137e99_130)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i6291a00be73443bda945750d5f19bfce_136)] [added: Independence](#i6eddc44bfc0a443ba1453a3827137e99_136)] | | | [removed: [43](#i6291a00be73443bda945750d5f19bfce_136)] [added: [44](#i6eddc44bfc0a443ba1453a3827137e99_136)] | | |

| | | | [Item 14. Principal Accountant Fees and [removed: Services](#i6291a00be73443bda945750d5f19bfce_142)] [added: Services](#i6eddc44bfc0a443ba1453a3827137e99_142)] | | | [removed: [43](#i6291a00be73443bda945750d5f19bfce_142)] [added: [44](#i6eddc44bfc0a443ba1453a3827137e99_142)] | | |

| | | | [Item 15. Exhibits and Financial Statement [removed: Schedules](#i6291a00be73443bda945750d5f19bfce_151)] [added: Schedules](#i6eddc44bfc0a443ba1453a3827137e99_151)] | | | [removed: [43](#i6291a00be73443bda945750d5f19bfce_151)] [added: [44](#i6eddc44bfc0a443ba1453a3827137e99_151)] | | |

| | | | [removed: [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)] [added: [I](#i6eddc44bfc0a443ba1453a3827137e99_157)[ndex](#i6eddc44bfc0a443ba1453a3827137e99_157) [](#i6eddc44bfc0a443ba1453a3827137e99_157)[to](#i6eddc44bfc0a443ba1453a3827137e99_157) [F](#i6eddc44bfc0a443ba1453a3827137e99_157)[inancial](#i6eddc44bfc0a443ba1453a3827137e99_157) [S](#i6eddc44bfc0a443ba1453a3827137e99_157)[tatements and](#i6eddc44bfc0a443ba1453a3827137e99_157) [R](#i6eddc44bfc0a443ba1453a3827137e99_157)[elated](#i6eddc44bfc0a443ba1453a3827137e99_157) [I](#i6eddc44bfc0a443ba1453a3827137e99_157)[nformation](#i6eddc44bfc0a443ba1453a3827137e99_157)] | | | [removed: [44](#i6291a00be73443bda945750d5f19bfce_157)] [added: [45](#i6eddc44bfc0a443ba1453a3827137e99_157)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#i6291a00be73443bda945750d5f19bfce_262)] [added: Summary](#i6eddc44bfc0a443ba1453a3827137e99_256)] | | | [removed: [86](#i6291a00be73443bda945750d5f19bfce_262)] [added: [85](#i6eddc44bfc0a443ba1453a3827137e99_256)] | | |

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: [5](#i6291a00be73443bda945750d5f19bfce_16)] [added: 6] of this Annual Report on Form 10-K.

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6eddc44bfc0a443ba1453a3827137e99_2546) | | | [44](#i6eddc44bfc0a443ba1453a3827137e99_2546) | | |

| | | | [Exhibit Index](#i6eddc44bfc0a443ba1453a3827137e99_259) | | | [86](#i6eddc44bfc0a443ba1453a3827137e99_259) | | |

| | | | [Signatures](#i6eddc44bfc0a443ba1453a3827137e99_262) | | | [91](#i6eddc44bfc0a443ba1453a3827137e99_262) | | |

| | | | | | | | | |

On May 14, 2021, Teledyne completed the acquisition of FLIR Systems, Inc. ( “FLIR”), and the financial results of FLIR have been included since the date of the acquisition.

The financial statements of Teledyne contained herein are as of and for the fiscal year ended January 2, 2022, and reflect the results of the Company after giving effect to the acquisition of FLIR.

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

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

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

The Company has [removed: 68] [added: 77] principal operating facilities in [removed: 17] [added: 20] states and [removed: six] [added: 10] foreign countries.

The [removed: Instrumentation] [added: Digital Imaging] segment has principal operations in the United States, the United [removed: Kingdom] [added: Kingdom, Canada, France, Sweden, the Netherlands, Belgium, Estonia] and [removed: Denmark,] the [removed: Digital Imaging] [added: United Arab Emirates, the Instrumentation] segment has principal operations in the United States, [removed: Canada, France,] the [removed: Netherlands and the] United Kingdom, [added: Denmark and France,] 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.

[Table of Contents](#i6291a00be73443bda945750d5f19bfce_7)

As of February [removed: 22, 2021,] [added: 23, 2022,] there were [removed: 2,646] [added: 2,520] holders of record of the Common Stock.

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

[Table of [removed: Contents](#i6291a00be73443bda945750d5f19bfce_7)][added: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)]

Reserved

The following table presents our summary consolidated financial data.

We derived the following historical selected financial data from our audited consolidated financial statements.

Our fiscal year is determined based on a 52- or 53-week convention ending on the Sunday nearest to December 31.

Each fiscal year presented below contained 52 weeks.

