32765_text 3/18/05 10:37 AM Page 3
T E L E D Y N E
T E C H N O L O G I E S
I N C O R P O R A T E D
2 0 0 4
A N N U A L R E P O R T
32765_text 3/18/05 10:37 AM Page 4
Markets Served by
Teledyne Technologies
Approximate Percent of Sales in 2004
1. Defense Electronics
2. Electronic Instruments
17%
18%
3. Other Commercial Electronics
21%
4. Government
Engineering Services
26%
5. Aerospace
Engines and Components
18%
Teledyne Technologies is a leader in defense and regulated
commercial niche markets that have significant barriers to entry.
1. Defense Electronics products and services include traveling wave
tubes and microwave assemblies for electronic warfare, satellite
communication and radar applications; microelectronic modules for
a variety of applications including secure communications; high
voltage connectors and cable assemblies sold under the Teledyne
Reynolds name; ejection seat sequencers; rigid-flex printed circuit
boards, and contract manufacturing of military electronic assemblies.
2. We manufacture a range of Electronic Instruments used in
environmental analysis and emissions monitoring, industrial
process control, petrochemical manufacturing, semiconductor
manufacturing, drug discovery and energy exploration and
production. Environmental and laboratory instruments include
Teledyne Advanced Pollution Instrumentation and Teledyne
Monitor Labs air quality monitoring instruments and systems,
Teledyne Isco wastewater samplers and flash chromatography
equipment, Teledyne Tekmar gas chromatography sample
concentrators and total organic carbon analyzers and Teledyne
Leeman Labs elemental spectrometers and mercury analyzers.
Industrial instruments include geophysical sensors for offshore
petrochemical exploration, Teledyne Hastings vacuum gauges
and mass flow controllers and Teledyne Analytical Instruments
oxygen sensors.
3. Other Commercial Electronics is comprised of specialized avionics,
sold under the Teledyne Controls name, which include data
acquisition and communication products for air transport and
business aircraft. In addition, we also manufacture electronic
components, including relays and connectors, for commercial
aviation, telecommunications, data storage and semiconductor test
markets, and we provide manufacturing services for subassemblies
used in medical instruments and in implantable medical devices.
4. Our Government Engineering Services, provided by Teledyne
Brown Engineering, Inc., Teledyne Solutions, Inc. and Teledyne
Energy Systems, Inc., apply the skills of our extensive staff of
engineers and scientists to provide innovative systems engineering,
advanced technology, and manufacturing solutions to defense,
space, environmental, and homeland security customers. Significant
markets include a number of national missile defense programs,
microgravity science activities, environmental services related to the
destruction of hazardous chemical and biological materiel and
power generation systems for defense and space applications.
5. Our Aerospace Engines and Components, represented by
Teledyne Continental Motors, Inc., is one of two primary
worldwide original equipment producers of piston engines for
the general aviation marketplace. We also design, develop and
manufacture small turbine engines primarily used in tactical
missiles, such as the Joint Air-to-Surface Standoff Missile (JASSM)
and Harpoon cruise missiles.
32765_text 3/18/05 10:37 AM Page 5
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
2 0 0 4 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 4
2 0 0 3
2 0 0 2
$1,016.6
$ 840.7
$ 772.7
$
$
41.7
1.24
$ 29.7
$
0.91
$
$
33.7
32.7
25.4
0.77
32.9
Summary Balance Sheet Data
2 0 0 4
2 0 0 3
2 0 0 2
Cash and cash equivalents
$
11.4
$
37.8
$
19.0
Working capital
Total assets
Long-term debt and
capital lease obligations
124.4
624.8
74.4
129.5
433.6
102.6
398.9
—
—
Stockholders’ equity
$ 262.1
$ 221.0
$ 176.8
Sales
(In millions)
Sales by Segment
Earnings per Share
Free Cash Flow (1)
(In millions)
Electronics and
Communications
Systems Engineering
Solutions
Energy Systems
Aerospace Engines
and Components
(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 2004 Annual Report on Form 10-K
for additional information regarding Teledyne Technologies Incorporated financial data.
1
Page 1
32765_text 3/18/05 10:37 AM Page 6
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
T O O U R S T O C K H O L D E R S
Introduction
2004 was a transformational year for Teledyne, one in which we made
exceptional progress towards our goal of high quality revenue and
earnings growth.
Robert Mehrabian
Chairman, President and
Chief Executive Officer
•
•
•
• We closed five acquisitions, including our three largest to date.
•
Revenues increased 20.9% to just over $1.0 billion
compared to $841 million in 2003.
Earnings per share increased 36.3% to $1.24 compared to
$0.91 in 2003.
Total operating margin1 improved by 124 basis points.
Cash from operations was a record $84.9 million, and free cash
flow of $66.1 million was 159% of net income.
Given our strong free cash flow, we ended 2004 with only $66.2 million
in net debt, despite spending approximately $177 million for acquisitions.
Our balance sheet remains strong, with a debt/capital ratio of 22.8 percent,
which provides flexibility for future acquisitions in our strategic businesses.
Finally, I’m proud that our strong financial performance rewarded
stockholders with an increase in the market value of our stock by 56 percent
from year-end 2003 to year-end 2004.
Strategy
As we grow both organically and through acquisitions, we are working to
become a simpler and more integrated operating company. Over time, our
goal is to continue on our path of high quality revenue and earnings
growth and create a more focused set of businesses that are truly superior in
their niches. We do this by executing on two focused fronts; first, by
strengthening and expanding specific platforms in our core electronics,
instruments and systems engineering businesses through organic growth
and targeted acquisitions; and second, by pursuing operational excellence
and margin expansion initiatives to continuously improve earnings. In
addition, operational excellence to Teledyne means the rapid integration
of the businesses we acquire.
Growth through Acquisition
In last year’s letter to stockholders, I noted our goal to increase both the
number and size of acquisitions. In 2004 we made five targeted bolt-on
acquisitions, three in defense electronics and two in instruments, and we
felt positive in our ability to efficiently integrate the acquired operations.
For almost forty years, Teledyne has
provided systems engineering and
technical assistance to the U.S. Army
Space and Missile Defense Command
Page 2
1 Operating margin defined as segment operating profit and other segment income less
corporate expense, divided by sales.
32765_text 3/18/05 10:37 AM Page 7
Teledyne pioneered the
development of tri-band
traveling wave tubes that can
operate at multiple frequencies,
greatly simplifying military
satellite communication
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
In defense electronics, we built on our already strong position in the
defense microwave market by acquiring Filtronic Solid State and the
defense assets of Celeritek, Inc., both of which design and manufacture
specialized microwave components and subassemblies for electronic
warfare, radar and military communication applications. These products
not only share design and manufacturing technology with our existing
microwave business, but also serve the same customers and military
platforms as Teledyne’s industry leading line of high power helix traveling
wave tubes.
Both of these businesses were located within a few miles of our existing
Microwave facility in Mountain View, California, allowing us to combine
all of our acquired solid state microwave operations under a single roof.
The sharing of administrative and operational resources, combined with
the ability of our technical staff members to interact on a daily basis, should
contribute significantly to operational efficiency. With the additional
product lines and a unified sales force, we are now in a much better
position to provide our customers with a wide variety of microwave
assemblies that combine multiple functions into a single integrated module.
Reynolds Industries, Incorporated, a leading supplier of specialized high
voltage connectors and subassemblies, was another key acquisition in
defense electronics in 2004. One of Teledyne Reynolds’ most exciting
products is the quick-release cable assembly used on the Joint Helmet
Mounted Cueing System. Using the cueing system, the pilot of a tactical
aircraft such as an F/A-18 or F-16 needs only to point his head at the
target and the weapons will be directed to where the pilot is looking. Some
pilots have described this advanced targeting system as the single greatest
increase in the war fighting ability of the F/A-18, and we are proud to
support this program.
While Reynolds Industries is new to the Teledyne family, we have
known the company for decades as the preferred supplier of high voltage
connectors and cables for our traveling wave tubes. Also, its facility is
located less than one mile from one of our other defense electronic
facilities in Los Angeles.
I am also pleased to report that we made significant progress this year in
the expansion of our lines of instruments used for ensuring the safety of
our environment. Starting with our long-standing expertise in industrial gas
monitoring, we began to systematically acquire environmental gas analysis
capabilities, first in 2001, with ambient air monitoring, and then in 2002,
with continuous emissions monitoring for smokestacks. In 2003, we
entered the water quality market by acquiring laboratory instruments
capabilities that are used in the detection of organic compounds.
Teledyne Microwave designs and
produces integrated subsystems
used in the modernization of
electronic warfare systems
Teledyne Reynolds developed
proprietary high-voltage connectors and
subassemblies for the Joint Helmet
Mounted Cueing System, which gives
pilots the ability to designate a target
simply by looking at it
Page 3
Page 3
32765_text 3/18/05 10:37 AM Page 8
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
Teledyne Advanced Pollution
Instrumentation provides gas analyzers
for a number of hazardous compounds
including Sulfur Dioxide, Carbon Monoxide
and Ozone (shown)
In the first quarter of 2004, we added inorganic analysis to our
environmental capabilities by acquiring Leeman Labs, a well-regarded
manufacturer of inductively coupled plasma (ICP) optical emission
spectrometers that provide accurate detection and precise classification of
low levels of contaminants in drinking water, wastewater and soil. The
analysis of mercury in the environment is taking on increased importance,
and Teledyne Leeman Labs’ Hydra AF instruments can detect mercury at
levels as low as 0.05 parts per trillion.
Our most recent environmental water quality instrumentation
acquisition, and our largest to date, was Isco, Inc., a leading supplier
of portable and fixed automated samplers for wastewater monitoring.
Teledyne Isco has continually expanded its sampler line as water
monitoring requirements have become more demanding. The operation
also has a broad line of open channel flow meters that detect leaks in sewer
systems and monitor runoff in storm drains.
Speeding up the process of bringing new drugs to market is a major
focus for pharmaceutical companies worldwide. Teledyne Isco is a market
leader in flash chromatography instruments and consumables used by
medicinal chemists to purify new chemical entities before they are tested
for effectiveness. The Companion® personal purification system,
introduced in mid-2003, experienced excellent sales in 2004 and is the
most successful new instrument in Teledyne Isco’s history. Not only is this a
highly successful new product, but it provides an important foothold for
Teledyne in the high growth drug discovery market.
I am very pleased with the progress we made in 2004 and believe that
these targeted acquisitions have not only helped us become one of the
leading suppliers of environmental monitoring instruments, but also
strengthened our core industrial process control instrument lines and
created new opportunities for Teledyne in the attractive life sciences market.
H I G H L I G H T S F R O M O P E R A T I O N S
Defense Electronics
During 2004 our defense electronics product lines continued to support
military platforms ranging from legacy aircraft such as the B-52
Stratofortress to the most modern aircraft such as the F-35 Joint Strike
Fighter. Current military operations in Iraq and Afghanistan have driven
the demand for spare parts and replenishment orders for traveling wave
tubes, microwave modules and electronic assemblies used in the F-15,
F-16, B-52, B-1B aircraft and the Cobra helicopter. We successfully
Teledyne Tekmar’s gas chromatography
introduction systems allow automated
testing for organic contaminants in water
and wastewater
Teledyne Leeman Lab’s Hydra AF analyzers,
used to monitor water quality, are capable
of detecting mercury at levels of less than
0.05 part per trillion
Teledyne Isco’s CombiFlash Companion flash
chromatography systems provide easy-to-
use automated purification of organic
compounds to research chemists involved
in drug discovery
Page 4
32765_text 3/18/05 10:38 AM Page 9
Teledyne Relays latest
high frequency RF relay
operates at microwave
frequencies up to 10GHz
5
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
completed qualification testing of a military fiber optic transceiver module
for the F-35 and began delivery of production flight units in the second
half of 2004.
In addition, we were awarded major development programs for new
traveling wave tubes to be used on systems being developed for
international F-16 sales and U.S. Navy F-18’s. In May 2004, we began to
occupy an 80,000 square foot addition to our Teledyne MEC facility in
Rancho Cordova, California, doubling the floor space to handle the
increased demand.
Electronic Instruments
While our sales of environmental monitoring instruments have grown
significantly, we also serve a range of other market applications including
industrial process control, petrochemical manufacturing, semiconductor
manufacturing, drug discovery and energy exploration and production. In
2004, year-over-year total sales of electronic instruments increased
approximately 75%. This was largely due to organic sales growth of over
21%, the 2004 acquisitions of Leeman Labs and Isco, Inc., and the full-
year impact of the 2003 acquisition of Tekmar.
With continued strong worldwide demand for environmental
instrumentation, 2004 was another successful year at Teledyne Advanced
Pollution Instrumentation (API). In overseas environmental markets, Teledyne
API maintained its leading position in ambient air monitoring applications.
Additionally, in 2004, significant orders in a number of ancillary markets,
including ozone monitoring, allowed Teledyne API to continue its
diversification into non-environmental gas monitoring markets including
semiconductor fabrication, water purification and other industrial processes.
Strong demand and increased prices for oil and natural gas, along with
the introduction of new advanced acoustic sensor arrays, contributed to
revenue growth of more than 100% at Teledyne Geophysical Instruments.
In addition to significant growth in the energy exploration markets,
Teledyne Geophysical Instruments continued to extend its product
offerings for defense applications such as harbor security.
Teledyne Tekmar continued to improve its business performance
throughout its first full year as a Teledyne company. Orders and sales grew
over last year, driven by increased international demand, especially
in Asia. Sales to Japan were particularly robust as new drinking water
regulations created demand for Teledyne Tekmar’s laboratory organic
compound analysis systems.
Teledyne Controls’ Electronic Flight Bag provides
pilots with paperless information access
Teledyne Microelectronic Technologies
provides electronic packaging of products
requiring extreme reliability and miniaturization,
such as implantable medical devices
5
Page 5
32765_text 3/18/05 10:38 AM Page 10
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
Teledyne Microwave manufactures
microwave and millimeterwave
transceivers used in wireless
communications infrastructure
Teledyne Brown Engineering and
Teledyne Solutions develop complex
software solutions for government
customers, including cyber
security software
Page 6
Teledyne Brown Engineering has established an
alliance with Rheinmetall Defence Electronics to
develop state-of-the-art Unmanned Aerial
Vehicles (UAVs) solutions for the U.S. Departments
of Defense and Homeland Security
Other Commercial Electronics
Following the integration of Aviation Information Solutions (AIS),
acquired in 2003, into our Teledyne Controls avionics business, we were
selected by Airbus in 2004 as the sole supplier of their On-board
Information Terminal (an Electronic Flight Bag system originally developed
by AIS) for the A320 and A330/340 aircraft families. We expect to begin
shipments in 2005, and we are excited to be the standard equipment
provider of this new product for use on the vast majority of OEM and
aftermarket Airbus air transport aircraft.
Our facility that produces high reliability military microelectronics also
produces microelectronic modules for implantable medical devices. The
medical device product line experienced its best growth in years, primarily
attributable to a manufacturing agreement with a leading medical device
manufacturer whereby Teledyne became a primary supplier of certain
electronics for pacemakers and defibrillators.
Demand for up-down frequency converters used in point-to-point
radios for cellular telephone infrastructure increased significantly in 2004,
resulting in a doubling of production rates during the year. A strong
wireless infrastructure market also contributed to the significantly improved
performance at Teledyne Relays, whose RF relays are designed to provide
fail-safe switching in cellular systems.
Systems Engineering Solutions
Financial performance in 2004 for our Systems Engineering Segment was
again very impressive, as sales and operating profit reached record levels.
During the year, Teledyne Brown Engineering, Inc. (TBE) continued its
long-standing support of several missile defense and space programs, while
pursuing a number of new initiatives designed to position the company to
meet our nation’s evolving defense and security needs.
This Segment is playing a major role in responding to the growing
threat of a missile attack on the United States. TBE is providing support
for the new systems fielded in 2004, as well as software-based test and
evaluation, data analysis, and modeling and simulation for developing
systems. Programs where TBE has major involvement include the Ground-
based Midcourse Defense (GMD) program, as well as the Missile Defense
Agency’s new Targets and Countermeasures program. We are pleased to
continue our efforts in support of our nation’s defense against evolving
ballistic missile threats.
Five years ago, we formed Teledyne Solutions, Inc. within the Systems
Engineering Segment specifically to continue our Systems Engineering and
Technical Assistance (SETA) tasks for our Department of Defense
32765_text 3/18/05 10:38 AM Page 11
From Skylab to the present International
Space Station, Teledyne Brown
Engineering has designed, developed,
and manufactured complex hardware
for space systems
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
customers. SETA contracts assist government agencies with highly technical
evaluations of strategy, program management and operational performance.
During 2004 Teledyne Solutions continued to win additional task orders
with existing missile defense clients, and developed new work in
information assurance and security, and the fusion of information for
emergency responders.
After September 11, 2001, the aviation community began to consider
access to real-time information about the condition of an aircraft in the
event of an in-flight emergency. Teledyne responded to this concern, and
the FAA awarded a contract to Teledyne Brown Engineering for the
development of the Automated Airborne Flight Alert System. This system,
developed in conjunction with Teledyne Controls, enables an aircraft to
automatically detect irregular flight conditions and transmit relevant
information to the ground over existing communications links.
In November 2004 we signed an alliance with Rheinmetall Defence
Electronics GmbH to market unmanned aerial vehicles (UAVs) to the U.S.
defense market. Rheinmetall is the primary supplier of UAV systems for
German forces, and under the agreement TBE would manufacture
adaptations of Rheinmetall’s two UAV systems at our facilities in
Huntsville, Alabama.
Teledyne Technologies’ involvement with environmental safety extends
beyond air and water quality instruments and includes direct destruction of
hazardous materials for the U.S. military. In 1997, the United States, along
with 64 other nations, ratified the Chemical Weapons Convention, which
calls for the destruction of all chemical weapons by 2007. As the prime
contractor for the U.S. Army’s Non-Stockpile Chemical Materiel Program,
TBE plays a pivotal role in the destruction of chemical samples and
chemical weapons that are recovered from test sites.
TBE’s environmental business grew by almost 60% in 2004. TBE
continued to operate the Rapid Response System, a mobile laboratory
developed for the on-site destruction of chemical agents. Furthermore, in
August of 2004, TBE won a contract with the U.S. Army’s Edgewood
Chemical and Biological Center that calls for us to perform Engineering,
Development and Technical Management in the areas of Chemical and
Biological Defense. This Indefinite Delivery/Indefinite Quantity contract,
which has a five-year term and a $100 million ceiling, broadens our work
into the biological defense market with the nation’s premier chemical and
biological defense research, development and acquisition center.
In addition to its software engineering
and simulation capabilities, Teledyne
Brown Engineering manufactures highly
accurate structures for military, space
and environmental applications
A Teledyne Brown Engineering crew
member processes hazardous chemicals
in the U.S. Army’s Rapid Response System,
a mobile system designed to treat recovered
chemical warfare materiel
Page 7
Page 7
32765_text 3/18/05 10:38 AM Page 12
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
For seventy-five years, Teledyne Continental
Motors has been a recognized world leader
in the development of general aviation
piston engines
Energy Systems
Solid execution in both its government and commercial products businesses
allowed Teledyne Energy Systems, Inc. to achieve strong gains in revenue
and profitability in 2004. We completed the initial design and began
construction of an operational prototype of the Multi-Mission
Radioisotope Thermoelectric Generator (MMRTG), a power plant to be
used on future deep space probes. Like our power plant for Pioneer 10,
which lasted over 30 years and has traveled over 8 billion miles, the
MMRTG is designed for exceptionally long-life power on several planned
spacecraft that will explore the outer reaches of our galaxy. We also started
fabrication of an operational prototype of a Proton Exchange Membrane
(PEM) fuel cell power system for use in the Second Generation Reusable
Launch Vehicle, a concept vehicle designed as a replacement for the
Space Shuttle.
Teledyne Energy Systems also introduced new commercial products
for the alternative energy market in 2004. We broadened our line of fuel
cell test stations with the introduction of the MedusaTM LS, which can test
fuel cell stacks at power levels up to 10 kilowatts. In addition, Energy
Systems launched its largest capacity high-purity hydrogen generator, the
TitanTM EC 1000. Applications for our hydrogen generators range from
semiconductor fabrication and metals processing to emerging markets such
as fuel cell vehicle refueling stations.
Aerospace Engines and Components
The general aviation industry experienced a recovery in 2004 with OEM
shipments of piston engine powered aircraft up 8.2% compared with 2003.
Teledyne’s sales of engines for new OEM piston engine aircraft, however,
increased almost 30%, due to a growing customer preference for new
composite aircraft that are powered by our engines. In addition, despite
greater fuel costs and high pilot insurance costs, our aftermarket sales
during 2004 also increased compared to 2003.
During 2004, operating profit was aided by a $2.5 million payment
pursuant to an agreement with Honda Motor Co., Ltd., and in 2005 we
expect to receive $5.0 million from similar payments. We continue to work
with Honda to explore the development of a new piston aircraft engine
primarily targeted at the lower power markets, such as smaller recreational
aircraft not currently served by our base business.
A mix of both legacy defense programs and new programs resulted in
growth in our small turbine engine business. In 2004 we celebrated the
production of the 8,000th U.S. Navy Harpoon missile engine.
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
Teledyne Energy Systems new Medusa
LS fuel cell test station can test fuel cell
stacks at power levels up to 10
kilowatts, a common test range for
developers of automotive power
systems
Page 8
32765_text 3/18/05 10:38 AM Page 13
Teledyne Continental Motors’ state-of-
the-art Computer Numeric Controlled
manufacturing equipment repeatedly
produces precise, high quality aircraft
engine parts
TELEDYNE
TELEDYNE
TECHNOLOGIES
TECHNOLOGIES
INCORPORATED
INCORPORATED
ANNUAL REPORT
ANNUAL REPORT
2004
2004
Furthermore, production of the JASSM missile engine reached 167 units in
2004, and we expect to ship over 300 units in 2005 as full rate production
of the missile begins.
In 2004 our turbine engine business unit won three contracts, including
a contract from Redstone Arsenal related to the U.S. Army’s Future
Combat System, for the development of new or derivative turbine engines
for UAVs and other future aircraft. In concert with the University of
Toledo and the NASA Glenn Research Center, we also announced the
formation of the Small Turbine Institute to explore engineering and
manufacturing technologies as well as potential applications for the
company’s advanced small turbine engines.
Closing
Finally, I would like to thank those people who made our success possible.
Our strong performance in 2004 was the direct result of our employees’
extraordinary efforts. We also worked diligently and invested a considerable
amount to implement the processes required under Section 404 of the
Sarbanes-Oxley Act. Furthermore, the guidance from our Board of
Directors, again, proved invaluable as we executed our growth strategy. In
2004 we welcomed Simon Lorne to our Board of Directors. Sy’s experience
as General Counsel with the Securities and Exchange Commission, as well
as his extensive background in corporate governance, will further assist us
in navigating today’s increasingly complex legal and regulatory environment.
As we look ahead, our focus and our strategy remain the same. We hope
to build on the momentum in high quality revenue and earnings growth
achieved in 2004 by continuing to drive operational excellence and margin
expansion programs, while we seek, and successfully integrate, acquisitions
in defense and regulated commercial markets.
Chairman, President and Chief Executive Officer,
Teledyne Technologies Incorporated
February 22, 2005
Teledyne Continental Motors has produced
8,000 turbine engines for Harpoon, SLAM
and SLAM-ER cruise missiles
Photo of Standoff Land Attack Missile Expanded
Response (SLAM-ER) uploaded on an F/A-18
Hornet courtesy of The Boeing Company
Page 3
Page 9
32765_text 3/18/05 10:38 AM Page 14
TELEDYNE
TECHNOLOGIES
INCORPORATED
ANNUAL REPORT
2004
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
SUSAN L. MAIN*
Vice President and Controller
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. MCGOWAN
Vice President of Administration,
Human Resources and Assistant Secretary
MELANIE S. CIBIK
Vice President,
Associate General Counsel
and Assistant Secretary
SHELLEY D. GREEN
Treasurer
ROBERT L. SCHAEFER
Associate General Counsel,
Electronics and Communications
General Counsel and Assistant Secretary
* Section 16 Officer
Page 10
ROBERT P. BOZZONE (1)(3)
Former Chairman,
Allegheny Technologies
Incorporated
FRANK V. CAHOUET (1)(2)
Retired Chairman and
Chief Executive Officer,
Mellon Financial Corporation
DIANE C. CREEL (2)(3)
Chairwoman, President and
Chief Executive Officer,
Ecovation, Inc.
CHARLES CROCKER (2)(3)
Chairman and
Chief Executive Officer,
BEI Technologies, Inc.
SIMON M. LORNE (1)(2)
Vice Chairman and
Chief Legal Officer
Millennium Partners, L.P.
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.
ROBERT MEHRABIAN
Chairman, President and
Chief Executive Officer,
Teledyne Technologies
Incorporated
PAUL D. MILLER (1)(2)
Chairman,
Alliant Techsystems, Inc.
CHARLES J. QUEENAN, JR.(1)(3)
Senior Counsel,
Kirkpatrick & Lockhart
Nicholson Graham 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
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 27, 2005,
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.
32765_text 3/18/05 10:38 AM Page 15
TELEDYNE TECHNOLOGIES INCORPORATED
F O R M 1 0 - K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
¥ ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Ñscal year ended January 2, 2005
OR
n TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission Ñle number:
1-15295
Teledyne Technologies Incorporated
(Exact name of registrant as speciÑed in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
25-1843385
(I.R.S. Employer
IdentiÑcation Number)
12333 West Olympic Boulevard
Los Angeles, California 90064-1021
(Address of principal executive oÇces) (Zip Code)
Registrant's telephone number, including area code: (310) 893-1600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $.01 per share
Preferred Share Purchase Rights
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has Ñled all reports required to be Ñled by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to Ñle such reports), and (2) has been subject to such Ñling requirements for the past
90 days. Yes ¥ No n
Indicate by check mark if disclosure of delinquent Ñlers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in deÑnitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¥
Indicate by check mark whether the registrant is an accelerated Ñler (as deÑned in Rule 12b-2 of the
Act). Yes ¥ No n
The aggregate market value of the registrant's Common Stock held by non-aÇliates was $618.7 million, based on
the closing price of a share of Common Stock on June 25, 2004 ($20.09), which is the last business day of the
registrant's most recently completed Ñscal second quarter. Shares of Common Stock known by the registrant to be
beneÑcially owned by the registrant's directors and the registrant's executive oÇcers subject to Section 16 of the
Securities Exchange Act of 1934 are not included in the computation. The registrant, however, has made no
determination that such persons are ""aÇliates'' within the meaning of Rule 12b-2 under the Securities Exchange Act
of 1934.
At February 28, 2005, there were 33,175,623 shares of the registrant's Common Stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the registrant's proxy statement for its 2005 Annual Meeting of Stockholders (the ""2005
Proxy Statement'') are incorporated by reference in Part III of this Report. Information required by paragraphs
(a) and (b) of Item 306 of Regulations S-K and by paragraphs (k) and (l) of Item 402 of Regulation S-K is not
incorporated by reference in this Form 10-K or in any other Ñling of the registrant. Such information shall not be
deemed ""soliciting material'' or to be Ñled with the Commission as permitted by paragraph (c) of Item 306 and
paragraph (a)(9) to Item 402 of Regulation S-K.
INDEX
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Business ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Properties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Legal Proceedings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Submission of Matters to a Vote of Security Holders ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuers
Purchase of Equity Securities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 6.
Selected Financial Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 7A. Quantitative and Qualitative Disclosure About Market RiskÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 8.
Item 9.
Financial Statements and Supplementary Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes in and Disagreements with Accountants on Accounting and Financial
DisclosureÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 9A. Controls and ProceduresÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 9B. Other Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
PART III
Item 10. Directors and Executive OÇcers of the Registrant ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 11. Executive Compensation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 12.
Security Ownership of Certain BeneÑcial Owners and Management and Related
Stockholder Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 13. Certain Relationships and Related Transactions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Item 14.
Principal Accountant Fees and Services ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
PART IV
Item 15. Exhibits and Financial Statement Schedules ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION ÏÏÏÏÏÏÏÏÏÏÏ
SIGNATURES
EXHIBIT INDEX
Page
Number
1
25
26
26
27
28
29
52
52
52
52
53
53
53
54
54
55
55
56
DeÑned Terms
In this Annual Report on Form 10-K, 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-oÅ on
November 29, 1999.
i
Item 1. Business.
Who We Are
PART I
Teledyne Technologies Incorporated is a leading provider of sophisticated electronic components,
instruments and communications products, including defense electronics, data acquisition and communica-
tions equipment for airlines and business aircraft, monitoring and control instruments for industrial and
environmental applications and components, and subsystems for wireless and satellite communications. We
also provide systems engineering solutions and information technology services for defense, space and
environmental applications, and manufacture general aviation and missile engines and components, as well
as on-site gas and power generation systems.
We serve niche market segments where performance, precision and reliability are critical. Our
customers include major industrial and communications companies, government agencies, aerospace prime
contractors and general aviation companies.
Total sales in 2004 were $1,016.6 million, compared with $840.7 million and $772.7 million in 2003
and 2002, respectively. Our aggregate segment operating proÑts were $89.2 million, $61.9 million and
$57.3 million in 2004, 2003 and 2002, respectively. Approximately 57% of our total sales in 2004 were to
commercial customers and the balance was to the U.S. Government, as a prime contractor or
subcontractor. Approximately 43% of these U.S. Government sales were attributable to Ñxed price-type
contracts and the balance to cost plus fee-type contracts. International sales accounted for approximately
19% of total sales in 2004.
Our four business segments and their respective contributions to our total sales in 2004, 2003 and
2002 are summarized in the following table:
Segment
Percentage of Sales
2003
2002
2004
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
56%
24%
18%
2%
53%
25%
20%
2%
50%
27%
21%
2%
100% 100% 100%
Our principal executive oÇces are located at 12333 West Olympic Boulevard, Los Angeles, California
90064-1021. Our telephone number is (310) 893-1600.
Strategy
As we grow both organically and through acquisitions, we are working to become a simpler and more
integrated operating company. Over time, our goal is to continue on our path of high quality revenue and
earnings growth and create a more focused set of businesses that are truly superior in their niches. We do
this by executing on two focused fronts: Ñrst, by strengthening and expanding speciÑc platforms in our core
electronics, instruments and systems engineering businesses through organic growth and targeted
acquisitions; and second, by pursuing operational excellence and margin expansion initiatives to
continuously improve earnings. In addition, operational excellence to Teledyne means the rapid integration
of the businesses we acquire. We continually evaluate our product lines to ensure that they are aligned
with our strategy.
Our Recent Acquisitions
After completing one acquisition in each of 2001 and 2002, and two acquisitions in 2003, we
completed Ñve acquisitions during our Ñscal year ended 2004.
1
We furthered our strategy to expand our presence in the environmental instrumentation market. On
February 27, 2004, we acquired assets of Hudson, New Hampshire-based Leeman Labs, Inc., a
manufacturer of spectrometers used by environmental and quality control laboratories to detect low levels
of inorganic contaminants in water and other environmental samples, which products complement the
organic analysis instruments of Teledyne Tekmar Company, a Mason, Ohio-based company acquired in
2003. On June 18, 2004, we acquired Isco, Inc., located in Lincoln, Nebraska and a leading producer of
water quality monitoring instruments, including samplers, Öow meters and on-line process analyzers, which
are complementary to our existing environmental instrumentation product lines.
Our acquisitions have also focused on enhancing our defense electronics businesses. On July 2, 2004,
we completed the acquisition of Reynolds Industries, Incorporated, a supplier of specialized high voltage
connectors and subassemblies for defense, aerospace and industrial applications, with operations in
California and the United Kingdom. Reynolds Industries had historically supplied its high voltage
connectors and cables to our traveling wave tubes.
Two of our 2004 acquisitions furthered our strategy to develop a broader line of microwave products
for our defense customers. On December 31, 2003, we acquired assets of the Filtronic Solid State business
located in Santa Clara, California. This business, which was subsequently moved over a short time period
to our facility in Mountain View, California, designs and manufactures customized microwave
subassemblies for electronic warfare, radar and other military applications. Its precision YIG-based
oscillators, Ñlters and ampliÑers serve some of the same customers of, and are used on some of the same
military programs, as those of our longer-standing Teledyne Wireless and Teledyne Microwave Electronic
Components (MEC) business units.
On October 22, 2004, we acquired the assets of the defense electronics business of Celeritek, Inc.,
based in Santa Clara, California. The solid state ampliÑers and microwave subassemblies of this defense
electronics business utilize design and manufacturing technology similar to Teledyne Microwave and are
complementary with Teledyne MEC's line of high power helix traveling wave tubes used on military,
electronic warfare, radar and communications applications. Like the Filtronic Solid State acquisition, to
obtain various synergies, the operations of this business have been moved to and consolidated with our
facility in Mountain View, California.
On January 3, 2005, in an eÅort to streamline operations and reduce costs, the businesses principally
operating as Teledyne Microwave, located in Mountain View, California, and Teledyne MEC, located in
Rancho Cordova, California, were consolidated into one legal entity, Teledyne Wireless, Inc., a wholly-
owned subsidiary of the Company. Teledyne Wireless, Inc. had been the subsidiary that bought the
defense electronics assets of each of Filtronic Solid State and Celeritek, Inc.
Each of the acquired businesses is part of our Electronics and Communications segment. Their results
are included in our consolidated Ñnancial statements since their respective dates of acquisition.
Available Information
Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, any Current Reports on
Form 8-K, and any amendments to these reports, are available on our Internet website as soon as
reasonably practicable after we electronically Ñle such materials with, or furnish them to, the SEC. In
addition, our Corporate Governance Guidelines, our Corporate Objectives and Guidelines for Employee
Conduct and the charters of the standing committees of our Board of Directors are available on our
website. Our website address is www.teledyne.com.
You will be responsible for any costs normally associated with electronic access, such as usage and
telephone charges. Alternatively, if you would like a paper copy of any such SEC report (without exhibits)
or document, please write to John T. Kuelbs, Senior Vice President, General Counsel and Secretary,
Teledyne Technologies Incorporated, 12333 West Olympic Blvd., Los Angeles, California 90064-1021, and
a copy of such requested document will be provided to you, free of charge.
2
Our Business Segments
Electronics and Communications
Our Electronics and Communications segment, sometimes referred to as Teledyne Electronic
Technologies, provides a wide range of specialized electronic systems, instruments, components and
services that address niche market applications in defense, commercial aerospace, communications,
industrial and medical markets.
Defense Electronics
Traveling Wave Tubes. Our helix traveling wave tubes are used to provide broadband power
ampliÑcation of microwave signals. Military applications include radar, electronic warfare and satellite
communication. We were the Ñrst company to oÅer multi-band tubes that permit a satellite
communication earth station to quickly switch from one satellite system to another without the need for
transmitter replacement. Sales of triband traveling wave tubes have increased as the U.S. military adds
additional capacity for various satellite communication systems. Commercial applications for traveling wave
tubes include electromagnetic compatibility test equipment and satellite communication terminals for
mobile newsgathering.
Microwave Components and Subsystems. We design, develop, and manufacture microwave compo-
nents used in aerospace and defense applications. With the acquisition of the assets of Filtronic Solid State
on December 31, 2003, we expanded our microwave products to include customized microwave
subassemblies for electronic warfare, radar and other military applications. With the acquisition of the
defense electronics business of Celeritek, Inc. on October 22, 2004, we design and manufacture gallium
arsenide-based RF and microwave components and subassemblies for electronic warfare, radar and other
military applications.
High Voltage Connectors and Subassemblies. On July 2, 2004, through the acquisition of Reynolds
Industries, Incorporated, we became a supplier of specialized high voltage connectors and subassemblies
for defense, aerospace and industrial applications. We also now produce pilot helmet mounted display
components and subsystems for the Joint Helmet Cueing System, which is designed to give military pilots
the ability to designate a target just by looking at it.
Microelectronic Modules. We develop and manufacture custom microelectronic modules that provide
both high reliability and extremely dense packaging for military applications. Our microelectronic modules
are used for optical communications on the F-22 Raptor and the F-35 Joint Strike Fighter. We also
develop custom tamper-resistant microcircuits designed to provide enhanced security in military
communication.
Rigid-Flex Printed Circuit Boards. Our patented rigid-Öex printed circuit boards permit our
customers to assemble reliable high-density electronic modules that are used in a variety of military and
commercial aerospace applications. Our VME-FlexTM products have been designed into two major defense
programs.
Sequencers. Teledyne Electronic Safety Products continues to provide microprocessor-controlled
aircraft ejection seat sequencers and related support elements to military aircraft programs, including the
F/A-18E/F and F/A-22. We are currently developing a new sequencer in support of the F-35 Joint Strike
Fighter program.
Relays and Switches. Teledyne Relays supplies electromechanical relays, solid-state power relays and
coaxial switching devices to military and aerospace markets.
Electronics Manufacturing Services. We serve the market for high-mix, low-volume manufacturing of
sophisticated military electronics equipment principally from our facility in Tennessee.
3
Electronic Instruments
During 2001, we formed Teledyne Instruments, a group of business units drawn from our Electronics
and Communications segment and our Systems Engineering Solutions segment, to focus on monitoring and
process control instrumentation. Since then, through acquisitions, we have greatly expanded our presence
in the environmental instrumentation markets. In addition to environmental monitoring instruments, we
also serve a range of other market applications including industrial process control, petrochemical
manufacturing, semiconductor manufacturing, drug discovery and energy exploration and production.
Environmental Instruments. As a result of our acquisitions, we oÅer a wide range of products for
environmental monitoring. Teledyne Advanced Pollution Instrumentation, Inc. manufactures a broad line
of instruments for monitoring low levels of gases such as sulfur dioxide, carbon monoxide and ozone.
Teledyne Monitor Labs, Inc. supplies environmental monitoring systems for the detection, measurement
and reporting of air pollutants. Teledyne Tekmar Company manufactures instruments that automate the
preparation and concentration of drinking water and wastewater samples for the analysis of volatile organic
compounds in gas chromatographs. It also provides laboratory analytical systems for the detection of total
organic carbon.
On February 27, 2004, we added inorganic analysis to our environmental capabilities by acquiring the
assets of Leeman Labs, Inc. Leeman Lab's inductively coupled plasma laboratory spectrometers are used
by environmental and quality control laboratories to detect low levels of inorganic contaminants in water
and other environmental samples, and complement Teledyne Tekmar Company's organic analysis
instrumentation.
Since our acquisition of Isco, Inc. on June 18, 2004, we produce water quality monitoring products
such as wastewater samplers and open channel Öow meters. Flow meters detect leaks in sewer systems and
monitor run oÅ in storm drains. Teledyne Isco, Inc. also manufactures chromatography instruments and
accessory for puriÑcation of organic compounds. Its liquid chromatography customers include pharmaceuti-
cal laboratories involved in drug discovery and development. Additionally, Teledyne Isco manufactures
chemical separation instruments for industrial and research use.
Gas Analysis. Teledyne Analytical Instruments was a pioneer in the development of precision oxygen
analyzers and now oÅers a broad range of products with various sensitivities for petrochemical,
semiconductor manufacturing and other industrial applications. We also manufacture analyzers for a
variety of other gases for such market applications. In 2003, we began selling gas analyzers to a leading
supplier of carbon dioxide to the food and beverage market.
Vacuum and Flow Measurement. Teledyne Hastings Instruments manufactures a broad line of
instruments for precise measurement and control of vacuum and gas Öows. Our instruments are used in
such varied applications as semiconductor manufacturing, refrigeration, metallurgy and food processing.
Geophysical Instruments. We manufacture geophysical streamer cables, hydrophones and specialty
products used in oÅshore hydrocarbon exploration (to locate oil and gas reserves beneath the ocean Öoor).
We have been adapting this technology for the military market, where these products can be used to
detect submarines, surface ships and torpedoes.
Test Services. We manufacture torque sensors and provide technical services for such critical
applications as monitoring valves in nuclear power plants.
Other Commercial Electronics
Aircraft Information Management. Our aircraft information management solutions are designed to
increase the safety and eÇciency of airline transportation. Through Teledyne Controls, we are a leading
supplier of digital Öight data acquisition and Öight safety systems to civil aviation customers. These
systems acquire data for use by the aircraft's Öight data recorder, and record additional data for the
airline's operation, such as performance and engine condition monitoring. We have provided these systems
to our airline customers for over one-half of Boeing aircraft models in existing airline Öeets. We have been
4
increasingly providing our systems to the Airbus A320 and A330/340 family aircraft, and we estimate that
our forward Ñt market share was approximately 60% at the end of 2004. In addition, our Aviation
Information Solutions (AIS) business designs and manufactures aerospace data acquisition devices,
networking products, and Öight deck and cabin displays.
Although our data acquisition, recording and communications products are primarily used on
commercial aircraft, we have been pursuing military applications. Teledyne Controls' Optical Quick Access
Recorder is used on the U.S. Air Force's C-17 Globemaster III military transport aircraft. Teledyne
Controls' communications software has been embedded in aircraft Öight management systems for the
C-130 Transport and B-767 Tanker aircraft of the U.S. Air Force.
Microelectronic Modules.
In addition to military microelectronic modules, we develop and
manufacture custom microelectronic modules that provide both high reliability and extremely dense
packaging for implantable medical devices, such as pacemakers and deÑbrillators, and commercial
communication products.
Relays and Switches.
In addition to military and aerospace markets, Teledyne Relays supplies
electromechanical relays, solid-state power relays and coaxial switching devices to industrial and
commercial markets. Applications include microwave and wireless communication infrastructure, RF and
general broadband test equipment, test equipment used in semiconductor manufacturing, and industrial and
commercial machinery and control equipment.
Wireless Transceivers and AmpliÑers. Our line of integrated transceiver modules provides high data
rate point-to-point connectivity in cellular telephone infrastructure. We also supply solid-state microwave
power ampliÑers used in satellite uplink terminals for corporate networking and to provide two-way internet
access via satellite for both consumer and commercial customers.
Connectors. We manufacture custom surface mount connectors for applications in computer disk
drives and consumer medical electronic devices. Teledyne Interconnect Devices also manufactures high-
density land grid array connectors for high-end microprocessors and Digital Micromirror Device sockets.
Electronics Equipment and Printed Circuit Card Assembly. We serve the market for high-mix, low-
volume manufacturing of electronic products principally through facilities in Tennessee and Mexico. We
manufacture, principally for one customer, key subsystems in medical equipment such as magnetic
resonance imaging (MRI) and x-ray systems.
Systems Engineering Solutions
Our Systems Engineering Solutions segment, principally through Teledyne Brown Engineering, Inc.,
applies the skills of its extensive staÅ of engineers and scientists to provide innovative systems engineering,
advanced technology, and manufacturing solutions to defense, space, environmental, and homeland security
requirements.
Defense
Teledyne Brown Engineering is a well-recognized full-service missile defense contractor with over
50 years of experience in missile defense and related systems integration. Our diverse customer base in this
Ñeld includes the U.S. Army Aviation and Missile Command (""AMCOM''), the U.S. Army's Space and
Missile Defense Command (""SMDC''), the Missile Defense Agency (""MDA'') and Defense Department
major prime contractors.
Our Technologies Group plays signiÑcant roles in diverse missile defense areas, which range from
targets and countermeasures, systems engineering, modeling and simulation, to test and evaluation, as well
as other related areas. Our engineering and technological services include systems design, development,
integration and testing, with specialization in real-time distributed systems.
During 2004, we continued our long-standing support of several missile defense programs, including
the Ground-based Midcourse Defense (""GMD'') Program, Missile Defense Systems Exerciser and, as part
5
of the Lockheed Martin team, the Targets and Countermeasures program. This program involves the test
and veriÑcation of ballistic missile defense system performance on a large number of major programs,
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 Terminal High Altitude Area
Defense (""THAAD'').
Aerospace
We have been active in U.S. space programs for almost 50 years and continue to be a signiÑcant
contributor to NASA programs. Our Systems Group plays a key role in the International Space Station
(""ISS''), one of the most complex scientiÑc endeavors ever undertaken, and has had roles in the Space
Shuttle program. We have provided 24-hour-per-day service for the payload operation cadre for the ISS
Payload Operations and Integration Center, located at NASA's Marshall Space Flight Center. We have
also manufactured more than 50 Öight-qualiÑed hardware items for use on cargo integration on the ISS.
