UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 28, 2020~~April 4, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-15295

TELEDYNE TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

25-1843385

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

1049 Camino Dos Rios

Thousand Oaks

California

91360-2362

(Address of principal executive offices)

(Zip Code)

805 373-4545

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TDY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

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 to Section 13(a) of the Exchange Act. ☐

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

Yes ☐

No ☒

There were ~~36,863,419~~37,067,616 shares of common stock, $.01 par value per share, outstanding as of ~~July 20, 2020.~~April 27, 2021.

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

TABLE OF CONTENTS

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE ~~SECOND~~FIRST QUARTER ENDED APRIL 4, 2021 AND ~~SIX MONTHS ENDED JUNE 28,~~MARCH 29, 2020 ~~AND JUNE 30, 2019~~

(Unaudited - Amounts in millions, except per-share amounts)


		Second Quarter						Six Months							First Quarter
		2020		2019		2020		2019			2021		2020
Net sales	Net sales	$	743.3	$	782.0	$	1,527.9	$	1,527.2	Net sales	$	805.7	$	784.6
Costs and expenses	Costs and expenses									Costs and expenses
Cost of sales	Cost of sales	460.6		463.6		953.2		927.5		Cost of sales	492.5		492.6
Selling, general and administrative expenses	Selling, general and administrative expenses	172.9		186.5		360.9		370.5		Selling, general and administrative expenses	178.0		188.0
Total costs and expenses	Total costs and expenses	633.5		650.1		1,314.1		1,298.0		Total costs and expenses	670.5		680.6
Operating income	Operating income	109.8		131.9		213.8		229.2		Operating income	135.2		104.0
Interest and debt expense, net	Interest and debt expense, net	(3.7)		(5.4)		(7.8)		(10.8)		Interest and debt expense, net	(35.7)		(4.1)
Non-service retirement benefit income	Non-service retirement benefit income	3.2		2.0		5.7		4.2		Non-service retirement benefit income	2.8		2.5
Other expense, net	Other expense, net	(1.4)		(0.6)		(2.8)		(1.8)		Other expense, net	(1.0)		(1.4)
Income before income taxes	Income before income taxes	107.9		127.9		208.9		220.8		Income before income taxes	101.3		101.0
Provision for income taxes	Provision for income taxes	14.2		23.3		33.0		40.9		Provision for income taxes	16.6		18.8

Net income	Net income	$	93.7	$	104.6	$	175.9	$	179.9	Net income	$	84.7	$	82.2

Basic earnings per common share	Basic earnings per common share	$	2.55	$	2.89	$	4.81	$	4.97	Basic earnings per common share	$	2.29	$	2.25
Weighted average common shares outstanding	Weighted average common shares outstanding	36.7		36.2		36.6		36.2		Weighted average common shares outstanding	37.0		36.6

Diluted earnings per common share	Diluted earnings per common share	$	2.48	$	2.80	$	4.65	$	4.82	Diluted earnings per common share	$	2.23	$	2.17
Weighted average diluted common shares outstanding	Weighted average diluted common shares outstanding	37.8		37.4		37.8		37.3		Weighted average diluted common shares outstanding	38.0		37.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE ~~SECOND~~FIRST QUARTER ENDED APRIL 4, 2021 AND ~~SIX MONTHS ENDED JUNE 28,~~MARCH 29, 2020 ~~AND JUNE 30, 2019~~

(Unaudited - Amounts in millions)


		Second Quarter						Six Months							First Quarter
		2020		2019		2020		2019			2021		2020
Net income	Net income	$	93.7	$	104.6	$	175.9	$	179.9	Net income	$	84.7	$	82.2
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign exchange translation adjustment	Foreign exchange translation adjustment	1.4		(4.6)		(59.9)		12.4		Foreign exchange translation adjustment	1.0		(61.3)
Hedge activity, net of tax	Hedge activity, net of tax	3.9		1.3		(2.0)		3.1		Hedge activity, net of tax	(0.1)		(5.9)
Pension and postretirement benefit adjustments, net of tax	Pension and postretirement benefit adjustments, net of tax	3.2		4.9		6.7		9.5		Pension and postretirement benefit adjustments, net of tax	4.3		3.5
Other comprehensive income (loss)	Other comprehensive income (loss)	8.5		1.6		(55.2)		25.0		Other comprehensive income (loss)	5.2		(63.7)

Comprehensive income	Comprehensive income	$	102.2	$	106.2	$	120.7	$	204.9	Comprehensive income	$	89.9	$	18.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited - Amounts in millions, except share amounts)


		June 28, 2020		December 29, 2019			April 4, 2021		January 3, 2021
Assets	Assets					Assets
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	382.8	$	199.5	Cash and cash equivalents	$	3,234.2	$	673.1

Accounts receivable, net	Accounts receivable, net	432.4		460.4		Accounts receivable, net	435.5		402.0
Unbilled receivables, net	Unbilled receivables, net	220.6		200.5		Unbilled receivables, net	203.7		222.1
Inventories, net	Inventories, net	392.3		393.4		Inventories, net	328.0		347.3

Prepaid expenses and other current assets	Prepaid expenses and other current assets	55.7		59.9		Prepaid expenses and other current assets	79.2		78.1

Total current assets	Total current assets	1,483.8		1,313.7		Total current assets	4,280.6		1,722.6
Property, plant and equipment, net of accumulated depreciation and amortization of $653.5 at June 28, 2020 and $623.9 at December 29, 2019		475.4		487.9
Property, plant and equipment, net of accumulated depreciation and amortization of $684.7 at April 4, 2021 and $673.4 at January 3, 2021						Property, plant and equipment, net of accumulated depreciation and amortization of $684.7 at April 4, 2021 and $673.4 at January 3, 2021	484.7		489.3
Goodwill	Goodwill	2,061.3		2,050.5		Goodwill	2,140.1		2,150.0
Acquired intangibles, net	Acquired intangibles, net	409.2		430.8		Acquired intangibles, net	397.1		409.7
Prepaid pension assets	Prepaid pension assets	83.1		71.8		Prepaid pension assets	74.3		67.9
Operating lease right-of-use assets	Operating lease right-of-use assets	120.4		127.1		Operating lease right-of-use assets	119.4		123.4
Other assets, net	Other assets, net	105.0		98.0		Other assets, net	122.2		121.9
Total Assets	Total Assets	$	4,738.2	$	4,579.8	Total Assets	$	7,618.4	$	5,084.8
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	245.0	$	271.1	Accounts payable	$	249.9	$	229.1
Accrued liabilities	Accrued liabilities	406.6		391.5		Accrued liabilities	402.5		434.2
Current portion of long-term debt and other debt	Current portion of long-term debt and other debt	100.6		100.6		Current portion of long-term debt and other debt	0		97.6

Total current liabilities	Total current liabilities	752.2		763.2		Total current liabilities	652.4		760.9
Long-term debt		750.8		750.0
Long-term debt, net of current portion						Long-term debt, net of current portion	3,243.3		680.9
Long-term operating lease liabilities	Long-term operating lease liabilities	111.7		119.3		Long-term operating lease liabilities	111.9		116.5

Other long-term liabilities	Other long-term liabilities	243.6		232.6		Other long-term liabilities	274.5		297.9
Total Liabilities	Total Liabilities	1,858.3		1,865.1		Total Liabilities	4,282.1		1,856.2
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity
Preferred stock, $0.01 par value; outstanding shares - NaN	Preferred stock, $0.01 par value; outstanding shares - NaN	—		—		Preferred stock, $0.01 par value; outstanding shares - NaN	0		0
Common stock, $0.01 par value; authorized 125,000,000 shares; issued shares: 37,697,865 at June 28, 2020 and December 29, 2019; outstanding shares: 36,856,873 at June 28, 2020 and 36,547,966 at December 29, 2019		0.4		0.4
Common stock, $0.01 par value; authorized 125,000,000 shares; issued shares: 37,697,865 at April 4, 2021 and January 3, 2021; outstanding shares: 37,060,838 at April 4, 2021 and 36,951,607 at January 3, 2021						Common stock, $0.01 par value; authorized 125,000,000 shares; issued shares: 37,697,865 at April 4, 2021 and January 3, 2021; outstanding shares: 37,060,838 at April 4, 2021 and 36,951,607 at January 3, 2021	0.4		0.4
Additional paid-in capital	Additional paid-in capital	376.2		360.5		Additional paid-in capital	398.4		389.9
Retained earnings	Retained earnings	3,101.9		2,926.0		Retained earnings	3,412.6		3,327.9
Treasury stock, 840,992 shares at June 28, 2020 and 1,149,899 shares at December 29, 2019		(67.6)		(96.4)
Treasury stock, 637,027 shares at April 4, 2021 and 746,258 shares at January 3, 2021						Treasury stock, 637,027 shares at April 4, 2021 and 746,258 shares at January 3, 2021	(50.2)		(59.5)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(531.0)		(475.8)		Accumulated other comprehensive loss	(424.9)		(430.1)

Total Stockholders’ Equity	Total Stockholders’ Equity	2,879.9		2,714.7		Total Stockholders’ Equity	3,336.3		3,228.6
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	4,738.2	$	4,579.8	Total Liabilities and Stockholders’ Equity	$	7,618.4	$	5,084.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In millions)


		Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total			Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance, December 29, 2019		$	0.4	$	360.5	$	(96.4)	$	2,926.0	$	(475.8)	$	2,714.7
Balance, January 3, 2021														Balance, January 3, 2021	$	0.4	$	389.9	$	(59.5)	$	3,327.9	$	(430.1)	$	3,228.6
Net income	Net income	—		—		—		82.2		—		82.2		Net income	—		—		—		84.7		—		84.7
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—		—		—		—		(63.7)		(63.7)		Other comprehensive income, net of tax	—		—		—		—		5.2		5.2
Treasury stock issued	Treasury stock issued	—		(9.4)		9.4		—		—		—		Treasury stock issued	—		(9.3)		9.3		—		—		0
Stock-based compensation	Stock-based compensation	—		9.6		—		—		—		9.6		Stock-based compensation	—		7.0		—		—		—		7.0
Exercise of stock options	Exercise of stock options	—		10.2		—		—		—		10.2		Exercise of stock options	—		10.8		—		—		—		10.8
Balance, March 29, 2020		0.4		370.9		(87.0)		3,008.2		(539.5)		2,753.0
Net income		—		—		—		93.7		—		93.7
Other comprehensive income, net of tax		—		—		—		—		8.5		8.5
Treasury stock issued		—		(19.4)		19.4		—		—		—
Stock-based compensation		—		6.7		—		—		—		6.7
Exercise of stock options		—		18.0		—		—		—		18.0
Balance, June 28, 2020		$	0.4	$	376.2	$	(67.6)	$	3,101.9	$	(531.0)	$	2,879.9
Balance, April 4, 2021														Balance, April 4, 2021	$	0.4	$	398.4	$	(50.2)	$	3,412.6	$	(424.9)	$	3,336.3


		Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total			Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance, December 30, 2018		$	0.4	$	343.7	$	(144.9)	$	2,523.7	$	(493.2)	$	2,229.7
Balance, December 29, 2019														Balance, December 29, 2019	$	0.4	$	360.5	$	(96.4)	$	2,926.0	$	(475.8)	$	2,714.7
Net income	Net income	—		—		—		75.3		—		75.3		Net income	—		—		—		82.2		—		82.2
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—		—		—		—		23.4		23.4		Other comprehensive income, net of tax	—		—		—		—		(63.7)		(63.7)
Treasury stock issued	Treasury stock issued	—		(15.0)		15.0		—		—		—		Treasury stock issued	—		(9.4)		9.4		—		—		0
Stock-based compensation	Stock-based compensation	—		10.9		—		—		—		10.9		Stock-based compensation	—		9.6		—		—		—		9.6
Exercise of stock options	Exercise of stock options	—		10.2		—		—		—		10.2		Exercise of stock options	—		10.2		—		—		—		10.2

Balance, March 31, 2019		0.4		349.8		(129.9)		2,599.0		(469.8)		2,349.5
Net income		—		—		—		104.6		—		104.6
Other comprehensive income, net of tax		—		—		—		—		1.6		1.6
Treasury stock issued		—		(14.7)		14.7		—		—		—
Stock based compensation		—		6.8		—		—		—		6.8
Exercise of stock options		—		10.5		—		—		—		10.5
Balance, June 30, 2019		$	0.4	$	352.4	$	(115.2)	$	2,703.6	$	(468.2)	$	2,473.0
Balance, March 29, 2020														Balance, March 29, 2020	$	0.4	$	370.9	$	(87.0)	$	3,008.2	$	(539.5)	$	2,753.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~THREE MONTHS ENDED ~~JUNE 28,~~APRIL 4, 2021 AND MARCH 29, 2020 ~~AND JUNE 30, 2019~~

(Unaudited - Amounts in millions)


		Six Months							Three Months
		2020		2019			2021		2020
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	175.9	$	179.9	Net income	$	84.7	$	82.2

Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	58.3		54.7		Depreciation and amortization	29.3		29.3

Stock-based compensation	Stock-based compensation	16.2		17.7		Stock-based compensation	7.0		9.6

Bridge financing and debt extinguishment expense						Bridge financing and debt extinguishment expense	30.5		0

Changes in operating assets and liabilities excluding the effect of business acquired:	Changes in operating assets and liabilities excluding the effect of business acquired:					Changes in operating assets and liabilities excluding the effect of business acquired:
Accounts receivable and unbilled receivables	Accounts receivable and unbilled receivables	0.5		(36.6)		Accounts receivable and unbilled receivables	(17.2)		(14.6)
Inventories	Inventories	(6.0)		(10.1)		Inventories	17.8		(16.4)

Accounts payable	Accounts payable	(20.4)		(7.8)		Accounts payable	24.3		(1.0)

Deferred and income taxes receivable/payable, net	Deferred and income taxes receivable/payable, net	28.3		(4.5)		Deferred and income taxes receivable/payable, net	(4.1)		9.1
Prepaid expenses and other assets	Prepaid expenses and other assets	10.5		(16.0)		Prepaid expenses and other assets	(0.1)		10.0
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(35.5)		(14.7)		Accrued expenses and other liabilities	(50.2)		(34.6)

Other operating, net	Other operating, net	4.4		0.7		Other operating, net	2.9		2.8

Net cash provided by operating activities	Net cash provided by operating activities	232.2		163.3		Net cash provided by operating activities	124.9		76.4
Investing Activities	Investing Activities					Investing Activities
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(36.8)		(39.4)		Purchases of property, plant and equipment	(17.6)		(20.2)
Purchase of businesses, net of cash acquired	Purchase of businesses, net of cash acquired	(29.0)		(222.5)		Purchase of businesses, net of cash acquired	0		(28.9)
Other investing, net		0.1		0.3

Net cash used in investing activities	Net cash used in investing activities	(65.7)		(261.6)		Net cash used in investing activities	(17.6)		(49.1)
Financing Activities	Financing Activities					Financing Activities
Net proceeds from credit facility		—		47.5

Net proceeds from fixed rate notes						Net proceeds from fixed rate notes	2,975.8		0
Net payments on other debt	Net payments on other debt	(0.4)		(2.2)		Net payments on other debt	(496.5)		(0.3)

Proceeds from exercise of stock options	Proceeds from exercise of stock options	28.2		20.7		Proceeds from exercise of stock options	10.8		10.2

Payments for bridge financing and debt extinguishment						Payments for bridge financing and debt extinguishment	(30.5)		0
Other financing, net	Other financing, net	—		(1.4)		Other financing, net	(5.6)		0
Net cash provided by financing activities	Net cash provided by financing activities	27.8		64.6		Net cash provided by financing activities	2,454.0		9.9
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(11.0)		(0.7)		Effect of exchange rate changes on cash	(0.2)		(5.3)
Change in cash and cash equivalents	Change in cash and cash equivalents	183.3		(34.4)		Change in cash and cash equivalents	2,561.1		31.9
Cash and cash equivalents—beginning of period	Cash and cash equivalents—beginning of period	199.5		142.5		Cash and cash equivalents—beginning of period	673.1		199.5
Cash and cash equivalents—end of period	Cash and cash equivalents—end of period	$	382.8	$	108.1	Cash and cash equivalents—end of period	$	3,234.2	$	231.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TELEDYNE TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~June 28, 2020~~April 4, 2021

Note 1. General

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Teledyne Technologies Incorporated (“Teledyne” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in notes to consolidated financial statements have been condensed or omitted pursuant to such rules and regulations, but resultant disclosures are in accordance with generally accepted accounting principles ~~generally accepted~~ in the United States (“GAAP”) as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes in Teledyne’s Annual Report on Form 10-K for the fiscal year ended ~~December 29, 2019~~January 3, 2021 (“~~2019~~2020 Form 10-K”).

In the opinion of Teledyne’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, Teledyne’s consolidated financial position as of ~~June 28, 2020~~April 4, 2021 and the consolidated results of operations, consolidated comprehensive income ~~for the second quarter and six months then ended~~ and the consolidated cash flows for the ~~six~~three months then ended. The results of operations and cash flows for the ~~periods~~period ended ~~June 28, 2020~~April 4, 2021 are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year. Certain prior year amounts have been reclassified to conform to the current period ~~presentation related to the segment realignment in the third quarter of 2019.~~presentation.

Cash Equivalents

Cash equivalents consist of highly liquid money-market mutual funds and bank deposits with maturities of three months or less when purchased. The Company has categorized its cash equivalents as a Level 1 financial asset, measured at fair value based on quoted prices in active markets of identical assets. Cash equivalents totaled ~~$203.0~~$3,065.8 million at ~~June 28, 2020. There were 0 cash equivalents~~April 4, 2021 and $471.0 million at ~~December 29, 2019.~~

~~Recent Accounting Pronouncements~~

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. We adopted the new guidance as of December 30, 2019 which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The standard replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The standard requires a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We adopted the new guidance as of December 30, 2019 using the modified retrospective approach related to our accounts receivables and contract assets, resulting in no cumulative adjustment to retained earnings. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements.

