UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2007
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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1-15295
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25-1843385
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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incorporation)
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12333 West Olympic Boulevard
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Los Angeles, California
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90064-1021
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (310) 893-1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition
On January 25, 2007, Teledyne Technologies Incorporated issued a press release with respect to its
fourth quarter 2006 and full year 2006 financial results. That press release is attached hereto as
Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this
Item 2.02 shall in no way be deemed to be filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements for Certain Officers
(a) On January 23, 2007, without amending the previously filed Second Amended and Restated
Employment Agreement dated as of January 24, 2006 between Teledyne and Dr. Robert Mehrabian,
Teledynes Board of Directors asked Dr. Mehrabian to continue to serve as its Chairman,
President and Chief Executive Officer through at least December 31, 2009.
(b) On January 23, 2007, the Personnel and Compensation Committee of Teledynes Board of Directors
took the following actions:
(1) The Committee authorized payment of Annual Incentive Plan (AIP) cash bonus awards to
each of Teledynes Named Executive Officers with respect to the fiscal year ended December
31, 2006. AIP award opportunities are expressed as a percentage of a participants base
salary and are based on the achievement of pre-defined performance measures, with up to
200% of the target award eligible to be paid in the case of significant over-achievement.
The majority of the award is based on Teledynes achievement of certain financial
performance goals, with a smaller portion tied to the achievement of pre-established
individual goals. Generally, 40% of the awards are tied to the achievement of predetermined
levels of operating profit, 25% to the achievement of predetermined levels of revenue, 15%
to the achievement of predetermined levels of accounts receivable and inventory as a
percentage of revenue and 20% to the achievement of specified individual performance
objectives. These predetermined levels may vary by business unit. In addition, a
discretionary adjustment of plus or minus 20% is allowed, although aggregate upward
adjustments will not exceed 5%. AIP awards are generally from a pool equal to 11% of
operating profit, subject to modification by the Committee. No AIP bonus will be earned in
any year unless operating profit is positive, after accruing for bonus payments, and
operating profit, subject in each case to modification by the Committee.
The following table sets forth the current AIP cash bonus payments for the year ended
December 31, 2006, to Teledynes Named Executive Officers. The bonus awards reflect
favorable 2006 operating results over 2005 operating results, the respective executives
performance and other factors, including the exercise of discretion by the Committee:
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Name
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Position
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2006 Bonus
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Robert Mehrabian
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Chairman, President and Chief Executive Officer
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$
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1,200,000
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John T. Kuelbs
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Executive Vice President, General Counsel and Secretary
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$
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398,288
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Dale A. Schnittjer
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Senior Vice President and Chief Financial Officer
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$
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366,951
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James M. Link
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President, Teledyne Brown Engineering, Inc.
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$
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201,800
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Aldo Pichelli
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Senior Vice President and Chief Operating Officer,
Electronics and Communications Segment
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$
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207,767
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(2) The Committee approved the 2007 goals for the Annual Incentive Plan cash bonus
awards to each of Teledynes Named Executive Officers. AIP awards for 2007 are to be based
on the same financial and non-financial measures described above for the fiscal year ended
December 31, 2006.
-2-
For 2007, subject to the performance measures and discretion of the Committee, as noted
above, the Named Executives Officers are eligible for an AIP cash bonus based on the
following percentage of their annual base salary:
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2007 AIP Award
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Eligibility as a %
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Name
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Position
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of Base Salary
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Robert Mehrabian
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Chairman, President and Chief Executive Officer
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80
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John T. Kuelbs
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Executive Vice President, General Counsel and Secretary
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60
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Dale A. Schnittjer
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Senior Vice President and Chief Financial Officer
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60
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James M. Link
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President, Teledyne Brown Engineering, Inc.
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45
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Aldo Pichelli
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Senior Vice President and Chief Operating Officer,
Electronics and Communications Segment
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45
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Item 8.01 Other Events
On January 23, 2007, Teledynes Personnel and Compensation Committee adopted administrative rules
of Teledynes 2002 Stock Incentive Plan related to non-employee director stock compensation. The
administrative rules reserve 200,000 shares of common stock under the 2002 Stock Incentive Plan for
the purpose of granting stock options and common stock to our non-employee directors. The terms of
the administrative rules are identical to Teledynes 1999 Non-Employee Director Stock Compensation
Plan, as amended, and, like the 1999 Non-Employee Director Stock Compensation Plan, the
administrative rules will be implemented by Teledynes Nominating and Governance Committee. The
text of the administrative rules is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit 99.1
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Press Release dated January 25, 2007.
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Exhibit 99.2
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Administrative Rules of the 2002 Stock Incentive Plan Related to Non-Employee
Director Stock Compensation.
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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 hereunto duly authorized.
