FLIR 10-K Annual Report Dec. 31, 2020 | Alphaminr

FLIR 10-K Fiscal year ended Dec. 31, 2020

FLIR SYSTEMS INC
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PROXIES
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Filed on March 11, 2020
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Filed on March 8, 2019
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of Business and Significant Accounting PoliciesNote 1. Nature Of Business and Significant Accounting Policies - (continued)Note 2. RevenueNote 2. Revenue - (continued)Note 3. Fair Value Of Financial InstrumentsNote 4. Derivative Financial InstrumentsNote 4. Derivative Financial Instruments - (continued)Note 5. Accounts ReceivableNote 5. Accounts Receivable - (continued)Note 6. InventoriesNote 7. LeasesNote 7. Leases - (continued)Note 8. Property and EquipmentNote 8. Property and Equipment - (continued)Note 9. GoodwillNote 9. Goodwill - (continued)Note 10. Intangibles AssetsNote 10. Intangibles Assets - (continued)Note 11. DebtNote 11. Debt - (continued)Note 12. Accrued Product WarrantiesNote 12. Accrued Product Warranties - (continued)Note 13. CommitmentsNote 14. ContingenciesNote 14. Contingencies - (continued)Note 15. Income TaxesNote 15. Income Taxes - (continued)Note 16. Stock-based CompensationNote 16. Stock-based Compensation - (continued)Note 17. Net Earnings Per ShareNote 18. Other Employee Benefit PlansNote 19. Operating Segments and Related InformationNote 19. Operating Segments and Related Information - (continued)Note 20. Business AcquisitionsNote 20. Business Acquisitions - (continued)Note 21. RestructuringNote 21. Restructuring - (continued)Note 22. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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)) 3.1 Certificate of Incorporation of FLIR Systems, Inc., as filed with the Secretary of State of the State of Delaware on May 14, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 21, 2020 (File Number 000-21918)). 3.2 Bylaws of FLIR Systems, Inc., dated May 20, 2020 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 21, 2020 (File Number 000-21918)). 4.1 Description of FLIR Systems Inc.s Securities. 4.2 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)). 4.3 First Supplemental Indenture, dated August 3, 2020, between FLIR Systems, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 4, 2020 (File Number 000-21918)). 4.4 Form of 2.500% Note due August 1, 2030 (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed on August 4, 2020 (File Number 000-21918)). 10.1 FLIR Systems, Inc. 2002 Stock Incentive Plan, amended October 23, 2013 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 8, 2013 (File Number 000-21918)).(1) 10.2 Form of Stock Option Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on May 4, 2007 (File Number 000-21918)).(1) 10.3 Form of Deferred Stock Agreement for 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed on May 4, 2007 (File Number 000-21918)).(1) 10.4 FLIR Systems, Inc. 2011 Stock Incentive Plan, amended April 25, 2014 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on March 14, 2014 (File Number 000-21918)).(1) 10.5 Form of Stock Option Agreement (Time-Based Vesting) for the 2011 Stock Incentive Plan, amended May 11, 2015 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on August 5, 2015 (File Number 000-21918)).(1) 10.6 Form of Stock Option Agreement (Time-Based Vesting - Outside Directors) for the 2011 Stock Incentive Plan, amended May 11, 2015 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 5, 2015 (File Number 000-21918)).(1) 10.7 Form of Performance Restricted Stock Unit Agreement for Grantees Located Inside the United States for the 2011 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on May 6, 2020 (File Number 000-21918)).(1) 10.8 Form of Restricted Stock Unit Agreement for Directors for the 2011 Stock Incentive Plan, as amended. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 6, 2020 (File Number 000-21918)).(1) 10.9 Form of Restricted Stock Unit Agreement For Grantees Located Inside the United State for the 2011 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed on February 27, 2020 (File Number 000-21918)).(1) 10.11 Amended and Restated Employment Agreement between FLIR Systems, Inc. and James J. Cannon dated as of April 24, 2018 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 25, 2018 (File Number 000-21918)).(1) 10.12 Change of Control Agreement between FLIR Systems, Inc. and James J. Cannon dated as of June 19, 2017 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on May 23, 2017 (File Number 000-21918)).(1) 10.13 Offer Letter between FLIR Systems, Inc. and Carol P. Lowe dated as of October 16, 2017 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 24, 2017 (File Number 002-21918)).(1) 10.14 Offer Letter between FLIR Systems, Inc. and Sonia Galindo, dated as of July 15, 2019 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on May 6, 2020 (File Number 000-21918)).(1) 10.15 Offer Letter between FLIR Systems, Inc. and Paula M. Cooney, effective as of March 10, 2020.(1) 10.16 Letter of Credit Reimbursement Agreement among FLIR Systems, Inc. and Bank of America, N.A., dated December 24, 2018 (incorporated by reference to Exhibit 10.21 of the Annual Report on Form 10-K filed on February 27, 2019 (File Number 000-21918)). 10.18 Second Amended and Restated Credit Agreement, dated as of March 29, 2019, by and among FLIR Systems, Inc., certain subsidiaries of FLIR Systems, Inc., as designated borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as co-syndication agents, Citibank, N.A. and MUFG Union Bank, N.A., as co-documentation agents, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 1, 2019 (File Number 000-21918)). 10.19 Form of Change in Control Severance Benefit Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 22, 2019 (File Number 000-21918)).(1) 10.20 Form of Executive Severance Benefit Plan (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on October 22, 2019 (File Number 000-21918)).(1) 10.21 Form of Indemnification Agreement for Directors and Executive Officers (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 6, 2020 (File Number 000-21918)).(1) 10.22 Military Advisory Board Chairmanship Letter Agreement dated December 28, 2020, between FLIR Systems, Inc. and General William W. Crouch.(1) 21.1 Subsidiaries of FLIR Systems, Inc. 23.1 Consent of KPMG LLP. 31.1 Principal Executive Officer Certification Pursuant to Sarbanes-Oxley Act of 2002, Section 302. 31.2 Principal Financial 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. 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.