Final
TELEDYNE TECHNOLOGIES INCORPORATED
AUDIT COMMITTEE CHARTER(As amended and restated on December 21, 2021)
The Board of Directors (the “Board”) of Teledyne Technologies Incorporated (the“Corporation”) shall appoint the Audit Committee (the “Committee”), which should beconstituted and have the purposes, responsibilities and authority as described herein.
Composition
The Committee shall meet the size, independence and financial literacy requirements ofthe New York Stock Exchange and the Securities and Exchange Commission (“SEC”), as may
be in effect from time to time, and the Board shall make any necessary determinations regarding
those requirements. At least one member of the Committee shall be an “Committee FinancialExpert” as defined by the rules of the SEC. The members of the Committee shall be appointed
by the Board on the recommendation of the Nominating and Governance Committee, and may
be replaced by the Board. The Committee shall designate one member as its Chair and may formand delegate authority to subcommittees of one or more members of the Committee, consistentwith applicable law.
Purpose and Responsibilities
The Committee’s primary purpose shall be to (a) assist the Board’s oversight of (i) theintegrity of the financial statements of the Corporation, (ii) the Corporation’s compliance withlegal and regulatory requirements, (iii) the qualifications and the independence of theCorporation’s independent auditor and (iv) the performance of the Corporation’s internal audit
function and independent auditor; and (b) prepare the report required by the ’proxy rules of theSEC to be included in the Corporation’s annual proxy statement. The Committee shall also
assist with the Board’s oversight of policies and practices with respect to major financial risk
exposures.
The Committee is directly responsible for the appointment, retention, compensation,oversight, evaluation and termination of the Corporation’s independent auditor (includingresolving disagreements between management and the independent auditor regarding financial
reporting). The independent auditor shall report directly to the Committee. The independent
auditor is accountable to the Board and the Committee, as representatives of the Corporation’s
stockholders.
In carrying out its responsibility, the Committee shall undertake the following activities:
1.

Retain and approve the terms of the engagement and fees to be paid to theindependent auditor.

2.

Evaluate the performance of the independent auditor, including the lead partner,
and, if so determined by the Committee, terminate and replace the independentauditor. The Committee shall present its conclusions with respect to theTeledyne Confidential; Commercially Sensitive Business Data

independent auditor to the Board.
3.

Pre-approve, or adopt appropriate procedures to pre-approve, all audit and nonaudit services to be provided by the independent auditor, and consider whether theoutside auditor’s provision of non-audit services to the Corporation is compatiblewith maintaining the independence of the outside auditor.

4.

Assess the auditor’s independence by ensuring that the independent auditor
prepares and delivers formal written statements delineating all relationships
between the independent auditor and the Corporation, consistent with theapplicable requirements of the Public Company Accounting Oversight Board(“PCAOB”) regarding the auditor’s independence. The Committee shall actively
engage in dialogue with the independent auditor with respect to any disclosed
relationships or services that may impact the objectivity and independence of theauditor, and if determined necessary by the Committee, take appropriate action toensure the independence of the auditor.

5.

At least annually, obtain and review a report by the independent auditor
describing the firm’s internal quality-control procedures and any material issues
raised by the most recent internal quality-control review, or peer review, of thefirm, or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more independent
audits carried out by the firm, and any steps taken to deal with such issues.

6.

Meet with the independent auditor prior to the audit to review the planning andscope of the audit.

7.

Discuss with management and the independent auditor the timing and process for
implementing the rotation of the lead audit partner, the concurring partner and anyother active audit engagement team partner.

8.

Establish hiring policies for employees or former employees of the independentauditor.

9.

Review with the independent auditor any problems or difficulties the auditor may
have encountered and management’s response. Such review should also include:

10.

(a)

Any restrictions on the scope of activities or access to requestedinformation.

(b)

Any significant disagreements with management.

(c)Coordination of audit with internal audit, including use of internal audit’s
work papers, and any issues resulting therefrom.

Obtain from the independent auditor in connection with any audit a timely report
relating to the Corporation’s annual audited financial statements describing all
critical accounting policies and practices used, all alternative treatments of2

financial information within generally accepted accounting principles that havebeen discussed with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditor, and any material written communications between the independent
auditor and management, such as any management letter or schedule ofunadjusted differences.
11.

Discuss with the independent auditor the matters required to be discussed by
Statement on Auditing Standards No. 114 (Codification of Statements onAuditing Standards, AU 380) and Rule 2-07 of Regulation S-X or any successor
provisions thereto.

12.

Obtain from the independent auditor that the report required pursuant to Section
10A(k) of the Securities Exchange Act of 1934, as amended.

13.

Review and discuss with management and the independent auditor theCorporation’s annual audited financial statements and the report thereon andquarterly unaudited financial statements, including the Corporation’s disclosures
under “Management’s Discussion and Analysis of Financial Condition andResults of Operations” prior to the publication of such statements.

14.

Recommend to the Board whether the audited financial statements should beincluded in the Corporation’s Annual Report on Form 10-K.

15.

Discuss with management the earnings press releases (including the type andpresentation of information), the use of any “pro forma” or “adjusted” non-GAAP
information, as well as financial information and earnings guidance provided toanalysts and rating agencies.

16.

Review major issues regarding accounting principles and financial statement
presentations and judgments made in connection with the preparation of theCorporation’s financial statements, including any significant changes to theCorporation’s selection or application of auditing or accounting principles andpractices as suggested by the independent auditor, internal auditors ormanagement.

17.

Review with management and the independent auditor the adequacy of theCorporation’s internal controls, any significant deficiencies in the design or
operation of internal controls that could adversely affect the Corporation’s ability
to record, process, summarize and report financial data, any material weaknesses
in internal controls, and any fraud, whether or not material, that involves
management or other employees who have a significant role in the Corporation’s
internal controls, and any actions or special audit steps in light thereof.

18.

Review and discuss with management (including the senior internal auditingexecutive) and the independent auditor the Corporation’s internal controls report
and the independent auditor’s audit of the controls prior to the filing of theCorporation’s Annual Report Form 10-K.

319.

Review, approve and discuss with management and the senior internal auditing
executive (a) the scope of the internal audit plan and any material changes thereto,and (b) responsibilities, budget and staffing of the Corporation’s internal audit
function.

20.

Meet at least quarterly with the senior internal auditing executive to discussinternal audits and findings and management’s response. The senior internal
auditing executive shall directly (and separately) report to each of the Chair of theCommittee and the Chief Executive Officer of the Corporation. The primary
purpose of this dual reporting structure is to assure that Chair of the Committee
has direct access to internal audit-related information concerning the Corporation.
It reflects the directive that the Corporation’s internal auditing department,
through the senior internal auditing executive, has responsibility to assure thatimportant audit-related issues are brought to the attention of the Chair of theCommittee and ultimately the Committee. The Committee, together with theChief Executive Officer, shall annually evaluate the performance of the seniorinternal auditing executive.

21.

Meet periodically with management to discuss the Corporation’s major financial
risk exposures and the steps, guidelines and policies taken or implemented
relating to risk assessment and risk management, including the impact of climatechange-related risks and opportunities.

22.

The Committee shall periodically and on an as needed basis review, discuss and,
if it deems necessary, make recommendations to the Board concerning (i)proposed equity, debt or other securities offerings and/or financings, (ii) dividends
and stock repurchases, (iii) significant tax matters, (iv) significant matters related
to the Corporation’s investment strategy, including with respect to the assets of
the Corporation’s pension plan(s), (v) significant matters involving theCorporation’s hedging strategy and (vi) IT infrastructure and cyber-security anddata privacy matters.

23.

Review with the Corporation’s General Counsel legal matters that may have amaterial impact on the financial statements, the Corporation’s compliance policies
and any material notices to or reports or inquiries received from regulators,
governmental agencies and other interested parties, including those policies,
notices, reports or inquiries related to compliance with environmental laws, thehealth and safety of employees and climate change.

24.

Prepare the report required by the rules of the SEC to be included in theCorporation’s annual proxy statement.

25.

Establish procedures for the receipt, retention and treatment of complaints
received by the Corporation regarding accounting, internal accounting controls orauditing matters, and for the confidential, anonymous submission by Corporation
employees of concerns regarding questionable accounting or auditing matters.

426.

Review and discuss any reports concerning material violations submitted to it byCompany attorneys or outside counsel pursuant to the attorney professional rulesof the SEC (17 C.F.R. Part 205) or otherwise.

27.

Prepare the required written confirmation to the New York Stock Exchange atleast once a year or upon any changes to the composition of the Committee.

28.

Review and reassess the adequacy of this Charter annually and submit any
recommended changes to the Board for approval.

29.

Perform an annual evaluation of the Committee’s performance in the mannerrecommended by the Nominating and Governance Committee and review such
evaluation with the Board.

The Committee shall meet as often as it deems necessary to carry out its duties, but notless than quarterly, and shall make a report to the Board following each meeting. The
Committee should meet separately periodically with management, the internal auditors and theindependent auditor to discuss any matters that the Committee or any of these persons or firms
believe should be discussed privately.
In view of the demands and responsibilities of the Committee, members of theCommittee generally should not serve on more than two additional audit committees of otherpublic companies, unless the Board determines that such simultaneous service would not impair
the ability of such Committee member to effectively serve in such capacity for the Corporation.
The Committee shall have the authority to retain advice and assistance from outside legal,
accounting or other advisors as it deems necessary to carry out its duties and responsibilities.
The Committee shall determinate what appropriate funding shall be provided by the Corporation
for payment of compensation to the outside legal, accounting other advisors employed by theCommittee, as well as for the payment of ordinary administrative expenses of the Committee thatare necessary or appropriate to carry out its duties. The Committee may request such advisors
and any officer or employee of the Corporation, as well as the independent auditor, to attend ameeting of the Committee or to meet with any members of, or advisors to, the Committee.
While the Committee has the responsibility and authority set forth in this Charter, it is not
the duty of the Committee or its members to plan or conduct “field work” or other types ofauditing or accounting reviews or procedures or to determine that the Corporation's financialstatements are complete and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent auditor. Management
is also responsible for maintaining appropriate accounting and financial reporting principles andpolicies and internal controls and procedures that provide for compliance with accounting
standards and applicable laws and regulations and the internal audit function is responsible forreviewing such compliance. In fulfilling their responsibilities hereunder, it is recognized thatmembers of the Committee are not full-time employees of the Corporation and are not, and do
not represent themselves to be, performing the function of auditors or accountants.

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