Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.43M
2: EX-4.1 EX-4.1 Description of the Registrant's Securities HTML 43K Registered Under Section 12
3: EX-10.17 EX-10.17 Terms and Conditions of Stock Option HTML 67K
Grants
4: EX-21 EX-21 Subsidiaries of Teledyne Technologies HTML 57K
Incorporated 2019
5: EX-23.1 EX-23.1 Consent of Independent Registered Public HTML 35K
Accounting Firm Deloitte
6: EX-24.1 EX-24.1 Power of Attorney HTML 39K
7: EX-31.1 EX-31.1 Certification of CEO Pursuant to SEC 302 HTML 39K
8: EX-31.2 EX-31.2 Certification of CFO Pursuant to SEC 302 HTML 39K
9: EX-32.1 EX-32.1 Certification of CEO Pursuant to SEC 906 HTML 35K
10: EX-32.2 EX-32.2 Certification of CFO Pursuant to SEC 906 HTML 35K
85: R1 Cover Page HTML 97K
34: R2 Consolidated Statements of Income HTML 93K
48: R3 Consolidated Statements of Comprehensive Income HTML 66K
118: R4 Consolidated Balance Sheets HTML 123K
83: R5 Consolidated Balance Sheets (Parenthetical) HTML 50K
32: R6 Consolidated Statements of Stockholders' Equity HTML 62K
46: R7 Consolidated Statements of Cash Flows HTML 115K
120: R8 Description of Business HTML 38K
80: R9 Summary of Significant Accounting Policies HTML 283K
26: R10 Business Acquisitions, Goodwill and Acquired HTML 220K
Intangible Assets
68: R11 Financial Instruments HTML 38K
109: R12 Accounts Receivable and Unbilled Receivables HTML 55K
97: R13 Inventories HTML 50K
25: R14 Supplemental Balance Sheet Information HTML 63K
67: R15 Stockholder's Equity HTML 202K
108: R16 Long-Term Debt HTML 81K
96: R17 Income Taxes HTML 169K
27: R18 Pension Plans and Postretirement Benefits HTML 450K
66: R19 Business Segments HTML 355K
112: R20 Lease Commitments HTML 57K
72: R21 Commitments and Contingencies HTML 43K
31: R22 Subsequent Event HTML 37K
45: R23 Quarterly Financial Data (Unaudited) HTML 243K
111: R24 Schedule II Valuation and Qualifying Accounts HTML 85K
71: R25 Summary of Significant Accounting Policies HTML 176K
(Policies)
30: R26 Summary of Significant Accounting Policies HTML 226K
(Tables)
44: R27 Business Acquisitions, Goodwill and Acquired HTML 219K
Intangible Assets (Tables)
110: R28 Accounts Receivable and Unbilled Receivables HTML 55K
(Tables)
73: R29 Inventories (Tables) HTML 51K
94: R30 Supplemental Balance Sheet Information (Tables) HTML 65K
105: R31 Stockholder's Equity (Tables) HTML 196K
69: R32 Long-Term Debt (Tables) HTML 83K
28: R33 Income Taxes (Tables) HTML 170K
95: R34 Pension Plans and Postretirement Benefits (Tables) HTML 452K
106: R35 Business Segments (Tables) HTML 452K
70: R36 Lease Commitments (Tables) HTML 51K
29: R37 Quarterly Financial Data (Unaudited) (Tables) HTML 316K
93: R38 Summary of Significant Accounting Policies HTML 124K
(Accumulated Other Comprehensive Income) (Details)
107: R39 Summary of Significant Accounting Policies HTML 187K
(Narrative) (Details)
82: R40 Summary of Significant Accounting Policies - HTML 42K
Remaining Performance Obligation (Details)
117: R41 Summary of Significant Accounting Policies HTML 47K
(Product Warranty and Replacement Costs) (Details)
47: R42 Summary of Significant Accounting Policies (Net HTML 67K
Income Per Common Share) (Details)
33: R43 Summary of Significant Accounting Policies HTML 49K
(Property, Plant and Equipment) (Details)
84: R44 Summary of Significant Accounting Policies HTML 125K
(Hedging Activities/Derivative Instruments)
(Details)
119: R45 Business Acquistions, Goodwill and Acquired HTML 51K
Intangible Assets (2019 Acquisitions) (Details)
49: R46 Business Acquisitions, Goodwill and Acquired HTML 121K
Intangible Assets (2017 Acquisitions) (Details)
35: R47 Business Acquisitions, Goodwill and Acquired HTML 45K
Intangible Assets (Pro Forma Information)
(Details)
81: R48 Business Acquisitions, Goodwill and Acquired HTML 54K
Intangible Assets (Purchase Price) (Details)
121: R49 Business Acquistions, Goodwill and Acquired HTML 60K
Intangible Assets (Goodwill and Intangible Assets
Narrative) (Details)
104: R50 Business Acquisitions, Goodwill and Acquired HTML 62K
Intangible Assets (Assets Acquired and Liabilities
Assumed) (Details)
91: R51 Business Acquisitions, Goodwill and Acquired HTML 65K
Intangible Assets (Acquired Intangible Assets)
(Details)
17: R52 Business Acquisitions, Goodwill and Acquired HTML 53K
Intangible Assets (Goodwill) (Details)
58: R53 Business Acquisitions, Goodwill and Acquired HTML 65K
Intangible Assets (Other Acquired Intangible
Assets) (Details)
103: R54 Business Acquisitions, Goodwill and Acquired HTML 46K
Intangible Assets (Remaining Useful Life)
(Details)
90: R55 Financial Instruments (Details) HTML 35K
16: R56 Accounts Receivable and Unbilled Receivables HTML 49K
(Details)
57: R57 Inventories (Details) HTML 47K
102: R58 Inventories (Details Textual) HTML 39K
92: R59 Supplemental Balance Sheet Information (Property, HTML 49K
Plant and Equipment) (Details)
39: R60 Supplemental Balance Sheet Information (Selected HTML 45K
Balance Sheet) (Details)
55: R61 Stockholder's Equity (Common Stock Share Activity) HTML 43K
(Details)
115: R62 Stockholder's Equity (Narrative) (Details) HTML 159K
78: R63 Stockholder's Equity (Fair Value Assumptions) HTML 50K
(Details)
38: R64 Stockholder's Equity (Stock Option Plans) HTML 64K
(Details)
54: R65 Stockholder's Equity (Exercise Price Range) HTML 75K
(Details)
114: R66 Stockholder's Equity (Nonvested Restricted Stock HTML 60K
Activity) (Details)
77: R67 Stockholder's Equity (Directors' Restricted Stock HTML 60K
Activity) (Details)
41: R68 Long-Term Debt (Details) HTML 107K
50: R69 Long-term Debt Maturities (Details) HTML 61K
61: R70 Long-Term Debt (Details Textual) HTML 73K
22: R71 Income Taxes (Narrative) (Details) HTML 98K
87: R72 Income Taxes (Income Tax Expense (Benefit) HTML 67K
(Details)
99: R73 Income Taxes (Effective Income Tax Rate) (Details) HTML 72K
62: R74 Income Taxes (Deferred Income Tax) (Details) HTML 74K
23: R75 Income Taxes (Unrecognized Tax Benefits) (Details) HTML 49K
88: R76 Pension Plans and Postretirement Benefits HTML 110K
(Narrative) (Details)
100: R77 Pension Plans and Postretirement Benefits (Net HTML 64K
Periodic Pension Benefit (Income) Expense)
(Details)
65: R78 Pension Plans and Postretirement Benefits (Benefit HTML 58K
Obligation and Net Benefit Cost) (Details)
20: R79 Pension Plans and Postretirement Benefits (Benefit HTML 65K
Obligation) (Details)
60: R80 Pension Plans and Postretirement Benefits (Changes HTML 58K
in Plan Assets) (Details)
21: R81 Pension Plans and Postretirement Benefits (Funded HTML 73K
Status) (Details)
86: R82 Pension Plans and Post Retirement Benefits HTML 44K
(Pension Plans with Accumulated Benefit
Obligations in Excess of Fair Value of Plan
Assets) (Details)
98: R83 Pension Plans and Postretirement Benefits HTML 59K
(Estimated Future Benefit Payments) (Details)
63: R84 Pension Plans and Postretirement Benefits HTML 51K
(Percentage of Plan Assets) (Details)
24: R85 Pension Plans and Postretirement Benefits (Fair HTML 97K
Value) (Details)
89: R86 Pension Plans and Postretirement Benefits HTML 47K
(Postretirement Benefit cost (Income)) (Details)
101: R87 Pension Plans and Postretirement Benefits (Changes HTML 48K
in Benefit Obligation) (Details)
64: R88 Pension Plans and Postretirement Benefits HTML 52K
(Postretirement Funded Status) (Details)
19: R89 Business Segments (Narrative) (Details) HTML 101K
40: R90 Business Segments (Business Segments) (Details) HTML 121K
56: R91 Business Segments (Sales and Long-lived Assets) HTML 64K
(Details)
116: R92 Business Segments (Product Lines) (Details) HTML 51K
79: R93 Business Segments Business Segments HTML 129K
(Disaggregation of Revenue) (Details)
37: R94 Lease Commitments (Narrative) (Details) HTML 51K
53: R95 Lease Commitments (Details) HTML 54K
113: R96 Commitments and Contingencies (Details Textual) HTML 44K
76: R97 Subsequent Event (Details) HTML 60K
42: R98 Quarterly Financial Data (Unaudited) (Details) HTML 85K
51: R99 Quarterly Financial Data (Unaudited) - Quarterly HTML 71K
Financial Data by Segment (Details)
52: R100 Schedule II Valuation and Qualifying Accounts HTML 48K
(Details)
74: R9999 Uncategorized Items - tdy-20191229.htm HTML 36K
18: XML IDEA XML File -- Filing Summary XML 230K
59: XML XBRL Instance -- tdy-20191229_htm XML 6.86M
36: EXCEL IDEA Workbook of Financial Reports XLSX 161K
12: EX-101.CAL XBRL Calculations -- tdy-20191229_cal XML 351K
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75: JSON XBRL Instance as JSON Data -- MetaLinks 574± 901K
43: ZIP XBRL Zipped Folder -- 0001094285-20-000045-xbrl Zip 689K
‘EX-4.1’ — EX-4.1 Description of the Registrant’s Securities Registered Under Section 12
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Teledyne Technologies Incorporated (“Teledyne”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) - our common stock, par value $0.01 per share (the “Common Stock”). Our
Common Stock trades on the New York Stock Exchange under the symbol “TDY”.
Description of Common Stock
The following summary description sets forth some of the general terms and provisions of the Common Stock. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of the Common Stock, you should refer to the provisions of our Restated Certification of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), each of which
is an exhibit to the Annual Report on Form 10-K to which this description is an exhibit.
General
Under the Certificate of Incorporation, Teledyne is authorized to issue 140,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock and 15,000,000 of preferred stock with a par value of $0.01 per share (the “Preferred Stock”). Teledyne historically designated 1,250,000 shares of Series A Junior Participating Preferred Stock for issuance in connection with the exercise of rights under a now expired stockholder rights plan. No shares of any Preferred Stock are currently issued and outstanding. The Board of Directors has the authority alter, amend or repeal the Bylaws,
subject to certain limitations set forth in the Bylaws.
No Preemptive, Redemption or Conversion Rights
Holders of shares of Common Stock have no preemptive rights to maintain their percentage of ownership in future offerings or sales of stock of Teledyne. The Common Stock is not redeemable, is not subject to sinking fund provisions, does not have any conversion rights and is not subject to call.
Voting Rights
Holders of shares of Common Stock have one vote per share in all elections of directors and on all other matters submitted to a vote of stockholders of Teledyne. Holders of shares of Common Stock do not have cumulative voting rights.
Dividend
Rights
Subject to the preferences applicable to any outstanding shares of Preferred Stock, the holders of Common Stock are entitled to receive dividends, if any, as and when declared, from time to time, by our Board of Directors out of funds legally available therefor.
Board of Directors
Teledyne has a classified Board of Directors. The directors are classified, with respect to the time for which they severally hold office, into three classes: Class I, Class II and Class III. Each class consists, as nearly as possible, of one-third of the whole number of directors. Our Bylaws establish that the size of the whole Board of Directors shall consist of not less than four members and more than 12 members,
with the exact number of directors to be fixed from time to time within such range by duly adopted resolution of the Board of Directors. At each Annual Meeting of Stockholders the directors of the expiring class are elected to hold office for a term to expire at the third Annual Meeting of Stockholders after their election, or until his or her earlier resignation or removal, and until their respective successors are duly elected and qualified. The alteration, amendment or repeal of the classified Board
The Certificate of Incorporation prohibits action that is required or permitted to be taken at any annual or special meeting of stockholders from being taken by the written consent of stockholders without a meeting.
Power to Call Special Stockholder Meeting
Under Delaware law, a special meeting of stockholders may be called by our Board of Directors or by any other person authorized to do so in the certificate of incorporation
or bylaws. Pursuant to our Certificate of Incorporation, a special meeting of the stockholders may be called only by the Board of Directors pursuant to a resolution approved by a majority of the directors then in office, the Chairman of the Board or the Chief Executive Officer. The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting.
Nomination of persons for election to our Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to our notice meeting (1) by or at the direction of our Board of Directors or (2) by any stockholder of record at the time of the giving of notice of such meeting. Nominations by a stockholder of persons
for election to our Board of Directors may be made if the stockholder’s notice is delivered to the Secretary not earlier than the 90th day prior to the special meeting and not later than the 75th day prior to the special meeting or the 10th day following the day on which a public announcement is first made of the special meeting and the nominees proposed by the Board of Directors to be elected at the meeting.
Merger, Consolidation and Other Fundamental Changes
Our Certificate of Incorporation requires the affirmative vote of at least two-thirds of the outstanding shares of Common Stock to approve certain fundamental changes such
as a merger, consolidation, sale of substantially all of our assets, dissolution, certain purchases by us or one of our subsidiaries of shares of our Common Stock or other assets from a person who owns beneficially a number of shares of our Common Stock that is greater than 15% of the outstanding shares of our Common Stock, and any and all associates and affiliates of such person (a “Significant Shareholder”), any merger of a Significant Shareholder into us or one of our subsidiaries, or any reclassification or recapitalization of us consummated within five years after a Significant Shareholder becomes such, if the result of such classification or recapitalization is to reduce the number of outstanding shares of our Common Stock or convert such shares into cash or other securities. The
supermajority voting requirement is not applicable if the fundamental change has been approved at a meeting of our Board of Directors by the vote of more than two-thirds of the incumbent directors.
Liquidation, Dissolution or Similar Rights
Subject to the preferences applicable to any outstanding shares of Preferred Stock, upon liquidation, dissolution or winding up of the affairs of Teledyne, the holders of Common Stock will be entitled to participate equally and ratably, in proportion to the number of shares held, in the net assets of Teledyne available for distribution to holders of stock of Teledyne.
Forum Selection Clause
Under our Bylaws,
unless Teledyne consents in writing to the selection of an alternative forum, the sole and exclusive forum for making certain types of claims shall be the Court of Chancery of the State of Delaware. This provision applies to (1) any derivative action or proceeding brought on behalf of Teledyne, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee or agent of Teledyne to Teledyne or Teledyne’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of Delaware, the Certificate of Incorporation or Bylaws, (4) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation
or the Bylaws, or (5) any action asserting a claim governed by the internal affairs doctrine, in each case subject to the Delaware Court of Chancery having personal jurisdiction over the indispensable parties named therein.
