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Delaware
(State or other jurisdiction of incorporation) |
1-15295
(Commission File Number) |
25-1843385
(I.R.S. Employer Identification No.) |
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12333 West Olympic Boulevard
Los Angeles, California (Address of principal executive offices) |
90064-1021
(Zip Code) |
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o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b)) | ||
| o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) | ||
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 2.02 Results of Operations and Financial Condition | ||||||||
| Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| Exhibit 10.1 | ||||||||
| Exhibit 99.1 | ||||||||
| Exhibit 99.2 | ||||||||
| (b) | Effective July 26, 2005, Diane C. Creel resigned from the Board of Directors of Teledyne Technologies due to outstanding personal commitments and scheduling conflicts. A copy of the Press Release announcing her resignation is filed as Exhibit 99.2 to this Form 8-K. In accordance with its By-laws, in light of Ms. Creels resignation, the Board reduced the number of directors to eight. Director Michael T. Smith succeeded Ms. Creel as Chair of the Companys Nominating and Governance Committee. |
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TELEDYNE TECHNOLOGIES INCORPORATED
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| By: | /s/ Dale A. Schnittjer | |||
| Dale A. Schnittjer | ||||
| Vice President and Chief Financial Officer | ||||
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Cash Compensation*
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Annual Retainer Fee
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$40,000 | |
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(paid semi-annually)
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Board Meeting Fee
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$1,500 | |
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Committee Meeting Fee
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$1,500 = Audit Committee | |
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$1,500 = Personnel and Compensation Committee | |
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$1,500 = Nominating and Governance Committee | |
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Chair Annual Retainer Fee
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$7,000 = Audit Committee | |
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$4,000 = Personnel and Compensation Committee | |
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$4,000 = Nominating and Governance Committee | |
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Option Grant
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Annual Option Award
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4,000 shares | |
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Initial Board Option Award
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2,000 shares | |
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(election other than Annual Meeting)
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| | Revenues of $303.3 million increased 27.0% compared to last year | ||
| | Year-over-year organic revenue growth of 14.4% | ||
| | Earnings per share of $0.47 increased 56.7% compared to last year | ||
| | Raising 2005 earnings per share outlook |
| (a) | The company defines free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures. Free cash flow provides supplemental information to assist management and the investment community in analyzing the companys ability to generate cash flow. |
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) No. 123R, Share Based Payment (SFAS No. 123R) that will require
compensation costs related to share-based payment transactions to be recognized in the financial
statements. SFAS No. 123R must be adopted in the first quarter of 2006, however, early adoption is
allowed. If the company had elected to adopt SFAS No. 123R in the third quarter of 2005, stock
option expense was expected to have reduced pretax earnings by $2.6 million ($0.05 per share) in
the second half of 2005. The company currently plans to adopt SFAS No. 123R in the first quarter
of 2006. As a result, the current 2005 earnings per share outlook has been revised to exclude
$0.05 per share in stock option expense.
(Diluted earnings per common share from continuing operations)
2005 Full Year Outlook
2004 Results
2003 Results
Low
High
Actual
Actual
$
$
1.73
$
1.77
$
1.39
0.97
(0.23
)
(0.23
)
(0.16
)
(0.13
)
0.17
0.17
0.01
1.67
1.71
1.24
0.84
0.07
$
1.67
$
1.71
$
1.24
$
0.91
(a)
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.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JULY 3, 2005 AND JUNE 27, 2004
(Unaudited In millions, except per share amounts)
Second
Second
Six
Six
Quarter
Quarter
Months
Months
2005
2004
2005
2004
$
303.3
$
238.9
$
600.8
$
458.5
220.0
178.3
434.5
346.6
56.6
43.9
116.0
85.6
276.6
222.2
550.5
432.2
26.7
16.7
50.3
26.3
0.1
2.5
0.3
(0.9
)
(0.3
)
(1.7
)
(0.4
)
25.8
16.5
51.1
26.2
9.7
6.6
19.2
10.4
$
16.1
$
9.9
$
31.9
$
15.8
$
0.47
$
0.30
$
0.93
$
0.48
34.5
33.2
34.5
33.2
(a)
The first six months of 2005 includes the first quarter receipt of $2.5 million
pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine
business.
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE THREE AND SIX MONTHS ENDED JULY 3, 2005 AND JUNE 27, 2004
(Unaudited In millions)
Second
Second
Six
Six
Quarter
Quarter
Months
Months
2005
2004
2005
2004
$
176.5
$
134.6
$
350.0
$
251.0
66.2
57.6
136.7
112.2
53.0
41.3
99.4
84.2
7.6
5.4
14.7
11.1
$
303.3
$
238.9
$
600.8
$
458.5
$
20.8
$
14.2
$
40.9
$
22.2
7.0
7.1
14.5
13.2
3.4
(0.9
)
6.7
(1.6
)
0.5
0.2
1.0
0.5
$
31.7
$
20.6
$
63.1
$
34.3
(5.0
)
(3.9
)
(10.3
)
(8.0
)
0.1
0.3
(0.9
)
(0.3
)
(1.7
)
(0.4
)
25.8
16.5
51.1
26.2
9.7
6.6
19.2
10.4
$
16.1
$
9.9
$
31.9
$
15.8
(a)
The first six months of 2005 includes the first quarter receipt of $2.5 million
pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine
business. This amount is included as part of other income on the income statement
table above.
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
JULY 3, 2005 AND JANUARY 2, 2005
(Current period unaudited In millions)
July 3,
January 2,
2005
2005(a)
$
12.3
$
11.4
165.0
141.7
108.9
97.7
29.7
26.8
9.3
9.3
325.2
286.9
95.9
93.3
28.7
28.3
199.9
190.6
27.0
25.7
$
676.7
$
624.8
$
64.6
$
62.3
94.2
97.0
1.0
3.2
159.8
162.5
68.7
74.4
146.2
125.8
374.7
362.7
302.0
262.1
$
676.7
$
624.8
(a)
Certain amounts for the prior year-end have been changed to conform to the 2005
presentation.