Teledyne Technologies (TDY) 424B5Prospectus supplement for primary offering

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-253860

CALCULATION OF REGISTRATION FEE

Prospectus    Supplement

(To Prospectus dated March 4, 2021)

Teledyne Technologies Incorporated

$300,000,000 0.650% Notes due 2023

$450,000,000 0.950% Notes due 2024

$450,000,000 1.600% Notes due 2026

$700,000,000 2.250% Notes due 2028

$1,100,000,000 2.750% Notes due 2031

Teledyne Technologies Incorporated is offering our 0.650% notes due 2023 (the “2023 notes”), 0.950% notes due 2024 (the “2024 notes”), 1.600% notes due 2026 (the “2026 notes”), 2.250% notes due 2028 (the “2028 notes”), and 2.750% notes due 2031 (the “2031 notes” and, together with the 2023 notes, the 2024 notes, the 2026 notes, and the 2028 notes, the “notes”). Interest on the notes will be payable semiannually in arrears on April 1 and October 1 of each year, commencing on October 1, 2021. The notes will mature on April 1, 2023 in the case of the 2023 notes, April 1, 2024 in the case of the 2024 notes, April 1, 2026 in the case of the 2026 notes, April 1, 2028 in the case of the 2028 notes, and April 1, 2031 in the case of the 2031 notes.

We may redeem the 2023 notes at any time in whole, or from time to time in part, prior to maturity and the other notes at any time in whole, or from time to time in part, prior to the applicable par call date at the applicable redemption price described on pages S-58 and S-59. On or after the applicable par call date for the 2024 notes, the 2026 notes, the 2028 notes, and the 2031 notes, such notes will be redeemable, at our option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the notes to be redeemed to, but excluding, the date of redemption.

We have entered into an Agreement and Plan of Merger dated January 4, 2021 (the “Merger Agreement”), with FLIR Systems, Inc., a Delaware corporation (“FLIR”), Firework Merger Sub I, Inc. and Firework Merger Sub II, LLC, that provides for a two-step merger that will result in FLIR becoming our wholly owned subsidiary (the “FLIR Acquisition”). Subject to the terms and conditions of the Merger Agreement, each share of common stock of FLIR, par value $0.01 per share (“FLIR Shares”), issued and outstanding immediately prior to the effective time (as defined in the Merger Agreement) will convert into the right to receive (i) $28.00 per share in cash and (ii) 0.0718 of a share of common stock of Teledyne, par value $0.01 per share. We intend to use the net proceeds from the sale of the notes to (i) fund a portion of the purchase price for the FLIR Acquisition, (ii) pay fees and expenses in connection with the FLIR Acquisition, and (iii) repay indebtedness under our Amended and Restated Revolving Credit Agreement (as defined below), including the amount we intend to borrow to prepay approximately $500 million of our outstanding notes issued pursuant to previous note purchase agreements (translated into approximately $464 million at time of issuance), for which we have issued an irrevocable Prepayment Notice (as defined below). See “Use of Proceeds.”

If the closing of the FLIR Acquisition has not occurred on or prior to the earlier of (i) December 31, 2021 and (ii) the date the Merger Agreement, including any amendment thereof, is terminated according to its terms, we will redeem the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on the principal amount of such notes to but excluding the special mandatory redemption date (as defined below). See “Description of the Notes—Special Mandatory Redemption.”

The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness. The notes will be effectively subordinated to any of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes are not guaranteed by any of our subsidiaries and will be effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. No later than 30 days after the consummation of the FLIR Acquisition, to the extent that the FLIR Notes (as defined below) are outstanding at such time, Teledyne FLIR, LLC will be required to simultaneously guarantee payment of the notes, which guarantee will be pari passu with Teledyne FLIR, LLC’s indebtedness under its own notes.

The notes are new issues of securities with no established trading markets. We do not intend to list the notes on any securities exchange or any automated quotation system.

Investing in the notes involves risks. You should carefully read the entire accompanying prospectus and this prospectus supplement and the documents incorporated by reference herein and therein, including the section entitled “Risk Factors,” which begins on page S-18 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes only in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., on or about March 22, 2021.

Joint Book-Running Managers

Sr. Co-Managers

Co-Managers

Prospectus Supplement dated March 8, 2021

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

ABOUT THIS PROSPECTUS SUPPLEMENT

We provide information to you about this offering in two separate documents. The first part is this prospectus supplement, which describes the specific terms of this offering of notes. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering of notes. This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.

This prospectus supplement and the accompanying prospectus relate to part of a registration statement that we filed with the SEC, using a shelf registration process. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us and other information you should know before investing in the notes. You should read both this prospectus supplement and the accompanying prospectus as well as additional information described under “Where You Can Find More Information” in this prospectus supplement before making an investment decision.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus. Neither we nor the underwriters have authorized any other person to provide you with different or additional information other than that contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus and in any free writing prospectus filed by the Company with the SEC. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and any related free writing prospectus, and the documents incorporated and deemed to be incorporated by reference herein and therein, are accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless otherwise indicated or unless the context requires otherwise (including when describing the terms of the notes), references in this prospectus supplement to “Teledyne,” the “Company,” “we,” “us” and “our” or similar terms are to Teledyne Technologies Incorporated and our consolidated subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available at the website maintained by the Securities and Exchange Commission (“SEC”) at www.sec.gov or on Teledyne’s website at www.teledyne.com. We have included our website address as an inactive textual reference only. Other than the documents expressly incorporated herein by reference, information on, or accessible through, our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus.

We have filed with the SEC a registration statement on Form S-3 regarding the securities we may offer from time to time. This prospectus supplement does not contain all of the information found in the registration statement. For further information regarding Teledyne Technologies Incorporated and the securities offered by this prospectus supplement, you should review the entire registration statement, including its exhibits and schedules, filed under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement of which this prospectus supplement forms a part, including its exhibits and schedules, has been filed electronically and can be obtained in any manner listed above.

The SEC allows us to “incorporate by reference” the information we have filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus supplement by referring you to other documents previously filed with the SEC. The information incorporated by reference is an important part of this prospectus supplement. We incorporate by reference in this prospectus supplement the following documents that Teledyne Technologies Incorporated has previously filed with the SEC and any subsequent filings made by Teledyne Technologies Incorporated with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any portions of such filings that are furnished rather than filed under applicable SEC rules) prior to the completion of the offering:

In addition, we incorporate by reference the following information previously filed with the SEC by FLIR:

You may request a copy of any of the documents incorporated herein by reference into this prospectus at no cost by writing or telephoning us at: Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360; (805) 373-4545.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus include forward looking statements, as defined in the Private Securities Litigation Reform Act of 1995. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. All statements that are not historical facts are “forward-looking statements”. Such statements may directly or indirectly relate to, among other things, sales, earnings, operating margin, growth opportunities, acquisitions, 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. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended January 3, 2021 incorporated by reference herein.

You should understand that the following important factors, in addition to those discussed in the incorporated documents, that could change the anticipated results, including as a result of unexpected factors or events; the ability of the parties to the FLIR Acquisition to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; 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 of FLIR being lower than anticipated; disruptions in the global economy; the spread of the coronavirus disease 2019 (“COVID-19”) 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 new U.S. Presidential 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. In addition:

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

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RISK FACTORS

Investing in the notes involves significant risk. Before making a decision to invest in the notes, you should consider carefully the risk factors described below, and those set forth in our most recent Annual Report on Form 10-K and in other documents incorporated by reference in this prospectus supplement and the accompanying prospectus and which may be obtained as described under “Where You Can Find More Information,” as well as the other information contained and incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus. Each of these risks could have a material adverse effect on our business, results of operations and financial condition and the occurrence of any of these risks might cause you to lose all or part of your investment in the notes. These risks are not the only ones we face. Unforeseen risks could arise and problems or issues that we now view as minor could become more significant. If we are unable to adequately respond to these risks and uncertainties, our business, results of operations and financial condition would be materially adversely affected.

Risk Factor Summary

Investing in the notes involves significant risk. Below is a summary of the material risks described more fully in this prospectus supplement. Please refer to the information contained in and incorporated by reference under the heading “Risk Factors” for additional discussion of the risks summarized in this risk factor summary as well as other risks that we face. These risks include, among others, the following:

Risks Related to the FLIR Acquisition

On January 4, 2021, we announced our proposed acquisition of FLIR in a cash and stock transaction valued at approximately $8.0 billion (including net debt). There are numerous risk and uncertainties associated with the acquisition, including:

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Risks Related to the Notes

Risks Related to FLIR’s Business

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Risks Related to the FLIR Acquisition

Risks related to the pending acquisition of FLIR.

On January 4, 2021, we announced our proposed acquisition of FLIR in a cash and stock transaction valued at approximately $8.0 billion (including net debt), which would make the acquisition our largest to date. FLIR designs, develops, manufactures, markets, and distributes technologies that enhance perception and awareness. FLIR provides innovative sensing solutions through thermal imaging, visible-light imaging, video analytics, measurement and diagnostic, and advanced threat detection systems. FLIR offers a diversified portfolio that serves a number of applications in government and defense, industrial, and commercial markets. FLIR, headquartered in Wilsonville, Oregon, will be part of the Digital Imaging segment.

While many of the products made and markets served by FLIR are complementary to Teledyne, the acquisition of FLIR would expand the size of our Digital Imaging segment relative to our other segments. Continued innovation and research and development efforts will be required to maintain FLIR’s leadership position in imaging products. There are numerous risk and uncertainties associated with the acquisition, including:

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The incurrence by us of substantial indebtedness in connection with the financing of the acquisition, along with the planned assumption of FLIR’s existing senior notes may have an adverse impact on our liquidity, limit our flexibility in responding to other business opportunities and increase our vulnerability to adverse economic and industry conditions.

Teledyne expects to incur a significant amount of indebtedness in connection with the financing of the FLIR Acquisition, which we expect will be funded using borrowings along with cash on hand. We may also incur additional indebtedness through the planned assumption of FLIR’s existing senior notes. The use of indebtedness to finance the acquisition will reduce our liquidity and could cause us to place more reliance on cash generated from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow for working capital and capital expenditure needs or to pursue other potential strategic plans. We expect that the agreements we will enter into with respect to the indebtedness we will incur to finance the acquisition or in connection with the planned assumption of FLIR’s existing senior notes will contain negative covenants, that, subject to certain exceptions, will include limitations on indebtedness, liens, dispositions, investments and mergers and other fundamental changes. Our ability to comply with these negative covenants can be affected by events beyond our control. The indebtedness and these negative covenants will also have the effect, among other things, of limiting our ability to obtain additional financing, if needed, limiting our flexibility in the conduct of our business and making us more vulnerable to economic downturns and adverse competitive and industry conditions. In addition, a breach of the negative covenants could result in an event of default with respect to the indebtedness, which, if not cured or waived, could result in the indebtedness becoming immediately due and payable and could have a material adverse effect on our business, financial condition or operating results.

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

By reason of the debt incurred to finance the cash portion of the consideration for the acquisition, the combined company will have a considerably higher level of indebtedness than we and FLIR currently have in the aggregate, and there can be no assurance that the credit ratings of the existing FLIR debt will not be subject to a downgrade below investment grade. If a ratings downgrade were to occur or if the combined company fails to obtain an investment grade rating, the combined company could experience higher borrowing costs in the future and more restrictive debt covenants, which would reduce profitability and diminish operational flexibility. Specifically, in the event that FLIR’s existing senior notes are downgraded below investment grade as a result of the acquisition, the terms of these notes will require the combined company to commence a change of control offer after the closing of the acquisition.

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

Our ability to meet our expense and debt service obligations contained in the agreements we expect to enter into with respect to the indebtedness we will incur to finance the acquisition will depend on our available cash and its future performance, which will be affected by financial, business, economic and other factors, including potential changes in laws or regulations, industry conditions, industry supply and demand balance, customer preferences, the success of our products and pressure from competitors. If we are unable to meet our debt service obligations after the acquisition or should we fail to comply with our financial and other negative covenants contained in the agreements governing our indebtedness, we may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities. We may not be able to, at any given time, refinance our debt, sell assets, incur additional indebtedness or issue equity securities on terms acceptable to us, in amounts sufficient to meet our needs. If we are able to raise additional funds through the issuance of equity securities, such issuance would also result in dilution to our stockholders. Our inability to service our obligations or refinance our debt could have a material and adverse effect on our business, financial condition or operating results after the acquisition. In addition, our debt obligations may limit our ability to make required investments in capacity, technology or other areas of our business, which could have a material adverse effect on our business, financial condition or operating results.

If the closing of the FLIR Acquisition has not occurred on or prior to the earlier of (i) December 31, 2021 and (ii) the date the Merger Agreement, including any amendment thereof, is terminated, according to its terms, we will be required to redeem the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on the principal amount of such notes to but excluding the special mandatory redemption date, and, as a result, holders of such notes may not obtain their expected return on the notes.

We may not consummate the FLIR Acquisition within the timeframe specified under “Description of the Notes—Special Mandatory Redemption,” or the Merger Agreement may be terminated according to its terms. Our ability to consummate the FLIR Acquisition is subject to customary closing conditions over which we have limited or no control. If the closing of the FLIR Acquisition has not occurred on or prior to the earlier of (i) December 31, 2021 and (ii) the date the Merger Agreement, including any amendment thereof, is terminated, according to its terms, we will be required to redeem the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on the principal amount of such notes to but excluding the special mandatory redemption date. If we redeem the notes pursuant to the special mandatory redemption, you may not obtain your expected return on the notes. Your decision to invest in the notes is made at the time of the offering of the notes. You will have no rights under the special mandatory redemption provision if the closing of the FLIR

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Acquisition occurs within the specified timeframe, nor will you have any right to require us to redeem your notes if, between the closing of the notes offering and the closing of the FLIR Acquisition, we experience any changes in our business or financial condition or if the terms of the FLIR Acquisition change.

We may be unable to redeem the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes in the event of a special mandatory redemption.

We are not obligated to place the proceeds of the offering of the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes in escrow or to provide a security interest in such proceeds, and there are no other restrictions on our use of such proceeds. If we do not complete the FLIR Acquisition on or prior to the earlier of (i) December 31, 2021 and (ii) the date the Merger Agreement, including any amendment thereof, is terminated, according to its terms, we will be required to redeem the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on the principal amount of such notes to but excluding the special mandatory redemption date. This aggregate redemption price will exceed the net proceeds that we receive from this offering of such series of notes. As such, we may not have sufficient funds to redeem all of the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes as required. See “Description of the Notes—Special Mandatory Redemption.”

After completion of the FLIR Acquisition, we may fail to realize the anticipated benefits and cost savings of the FLIR Acquisition.

The success of the FLIR Acquisition will depend, in significant part, on Teledyne’s ability to realize the anticipated benefits and cost savings from combining the businesses of Teledyne and FLIR. This success will depend largely on Teledyne’s ability to successfully integrate the business of FLIR. If Teledyne is not able to successfully integrate the businesses of FLIR within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the FLIR Acquisition may not be realized fully, or at all, or may take longer to realize than expected, the combined business may not perform as expected and the value of the Teledyne common stock may be adversely affected.

Teledyne and FLIR have operated and, until completion of the FLIR Acquisition, will continue to operate independently, and there can be no assurances that their businesses can be integrated successfully. Teledyne and FLIR will be required to devote significant management attention and resources to integrating their business practices and operations. It is possible that the integration process could result in the loss of key Teledyne or FLIR employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, unexpected integration issues or liabilities, higher than expected integration costs, and an overall post-completion integration process that takes longer than originally anticipated. The difficulties of combining the operations of the companies include, among others:

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In addition, at times, the attention of certain members of either company’s or both companies’ management and resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company. If Teledyne does not successfully manage these issues and the other challenges inherent in integrating businesses of the size and complexity of Teledyne and FLIR, then Teledyne may not achieve the anticipated benefits of the FLIR Acquisition on a timely basis or at all and Teledyne’s revenue, expenses, operating results and financial condition could be materially and adversely affected.

The unaudited pro forma condensed combined financial statements to be included in this prospectus supplement are based on a number of preliminary estimates and assumptions and the actual results of operations and financial position of the combined company after the FLIR Acquisition may differ materially.

The unaudited pro forma condensed combined financial statements in this prospectus supplement are based on the historical financial statements of Teledyne and FLIR after giving effect to the FLIR Acquisition and the assumptions and adjustments as discussed in the unaudited pro forma condensed combined financial statements.

Such pro forma condensed combined financial statements are subject to numerous risks and uncertainties, rely on a number of assumptions and are not a guarantee of future performance. The assumptions used in preparing the pro forma condensed combined financial statements may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the proposed transactions contemplated by the Merger Agreement. The results indicated in the unaudited pro forma condensed combined financial information may not be realized and future financial results may materially vary from the unaudited pro forma condensed combined financial statements.

Risks Related to the Notes

The notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

The notes are obligations exclusively of Teledyne Technologies Incorporated and are not the obligations of any of our subsidiaries. We have significant operations conducted through our subsidiaries. As a result, our cash flow and the consequent ability to service our debt, including the notes, are substantially dependent upon the earnings of our subsidiaries and the distribution of those earnings to us, whether by dividends, loans or otherwise. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor, whether by dividends, loans or other payments. As a result, the notes will be effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

Our right to receive any assets of any of our subsidiaries upon their bankruptcy, liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will also be

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effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

Our subsidiaries are not prohibited from incurring debt or other liabilities, including senior indebtedness, or from issuing equity interests that have priority over our interests in the subsidiaries. If our subsidiaries were to incur additional debt or liabilities or to issue equity interests that have priority over our interests in the subsidiaries, our ability to pay our obligations on the notes could be adversely affected. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon the subsidiaries’ earnings and business considerations.

As of January 3, 2021, our subsidiary Teledyne Netherlands B.V. had approximately $150 million of indebtedness outstanding under the 2019 Term Loan Credit Agreement (the repayment of which is guaranteed by Teledyne Technologies Incorporated). In addition, approximately $500 million of NPA Notes were outstanding as of January 3, 2021 (translated into approximately $464 million at time of issuance). The NPA Notes are either held by directly by Teledyne Technologies Incorporated and guaranteed by certain its subsidiaries or are held directly by Teledyne Netherlands B.V. As of January 3, 2021, none of our subsidiaries had secured indebtedness.

Teledyne recently took a number of actions to restructure the subsidiary guarantor structure and to reduce the amount of indebtedness held by subsidiaries. As further described in “Description of Other Teledyne Indebtedness – Redemption of Outstanding NPA Notes”, Teledyne has issued an irrevocable notice of prepayment to the holders of the NPA Notes that provides that Teledyne Technologies Incorporated will repay the NPA Notes in full on March 17, 2021 and any related subsidiary guarantees will be automatically released. In addition, as part of the changes to Teledyne’s credit agreements in anticipation of the closing of the FLIR Acquisition, all subsidiary guarantors were cancelled and released. Within 30 days after the closing of the Mergers, Teledyne FLIR will become a subsidiary guarantor of Teledyne’s obligations under the Amended and Restated Revolving Credit Agreement. In addition, Teledyne Technologies Incorporated will also agree to guarantee repayment of Teledyne FLIR, LLC’s obligations under the FLIR Notes.

Finally, while both Teledyne Netherlands, B.V. and Teledyne Digital Imaging, Inc. are designated borrowers under the Amended and Restated Revolving Credit Agreement, Teledyne does not have any intention to cause the designated borrowers to borrow any amounts under the Amended and Restated Revolving Credit Agreement in the future.

Your right to receive payments on the notes is effectively subordinated to the rights of secured creditors.

The notes will be effectively subordinated in right of payment to any secured indebtedness to the extent of the value of the collateral securing that indebtedness. The indenture under which the notes will be issued permits us to incur secured debt under specified circumstances. Any assets securing any of our secured indebtedness will be subject to prior claims by our secured creditors. In the event of our bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding-up, any assets that secure any of our debt will be available to pay our obligations under the notes only after all debt secured by those assets, as well as any other obligations ranking senior in right of payment to the notes, have been repaid in full, and holders of the notes would then only be entitled to participate in our remaining assets, if any, ratably with all of our remaining unsecured senior creditors. If there are insufficient assets remaining to pay all of these creditors, then all or a portion of the notes then outstanding and interest thereon would remain unpaid. As of January 3, 2021, we had no outstanding secured indebtedness.

There are limited covenants in the indenture that will govern the notes.

The indenture that will govern the notes contains limited covenants, including those restricting our ability to incur secured indebtedness, enter into certain sale and lease-back transactions or enter into consolidations,

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mergers or sales of all or substantially all of our assets. The restrictions on secured indebtedness and sale and lease-back covenants contain exceptions that will allow us and our subsidiaries to incur liens with respect to material assets. See “Description of Debt Securities—Certain Covenants” in the accompanying prospectus.

Furthermore, the indenture for the notes does not:

As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the notes.

Additional debt offerings may have adverse consequences to you.

We may incur additional indebtedness in the future, which may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our obligations with respect to the notes as a result of additional interest payment expenses, a loss in the trading value of your notes and a risk that the credit rating of your notes may be lowered.

The terms of the indenture and the notes provide only limited protection against significant corporate events and other actions we may take that could adversely impact your investment in the notes.

Upon the occurrence of a Change of Control Triggering Event (as defined below), you will have the right to require us to repurchase the notes as provided in the indenture and the notes. However, the Change of Control Triggering Event provisions will not afford you protection in the event of certain highly leveraged transactions that may adversely affect you. For example, any leveraged recapitalization, refinancing, restructuring or acquisition initiated by us generally will not constitute a Change of Control (as defined below) that would potentially lead to a Change of Control Triggering Event. As a result, we could enter into any such transaction even though the transaction could increase the total amount of our outstanding indebtedness, adversely affect our capital structure or credit rating or otherwise adversely affect the holders of the notes. These transactions may not involve a change in voting power or beneficial ownership or result in a downgrade in the ratings of the notes, or, even if they do, may not necessarily constitute a Change of Control Triggering Event that affords you the protections described in this prospectus supplement. If any such transaction were to occur, the value of your notes could decline.

We may be unable to repurchase the notes upon a Change of Control Triggering Event.

If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the notes in whole, each holder of notes will have the right to require us to repurchase all or any part (equal to $2,000 or an

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integral multiple of $1,000 in excess thereof) of such holder’s notes on the terms set forth in the notes. We will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase. See “Description of the Notes — Offer to Repurchase Upon Change of Control Triggering Event.” However, we may not have sufficient funds to make the required repurchase of the notes. If we fail to make or complete a repurchase of the notes in that circumstance, we will be in default under the indenture governing the notes which could have material adverse consequences for us and holders of the notes. If we are required to repurchase a significant portion of the notes, we may require third-party financing. We cannot be sure that we would be able to obtain third-party financing on favorable terms, or at all.

One of the circumstances under which a “Change of Control” may occur is upon the sale or disposition of all or substantially all of the properties or assets of us and our subsidiaries taken as a whole. The phrase “all or substantially all” will likely be interpreted under applicable state law and will be dependent upon particular facts or circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or disposition of “all or substantially all” of our properties or assets has occurred, in which case, the ability of a holder of the notes to obtain the benefit of the offer for repurchase of all or a portion of the notes held by such holder may be impacted.

Changes in our credit ratings may adversely affect the value of the notes.

Our outstanding indebtedness, including the notes, from time to time may receive credit ratings from certain credit rating agencies. Such ratings are limited in scope and do not address all risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating was issued. An explanation of the significance of such ratings may be obtained from such rating agencies. Credit ratings are not a recommendation to buy, sell or hold the notes. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies or placed on a so-called “watch list” for a possible downgrade or assigned a negative ratings outlook if, in any rating agency’s judgment, circumstances so warrant. In addition, because we may choose to take actions that adversely affect our credit ratings, such as incurring additional debt or repurchasing shares of our common stock, there can be no guarantee that our credit ratings will not decline during the term of the notes. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade or have been assigned a negative outlook, could adversely affect the market value of the notes and increase our borrowing costs.

