FLIR : Filing of certain prospectuses and communications in connection with business combination transactions

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2021

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.02 Results of Operations and Financial Condition

On April 28, 2021, Teledyne Technologies Incorporated ("Teledyne") issued a press release with respect to its first quarter 2021 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

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 hereunto duly authorized.

Exhibit 99.1

1049 Camino Dos Rios

Thousand Oaks, CA 91360-2362

NEWSRELEASE

TELEDYNE TECHNOLOGIES REPORTS

FIRST QUARTER RESULTS

THOUSAND OAKS, Calif. - April 28, 2021 - Teledyne Technologies Incorporated (NYSE:TDY)

• Record first quarter sales of $805.7 million
• Record first quarter GAAP diluted earnings per share of $2.23
• First quarter adjusted diluted earnings per share of $3.02 increased 39.2% and excluded pretax charges of $39.0 million ($0.79 per share) related to the pending acquisition of FLIR Systems, Inc., compared to prior outlook of $2.55 to $2.60, which also excluded FLIR
• Record first quarter GAAP operating margin of 16.8% and adjusted operating margin of 17.5%, excluding pretax charges of $5.9 million related to the FLIR acquisition
• Record first quarter cash flow from operations
• Raising full year 2021 adjusted earnings outlook to $12.00 to $12.20 per share, which excludes charges and income related to FLIR, compared to the prior outlook of $11.25 to $11.45, which also excluded FLIR
• Expect to complete the acquisition of FLIR on May 14, 2021

Teledyne today reported first quarter 2021 net sales of $805.7 million, compared with net sales of $784.6 million for the first quarter of 2020, an increase of 2.7%. Net income was $84.7 million ($2.23 diluted earnings per share) for the first quarter of 2021, compared with $82.2 million ($2.17 diluted earnings per share) for the first quarter of 2020, an increase of 3.0%. In connection with the pending acquisition of FLIR Systems, Inc. ("FLIR"), Teledyne incurred pretax charges of $39.0 million in the first quarter of 2021 which included $33.1 million in interest and debt expense related to obtaining permanent financing for the pending acquisition and $5.9 million in corporate expense for related transaction costs. Excluding these charges adjusted net income for the first quarter of 2021 was $114.9 ($3.02 per share). 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 certain changes in contract cost estimates for the first quarter of 2020. Operating margin was 16.8% for the first quarter of 2021, compared with 13.3% for the first quarter of 2020. Excluding the expenses related to the FLIR acquisition, adjusted operating margin for the first quarter of 2021 was 17.5%. The first quarter of 2021 reflected net discrete income tax benefits of $6.3 million compared with net discrete income tax benefits of $4.2 million for the first quarter of 2020.

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