3, 2021.

~~Table of Contents~~

Note 2. Accumulated Other Comprehensive Loss

The changes in AOCI by component, net of tax, for the ~~second~~first quarter ended ~~June 28,~~April 4, 2021 and March 29, 2020 ~~and June 30, 2019~~ are as follows (in millions):

Foreign Currency Translation Cash Flow Hedges and Other Pension and Postretirement Benefits Total
Balance as of March 29, 2020 $ (211.7) $ (8.2) $ (319.6) $ (539.5)
   Other comprehensive income/(loss) before reclassifications 1.4 (0.2) — 1.2
   Amounts reclassified from AOCI — 4.1 3.2 7.3
Net other comprehensive income 1.4 3.9 3.2 8.5
Balance as of June 28, 2020 $ (210.3) $ (4.3) $ (316.4) $ (531.0)
Foreign Currency Translation Cash Flow Hedges and Other Pension and Postretirement Benefits Total
Balance as of March 31, 2019 $ (164.5) $ (3.1) $ (302.2) $ (469.8)
   Other comprehensive income/(loss) before reclassifications (4.6) 0.5 — (4.1)
   Amounts reclassified from AOCI — 0.8 4.9 5.7
Net other comprehensive income/(loss) (4.6) 1.3 4.9 1.6
Balance as of June 30, 2019 $ (169.1) $ (1.8) $ (297.3) $ (468.2)


	Foreign Currency Translation		Cash Flow Hedges and Other		Pension and Postretirement Benefits		Total
Balance as of January 3, 2021	$	(84.6)	$	2.3	$	(347.8)	$	(430.1)
Other comprehensive income before reclassifications	1.0		9.5		0		10.5
Amounts reclassified from AOCI	0		(9.6)		4.3		(5.3)
Net other comprehensive income (loss)	1.0		(0.1)		4.3		5.2

Balance as of April 4, 2021	$	(83.6)	$	2.2	$	(343.5)	$	(424.9)

	Foreign Currency Translation		Cash Flow Hedges and Other		Pension and Postretirement Benefits		Total
Balance as of December 29, 2019	$	(150.4)	$	(2.3)	$	(323.1)	$	(475.8)
Other comprehensive loss before reclassifications	(61.3)		(3.6)		0		(64.9)
Amounts reclassified from AOCI	0		(2.3)		3.5		1.2
Net other comprehensive income (loss)	(61.3)		(5.9)		3.5		(63.7)

Balance as of March 29, 2020	$	(211.7)	$	(8.2)	$	(319.6)	$	(539.5)

Foreign Currency Translation Cash Flow Hedges and Other Pension and Postretirement Benefits Total
Balance as of December 29, 2019 $ (150.4) $ (2.3) $ (323.1) $ (475.8)
   Other comprehensive loss before reclassifications (59.9) (3.8) — (63.7)
   Amounts reclassified from AOCI — 1.8 6.7 8.5
Net other comprehensive income/(loss) (59.9) (2.0) 6.7 (55.2)
Balance as of June 28, 2020 $ (210.3) $ (4.3) $ (316.4) $ (531.0)
Foreign Currency Translation Cash Flow Hedges and Other Pension and Postretirement Benefits Total
Balance as of December 30, 2018 (181.5) (4.9) (306.8) (493.2)
   Other comprehensive income before reclassifications 12.4 3.7 — 16.1
   Amounts reclassified from AOCI — (0.6) 9.5 8.9
Net other comprehensive income 12.4 3.1 9.5 25.0
Balance as of June 30, 2019 (169.1) (1.8) (297.3) (468.2)

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The reclassifications out of AOCI to net income for the ~~second~~first quarter ended April 4, 2021 and ~~six months ended June 28,~~March 29, 2020 ~~and June 30, 2019~~ are as follows (in millions):

Amount Reclassified from AOCI for the Three Months Ended Amount Reclassified from AOCI for the Three Months Ended Statement of Income
June 28, 2020 June 30, 2019 Presentation
(Gain) loss on cash flow hedges:
(Gain) loss recognized in income on derivatives $ 5.5 $ 1.1 See Note 4
Income tax impact (1.4) (0.3) Provision for income taxes
Total $ 4.1 $ 0.8
Amortization of defined benefit pension and postretirement plan items:
Amortization of prior service cost $ (1.5) $ (1.5) Costs and expenses
Amortization of net actuarial loss 5.7 7.9 Costs and expenses
Total before tax 4.2 6.4
Income tax impact (1.0) (1.5) Provision for income taxes
Total $ 3.2 $ 4.9


		Amount Reclassified from AOCI for the Six Months Ended		Amount Reclassified from AOCI for the Six Months Ended		Statement of Income		Amount Reclassified from AOCI for the Three Months Ended		Amount Reclassified from AOCI for the Three Months Ended		Statement of Income
		June 28, 2020		June 30, 2019		Presentation		April 4, 2021		March 29, 2020		Presentation
(Gain) loss on cash flow hedges:	(Gain) loss on cash flow hedges:						(Gain) loss on cash flow hedges:
(Gain) loss recognized in income on derivatives		$	2.4	$	(0.9)	See Note 4
Gain recognized in income on derivatives							Gain recognized in income on derivatives	$	(12.9)	$	(3.1)	See Note 4
Income tax impact	Income tax impact	(0.6)		0.3		Provision for income taxes	Income tax impact	3.3		0.8		Provision for income taxes
Total	Total	$	1.8	$	(0.6)		Total	$	(9.6)	$	(2.3)

Amortization of defined benefit pension and postretirement plan items:	Amortization of defined benefit pension and postretirement plan items:						Amortization of defined benefit pension and postretirement plan items:
Amortization of prior service cost	Amortization of prior service cost	$	(3.0)	$	(3.0)	Costs and expenses	Amortization of prior service cost	$	(0.9)	$	(1.5)	Costs and expenses
Amortization of net actuarial loss	Amortization of net actuarial loss	11.7		15.5		Costs and expenses	Amortization of net actuarial loss	6.6		6.0		Costs and expenses
Total before tax	Total before tax	8.7		12.5			Total before tax	5.7		4.5
Income tax impact	Income tax impact	(2.0)		(3.0)		Provision for income taxes	Income tax impact	(1.4)		(1.0)		Provision for income taxes
Total	Total	$	6.7	$	9.5		Total	$	4.3	$	3.5

Note 3. Business Combinations, Goodwill and Acquired Intangible Assets

Pending Acquisition of FLIR Systems, Inc.

On January 4, 2021, Teledyne and FLIR Systems, Inc. (“FLIR”) entered into a definitive agreement under which Teledyne will acquire FLIR in a cash and stock transaction valued at approximately $8.0 billion. Under the terms of the agreement, FLIR stockholders will receive $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implied a total purchase price of $56.00 per FLIR share based on Teledyne’s 5-day volume weighted average price as of December 31, 2020. The transaction is expected to close on May 14, 2021 subject to the receipt of required remaining regulatory approvals, including approvals of Teledyne and FLIR stockholders and other customary closing conditions. In the first quarter of 2021, Teledyne completed various financing activities related to the pending acquisition of FLIR. See Note 10 to these Notes to Condensed Consolidated Financial Statements for information regarding financing activities undertaken in connection with the pending acquisition.

Acquisition of the OakGate Technology, Inc.

On January 5, 2020, we acquired OakGate Technology, Inc. (“OakGate”) for $28.5 million in cash, net of cash acquired. Based in Loomis, California, OakGate provides software and hardware designed to test electronic data storage devices from development through manufacturing and end-use applications. ~~The acquired business~~OakGate is part of the Test and Measurement product line of the Instrumentation segment.

~~Acquisition of Micralyne, Inc.~~

~~On August 30, 2019, we acquired Micralyne Inc. for $26.2 million in~~ Teledyne funded the acquisition with cash net of cash acquired and including a $0.5 million purchase price adjustment paid in January 2020. Based in Edmonton, Alberta, Canada, Micralyne is a privately-owned foundry providing Micro Electro Mechanical Systems or MEMS devices. In particular, Micralyne possesses unique microfluidic technology for biotech applications, as well as capabilities in non-silicon-based MEMS (e.g. gold, polymers) often required for human body compatibility.on hand. The ~~acquired business is part~~results of the ~~Digital Imaging segment.~~

~~Acquisition~~OakGate acquisition have been included in Teledyne’s results since the date of the ~~gas and flame detection business~~acquisition. Goodwill resulting from the acquisition of ~~3M Company~~

~~On August 1, 2019, we acquired the gas and flame detection business of 3M Company~~OakGate is not deductible for $233.5 million in cash, net of cash acquired. The gas and flame detection business includes Oldham, Simtronics, Gas Measurement Instruments, Detcon and select Scott Safety products. The gas and flame detection business provides a portfolio of fixed and portable industrial gas and flame detection instruments used in a variety of industries including petrochemical, power generation, oil and gas, food and beverage, mining and waste water treatment. Principally located in France, the United Kingdom and the United States, the acquired business is part of the Environmental product line of the Instrumentation segment.

~~Acquisition of the scientific imaging businesses of Roper Technologies, Inc.~~

On February 5, 2019, we acquired the scientific imaging businesses of Roper Technologies, Inc. for $224.8 million in cash, net of cash acquired and including a purchase price adjustment. Principally located in the United States and Canada, the acquired businesses are part of the Digital Imaging segment. The acquired businesses include Princeton Instruments, Photometrics and Lumenera. The acquired businesses provide a range of imaging solutions, primarily for life sciences, academic research and customized OEM industrial imaging solutions. Princeton Instruments and Photometrics manufacture state-of-the-art cameras, spectrographs and optics for advanced research in physical sciences, life sciences research and spectroscopy imaging. Applications and markets include materials analysis, quantum technology and cell biology imaging using fluorescence and chemiluminescence. Lumenera primarily provides rugged USB-based customized cameras for markets such as traffic management, as well as life sciences applications.tax purposes.

Goodwill and Acquired Intangible Assets

Teledyne’s goodwill was ~~$2,061.3~~$2,140.1 million at ~~June 28, 2020~~April 4, 2021 and ~~$2,050.5~~$2,150.0 million at ~~December 29, 2019.~~January 3, 2021. The ~~increase~~decrease in the balance of goodwill in ~~2020 resulted from goodwill from recent acquisitions, mostly offset by~~2021 primarily related to exchange rate ~~changes. Goodwill resulting from~~changes during the ~~acquisition of OakGate will not be deductible for tax purposes.~~period. Teledyne’s net acquired intangible assets were ~~$409.2~~$397.1 million at ~~June 28, 2020~~April 4, 2021 and ~~$430.8~~$409.7 million at ~~December 29, 2019.~~January 3, 2021. The decrease in the balance of net acquired intangible assets resulted from amortization of acquired intangible assets and exchange rate changes. The Company completed the process of specifically identifying the amount to be assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the scientific imaging businesses acquisition. The Company is in the process of specifically identifying the amount to be assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the OakGate ~~acquisition and the gas and flame detection business and the Micralyne acquisitions since there was insufficient time between the acquisition dates and the end of the period to finalize the analysis.~~

During the second quarter of 2020, the Company evaluated the effects of the COVID-19 pandemic and its negative impact on the global economy on each of the Company’s reporting units and indefinite-lived intangible assets. Management reviewed key assumptions, including revisions of projected future revenues for reporting units and the results of the previous annual impairment testing performed during the fourth quarter of 2019. The Company did not identify an indication of impairment for each of its reporting units and indefinite-lived intangible assets. Although it was determined that a triggering event had not occurred as of June 28, 2020, we will continue to monitor the impacts of the COVID-19 pandemic on the Company’s reporting units and indefinite-lived intangible assets.

Teledyne funded the acquisitions with borrowings under its credit facility and cash on hand. The results of each acquisition have been included in Teledyne’s results since the date of each respective acquisition.

Note 4. Derivative Instruments

Teledyne transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency risk. The Company’s primary foreign currency risk management objective is to protect the U.S. dollar value of future cash flows and minimize the volatility of reported earnings. The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenues and expenses denominated in Canadian dollars for our Canadian companies, and in British pounds for our UK companies. These contracts are designated and qualify as cash flow hedges. The Company has also converted a U.S. dollar denominated, variable rate ~~obligation~~and fixed rate obligations into a euro fixed rate ~~obligation~~obligations using a receive float, pay fixed cross currency swap, and a receive fixed, pay fixed cross currency swap. These cross currency swaps are designated as cash flow

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hedges. In addition the Company has converted domestic U.S. variable rate debt to fixed rate debt using a receive variable, pay fixed interest rate swap. The interest rate swap is also designated as a cash flow hedge.

The effectiveness of the cash flow hedge forward contracts, is assessed prospectively and retrospectively using regression analysis, as well as using other timing and probability criteria. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedges, and hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The effective portion of the cash flow hedge forward contracts’ gains or losses resulting from changes in the fair value of these hedges is initially reported, net of tax, as a component of AOCI in stockholders’ equity until the underlying hedged item is reflected in our consolidated statements of income, at which time the effective amount in AOCI is

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reclassified to revenue in our consolidated statements of income. Net deferred ~~losses~~gains recorded in AOCI, net of tax, for the forward contracts that will mature in the next twelve months total ~~$0.9~~$4.8 million. These ~~losses~~gains are expected to be offset by anticipated ~~gains~~losses in the value of the forecasted underlying hedged item. Amounts related to the cross currency swaps and interest rate swap expected to be reclassified from AOCI into income in the next twelve months total ~~$2.0~~$1.4 million.

In the event that the underlying forecasted transactions do not occur, or it becomes remote that they will occur, within the defined hedge period, the gains or losses on the related cash flow hedges will be reclassified from AOCI to other income and expense. During the current reporting period, all forecasted transactions occurred and, therefore, there were no such gains or losses reclassified to other income and expense.

As of ~~June 28, 2020,~~April 4, 2021, Teledyne had foreign currency forward contracts designated as cash flow hedges to buy Canadian dollars and to sell U.S. dollars totaling ~~$93.1~~$130.2 million. These foreign currency forward contracts have maturities ranging from ~~September 2020~~June 2021 to May ~~2021.~~2022. Teledyne had foreign currency forward contracts designated as cash flow hedges to buy British pounds and to sell U.S. dollars totaling ~~$6.5~~$19.3 million. These foreign currency forward contracts have maturities ranging from ~~September 2020~~June 2021 to ~~February 2021.~~May 2022. The cross currency swaps have notional amounts of €113.0 million and ~~$125~~$125.0 million, and €135.0 million and $150.0 million, and matures in March 2023 and October 2024, respectively. The interest rate swap has a notional amount of $125.0 million and matures in March 2023.

The effect of derivative instruments designated as cash flow hedges in the condensed consolidated financial statements for the ~~second~~first quarter ended April 4, 2021 and ~~six months ended June 28,~~March 29, 2020 ~~and June 30, 2019~~ was as follows (in millions):

Second Quarter Six Months
2020 2019 2020 2019
Net gain (loss) recognized in AOCI (a) $ 0.2 $ 0.7 $ (0.4) $ 5.0
Net gain (loss) reclassified from AOCI into COS - Foreign Exchange Contracts (a) $ (1.6) $ (0.6) $ (1.8) $ (1.2)
Net gain (loss) reclassified from AOCI Interest Rate Contracts $ (0.6) $ — $ (4.6) $ —
Net gain (loss) reclassified from AOCI into other income and expense, net - Foreign Exchange Contracts (b) $ (4.7) $ (1.2) $ (3.0) $ 0.6
Net gain (loss) reclassified from AOCI into interest expense - Foreign Exchange Contracts $ 1.0 $ — $ 2.5 $ —
Net gain (loss) reclassified from AOCI into interest expense - Interest Rate Contracts $ (0.3) $ 0.7 (0.2) $ 1.5
Net foreign exchange gain (loss) recognized in other income, net (c) $ — $ (0.2) $ — $ (0.4)


	First Quarter
	2021		2020
Net gain (loss) recognized in AOCI - Foreign Exchange Contracts (a)	$	12.5	$	(0.6)
Net gain (loss) reclassified from AOCI into COS - Foreign Exchange Contracts (a)	$	3.2	$	(0.1)
Net gain (loss) recognized in AOCI - Interest Rate Contracts	$	0.1	$	(4.0)
Net gain reclassified from AOCI into other income and expense, net - Foreign Exchange Contracts (b)	$	10.0	$	1.7
Net gain reclassified from AOCI into interest expense - Foreign Exchange Contracts	$	0.9	1.5
Net gain (loss) reclassified from AOCI into interest expense - Interest Rate Contracts	$	(0.4)	$	0.1

a) Effective portion, pre-tax

b) Amount reclassified to offset earnings impact of liability hedged by cross currency swap

c) Amount excluded from effectiveness testing

Non-Designated Hedging Activities

In addition, the Company utilizes foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables. As of ~~June 28, 2020,~~April 4, 2021, Teledyne had non-designated foreign currency contracts, ~~(in excess of approximately $311.2 million)~~ of this type in the following pairs (in millions):


Contracts to Buy	Contracts to Buy				Contracts to Sell					Contracts to Buy		Contracts to Sell
Currency	Currency	Amount		Currency		Amount		Currency	Amount		Currency		Amount
Canadian Dollars	Canadian Dollars	$	51.0	U.S. Dollars		US$	37.6	Canadian Dollars	$	121.7	U.S. Dollars		US$	95.6
Canadian Dollars	Canadian Dollars	$	15.1	Euros		€	9.9	Canadian Dollars	$	19.1	Euros		€	12.6

Great Britain Pounds	Great Britain Pounds	£	61.8	U.S. Dollars		US$	76.9	Great Britain Pounds	£	19.7	U.S. Dollars		US$	27.3

Euros	Euros	€	31.0	U.S. Dollars		US$	34.8	Euros	€	44.8	U.S. Dollars		US$	53.6

Danish Krone	Danish Krone	DKR	139.4	U.S. Dollars		US$	21.0	Danish Krone	DKR	330.6	U.S. Dollars		US$	53.3
Great Britain Pounds	Great Britain Pounds	£	5.9	Euros		€	6.6	Great Britain Pounds	£	5.6	Euros		€	6.5

The ~~above~~preceding table includes non-designated hedges derived from terms contained in triggered or previously designated cash flow hedges. The gains and losses on these derivatives which are not designated as hedging instruments are intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings. Teledyne does not use foreign currency forward contracts for speculative or trading purposes.

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The effect of derivative instruments not designated as cash flow hedges recognized in other income and expense for the ~~second~~first quarter ~~and six months~~ ended ~~June 28, 2020~~April 4, 2021 was ~~income of $1.8 million and~~ expense of ~~$8.6 million, respectively..~~$0.2 million. The effect of derivative instruments not designated as cash flow hedges in other income and expense for the ~~second~~first quarter ~~and six months~~

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ended ~~June 30, 2019~~March 29, 2020 was expense of ~~$0.7 million and~~$10.4 million. The income ~~of $0.9 million, respectively. The income/~~or expense was largely offset by ~~losses/~~losses or gains in the value of the underlying hedged item excluding the impact of forward points.

Fair Value of Derivative Financial Instruments

The Company has elected to use the income approach to value the derivatives, using observable Level 2 market expectations at measurement date and standard valuation techniques to convert future amounts to a single present amount. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts on LIBOR and EURIBOR) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR and EURIBOR cash and swap rates, foreign currency forward rates and cross currency basis spreads). Mid-market pricing is used as a practical expedient for fair value measurements. The fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments and did not have a material impact on the fair value of these derivative instruments. Both the counterparty and the Company are expected to continue to perform under the contractual terms of the instruments.

The fair values of the Company’s derivative financial instruments are presented below. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy (in millions):


Asset/(Liability) Derivatives	Asset/(Liability) Derivatives	Balance sheet location	June 28, 2020		December 29, 2019		Asset/(Liability) Derivatives	Balance sheet location	April 4, 2021		January 3, 2021
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:						Derivatives designated as hedging instruments:
Cash flow forward contracts	Cash flow forward contracts	Other assets	$	0.6	$	1.3	Cash flow forward contracts	Other assets	$	6.5	$	7.3
Cash flow forward contracts		Accrued liabilities	(1.8)		(0.1)

Cash flow cross currency swap	Cash flow cross currency swap	Other non-current asset	0.2		—		Cash flow cross currency swap	Other current assets	3.3		3.3
Cash flow cross currency swap	Cash flow cross currency swap	Other current assets	2.7		5.4		Cash flow cross currency swap	Other current assets (accrued interest)	0.1		0.1
Cash flow cross currency swap	Cash flow cross currency swap	Accrued liabilities	—		0.3		Cash flow cross currency swap	Other non-current liabilities	(18.4)		(29.2)
Cash flow cross currency swap		Other non-current liabilities	—		(7.8)
Cross currency swap		Other current assets	0.1		—
Cross currency swap		Other current assets	0.7		—
Cross currency swap		Other non-current liabilities	(4.9)		—
Interest rate contracts		Other current assets	—		0.2

Interest rate contracts	Interest rate contracts	Other non-current assets	—		0.3		Interest rate contracts	Other non-current liabilities	(1.2)		(1.8)
Interest rate contracts	Interest rate contracts	Other current liabilities	(1.5)		—		Interest rate contracts	Other current liabilities	(1.5)		(1.5)
Interest rate contracts	Interest rate contracts	Other non-current liabilities	(2.4)		—		Interest rate contracts	Other current liabilities (accrued interest)	(0.1)		0

Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments		(6.3)		(0.4)		Total derivatives designated as hedging instruments		(11.3)		(21.8)
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Non-designated forward contracts	Non-designated forward contracts	Other current assets	1.9		0.1		Non-designated forward contracts	Other current assets	3.3		6.7
Non-designated forward contracts	Non-designated forward contracts	Accrued liabilities	(2.4)		(0.4)		Non-designated forward contracts	Accrued liabilities	(3.3)		(1.2)
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments		(0.5)		(0.3)		Total derivatives not designated as hedging instruments		—		5.5
Total derivatives, net	Total derivatives, net		$	(6.8)	$	(0.7)	Total derivatives, net		$	(11.3)	$	(16.3)

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Note 5. Earnings Per Share

For the ~~second~~first quarter of ~~2020 and first six months of 2020, 241,931 and 244,192~~2021, 0 stock options ~~respectively,~~ were excluded in the computation of diluted earnings per share. For the first quarter of 2020, 246,453 stock options were excluded in the computation of earnings per share because they had exercise prices that were greater than the weighted average market price of the Company’s common stock price during the ~~respective periods. For the second quarter of 2019, 0 stock options were excluded in the computation of earnings per share.~~period. For the first six months of 2019, 3,240 stock options were excluded in the computation of diluted earnings per share because they had exercise prices that were greater than the weighted average market price of the Company’s common stock during the period. The weighted average number of common shares used in the calculation of basic and diluted earnings per share consisted of the following (in millions):


		Second Quarter			Six Months				First Quarter
		2020	2019	2020	2019		2021	2020

Weighted average basic common shares outstanding	Weighted average basic common shares outstanding	36.7	36.2	36.6	36.2	Weighted average basic common shares outstanding	37.0	36.6
Effect of dilutive securities (primarily stock options)	Effect of dilutive securities (primarily stock options)	1.1	1.2	1.2	1.1	Effect of dilutive securities (primarily stock options)	1.0	1.2
Weighted average diluted common shares outstanding	Weighted average diluted common shares outstanding	37.8	37.4	37.8	37.3	Weighted average diluted common shares outstanding	38.0	37.8

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Note 6. Stock-Based Compensation Plans

Teledyne has long-term incentive plans pursuant to which it has granted non-qualified stock options, restricted stock and performance shares to certain employees. The Company also has non-employee Board of Director stock compensation plans, pursuant to which common stock, stock options and restricted stock units have been issued to its directors.

Stock Incentive Plan

Stock option compensation expense was ~~$5.7 million for the second quarter of 2020 and was $5.8 million for the second quarter of 2019. Stock option compensation expense was $13.1~~$4.2 million for the first ~~six months~~quarter of ~~2020~~2021 and was ~~$14.7~~$7.4 million for the first ~~six months~~quarter of~~2019.~~ 2020. Employee stock option grants are charged to expense evenly over the three year vesting period except for stock options ~~that were~~ granted after 2018 to Teledyne’s Executive Chairman and Teledyne’s President and Chief Executive Officer which ~~were~~are expensed immediately. For ~~2020,~~2021, the Company currently expects approximately ~~$25.2~~$20.8 million in stock option compensation expense based on stock options outstanding ~~at June 28, 2020.~~and stock options expected to be granted in the third quarter of 2021. This amount can be impacted by employee retirements and terminations or stock options granted during the remainder of the year. The Company issues shares of common stock upon the exercise of stock options.

~~The following assumptions were used in the valuation of stock options granted in the first six months of 2020:~~


			~~2020~~
~~Expected volatility~~			~~23.7%~~
~~Risk-free interest rate range~~			~~1.50% to 1.75%~~
~~Expected life in years~~			~~6.6~~
~~Expected dividend yield~~			—

~~Based on the assumptions used in the valuation of stock options, the grant date weighted average fair value of stock options granted in the first six months of 2020 was $106.26 per share.~~

Stock option transactions for the ~~second~~first quarter ~~and first six months~~ of ~~2020~~2021 are summarized as follows:


		2020											2021
		Second Quarter				Six Months						First Quarter
		Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price			Shares	Weighted Average Exercise Price
Beginning balance	Beginning balance	2,135,096	$	160.32	1,988,576	$	130.66	Beginning balance	1,819,147	$	170.10
Granted		—	$	—	246,453	$	383.18

Exercised	Exercised	(196,766)	$	91.48	(288,173)	$	97.97	Exercised	(90,110)	$	118.66
Canceled	Canceled	(11,254)	$	279.44	(19,780)	$	246.79	Canceled	(7,248)	$	302.75
Ending balance	Ending balance	1,927,076	$	166.66	1,927,076	$	166.66	Ending balance	1,721,789	$	172.23
Options exercisable at end of period		1,336,293	$	116.16	1,336,293	$	116.16
Exercisable at end of period								Exercisable at end of period	1,450,880	$	146.14

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Performance Share Plan and Restricted Stock Award Program

Under the 2015 to 2017 Performance Share Plan, the Company issued 7,673 shares of Teledyne common stock in the first quarter of 2020, 8,586 shares in the first quarter of 2019 and 6,481 shares in the first quarter of 2018.

In the first quarter of 2018, the performance cycle for the ~~three-year~~three-year period ending December 31, 2020, was set. ~~Subject to the terms of~~Under the plan and based on actual performance, Teledyne issued 9,588 shares of its common stock in the ~~maximum number~~first quarter 2021. A total of 35,033 shares ~~that could~~remain to be issued in ~~three~~2 equal installments in ~~2021,~~ 2022 and ~~2023 is 61,194.~~2023.

The following table shows the restricted stock activity for the first ~~six~~three months of ~~2020:~~2021:


		Shares	Weighted average fair value per share			Shares	Weighted average fair value per share
Balance, December 29, 2019		56,412	$	158.62
Balance, January 3, 2021					Balance, January 3, 2021	43,405	$	228.80
Granted	Granted	10,080	$	360.33	Granted	10,227	$	334.92
Vested	Vested	(23,087)	$	114.74	Vested	(15,423)	$	176.64

Balance, June 28, 2020		43,405	$	228.80
Forfeited/Canceled					Forfeited/Canceled	(394)	$	176.64
Balance, April 4, 2021					Balance, April 4, 2021	37,815	$	279.31

Note 7. Inventories

Inventories are stated at current cost, net of reserves for excess, slow moving and obsolete inventory. Inventories are valued under the FIFO method, LIFO method or average cost method. Inventories at cost determined on the average cost or the FIFO methods were ~~$363.4~~$303.5 million at ~~June 28, 2020~~April 4, 2021 and ~~$361.2~~$324.8 million at ~~December 29, 2019.~~January 3, 2021. The remainder of the inventories using the LIFO method is ~~$36.3~~$31.2 million at ~~June 28, 2020~~April 4, 2021 and ~~$40.0~~$29.2 million at ~~December 29, 2019.~~January 3, 2021. Interim LIFO calculations are based on the Company’s estimates of expected year-end inventory levels and costs since an actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Because these estimates are subject to many factors beyond the Company’s control, interim results are subject to the final year-end LIFO inventory valuation.

Balance at
Inventories (in millions): June 28, 2020 December 29, 2019
Raw materials and supplies $ 251.9 $ 231.2
Work in process 84.0 108.3
Finished goods 63.8 61.7
399.7 401.2
Reduction to LIFO cost basis (7.4) (7.8)
Total inventories, net $ 392.3 $ 393.4

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	Balance at
Inventories (in millions):	April 4, 2021		January 3, 2021
Raw materials and supplies	$	219.6	$	231.0
Work in process	61.1		60.5
Finished goods	54.0		62.5
	334.7		354.0

Reduction to LIFO cost basis	(6.7)		(6.7)
Total inventories, net	$	328.0	$	347.3

Note 8. Customer Contracts

Estimate at Completion Process

For over time contracts using the cost-to-cost method, we have an Estimate at Completion (“EAC”) process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue and cost, and making assumptions for schedule and technical issues. Since certain contracts extend over multiple reporting periods, the impact of revisions in cost and revenue estimates during the progress of work may adjust the current period earnings through a cumulative catch-up basis. This method recognizes, in the current period, the cumulative effect of the changes on current and prior quarters. Additionally, if the current contract estimate indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract cost and revenue estimates for significant contracts are reviewed and reassessed quarterly. The majority of revenue recognized over time uses an EAC process. The net aggregate effects of changes in estimates on contracts accounted for under the cost-to-cost method in the first ~~six~~three months of ~~2020~~2021 was approximately ~~$10.2~~$7.7 million of favorable operating income, primarily related to favorable changes in estimates that impacted revenue within the Digital Imaging ~~operating~~ segment. The net aggregate effects of changes in estimates on contracts accounted for under the cost-to-cost method in the first ~~six~~three months of ~~2019~~2020 was approximately ~~$12.6~~$4.4 million of favorable operating income, primarily related to favorable changes in estimates that impacted revenue, and, to a lesser degree, cost of ~~sales within the Digital Imaging operating segment.~~sales. None of the effects of changes in estimates on any individual contract were material to the condensed consolidated statements of income for any period presented.

~~Table of Contents~~

Contract Liabilities

We recognize a liability for interim and advance payments in excess of revenue recognized and present it as a contract liability which is included within accrued liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheet, which represented ~~$123.2~~$144.6 million and ~~$15.2~~$14.0 million as of ~~June 28, 2020,~~April 4, 2021, and ~~$126.8~~$160.1 million and ~~$17.9~~$14.0 million as of ~~December 29, 2019,~~January 3, 2021, respectively.

The Company recognized revenue of ~~$51.9~~$52.6 million during the ~~six~~three months ended ~~June 28, 2020~~April 4, 2021 from contract liabilities that existed at the beginning of year. The Company recognizes the incremental costs of obtaining or fulfilling a contract as expense when incurred if the amortization period of the asset is one year or less. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the period end date and excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity). As of ~~June 28, 2020,~~April 4, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was ~~$1,806.2~~$1,987.4 million. The Company expects approximately ~~74%~~78% of remaining performance obligations to be recognized into revenue within the next twelve months, with the remaining ~~26%~~22% recognized thereafter.

Product Warranty Costs

Some of the Company’s products are subject to specified warranties, and the Company provides for the estimated cost of product warranties. The adequacy of the warranty reserve is assessed regularly, and the reserve is adjusted as necessary based on a review of historic warranty experience with respect to the applicable business or products, as well as the length and actual terms of the warranties. The warranty reserve is included in current and long-term accrued liabilities on the Condensed Consolidated Balance Sheet.


		Six Months							Three Months
Warranty Reserve (in millions):	Warranty Reserve (in millions):	2020		2019		Warranty Reserve (in millions):	2021		2020
Balance at beginning of year	Balance at beginning of year	$	24.8	$	21.0	Balance at beginning of year	$	22.4	$	24.8
Accruals for product warranties charged to expense and other	Accruals for product warranties charged to expense and other	0.7		5.1		Accruals for product warranties charged to expense and other	3.5		(0.1)
Cost of product warranty claims	Cost of product warranty claims	(5.3)		(4.6)		Cost of product warranty claims	(3.3)		(3.6)
Acquisition	Acquisition	0.1		0.3		Acquisition	0		0.1
Balance at end of period	Balance at end of period	$	20.3	$	21.8	Balance at end of period	$	22.6	$	21.2

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Accounts Receivable, Net

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities, which are included in accrued liabilities and other long-term liabilities) on the Condensed Consolidated Balance Sheet. Under the typical payment terms of our over time contracts, the customer pays us either performance-based payments or progress payments. Amounts billed and due from our customers are classified as receivables on the Condensed Consolidated Balance Sheet. Accounts receivable is presented net of an allowance for doubtful accounts of ~~$12.0~~$11.6 million at ~~June 28, 2020,~~April 4, 2021 and ~~$10.2~~$12.3 million at ~~December 29, 2019.~~January 3, 2021.

An allowance for doubtful accounts is established for losses expected to be incurred on accounts receivable balances. Judgment is required in the estimation of the allowance and we evaluate the collectability of our accounts receivable and contract assets based on a combination of factors. If we become aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible from the customer. For all other customers, we use an aging schedule and recognize allowances for doubtful accounts based on the creditworthiness of the debtor, the age and status of outstanding receivables, the current business environment and our historical collection experience adjusted for current expectations for the customers or industry. Accounts receivable are written off against the allowance for uncollectible accounts when we determine amounts are no longer collectible.

~~Six Months~~

~~Allowance for doubtful accounts (in millions):~~

~~2020~~

~~Balance at beginning of period~~

~~10.2~~

~~Accruals for credit loss charged to expense~~

~~2.8~~

~~Other deductions~~

~~(1.0)~~

~~Balance at end of period~~

~~12.0~~

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Note 9. Income Taxes

The income tax provision is calculated using an estimated annual effective tax rate, based upon expected annual income, permanent items, statutory rates and planned tax strategies in the various jurisdictions in which the Company operates. However, losses in certain jurisdictions and discrete items, such as the resolution of uncertain tax positions, are treated separately.

The Company’s effective income tax rate for the ~~second~~first quarter ~~and first six months~~ of ~~2020~~2021 was ~~13.2% and 15.8%, respectively.~~16.4%. The ~~Company's~~Company’s effective income tax rate for the ~~second~~first quarter ~~and first six months of 2019 was 18.2% and 18.5%, respectively. The second quarter and first six months~~ of 2020 ~~include~~was 18.6%. The first quarter of 2021 includes net discrete income tax benefits of ~~$10.4~~$6.3 million, ~~and $14.6~~of which $4.8 million ~~respectively. The second quarter and first six months of 2020 net discrete income tax benefits include $9.8 million and $14.5 million, respectively,~~ related to share-based accounting. The ~~second~~first quarter ~~and first six months~~ of ~~2019 include~~2020 includes net discrete income tax benefits of ~~$4.3~~$4.2 million, ~~and $7.4~~of which $4.7 million ~~respectively. The 2019 second quarter and first six months net discrete tax benefits includes $4.8 million and $7.7 million, respectively,~~ related to share-based accounting. Excluding the net discrete income tax benefits in both periods, the effective tax rates would have been 22.8% for both the second quarter and first six months of 2020. Excluding the net discrete income tax benefits in both periods, the effective tax rates would have been 21.6% for the second quarter of 2019 and 21.9%22.6% for the first ~~six months~~quarter of ~~2019.~~2021 and 22.8% for the first quarter of 2020.