Our credit ratings may not reflect all risks of your investment in the notes.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the notes.

These credit ratings may not reflect the potential impact of risks relating to structure or marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s rating.

There are no established trading markets for the notes and none may develop.

There are currently no established trading markets for the notes and we do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system. Although the underwriters have advised us that they presently intend to make a market in the notes of each series after completion of the offering, they are under no obligation to do so and may discontinue any market-making activities at any time without notice. Accordingly, we cannot assure the liquidity of any trading market for the notes or that active markets will develop. If active trading markets for the notes do not develop, the market prices and liquidity of the notes may be adversely affected. Even if active markets do develop, they may cease at any time. As a result, you

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may not be able to resell your notes for an extended period of time, if at all. In addition, if the notes are traded, they may trade at discounts from their initial offering prices, depending on the markets for similar securities, our results of operations and financial condition, general economic conditions and other factors.

Our 2021 Term Loan Credit Agreement, Amended and Restated Revolving Credit Agreement and 2019 Term Loan Credit Agreement contain financial covenants and covenants that may limit our operations. Our failure to comply with these covenants could result in the acceleration of our obligations under these credit facilities.

Our 2021 Term Loan Credit Agreement, Amended and Restated Revolving Credit Agreement and 2019 Term Loan Credit Agreement contain certain covenants restricting our operations. We are also subject to financial covenants. Our ability to meet the financial covenants or requirements in our credit agreement may be affected by events beyond our control, and we may not be able to satisfy such covenants and requirements. A breach of these covenants or our inability to comply with the financial ratios, tests or other restrictions contained in the credit facilities could result in an event of default under these credit facilities. Upon the occurrence of an event of default, and the expiration of any grace periods, the lenders could elect to declare all amounts outstanding under these credit facilities, together with accrued interest, to be immediately due and payable. If this were to occur, our assets may not be sufficient to fully repay the amounts due under our credit facilities or our other indebtedness, including the notes.

An increase in market interest rates could result in a decrease in the value of the notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if you purchase notes and market interest rates increase, the market value of your notes may decline.

Selected FLIR Risk Factors

The selected FLIR risk factors are from FLIR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is not incorporated by reference in this prospectus supplement.

Risks Related to FLIR’s Business

FLIR depends on the United States government for a material portion of its business and changes in government spending could adversely affect FLIR’s business.

FLIR derives significant revenue from contracts or subcontracts funded by United States government agencies. A significant reduction in the purchase of FLIR’s products by these agencies or contractors for these agencies would have a material adverse effect on FLIR’s business. The funding of contracts awarded to FLIR depends on the overall United States government budget and appropriations process, which is beyond FLIR’s control. A failure to pass budget appropriations, adopt continuing funding resolutions or other budgetary decisions limiting or delaying federal government spending, could reduce government spending on FLIR’s products and services and have a material adverse effect on FLIR’s business and FLIR’s operating results.

In addition, at its discretion, the United States government may change its spending priorities and/or terminate, reduce or modify contracts. Substantial uncertainty exists in the spending levels and priorities of the United States government, particularly with respect to military expenditures. Continued and further reductions in military spending could have a material adverse effect on FLIR’s results from operations.

Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the United States government agencies. Any failure by the United States government to timely enact annual appropriations bills could restrict new contract or program starts, presenting resource allocation challenges and placing limitations on some planned program budgets. FLIR may

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also face another United States government shutdown of unknown duration. If a prolonged government shutdown of the Department of Defense were to occur, it could result in program cancellations, disruptions and/or stop work orders and could limit the United States government’s ability effectively to progress programs and to make timely payments, limit FLIR’s ability to obtain necessary export licenses to ship internationally, and limit FLIR’s ability to perform on FLIR’s United States government contracts and successfully compete for new work. Consequently, significant delays or reductions in appropriations; long-term funding under a continuing resolution; an extended debt ceiling breach or government shutdown; and/or future budget and program decisions, among other items, may negatively impact FLIR’s business and could have a material adverse effect on FLIR’s financial condition and results of operations.

As a United States government supplier, FLIR is subject to a number of procurement rules and regulations.

As a government contractor, FLIR must comply with specific procurement regulations and other requirements and FLIR has been, and expect to continue to be, subject to routine and non-routine audits and investigations by United States government agencies. Government contract laws and regulations affect how FLIR does business with FLIR’s customers and impose certain risks and costs on FLIR’s business. U.S. government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agency and others, routinely audit and review a contractor’s performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. They also review the adequacy of the contractor’s compliance with government standards for its business systems. Adverse findings in these investigations, audits, or reviews can lead to criminal, civil or administrative proceedings, and the Company could face disallowance of previously billed costs, penalties, fines, compensatory damages and suspension or debarment from doing business with governmental agencies. Due to the Company’s reliance on government contracts, adverse findings could also have a material impact on the Company’s business, including its financial position, results of operations and cash flows.

In addition, violations of these regulations or other unrelated laws and statutes can lead to debarment and other penalties as well as have a material adverse effect on FLIR’s ability to compete for future contracts and orders. If FLIR fails to comply with procurement rules and regulations and other laws and statutes, the results could include: reductions in the value of contracts; contract modifications or termination; the assessment of penalties and fines; and/or suspension or debarment from United States government contracting or subcontracting for a period of time or permanently. An adverse action by the United States government could also result in lost sales to non-governmental customers who might disqualify FLIR as a result of such adverse action. The impairment or loss of FLIR’s government contracts could have a material adverse effect on FLIR’s business.

Operating margins may be negatively impacted by reduction in sales or by a change in the mix of products sold.

FLIR’s expense levels are based, in part, on FLIR’s expectations regarding future sales and these expenses are largely fixed in the short term. Some expenses, such as those related to research and development activities, would likely be maintained in the event of a sales downturn in order to maintain and enhance FLIR’s long-term competitiveness. FLIR maintain inventories of finished goods, components and raw materials at levels FLIR believes are necessary to meet anticipated sales. Accordingly, FLIR may not be able to reduce FLIR’s costs in a timely manner to compensate for any unexpected shortfall between forecasted and actual sales. Any significant shortfall of sales may result in FLIR carrying higher levels of inventories of finished goods, components and raw materials thereby increasing FLIR’s risk of inventory obsolescence and corresponding inventory write-downs and write-offs.

FLIR’s fixed costs, including facilities and information technology costs, compliance and public company costs, and depreciation and amortization related to previous acquisitions and capital expenditures, are significant and are difficult to reduce in the short term. FLIR’s operating margins vary by product and substantial changes in the mix of products sold could also have a negative impact on FLIR’s operating margins.

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FLIR may experience impairment in the value of FLIR’s tangible and intangible assets.

FLIR’s industry is subject to rapid changes in technology, which may result in unexpected obsolescence or impairment of FLIR’s assets. FLIR’s intangible assets, including goodwill, represent a significant portion of FLIR’s total assets. Most of these intangibles are the result of acquisitions in which the purchase price exceeded the value of the tangible assets acquired. FLIR amortize certain of these intangibles over their anticipated useful life and review goodwill and indefinite-lived intangible assets for impairment annually or more frequently if warranted by events. FLIR has previously experienced impairments and may experience additional impairments in the future. In addition, certain of FLIR’s tangible assets such as inventory and machinery and equipment may experience impairment in their value as a result of events such as the introduction of new products, changes in technology or changes in customer demand patterns. FLIR depreciates FLIR’s machinery and equipment at levels FLIR believes are adequate, but future impairments may materially impact FLIR’s business, financial condition and results of operations.

Unfavorable results of legal proceedings could materially adversely affect us.

