Teledyne Technologies (TDY) 10-K risk factor changes: FY2022 vs FY2021

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

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Adverse findings in matters related [added: to] FLIR’s historical export control practices could materially impact us.

While FLIR [removed: has enhanced] [added: and] its [added: successor by mergers, Teledyne FLIR, have enhanced the] trade compliance program more broadly, implemented [removed: and continues to implement] remedial measures and [removed: completed two] [added: have undergone] external audits of [removed: FLIR’s] [added: the] ITAR compliance program, [removed: additional] [added: future] adverse disclosures and findings could [removed: materially] cause incurrence of additional expenses in connection with [removed: implementation of] [added: potential penalties or further] remedial [removed: measures and result in a substantial adjustment to our revenue and net income.][added: measures.]

[removed: As of January 2,] [added: On April 13,] 2022, [added: Teledyne paid $3.5 million as the final installment of the civil penalty] under the Consent [removed: Agreement, $3.5 million remains to be paid by April 24, 2022.][added: Agreement.]

In April 2021, FLIR resolved allegations of misrepresentations made to [removed: BIS,] [added: the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”),] between November 2012 and December 2013, in a commodity jurisdiction request relating to [removed: 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 [removed: has been completed] [added: was completed,] and [removed: pursuant to FLIR’s findings, as] a [removed: result of certain findings FLIR submitted one] voluntary [removed: self-disclosure] [added: disclosure was filed in October 2021] to report potential violations.

FLIR has made other voluntary disclosures to the U.S. Department of [added: State and 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 [removed: section 734.4 and Supplement No. 2 of] the EAR.

As of January [removed: 2, 2022,] [added: 1, 2023,] we had [removed: $3,500.0] [added: $3,425.0] million total outstanding indebtedness in senior notes, [removed: $505.6] [added: $395.0] million in term loans and $125.0 million outstanding under our $1,150.0 million floating rate credit facility.

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

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

The agreements we entered into with respect to our indebtedness, including the agreements we entered into to finance the FLIR acquisition and in connection with the assumption of FLIR’s existing senior notes, contain negative covenants, that, subject to certain exceptions, include limitations on [removed: indebtedness,] [added: indebtedness related to our bank term loans and credit facility,] liens, dispositions, investments and mergers and other fundamental changes.

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

Our ability to meet our [added: interest] expense and debt service obligations will depend on our future performance, 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 [removed: demand balance,] [added: demand,] customer preferences, the success of our products and pressure from competitors.

If we are unable to meet our debt service obligations 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 [removed: important] strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities.

[removed: There can be no assurance that the] [added: The] credit ratings of Teledyne’s debt [removed: will not] [added: could] be subject to a downgrade below investment grade.

In [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we expended [added: $92.6 million in cash and] $8.1 billion in cash and [removed: stock and $29.0 million in cash,] [added: stock,] respectively, relating to acquisitions and other investments.

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

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

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

We are experiencing component and raw material shortages due to worldwide supply chain constraints [removed: which impacts] [added: that impact] our ability to manufacture and ship all [removed: 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 [removed: 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, [added: integrated circuits,] silicon wafers, specialized raw materials and chemicals, adhesives, engineered plastics and electronic components.

[removed: We expect these delays and shortages to continue in 2022 and that such shortages] [added: A limited or delayed recovery] could result in delays in shipments to our customers during the period of such shortages.

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

We expect inflationary pressures to persist in [removed: 2022.][added: 2023.]

[removed: We] [added: In other cases, we] may be unable to adjust our product pricing to reflect such higher costs.

Our inability to attract and retain key personnel and labor shortages [removed: resulting from the COVID pandemic and improving economic conditions,] could have a material adverse effect on our future success.

[removed: It is critical that we retain, develop,] and grow our workforce to protect future revenue and improve our competitive advantage.

These impacts to our labor force resulting from [removed: the] [added: a] COVID pandemic [added: resurgence] could materially affect our ability to manufacture, ship or deliver our products, and in certain instances may result in higher wage costs, which could adversely impact our revenue and our results of operations

Some of our businesses, including our businesses in [added: engineered systems as well as in] traveling wave tube and integrated microwave module design and development, draw from a pool of specialized engineering talent that is small [removed: and] [added: and, in some cases,] currently shrinking.

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

[removed: Any tariffs or other trade restrictions affecting the import of products from China or any retaliatory trade] measures taken by China in response to existing or future tariffs could have a material adverse effect on our results of operations.

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

[removed: Additionally, a] [added: A] number of well-established customers and suppliers have become listed on [removed: Government] [added: government] restricted party [removed: lists without much warning.][added: lists.]

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

[removed: Tariffs] [added: These] and [added: other 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.

The [added: continuing] conflict between Russia and Ukraine could lead to [added: further] disruption, instability and volatility in global markets and industries that could negatively impact our operations.

[removed: Recession, financial and credit market disruptions,] [added: A possible recession in the U.S.] or [removed: an] [added: globally, continued] economic slowdown in China, [added: and higher interest rates] may adversely affect us.

If another global recession emerges, or if economic growth in China [removed: slows,] [added: continues to slow,] 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.

A ratings downgrade could also limit our access to certain sources of debt financing.

- new and proposed regulations limiting the enforcement of noncompetition and nonsolicitation agreements; and

Further, indemnities, insurance or escrow arrangements may not fully cover such matters.

We expect these delays and shortages to improve in 2023; however, there is still risk and uncertainty with respect to the timing of recovery.

In response to higher costs, we have in some cases raised prices of our products, which could put these products at a competitive disadvantage.

Any tariffs or other trade restrictions affecting the import of products from China or any retaliatory trade

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Additionally, recent export restrictions have had a significant impact on business as well.

Furthermore, the U.S. has imposed certain sectoral sanctions to limit Chinese development and manufacturing of semiconductor and supercomputer technology and have imposed comprehensive restrictions of both U.S.-origin items as well as non-U.S. items manufactured from U.S.-origin equipment.

Sanctions on Russia imposed by multiple countries and related Teledyne policies have led to a comprehensive ban on commercial activity with that market.

Energy market disruptions and shortages caused by the war could result in the shutdown of or slowdowns at our manufacturing facilities, particularly those located in Europe, and may result in substantial increases in the cost of energy.

With the lifting of these lockdowns by China in December 2022, COVID has begun to spread rapidly, causing additional disruptions to our customers and suppliers located in China.

Reduced demand for mobile phones and other consumer electronics will result in lower sales of our cameras and sensors products in our Digital Imaging segment.

Higher interest rates may reduce capital spending by our existing and potential customers.

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- political and economic instability, including the war between Ukraine and Russia and potential hostilities between China and Taiwan;

Certain international contracts may also include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations, known as offset obligations, and may provide for penalties if we fail to meet such requirements.

In 2022, the value of the U.S. dollar rose dramatically and rapidly in comparison to many currencies in jurisdictions where we sell our products.

In addition to making our products manufactured in the U.S. more expensive, a stronger dollar impacts the value of our foreign profits when translated back into dollars.

Since we report our financials in U.S. dollars, volatility in the strength of the U.S. dollar could have a material impact on our reported earnings.

It is critical that we retain, develop,

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Additionally, beginning in 2023, the U.S. has adopted a 15% corporate alternative minimum tax for certain large corporations.

Teledyne does not expect to be subject to this tax in 2023; however, Teledyne is closely monitoring the potential impact of the U.S. corporate minimum tax.

Many other jurisdictions are in the process of enacting corporate global 15% minimum tax rules, which could apply to Teledyne beginning in 2024.

Teledyne is monitoring the potential impact of these foreign minimum tax rules.

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our businesses and any new shutdown could have similar or worse effects.

Rising inflation may result in a shift in U.S. defense spending between various programs based on priorities, which may result in a reduction or loss of expected revenues on programs in which we participate.

In 2022 and 2021, the Mission Operations and Integration ("MO&I") contract represented more than 10% of net sales in the Engineered Systems segment.

The MO&I contract ended December 2022 and was replaced with the MOSSI II contract, which was awarded to Teledyne Brown Engineering in September 2022 with an effective start date in January 2023 for the base two-year period.

The remaining option years are proposed through 2030, but there is no guarantee the options will be awarded if the ISS support is cancelled.

Of the total expected contract value, approximately 10% is dedicated to the Indefinite Delivery / Indefinite Quantity ("IDIQ") contract type.

There is no guarantee this IDIQ portion will be fully funded.

In 2021, we were awarded the A2IFS contract and received partial funding in 2022.

We are currently uncertain how much additional funding will be provided for performance.

During 2022 and 2021, contracts terminated by the U.S. Government have not materially impacted our results of operations.

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We also are required to procure certain materials and parts from supply sources approved by the U.S. Government.

The inability of a supplier to meet our needs, the failure to obtain such approvals or the appearance of counterfeit parts in our products could have a material adverse effect on our financial position, results of operations or cash flows.

Risks related to the 2021 acquisition of FLIR

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.

On May 14, 2021, we acquired FLIR in a cash and stock transaction valued at approximately $8.1 billion (including net debt), our largest to date.

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

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

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

FLIR is part of the Digital Imaging segment.

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

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

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

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

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

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

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

- The future results of the combined company may be adversely impacted if we do not effectively manage the operations of 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 acquisition, including those experienced with post-acquisition integration, and failure to do so could seriously harm the combined company.

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

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.

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.

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.

In addition, our debt obligations may limit our ability to make required investments in capacity, technology or other areas of our business, which could have a material adverse effect on our business, financial condition or operating results.

closing indemnities or escrows.

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

Government-imposed vaccine mandates could negatively affect the availability of personnel or could lead to the attrition of personnel.

China represented one of the top five countries for our international sales in 2021 and 2020.

The final outcome of the negotiations and agreements is not possible to predict.

The COVID pandemic has increased volatility and pricing in the capital markets.

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

Likewise, if our suppliers face challenges in obtaining credit, in selling their products, or otherwise in operating their businesses or remaining solvent, they may become unable to offer the materials we use to manufacture our products.

An economic or credit crisis could also impact our ability to raise capital when needed.

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

- political and economic instability;

- general economic and business conditions and industry trends;

Additionally, the U.S. Presidential administration proposed a higher U.S. federal statutory corporate income tax rate of 28% compared to the current rate of 21%.

budgets could result in government in-sourcing of programs and more intense competition on programs that are not in-sourced, which could result in lower revenues and profits.

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

Following the 2021 acquisition of [removed: FLIR Systems, Inc. ( “FLIR”),] [added: 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.

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

[removed: Our core] [added: The] markets [added: in which we sell our enabling technologies] are characterized by high barriers to entry and include specialized products and services not likely to be commoditized.

We intend to strengthen and expand our [removed: core businesses] [added: business] with targeted acquisitions and through product development.

Using complementary technology across our businesses and [removed: internal] [added: through targeted] research and development, we seek to create new products to grow our company and expand our addressable markets.

[removed: In connection with this strategy, on] [added: Our] May [removed: 14, 2021, Teledyne completed the] [added: 2021] acquisition of [removed: FLIR,] [added: FLIR was] our largest acquisition to date.

COVID and Other [removed: Matters][added: Matters impact]

We expect inflationary and supply chain constraint trends to continue in [removed: 2022.][added: 2023.]

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

[removed: At] [added: Severance and facility consolidation costs incurred in 2022 were not material, and, at] January [removed: 2, 2022,] [added: 1, 2023,] an immaterial amount remains to be paid related to these actions.

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| Aerospace and Defense Electronics | | | | | | [removed: 0.7] [added: 8.0] | | | | | | [removed: 11.1] [added: 8.4] | | | | | | [removed: 0.5] | | |

| Selling, general and administrative expenses | | | | | | [removed: 24.0] [added: $] | [added: 702.3] | | | | | [removed: 10.5] [added: $] | [added: 537.2] | | | | | [removed: 2.4] | | | [added: | | | | | | | | | | | |]

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

[removed: FLIR is] [added: All acquisitions in 2022 and 2021 were] part of the Digital Imaging segment.

Fiscal years [removed: 2021] [added: 2022] and [removed: 2019] [added: 2021 each] contained 52 [removed: weeks while fiscal year 2020 contained 53] weeks.

The following are [removed: selected] financial highlights for [removed: 2021, 2020] [added: 2022] and [removed: 2019] [added: 2021] (in millions, except per-share amounts):

| Net sales | | | | | | $ | [removed: 4,614.3] [added: 5,458.6] | | | | | $ | [removed: 3,086.2] [added: 4,614.3] | | | | | [removed: $] | [removed: 3,163.6] | | [added: | | | 18.3 | | % | | | | | | |]

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

| Cost of sales | | | | | | [removed: 2,772.9] [added: 3,128.3] | | | | | | [removed: 1,905.3] [added: 2,772.9] | | | | | | [removed: 1,920.3] | | | [added: | | | 12.8 | | % | | | | | | |]

| Selling, general and administrative [removed: expenses (a)] | | | | | | [removed: 1,067.8] [added: 1,156.6] | | | | | | [removed: 662.0] [added: 1,067.8] | | | | | | [removed: 715.1] | | | [added: | | | 8.3 | | % | | | | | | |]

| Acquired intangible asset amortization [removed: (a)] | | | | | | [removed: 149.3] [added: 201.7] | | | | | | [removed: 38.8] [added: 149.3] | | | | | | [removed: 36.5] | | | [added: | | | 35.1 | | % | | | | | | |]

| Total costs and expenses | | | | | | [removed: 3,990.0] [added: 4,486.6] | | | | | | [removed: 2,606.1] [added: 3,990.0] | | | | | | [removed: 2,671.9] | | | [added: | | | 12.4 | | % | | | | | | |]

| Interest and debt expense, net | | | | | | [removed: (104.2)] | | | [added: (89.3)] | | | [removed: (15.3)] | | | [added: (90.8)] | | | [removed: (21.0)] | | | [added: (1.7) | | % |]

| Non-service retirement benefit income | | | | | | [removed: 11.2] | | | [added: 11.4] | | | [removed: 12.1] | | | [added: 11.2] | | | [removed: 8.0] | | | [added: 1.8 | | % |]

| Other income (expense), net | | | | | | [removed: 2.5] | | | [added: 3.4] | | | [removed: (7.2)] | | | [added: 2.5] | | | [removed: (5.0)] | | | [added: 36.0 | | % |]

| [removed: Income] [added: Income (loss)] before income [removed: taxes] [added: taxes] | | | | | | [removed: 533.8] | | | [added: 908.1] | | | [removed: 469.7] | | | [added: 533.8] | | | [removed: 473.7] | | | [added: 70.1 | | % |]

| Provision [added: (benefit)] for income taxes | | | | | | [removed: 88.5] | | | [added: 119.2] | | | [removed: 67.8] | | | [added: 88.5] | | | [removed: 71.4] | | | [added: 34.7 | | % |]

| Diluted earnings per common share | | | | | | $ | [removed: 10.05] [added: 16.53] | | | | | $ | [removed: 10.62] [added: 10.05] | | | | | [removed: $] | [removed: 10.73] | | [added: | | | 64.5 | | % | | | | | | |]

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

[removed: | | | | | | | Percentage of Total Net Sales | | | | | | | | | | | | | | |][added: *Net Sales:*]

| Digital Imaging | | | | | | [removed: 52] [added: $] | [added: 63.9] | [removed: %] | | | | [removed: 32] [added: $] | [added: 64.2] | [removed: %] | | | | [removed: 31] | | [removed: %] |

| Aerospace and Defense Electronics | | | | | | [removed: 14] | | [removed: %] | [added: 682.4] | | | [removed: 19] | | [removed: %] | [added: 628.7] | | | [removed: 22] | | [added: | 8.5 | |] % |

| Engineered Systems | | | | | | [removed: 9] [added: 5.3] | | [removed: %] | | | | [removed: 14] [added: 12.9] | | [removed: %] | | | | [removed: 12] | | [removed: %] |

[removed: *2021] [added: *2022] compared with [removed: 2020*][added: 2021*]

| Net sales (dollars in millions) | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | |

| Digital Imaging | | | | | | | | | $ | [removed: 2,412.9] [added: 3,110.9] | | | | | $ | [removed: 986.0] [added: 2,412.9] | | | | | [removed: 144.7] [added: 28.9] | | % |

| Aerospace and Defense Electronics | | | | | | | | | [removed: 628.7] [added: 184.1] | | | | | | [removed: 589.4] [added: 133.2] | | | | | | [removed: 6.7] [added: 38.2] | | % |

| Engineered Systems | | | | | | | | | [removed: 405.8] [added: 411.3] | | | | | | [removed: 416.3] [added: 405.8] | | | | | | [removed: (2.5)] [added: 1.4] | | % |

Information about results of operations and financial condition for 2021 and 2020 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K for the year ended January 2, 2022.