Note 10. Long-Term Debt and Letters of Credit

Balance at
Long-Term Debt (in millions): June 28, 2020 December 29, 2019
$750 million credit facility due March 2024, weighted average rate of 1.10% at June 28, 2020 and 2.80% at December 29, 2019 $ 125.0 $ 125.0
Term loan due October 2024, variable rate of 2.60% at June 28, 2020 and 2.702% at December 29, 2019, swapped to a Euro fixed rate of 0.6120% 150.0 150.0
5.30% Fixed Rate Senior Notes due September 2020 75.0 75.0
2.81% Fixed Rate Senior Notes due November 2020 25.0 25.0
3.09% Fixed Rate Senior Notes due December 2021 95.0 95.0
3.28% Fixed Rate Senior Notes due November 2022 100.0 100.0
0.70% €50 Million Fixed Rate Senior Notes due April 2022 56.1 56.0
0.92% €100 Million Fixed Rate Senior Notes due April 2023 112.2 111.9
1.09% €100 Million Fixed Rate Senior Notes due April 2024 112.2 111.9
Other debt 1.8 2.0
Debt issuance costs (0.9) (1.2)
Total debt 851.4 850.6
Less: current portion of long-term debt and debt issuance costs (100.6) (100.6)
Total long-term debt $ 750.8 $ 750.0


	Balance at
Long-Term Debt (in millions):	April 4, 2021		January 3, 2021
$750 million credit facility due March 2024, weighted average rate of 1.21% at April 4, 2021 and 1.05% at January 3, 2021	$	125.0	$	125.0


Term loan due October 2024, variable rate of 1.11% at April 4, 2021 and 1.15% at January 3, 2021, swapped to a Euro fixed rate of 0.6120%	150.0		150.0
0.65% Fixed Rate Notes due April 2023	300.0		0
0.95% Fixed Rate Notes due April 2024	450.0		0
1.60% Fixed Rate Notes due April 2026	450.0		0
2.25% Fixed Rate Notes due April 2028	700.0		0
2.75% Fixed Rate Notes due April 2031	1,100.0		0
3.09% Fixed Rate Senior Notes repaid March 2021	0		95.0
3.28% Fixed Rate Senior Notes repaid March 2021	0		100.0
0.70% €50 Million Fixed Rate Senior Notes repaid March 2021	0		61.1
0.92% €100 Million Fixed Rate Senior Notes repaid March 2021	0		122.1
1.09% €100 Million Fixed Rate Senior Notes repaid March 2021	0		122.1





Other debt	0.6		4.0
Debt discount and debt issuance costs	(32.3)		(0.8)
Total debt, net	3,243.3		778.5
Less: current portion of long-term debt and other debt	0		(97.6)
Total long-term debt, net of current portion	$	3,243.3	$	680.9

In the first quarter of 2021, Teledyne completed various financing activities related to the pending acquisition of FLIR and incurred related interest and debt expense totaling $33.1 million. These activities included entering into a $4.5 billion short term stand-by bridge facility on January 4, 2021, as required by the definitive agreement, resulting in debt expense of $17.2 million. In addition, on March 17, 2021 Teledyne called $493.3 million of existing fixed rate senior notes and incurred debt extinguishment expenses of $13.4 million, which is included in interest and debt expense, net. On March 22, 2021, Teledyne completed all permanent financing for the pending acquisition of FLIR. The permanent financing consists of $3.0 billion investment-grade bonds (the “Notes”), including $300.0 million aggregate principal amount of 0.65% Notes due 2023, $450.0 million aggregate principal amount of 0.95% Notes due 2024, $450.0 million aggregate principal amount of 1.60% Notes due 2026, $700.0 million aggregate principal amount of 2.25% Notes due 2028 and $1.1 billion aggregate principal amount of 2.75% Notes due 2031. We may redeem the $450.0 million of 0.95% Notes due 2024 at any time or from time to time, in whole or in part, at the Company’s option, from and after April 1, 2022, at a redemption price equal to 100% of the principal amount of the Notes redeemed. Given the permanent financing, together with certain continuing debt, Teledyne expects its weighted average borrowing cost to be less than 2 percent upon closing the acquisition. The interest expense incurred in the quarter associated with the $3.0 billion Notes offering related to the pending FLIR acquisition totaled $2.5 million. Previously on March 4, 2021, Teledyne entered into a $1.0 billion Term Loan Credit Agreement and Amended and Restated Credit Agreement with capacity of $1.15 billion both maturing on March 4, 2026. The terms of the $1.0 billion

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Term Loan Credit Agreement allow for prepayments, at the Company’s option, at any time or from time to time, in whole or in part without premium or penalty. As a result of the completion of the permanent debt financing, on March 22, 2021 Teledyne terminated the $4.5 billion stand-by bridge facility. Teledyne intends to use the proceeds from the Notes together with the proceeds from the $1.0 billion Term Loan Credit Agreement, expected to be drawn at the closing of the acquisition, and cash on hand to pay the cash portion of the consideration for the FLIR acquisition and refinance certain existing debt.

Available borrowing capacity under the $750.0 million credit facility, which is reduced by borrowings and certain outstanding letters of credit, was ~~$614.5~~$616.0 million at ~~June 28, 2020.~~April 4, 2021. The credit agreements require the Company to comply with various financial and operating covenants and at ~~June 28, 2020,~~April 4, 2021, the Company was in compliance with these covenants. At ~~June 28, 2020,~~April 4, 2021, Teledyne had ~~$25.8~~$26.5 million in outstanding letters of credit.

Teledyne estimates the fair value of its long-term debt based on debt of similar type, rating and maturity and at comparable interest rates. The Company’s long-term debt is considered a level 2 fair value hierarchy and is valued based on observable market data. The estimated fair value of Teledyne’s long-term debt at ~~June 28, 2020~~April 4, 2021 and ~~December 29, 2019,~~January 3, 2021, approximated the carrying value.

Note 11. Lease Commitments

At ~~June 28, 2020,~~April 4, 2021, Teledyne has right-of-use assets of ~~$120.4~~$119.4 million and a total lease liability for operating leases of ~~$131.1~~$133.3 million of which ~~$111.7~~$111.9 million is included in long-term lease liabilities and ~~$19.4~~$21.4 million is included in current accrued liabilities. Operating lease expense was ~~$6.0 million and $12.1~~$6.4 million for the ~~second~~first quarter ~~and first six months~~ of ~~2020, respectively.~~2021. Operating lease expense was ~~$5.8 million and $11.6~~$6.1 million for the ~~second~~first quarter ~~and first six months~~ of ~~2019, respectively.~~2020.

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Note 12. Lawsuits, Claims, Commitments, Contingencies and Related Matters

For a further description of the Company’s commitments and contingencies, reference is made to Note 14 of the Company’s financial statements as of and for the fiscal year ended ~~December 29, 2019,~~January 3, 2021, included in the ~~2019~~2020 Form 10-K.

At ~~June 28, 2020,~~April 4, 2021, the Company’s reserves for environmental remediation obligations totaled ~~$6.6~~$6.4 million, of which $1.5 million is included in current accrued liabilities. At ~~December 29, 2019,~~January 3, 2021, the Company’s reserves for environmental remediation obligations totaled ~~$6.0~~$6.5 million. The Company evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties. The timing of expenditures depends on a number of factors that vary by site, including the nature and extent of contamination, the number of potentially responsible parties, the timing of regulatory approvals, the complexity of the investigation and remediation, and the standards for remediation. The Company expects that it will expend present accruals over many years and will complete remediation of all sites with which it has been identified in up to 30 years.

We are currently monitoring an exposure of approximately $40.0 million related to certain receivables, inventories and additional AOS-related expenses as a result of the March 27, 2020 bankruptcy of OneWeb Global Limited and its subsidiaries (“OneWeb”). Teledyne’s customer, Airbus OneWeb Satellites, LLC (“AOS”), a joint venture of OneWeb and Airbus Defense and Space, has not declared bankruptcy. Although it is reasonably possible that we may recognize a loss, given the uncertainty of the situation at this time, a loss, if any, will depend on the outcome of future events that could impact AOS.

A number of other lawsuits, claims and proceedings have been or may be asserted against the Company, including those pertaining to product liability, acquisitions, patent infringement, contracts, environmental, employment and employee benefits matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements.

Note 13. Pension Plans and Postretirement Benefits

Effective January 1, 2020, Teledyne restructured its domestic qualified defined benefit pension plan. The restructuring involved dividing our domestic qualified defined pension plan into 2 separate plans, 1 comprised primarily of inactive participants (the “inactive plan”) and the other comprised primarily of active participants (the “active plan”). The reorganization was made to efficiently facilitate a targeted investment strategy and to provide additional flexibility in evaluating opportunities to reduce risk and volatility. As a result of the restructuring, the Company re-measured the assets and liabilities of the 2 plans, based on assumptions and market conditions on the January 1, 2020 effective date. Actuarial gains and losses associated with the active plan will continue to be amortized over the average remaining service period of the active participants, while the actuarial gains and losses associated with the inactive plan will be amortized over the average remaining life expectancy of the inactive participants which is currently approximately 17.7 years.

For the domestic qualified pension plans, the weighted-average discount rate decreased to ~~3.41%~~2.64% in ~~2020~~2021, compared with ~~a 4.59% discount rate used in 2019.~~3.41% for 2020. Teledyne has not made any cash pension contributions to its domestic qualified pension ~~plan~~plans since ~~2013. NaN~~2013 and 0 cash pension contributions are planned for ~~2020 for the domestic qualified pension plans.~~2021.


		Second Quarter						Six Months							First Quarter
		2020		2019		2020		2019			2021		2020
Service cost — benefits earned during the period (in millions)	Service cost — benefits earned during the period (in millions)	$	2.6	$	2.3	$	5.2	$	4.7	Service cost — benefits earned during the period (in millions)	$	2.7	$	2.6

Pension non-service income (in millions):	Pension non-service income (in millions):									Pension non-service income (in millions):
Interest cost on benefit obligation	Interest cost on benefit obligation	$	6.8	$	8.4	$	13.7	$	16.8	Interest cost on benefit obligation	$	5.6	$	6.9
Expected return on plan assets	Expected return on plan assets	(14.3)		(16.6)		(28.6)		(33.1)		Expected return on plan assets	(14.3)		(14.3)
Amortization of prior service cost	Amortization of prior service cost	(1.5)		(1.5)		(3.0)		(3.0)		Amortization of prior service cost	(0.8)		(1.5)
Amortization of net actuarial loss	Amortization of net actuarial loss	5.8		7.8		11.5		15.5		Amortization of net actuarial loss	6.7		5.7
Curtailment/settlements	Curtailment/settlements	—		(0.1)		0.7		(0.4)		Curtailment/settlements	0		0.7
Pension non-service income	Pension non-service income	$	(3.2)	$	(2.0)	$	(5.7)	$	(4.2)	Pension non-service income	$	(2.8)	$	(2.5)

Teledyne sponsors several postretirement defined benefit plans that provide health care and life insurance benefits for certain eligible retirees. Postretirement benefits non-service expense is not material.

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Note 14. Segment Information

Teledyne is a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems. Our customers include government agencies, aerospace prime contractors, energy exploration and production companies, major industrial companies and airlines. The Company has 4 reportable segments: Instrumentation; Digital Imaging; Aerospace and Defense Electronics; and Engineered Systems.

Segment results includes net sales and operating income by segment but excludes non-service retirement benefit income, equity income or loss, unusual non-recurring legal matter settlements, interest income and expense, gains and losses on the disposition of assets, sublease rental income and non-revenue licensing and royalty income, domestic and foreign income taxes and corporate office expenses. Corporate expense includes various administrative expenses relating to the corporate office and certain non-operating expenses, including certain acquisition-related transaction costs, not allocated to our segments.

As part of a continuing effort to reduce costs and improve operating performance, as well as to respond to the impact of COVID-19, beginning in 2020, the Company took actions to reduce headcount across various businesses, reducing our exposure to weak end markets, such as commercial aerospace. Teledyne incurred $1.0 million in expense related to these actions, including facility consolidation expense, for the first quarter of 2021, compared with $3.7 million for the first quarter of 2020. At April 4, 2021, Teledyne had a liability of $1.3 million included in other current liabilities related to these actions.

The following table presents Teledyne’s segment disclosures (dollars in millions):


		Second Quarter						%		Six Months								%	First Quarter		%
		2020		2019		Change		2020		2019		Change			2021		2020		Change
Net sales(a):	Net sales(a):													Net sales(a):
Instrumentation	Instrumentation	$	263.1	$	264.1	(0.4)	%	$	548.2	$	520.6	5.3	%	Instrumentation	$	286.5	$	285.1	0.5	%
Digital Imaging	Digital Imaging	237.6		248.4		(4.3)	%	484.3		480.8		0.7	%	Digital Imaging	263.3		246.7		6.7	%
Aerospace and Defense Electronics	Aerospace and Defense Electronics	143.1		176.0		(18.7)	%	299.4		342.6		(12.6)	%	Aerospace and Defense Electronics	151.2		156.3		(3.3)	%
Engineered Systems	Engineered Systems	99.5		93.5		6.4	%	196.0		183.2		7.0	%	Engineered Systems	104.7		96.5		8.5	%
Total net sales	Total net sales	$	743.3	$	782.0	(4.9)	%	$	1,527.9	$	1,527.2	—	%	Total net sales	$	805.7	$	784.6	2.7	%
Operating income:	Operating income:													Operating income:
Instrumentation	Instrumentation	$	48.5	$	49.0	(1.0)	%	$	99.3	$	88.9	11.7	%	Instrumentation	$	59.4	$	50.8	16.9	%
Digital Imaging	Digital Imaging	46.8		51.6		(9.3)	%	90.6		88.2		2.7	%	Digital Imaging	52.0		43.8		18.7	%
Aerospace and Defense Electronics	Aerospace and Defense Electronics	17.5		38.6		(54.7)	%	30.9		71.1		(56.5)	%	Aerospace and Defense Electronics	28.3		13.4		111.2	%
Engineered Systems	Engineered Systems	10.8		9.0		20.0	%	22.2		15.4		44.2	%	Engineered Systems	14.9		11.4		30.7	%
Corporate expense	Corporate expense	(13.8)		(16.3)		(15.3)	%	(29.2)		(34.4)		(15.1)	%	Corporate expense	(19.4)		(15.4)		26.0	%
Operating income	Operating income	$	109.8	$	131.9	(16.8)	%	$	213.8	$	229.2	(6.7)	%	Operating income	$	135.2	$	104.0	30.0	%
(a) Net sales excludes inter-segment sales of $4.2 million and $6.9 million for the first quarter 2021 and 2020, respectively.														(a) Net sales excludes inter-segment sales of $4.2 million and $6.9 million for the first quarter 2021 and 2020, respectively.


~~(a)~~			Net sales excludes inter-segment sales of $5.5 million and $12.4 million for the second quarter and first six months of 2020, respectively, and $4.0 million and $10.4 million for the second quarter and first six months of 2019, respectively.

Identifiable assets are those assets used in the operations of the segments. Corporate assets primarily consist of cash and cash equivalents, deferred taxes, net pension assets/liabilities and other assets (in millions):


Identifiable assets:	Identifiable assets:	June 28, 2020		December 29, 2019		Identifiable assets:	April 4, 2021		January 3, 2021
Instrumentation	Instrumentation	$	1,693.0	$	1,680.2	Instrumentation	$	1,663.3	$	1,676.2
Digital Imaging	Digital Imaging	1,888.7		1,874.6		Digital Imaging	1,984.4		2,000.8
Aerospace and Defense Electronics	Aerospace and Defense Electronics	590.2		618.3		Aerospace and Defense Electronics	540.9		567.6
Engineered Systems	Engineered Systems	154.4		143.4		Engineered Systems	163.1		175.1
Corporate(a)	Corporate(a)	411.9		263.3		Corporate(a)	3,266.7		665.1
Total identifiable assets	Total identifiable assets	$	4,738.2	$	4,579.8	Total identifiable assets	$	7,618.4	$	5,084.8

(a) The increase from January 3, 2021 was primarily due to higher cash and cash equivalents which included the proceeds of debt incurred to partially fund the pending acquisition of FLIR.

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Product Lines

The Instrumentation segment includes 3 product lines: Marine Instrumentation, Environmental Instrumentation and Test and Measurement Instrumentation. Teledyne’s other three segments each contain 1 product line.

The following ~~tables provide~~table provides a summary of the net sales by product line for the Instrumentation segment (in millions):

Second Quarter Six Months
Instrumentation 2020 2019 2020 2019
Marine Instrumentation 109.9 $ 111.4 $ 219.2 $ 216.6
Environmental Instrumentation 94.3 87.4 203.6 173.8
Test and Measurement Instrumentation 58.9 65.3 125.4 130.2
Total $ 263.1 $ 264.1 $ 548.2 $ 520.6

~~Table of Contents~~


	First Quarter
Instrumentation	2021		2020
Marine Instrumentation	102.0		$	109.3
Environmental Instrumentation	114.8		109.3
Test and Measurement Instrumentation	69.7		66.5
Total	$	286.5	$	285.1

We also disaggregate our revenue from contracts with customers by customer type, contract-type and geographic region for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

Second Quarter Ended June 28, 2020 Six Months Ended June 28, 2020
Customer Type Customer Type
(in millions) United States Government (a) Other, Primarily Commercial Total United States Government (a) Other, Primarily Commercial Total
Net Sales:
Instrumentation $ 21.4 $ 241.7 $ 263.1 $ 35.5 $ 512.7 $ 548.2
Digital Imaging 30.1 207.5 237.6 59.4 424.9 484.3
Aerospace and Defense Electronics 57.8 85.3 143.1 111.6 187.8 299.4
Engineered Systems 96.5 3.0 99.5 184.8 11.2 196.0
$ 205.8 $ 537.5 $ 743.3 $ 391.3 $ 1,136.6 $ 1,527.9

~~a) Includes sales as a prime contractor or subcontractor.~~


		Second Quarter Ended June 28, 2020										Six Months Ended June 28, 2020											First Quarter Ended April 4, 2021				First Quarter Ended March 29, 2020
		Contract Type								Contract Type									Customer Type						Customer Type
(in millions)	(in millions)	Fixed Price		Cost Type		Total		Fixed Price		Cost Type		Total		(in millions)	United States Government (a)		Other, Primarily Commercial		Total		United States Government (a)		Other, Primarily Commercial		Total
Net Sales:	Net Sales:													Net Sales:
Instrumentation	Instrumentation	$	261.8	$	1.3	$	263.1	$	544.0	$	4.2	$	548.2	Instrumentation	$	22.6	$	263.9	$	286.5	$	41.5	$	243.6	$	285.1
Digital Imaging	Digital Imaging	214.4		23.2		237.6		435.8		48.5		484.3		Digital Imaging	32.1		231.2		263.3		29.3		217.4		246.7
Aerospace and Defense Electronics	Aerospace and Defense Electronics	143.1		—		143.1		299.2		0.2		299.4		Aerospace and Defense Electronics	53.7		97.5		151.2		53.8		102.5		156.3
Engineered Systems	Engineered Systems	52.7		46.8		99.5		103.0		93.0		196.0		Engineered Systems	99.2		5.5		104.7		88.3		8.2		96.5
		$	672.0	$	71.3	$	743.3	$	1,382.0	$	145.9	$	1,527.9		$	207.6	$	598.1	$	805.7	$	212.9	$	571.7	$	784.6
a) Includes sales as a prime contractor or subcontractor.														a) Includes sales as a prime contractor or subcontractor.

Second Quarter Ended June 28, 2020 Six Months Ended June 28, 2020
Geographic Region (a) Geographic Region (a)
(in millions) United States Europe All other Total United States Europe All other Total
Net sales:
Instrumentation $ 211.3 $ 43.1 $ 8.7 $ 263.1 $ 429.1 $ 98.0 $ 21.1 $ 548.2
Digital Imaging 78.0 61.8 97.8 237.6 155.6 130.6 198.1 484.3
Aerospace and Defense Electronics 125.1 17.8 0.2 143.1 257.0 42.0 0.4 299.4
Engineered Systems 99.5 — — 99.5 196.0 — — 196.0
$ 513.9 $ 122.7 $ 106.7 $ 743.3 $ 1,037.7 $ 270.6 $ 219.6 $ 1,527.9

~~a) Net sales by geographic region of origin.~~


	First Quarter Ended April 4, 2021						First Quarter Ended March 29, 2020
	Contract Type						Contract Type
(in millions)	Fixed Price		Cost Type		Total		Fixed Price		Cost Type		Total
Net Sales:
Instrumentation	$	282.8	$	3.7	$	286.5	$	281.5	$	3.6	$	285.1
Digital Imaging	240.1		23.2		263.3		213.4		33.3		246.7
Aerospace and Defense Electronics	151.1		0.1		151.2		156.1		0.2		156.3
Engineered Systems	51.0		53.7		104.7		50.3		46.2		96.5
	$	725.0	$	80.7	$	805.7	$	701.3	$	83.3	$	784.6


	First Quarter Ended April 4, 2021								First Quarter Ended March 29, 2020
	Geographic Region (a)								Geographic Region (a)
(in millions)	United States		Europe		All other		Total		United States		Europe		All other		Total
Net sales:
Instrumentation	$	213.4	$	58.6	$	14.5	$	286.5	$	217.8	$	54.9	$	12.4	$	285.1
Digital Imaging	80.2		72.2		110.9		263.3		77.6		68.8		100.3		246.7
Aerospace and Defense Electronics	125.5		25.7		0		151.2		131.9		24.2		0.2		156.3
Engineered Systems	104.7		0		0		104.7		96.5		0		0		96.5
	$	523.8	$	156.5	$	125.4	$	805.7	$	523.8	$	147.9	$	112.9	$	784.6
a) Net sales by geographic region of origin.

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Second Quarter Ended June 30, 2019 Six Months Ended June 30, 2019
Customer Type Customer Type
(in millions) United States Government (a) Other, Primarily Commercial Total United States Government (a) Other, Primarily Commercial Total
Net Sales:
Instrumentation $ 18.6 $ 245.5 $ 264.1 $ 32.8 $ 487.8 $ 520.6
Digital Imaging 26.2 222.2 248.4 52.4 428.4 480.8
Aerospace and Defense Electronics 58.5 117.5 176.0 108.0 234.6 342.6
Engineered Systems 83.8 9.7 93.5 163.8 19.4 183.2
$ 187.1 $ 594.9 $ 782.0 $ 357.0 $ 1,170.2 $ 1,527.2

~~a) Includes sales as a prime contractor or subcontractor.~~

Second Quarter Ended June 30, 2019 Six Months Ended June 30, 2019
Contract Type Contract Type
(in millions) Fixed Price Cost Type Total Fixed Price Cost Type Total
Net Sales:
Instrumentation $ 253.7 $ 10.4 $ 264.1 $ 504.7 $ 15.9 $ 520.6
Digital Imaging 232.9 15.5 248.4 432.1 48.7 480.8
Aerospace and Defense Electronics 172.6 3.4 176.0 336.0 6.6 342.6
Engineered Systems 39.7 53.8 93.5 74.6 108.6 183.2
$ 698.9 $ 83.1 $ 782.0 $ 1,347.4 $ 179.8 $ 1,527.2

Second Quarter Ended June 30, 2019 Six Months Ended June 30, 2019
Geographic Region (a) Geographic Region (a)
(in millions) United States Europe All other Total United States Europe All other Total
Net sales:
Instrumentation $ 225.1 $ 30.8 $ 8.2 $ 264.1 $ 436.2 $ 64.4 $ 20.0 $ 520.6
Digital Imaging 80.3 74.4 93.7 248.4 152.7 141.8 $ 186.3 $ 480.8
Aerospace and Defense Electronics 151.6 24.0 0.4 176.0 298.2 43.8 $ 0.6 $ 342.6
Engineered Systems 93.5 — — 93.5 183.2 — — 183.2
$ 550.5 $ 129.2 $ 102.3 $ 782.0 $ 1,070.3 $ 250.0 $ 206.9 $ 1,527.2

~~a) Net sales by geographic region of origin.~~

~~Table of Contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Teledyne Technologies Incorporated (“Teledyne” or the “Company”) provides enabling technologies for industrial growth markets that require advanced technology and high reliability. These markets include aerospace and defense, factory automation, air and water quality environmental monitoring, electronics design and development, oceanographic research, deepwater oil and gas exploration and production, medical imaging and pharmaceutical research. Our products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems, and defense electronics and satellite communication subsystems. We also supply engineered systems for defense, space, environmental and energy applications. We differentiate ourselves from many of our direct competitors by having a customer and ~~company-sponsored~~Company-sponsored applied research center that augments our product development expertise. We believe that technological capabilities and innovation and the ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in our markets and the industries in which we compete.

Strategy/Overview

Our strategy continues to emphasize growth in our core markets of instrumentation, digital imaging, aerospace and defense electronics and engineered systems. Our core markets are characterized by high barriers to entry and include specialized products and services not likely to be commoditized. We intend to strengthen and expand our core businesses with targeted acquisitions and through product development. We continue to focus on balanced and disciplined capital deployment among capital expenditures, ~~product development,~~ acquisitions and ~~share repurchases.~~product development. We aggressively pursue operational excellence to continually improve our margins and earnings by emphasizing cost containment and cost reductions in all aspects of our business. At Teledyne, operational excellence includes the rapid integration of the businesses we acquire. Using complementary technology across our businesses and internal research and development, we seek to create new products to grow our ~~company~~Company and expand our addressable markets. We continue to evaluate our businesses to ensure that they are aligned with our strategy.

Pending FLIR Acquisition and Debt Activities

Teledyne and FLIR Systems, Inc. (“FLIR”) have entered into a definitive agreement under which Teledyne will acquire FLIR in a cash and stock transaction valued at approximately $8.0 billion. Under the terms of the agreement, FLIR stockholders will receive $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implied a total purchase price of $56.00 per FLIR share based on Teledyne’s 5-day volume weighted average price as of December 31, 2020. The transaction is expected to close on May 14, 2021, subject to the receipt of required regulatory approvals, including approvals of Teledyne and FLIR stockholders and other customary closing conditions. Teledyne has received antitrust clearance for the pending acquisition from regulatory authorities in the United States, Canada, China, Germany, Poland and South Korea. In the first quarter of 2021, Teledyne completed various financing activities related to the pending acquisition of FLIR and incurred related interest and debt expense totaling $33.1 million. These activities included entering into a $4.5 billion short term stand-by bridge facility on January 4, 2021, as required by the definitive agreement, resulting in debt expense of $17.2 million. In addition, on March 17, 2021 Teledyne called $493.3 million of existing fixed rate senior notes and incurred debt extinguishment expenses of $13.4 million, which is included in interest and debt expense, net. On March 22, 2021, Teledyne completed all permanent financing for the pending acquisition of FLIR. The permanent financing consists of $3.0 billion investment-grade bonds (the “Notes”), including $300.0 million aggregate principal amount of 0.65% Notes due 2023, $450.0 million aggregate principal amount of 0.95% Notes due 2024, $450.0 million aggregate principal amount of 1.60% Notes due 2026, $700.0 million aggregate principal amount of 2.25% Notes due 2028 and $1.1 billion aggregate principal amount of 2.75% Notes due 2031. Teledyne may redeem the $450.0 million of 0.95% Notes due 2024 at any time or from time to time, in whole or in part, at the Company’s option, from and after April 1, 2022, at a redemption price equal to 100% of the principal amount of the Notes redeemed. Given the permanent financing, together with certain continuing debt, Teledyne expects its weighted average borrowing cost to be less than two percent upon closing the acquisition. The interest expense incurred in the quarter associated with the $3.0 billion Notes offering related to the pending FLIR acquisition totaled $2.5 million. Previously on March 4, 2021, Teledyne entered into a $1.0 billion Term Loan Credit Agreement and Amended and Restated Credit Agreement with capacity of $1.15 billion both maturing on March 4, 2026. The terms of the $1.0 billion Term Loan Credit Agreement allow for prepayments, at the Company’s option, at any time or from time to time, in whole or in part without premium or penalty. As a result of the completion of the permanent debt financing, on March 22, 2021 Teledyne terminated the $4.5 billion stand-by bridge facility. Teledyne intends to use the proceeds from the Notes together with the proceeds from the $1.0 billion Term Loan Credit Agreement, expected to be drawn at the closing of the acquisition, and cash on hand to pay the cash portion of the consideration for the FLIR acquisition and refinance certain existing debt.

Table of Contents

At April 4, 2021, total debt was $3,243.3 million, compared with total debt of $778.5 million at January 3, 2021. The debt balance at April 4, 2021, includes the debt incurred to fund the cash portion of the consideration for the FLIR acquisition. At April 4, 2021, $125.0 million was outstanding under the $750.0 million credit facility with available borrowing capacity under the facility, which is reduced by borrowings and certain outstanding letters of credit, of $616.0 million.

COVID-19 and ~~other matters~~Other Matters

With regard to the COVID-19 pandemic, our first priority remains the health and safety of our employees and their families. ~~Up to 30% of our total personnel are working from home.~~ Our manufacturing sites are deemed essential businesses and remain operational, and we are practicing social distancing, enhanced cleaning protocols, usage of personal protective equipment and other preventative measures. We are providing certain incentives to employees to promote vaccinations.

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. ~~Teledyne’s balance sheet is strong, with $382.8 million of cash and cash equivalents and $614.5 million available under our credit facility maturing in 2024.~~ However, given the continuing dynamic nature of this situation, the Company may not fully estimate the impacts of COVID-19 on its financial condition, results of operations or cash flows.

~~We are currently monitoring an~~As part of a continuing effort to reduce costs and improve operating performance, as well as to respond to the impact of COVID-19, beginning in 2020, the Company took actions to reduce headcount across various businesses, reducing our exposure ~~of approximately $40.0 million related~~ to ~~certain receivables, inventories and additional AOS-related expenses~~weak end markets, such as a result of the March 27, 2020 bankruptcy of OneWeb Global Limited and its subsidiaries (“OneWeb”). Teledyne’s customer, Airbus OneWeb Satellites, LLC (“AOS”), a joint venture of OneWeb and Airbus Defense and Space, has not declared bankruptcy. Although it is reasonably possible that we may recognize a loss, given the uncertainty of the situation at this time, a loss, if any, will depend on the outcome of future events that could impact AOS.commercial aerospace.

~~Recent Acquisitions~~

~~Acquisition of the OakGate Technology, Inc.~~

~~Acquisition of Micralyne, Inc.~~

On August 30, 2019, we acquired Micralyne Inc. for $26.2 million in cash, net of cash acquired and including a $0.5 million purchase price adjustment paid in January 2020. Based in Edmonton, Alberta, Canada, Micralyne is a privately-owned foundry providing Micro Electro Mechanical Systems or MEMS devices. In particular, Micralyne possesses unique microfluidic technology for biotech applications, as well as capabilities in non-silicon-based MEMS (e.g. gold, polymers) often required for human body compatibility. The acquired business is part of the Digital Imaging segment.

~~Acquisition of the gas and flame detection business of 3M Company~~

On August 1, 2019, we acquired the gas and flame detection business of 3M Company for $233.5 million in cash, net of cash acquired. The gas and flame detection business includes Oldham, Simtronics, Gas Measurement Instruments, Detcon and select Scott Safety products. The gas and flame detection business provides a portfolio of fixed and portable industrial gas and flame detection instruments used in a variety of industries including petrochemical, power generation, oil and gas, food and beverage,

~~Table of Contents~~

mining and waste water treatment. Principally located in France, the United Kingdom and the United States, the acquired business is part of the Environmental product line within of the Instrumentation segment.

~~Acquisition of the scientific imaging businesses of Roper Technologies, Inc.~~

Teledyne funded the ~~acquisitions~~acquisition with ~~borrowings under its credit facility and~~ cash on hand. The results of ~~each~~the OakGate acquisition have been included in Teledyne’s results since the date of ~~each respective~~the acquisition.

Results of Operations

Second Quarter Six Months
(in millions) 2020 2019 2020 2019
Net sales $ 743.3 $ 782.0 $ 1,527.9 $ 1,527.2
Costs and expenses
Cost of sales 460.6 463.6 953.2 927.5
Selling, general and administrative expenses 172.9 186.5 360.9 370.5
Total costs and expenses 633.5 650.1 1,314.1 1,298.0
Operating income 109.8 131.9 213.8 229.2
Interest expense, net (3.7) (5.4) (7.8) (10.8)
Non-service retirement benefit income 3.2 2.0 5.7 4.2
Other expense, net (1.4) (0.6) (2.8) (1.8)
Income before income taxes 107.9 127.9 208.9 220.8
Provision for income taxes 14.2 23.3 33.0 40.9
Net income $ 93.7 $ 104.6 $ 175.9 $ 179.9

Second Quarter % Six Months %
(dollars in millions) 2020 2019 Change 2020 2019 Change
Net sales(a):
Instrumentation $ 263.1 $ 264.1 (0.4) % $ 548.2 $ 520.6 5.3 %
Digital Imaging 237.6 248.4 (4.3) % 484.3 480.8 0.7 %
Aerospace and Defense Electronics 143.1 176.0 (18.7) % 299.4 342.6 (12.6) %
Engineered Systems 99.5 93.5 6.4 % 196.0 183.2 7.0 %
Total net sales $ 743.3 $ 782.0 (4.9) % $ 1,527.9 $ 1,527.2 — %
Operating income:
Instrumentation $ 48.5 $ 49.0 (1.0) % $ 99.3 $ 88.9 11.7 %
Digital Imaging 46.8 51.6 (9.3) % 90.6 88.2 2.7 %
Aerospace and Defense Electronics 17.5 38.6 (54.7) % 30.9 71.1 (56.5) %
Engineered Systems 10.8 9.0 20.0 % 22.2 15.4 44.2 %
Corporate expense (13.8) (16.3) (15.3) % (29.2) (34.4) (15.1) %
Total operating income $ 109.8 $ 131.9 (16.8) % $ 213.8 $ 229.2 (6.7) %


~~(a)~~			Net sales excludes inter-segment sales of $5.5 million and $12.4 million for the second quarter and first six months of 2020 respectively, and $4.0 million and $10.4 million for the second quarter and first six months of 2019.


	First Quarter
(in millions)	2021		2020
Net sales	$	805.7	$	784.6
Costs and expenses
Cost of sales	492.5		492.6
Selling, general and administrative expenses	178.0		188.0
Total costs and expenses	670.5		680.6
Operating income	135.2		104.0
Interest and debt expense, net	(35.7)		(4.1)
Non-service retirement benefit income	2.8		2.5
Other expense, net	(1.0)		(1.4)
Income before income taxes	101.3		101.0
Provision for income taxes	16.6		18.8



Net income	$	84.7	$	82.2

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	First Quarter				%
(dollars in millions)	2021		2020		Change
Net sales(a):
Instrumentation	$	286.5	$	285.1	0.5	%
Digital Imaging	263.3		246.7		6.7	%
Aerospace and Defense Electronics	151.2		156.3		(3.3)	%
Engineered Systems	104.7		96.5		8.5	%
Total net sales	$	805.7	$	784.6	2.7	%
Operating income:
Instrumentation	$	59.4	$	50.8	16.9	%
Digital Imaging	52.0		43.8		18.7	%
Aerospace and Defense Electronics	28.3		13.4		111.2	%
Engineered Systems	14.9		11.4		30.7	%
Corporate expense	(19.4)		(15.4)		26.0	%
Total operating income	$	135.2	$	104.0	30.0	%
(a) Net sales excludes inter-segment sales of $4.2 million and $6.9 million for the first quarter of 2021 and 2020,

The table below presents net sales and cost of sales by segment and total company:


		Second Quarter									Six Months										First Quarter
(dollars in millions)	(dollars in millions)	2020			2019			2020			2019			(dollars in millions)	2021			2020
Instrumentation	Instrumentation													Instrumentation
Net sales	Net sales	$	263.1		$	264.1		$	548.2		$	520.6		Net sales	$	286.5		$	285.1
Cost of sales	Cost of sales	$	147.5		$	146.6		$	305.3		$	293.6		Cost of sales	$	155.9		$	157.8
Cost of sales as a % of net sales	Cost of sales as a % of net sales	56.1		%	55.5		%	55.7		%	56.4		%	Cost of sales as a % of net sales	54.4		%	55.4		%
Digital Imaging	Digital Imaging													Digital Imaging
Net sales	Net sales	$	237.6		$	248.4		$	484.3		$	480.8		Net sales	$	263.3		$	246.7
Cost of sales	Cost of sales	$	135.8		$	137.0		$	281.3		$	276.6		Cost of sales	$	153.8		$	145.5
Cost of sales as a % of net sales	Cost of sales as a % of net sales	57.2		%	55.2		%	58.1		%	57.6		%	Cost of sales as a % of net sales	58.4		%	59.0		%
Aerospace and Defense Electronics	Aerospace and Defense Electronics													Aerospace and Defense Electronics
Net sales	Net sales	$	143.1		$	176.0		$	299.4		$	342.6		Net sales	$	151.2		$	156.3
Cost of sales	Cost of sales	$	96.4		$	102.8		$	207.2		$	203.4		Cost of sales	$	99.6		$	110.8
Cost of sales as a % of net sales	Cost of sales as a % of net sales	67.4		%	58.4		%	69.2		%	59.4		%	Cost of sales as a % of net sales	65.9		%	70.9		%
Engineered Systems	Engineered Systems													Engineered Systems
Net sales	Net sales	$	99.5		$	93.5		$	196.0		$	183.2		Net sales	$	104.7		$	96.5
Costs of sales	Costs of sales	$	80.9		$	77.2		$	159.4		$	153.9		Costs of sales	$	83.2		$	78.5
Cost of sales as a % of net sales	Cost of sales as a % of net sales	81.3		%	82.6		%	81.3		%	84.0		%	Cost of sales as a % of net sales	79.5		%	81.3		%
Total Company	Total Company													Total Company
Net sales	Net sales	$	743.3		$	782.0		$	1,527.9		$	1,527.2		Net sales	$	805.7		$	784.6
Costs of sales	Costs of sales	$	460.6		$	463.6		$	953.2		$	927.5		Costs of sales	$	492.5		$	492.6
Cost of sales as a % of net sales	Cost of sales as a % of net sales	62.0		%	59.3		%	62.4		%	60.7		%	Cost of sales as a % of net sales	61.1		%	62.8		%

~~Second~~

Table of Contents

First Quarter ~~and First Six Months~~ Results

The following is a discussion of our ~~2020 second~~2021 first quarter ~~and first six months~~ results compared with the ~~2019 second~~2020 first quarter ~~and first six months~~ results. Comparisons are with the corresponding reporting period of ~~2019,~~2020, unless noted otherwise. In

First quarter of 2021 compared with the first quarter of 2020 ~~we acquired OakGate Technology, Inc.~~

~~Second~~Our first quarter of ~~2020 compared with the second quarter of 2019~~

~~Our second quarter of 2020~~2021 net sales ~~decreased 4.9%~~increased 2.7%. Net income for the ~~second~~first quarter of ~~2020 decreased 10.4%~~2021 increased 3.0%. Net income per diluted share was ~~$2.48~~$2.23 for the ~~second~~first quarter of ~~2020,~~2021, compared with net income per diluted share of ~~$2.80. The second~~$2.17. In connection with the pending FLIR acquisition, in the first quarter of ~~2020~~2021, Teledyne incurred pretax charges of $39.0 million which included ~~$8.6~~$33.1 million in interest and debt expense related to permanent financing for the pending FLIR acquisition and $5.9 million in corporate expense for transaction costs. The first quarter of 2021 included $1.0 million in severance and facility consolidation costs, compared with $10.4 million in severance, facility consolidation, acquisition and ~~acquisition costs compared with $1.3 million~~certain changes in ~~severance, facility consolidation and acquisition costs~~contract cost estimates for the ~~second~~first quarter of ~~2019.~~2020. The ~~second~~first quarter of ~~2020~~2021 included net discrete income tax benefits of ~~$10.4~~$6.3 million compared with ~~$4.3 million for the second quarter of 2019.~~$4.2 million.

Net Sales

The ~~second~~first quarter of 2021 net sales, compared with the first quarter of 2020 net sales, ~~compared with the second quarter of 2019 net sales,~~ reflected ~~lower~~higher net sales in each segment except the ~~Engineered Systems segment. The second quarter of 2020 sales included $29.5 million~~Aerospace and Defense Electronics segment, which was impacted by continued weakness in ~~incremental net sales from recent acquisitions.~~the commercial aerospace industry.

Cost of Sales

Cost of sales decreased ~~$3.0~~$0.1 million in the ~~second~~first quarter of ~~2020 and reflected the impact of lower sales, partially offset by higher severance and facility costs.~~2021. Cost of sales as a percentage of net sales ~~increased~~decreased for the ~~second~~first quarter of ~~2020~~2021 to ~~62.0%~~61.1%, from ~~59.3% and reflected the impact of higher severance and facility consolidation costs.~~62.8%.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, including research and development expense, decreased ~~$13.6~~$10.0 million in the ~~second~~first quarter of ~~2020~~2021 and ~~primarily~~ reflected the lower research and development expense of $7.1 million and lower severance and facility consolidation expense, partially offset by the impact of ~~lower~~higher sales. Selling, general and administrative expenses for the ~~second~~first quarter of ~~2020,~~2021, as a percentage of net sales decreased to ~~23.2%~~22.1% from ~~23.8%~~24.0% and reflected the impact of lower research and development expense, partially offset by the impact of higher corporate expense. Corporate expense, which is included in selling, general and administrative expenses, was ~~$13.8~~$19.4 million for the ~~second~~first quarter of ~~2020,~~2021, compared with ~~$16.3~~$15.4 million and reflected ~~lower consulting and travel expense. In~~FLIR transaction expenses in 2021 of $5.9 million. Stock option compensation expense was $4.2 million for the ~~second~~first quarter of ~~2020 and 2019, we recorded a total of $5.7 million and $5.8 million, respectively,~~2021 compared with $7.4 million. The decrease in stock option ~~compensation expense.~~

~~Table~~expense in the first quarter of ~~Contents~~

2021, reflects the absence of stock option grants in the first quarter of 2021.

Pension Service Expense

Pension service expense is included in both cost of sales and selling general and administrative expense. For the ~~second~~first quarter of ~~2020~~2021, pension service expense was ~~$2.6~~$2.7 million compared with ~~$2.3~~$2.6 million. For ~~2020,~~2021, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans was ~~3.41%~~2.64% compared with ~~4.59%~~3.41% in ~~2019.~~2020.

Operating Income

Operating income for the ~~second~~first quarter of 2021 increased 30.0%. The first quarter of 2021, compared with the first quarter of 2020, ~~decreased 16.8%. The second quarter of 2020, compared with the second quarter of 2019,~~ reflected ~~lower~~higher operating income in each business segment, ~~except~~partially offset by higher corporate expense. Operating income included $5.9 million in corporate expense for related transaction costs for the ~~Engineered Systems segment.~~pending FLIR acquisition. The ~~second~~first quarter of ~~2020~~2021 included ~~$8.6~~$1.0 million in severance and facility consolidation costs, compared with $10.4 million in in severance, facility consolidation, acquisition and ~~acquisition costs, compared with $1.3 million~~certain changes in ~~severance, facility consolidation and acquisition costs~~contract cost estimates for the ~~second~~first quarter of ~~2019. The incremental operating income included in the results for the second quarter of 2020 from recent acquisitions was $1.9 million.~~2020.

Interest and Debt Expense, Non-Service Retirement Benefit Income and Other Income/Expense

Interest and debt expense, net of interest income, was ~~$3.7~~$35.7 million for the ~~second~~first quarter of ~~2020,~~2021, compared with ~~$5.4~~$4.1 million, and primarily reflected the impact ~~of lower average~~$33.1 million in debt and interest ~~rates.~~expense related to obtaining permanent financing for the pending FLIR acquisition. Non-service retirement benefit income was ~~$3.2~~$2.8 million for the ~~second~~first quarter of ~~2020,~~2021, compared with ~~$2.0~~$2.5 million. Other income and expense was expense of ~~$1.4~~$1.0 million for the ~~second~~first quarter of ~~2020,~~2021, compared with expense of ~~$0.6~~$1.4 million.

Income Taxes

The income tax provision is calculated using an estimated annual effective tax rate, based upon estimates of annual income, permanent items, statutory tax rates and planned tax strategies in the various jurisdictions in which we operate except that certain loss jurisdictions and discrete items, such as the resolution of uncertain tax positions and share-based accounting income tax benefits, are treated separately.

The Company’s effective income tax rate for the ~~second~~first quarter of ~~2020~~2021 was ~~13.2%~~16.4%, compared with ~~18.2%~~18.6%. The ~~second~~first quarter of ~~2020~~2021 reflected net discrete income tax benefits of ~~$10.4~~$6.3 million, which included a ~~$9.8~~$4.8 million income tax benefit related to share-based accounting. The ~~second~~first quarter of ~~2019~~2020 included net discrete tax benefits of ~~$4.3~~$4.2 million, which included a ~~$4.8~~$4.7 million income tax benefit related to share-based accounting. Excluding the net discrete income tax benefits in both periods,

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the effective tax rates would have been 22.6% for the first quarter of 2021 and 22.8% for the ~~second~~first quarter of ~~2020 and 21.6% for the second quarter of 2019.~~2020. The Company’s annual effective tax rate for fiscal year ~~2020~~2021 is expected to be ~~22.8%~~22.6% before discrete tax items. In addition, we currently expect ~~significantly~~ less discrete tax items in ~~2020~~2021 compared with ~~2019.~~2020.

~~First six months of 2020 compared with the first six months of 2019~~

Our first six months of 2020 net sales increased slightly. Net income for the first six months of 2020 decreased 2.2%. Net income per diluted share was $4.65 for the first six months of 2020 compared with net income per diluted share of $4.82. The first six months of 2020 included net discrete income tax benefits of $14.6 million compared with $7.4 million. The first six months of 2020 included $19.0 million in severance, facility consolidation, acquisition and certain changes in contract cost estimates, compared with $3.7 million in severance and facility consolidation costs for the first six months of 2019.

~~Net Sales~~

The first six months of 2020 net sales, compared with the first six months of 2019 net sales, reflected higher net sales in each segment except the Aerospace and Defense segment. The first six months of 2020 included $60.2 million in incremental net sales from recent acquisitions.

~~Cost of Sales~~

Cost of sales increased $25.7 million in the first six months of 2020 and primarily reflected the impact of severance, facility consolidation, acquisition and certain changes in contract cost estimates. Cost of sales as a percentage of net sales for the six months of 2020 increased to 62.4%, compared with 60.7% and reflected the impact of severance, facility consolidation, acquisition and certain changes in contract cost estimates.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses, including research and development, decreased by $9.6 million in the first six months of 2020 and reflected lower research and development expense and lower corporate expense. Selling, general and administrative expenses for the first six months of 2020, as a percentage of net sales, decreased slightly to 23.6% compared with 24.3%. In the first six months of 2020 and 2019, we recorded a total of $13.1 million and $14.7 million, respectively, in stock option compensation expense.

~~Pension Service Expense~~

~~Pension service expense for the first six months of 2020 was $5.2 million compared with $4.7 million.~~

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~~Operating Income~~

Operating income for the first six months of 2020 decreased 6.7%. The first six months of 2020 compared with the first six months of 2019, reflected higher operating income in each segment except the Aerospace and Defense segment. Corporate expense of $29.2 million in the first six months of 2020 compared with $34.4 million and reflected lower compensation and consulting expense. The incremental operating income included in the results for the first six months of 2020 from recent acquisitions was $3.0 million.

~~Interest Expense, Non-Service Retirement Benefit Income and Other Income/Expense~~

Interest expense, net of interest income, was $7.8 million for the first six months of 2020, compared with $10.8 million and primarily reflected lower average interest rates in 2020. Other income and expense was expense of $2.8 million for the first six months of 2020, compared with expense of $1.8 million.

~~Income Taxes~~

The Company’s effective income tax rate for the first six months of 2020 was 15.8% compared with 18.5%. The first six months of 2020 reflected $14.6 million in net discrete income tax benefits, which included a $14.5 million income tax benefit related to share-based accounting. The first six months of 2019 reflected $7.4 million in net discrete income tax benefits, which included a $7.7 million income tax benefit related to share-based accounting. Excluding the net discrete income tax items in both periods, the effective tax rates would have been 22.8% for the first six months of 2020 and 21.9% for the first six months of 2019.

Segment Results

Segment results ~~includes~~include net sales and operating income by segment but excludes non-service retirement benefit income, equity income or loss, unusual non-recurring legal matter settlements, interest income and expense, gains and losses on the disposition of assets, sublease rental income and non-revenue licensing and royalty income, domestic and foreign income taxes and corporate office expenses. Corporate expense includes various administrative expenses relating to the corporate office and certain nonoperating expenses, including certain ~~acquisition related~~acquisition-related transaction costs, not allocated to our segments. See Note 14 to these condensed consolidated financial statements for additional segment information.

Instrumentation


		Second Quarter									Six Months										First Quarter
(dollars in millions)	(dollars in millions)	2020			2019			2020			2019			(dollars in millions)	2021			2020
Net sales	Net sales	$	263.1		$	264.1		$	548.2		$	520.6		Net sales	$	286.5		$	285.1
Cost of sales	Cost of sales	$	147.5		$	146.6		$	305.3		$	293.6		Cost of sales	$	155.9		$	157.8
Selling, general and administrative expenses	Selling, general and administrative expenses	$	67.1		$	68.5		$	143.6		$	138.1		Selling, general and administrative expenses	$	71.2		$	76.5
Operating income	Operating income	$	48.5		$	49.0		$	99.3		$	88.9		Operating income	$	59.4		$	50.8
Cost of sales as a % of net sales	Cost of sales as a % of net sales	56.1		%	55.5		%	55.7		%	56.4		%	Cost of sales as a % of net sales	54.4		%	55.4		%
Selling, general and administrative expenses % of net sales	Selling, general and administrative expenses % of net sales	25.5		%	25.9		%	26.2		%	26.5		%	Selling, general and administrative expenses % of net sales	24.9		%	26.8		%
Operating income as a % of net sales	Operating income as a % of net sales	18.4		%	18.6		%	18.1		%	17.1		%	Operating income as a % of net sales	20.7		%	17.8		%

~~Second~~First quarter of ~~2020~~2021 compared with the ~~second~~first quarter of ~~2019~~2020

The Instrumentation segment’s ~~second~~first quarter of ~~2020~~2021 net sales ~~decreased 0.4%~~increased 0.5%. Operating income for the ~~second~~first quarter of ~~2020 decreased 1.0%~~2021 increased 16.9%.

The ~~second~~first quarter of ~~2020~~2021 net sales ~~decrease~~increase resulted from ~~lower~~higher sales of ~~marine~~environmental instrumentation and test and measurement instrumentation, ~~mostly~~partially offset by ~~higher~~lower sales of ~~environmental~~marine instrumentation. Sales of environmental instrumentation ~~increased $6.9 million, sales of~~and test and measurement instrumentation ~~decreased $6.4~~increased $5.5 million and ~~sales~~$3.2 million, respectively. Sales of marine instrumentation decreased ~~$1.5~~$7.3 million. ~~Environmental instrumentation included $21.7 million~~The increase in ~~sales~~operating income reflected improved margins across most product categories resulting from ~~the 2019 acquisition of the gas and flame detection businesses. Test and measurement instrumentation included $4.8 million in sales from the 2020 acquisition of OakGate. Operating income second~~ongoing margin improvement initiatives.

The first quarter of 2020 included $2.8 million in higher severance and facility consolidation costs, partially offset by improved product line margins. The operating profit included in the results for the second quarter of 2020 from recent acquisitions was $1.8 million.

~~The second quarter of 2020~~2021 cost of sales ~~increased $0.9~~decreased $1.9 million. Cost of sales as a percentage of net sales for the ~~second~~first quarter of ~~2020 increased slightly~~2021 decreased to ~~56.1%~~54.4% from ~~55.5%~~55.4%. ~~Second~~First quarter ~~2020~~2021 selling, general and administrative expenses decreased ~~$1.4 million.~~$5.3 million, primarily as a result of ongoing margin improvement initiatives. The selling, general and administrative expense percentage decreased ~~slightly~~ to ~~25.5%~~24.9% in the ~~second~~first quarter of ~~2020~~2021 from ~~25.9%.~~26.8% and reflected ongoing margin improvement initiatives.