FLIR is subject to various legal proceedings and claims that have arisen out of the ordinary conduct of FLIR’s business and are not yet resolved, and additional claims may arise in the future. Results of legal proceedings cannot be predicted with certainty. Regardless of merit, litigation may be both time-consuming and disruptive to FLIR’s operations and could cause significant expense and diversion of management attention. From time to time, FLIR is involved in lawsuits concerning intellectual property, torts, contracts, shareholder litigation, administrative and regulatory proceedings and other matters, as well as governmental inquiries and investigations, the outcomes of which may be significant to FLIR’s results of operations and may limit FLIR’s ability to engage in FLIR’s business activities. In recognition of these considerations, FLIR has and may in the future enter into material settlements to avoid ongoing costs and efforts in defending or pursuing a matter. Should FLIR fail to prevail in certain matters, or should several of these matters be resolved against FLIR in the same reporting period, FLIR may be faced with significant monetary damages or injunctive relief against FLIR that could adversely affect FLIR’s business, financial condition, operating results and cash flows. While FLIR has insurance related to FLIR’s business operations, it may not apply to or fully cover liabilities FLIR incurs as a result of these lawsuits. FLIR records accruals for liabilities where FLIR believes a loss to be probable and reasonably estimable. However, FLIR’s actual costs may differ materially from these estimated liabilities.

FLIR faces risks from international sales and business activities.

FLIR markets and sell FLIR’s products worldwide and international sales have accounted for, and are expected to continue to account for, a significant portion of FLIR’s revenue. FLIR also manufactures certain products and subassemblies in Europe and FLIR has several contract manufacturing agreements with third parties in Europe and in Asia. Certain of these products, particularly FLIR’s thermal and infrared products, are subject to substantial government regulation and licensing and end use restrictions throughout the world. FLIR’s international business activities are subject to a number of risks, including:

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These factors may have an adverse impact on FLIR’s sales and operations, increase FLIR’s cost of doing business or subject FLIR’s business or operations to additional rules, policies and procedures.

The effects of the COVID-19 outbreak could adversely affect FLIR’s business, results of operations, and financial condition.

Throughout 2020 and continuing into 2021, COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, event cancellations and restrictions, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, quarantines and related government actions and policies, as well as general concern and uncertainty that has negatively affected the U.S. and global economy and financial environments. The ultimate impact of the COVID-19 pandemic on FLIR’s business, results of operations and financial condition is uncertain and difficult to predict, but the COVID-19 pandemic could cause sudden, significant disruptions in FLIR’s business operations, including the following:

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In addition, across the globe, the response to the pandemic generally has involved a dramatic, rapid reduction in social and economic activity, which has led to a global recession which could be protracted. The global economic downturn caused by the pandemic could continue to reduce demand for certain other products and services, particularly those with industrial or consumer applications. Furthermore, the resumption of FLIR’s normal business operations after COVID-19-related interruptions may be delayed or constrained by lingering effects of COVID-19 on FLIR’s suppliers, third-party service providers, and/or customers.

FLIR continues to monitor the evolving situation related to COVID-19. The effects described above, alone or taken together, could have a material adverse effect on FLIR’s business, results of operations, legal exposure, or financial condition. A further sustained or prolonged outbreak could exacerbate the adverse impact of such effects. The extent to which COVID-19 impacts FLIR’s operations or financial results will further depend on future developments, which are highly uncertain and cannot be predicted, including additional actions taken by governments, businesses and individuals to contain the virus or address its impact, new information which may emerge concerning the severity or treatability of the virus, the successful rollout of vaccines, new strains of the virus and the extent of the economic downturn resulting from the response to the virus, among other factors.

FLIR is subject to numerous regulatory requirements for the export and sale of FLIR’s products and operations worldwide that could adversely affect FLIR’s business.

Compliance with complex foreign and United States laws and regulations that apply to FLIR’s international operations increases FLIR’s cost of doing business both in the United States and in international jurisdictions. These regulations include import and export laws, anti-competition laws, anti-corruption laws, such as the FCPA and the U.K. Bribery Act, and other local laws prohibiting corrupt payments to governmental officials, data privacy requirements, tax laws, and accounting, internal control and disclosure requirements. Violations of these laws and regulations could result in civil and criminal fines, penalties and sanctions against us, FLIR’s officers or FLIR’s employees, prohibitions on the conduct of FLIR’s business and on FLIR’s ability

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to offer FLIR’s products and services in one or more countries, and could also materially affect FLIR’s reputation, business and results of operations. In certain foreign jurisdictions, there is a higher risk of fraud or corruption and greater difficulty in maintaining effective internal controls and compliance programs. Further, although FLIR has implemented and continue to implement policies and procedures designed to promote compliance with applicable laws and regulations, there can be no assurance that FLIR’s employees, contractors or agents will not violate FLIR’s policies or applicable laws and regulations.

On April 24, 2018, FLIR entered into a Consent Agreement with the United States Department of State’s Directorate of Defense Trade Controls (“DDTC”) to resolve allegations regarding the unauthorized export of technical data and defense services to dual and third country nationals in certain of FLIR’s facilities, the failure to properly use and manage export licenses and export authorizations, and failures to report certain payments under 22 CFR Part 130 in potential violation of the International Traffic in Arms Regulations (“ITAR”). The Consent Agreement has a four-year term and provides for: (i) a civil penalty of $30 million with $15 million of this amount suspended on the condition that the funds have or will be used for Department-approved Consent Agreement remedial compliance measures, (ii) the appointment of an external Special Compliance Official to oversee compliance with the Consent Agreement and the ITAR; (iii) two external audits of FLIR’s ITAR compliance program; and (iv) continued implementation of ongoing remedial compliance measures and additional remedial compliance measures related to automated systems and ITAR compliance policies, procedures, and training. Adverse findings in the audits of FLIR’s ITAR compliance program could materially affect FLIR’s competitive position and cause incurrence of additional expenses in connection with implementation of remedial measures and result in a substantial adjustment to FLIR’s revenue and net income. During the three-month period ended March 31, 2018, FLIR recorded a $15.0 million charge for the portion of the penalty that is not subject to suspension. As of December 31, 2020, the remaining amounts payable of $3.5 million and $3.5 million have been recorded in other current liabilities and other long-term liabilities, respectively. FLIR’s investments to date in remedial compliance measures have been sufficient to cover the $15.0 million suspension amount.

As part of the Consent Agreement, DDTC acknowledged that FLIR voluntarily disclosed certain of the alleged Arms Export Control Act and ITAR violations (which were resolved pursuant to the Consent Agreement), cooperated in DDTC’s review, and instituted a number of compliance program improvements.

In addition, FLIR’s international contracts may include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations, known as offset obligations, and may provide for penalties if FLIR fails to meet such requirements. The impact of these factors is difficult to predict, but one or more of them could have a material adverse effect on FLIR’s financial position, results of operations, or cash flows.

FLIR may not be successful in obtaining and maintaining the necessary export licenses to conduct operations abroad and the United States government may prevent proposed sales to foreign governments and customers.

Export licenses and other authorizations may be required from United States government agencies under the ITAR, the Export Administration Regulations (“EAR”), the Office of Foreign Assets Control Regulations, the Trading with the Enemy Act of 1917, the International Emergency Economic Powers Act, the Arms Export Control Act of 1976, and other similar laws and regulations for the sale, use and export of many of FLIR’s products and related data and services. Thermal and infrared products and technical data have been subject to the ITAR and EAR, historically under United States Munitions List (“USML”) Category XII and Commerce Control List (“CCL”) Category 6. The United States government’s export reform effort resulted in the transition of various Company products from the USML to the CCL, shifting the licensing requirements and restrictions for products regulated by the Department of Commerce under the EAR. This transition has increased the licensing requirements and restrictions on some products and reduced the requirements and restrictions on others. FLIR may not be successful in obtaining the necessary licenses from the United States Department of State or Department of Commerce required to conduct FLIR’s business as presently or historically conducted.

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The United States export licensing environment has been affected by a number of factors, including the aftermath of 9/11, the rise of terrorism and the changing geopolitical environment, heightened tensions with other countries (which shift and evolve over time), and the United States’ reliance on night-time warfare. Some of these factors have affected the thermal imaging and infrared technology industry overall while others have impacted FLIR directly. In addition, the Consent Agreement and related submissions and other communications concerning FLIR’s licensing posture overall have led to heightened scrutiny of export licenses for products in FLIR’s markets and, in some cases, highlight DDTC’s focus on the manner in which FLIR handles exports of FLIR’s products, technical data and services subject to the ITAR.

In addition, concerns with respect to potential diversion of certain of FLIR’s products to prohibited end users and countries subject to economic and other sanctions implemented by the United States government has caused the United States Department of Commerce Bureau of Industry and Security to restrict FLIR’s ability to sell 9hz thermal products without a license to customers in China not identified on a list maintained by the United States Department of Commerce.

Although FLIR has taken actions and continue to take additional actions necessary to implement policies and procedures to promote an improved compliance culture and programs, during the normal course of FLIR’s business, FLIR has experienced and FLIR expects to continue to experience violations of ITAR and EAR, none of which has been material to the Company to date. Material violations of these legal requirements can be punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts, seizure and forfeiture of unlawful attempted exports, and/or denial of export privileges, as well as other remedial measures. FLIR has established policies and procedures designed to assist us, FLIR’s personnel and FLIR’s agents to comply with applicable U.S. and international laws and regulations. However, FLIR’s policies and procedures may not effectively prevent us, FLIR’s employees and FLIR’s agents from violating these regulations in every transaction in which FLIR may engage, and violations, allegations or investigations of such violations could materially adversely affect FLIR’s reputation, business, financial condition and results of operations. Government agencies might view FLIR’s actions and programs with heightened scrutiny, including as a result of events outside of FLIR’s control. As a result, FLIR may receive more restrictive provisions or limitations on new license requests, wholesale denials of FLIR’s license requests, suspensions or terminations of FLIR’s existing licenses, or delays in receiving new licenses resulting from requests for follow-up information, due diligence requests or additional limitations on FLIR’s sale to third parties. FLIR may be unsuccessful in obtaining necessary licenses required to facilitate FLIR’s international business. Failures to obtain or delays in obtaining licenses may prevent or limit FLIR’s ability to market, sell, export, or transfer FLIR’s products outside the United States and has had and could continue to have a material adverse effect on FLIR’s business and FLIR’s operating results.

FLIR faces risks from Brexit.

Brexit has created uncertainty about the future relationship between the U.K. and the EU. The U.K. formally exited the EU on January 31, 2020. On December 24, 2020, the U.K. and EU announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues, which relationship became effective on December 31, 2020.

FLIR has significant operations and a substantial workforce in Europe, a portion of which reside in the U.K. and therefore enjoyed certain benefits based on the U.K.’s membership in the EU. FLIR is currently evaluating the potential financial, trade, regulatory and legal implications of the new U.K.-EU trade deal, for FLIR’s U.K. and European business operations, the operations of FLIR’s customers, as well as for global economic conditions and the stability of global financial markets. Additionally, any development that has the effect of devaluing the European euro or British pound sterling could meaningfully reduce the value of FLIR’s assets and reduce the usefulness of liquidity alternatives denominated in that currency, such as FLIR’s multicurrency credit facility. While FLIR has adopted certain operational and financial measures to reduce the risks of doing business internationally, such measures may not allow FLIR to operate without disruption or

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adverse impact to FLIR’s business and financial results in the affected regions. The long-term effects of Brexit will depend on the efficacy of the new U.K.-EU agreement and continuing resolution of future arrangements between the EU and the U.K., including the U.K.’s access to EU markets.

FLIR’s earnings and profitability depend, in part, on subcontractor and supplier performance and financial viability as well as raw material and component availability and pricing.

FLIR relies on other parties to provide raw materials, and components and subsystems for FLIR’s products and to produce certain products or parts, provide information about the parts or products they supply to us, and perform some of the services FLIR provides to FLIR’s customers, and to do so in compliance with all applicable laws, regulations and contract terms. Disruptions or performance problems caused by FLIR’s subcontractors and suppliers, or a misalignment between FLIR’s contractual obligations to FLIR’s customers and FLIR’s agreement with FLIR’s subcontractors and suppliers, could have various impacts on the company, including on FLIR’s ability to meet FLIR’s commitments to customers.

FLIR’s ability to perform FLIR’s obligations on time could be adversely affected if one or more of FLIR’s subcontractors or suppliers were unable to provide the agreed-upon products, materials or information, or perform the agreed-upon services in a timely, compliant and cost-effective manner or otherwise to meet the requirements of the contract. Changes in political or economic conditions, including changes in defense budgets or credit availability or sanctions, or other changes impacting a subcontractor or supplier (including changes in ownership or operations), as well as their ability to retain talent and other resources, and requirements or changes in requirements imposed on them by other customers, could adversely affect the financial stability of FLIR’s subcontractors and suppliers and/or their ability to perform. The inability of FLIR’s suppliers to perform, or their inability to perform adequately, could also result in the need for FLIR to transition to alternate suppliers, which could result in significant incremental cost and delay or the need for FLIR to provide other resources to support FLIR’s existing suppliers. This risk may increase as the demands grow for FLIR’s subcontractors and suppliers to meet extensive government-related cyber and other requirements.

In connection with FLIR’s U.S. government contracts, FLIR is required to procure certain materials, components and parts from supply sources approved by the customer. FLIR also is facing increased and changing regulatory requirements, both domestically and internationally, many of which apply to FLIR’s subcontractors and suppliers. In some cases, there may be only one supplier, or one domestic supplier, for certain components. If a supplier cannot appropriately meet FLIR’s needs, experiences disruptions to production or is otherwise unavailable or not fully available, FLIR may be unable to find a suitable alternative.

FLIR’s procurement practices are intended to reduce the likelihood of FLIR’s procurement of counterfeit, unauthorized or otherwise non-compliant parts or materials. FLIR relies on FLIR’s subcontractors and suppliers to comply with applicable laws, regulations and contract terms, including regarding the parts or materials FLIR procures from them; in some circumstances, FLIR relies on certifications provided by FLIR’s subcontractors and suppliers regarding their compliance. FLIR also relies on FLIR’s subcontractors and suppliers effectively to mitigate the risk of cyber and security threats or other disruptions with respect to the products, components and services they deliver to FLIR and the information entrusted to them by FLIR or FLIR’s customers and to comply with applicable contractual terms and laws and regulations, including cybersecurity requirements.

If FLIR’s subcontractors or suppliers fail to perform or FLIR is unable to procure, or experience significant delays in deliveries of, needed products, materials or services, or if they do not comply with all applicable laws, regulations, requirements and contract terms, including if what FLIR receives is counterfeit or otherwise improper, FLIR’s financial position, results of operations and/or cash flows could be materially adversely affected.

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FLIR faces risks from currency fluctuations.

Historically, currency fluctuations have affected FLIR’s operating results. Changes in the value of foreign currencies in which FLIR’s sales or costs incurred are denominated have in the past caused, and could in the future cause, fluctuations in FLIR’s operating results. FLIR seeks to reduce FLIR’s exposure to currency fluctuations by denominating, where possible, FLIR’s international sales in United States dollars, by balancing expenses and revenues in various currencies and by undertaking limited hedging of forecasted currency exposures. With respect to international sales denominated in United States dollars, a decrease in the value of foreign currencies relative to the United States dollar could make FLIR’s products less price competitive.

General economic conditions may adversely affect FLIR’s business, operating results and financial condition.

FLIR’s operations and performance depend significantly on worldwide economic conditions and their impact on levels of capital investment and consumer spending. Economic factors that could adversely influence demand for FLIR’s products include uncertainty about global economic conditions leading to reduced levels of investment, changes in government spending levels and/or priorities, the size and availability of government budgets, customers’ and suppliers’ access to credit, consumer confidence and other macroeconomic factors affecting government, industrial or consumer spending behavior. In recent years, FLIR’s performance has been negatively impacted by reduced spending by United States government agencies, global economic weakness, and the Eurozone crisis. Continuation of the conditions that led to reduced spending and potential further reductions in spending globally by either consumers or government agencies could have a material adverse effect on FLIR’s business, financial condition and results of operations.