Although the COVID pandemic has impacted our business operations and practices, we experienced limited disruptions from COVID in 2022, mostly as a result of COVID-related lockdowns in China and localized and temporary labor shortages due to virus exposure.

This has delayed our ability to convert

backlog to revenue and negatively impacted our profit margins.

Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period.

As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar.

The strengthening of the U.S. dollar relative to other currencies adversely impacted our sales in 2022, and may continue to do so in future periods.

It may also increase the price and reduce the competitiveness of some of our products sold in markets outside the United States.

We do not have any material business, operations or assets in Russia, Belarus or Ukraine, and to date we have not been materially impacted by the actions of the Russian government.

Our total net sales from these three countries in 2022 and 2021 constituted less than 1.0% of total net sales, respectively.

In 2021, we incurred $26.4 million of severance and facility consolidation costs, primarily related to our Digital Imaging Segment.

Consistent with our strategy, we completed two acquisitions in 2022 and one acquisition in 2021.

As discussed in Note [18](#i7462350bac404defb2a541675317de68_247), we have completed one acquisition in early 2023, which is part of the Digital Imaging segment.

In the current year, gain (loss) on debt extinguishment is presented as separate line item on the income statement.

Additional financial information about our business segments can be found in Note [4](#i7462350bac404defb2a541675317de68_238).

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| Operating income (loss) | | | | | | 972.0 | | | | | | 624.3 | | | | | | | | | | | | 55.7 | | % | | | | | | |

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In addition to the acquisition of FLIR, we made one acquisition in 2020 and three acquisitions in 2019.

See the Recent Acquisitions section for additional information.

Our manufacturing sites are deemed essential businesses and remain operational.

Since the beginning of the COVID pandemic, we have practiced social distancing, enhanced cleaning protocols, increased usage of personal protective equipment and other preventative measures.

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.

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

The following pre-tax charges were incurred related to severance and facility consolidations (in millions):

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

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

| Digital Imaging | | | | | | $ | 23.9 | | | | | $ | 2.9 | | | | | $ | 1.1 | |

| Instrumentation | | | | | | 1.3 | | | | | | 5.9 | | | | | | 1.5 | | |

| Engineered Systems | | | | | | 0.4 | | | | | | 0.5 | | | | | | 0.1 | | |

| Corporate | | | | | | 0.1 | | | | | | 0.4 | | | | | | — | | |

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

| Severance | | | | | | $ | 14.5 | | | | | $ | 16.0 | | | | | $ | 3.5 | |

| Facility consolidations (a) | | | | | | 11.9 | | | | | | 4.8 | | | | | | (0.3) | | |

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

| Cost of sales | | | | | | $ | 2.4 | | | | | $ | 10.3 | | | | | $ | 0.8 | |

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

FLIR develops technologies that enhance perception and awareness.

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.

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

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.

Goodwill resulting from the FLIR acquisition will not be deductible for tax purposes.

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.

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

Following the 2021 acquisition of FLIR Systems, Inc. [removed: ( “FLIR”),] [added: (“FLIR”),] we further evolved into a global sensing and decision-support technology [removed: company:] [added: 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.

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

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

[removed: Management's] [added: Management’s] Discussion and Analysis of Results of [removed: Operations] [added: Operation] and Financial [removed: Condition.][added: Condition” and Note [1](#i7462350bac404defb2a541675317de68_244)[7](#i7462350bac404defb2a541675317de68_244).]

[removed: FLIR is] [added: All acquisitions in 2022 and 2021 were] part of the Digital Imaging segment.

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

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

We develop high-resolution, low-dose [removed: X-Ray] [added: X-ray] sensors [added: as well as high-power microwave and high-energy X-ray subsystems] for medical, dental and industrial applications.

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

[Table of [removed: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)][added: Contents](#i7462350bac404defb2a541675317de68_7)]

We also manufacture and provide complementary laboratory instrumentation including through laboratory automation and sample introduction systems [removed: which automates] [added: that automate] the preparation and concentration of organic samples.

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

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

We also make high-speed, high-resolution modular analog-to-digital conversion systems for [removed: applications] [added: applications,] including test and measurement, scientific instruments, medical imaging, and 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 [added: in] the [removed: area] [added: areas] of cloud computing, storage and networks.

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

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

Our core business [removed: base,] [added: base] includes 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: 2021] [added: 2022] or [removed: 2020] [added: 2021] accounted for more than [removed: 3%] [added: 10%] of [removed: total] net sales [removed: or more than 10% of] [added: for] any [removed: segment’s net sales.][added: of our segments or for the total Company.]

In both [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we sold products to customers in over 100 foreign countries.

Approximately 90% of our net sales to international customers during [removed: 2021] [added: 2022] were made to customers in 30 foreign countries.

In [removed: 2021,] [added: 2022,] the top five countries for sales to international customers, ranked by net sales, were China, [added: Germany, Japan,] the United [removed: Kingdom, Germany, Japan] [added: Kingdom] and France and represented approximately 20% of our total net sales.

Approximately [added: 25% and] 26% of our total net sales [removed: for both 2021] [added: in 2022] and [removed: 2020] [added: 2021, respectively,] were derived from contracts with agencies of, and prime contractors to, the U.S. Government.

| U.S. Government sales by segment: | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Digital Imaging | | | | | | $ | [removed: 515.9] [added: 619.1] | | | | | $ | [removed: 120.9] [added: 515.9] | | | | | $ | [removed: 107.4] [added: 120.9] | |

| Instrumentation | | | | | | [removed: 91.6] [added: 108.1] | | | | | | [removed: 80.6] [added: 91.6] | | | | | | [removed: 80.4] [added: 80.6] | | |

| Aerospace and Defense Electronics | | | | | | [removed: 227.2] [added: 266.3] | | | | | | [removed: 229.9] [added: 227.2] | | | | | | [removed: 225.3] [added: 229.9] | | |

| Engineered Systems | | | | | | [removed: 358.4] [added: 366.4] | | | | | | [removed: 386.8] [added: 358.4] | | | | | | [removed: 346.7] [added: 386.8] | | |

| Total U.S. Government sales | | | | | | $ | [removed: 1,193.1] [added: 1,359.9] | | | | | $ | [removed: 818.2] [added: 1,193.1] | | | | | $ | [removed: 759.8] [added: 818.2] | |

Our principal U.S. Government customer is the U.S. Department of Defense, which totaled [removed: approximately $876.6] [added: $1,065.1] million and [removed: $578.4] [added: $876.6] million of our total net sales for [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

In [removed: 2021] [added: 2022] and [removed: 2020, our] [added: 2021, the] largest program with the U.S. Government [added: within the Engineered Systems segment] was the Mission Operations and Integration (“MO&I”) contract with the NASA Marshall Space Flight Center, which represented [removed: 1.0% and 1.5%] [added: approximately 11%] of [removed: our total] [added: Engineered Systems] net [removed: sales, respectively.][added: sales in both 2022 and 2021.]

Risk [removed: Factors of this Form 10-K,] [added: Factors,] there are risks associated with doing business with the U.S. Government.

In [removed: 2021,] [added: 2022,] approximately [removed: 76%] [added: 80%] of our U.S. Government prime contracts and subcontracts were fixed-price type contracts, compared to [removed: 67%] [added: 76%] in [removed: 2020.][added: 2021, with the remaining U.S. Government contracts related to cost-reimbursable contracts ("cost-type").]

Under [removed: these types of] [added: fixed-price type] contracts, we bear the inherent risk that actual performance cost may exceed the fixed contract price.

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

Many of our government contracts are awarded after a competitive bidding process in which we seek to emphasize our ability to provide superior products and technical [removed: solutions in addition to competitive pricing.][added: solutions.]