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

Five-Year Summary of Selected Financial Data

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

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

| | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | | | | (In millions, except per-share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | 3,086.2 | | | | | $ | 3,163.6 | | | | | $ | 2,901.8 | | | | | $ | 2,603.8 | | | | | $ | 2,149.9 | |

| Net income | | | | | | $ | 401.9 | | | | | $ | 402.3 | | | | | $ | 333.8 | | | | | $ | 227.2 | | | | | $ | 190.9 | |

| Basic earnings per common share | | | | | | $ | 10.95 | | | | | $ | 11.08 | | | | | $ | 9.32 | | | | | $ | 6.45 | | | | | $ | 5.52 | |

| Diluted earnings per common share | | | | | | $ | 10.62 | | | | | $ | 10.73 | | | | | $ | 9.01 | | | | | $ | 6.26 | | | | | $ | 5.37 | |

| Weighted average diluted common shares outstanding | | | | | | 37.9 | | | | | | 37.5 | | | | | | 37.0 | | | | | | 36.3 | | | | | | 35.5 | | |

| Total assets | | | | | | $ | 5,084.8 | | | | | $ | 4,579.8 | | | | | $ | 3,809.3 | | | | | $ | 3,846.4 | | | | | $ | 2,774.4 | |

| Long-term debt, less current portion | | | | | | $ | 680.9 | | | | | $ | 750.0 | | | | | $ | 610.1 | | | | | $ | 1,063.9 | | | | | $ | 509.7 | |

| Total stockholders’ equity | | | | | | $ | 3,228.6 | | | | | $ | 2,714.7 | | | | | $ | 2,229.7 | | | | | $ | 1,947.3 | | | | | $ | 1,554.4 | |

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.

The information required by this item is included in this Report on pages [removed: [4](#i6291a00be73443bda945750d5f19bfce_157)[4](#i6291a00be73443bda945750d5f19bfce_157)] [added: 45] through [removed: 86.][added: 85.]

See the “Index to Financial Statements and Related Information” on page [removed: [4](#i6291a00be73443bda945750d5f19bfce_157)[4](#i6291a00be73443bda945750d5f19bfce_157).][added: 45.]

The Company’s [added: Chairman,] President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have evaluated the effectiveness, as of January [removed: 3, 2021,] [added: 2, 2022,] of the Company’s “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (“the Exchange Act”).

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures as of January [removed: 3, 2021,] [added: 2, 2022,] are effective.

See Management Statement on page [removed: [4](#i6291a00be73443bda945750d5f19bfce_160)[5](#i6291a00be73443bda945750d5f19bfce_160)] [added: 46] for management’s annual report on internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm on page [removed: [4](#i6291a00be73443bda945750d5f19bfce_163)[6](#i6291a00be73443bda945750d5f19bfce_163)] [added: 47] 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 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 January [removed: 3, 2021,] [added: 2, 2022,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Jason VanWees, [removed: Executive] Vice [removed: President][added: Chairman]

Vernon, Senior Director and Assistant Controller

[Table of Contents](#i6291a00be73443bda945750d5f19bfce_7)

Vernon, Senior Director, SEC/GAAP Compliance and External Reporting

[Table of [removed: Contents](#i6291a00be73443bda945750d5f19bfce_7)][added: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)]

| | | | | | |

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

PART III

None

PART III

The information required by this item is set forth in the [removed: 2021] [added: 2022] Proxy Statement under the captions “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 [removed: Committee” and “Stock Ownership - Sections 16(a) Beneficial Ownership Reporting Compliance.” This information is incorporated herein by reference.][added: Committee”.]

This information is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2021] [added: 2022] Proxy Statement under the captions “Executive and Director Compensation” [removed: “Compensation Committee Interlocks] and [removed: Insider Participation” and] “Personnel and Compensation Committee Report.” This information is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2021] [added: 2022] Proxy Statement under the caption “Stock Ownership Information” and “Securities Authorized for Issuance Under Equity Compensation Plans” and is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: [4](#i6291a00be73443bda945750d5f19bfce_157)[4](#i6291a00be73443bda945750d5f19bfce_157)] [added: 45] of this Report, which is incorporated herein by reference.

See Schedule II captioned “Valuation and Qualifying Accounts” on page [removed: [8](#i6291a00be73443bda945750d5f19bfce_259)[6](#i6291a00be73443bda945750d5f19bfce_259)] [added: 85] of this Report, which is incorporated herein by reference.

[Table of [removed: Contents](#i6291a00be73443bda945750d5f19bfce_7)][added: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)]

| [Management [removed: Statement](#i6291a00be73443bda945750d5f19bfce_160)] [added: Statement](#i6eddc44bfc0a443ba1453a3827137e99_160)] | | | [removed: [45](#i6291a00be73443bda945750d5f19bfce_160)] [added: [46](#i6eddc44bfc0a443ba1453a3827137e99_160)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6291a00be73443bda945750d5f19bfce_163)] [added: Firm](#i6eddc44bfc0a443ba1453a3827137e99_163) (PCAOB ID No. 34)] | | | [removed: [46](#i6291a00be73443bda945750d5f19bfce_163)] [added: [47](#i6eddc44bfc0a443ba1453a3827137e99_163)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6291a00be73443bda945750d5f19bfce_166)] [added: Firm](#i6eddc44bfc0a443ba1453a3827137e99_166) (PCAOB ID No. 34)] | | | [removed: [47](#i6291a00be73443bda945750d5f19bfce_166)] [added: [48](#i6eddc44bfc0a443ba1453a3827137e99_166)] | | |

| [Consolidated Statements of [removed: Income](#i6291a00be73443bda945750d5f19bfce_169)] [added: Income](#i6eddc44bfc0a443ba1453a3827137e99_169)] | | | [removed: [49](#i6291a00be73443bda945750d5f19bfce_169)] [added: [50](#i6eddc44bfc0a443ba1453a3827137e99_169)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6291a00be73443bda945750d5f19bfce_172)] [added: Income](#i6eddc44bfc0a443ba1453a3827137e99_172)] | | | [removed: [49](#i6291a00be73443bda945750d5f19bfce_172)] [added: [50](#i6eddc44bfc0a443ba1453a3827137e99_172)] | | |

| [Consolidated Balance [removed: Sheets](#i6291a00be73443bda945750d5f19bfce_175)] [added: Sheets](#i6eddc44bfc0a443ba1453a3827137e99_175)] | | | [removed: [50](#i6291a00be73443bda945750d5f19bfce_175)] [added: [51](#i6eddc44bfc0a443ba1453a3827137e99_175)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i6291a00be73443bda945750d5f19bfce_181)] [added: Equity](#i6eddc44bfc0a443ba1453a3827137e99_181)] | | | [removed: [51](#i6291a00be73443bda945750d5f19bfce_181)] [added: [52](#i6eddc44bfc0a443ba1453a3827137e99_181)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6291a00be73443bda945750d5f19bfce_184)] [added: Flows](#i6eddc44bfc0a443ba1453a3827137e99_184)] | | | [removed: [52](#i6291a00be73443bda945750d5f19bfce_184)] [added: [53](#i6eddc44bfc0a443ba1453a3827137e99_184)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6291a00be73443bda945750d5f19bfce_187)] [added: Statements](#i6eddc44bfc0a443ba1453a3827137e99_187)] | | | [removed: [53](#i6291a00be73443bda945750d5f19bfce_187)] [added: [54](#i6eddc44bfc0a443ba1453a3827137e99_187)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i6291a00be73443bda945750d5f19bfce_259)] [added: Accounts](#i6eddc44bfc0a443ba1453a3827137e99_253)] | | | [removed: [86](#i6291a00be73443bda945750d5f19bfce_259)] [added: [85](#i6eddc44bfc0a443ba1453a3827137e99_253)] | | |

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January [removed: 3, 2021.][added: 2, 2022.]

Based on this evaluation we believe that, as of January [removed: 3, 2021,] [added: 2, 2022,] the Company’s internal controls over financial reporting were effective.

Their report appears on page [removed: [4](#i6291a00be73443bda945750d5f19bfce_163)[6](#i6291a00be73443bda945750d5f19bfce_163)] [added: [4](#i6eddc44bfc0a443ba1453a3827137e99_163)[7](#i6eddc44bfc0a443ba1453a3827137e99_163)] of this Annual Report.

Date: February 25, [removed: 2021][added: 2022]

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

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

We have audited the internal control over financial reporting of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of January [removed: 3, 2021,] [added: 2, 2022,] 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 January [removed: 3, 2021,] [added: 2, 2022,] 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 January [removed: 3, 2021,] [added: 2, 2022,] of the Company and our report dated February 25, [removed: 2021,] [added: 2022,] expressed an unqualified opinion on those financial statements and financial statement schedule.

We have audited the accompanying consolidated balance sheets of Teledyne Technologies Incorporated and subsidiaries (the [removed: "Company")] [added: “Company”)] as of January [removed: 3, 2021] [added: 2, 2022] and [removed: December 29, 2019,] [added: January 3, 2021,] the related consolidated statements of income, comprehensive income, [removed: stockholder's] [added: stockholders'] equity, and cash flows, for each of the three years in the period ended January [removed: 3, 2021,] [added: 2, 2022,] 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 January [removed: 3, 2021] [added: 2, 2022] and [removed: December 29, 2019,] [added: January 3, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 3, 2021,] [added: 2, 2022,] 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 January [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, [removed: 2021] [added: 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

Our audit procedures related to [removed: aggregated estimates or judgments for overtime] revenue [added: projections used to estimate the fair value of the intangible assets acquired] included the following, among others:

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net [removed: Sales] [added: sales] | | | | | | $ | [removed: 3,086.2] [added: 4,614.3] | | | | | $ | [removed: 3,163.6] [added: 3,086.2] | | | | | $ | [removed: 2,901.8] [added: 3,163.6] | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | | | | [removed: 1,905.3] [added: 2,772.9] | | | | | | [removed: 1,920.3] [added: 1,905.3] | | | | | | [removed: 1,791.0] [added: 1,920.3] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 700.8] [added: 1,067.8] | | | | | | [removed: 751.6] [added: 662.0] | | | | | | [removed: 694.2] [added: 715.1] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total costs and expenses | | | | | | [removed: 2,606.1] [added: 3,990.0] | | | | | | [removed: 2,671.9] [added: 2,606.1] | | | | | | [removed: 2,485.2] [added: 2,671.9] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | | | | [removed: 480.1] [added: 624.3] | | | | | | [removed: 491.7] [added: 480.1] | | | | | | [removed: 416.6] [added: 491.7] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest and debt expense, net | | | | | | [removed: (15.3)] [added: (104.2)] | | | | | | [removed: (21.0)] [added: (15.3)] | | | | | | [removed: (25.5)] [added: (21.0)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Non-service retirement benefit income | | | | | | [removed: 12.1] [added: 11.2] | | | | | | [removed: 8.0] [added: 12.1] | | | | | | [removed: 13.5] [added: 8.0] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other [removed: expense,] [added: income (expense),] net | | | | | | [removed: (7.2)] [added: 2.5] | | | | | | [removed: (5.0)] [added: (7.2)] | | | | | | [removed: (10.7)] [added: (5.0)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | | | | [removed: 469.7] [added: 533.8] | | | | | | [removed: 473.7] [added: 469.7] | | | | | | [removed: 393.9] [added: 473.7] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Provision for income taxes | | | | | | [removed: 67.8] [added: 88.5] | | | | | | [removed: 71.4] [added: 67.8] | | | | | | [removed: 60.1] [added: 71.4] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | [removed: 401.9] [added: 445.3] | | | | | $ | [removed: 402.3] [added: 401.9] | | | | | $ | [removed: 333.8] [added: 402.3] | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per common share | | | | | | $ | [removed: 10.95] [added: 10.31] | | | | | $ | [removed: 11.08] [added: 10.95] | | | | | $ | [removed: 9.32] [added: 11.08] | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

Our evaluation of internal control over financial reporting excluded the internal control activities of FLIR Systems, Inc ("FLIR"), which we acquired in May 2021.

We have included the financial results of this acquisition in our consolidated financial statements from the date of acquisition.

Total assets (excluding goodwill and intangible assets) and total net sales subject to FLIR’s internal control over financial reporting represented approximately 11% and 28% of our consolidated total assets and total net sales as of and for the fiscal year ended January 2, 2022, respectively.

We did not assess the effectiveness of internal control over financial reporting at this newly acquired entity 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.

| /s/ ROBERT MEHRABIAN | | |

| Robert Mehrabian | | |

Date: February 25, 2022

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

As described in the Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at FLIR Systems, Inc., which was acquired on May 14, 2021, and whose financial statements (excluding goodwill and intangibles assets) constitute approximately 11% of total assets and 28% of net sales of the consolidated financial statement amounts as of and for the year ended January 2, 2022.

Accordingly, our audit did not include the internal control over financial reporting at FLIR Systems, Inc.

February 25, 2022

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

To the Stockholders and Board of Directors of Teledyne Technologies Incorporated

Critical Audit Matters

Acquisitions —FLIR Systems, Inc. – Intangible Assets – Refer to Notes 2 and 3 to the financial statements

The Company completed the acquisition of FLIR Systems, Inc. (“FLIR”) for total consideration of $7.9 billion on May 14, 2021.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including acquired intangible assets of $2.49 billion primarily from proprietary technology, trademarks, and customer list/relationships.

Management estimated the fair value of proprietary technology using the discounted cash flows approach, trademarks using the relief from royalty approach, and customer list/relationships using the multi-period excess earnings approach.

The provisional fair value determination of the acquired intangible assets required management to make significant estimates and assumptions related to future revenue projections.

Given the fair value determination of the acquired intangibles for FLIR requires management to make significant estimates and assumptions related to the forecasts of future revenue projections, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

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

- We evaluated the reasonableness of the revenue projections by comparing them to (1) FLIR and third-party historical financial data, (2) current economic factors and analyst reports of FLIR and companies in its peer group, (3) the Company’s similar historical acquisitions and reporting units.

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

- With the assistance of our fair value specialists, we performed an analysis comparing applicable industry forecasted long-term revenue growth rates to management’s projected revenues used within the valuation models.

Acquisitions —FLIR Systems, Inc. – Uncertain Tax Positions – Refer to Notes 2 and 3 and 10 to the financial statements

The Company completed the acquisition of FLIR for total consideration of $7.9 billion on May 14, 2021.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the Company evaluated the FLIR historical domestic and international tax positions to determine whether the ultimate tax determinations are uncertain and therefore represent a liability assumed in the acquisition.

A tax position is recorded when a determination is made that it is more likely than not that the position is sustainable upon examination based on the technical merits of the position.

We identified the Company’s assessment of technical merits evaluated in the more likely than not analysis for certain uncertain tax positions in foreign taxing jurisdictions in which FLIR operates and the resulting existence as of the acquisition date as a critical audit matter.

This critical audit matter required challenging auditor judgment due to the nature and subjectivity of the applicable tax rules and/or their interpretation in each jurisdiction, as well as evaluating whether the information used in the Company’s analysis was known or knowable as of the acquisition date.

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

Our audit procedures related to (1) assessment of the technical merits evaluated in the more likely than not analysis for uncertain tax positions, and (2) existence of such uncertain tax positions as of the acquisition date included the following, among others:

a.We tested the effectiveness of management’s controls over the determination of meeting the more likely than not threshold on potential uncertain tax positions and resulting existence as of the acquisition date.

b.We evaluated the information used in Management’s assessment of the technical merits of the Company’s positions to determine whether such information was known or knowable as of the acquisition date and therefore should be recorded as a liability assumed as part of purchase accounting.

c.We inspected external information and correspondence from foreign tax authorities on open tax examinations and tax assessments issued

d.We inquired with external counsel through confirmations to understand matters, status, and facts relevant to tax positions.

| /s/ ALDO PICHELLI | | |

| Aldo Pichelli | | |

February 25, 2021

Change in Accounting Principle

Effective December 31, 2018, the Company adopted FASB ASC Topic 842, Leases, using the modified retrospective approach.

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.

As control transfers continuously over time on these contracts, revenue is recognized based on the extent of progress towards completion of the performance obligation.

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.

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.

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

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

| Balance, December 31, 2017 | | | | | | $ | 0.4 | | | | | $ | 337.3 | | | | | $ | (200.7) | | | | | $ | 2,139.6 | | | | | $ | (329.3) | | | | | $ | 1,947.3 | | | | | | | | | | | | | | | | |

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

| Cumulative effect of new accounting standards | | | | | | — | | | | | | — | | | | | | — | | | | | | 50.9 | | | | | | (47.6) | | | | | | 3.3 | | | | | | | | | | | | | | | | | |

| Proceeds from other debt | | | | | | 2.7 | | | | | | — | | | | | | 11.5 | | |

Teledyne Technologies Incorporated (“Teledyne” or the “Company”) became an independent, public company effective November 29, 1999.

The 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.

Teledyne also supplies engineered systems for defense, space, environmental and energy applications.

| Balance as of December 30, 2018 | | | $ | (181.5) | | | | | $ | (4.9) | | | | | $ | (306.8) | | | | | $ | (493.2) | |

| Net other comprehensive income (loss) | | | 31.1 | | | | | | 2.6 | | | | | | (16.3) | | | | | | 17.4 | | |

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

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

| Net income | | | | | | | | | | | | | | | $ | 401.9 | | | | | $ | 402.3 | | | | | $ | 333.8 | |

For each of 2019 and 2018, less than 3,000 stock options were excluded in the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive.

The unbilled receivable balance increased from the beginning of the year by $21.6 million, or 10.8%, primarily due to work performed ahead of billings on certain over time revenue contracts primarily in our Engineered Systems segment.

If we become aware of a

When it is determined that an impairment has occurred, an appropriate charge to operations is recorded.

| Net foreign exchange loss recognized in revenue, net - foreign exchange contracts (c) | | | | | | $ | — | | | | | $ | (0.5) | |

(c)Amount excluded from effectiveness testing (recorded in other income and expense in 2018)

[Table of [removed: Contents](#i6291a00be73443bda945750d5f19bfce_7)][added: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)]

| 3.2 | | | | | | [removed: [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] [added: [Third Amended] and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the [removed: 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] [added: Company’s Current Report] on Form 8-K dated [removed: January 2, 2021](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm) [(File] [added: August 27, 2021 (File] No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex31.htm)] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/0001094285/000109428521000148/a2021august-amendedandrest.htm)] | | |

| [removed: 4.1] [added: 10.18] | | | | | | [removed: [Description] [added: [Terms and Conditions] of [added: Stock Option Award Agreement under] the [removed: Registrant's](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit41-descriptiono.htm) [Securities] [added: Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan for grants made after 2018] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.17] to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2019 File No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit41-descriptiono.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)] | | | [added: | | |]

| 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](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] [added: 1999 (File] No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html) | | | | | |

| 10.20 | | | | | | [Performance Plan Summary Plan [removed: Des](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[cription (](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[i](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[ncorporated] [added: Description (incorporated] by reference to Exhibit 10.1 to the Company's Current [removed: R](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[ep](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[ort] [added: Report] on Form [removed: 8-](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[K](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm) [dated J](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[anuary] [added: 8-K dated January] 26, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm) [File] [added: 2021 File] No. [removed: 1-15295](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)] | | | | | |

| [removed: 10.21] [added: 10.22] | | | | | | [removed: [Sixth Amended and Restated Employment] [added: [Employment] Agreement, by and between Teledyne Technologies Incorporated and [removed: Robert Mehrabian,] [added: 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. [removed: 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000146/exhibit101.htm)] [added: 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000146/exhibit1021.htm)] | | | | | |

