Teledyne

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TELEDYNE TECHNOLOGIES INCORPORATED

2 0 0 3   H I G H L I G H T S

Selected Consolidated Financial Data
(In millions, except per-share data)

Summary Financial Information

Sales

Net income

Diluted earnings per-share 

Weighted average diluted common 

shares outstanding

2 0 0 3

2 0 0 2

2 0 0 1

$   840.7

$ 772.7

$  744.3

$

$

29.7

0.91

32.7

$    25.4

$

0.77

$

$

32.9

6.6

0.20

32.4

Summary Balance Sheet Data

2 0 0 3

2 0 0 2

2 0 0 1

Cash and cash equivalents

$

37.8

$

19.0

$

11.9

Working capital

Total assets

Long-term debt

129.5

428.1

—

102.6

391.1

—

115.3

349.3

30.0

Stockholders’ equity

$   221.0

$ 176.8

$  173.0

Sales
(In millions)

$744 $773 $841

25%

20%

Sales by Segment

Electronics and Communications

Systems Engineering Solutions

2%

Aerospace Engines and Components

Energy Systems

2001 2002 2003

53%

Earnings per Share

Free Cash Flow (1)
(In millions; continuing operations data)

$0.91

$0.77

$0.20

2001 2002 2003

$58.8

$36.6

$(7.4)

2001 2002 2003

(1) Free Cash Flow defined as Cash Flow
from Operating Activities less purchases
of property, plant and equipment.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Notes to
Consolidated Financial Statements” in this 2003 Annual Report on Form 10-K for additional information regarding
Teledyne Technologies Incorporated financial data.

 
 
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Robert Mehrabian
Chairman, President and
Chief Executive Officer

T O   O U R   S T O C K H O L D E R S

Our Strategy
Teledyne Technologies is a leader in several niche markets
that are regulated and have significant barriers to entry.
Going forward, our strategy is to create larger
transformational growth platforms, primarily through
acquisitions, focused on related businesses with defensible
leadership positions. We are building these growth
platforms around three core markets: aerospace and defense
electronics, electronic instrumentation and government
systems engineering.

In the last three years, we have completed a number of
sequential steps to transform the company into an agile
and efficient organization. We made several key
management changes, restructured our workforce and
introduced more aggressive operational excellence
initiatives across our businesses. In fact, our operational
excellence programs affect incentive compensation awards
of most operating and senior management. Our persistent
emphasis on operational excellence in every aspect of our
business, from finance to manufacturing, helped drive our
improved performance in 2003. 

In addition to managing costs, we continued to grow
through bolt-on acquisitions. After completing just one
acquisition in each of 2001 and 2002, we announced three
bolt-on acquisitions in 2003. We utilize a disciplined
approach when screening for acquisitions, focusing on
related businesses within our core markets. For example, we
have doubled the size of our instrumentation business
through acquisitions, and each acquired business has been
in the environmental instrumentation market.
Furthermore, our operational excellence initiatives include
the rapid integration of the businesses we acquire.
Following the acquisition of the Aviation Information
Solutions businesses in 2003, for example, we consolidated
its manufacturing operations from Wichita, Kansas to our
Los Angeles facility within five months.

 
 
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Since our spin-off, we have been conservative in our allocation of capital. In
fact, our free cash flow over the last three years was greater than the total cash
we spent on acquisitions, and we ended 2003 with approximately $38 million
of cash on the balance sheet. Given our strong balance sheet and our ability to
successfully integrate previous acquisitions, our goal is to increase both the
number and size of acquisitions. 

As a result of organic growth, acquisitions and operational excellence, revenues
in each business segment increased from the prior year, and earnings for the
corporation increased substantially, for the second year in a row. Sales grew by
8.8% in 2003 and GAAP earnings per share increased 18.2%. Excluding the
one-time tax benefit in the third quarter of 2003 and pension income and
expense, full year 2003 earnings increased 32.9% over 2002.

Aerospace and Defense Electronics
Increases in defense spending helped our defense electronics businesses grow
organically by over 20% in 2003. We experienced strong sales of
microelectronic products used in military aircraft and communication products
used in variety of applications. We estimate that each F-22 production unit
contains approximately $500,000 of Teledyne content, and we believe that the
F-35 Joint Strike Fighter will offer similar opportunities. In 2003, we began
development of a family of fiber optic transmitters and receivers, delivered
initial evaluation units of a new ejection seat sequencer and received orders for
prototype rigid-flex printed circuits, all for the F-35 program.

In 2003, Teledyne extended its leadership in the market for tamper-resistant
military communications modules and military traveling wave tubes used for
radar, satellite communications and electronic warfare applications. Pursuant to a
new Air Force contract, Teledyne began designing cryptographic modules, in
addition to the company’s continued role as manufacturer of tamper-resistant
communication components. Even though military satellite communication
systems typically operate at X band, there are occasions when the military may
wish to utilize commercial communication satellites that operate at C band or Ku
band. Teledyne pioneered the development of triband traveling wave tubes that
can operate at all three bands and sales of triband tubes surged during 2003, as
the U.S. military added additional capacity for various, primarily mobile, satellite
communication systems.

At the end of the fourth quarter, Teledyne announced the acquisition of the
U.S. assets of Filtronic Solid State from Filtronic plc, and the transaction was
completed in the first week of fiscal 2004. The Solid State business, which
designs and manufactures customized microwave subassemblies for electronic
warfare, radar and other military applications, is highly complementary with
our existing defense electronics businesses. In addition, we are currently
consolidating the Santa Clara, California operations of Solid State with existing
microwave subassembly operations in Mountain View, California. 

 
 
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In another difficult year in commercial aviation, Teledyne responded with market
share gains in existing product lines, an acquisition of a complementary business,
and further expansion into new military aviation markets. Teledyne’s forward fit
market share for data acquisition systems on new Airbus A320 and A330/340
family aircraft increased from under 10% in the year 2000 to approximately 50%
at the end of 2003. In the second quarter of 2003, Teledyne acquired the Avionics

Information Solutions businesses (or AIS)
from Spirent plc. In addition to
manufacturing consolidation synergies, AIS
has a number of complementary product
lines which are now marketed by our existing
direct sales force. Other product lines, such as
AIS’ new Electronic Flight Bags and airborne
file servers, increased the addressable market
for our Teledyne Controls business. In
addition, AIS expanded our capability in
flight data analysis with unique software
systems for military training applications.
These Computer Aided Debrief Systems are
to be installed at 10 Navy Flight Simulator
facilities throughout the U.S.

Government Systems Engineering
As described later in this report, while much
has changed over the last 50 years, Teledyne
Brown Engineering, Inc., our government
systems engineering business, continues to
participate in some of our country’s most
significant defense and space programs.
Furthermore, financial performance in 2003
was very impressive, as both operating profit
and operating margin reached record levels.
While profitability will likely decline in
2004, as certain awards fees will not recur,
sales in our systems engineering segment
should benefit from strong orders in 2003,
which increased 9.5% compared to 2002,
and were 13.7% greater than 2003 sales.

Ivars R. Blukis 
Chief Business Risk Assurance Officer

The internal control environment at publicly held
companies has become a topic of intense interest to
investors, regulators and employees of these companies.
With the passage of the Sarbanes-Oxley Act of 2002, that
interest has transcended into a legislative mandate.

Teledyne Technologies takes pride in its history of and

commitment to strong internal controls.

For the past two years, Ivars Blukis, Chief Business
Risk Assurance Officer, has headed Teledyne Technologies’
internal audit function. He reports directly and separately
to the Chairman of the Audit Committee of the Board of
Directors and to the Chairman, President and Chief
Executive Officer of Teledyne. He is a member of the
Disclosure Committee and the project leader for the
implementation of the Sarbanes-Oxley Section 404
requirements.

Mr. Blukis has been with Teledyne for 28 years, and

prior to his current assignment he was CFO for the
Electronics and Communications Segment. He holds
degrees from Stanford University and Santa Clara
University, as well as CMA certification.

Throughout 2003, we continued our support of ballistic missile defense,
including the Ground-based Midcourse Defense (GMD) program, our nation’s
largest missile defense program. Programs such as GMD, utilize Teledyne Brown’s
core competencies in software-based test and evaluation, data analysis and
modeling and simulation. Further confirming our software capabilities, Teledyne
Brown Engineering’s Technologies Group achieved the Software Engineering
Institute’s Capability Maturity Model (or “CMM”) Level 4 rating in 2003. 

 
 
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For decades, Teledyne Solutions, Inc., has provided Systems Engineering and
Technical Assistance support to the U.S. Army Space and Missile Defense
Command, and in 2003 Teledyne was awarded a contract to extend this work
into 2007. In addition to the U.S. Army, Teledyne Solutions is now working for
other major Department of Defense customers, including the Missile Defense
Agency and the Program Executive Office for Air, Space, and Missile Defense.

Teledyne has been the prime contractor for the Propellants, Pressurants and
Calibration Services Contract at Marshall Space Flight Center since 1971; and
in 2003, we extended our role for another five years. Furthermore, as a
subcontractor to Lockheed Martin, Teledyne was awarded the International
Space Station Cargo Mission Contract at the Johnson Space Center. Coupled
with our existing Payload Integration Contract, we are well positioned to
benefit from the future development of the International Space Station.

Sales in our environmental solutions business, which includes several contracts
primarily related to the destruction of hazardous materials, increased over 30%
in 2003, and we expect that this business will continue to grow in 2004. For
example, in 2003, Teledyne won a $20 million U.S. Army contract to support
the destruction of binary chemical warfare materiel stored at the Pine Bluff
Arsenal in Arkansas, and Teledyne Brown and its teammate Science
Applications International Corporation were awarded a contract by the Defense
Threat Reduction Agency to provide Systems Engineering and Technical
Support for storage, security, elimination and nonproliferation of weapons in
the former Soviet Union.

Electronic Instrumentation
Over the last few years, we committed to build a larger, transformational
growth platform in our instrumentation business. The acquisition of Advanced
Pollution Instrumentation, Inc. (API) in 2001 expanded our traditional
industrial gas analysis business into the environmental air quality market and
was the first step in this transformation. In 2002, we acquired Monitor Labs,
Inc., which, like API, is focused on the environmental gas analysis market. An
easy synergy was obtained between these two acquisitions when API gas
analyzers were incorporated as standard equipment in all of Monitor Labs’ air
quality monitoring systems. Besides air quality monitoring systems, Monitor
Labs is the country’s largest supplier of ultrasonic gas flow opacity monitoring
systems, which are used to measure the amount of particulate matter emitted by
industrial smoke stacks. Gas flow technology is not a new market to Teledyne,
however, as Teledyne has manufactured Hastings Instruments’ mass flow
controllers for many years.

During the second quarter of 2003, we acquired Tekmar-Dohrmann, now
known as Teledyne Tekmar Company, from Emerson Electric. Teledyne Tekmar
expanded Teledyne Instruments’ line of environmental monitoring and analysis
products to include water quality in addition to API’s gas analysis instruments

 
 
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and Monitor Labs’ air quality systems. Teledyne Tekmar’s laboratory
instruments have leading positions in the market for the detection and analysis
of organic compounds in drinking water and wastewater. Through the recent
acquisition of assets of Leeman Labs, Inc., which shares the laboratory water
quality market with Teledyne Tekmar, we are now able to market equipment for
the detection of inorganic compounds, such as mercury and lead, in addition to
organic compounds, such as benzene and trichloroethylene. Furthermore, we
believe that the technology in our acquired laboratory instrumentation
businesses may be utilized over time to develop new products for our traditional
online industrial process instrumentation markets.

Aerospace Engines
Faced with weak demand in the general aviation aftermarket and significant
increases in product liability insurance, we relied on operational excellence,
coupled with our growing OEM market share to help offset these challenges.
Due to strong demand for new composite OEM piston aircraft, for which we
are the sole source engine supplier, we continued to increase OEM market
share. In fact, sales of Teledyne Continental Motors’ engines for OEM aircraft
have increased 20%, on average, in each of the last seven years. In addition to
gaining share in our traditional high-power certified piston engine market, we
continue to evaluate a new engine primarily targeted at segments of the market
adjacent to our base business. Furthermore, despite relatively low profitability
during the year, our piston engine business continued to generate strong cash
flow, due to significant reductions in inventory made possible by our lean
manufacturing efforts.

In our military turbine engine business, the Joint Air-to-Surface Standoff
Missile (JASSM) was certified in 2003 and is now ready for operational use.
JASSM Lot 3 Production will start in the middle of 2004, and we expect to
deliver approximately 150 engines for this next generation cruise missile in the
coming year.

Energy Technologies
In our Energy Systems segment, we were able to focus on commercial
alternative energy products while capitalizing on our strong legacy of highly
reliable power systems for government programs. In 2003, we sold our 50th
fuel cell test station, introduced fuel cell testing services and won approximately
$65 million in long-term contracts for next generation power systems for
manned and unmanned space exploration.

In the energy technologies marketplace, we continue to believe that Teledyne
possesses a unique business; one which encompasses both tangible commercial
energy technology products, such as fuel cell test stations and hydrogen
refueling systems, in combination with a growing base of long-term government
contracts. Equally unique in the alternative energy marketplace is that, in
addition to anticipating 50% revenue growth in 2004, we expect this business

 
 
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to be profitable. Considering the current valuation of energy technology peer
companies, we believe that future opportunities exist to create value for our
stockholders through a strategic alliance or perhaps a spin-off of Teledyne’s
Energy Systems, Inc. 

Outlook
We believe the 2004 and long-term outlook for our government businesses is
quite attractive. We expect that support for defense priorities will remain strong,
especially in some of our key markets such as defense electronics and
engineering services. We are optimistic that the commercial avionics industry
will begin recovering in late 2004. Furthermore, orders for other commercial
electronics, such as electronic relays used for semiconductor test equipment,
wireless applications and networking equipment, and broadband wireless radios
were noticeably stronger in the latter part of 2003. As the worldwide economy
continues to improve, we see a fortuitous concurrence of a strong defense
market coupled with a recovery in some of our key commercial businesses. We
will strive to position the company, through both our operational excellence
initiatives as well as opportunistic acquisitions, to capitalize on these market
trends and increase return to our shareholders.

Finally, I want to thank our Board of Directors and each employee of Teledyne.
Without the Board’s guidance and the efforts of our employees, the success we
achieve would not be possible.

Robert Mehrabian
Chairman, President and Chief Executive Officer
February 27, 2004

 
 
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Co m m unications Seg m ent
Electronics and 

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Al Pichelli has been the Senior Vice President and Chief

Operating Officer of the Electronics and Communications

Segment since August 2003. In his prior role as Vice
President and General Manager of Teledyne Instruments,

he doubled the size of that group through a focused
acquisitions program in the environmental monitoring

market. Mr. Pichelli has held various finance,
manufacturing, operations and general management

positions during his 23 years with Teledyne.

2003 was a successful year for our Electronics and

Communications segment with sales of $447 million, compared to 

$388 million in 2002. While demand in some of the company’s market

areas continued to be soft during this period, this was more than

compensated for by strong demand in others. The company’s diverse

product lines and the multiple markets served—defense, commercial

aerospace, medical and industrial electronics, telecommunications,

electronic test and measurement, and environmental and industrial

instrumentation—helped make these results possible.

Traveling wave tubes

provide high power

microwave signals for

modern battlefield radar

and communication.

Defense
Orders for electronic assemblies by military
and defense customers remained strong
throughout the year, primarily driven by
accelerated delivery demand and additional
option orders supporting the country’s
increased military operations. Repair depot
services, spare parts, and replenishment
orders for electronic modules and
subassemblies were primary contributors to
this increased demand. Products
supporting secure communications, missile
and missile launch systems, and aircraft
displays all experienced increased
requirements during 2003.

Sales of military traveling wave tubes
(TWTs) increased substantially during the
year, and demand for our TriBand TWTs,
used by U.S. and European armed forces
for satellite communications, reached an
all-time high. The first substantial sales of
our high frequency Ka band TWTs for
both satellite communications and

instrumentation uses were made as well,
and sales of spare electronic
countermeasures TWTs for legacy systems
used on the EA-6B, F-14, F-15 and B-52
aircraft remained at a high level.

The company is currently developing
new ejection seat sequencers in support of
the F-35 Joint Strike Fighter System
Development Design phase. This design is
a modification of Teledyne’s fourth-
generation electronic ejection seat
sequencer now flying on the F/A-18E/F
aircraft.

Strong demand was also experienced

during 2003 for the company’s
microelectronic products used on the F-22
Raptor and the EPLRS (Enhanced
Precision Location Reporting System).
These programs require a spectrum of
technologies that range from fiber optic
transmitters and receivers to solid-state
relays and power controllers, as well as
secure communications modules equipped

 
 
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Far left:

Custom hybrids and multichip

modules for military, aerospace,

test, instrumentation and

medical applications.

Left:

Electronic components and

subsystems for modern tactical

aircraft such as the F-35 Joint

Strike Fighter.

producer of commercial aircraft. Our joint
development agreements with Airbus in
the area of Data Analysis Software are
expected to further enhance this
cooperative effort.

The business jet market showed a

significant downturn in 2003. However,
the Magnastar phone system for business
jets continues to enjoy a substantial market
share and is the system of choice for most
aircraft manufacturers.

Another player in the commercial

aerospace market joined Teledyne at the
end of June with the acquisition of the
Aviation Information Solutions (AIS)
businesses of Spirent plc. AIS designs and
manufactures aerospace data acquisition
devices, networking products, and flight
deck and cabin displays. Their products
include Airborne File Servers for onboard

networking and hosting of software
applications, Wireless Gate Link for
transferring information and data to and
from the aircraft at the gate, and an
Electronic Flight Bag that provides digital
access to information, such as approach
and navigational charts, without the added
weight of paper documentation.

In addition, AIS develops software
applications and ground-based analysis
systems focused on improving aircraft
operational performance, safety and pilot
training. AIS’ products and services are
used in air transport, business aircraft and
military applications, and are highly
complementary to Teledyne’s existing lines
of data acquisition and communications
products.

The Electronic Flight Bag provides 
pilots with paperless information access.

with anti-tampering capabilities. The
development of fiber optic devices and
microelectronic modules for the F-35 Joint
Strike Fighter began during the year.
In addition, the U.S. Air Force
awarded Teledyne a contract to develop a
custom tamper-resistant microcircuit
which, when embedded in host electronics,
is designed to provide enhanced
communication security. This module will
incorporate the latest
encryption/decryption algorithms and
provide users with multi-algorithm
selectability.

In other product areas, defense orders

for rigid-flex printed circuits and
assemblies continued to be strong,
outpacing 2002 results by approximately
20 percent. The year also saw an increase
in prototype orders driven in part by
significant sub-system design activity for 
F-35 programs. Several of these prototype
orders are expected to develop into initial
production awards in 2004.

Commercial Aerospace
The commercial air transport market
remained relatively flat in 2003 for obvious
reasons, and current forecasts do not
project a significant upturn until 2005.
However, our strategic investments in
developing new products for Airbus aircraft
have helped offset the effects of this weak
market. The company’s market share of
Data Acquisition products at Airbus
reached approximately 50 percent at the
end of the year and is expected to continue
growing. Airbus, for the first time in
history, has overtaken Boeing as the leading

 
 
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Medical Electronics
Sales for medical electronic assemblies and
subassemblies were steady for 2003, with
somewhat lower orders for MRI imaging
product applications offset by increased
requirements for X-ray, CT and PET
imaging assemblies. Growth within the
PET imaging products sector was paced by
new product introductions which have
benefited from recent changes in medical
insurance benefits that extend coverage to
PET diagnostic imaging. Orders for our
microelectronic modules used in
implantable medical devices remained
steady during the year.

In addition, a new line of medical
oxygen monitors based on electrochemical
sensors was introduced. These monitors are
tailored to the specific needs of a customer
and provide a significantly higher level of
mobility than previous models.

Surface mount microwave relays

used in applications ranging from

test equipment to cellular
telephone base stations.

Continuous

emissions monitoring

systems for pollution

control in the power

generation industry.

Industrial Electronics
Higher sales and orders for the company’s
line of high-reliability industrial electronic
assemblies were achieved throughout 2003.
Increases in the sales of our transportation
and automotive electronic assemblies were
partially offset by slightly reduced activity
in instrumentation and industrial
automation programs. The year included
expanded offerings for low-cost
manufacturing in other countries,
including mainland China, in conjunction
with a strategic partner. Manufacturing
capacity was also expanded in Mexico.

The year saw continued expansion of
the company’s portfolio of Industrial Solid
State Relay products, making it one of the
most comprehensive in the industry.
Increased demand was also seen for our
energy efficient line of diode-based light
emitting modules that are being
increasingly used by electronic sign
manufacturers to replace neon lighting
systems.

Telecommunications and Electronic 
Test and Measurement Products
A significant increase in demand for
broadband transceivers, used in point-to-
point radios that are part of the cellular
telephone infrastructure, was seen during
the year. The company’s wireless
communications group continued to
expand its product offerings with the
development of transceivers for new
frequency bands, as well as the
introduction of a unique low-noise, low
cost frequency synthesizer for this market.
The company’s RF and microwave
coaxial switch and its relay product lines

were consolidated during the year. These
are now being sold under the Teledyne
Relays label. Although the
telecommunications, semiconductor test,
and general test measurement markets
continued to be soft, Teledyne Relays had
an excellent year with new designs, partly
driven by its expanded portfolio of
products.

Environmental Instruments
Demand for environmental monitoring
instruments was strong in overseas markets
during the year. In March 2003, Teledyne
API won an order for the largest single
project in its history to establish a major
ambient air monitoring network in the city
of Naples, Italy. By year’s end,
approximately 300 monitoring instruments
had been successfully delivered.

Teledyne Monitor Labs had great
success and gained additional market share
in 2003 as well, with its latest LightHawk®
opacity/dust monitoring systems. The
company had already been the country’s
largest supplier of opacity monitoring
systems. The LightHawk® system precisely
measures the amount of particulate matter
emitted by industrial smoke stacks. It
operates with high reliability under very
hostile conditions, assuring customers years
of EPA compliant performance.

Hazardous air pollutant regulations

for the pulp and paper industry have
required this industry to operate opacity
monitors in conjunction with refined data
acquisition systems. Monitor Labs focused
on this industry in 2003 and was successful
in winning a significant portion of this
business. One of the world’s largest pulp

 
 
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Velocity XPTTM as an accessory to their
own products.

Business conditions in Asia—

particularly Japan—are beginning to
increase sales of Teledyne Tekmar’s Purge
and Trap products. In addition, new
Japanese regulations for the first time
mandate the use of Total Organic Carbon
(TOC) measurements to assure the quality
of their drinking water. This should
compel customers to buy TOC analyzers
over the next few years, creating a unique
new market opportunity for Teledyne
Tekmar.

Industrial Instruments
During the year, Teledyne received a
significant order for trace gas analyzers,
total sulphide analyzers, and total
hydrocarbon analyzers from a leading
supplier of carbon dioxide to the food and
beverage market. Carbon dioxide, typically
refined from industrial sources, must be
purified for use in soft drinks, beer and
sparkling water. Beverage producers, to
ensure compliance with industry standards
as well as to protect the quality of their
own brands, require CO2 suppliers to
provide computer printouts verifying the
analysis of undesirable impurities. Benzene
as well as acetaldehyde, in minute
quantities, can adversely affect the taste of
these beverages. Standards of the
International Society of Beverage
Technologists call for measuring benzene at
the parts-per-billion level. Teledyne
recently introduced a line of Flame
Ionization Detector (FID) analyzers for
this work.

LightHawk® for dust monitoring in 

hostile industrial and utility environments.

and paper producers rated the company’s
RegPerfect® system “the preferred system,
which performed best in all tests, installed
in the shortest time, and had the most
modern architecture compared to the
competition.”

In May 2003, Teledyne acquired the
Tekmar-Dohrmann division of Emerson
Electric Company in its continuing
strategic expansion of its instrumentation
business. Renamed Teledyne Tekmar
Company, this well-regarded laboratory
instrument company has leading market
positions in key measurement areas, such
as drinking water, waste water and
pharmaceutical quality assurance.

Growth in this area in 2004 will be
driven in part by customer acceptance of
Teledyne Tekmar’s newest product, the
Velocity XPTTM Purge and Trap
Concentrator. This instrument can double
the sample throughput of environmental
testing laboratories for certain types of
analyses, a feature of interest to both
commercial and governmental testing
laboratories. Six leading manufacturers of
gas chromatographs have elected to sell the

Phoenix 8000 ® total organic carbon
analyzer monitors water purity for

drinking water, wastewater, industrial

and pharmaceutical applications.

Measurement of precise vacuum levels
is another important requirement in many
industrial processes. With its latest vacuum
instrument, the IGE-3000 Ion Gauge,
Teledyne Hastings has become a full
service vacuum measurement company,
covering pressure ranges from atmosphere
through the high vacuum ranges required
by many manufacturing processes. This
new instrument offers the user accurate,
repeatable pressure measurements starting
in the medium vacuum range,
continuously through into the ultrahigh
vacuum range.

In the arena of offshore oil and gas

exploration, Teledyne recorded its first
order for its latest generation towed seismic
array in 2003. The value of this order
exceeds $10 million, with delivery
scheduled in 2004.

 
 
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Technologies Group

Diversifying its customer base and broadening partnerships with

small businesses were key focuses of Teledyne Brown Engineering’s

Technologies Group in 2003. The company broke new ground in

the arena of Space Control by expanding its products and services

to the U.S. Strategic Command, which plans to replace one of its

existing software models with Teledyne Brown’s Extended Air

Defense Simulation (EADSIM). Developed by the company and

first deployed in 1989, EADSIM is the world’s most mature and

widely used force-on-force model. It provides the Warfighter with

analysis, training, and operational planning in one package. The

company continues to grow and maintain this system.

Teledyne Brown Engineering also
supported Lockheed Martin on its
Strategic War Planning System
Modernization effort and Science
Applications International Corporation at
the U.S. Strategic Command, providing
support for Space Operations, Global
Missile Defense, Information Operations,
and Global Strike.

During 2003, the company continued

its long-standing support of the Ground-
based Midcourse Defense program in
response to the Government’s directive of
fielding an operational missile defense
system by September 2004. Program
modifications have required extensive
changes in test activities. Teledyne Brown
develops and implements evaluation
capabilities, test data reduction software,
and evaluation algorithms, as well as

collecting, archiving, and distributing raw
and reduced test and analysis results.

As a first-tier subcontractor to the
Raytheon Company, Teledyne Brown
continued its participation on the Loitering
Attack Missile-Aviation team, completing
phase II of the vulnerability assessment.
The company received additional funding
for a propulsion study in which Teledyne
Continental Motors-Turbine Engines will
participate. Its goal is to demonstrate that a
turbofan motor will meet the Loitering
Attack Missile-Aviation requirements.

Teledyne Brown also participated with
Lockheed Martin on the proposal team for
the Future Combat System’s Unmanned
Ground Vehicle programs, which should
provide the company with additional
credentials that can be leveraged for future
growth.

Missile Defense System

Exerciser (MDSE)

personnel conduct a

development test in TBE's

dedicated MDSE lab.

After these tests are

completed, the software

will be used to test

interoperability among 

the distributed military

services components 
and integrated system

performance.

 
 
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In 2003, Teledyne

Brown Engineering,

Inc., won a potential

$40 million subcontract

from Lockheed Martin

Space Operations of

Houston in support of

the International Space

Station (ISS) Cargo

Mission Contract.

Teledyne Brown will be

integrating pressurized

and unpressurized

cargo items for the

Space Station.

Teledyne Brown's

Hardware-in-the-Loop
test tools help the U.S.

Government's Missile

Defense programs

resolve interoperability

problems before

fielding the systems.

The company’s support for the Federal

Aviation Administration was expanded in
2003 with a proof of concept contract for
the Automated Airborne Flight Alert
System. This work is to demonstrate a data
system that will provide selected aircraft
flight data and situational awareness data
to ground agencies for homeland security
purposes. Teledyne Controls will provide
the airborne equipment for this system.
Working with Teledyne Brown
Engineering, Sytronics of Dayton, Ohio
has won a Small Business Innovative
Research contract for specialized technical
research on an Ultra High Resolution
Synthetic Micro Satellite Array, which
applies optical techniques to radar imaging
for tracking air and ground targets. Phase I
was completed in 2003. The company will
be pursuing a Phase II award in 2004 to
continue research and possibly build a
micro satellite array.

In December 2003, the Missile
Defense Agency awarded Teledyne Brown
Engineering a role in its Targets and
Countermeasures program, as part of the
Lockheed Martin team. This program
involves providing countermeasures
software to develop, test and verify ballistic
missile defense system performance. These
targets allow testing of the missile defense
technologies, now in development, to

intercept and destroy incoming ballistic
missiles at various times in flight, including
the Airborne Laser, the Kinetic Energy
Interceptor, the Ground-based Midcourse
Defense, the Aegis Ballistic Missile
Defense, the Patriot Advanced Capability
3, and the Theater High Altitude Area
Defense (THAAD). Targets and
countermeasures will be developed to
represent capabilities of ballistic missile
threats of the type that could be used in an
attack on the United States, our deployed
forces and our friends and allies.

A E RO S PAC E

Systems Group
Teledyne Brown Engineering has been a
key resource for NASA for more than 45
years. (See Brown Anniversary story.) This
year the company won two major NASA
contracts: the Propellants, Pressurants and
Calibration Services Contract at the
Marshall Space Flight Center, and the
Space Station Cargo Mission Contract at
the Johnson Space Center.

The first of these, awarded in October,

has a potential value in excess of $35
million over five years. Teledyne Brown has
been the prime contractor for this program
since 1971 and is a key leader on these
most safety critical contracts. Company

 
 
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REVIEW 2003

Teledyne Brown supports

the U.S. Army’s Non

Stockpile Chemical

Demilitarization program.

employees have worked more than 1.7
million man hours over the last 12 years
without a lost-time accident.

The International Space Station (ISS)

Cargo Mission Contract, on which
Teledyne Brown is subcontractor to
Lockheed Martin, was awarded in
November as part of a restructuring of the
International Space Station Contract. This
base contract, in excess of six years with
options for further growth, involves
providing services related to planning,
preparation, and execution of cargo
missions to the ISS. This contract, with
Teledyne Brown’s existing $74.4 million
ISS Payload Integration Contract, positions
the company well for the next phase of the
ISS program.

In May 2003, Teledyne Brown was
awarded a $2.9 million subcontract by the
U.S. Army for the design and manufacture
of 26 Missile Round Trainers, which will
be used in the Patriot Advanced Capability
Program for training purposes. The first of
these systems was rolled out on October
23, and the company was praised for its
efficiency in delivering a high-quality
product two months ahead of schedule and
at an affordable cost. Expected follow-ons
could lead to significant additional
engineering and manufacturing tasks.

Teledyne Brown has also continued to

provide engineering and manufacturing
support to the Marshall Space Flight
Center under the Systems Development
and Operations Support contract. This
contract has the potential to be a 10-year

contract (5-year base with 5 one-year
options). Awarded in June 2002, it has a
$568 million ceiling.

Environmental Systems
Teledyne Brown’s Environmental Systems
Group has expanded its technical base to
serve a broad variety of customers as a
provider of engineered solutions for
managing and operating government
facilities, handling and disposing of
hazardous wastes, and removing potential
hazards to the population and the
environment. These services involve
engineering, manufacturing and laboratory
analyses.

The main focus of this activity is on

two large ongoing programs: the Non-
Stockpile II contract, and radiological
environmental monitoring and analytical
services at Teledyne Brown’s Knoxville,
Tennessee laboratory.

Since 1996, Teledyne Brown has
supported the U.S. Army’s Non-Stockpile
Chemical Materiel Program and continues
work on various tasks, including operation
of the Army’s Rapid Response System and
management of its Integrated Logistics
support. The company completed
destruction operations at Fort Richardson,
Alaska ahead of schedule, and has received
a contract extension through March 2004,
to maintain the Rapid Response System in
a state of readiness. The integrated
Logistics Support contract option year was
exercised to provide centralized logistics
and maintenance in support of the Army’s

Teledyne Brown

Engineering's expertise

in modeling threat

optical signatures

leads the industry.

 
 
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The Observable Protein

Crystal Growth Apparatus

is a device for the

International Space

Station that is used to

delineate the relevant

variables between Earth-

grown crystals and

Space-grown crystals.

ballistic missiles. The company’s
outstanding performance has been
recognized, in part, through an award fee
exceeding 90% for the last period.

The Office of the Secretary of Defense

recently selected Teledyne Solutions, Inc.
to participate in the Targets Management
Initiative program. This highly competitive
program selects innovative concepts for the
investment of development funds for
future test programs. The company was
nominated for the program by the Missile
Defense Agency for a concept to provide
low-cost, reusable ballistic missile targets
for the Agency.

Explosive Destruction System through
September 2004.

In June 2003, Teledyne Brown won a
U.S. Army contract with a potential value
of $20.4 million over 3 years to build a
facility for the destruction of binary
chemical warfare materiel stored at the
Pine Bluff Arsenal in Arkansas. The
company provides expertise in the design,
installation, and operation of systems to
safely treat and dispose of chemical warfare
materiel. 

In September, Teledyne Brown and its

teammate, Science Applications
International Corporation, were awarded a
three-year, $3.7 million contract by the
Defense Threat Reduction Agency to
provide Systems Engineering and Technical
Support for elimination, storage, security,
and nonproliferation of weapons in the
former Soviet Union.

By building on previous

accomplishments with the Army and the
Defense Threat Reduction Agency, our
Environmental Systems Group has had
continued success in 2003 in weapons
demilitarization and nonproliferation
support, and looks forward to broadening
this base in 2004, while maintaining our
reputation of excellent service to existing
customers. The company anticipates
growth in business with governmental
sectors such as Homeland Security, the
Department of Defense, and the
Department of Energy, as well as growth in
design of specialty devices for hazardous
materials transport and storage for

commercial customers that operate in
government-regulated environments.
Specific opportunities exist in the area of
nuclear waste storage and transport, as well
as remote handling systems for use in
radioactive or other hazardous
environments.

Teledyne Solutions, Inc.
Teledyne Solutions, Inc., was formed four
years ago as a wholly owned subsidiary of
Teledyne Brown Engineering, specifically
to work on the company’s Systems
Engineering and Technical Assistance
Contract (SETAC) with the U.S. Army
Space and Missile Defense Command.
Teledyne Solutions was recently awarded a
two-year extension to this multi-million
dollar contract, extending the performance
period through April 2007.

Today, Teledyne Solutions also
provides Systems Engineering and
Technical Assistance support to other
major Department of Defense customers.
It provides engineering services to the
Missile Defense Agency, the U.S. Army
Space and Missile Defense Command, and
to various Army weapons systems assigned
to the Program Executive Office for Air,
Space, and Missile Defense.

In addition, Teledyne Solutions is a
major subcontractor to Photon Research
Associates for the development of the
Battlespace Environments and Signatures
Toolkit. This program involves the
development of an optical signature model
for predicting the infrared signatures of

 
 
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Aerospace Engines

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Although Teledyne Continental Motors, Inc.

experienced continued weakness in segments of its general

aviation product lines throughout 2003, a continued focus on

operational excellence combined with the company’s growing

OEM product mix resulted in a profitable year of operations.

The Twin Engine 

Adam A500 is one of

two new aircraft

powered by Continental

expected to begin

production in 2004.

Piston Aircraft Engines
The growing sales for OEM piston
aircraft engines enjoyed by Teledyne
Continental Motors in 2002 continued
through 2003 despite challenging business
conditions in global aviation markets. This
was due in large part to the strong sales
achieved by manufacturers of modern
certified composite aircraft that use our
engines. Continued strong sales of the
Continental-powered Cirrus SR20 and
SR22 single engine aircraft allowed Cirrus
Design to become one of the world’s
largest producers of piston powered aircraft
during 2003. In addition to Cirrus,
Continental aircraft engine sales to
Diamond Aircraft and Lancair also
continued to grow in 2003. With
Continental now powering many of today’s
new light aircraft, the company’s OEM
market share has risen from approximately
20 percent to approximately 50 percent of
the domestic market during the past five
years. The company expects that two new
aircraft powered by Continental engines
will begin rate production in 2004.

The company’s replacement aircraft
engine and spare parts markets, however,
continued to be severely impacted by a
number of conditions throughout 2003.
The highly cost sensitive and competitive
replacement engine market has seen
operating costs rise resulting from
continued increases in insurance costs. 
The market response to these conditions
in 2003 resulted in the lowest after market
engine order rate in twenty years for
Continental after market engines.

Small Turbine Engines
Teledyne Continental Motors’ small
turbine operations continued to face
significant restructuring challenges in
transitioning from its historical product
mix to one dedicated almost entirely to
the production of low cost tactical missile
engines for military markets. 

To meet these challenges, the
company’s turbine manufacturing
operations have been consolidated at the

 
 
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Engine components for

the U.S. Navy Improved

Tactical Air Launched

Decoy (ITALD) were

produced for the first

The premium Continental

time in the small turbine

Platinum Engine continues

manufacturing cell in

Mobile, Alabama.

to gain favor with new OEM

aircraft manufacturers.

Mobile, Alabama manufacturing facility,
with final assembly and test operations
performed at the Toledo, Ohio facility.
The new manufacturing cell for turbine
operations continued to perform ahead of
schedule in many areas. Along with the
production of components for the
Harpoon and Joint Air-to-Surface
Standoff Missile (JASSM) engines, the
cell began production of J700 engine
components for the U.S. Navy Improved
Tactical Air Launched Decoy (ITALD) in
2003. Both ITALD and JASSM
components met or exceeded production
cost targets in 2003.

Battery Products
In 2003, Teledyne Battery Products
continued to expand the number of
aircraft installations for its well-known
GillTM brand aircraft batteries. Validations
of several of its Supplemental Type
Certificates for foreign-operated aircraft,
requiring both sealed and dry-charged
batteries, have been obtained.
Development of FAA Supplemental Type
Certificates and Parts Manufacturer
Approvals for sealed recombinant batteries
in business jet and helicopter applications,
where lower maintenance batteries are
required, continues. Further approvals for
this advanced line of batteries were made
for various aircraft models, including those
of Bell Helicopter, Bombardier, Cessna,
Eurocopter, Pilatus, Sikorsky, Socata, and
Raytheon.

During the year, Teledyne met with

key aviation fleet operators to review
overall replacement costs for the
company’s newly developed onboard
charging and display kit. A final

Supplemental Type Certificate for the kit
and batteries is expected in 2004. The new
kit is expected to replace the existing Ni-
Cad battery and charger system with
Teledyne sealed batteries and a “smart”
charger. This technology is designed to
provide overall life-cycle cost savings for
fleet operators.

Providing improved aircraft batteries
with reliable performance characteristics is
a continuing company goal. A brand new
version of its sealed flagship battery is
scheduled for release in 2004. It will be
designed to provide significantly improved
internal construction and a new rugged
exterior. The designs of all the company’s
batteries, dry-charged and sealed, are
currently being evaluated to maximize
power and energy densities within a 
given envelope.

Service and Manufacturing 
Excellence Initiatives
Teledyne Continental Motors made
important achievements in 2003 in its
efforts to provide operational excellence in
its service and manufacturing areas.
Continued development of the
company’s electronic Virtual Purchasing
system has been integral in more than
doubling inventory turns for our piston
aircraft engine operations. In addition to
achieving these outstanding inventory
management results, the company
continued to mature its build-to-demand
lean manufacturing system to provide fast,
reliable customer service on over 1,400
engine model specifications and 6,000
aftermarket service parts. Similar results
have been achieved in the company’s
battery product operations, where
inventory turns of 10 have been achieved.

The company’s TCMLink electronic-

based service support network made
impressive strides in 2003, as well. The
year ended with over 600 subscribers to the
company’s Fixed Base Operation Services
Network, and 20,000 subscribers to the
Aviator Services pilot support system.
These innovative programs provide our
general aviation customers with modern 
e-communications links to our service,
maintenance, and product technical data.
In 2003, the company also made
significant strides in expanding the use of a
SCADA control system for process control
monitoring and automation at its Mobile
manufacturing center. This system has
received favorable reviews for its creative
approach to integrating modern quality
methodologies, in a cost-effective manner,
into engine component manufacturing.

Our battery products operation is working

with Teledyne Controls to develop an 

on-board charging system for use with our

aircraft lead acid batteries.

 
 
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Teledyne Energy Systems, Inc. returned to its roots in

2003 with major government contract wins to develop next-

generation power systems for manned and unmanned space

exploration. The company’s commercial product lines added

fuel cell stack testing services and advanced electrolysis system

research contracts to its multi-year business base. The

company continues to improve annual results while investing

strongly in new business and product development.

As the record setting Pioneer 10 spacecraft,
powered by a Teledyne Energy Systems’
thermoelectric power system, sent its last
communication on January 22, 2003,
Teledyne Energy Systems entered a new
space flight era with the addition of more
than $65 million in multi-year
development and production contracts.
Today, Teledyne Energy Systems provides
thermoelectric materials research,
thermoelectric generator production, fuel
cell system prototyping, and fuel cell
testing services to various departments
within the U.S. Department of Energy,
NASA and others.

Teledyne Energy Systems’ commercial

product line expanded in 2003, as well.
The 50th Medusa RD test station was sold
in 2003 and fuel cell testing services were
added to the portfolio. There was growing
interest in the Teledyne TitanTM hydrogen
generator line in both the traditional
industrial markets as well as those related
to alternative energy and hydrogen vehicle
refueling. The company also expanded its

commitment to developing advanced
hydrogen generation technologies in
partnership with the U.S. Department of
Energy under a program to improve system
efficiency and manufacturability.

Mars Science Lander

that may use the 

Multi Mission

Radioisotope

Thermoelectric

The success experienced to date by

Generator shown in 

the foreground.

Artist rendering courtesy

of Rocketdyne Propulsion

and Power business unit

of Integrated Defense

Systems unit of Boeing.

Teledyne Energy Systems is a direct
reflection of the skills of the dedicated
engineering, operations and administrative
staff employed by the company, who bring
expertise in materials, thermal analysis,
safety analysis, specialty welding and other
fields. This team will be responsible for the
design of power systems for next-
generation space exploration, as well as for
advanced hydrogen generators to meet the
demand of hydrogen-fueled vehicles. The
company enters 2004 with contracts in all
major product areas, an enhanced product
portfolio, and a strong focus on continuous
improvement.

 
 
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Systems began work in 2003 on a
prototype unit design with a rated power
of 110 watts. If selected for flight, the first
two production units could be used to
power the Mars Science Lander scheduled
to launch in 2009.

In addition, Teledyne Energy Systems
was awarded a Phase II contract option to
deliver a Proton Exchange Membrane
(PEM) fuel cell power system prototype for
use in the Second Generation Reusable
Launch Vehicle. The option was exercised
following the successful delivery in early
2003 of a PEM fuel cell power system
breadboard rated at five kilowatts that
exceeded all performance expectations.
Teledyne Energy Systems is now working
closely with NASA to provide a PEM fuel
cell power system package in the 10
kilowatt range that is backward compatible
for possible use in the current Space
Shuttle fleet while incorporating advanced
features that will suit it for next generation
applications.

The balance of Teledyne Energy
Systems’ Advanced Power efforts in 2003

focused on delivering exceptional service
and products to existing contracts, while
advancing all of its technologies to meet
the needs of tomorrow. The company has
developed a number of design concepts
that meet critical United States needs
including advanced thermoelectric material
concepts for programs such as the Jupiter
Icy Moon Orbiter program, regenerative
electrolysis/fuel cell system hybrids for use
in powering high altitude balloons and
unmanned aerial vehicles to increase on-
station time, and hybrid fuel
cell/thermoelectric concepts for
communication applications.

Fuel Cell Test Stations
The 50th Medusa RD unit was sold in
2003 and the company received its first
major contract that uses the Medusa LS
test station. The Medusa line of fuel cell
test systems provides high quality, simple
to use automated test stations that support
fuel cell and fuel cell stack testing up to 10
kilowatts.

Exploded view of

the Multi Mission

Radioisotope

Thermoelectric

Generator.

Advanced Power Systems
Teledyne Energy Systems’ contract wins in
2003 open the door for its hardware to
potentially fly on some of the most exciting
space exploration missions of the next
decade. Contemplated missions include a
return to Mars as the power system for the
Mars Science Lander, power systems for
the deep space probes to the outer planets,
and manned missions as the onboard
power system for the Second Generation
Reusable Launch Vehicle. NASA’s
overriding objective in each of these cases is
to go farther, faster, using less fuel, with
maximized safety and reliability.

Teledyne Energy Systems’ first win of

the year was for two contracts in the
thermoelectric material development arena,
which, if fully optioned, are worth
approximately $10 million in a multi-year
effort to achieve a 2X improvement in the
efficiency of thermoelectric materials. The
first contract, Segmented Thermoelectrics,
focuses on the use of different
thermoelectric formulations staged or
“segmented” together in a combined unit
to optimize thermal energy utilization as
temperature varies from the source of heat
input to heat rejection. The second
contract, “Superlattice Thermoelectric
Structures,” attempts to accomplish the
same result by using specialized production
techniques to align materials for optimum
thermal energy utilization.

Teledyne Energy Systems, in
partnership with the Rocketdyne
Propulsion and Power business unit of
Integrated Defense Systems of Boeing, was
awarded a substantial contract by the U.S.
Department of Energy and NASA to
develop a “Multi-Mission Radioisotope
Thermoelectric Generator (MMRTG)”
capable of supporting planetary landing or
deep space probe missions in one package.
The contract is valued at $57 million over
10 years if all development and production
phases are optioned. Teledyne Energy

 
 
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Advanced Teledyne

Perry NGX PEM Fuel

Cell Stack developed 

for Use in the Second

Generation Reusable

Launch Vehicle

Concept.

Second Generation

Reusable Launch Vehicle

Concept Design courtesy

of the National

Aeronautics and Space

Administration.

In 2003, Teledyne Energy Systems

introduced Fuel Cell Testing Services. Its
first customer, NASA, has reserved 4 test
stations for the analysis of life, durability
and performance of key PEM fuel cell
components. The first round of testing
achieved more than 10,000 hours of
continuous operation among the four test
stations. A second round of testing has
been started with a goal of 10,000 hours
per station.

Teledyne Energy Systems expanded its
fuel cell testing customer base in mid-2003
with the receipt of a contract to perform
life testing of multi-kilowatt stacks for a
major fuel cell developer. The tests use a
Medusa LS test station and hydrogen gas
produced by a Titan hydrogen generator.
Performance under the initial contract led
to the receipt of a multi-year testing
services contract valued in excess of $1
million. This contract will use two Medusa
LS stations running 24 hours a day
collecting performance and durability data.

PEM Fuel Cells
Teledyne Energy Systems continues to
focus its PEM fuel cell efforts on
technology innovations to meet immediate
needs in the military and aerospace sectors.
The common thread has been to enhance
fuel cell power while reducing weight and
volume. The culmination of the 2003
effort is the Teledyne Perry NGX 
fuel cell stack, which incorporates
advanced flow and thermal management
features that allow it to produce the same
power as an NG2000 stack in
approximately half the volume and weight.
Although Teledyne Energy Systems will
continue to offer its successful and proven
NG2000 and NG3000 series stacks, the
NGX stack will begin to supplant these
older technologies initially in the aerospace
sector where weight and volume are of
premium value.

Teledyne Energy Systems has also
continued its efforts to develop systems
that operate with both gaseous and liquid
hydrocarbon fuels. The company

completed its FTU-2 fuel processor/fuel
cell prototype which is being used to
analyze start up and transient response,
control strategies and general performance.
Results from these analyses will be used in
the next stage of development aimed at
enhancing life and the flexibility to operate
on more complex hydrocarbon fuels such
as diesel.

Hydrogen/Oxygen Generators
Teledyne Energy Systems TitanTM
Hydrogen/Oxygen generator business
provides a full line of systems that produce
high purity hydrogen and oxygen gas for
the power generation, semiconductor
fabrication, fiber optic production, metals
processing, and food processing industries.
Although 2003 saw softness in the
commodity production segments, such as
semiconductor and fiber optic fabrication
that fueled Titan generator product sales in
the late 1990s, growth accelerated in the
power generation segment as China, India
and other developing regions met increased
demand for electricity with new power
plant construction. This market shift
provided a stable platform for generator
sales throughout the year.

Continued interest in hydrogen as a

fuel has also provided growth
opportunities. The company was awarded
a U.S. Department of Energy grant to
research technologies that would increase
alkaline electrolysis efficiency and reduce
production costs. The contract, which will
begin in 2004, will look both at
fundamental improvements to the
underlying chemistry, as well as applying
“Design for Manufacture” and “Lean
Manufacturing” techniques to lower
production costs. The company expects
project results to provide new designs for
the future, and contribute to its near term
competitiveness goals.

 
 
With roots going back to 1953, 
Teledyne Brown Engineering reviews fifty years 
of technological accomplishments 
in support of a wide array of our country’s 
most important aerospace, defense, 
environmental and homeland security programs.

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TELEDYNE TECHNOLOGIES INCORPORATED

T E L E D Y N E B R O W N E N G I N E E R I N G

On the Cutting Edge of Technology 
for Over Half a Century

19531953

953 was a momentous year. In that year, U.S. Air Force test

pilot Chuck Yeager set a then world speed record of 1,650

mph in the X-1 rocket plane, James Watson and

Francis Crick announced the double-helix structure
of DNA, Sir Edmund Hillary reached the summit of

Mount Everest, and Wernher von Braun had
already been working with the U.S. Army for
eight years developing missile and rocket
technology.

Josef Stalin died in 1953, the Soviet Union

tested its first prototype hydrogen bomb, an
armistice was signed to end the Korean war
and the World Series was won by the New
York Yankees over Brooklyn, their fifth
consecutive win. The United States was already
well into its “cold war” with the Soviet Union,

and the “space race” was about to begin.

Against this background, a new company was

formed in Huntsville, Alabama that has played an

important role in this country’s space, defense,

environmental and national security programs ever since. It

is known today as Teledyne Brown Engineering, Inc.

 
 
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Huntsville had become the home of the Army’s Redstone
Arsenal in 1941, and in 1950, a German rocket
development team, led by Wernher von Braun, transferred
there from Fort Bliss and was assigned the task of
developing a midrange missile for the U.S. Army. It became
known as the Redstone Rocket.

In developing this rocket, von Braun’s team needed
additional engineering and manufacturing support and
Teledyne Brown Engineering’s predecessor company,
Alabama Engineering and Tool Company, was formed to
meet those needs. This company later merged with another
and became known as Brown Engineering. In 1967, it was
acquired by Teledyne, Inc. and became one of the most
prominent members of that high technology corporation. It
continues to play an important role today as part of
Teledyne Technologies Incorporated.

The 50 years that have led from that modest beginning

to today are marked by some of the most significant
milestones in our country’s space exploration and defense
efforts. In 1956, the Army Ballistic Missile Agency was
formed and von Braun’s team was given the mission of
developing the country’s first long-range missile, known as
the Jupiter.

Then, on October 4, 1957, the nation was shocked when
the Soviet Union successfully launched the world’s first
man-made earth-orbiting satellite, Sputnik. As this tiny
satellite circled the earth, sending out its series of radio
signal beeps, a crash program was initiated and a modified
Jupiter rocket was able to launch this country’s first satellite,
Explorer I, just three months later on January 1, 1958.
Brown Engineering played a significant role in the
development of both the Jupiter rocket and its satellite
payload.

In 1958, Congress created the National Aeronautics
and Space Administration (NASA) with the specific mission
of developing manned space flight, and Brown Engineering
began a close association with that agency that continues
today. In 1960, the Army’s space activities were then
transferred to NASA. The Marshall Space Flight Center was
formed and, with 4000 personnel, became the largest and
best known of the NASA centers.

In NASA’s Saturn-Apollo program, which extended

from 1961 to the first moon landing in 1969, Brown
Engineering provided some 20,000,000 man-hours of
support in a wide variety of efforts.

 
 
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Since those early years, Brown Engineering has had a role in
virtually every major Marshall Space Flight Center program,
including the Skylab and Apollo-Soyuz programs of the
1970s, continuing into the Space Shuttle and International
Space Station programs of today. Teledyne Brown
Engineering became the payload integration contractor for
Space Shuttle scientific missions, and was responsible for
that mission on 24 highly successful flights during the
1980s and 90s.

Skylab was only a temporary space station, and in 1987

Boeing was selected to design and build Marshall Space
Flight Center-managed modules for the new permanent
version, the International Space Station. Teledyne Brown
Engineering became a member of that team and still is
today.

Based on its extensive experience during those years in
developing crystal-growth furnaces, glove boxes and other
scientific space experiment hardware, Teledyne Brown
Engineering was selected by the Marshall Space Flight
Center as the prime support contractor on the present
microgravity research and development programs.

When NASA was created, the U.S. Army no longer
participated in space projects, but continued rocket and
missile development as head of the Army Ballistic Missile
Agency and the Army Rocket and Guided Missile Agency.
The Redstone Arsenal thus became the center for missile-
related weapons development, as well as for emerging
missile defense programs. Teledyne Brown Engineering has
participated in and supported these activities ever since,
becoming one of the Army’s major Missile Defense systems
engineering and technical assistance contractors.

In 1971, Teledyne Brown Engineering was awarded the

Army’s Systems Engineering and Technical Assistance
Contract (SETAC). The company has remained on this
contract continuously since its inception through many re-
bids. Their first major effort under SETAC was in support
of the development of Safeguard, America’s only functional
Ballistic Missile Defense system that operated briefly in the
1970s.

During the 80s and 90s, Teledyne Brown Engineering

was involved in essentially every Ballistic Missile Defense
system effort. During the development of President Reagan’s
Strategic Defense Initiative (SDI), commonly called 

 
 
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“Star Wars,” the company was selected as one of 10 Centers
of Excellence responsible for defining that system’s
architecture.

To prevent conflicts of interest with other activities,

SETAC is now handled by Teledyne Solutions, Inc., a
wholly owned subsidiary of Teledyne Brown Engineering,
Inc., created explicitly for this purpose.

Other Ballistic Missile Defense activities include

support of the U.S. Army Space and Missile Defense Center
and subcontracting assistance to Boeing.

Today, Teledyne Brown Engineering’s activities can be

categorized in five major areas: Defense, Space,
Environmental, Homeland Security, and Manufacturing. A
significant portion of Brown’s business is still in programs
for Department of Defense missile defense agencies and
NASA’s Marshall Space Flight Center.

Defense
After 50 years, Teledyne Brown Engineering continues its
original mission in support of U.S. Army ballistic missile
defense programs with its strong and diverse engineering
and scientific talent, providing state-of-the-art systems

engineering for the development and acquisition of complex
weapons systems. The company is involved in a wide range
of other defense systems as well, including space-based
weapons; land, sea, and air combat systems; and equipment
for individual warfighters.

One prime example is the company’s present role as a

major subcontractor to Boeing on the highly important
Ground-based Midcourse Defense program. These activities
involve integration planning, design, evaluation, and
management support for missile defense systems, including
the development of high-fidelity threat signatures for use in
target identification and countermeasures systems, as well as
a variety of systems engineering, integration and testing
services.

One of Teledyne Brown Engineering’s great strengths
lies in its extensive experience and capability in developing
world-class computer software systems for the modeling,
simulation and analysis of complex situations. The
company’s Extended Air Defense Simulation (EADSIM)
product, for example, is the most pervasive and successful
modeling and simulation product in use in the defense
field, and has been the standard for air defense mission

 
 
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planning for over a decade. It is used by almost 400
agencies in the U.S. and ten foreign countries for defense
analysis, training and operational planning.

Other Teledyne Brown simulation-based products are
used by the U.S. Army for testing, training and operations
analysis, including force-on-force, mission planning, and
battle scenarios. The company has also developed real-time
distributed software systems for such applications as
command and control systems development and
interoperability and integrations assessment.

Space
From its inception, Teledyne Brown Engineering has
supported every key space program from the first U.S.
satellite to its present-day role as a major subcontractor to
Boeing on the development and operation of NASA’s
International Space Station. Support services range from
concept development and design to systems integration and
participation in the operation of mission control centers
during live on-orbit missions. The company also designs,
develops and fabricates space-qualified hardware, and

operates test facilities needed in developing and qualifying
space hardware and systems for various programs.

With its extensive background as a payload integration

contractor on 24 highly successful Space Shuttle scientific
missions, and its performance in the development and
production of hardware for the in-flight growth of crystals
under microgravity conditions, Teledyne Brown Engineering
was selected as prime support contractor on microgravity
research and development programs by the Marshall Space
Flight Center, and is currently fulfilling that role.

The company also produces integrated training systems

using computer technology and interactive, multimedia
techniques to prepare scientists, astronauts, and ground
support personnel for the operation of complex space
systems such as the International Space Station. These
training system techniques have also been applied in a
variety of commercial training applications by companies
such as Mercedes Benz.

Teledyne Brown Engineering’s space products and

services have been successfully marketed to various
international customers including the European, Russian,
and Japanese space agencies.

 
 
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Environmental
Modern technologies have brought with them a wide array
of hazardous materials that can pose both short-term and
long-term threats to the environment. Specialized techniques
are needed for the handling, storage and disposal of such
materials. The problems with nuclear materials are well
known, but chemical and biological materials, as well as
obsolete weapons, are also of great environmental concern.
Teledyne Brown Engineering’s Environmental Systems
group specializes in this field. This group received a three-
year extension of its Certificate of Authorization in 2002
from the American Society of Mechanical Engineers, known
as an N-stamp, which is required in performing work for
the nuclear power industry. It has permitted Teledyne
Brown Engineering to win major contracts, and qualifies it
for future work on spent nuclear fuel and other nuclear
industry projects.

An important current project is the manufacture of
customer-designed containers for vitrified nuclear waste for
the Department of Energy’s Savannah River site near Aiken,
South Carolina. The company also designs specialty
hazardous materials handling and storage devices for
government-regulated environments.

In support of these programs, Teledyne Brown
Engineering operates a well-equipped, state-of-the-art
laboratory in Knoxville, that offers complete high- and low-
level radiological monitoring and analytical services. These
services are used by the nuclear power industry for
radiological environmental monitoring; for the signature
detection of nuclear, chemical and biological devices; and
for the analysis of debris produced in the disassembly of
nuclear facilities. The Knoxville lab serves nearly every
commercial nuclear facility in the United States, as well as
the U.S. Air Force, the Department of Defense and the
Department of Energy.

Weapons disposal and recovery solutions for the U.S.

Army is another major area of environmental activity.
Teledyne Brown Engineering is now carrying out a six-year
contract for the design and fabrication of chemical
processing systems to safely treat and dispose of chemical
warfare materiel under the U.S. Army Non-Stockpile
Chemical Demilitarization program.

Other Environmental services include threat reduction

solutions involving the safety and security of nuclear,
biological and chemical materials; cost-effective approaches
to providing survivability of military personnel in nuclear,

 
 
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biological and chemical environments; rapid response
technologies for meeting emergency situations; and the
manufacture of hardware and equipment needed to deal
with these threats on a local, national or international basis.
Teledyne Brown Engineering’s extensive engineering and
manufacturing capability provides the hardware and
equipment needed to support these activities.

Homeland Security
Teledyne Brown Engineering’s experience in space and
defense projects has given it several capabilities that are now
being applied in the field of Homeland Defense, in
preparing for, responding to, mitigating and recovering
from nuclear, biological and chemical threats.

The company’s products range from threat definition

and susceptibility analysis services, sensors, alarms and
protection systems to emergency response vehicles and tools
for dealing with hazardous materials and critical situations.
One of its unique products is the WaterSabretm Fluid Jet
Cutting System. This mobile, remotely operated machine
can be quickly deployed at the scene of a hazardous threat.
It uses an ultra-high-pressure water jet containing abrasive

particles, designed to cut through the metal structure of a
vehicle or explosive device without generating heat or
sparks. It also has alternative uses in helping free accident
victims at crash sites. A related product is a Mobile
Detonation Chamber system designed to permit the safe,
on-site detonation of certain explosive devices.

Security of computer systems and networks is another

vital field of Teledyne Brown Engineering’s activity. This
includes defensive software design and access control,
intrusion detection, hacker profiling and safeguards,
vulnerability assessments, and a variety of other security
disciplines for computer and communications systems.
Teledyne Brown Engineering has also developed
automated consequence management software that helps
planners and emergency response managers to rapidly
evaluate response alternatives in the event of terrorist
attacks. The company is also a principal developer of
advanced planning and operations control, under
congressionally mandated FEMA/DHS-sponsored programs
for disaster management and agency interoperability
services.

 
 
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Capability-3 (PAC-3) Missile Round Trainer, and it is also
used in fabricating large, stainless steel nuclear waste storage
containers for the Savannah River nuclear facility, under a
long-term contract.

With its great half-century record of achievement, and

its large cadre of dedicated professional engineering,
scientific and technical manufacturing personnel, Teledyne
Brown Engineering looks forward to many more years of
exceptional service to its customers in finding creative and
cost-effective solutions to the problems and programs that
will be forthcoming.

Manufacturing
A key element in Teledyne Brown Engineering’s support of
many of the aerospace, defense and environmental programs
described has been the company’s capability in the area of
close tolerance prototyping and low-rate manufacturing of
needed hardware. The company operates a complete,
modern machine shop with the latest automated CNC
machining centers, as well as facilities for sheet metal
forming, welding, and test and evaluation of complex
mechanical systems. Teledyne Brown Engineering maintains
a complete facility for electrical and electronic systems
fabrication and a large clean room for the final assembly
and testing of flight-qualified hardware.

Teledyne Brown Engineering has experience in

engineering and building large structures such as the huge,
highly accurate Element Rotation Stand used in the Space
Station development, as well as smaller complex devices
such as the crystal growth furnaces used in on-orbit
microgravity scientific experiments aboard both the Shuttle
and the International Space Station.

The company’s assembly and integration capability is
now being used in the fabrication of the Patriot Advanced

 
 
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TELEDYNE TECHNOLOGIES INCORPORATED

EXECUTIVE  MANAGEMENT

DIRECTORS

Robert Mehrabian*
Chairman, President and 
Chief Executive Officer

John T. Kuelbs*
Senior Vice President,
General Counsel and Secretary

Dale A. Schnittjer*
Vice President and 
Chief Financial Officer

Aldo Pichelli*
Senior Vice President and 
Chief Operating Officer, Electronics 
and Communications Segment

James M. Link*
President, Teledyne Brown Engineering, Inc.

Bryan L. Lewis
President, Teledyne Continental Motors, Inc.

Rhett C. Ross
President, Teledyne Energy Systems, Inc.

Robert W. Steenberge
Chief Technology Officer

Ivars R. Blukis
Chief Business Risk Assurance Officer

Robyn E. Choi
Vice President of Administration, 
Human Resources and Assistant Secretary

Melanie S. Cibik
Vice President,
Associate General Counsel 
and Assistant Secretary

Shelley D. Green
Treasurer

* Section 16 Officer

Robert P. Bozzone (1)(3)
Chairman,
Allegheny Technologies
Incorporated

Frank V. Cahouet (1)(2)
Retired Chairman and 
Chief Executive Officer,
Mellon Financial Corporation

Diane C. Creel (2)(3)
Chairwoman and 
Chief Executive Officer, 
Ecovation, Inc.

Charles Crocker (2)(3)
Chairman and 
Chief Executive Officer, 
BEI Technologies, Inc.

Robert Mehrabian 
Chairman, President and 
Chief Executive Officer,
Teledyne Technologies 
Incorporated

Paul D. Miller (1)(2)
Chairman,
Alliant Techsystems, Inc.

Charles H. Noski (1)(2) * *
Corporate Vice President and
Chief Financial Officer,
Northrop Grumman Corporation

Charles J. Queenan, Jr.(1)(3)
Senior Counsel,
Kirkpatrick & Lockhart LLP

Michael T. Smith (2)(3)
Retired Chairman and 
Chief Executive Officer,
Hughes Electronics Corporation

(1) Audit Committee
(2) Nominating and Governance Committee
(3) Personnel and Compensation Committee

** Charles H. Noski resigned as a director effective February 27, 2004, due to the

demands of his position as Corporate Vice President and Chief Financial Officer of
Northrop Grumman Corporation, a position he assumed in December 2003.

STOCKHOLDER  INFORMATION

Corporate Offices
Teledyne Technologies Incorporated
12333 West Olympic Boulevard
Los Angeles, CA 90064-1021
Telephone: (310) 893-1600
Fax: (310) 893-1669
www.teledyne.com

Transfer Agent and Registrar
Mellon Investor Services LLC
P.O. Box 3315
South Hackensack, NJ 07606
(800) 356-2017

Stockholder Publications - Form 10-K
Annual reports (including Form 10-K)
and proxy statements are mailed to all
stockholders of record. Copies of our SEC
periodic reports, corporate governance
guidelines, code of ethics and committee
charters are also available on our web site
at www.teledyne.com. For additional
information, contact Corporate
Communications or Investor Relations.

Stock Exchange Listing
The common stock of Teledyne
Technologies Incorporated is traded 
on the New York Stock Exchange 
(symbol TDY).

Annual Meeting
The annual meeting of stockholders will
be held on Wednesday, April 28, 2004, 
at 9:00 a.m., at Teledyne Technologies
Incorporated, 12333 West Olympic
Boulevard, Los Angeles, CA 90064-1021.

Independent Auditors
Ernst & Young LLP
Los Angeles, California

Current News and General Information 
Information about Teledyne is available at
www.teledyne.com.

 
 
FORWARD-LOOKING STATEMENTS CAUTIONARY NOTICE

This annual report contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities,
capital expenditures, pension matters and strategic plans.  Actual results could differ
materially from these forward-looking statements.  Many factors, including changes in
demand for products sold to the semiconductor, communications and commercial
aviation markets, timely development of acceptable and competitive fuel cell products
and systems, funding, continuation and award of government programs, changes in
insurance costs, customers’ acceptance of piston engine insurance-related price
increases, continued liquidity of our customers (including commercial airline
customers) and economic and political conditions, could change the anticipated
results.  In addition, stock market fluctuations affect the value of the Company’s
pension assets.  

Global responses to terrorism and other perceived threats increase uncertainties
associated with forward-looking statements about our businesses.  Various responses
could realign government programs, and affect the composition, funding or timing of
our programs.  Reinstatement of flight restrictions would negatively impact the market
for general aviation aircraft piston engines and components.  

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.

While Teledyne Technologies’ growth strategy includes possible acquisitions, the
Company cannot provide any assurance as to when, if, or on what terms, any
acquisitions will be made.  Acquisitions, including the recent asset acquisitions of the
Filtronic Solid State business and of Leeman Labs, Inc., 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 2003 Annual Report on Form 10-K.  The Company assumes no
obligation to publicly update or revise any forward-looking statements, whether as a
result of new information or otherwise.

Credits:

Design: James Robie Design Associates

Writing: Robert McVicker

International Space Station, Redstone I,
Saturn-Apollo, Skylab, Space Shuttle photos
courtesy of NASA

The Teledyne logo and marks are licensed
from TDY Holdings, LLC.