8 unchanged sentences
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.
−Removed: While FLIR has enhanced its trade compliance program more broadly, implemented and continues to implement remedial measures and has undergone its first external audit, adverse findings in the second audit, currently commencing, of FLIR’s ITAR compliance program could materially cause incurrence of additional expenses in connection with implementation of remedial measures and result in a substantial adjustment to our revenue and net income.
−Removed: As of July 4, 2021, FLIR has $3.5 million remaining to be paid under the Consent Agreement.
+Added: While FLIR has enhanced its trade compliance program more broadly, implemented and continues to implement remedial measures and has undergone its first external audit and just concluded its second external audit of FLIR’s ITAR compliance program, adverse disclosures and findings could materially cause incurrence of additional expenses in connection with implementation of remedial measures and result in a substantial adjustment to our revenue and net income.
+Added: As of October 3, 2021, FLIR has $3.5 million remaining to be paid under the Consent Agreement.
FLIR’s investments to date in remedial compliance measures have been more than sufficient to cover the $15.0 million suspension amount.
4 unchanged sentences
FLIR has identified certain shipments that potentially violate these license requirements and voluntary disclosed this matter to BIS.
+Added: In April 2021, FLIR resolved allegations of misrepresentations made to BIS, between November 2012 and December 2013, in a commodity jurisdiction request relating to its newly developed Lepton uncooled focal plane arrays by an administrative settlement and fine of $0.3 million and agreeing to perform two internal audits of its EAR export compliance programs.
+Added: The first internal audit has been completed and another voluntary disclosure has been filed to report potential violations.
FLIR has made other voluntary disclosures to the U.S.
5 unchanged sentences
However, an unfavorable outcome could result in substantial fines and penalties or loss or suspension of export privileges or of particular authorizations that could be material to the Company’s financial position, results of operations or cash flows in and following the period in which such an outcome becomes estimable or known.
+Added: No adjustments have been made for these matters in Teledyne’s current preliminary estimates of its purchase price allocation for FLIR.
+Added: The final acquisition accounting adjustments for these matters may be materially different, as Teledyne obtains additional information on these matters and as additional information is made known during the post-acquisition measurement period.
Ongoing reviews of FLIR’s historical operations by foreign tax authorities could result in material tax assessments
During fiscal year 2018, the Swedish Tax Authority (“STA”) issued a reassessment of tax for the year ending December 31, 2012 to one of FLIR’s non-operating subsidiaries in Sweden.
−Removed: The reassessment concerns the use of tax credits applied against capital gains pursuant to European Union Council Directive 2009/133/EC, commonly referred to as the EU Merger Directive, and assesses taxes and penalties totaling approximately $357.8 million (Swedish kroner 3.1 billion) as of July 4, 2021.
−Removed: On March 26, 2020, FLIR received an adverse judgment from the First Instance Court of Sweden (the “Court”) regarding the STA’s reassessment.
−Removed: FLIR has appealed the decision to the Administrative Court of Appeal in Stockholm.
−Removed: The Appellate Court hearing has been scheduled for September 15, 2021.
−Removed: Historically, FLIR has not accrued a liability for this matter.
−Removed: No adjustments have been made for this Swedish tax matter in Teledyne’s current preliminary estimates of the purchase price allocation.
−Removed: The final acquisition accounting adjustments for this Swedish tax matter may be materially different, as Teledyne obtains additional information on this matter and as additional information is made known during the post-acquisition measurement period.
−Removed: An adverse resolution to this Swedish tax matter could materially impact cash flow.
−Removed: In addition, during 2019, the European Commission announced the opening of a separate review to assess whether an excess profit tax ruling granted by Belgium to one of FLIR’s international subsidiaries is in breach of European Union state aid rules.
−Removed: Historically FLIR believed that it had paid all taxes assessed by Belgium in this matter.
−Removed: No adjustments have been made for this Belgium tax matter in Teledyne’s current preliminary estimates of the purchase price allocation.
−Removed: The final acquisition accounting adjustments for this Belgium tax matter may be materially different, as Teledyne obtains additional information on this matter and as additional information is made known during the post-acquisition measurement period.
−Removed: Exhibit 10.1 Second Supplemental Indenture, dated as of May 14, 2021, between Teledyne Technologies Incorporated, Teledyne FLIR, LLC and U.S.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.2 Second Supplemental Indenture, dated as of May 14, 2021 between Teledyne FLIR, LLC and U.S.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.3 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.4 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.
−Removed: (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.5 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 31.1 302 Certification – Aldo Pichelli
−Removed: Exhibit 31.2 302 Certification – Susan L.
−Removed: Exhibit 32.1 906 Certification – Aldo Pichelli
−Removed: Exhibit 32.2 906 Certification – Susan L.
−Removed: Exhibit 101 (INS) XBRL Instance Document
−Removed: Exhibit 101 (SCH) XBRL Schema Document
−Removed: Exhibit 101 (CAL) XBRL Calculation Linkbase Document
−Removed: Exhibit 101 (LAB) XBRL Label Linkbase Document XBRL Schema Document
−Removed: Exhibit 101 (PRE) XBRL Presentation Linkbase Document XBRL Schema Document
−Removed: Exhibit 101 (DEF) XBRL Definition Linkbase Document XBRL Schema Document
−Removed: Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: TELEDYNE TECHNOLOGIES INCORPORATED
−Removed: July 30, 2021 By:
−Removed: Main, Senior Vice President and
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer and Authorized Officer)
−Removed: Teledyne Technologies Incorporated
−Removed: Index to Exhibits
−Removed: Exhibit Number Description
−Removed: Exhibit 10.1 Second Supplemental Indenture, dated as of May 14, 2021, between Teledyne Technologies Incorporated, Teledyne FLIR, LLC and U.S.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.2 Second Supplemental Indenture, dated as of May 14, 2021 between Teledyne FLIR, LLC and U.S.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.3 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.4 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.
−Removed: (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 10.5 Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No.
−Removed: Exhibit 31.1 302 Certification – Aldo Pichelli
−Removed: Exhibit 31.2 302 Certification – Susan L.
−Removed: Exhibit 32.1 906 Certification – Aldo Pichelli
−Removed: Exhibit 32.2 906 Certification – Susan L.
−Removed: Exhibit 101 (INS) XBRL Instance Document
−Removed: Exhibit 101 (SCH) XBRL Schema Document
−Removed: Exhibit 101 (CAL) XBRL Calculation Linkbase Document
−Removed: Exhibit 101 (DEF) XBRL Definition Linkbase Document XBRL Schema Document
−Removed: Exhibit 101 (LAB) XBRL Label Linkbase Document XBRL Schema Document
−Removed: Exhibit 101 (PRE) XBRL Presentation Linkbase Document XBRL Schema Document
−Removed: Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: The total taxes, penalties and interest levied by the STA totals SEK 3.1 billion ($351.5 million USD).
+Added: The reassessment concerns the use of tax credits applied against capital gains pursuant to European Union Council Directive 2009/133/EC, commonly referred to as the EU Merger Directive, and levied significant taxes and penalties.
+Added: In March 2020, FLIR received an adverse judgment from the First Instance Court of Sweden regarding the STA’s reassessment.
+Added: FLIR appealed the decision to the Administrative Court of Appeal in Stockholm, Sweden (the “Appellate Court”).
+Added: After completing an extensive analysis, including consultation with outside specialists, Teledyne recorded a liability that reflects the most likely outcome for this tax matter under the acquisition method for business combinations in the third quarter of 2021.
+Added: Subsequently, the Appellate Court hearing was held on September 15, 2021 and in the subsequent weeks ending on October 22, 2021, the STA and Teledyne submitted additional arguments in writing, including closing arguments.
+Added: An adverse tax ruling by the Appellate Court related to a pre-acquisition assessment by the STA against a FLIR subsidiary would materially impact our cash flow.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.