| [removed: 10.22] [added: 10.21] | | | | | | [removed: [Amendment No. 1 to Sixth] [added: [Seventh] Amended and Restated Employment Agreement dated as of [removed: January 26,] [added: August 27,] 2021, by and between Teledyne Technologies Incorporated and Robert [removed: Mehrabian](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm)[(incorporated] [added: Mehrabian (incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm)[2](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm) [to] [added: 10.1 to] the Company’s Current Report on Form 8-K dated [removed: January 26,](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm) [202](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm)[1](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm)[File] [added: August 27, 2021 (File] No. [removed: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/mehrabianemploymentagreeme.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/0001094285/000109428521000148/a2021seventhmehrabianemplo.htm)] | | | | | |

| [removed: 10.23] [added: 10.24] | | | | | | [removed: [Employment Agreement,] [added: [Amendment Number 2 to Employment Agreement dated as of August 27, 2021,] by and between Teledyne Technologies Incorporated and Aldo [removed: Pichelli, dated as of October 23, 2018.] [added: Pichelli] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K [removed: filed on October 23, 2018)] [added: dated August 27, 2021] (File No. [removed: 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000146/exhibit1021.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/0001094285/000109428521000148/a2021amendmentno2-pichelli.htm)] | | | | | |

| [removed: 10.24] [added: 10.23] | | | | | | [removed: [Am](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)[en](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)[dment] [added: [Amendment] No. 1 to [removed: Employm](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)[ent] [added: Employment] Agreement dated as of [removed: J](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)[anuary] [added: January] 26, 2021, by and [removed: between](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm) [Teledyne] [added: between Teledyne] Technologies [removed: Incor](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)[porated] [added: Incorporated] and Aldo [removed: Pichelli](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)[*](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex1024pichelliemployme.htm)] [added: Pichelli*†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/pichelliemploymentagreemen.htm)] | | | | | |

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

| 10.33 | | | | | | [Amended and Restated Credit [removed: Agreement,] [added: Agreement] dated as of March [removed: 1, 2013,] [added: 4, 2021,] by and among Teledyne Technologies [removed: Incorporated (Teledyne), certain subsidiaries of Teledyne as Designated Borrowers, certain subsidiaries of Teledyne] [added: Incorporated,] as [removed: Guarantors,] [added: a borrower and guarantor,] the [removed: Lender parties] [added: designated borrowers party thereto, the lenders party] thereto and Bank of America, [removed: N.A.] [added: N.A.,] as [removed: Administrative Agent, Swing-Line Lender] [added: administrative agent, swing line lender] and L/C [removed: Issuer] [added: issuer] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K dated March [removed: 1, 2013)] [added: 2, 2021)] (File No. [removed: 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/000119312513088086/d495451dex101.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex102.htm)] | | |

| [removed: 10.34] [added: 10.46] | | | | | | [removed: [First Amendment to Amended and Restated Credit Agreement, dated as] [added: [Form] of [removed: December 4, 2015,(incorporated] [added: Indemnification Agreement executed] by [added: each of the Company’s directors and named executive officers (incorporated by] reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K dated [removed: December 4, 2018] [added: April 22, 2009] (File No. [removed: I-15295)](http://www.sec.gov/Archives/edgar/data/1094285/000109428515000150/exhibit101firstamendmentto.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095013409008242/v52277exv10w1.htm)] | | |

| [removed: 10.35] [added: 10.38] | | | | | | [Second [removed: Amendment, dated as of January 17, 2017,] [added: Amendment] to Amended and Restated [added: Term Loan] Credit [removed: Agreement,] [added: Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Company’s Current Report on Form 8-K dated [removed: January 17, 2017] [added: March 2, 2021)] (File No. [removed: 1-15295)](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000006/exhibit101conformedamended.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex103.htm)] | | |

| [removed: 10.36] [added: 10.45] | | | | | | [removed: [Third Amendment,] [added: [Note Purchase and Guaranty Agreement,] dated as of [removed: March 17,] [added: April 18,] 2017, [removed: to Amended] [added: by] and [removed: Restated Credit Agreement] [added: among Teledyne Technologies Incorporated, Teledyne Netherlands B.V. and the purchasers identified therein] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: March 17, 2017)](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000033/exhibit101-char1x1514438v1.htm)] [added: April 18, 2017).](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000039/active_89046510x1x2017npaf.htm)] | | |

| [removed: 10.38] [added: 10.36] | | | | | | [removed: [Fifth Amendment,] [added: [Amended and Restated Term Loan Credit Agreement,] dated [removed: as of] October 30, 2019, [added: by an among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the several banks and other financial institutions form time] to [removed: Amended] [added: time parties thereto as lenders, Bank of America, N.A., as administrative agent,] and [removed: Restated Credit Agreement] [added: B of A Securities, Inc., as sole book manager and sole lead arranger] (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 30, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/fifthamendmenttocredit.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm)] | | |

| [removed: 10.39] [added: 10.34] | | | | | | [removed: [Sixth] [added: [First] Amendment to Amended and Restated Credit [removed: Agreement] [added: Agreement,] dated as of [removed: January 19,] [added: October 26,] 2021, by and among Teledyne Technologies Incorporated, [added: as a borrower and guarantor,] the designated borrowers party thereto, the [removed: guarantors] [added: guarantor] party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex102.htm)[2](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex102.htm) [to] [added: 10.3 to] the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] dated [removed: January 19, 2021 File] [added: October 3, 2021) (File] No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex102.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit103firstamendmentto.htm)] | | |