[removed: Generally, most] [added: Most] raw materials used in our operations are readily available; however, during [removed: 2021,] [added: 2022,] we experienced supply chain [added: challenges, including increased lead times, as well as cost inflation for parts and components, logistics and labor due to availability] constraints and [removed: price volatility on some raw materials.][added: high demand.]

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

Prices of certain key raw materials and electronic components [added: have fluctuated in the past and] are expected to fluctuate in the future.

Teledyne Technologies Incorporated is a Delaware corporation that became an independent public company effective November 29, 1999.

The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Item [7](#i7462350bac404defb2a541675317de68_40) of this Form 10-K.

Consistent with our strategy, we completed two acquisitions in 2022 and one acquisition in 2021.

Our May 2021 acquisition of FLIR was our largest acquisition to date.

The financial results of these acquisitions have been included since the respective date of each acquisition.

See Note [3](#i7462350bac404defb2a541675317de68_202) for additional information about our recent acquisitions.

As discussed in Note [18](#i7462350bac404defb2a541675317de68_247), we have completed one acquisition in early 2023, which is part of the Digital Imaging segment.

Additional financial information about our business segments can be found in Note [4](#i7462350bac404defb2a541675317de68_238).

| | | | | | | Percentage of Total Net Sales | | | | | | | | | | | | | | |

| Segment contribution to total net sales: | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Digital Imaging | | | | | | 57 | | % | | | | 52 | | % | | | | 32 | | % |

| Instrumentation | | | | | | 23 | | % | | | | 25 | | % | | | | 35 | | % |

| Aerospace and Defense Electronics | | | | | | 12 | | % | | | | 14 | | % | | | | 19 | | % |

| Engineered Systems | | | | | | 8 | | % | | | | 9 | | % | | | | 14 | | % |

| | | | | | | 100 | | % | | | | 100 | | % | | | | 100 | | % |

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

Total sales to international customers were $2,586.0 million in 2022 and $2,147.9 million in 2021.

Of these sales to international customers, our businesses in the United States accounted for $837.9 million in 2022 and $723.9 million in 2021.

There were no sales to individual countries outside of the United States in excess of 10% of the Company’s sales.

With the exception of the Engineered Systems segment, no U.S Government program in 2022 or 2021 accounted for more than 10% of net sales for any of our segments or for the total Company.

During 2022 and 2021, contracts terminated by the U.S. Government have not materially impacted our results of operations.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

We expect inflationary and supply chain constraint trends to continue in 2023.

Several Teledyne businesses, including across our segments, have been marketing and selling products collaboratively to similar customers.

The CSR report,

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

The CSR Report includes data on Teledyne’s combined direct emissions (“Scope 1”) and indirect emissions from purchased energy (“Scope 2”), workplace safety, water usage, waste generation and recycling and workplace demographics.

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| | | | | | | | | | | | | Gender (Self-Reported) | | | | | | | | |

| Asia-Pacific Region | | | 3% | | | 41.1 | | | 7.8 | | | 52% | | | 23% | | | 25% | | |

Various initiatives include developing relationships with universities with higher underrepresentation, creating diverse talent pools, and increasing networking and referrals with diverse professional organizations.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

positions at Teledyne.

Our employees have access to Teledyne University, a learning platform.

For discussion on our business and strategy for 2020 and 2019 see our Annual Report on Form 10-K for the fiscal year ended January 3, 2021; for a discussion of our 2020 acquisition, see Item 7.

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.

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

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.

Our Instrumentation segment represented approximately 25% of our net sales for 2021.

Our Aerospace and Defense Electronics segment represented approximately 14% of our net sales for 2021.

Our Engineered Systems segment represented approximately 9% of our net sales for 2021.

Sales to international customers accounted for approximately 47% of total sales in 2021 compared with 45% in 2020.

default.

We had no U.S. Government contracts terminated for convenience or default in 2021 or 2020.

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

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

States and in other countries.

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

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

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

| | | | | | | | | | | | | Gender | | | | | | | | |

| Asia-Pacific Region | | | 3% | | | 38.5 | | | 7.2 | | | 53% | | | 24% | | | 23% | | |

We are piloting an anonymized review/resume redaction process and we expanded our recruitment sources to attract more diverse candidates.

We work with many outreach programs, including the National Society of Black Engineers and the Society of Women Engineers.

We also began working with INROADS, a non-profit organization that creates pathways to careers for ethnically diverse high school and college students across the country, to improve our access to diverse candidates.

*Talent Acquisition*

We appreciate the benefits of diversity and support programs increasing the inclusion of underrepresented and minority groups, including the enablement of persons with disabilities, and the advancement of women in professional fields, particularly in science, technology, engineering and math (“STEM”).

We work with various organizations to increase diversity in our pool of available candidates to fill our STEM-based and other hard-to-fill positions.

As part of our outreach and development efforts for women in the science, technology, and engineering fields, we have participated in the Women in Science and Engineering Conference for Girls in various locations in the U.S. We have also been a consistent sponsor of the Young Woman Engineer of the Year Awards in the United Kingdom (“U.K.”).

This event helps young students, school leavers and degree students understand more about engineering by learning about day-to-day jobs and personal experiences.

It is also designed to encourage young talent to pursue a career in STEM.

These reimbursements help employees advance their education.

In 2020, we launched Teledyne University, a learning platform for employees.

Information pertaining to legal proceedings can be found in Note [1](#i7462350bac404defb2a541675317de68_244)[7](#i7462350bac404defb2a541675317de68_244) and is incorporated by reference herein.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

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, personal injury, patent infringement, commercial contracts, employment and employee benefits.

While we cannot predict the outcome of any lawsuit, claim or proceeding, our management does not believe that the disposition of any pending matters is likely to have a material adverse effect on our business, financial condition or liquidity.

[Table of [removed: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)][added: Contents](#i7462350bac404defb2a541675317de68_7)]

For the fiscal year ended January [removed: 2, 2022][added: 1, 2023]

Registrant’s telephone number, including area code: [removed: (805)-373-4545][added: (805) 373-4545]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

As of July [removed: 2, 2021,] [added: 1, 2022,] 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: $19.4] [added: $17.3] billion.

At February [removed: 23, 2022,] [added: 17, 2023,] there were [removed: 47,194,791] [added: 46,995,252] shares of the registrant’s Common Stock outstanding.

Portions of the registrant's proxy statement to be filed subsequently with the Securities and Exchange Commission pursuant to Regulation 14A for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference in Part III of this [added: Annual] Report on Form 10-K.

| | | | [Item 1. [removed: Business](#i6eddc44bfc0a443ba1453a3827137e99_13)] [added: Business](#i7462350bac404defb2a541675317de68_13)] | | | [removed: [1](#i6eddc44bfc0a443ba1453a3827137e99_13)] [added: [1](#i7462350bac404defb2a541675317de68_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#i6eddc44bfc0a443ba1453a3827137e99_16)] [added: Factors](#i7462350bac404defb2a541675317de68_16)] | | | [removed: [6](#i6eddc44bfc0a443ba1453a3827137e99_16)] [added: [6](#i7462350bac404defb2a541675317de68_16)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i6eddc44bfc0a443ba1453a3827137e99_19)] [added: Comments](#i7462350bac404defb2a541675317de68_19)] | | | [removed: [20](#i6eddc44bfc0a443ba1453a3827137e99_19)] [added: [19](#i7462350bac404defb2a541675317de68_19)] | | |

| | | | [Item 2. [removed: Properties](#i6eddc44bfc0a443ba1453a3827137e99_22)] [added: Properties](#i7462350bac404defb2a541675317de68_22)] | | | [removed: [20](#i6eddc44bfc0a443ba1453a3827137e99_22)] [added: [19](#i7462350bac404defb2a541675317de68_22)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#i6eddc44bfc0a443ba1453a3827137e99_25)] [added: Proceedings](#i7462350bac404defb2a541675317de68_25)] | | | [removed: [20](#i6eddc44bfc0a443ba1453a3827137e99_25)] [added: [19](#i7462350bac404defb2a541675317de68_25)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#i6eddc44bfc0a443ba1453a3827137e99_28)] [added: Disclosures](#i7462350bac404defb2a541675317de68_28)] | | | [removed: [20](#i6eddc44bfc0a443ba1453a3827137e99_28)] [added: [20](#i7462350bac404defb2a541675317de68_28)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6eddc44bfc0a443ba1453a3827137e99_34)] [added: Securities](#i7462350bac404defb2a541675317de68_34)] | | | [removed: [20](#i6eddc44bfc0a443ba1453a3827137e99_34)] [added: [20](#i7462350bac404defb2a541675317de68_34)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i6eddc44bfc0a443ba1453a3827137e99_40)s] [added: Operation](#i7462350bac404defb2a541675317de68_40)s] | | | [removed: [21](#i6eddc44bfc0a443ba1453a3827137e99_40)] [added: [20](#i7462350bac404defb2a541675317de68_40)] | | |

| | | | [Item 7A. Quantitative and Qualitative [removed: Disclosure About] [added: Disclosure](#i7462350bac404defb2a541675317de68_79)[s](#i7462350bac404defb2a541675317de68_79) [About] Market [removed: Risk](#i6eddc44bfc0a443ba1453a3827137e99_79)] [added: Risk](#i7462350bac404defb2a541675317de68_79)] | | | [removed: 43] [added: [33](#i7462350bac404defb2a541675317de68_79)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i6eddc44bfc0a443ba1453a3827137e99_85)] [added: Data](#i7462350bac404defb2a541675317de68_85)] | | | [removed: [43](#i6eddc44bfc0a443ba1453a3827137e99_85)] [added: [33](#i7462350bac404defb2a541675317de68_85)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6eddc44bfc0a443ba1453a3827137e99_91)] [added: Disclosure](#i7462350bac404defb2a541675317de68_91)] | | | [removed: [43](#i6eddc44bfc0a443ba1453a3827137e99_91)] [added: [33](#i7462350bac404defb2a541675317de68_91)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#i6eddc44bfc0a443ba1453a3827137e99_97)] [added: Procedures](#i7462350bac404defb2a541675317de68_97)] | | | [removed: [43](#i6eddc44bfc0a443ba1453a3827137e99_97)] [added: [33](#i7462350bac404defb2a541675317de68_97)] | | |

| | | | [Item 9B. Other [removed: Information](#i6eddc44bfc0a443ba1453a3827137e99_109)] [added: Information](#i7462350bac404defb2a541675317de68_109)] | | | [removed: [43](#i6eddc44bfc0a443ba1453a3827137e99_109)] [added: [34](#i7462350bac404defb2a541675317de68_109)] | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6eddc44bfc0a443ba1453a3827137e99_2546)] [added: Inspections](#i7462350bac404defb2a541675317de68_115)] | | | [removed: [44](#i6eddc44bfc0a443ba1453a3827137e99_2546)] [added: [34](#i7462350bac404defb2a541675317de68_115)] | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i6eddc44bfc0a443ba1453a3827137e99_118)] [added: Governance](#i7462350bac404defb2a541675317de68_121)] | | | [removed: [44](#i6eddc44bfc0a443ba1453a3827137e99_118)] [added: [34](#i7462350bac404defb2a541675317de68_121)] | | |

| | | | [Item 11. Executive [removed: Compensation](#i6eddc44bfc0a443ba1453a3827137e99_124)] [added: Compensation](#i7462350bac404defb2a541675317de68_127)] | | | [removed: [44](#i6eddc44bfc0a443ba1453a3827137e99_124)] [added: [34](#i7462350bac404defb2a541675317de68_127)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6eddc44bfc0a443ba1453a3827137e99_130)] [added: Matters](#i7462350bac404defb2a541675317de68_133)] | | | [removed: [44](#i6eddc44bfc0a443ba1453a3827137e99_130)] [added: [34](#i7462350bac404defb2a541675317de68_133)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i6eddc44bfc0a443ba1453a3827137e99_136)] [added: Independence](#i7462350bac404defb2a541675317de68_139)] | | | [removed: [44](#i6eddc44bfc0a443ba1453a3827137e99_136)] [added: [34](#i7462350bac404defb2a541675317de68_139)] | | |

| | | | [Item 14. Principal Accountant Fees and [removed: Services](#i6eddc44bfc0a443ba1453a3827137e99_142)] [added: Services](#i7462350bac404defb2a541675317de68_145)] | | | [removed: [44](#i6eddc44bfc0a443ba1453a3827137e99_142)] [added: [34](#i7462350bac404defb2a541675317de68_145)] | | |

| | | | [Item 15. Exhibits and Financial Statement [removed: Schedules](#i6eddc44bfc0a443ba1453a3827137e99_151)] [added: Schedules](#i7462350bac404defb2a541675317de68_154)] | | | [removed: [44](#i6eddc44bfc0a443ba1453a3827137e99_151)] [added: [34](#i7462350bac404defb2a541675317de68_154)] | | |

| | | | [removed: [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)] [added: [I](#i7462350bac404defb2a541675317de68_160)[ndex](#i7462350bac404defb2a541675317de68_160) [](#i7462350bac404defb2a541675317de68_160)[to](#i7462350bac404defb2a541675317de68_160) [F](#i7462350bac404defb2a541675317de68_160)[inancial](#i7462350bac404defb2a541675317de68_160) [S](#i7462350bac404defb2a541675317de68_160)[tatements and](#i7462350bac404defb2a541675317de68_160) [R](#i7462350bac404defb2a541675317de68_160)[elated](#i7462350bac404defb2a541675317de68_160) [I](#i7462350bac404defb2a541675317de68_160)[nformation](#i7462350bac404defb2a541675317de68_160)] | | | [removed: [45](#i6eddc44bfc0a443ba1453a3827137e99_157)] [added: [36](#i7462350bac404defb2a541675317de68_160)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#i6eddc44bfc0a443ba1453a3827137e99_256)] [added: Summary](#i7462350bac404defb2a541675317de68_259)] | | | [removed: [85](#i6eddc44bfc0a443ba1453a3827137e99_256)] [added: [74](#i7462350bac404defb2a541675317de68_259)] | | |

In this Annual Report on Form 10-K, Teledyne Technologies Incorporated is sometimes referred to as the [removed: “Company”] [added: “Company”, “Teledyne”, "we", "our"] or [removed: “Teledyne”.][added: "us".]

For a discussion of risk factors and uncertainties associated with Teledyne and any [removed: forward looking] [added: forward-looking] statements made by us, see the discussion beginning on page [removed: 6] [added: [6](#i7462350bac404defb2a541675317de68_16)] of this Annual Report on Form 10-K.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| | | | [Item 6.](#i7462350bac404defb2a541675317de68_37) [\[](#i7462350bac404defb2a541675317de68_37)Reserved\] | | | [20](#i7462350bac404defb2a541675317de68_37) | | |

| | | | [Exhibit](#i7462350bac404defb2a541675317de68_262) [Index](#i7462350bac404defb2a541675317de68_262) | | | [75](#i7462350bac404defb2a541675317de68_262) | | |

| | | | [Signatures](#i7462350bac404defb2a541675317de68_265) | | | [80](#i7462350bac404defb2a541675317de68_265) | | |

In this document, for any references to Note [1](#i7462350bac404defb2a541675317de68_193) through Note [1](#i7462350bac404defb2a541675317de68_247)[8](#i7462350bac404defb2a541675317de68_247), refer to the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| | | | [Item 6. Selected Financial Data](#i6eddc44bfc0a443ba1453a3827137e99_37) | | | [20](#i6eddc44bfc0a443ba1453a3827137e99_37) | | |

| | | | [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.