FLIR’s primary markets are volatile and unpredictable.

FLIR’s business depends on the demand for FLIR’s products and solutions in a variety of commercial, industrial and government markets. In the past, the demand for FLIR’s products in these markets has fluctuated due to a variety of factors, some of which are beyond FLIR’s control, including:

Seasonal fluctuations in FLIR’s operating results are an outcome of:

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Competition in FLIR’s markets is intense and FLIR’s failure to compete effectively could adversely affect FLIR’s business.

Competition in the diverse markets for FLIR’s products is intense. The speed with which companies can identify new applications for thermal imaging, develop products to meet those needs and supply commercial quantities at low prices to the market are important competitive factors. FLIR believes the principal competitive factors in FLIR’s markets are product performance, price, customer service and training, product reputation, and effective marketing and sales efforts. Many of FLIR’s competitors have greater financial, technical, research and development, and marketing resources than FLIR does. All of these factors, as well as the potential for increased competition from new market entrants, require FLIR to continue to invest in, and focus on, research and development and new product innovation. FLIR may be unable to compete effectively in the future and a failure to do so could have a material adverse effect on FLIR’s business, financial condition and results of operations.

FLIR’s products may suffer from defects or errors leading to substantial product liability, damage or warranty claims.

FLIR includes complex system designs and components in FLIR’s products that may contain errors or defects, particularly when FLIR incorporates new technology into FLIR’s products or release new versions. If any of FLIR’s products are defective, FLIR might be required to redesign or recall those products or pay substantial damages or warranty claims. Such an event could result in significant expenses including expenses arising from product liability and warranty claims. It also could disrupt sales and affect FLIR’s reputation and that of FLIR’s products, which could have a material adverse effect on FLIR’s business, financial condition and results of operations. As FLIR expands FLIR’s presence into new markets, FLIR may face increased exposure to product liability claims. FLIR maintain product liability insurance, but it may be insufficient or become unavailable on acceptable terms.

Amounts included in FLIR’s backlog may not result in actual revenues or translate into profits.

Many contracts are subject to cancellation or suspension on short notice at the discretion of the customer, and the contracts in FLIR’s backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contract. FLIR has historically experienced variances in the components of backlog related to delivery delays or cancellations resulting from customer-specific circumstances, external market factors and economic factors beyond FLIR’s control, and FLIR may experience more delays or cancellations in the future. Accordingly, FLIR’s backlog may not actually be realized. If FLIR’s backlog fails to materialize, FLIR could experience a reduction in revenues and a decline in profitability, which could result in a deterioration of FLIR’s financial position and liquidity.

Significant tariffs, restrictions on imports or other trade barriers between the United States and various countries, most significantly China, may impact FLIR’s revenue and results of operations.

General trade tensions between the U.S. and China began escalating in 2018, with multiple rounds of U.S. tariffs on Chinese-made goods taking effect. These tariffs currently affect some of the components of FLIR’s products FLIR imports from China, and FLIR may raise FLIR’s prices on those products due to the tariffs or share the cost of such tariffs with FLIR’s customers, which could harm FLIR’s operating performance or cause FLIR’s customers to seek alternative suppliers. While FLIR continues to monitor and evaluate the potential impact of the effective and proposed tariffs as well as other recent changes in foreign trade policy on FLIR’s supply chain, costs, sales and profitability and are considering strategies to mitigate such impact, including reviewing sourcing options and working with FLIR’s vendors and merchants, it is possible that further tariffs may be imposed on FLIR’s other imports, or that FLIR’s business will be impacted by retaliatory trade measures taken by China or other countries in response to existing or future tariffs, causing FLIR to raise prices or make changes to FLIR’s operations, any of which could materially harm FLIR’s revenue or operating results. In addition, FLIR may seek to shift some of FLIR’s manufacturing supply chain to other countries, which could result in disruption to FLIR’s operations.

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Risks, Uncertainties and Other Factors Related to FLIR’s Technology and Intellectual Property

FLIR’s inability to protect FLIR’s intellectual property and proprietary rights and avoid infringing the rights of others could harm FLIR’s competitive position and FLIR’s business.

FLIR’s ability to compete successfully and achieve future revenue growth depends, in part, on FLIR’s ability to protect FLIR’s proprietary technology and operate without infringing the rights of others. To accomplish this, FLIR relies on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements and contractual provisions to protect FLIR’s proprietary rights. Many of FLIR’s proprietary rights are held in confidence as trade secrets and are not covered by patents, making them more difficult to protect. Although FLIR currently hold worldwide patents covering certain aspects of FLIR’s technologies and products, and FLIR is actively pursuing additional patents, FLIR cannot be certain that FLIR will obtain additional patents or trademarks on FLIR’s technology, products and trade names. Furthermore, FLIR cannot be certain that FLIR’s patents or trademarks will not be challenged or circumvented by FLIR’s competitors or that measures taken by FLIR to protect FLIR’s proprietary rights will adequately deter their misappropriation or disclosure. Despite FLIR’s efforts to protect FLIR’s intellectual property, it is possible that competitors or other unauthorized third parties may obtain or disclose FLIR’s confidential information, reverse engineer or copy FLIR’s technologies, products or processes, or otherwise misappropriate FLIR’s intellectual property. Any failure by FLIR to protect FLIR’s intellectual property could have a material adverse effect on FLIR’s business, financial condition and results of operations. Moreover, because intellectual property does not necessarily prevent FLIR’s competitors from entering the markets FLIR serves, FLIR may be unable to maintain FLIR’s competitive advantage and FLIR’s competitors might develop capabilities equal or superior to ours.

Litigation over patents and other intellectual property is common in FLIR’s industry. During the normal course of business, FLIR engages in litigation related to FLIR’s patents and other intellectual property and cannot be sure that FLIR will not be subject to such litigation in the future. Similarly, FLIR may assert claims in litigation to protect FLIR’s intellectual property. Lawsuits defending or prosecuting intellectual property claims and related legal and administrative proceedings could result in substantial expense to FLIR and significant diversion of effort of FLIR’s personnel. An adverse determination in a patent suit or in any other proceeding in which FLIR is a party could subject FLIR to significant liabilities, result in the loss of intellectual property rights FLIR claims or impact FLIR’s competitive position. Additionally, an adverse determination could require FLIR to seek licenses from third parties. If such licenses are not available on commercially reasonable terms or at all, FLIR’s business, financial condition and results of operations could be adversely affected, leading to a potential reduction in client base.

FLIR’s business could be negatively impacted by cybersecurity threats and other security threats and technology disruptions.

FLIR faces certain security threats and technology disruptions, including threats to FLIR’s information technology infrastructure, attempts to gain access to FLIR’s or FLIR’s customers’ proprietary or classified information, including intellectual property and technology, threats to the physical security of FLIR’s facilities and employees, threats of terrorism events, and failures of FLIR’s technology tools and systems. FLIR is subject to laws and rules issued by various agencies concerning safeguarding and maintaining infrastructure and physical security and information confidentiality. FLIR’s information technology networks and related systems are critical to the operation of FLIR’s business and essential to FLIR’s ability to successfully perform day-to-day operations. FLIR is also involved with information technology systems for certain customers and other third parties, for which FLIR faces similar security threats as for FLIR’s own. In particular, cybersecurity threats, such as computer viruses, spyware and malware, attempts to access information, denial of service attacks and other electronic security breaches-, are persistent and evolve quickly. Such threats have increased in frequency, scope and potential impact in recent years.

Further, a variety of technological tools and systems, including both company-owned information technology and technological services provided by outside parties, support FLIR’s critical functions. These

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technologies, as well as FLIR’s products, are subject to failure and the user’s inability to have such technologies properly supported, updated, expanded or integrated into other technologies and may contain open source and third party software which unbeknownst to FLIR may contain defects or viruses that pose unintended risks to FLIR’s customers. If not effectively mitigated or controlled, these risks could materially harm FLIR’s business or reputation. While FLIR believes that FLIR has implemented appropriate measures, controls, and risk transfer mechanisms designed to protect customer information and prevent data breaches, such actions may not prevent disruptions to critical systems, unauthorized release of confidential information, corruption of data, or financial loss.