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TELEDYNE TECHNOLOGIES INCORPORATED
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By:
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/s/ Dale A. Schnittjer
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Dale A. Schnittjer
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Senior Vice President and Chief Financial
Officer
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Dated January 24, 2007
-4-
EXHIBIT INDEX
Description
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Exhibit 99.1
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Press Release dated January 25, 2007.
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Exhibit 99.2
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Administrative Rules of the 2002 Stock Incentive Plan Related to Non-Employee
Director Stock Compensation.
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Exhibit 99.1
(Logo Omitted)
Teledyne Technologies Incorporated
12333 West Olympic Boulevard
Los Angeles, CA 90064-1021
News Release
TELEDYNE TECHNOLOGIES REPORTS
FOURTH QUARTER RESULTS
LOS ANGELES January 25, 2007 Teledyne Technologies Incorporated (NYSE:TDY)
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Revenues increased 26.1% to $391.3 million compared to last year
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Earnings per diluted share increased 10.4% to $0.53 compared to last year
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Full year revenues increased 18.8% to over $1.4 billion
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Full year earnings per diluted share increased 22.2% to $2.26
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Teledyne Technologies today reported fourth quarter 2006 sales of $391.3 million, compared with
sales of $310.4 million for the same period of 2005. Net income for the fourth quarter of 2006 was
$18.9 million ($0.53 per diluted share), compared with net income of $16.6 million ($0.48 per
diluted share) in the fourth quarter of 2005.
With record revenue in the fourth quarter, full year 2006 sales exceeded $1.4 billion, said
Robert Mehrabian, chairman, president and chief executive officer. As many of our end markets
continued to expand, organic growth in the fourth quarter and full year 2006 were 8.4 percent and
8.6 percent, respectively. In addition, full year 2006 earnings per diluted share increased 22.2
percent, the fifth consecutive year of double-digit earnings growth. Through our operational
excellence initiatives, new product development and a number of focused acquisitions, we have
continued to strengthen our core businesses in defense electronics, instrumentation, and government
systems engineering. Furthermore, despite spending $278 million in 2006 on acquisitions and
capital equipment, our balance sheet remains strong.
Full Year 2006
Sales for 2006 were $1,433.2 million, compared with $1,206.5 million for 2005. Net income for 2006
was $80.3 million ($2.26 per diluted share), compared with $64.2 million ($1.85 per diluted share)
for 2005. Net income for 2006 included, pension expense of $15.4 million ($4.9 million after
recovery from certain government contracts), compared with pension expense of $12.7 million ($3.4
million after recovery from certain government contracts) in 2005.
Review of Operations
Electronics and Communications
The Electronics and Communications segments fourth quarter 2006 sales were $254.0 million,
compared with fourth quarter 2005 sales of $188.9 million, an increase of 34.5%. Fourth quarter
2006 operating profit was $30.2 million, compared with operating profit of $22.3 million in the
fourth quarter of 2006, an increase of 35.4%.
The fourth quarter 2006 sales improvement resulted primarily from revenue growth in defense
electronics and electronic instruments. The revenue growth in defense electronics was driven by
increased sales of traveling wave tubes, connectors and other defense microwave products.
Additionally, the fourth quarter included revenue growth from the acquisition of Rockwell
Scientific Company LLC in September 2006, the acquisition of assets of KW Microwave Corporation in
April 2006, and the acquisition of assets of the microwave technical solutions business of Avnet,
Inc. in October 2005. The revenue growth in electronic instruments was driven by recent
acquisitions as well as organic growth. Revenue growth included the acquisition of the majority
interest in Ocean Design, Inc. in August 2006, and Benthos, Inc. in January 2006. Organic growth
reflected significantly increased sales of geophysical sensors for the energy exploration market
and increased sales of instruments for the industrial and environmental monitoring instrumentation
markets. The increase in segment revenue in the fourth quarter of 2006 from acquisitions since the
end of the third quarter of 2005 was $51.1 million. Segment operating profit was favorably
impacted by revenue from acquisitions and organic growth. Segment operating profit was negatively
impacted by $0.5 million of stock option compensation expense in the fourth quarter of 2006
recorded in accordance with the requirements of SFAS No. 123(R), Share Based Payment. The
company adopted the expense provisions of SFAS No. 123(R) in the first quarter of 2006. No stock
option compensation expense was recorded in the fourth quarter of 2005. Pension expense, in
accordance with the pension accounting requirements of SFAS No. 87 and No. 158, was $0.3 million in
the fourth quarter of 2006, compared with $0.1 million in the fourth quarter of 2005. Pension
expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards (CAS) was
$0.3 million in the fourth quarter of 2006 and $0.1 million in the fourth quarter of 2005.
Systems Engineering Solutions
The Systems Engineering Solutions segments fourth quarter 2006 sales were $72.8 million, compared
with fourth quarter 2005 sales of $62.7 million, an increase of 16.1%. Fourth quarter 2006
operating profit was $6.0 million, compared with operating profit of $6.2 million for the fourth
quarter of 2005, a decrease of 3.2%.
Fourth quarter 2006 sales, compared with the same period of 2005, reflected revenue growth in
aerospace and defense programs and included $3.7 million in revenue from the acquisition of
CollaborX, Inc. in August 2006. Operating profit in the fourth quarter of 2006, compared with the
same period of 2005, reflected the impact of higher segment revenue, offset by lower margins in
certain defense programs, increased subcontract work which carries lower margins and amortization
expenses associated with the acquisition of CollaborX, Inc. Segment operating profit was impacted
by $0.1 million of stock option compensation expense in the fourth quarter of 2006 compared with no
stock option compensation expense in the fourth quarter of 2005. Segment operating profit also
included pension expense under SFAS No. 87 and No. 158, of $2.4 million in the fourth quarter of
2006, compared with $2.6 million of pension expense in the fourth quarter of
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2005. Pension expense allocated to contracts pursuant to CAS was $2.2 million in the fourth
quarter of 2006 compared with $2.1 million in the fourth quarter of 2005.
Aerospace Engines and Components
The Aerospace Engines and Components segments fourth quarter 2006 sales were $57.2 million,
compared with fourth quarter 2005 sales of $51.5 million, an increase of 11.1%. The fourth quarter
2006 operating profit was $5.9 million, compared with operating profit of $3.7 million in the
fourth quarter of 2005, an increase of 59.5%.
The higher fourth quarter 2006 sales, compared with the same period of 2005, resulted primarily
from higher aftermarket engine and spare part sales. Segment operating profit for the fourth
quarter of 2006, compared with the fourth quarter of 2005, reflected the impact of higher sales and
improved operating performance, as well as a favorable mix of higher margin sales in the military
turbine engine business. Segment operating profit was impacted by $0.2 million of stock option
compensation expense in the fourth quarter of 2006 compared with no stock option compensation
expense in the fourth quarter of 2005. Segment operating profit also included pension expense,
under SFAS No. 87 and No. 158, of $0.3 million in the fourth quarter of 2006 compared with $0.2
million in the fourth quarter of 2005.
Energy Systems
The Energy Systems segments fourth quarter 2006 sales and fourth quarter 2005 sales were $7.3
million. Operating profit was $0.1 million for the fourth quarter of 2006, compared with operating
profit of $0.2 million in the fourth quarter of 2005, a decrease of 50.0%.
Fourth quarter 2006 sales, compared with the fourth quarter of 2005, primarily reflected higher
commercial hydrogen generator sales offset by lower government sales. Segment operating profit was
impacted by $0.1 million of stock option compensation expense in the fourth quarter of 2006
compared with no stock option compensation expense in the fourth quarter of 2005. Segment
operating profit also included pension expense, under SFAS No. 87 and No. 158, of $0.1 million for
both the fourth quarter of 2006 and the fourth quarter of 2005. Pension expense allocated to
contracts pursuant to CAS was $0.1 million in the fourth quarter of 2006 compared with no pension
expense in the fourth quarter of 2005.
Additional Financial Information
Cash Flow
Cash provided by operating activities was $15.9 million for the fourth quarter 2006, compared with
$32.2 million for the fourth quarter of 2005. The lower cash provided by operating activities in
2006, compared with 2005, was primarily due to higher income tax payments, greater working capital
requirements and higher pension payments, partially offset by operating cash flow from
acquisitions. In accordance with SFAS No. 123(R), excess tax benefits for stock-based compensation
of $0.8 million, in the fourth quarter of 2006, are now classified as a financing cash flow instead
of an operating cash flow as in prior years. In the fourth quarter of 2005, cash flow from
operations included $0.4 million in excess tax benefits related to stock-based compensation. Free
cash flow (cash from operating activities less capital expenditures) was $5.8 million for the
fourth quarter of 2006, compared with free cash flow of $24.7 million for the same period of 2005.
At December 31, 2006, total debt was $235.8 million, which includes $226.9 million drawn on
available credit lines, as well as other debt and capital lease obligations. Cash and cash
equivalents were $13.0 million at December 31, 2006. The company also received $1.2 million from
the exercise of employee stock options in the fourth quarter of 2006, compared with $1.4 million
for
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the fourth quarter of 2005. Capital expenditures for the fourth quarter of 2006 were $10.1
million, compared with $7.5 million for the fourth quarter of 2005. Depreciation and amortization
expense for the fourth quarter of 2006 was $11.1 million, compared with $7.1 million for the fourth
quarter of 2005. Depreciation and amortization expense was $32.0 million for full year 2006 and
$25.6 million for full year 2005.
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Free Cash Flow(a)
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Fourth
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Fourth
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Total
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Total
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Quarter
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Quarter
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Year
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Year
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(in millions, brackets indicate use of funds)
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2006
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2005
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2006
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2005
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Cash provided by operating activities
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$
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15.9
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$
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32.2
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$
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78.4
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$
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92.3
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Capital expenditures for property, plant and equipment
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(10.1
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(7.5
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(26.4
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(19.8
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Free cash flow
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$
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5.8
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$
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24.7
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$
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52.0
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$
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72.5
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(a)
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The company defines free cash flow as cash provided by operating activities (a
measure prescribed by generally accepted accounting principles) less capital
expenditures for property, plant and equipment. The company believes that this
supplemental non-GAAP information is useful to assist management and the investment
community in analyzing the companys ability to generate cash flow.
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Pension
Pension expense was $3.2 million for both the fourth quarters of 2006 and 2005, in accordance with
the pension accounting requirements of SFAS No. 87 and No. 158. Pension expense allocated to
contracts pursuant to CAS was $2.6 million for the fourth quarter of 2006 compared with $2.3
million for the fourth quarter of 2005. Pension expense determined allowable under CAS can
generally be recovered through the pricing of products and services sold to the U.S. Government.
Income Taxes
The effective tax rate for the fourth quarter of 2006 was 35.3% compared with 37.8% for the fourth
quarter of 2005. The total year effective tax rate was 34.0% compared with an effective tax rate
of 37.6% in 2005. The total year effective tax rate for 2006 reflects the impact of the reversal
of income tax contingency reserves of $3.3 million during the third quarter. These reserves were
determined to be no longer needed due to the expiration of applicable statutes of limitations.
Stock Option Compensation Expense
Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) using the modified
prospective method and began recording stock option compensation expense. Stock option
compensation expense is recorded on a straight line basis over the appropriate vesting period,
generally three years. For the fourth quarter of 2006, the company recorded a total of $1.5
million ($0.02 per diluted share) in stock option expense related to stock options granted after
the adoption of SFAS No. 123(R) and for stock options which were not vested by the date of adoption
of SFAS No. 123(R). Of this amount, $0.6 million was recorded as corporate expense and $0.9
million was recorded in the operating segment results. No compensation expense related to stock
options was recorded in 2005 or in prior years. For total year 2006, the company recorded a total
of $5.9 million ($0.10 per diluted share) in stock option expense. Of this amount, $2.2 million
was recorded as corporate expense and $3.7 million was recorded in the operating segment results.
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Other
Interest expense, net of interest income, was $3.8 million for the fourth quarter of 2006, compared
with $0.9 million for the fourth quarter of 2005, and primarily reflected higher outstanding debt
levels due to acquisitions and higher average interest rates in the fourth quarter of 2006 compared
with the fourth quarter of 2005. Corporate expense was $9.0 million for the fourth quarter of
2006, compared with $5.4 million the fourth quarter of 2005, and reflected higher compensation
costs, including stock option compensation expense, and higher professional fee expenses.
Outlook
Based on its current outlook, the companys management believes that first quarter 2007 earnings
per diluted share will be in the range of approximately $0.47 to $0.51. The full year 2007
earnings per diluted share outlook is expected to be in the range of approximately $2.33 to $2.38.
The companys estimated effective income tax rate for 2007 is expected to be 35.6%, and reflects
the anticipated receipt of tax credits ranging from $2.8 million to $3.8 million (or $0.08 to $0.10
per diluted share) in the third quarter of 2007.
The companys 2007 outlook reflects anticipated sales growth in its defense electronics and
instrumentation businesses, due primarily to the contribution of the acquisitions completed in
2006. The companys first quarter and full year 2007 earnings per diluted share outlook reflects
an anticipated increase in expenses, such as intangible asset amortization, as a result of the
acquisitions completed in 2006. In addition, sales of geophysical sensors are currently expected
to decline in 2007, compared with 2006, especially in the first half of the year.
The full year 2007 earnings outlook includes approximately $12.2 million in pension expense under
SFAS No. 87 and No. 158, or $2.0 million in net pension expense after recovery of allowable pension
costs from our CAS covered government contracts. Full year 2006 earnings included $15.4 million in
pension expense under SFAS No. 87 and No. 158, or $4.9 million in net pension expense after
recovery of allowable pension costs from our CAS covered government contracts. The decrease in
full year 2007 pension expense reflects pension contributions made in 2006, the impact of favorable
market returns on plan assets and changes to the companys pension assets and liabilities resulting
from the merger of the Rockwell Scientific Company LLC pension plan with the Teledyne Technologies
pension plan following the acquisition of Rockwell Scientific Company LLC.
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The companys 2007 earnings outlook also reflects $6.7 million ($0.12 per diluted share) in stock
option compensation expense based on the fair value of stock options granted after the adoption of
SFAS No. 123(R) and stock options which were not vested by the date of adoption of SFAS No. 123(R),
as well as current assumptions regarding the estimated fair value of expected stock option grants
during the year. The companys 2006 earnings included $5.9 million ($0.10 per diluted share) in
stock option compensation expense.
EARNINGS PER SHARE SUMMARY (a)
(Diluted earnings per common share from continuing operations)
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2007 Full Year Outlook
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2006
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2005
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Low
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High
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Actual
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Actual
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Earnings per share (excluding net pension
expense, stock option expense and income
tax benefit)
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$
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2.41
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$
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2.44
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$
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2.36
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$
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1.91
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Pension expense SFAS No. 87 and No. 158
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(0.22
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(0.22
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(0.27
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(0.23
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Pension expense CAS (b)
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0.18
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0.18
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0.18
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0.17
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Earnings per share (excluding stock
option expense and income tax benefit)
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2.37
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2.40
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2.27
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1.85
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Stock option expense (c)
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(0.12
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(0.12
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(0.10
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Income tax benefit (d)
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0.08
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0.10
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0.09
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Earnings per share GAAP
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$
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2.33
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$
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2.38
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$
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2.26
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$
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1.85
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(a)
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The company believes that this supplemental non-GAAP information is useful to assist
management and the investment community in analyzing the financial results and trends of
ongoing operations. The table facilitates comparisons with prior periods and reflects a
measurement management uses to analyze financial performance.
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(b)
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Pension expense determined allowable under CAS can generally be recovered through the
pricing of products and services sold to the U.S. Government.
|
|
|
|
(c)
|
|
Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) and
began recording stock option compensation expense. No compensation expense related to
stock options was recorded in 2005 or in prior years.
|
|
|
|
(d)
|
|
Fiscal year 2006 included the reversal of income tax contingency reserves of $3.3
million. These reserves were determined to be no longer needed due to the expiration of
applicable statutes of limitations.
|
Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995, relating to earnings, growth opportunities, product sales, pension
matters, stock option compensation expense and strategic plans. All statements made in this press
release that are not historical in nature should be considered forward-looking. Actual results
could differ materially from these forward-looking statements. Many factors, including changes in
demand for products sold to the semiconductor, defense electronics, communications, commercial
aviation, instrumentation and energy exploration markets, funding, continuation and award of
government programs, continued liquidity of our customers (including commercial aviation customers)
and economic and political conditions, could change the anticipated results. In addition,
financial market fluctuations affect the value of the companys pension assets.
Global responses to terrorism and other perceived threats increase uncertainties associated with
forward-looking statements about our businesses. Various responses to terrorism and
perceived threats could realign government programs and affect the composition, funding or timing
of our programs. Flight restrictions would negatively impact the market for general aviation
aircraft piston engines and components. Recent changes in the leadership of the U.S. Congress could
-6-
result, over time, in reductions in defense spending and further changes in programs in which the company
participates.
The company continues to take action to assure compliance with the internal controls, disclosure
controls and other requirements of the Sarbanes-Oxley Act of 2002. While the company believes its
control systems are effective, there are inherent limitations in all control systems, and
misstatements due to error or fraud may occur and not be detected.
Teledyne Technologies growth strategy includes possible acquisitions. The company cannot provide
any assurance as to when, if or on what terms any other acquisitions will be made. Acquisitions
involve various inherent risks, such as, among others, our ability to integrate acquired businesses
and to achieve identified financial and operating synergies.
Additional information concerning factors that could cause actual results to differ materially from
those projected in the forward-looking statements is contained in Teledyne Technologies periodic
filings with the Securities and Exchange Commission, including its 2005 Annual Report on Form 10-K
and its Quarterly Reports on Form 10-Q. The company assumes no duty to update forward-looking
statements.
A live webcast of Teledyne Technologies fourth quarter earnings conference call will be held at
11:00 a.m. (Eastern) on Thursday, January 25, 2007. To access the call, go to
www.companyboardroom.com or www.teledyne.com approximately ten minutes before the scheduled start
time. A replay will also be available for one month at these same sites starting at 12:00 p.m.
(Eastern) on Thursday, January 25, 2007.
|
|
|
|
|
Investor Contact:
|
|
Jason VanWees
|
|
|
|
(310) 893-1642
|
|
|
|
(805) 373-4542 after February 2, 2007
|
|
Media Contact:
|
|
|
|
|
|
Robyn McGowan
|
|
|
|
(310) 893-1640
|
|
|
|
(805) 373-4540 after February 2, 2007
|
###
|
-7-
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND FISCAL YEAR ENDED
DECEMBER 31, 2006 AND JANUARY 1, 2006
(Unaudited, except total year 2005 In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
|
|
|
Fourth
|
|
|
Total
|
|
|
Total
|
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Year
|
|
|
Year
|
|
|
|
|
2006(a)
|
|
|
2005
|
|
|
2006(a)
|
|
|
2005
|
|
|
Net sales
|
|
$
|
391.3
|
|
|
$
|
310.4
|
|
|
$
|
1,433.2
|
|
|
$
|
1,206.5
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of sales
|
|
|
276.7
|
|
|
|
222.6
|
|
|
|
1,020.2
|
|
|
|
869.6
|
|
|
Selling, general and administrative expenses
|
|
|
81.4
|
|
|
|
60.8
|
|
|
|
287.9
|
|
|
|
236.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
358.1
|
|
|
|
283.4
|
|
|
|
1,308.1
|
|
|
|
1,105.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before other income and (expense) and taxes
|
|
|
33.2
|
|
|
|
27.0
|
|
|
|
125.1
|
|
|
|
100.7
|
|
|
Other income (expense) (b)
|
|
|
(0.3
|
)
|
|
|
0.6
|
|
|
|
4.0
|
|
|
|
5.8
|
|
|
Interest expense, net
|
|
|
(3.8
|
)
|
|
|
(0.9
|
)
|
|
|
(7.4
|
)
|
|
|
(3.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
29.1
|
|
|
|
26.7
|
|
|
|
121.7
|
|
|
|
103.0
|
|
|
Provision for income taxes (c)
|
|
|
10.2
|
|
|
|
10.1
|
|
|
|
41.4
|
|
|
|
38.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
18.9
|
|
|
$
|
16.6
|
|
|
$
|
80.3
|
|
|
$
|
64.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$
|
0.53
|
|
|
$
|
0.48
|
|
|
$
|
2.26
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average diluted common shares outstanding
|
|
|
35.8
|
|
|
|
34.9
|
|
|
|
35.5
|
|
|
|
34.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Effective January 2, 2006, the company adopted the provisions of SFAS No.
123(R) and began recording stock option compensation expense and recorded $1.5
million of compensation expense in the fourth quarter of 2006. The company recorded
$5.9 million of stock option compensation expense for fiscal year 2006. No
compensation expense related to stock options was recorded in 2005 or in prior years.
|
|
|
|
(b)
|
|
Fiscal years 2006 and 2005, include the receipt of $2.5 million and $5.0
million, respectively, pursuant to an agreement with Honda Motor Co., Ltd. related to
the piston engine business. The $2.5 million for 2006 was received in the first
quarter while $2.5 million was received in both the first and third quarters of 2005.
No further payments will be received under this agreement.
|
|
|
|
(c)
|
|
Fiscal year 2006 includes the reversal of income tax contingency reserves of
$3.3 million in the third quarter. These reserves were determined to be no longer
needed due to the expiration of applicable statutes of limitations.
|
-8-
TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE THREE MONTHS AND FISCAL YEAR ENDED
DECEMBER 31, 2006 AND JANUARY 1, 2006
(Unaudited In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
|
|
|
Fourth
|
|
|
|
|
|
|
Total
|
|
|
Total
|
|
|
|
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
|
|
|
Year
|
|
|
Year
|
|
|
|
|
|
|
|
2006(a)
|
|
|
2005
|
|
|
% Change
|
|
|
2006(a)
|
|
|
2005
|
|
|
% Change
|
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics and Communications
|
|
$
|
254.0
|
|
|
$
|
188.9
|
|
|
|
34.5
|
%
|
|
$
|
899.4
|
|
|
$
|
717.8
|
|
|
|
25.3
|
%
|
|
Systems Engineering Solutions
|
|
|
72.8
|
|
|
|
62.7
|
|
|
|
16.1
|
%
|
|
|
283.0
|
|
|
|
263.7
|
|
|
|
7.3
|
%
|
|
Aerospace Engines and Components
|
|
|
57.2
|
|
|
|
51.5
|
|
|
|
11.1
|
%
|
|
|
223.9
|
|
|
|
196.6
|
|
|
|
13.9
|
%
|
|
Energy Systems
|
|
|
7.3
|
|
|
|
7.3
|
|
|
|
|
%
|
|
|
26.9
|
|
|
|
28.4
|
|
|
|
(5.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
391.3
|
|
|
$
|
310.4
|
|
|
|
26.1
|
%
|
|
$
|
1,433.2
|
|
|
$
|
1,206.5
|
|
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit and other segment
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics and Communications
|
|
$
|
30.2
|
|
|
$
|
22.3
|
|
|
|
35.4
|
%
|
|
$
|
109.3
|
|
|
$
|
84.0
|
|
|
|
30.1
|
%
|
|
Systems Engineering Solutions
|
|
|
6.0
|
|
|
|
6.2
|
|
|
|
(3.2
|
)%
|
|
|
24.5
|
|
|
|
27.5
|
|
|
|
(10.9
|
)%
|
|
Aerospace Engines and Components (b)
|
|
|
5.9
|
|
|
|
3.7
|
|
|
|
59.5
|
%
|
|
|
20.5
|
|
|
|
13.5
|
|
|
|
51.9
|
%
|
|
Energy Systems
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
(50.0
|
)%
|
|
|
1.0
|
|
|
|
1.6
|
|
|
|
(37.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating profit and other
segment income
|
|
$
|
42.2
|
|
|
$
|
32.4
|
|
|
|
30.2
|
%
|
|
$
|
155.3
|
|
|
$
|
126.6
|
|
|
|
22.7
|
%
|
|
Corporate expense
|
|
|
(9.0
|
)
|
|
|
(5.4
|
)
|
|
|
66.7
|
%
|
|
|
(27.7
|
)
|
|
|
(20.9
|
)
|
|
|
32.5
|
%
|
|
Other income, net
|
|
|
(0.3
|
)
|
|
|
0.6
|
|
|
|
*
|
|
|
|
1.5
|
|
|
|
0.8
|
|
|
|
87.5
|
%
|
|
Interest expense, net
|
|
|
(3.8
|
)
|
|
|
(0.9
|
)
|
|
|
322.2
|
%
|
|
|
(7.4
|
)
|
|
|
(3.5
|
)
|
|
|
111.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
29.1
|
|
|
|
26.7
|
|
|
|
9.0
|
%
|
|
|
121.7
|
|
|
|
103.0
|
|
|
|
18.2
|
%
|
|
Provision for income taxes(c)
|
|
|
10.2
|
|
|
|
10.1
|
|
|
|
1.0
|
%
|
|
|
41.4
|
|
|
|
38.8
|
|
|
|
6.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
18.9
|
|
|
$
|
16.6
|
|
|
|
13.9
|
%
|
|
$
|
80.3
|
|
|
$
|
64.2
|
|
|
|
25.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) and began
recording stock option compensation expense and recorded $1.5 million of compensation expense
the fourth quarter of 2006. Of this amount, $0.6 million was recorded as corporate expense
and $0.9 million was recorded in the operating segment results. The company recorded $5.9
million of stock option compensation expense for fiscal year 2006. Of this amount, $2.2
million was recorded as corporate expense and $3.7 million was recorded in the operating
segment results. No compensation expense related to stock options was recorded in 2005.
|
|
|
|
(b)
|
|
Fiscal years 2006 and 2005, include the receipt of $2.5 million and $5.0 million,
respectively pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine
business. The $2.5 million for 2006 was received in the first quarter while $2.5 million was
received in both the first and third quarters of 2005. No further payments will be received
under this agreement.
|
|
|
|
(c)
|
|
Fiscal year 2006 includes the reversal of income tax contingency reserves of $3.3
million in the third quarter. These reserves were determined to be no longer needed due
to the expiration of applicable statutes of limitations.
|
|
|
|
|
|
* not meaningful
|
-9-
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
DECEMBER 31, 2006 AND JANUARY 1, 2006
(Current period unaudited In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
January 1,
|
|
|
|
|
2006
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
13.0
|
|
|
$
|
9.3
|
|
|
Accounts receivable, net
|
|
|
226.1
|
|
|
|
167.6
|
|
|
Inventories, net
|
|
|
156.1
|
|
|
|
117.3
|
|
|
Deferred income taxes, net
|
|
|
34.4
|
|
|
|
25.4
|
|
|
Prepaid expenses and other assets
|
|
|
17.5
|
|
|
|
11.9
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
447.1
|
|
|
|
331.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
164.9
|
|
|
|
96.7
|
|
|
Deferred income taxes, net
|
|
|
38.2
|
|
|
|
42.9
|
|
|
Goodwill and acquired intangible assets, net
|
|
|
382.5
|
|
|
|
230.6
|
|
|
Other assets, net
|
|
|
26.8
|
|
|
|
26.5
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,059.5
|
|
|
$
|
728.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
93.7
|
|
|
$
|
76.2
|
|
|
Accrued liabilities
|
|
|
128.1
|
|
|
|
101.1
|
|
|
Current portion of long-term debt and capital lease
|
|
|
5.1
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
226.9
|
|
|
|
177.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligation
|
|
|
230.7
|
|
|
|
47.0
|
|
|
Other long-term liabilities
|
|
|
169.1
|
|
|
|
177.7
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
626.7
|
|
|
|
402.2
|
|
|
Total stockholders equity
|
|
|
432.8
|
|
|
|
326.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,059.5
|
|
|
$
|
728.2
|
|
|
|
|
|
|
|
|
|
-10-
Exhibit 99.2
TELEDYNE TECHNOLOGIES INCORPORATED
ADMINISTRATIVE RULES OF THE 2002 STOCK INCENTIVE PLAN RELATED TO
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION
(As of January 23, 2007)
ARTICLE I.
GENERAL
1.1.
Purpose
. The terms of the Companys 2002 Stock Incentive Plan shall be
applied in accordance with the following Rules for the purpose of providing an opportunity for
Non-Employee Directors to elect to receive Stock Options and/or Common Stock in lieu of Directors
Retainer Fee Payments and Meeting Fees, the automatic payment of a portion of the Directors
Retainer Fee Payment in the form of Common Stock to those Non-Employee Directors not electing to
receive such portion in the form of Stock Options and/or Common Stock and granting each
Non-Employee Director annually an option covering 4,000 shares of Common Stock. It is the purpose
of these Rules to promote the interests of the Company and its stockholders by attracting,
retaining and providing an incentive to Non-Employee Directors through the acquisition of a
proprietary interest in the Company and an increased personal interest in its performance. It is
recognized that Non-Employee Directors dedicate time and provide significant and valuable services
to the Company, its subsidiaries and its stockholders.
1.2.
Adoption and Term
. These Rules have been approved by the Personnel and
Compensation Committee of the Board and shall become effective as of the Effective Date (as
hereinafter defined). These Rules shall terminate without further action upon the earlier of (a)
the tenth anniversary of the effective date of the Companys 1999 Non-Employee Director Stock
Compensation Plan (as amended, the 1999 Non-Employee Director Plan), and (b) the first date upon
which no shares of Common Stock remain available for issuance under these Rules.
1.3.
Definitions
. As used herein the following terms have the following meanings:
(a) Annual Options means the Stock Options issuable under Section 4.4(a) of these Rules.
(b) Board means the Board of Directors of the Company.
(c) Code means the Internal Revenue Code of 1986, as amended. References to a section of
the Code shall include that section and any comparable section or sections of any future
legislation that amends, supplements or supersedes said section.
(d) Committee means the Nominating and Governance Committee of the Board.
(e) Common Stock means the common stock, par value $0.01 per share, of the Company.
(f) Company means Teledyne Technologies Incorporated, a Delaware corporation, and any
successor thereto.
(g) Compensation Year means each calendar year or portion thereof during which these
Rules are in effect.
(h) Director means a member of the Board.
(i) Directors Retainer Fee Payment means the dollar value of that portion of the annual
retainer fee payable by the Company to a Non-Employee Director for serving as a Director
and for serving as the chair of the Board or any committee of the Board as of a particular
Payment Date, as established by the Board and in effect from time to time.
(j) Effective Date means the date these Rules are approved and adopted by the Personnel
and Compensation Committee of the Board.
(k) Employee means any employee of the Company or an affiliate.
(l) Exchange Act means the Securities Exchange Act of 1934, as amended. References to a
section of the Exchange Act or rule promulgated thereunder shall include that section or
rule and any comparable section(s) or rule(s) of any future legislation or rulemaking that
amends, supplements or supersedes said section or rule.
(m) Fair Market Value means, as of any given date, the average of the high and low
trading prices of the Common Stock on such date as reported on the New York Stock Exchange,
or, if the Common Stock is not then traded on the New York Stock Exchange, on such other
national securities exchange on which the Common Stock is admitted to trade, or, if none,
on the National Association of Securities Dealers Automated Quotation System if the Common
Stock is admitted for quotation thereon; provided, however, if there were no sales reported
as of such date, Fair Market Value shall be computed as of the last date preceding such
date on which a sale was reported; provided, further, that if any such exchange or
quotation system is closed on any day on which Fair Market Value is to be determined, Fair
Market Value shall be determined as of the first date immediately preceding such date on
which such exchange or quotation system was open for trading.
(n) Non-Employee Director means a Director who is not an Employee.
(o) Non-Employee Director Notice means a written notice delivered in accordance with
Section 4.2.
(p) Payment Date means the first business day of January and July of each Compensation
Year on which the Directors Retainer Fee Payment for serving as a Director is paid by the
Company and the first business day of January of each
2
Compensation Year on which the Directors Retainer Fee Payment for serving as the chair of
the Board or any committee of the Board is paid by the Company.
(q) Plan means the Teledyne Technologies Incorporated 2002 Stock Incentive Plan, as it
may hereafter be amended from time to time.
(r) Retainer Fee Options means the Stock Options issuable under Section 4.3 of these
Rules.
(s) Rules means these administrative rules under the Teledyne Technologies Incorporated
2002 Stock Incentive Plan, as they may hereafter be amended from time to time.
(t) Stock Options means options to purchase shares of Common Stock of the Company
issuable hereunder.
1.4.
Shares Subject to these Rules
. The shares to be offered under the Plan pursuant
to these Rules shall consist of the Companys authorized but unissued Common Stock or treasury
shares that are available to be offered under the Plan and, subject to adjustment as p