[removed: The] [added: -] Digital [removed: Imaging segment has principal operations in the United States, the United Kingdom,] [added: Imaging - Belgium,] Canada, [added: Estonia,] France, [removed: Sweden,] the Netherlands, [removed: Belgium, Estonia and] [added: Norway, Sweden,] the United Arab Emirates, the [removed: Instrumentation segment has principal operations in the] United [removed: States, the United Kingdom, Denmark and France, the Aerospace and Defense Electronics segment with principal operations in the United States and the United] Kingdom and the [removed: Engineered Systems segment has principal operations in the] United [removed: States.][added: States]

At January 1, 2023, our principal operating facilities by segment were located as follows (countries and states listed alphabetically):

◦The United States includes principal operating facilities in California, Florida, Indiana, Maryland, Massachusetts, Montana, New Jersey, Oklahoma, Oregon, and Pennsylvania

- Instrumentation - Denmark, France, the United Kingdom and the United States

◦The United States includes principal operating facilities in California, Colorado, Florida, Massachusetts, Nebraska, New Hampshire, New York, Ohio, Pennsylvania, Texas and Virginia

- Aerospace and Defense Electronics - the United Kingdom and the United States

◦The United States includes principal operating facilities in California and Illinois

- Engineered Systems - the United States, including principal operating facilities in Alabama, Maryland and Tennessee

Our principal research and development center is also located in Thousand Oaks, California.

As of February [removed: 23, 2022,] [added: 17, 2023,] there were [removed: 2,520] [added: 2,423] holders of record of the Common Stock.

See Note [removed: 8 of the Notes to Consolidated Financial Statements] [added: [11](#i7462350bac404defb2a541675317de68_220)] for additional information about our stock repurchase program.

Reserved

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

The information required by this item is included in this Report on pages [removed: 45] [added: [36](#i7462350bac404defb2a541675317de68_154)] through [removed: 85.][added: [74](#i7462350bac404defb2a541675317de68_256).]

See the “Index to Financial Statements and Related Information” on page [removed: 45.][added: [36](#i7462350bac404defb2a541675317de68_157).]

Teledyne’s disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that it files or submits, under the [removed: Securities] Exchange [removed: Act of 1934,] [added: Act,] was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the [removed: Securities and Exchange Commission] [added: SEC] and to provide reasonable assurance that information required to be disclosed by us in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s Chairman, President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have evaluated the effectiveness, as of January [removed: 2, 2022,] [added: 1, 2023,] of the Company’s “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) under the [removed: Securities and] Exchange [removed: Act of 1934, as amended (“the Exchange Act”).][added: 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: 2, 2022,] [added: 1, 2023,] are effective.

See Management Statement on page [removed: 46] [added: [37](#i7462350bac404defb2a541675317de68_163)] for management’s annual report on internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm on page [removed: 47] [added: [38](#i7462350bac404defb2a541675317de68_166)] 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: 2, 2022,] [added: 1, 2023,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

The Company maintains a Sarbanes-Oxley Disclosure Committee, which is comprised of senior representatives of the Company, including members of our finance, accounting, tax, internal audit and legal departments.

The Company’s Sarbanes-Oxley Disclosure Committee includes the following members:

Carl W.

Adams, Vice President, Business Risk Assurance

Cynthia Belak, Vice President and Controller

Stephen F.

Blackwood, Senior Vice President, Strategic Sourcing, Tax and Treasurer

Melanie S.

Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

Duncan Forsythe, Associate Vice President, Taxation

Michael C.

Lee, Director, Global Income Tax Accounting

Brian A.

Levan, Senior Director of Financial Reporting and Assistant Controller

Susan L.

Main, Senior Vice President and Chief Financial Officer

S.

Paul Sassalos, Associate Vice President, Associate General Counsel and Assistant Secretary

Jason VanWees, Vice Chairman

Tyler D.

Vernon, Senior Director and Assistant Controller

[Table of Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)

Not applicable.

None

The information required by this item is set forth in the [removed: 2022] [added: 2023] 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”.][added: Committee” and is incorporated herein by reference.]

This information is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2022] [added: 2023] Proxy Statement under the captions “Executive and Director Compensation” and “Personnel and Compensation Committee [removed: Report.” This information is] [added: Report”] incorporated herein by reference.

The information required by this item is set forth in the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 45] [added: [3](#i7462350bac404defb2a541675317de68_157)[6](#i7462350bac404defb2a541675317de68_157)] of this Report, which is incorporated herein by [removed: reference.]

See Schedule II captioned “Valuation and Qualifying Accounts” on page [removed: 85] [added: [74](#i7462350bac404defb2a541675317de68_256)] of this Report, which is incorporated herein by reference.

[Table of [removed: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)][added: Contents](#i7462350bac404defb2a541675317de68_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#i6eddc44bfc0a443ba1453a3827137e99_163)] [added: Firm](#i7462350bac404defb2a541675317de68_166)] (PCAOB ID No. 34) | | | [removed: [47](#i6eddc44bfc0a443ba1453a3827137e99_163)] [added: [38](#i7462350bac404defb2a541675317de68_166)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6eddc44bfc0a443ba1453a3827137e99_166)] [added: Firm](#i7462350bac404defb2a541675317de68_169)] (PCAOB ID No. 34) | | | [removed: [48](#i6eddc44bfc0a443ba1453a3827137e99_166)] [added: [39](#i7462350bac404defb2a541675317de68_169)] | | |

| [Consolidated Statements of [removed: Income](#i6eddc44bfc0a443ba1453a3827137e99_169)] [added: Income](#i7462350bac404defb2a541675317de68_172)] | | | [removed: [50](#i6eddc44bfc0a443ba1453a3827137e99_169)] [added: [41](#i7462350bac404defb2a541675317de68_172)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6eddc44bfc0a443ba1453a3827137e99_172)] [added: Income](#i7462350bac404defb2a541675317de68_175)] | | | [removed: [50](#i6eddc44bfc0a443ba1453a3827137e99_172)] [added: [41](#i7462350bac404defb2a541675317de68_175)] | | |

| [Consolidated Balance [removed: Sheets](#i6eddc44bfc0a443ba1453a3827137e99_175)] [added: Sheets](#i7462350bac404defb2a541675317de68_178)] | | | [removed: [51](#i6eddc44bfc0a443ba1453a3827137e99_175)] [added: [42](#i7462350bac404defb2a541675317de68_178)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i6eddc44bfc0a443ba1453a3827137e99_181)] [added: Equity](#i7462350bac404defb2a541675317de68_184)] | | | [removed: [52](#i6eddc44bfc0a443ba1453a3827137e99_181)] [added: [43](#i7462350bac404defb2a541675317de68_184)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6eddc44bfc0a443ba1453a3827137e99_184)] [added: Flows](#i7462350bac404defb2a541675317de68_187)] | | | [removed: [53](#i6eddc44bfc0a443ba1453a3827137e99_184)] [added: [44](#i7462350bac404defb2a541675317de68_187)] | | |

| [Notes [removed: to Consolidated] [added: to](#i7462350bac404defb2a541675317de68_190) [](#i7462350bac404defb2a541675317de68_190)[Consolidated] Financial [removed: Statements](#i6eddc44bfc0a443ba1453a3827137e99_187)] [added: Statements](#i7462350bac404defb2a541675317de68_190)] | | | [removed: [54](#i6eddc44bfc0a443ba1453a3827137e99_187)] [added: [45](#i7462350bac404defb2a541675317de68_190)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i6eddc44bfc0a443ba1453a3827137e99_253)] [added: Accounts](#i7462350bac404defb2a541675317de68_256)] | | | [removed: [85](#i6eddc44bfc0a443ba1453a3827137e99_253)] [added: [74](#i7462350bac404defb2a541675317de68_256)] | | |

We are responsible for the preparation of the financial statements included in this Annual [removed: Report.][added: Report on Form 10-K.]

The other financial information contained in this Annual Report [added: on Form 10-K] is consistent with the financial statements.

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January [removed: 2, 2022.][added: 1, 2023.]

[removed: We have included the financial] [added: The] results of this acquisition [added: have been included] in [removed: our consolidated financial statements from] [added: Teledyne’s results since] the [removed: date] [added: dates] of acquisition.

Based on this evaluation we believe that, as of January [removed: 2, 2022,] [added: 1, 2023,] the Company’s internal controls over financial reporting were effective.

Their report appears on page [removed: [4](#i6eddc44bfc0a443ba1453a3827137e99_163)[7](#i6eddc44bfc0a443ba1453a3827137e99_163)] [added: [38](#i7462350bac404defb2a541675317de68_166)] of this Annual Report.

Date: February [removed: 25, 2022][added: 24, 2023]

To the Stockholders and [added: the] Board of Directors 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: 2, 2022,] [added: 1, 2023,] 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: 2, 2022,] [added: 1, 2023,] 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: 2, 2022,] [added: 1, 2023,] of the Company and our report dated February [removed: 25, 2022,] [added: 24, 2023,] expressed an unqualified opinion on those financial [removed: statements and financial statement schedule.][added: statements.]

[removed: February 25, 2022][added: | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Teledyne Technologies Incorporated and subsidiaries (the [removed: “Company”)] [added: "Company")] as of January [removed: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021,] [added: 2, 2022,] the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended January [removed: 2, 2022,] [added: 1, 2023,] and the related notes and the schedule listed in the Index at Item [removed: 15] [added: [15](#i7462350bac404defb2a541675317de68_154)] (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: 2, 2022] [added: 1, 2023] and January [removed: 3, 2021,] [added: 2, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 2, 2022,] [added: 1, 2023,] 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: 2, 2022,] [added: 1, 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 25, 2022,] [added: 24, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The [removed: provisional] [added: estimation of] fair value [removed: determination of the acquired intangible assets required] [added: using these quantitative approaches requires] management to make significant estimates and assumptions related to future revenue [removed: projections.][added: projections and the selected discount rates.]

Given the [added: estimation of] fair value [removed: determination] of [added: both] the [removed: acquired intangibles for] FLIR [added: reporting unit and FLIR indefinite lived trademarks] requires management to make significant estimates and assumptions related to the forecasts of future revenue [removed: projections,] [added: projections and the selection of the discount rates,] 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 [added: internal] fair value specialists.

Our audit procedures related to [added: the forecasts of future] revenue projections [added: and the discount rate] used to estimate the fair value of the [removed: intangible assets acquired] [added: FLIR reporting unit and the FLIR indefinite lived trademark as of the impairment test date] included the following, among others:

- 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, [added: and] (3) the Company’s similar historical acquisitions and reporting units.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | [removed: 4,614.3] [added: 5,458.6] | | | | | $ | [removed: 3,086.2] [added: 4,614.3] | | | | | $ | [removed: 3,163.6] [added: 3,086.2] | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | | | | [removed: 2,772.9] [added: 3,128.3] | | | | | | [removed: 1,905.3] [added: 2,772.9] | | | | | | [removed: 1,920.3] [added: 1,905.3] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative [removed: expenses] | | | | | | [removed: 1,067.8] [added: 1,156.6] | | | | | | [removed: 662.0] [added: 1,067.8] | | | | | | [removed: 715.1] [added: 662.0] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquired intangible asset amortization | | | | | | [removed: 149.3] [added: 201.7] | | | | | | [removed: 38.8] [added: 149.3] | | | | | | [removed: 36.5] [added: 38.8] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total costs and expenses | | | | | | [removed: 3,990.0] [added: 4,486.6] | | | | | | [removed: 2,606.1] [added: 3,990.0] | | | | | | [removed: 2,671.9] [added: 2,606.1] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating [removed: income] [added: income (loss)] | | | | | | [removed: 624.3] [added: 972.0] | | | | | | [removed: 480.1] [added: 624.3] | | | | | | [removed: 491.7] [added: 480.1] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest and debt expense, net | | | | | | [removed: (104.2)] [added: (89.3)] | | | | | | [removed: (15.3)] [added: (90.8)] | | | | | | [removed: (21.0)] [added: (15.3)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Non-service retirement benefit income | | | | | | [removed: 11.2] [added: 11.4] | | | | | | [removed: 12.1] [added: 11.2] | | | | | | [removed: 8.0] [added: 12.1] | | | | | | | | | | | | | | | | | | | | | | | | | | |

reference.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| [Management Statement](#i7462350bac404defb2a541675317de68_163) | | | [37](#i7462350bac404defb2a541675317de68_163) | | |

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

Date: February 24, 2023

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

February 24, 2023

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

To the Stockholders and the Board of Directors of Teledyne Technologies Incorporated

Goodwill and Indefinite-Lived Trademarks – FLIR Reporting Unit and Trademarks - Refer to Notes 2, 3, and 6 to the financial statements

The Company’s evaluation of goodwill and indefinite lived intangible assets for impairment involves the comparison of the fair value of each reporting unit and indefinite lived intangible asset to the respective carrying value.

The Company performed annual impairment tests using quantitative approaches for the FLIR reporting unit goodwill and the FLIR indefinite lived trademarks.

As of the annual impairment test date, the carrying value of the FLIR reporting unit goodwill and the FLIR indefinite lived trademarks were $5,748.0 million and $685.0 million, respectively.

Management used a combination of the discounted cash flow approach and the market approach to estimate fair value of the FLIR reporting unit, and the relief from royalty approach to estimate fair value of the FLIR indefinite lived trademarks.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

- We tested the effectiveness of management’s controls over the forecasted future revenue projections and the selected discount rate used to both estimate the fair value and perform the quantitative impairment tests for the FLIR reporting unit and FLIR indefinite lived trademarks.

- With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates of the discount rates and comparing those to the discount rates selected by management.

February 24, 2023

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| Gain (loss) on debt extinguishment | | | | | | 10.6 | | | | | | (13.4) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Less: Net income (loss) attributable to noncontrolling interest | | | | | | 0.3 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) including noncontrolling interest | | | | | | | | | | | | | | | $ | 788.9 | | | | | $ | 445.3 | | | | | $ | 401.9 | |

| Comprehensive income (loss) including noncontrolling interest | | | | | | | | | | | | | | | 492.4 | | | | | | 445.4 | | | | | | 447.6 | | |

| Less: Comprehensive income (loss) attributable to noncontrolling interest | | | | | | | | | | | | | | | 0.3 | | | | | | — | | | | | | — | | |

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| Redeemable Noncontrolling Interest | | | | | | 3.7 | | | | | | — | | |

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| Balance, January 1, 2023 | | | | | | $ | 0.5 | | | | | $ | 4,353.4 | | | | | $ | 4,561.8 | | | | | $ | (20.0) | | | | | $ | (726.5) | | | | | $ | 8,169.2 | | | | | | | | | | | | | | | | |

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| Net income (loss) including noncontrolling interest | | | | | | $ | 788.9 | | | | | $ | 445.3 | | | | | $ | 401.9 | |

| Liquidations of cross currency swap | | | | | | 43.1 | | | | | | — | | | | | | — | | |

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

January 1, 2023

*Basis of Presentation*

In the current year, gain (loss) on debt extinguishment is presented as separate line item on the income statement.

Amounts billed

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

The Company recognizes a liability for these interim and advance payments in excess of revenue recognized and present it as a contract liability.

*Pension and Postretirement Costs*

The Company’s accounting for its defined benefit pension plans requires that amounts recognized in financial statements be determined on an actuarial basis, rather than as contributions are made to the plan.

| [Management Statement](#i6eddc44bfc0a443ba1453a3827137e99_160) | | | [46](#i6eddc44bfc0a443ba1453a3827137e99_160) | | |

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

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.

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.

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

*Critical Audit Matter Description*

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.

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

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

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.

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.

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.

e.We also involved international tax professionals with specialized skills and knowledge in foreign tax law, who assisted in:

–inspecting management prepared tax positions and external tax opinion documentation and comparing to interpretation of tax law

–performing independent evaluation of tax positions and assumptions and comparing the results to the Company’s position, challenging the need for an uncertain tax position liability and disclosure

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

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

| Balance, December 31, 2018 | | | | | | $ | 0.4 | | | | | $ | 343.7 | | | | | $ | (144.9) | | | | | $ | 2,523.7 | | | | | $ | (493.2) | | | | | $ | 2,229.7 | | | | | | | | | | | | | | | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 445.3 | | | | | | — | | | | | | 445.3 | | | | | | | | | | | | | | | | | |

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

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

| Net proceeds from credit facility | | | | | | — | | | | | | — | | | | | | 96.0 | | |

Teledyne consists of the Digital Imaging segment with principal operations in the United States, the United Kingdom, Canada, France, Sweden, the Netherlands, Belgium, Estonia and the United Arab Emirates: the Instrumentation segment with principal operations in the United States, the United Kingdom, 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 with principal operations in the United States.

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 a separate balance sheet line.

On May 14, 2021, Teledyne completed the acquisition of FLIR, and the financial results of FLIR have been included since the date of the acquisition.