FLIR requires user names and passwords in order to access FLIR’s information technology systems. FLIR uses encryption and authentication technologies designed to secure the transmission and storage of data and prevent access to FLIR’s data or accounts. These security measures are subject to third-party security breaches, employee error, malfeasance, faulty password management or other irregularities. For example, third parties may attempt to induce by fraud employees or customers into disclosing user names, passwords or other sensitive information, which may in turn be used to access FLIR’s information technology systems. These security systems cannot provide absolute security. A material breach of FLIR’s systems where FLIR was unable to protect sensitive data could materially damage business partner and customer relationships, and curtail or otherwise impact the use of FLIR’s information technology systems. Moreover, a security breach of FLIR’s information technology system that affects FLIR’s computer systems or results in the release of personally identifiable or other sensitive information of customers, business partners, employees and other third parties, could materially damage FLIR’s reputation and brand, result in a decrease of the use of FLIR’s products and services, and expose FLIR to a risk of loss, litigation and potential liability.

Cybersecurity or other security threats and technology disruptions could disrupt FLIR’s operations and customer and other third party information technology systems. They also could require significant management attention and resources, negatively impact FLIR’s reputation among FLIR’s customers and the public and challenge FLIR’s eligibility for future work on sensitive or classified systems, which could have a material adverse effect on FLIR’s business, financial condition and results of operations.

FLIR’s future success will depend on FLIR’s ability to respond to the rapid technological change in the markets in which FLIR competes, FLIR’s ability to introduce new or enhanced products and enter into new markets.

The markets in which FLIR competes are characterized by rapid technological developments and frequent new product introductions, enhancements and modifications. FLIR’s ability to develop new products and technologies that anticipate changing customer requirements, reduce costs and otherwise retain or enhance FLIR’s competitive position in existing and new markets will be an important factor in FLIR’s future results from operations. FLIR will continue to make substantial capital expenditures and incur significant research and development costs to improve FLIR’s manufacturing capability, reduce costs, and develop and introduce new products and enhancements. If FLIR fails to develop and introduce new products and technologies in a timely manner, FLIR’s business, financial condition and results of operations would be adversely affected. In addition, FLIR’s new products and technologies may not be successful and FLIR’s customers may not accept FLIR’s new products.

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USE OF PROCEEDS

We estimate that the net proceeds of this offering will be approximately $2.97 billion (after deducting the underwriting discounts and estimated offering expenses).

We intend to use the net proceeds from the sale of the notes, together with cash on hand, to (i) fund a portion of the purchase price for the FLIR Acquisition, (ii) pay fees and expenses in connection with the FLIR Acquisition, and (iii) repay indebtedness under our Amended and Restated Revolving Credit Agreement, including the amount we intend to borrow to repay approximately $500 million of our outstanding notes issued pursuant to previous note purchase agreements (translated into approximately $464 million at time of issuance), for which we have issued an irrevocable Prepayment Notice.

We may temporarily invest funds that are not immediately needed for these purposes in short-term investments, including marketable securities.

The completion of this offering is not contingent on the closing of the FLIR Acquisition. If the closing of the FLIR Acquisition has not occurred on or prior to the earlier of (i) December 31, 2021 and (ii) the date the Merger Agreement, including any amendment thereof, is terminated, according to its terms, we will redeem the 2023 notes, the 2024 notes, the 2026 notes, and the 2031 notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on the principal amount of such notes to but excluding the special mandatory redemption date. See “Description of the Notes—Special Mandatory Redemption” in this prospectus supplement.

Certain of the underwriters or their affiliates are lenders under our Amended and Restated Revolving Credit Agreement. In addition, affiliates of certain of the underwriters or their affiliates are agents with respect to our Amended and Restated Revolving Credit Agreement. Accordingly, certain of the underwriters or their affiliates will receive a portion of the net proceeds from this offering. See “Underwriting (Conflicts of Interest)” in this prospectus supplement.

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CAPITALIZATION

The following table sets forth a summary of our consolidated cash and capitalization on:

You should read this table in conjunction with the information contained in “Use of Proceeds,” as well as our consolidated financial statements and the related notes and the consolidated financial statements and related notes of FLIR incorporated by reference into this prospectus supplement. You should also read this table in conjunction with the unaudited pro forma condensed combined financial statements included in this prospectus supplement. You should not place undue reliance on the pro forma as adjusted information included in this prospectus supplement because this offering is not contingent upon any of the transactions reflected in the adjustments included therein.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information included herein presents the combination of the historical consolidated financial statements of Teledyne and FLIR, adjusted to give effect to the FLIR Acquisition. The unaudited pro forma combined statement of income for the fiscal year ended January 3, 2021 gives effect to the transaction as if it occurred on December 30, 2019. The unaudited pro forma combined balance sheet as of January 3, 2021 gives effect to the transaction as if it occurred on January 3, 2021. Teledyne and FLIR have different fiscal years. Teledyne’s fiscal year is based on a 52- or 53-week convention ending on the Sunday nearest December 31, whereas FLIR’s fiscal year ends on December 31. Teledyne’s fiscal year 2020 included 53 weeks and ended on January 3, 2021. The unaudited pro forma combined financial information has been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 Regulation S-X.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or reasonably expected to occur (“Management’s Adjustments”). Teledyne has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The unaudited pro forma combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the proposed business combination with FLIR been completed as of the dates indicated. In addition, the unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma combined financial information contains estimated adjustments, based upon available information and certain assumptions that we believe are reasonable under the circumstances. The assumptions underlying the pro forma adjustments are described in greater detail in the accompanying notes to the unaudited pro forma combined financial information. In many cases, these assumptions were based on preliminary information and estimates and may materially change upon completion of valuation analysis necessary for fair value purchase accounting.

The unaudited pro forma combined financial information were based on and should be read in conjunction with the following:

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UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

YEAR ENDED JANUARY 3, 2021

See accompanying “Notes to Unaudited Pro Forma Combined Financial Information.”

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF JANUARY 3, 2021

See accompanying “Notes to Unaudited Pro Forma Combined Financial Information.”

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 1: Description of Transaction

On January 4, 2021, Teledyne and FLIR entered into the Merger Agreement, pursuant to which Teledyne will acquire FLIR. The Merger Agreement provides for a business combination in which Merger Sub I will merge with and into FLIR, with FLIR surviving as a wholly owned subsidiary of Teledyne, and immediately following the completion of the First Merger, FLIR will merge with and into Merger Sub II, with Merger Sub II surviving the Second Merger and continuing as a wholly owned direct subsidiary of Teledyne. Pursuant to the Merger Agreement, each share of FLIR common stock that is issued and outstanding immediately prior to the completion of the FLIR Acquisition will convert into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock. The FLIR Acquisition is expected to be completed in the second or third quarter of 2021.

Note 2: Basis of Presentation

The unaudited pro forma combined financial information with respect to the proposed business combination with FLIR was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations, with Teledyne being the accounting acquirer, used the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and is based on the historical financial statements of Teledyne and FLIR. Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with any excess purchase price allocated to goodwill. Teledyne prepared the unaudited pro forma combined financial information by adjusting FLIR’s assets and liabilities to their estimated fair values based on FLIR’s public financial information and preliminary valuation work. The final allocation of the purchase price will be determined after completion of the merger and conclusion of the necessary valuation work. The final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments.

The unaudited pro forma combined financial information has been compiled in a manner consistent with the accounting policies adopted by Teledyne. Upon completion of the FLIR Acquisition, Teledyne will perform a detailed review of FLIR’s accounting policies. As a result of that review, Teledyne may identify differences in accounting policies that would materially impact the presentation of the consolidated financial statements of the combined company.

Reclassifications made to FLIR’s historical consolidated statements of income for the year ended December 31, 2020 to conform to Teledyne’s presentation:

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Adjustments made to FLIR’s historical consolidated balance sheet as of December 31, 2020 to conform to Teledyne’s presentation: