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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): October 20, 2020
 
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
 
Delaware 1-15295 25-1843385
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
1049 Camino Dos Rios
Thousand Oaks, California
91360-2362
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (805373-4545
Not Applicable
(Former name or former address, if changed since last report)
 
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:
Title of each classTrading Symbol(s)Name on each exchange on which registered
Common Stock, par value $.01 per shareTDYNew York Stock Exchange

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 October 21, 2020, Teledyne Technologies Incorporated ("Teledyne") issued a press release with respect to its third quarter 2020 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On October 20, 2020, Teledyne announced that, effective October 20, 2020, Teledyne's Board of Directors fixed the number of directors at 11 and appointed Michelle A. Kumbier as a Class III Director for a term expiring at the 2023 Annual Meeting of Stockholders. Ms. Kumbier will become a member of the Audit Committee and the Personnel and the Compensation Committee of the Teledyne Board.

Ms. Kumbier, age 52, is the former Chief Operating Officer of Harley-Davidson Motor Company having served in that capacity from October 2017 to April 2020. Ms. Kumbier had previously served as Harley-Davidson’s Senior Vice President, Motor Company Product and Operations from May 2015 to October 2017, as its Senior Vice President of Motorcycle Operations from September 2012 to April 2015, and as its Senior Vice President, Product Development from November 2010 to August 2012. Ms. Kumbier is also a member of the Board of Directors of Abbott Laboratories since 2018.

As a non-employee director, Ms. Kumbier will be entitled to receive an annual retainer fee, currently $110,000, which annual fee is payable in two equal installments on or about January 1, 2020 and July 1, 2020. Each non-employee director is also automatically granted a restricted stock unit award on the date of the Annual Meeting of Stockholders equal to $110,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole unit share. If a person such as Ms. Kumbier becomes a non-employee director for the first time on a date other than an Annual Meeting date, such nonemployee director will paid a prorated portion of the annual retainer fee based on the number of days of service for such calendar year and automatically be granted an award of restricted stock units, effective as of the date of becoming a director, equal to $55,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole share. The restricted stock unit award vests on the earlier of (a) one year after the date of grant, (b) upon a separation of the director from board service, or (c) upon a change of control. Shares of stock underlying the restricted stock award will be issued upon vesting unless the director elects to defer issuance until such time as the director separates from board service.

A press release dated October 20, 2020, announcing Ms. Kumbier’s appointment as a new member of Teledyne’s Board of Directors is included as Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit 99.1
Exhibit 99.2
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL Document)




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.
 
    TELEDYNE TECHNOLOGIES INCORPORATED
   
  By: /s/ Susan L. Main
    Susan L. Main
    Senior Vice President and Chief Financial Officer
Dated: October 21, 2020



EXHIBIT INDEX
Description

Exhibit 99.1
Exhibit 99.2
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL Document)





Exhibit 99.1
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1049 Camino Dos Rios
Thousand Oaks, CA 91360-2362
NEWSRELEASE   
TELEDYNE TECHNOLOGIES REPORTS
THIRD QUARTER RESULTS

THOUSAND OAKS, Calif. – October 21, 2020 – Teledyne Technologies Incorporated (NYSE:TDY)

Sales of $749.0 million and GAAP diluted earnings per share of $2.48
GAAP operating margin of 16.4%, an increase of 31 bps from last year and 158 bps from the prior quarter
Record third quarter free cash flow of $135.1 million and all-time record free cash flow of $330.5 million nine months year to date
Raising midpoint and narrowing full year 2020 GAAP diluted earnings per share outlook to $9.70 to $10.00, compared with the prior outlook of $9.45 to $10.00

Teledyne today reported third quarter 2020 net sales of $749.0 million, compared with net sales of $802.2 million for the third quarter of 2019, a decrease of 6.6%. Net income was $93.9 million ($2.48 diluted earnings per share) for the third quarter of 2020, compared with $106.7 million ($2.84 diluted earnings per share) for the third quarter of 2019, a decrease of 12.0%. The third quarter of 2020 included $3.9 million in severance, facility consolidation, acquisition and other costs compared with $2.0 million in severance, facility consolidation, acquisition and other costs for the third quarter of 2019. The third quarter of 2020 reflected net discrete income tax benefits of $1.2 million compared with net discrete income tax benefits of $10.4 million for the third quarter of 2019.
“For the second consecutive quarter, GAAP operating margin increased sequentially over 150 basis points,” said Robert Mehrabian, Executive Chairman. “In fact, we achieved greater margins compared to last year in nearly every major business category except commercial aerospace. During the third quarter, our shortest-cycle environmental and test and measurement instrumentation businesses experienced a rebound from the trough in the second quarter. With non-COVID healthcare procedures now increasing, we expect a similar recovery for our medical imaging businesses late in the fourth quarter. Finally, our balance sheet has never been stronger and our acquisition pipeline is healthy. Nevertheless, we will continue to be disciplined in capital deployment.”
Review of Operations
Comparisons are with the third quarter of 2019, unless noted otherwise.
Instrumentation
The Instrumentation segment’s third quarter 2020 net sales were $263.5 million, compared with $282.9 million, a decrease of 6.9%. Operating income was $50.7 million for the third quarter of 2020, compared with $52.0 million, a decrease of 2.5%.
The third quarter 2020 net sales decrease resulted from lower sales of marine instrumentation, test and measurement instrumentation and environmental instrumentation. Sales of marine instrumentation decreased $12.9 million, sales of test and measurement instrumentation decreased $4.3 million and sales of environmental instrumentation decreased $2.2 million. Environmental instrumentation included $6.3 million in incremental sales from the 2019 acquisition of the gas and flame detection businesses. Test and measurement instrumentation included $3.1 million in sales from the 2020 acquisition of OakGate Technology, Inc.
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Digital Imaging
The Digital Imaging segment’s third quarter 2020 net sales were $239.7 million, compared with $244.0 million, a decrease of 1.8%. Operating income was $45.5 million for the third quarter of 2020, compared with $41.2 million, an increase of 10.4%.
The third quarter 2020 net sales primarily reflected lower sales of X-ray products for dental and medical applications, partially offset by greater sales of infrared detectors for defense applications, geospatial imaging systems and $2.3 million in incremental sales from a 2019 acquisition. The increase in operating income in the third quarter of 2020 primarily reflected favorable product mix.
Aerospace and Defense Electronics
The Aerospace and Defense Electronics segment’s third quarter 2020 net sales were $144.8 million, compared with $177.1 million, a decrease of 18.2%. Operating income was $26.7 million for the third quarter of 2020, compared with $39.5 million a decrease of 32.4%.
The third quarter 2020 net sales reflected $25.6 million of lower sales for aerospace electronics and lower sales of $6.7 million for defense and space electronics. The continued weakness in the commercial aerospace industry has negatively affected sales of aerospace electronics. Reduced sales of defense and space electronics resulted from lower commercial space sales. Operating income in the third quarter of 2020 primarily reflected the impact of lower sales.
Engineered Systems
The Engineered Systems segment’s third quarter 2020 net sales were $101.0 million compared with $98.2 million, an increase of 2.9%. Operating income was $12.5 million for the third quarter of 2020, compared with $10.6 million, an increase of 17.9%.
The third quarter 2020 net sales reflected higher sales of $2.0 million of engineered products and $1.5 million for turbine engines, partially offset by lower sales of $0.7 million of energy systems. The higher sales primarily reflected increased sales from space, nuclear and other manufacturing programs, as well as electronic manufacturing services products. The increase in operating income in the third quarter of 2020 reflected the impact of higher sales and a greater mix of higher margin fixed-price manufacturing programs.
Additional Financial Information
Cash Flow
Cash provided by operating activities was $150.3 million for the third quarter of 2020, compared with $150.9 million. At September 27, 2020, cash and cash equivalents and total debt were $454.5 million and $786.7 million, respectively, compared with cash and cash equivalents and total debt of $199.5 million and $850.6 million, respectively at December 29, 2019. At September 27, 2020, $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 $614.7 million. The company received $1.3 million from the exercise of stock options in the third quarter of 2020 compared with $8.5 million. Capital expenditures for the third quarter of 2020 were $15.2 million, compared with $25.1 million. Depreciation and amortization expense for the third quarter of 2020 was $29.2 million, compared with $27.9 million.
Free Cash Flow (a)Third QuarterNine Months
(in millions, brackets indicate use of funds)2020201920202019
Cash provided by operating activities $150.3 $150.9 $382.5 $314.2 
Capital expenditures for property, plant and equipment(15.2)(25.1)(52.0)(64.5)
Free cash flow$135.1 $125.8 $330.5 $249.7 
(a) The company defines free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures for property, plant and equipment. The company believes that this supplemental non-GAAP information is useful to assist management and the investment community in analyzing the company’s ability to generate cash flow.


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Income Taxes
The effective tax rate for the third quarter of 2020 was 21.5% compared with 13.5%. The third quarter of 2020 reflected net discrete income tax benefits of $1.2 million, which included a $0.7 million income tax benefit related to share-based accounting. The third quarter of 2019 reflected net discrete income tax benefits of $10.4 million primarily as a result of the remeasurement of uncertain tax positions due to expiration of statute of limitations, a favorable tax settlement and a $3.5 million income tax benefit related to share-based accounting. Excluding the net discrete income tax benefits in both periods, the effective tax rates would have been 22.5% for the third quarter of 2020 compared with 21.9%.
Other
Stock option expense was $5.7 million for both the third quarter of 2020 and 2019. Stock option expense for fiscal year 2020 is currently expected to be $25.0 million, compared with $26.1 million for fiscal year 2019. Non-service retirement benefit income was $3.2 million for the third quarter of 2020, compared with $1.9 million. Interest expense, net of interest income, decreased to $4.1 million for the third quarter of 2020 compared with $5.5 million and reflected the impact of lower average interest rates. Corporate expense decreased to $12.9 million for the third quarter of 2020, compared with $14.6 million and reflected lower compensation and travel expense.
Outlook
Based on its current outlook, the company’s management believes that fourth quarter 2020 GAAP diluted earnings per share will be in the range of $2.56 to $2.86 and full year 2020 GAAP diluted earnings per share will be in the range of $9.70 to $10.00. The company’s annual expected tax rate for 2020 is 22.7%, before discrete tax items. In addition, we currently expect less discrete tax items in 2020 compared with 2019.
Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities, acquisitions, product sales, capital expenditures, pension matters, stock option compensation expense, our credit facility, interest expense, severance and relocation costs, 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 press release 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 the anticipated results, including: disruptions in the global economy; the spread of the COVID-19 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; impacts from the United Kingdom’s exit from the European Union; uncertainties related to the policies of the U.S. Presidential Administration and the 2020 Presidential and Congressional elections; 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, 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 weakness in the commercial aerospace industry will negatively affect our aerospace electronics businesses. In addition, financial market fluctuations affect the value of the company's pension assets.

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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 participates.
While the 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 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.
We continue to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While we believe our control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and may not be detected.
Readers are urged to read the company’s periodic reports filed with the Securities and Exchange Commission (“SEC”) for a more complete description of the company, its businesses, its strategies and the various risks that the company faces. Various risks are identified in Teledyne’s 2019 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The company assumes no duty to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise.
A live webcast of Teledyne’s third quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Wednesday, October 21, 2020. To access the call, go to www.teledyne.com approximately ten minutes before the scheduled start time. A replay will also be available for one month starting at 12:00 p.m. (Eastern) on Wednesday, October 21, 2020.

Contact:Jason VanWees
 (805) 373-4542

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TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 27, 2020 AND SEPTEMBER 29, 2019
(Unaudited - in millions, except per share amounts)
Third QuarterThird QuarterNine MonthsNine Months
 2020201920202019
Net sales$749.0 $802.2 $2,276.9 $2,329.4 
Costs and expenses:    
  Costs of sales458.5 487.7 1,411.7 1,415.2 
  Selling, general and administrative expenses168.0 185.8 528.9 556.3 
Total costs and expenses626.5 673.5 1,940.6 1,971.5 
Operating income122.5 128.7 336.3 357.9 
  Interest and debt expense, net(4.1)(5.5)(11.9)(16.3)
  Non-service retirement benefit income3.2 1.9 8.9 6.1 
  Other expense, net(1.9)(1.7)(4.7)(3.5)
Income before income taxes119.7 123.4 328.6 344.2 
  Provision for income taxes25.8 16.7 58.8 57.6 
Net income$93.9 $106.7 $269.8 $286.6 
Diluted earnings per common share$2.48 $2.84 $7.14 $7.66 
Weighted average diluted common shares outstanding37.8 37.6 37.8 37.4 

TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING INCOME
FOR THE THIRD QUARTER AND NINE MONTHS ENDED
SEPTEMBER 27, 2020 AND SEPTEMBER 29, 2019
(Unaudited - in millions)
Third QuarterThird Quarter% ChangeNine MonthsNine Months% Change
 2020201920202019
Net sales:      
  Instrumentation $263.5 $282.9 (6.9)%$811.7 $803.5 1.0 %
  Digital Imaging 239.7 244.0 (1.8)%724.0 724.8 (0.1)%
  Aerospace and Defense Electronics 144.8 177.1 (18.2)%444.2 519.7 (14.5)%
  Engineered Systems 101.0 98.2 2.9 %297.0 281.4 5.5 %
Total net sales$749.0 $802.2 (6.6)%$2,276.9 $2,329.4 (2.3)%
Operating income:      
  Instrumentation$50.7 $52.0 (2.5)%$150.0 $140.9 6.5 %
  Digital Imaging45.5 41.2 10.4 %136.1 129.4 5.2 %
  Aerospace and Defense Electronics 26.7 39.5 (32.4)%57.6 110.6 (47.9)%
  Engineered Systems12.5 10.6 17.9 %34.7 26.0 33.5 %
  Corporate expense(12.9)(14.6)(11.6)%(42.1)(49.0)(14.1)%
Operating income122.5 128.7 (4.8)%336.3 357.9 (6.0)%
  Interest and debt expense, net(4.1)(5.5)(25.5)%(11.9)(16.3)(27.0)%
  Non-service retirement benefit income3.2 1.9 68.4 %8.9 6.1 45.9 %
  Other expense, net(1.9)(1.7)11.8 %(4.7)(3.5)34.3 %
Income before income taxes119.7 123.4 (3.0)%328.6 344.2 (4.5)%
  Provision for income taxes25.8 16.7 54.5 %58.8 57.6 2.1 %
Net income$93.9 $106.7 (12.0)%$269.8 $286.6 (5.9)%
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TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited – in millions)
September 27, 2020December 29, 2019
ASSETS  
  Cash and cash equivalents$454.5 $199.5 
  Accounts receivable, net650.2 660.9 
  Inventories, net365.4 393.4 
  Prepaid expenses and other current assets65.0 59.9 
Total current assets1,535.1 1,313.7 
  Property, plant and equipment, net475.7 487.9 
  Goodwill and acquired intangible assets, net2,500.1 2,481.3 
  Prepaid pension asset88.7 71.8 
  Other assets, net237.4 225.1 
Total assets$4,837.0 $4,579.8 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
  Accounts payable$216.6 $271.1 
  Accrued liabilities429.0 391.5 
Current portion of long-term debt and other debt25.6 100.6 
Total current liabilities671.2 763.2 
  Long-term debt 761.1 750.0 
  Other long-term liabilities378.7 351.9 
Total liabilities1,811.0 1,865.1 
Total stockholders’ equity3,026.0 2,714.7 
Total liabilities and stockholders’ equity$4,837.0 $4,579.8 







6

Exhibit 99.2


NewsRelease


Teledyne Appoints Michelle Kumbier to Board of Directors

THOUSAND OAKS, Calif. – October 20, 2020 – Teledyne Technologies Incorporated (NYSE:TDY) announced today the appointment of Michelle A. Kumbier, former Chief Operating Officer of Harley-Davidson Motor Company to the company’s Board of Directors, effective October 20, 2020. The addition of Ms. Kumbier raises the number of Board members to 11.

Ms. Kumbier joined Harley-Davidson in 1997, ultimately serving as its Chief Operating Officer until April 2020, having responsibility for the revenue, profitability and operating results of this global manufacturer of motorcycles and related products. Ms. Kumbier had previously served as Harley-Davidson’s Senior Vice President, Motor Company Product and Operations from May 2015 to October 2017, as its Senior Vice President of Motorcycle Operations from September 2012 to April 2015, and as its Senior Vice President, Product Development from November 2010 to August 2012. Ms. Kumbier is also a member of the Board of Directors of Abbott Laboratories since 2018.

“Michelle brings us over 30 years of experience in multiple disciplines, including product development, commercial and channel management, manufacturing and supply-chain procurement,” said Robert Mehrabian, Executive Chairman. “Her extensive experience in these disciplines will further accentuate our Board’s capabilities and benefit many of Teledyne’s strategic operational initiatives.”

Prior to joining Harley-Davidson, Ms. Kumbier began her career at Kohler Company in 1986, where she held a variety of positions in both the plumbing products and engines divisions. Ms. Kumbier is a strong advocate for diversity and inclusion, including supporting numerous women’s organizations such as STEP (Women’s arm of the National Association of Manufacturing), Women on Boards and Milwaukee Women’s Inc.

Ms. Kumbier received her Masters of Business Administration from the University of Wisconsin, Oshkosh, Wisconsin, a Bachelor of Arts in Marketing from Lakeland College, Sheboygan, Wisconsin, and an Associates Degree in Materials Management from Lakeshore Technical College, Cleveland, Wisconsin.

Teledyne is a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems. Teledyne’s operations are primarily located in the United States, Canada, the United Kingdom, and Western and Northern Europe. For more information, visit Teledyne’s website at www.teledyne.com.

Investor Contact:Jason VanWees
(805) 373-4542