TELEDYNE TECHNOLOGIES INC (Form: DEF 14A)

Teledyne Technologies Incorporated
12333 West Olympic Boulevard
Los Angeles, CA 90064-1021

March 18, 2005

Dear Stockholder:

We are pleased to invite you to attend the 2005 Annual Meeting of Stockholders of Teledyne Technologies Incorporated. The meeting will be held on Wednesday, April 27, 2005, beginning at 9:00 a.m. (Pacific Time), at the Company’s offices at 12333 West Olympic Boulevard, Los Angeles, California 90064.

This booklet includes the notice of meeting as well as the Company’s Proxy Statement.

Enclosed with this booklet are the following:


	•	Proxy or voting instruction card (including instructions for telephone and Internet voting).

	•	Proxy or voting instruction card return envelope (postage paid if mailed in the U.S.).

A copy of the Company’s 2004 Annual Report (which contains our Form 10-K) is also included.

Please read the Proxy Statement and vote your shares as soon as possible. We encourage you to take advantage of voting by telephone or Internet as explained on the enclosed proxy or voting instruction card. Or, you may vote by completing, signing and returning your proxy or voting instruction card in the enclosed postage-paid envelope. It is important that you vote, whether you own a few or many shares and whether or not you plan to attend the meeting.

If you are a stockholder of record and plan to attend the meeting, please mark the “WILL ATTEND” box on your proxy card so that you will be included on our admittance list for the meeting.

Thank you for your investment in our Company. We look forward to seeing you at the 2005 Annual Meeting.

Sincerely,

Robert Mehrabian

Chairman, President and

Chief Executive Officer

TELEDYNE TECHNOLOGIES INCORPORATED

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


MEETING DATE:		April 27, 2005
TIME:		9:00 a.m. Pacific Time
PLACE:		Teledyne Technologies Incorporated
		12333 West Olympic Boulevard
		Los Angeles, California 90064-1021
RECORD DATE:		March 7, 2005

AGENDA


	1)	Election of a class of three directors for a three-year term;

	2)	Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal 2005; and

	3)	Transaction of any other business properly brought before the meeting.

STOCKHOLDER LIST

A list of stockholders entitled to vote will be available during business hours for 10 days prior to the meeting at the Company’s executive offices, 12333 West Olympic Boulevard, Los Angeles, California 90064, for examination by any stockholder for any legally valid purpose.

ADMISSION TO THE MEETING

Teledyne’s stockholders or their authorized representatives by proxy may attend the meeting. If you are a stockholder of record and you plan to attend the meeting, please mark the “WILL ATTEND” box on your proxy card so that you will be included on our admittance list for the meeting. If your shares are held through an intermediary, such as a broker or a bank, you should present proof of your ownership at the meeting. Proof of ownership could include a proxy from your bank or broker or a copy of your account statement.

By Order of the Board of Directors,

John T. Kuelbs

Senior Vice President, General Counsel

and Secretary

March 18, 2005

PROXY STATEMENT

TABLE OF CONTENTS


		Page

Voting Procedures			1
Board Composition and Practices			2
Corporate Governance			3
Item 1 on Proxy Card — Election of Directors			5
Committees of our Board of Directors			9
Director Compensation			13
Item 2 on Proxy Card — Ratification of Appointment of Independent Auditor			14
	Fees Billed by Independent Auditor		14
	Audit Committee Pre-Approval Policies		15
	Audit Committee Report		15
Other Business			17
Stock Ownership Information			18
	Section 16(a) Beneficial Ownership Reporting Compliance		18
	Five Percent Owners of Common Stock		18
	Stock Ownership of Management		18
Executive Compensation			20
	2004 Report on Executive Compensation		20
	Summary Compensation Table		29
	Option Grants in Last Fiscal Year		32
	Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values		33
	Teledyne Technologies Performance Share Plan Awards		34
	Teledyne Technologies Restricted Stock Award Program		36
	Pension Plan		39
	Employment/Change in Control Agreements		40
Certain Transactions			41
Cumulative Total Stockholder Return			43
Other Information			44
	Annual Report on Form 10-K		44
	2006 Annual Meeting and Stockholder Proposals		44
	Proxy Solicitation		44
	Electronic Access to Proxy Materials and Annual Report		44
Annex A — Amended and Restated Charter of the Audit Committee			A-1

DEFINED TERMS

In this Proxy Statement, Teledyne Technologies Incorporated is sometimes referred to as the “Company” or “Teledyne”. References to “ATI” mean Allegheny Technologies Incorporated, formerly known as Allegheny Teledyne Incorporated, the company from which we were spun off on November 29, 1999.

PROXY STATEMENT

FOR 2005 ANNUAL MEETING OF STOCKHOLDERS

VOTING PROCEDURES

Who May Vote

If you were a stockholder on the books of the Company at the close of business on March 7, 2005 you may vote at the Annual Meeting. On that day, there were 33,433,734 shares of our Common Stock outstanding.

Each share is entitled to one vote. In order to vote, you must either designate a proxy to vote on your behalf or attend the meeting and vote your shares in person. The Board of Directors requests your proxy so that your shares will count toward determination of the presence of a quorum and your shares can be voted at the meeting.

Methods of Voting

All stockholders of record may vote by transmitting their proxy cards by mail. Stockholders of record can also vote by telephone or Internet. Stockholders who hold their shares through a bank or broker can vote by telephone or Internet if their bank or broker offers those options.


	•	By Mail. Stockholders of record may complete, sign, date and return their proxy cards in the postage-paid envelope provided. If you sign, date and return your proxy card without indicating how you want to vote, your proxy will be voted as recommended by the Board of Directors.

	•	By Telephone or Internet. Stockholders of record may vote by using the toll-free number or Internet website address listed on the proxy card. Please see your proxy card for specific instructions.

Revoking Your Proxy

You may change your mind and revoke your proxy at any time before it is voted at the meeting by:


	•	sending a written notice to the Secretary of the Company for receipt prior to the meeting that you revoke your proxy;

	•	transmitting a proxy dated later than your prior proxy either by mail, telephone or Internet; or

	•	attending the Annual Meeting and voting in person or by proxy (except for shares held in the employee plan).

Voting By Employee Benefit Plan Participants

Participants who hold Common Stock in the Teledyne Technologies Incorporated 401(k) Plan may tell the plan trustee how to vote the shares of Common Stock allocated to their accounts. You may either (1) sign and return the voting instruction card provided by the plan or (2) transmit your instructions by telephone or Internet. If you do not

transmit instructions by 11:59 p.m. (Eastern Time), on April 22, 2005, your shares will not be voted by the plan trustee, except as otherwise required by law.

Voting Shares Held By Brokers, Banks and Other Nominees

If you hold your shares in a broker, bank or other nominee account, you are a “beneficial owner” of Teledyne Common Stock. In order to vote your shares, you must give voting instructions to your bank, broker or other intermediary who is the “nominee holder” of your shares. The Company asks brokers, banks and other nominee holders to obtain voting instructions from the beneficial owners of shares that are registered in the nominee’s name. Proxies that are transmitted by nominee holders on behalf of beneficial owners will count toward a quorum and, except as otherwise provided below, will be voted as instructed by the nominee holder.

Confidential Voting Policy

The Company maintains a policy of keeping stockholder votes confidential.

BOARD COMPOSITION AND PRACTICES

Information and Meetings

The Board of Directors directs the management of the business and affairs of the Company as provided in the Amended and Restated Bylaws of the Company and pursuant to the laws of the State of Delaware. Except for Dr. Robert Mehrabian, our Chairman, President and Chief Executive Officer, the Board is not involved in day-to-day operations. Members of the Board keep informed about the Company’s business through discussions with the senior management and other officers and managers of the Company and its subsidiaries, by reviewing analyses and reports sent to them, and by participating in Board and committee meetings.

The Company encourages, but does not require, that all its directors attend all meetings of the Board of Directors, all committee meetings on which the directors serve and the annual stockholders meeting. In 2004, the Board of Directors held seven meetings and acted five times by unanimous written consent. During 2004, all directors attended at least 75% of the aggregate number of meetings of the Board and the Board committees of which they were members. All of the then serving current directors attended the 2004 Annual Meeting of Stockholders.

Number of Directors

The Board of Directors determines the number of directors, which under our Amended and Restated By-laws must consist of not less than four members and not more than 10 members. The Board has currently fixed the number at nine members, which number was so fixed in connection with the appointment of Simon M. Lorne to the Board on July 27, 2004.

Director Terms

The directors are divided into three classes and the directors in each class serve for a three-year term. The term of one class of directors expires each year at the Annual Meeting of Stockholders. The Board may fill a vacancy by electing a new director to the same class as the director being replaced. The Board may also create a new director position in any class and elect a director to hold the newly created position until the term of the class expires.

Directors’ Retirement Policy

On June 1, 2000, the Company adopted a retirement policy for directors. This policy, as amended, generally requires directors to retire at the Annual Meeting following their 75th birthday. This policy also requires a director to offer to tender his or her resignation if such director has a change in professional status.

Executive Sessions

The non-management directors of the Company meet in executive session without management on a regularly scheduled basis. The Board has not formally designated a lead director. Committee chairs rotate as presiding director in such sessions.

CORPORATE GOVERNANCE

Director Independence

In April 2004, our Nominating and Governance Committee assessed, and our Board of Directors determined, the independence of each director in accordance with the then existing rules of the New York Stock Exchange. After considering such items, including various relationship categories and individual circumstances, the Nominating and Governance Committee, followed by the Board, determined that each member of our Board of Directors did not have any material relationships with the Company and was thus independent, with the exception of Dr. Mehrabian, our Chairman, President and Chief Executive Officer. The relationships considered included: whether the director is a Teledyne employee, amount of Teledyne stock ownership and commercial, industrial, banking, consulting, legal, accounting or auditing, charitable and familial relationships. The Nominating and Governance Committee and the Board also considered the Company’s relationship and the relationship of the director to ATI, from which we were spun-off in November 1999. See “Certain Transactions” at page 41. Our Nominating and Governance Committee and our Board also considered the same items when it appointed Simon M. Lorne to the Board in July 2004. In January 2005, the Company circulated questionnaires to confirm the independence of its non-management directors. In conclusion, after due consideration, our Board has determined that eight of our nine current directors are independent directors. The independent directors by name are: Robert P. Bozzone, Frank V. Cahouet, Diane C. Creel, Charles Crocker, Simon M. Lorne, Paul D. Miller, Charles J. Queenan, Jr., and Michael T. Smith.

The Nominating and Governance Committee, followed by the Board, also determined that each member of our Personnel and Compensation Committee is an “outside director” within the meaning of Rule 162(m) of the Internal Revenue Code.

All of the Board’s standing committees consist only of independent directors.

Corporate Governance and Ethics Guidelines

At the time we first became a public company in 1999, the Company’s Board of Directors adopted many “best practices” in the area of corporate governance, including separate standing committees of the Board for each of audit, nominating and governance and executive compensation matters, charters for each of the committees, and corporate ethics and compliance guidelines. Our ethics and compliance guidelines are published as the Corporate Objectives and Guidelines for Employee Conduct (the “Employee Guidelines”). This code of ethics applies to all our employees, including our principal executive, financial and accounting officers. Our employees receive periodic ethics training and follow-up questionnaires are distributed annually to various personnel in an effort to ensure compliance with these guidelines. It is the Company’s policy not to waive compliance with these guidelines. The Company also has a specialized code of ethics for financial executives that supplements the Employee Guidelines (the “Financial Executives Code”). In addition, we have ethics and compliance guidelines for our service providers.

Our Board of Directors has adopted the Corporate Governance Guidelines (the “Governance Guidelines”). These Governance Guidelines were initially developed by our Nominating and Governance Committee and are reviewed at least annually by such Committee. These Governance Guidelines incorporate practices and policies under which our Board has operated since its inception, in addition to many of the concepts required by the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange. Some of the principal subjects covered by the Governance Guidelines include:


	•	Director qualification standards.

	•	Director responsibilities.

	•	Director access to management and independent advisors.

	•	Director compensation.

	•	Director orientation and continuing education.

	•	Management succession.

	•	Annual performance evaluation of the Board and Committees.

Copies of our Governance Guidelines, our Corporate Objectives and Guidelines for Employee Conduct and our committee charters are available on our website at www.teledyne.com . If at any time you would like to receive a paper copy, free-of-charge, please write to John T. Kuelbs, Senior Vice President, General Counsel and Secretary, Teledyne Technologies Incorporated, 12333 West Olympic Boulevard, Los Angeles, California 90064-1021.

Sarbanes-Oxley Disclosure Committee

In September 2002, the Company formally constituted the Sarbanes-Oxley Disclosure Committee. Current members include: John T. Kuelbs, Senior Vice President, General Counsel and Secretary; Dale A. Schnittjer, Vice President and Chief Financial Officer; Susan L. Main, Vice President and Controller; Ivars R. Blukis, Chief Business Risk Assurance Officer; Robyn E. McGowan, Vice President, Administration and Human Resources and Assistant Secretary; Melanie S. Cibik, Vice President, Associate General Counsel and Assistant Secretary; Shelley D. Green, Treasurer; Brian A. Levan, Director of

External Financial Reporting and Assistant Controller; and Jason VanWees, Director of Corporate Development and Investor Relations. Among its tasks, the Disclosure Committee will discuss and review disclosure issues to help the Company fulfill its disclosure obligations on a timely basis in accordance with SEC rules and regulations and is intended to be used as an additional resource for employees to raise questions regarding accounting, auditing, internal controls and disclosure matters.

Since we became a public company in 1999, the Company has had a confidential Corporate Ethics/ Help Line, where questions or concerns about the Company can be raised confidentially and anonymously. The Ethics/ Help line is available to all of our employees, as well as concerned individuals outside the company. The toll-free help line number is 1-877-666-6968.

The receipt of concerns about the Company’s accounting, internal controls and auditing matters will be reported to the Audit Committee.

Communications with the Board

Our Governance Guidelines provide that any interested parties desiring to communicate with our non-management directors may contact such directors through the Company’s Secretary, John T. Kuelbs, whose address is: Teledyne Technologies Incorporated, 12333 West Olympic Boulevard, Los Angeles, California 90064-1021.

ITEM 1 ON PROXY CARD — ELECTION OF DIRECTORS

The Board of Directors has nominated for election this year the class of three incumbent directors whose terms expire at the 2005 Annual Meeting.

The three-year term of the class of directors nominated and elected this year will expire at the 2008 Annual Meeting. However, as a result of our retirement policy for directors, if Mr. Queenan is re-elected, he will step down at the 2006 Annual Meeting. The Board may grant a waiver to the retirement policy.

The three individuals who receive the highest number of votes cast will be elected. Broker non-votes are not counted as votes cast.

If you sign and return your proxy card, the individuals named as proxies in the card will vote your shares for the election of the three named nominees, unless you provide other instructions. You may withhold authority for the proxies to vote your shares on any or all of the nominees by following the instructions on your proxy card. If a nominee becomes unable to serve, the proxies will vote for a Board-designated substitute or the Board may reduce the number of directors. The Board has no reason to believe that any nominee will be unable to serve.

Background information about the nominees and continuing directors follows.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE THREE NOMINEES.

Nominees — Terms Expire at 2008 Annual Meeting (Class III)

(except as described above)


Robert P. Bozzone Former Chairman of Allegheny Technologies Incorporated Director since 1999 Age: 71		Robert P. Bozzone was Chairman of ATI until May 6, 2004. From December 2000 through June 2001, he was Chairman, President and Chief Executive Officer of ATI. Mr. Bozzone had been Vice Chairman of the Board of ATI since August 1996. He had served as Vice Chairman of Allegheny Ludlum Corporation, a subsidiary of ATI, since August 1994 and previously was President and Chief Executive Officer of Allegheny Ludlum. He is also a director of ATI, Water Pik Technologies, Inc., and Duquesne Light Company. Mr. Bozzone is a member of our Audit Committee and our Personnel and Compensation Committee.

Frank V. Cahouet Retired Chairman and Chief Executive Officer of Mellon Financial Corporation Director since 1999 Age: 72		Frank V. Cahouet served as the Chairman, President and Chief Executive Officer of Mellon Financial Corporation, a bank holding company, and Mellon Bank, N.A., prior to his retirement on December 31, 1998. He is also a director of Avery Dennison Corporation, Korn Ferry International, and Saint- Gobain Corporation. Mr. Cahouet is Chair of our Audit Committee and a member of our Nominating and Governance Committee.

Charles J. Queenan, Jr. Senior Counsel, Kirkpatrick & Lockhart Nicholson Graham LLP Director since 1999 Age: 74		Charles J. Queenan, Jr. is Senior Counsel to Kirkpatrick & Lockhart Nicholson Graham LLP (formerly known as Kirkpatrick & Lockhart LLP), attorneys-at-law. Prior to his retirement on December 31, 1995, he was a partner of that firm. He is also a director of ATI, Water Pik Technologies, Inc., and Crane Co. Mr. Queenan is Chair of our Personnel and Compensation Committee and a member of our Audit Committee.

Continuing Directors — Terms Expire at 2006 Annual Meeting (Class I)


Diane C. Creel Chairwoman, President and Chief Executive Officer of Ecovation Inc. Director since 1999 Age: 56		Diane C. Creel is the Chairwoman, President and Chief Executive Officer of Ecovation Inc. (formerly AnAerobics, Inc.), a waste treatment company. Prior to joining Ecovation Inc. in May 2003, Ms. Creel served as Chief Executive Officer and President of EarthTech. Ms. Creel is also a director of ATI, Goodrich Corporation, Foster Wheeler Inc. and a member of the Boards of the Corporations and Trusts that comprise the Fixed Income Funds of the American Funds Group of Capital Management Corp. Ms. Creel is Chair of our Nominating and Governance Committee and a member of our Personnel and Compensation Committee.

Simon M. Lorne Vice Chairman and Chief Legal Officer of Millennium Partners L.P. Director since 2004 Age: 59		Simon M. Lorne is the Vice Chairman and Chief Legal Officer of Millennium Partners L.P., a hedge fund. From March 1999 to March 2004, Mr. Lorne was a partner with Munger Tolles & Olson, LLP, a law firm whose services Teledyne has from time to time used. Mr. Lorne has also previously served as the Managing Director, with responsibility for Legal Compliance and Internal Audit, of Citigroup/ Salomon Brothers and as the General Counsel at the Securities and Exchange Commission in Washington D.C. Mr. Lorne is also a director of Opsware, Inc., a provider of data center automation software, and currently serves as co-director of Stanford Law School’s Directors College. Mr. Lorne is a member of our Audit Committee and our Nominating and Governance Committee.

Paul D. Miller Chairman of the Board of ATK Director since 2001 Age: 63		Paul D. Miller is the Chairman of the Board of ATK (Alliant Techsystems, Inc.), an advanced weapon and space systems company, until April 1, 2005. From January 1999 until October 2003, he had also been Chief Executive Officer of ATK. Prior to retirement from the U.S. Navy in 1994, Admiral Miller served as Commander-in-Chief, U.S. Atlantic Command and NATO Supreme Allied Commander — Atlantic. He is also a director of Donaldson Company, Inc., a filtration solutions company and Anteon International Corporation, an information technology and systems engineering solutions company. Mr. Miller is a member of our Audit Committee and our Nominating and Governance Committee.

Continuing Directors — Terms Expire at the 2007 Annual Meeting (Class II)


Charles Crocker Chairman and Chief Executive Officer of BEI Technologies, Inc. Director since 2001 Age: 66		Charles Crocker has been Chairman and Chief Executive Officer of BEI Technologies, Inc., a diversified technology company, since March 2000. Mr. Crocker served as Chairman, President and Chief Executive Officer of BEI Electronics from October 1995 to September 1997, at which time he became Chairman, President and Chief Executive Officer of BEI Technologies, Inc. Mr. Crocker serves as a director of Franklin Resources, Inc. and its subsidiary Fiduciary Trust International and Pope & Talbot, Inc. Mr. Crocker is a member of our Personnel and Compensation Committee and our Nominating and Governance Committee.

Robert Mehrabian Chairman, President and Chief Executive Officer of the Company Director since 1999 Age: 63		Robert Mehrabian is the Chairman, President and Chief Executive Officer of the Company. He has been the President and Chief Executive Officer of the Company since its formation in 1999. He became Chairman of the Board on December 14, 2000. Prior to the spin-off of the Company by ATI in November 1999, Dr. Mehrabian was the President and Chief Executive Officer of ATI’s Aerospace and Electronics segment since July 1999 and had served ATI in various senior executive capacities since July 1997. Before joining ATI, Dr. Mehrabian served as President of Carnegie Mellon University. He is also a director of Mellon Financial Corporation and PPG Industries, Inc.

Michael T. Smith Retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation Director since 2001 Age: 61		Michael T. Smith is the retired Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation. He had been elected to those positions in October 1997. Mr. Smith is also a director of Alliant Techsystems Inc., Ingram Micro Corporation, FLIR Systems, Inc and Anteon International Corporation. Mr. Smith is a member of our Personnel and Compensation Committee and our Nominating and Governance Committee.

COMMITTEES OF OUR BOARD OF DIRECTORS

Our Board of Directors has established an Audit Committee, a Nominating and Governance Committee and a Personnel and Compensation Committee. From time to time, our Board of Directors may establish other committees.

Audit Committee

The members of the Audit Committee are:


	Frank V. Cahouet, Chair
	Robert P. Bozzone
	Simon M. Lorne
	Paul D. Miller
	Charles J. Queenan, Jr.

The Audit Committee held nine meetings and acted once by unanimous written consent in 2004.

The primary purpose of the Audit Committee is to assist the Board’s oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualification and the independence of our independent auditor, and the performance of our internal audit function and independent auditor. As provided in its charter, the Audit Committee is directly responsible for the appointment, retention, compensation, oversight, evaluation and termination of the Company’s independent auditor (including resolving disagreements between management and the independent auditor regarding financial reporting). The Audit Committee has been designated as the “qualified legal compliance committee.” In carrying out its responsibilities, the Audit Committee undertakes to do many things, including:


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

	•	Evaluate the performance of the independent auditor.

	•	Receive written periodic reports from the independent auditor delineating all relationships between the independent auditor and the Company.

	•	Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter.

	•	Review the Company’s annual audited financial statements and the report thereon and quarterly unaudited financial statements with the independent auditor and management prior to publication of such statements.

	•	Discuss with management the earnings press releases (including the type of information and presentation of information).

	•	Review major issues regarding accounting principles and financial statement presentations and judgments made in connection with the preparation of the Company’s financial statements.


	•	Meet periodically with management to review the Company’s financial risk exposures and the steps management has taken to monitor and control such exposures.


	•	Review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.

The Audit Committee charter provides that the Company’s senior internal auditing executive reports directly and separately to the Chair of the Audit Committee and the Chief Executive Officer of the Company. As required by the charter, our Audit Committee also has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters. See “Corporate Governance — Sarbanes-Oxley Disclosure Committee” at page 4. A copy of the amended and restated Audit Committee Charter is attached to this Proxy Statement as Annex A.

The Audit Committee meets the size, independence and experience requirements of the New York Stock Exchange, including the enhanced independence requirements for Audit Committee members under Exchange Act Rule 10A-3. The Board of Directors has determined that Frank V. Cahouet is an “audit committee financial expert” within the meaning of the SEC regulations and is “independent” under the New York Stock Exchange listing standards. Our Governance Guidelines provides that no director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. Any such determination must be disclosed in the annual proxy statement. Besides our Audit Committee, each of Admiral Miller and Mr. Queenan simultaneously serves on the audit committee of two other public companies and each of Mr. Lorne, Mr. Cahouet and Mr. Smith simultaneously serves on the audit committee of one other public company.

The report of the Audit Committee is included under “Item 2 on Proxy Card — Ratification of Appointment of Independent Auditor” at page 16.

Nominating and Governance Committee

The members of the Nominating and Governance Committee are:


	Diane C. Creel, Chair
	Frank V. Cahouet
	Charles Crocker
	Simon M. Lorne
	Paul D. Miller
	Michael T. Smith

The Nominating and Governance Committee had four meetings and acted once by unanimous written consent in 2004.

The Nominating and Governance Committee undertakes to:


	•	Identify individuals qualified to become members of the Board of Directors and to make recommendations to the Board of Directors with respect to candidates for nomination for election at the next annual meeting of stockholders or at such other times when candidates surface and, in connection therewith, consider suggestions submitted by stockholders of the Company.


	•	Develop and recommend to the Board of Directors corporate governance guidelines applicable to the Company.

	•	Determine and make recommendations to the Board of Directors with respect to the criteria to be used for selecting new members of the Board of Directors.

	•	Oversee the annual process of evaluation of the performance of the Company’s Board of Directors and committees.

	•	Make recommendations to the Board of Directors concerning the membership of committees of the Board and the chairpersons of the respective committees.

	•	Make recommendations to the Board of Directors with respect to the remuneration paid and benefits provided to members of the Board in connection with their service on the Board or on its committees.

	•	Administer the Company’s formal compensation programs for directors, including the Non-Employee Director Stock Compensation Plan.

	•	Make recommendations to the Board of Directors concerning the composition, organization and operations of the Board of Directors and its committees, including the orientation of new members and the flow of information.

	•	Evaluate Board and committee tenure policies as well as policies covering the retirement or resignation of incumbent directors.

The charter of the Nominating and Governance Committee was last reviewed, amended and restated on December 15, 2004. The members of the Nominating and Governance Committee are “independent” within the meaning of the New York Stock Exchange listing standards.

The Nominating and Governance Committee will consider stockholder recommendations for nominees for director. Any stockholders interested in suggesting a nominee should follow the procedures outlined in “Other Information — 2006 Annual Meeting and Stockholder Proposals” at page 44.

The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating all nominees for directors. The Committee periodically assesses the appropriate size of the Board and whether vacancies on the Board are expected due to retirement, change in professional status or otherwise. Candidates may come to the attention of the Committee through current Board members, members of Teledyne management, stockholders and other persons. The Committee to date has not engaged a professional search firm. These candidates are evaluated at meetings of the Committee and may be considered at any point during the year. As stated in the Governance Guidelines, nominees for director are to be selected on the basis of, among other criteria, experience, knowledge, skills, expertise, integrity, diversity, ability to make analytical inquiries, understanding of or familiarity with the Company’s business products or markets or similar business products or markets, and willingness to devote adequate time and effort to Board responsibilities. The Committee may establish additional criteria and is responsible for assessing the appropriate balance of criteria required of Board members.

Personnel and Compensation Committee

The members of the Personnel and Compensation Committee are:


	Charles J. Queenan, Jr., Chair
	Robert P. Bozzone
	Diane C. Creel
	Charles Crocker
	Michael T. Smith

The Personnel and Compensation Committee held four meetings and acted once by unanimous written consent in 2004.

The Personnel and Compensation Committee’s principal responsibilities include:


	•	Making recommendations to the Board of Directors concerning executive management organization matters generally.

	•	In the area of compensation and benefits, making recommendations to the Board of Directors concerning employees who are also directors of the Company, consulting with the Chief Executive Officer on matters relating to other executive officers, and making recommendations to the Board of Directors concerning policies and procedures relating to executive officers; provided, however, that the Committee shall have full decision-making powers with respect to compensation for executive officers to the extent such compensation is intended to be performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code.

	•	Making recommendations to the Board of Directors regarding all contracts of the Company with any officer for remuneration and benefits (whether in the form of a pension, deferred compensation or otherwise) after termination of regular employment of such officer.

	•	Making recommendations to the Board of Directors concerning policy matters relating to employee benefits and employee benefit plans, including incentive compensation plans and equity based plans.

	•	Administering the Company’s formal incentive compensation programs, including equity based plans.

	•	Serving as “Named Fiduciary” under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) of all “employee benefit plans,” as defined in Section 3(3) of ERISA, (“Benefit Plans”) maintained by the Company with respect to both plan administration and control and management of plan assets.

The Committee shall also perform such additional duties and have such additional responsibilities and functions as the Board of Directors may from time to time determine.

The 2004 report of the Personnel and Compensation Committee as to executive compensation is included under “Executive Compensation” at page 20.

DIRECTOR COMPENSATION

Directors who are not our employees are paid an annual retainer fee of $24,000. Directors are also paid $1,200 for each Board meeting, Audit Committee meeting, and Personnel and Compensation Committee meeting and $1,000 for each Nominating and Governance Committee meeting attended. Each non-employee chair of the Audit Committee and the Personnel and Compensation Committee is paid an annual fee of $3,500. The non-employee chair of the Nominating and Governance Committee is paid an annual fee of $2,500. Directors who are our employees do not receive any compensation for their services on our Board or its committees.

The non-employee directors also participate in the Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation Plan, as amended. In lieu of cash annual retainer fees, cash Committee chair fees and cash meeting fees, this plan permits non-employee directors to elect to receive shares of our Common Stock and/or stock options or to defer compensation under the Teledyne Technologies Incorporated Executive Deferred Compensation Plan (including a phantom share fund); provided, however, that at least 25% of the annual retainer fee must be paid in the form of our Common Stock and/or options to acquire our Common Stock. It also provides for certain automatic stock option grants for 4,000 shares of our Common Stock at the end of each Annual Meeting of Stockholders. If a non-employee director is first elected other than at an annual meeting, such non-employee director would receive an automatic option grant for 2,000 shares of our Common Stock.

ITEM 2 ON PROXY CARD —

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent auditor, also referred to as the independent registered public accounting firm, for fiscal 2005. Ernst & Young has served as independent auditor for the Company since the November 29, 1999 spin-off. The firm had also served as independent auditors for ATI and its predecessors since 1980. The Audit Committee believes that Ernst & Young is knowledgeable about the Company’s operations and accounting practices and is well qualified to act in the capacity of independent auditor.

Although the appointment of independent auditor is not required to be approved by the stockholders, the Audit Committee and the Board of Directors believe that stockholders should participate in such selection through ratification. The proposal to ratify the Audit Committee’s appointment of Ernst & Young will be approved by the stockholders if it receives the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. If you sign and return your proxy card, your shares will be voted (unless you indicate to the contrary) to ratify the selection of Ernst & Young as independent auditors for 2005. If you specifically abstain from voting on the proposal, your shares will, in effect, be voted against the proposal. Broker non-votes will not be counted as being entitled to vote on the proposal and will not affect the outcome of the vote. If the stockholders do not ratify the selection of Ernst & Young, the Audit Committee will reconsider the appointment of independent auditor. It is expected that representatives of Ernst & Young will be present at the meeting and will have an opportunity to make a statement and respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR RATIFICATION OF THE APPOINTMENT

OF THE INDEPENDENT AUDITOR.

Fees Billed by Independent Auditor

The following table sets forth fees billed to the Company by Ernst & Young for professional services rendered for 2004 and 2003 (in thousands).


		2004		2003

Audit Fees (1)			1,261.2	$	726.3
Sarbanes-Oxley Act Section 404 Fees			1,519.0		15.2

Total Audit Fees			2,780.2		741.5

Audit-Related Fees
	Statutory audits (Bermuda and United Kingdom Subsidiaries)		67.1		60.3
	Employee Benefit Plan Financial Statement Audits		69.8		66.5
	Environmental Financial Assurances		5.3		5.9
	SEC registration — Form S-8		—		8.0

Total Audit-Related Fees			142.2		140.7

Tax Fees (2)			10.2		24.8
All Other Fees (3)			87.0		195.4
Total			3,019.6	$	1,102.4

Total Audit and Audit-Related Fees			2,922.4	$	882.2


(1)	Aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements and for the reviews of financial statements included in the Company’s quarterly reports on Form 10-Q and accounting consultations on matters reflected in the financial statements.

(2)	In 2004, tax fees related to an advanced pricing agreement for the Company’s Mexican subsidiary. In 2003, tax fees related to advice rendered on the extraterritorial income exclusion and general tax compliance and planning advice, including to the Company’s Shanghai, China branch office.

(3)	Other fees in both 2004 and 2003 related to financial due diligence assistance in connection with the Company’s acquisitions.

Audit Committee Pre-Approval Policies

In October 2002, the Company’s Audit Committee adopted guidelines relating to the rendering of services by external auditors. The guidelines require the approval of the Audit Committee prior to retaining any firm to perform any Audit Services. “Audit Services” include the services necessary to audit the consolidated financial statements of the Corporation and its subsidiaries for a specified fiscal year and the following audit and audit-related services: (a) Statement on Auditing Standards No. 71 quarterly review services; (b) regulatory and employee benefit plan financial statement audits; and (c) compliance and statutory attestation services for the Corporation’s subsidiaries. Subject to limited exceptions, the guidelines further provide that the Audit Committee must pre-approve the engagement of Ernst & Young to provide any services other than Audit Services. The Chair of the Audit Committee may, however, pre-approve the engagement of Ernst & Young for such non-audit services to the extent the fee is reasonably expected to be less than $150,000. If the fee for any non-audit services is reasonably expected to be $250,000 or more, the Company must seek at least one competing bid from another firm prior to engaging Ernst & Young, unless there are exceptional circumstances or if it relates to the public offering of the Company’s securities. The guidelines prohibit the Company from engaging Ernst & Young to perform any of the following non-audit services or other services that the Public Company Accounting Oversight Board determines by regulation to be prohibited: bookkeeping or other services related to accounting records or financial statements of the Company; financial information systems design and implementation; appraisal or valuation services, fairness opinions, or contribution-in-kind reports; actuarial services; internal auditing outsourcing services; management functions or human resources; broker or dealer, investment advisor, or investment banking services; or legal services and expert services unrelated to the audit.

For 2004, all audit and non-audit services rendered by Ernst & Young were pre-approved in accordance with the Company’s guidelines.

In making its recommendation to ratify the appointment of Ernst & Young as the Company’s independent accountants for the fiscal year ending January 1, 2006, the Audit Committee considered whether the provision of non-audit services by Ernst & Young is compatible with maintaining Ernst & Young’s independence.

Audit Committee Report

The following report of the Audit Committee is included in accordance with the rules and regulations of the Securities and Exchange Commission. It is not incorporated by

reference into any of the Company’s registration statements under the Securities Act of 1933.

Report of Audit Committee

The following is the report of the Audit Committee with respect to the audited financial statements for the fiscal year ended January 2, 2005 (the “Financial Statements”) of Teledyne Technologies Incorporated (the “Company”).

The responsibilities of the Audit Committee are set forth in the Audit Committee Charter, as amended and restated as of January 25, 2005, which has been adopted by the Board of Directors. A copy of the charter is attached to the Proxy Statement as Annex A. The Audit Committee is comprised of five directors. The Company’s Board of Directors has determined that each of the members of the Audit Committee is independent in accordance with the applicable rules of the New York Stock Exchange. The Board of Directors has also determined that at least one director has “financial management expertise” under New York Stock Exchange listing standards and that Frank V. Cahouet is an “audit committee financial expert” within the meaning of the Securities and Exchange Commission regulations.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s internal controls and financial reporting process and the procedures designed to assure compliance with accounting standards and applicable laws and regulations. Ernst & Young LLP (“Ernst & Young”), the Company’s independent accountants, are responsible for performing an independent audit of the Company’s Financial Statements and expressing an opinion as to their conformity with generally accepted accounting principles. The Audit Committee reviewed and discussed the Company’s Financial Statements with management and Ernst & Young, and discussed with Ernst & Young the matters required to be discussed by Statement of Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU Section 380), as amended. The Audit Committee has received written disclosures and the letter from Ernst & Young required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with Ernst & Young the independent accountants’ independence.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not, and do not represent themselves to be, performing the functions of auditors or accountants. Members of the Audit Committee may rely without independent verification on the information provided to them and on the representations made by management and Ernst & Young. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors are in fact “independent”.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended January 2, 2005 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors:


	Frank V. Cahouet, Chair
	Robert P. Bozzone
	Simon M. Lorne
	Paul D. Miller
	Charles J. Queenan, Jr.

February 22, 2005

OTHER BUSINESS

The Company knows of no business that may be presented for consideration at the meeting other than the two action items indicated in the Notice of Annual Meeting. If other matters are properly presented at the meeting, the persons designated as proxies in your proxy card may vote at their discretion.

Following adjournment of the formal business meeting, Dr. Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne, will address the meeting and will hold a general discussion period during which the stockholders will have an opportunity to ask questions about the Company and its business.

STOCK OWNERSHIP INFORMATION

Section 16(a) Beneficial Ownership Reporting Compliance

The rules of the Securities and Exchange Commission require that Teledyne disclose late filings of reports of stock ownership (and changes in stock ownership) by its directors and statutory insiders. To the best of the Company’s knowledge, all of the filings for the Company’s directors and statutory insiders were made on a timely basis in 2004.

Five Percent Owners of Common Stock

The following table sets forth the number of shares of our Common Stock owned beneficially by each person known to us to own beneficially more than five percent of our outstanding Common Stock. As of February 28, 2005, the Company had received notice that the individuals and entities listed in the following table are beneficial owners of five percent or more of Teledyne Common Stock. In general, “beneficial ownership” includes those shares that a person has the power to vote or transfer, and options to acquire Common Stock that are exercisable currently or within 60 days.

	Number of		Percent
Name and Address of Beneficial Owner	Shares		of Class

Barclays Global Investors, N.A. et al (1)		3,880,598		11.7%
45 Fremont Street San Francisco, CA 94105

Singleton Group LLC (2)		1,999,990		6.0%
335 North Maple Drive, Suite 177 Beverly Hills, CA 90210


1.	Barclays Global Investors, NA, Barclay Global Fund Advisors and Barclays Bank plc, together with affiliated entities, filed a Schedule 13G on February 14, 2005. Barclays Global Investors, NA reported sole voting power with respect to 2,886,303 shares and sole dispositive power with respect to 3,136,069 shares. Barclays Global Fund Advisors reported sole voting and dispositive power with respect to 744,529 shares.

2.	Singleton Group LLC, jointly with William W. Singleton, Carolyn W. Singleton and Donald E. Rugg, filed a Schedule 13G on April 19, 2000. Mr. Singleton, Mrs. Singleton and Mr. Rugg reported that they share voting and dispositive power with respect to 1,999,990 shares in their capacities as managers of Singleton Group LLC. Mr. Rugg reported that he owned an additional 45 shares of Teledyne Common Stock directly, with respect to which he has sole voting and dispositive power.

Stock Ownership of Management