On April 18, 2017, Teledyne Technologies Incorporated (Teledyne)
and its subsidiary, Teledyne Netherlands B.V. (Teledyne
Netherlands), entered into a Note Purchase and Guaranty Agreement
(the Purchase Agreement) with the purchaser signatories thereto
providing for a private placement of 250 million in aggregate
principal amount of senior unsecured notes (the Notes). The Notes
were issued on April 18, 2017, and consisted of (i) 50 million of
0.70% Senior Notes of Teledyne, Series A, due April 18, 2022,
(ii) 50 million of 0.92% Senior Notes of Teledyne, Series B, due
April 18, 2023, (iii) 50 million of 0.92% Senior Notes of
Teledyne Netherlands, Series C, due April 18, 2023, and (iv) 100
million of 1.09% Senior Notes of Teledyne Netherlands, Series D,
due April 18, 2024. Interest rates for the Notes were determined
as of March 29, 2017.

The Notes were issued to institutional accredited investors to an
exemption from registration under the Securities Act of 1933, as
amended. The Notes have not been and will not be registered under
the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration under the Securities Act. The Notes rank pari passu
in right of repayment with Teledynes and Teledyne Netherlands
other senior unsecured indebtedness. Teledyne Brown Engineering,
Inc., Teledyne Instruments, Inc., Teledyne Scientific Imaging,
LLC and Teledyne LeCroy, Inc. (collectively, the Subsidiary
Guarantors), each of which is a subsidiary of Teledyne and a
guarantor of the indebtedness under the Credit Agreement (defined
below) and certain other indebtedness of Teledyne, are also
guarantors of all the Notes. In addition, Teledyne is a guarantor
of Teledyne Netherlands obligations under the Notes issued by
Teledyne Netherlands.

Interest on the Notes will accrue from April 18, 2017, and the
applicable issuer will pay interest semi-annually on April 18 and
October 18 of each year, until the Notes mature. The applicable
issuer may prepay some or all of the Notes at any time or from
time to time, subject to a make-whole provision and a swap
breakage provision, to the terms of the Purchase Agreement.

The Purchase Agreement contains covenants that may have the
effect of (i) limiting the ability of Teledyne to, among other
things, merge with other entities where Teledyne is not the
surviving entity, (ii) limiting the ability of Teledyne
Netherlands, the Subsidiary Guarantors and the Material
Subsidiaries (as defined in the Purchase Agreement) of Teledyne,
to, among other things, merge with other entities where Teledyne
or a subsidiary of Teledyne is not the surviving entity, and
(iii) limiting the ability of Teledyne and its

subsidiaries to create certain new liens, incur certain
additional indebtedness or sell a substantial part of their
assets. The Purchase Agreement also requires Teledyne to maintain
certain financial ratios.

Events of default under the Purchase Agreement are similar to
those under Teledynes Amended and Restated Credit Agreement dated
as of March 1, 2013, by and among Teledyne, certain subsidiaries
of Teledyne, as Designated Borrowers, the Subsidiary Guarantors,
as Guarantors, the Lender parties thereto from time to time and
Bank of America, N.A. as Administrative Agent, Swing-Line Lender
and L/C Issuer, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of December 4,
2015, that certain Second Amendment to Amended and Restated
Credit Agreement dated as of January 17, 2017 and that certain
Third Amended to Amended and Restated Credit Agreement dated
March 17, 2017 (as so amended, the Credit Agreement).

Events of Default include, but are not limited to: (i) a default
in the payment of principal of the Notes or make-whole amount or,
following a period of 5 business days, of interest, swap breakage
and other amounts; (ii) a breach of certain of the issuers
covenants or, following the expiration of a period of 30 days
following knowledge or notice thereof, any other covenants, under
the Purchase Agreement; (iii) a breach of any representations
under the Purchase Agreement, (iv) any payment default or any
other event of default giving the holder thereof the right to
accelerate the maturity of indebtedness of, or swap termination
amount from, Teledyne or any subsidiary if the total amount of
such indebtedness or swap termination amount exceeds $50 million;
(v) events of bankruptcy, insolvency or liquidation involving
Teledyne or any of Teledynes material subsidiaries; (vi) the
occurrence of a final judgment in amount in excess of $50
million, net of insurance coverage, or that would have a material
adverse effect (as defined in the Purchase Agreement) rendered
against Teledyne or any of Teledynes subsidiaries, in each case,
that is not vacated, satisfied or stayed within 60 days; and
(vii) the failure to maintain funding standards in ERISA-based
plans and certain other liabilities related to ERISA based plans
that result in a material adverse effect on Teledyne.

Teledyne and Teledyne Netherlands intend to use the proceeds of
the private placement to, among other things, repay indebtedness
and for general corporate purposes.

In addition to the foregoing, on April 18, 2017, Teledyne amended
each of those certain Note Purchase Agreements, dated May 12,
2010, September 23, 2014, and August 27, 2015, respectively
(collectively, the Prior Purchase Agreements), to provide, in
each case, that Teledyne will cause any subsidiary of Teledyne
that becomes a guarantor of Teledynes or any other subsidiarys
indebtedness under the Credit

Agreement, certain term loan credit agreements of Teledyne, the
Purchase Agreement and/or any other Prior Purchase Agreement, to
become a subsidiary guarantor under such Prior Purchase
Agreement.

The descriptions set forth above are qualified in their entirety
by the Purchase Agreement, the related Guaranty Agreement of the
Subsidiary Guarantors, and the amendment to each Prior Purchase
Agreement, copies of which are filed as exhibits to this report
and are incorporated by reference herein.

The information described in Item 1.01 is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits