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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~September~~March 3031, ~~2020~~ 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 000-21918

FLIR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware		93-0708501
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

27700 SW Parkway Avenue,		97070
Wilsonville,	Oregon
(Address of principal executive offices)		(Zip Code)

(503) 498-3547

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	FLIR	NASDAQ	Global Select Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~April 2330, ~~2020~~2021, there were 131,~~144~~932,~~505~~461 shares of the registrant’s common stock, $0.01 par value, outstanding.

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	~~Financial Statements~~		Financial Statements
	Consolidated Statements of Income - Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)	1
			Consolidated Statements of Income - Three Months Ended March 31, 2021 and 2020 (unaudited)	1
	Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)	2
			Consolidated Statements of Comprehensive Income (Loss) - Three Months Ended March 31, 2021 and 2020 (unaudited)	2
	Consolidated Balance Sheets - September 30, 2020 and December 31, 2019 (unaudited)	3
			Consolidated Balance Sheets - March 31, 2021 and December 31, 2020 (unaudited)	3
	Consolidated Statements of Shareholders' Equity - Three and Nine Months Ended September 30, 2020 and 2019 (unaudited)	4
			Consolidated Statements of Shareholders' Equity - Three Months Ended March 31, 2021 and 2020 (unaudited)	4
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2020 and 2019 (unaudited)	6
			Consolidated Statements of Cash Flows - Three Months Ended March 31, 2021 and 2020 (unaudited)	5
	~~Notes to the Consolidated Financial Statements (unaudited)~~	8	Notes to the Consolidated Financial Statements (unaudited)	6
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	26	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	~~Quantitative and Qualitative Disclosures about Market Risk~~	34	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	~~Controls and Procedures~~	34	Controls and Procedures	29
PART II. OTHER INFORMATION
Item 1.	~~Legal Proceedings~~	35	Legal Proceedings	30
Item 1A.	~~Risk Factors~~	35	Risk Factors	30
Item 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	35	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	~~Defaults Upon Senior Securities~~	35	Defaults Upon Senior Securities	30
Item 4.	~~Mine Safety Disclosures~~	35	Mine Safety Disclosures	30
Item 5.	~~Other Information~~	35	Other Information	30
Item 6.	~~Exhibits~~	36	Exhibits	31
Signature		37		32

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLIR SYSTEMS, INC.CONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share amounts)(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Revenue	$	466,414		$	471,248		$	1,399,352		$	1,397,982
Cost of goods sold	237,500			241,501			698,870			700,966
Gross profit	228,914			229,747			700,482			697,016
Operating expenses:
Research and development	47,848			49,800			157,707			150,437
Selling, general and administrative	94,196			103,393			299,114			321,596
Restructuring expenses	293			2,166			28,779			5,776
Total operating expenses	142,337			155,359			485,600			477,809
Earnings from operations	86,577			74,388			214,882			219,207
Interest expense	7,273			7,582			21,196			20,370
Interest income	(55		)	(612		)	(531		)	(2,107		)
Loss on debt extinguishment	9,126			—			9,126			—
Other (income) expense, net	(9,688		)	292			78			938
Earnings before income taxes	79,921			67,126			185,013			200,006
Income tax provision	19,258			5,079			47,669			30,093
Net earnings	$	60,663		$	62,047		$	137,344		$	169,913
Net earnings per share:
Basic	$	0.46		$	0.46		$	1.04		$	1.26
Diluted	$	0.46		$	0.46		$	1.03		$	1.24
Weighted average shares outstanding:
Basic	131,125			134,741			131,848			135,264
Diluted	131,683			136,050			132,841			136,826

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	March 31,
	2021		2020
Revenue	$	467,313	$	450,923
Cost of goods sold	258,115		231,555
Gross profit	209,198		219,368
Operating expenses:
Research and development	52,246		53,847
Selling, general and administrative	103,868		116,242
Restructuring expenses	622		20,784

Total operating expenses	156,736		190,873
Earnings from operations	52,462		28,495
Interest expense	6,115		6,961
Interest income	(41)		(349)

Other income (loss), net	(3,622)		(1,315)
Earnings before income taxes	50,010		23,198
Income tax provision	11,203		7,774
Net earnings	$	38,807	$	15,424

Net earnings per share:
Basic	$	0.30	$	0.12
Diluted	$	0.29	$	0.11

Weighted average shares outstanding:
Basic	131,183		133,596
Diluted	132,596		134,927

The accompanying notes are an integral part of these consolidated financial statements.

FLIR SYSTEMS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(in thousands)(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net earnings	$	60,663		$	62,047		$	137,344		$	169,913
Other comprehensive income (loss), net of tax:
Fair value adjustment on derivatives instruments designated as hedges (1)	(604		)	(132		)	2,557			(1,718		)
Unrealized gain on available-for-sale investments	—			—			—			4
Foreign currency translation adjustments	10,181			(19,953		)	(12,844		)	(22,729		)
Total other comprehensive income (loss)	9,577			(20,085		)	(10,287		)	(24,443		)
Comprehensive income	$	70,240		$	41,962		$	127,057		$	145,470

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2021		2020
Net earnings	$	38,807	$	15,424
Other comprehensive income (loss), net of tax:
Fair value adjustment on derivatives instruments designated as hedges (1)	(578)		2,753


Foreign currency translation adjustments	256		(20,285)
Total other comprehensive income (loss)	(322)		(17,532)
Comprehensive income (loss)	$	38,485	$	(2,108)

_________________________

(1) The tax effects on interest rate swap contracts for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020 were ~~immaterial.~~a ~~The~~gain ~~tax~~of ~~effects on interest rate swap contracts for the nine months ended September 30, 2020 and 2019 were~~ $0.51 million and a loss of $0.61 million, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

FLIR SYSTEMS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except for par value)(Unaudited)
	September 30,			December 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	319,995		$	284,592
Accounts receivable, net	310,989			318,652
Inventories	474,845			388,762
Prepaid expenses and other current assets	122,857			116,728
Total current assets	1,228,686			1,108,734
Property and equipment, net	255,457			255,905
Deferred income taxes, net	37,902			39,983
Goodwill	1,350,647			1,364,596
Intangible assets, net	211,206			247,514
Other assets	129,014			120,809
Total assets	$	3,212,912		$	3,137,541
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	148,026		$	158,033
Deferred revenue	25,802			28,587
Accrued payroll and related liabilities	88,097			72,476
Accrued product warranties	16,786			14,611
Advance payments from customers	13,631			28,005
Accrued expenses	35,421			40,815
Accrued income taxes	36,702			14,735
Other current liabilities	45,031			27,349
Credit facility	65,000			16,000
Long-term debt, current portion	12,743			12,444
Total current liabilities	487,239			413,055
Long-term debt, net of current portion	715,220			648,419
Deferred income taxes	38,148			53,544
Accrued income taxes	72,678			55,514
Other long-term liabilities	90,761			95,576
Shareholders’ equity:
Preferred stock, $0.01 par value, 10,000 shares authorized; no shares issued at September 30, 2020, and December 31, 2019	—			—
Common stock, $0.01 par value, 500,000 shares authorized, 131,144 and 134,394 shares issued at September 30, 2020, and December 31, 2019, respectively, and additional paid-in capital	20,994			16,692
Retained earnings	1,964,104			2,020,686
Accumulated other comprehensive loss	(176,232		)	(165,945		)
Total shareholders’ equity	1,808,866			1,871,433
Total liabilities and shareholders' equity	$	3,212,912		$	3,137,541

FLIR SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except for par value)

(Unaudited)


	March 31,		December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	277,303	$	297,795
Accounts receivable, net	391,331		353,561
Inventories	457,007		472,237

Prepaid expenses and other current assets	97,568		104,646
Total current assets	1,223,209		1,228,239
Property and equipment, net	269,269		267,682
Deferred income taxes, net	35,610		36,210
Goodwill	1,386,847		1,394,364
Intangible assets, net	197,632		209,636

Other assets	116,235		116,217
Total assets	$	3,228,802	$	3,252,348
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	150,541	$	157,592
Deferred revenue	28,568		25,862
Accrued payroll and related liabilities	77,330		98,911
Accrued product warranties	18,397		17,019
Advance payments from customers	13,730		10,940
Accrued expenses	34,617		41,347
Accrued income taxes	27,852		28,941

Other current liabilities	44,708		44,053

Long-term debt, current portion	12,945		13,473
Total current liabilities	408,688		438,138
Long-term debt, net of current portion	712,866		724,919
Deferred income taxes	43,159		43,708
Accrued income taxes	60,699		60,248
Other long-term liabilities	93,516		101,961

Shareholders’ equity:
Preferred stock, $0.01 par value, 10,000 shares authorized; no shares issued at March 31, 2021, and December 31, 2020	—		—
Common stock, $0.01 par value, 500,000 shares authorized; 131,575 and 131,360 shares issued, 131,368 and 131,153 shares outstanding at March 31, 2021, and December 31, 2020, respectively, and additional paid-in capital	42,101		31,767
Retained earnings	2,033,585		2,017,097
Treasury stock - at cost - 207 shares of common stock at March 31, 2021, and December 31, 2020, respectively	(7,504)		(7,504)
Accumulated other comprehensive loss	(158,308)		(157,986)
Total shareholders’ equity	1,909,874		1,883,374
Total liabilities and shareholders' equity	$	3,228,802	$	3,252,348

The accompanying notes are an integral part of these consolidated financial statements.

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands, except for per share amounts)

(Unaudited)

For the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021:

	~~Common Stock andAdditionalPaid-in Capital~~			~~RetainedEarnings~~Common Stock andAdditionalPaid-in Capital			~~AccumulatedOtherComprehensiveEarnings (Loss)~~		RetainedEarnings		~~TotalShareholders'Equity~~			Treasury Stock		AccumulatedOtherComprehensiveEarnings (Loss)		TotalShareholders'Equity
Balance, December 31, 2019	$	16,692		$	2,020,686		$	(165,945	)		$	1,871,433
Balance, December 31, 2020				$	31,767				$	2,017,097				$	(7,504)	$	(157,986)	$	1,883,374
Net earnings	—			~~15,424~~—			—		38,807		~~15,424~~			—		—		38,807
Repurchase of common stock	(23,371		)	(126,629		)	—				(150,000		)
Stock issued for business acquisition - unearned				205					—					—		—		205
Common stock issued pursuant to stock-based compensation plans, net of shares withheld for taxes	~~580~~			—249			—		—		~~580~~			—		—		249
Stock-based compensation	~~7,403~~			—9,880			—		—		~~7,403~~			—		—		9,880
Dividends paid of $0.17 per share	—			~~(22,728~~—		)	—		(22,319)		~~(22,728~~		)	—		—		(22,319)
Other comprehensive loss, net of taxes	—			—			~~(17,532~~		)—		~~(17,532~~		)	—		(322)		(322)
Balance, March 31, 2020	1,304			1,886,753			(183,477		)		1,704,580
Balance, March 31, 2021				$	42,101				$	2,033,585				$	(7,504)	$	(158,308)	$	1,909,874
Net earnings	—			61,257			—				61,257
Common stock issued pursuant to stock-based compensation plans, net of shares withheld for taxes	(3,341		)	—			—				(3,341		)
Stock-based compensation	12,815			—			—				12,815
Dividends paid of $0.17 per share	—			(22,278		)	—				(22,278		)
Other comprehensive loss, net of taxes	—			—			(2,332		)		(2,332		)
Balance, June 30, 2020	10,778			1,925,732			(185,809		)		1,750,701
Net earnings	—			60,663			—				60,663
Common stock issued pursuant to stock-based compensation plans, net of shares withheld for taxes	(163		)	—			—				(163		)
Stock-based compensation	10,379			—			—				10,379
Dividends paid of $0.17 per share	—			(22,291		)	—				(22,291		)
Other comprehensive income, net of taxes	—			—			9,577				9,577
Balance, September 30, 2020	$	20,994		$	1,964,104		$	(176,232	)		$	1,808,866

For the three months ended March 31, 2020:


	Common Stock and Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Earnings (Loss)		Total Shareholders' Equity
Balance, December 31, 2019	$	16,692	$	2,020,686	$	—	$	(165,945)	$	1,871,433
Net earnings	—		15,424		—		—		15,424
Repurchase of common stock	(23,371)		(126,629)		—		—		(150,000)
Common stock issued pursuant to stock-based compensation plans, net of shares withheld for taxes	580		—		—		—		580
Stock-based compensation	7,403		—		—		—		7,403
Dividends paid of $0.17 per share	—		(22,728)		—		—		(22,728)
Other comprehensive loss, net of taxes	—		—		—		(17,532)		(17,532)
Balance, March 31, 2020	$	1,304	$	1,886,753	$	—	$	(183,477)	$	1,704,580

The accompanying notes are an integral part of these consolidated financial statements.

FLIR SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS'~~CASH ~~EQUITY~~FLOWS

(in thousands~~, except for per share amounts~~)

(Unaudited)

For the nine months ended September 30, 2019:


	Three Months Ended
	March 31,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	38,807	$	15,424
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	23,861		24,225
Stock-based compensation	9,760		7,646

(Gain) loss on disposal of assets	(30)		2,991

Deferred income taxes	23		(165)
Other, net	(6,987)		(3,152)
(Decrease) increase in cash, net of acquisitions, resulting from changes in:
Accounts receivable	(40,407)		12,118
Inventories	8,542		(14,453)
Prepaid expenses and other current assets	3,273		382
Other assets	3,443		(391)
Accounts payable	(5,783)		1,592
Deferred revenue	2,927		2,140
Accrued payroll and other liabilities	(16,777)		11,084
Accrued income taxes	5,410		(6,259)
Other long-term liabilities	(1,758)		(2,316)
Net cash provided by operating activities	24,304		50,866
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net	(14,183)		(12,717)




Net cash used in investing activities	(14,183)		(12,717)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from credit facility and long-term debt, including current portion	—		175,000
Repayment of credit facility and long-term debt	(3,285)		(3,021)



Repurchase of common stock	—		(150,000)
Dividends paid	(22,319)		(22,728)
Proceeds from shares issued pursuant to stock-based compensation plans	1,082		1,459
Tax paid for net share exercises and issuance of vested restricted stock units	(833)		(879)

Net cash used in financing activities	(25,355)		(169)
Effect of exchange rate changes on cash and cash equivalents	(5,258)		(13,957)
Net (decrease) increase in cash and cash equivalents	(20,492)		24,023
Cash and cash equivalents, beginning of year	297,795		284,592
Cash and cash equivalents, end of period	$	277,303	$	308,615

	Common Stock andAdditionalPaid-in Capital			RetainedEarnings			AccumulatedOtherComprehensiveEarnings (Loss)			TotalShareholders'Equity
Balance, December 31, 2018	$	1,355		$	2,024,523		$	(149,092	)	$	1,876,786
Adjustment of DTA under ASU 2016-16(1)	—			3,439			—			3,439
Net earnings	—			61,748			—			61,748
Repurchase of common stock	(16,999		)	(7,999		)	—			(24,998		)
Common stock issued pursuant to stock-based compensation plans, net of shares withheld for taxes	8,709			—			—			8,709
Stock-based compensation	8,289			—			—			8,289
Dividends paid of $0.17 per share	—			(23,031		)	—			(23,031		)
Other comprehensive loss, net of taxes	—			—			(8,247		)	(8,247		)
Balance, March 31, 2019	1,354			2,058,680			(157,339		)	1,902,695
Net earnings	—			46,118			—			46,118
Repurchase of common stock	(7,218		)	(17,780		)	—			(24,998		)
Common stock issued pursuant to stock-based compensation plans, net of shares withheld for taxes	(1,704		)	—			—			(1,704		)
Stock-based compensation	8,924			—			—			8,924
Dividends paid of $0.17 per share	—			(23,033		)	—			(23,033		)
Other comprehensive income, net of taxes	—			—			3,889			3,889
Balance, June 30, 2019	1,356			2,063,985			(153,450		)	1,911,891
Net earnings	—			62,047			—			62,047
Repurchase of common stock	(13,600		)	(61,400		)	—			(75,000		)
Common stock issued pursuant to stock-based compensation plans, net of shares withheld for taxes	3,314			—			—			3,314
Stock-based compensation	10,271			—			—			10,271
Dividends paid of $0.17 per share	—			(22,788		)	—			(22,788		)
Other comprehensive loss, net of taxes	—			—			(20,085		)	(20,085		)
Balance, September 30, 2019	$	1,341		$	2,041,844		$	(173,535	)	$	1,869,650

_________________________

(1) The Company recorded an immaterial correction which increased both retained earnings and deferred income taxes related to the Company's adoption of Accounting Standards Update 2016-16 "Intra-Entity Transfers of Assets Other Than Inventory" ("ASU 2016-16").

The accompanying notes are an integral part of these consolidated financial statements.

FLIR SYSTEMS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(Unaudited)
	Nine Months Ended September 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	137,344		$	169,913
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	71,217			76,037
Stock-based compensation	30,547			27,371
Loss on debt extinguishment	9,126			—
Loss on disposal of assets	3,352			—
Minority interest impairment charges	4,803			—
Deferred income taxes	(458		)	(1,197		)
Other, net	3,693			39
Increase (decrease) in cash, net of acquisitions, resulting from changes in:
Accounts receivable	7,970			5,460
Inventories	(83,215		)	(30,215		)
Prepaid expenses and other current assets	1,317			43
Other assets	(3,503		)	11,474
Accounts payable	(11,182		)	38,873
Deferred revenue	(2,862		)	7,087
Accrued payroll and other liabilities	7,700			(4,120		)
Accrued income taxes	35,153			(19,555		)
Other long-term liabilities	(14,813		)	(4,385		)
Net cash provided by operating activities	196,189			276,825
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net	(37,136		)	(32,034		)
Proceeds from sale of assets	—			6,365
Business acquisitions, net of cash acquired	—			(601,927		)
Minority interest and other investments	304			(5,000		)
Net cash used in investing activities	(36,832		)	(632,596		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from credit facility and long-term debt, including current portion	175,000			723,054
Repayment of credit facility and long-term debt	(135,352		)	(393,634		)
Repayment of 2021 Unsecured Notes	(425,000		)	—
Redemption premium of 2021 Unsecured Notes	(8,509		)	—
Net proceeds from issuance of 2030 Unsecured Notes	494,234			—
Repurchase of common stock	(150,000		)	(124,996		)
Dividends paid	(67,297		)	(68,852		)
Proceeds from shares issued pursuant to stock-based compensation plans	7,309			20,776
Tax paid for net share exercises and issuance of vested restricted stock units	(10,234		)	(10,458		)
Other financing activities	—			(525		)
Net cash (used in) provided by financing activities	$	(119,849	)	$	145,365

The accompanying notes are an integral part of these consolidated financial statements.

FLIR SYSTEMS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)(in thousands)(Unaudited)
	Nine Months Ended September 30,
	2020			2019
Effect of exchange rate changes on cash and cash equivalents	$	(4,105	)	$	(6,347	)
Net increase (decrease) in cash and cash equivalents	35,403			(216,753		)
Cash and cash equivalents, beginning of year	284,592			512,144
Cash and cash equivalents, end of period	$	319,995		$	295,391

The accompanying notes are an integral part of these consolidated financial statements.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation and Accounting Standards Updates

The accompanying consolidated financial statements of FLIR Systems, Inc. and its consolidated subsidiaries (“FLIR,” the “Company,” “we,” “us,” or “our”) are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the Company’s consolidated financial position and results of operations for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020.

The accompanying consolidated financial statements include the accounts of FLIR Systems, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the year ending December 31, ~~2020~~2021.

Recently Adopted Accounting Pronouncements

Financial Accounting Standards Board ("“FASB"”) Accounting Standards Update ("“ASU"”) No. ~~2016~~2019-1312, ~~"Measurement~~“Income ofTaxes ~~Credit~~(Topic ~~Losses~~740): onSimplifying ~~Financial~~the ~~Instruments"~~Accounting ~~("ASU~~for ~~2016-13"~~Income orTaxes.” ~~"Topic 326"):~~ Effective January 1, ~~2020~~2021, the Company adopted ASU ~~2016~~2019-1312. ~~using~~The astandard ~~modified-retrospective~~simplifies ~~approach.~~the ~~The~~accounting ~~standard~~for ~~changes~~income taxes by removing certain exceptions to the ~~way~~general ~~entities~~principles ~~recognize~~in ~~impairment~~Topic 740 including recognizing deferred taxes for investments, performing intra-period allocations and calculating taxes in interim periods. ASU 2019-12 also improves consistent application of ~~many~~and ~~financial~~simplifies ~~assets~~GAAP for other areas of Topic 740 by ~~requiring~~clarifying ~~immediate~~and ~~recognition~~amending ofexisting ~~estimated~~guidance ~~credit~~to ~~losses~~reduce ~~expected~~complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to ~~occur~~members ~~over~~of ~~their~~a ~~remaining~~consolidated ~~life~~group. Adoption of the standard did not have a material impact on the Company's consolidated financial statements.

FASB ASU No. 2018-18, "Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606" ("ASU 2018-18"): Effective January 1, 2020, the Company adopted ASU 2018-18. The standard clarifies that certain transactions between collaborative arrangement participants should be accounted for under ASC 606, when one participant is a customer, and specifies that a distinct good or service is the unit of account for evaluating whether the transaction is with a customer. The standard also provides guidance on presentation of transactions not in the scope of ASC 606. Adoption of the standard did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

In ~~December~~March ~~2019~~2020, the FASB issued ASU ~~No. 2019~~2020-1204, ~~"Income~~“Reference ~~Taxes~~Rate Reform (Topic ~~740~~848):”, ~~Simplifying~~which temporarily simplifies the ~~Accounting~~accounting for ~~Income~~contract ~~Taxes".~~modifications, ~~The~~including ~~standard~~hedging ~~simplifies~~relationships, due to the ~~accounting~~transition ~~for~~from ~~income~~LIBOR ~~taxes~~and byother ~~removing~~interbank ~~certain~~offered ~~exceptions~~rates to ~~the~~alternative ~~general~~reference ~~principles~~interest inrates. ~~Topic~~Subsequently, ~~740~~the ~~including~~FASB ~~recognizing~~issued ~~deferred~~ASU ~~taxes~~2021-01 ~~for~~(Topic ~~investments~~848), ~~performing~~which ~~intra-period~~clarifies ~~allocations~~the ~~and~~scope ~~calculating~~of ~~taxes~~ASC ~~in interim periods~~848. This ASU ~~2019-12~~is ~~also~~effective ~~improves~~as ~~consistent~~of ~~application~~January of1, 2020, and ~~simplifies~~applies ~~GAAP~~prospectively ~~for~~to ~~other~~contract ~~areas~~modifications ofand ~~Topic~~hedging ~~740~~relationships. byFor ~~clarifying~~example, ~~and~~entities ~~amending~~can ~~existing~~elect ~~guidance~~not to ~~reduce~~remeasure ~~complexity~~the incontracts at the modification date or reassess a previous accounting determination if certain ~~areas~~conditions are met. Additionally, ~~including~~entities ~~recognizing~~can ~~deferred~~elect ~~taxes~~to ~~for~~continue ~~tax~~applying ~~goodwill~~hedge ~~and~~accounting ~~allocating~~for ~~taxes~~hedging torelationships ~~members~~affected ofby areference ~~consolidated~~rate ~~group.~~reform ~~The~~if ~~standard~~certain isconditions ~~effective~~are ~~for~~met. ~~fiscal~~The ~~years~~ASU ~~beginning~~2020-04 ~~after~~guidance ~~December~~was 15effective upon issuance, ~~2020. Early~~and upon adoption isof ~~permitted.~~this ~~The~~ASU, ~~Company~~we ~~plans~~may elect to ~~adopt~~apply the ~~standard~~amendments asprospectively offrom ~~January~~now 1through December 31, ~~2021~~2022. ~~and~~The isCompany ~~currently~~has ~~evaluating~~not yet adopted this guidance toand ~~determine~~is currently evaluating the potential impact itof ~~may~~adoption ~~have~~ on ~~its~~the Company's consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which temporarily simplifies the accounting for contract modifications, including hedging relationships, due to the transition from LIBOR and other interbank offered rates to alternative reference interest rates. For example, entities can elect not to remeasure the contracts at the modification date or reassess a previous accounting determination if certain conditions are met. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. The new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is currently evaluating the impact of the transition from LIBOR to alternative reference interest rates as well as the impact it may have on its consolidated financial statements.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 1. Basis of Presentation and Accounting Standards Updates - (Continued)

Reclassifications

The Company made certain reclassifications to the prior years' financial statements and notes to the consolidated financial statements to conform them to the presentation as of and for the three and nine months ended September 30, 2020. These reclassifications had no effect on consolidated financial position, net earnings, shareholders' equity, or net cash flows for any of the periods presented.

Note 2. Revenue

Revenue Recognition

The Company designs, markets and sells products primarily as off-the-shelf products. Certain customers request different system configurations, based on standard options or accessories that the Company offers. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company regularly enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. In such situations, contract values are allocated to each performance obligation based on its relative estimated standalone selling price. The vast majority of the Company's revenues are recognized at a point in time when goods are transferred to a customer. However, for certain contracts that include highly customized components, if performance does not create an asset with an alternative use and termination for convenience clauses provide an enforceable right to payment for performance completed to date, revenue is recognized over time as the performance obligation is satisfied.

Revenue includes certain shipping and handling costs and is stated net of third-party agency fees. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Revenue is recognized net of allowances for returns and net of taxes collected from customers which are subsequently remitted to governmental authorities. The Company's products are sold with warranty provisions that require it to remedy deficiencies in quality or performance of the Company's products over a specified period of time, generally twelve to twenty-four months, at no cost to its customers. Warranty liabilities are established at the time that revenue is recognized at levels that represent the Company's estimate of the costs that will be incurred to fulfill those warranty requirements. Provisions for estimated losses on sales or related receivables are recorded when identified. Service revenue is deferred and recognized over the contract period, as is the case for extended warranty contracts, or recognized as services are provided.

See Note 17, "Operating Segments and Related Information - Revenue and Long-Lived Assets by Geographic Area" for information related to the Company’s revenues disaggregated by significant geographical region and operating segment.6

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables and deferred revenue and advance payments from customers on the Consolidated Balance Sheets. Contract assets and liabilities are reported on a contract-by-contract basis. The Company had no material deferred contract costs recorded on the Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019.

Contract assets: The Company recognizes unbilled receivables as contract assets when the Company has rights to consideration for work completed but has not yet billed at the reporting date. Unbilled receivables are included within accounts receivable, net on the Consolidated Balance Sheets. The balance of unbilled receivables as of September 30, 2020 and December 31, 2019 were $37.5 million and $9.4 million, respectively.

Contract liabilities: The Company records contract liabilities when cash payments are received or due in advance of the Company's performance. Contract liabilities include deferred revenue and advance payments from customers. Contract liabilities are classified as either current or long-term in the Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue. As of September 30, 2020 and December 31, 2019, contract liability balances totaled $51.4 million and $69.1 million, respectively. These balances included amounts classified as long-term as of September 30, 2020 and December 31, 2019 which were $12.0 million and $12.5 million, respectively, and are included within other long-term liabilities in the accompanying Consolidated Balance Sheets. Approximately $41.8 million of revenue recognized during the nine months ended September 30, 2020 was included in the combined contract liability balances as of December 31, 2019.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 2. Revenue - (Continued)

Revenue Recognition - (Continued)

The Company's products are sold with warranty provisions that require it to remedy deficiencies in quality or performance of the Company's products over a specified period of time, generally twelve to twenty-four months, at no cost to its customers. Warranty liabilities are established at the time that revenue is recognized at levels that represent the Company's estimate of the costs that will be incurred to fulfill those warranty requirements. Provisions for estimated losses on sales or related receivables are recorded when identified. Service revenue is deferred and recognized over the contract period, as is the case for extended warranty contracts, or recognized as services are provided. See Note 17, "Operating Segments and Related Information - Revenue and Long-Lived Assets by Geographic Area" for information related to the Company’s revenues disaggregated by significant geographical region and operating segment.

Contract Balances

Contract assets: The Company recognizes unbilled receivables as contract assets when the Company has rights to consideration for work completed but has not yet billed at the reporting date. Unbilled receivables are included within accounts receivable, net on the Consolidated Balance Sheets. The balance of unbilled receivables as of March 31, 2021 and December 31, 2020 were $75.4 million and $45.0 million, respectively.

Contract liabilities: The Company records contract liabilities when cash payments are received or due in advance of the Company's performance. Contract liabilities include deferred revenue and advance payments from customers. Contract liabilities are classified as either current or long-term in the Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue. As of March 31, 2021 and December 31, 2020, contract liability balances totaled $54.7 million and $48.8 million, respectively. These balances included amounts classified as long-term as of March 31, 2021 and December 31, 2020 which were $12.4 million and $12.0 million, respectively, and are included within other long-term liabilities in the accompanying Consolidated Balance Sheets. Approximately $11.5 million of revenue recognized during the three months ended March 31, 2021 was included in the combined contract liability balances as of December 31, 2020.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. While the remaining performance obligation disclosure is similar in concept to backlog, the definition of remaining performance obligations excludes contracts that provide the customer with the right to cancel or terminate for convenience with no substantial penalty, even if historical experience indicates the likelihood of cancellation or termination is remote. The Company has elected to exclude contracts with customers with an original term of one year or less from remaining performance obligations while these contracts are included within backlog. As of March 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $300.0 million. The Company expects to recognize revenue on a majority of the remaining performance obligations over the next twelve months.

As of September 30, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $329.8 million. The Company expects to recognize revenue on approximately 74 percent of the remaining performance obligations over the next twelve months, and the remainder recognized thereafter.

Note 3. Stock-based Compensation

Stock Incentive Plans

The Company has a stock-based compensation program that provides equity incentives for employees, consultants and directors. This program includes incentive and non-statutory stock options and non-vested stock awards (referred to as restricted stock unit awards) granted under the FLIR Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Plan”).

The Company has granted time-based options, time-based restricted stock unit awards, and performance-based restricted stock unit awards. ~~Performance-based~~Options ~~restricted~~generally ~~stock~~expire ~~unit~~ten ~~awards~~years ~~granted~~from ~~during~~ the ~~year~~grant ~~ended~~date. ~~December~~Time-based ~~31,~~options ~~2017~~and ~~were~~restricted ~~earned~~stock ~~based~~unit ~~upon~~awards ~~the~~generally ~~Company's~~vest ~~operating margin performance~~ over a three-year period. Performance-based restricted stock unit awards granted during the years ended December 31, ~~2018~~2020, 2019 and ~~2020~~2018 may be earned based upon a combination of the Company's revenue and operating performance over a three-year period. ~~Certain shares vested under the performance-based restricted stock unit awards must be held by the participant for a period of one year from the vest date.~~

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan (the “ESPP”) that allows employees to purchase shares of the Company’s common stock at 85a ~~percent~~discount ofto the fair market value at the lower of either the date of enrollment or the purchase date. ~~The ESPP provides for six-month offerings commencing on May 1 and November 1 of each year with purchases on April 30 and October 31 of each year.~~

~~The following table sets forth the stock-based compensation expense recognized in the Consolidated Statements of Income (in thousands):~~7

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of goods sold	$	491	$	769	$	3,226	$	2,326
Research and development	1,863		2,296		5,817		5,981
Selling, general and administrative	7,306		7,028		21,504		19,064
Stock-based compensation expense before income taxes	$	9,660	$	10,093	$	30,547	$	27,371

Stock-based compensation expense capitalized in the Consolidated Balance Sheets is as follows (in thousands):

	September 30,
	2020		2019
Capitalized in inventory	$	1,171	$	1,194

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 3. Stock-based Compensation - (Continued)

AsEmployee ofStock ~~September 30,~~Purchase ~~2020,~~Plan ~~the Company had approximately $61.7 million of total unrecognized stock~~-~~based~~ ~~compensation costs, net of estimated forfeitures, to be recognized over a weighted average period of approximately 2 years.~~(Continued)

The discount may be fixed at any amount up to 15 percent by the plan administrator from time to time, and is presently set at 10 percent. The ESPP provides for six-month offerings commencing on May 1 and November 1 of each year with purchases on April 30 and October 31 of each year. The Company reserved 1,500,000 shares of common stock for issuance under the ESPP. Shares purchased under the ESPP have no holding period requirements. At March 31, 2021 and December 31, 2020, respectively, there were approximately 1,136,841 shares remaining available under the ESPP for future issuance. Shares issued for ESPP purchases are new shares. Effective as of May 1, 2021, in connection with the previously announced acquisition by Teledyne Technologies Incorporated, a Delaware corporation (“Teledyne”), the Company suspended the ESPP such that no new offering period under the ESPP shall commence, and no additional contributions shall be made to the ESPP on or after such date.

The following table sets forth the stock-based compensation expense recognized in the Consolidated Statements of Income (in thousands):


	Three Months Ended
	March 31,
	2021		2020
Cost of goods sold	$	1,268	$	1,067
Research and development	2,228		1,677
Selling, general and administrative	6,264		4,902
Stock-based compensation expense before income taxes	$	9,760	$	7,646

Stock-based compensation expense capitalized in the Consolidated Balance Sheets is as follows (in thousands):


	March 31,
	2021		2020
Capitalized in inventory	$	1,493	$	879

As of March 31, 2021, the Company had approximately $73.1 million of total unrecognized stock-based compensation costs, net of estimated forfeitures, to be recognized over a weighted average period of approximately 2.2 years.

Note 4. Net Earnings Per Share

The following table sets forth the reconciliation of the numerator and denominator utilized in the computation of basic and diluted earnings per share (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
			Three Months Ended
	2020				2019		2020		2019
			March 31,
Numerator for earnings per share:
			2021				2020
Net earnings for basic and diluted earnings per share	$	60,663			$	62,047	$	137,344	$	169,913
Numerator for earnings per share:
Denominator for earnings per share:
Net earnings for basic and diluted earnings per share			$	38,807			$	15,424
Weighted average number of common shares outstanding	131,125				134,741		131,848		135,264
Denominator for earnings per share:
Assumed exercise of stock options and vesting of restricted stock awards, net of shares assumed reacquired under the treasury stock method	558				1,309		993		1,562
Weighted average number of common shares outstanding			131,183				133,596
Diluted shares outstanding	131,683				136,050		132,841		136,826
Assumed exercise of stock options and vesting of restricted stock awards, net of shares assumed reacquired under the treasury stock method			1,413				1,331
Diluted shares outstanding			132,596				134,927

The effect of stock-based compensation awards for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 ~~that aggregated approximately 632,000~~ and ~~522,000~~2020 shares, respectively, has been excluded for purposes of diluted earnings per share since the effect of their inclusion would have been anti-dilutive. The effect of stock-based compensation awards for the three and nine months ended September 30, 2019 that aggregated approximately 80119,000 and 766,000 shares, respectively, ~~has~~have been excluded for purposes of diluted earnings per share since the effect of their inclusion would have been anti-dilutive.

Note 5. Fair Value of Financial Instruments

The Company had approximately $0.71 million and $0.1 million of cash equivalents at ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, respectively, which were primarily investments in money market funds and overnight deposits. The Company has categorized its cash equivalents as Level 1 financial assets, measured at fair value based on quoted prices in active markets of identical assets. All cash equivalents are instruments that are convertible to cash daily. The fair values of the Company’s derivative contracts as of September 30, 2020 and December 31, 2019 are disclosed in Note 6, "Derivative Financial Instruments," and are based on Level 2 inputs. The fair value of the Company's borrowings under the Credit Agreement as described in Note 13, "Debt," as of September 30, 2020 approximates the carrying value. The fair value of the Company’s senior unsecured 2030 notes as described in Note 13, "Debt," was $513.0 million based upon Level 2 inputs at September 30, 2020. The Company’s senior unsecured 2021 notes were redeemed in full in connection with the Company’s August 2020 issuance of the Company’s senior unsecured 2030 notes in a public offering. The fair value of the Company’s senior unsecured 2021 notes as described in Note 13, "Debt," was $430.1 million based upon Level 2 inputs at December 31, 2019. The fair value of observable price changes related to the Company's minority interest equity investments are based on Level 3 inputs. During the nine months ended September 30, 2020, the Company recognized impairments of $4.8 million associated with its equity minority investments which are included in other (income) expense, net in the Consolidated Statements of Income. The Company does not have any other significant financial assets or liabilities that are measured at fair value.

See the discussion of accounting guidance for fair value measurements and the factors used in determining the fair value of financial assets and liabilities as reported in Note 1, "Nature of Business and Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019. 8

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 5. Fair Value of Financial Instruments - (Continued)

The Company has categorized its cash equivalents as Level 1 financial assets, measured at fair value based on quoted prices in active markets of identical assets. All cash equivalents are instruments that are convertible to cash daily.

The fair values of the Company’s derivative contracts as of March 31, 2021 and December 31, 2020 are disclosed in Note 6, "Derivative Financial Instruments," and are based on Level 2 inputs. The fair value of the Company's borrowings under the Credit Agreement as described in Note 13, "Debt," as of March 31, 2021 approximates the carrying value. The fair value of the Company’s senior unsecured 2030 notes as described in Note 13, "Debt," was $488.3 million and $527.7 million based upon Level 2 inputs at March 31, 2021 and December 31, 2020, respectively. The fair value of observable price changes related to the Company's minority interest equity investments are based on Level 3 inputs. The Company does not have any other significant financial assets or liabilities that are measured at fair value.

Note 6. Derivative Financial Instruments

The Company's financial position and results of operations are subject to certain financial market risks. The Company regularly assesses these risks and has established risk management practices designed to mitigate the impact of certain foreign currency exchange rate and interest rate risk exposures. The Company does not engage in speculative trading in any financial market.

~~The~~Foreign ~~Company~~Currency uses currency forward contracts, not formally designated as hedges, to manage the consolidated exchange rate risk associated with the remeasurement of certain non-functional currency denominated monetary assets and liabilities primarily by subsidiaries that use U.S. dollars, European euros, Canadian dollars, Swedish kronor, Norwegian kroner, Brazilian real and British pound sterling as their functional currency. Changes in fair value of foreign currency forward contracts are recognized in other (income) expense, net at the end of each reporting period. In general, these gains and losses are offset in the Consolidated Statements of Income by the reciprocal gains and losses from the underlying assets or liabilities which originally gave rise to the exposure. At September 30, 2020, the Company’s foreign currency forward contracts, not formally designated as hedges, had maturities of three months or less.Contracts

~~In addition, the Company manages the risk of changes in the fair value of certain monetary liabilities attributable to changes in exchange rates.~~ The Company ~~manages~~uses ~~these risks by using~~ currency forward contracts, not formally designated ~~and effective~~ as ~~fair value~~ hedges., ~~Hedge~~to ~~effectiveness~~manage ~~is generally determined by evaluating~~ the ~~alignment~~consolidated ofexchange ~~the~~rate ~~hedging~~risk ~~instrument's~~associated ~~critical terms~~ with the ~~critical~~remeasurement ~~terms~~ of ~~the~~certain ~~hedged~~non-functional ~~item.~~currency ~~The~~denominated ~~forward~~monetary ~~points~~assets ~~attributable~~and toliabilities ~~the~~primarily ~~hedging~~by ~~instruments~~subsidiaries ~~are~~that ~~excluded~~use ~~from~~U.S. ~~the~~dollars, ~~assessment~~European ofeuros, ~~effectiveness~~Canadian ~~and~~dollars, ~~amortized~~Swedish tokronor, ~~other~~Norwegian ~~(income) expense~~kroner, ~~net~~Brazilian ~~using~~real aand ~~systematic~~British ~~and~~pound ~~rational~~sterling ~~methodology. Differences~~as ~~between~~their ~~the~~functional ~~change~~currency. Changes in fair value of ~~the~~foreign ~~excluded~~currency ~~component~~forward ~~and~~contracts ~~amounts recognized under the systematic and rational method~~ are recognized in other ~~comprehensive~~ income. ~~The~~(loss), ~~change~~net inat ~~fair~~the ~~value~~end of ~~the~~each ~~hedging~~reporting ~~instruments~~period. ~~attributable~~In togeneral, ~~the~~these ~~hedged~~gains ~~risk~~and islosses ~~reported~~are inoffset ~~other (income) expense, net. The change~~ in ~~fair value of~~ the ~~hedged~~Consolidated ~~item~~Statements ~~attributable~~of toIncome by the ~~hedged~~reciprocal ~~risk~~gains isand ~~reported~~losses asfrom anthe ~~adjustment~~underlying toassets ~~its~~or ~~carrying~~liabilities ~~value~~which ~~and~~originally ~~also~~gave ~~included~~rise into ~~other~~the ~~(income) expense, net~~exposure. At ~~September~~March 3031, ~~2020~~2021, the Company’s foreign currency forward contracts, not formally designated as ~~fair value~~ hedges, had maturities of three ~~years~~months or less.