Digital Imaging


	First Quarter
(dollars in millions)	2021			2020
Net sales	$	263.3		$	246.7
Cost of sales	$	153.8		$	145.5
Selling, general and administrative expenses	$	57.5		$	57.4
Operating income	$	52.0		$	43.8
Cost of sales as a % of net sales	58.4		%	59.0		%
Selling, general and administrative expenses % of net sales	21.9		%	23.2		%
Operating income as a % of net sales	19.7		%	17.8		%

First quarter of 2021 compared with the first quarter of 2020

The Digital Imaging segment’s first quarter of 2021 net sales increased 6.7%. Operating income for the first quarter of 2021 increased 18.7%.

The first quarter of 2021 net sales primarily reflected greater sales of industrial and scientific sensors and cameras, detectors for space imaging applications, as well as geospatial imaging systems. The increase in operating income in the first quarter of 2021 reflected the increase in sales as well as improved margins across most product categories.

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~~First six months of 2020 compared with the first six months of 2019~~

~~The Instrumentation segment’s first six months 2020 net sales increased 5.3%. Operating income for the first six months of 2020 increased of 11.7%.~~

The first ~~six months~~quarter of 2020 net sales increase resulted from higher sales of environmental and marine instrumentation, partially offset by lower sales of test and measurement instrumentation. Sales of environmental instrumentation increased $29.8 million and sales of marine instrumentation increased $2.6 million. Sales of test and measurement instrumentation decreased $4.8 million. Environmental instrumentation included $47.6 million in sales from the 2019 acquisition of the gas and flame detection businesses. Test and measurement instrumentation included $6.9 million in sales from the 2020 acquisition of OakGate. The increase in operating income the first six months of 2020 reflected the impact of higher sales and improved product line margins.

~~The first six months of 2020~~2021 cost of sales increased ~~by $11.7~~$8.3 million and primarily reflected the impact of higher sales. The cost of sales percentage decreased slightly to 55.7% from 56.4%. The first six months of 2020 selling, general and administrative expenses increased by $5.5 million and primarily reflected the impact higher sales. The selling, general and administrative expense percentage decreased slightly to 26.2% in the first six months of 2020 from 26.5%.

~~Digital Imaging~~

Second Quarter Six Months
(dollars in millions) 2020 2019 2020 2019
Net sales $ 237.6 $ 248.4 $ 484.3 $ 480.8
Cost of sales $ 135.8 $ 137.0 $ 281.3 $ 276.6
Selling, general and administrative expenses $ 55.0 $ 59.8 $ 112.4 $ 116.0
Operating income $ 46.8 $ 51.6 $ 90.6 $ 88.2
Cost of sales as a % of net sales 57.2 % 55.2 % 58.1 % 57.6 %
Selling, general and administrative expenses % of net sales 23.1 % 24.0 % 23.2 % 24.1 %
Operating income as a % of net sales 19.7 % 20.8 % 18.7 % 18.3 %

~~Second quarter of 2020 compared with the second quarter of 2019~~

~~The Digital Imaging segment’s second quarter of 2020 net sales decreased 4.3%. Operating income for the second quarter of 2020 decreased 9.3%.~~

The second quarter of 2020 net sales primarily reflected lower sales of X-ray products for dental and medical applications, due in part to deferred patient treatments, and geospatial imaging products, partially offset by greater sales of infrared detectors for defense applications and $3.0 million in incremental sales from a 2019 acquisition. The decrease in operating income in the second quarter of 2020 primarily reflected the impact of lower sales.

~~The second quarter of 2020 cost of sales decreased $1.2 million and primarily reflected the impact of lower~~ sales. Cost of sales as a percentage of net sales for the ~~second~~first quarter of ~~2020 increased~~2021 decreased slightly to ~~57.2%~~58.4% from ~~55.2%~~59.0%. ~~Second~~First quarter ~~2020~~2021 selling, general and administrative expenses increased $0.1 million. The selling, general and administrative expense percentage decreased ~~$4.8~~to 21.9% in the first quarter of 2021 from 23.2%.

Aerospace and Defense Electronics


	First Quarter
(dollars in millions)	2021			2020
Net sales	$	151.2		$	156.3
Cost of sales	$	99.6		$	110.8
Selling, general and administrative expenses	$	23.3		$	32.1
Operating income	$	28.3		$	13.4
Cost of sales as a % of net sales	65.9		%	70.9		%
Selling, general and administrative expenses % of net sales	15.4		%	20.5		%
Operating income as a % of net sales	18.7		%	8.6		%

First quarter of 2021 compared with the first quarter of 2020

The Aerospace and Defense Electronics segment’s first quarter of 2021 net sales decreased 3.3%. Operating income for the first quarter of 2021 increased 111.2%.

The first quarter of 2021 net sales reflected $10.7 million ~~reflecting~~of lower sales for aerospace electronics, partially offset by higher sales of $5.6 million for defense and space electronics. The continued weakness in the commercial aerospace industry has negatively affected sales of aerospace electronics. Operating income in the first quarter of 2021 reflected the impact of a lower cost structure due to actions taken in 2020, lower severance, facility consolidation and lower research and development costs. Operating income in the first quarter of 2021 included $0.2 million in severance and facility consolidation costs, compared with $8.2 million in severance, facility consolidation and certain changes in contract cost estimates for the first quarter of 2020. Research and development expense was lower by $4.7 million in the first quarter of 2021, and primarily reflected lower spending for aerospace electronics.

The first quarter of 2021 cost of sales decreased $11.2 million and reflected the impact of lower sales, as well as lower severance and facility consolidation expense. Cost of sales as a percentage of net sales for the first quarter of 2021 decreased to 65.9% from 70.9% and reflected impact of lower severance and facility consolidation expense. Selling, general and administrative expenses, including research and development expense, decreased to $23.3 million in the first quarter of 2021 from $32.1 million and reflected the impact of lower sales and lower research and development expense. The selling, general and administrative expense percentage decreased to ~~23.1% in the second quarter of 2020 from 24.0% and reflected the impact lower research and development expense.~~

~~First six months of 2020 compared with the first six months of 2019~~

~~The Digital Imaging segment’s first six months of 2020 net sales increased 0.7%. Operating income for the first six months of 2020 increased 2.7%.~~

The first six months of 2020 net sales primarily reflected higher sales of infrared detectors for defense applications and MEMS products, partially offset by lower sales of X-ray products for dental and medical applications, due in part to deferred patient treatments, as well as geospatial imaging products. The first six months of 2020 also included $5.7 million in sales from recent acquisitions. The increase in operating income15.4% in the first ~~six months~~quarter of ~~2020 primarily reflected the impact of higher sales and lower research and development expense.~~

~~The first six months of 2020 cost of sales increased $4.7 million~~2021 from 20.5% and reflected the impact of ~~higher sales. The cost of sales percentage in 2020 increased slightly to 58.1% compared with 57.6%. Selling, general~~lower severance, facility consolidation and administrative expenses, including research and development expense, increased to $90.6 million in the first six months of 2020, from $88.2 million and reflected the impact of higher net sales, partially offset by lower research and development expense. The selling, general and administrative expense percentage decreased to 23.2% in the first six months of 2020 from 24.1% and reflected the impact of lower research and development expense.

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Engineered Systems

~~Aerospace and Defense Electronics~~


	First Quarter
(dollars in millions)	2021			2020
Net sales	$	104.7		$	96.5
Cost of sales	$	83.2		$	78.5
Selling, general and administrative expenses	$	6.6		$	6.6
Operating income	$	14.9		$	11.4
Cost of sales as a % of net sales	79.5		%	81.3		%
Selling, general and administrative expenses % of net sales	6.3		%	6.9		%
Operating income as a % of net sales	14.2		%	11.8		%

Second Quarter Six Months
(dollars in millions) 2020 2019 2020 2019
Net sales $ 143.1 $ 176.0 $ 299.4 $ 342.6
Cost of sales $ 96.4 $ 102.8 $ 207.2 $ 203.4
Selling, general and administrative expenses $ 29.2 $ 34.6 $ 61.3 $ 68.1
Operating income $ 17.5 $ 38.6 $ 30.9 $ 71.1
Cost of sales as a % of net sales 67.4 % 58.4 % 69.2 % 59.4 %
Selling, general and administrative expenses % of net sales 20.4 % 19.7 % 20.5 % 19.8 %
Operating income as a % of net sales 12.2 % 21.9 % 10.3 % 20.8 %

~~Second~~First quarter of ~~2020 compared with the second quarter of 2019~~

~~The Aerospace and Defense Electronics segment’s second quarter of 2020 net sales decreased 18.7%. Operating income for the second quarter of 2020 decreased 54.7%.~~

The second quarter of 2020 net sales reflected $26.9 million of lower sales for aerospace electronics and lower sales of $6.0 million for defense and space electronics. The continued weakness in the commercial aerospace industry, due to COVID-19, has negatively affected sales of aerospace electronics. Reduced sales of defense and space electronics resulted from the OneWeb program. The decrease in operating income the second quarter of 2020 reflected impact of lower sales and $4.9 million in higher severance and facility consolidation costs.

The second quarter of 2020 cost of sales decreased $6.4 million and reflected the impact of lower sales, partially offset by higher severance and facility consolidation costs. Cost of sales as a percentage of net sales for the second quarter of 2020 increased to 67.4% from 58.4% and reflected impact of higher severance and facility consolidation costs. Selling, general and administrative expenses, including research and development expense, decreased to $29.2 million in the second quarter of 2020 from $34.6 million and primarily reflected the impact of lower sales. The selling, general and administrative expense percentage increased slightly to 20.4% in the second quarter of 2020 from 19.7%.

~~First six months of 2020~~2021 compared with the first ~~six months~~quarter of ~~2019~~2020

The ~~Aerospace and Defense Electronics~~Engineered Systems segment’s first ~~six months~~quarter of ~~2020~~2021 net sales ~~decreased 12.6%~~increased 8.5%. Operating income for the first ~~six months~~quarter of 2020 ~~decreased 56.5%~~increased 30.7%.

The first six months of 2020 net sales reflected $47.0 million of lower sales for aerospace electronics, partially offset by higher sales of $3.8 million for defense and space electronics. The continued weakness in the commercial aerospace industry, due to COVID-19, has negatively affected sales of aerospace electronics. The decrease in operating income in the first six months of 2020 primarily reflected the impact of lower sales and $12.9 million of higher severance, facility consolidation and certain changes in contract cost estimates.

The first six months of 2020 cost of sales increased by $3.8 million and reflected the impact of higher severance and facility consolidation costs, partially offset by lower sales. Cost of sales as a percentage of sales for the first six months of 2020 increased to 69.2% from 59.4% in the first six months of 2019 and reflected impact of higher severance and facility consolidation costs. Selling, general and administrative expenses, including research and development expense, decreased to $61.3 million in the first six months of 2020, compared with $68.1 million for the first six months of 2019 and primarily reflected the impact of lower sales. The selling, general and administrative expense percentage increased slightly to 20.5% in the first six months of 2020, compared with 19.8%.

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~~Engineered Systems~~

Second Quarter Six Months
(dollars in millions) 2020 2019 2020 2019
Net sales $ 99.5 $ 93.5 $ 196.0 $ 183.2
Cost of sales $ 80.9 $ 77.2 $ 159.4 $ 153.9
Selling, general and administrative expenses $ 7.8 $ 7.3 $ 14.4 $ 13.9
Operating income $ 10.8 $ 9.0 $ 22.2 $ 15.4
Cost of sales as a % of net sales 81.3 % 82.6 % 81.3 % 84.0 %
Selling, general and administrative expenses % of net sales 7.8 % 7.8 % 7.4 % 7.6 %
Operating income as a % of net sales 10.9 % 9.6 % 11.3 % 8.4 %

~~Second~~ quarter of ~~2020 compared with the second quarter of 2019~~

~~The Engineered Systems segment’s second quarter of 2020 net sales increased 6.4%. Operating income increased 20.0%.~~

~~The second quarter of 2020~~2021 net sales reflected higher sales of ~~$5.8~~$8.7 million of engineered products and ~~$1.5~~$0.3 million for turbine engines, partially offset by lower sales of ~~$1.3~~$0.8 million of energy systems. The higher sales ~~of engineered products and services~~ primarily reflected increased sales from ~~marine, nuclear~~defense and other manufacturing programs, as well as electronic manufacturing services products. ~~Turbine engine sales reflected greater sales~~The increase in

Table of ~~Harpoon missile engines. Operating~~Contents

operating income in the ~~second~~first quarter of ~~2020~~2021 reflected the impact of higher sales and a greater mix of higher margin fixed-price manufacturing programs.

The ~~second~~first quarter of ~~2020~~2021 cost of sales increased ~~$3.7~~$4.7 million and primarily reflected the impact of higher sales. Cost of sales as a percentage of net sales for the ~~second~~first quarter of ~~2020~~2021 decreased to ~~81.3%~~79.5% from ~~82.6%~~81.3%. Selling, general and administrative ~~expenses~~expense was ~~$7.8~~$6.6 million for both the ~~second~~first quarter of ~~2020 compared with $7.3 million in 2019.~~2021 and 2020. The selling, general and administrative expense percentage was ~~7.8% for the both the second quarter of 2020 and 2019.~~

~~First six months of 2020 compared with the first six months of 2019~~

~~The Engineered Systems segment’s first six months of 2020 net sales increased 7.0%. Operating income~~6.3% for the first ~~six months~~quarter of ~~2020 increased 44.2%.~~

The first six months of 2020 net sales reflected higher sales of $8.6 million of engineered products and services and $5.2 for turbine engines, partially offset by $1.0 million of lower sales of energy systems products. The higher sales of engineered products and services, primarily reflected increased sales from marine, nuclear and other manufacturing programs, as well as electronic manufacturing services products, partially offset by lower sales related to missile defense. The higher sales of turbine engines reflected increased sales for the Harpoon missile program. Operating income in the first six months of 2020 reflected the impact of higher sales.

The first six months of 2020 cost of sales increased by $5.5 million and primarily reflected the impact of higher sales. Cost of sales as a percentage of sales for the first six months of 2020 decreased to 81.3% from 84.0%. Selling, general and administrative expenses, including research and development expense, increased to $14.4 million for the first six months of 2020,2021 compared with $13.9 million for the first six months of 2019 and primarily reflected the impact of higher sales. The selling, general and administrative expense percentage decreased slightly to 7.4% for the first six months of 2020 compared with 7.6%6.9%.

Financial Condition, Liquidity and Capital Resources

Our net cash provided by operating activities was ~~$232.2~~$124.9 million for the first ~~six~~three months of ~~2020,~~2021, compared with net cash provided by operating activities of ~~$163.3~~$76.4 million. The higher cash provided by operating activities in the first ~~six~~three months of ~~2020~~2021 reflected improved ~~accounts receivable collections and $33.4 million of deferred~~working capital management, including a focus on inventory reduction initiatives, partially offset by higher income tax payments ~~as well as, cash flow from recent acquisitions.~~of $13.5 million and after tax payments of $2.8 million for expenses related to the pending FLIR acquisition.

Our net cash used by investing activities was ~~$65.7~~$17.6 million for the first ~~six~~three months of ~~2020,~~2021, compared with net cash used by investing activities of ~~$261.6~~$49.1 million. The 2020 ~~and 2019~~ first ~~six~~three months included ~~$29.0~~$28.9 million ~~and $222.5 million, respectively,~~ for ~~recent acquisitions. On~~the OakGate acquisition acquired on January 5, ~~2020, we acquired OakGate for $28.5 million in cash. In February 2019, we acquired the scientific imaging businesses of Roper Technologies, Inc. for $224.8 million in cash.~~2020. Capital expenditures for the first ~~six~~three months of 2021 and 2020 ~~and 2019~~ were ~~$36.8~~$17.6 million and ~~$39.4~~$20.2 million, respectively. Our goodwill was ~~$2,061.3~~$2,140.1 million at ~~June 28, 2020~~April 4, 2021 and ~~$2,050.5~~$2,150.0 million at ~~December 29, 2019. Goodwill resulting from the acquisition of OakGate will not be deductible for tax purposes.~~January 3, 2021. The decrease in goodwill primarily reflected exchange rate changes. Teledyne’s net acquired intangible assets were ~~$409.2~~$397.1 million at ~~June 28, 2020~~April 4, 2021 and ~~$430.8~~$409.7 million at ~~December 29, 2019.~~January 3, 2021. The decrease in the balance of net acquired intangible assets ~~primarily~~ reflected amortization of acquired intangible ~~assets.~~assets and exchange rate changes. The Company ~~is in~~completed the process of specifically identifying the ~~amount to be~~amounts assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the OakGate ~~acquisition and the gas and flame detection business and the Micralyne acquisitions since there was insufficient time between the acquisition dates and the end of the period to finalize the analysis.~~

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acquisition.

Financing activities provided cash of ~~$27.8~~$2,454.0 million for the first ~~six~~three months of ~~2020,~~2021, compared with cash provided by financing activities of ~~$64.6~~$9.9 million. The higher cash provided by financing activities in the first quarter of 2021 included the proceeds of debt incurred to partially fund the pending acquisition of FLIR. Proceeds from the exercise of stock options were ~~$28.2~~$10.8 million for the first ~~six~~three months of ~~2020~~2021 compared with ~~$20.7~~$10.2 million for the first ~~six~~three months of ~~2019.~~2020.