| [removed: 10.40] [added: 4.2] | | | | | | [removed: [Note Purchase Agreement,] [added: [Indenture,] dated [removed: September 23, 2014, by and among] [added: as of March 22, 2021, between] Teledyne Technologies Incorporated and [removed: the Purchasers identified therein] [added: U.S. Bank National Association, as trustee.] (incorporated by reference to Exhibit [removed: 99.1] [added: 4.1] to the Company’s Current Report on Form 8-K [removed: filed on September 23, 2014] [added: dated March 17, 2021)] (File No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312514350165/d793588dex991.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex41.htm)] | | |

| [removed: 10.42] [added: 10.41] | | | | | | [removed: [Note Purchase Agreement,] [added: [Term Loan Credit Agreement] dated [removed: August 27, 2015,] [added: as of March 4, 2021,] by and among Teledyne Technologies [removed: Incorporated and] [added: Incorporated, as borrower,] the [removed: Purchasers](http://www.sec.gov/Archives/edgar/data/1094285/000109428515000120/exhibit101notepurchaseagre.htm) [identified therein] [added: lenders party thereto and Bank of America, N.A., as administrative agent] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: August 27, 2015)] [added: March 2, 2021)] (File No. [removed: 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/000109428515000120/a8-k2015x08x27203notepurch.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex101.htm)] | | |

| [removed: 10.44] [added: 10.37] | | | | | | [removed: [Amended] [added: [First Amendment to Amended] and Restated Term Loan Credit [removed: Agreement,] [added: Agreement] dated [removed: October 30, 2019,] [added: as of January 19, 2021,] by [removed: an] [added: and] among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the [added: guarantors party thereto, the] several banks and other financial institutions [removed: form] [added: from] time to time parties thereto as [removed: lenders,] [added: lenders and] Bank of America, N.A., as administrative [removed: agent, and B of A Securities, Inc., as sole book manager and sole lead arranger] [added: agent] (incorporated by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K dated [removed: October 30, 2019).](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm)] [added: January 19, 2021 File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex101.htm)] | | |

| [removed: 10.45] [added: 10.39] | | | | | | [removed: [First] [added: [Third] Amendment to Amended and Restated Term Loan Credit [removed: Agreement] [added: Agreement,] dated as of [removed: January 19,] [added: October 26,] 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the [removed: guarantors] [added: guarantor] party [removed: thereto, the several banks and other financial institutions from time to time parties] thereto [removed: as lenders] and Bank of America, [removed: N.A.,] [added: N.A.] as administrative agent (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] dated [removed: January 19, 2021 File] [added: October 3, 2021) (File] No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex101.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit104thirdamendmentto.htm)] | | |

| [removed: 10.48] [added: 10.43] | | | | | | [removed: [Bridge Facility Commitment Letter,] [added: [Second Supplemental Indenture,] dated [removed: January 4, 2021, by and among BofA Securities, Inc., Bank] [added: as] of [removed: America, N.A. and] [added: May 14, 2021, between] Teledyne Technologies [removed: Incorporated] [added: Incorporated, Teledyne FLIR, LLC and U.S. Bank National Association, as trustee] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: January 2, 2021 File] [added: May 14, 2021) (File] No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex101.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex101.htm)] | | |

| 14.1 | | | | | | Teledyne Technologies Incorporated Global Code of Ethical Conduct - this code of ethics may be accessed via the Company’s website at [removed: www.teledyne.com/aboutus/ethics.pdf] [added: www.teledyne.com/who-we-are/ethics] | | |

| 14.2 | | | | | | Code of Ethics for Financial Professionals - this code of ethics may be accessed via the Company’s website at [removed: www.teledyne.com/aboutus/ethics.asp] [added: www.teledyne.com/who-we-are/ethics] | | |

| 14.3 | | | | | | Directors, Code of Business Conduct and Ethics - this code of ethics may be accessed via the Company’s website at [removed: www.teledyne.com/aboutus/ethics.asp] [added: www.teledyne.com/who-we-are/ethics] | | |

| 21 | | | | | | [Subsidiaries of Teledyne Technologies [removed: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex21subsidiariesoftele.htm)] [added: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex21subsidiariesoftele.htm)] | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm [removed: *](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex231consentofdeloitte.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex231consentofdeloitte.htm)] | | |

| 24.1 | | | | | | [Power of Attorney - [removed: Directors*](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex241powerofattorney20.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex241powerofattorney20.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex311_20210103xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex311_20220102xq4.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex312_20210103xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex312_20220102xq4.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex321_20210103xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex321_20220102xq4.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000066/tdy-ex322_20210103xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex322_20220102xq4.htm)] | | |

| | | | Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language) for the year ended January [removed: 3, 2021:] [added: 2, 2022:] (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Shareholders’ Equity, (iv) the Consolidated Statement of Comprehensive Income (Loss), (v) the Consolidated Statement of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Schedule of Valuation and Qualifying Accounts. | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of February 25, [removed: 2021.][added: 2022.]

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

| Susan L. Main | | | | | | | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February 25, [removed: 2021] [added: 2022] | | |

| Cynthia Belak | | | | | | | | | | | | Controller (Principal Accounting Officer) | | | | | | February 25, [removed: 2021] [added: 2022] | | |

| /s/ Robert Mehrabian | | | | | | | | | | | | [removed: Executive Chairman] [added: Chairman, President] and [removed: Director] [added: Chief] | | | | | | | | |

| [removed: Robert Mehrabian | | | | | | | | | | | |] [added: By:] | | | | | | [removed: February 25, 2021] [added: /s/ Robert Mehrabian] | | |

| * | | | | | | | | | | | | Director | | | | | | February 25, [removed: 2021] [added: 2022] | | |

| 4.1 | | | | | | [Description of the Registrant's Securities](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm)[*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm) | | |

| 4.3 | | | | | | [First Supplemental Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 4.4 | | | | | | [Form of 0.650% Notes due 2023 (form included as Exhibit A to the First Supplemental Indenture files as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 4.5 | | | | | | [Form of 0.950% Notes due 2024 (form included as Exhibit B to the First Supplemental Indenture files as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 4.6 | | | | | | [Form of 1.600% Notes due 2026 (form included as Exhibit C to the First Supplemental Indenture files as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 4.7 | | | | | | [Form of 2.250% Notes due 2028 (form included as Exhibit D to the First Supplemental Indenture filed as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 4.8 | | | | | | [Form of 2.750% Notes due 2031 (form included as Exhibit E to the First Supplemental Indenture filed as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

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[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

| 10.35 | | | | | | [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex104.htm) | | |

| 10.40 | | | | | | [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex105.htm) | | |

| 10.42 | | | | | | [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex103.htm) | | |

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

| 10.44 | | | | | | [Second Supplemental Indenture, dated as of May 14, 2021 between Teledyne FLIR, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm) | | |

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[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

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| | | | | | | Robert Mehrabian | | |

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

| Robert Mehrabian | | | | | | | | | | | | Executive Officer (Principal Executive Officer) and Director | | | | | | February 25, 2022 | | |

| * | | | | | | | | | | | | Director | | | | | | February 25, 2022 | | |

| * | | | | | | | | | | | | Director | | | | | | February 25, 2022 | | |

| * | | | | | | | | | | | | Director | | | | | | February 25, 2022 | | |

| * | | | | | | | | | | | | Director | | | | | | February 25, 2022 | | |

| * | | | | | | | | | | | | Director | | | | | | February 25, 2022 | | |

| 10.18 | | | | | | [Terms and Conditions of Stock Option Award Agreement under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan for grants 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) | | | | | |

| 10.37 | | | | | | [Fourth Amendment, dated as of March 15, 2019, to Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 15, 2019)](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000066/exhibit101fourthamendmentt.htm) | | |

| 10.41 | | | | | | [Amendment to Note Purchase Agreement, dated as of April 18, 2017, between Teledyne Technologies Incorporated and the noteholders under that certain Note Purchase Agreement dated as of August 27, 2015 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated April 18, 2017).](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000039/active_89046497x1xamendmen.htm) | | |

| 10.43 | | | | | | [Amendment to Note Purchase Agreement, dated as of April 18, 2017, between Teledyne Technologies Incorporated and the noteholders under that certain Note Purchase Agreement dated as of September 23, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 18, 2017).](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000039/active_89046514x1xamendmen.htm) | | |

| 10.46 | | | | | | [Note Purchase and Guaranty Agreement, dated as of April 18, 2017, by and among Teledyne Technologies Incorporated, Teledyne Netherlands B.V. and the purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 18, 2017).](http://www.sec.gov/Archives/edgar/data/1094285/000109428517000039/active_89046510x1x2017npaf.htm) | | |

| 10.44 | | | | | | [Guaranty Agreement to Note Purchase Agreement, dated as of April 18, 2017, made by the Subsidiary Guarantors (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated April 18, 2017).](https://www.sec.gov/Archives/edgar/data/1094285/000109428517000039/active_89046504x1xguaranty.htm) | | |

| 10.49 | | | | | | [Form of Indemnification Agreement executed by each of the Company’s directors and named executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 22, 2009 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095013409008242/v52277exv10w1.htm) | | |

| By: | | | | | | /s/ Aldo Pichelli | | |

| | | | | | | Aldo Pichelli | | |

| /s/ Aldo Pichelli | | | | | | | | | | | | President and Chief Executive Officer | | | | | | | | |

| Aldo Pichelli | | | | | | | | | | | | Chief Executive Officer (Principal Executive Officer) | | | | | | February 25, 2021 | | |

| Roxanne S. Austin | | | | | | | | | | | | | | | | | | | | |