In addition, the Company manages the risk of changes in the fair value of certain monetary liabilities attributable to changes in exchange rates. The Company manages these risks by using currency forward contracts formally designated and effective as fair value hedges. Hedge effectiveness is generally determined by evaluating the alignment of the hedging instrument's critical terms with the critical terms of the hedged item. The forward points attributable to the hedging instruments are excluded from the assessment of effectiveness and amortized to other income (loss), net using a systematic and rational methodology. Differences between the change in fair value of the excluded component and amounts recognized under the systematic and rational method are recognized in other comprehensive income (loss). The change in fair value of the hedging instruments attributable to the hedged risk is reported in other income (loss), net. The change in fair value of the hedged item attributable to the hedged risk is reported as an adjustment to its carrying value and also included in other income (loss), net. At March 31, 2021, the Company’s foreign currency forward contracts formally designated as fair value hedges had maturities of two years or less.

Interest Rate Swap

The Company's outstanding debt at ~~September~~March 3031, ~~2020~~2021 consists of fixed rate notes and an unsecured credit facility consisting of an unsecured revolving loan facility, an unsecured U.S. dollar term loan and an unsecured Swedish kronor term loan, all of which accrue interest at a floating rate. As discussed in Note 13, "Debt," interest expense on the Company's floating rate debt is calculated based on a fixed spread over the applicable Eurocurrency rate (e.g. LIBOR) subject to a floor of zero percent. Therefore, fluctuations in market interest rates will cause interest expense increases or decreases on a given amount of floating rate debt.

The Company is managing its interest rate risk related to certain floating rate debt through an interest rate swap (“swap”) in which the Company receives floating rate payments subject to a floor of zero percent and makes fixed rate payments. The impact of the swap is to fix the floating rate basis for the calculation of interest on the unsecured Swedish kronor term loan at 0.590 percent. The swap is designated and effective as a cash flow hedge with individual swap cash flows recorded as an asset or liability in the Company's Consolidated Balance Sheets at fair value. Hedge effectiveness is generally determined by evaluating the alignment of the hedging instrument's critical terms with the critical terms of the hedged item. Fair value adjustments are recorded as an adjustment to accumulated other comprehensive income. ~~All of the Company's derivative counterparties have investment grade credit ratings~~(loss). The Company is a party to master netting arrangements that contain features that allow counterparties to net settle amounts arising from multiple separate derivative transactions or net settle in the case of certain triggering events such as a bankruptcy or major default of one of the counterparties to the transaction. The Company has not pledged assets or posted collateral as a requirement for entering into or maintaining derivative positions.

~~The following table presents the gross notional amounts of outstanding derivative instruments (in thousands):~~9

	September 30, 2020		December 31, 2019
Derivative instruments designated as cash flow hedges:
Interest Rate Swap	$	143,249	$	143,302
Derivative instruments designated as fair value hedges:
Currency Forward Contracts	255,000		340,000
Derivative instruments not formally designated as hedges:
Currency Forward Contracts	149,591		104,835

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 6. Derivative Financial Instruments - (Continued)

Interest Rate Swap - (Continued)

All of the Company's derivative counterparties have investment grade credit ratings. The Company is a party to master netting arrangements that contain features that allow counterparties to net settle amounts arising from multiple separate derivative transactions or net settle in the case of certain triggering events such as a bankruptcy or major default of one of the counterparties to the transaction. The Company has not pledged assets or posted collateral as a requirement for entering into or maintaining derivative positions.

The following table presents the gross notional amounts of outstanding derivative instruments (in thousands):


	March 31,		December 31,
	2021		2020
Derivative instruments designated as cash flow hedges:
Interest Rate Swap	$	143,005	$	154,633
Derivative instruments designated as fair value hedges:
Currency Forward Contracts	198,333		226,667
Derivative instruments not formally designated as hedges:
Currency Forward Contracts	53,865		70,338

The following table presents the balance sheet classification and fair value of derivative instruments (in thousands):

September 30,

December 31,

March 31,

December 31,

~~Classification~~

~~2020~~

Classification

~~2019~~

2021

2020

Derivative instruments designated as cash flow hedges:

Derivative instruments in asset positions:

Interest Rate Swap

~~Prepaid expense and other current assets~~

~~726~~

Prepaid expense and other current assets

~~404~~

333

519

Derivative instruments in liability positions:

Interest Rate Swap

~~Other current liabilities~~

~~911~~

Other current liabilities

~~453~~

890

982

Interest Rate Swap

~~Other long-term liabilities~~

~~1,814~~

Other long-term liabilities

~~1,012~~

1,130

1,628

Derivative instruments designated as fair value hedges:

Derivative instruments in liability positions:

Currency forward contracts

~~Other current liabilities~~

~~2,831~~

Other current liabilities

~~454~~

5,043

13,295

Currency forward contracts

~~Other long-term liabilities~~

~~2,099~~

Other long-term liabilities

~~1,189~~

3,179

12,211

Derivative instruments not formally designated as hedges:

Derivative instruments in asset positions:

Currency forward contracts

~~Prepaid expenses and other current assets~~

~~142~~

Prepaid expenses and other current assets

~~3,010~~

15,494

5,704

Derivative instruments in liability positions:

Currency forward contracts

~~Other current liabilities~~

~~6,629~~

Other current liabilities

~~391~~

4,831

506

The following table presents the statement of income classification of derivative instruments (in thousands):

		Three Months Ended September 30,					Nine Months Ended September 30,
	Classification	2020			2019		2020			2019
Derivative instruments designated as cash flow hedges:
Loss recognized in other comprehensive income (loss), net of tax	Other comprehensive income (loss)	$	54		$	132	$	704		$	1,718
Loss reclassified from other comprehensive income (loss) to earnings for the effective portion	Interest expense	199			218		474			438
Derivative instruments designated as fair value hedges:
Loss recognized in earnings for effective portion	Other (income) expense, net	9,109			—		9,670			—
Gain recognized in income for amount excluded from effectiveness testing	Other (income) expense, net	(1,051		)	—		(3,239		)	—
Loss (gain) recognized in other comprehensive income (loss), net of tax	Other comprehensive income (loss)	550			—		(3,261		)	—
Derivative instruments not formally designated as hedges:
(Gain) loss recognized in earnings	Other (income) expense, net	(9,747		)	2,319		(2,970		)	2,611

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 6. Derivative Financial Instruments - (Continued)


		Three Months Ended
		March 31,
	Classification	2021		2020
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in other comprehensive income (loss), net of tax	Other comprehensive income (loss)	$	304	$	(1,117)
Loss reclassified from other comprehensive loss to earnings for the effective portion	Interest expense	222		171

Derivative instruments designated as fair value hedges:
Gain recognized in earnings for effective portion	Other income (loss), net	13,444		22,766
Gain recognized in income for amount excluded from effectiveness testing	Other income (loss), net	858		1,139
(Loss) gain recognized in other comprehensive income (loss), net of tax	Other comprehensive income (loss)	(882)		3,870

Derivative instruments not formally designated as hedges:
Loss recognized in earnings	Other income (loss), net	(5,686)		(12,890)

Note 7. Accounts Receivable

Accounts receivable are net of an allowance for credit losses of $86.13 million and $6.16 million at ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, respectively.

Note 8. Inventories

Inventories consist of the following (in thousands):

	September 30,				December 31,
			March 31,				December 31,
	2020				2019
			2021				2020
Raw material and subassemblies	$	~~269,062~~	$	268,409	$	~~224,239~~	$	281,641
Work-in-progress	~~61,624~~		56,930		~~44,344~~		51,763
Finished goods	~~144,159~~		131,668		~~120,179~~		138,833
	$	~~474,845~~	$	457,007	$	~~388,762~~	$	472,237

Note 9. Leases

Operating leases are included in other assets, other current liabilities, and other long-term liabilities on the Consolidated Balance Sheets. The Company does not have any finance leases at ~~September~~March 3031, ~~2020~~2021. Most of the Company’s operating leases are for buildings, warehouses and office space. These leases have remaining lease terms of approximately one year to ten years.

Most of the Company’s operating leases are for buildings, warehouses and office space. These leases have remaining lease terms of approximately one year to ten years.

The components of lease expense were as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
			Three Months Ended
	2020				2019		2020		2019
			March 31,
Operating lease expense	$	2,999			$	3,239	$	9,066	$	8,711
			2021				2020
Short-term lease expense	28				277		81		850
Operating lease expense			$	2,974			$	3,022
Variable lease expense	516				555		1,632		1,671
Short-term lease expense			—				27
Total lease expense	$	3,543			$	4,071	$	10,779	$	11,232
Variable lease expense			920				570
Total lease expense			$	3,894			$	3,619

Supplemental balance sheet information related to operating leases is as follows (in thousands):

	September 30, 2020			December 31, 2019
			March 31,			December 31,
Operating lease right-of-use assets	$	34,562		$	35,479
			2021			2020
Operating lease liabilities	$	38,249		$	39,291
Operating lease right-of-use assets			$	30,156		$	32,833
Operating lease liabilities			$	34,005		$	36,745

~~Note 10. Property and Equipment~~ 11

Property and equipment are net of accumulated depreciation of $402.0 million and $370.1 million at September 30, 2020 and December 31, 2019, respectively. Depreciation expense for the three months ended September 30, 2020 and 2019 was $11.0 million and $11.2 million, respectively. Depreciation expense for the nine months ended September 30, 2020 and 2019 was $34.0 million and $32.4 million, respectively.

Note 11. Goodwill

In the first quarter of 2020, the Company completed a business reorganization as part of its “Project Be Ready” restructuring plan which resulted in identification of two reportable segments (Industrial Technologies and Defense Technologies). The Company commenced operating and reporting under the new organization structure effective January 1, 2020. See Note 19, “Restructuring” for further information on Project Be Ready and Note 17, "Operating Segments and Related Information" for additional information on the two new reportable operating segments. Goodwill was allocated to identified reporting units using a relative fair value approach. In conjunction with the change in reportable segments, the Company evaluated goodwill for impairment, both before and after the segment change and determined that goodwill was not impaired.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 1110. Property ~~Goodwill~~and -Equipment ~~(Continued)~~

~~The~~Property ~~following~~and ~~table~~equipment ~~presents~~are ~~changes~~net inof ~~the~~accumulated ~~carrying~~depreciation ~~value~~ of ~~goodwill~~$405.2 million and ~~the~~$400.5 ~~activity~~million byat ~~reportable~~March 31, ~~segment~~2021 and December 31, 2020, respectively. Depreciation expense for the ~~nine~~three months ended ~~September~~March 3031, 2021 and 2020 ~~(in~~was ~~thousands):~~$11.4 million and $11.8 million, respectively.

	Industrial Technologies		Defense Technologies			Consolidated
Balance, December 31, 2019	$	635,899	$	728,697		$	1,364,596
Adjustments to goodwill	—		(12,617		)	(12,617		)
Currency translation adjustments	4,266		(5,598		)	(1,332		)
Balance, September 30, 2020	$	640,165	$	710,482		$	1,350,647

Note 11. Goodwill

~~During~~The ~~the~~following ~~third~~table ~~quarter~~presents ofchanges ~~2020,~~in the ~~Company~~carrying ~~performed~~value ~~its~~of ~~annual~~ goodwill ~~impairment analysis. The Company performed a qualitative analysis for all reporting units~~ and ~~determined that it was more likely than not that~~ the ~~fair~~activity ~~values~~by ofreportable ~~the~~segment ~~reporting~~for ~~units were in excess of~~ the ~~individual~~three ~~reporting units carrying values, and as a result, a quantitative step one analysis was not necessary. There were no goodwill impairments during the nine~~ months ended ~~September 30~~March 31, ~~2020~~2021 ~~and~~(in ~~2019, respectively.~~thousands):

See Note 18, "Business Acquisitions" for additional information on goodwill from acquisitions.


	Industrial Technologies		Defense Technologies		Consolidated
Balance, December 31, 2020	$	651,439	$	742,925	$	1,394,364



Currency translation adjustments	(6,773)		(744)		(7,517)
Balance, March 31, 2021	$	644,666	$	742,181	$	1,386,847

See Note 18, "Business Acquisitions and Combinations" for additional information on goodwill from acquisitions.

Note 12. Intangible Assets

Intangible assets are net of accumulated amortization of $~~164~~184.16 million and $~~129~~173.92 million at ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, respectively. The aggregate amortization expense for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019 was $11.9 million and $15.5 million, respectively. The aggregate amortization expense for the nine months ended September 30,~~ 2020 ~~and 2019~~ was $3512.60 million and $4211.59 million, respectively.

Note 13. Debt

The Company's debt consists of the following (in thousands):

		September 30, 2020								December 31, 2019
								March 31, 2021									December 31, 2020
	~~Maturity Date~~	~~Amount~~Maturity Date			~~Stated Rate~~		~~Effective Rate~~	Amount		~~Amount~~	Stated Rate		~~Stated Rate~~	Effective Rate	~~Effective Rate~~		Amount		Stated Rate		Effective Rate
Senior Unsecured Notes:
Senior 2030 Notes	August 1, 2030	$	500,000		2.500	%	2.630	%		$	—		—	%	—	%
2030 Notes		August 1, 2030						$	500,000		2.500		%	2.630		%	$	500,000	2.500	%	2.630	%
Senior 2021 Notes (1)	June 15, 2021	—			—	%	—	%		425,000			3.125	%	3.343	%
Credit Agreement:
Credit Agreement:
U.S. dollar term loan		March 29, 2024						90,000			1.359		%	1.627		%	91,250		1.504	%	1.769	%
U.S. dollar term loan	March 29, 2024	92,500			1.470	%	1.732	%		96,250			1.945	%	2.196	%
Swedish kronor term loan		March 29, 2024						143,005			1.250		%	1.503		%	154,632		1.250	%	1.484	%
Swedish kronor term loan	March 29, 2024	143,248			1.250	%	1.503	%		143,302			0.098	%	0.351	%
Total								733,005									745,882
Revolving credit facility	March 29, 2024	65,000			1.397	%	1.397	%		16,000			1.799	%	1.799	%
Unamortized discounts and issuance costs								(7,194)									(7,490)
Total		800,748								680,552
Total debt								$	725,811								$	738,392
Unamortized discounts and issuance costs		(7,785		)						(3,689		)
Reported as:
Total debt		$	792,963							$	676,863
Long-term debt, current portion								12,945									13,473
Reported as:
Long-term debt, net of current portion								712,866									724,919
Credit facility		$	65,000							$	16,000
Total								$	725,811								$	738,392
Long-term debt, current portion		12,743								12,444
Long-term debt, net of current portion		715,220								648,419
Total		$	792,963							$	676,863

~~(1) The~~ Senior ~~2021 Notes were redeemed in full in connection with the Company’s August 2020 issuance of the Senior 2030 Notes in a public offering described below under “Senior~~ Unsecured Notes”.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 13. Debt - (Continued)

Senior Unsecured Notes

On August 3, 2020, the Company issued and sold its $500.0 million senior unsecured notes maturing on August 1, 2030 (the “2030 Notes”) in an underwritten public offering. The aggregate net proceeds from the offering were approximately $494.2 million after deducting underwriting fees, debt discount and transaction issuance costs, which are being amortized over a period of ten years. Interest on the 2030 Notes is payable semiannually in arrears on February 1 and August 1 of each year beginning on February 1, 2021. The net proceeds from the sale of the 2030 Notes were used to redeem the Company’s outstanding $425.0 million senior unsecured notes due June 15, 2021 (the “2021 Notes”), and for general corporate purposes, which may include funding for working capital, investments in Company's subsidiaries, capital expenditures, acquisitions, and stock repurchases. In connection with the redemption of the 2021 Notes, during the three months ended September 30, 2020, the Company recorded a $9.1 million loss on debt extinguishment on the Consolidated Statements of Income, which consisted of a $8.5 million redemption premium payment and $0.6 million for the unamortized portion of the original issue discount and previously incurred issuance costs.

Credit Agreement

On March 29, 2019, the Company entered into a Second Amended and Restated Credit Agreement (“Credit Agreement”) with Bank of America, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association, Citibank, N.A., MUFG Union Bank, N.A., and the other lenders party thereto. The Credit Agreement has a term of five years and matures on March 29, 2024. In connection with the closing of the Credit Agreement, the Company made an initial borrowing of $100.0 million in revolving loans, $100.0 million in term loans in U.S. dollars, and the equivalent of $150.0 million in term loans in Swedish kronor and repaid all outstanding amounts under its prior credit agreement. The Company ~~borrowed~~has anthe ~~additional~~right, ~~$175.0~~subject ~~million~~to ~~and~~certain ~~made~~conditions, ~~payments~~including approval of ~~$126.0~~additional ~~million~~commitments by qualified lenders, to increase the availability under the revolving credit facility ~~during~~by ~~the~~an ~~nine~~additional ~~months~~$200.0 ~~ended~~million ~~September 30~~until March 29, ~~2020~~2024.

The Credit Agreement allows the Company and certain designated subsidiaries to borrow in United States dollars, European euros, Swedish kronor, British pound sterling, Japanese yen, Canadian dollars, Australian dollars, and other agreed upon currencies. Interest rates under the Credit Agreement are determined from the type and tenor of the borrowing and includes loans based on the published term Eurocurrency rate (e.g. LIBOR) in which the loan is denominated. The Eurocurrency rate loans have a floor of zero percent and an applicable margin that ranges from 1.000 percent to 1.375 percent depending on the Company’s consolidated total leverage ratio. The Credit Agreement requires the Company to pay a commitment fee on the amount of unused revolving commitments at a rate, based on the consolidated total leverage ratio, which ranges from 0.125 percent to 0.200 percent of unused revolving commitments. At March 31, 2021, the commitment fee on the amount of unused revolving credit was 0.175 percent per annum. The Credit Agreement contains one financial covenant that requires maintenance of a consolidated total leverage ratio with which the Company was in compliance at March 31, 2021.

The Credit Agreement requires the Company to pay a commitment fee on the amount of unused revolving commitments at a rate, based on our consolidated total leverage ratio, which ranges from 0.125 percent to 0.200 percent of unused revolving commitments. At September 30, 2020, the commitment fee on the amount of unused revolving credit was 0.175 percent per annum. The Credit Agreement contains one financial covenant that requires maintenance of a consolidated total leverage ratio with which the Company was in compliance at September 30, 2020.

The facilities available under the Credit Agreement are unsecured. The Credit Agreement also contains language providing for the adoption of a LIBOR successor rate in anticipation of the possibility of LIBOR benchmark reform, consistent with market practice. The Company is engaged in regular dialogue with its lenders and derivatives counterparties to keep apprised of the proposed successor rates in each of the jurisdictions that might be impacted by a need to execute a financial transaction. Although progress has been made by the various working groups, the Company believes it is too early to accurately assess any financial impact of the LIBOR benchmark reform.

As disclosed in Note 5, "Fair Value of Financial Instruments", the Company entered into a floored interest rate swap with a Swedish kronor notional amount initially equivalent to $150.0 million to hedge the cash flows associated with the interest rate risk arising from the variability in interest expense attributable to amounts drawn under the Swedish kronor term loan.

Letters of Credit

At ~~September~~March 3031, ~~2020~~2021, the Company had $1015.84 million of letters of credit outstanding under the Credit Agreement, which reduced the total availability under the revolving commitments under the Credit Agreement. On January 11, 2019, a standby letter of credit, not to exceed Swedish kronor 2.2 billion, was issued under a new bilateral letter of credit reimbursement agreement ("L/C Agreement") to secure a payment guarantee required by the Swedish Tax Authority in order to grant the original respite from paying the tax reassessment described in Note 16, "Income Taxes." The outstanding amount of the L/C Agreement was equivalent to approximately $254.6 million at March 31, 2021. While outstanding amounts under the L/C Agreement do not reduce the available revolving credit from the Credit Agreement, they are considered indebtedness and influence the incremental debt capacity governed by our Credit Agreement covenants. The standby letter of credit was further amended on April 24, 2020 to reflect the new respite.

On January 11, 2019, a standby letter of credit, not to exceed Swedish kronor 2.2 billion, was issued under a new bilateral letter of credit reimbursement agreement ("L/C Agreement") to secure a payment guarantee required by the Swedish Tax Authority in order to grant the original respite from paying the tax reassessment described in Note ~~16, "Income Taxes~~14." Accrued ~~The~~Product ~~outstanding~~Warranties amount of the L/C Agreement was equivalent to approximately $248.0 million at September 30, 2020. While outstanding amounts under the L/C Agreement do not reduce the available revolving credit from the Credit Agreement, they are considered indebtedness and influence the incremental debt capacity governed by our Credit Agreement covenants. The standby letter of credit was further amended on April 24, 2020 to reflect the new respite.

16The following table summarizes the Company's warranty liability and activity (in thousands):


	Three Months Ended March 31,
	2021		2020
Accrued product warranties, beginning of period	$	21,522	$	19,143
Amounts paid for warranty services	(1,720)		(2,003)
Warranty provisions for products sold	3,097		2,860

Currency translation adjustments and other	(137)		(191)
Accrued product warranties, end of period	$	22,762	$	19,809
Current accrued product warranties, end of period	$	18,397	$	15,018
Long-term accrued product warranties, end of period	$	4,365	$	4,791

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 14. Accrued Product Warranties - (Continued)

The ~~following~~Company ~~table~~generally ~~summarizes~~provides a twelve to twenty-four month warranty on its products. A provision for the ~~Company’s~~estimated future costs of warranty, ~~liability~~based upon historical cost and ~~activity~~product (performance experience, is recorded when revenue is recognized. Long-term accrued product warranties are included in ~~thousands):~~other long-term liabilities on the Consolidated Balance Sheets.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Accrued product warranties, beginning of period	$	20,348		$	18,541		$	19,143		$	18,583
Amounts paid for warranty services	(1,908		)	(3,853		)	(5,714		)	(10,983		)
Warranty provisions for products sold	2,375			4,329			7,464			10,536
Business acquisition	—			—			—			899
Currency translation adjustments and other	117			(100		)	39			(118		)
Accrued product warranties, end of period	$	20,932		$	18,917		$	20,932		$	18,917
Current accrued product warranties, end of period							$	16,786		$	14,371
Long-term accrued product warranties, end of period							$	4,146		$	4,546

The Company generally provides a twelve to twenty-four-month warranty on its products. A provision for the estimated future costs of warranty, based upon historical cost and product performance experience, is recorded when revenue is recognized. Long-term accrued product warranties are included in other long-term liabilities on the Consolidated Balance Sheets.

Note 15. Contingencies

Matters Involving the United States Department of State and Department of Commerce

On April 24, 2018, the Company 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 from certain Company 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 Regulation (“ITAR”). The Consent Agreement has a four-year term and provides for: (i) a civil penalty of $30.0 million with $15.0 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 the Company’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. During the three-month period ended March 31, 2018, the Company recorded a $15.0 million charge for the portion of the penalty that is not subject to suspension. In April 2018, 2019, ~~and~~ 2020, and 2021 the Company paid $1.0 million, $3.5 million, $3.5 million and $3.5 million, respectively, of the $15.0 million charge. ~~and~~As as of ~~September~~March 3031, ~~2020~~2021, ~~the~~$7.0 ~~remaining~~million ~~amounts payable~~ of ~~$3.5~~penalties ~~million~~were ~~and~~recorded with $3.5 million ~~have been recorded~~ in other current liabilities and ~~other long-term liabilities, respectively. The remaining~~ $73.05 million ~~is payable~~ in ~~annual~~other ~~installments~~long-term ~~of $3~~liabilities.5 ~~million through April 2022.~~ The Company's investments in remedial compliance measures to date have been sufficient to cover the $15.0 million suspension amount. As part of the Consent Agreement, DDTC acknowledged that the Company voluntarily disclosed certain of the alleged Arms Export Control Act and ITAR violations, which were resolved pursuant to the Consent Agreement, cooperated in the DDTC's review, and instituted several compliance program improvements.

AsIn ~~part~~May of2017, the ~~Consent~~Company ~~Agreement,~~submitted an initial notification to DDTC ~~acknowledged~~regarding ~~that~~potential violations related to certain export classifications obtained through the commodity jurisdiction process and a final voluntary disclosure in August 2017. The Company ~~voluntarily~~also ~~disclosed~~submitted ~~certain~~a ofvoluntary self-disclosure regarding the ~~alleged~~same ~~Arms~~matter ~~Export~~with ~~Control~~the ~~Act~~United States Department of Commerce Bureau of Industry and ~~ITAR~~Security ~~violations~~("BIS"). This matter remains under review by DDTC, ~~which~~BIS ~~were~~and ~~resolved~~the ~~pursuant~~Department toof Justice ("DOJ"). DDTC and BIS both acknowledged the ~~Consent~~submissions, ~~Agreement~~and the Company executed tolling agreements for this matter with each of DDTC, ~~cooperated~~BIS inand ~~the~~DOJ. The DDTC's ~~review~~tolling agreement has lapsed, and ~~instituted~~the BIS and DOJ tolling agreements have been extended to May 3, 2021 and July 15, 2021, respectively. On April 29, 2021, the Company executed a ~~number~~settlement agreement with BIS that resulted in a civil penalty of approximately $0.3 million and an obligation of the Company to conduct two internal audits of its export controls compliance program. ~~improvements~~The DOJ matter remains ongoing.

In May 2017, the Company submitted an initial notification to DDTC regarding potential violations related to certain export classifications obtained through the commodity jurisdiction process and a final voluntary disclosure in August 2017. The Company also submitted a voluntary self-disclosure regarding the same matter with the United States Department of Commerce Bureau of Industry and Security ("BIS"). This matter remains under review by DDTC, BIS and the Department of Justice ("DOJ"). DDTC and BIS both acknowledged the submissions, and the Company executed tolling agreements for this matter with each of DDTC, BIS and DOJ. The DDTC tolling agreement has lapsed, and the BIS and DOJ tolling agreements have been extended to December 1, 2020 and December 15, 2020, respectively; FLIR is in discussion with DOJ on resolving the matter.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 15. Contingencies - (Continued)

Matters Involving the United States Department of State and Department of Commerce - (Continued)

In June 2017, BIS informed the Company of additional export licensing requirements that restrict the Company’s ability to sell certain thermal products without a license to customers in China not identified on a list maintained by the United States Department of Commerce. This action was precipitated by concerns of sale without a license or potential diversion of some of the Company's products to prohibited end users and to countries subject to economic and other sanctions implemented by the United States. BIS subsequently favorably modified these restrictions to reduce the applicability of the restrictions to sales of FLIR's Tau camera cores (as opposed to finished products containing Tau camera cores) to customers in China not identified on a list maintained by the United States Department of Commerce and persons in a country other than those in the Export Administration Regulations ("EAR") Country Group A:5 (Supplement No. 1 to Part 740 of the EAR). If the Company is found to have violated applicable rules and regulations with respect to customers and limitations on the export and end use of the Company’s products, the Company could be subject to substantial fines and penalties, suspension of existing licenses or other authorizations and/or loss or suspension of export privileges.

At this time, based on available information regarding these proceedings, the Company is unable to reasonably estimate the time it may take to resolve these matters or the amount or range of potential loss, penalty or other government action, if any, that may be incurred in connection with these matters. 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.

SkyWatch Product Quality Matters

In March 2016, the Company learned of potential quality concerns with respect to as many as 315 Level III and Level IV SkyWatch Surveillance Towers sold by FLIR and companies acquired by FLIR from 2002 through 2014. The Company notified customers who purchased the affected SkyWatch Towers of the potential concerns and, as a precautionary measure, also temporarily suspended production of all Level III and Level IV SkyWatch Towers pending the completion of its review and the implementation of any necessary remedial measures. The Company identified the cause of these quality issues, notified customers of their option to request repair and modification of their in-field units, and has begun in-field repairs of identified affected units.

While there still remains uncertainty related to estimating the costs associated with a potential remedy and number of units which may require such remedy, the Company currently estimates the range of potential loss on remaining units to be between $2.7 million and $9.1 million. As no single amount within the range is a better estimate than any other amount within the range, the Company has recorded an accrual of $2.7 million in other current liabilities as of September 30, 2020. Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly from this estimate.

Shareholder Derivative Lawsuit

In June 2020, a shareholder filed a derivative lawsuit in the Court of Chancery for the State of Delaware, Case No. 2020-0464, against the Company, as a nominal defendant, and certain current and former directors of the Company. Pointing to the Company’s 2015 settlement with the United States Securities and Exchange Commission of alleged United States Foreign Corrupt Practices Act violations and 2018 settlement with United States Department of State of alleged export control violations, the complaint alleges that the Company’s directors breached their fiduciary duties by failing to ensure that the Company had internal controls in place that would have prevented the alleged underlying misconduct and these settlements. The complaint also asserts claims for, among other matters, corporate waste and unjust enrichment, and seeks unspecified monetary damages from the individual defendants, injunctive relief, disgorgement of director compensation, and attorneys’ fees and costs. Because the complaint is derivative in nature, it does not seek monetary damages from the Company. However, the Company may be required to advance, and ultimately be responsible for, the legal fees and costs incurred by the individual defendants. The Company filed a motion to dismiss in the third quarter of 2020, and oral arguments are scheduled for the first quarter of 2021.

~~Other Matters~~14

The Company is also subject to other legal and administrative proceedings, investigations, claims and litigation arising in the ordinary course of business not specifically identified above. In these identified matters and others not specifically identified, the Company records a liability with respect to a matter when management believes it is both probable that a liability has been incurred and the Company can reasonably estimate the amount of the loss. The Company believes it has recorded adequate provisions for any probable and estimable losses for matters in existence on the date hereof. The Company reviews these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 15. Contingencies - (Continued)

~~Other~~Shareholder ~~Matters~~Derivative Lawsuit - (Continued)

Pointing to the Company’s 2015 settlement with the United States Securities and Exchange Commission of alleged United States Foreign Corrupt Practices Act violations and 2018 settlement with United States Department of State of alleged export control violations, the complaint alleges that the Company’s directors breached their fiduciary duties by failing to ensure that the Company had internal controls in place that would have prevented the alleged underlying misconduct and these settlements. The complaint also asserts claims for, among other matters, corporate waste and unjust enrichment, and seeks unspecified monetary damages from the individual defendants, injunctive relief, disgorgement of director compensation, and attorneys’ fees and costs. Because the complaint is derivative in nature, it does not seek monetary damages from the Company. However, the Company may be required to advance, and ultimately be responsible for, the legal fees and costs incurred by the individual defendants. The Company filed a motion to dismiss in the third quarter of 2020. Following the announcement on January 4, 2021 of the acquisition of the Company by Teledyne Technologies Incorporated, a Delaware corporation (“Teledyne”), the parties stipulated to stay the action pending the close of the transaction, termination of the transaction, or through June 30, 2021, whichever occurs first.

Merger-Related Litigation

In connection with the Company’s pending acquisition by Teledyne, six lawsuits have been filed against the Company and the board of directors of the Company (“Board of Directors”) in federal court: Baird v. FLIR Systems Inc., et al.; Johnson v. FLIR Systems, Inc., et al.; Hayman v. FLIR Systems, Inc., et al.; Keller v. FLIR Systems, Inc., et al.; Coffman v. FLIR Systems et al.; and Sheridan v. FLIR Systems, Inc. et al. The Johnson action also names Teledyne and certain of its subsidiaries as defendants. Each of the aforementioned complaints assert claims for violations of Securities Exchange Act Section 14(a) and Rule 14a-9 based on allegations that the Registration Statement on Form S-4 filed by Teledyne with the SEC omits material facts and/or includes materially incomplete and misleading information. The lawsuits also assert control person claims under Securities Exchange Act Section 20(a) against the Board of Directors and, in the case of the Johnson action, against Teledyne’s board of directors. The plaintiffs in the individual complaints agreed that supplemental disclosures included in Amendment No. 1 to the Form S-4 mooted their disclosure-related claims and voluntarily dismissed their complaints, and in April 2021, the Company agreed to pay a mootness fee to plaintiffs’ counsel totaling approximately $0.4 million.

Other Matters

While the outcome of each of these matters cannot be predicted with certainty, the Company believes the probability is remote that the outcome of each of these matters will individually have a material adverse effect on the Company’s financial position, results of operations or cash flows. The costs to resolve all such matters may in the aggregate have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Note 16. Income Taxes

The provision for income taxes was as follows (in thousands, except percentages):

	Three Months Ended September 30,							Nine Months Ended September 30,
			Three Months Ended
	2020				2019			2020			2019
			March 31,
Income tax provision	$	19,258			$	5,079		$	47,669		$	30,093
			2021					2020
Effective tax rate	24.1		%		7.6		%	25.8		%	15.0		%
Income tax provision			$	11,203				$	7,774
Effective tax rate			22.4		%			33.5		%

The effective tax rate for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 is higher than the United States Federal tax rate of 21.0 percent mainly due to ~~the~~an ~~tax~~increase ~~effects~~in ofunrecognized ~~intercompany~~tax ~~transfers,~~benefits ~~non-recognition~~related ofto ~~the~~positions ~~tax~~taken ~~benefit~~on ofprior ~~current~~ year ~~operating~~tax ~~losses of a foreign subsidiary~~returns, anhigher ~~increase in unrecognized~~ tax ~~benefits~~rates ~~related~~applied to ~~positions~~income ~~taken~~earned orin ~~expected~~certain toforeign bejurisdictions, ~~taken~~United onStates ~~prior~~tax ~~and~~applied ~~current~~to ~~year~~global ~~tax~~intangible ~~returns~~income, and state taxes. These amounts were offset partially by benefits related to United States export sales, excess tax benefits from stock compensation, and research credits. As of March 31, 2021 and ~~lower~~December ~~global~~31, ~~intangible~~2020, respectively, the Company has accrued income ~~subject~~tax liabilities of $37.1 million related to ~~United~~the ~~States~~transition tax enacted on December 22, 2017 as part of the Tax Cuts and Jobs Act.

As of September 30, 2020 and December 31, 2019, the Company has accrued income tax liabilities of $37.1 million related to the transition tax enacted on December 22, 2017 as part of the Tax Cuts and Jobs Act. Of the amounts accrued, $2.7 million is expected to be due within one year. The remaining transition tax will not accrue interest and will be paid in annual installments beginning in 2021 through 2024.15

The Company has not provided United States, state or foreign income taxes for earnings generated after January 1, 2018 by certain subsidiaries outside the United States as management currently intends to reinvest the earnings in operations and other activities outside of the United States indefinitely. Should the Company subsequently elect to repatriate such foreign earnings, the Company would need to accrue and pay state and foreign income taxes, thereby reducing the amount of our cash. United States taxes would generally not be payable due to changes made by the Tax Cuts and Jobs Act.

As of September 30, 2020, the Company had approximately $35.7 million of unrecognized tax benefits, of which $34.4 million would affect the Company’s effective tax rate if recognized. The Company anticipates approximately $10.1 million of the net unrecognized tax benefits will be recognized within 12 months as a result of settlements or effective settlements with various tax authorities, the closure of certain audits and the lapse of the applicable statute of limitations.

The Company classifies interest and penalties related to unrecognized tax benefits in the income tax provision. As of September 30, 2020, the Company had $5.3 million of accrued interest and penalties related to unrecognized tax benefits that are recorded as current and non-current accrued income taxes on the Consolidated Balance Sheets.

During the fourth quarter of 2018, the Swedish Tax Authority (“STA”) issued a reassessment of tax for the year ending December 31, 2012 to one of the Company's non-operating subsidiaries in Sweden. 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 $334.2 million (Swedish kronor 3.0 billion). On March 26, 2020, the Company received an adverse judgment from the First Instance Court of Sweden (the “Court”) regarding the STA's reassessment. The Company does not agree with the Court’s ruling, continues to believe the STA's arguments in the reassessment are not in accordance with Swedish tax regulations or the treaty for the avoidance of double taxation between Sweden and Belgium, and has appealed the decision to the Administrative Court of Appeal in Stockholm. Consequently, no adjustment to the Company's unrecognized tax benefits has been recorded in relation to this matter. The Company has received a respite from paying the reassessment until after a decision by the Administrative Court of Appeal by putting in place a bank guarantee to secure possible future payment of the tax and interest. There can be no assurance that the Company’s appeal will be successful.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 16. Income Taxes - (Continued)

~~During~~Of the ~~third~~amounts ~~quarter~~accrued, of$2.7 ~~2019,~~million ~~the~~is ~~European~~expected ~~Commission~~to ~~announced~~be ~~the~~due ~~opening~~within ofone ayear. ~~separate~~The ~~review~~remaining totransition ~~assess~~tax ~~whether~~will annot ~~excess~~accrue ~~profit~~interest ~~tax~~and ~~ruling~~will ~~granted~~be bypaid ~~Belgium~~in toannual ~~one~~installments ofbeginning ~~the~~in 2021 through 2024. The Company's ~~international~~has not provided United States, state or foreign income taxes for earnings generated after January 1, 2018 by certain subsidiaries isoutside the United States as management currently intends to reinvest the earnings in ~~breach~~operations ofand ~~European~~other ~~Union~~activities ~~state~~outside ~~aid~~of ~~rules~~the United States indefinitely. ~~The~~Should the Company ~~believes~~subsequently ~~all~~elect ~~taxes~~to ~~assessed~~repatriate bysuch ~~Belgium~~foreign ~~have~~earnings, ~~been~~the ~~paid~~Company would need to accrue and ~~has~~pay ~~not~~state ~~adjusted~~and ~~unrecognized~~foreign ~~tax~~income ~~benefits~~taxes, inthereby ~~relation~~reducing the amount of our cash. United States taxes would generally not be payable due to ~~this~~changes ~~matter~~made by the Tax Cuts and Jobs Act.

~~Management~~As ~~believes~~of ~~that~~March 31, 2021, the Company' had approximately $26.2 million of unrecognized tax benefits, of which $24.9 million would affect the Company’s ~~recorded~~effective tax ~~liabilities~~rate ~~are~~if ~~adequate~~recognized. inThe Company anticipates approximately $3.1 million of the ~~aggregate~~net ~~for~~unrecognized ~~its~~tax benefits will be recognized within 12 months as a result of settlements or effective settlements with various tax authorities, the closure of certain audits and the lapse of the applicable statute of limitations. The Company classifies interest and penalties related to unrecognized tax benefits in the income tax ~~exposures~~provision. As of March 31, 2021, the Company had $2.8 million of accrued interest and penalties related to unrecognized tax benefits that are recorded as current and non-current accrued income taxes on the Consolidated Balance Sheets.

OnDuring ~~March~~the 27fourth quarter of 2018, ~~2020~~the Swedish Tax Authority (“STA”) issued a reassessment of tax for the year ending December 31, 2012 to one of the ~~President~~Company's ~~signed~~non-operating subsidiaries in Sweden. The reassessment concerns the ~~Coronavirus~~use ~~Aid~~of tax credits applied against capital gains pursuant to European Union Council Directive 2009/133/EC, ~~Relief~~commonly referred to as the EU Merger Directive, and ~~Economic~~assesses ~~Security~~taxes ~~Act~~and penalties totaling approximately $342.9 million (~~the~~Swedish ~~"CARES~~kronor ~~Act"~~3.0 billion). On March 26, 2020, the ~~bipartisan~~Company ~~$2.0~~received ~~trillion~~an ~~economic~~adverse ~~relief~~judgment ~~package aimed~~from atthe ~~helping~~First ~~American~~Instance ~~workers~~Court ~~and~~of ~~businesses~~Sweden ~~impacted~~(the by“Court”) regarding the ~~coronavirus~~STA's ~~pandemic~~reassessment. ~~Through~~The ~~September~~Company 30does not agree with the Court’s ruling, ~~2020~~continues to believe the ~~CARES~~STA's ~~Act~~arguments ~~has~~in the reassessment are not ~~materially~~in ~~affected~~accordance with Swedish tax regulations or the treaty for the avoidance of double taxation between Sweden and Belgium, and has appealed the decision to the Administrative Court of Appeal in Stockholm. Consequently, no adjustment to the Company's ~~income~~unrecognized tax ~~provision~~benefits orhas ~~deferred~~been ~~tax~~recorded ~~assets~~in orrelation ~~liabilities~~to this matter. The Company ~~will~~has ~~continue~~received toa ~~monitor~~respite from paying the ~~effect~~reassessment ofuntil after a decision by the ~~CARES~~Administrative ~~Act~~Court ~~and~~of ~~ongoing~~Appeal ~~government~~by ~~guidance~~putting ~~related~~in place a bank guarantee to ~~COVID-19~~secure possible future payment of the tax and interest. There can be no assurance that ~~may~~the Company’s appeal will be ~~issued~~successful.

During the third quarter of 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 the Company's international subsidiaries is in breach of European Union state aid rules. The Company believes all taxes assessed by Belgium have been paid and has not adjusted unrecognized tax benefits in relation to this matter. Management believes that the Company's recorded tax liabilities are adequate in the aggregate for its income tax exposures.

On March 27, 2020, the President signed the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the bipartisan $2.0 trillion economic relief package aimed at helping American workers and businesses impacted by the COVID-19 pandemic. Through March 31, 2021 the CARES Act has not materially affected our income tax provision or deferred tax assets or liabilities. We will continue to monitor the effect of the CARES Act and ongoing government guidance related to COVID-19 that may be issued.

The Company currently has the following tax years open to examination by major taxing jurisdictions:

	~~Tax Years:~~	Tax Years:
United States Federal	~~2016-2018~~	2017	-	2019
State of California	~~2015-2018~~	2015	-	2019
State of Massachusetts	~~2015-2018~~	2016	-	2019
State of Oregon	~~2016-2018~~	2017	-	2019
Sweden	~~2012-2018~~	2012	-	2019
United Kingdom	~~2015-2018~~	2016	-	2019
Belgium	~~2012-2018~~	2012	-	2019

Note 17. Operating Segments and Related Information

Operating Segments

The Company’s chief operating decision maker ("CODM"), its Chief Executive Officer, evaluates each of its segments’ performance and allocates resources based on revenue and segment operating income. Intersegment revenues are recorded at cost and are eliminated in consolidation. The Company and each of its segments employ consistent accounting policies. In the first quarter of 2020, the Company completed a business reorganization as part of its "Project Be Ready" restructuring plan which resulted in identification of two reportable segments (Industrial Technologies and Defense Technologies). The Company commenced operating and reporting under the new organization structure effective January 1, 2020. See Note 19, “Restructuring” for further information on Project Be Ready.

Industrial Technologies Segment. The Industrial Technologies segment develops and manufactures thermal and visible-spectrum imaging camera cores and components that are utilized by third parties to create thermal, industrial, and other types of imaging systems. The segment also develops, manufactures, and services offerings that image, measure, and analyze thermal energy, gases, and other environmental elements for industrial, commercial, and scientific applications, imaging payloads for Unmanned Aerial Systems ("UAS"), and machine vision cameras. Additionally, the segment develops, manufactures, and services fixed-mounted visible and thermal imaging cameras and related analytics software for perimeter security, critical infrastructure, recreational and commercial maritime, and traffic monitoring and control. Offerings include thermal imaging cameras, analytics software, gas detection cameras, firefighting cameras, process automation cameras, environmental test and measurement devices, security cameras, marine electronics, and traffic cameras.16

Defense Technologies Segment. The Defense Technologies segment develops and manufactures enhanced imaging and recognition solutions for a wide variety of military, law enforcement, public safety, and other government customers around the world for the protection of borders, troops, and public welfare. The segment also develops and manufactures sensor instruments and integrated platform solutions for the detection, identification, and suppression of chemical, biological, radiological, nuclear, and explosives ("CBRNE") threats for military force protection, homeland security, and commercial applications. Offerings include airborne, land, maritime, and man-portable multi-spectrum imaging systems, radars, lasers, imaging components, integrated multi-sensor system platforms, CBRNE detectors, nano-class UAS solutions, and services related to these systems. The segment also produces advanced multi-mission unmanned air and ground based systems serving US Department of Defense and Federal government agencies, public safety, and governmental customers in international markets.

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 17. Operating Segments and Related Information - (Continued)

Operating Segments - (Continued)

The Company has two reportable segments as follows:

The following tables present revenue, segment operating income, and segment assets for the two segments. Segment operating income as reviewed by the CODM is revenue less cost of goods sold and operating expenses, excluding general corporate expenses, separation, transaction, and integration costs, amortization of acquired intangible assets, restructuring expenses and asset impairment charges, and discrete legal and compliance matters. Net accounts receivable, inventories and demonstration assets for the operating segments are regularly reviewed by management and are reported below as segment assets. All remaining assets, liabilities, capital expenditures, and depreciation are managed on a Company-wide basis.

Segment operating income information is as follows (in thousands):

	Three Months Ended September 30,							Nine Months Ended September 30,
			Three Months Ended
	2020				2019			2020			2019
			March 31,
Revenue—External Customers:
			2021					2020
Industrial Technologies	$	281,119			$	257,900		$	857,732		$	813,775
Revenue—External Customers:
Defense Technologies	185,295				213,348			541,620			584,207
Industrial Technologies			$	274,864				$	276,415
	$	466,414			$	471,248		$	1,399,352		$	1,397,982
Defense Technologies			192,449					174,508
Revenue—Intersegments:
			$	467,313				$	450,923
Industrial Technologies	$	3,639			$	3,759		$	10,269		$	12,221
Revenue—Intersegments:
Defense Technologies	2,289				959			5,562			3,906
Industrial Technologies			$	3,378				$	2,702
Eliminations	(5,928		)		(4,718		)	(15,831		)	(16,127		)
Defense Technologies			1,230					1,834
	$	—			$	—		$	—		$	—
Eliminations			(4,608)					(4,536)
Segment operating income:
			$	—				$	—
Industrial Technologies	$	87,743			$	63,713		$	259,145		$	204,365
Segment operating income:
Defense Technologies	38,811				53,809			113,120			146,485
Industrial Technologies			$	76,906				$	64,265
	$	126,554			$	117,522		$	372,265		$	350,850
Defense Technologies			25,376					33,154
			$	102,282				$	97,419

A reconciliation of the Company's consolidated segment operating income to consolidated earnings before income taxes is as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Consolidated segment operating income	$	126,554		$	117,522		$	372,265		$	350,850
Unallocated corporate expenses	(27,812		)	(25,491		)	(93,082		)	(83,416		)
Amortization of purchased intangible assets	(11,872		)	(15,477		)	(35,522		)	(42,451		)
Restructuring expenses	(293		)	(2,166		)	(28,779		)	(5,776		)
Consolidated earnings from operations	86,577			74,388			214,882			219,207
Loss on debt extinguishment	(9,126		)	—			(9,126		)	—
Interest and non-operating income (expense)	2,470			(7,262		)	(20,743		)	(19,201		)
Consolidated earnings before income taxes	$	79,921		$	67,126		$	185,013		$	200,006

Unallocated corporate expenses include general corporate expenses, separation, transaction, and integration costs, amortization of acquired intangible assets, restructuring expenses and asset impairment charges, and discrete legal and compliance matters.

A reconciliation of the Company's consolidated segment operating assets to consolidated total assets is as follows (in thousands):

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 17. Operating Segments and Related Information - (Continued)

	September 30,				December 31,
			Three Months Ended
	2020				2019
			March 31,
Operating segment assets:
			2021				2020
Net accounts receivable, inventories and demonstration assets:
Consolidated segment operating income			$	102,282			$	97,419
Industrial Technologies	$	420,319			$	405,166
Unallocated corporate expenses			(37,274)				(36,244)
Defense Technologies	395,752				332,639
Amortization of purchased intangible assets			(11,924)				(11,896)
	$	816,071			$	737,805
Restructuring expenses			(622)				(20,784)
Goodwill:
Consolidated earnings from operations			52,462				28,495
Industrial Technologies	640,165				635,899
Interest and non-operating expense			(2,452)				(5,297)
Defense Technologies	710,482				728,697
Consolidated earnings before income taxes			$	50,010			$	23,198
	$	1,350,647			$	1,364,596
Total operating segment assets	$	2,166,718			$	2,102,401
Assets not allocated:
Cash and cash equivalents	$	319,995			$	284,592
Prepaid expenses and other current assets	92,620				86,337
Property and equipment, net	255,457				255,905
Deferred income taxes	37,902				39,983
Intangible assets, net	211,206				247,514
Other assets	129,014				120,809
Total assets	$	3,212,912			$	3,137,541

A reconciliation of the Company's consolidated segment operating assets to consolidated total assets is as follows (in thousands):


	March 31,		December 31,
	2021		2020
Operating segment assets:
Net accounts receivable, inventories and demonstration assets:
Industrial Technologies	$	425,274	$	419,323
Defense Technologies	454,023		436,595
	$	879,297	$	855,918
Goodwill:
Industrial Technologies	644,666		651,439
Defense Technologies	742,181		742,925
	$	1,386,847	$	1,394,364
Total operating segment assets	$	2,266,144	$	2,250,282

Assets not allocated:
Cash and cash equivalents	$	277,303	$	297,795

Prepaid expenses and other current assets	66,609		74,526
Property and equipment, net	269,269		267,682
Deferred income taxes	35,610		36,210
Intangible assets, net	197,632		209,636

Other assets	116,235		116,217
Total assets	$	3,228,802	$	3,252,348

Revenue and Long-Lived Assets by Geographic Area

Information related to revenue by significant geographical location, determined by the end customer, is as follows (in thousands):

	Three Months Ended September 30, 2020								Nine Months Ended September 30, 2020
			Three Months Ended March 31, 2021
	~~Industrial Technologies~~		Industrial Technologies		~~Defense Technologies~~		~~Total~~Defense Technologies		~~Industrial Technologies~~		Total		~~Defense Technologies~~		~~Total~~
United States	$	~~127,594~~	$	120,678	$	~~134,518~~	$	~~262~~135,~~112~~105	$	~~362,232~~	$	255,783	$	~~362,165~~	$	~~724,397~~
Europe	~~73,031~~		82,194		~~24,312~~		$22,549	~~97,343~~	~~216,197~~		$	104,743	~~69,733~~		$	~~285,930~~
Asia	~~53,991~~		41,422		~~11,214~~		$12,571	~~65,205~~	~~188,329~~		$	53,993	~~39,292~~		$	~~227,621~~
Middle East/Africa	~~9,072~~		14,747		~~10,135~~		$18,565	~~19,207~~	~~41,887~~		$	33,312	~~60,357~~		$	~~102,244~~
Canada/Latin America	~~17,431~~		15,823		~~5,116~~		$3,659	~~22,547~~	~~49,087~~		$	19,482	~~10,073~~		$	~~59,160~~
	$	~~281,119~~	$	274,864	$	~~185,295~~	$	~~466~~192,~~414~~449	$	~~857,732~~	$	467,313	$	~~541,620~~	$	~~1,399,352~~

	Three Months Ended September 30, 2019						Nine Months Ended September 30, 2019
	Industrial Technologies		Defense Technologies		Total		Industrial Technologies		Defense Technologies		Total
United States	$	123,495	$	146,421	$	269,916	$	391,574	$	389,940	$	781,514
Europe	61,695		24,537		86,232		209,998		76,133		286,131
Asia	50,736		16,080		66,816		145,750		51,014		196,764
Middle East/Africa	7,395		24,571		31,966		23,046		60,793		83,839
Canada/Latin America	14,579		1,739		16,318		43,407		6,327		49,734
	$	257,900	$	213,348	$	471,248	$	813,775	$	584,207	$	1,397,982

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 17. Operating Segments and Related Information - (Continued)

Revenue and Long-Lived Assets by Geographic Area - (Continued)


	Three Months Ended March 31, 2020
	Industrial Technologies		Defense Technologies		Total
United States	$	103,337	$	115,947	$	219,284
Europe	65,335		19,476		84,811
Asia	73,387		11,864		85,251
Middle East/Africa	18,027		25,128		43,155
Canada/Latin America	16,329		2,093		18,422
	$	276,415	$	174,508	$	450,923

Long-lived assets consist of net property and equipment, net identifiable intangible assets, goodwill and other long-term assets. Long-lived assets by significant geographic locations are as follows (in thousands):

	September 30,				December 31,
			March 31,				December 31,
	2020				2019
			2021				2020
United States	$	~~1,125,851~~	$	1,139,267	$	~~1,137,375~~	$	1,144,758
Europe	~~415,105~~		426,619		~~435,024~~		440,549
Other foreign	~~405,368~~		404,097		~~416,425~~		402,592
	$	~~1,946,324~~	$	1,969,983	$	~~1,988,824~~	$	1,987,899

Major Customers

Revenue derived from major customers is as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
			Three Months Ended
	2020				2019		2020		2019
			March 31,
United States government	$	155,437			$	165,682	$	417,632	$	459,336
			2021				2020
United States government			$	156,719			$	132,149

Note 18. Business Acquisitions and Combinations

Endeavor Robotics Holdings, Inc. On March 4, 2019, the Company acquired 100% of the outstanding stock of Endeavor Robotics Holdings, Inc. ("Endeavor"), a privately held developer of tactical unmanned ground vehicles for the global military, public safety, and critical infrastructure markets for approximately $385.9 million in cash. The acquisition enhances the Company’s offerings in unmanned ground systems and expands distribution channels in adjacent markets. During the first quarter of 2020, the Company completed the tax assessment for the short–period return that resulted in a goodwill adjustment of $12.6 million. Accordingly, the Company finalized the purchase price allocation and recorded $102.7 million of identified intangible assets and $271.4 million of goodwill in the Defense Technologies segment.

On March 4, 2019, the Company acquired 100% of the outstanding stock of Endeavor Robotics Holdings, Inc. ("Endeavor"), a privately held developer of tactical unmanned ground vehicles for the global military, public safety, and critical infrastructure markets for approximately $385.9 million in cash. The ~~final~~acquisition ~~allocation~~enhances the Company’s offerings in unmanned ground systems and expands distribution channels in adjacent markets. During the first quarter of 2020, the Company completed the tax assessment for the short–period return that resulted in a goodwill adjustment of $12.6 million. Accordingly, the Company finalized the purchase price ~~for~~allocation ~~Endeavor~~and isrecorded as$102.7 ~~follows~~million (of identified intangible assets and $271.4 million of goodwill in ~~thousands):~~the Defense Technologies segment.

Cash acquired	$	6,687
Other tangible assets and liabilities	14,915
Net deferred taxes	(9,776		)
Identified intangible assets	102,740
Goodwill	271,365
Total purchase price	$	385,931

Altavian, Inc.

~~The~~On ~~goodwill~~December of2, ~~$271.4~~2020, ~~million~~the ~~represents~~Company ~~intellectual~~acquired ~~capital~~100% ~~and~~of the ~~acquired~~outstanding ~~assembled~~stock ~~workforce~~of Altavian, ~~none~~a privately held manufacturer of ~~which~~small ~~qualify~~unmanned ~~for~~aerial ~~recognition~~systems as(sUAS) afor ~~separate~~defense ~~intangible~~and ~~asset. All~~public ofsafety ~~the~~customers. ~~goodwill~~The ~~presented~~transaction ~~above~~consideration isof ~~not~~$34.1 ~~expected~~million toincluded bea ~~deductible~~cash ~~for~~payment ~~tax~~of ~~purposes~~$26. ~~The~~8 million and Company’s ~~identified~~common stock valued at $~~102.~~7.3 million. ofIn ~~intangible~~addition ~~assets~~to the above transaction consideration, $2.5 ~~The~~million ~~following~~in ~~table~~Company ~~summarizes~~shares ~~the~~will ~~acquired~~be ~~intangible~~payable ~~assets~~as ~~and~~share-based ~~their~~compensation ~~estimated~~over ~~fair~~a ~~values~~three-year period. The acquisition advances the Company's strategic pillars and ~~estimated~~expands ~~useful~~franchise ~~lives~~program (opportunities in ~~thousands~~defense, ~~except~~public ~~years):~~safety, and industrial markets.

	Estimated Useful Life	Amount
Developed technology	5.0 years	$	60,400
In-process research and development	9.0 years	28,000
Trademarks and trade name	4.5 years	9,990
Backlog	1.0 year	3,850
Customer contracts	1.0 year	500
		$	102,740

The Company recorded $6.1 million of identified intangible assets and $22.9 million of goodwill, in conjunction with the Altavian acquisition, in the Defense Technologies segment. Goodwill consists largely of the ability of the Company and Altavian, working together, to further expand the Company unmanned aerial systems product offering, which will allow the Company to offer customers a more comprehensive solution portfolio than any other American sUAS provider. None of the goodwill recognized is expected to be deductible for tax purposes.

2319

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 18. Business Acquisitions and Combinations - (Continued)

~~Acquisition-date identifiable intangible assets primarily consist of intangibles derived from developed technology~~Altavian, ~~in-process research and development, trademarks and backlog~~Inc. ~~Developed technology represents the economic advantage of having certain technologies in place that lower manufacturing and operating costs and drive higher margins. In~~-~~process~~ ~~research~~(Continued) and development consist of proprietary robot technology. Trademarks provide value to the marketing or promotion of an entity and its products or services. Backlog represents “pre-sold” business at the date of acquisition, which provides positive earning streams post acquisition that exceed what is required to provide a return on the other assets employed.

The ~~developed~~final ~~technology~~allocation ~~and~~of ~~in-process~~the ~~research~~purchase ~~and~~price ~~development~~related ~~were~~to ~~valued~~tax ~~using~~attributes remains open as the ~~income~~Company ~~approach~~anticipates ~~and~~finalizing ~~relief~~calculations ~~from~~for ~~royalty~~positions ~~method.~~to ~~The~~be ~~trade~~included ~~names~~on ~~and~~pre-closing ~~backlog~~tax ~~were~~returns ~~valued~~during ~~using~~the ansecond ~~income~~quarter ~~approach~~of ~~method~~2021.

New England Optical Systems, Inc. On May 1, 2019, the Company acquired 100% of the outstanding stock of New England Optical Systems, Inc., a privately-held engineering and manufacturing company engaged in the design and production of infrared optical assemblies. The ~~transaction~~preliminary ~~consideration~~allocation ~~included a $21.9 million cash payment with up to an additional $12.0 million in deferred compensation payable over a two-year period. During the first quarter~~ of ~~2020,~~ the ~~Company finalized the~~ purchase price ~~allocation~~was ~~and concluded that there were no changes to the previously recorded $6.4 million of identified intangible assets and $14.0 million of goodwill in the Industrial Technologies segment~~ as ~~presented~~follows (in Note 20, "Business Acquisitions and Divestitures" of the Notes to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019. All of the goodwill is expected to be deductible for tax purposes. thousands):


Cash acquired	$	157
Other tangible assets and liabilities	1,491
Net deferred taxes	3,526
Identified intangible assets	6,075
Goodwill	22,857
Total purchase price	$	34,106

The identifiable intangible assets and their preliminary estimated fair values and estimated useful lives were as follows (in thousands, except years):


	Estimated Useful Life	Amount
Developed technology	10.0 years	$	5,100
Internally developed software	5.0 years	800
Noncompete agreement	5.0 years	175
		$	6,075

The business acquisitions listed above are not significant as defined in Regulation S–X under the Securities Exchange Act of 1934, nor are they significant compared to the Company's overall results of operations. Consequently, no pro forma financial information is provided.

Acquisition by Teledyne

On January 4, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Teledyne, Firework Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Teledyne (“Merger Sub I”), and Firework Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Teledyne (“Merger Sub II”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Teledyne (the “First Merger”) and immediately thereafter, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the subsequent merger (the “Second Merger”, and, together with the First Merger, the “Mergers”).

Subject to the terms and conditions set forth in the Merger Agreement, upon completion of the Mergers, the Company stockholders will receive, in exchange for each share of our common stock held immediately prior to the Mergers, (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock. The Merger Agreement provides each of the Company and Teledyne with certain termination rights and, under certain circumstances, may require the Company or Teledyne to pay a termination fee.

The transaction is expected to close on May 14, 2021 subject to the receipt of approvals of Teledyne and the Company stockholders and other customary closing conditions.

Note 19. Restructuring

In the first quarter of 2020, the Company initiated a strategy-driven restructuring plan, Project Be Ready, to simplify the Company’s product portfolio and better align resources with higher growth opportunities while reducing costs. Project Be Ready includes an organizational realignment, targeted workforce reductions, and facility optimization initiatives. All previously approved ongoing restructuring activities that were in process as of January 1, 2020 were consolidated into Project Be Ready.

The Company expects to incur total costs of approximately $40.0 million to $55.0 million related to Project Be Ready, including approximately $20.0 million to $25.0 million of employee separation costs, approximately $5.0 million to $10.0 million of facility consolidation expenses, and approximately $15.0 million to $20.0 million of third party and other costs. The Company estimates that a majority of the cumulative pretax costs will be cash outlays related to employee separation, facility consolidation, and third-party expenses and that the costs will continue through 2021.

~~Restructuring expenses related to Project Be Ready, which are recorded in “Restructuring Expenses” on the Consolidated Statements of Income, were as follows (in thousands):~~20

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2019		2020		2019
Employee separation costs	$	(200	)	$	—	$	17,153	$	—
Lease consolidation expenses	—			—		204		—
Third party and other costs	493			—		11,422		—
Total Restructuring Program Expenses	$	293		$	—	$	28,779	$	—

The restructuring liability related to Project Be Ready was as follows (in thousands):

	Employee separation costs			Third party and other costs			Total
Balance at December 31, 2019	$	1,343		$	2,780		$	4,123
Accrual and accrual adjustments	17,151			11,628			28,779
Cash payments	(11,253		)	(14,121		)	(25,374		)
Balance at September 30, 2020	$	7,241		$	287		$	7,528

FLIR SYSTEMS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 19. Restructuring - (Continued)

~~During~~Restructuring ~~the~~expenses ~~three~~related ~~and~~to ~~nine~~Project ~~months~~Be ~~ended September 30~~Ready, ~~2019, the Company recognized a total of $2.2 million and $5.8 million, respectively, of expense in connection with other restructuring activities~~ which ~~have~~are ~~been~~ recorded in “Restructuring Expenses” on the Consolidated Statements of Income., were as follows (in thousands):


	Three Months Ended
	March 31,
	2021		2020
Employee separation costs	$	276	$	10,465
Lease consolidation expenses	—		204
Third party and other costs	346		10,115
Total Restructuring Program Expenses	$	622	$	20,784

The restructuring liability related to Project Be Ready for the three months ended March 31, 2021 was as follows (in thousands):


	Employee separation costs		Third party and other costs		Total
Balance at December 31, 2020	$	4,217	$	267	$	4,484
Accrual and accrual adjustments	276		346		622
Cash payments	(1,387)		(576)		(1,963)
Balance at March 31, 2021	$	3,106	$	37	$	3,143

Note 20. Subsequent Events

On ~~October 29~~April 28, ~~2020~~2021, the Company’s Board of Directors declared a quarterly dividend of $0.17 per share on ~~its~~the Company's common stock, payable on ~~December~~ June 4, ~~2020~~2021, to shareholders of record as of the close of business on ~~November 20~~May 21, ~~2020~~2021. The total cash payment of this dividend will be approximately $22.34 million. In the event that the Mergers with Teledyne close prior to May 21, 2021, the dividend will not be paid.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Acquisition by Teledyne

On January 4, 2021, Teledyne and the Company announced that the companies have entered into the Merger Agreement under which Teledyne will acquire FLIR in a cash and stock transaction valued at approximately $8.0 billion. Under the terms of the Merger Agreement, FLIR stockholders will receive $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implies a total purchase price of approximately $56.00 per FLIR share based on Teledyne’s 5-day volume weighted average price as of December 31, 2020. The transaction is expected to close on May 14, 2021 subject to the receipt of approvals of Teledyne and the Company stockholders and other customary closing conditions. We cannot guarantee that the Mergers contemplated by the Merger Agreement will be completed or that, if completed, it will be exactly on the terms as set forth in the Merger Agreement. Should the Mergers not be completed, the Company may receive or pay a breakup fee, as provided for in the Merger Agreement.

Impact of COVID-19

OnThe ~~January~~ongoing ~~30, 2020, the World Health Organization declared the coronavirus disease 2019 (“~~COVID-19”) ~~outbreak~~pandemic ashas acaused ~~global~~significant ~~health~~disruptions ~~emergency.~~to Onthe ~~March~~United ~~11,~~States ~~2020,~~and ~~the~~global ~~World~~economy ~~Health~~and ~~Organization~~has ~~raised~~contributed ~~the~~to ~~COVID-19~~significant ~~outbreak~~volatility toin ~~“pandemic”~~financial ~~status~~markets. ~~Early~~Transmission ~~on, the transmission~~ of COVID-19 and efforts to contain its spread 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. ~~More recently, state and local jurisdictions started to lift mandatory stay-at-home or shelter-in-place orders and started gradually to ease restrictions.~~ In addition, as cases have resurged in parts of the U.S., including areas in which we maintain large facilities, we have seen governments slow or reverse efforts to reopen or shift into later phases of recovery, with increased risks to our operations.

The health and safety of our employees across the globe remain our top priority during this crisis. We have enacted stringent safety protocols to protect our employees and ensure we continue to service our customers. We initiated a site entry restriction policy for external visitors to our facilities. We have also developed contingency plans for staggered work schedules designed to reduce the number of employees working at a given time. We are regularly deep cleaning our facilities, advising all employees to follow safe hygiene practices, and requiring employees to stay home if they have any of the known symptoms or have come into contact with people who have tested positive for COVID-19. We have also implemented a global employee travel ban and allowed employees to work remotely if they are able to do so.21

InThe ~~aggregate,~~health ~~the~~and ~~outbreak~~safety ~~did~~of ~~not~~our ~~have~~employees aacross ~~material~~the ~~impact~~globe onremain our ~~consolidated~~top ~~financial~~priority ~~results~~during inthis ~~the~~crisis. ~~first~~We ~~nine~~have ~~months~~enacted ofstringent ~~2020.~~safety ~~While~~protocols ~~the~~to ~~Industrial~~protect ~~Technologies~~our ~~segment~~employees ~~has~~and ~~experienced~~ensure anwe ~~increase~~can incontinue ~~demand~~to ~~for~~service ~~its~~our ~~Elevated~~customers. ~~Skin~~We ~~Temperature~~initiated ~~(“EST”)~~a ~~cameras~~site ~~during~~entry ~~2020~~restriction aspolicy afor ~~result~~external ofvisitors ~~the~~to ~~COVID-19~~our ~~pandemic,~~facilities. ~~which~~We ~~are~~have ~~being~~also ~~deployed~~developed tocontingency ~~help~~plans ~~prevent~~for ~~the~~staggered ~~spread~~work ofschedules ~~the~~designed ~~virus,~~to ~~this~~reduce ~~increase~~the ~~has~~number ~~been~~of ~~partially~~employees ~~offset~~working byat ~~lower~~a ~~volume~~given intime. ~~certain~~We ~~commercial~~are ~~end~~regularly ~~markets.~~deep ~~The~~cleaning ~~Defense~~our ~~Technologies~~facilities, ~~segment~~advising ~~has~~all ~~experienced~~employees ~~administrative~~to ~~processing~~follow ~~delays~~safe ~~impacting~~hygiene ~~the~~practices, ~~timing~~and ofrequiring ~~bookings~~employees ~~and~~to ~~revenue.~~stay ~~These~~home ~~trends~~if ~~are~~they ~~likely~~have toany ~~affect~~of the ~~segment’s~~known ~~results~~symptoms inor ~~subsequent~~have ~~quarters,~~come ~~although~~into itcontact iswith ~~not~~people ~~yet~~who ~~possible~~have totested ~~estimate~~positive ~~the~~for ~~longer~~COVID-~~term~~19. ~~effects~~We ofhave ~~the~~also ~~pandemic~~implemented onglobal ~~demand~~employee ~~for~~travel ~~EST~~restrictions ~~screening~~and ~~technology~~allowed ~~and~~employees ~~other~~to ~~products~~work remotely if they are able to do so.

WeIn ~~continue~~aggregate, ~~to monitor~~ the ~~evolving~~outbreak ~~situation~~did ~~related~~not tohave ~~COVID-19.~~a ~~The~~material ~~extent~~impact toon ~~which COVID-19 impacts~~ our ~~operations~~consolidated or financial results ~~will~~for ~~further~~the ~~depend~~three-month onperiods ~~future~~ended ~~developments~~March 31, ~~which~~2021 ~~are highly uncertain~~ and ~~cannot~~2020. ~~be predicted~~However, ~~including~~during the ~~status~~three ofmonths ~~state~~ended ~~and~~March 31, ~~local~~2021, ~~government~~the ~~reopening~~Industrial ~~plans~~Technologies ~~and~~segment ~~any~~experienced ~~resurgence~~a ofreduced ~~illness~~demand ~~and~~for ~~the~~its ~~reimposition~~Elevated ofSkin ~~certain~~Temperature ~~restrictions~~(“EST”) ~~in connection therewith~~solutions, ~~additional~~which ~~actions~~were ~~taken~~being bydeployed ~~governments,~~to ~~businesses~~help ~~and~~prevent ~~individuals~~the tospread ~~contain~~of ~~the~~COVID-19, ~~virus~~when orcompared ~~address~~to ~~its~~the ~~impact,~~prior ~~new~~year ~~information~~quarter. ~~which~~The ~~may~~Defense ~~emerge~~Technologies ~~concerning~~segment ~~the~~experienced ~~severity~~an orincreased ~~treatability~~volume ofon ~~the~~several ~~virus,~~unmanned ~~and~~systems ~~the~~programs ~~extent~~during of the ~~economic~~three ~~downturn~~months ~~resulting~~ended ~~from~~March 31, ~~the~~2021 ~~response~~when compared to the ~~virus,~~prior ~~among~~year ~~others~~quarter.

We continue to monitor the evolving situation related to COVID-19. The extent to which COVID-19 impacts our operations or financial results will further depend on future developments, which are highly uncertain and cannot be predicted, including the status of state and local government reopening plans and any resurgence of illness and the reimposition of certain restrictions in connection therewith, 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 others.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of FLIR Systems, Inc. and its consolidated subsidiaries (“FLIR,” or the “Company,” “we,” “us,” or “our”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements, including management’s expectations regarding the Company’s ability to keep manufacturing facilities operational, the ability of the Company to rely on existing suppliers and vendors in its supply chain and management’s expectations to be able to mitigate future disruptions to the Company’s business operations are based on current expectations, estimates, and projections about FLIR’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors including, but not limited to, those discussed in “Risk Factors” section in Part II, Item 1A of this Report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, as well as the following:

• risks related to ~~United~~the ~~States~~pending ~~government~~acquisition ~~spending~~of ~~decisions~~FLIR by Teledyne, including parties’ ability to satisfy the conditions required to complete the transaction and, ~~applicable~~during ~~procurement~~the ~~rules~~pendency of the transaction, diversion of management and ~~regulations~~employees’ attention, retention and recruiting challenges, uncertainty in business relationships and restrictions on operations set forth in the definitive acquisition agreement;

•risks ~~negative~~related ~~impacts~~ to ~~operating~~United ~~margins~~States ~~due~~government tospending ~~reductions~~decisions inand ~~sales~~applicable orprocurement ~~changes~~rules inand ~~product mix~~regulations;

•negative ~~impairments~~impacts into ~~the~~operating ~~value~~margins ofdue ~~tangible~~to ~~and~~reductions ~~intangible~~in ~~assets~~sales or changes in product mix;

26•impairments in the value of tangible and intangible assets;

• unfavorable results of legal proceedings;

• risks associated with international sales and business activities, including the regulation of the export and sale of our products worldwide and our ability to obtain and maintain necessary export licenses, as well as the imposition of significant tariffs or other trade barriers;

• risks ~~related~~ to ~~subcontractor~~our ~~and~~supply ~~supplier~~chain, ~~performance~~production ~~and~~facilities ~~financial~~or ~~viability~~other asoperations, ~~well~~and aschanges ~~raw~~to ~~material~~general, domestic, and ~~component~~foreign ~~availability~~economic ~~and~~conditions, ~~pricing~~due to the COVID-19 pandemic;

• risks related to ~~currency~~subcontractor ~~fluctuations~~and supplier performance and financial viability as well as raw material and component availability and pricing;

•risks ~~adverse~~related ~~general~~to ~~economic~~currency ~~conditions or volatility in our primary markets~~fluctuations;

~~• our ability to compete effectively and to respond to technological change;~~22

•adverse ~~risks~~general ~~related~~economic toconditions ~~product~~or ~~defects~~volatility orin ~~errors~~our primary markets;

• our ability to ~~protect~~compete ~~our~~effectively ~~intellectual~~and ~~property~~to ~~and~~respond ~~proprietary~~to ~~rights~~technological change;

•risks ~~cybersecurity~~related ~~and~~to ~~other~~product ~~security~~defects ~~threats~~or ~~and technology disruptions~~errors;

• our ability to ~~successfully~~protect ~~manage~~our ~~acquisitions,~~intellectual ~~investments~~property and ~~divestiture~~proprietary ~~activities and integrate acquired companies~~rights;

•cybersecurity ~~our~~and ~~ability~~other tosecurity ~~achieve~~threats ~~the~~and ~~intended~~technology ~~benefits of our strategic restructuring~~disruptions;

• our ability to ~~attract~~successfully ~~and~~manage ~~retain~~acquisitions, ~~key~~investments ~~senior management~~ and ~~qualified~~divestiture ~~technical,~~activities ~~sales~~ and ~~other~~integrate ~~personnel~~acquired companies;

• ~~risks to~~ our ~~supply~~ability ~~chain, production facilities or other operations, and changes~~ to ~~general,~~achieve ~~domestic,~~the ~~and~~intended ~~foreign~~benefits ~~economic~~of ~~conditions,~~our ~~due to the COVID-19 pandemic~~strategic restructuring; ~~and~~

• ~~other~~ risks ~~discussed~~related ~~from time~~ to ~~time~~our insenior ~~filings~~unsecured ~~and~~notes ~~reports filed with the Securities~~ and ~~Exchange~~other ~~Commission.~~indebtedness;

•our ability to attract and retain key senior management and qualified technical, sales and other personnel;

•changes in our effective tax rate and the results of pending tax matters; and

•other risks discussed from time to time in filings and reports filed with the Securities and Exchange Commission (“SEC”).

COVID-19 may exacerbate one or more of the aforementioned and/or other risks, uncertainties and other factors more fully described in the Company’s reports filed with the SEC. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and except as required by law, the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes made to this document by wire services or internet service providers, whether as a result of new information, future events, or otherwise.

Consolidated Operating Results

The following discussion provides an overview of our operating results by addressing key elements in our Consolidated Statements of Income. The “Segment Operating Results” section that follows describes the contributions of each of our business segments to our consolidated revenue and earnings from operations. Given the nature of our business, we believe revenue and earnings from operations, or operating income (including operating margin percentage), are most relevant to an understanding of our performance at a segment level. Additionally, at the segment level we disclose backlog, which represents orders received for products or services for which a sales agreement is in place and no revenue has been recognized. Backlog is not an absolute indicator of future revenue because a portion of the orders in backlog could be delayed or canceled at the customer's discretion. Further, due to the COVID-19 pandemic, as described above within “Impact of COVID-19,” we are unsure how future results will compare to historic trends in the conversion of backlog to revenue.

The following table summarizes our consolidated operating results for the periods presented (in thousands, except percentages):


	Three Months Ended
	March 31,						Dollar		Percent
	2021			2020			Change		Change
Revenue	$	467,313		$	450,923		$	16,390	3.6	%
Cost of goods sold	258,115			231,555			26,560		11.5	%
Gross profit	209,198			219,368			(10,170)		(4.6)	%
Gross Margin	44.8		%	48.6		%
Research and development	52,246			53,847			(1,601)		(3.0)	%
Selling, general and administrative	103,868			116,242			(12,374)		(10.6)	%
Restructuring expenses	622			20,784			(20,162)		(97.0)	%
Earnings from operations	52,462			28,495			23,967		84.1	%
Interest expense	6,115			6,961			(846)		(12.2)	%
Interest income	(41)			(349)			308		(88.3)	%

Other income (loss), net	(3,622)			(1,315)			(2,307)		175.4	%
Earnings before income taxes	50,010			23,198			26,812		115.6	%
Income tax provision	11,203			7,774			3,429		44.1	%
Net earnings	$	38,807		$	15,424		$	23,383	151.6	%

	Three Months Ended											Nine Months Ended
	September 30,						Dollar			Percent		September 30,						Dollar			Percent
	2020			2019			Change			Change		2020			2019			Change			Change
Revenue	$	466,414		$	471,248		$	(4,834	)	(1.0	)%	$	1,399,352		$	1,397,982		$	1,370		0.1	%
Cost of goods sold	237,500			241,501			(4,001		)	(1.7	)%	698,870			700,966			(2,096		)	(0.3	)%
Gross profit	228,914			229,747			(833		)	(0.4	)%	700,482			697,016			3,466			0.5	%
Research and development	47,848			49,800			(1,952		)	(3.9	)%	157,707			150,437			7,270			4.8	%
Selling, general and administrative	94,196			103,393			(9,197		)	(8.9	)%	299,114			321,596			(22,482		)	(7.0	)%
Restructuring expenses	293			2,166			(1,873		)	(86.5	)%	28,779			5,776			23,003			398.3	%
Earnings from operations	86,577			74,388			12,189			16.4	%	214,882			219,207			(4,325		)	(2.0	)%
Interest expense	7,273			7,582			(309		)	(4.1	)%	21,196			20,370			826			4.1	%
Interest income	(55		)	(612		)	557			(91.0	)%	(531		)	(2,107		)	1,576			(74.8	)%
Loss on debt extinguishment	9,126			—			9,126			NM		9,126			—			9,126			NM
Other (income) expense, net	(9,688		)	292			(9,980		)	NM		78			938			(860		)	(91.7	)%
Earnings before income taxes	79,921			67,126			12,795			19.1	%	185,013			200,006			(14,993		)	(7.5	)%
Income tax provision	19,258			5,079			14,179			279.2	%	47,669			30,093			17,576			58.4	%
Net earnings	$	60,663		$	62,047		$	(1,384	)	(2.2	)%	$	137,344		$	169,913		$	(32,569	)	(19.2	)%
Gross Margin	49.1		%	48.8		%						50.1		%	49.9		%

NMRevenue. -The ~~Not~~increase ~~meaningful~~for the three months ended March 31, 2021 as compared to the prior year quarter was attributable to increased volume on several unmanned systems programs in Defense Technologies as well as increased demand in certain commercial end markets such as maritime products in Industrial Technologies. The increase was partially offset by shipment timing and the completion of certain contracts that contributed to revenue in the prior year quarter in Defense Technologies and reduced volume for EST solutions in Industrial Technologies.

~~Revenue.~~ The ~~decrease~~timing ~~for~~of ~~the~~orders, ~~three~~scheduling ~~months~~of ~~ended September 30~~backlog, ~~2020~~and asfluctuations ~~compared~~in todemand ~~the~~in ~~prior~~various ~~year~~regions ~~quarter~~of ~~was~~the ~~primarily~~world ~~attributable~~can togive ~~shipment~~rise ~~timing~~to ~~and~~quarter ~~the~~to ~~completion~~quarter ofand ~~certain~~year ~~contracts~~over ~~that~~year ~~contributed~~fluctuations ~~to revenue~~ in the ~~prior~~mix ~~year~~of ~~in Defense Technologies~~revenue. ~~The~~ ~~decrease~~Consequently, ~~was~~year ~~partially~~over ~~offset~~year bycomparisons ~~increased demand~~ for ~~Elevated~~any ~~Skin~~given ~~Temperature~~quarter ~~("EST")~~may ~~cameras~~not inbe ~~Industrial~~indicative ~~Technologies~~of ascomparisons ausing ~~result~~longer oftime ~~the COVID-19 pandemic~~periods. ~~The~~We ~~increase~~currently ~~for~~expect ~~the~~total ~~nine~~annual ~~months~~revenue ~~ended~~for ~~September 30,~~2021 ~~2020 as compared~~ to ~~the~~be ~~nine~~in ~~months~~line ~~ended September 30, 2019 was primarily associated~~ with ~~increased~~2020 ~~demand~~revenue; ~~for~~however, ~~EST~~unexpected ~~cameras~~changes in ~~Industrial~~economic ~~Technologies~~conditions ~~as a result of the COVID-19 pandemic and contributions of unmanned revenues~~ from ~~the~~key ~~Aeryon~~customer ~~Labs~~markets ~~and~~or ~~Endeavor~~other ~~Robotics~~major ~~acquisitions~~unanticipated inevents ~~Defense~~may ~~Technologies.~~cause ~~These~~total ~~increases~~revenue, ~~were partially offset by lower volume in certain commercial end markets in Industrial Technologies~~ and the ~~completion~~mix of ~~certain~~revenue ~~contracts~~between ~~that~~our ~~contributed~~segments, to ~~revenue~~vary infrom ~~the~~quarter ~~prior~~to ~~year~~quarter induring ~~Defense~~the ~~Technologies~~year.

~~The~~International ~~timing~~sales ofaccounted ~~orders,~~for ~~scheduling~~45.3 ofpercent ~~backlog,~~ and ~~fluctuations~~51.4 inpercent ~~demand~~of intotal ~~various~~revenue ~~regions~~for of the ~~world~~three ~~can~~months ~~give~~ended ~~rise~~March 31, to2021 ~~quarter to quarter~~ and ~~year~~2020, ~~over~~respectively. ~~year~~The ~~fluctuations~~proportion inof ~~the~~our ~~mix~~international of revenue. ~~Consequently,~~compared ~~year~~to ~~over~~total ~~year~~revenue ~~comparisons~~will ~~for~~fluctuate ~~any~~from ~~given~~ quarter ~~may~~to ~~not~~quarter bedue ~~indicative~~to ofnormal ~~comparisons~~variation ~~using~~in ~~longer~~order ~~time~~activity ~~periods.~~across Wevarious ~~currently~~regions ~~expect~~as ~~total~~well ~~annual~~as ~~revenue~~specific ~~for~~factors ~~2020~~that tomay beaffect inone ~~line~~region ~~with~~and ~~2019~~not ~~revenue;~~another. ~~however~~Overall, ~~unexpected~~we ~~changes~~anticipate inthat ~~economic~~revenue ~~conditions~~ from ~~key~~international ~~customer~~sales ~~markets~~will orcontinue ~~other~~to ~~major~~comprise ~~unanticipated~~a ~~events~~significant ~~may~~percentage ~~cause~~of total revenue~~, and the mix of revenue between our segments, to vary from quarter to quarter during the year~~.

~~International~~Cost ~~sales~~of ~~accounted~~goods ~~for 43~~sold.8 ~~percent~~The ~~and~~increase ~~42.7 percent of total revenue~~ for the three months ended ~~September~~March 3031, ~~2020~~2021 ~~and~~as 2019, respectively. International sales accounted for 48.2 percent and 44.1 percent of total revenue for the nine months ended September 30, 2020 and 2019, respectively. The proportion of our international revenue compared to ~~total~~the ~~revenue~~prior ~~will~~year ~~fluctuate from~~ quarter towas ~~quarter~~primarily ~~due~~attributable to ~~normal~~the ~~variation~~increased inrevenue ~~order~~volume ~~activity across various regions as well as specific factors that may affect one region~~ and ~~not~~unfavorable ~~another.~~product ~~Overall,~~mix wein ~~anticipate~~Defense ~~that revenue from international sales will continue to comprise a significant percentage of total revenue~~Technologies.

Cost of goods sold. The decrease for the three months ended September 30, 2020 as compared to the prior year quarter was primarily attributable to the lower revenue volume. The decrease for the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019 was primarily attributable to favorable product mix in Industrial Technologies, partially offset by an increase in intangible asset amortization.

Cost of goods sold includes materials, labor and overhead costs incurred in the manufacturing of products and services sold in the period as well as warranty costs. Material costs include raw materials, purchased components and sub-assemblies, outside processing and inbound freight costs. Labor and overhead costs consist of direct and indirect manufacturing costs, including wages and fringe benefits, operating supplies, depreciation and amortization, occupancy costs, and purchasing, receiving and inspection costs.

Research and development expenses. We have, and will continue to have, fluctuations in quarterly spending depending on product development needs and overall business spending priorities and believe that annual spending levels are most indicative of our commitment to research and development. Over the past five annual periods through December 31, ~~2019~~2020, our annual research and development expenses have varied between 8.59 percent and 10.89 percent of revenue, and we currently expect these expenses to remain within that approximate range, on an annual basis, for the foreseeable future.

Selling, general, and administrative expenses. The ~~reductions~~decrease for ~~both~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 ~~were~~as compared to the prior year quarter was primarily attributable to ~~decreases~~operating inexpense ~~intangible~~reductions ~~asset~~from ~~amortization,~~Project Be Ready and decreases in marketing, and travel ~~expenses~~costs.

Restructuring expenses. In the first quarter of 2020, we initiated a strategy-driven restructuring plan, Project Be Ready, to simplify our product portfolio and better align resources with higher growth opportunities while reducing costs. Project Be Ready includes an organizational realignment, targeted workforce reductions, and facility optimization initiatives. All previously approved ongoing restructuring activities that were in process as of January 1, 2020 were consolidated into Project Be Ready. The decrease in net pre-tax restructuring charges recorded for these programs during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 ~~primarily~~as ~~represent~~compared ~~employee~~to ~~separation costs and third party and other costs. During~~ the ~~three~~prior ~~and~~year ~~nine~~quarter ~~months~~was ~~ended~~driven ~~September 30,~~by ~~2019,~~reduced weProject ~~also~~Be ~~recorded~~Ready ~~net~~activity ~~pre-tax~~including ~~restructuring~~lower ~~charges~~employee inseparation ~~connection~~costs ~~with~~and ~~other~~reduced ~~restructuring~~third ~~activities~~party costs. Refer to Note 19, "Restructuring" of the Notes to the Consolidated Financial Statements for further discussion.

Interest expense. Interest expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 ~~and 2019, respectively,~~ was primarily associated with our ~~previous 3~~2.~~125~~500 percent senior unsecured notes (the “~~2021~~2030 Notes”) in aggregate principal amount of $~~425~~500.0 million that were issued and sold on August 3, 2020 and interest on amounts drawn under our credit facility. InInterest ~~addition,~~expense for the three months ended ~~September 30~~March 31, 2020, ~~the interest expense~~ was ~~also~~primarily associated with our 2previous 3.~~500~~125 percent senior unsecured notes (the “~~2030~~2021 Notes”) in aggregate principal amount of $~~500~~425.0 million ~~that~~and ~~were~~interest ~~issued~~on ~~and~~amounts ~~sold~~drawn onunder ~~August~~our 3,credit ~~2020~~facility. The 2021 Notes were redeemed in full in connection with the August 2020 issuance of the 2030 Notes in a public offering.

~~Loss~~Other onincome ~~debt~~(loss), ~~extinguishment~~net. ~~During~~ The ~~the~~change ~~three~~in ~~months~~other ~~ended~~income ~~September 30~~(loss), ~~2020,~~net wefor ~~recorded~~the athree ~~$9.1~~months ~~million~~ended ~~loss~~March 31, on2021 ~~debt~~as ~~extinguishment~~compared ~~due~~ to the ~~redemption~~prior ofyear ~~our~~quarter ~~2021~~was ~~Notes,~~primarily ~~which~~attributable ~~consisted~~to ofincreased agains ~~$8.5~~in ~~million~~our ~~payment~~deferred ofcompensation ~~redemption premium and $0~~plans.6 ~~million for the unamortized portion of the original issue discount and previously incurred issuance costs.~~

~~Other~~Income ~~(income) expense, net~~taxes. ~~The~~ ~~change~~Our ~~in other (~~income) ~~expense,~~tax ~~net~~provision for the three months ended ~~September 30~~March 31, 2021 and 2020 asrepresents ~~compared~~an toeffective ~~the~~tax ~~prior~~rate ~~year~~of ~~quarter~~22.4 ~~was~~percent ~~primarily~~and ~~attributable~~33.5 topercent, ~~increased~~respectively. ~~gains~~The ineffective ~~our~~tax ~~deferred~~rate ~~compensation~~for ~~plan~~the asthree ~~well~~months asended ~~increased~~March 31, ~~gains~~2021 onis ~~currency~~higher ~~exchange~~than the United States Federal tax rate ~~fluctuations.~~of ~~The~~21 ~~decrease~~percent due to an increase in ~~other~~unrecognized ~~expense,~~tax ~~net~~benefits ~~for~~related ~~the~~to ~~nine~~positions ~~months~~taken ~~ended~~on ~~September 30,~~prior ~~2020~~year tax returns, ashigher ~~compared~~tax rates applied to ~~the~~income ~~nine~~earned ~~months~~in ~~ended~~certain ~~September 30~~foreign jurisdictions, ~~2019~~United ~~was~~States ~~primarily~~tax ~~attributed~~applied to ~~impairments~~global ~~associated~~intangible ~~with~~income, ~~our~~and ~~equity~~state ~~investments~~taxes. ~~partially~~These amounts were offset partially by ~~increased~~benefits ~~gains~~related onto ~~currency~~United ~~exchange~~States ~~rate~~export ~~fluctuations~~sales, excess tax benefits from stock compensation, and research credits.

~~Income taxes. Our income tax provision for the three and nine months ended September 30, 2020 represents an effective tax rate of~~ 24.1 percent and 25.8 percent, respectively. Our income tax provision for the three and nine months ended September 30, 2019 represented an effective tax rate of 7.6 percent and 15.0 percent, respectively. The effective tax rate for the three and nine months ended September 30, 2020 is higher than the United States Federal tax rate of 21 percent due to the tax effects of intercompany transfers, non-recognition of the tax benefit of current year operating losses of a foreign subsidiary, an increase in unrecognized tax benefits related to positions taken or expected to be taken on prior and current year tax returns, and state taxes. These amounts were offset partially by benefits related to United States export sales, research credits and lower global intangible income subject to United States tax. The effective tax rate for the three and nine months ended September 30, 2019 is lower than the United States Federal tax rate of 21 percent mainly due to a reduction in previously non-deductible interest expense and excess tax benefits from stock compensation, offset partially by state taxes, higher tax rates applied to income earned in certain foreign jurisdictions, and other discrete items.

~~During~~The ~~the~~effective ~~fourth quarter of 2018, the Swedish Tax Authority (“STA”) issued a reassessment of~~ tax rate for the ~~year~~three ~~ending~~months ~~December~~ended March 31, ~~2012~~2020 tois ~~one~~higher ofthan ~~our~~the ~~non-operating~~United ~~subsidiaries~~States inFederal ~~Sweden.~~tax ~~The~~rate ~~reassessment concerns the use~~ of ~~tax~~21 ~~credits~~percent ~~applied~~due ~~against capital gains pursuant~~ to ~~European Union Council Directive 2009/133/EC, commonly referred to as~~ the EUnon-recognition ~~Merger~~of ~~Directive, and assesses taxes and penalties totaling approximately $334.2 million (Swedish kronor 3.0 billion). On March 26, 2020, we received an adverse judgment from~~ the ~~First~~tax ~~Instance~~benefit ~~Court~~ of ~~Sweden~~current ~~(the~~year ~~“Court”)~~operating ~~regarding~~losses ~~the~~of ~~STA's~~a ~~reassessment.~~foreign ~~We do not agree with the Court’s ruling~~subsidiary, ~~continue~~an toincrease ~~believe the STA's arguments~~ in ~~the~~unrecognized ~~reassessment are not in accordance with Swedish~~ tax ~~regulations~~benefits orrelated ~~the~~to ~~treaty~~positions ~~for~~taken ~~the~~prior ~~avoidance~~year oftax ~~double taxation between Sweden and Belgium~~returns, and ~~have~~state ~~appealed~~taxes. ~~the~~These ~~decision~~amounts towere ~~the~~offset ~~Administrative~~partially ~~Court~~by ofbenefits ~~Appeal~~related ~~in Stockholm. Consequently, no adjustment~~ to ~~the~~US ~~unrecognized~~export ~~tax~~sales ~~benefits~~and ~~has~~research ~~been recorded~~ credits.

29During the fourth quarter of 2018, the Swedish Tax Authority (“STA”) issued a reassessment of tax for the year ending December 31, 2012 to one of our non-operating subsidiaries in Sweden. 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 $342.9 million (Swedish kronor 3.0 billion). On March 26, 2020, we received an adverse judgment from the First Instance Court of Sweden (the “Court”) regarding the STA's reassessment. We do not agree with the Court’s ruling, continue to believe the STA's arguments in the reassessment are not in accordance with Swedish tax regulations or the treaty for the avoidance of double taxation between Sweden and Belgium, and have appealed the decision to the Administrative Court of Appeal in Stockholm. Consequently, no adjustment to the unrecognized tax benefits has been recorded in relation to this matter. We received a respite from paying the reassessment until after a decision by the Administrative Court of Appeal by putting in place a bank guarantee to secure possible future payment of the tax and interest. There can be no assurance that the appeal will be successful.

in relation to this matter. We received a respite from paying the reassessment until after a decision by the Administrative Court of Appeal by putting in place a bank guarantee to secure possible future payment of the tax and interest. There can be no assurance that the appeal will be successful.

During the third quarter of 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 our international subsidiaries is in breach of European Union state aid rules. We believe all taxes assessed by Belgium have been paid and have not adjusted unrecognized tax benefits in relation to this matter.

On March 27, 2020, the President signed the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the bipartisan $2.0 trillion economic relief package aimed at helping American workers and businesses impacted by the ~~coronavirus~~COVID-19 pandemic. Through ~~September~~March 3031, ~~2020~~2021 the CARES Act has not materially affected our income tax provision or deferred tax assets or liabilities. We will continue to monitor the effect of the CARES Act and ongoing government guidance related to COVID-19 that may be issued.

Segment Operating Results

InThe ~~the~~Company ~~first~~is ~~quarter~~currently oforganized ~~2020,~~into wetwo ~~completed~~reportable asegments. ~~business~~The ~~reorganization as part of our "Project Be Ready" restructuring program, which resulted in identification of~~ two reportable segments (are Industrial Technologies and Defense Technologies). ~~We commenced operating and reporting under the new organization structure effective January 1, 2020.~~ See Note 17, “Operating Segments and Related Information” of the Notes to the Consolidated Financial Statements for a description of each operating segment, including the types of products and services from which each operating segment derives its revenues. ~~See Note 19, “Restructuring” for further information on Project Be Ready.~~

Industrial Technologies Segment

Industrial Technologies operating results are as follows (in thousands, except percentages):

	~~Three Months Ended~~		Three Months Ended											~~Nine Months Ended~~
	September 30,							Dollar			Percent			September 30,							Dollar		Percent
			March 31,										Dollar					Percent
	2020				2019			Change			Change			2020			2019				Change		Change
			2021					2020					Change					Change
Revenue	$	~~281,119~~	$	274,864	$	~~257,900~~		$	23276,~~219~~415		~~9.0~~	%	$	$(1,551)	~~857,732~~		$	~~813,775~~(0.6)		%	$	~~43,957~~	~~5.4~~	%
Segment operating income	~~87,743~~		76,906		~~63,713~~			2464,~~030~~265			~~37.7~~	%	12,641	~~259,145~~			~~204,365~~	19.7		%	~~54,780~~		~~26.8~~	%
Segment operating margin	~~31.2~~		%28.0		~~24.7~~%		%	23.2		%				~~30.2~~		%	~~25.1~~		%
Total backlog, end of period			$	273,483				$	330,030				$	$(56,547)	~~342,373~~		$	~~273,578~~(17.1)		%	$	~~68,795~~	~~25.1~~	%

The ~~increase~~decrease in revenue for ~~both~~ the three ~~and~~months ~~nine~~ended ~~month~~March 31, ~~periods~~2021 ~~was~~as ~~primarily~~compared ~~attributable~~ to ~~increased~~the ~~demand~~prior ~~for~~year ~~EST~~quarter ~~cameras~~was asprimarily aattributable ~~result~~to ofreduced ~~the~~volume ~~COVID-19~~for ~~pandemic~~EST solutions, partially offset by ~~lower~~increased ~~volume~~demand in certain commercial end markets such as maritime products.

The increase in segment operating margin for ~~both~~ the three ~~and~~months ~~nine~~ended ~~month~~March 31, ~~periods~~2021 ~~was~~as ~~primarily~~compared ~~attributable~~ to the ~~aforementioned~~prior ~~higher~~year ~~revenue~~quarter ~~and~~was ~~associated~~primarily ~~gross~~attributable ~~profit~~to ~~volume,~~operating ~~favorable~~expense ~~product~~reductions ~~mix,~~from Project Be Ready and ~~lower~~decreases in marketing and travel ~~expenses~~costs.

The ~~increase~~decrease in total backlog at ~~September~~March 3031, ~~2020~~2021 as compared to the prior year quarter was primarily the result of ~~award~~lower ~~timing~~EST ~~and~~volume, anpartially offset by increased ~~volume~~order ofactivity ~~long-term~~in ~~orders~~certain commercial end markets such as maritime products.

Defense Technologies Segment

Defense Technologies operating results are as follows (in thousands, except percentages):

3025

	~~Three Months Ended~~		Three Months Ended											~~Nine Months Ended~~
	September 30,							Dollar			Percent			September 30,							Dollar			Percent
			March 31,										Dollar					Percent
	2020				2019			Change			Change			2020			2019				Change			Change
			2021					2020					Change					Change
Revenue	$	~~185,295~~	$	192,449	$	~~213,348~~		$	~~(28~~174,~~053~~508	)	~~(13.1~~	)%	$	$17,941	~~541,620~~		$	~~584,207~~10.3		%	$	~~(42,587~~	)	~~(7.3~~	)%
Segment operating income	~~38,811~~		25,376		~~53,809~~			~~(14~~33,~~998~~154		)	~~(27.9~~	)%	(7,778)	~~113,120~~			~~146,485~~	(23.5)		%	~~(33,365~~		)	~~(22.8~~	)%
Segment operating margin	~~20.9~~		%13.2		~~25.2~~%		%	19.0		%				~~20.9~~		%	~~25.1~~		%
Total backlog, end of period			$	541,763				$	529,306				$	$12,457	~~556,293~~		$	~~536,718~~2.4		%	$	~~19,575~~		~~3.6~~	%

The ~~decrease~~increase in revenue for ~~both~~ the three ~~and~~months ~~nine~~ended ~~month~~March 31, ~~periods~~2021 as compared to the prior year quarter was primarily attributable to increased volume on several unmanned systems programs, partially offset by shipment timing and the completion of certain contracts that contributed to revenue in the prior year ~~periods, partially offset by increased volumes for unmanned revenues from the Aeryon Labs and Endeavor Robotics acquisitions~~quarter.

The decrease in segment operating margin for ~~both~~ the three ~~and~~months ~~nine~~ended ~~month~~March 31, ~~periods~~2021 ~~was~~as ~~primarily~~compared ~~attributable~~ to the ~~lower~~prior ~~revenue~~year ~~and~~quarter ~~associated~~was ~~gross~~primarily ~~profit~~attributable ~~volume,~~to ~~product~~the ~~mix~~ramp ~~and~~up anof ~~increase~~lower inmargin ~~research~~programs and ~~development~~product ~~expenses~~mix.

The increase in total backlog at ~~September~~March 3031, ~~2020~~2021 as compared to the prior year quarter was primarily adue ~~result~~to ofprogram ~~increased~~awards ~~orders~~for in unmanned systems.

Liquidity and Capital Resources

Overview

At ~~September~~March 3031, ~~2020~~2021, we had a total of $~~320~~277.03 million in cash and cash equivalents, $~~101~~80.96 million of which was in the United States and $~~218~~196.17 million was at our foreign subsidiaries, compared to cash and cash equivalents at December 31, ~~2019~~2020 of $~~284~~297.68 million, of which $7788.8 million was in the United States and $~~206~~209.80 million at our foreign subsidiaries.

At ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, we had outstanding debt of $~~793~~725.08 million and $~~676~~738.94 million, respectively, which consists of unsecured term loans and borrowings under the revolving credit facility that we entered into during 2019 (collectively referred to as the "Credit Agreement") and senior unsecured notes. On August 3, 2020, we issued and sold our ~~$500.0 million senior unsecured notes maturing on August 1,~~ 2030 ~~(the “2030~~ Notes”) in an underwritten public offering. The aggregate net proceeds from the offering were approximately $494.2 million after deducting underwriting fees, debt discount and transaction issuance costs. Interest on the 2030 Notes is payable semiannually in arrears on February 1 and August 1 of each year beginning on February 1, 2021. The net proceeds from the sale of the 2030 Notes were used to redeem the ~~outstanding $425.0 million senior unsecured notes due June 15,~~ 2021 ~~(the “2021~~ Notes”), and for general corporate purposes, which may include funding for working capital, investments in our subsidiaries, capital expenditures, acquisitions, and stock repurchases. ~~In connection with the redemption of the 2021 Notes, during the three months ended September 30, 2020, we recorded a $9.1 million loss on debt extinguishment on the Consolidated Statements of Income.~~ The Credit Agreement contains one financial covenant that requires maintenance of a consolidated total leverage ratio with which we complied at ~~September~~March 3031, ~~2020~~2021. We had $1015.84 million of letters of credit outstanding under the Credit Agreement at ~~September~~March 3031, ~~2020~~2021, which reduced the total availability under the revolving commitments under the Credit Agreement. See Note 13, "Debt" of the Notes to the Consolidated Financial Statements for more details.

On January 11, 2019, a standby letter of credit not to exceed Swedish kronor 2.2 billion, was issued under a new bilateral letter of credit reimbursement agreement ("L/C Agreement") to secure a payment guarantee required by the Swedish Tax Authority in order to grant the original respite from paying the tax reassessment described in Note 16, "Income Taxes" of the Notes to the Consolidated Financial Statements. The outstanding amount of the L/C Agreement was equivalent to approximately $~~248~~254.06 million at ~~September~~March 3031, ~~2020~~2021. While outstanding amounts under the L/C Agreement do not reduce the available revolving credit from the Credit Agreement, they are considered indebtedness and influence the incremental debt capacity governed by our Credit Agreement covenants. The standby letter of credit was further amended on April 24, 2020 to reflect the new respite.

We ~~repurchase~~have repurchased shares of our common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board of Directors. ~~Under~~To ~~the~~date, all share ~~repurchase~~repurchases ~~authorization,~~were wesubject ~~may~~to ~~repurchase our~~applicable ~~shares~~securities ~~periodically~~laws ~~until~~and ~~the~~were ~~share~~at ~~repurchase~~times ~~authorization~~and ~~expires~~ in ~~February~~amounts ~~2021,~~as ~~depending~~management ondeemed ~~market~~appropriate. ~~conditions~~The ~~and~~repurchases ~~other~~were ~~factors,~~conducted ~~and~~through ~~may~~open domarket sotransactions inunder ~~open~~the ~~market~~authorization ~~purchases.~~by ~~Our~~the ~~repurchase~~Board ~~program~~of ~~may~~Directors beon ~~suspended~~February or7, ~~discontinued~~2019 atto ~~any~~repurchase ~~time.~~of Asup ofto ~~September 30,~~15.0 ~~2020,~~million shares of the Company's ~~total~~outstanding ~~remaining~~common ~~number~~stock. ofThis ~~shares~~authorization ~~that~~expired ~~may~~on ~~yet~~February be7, ~~repurchased~~2021. ~~under~~During the ~~current~~three ~~authorization~~months ~~was~~ended ~~approximately~~March ~~8.3~~31, ~~million.~~2021 the Company did not repurchase shares.

We paid dividends of $22.3 million and $22.7 million during the three months ended March 31, 2021 and March 31, 2020, respectively.

We ~~paid~~have ~~dividends~~entered ofinto ~~$22.3~~the ~~million~~Merger ~~and~~Agreement ~~$67.3~~with ~~million~~Teledyne ~~during the three~~ and ~~nine~~have ~~months~~agreed ~~ended~~to ~~September 30,~~pay ~~2020,~~a ~~respectively,~~termination ~~and~~fee of $22250.80 million ~~and~~to ~~$68.9~~Teledyne ~~million~~if ~~during~~ the ~~three~~Merger ~~and~~Agreement ~~nine~~is ~~months~~terminated ~~ended~~under ~~September 30,~~any ~~2019,~~of ~~respectively.~~the following circumstances:

~~For~~ •the ~~next~~Company’s 12Board ~~months,~~makes we anticipate that we will be able to meet our liquidity needs, including servicing our debt, through existing cash on hand, cash generated from operations and, if needed, amounts available on our existing credit facilities or financing available from other sources. However, as the impact of the COVID-19 pandemic on the global economy and our operations evolve, we will continue to assess our liquidity needs. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition, and could materially adversely impact our customers or suppliers. In the event of a ~~sustained~~change ~~market~~in ~~deterioration,~~recommendation; we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. In addition to the acquisitions disclosed elsewhere herein, we have evaluated and expect to continue to evaluate possible transactions. Such transactions may be material and involve cash, our securities or the assumption or incurrence of additional indebtedness.

•the Company enters into a definitive agreement to effect a superior proposal; or

•the Company’s stockholders do not approve the proposed transaction and an alternative proposal for the Company has been publicly disclosed and not withdrawn, the Company materially breaches the Merger Agreement and an alternative proposal for the Company has been publicly disclosed and not withdrawn or the Company willfully and materially breaches the non-solicitation covenant, in each case, only if within twelve months of such termination, the Company enters into a definitive agreement with respect to an alternative proposal that is subsequently consummated.

Pursuant to the terms of the Merger Agreement, Teledyne would be required to pay the Company a termination fee of $250.0 million if the Merger Agreement is terminated under any of the following circumstances:

•Teledyne’s Board makes a change in recommendation; or

•Teledyne’s stockholders do not approve the proposed transaction and an alternative proposal for Teledyne has been publicly disclosed and not withdrawn or Teledyne materially breaches the Merger Agreement and an alternative proposal for Teledyne has been publicly disclosed and not withdrawn, in each case, only if within twelve months of such termination, Teledyne enters into a definitive agreement with respect to an alternative proposal that is subsequently consummated.

In addition, the Company has incurred and expects to continue to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the Mergers. The substantial majority of these costs will be non-recurring expenses relating to the Mergers. Many of these costs are payable regardless of whether or not the Mergers are consummated.

For the next 12 months, we anticipate that we will be able to meet our liquidity needs, including servicing our debt, through existing cash on hand, cash generated from operations and, if needed, amounts available on our existing credit facilities or financing available from other sources. However, as the impact of the COVID-19 pandemic on the global economy and our operations evolve, we will continue to assess our liquidity needs. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition, and could materially adversely impact our customers or suppliers. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.

Summary of Cash Flows

The following table summarizes cash flow information for the periods presented (in thousands):

	Three Months Ended September 30,							Nine Months Ended September 30,
			Three Months Ended
	2020				2019			2020			2019
			March 31,
Net cash provided by operating activities	$	82,174			$	153,524		$	196,189		$	276,825
			2021					2020
Net cash used in investing activities	(9,894		)		(10,332		)	(36,832		)	(632,596		)
Net cash provided by operating activities			$	24,304				$	50,866
Net cash (used in) provided by financing activities	(90,946		)		(110,016		)	(119,849		)	145,365
Net cash used in investing activities			(14,183)					(12,717)
Net cash used in financing activities			(25,355)					(169)

Net cash provided by operating activities decreased $7126.46 million for the three months ended ~~September~~March 3031, ~~2020~~2021, when compared to the prior year quarter, primarily due to less favorable timing of working capital changes partially offset by higher net earnings after adding back non-cash adjustments.

Net cash ~~provided~~used byin ~~operating~~investing activities ~~decreased~~increased $801.65 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, when compared to the prior year quarter, primarily ~~due~~driven toby ~~less~~increased ~~favorable timing of working~~ capital ~~changes~~expenditures asin ~~well~~the asordinary ~~lower~~course ~~net~~of ~~earnings after adding back non-cash adjustments~~business.

Net cash used in ~~investing~~financing activities ~~was~~increased ~~relatively~~$25.2 ~~flat~~million for the three months ended ~~September~~March 3031, ~~2020~~2021, when compared to the prior year quarter, primarily due to the net proceeds of $175.0 million on our Credit Agreement in the prior year quarter partially offset by repurchases of common stock totaling $150.0 million also in the prior year quarter.

Net cash used in investing activities decreased $595.8 million for the nine months ended September 30, 2020, when compared to the prior year, primarily due to cash paid for business acquisitions in the prior year.27

Net cash used in financing activities decreased $19.1 million for the three months ended September 30, 2020, when compared to the prior year quarter, primarily due to repurchases of common stock totaling $75.0 million in the prior year quarter partially offset by lower net proceeds of $53.0 million on our Credit Agreement and senior unsecured notes, which included the 2030 Notes proceeds that were issued and sold on August 3, 2020.

Net cash used in financing activities decreased $265.2 million for the nine months ended September 30, 2020, when compared to the prior year, primarily due to lower net proceeds of $229.0 million from our Credit Agreement and senior unsecured notes, which included the 2030 Notes proceeds that were issued and sold on August 3, 2020, an increase of $25.0 million in repurchases of common stock and lower proceeds of $13.5 million from shares issued.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2020~~2021, we did not have any off-balance sheet arrangements that have or are likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Recently Issued Accounting Pronouncements

For a discussion of these items, see Note 1, "Basis of Presentation and Accounting Standards Updates" of the Notes to the Consolidated Financial Statements.

Critical Accounting Policies and Estimates

Preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. See Management's Discussion and Analysis and the discussion of critical accounting policies and use of estimates as reported in Note 1, "Nature of Business and Significant Accounting Policies" and Note 1514, "Contingencies" of the Notes to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020. Actual results in these areas could differ materially from management's estimates. There have been no significant changes in the Company's assumptions regarding critical accounting estimates during the first ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021.

Contractual Obligations

There were no material changes to the Company's contractual obligations outside the ordinary course of its business during the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. ~~The Company borrowed an additional $175.0 million and made payments of $126.0 million under the revolving credit facility during the nine months ended September 30, 2020.~~

On August 3, 2020, the Company issued and sold its $500.0 million senior unsecured notes maturing on August 1, 2030 (the “2030 Notes”) in an underwritten public offering. The aggregate net proceeds from the offering were approximately $494.2 million after deducting underwriting fees, debt discount and transaction issuance costs. Interest on the 2030 Notes is payable semiannually in arrears on February 1 and August 1 of each year beginning on February 1, 2021. The net proceeds from the sale of the 2030 Notes were used to redeem the Company's outstanding $425.0 million senior unsecured notes due June 15, 2021 (the “2021 Notes”), and for general corporate purposes, which may include funding for working capital, investments in Company's subsidiaries, capital expenditures, acquisitions, and stock repurchases. See Note 13, "Debt" of the Notes to the Consolidated Financial Statements for more details.

Contingencies

See Note 15, "Contingencies" of the Notes to the Consolidated Financial Statements for the disclosure of certain matters by the Company to the United States Department of State Office of Defense Trade Controls Compliance, communications to the Company from the United States Department of Commerce Bureau of Industry and Security, and ~~the Company's current estimates of the range of potential loss associated with quality concerns identified by the Company regarding certain SkyWatch Surveillance Towers, among~~ other matters.

3328

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of ~~September~~March 3031, ~~2020~~2021, the Company has not experienced any changes in market risk exposure that would materially affect the quantitative and qualitative disclosures about market risk presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020, other than the following:

Interest Rate Risk

The Company’s exposure to changes in market interest rates relates primarily to interest paid on the Company’s outstanding floating rate debt. The Company’s outstanding floating rate debt consists of amounts borrowed under our revolving loan facility as well as outstanding term loans. These borrowings bear interest at the respective Eurocurrency rate (e.g., LIBOR) plus a scheduled spread. Fluctuations in market interest rates will cause interest expense increases or decreases on such outstanding debt.

As our risk management objectives include mitigating the risk of changes in cash flows attributable to changes in the designated three-month Eurocurrency rate on the Company’s Swedish kronor term loan, the Company entered into a floored interest rate swap for the aggregate notional amount borrowed; changes in the cash flows of the interest rate swap is expected to exactly offset the changes in cash flows attributable to fluctuations in the three-month Eurocurrency-based interest payments. The net effect of the swap is to convert the floating interest rate basis to a fixed rate of 0.59 percent.

ItOn isMarch ~~expected~~5, ~~that~~2021 athe ~~number~~ICE ofBenchmark ~~banks~~Administration ~~currently~~(“IBA”) ~~reporting~~formalized ~~information~~the ~~used~~timetable tofor ~~set~~cessation of LIBOR. Pursuant ~~will~~to ~~stop~~the ~~doing~~IBA's soCessation ~~after~~Statement, ~~2021.~~certain ~~Such~~USD anLIBOR ~~occurrence~~tenors ~~could~~along ~~cause~~with ~~LIBOR~~all totenors ~~stop~~of ~~publication~~EUR, orCHF, ~~cause~~GBP ~~LIBOR~~and toJPY noLIBOR ~~longer~~will becease ~~representative~~publication ofafter ~~the~~December ~~underlying~~31, ~~market~~2021. A Wecomplete ~~are~~phase ~~engaged~~out inof ~~regular~~all ~~dialogue~~tenors ~~with~~of ~~our~~USD ~~lenders~~LIBOR ~~and~~is ~~derivatives~~expected ~~counterparties~~following tothe ~~keep~~June ~~apprised~~30, of2023 ~~the~~publication. ~~proposed~~While ~~successor~~management ~~rates~~believes inthat ~~each~~the ofCompany ~~the~~exposure ~~jurisdictions~~to inmarket ~~which~~risk weassociated ~~may~~with ~~have~~the adiscontinuation ~~need~~of toLIBOR ~~execute~~is alimited ~~financial~~because ~~transaction. Although~~the ~~progress~~Notes ~~has~~carry ~~been~~a ~~made~~fixed-rate bycoupon and the ~~various~~unsecured ~~working~~credit ~~groups,~~facility weagreement ~~believe~~includes itprovisions isfor ~~too~~a ~~early~~successor torate, ~~accurately~~the ~~assess~~consequences anof ~~impact~~these ofdevelopments ~~the~~cannot ~~LIBOR~~be ~~benchmark~~entirely ~~reform~~predicted or reasonably estimated.

See Note 6, "Derivative Financial Instruments - Interest Rate Swap" and Note 13, "Debt" of the Notes to the Consolidated Financial Statements and Item 2 of Part I, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for additional information on the Company's debt and interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~September~~March 3031, ~~2020~~2021, the Company completed an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s three months ended ~~September~~March 3031, ~~2020~~2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of its business. See Note 15, “Contingencies” of the Notes to the Consolidated Financial Statements for additional information on the Company’s legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors described in Part I, Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, ~~and~~or in ~~Part II, Item 1A.~~ “Risk Factors” in the Company'’s ~~subsequent~~definitive ~~Quarterly~~joint ~~Reports~~proxy statement/prospectus on ~~Form~~Schedule ~~10-Q~~14A relating to the Mergers, filed with the SEC on April 12, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~September~~March 3031, ~~2020~~2021, the Company did not repurchase shares.

~~All~~To date, all share repurchases ~~are~~were subject to applicable securities laws and ~~are~~were at times and in amounts as management ~~deems~~deemed appropriate. The repurchases ~~are~~were conducted through open market transactions under the authorization by ~~our~~the Board of Directors on February 7, 2019 to repurchase of up to 15.0 million shares of ~~our~~the Company's outstanding common stock. This authorization ~~will~~expired ~~expire~~ on February 7, 2021 ~~and may be suspended or discontinued at any time~~.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Number	~~Description~~	Description
4.1	Indenture, dated as of August 3, 2020, between FLIR Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 4, 2020 (File Number 000-21918)).
2.1		Agreement and Plan of Merger, dated as of January 4, 2021, by and among Teledyne Technologies Incorporated, Firework Merger Sub I, Inc., Firework Merger Sub II, LLC and FLIR Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 6, 2021 (File Number 000-21918)).
4.2	First Supplemental Indenture dated as of August 3, 2020, by and between FLIR Systems, Inc. and U.S. Bank National Association, as trustee, including Form of 2.500% Notes due August 1, 2030 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 4, 2020 (File Number 000-21918)).
31.1		Principal Executive Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302.
4.3	Form of 2.500% Note due August 1, 2030 (included in Exhibit 4.2 hereto).
31.2		Principal Financial Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302.
31.1	Principal Executive Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302.
32.1		Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2	Principal Financial Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302.
32.2		Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
32.2	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.INS	Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3631

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~FLIR SYSTEMS, INC.~~	FLIR SYSTEMS, INC.
Date October 30, 2020	/s/ Carol P. Lowe
Date May 6, 2021		/s/ Carol P. Lowe
	~~Carol P. Lowe~~	Carol P. Lowe
	~~Executive Vice President and Chief Financial Officer~~	Executive Vice President and Chief Financial Officer
	~~(Duly Authorized and Principal Financial Officer)~~	(Duly Authorized and Principal Financial Officer)

3732

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