[Table of [removed: Contents](#i6eddc44bfc0a443ba1453a3827137e99_7)][added: Contents](#i7462350bac404defb2a541675317de68_7)]

| 3.2 | | | | | | [removed: [Third Amended] [added: [F](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm)[o](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm)[urth](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm) [Amended] and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit [removed: 3.1 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm)[2](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm) [to] the Company’s Current Report on Form 8-K [removed: dated August 27, 2021 (File] [added: dated](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm) [December 20, 2022](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm) [(File] No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/0001094285/000109428521000148/a2021august-amendedandrest.htm)] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm)] | | |

| 4.1 | | | | | | [Description of the Registrant's [removed: 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)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm) [(incorporated](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm) [by reference](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm) [to Ex](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm)[hibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm) [year ended January 2, 2022 (File](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm) [No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm)[)](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm)] | | |

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

| 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 [removed: 2018 (incorporated] [added: 2018](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [to Robert Me](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[h](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[rabian and Aldo Pichelli](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) [(incorporated] by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2019 File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) | | | | | |

| [removed: 10.22] [added: 10.31] | | | | | | [removed: [Employment Agreement, by and between Teledyne] [added: [Teledyne] Technologies Incorporated [removed: and Aldo Pichelli, dated] [added: Executive Deferred Compensation Plan,] as [added: originally effective as] of [removed: October 23, 2018.] [added: November 29, 1999, as amended and restated effective December 31, 2004] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K [removed: filed on October 23, 2018) (File] [added: dated December 31, 2008)(File] No. [removed: 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000109428518000146/exhibit1021.htm)] [added: 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w1.htm)] | | | | | |

| [removed: 10.24] [added: 10.45] | | | | | | [removed: [Amendment Number 2 to Employment Agreement] [added: [Second Supplemental Indenture,] dated as of [removed: August 27, 2021, by and] [added: May 14, 2021] between Teledyne [removed: Technologies Incorporated] [added: FLIR, LLC] and [removed: Aldo Pichelli] [added: 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 [removed: August 27, 2021] [added: May 14, 2021)] (File No. [removed: 1-15295))†](https://www.sec.gov/Archives/edgar/data/0001094285/000109428521000148/a2021amendmentno2-pichelli.htm) | | |] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)] | | |

| [removed: 10.26] [added: 10.30] | | | | | | [Amended and Restated Change in Control Severance Agreement, dated as of [removed: January 31,] [added: January31,] 2011, by and between Teledyne Technologies Incorporated and [removed: Al Pichelli] [added: Edwin Roks] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.40] to the [removed: Company’s Current] [added: Company's Annual] Report on Form [removed: 8-K dated January 31, 2011] [added: 10-K for the fiscal year end December 30, 2018] (File No. [removed: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w2.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428519000064/exhibit1040changeinctrlsev.htm)] | | | | | |

| [removed: 10.30] [added: 10.32] | | | | | | [Teledyne Technologies Incorporated [removed: Executive Deferred Compensation] [added: Pension Equalization/Benefit Restoration] Plan, as originally effective as of November 29, 1999, as amended and restated effective December 31, 2004 (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K dated December 31, [removed: 2008)(File] [added: 2008](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm) [](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm)[(File] No. [removed: 1-15295)†](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w1.htm)] [added: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm)] | | | | | |

| [removed: 10.31] [added: 10.33] | | | | | | [Teledyne Technologies [removed: Incorporated] Pension Equalization/Benefit Restoration [removed: Plan, as originally effective as] [added: Plan - Resolutions] of [removed: November 29, 1999, as amended and restated effective December 31, 2004] [added: the Plan Administration Committee] (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, [removed: 2008(File] [added: 2014 (File] No. [removed: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm)] [added: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000119312515003926/d846150dex102.htm)] | | | | | |

| [removed: 10.33] [added: 10.34] | | | | | | [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 10.2 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex102.htm) | | |

| [removed: 10.34] [added: 10.35] | | | | | | [First Amendment to Amended and Restated Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the 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 10.3 to the Company’s Quarterly Report on Form 10-Q dated October 3, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit103firstamendmentto.htm) | | |

| [removed: 10.35] [added: 10.36] | | | | | | [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) | | |

| [removed: 10.36] [added: 10.37] | | | | | | [Amended and Restated Term Loan Credit Agreement, dated October 30, 2019, by [removed: an among] [added: an](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm)[d](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm) [among] Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the several banks and other financial institutions form time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, and B of A Securities, Inc., as sole book manager and sole lead arranger (incorporated by [removed: reference to] [added: reference](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm) [to] Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 30, 2019).](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm) | | |

| [removed: 10.37] [added: 10.38] | | | | | | [First Amendment to Amended and Restated Term Loan Credit Agreement dated as of January 19, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, the several banks and other financial institutions from time to time parties thereto as lenders 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 January 19, 2021 File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex101.htm) | | |

| [removed: 10.38] [added: 10.39] | | | | | | [Second Amendment to Amended and Restated Term Loan Credit 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 10.3 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex103.htm) | | |

| [removed: 10.39] [added: 10.40] | | | | | | [Third Amendment to Amended and Restated Term Loan Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated October 3, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit104thirdamendmentto.htm) | | |

| [removed: 10.40] [added: 10.41] | | | | | | [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) | | |

| [removed: 10.41] [added: 10.42] | | | | | | [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 10.1 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex101.htm) | | |

| [removed: 10.42] [added: 10.43] | | | | | | [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) | | |

| [removed: 10.43] [added: 10.44] | | | | | | [Second Supplemental Indenture, dated as of May 14, 2021, between Teledyne Technologies 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 May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex101.htm) | | |

| 21 | | | | | | [Subsidiaries of Teledyne Technologies [removed: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex21subsidiariesoftele.htm)] [added: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000053/tdy-ex21subsidiariesoftele.htm)] | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm [removed: *](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex231consentofdeloitte.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000053/tdy-ex231consentofdeloitte.htm)] | | |

| 24.1 | | | | | | [Power of Attorney - [removed: Directors*](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/tdy-ex241powerofattorney20.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000053/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/1094285/000109428522000049/tdy-ex311_20220102xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000053/tdy-ex311_20230101xq4.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/1094285/000109428522000049/tdy-ex312_20220102xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000053/tdy-ex312_20230101xq4.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/1094285/000109428522000049/tdy-ex321_20220102xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000053/tdy-ex321_20230101xq4.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/1094285/000109428522000049/tdy-ex322_20220102xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000053/tdy-ex322_20230101xq4.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: 2, 2022:] [added: 1, 2023:] (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 [removed: 25, 2022.][added: 24, 2023.]

| Robert Mehrabian | | | | | | | | | | | | Executive Officer (Principal Executive Officer) and Director | | | | | | February [removed: 25, 2022] [added: 24, 2023] | | |

| Susan L. Main | | | | | | | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 25, 2022] [added: 24, 2023] | | |

| Cynthia Belak | | | | | | | | | | | | Controller (Principal Accounting Officer) | | | | | | February [removed: 25, 2022] [added: 24, 2023] | | |

| * | | | | | | | | | | | | Director | | | | | | February [removed: 25, 2022] [added: 24, 2023] | | |

None.

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

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[Table of Contents](#i7462350bac404defb2a541675317de68_7)

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

[Table of Contents](#i7462350bac404defb2a541675317de68_7)

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[Table of Contents](#i7462350bac404defb2a541675317de68_7)

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| Denise R. Singleton | | | | | | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

| * | | | | | | | | | | | | Director | | | | | | February 24, 2023 | | |

None

| 10.23 | | | | | | [Amendment No. 1 to Employment Agreement dated as of January 26, 2021, by and between Teledyne Technologies Incorporated and Aldo Pichelli*†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/pichelliemploymentagreemen.htm) | | | | | |

| 10.32 | | | | | | [Teledyne Technologies Pension Equalization/Benefit Restoration Plan - Resolutions of the Plan Administration Committee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, 2014 (File No. 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000119312515003926/d846150dex102.htm) | | | | | |

| 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) | | |

| 10.45 | | | | | | [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) | | |

| Denise R. Cade | | | | | | | | | | | | | | | | | | | | |