Total debt at ~~June 28, 2020~~April 4, 2021 was ~~$851.4 million.~~$3,243.3 million compared with $778.5 million at January 3, 2021. The debt balance at April 4, 2021, includes the debt incurred in the first quarter of 2021 related to the pending FLIR acquisition. At ~~June 28, 2020,~~April 4, 2021, $125.0 million was outstanding under the $750.0 million credit facility. At ~~June 28, 2020,~~April 4, 2021, Teledyne had ~~$25.8~~$26.5 million in outstanding letters of credit. Available borrowing capacity under the $750.0 million credit facility, which is reduced by borrowings and certain outstanding letters of credit, was ~~$614.5~~$616.0 million at ~~June 28, 2020.~~April 4, 2021. The credit agreements require the Company to comply with various financial and operating covenants and at ~~June 28, 2020,~~April 4, 2021, the Company was in compliance with these covenants.

Our principal cash and capital requirements are to fund working capital needs, capital expenditures, income tax payments, ~~pension contributions,~~and debt service requirements, ~~and the stock repurchase program,~~ as well as acquisitions. It is anticipated that cash on hand, operating cash flow, together with available borrowings under the $750.0 million credit facility, ~~described below,~~ will be sufficient to meet these requirements ~~over~~and to fund the ~~next twelve months. We~~FLIR acquisition. To support acquisitions, we may raise ~~debt capital, depending on financial, market and economic conditions. We may need to raise~~ additional ~~capital to support acquisitions.~~capital. We currently expect to spend approximately ~~$70.0~~$80.0 million for capital expenditures in ~~2020,~~2021, of which ~~$36.8~~$17.6 million has been spent in the first ~~six~~three months of ~~2020.~~2021. No cash pension contributions have been made since 2013 or are planned for the remainder of ~~2020~~2021 for the domestic qualified pension ~~plan.~~plans.

As of ~~June 28, 2020,~~April 4, 2021, the Company had an adequate amount of margin between required financial covenant ratios (as required by applicable credit agreements) and our actual ratios. At ~~June 28, 2020,~~April 4, 2021, the required financial ratios and the actual ratios were as follows:

$750.0 million Credit Facility expires March 2024 and $150.0 million term loan due October 2024 (issued October 2019)

Financial Covenants

Requirement

Actual Measure

Consolidated Leverage Ratio (Net Debt/EBITDA) (a)

No more than 3.25 to 1

~~1.46~~0.094 to 1

Consolidated Interest Coverage Ratio (EBITDA/Interest) (b)

No less than 3.0 to 1

~~32.9~~14.4 to 1

~~$575.5 million Private Placement Senior Notes due from September 2020 to 2024~~

~~Financial Covenants~~

~~Requirement~~

~~Actual Measure~~

~~Consolidated Leverage Ratio (Net Debt/EBITDA) (a)~~

~~No more than 3.25 to 1~~

~~1.46 to 1~~

~~Consolidated Interest Coverage Ratio (EBITDA/Interest) (b)~~

~~No less than 3.0 to 1~~

~~32.9 to 1~~

a) The Consolidated Leverage Ratio is equal to Net Debt/EBITDA as defined in our private placement note purchase agreement and our $750.0 million credit agreement.

b) The Consolidated Interest Coverage Ratio is equal to EBITDA/Interest as defined in our private placement note purchase agreement and our $750.0 million credit agreement.

Our liquidity is not dependent upon the use of off-balance sheet financial arrangements. We have no off-balance sheet financing arrangements that incorporate the use of special purpose entities or unconsolidated entities.

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Critical Accounting Policies

Our critical accounting policies are those that are reflective of significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are the following: accounting for revenue recognition; accounting for pension plans; accounting for business combinations, goodwill, and acquired intangible ~~assets and other long-lived~~ assets; and accounting for income taxes.

For additional discussion of the application of the critical accounting policies and other accounting policies, see Note 1 to these condensed consolidated financial statements and also Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Note 2 of the Notes to Consolidated Financial Statements included in Teledyne’s ~~2019~~2020 Form 10-K.

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Safe Harbor Cautionary Statement Regarding Forward-Looking Information

From time to time we make, and this report contains, forward looking statements, as defined in the Private Securities Litigation Reform Act of 1995, directly or indirectly relating to sales, earnings, operating margin, growth opportunities, acquisitions, including the pending acquisition of FLIR, product sales, capital expenditures, pension matters, stock option compensation expense, the credit facility, interest expense, severance, relocation and facility consolidation costs, environmental remediation costs, ~~stock repurchases,~~ taxes, exchange rate fluctuations and strategic plans. Forward-looking statements are generally accompanied by words such as “estimate”, “project”, “predict”, “believes” or “expect”, that convey the uncertainty of future events or outcomes. All statements made in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in other sections of this Form 10-Q that are not historical in nature should be considered forward-looking.

Actual results could differ materially from these forward-looking statements. Many factors could change anticipated results, including ongoing challenges and uncertainties posed by the COVID-19 pandemic for businesses and governments around the world; the occurrence of any event, change or other circumstances that could give rise to the right of Teledyne or FLIR or both to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against Teledyne or FLIR in connection with the Merger Agreement; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) or stockholder approvals or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all; the inability to complete the acquisition and integration of FLIR successfully, to retain customers and key employees and to achieve operating synergies, including the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Teledyne and FLIR do business; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; dilution related to the issuance of Teledyne stock in the acquisition to the holders of FLIR stock, which will result in Teledyne stockholders having lower ownership and voting interests in Teledyne than they currently have and exercising less influence over management; changes in relevant tax and other laws; the inability to develop and market new competitive products; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards; operating results ~~including:~~of FLIR being lower than anticipated; disruptions in the global ~~economy caused by~~economy; the spread of the COVID-19 ~~pandemic~~virus resulting in production, supply, contractual and other disruptions, including facility closures and furloughs and travel restrictions; customer and supplier bankruptcies; changes in demand for products sold to the defense electronics, instrumentation, digital imaging, energy exploration and production, commercial aviation, semiconductor and communications markets; funding, continuation and award of government programs; cuts to defense spending resulting from existing and future deficit reduction measures or changes to U.S. and foreign government spending and budget priorities triggered by the COVID-19 pandemic; ~~the outcome of the OneWeb bankruptcy;~~ impacts from the United Kingdom’s exit from the European Union; uncertainties related to the policies of the new U.S. Presidential ~~Administration and uncertainties related to the 2020 Presidential and Congressional elections;~~Administration; the imposition and expansion of, and responses to, trade sanctions and tariffs; escalating economic and diplomatic tension between China and the United States; and threats to the security of our confidential and proprietary information, including cyber security threats. Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production, including with respect to hydraulic fracturing, could further negatively affect our businesses that supply the oil and gas industry. ~~Disruptions from the production delay of Boeing’s 737 Max aircraft and continued~~Continued weakness in the commercial aerospace industry ~~due to the COVID-19 pandemic~~ will negatively affect the markets of our ~~aerospace electronics~~commercial aviation businesses. In addition, financial market fluctuations affect the value of the ~~company's~~Company’s pension assets.

Changes in the policies of U.S. and foreign governments, including economic sanctions, could result, over time, in reductions or realignment in defense or other government spending and further changes in programs in which the ~~company~~Company participates.

While the ~~company’s~~Company’s growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain customers and achieve identified financial and operating synergies. There are additional risks

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

While we believe our internal and disclosure control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

Readers are urged to read our periodic reports filed with the Securities and Exchange Commission for a more complete description of our Company, its businesses, its strategies and the various risks that we face. Various risks are identified in Teledyne’s ~~2019~~2020 Form 10-K and subsequent Quarterly Reports on Form 10-Q.

We assume no duty to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise.

Additional Information and Where to Find It

In connection with the proposed transaction between Teledyne and FLIR, Teledyne has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, as amended by Amendment No. 1, that includes a joint proxy statement of Teledyne and FLIR and a prospectus of Teledyne, as well as other relevant documents concerning the proposed transaction. The Registration Statement on Form S-4 became effective on April 12, 2021. The proposed transaction involving Teledyne and FLIR will be submitted to Teledyne’s stockholders and FLIR’s stockholders for their consideration. Stockholders of Teledyne and stockholders of FLIR are urged to read the registration statement and the joint proxy statement/prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

Stockholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Teledyne and FLIR, without charge, at the SEC’s website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Teledyne, Attn: Investor Relations, 1049 Camino Dos Rios, Thousand Oaks, California 91360, or to FLIR, Attn: Corporate Secretary, 1201 S Joyce St, Arlington, Virginia 22202.

Participants in the Solicitation

Teledyne, FLIR and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding Teledyne’s directors and executive officers is available in its definitive proxy statement for its 2020 Annual Meeting, which was filed with the SEC on March 10, 2020, its Annual Report on Form 10-K for the year ended January 3, 2021, which was filed with the SEC on February 25, 2021, and certain of its Current Reports on Form 8-K. Information regarding FLIR’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 11, 2020, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Except as set forth below, there were no material changes to the information provided under “Item 7A, Quantitative and Qualitative Disclosure About Market Risk” included in our ~~2019~~2020 Form 10-K.

Market Risk

Teledyne transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency risk. The Company’s primary objective is to protect the United States dollar value of future cash flows and minimize the volatility of reported earnings. The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for our Canadian companies, and in British pounds for our U.K. companies. These contracts are designated and qualify as cash flow hedges. The Company has converted U.S. dollar denominated, variable rate and fixed rate debt obligations of a European subsidiary, into euro fixed rate obligations using a receive float, pay fixed cross currency swap, and a receive fixed, pay fixed cross currency swap. These cross currency swaps are designated as cash flow hedges. In addition, the Company has converted domestic U.S. variable rate debt to fixed rate debt using a receive variable, pay fixed interest rate swap. The interest rate swap is also designated as a cash flow hedge.

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Foreign Currency Exchange Rate Risk

Notwithstanding our efforts to mitigate portions of our foreign currency exchange rate risks, there can be no assurance that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations. A hypothetical 10 percent price change in the U.S. dollar from its value at ~~June 28, 2020~~April 4, 2021 would result in a decrease or increase in the fair value of our foreign currency forward contracts designated as cash flow hedges to buy Canadian dollars and to sell U.S. dollars by approximately ~~$9.3~~$13.0 million. A hypothetical 10 percent price change in the U.S. dollar from its value at ~~June 28, 2020~~April 4, 2021 would result in a decrease or increase in the fair value of our foreign currency forward contracts designated as cash flow hedges to buy British Pounds and to sell U.S. dollars by approximately ~~$0.6~~$1.9 million. For additional information, see Derivative Instruments discussed in Note 4 to these condensed consolidated financial statements.

Market Risk Disclosure

We are exposed to market risk through the interest rate on our borrowings under our $750.0 million credit facility and our $150.0 million term loan. As of ~~June 28, 2020,~~April 4, 2021, we had $125.0 million in outstanding under our credit facility and $150.0 million outstanding under our term loan for a total $275.0 million. A 100 basis point increase in interest rates would result in an increase in annual interest expense of approximately $2.75 million, assuming the $275.0 million in debt was outstanding for the full year. A hypothetical 10 percent price change in the U.S. dollar from its value at ~~June 28, 2020~~April 4, 2021 would result in a decrease or increase in the fair value of our Euro/U.S. Dollar cross currency ~~swap~~swaps designated as a cash flow ~~hedge~~hedges by approximately ~~$28.9~~$30.0 million. A hypothetical 10 percent increase in the U.S. interest rates at ~~March 29, 2020~~April 4, 2021 would result in an increase in the fair value of our U.S. dollar interest rate swap designated as a cash flow hedge by approximately ~~$3.0~~$2.3 million.


Item 4.			Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission 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. Our Chief Executive Officer and our Senior Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures and have concluded that the disclosure controls and procedures, as of ~~June 28, 2020,~~April 4, 2021, are effective at the reasonable assurance level.

In connection with our evaluation during the quarterly period ended ~~June 28, 2020,~~April 4, 2021, we have made no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II OTHER INFORMATION


Item 1.			Legal Proceedings

See Item 1 of Part 1, “Financial Statements -- Note 11 -- Lawsuits, Claims, Commitments, Contingencies and Related Matters.”


Item 1A.			Risk Factors

There are no material changes to the risk factors previously disclosed in our ~~2019~~2020 Form 10-K in response to Item 1A to Part 1 of Form 10-K. See also Part I Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding COVID-19 risks and Part I Item 3, Quantitative and Qualitative Disclosures About Market Risk, for updated disclosures about interest rate exposure and exchange rate risks.

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Item 6.			Exhibits


(a)	Exhibits
	Exhibit 4.1	Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K date d March 17, 2021) (File No. 1-15295)

	Exhibit 4.2	First Supplemental Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K date d March 17, 2021) (File No. 1-15295)

	Exhibit 4.3	Form of 0.650% Notes due 2023 (form included as Exhibit A to the First Supplemental Indenture files as Exhibit 4.2).

	Exhibit 4.4	Form of 0.950% Notes due 2024 (form included as Exhibit B to the First Supplemental Indenture files as Exhibit 4.2).

	Exhibit 4.5	Form of 1.600% Notes due 2026 (form included as Exhibit C to the First Supplemental Indenture files as Exhibit 4.2).

	Exhibit 4.6	Form of 2.250% Notes due 2028 (form included as Exhibit D to the First Supplemental Indenture filed as Exhibit 4.2).

	Exhibit 4.7	Form of 2.750% Notes due 2031 (form included as Exhibit E to the First Supplemental Indenture filed as Exhibit 4.2).

	Exhibit 10.1	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 date d March 2, 2021) (File No. 1-15295)

	Exhibit 10.2	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 date d March 2, 2021) (File No. 1-15295)

	Exhibit 10.3	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 date d March 2, 2021) (File No. 1-15295)

	Exhibit 31.1	302 Certification – Aldo Pichelli

	Exhibit 31.2	302 Certification – Susan L. Main

	Exhibit 32.1	906 Certification – Aldo Pichelli

	Exhibit 32.2	906 Certification – Susan L. Main

	Exhibit 101 (INS)	XBRL Instance Document

	Exhibit 101 (SCH)	XBRL Schema Document

	Exhibit 101 (CAL)	XBRL Calculation Linkbase Document

	Exhibit 101 (LAB)	XBRL Label Linkbase Document XBRL Schema Document

	Exhibit 101 (PRE)	XBRL Presentation Linkbase Document XBRL Schema Document

	Exhibit 101 (DEF)	XBRL Definition Linkbase Document XBRL Schema Document

	Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements 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.

TELEDYNE TECHNOLOGIES INCORPORATED

DATE: ~~July 22, 2020~~April 29, 2021

By:

/s/ Susan L. Main

Susan L. Main, Senior Vice President and

Chief Financial Officer

(Principal Financial Officer and Authorized Officer)

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Teledyne Technologies Incorporated

Index to Exhibits


Exhibit Number			Description
Exhibit 4.1			Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K date d March 17, 2021) (File No. 1-15295)

Exhibit 4.2			First Supplemental Indenture, dated as of March 22, 2021, between Teledyne Technologies Incorporated and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K date d March 17, 2021) (File No. 1-15295)

Exhibit 4.3			Form of 0.650% Notes due 2023 (form included as Exhibit A to the First Supplemental Indenture files as Exhibit 4.2).

Exhibit 4.4			Form of 0.950% Notes due 2024 (form included as Exhibit B to the First Supplemental Indenture files as Exhibit 4.2).

Exhibit 4.5			Form of 1.600% Notes due 2026 (form included as Exhibit C to the First Supplemental Indenture files as Exhibit 4.2).

Exhibit 4.6			Form of 2.250 % Notes due 2028 (form included as Exhibit D to the First Supplemental Indenture filed as Exhibit 4.2).

Exhibit 4.7			Form of 2.750% Notes due 2031 (form included as Exhibit E to the First Supplemental Indenture filed as Exhibit 4.2).

Exhibit 10.1			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 date d March 2, 2021) (File No. 1-15295)

Exhibit 10.2			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 date d March 2, 2021) (File No. 1-15295

Exhibit 10.3			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 date d March 2, 2021) (File No. 1-15295)
Exhibit 31.1			302 Certification – Aldo Pichelli

Exhibit 31.2			302 Certification – Susan L. Main

Exhibit 32.1			906 Certification – Aldo Pichelli

Exhibit 32.2			906 Certification – Susan L. Main

Exhibit 101 (INS)			XBRL Instance Document

Exhibit 101 (SCH)			XBRL Schema Document

Exhibit 101 (CAL)			XBRL Calculation Linkbase Document

Exhibit 101 (DEF)			XBRL Definition Linkbase Document XBRL Schema Document

Exhibit 101 (LAB)			XBRL Label Linkbase Document XBRL Schema Document

Exhibit 101 (PRE)			XBRL Presentation Linkbase Document XBRL Schema Document

Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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		PAGE
Part I	Financial Information	2

	Item 1. Financial Statements	2

	Condensed Consolidated Statements of Income	2

	Condensed Consolidated Statements of Comprehensive Income	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Stockholders' Equity	4

	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	6

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2016

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	2924

	Item 4. Controls and Procedures	3025

Part II	Other Information	3025

	Item 1. Legal Proceedings	3025

	Item 1A. Risk Factors	3025





	Item 6. Exhibits	3126

Signatures		3227


	Second Quarter Ended June 30, 2019										Six Months Ended June 30, 2019
	Customer Type								Customer Type
(in millions)	United States Government (a)		Other, Primarily Commercial		Total		United States Government (a)		Other, Primarily Commercial		Total
Net Sales:
Instrumentation	$	18.6	$	245.5	$	264.1	$	32.8	$	487.8	$	520.6
Digital Imaging	26.2		222.2		248.4		52.4		428.4		480.8
Aerospace and Defense Electronics	58.5		117.5		176.0		108.0		234.6		342.6
Engineered Systems	83.8		9.7		93.5		163.8		19.4		183.2
	$	187.1	$	594.9	$	782.0	$	357.0	$	1,170.2	$	1,527.2