As a subcontractor to Lockheed Martin, we also continued our work on the International Space Station
Cargo Mission Contract at the Johnson Space Center in 2004. This six-year contract, which began in
2003, involves providing services related to planning, preparation and execution of cargo missions to the
ISS.
We have been the prime contractor for the Propellants, Pressurants and Calibration Services Contract
at Marshall Space Flight Center since 1971. We furnish management, personnel, equipment and materials
to operate and maintain the propellant and pressurant generating systems, storage and distribution systems,
including work on the Space Shuttle and ISS, as well as management and operation of the calibration
facilities at the Marshall Space Flight Center.
Environmental Systems
We support the U.S. Government's eÅorts to clean up dangerous materials and waste. Since 1996, we
have supported the U.S. Army's Non-Stockpile Chemical Materiel Program and we continue to operate
the Rapid Response System, a mobile chemical waste treatment system used to process chemical agents
for disposal. These chemical agents had been used in the past to train military personnel in the detection,
measurement and decontamination of dangerous chemicals. During 2004, we continued our work on the
U.S. Army's Non-Stockpile Chemical Material Program in support of the destruction of binary chemical
warfare materiel stored at the Pine BluÅ Arsenal in Arkansas. We also produce canisters for the
processing, stabilization and storage of nuclear-waste products. In addition, we use detonation chambers in
the disposal of both chemical weapons and conventional munitions.
We operate a Department of Energy-certiÑed radiological analysis services laboratory in Knoxville,
Tennessee. This laboratory has received certiÑcation from the National Environmental Laboratory
Accreditation Program in 13 states, including Utah where the Department of Energy maintains its primary
waste depository. With its Nuclear Utilities Procurement Issues Committee certiÑcation, the laboratory
can serve commercial utilities.
Homeland Security
Since the 1950s, we have worked to defend the nation from ballistic missiles, and we are now working
to leverage our environmental capabilities into the Homeland Defense market, where expertise in the
destruction of small lots of hazardous material may be required.
As part of homeland security initiatives, we are supporting the Federal Aviation Administration in the
development of an Automated Airborne Flight Alert System. This system, developed in conjunction with
Teledyne Controls, is designed to detect Öight irregularities by providing selected aircraft Öight data and
situational awareness data to ground agencies over existing communications links.
6
Teledyne Solutions, Inc.
Through Teledyne Solutions, Inc., we are a primary Ballistic Missile Defense (""BMD'') systems
engineering and technical assistance contractor for the U.S. Army. Teledyne Solutions has responsibility
for the Systems Engineering and Technical Assistance Contract (""SETAC'') in support of the U.S. Army
Space and Missile Defense Command. We also provide engineering and services support to other major
Department of Defense customers including the Missile Defense Agency, the Program Executive OÇce for
Missiles and Space, the Defense Threat Reduction Agency, the Mobile Corps of Engineers and the Army
Environmental Center.
Aerospace Engines and Components
Our Aerospace Engines and Components segment focuses on the design, development and
manufacture of piston engines, turbine engines, electronic engine controls and aviation batteries.
Piston Engines
Principally through Teledyne Continental Motors, Inc., we design, develop and manufacture piston
engines and ignition systems for major general aviation airframe manufacturers and provide spare parts and
engine rebuilding services. We are one of two primary worldwide original equipment producers of piston
engines for the general aviation marketplace.
Our product lines include engines powering the Raytheon Beech Bonanza and Baron aircraft, the
Mooney Aircraft line of advanced single engine aircraft, and the popular New Piper Seneca V twin-engine
aircraft. In addition to these long-standing products, our engines power new high-speed composite aircraft,
including the Cirrus SR-20 and SR-22, the Diamond C1, and the Lancair Columbia 300, 350 and 400
series. We are also continuing to work with Honda Motor Company to explore the development of a new
aircraft piston engine primarily targeted at lower power markets not currently served by our existing
business.
In addition to the sales of new aircraft engines to aircraft producers, we actively support the aircraft
engine aftermarket. Piston aircraft engines are produced with a Ñnite utilization life generally expressed as
time between overhauls. Our aftermarket support includes building and rebuilding of complete engines, as
well as providing a full complement of spare parts such as cylinders, crankcases, fuel systems, crankshafts,
camshafts and ignition products. In addition, through Teledyne Mattituck Services, Inc., located in Long
Island, New York, and our Fairhope, Alabama service center, we serve as an aftermarket supplier and
piston engine overhauler to the general aviation marketplace.
Through Aerosance, Inc., we developed the Ñrst production full authority digital electronic controls for
piston aircraft engines. These controls, known as PowerLinkTM FADEC (Full Authority Digital Electronic
Control), are designed to automate many functions that currently require manual control, such as fuel Öow
and power management. This system also saves fuel as a result of improved engine management. We
continue the development of FADEC-equipped engines targeted at the most popular models of four and
six cylinder piston aircraft engines in use throughout the world. We continue to believe that these control
systems will become standard equipment on selected new aircraft and will be retroÑtted on higher-end,
piston engine general aviation aircraft.
In addition, our GillTM line of lead acid batteries is widely recognized as the premier power source for
general aviation. We are also continuing to develop sealed recombinant batteries for business jet and
helicopter applications. Teledyne Battery Products, in conjunction with Teledyne Controls, jointly
developed an onboard charging and cockpit display kit that permits existing NiCad battery systems to be
replaced with GillTM sealed lead acid batteries.
Turbine Engines
We design, develop and manufacture small turbine engines primarily used in tactical missiles for
military markets.
7
Our J402 engine powers the Harpoon missile system. Derivatives of this engine power the StandoÅ
Land Attack Missile and the StandoÅ Land Attack Missile-Expanded Response. Lockheed Martin
Corporation selected a derivative of the J402 engine to power the Joint Air-to-Surface StandoÅ Missile
(""JASSM''). We are the sole source provider of engines for the baseline JASSM system. In 2004, we
shipped 167 JASSM missile engines, and during 2005, we expect to ship approximately 280 engines as full
rate production of the missile begins.
Our J700 engine provides the turbine power for the Improved Tactical Air Launched Decoy
(""ITALD'') built for the U.S. Navy. The ITALD system enhances combat aircraft survivability by both
serving as a decoy and identifying enemy radar sources.
In 2004, we entered into a contract related to the U.S. Army's Future Combat System for the
development of new and derivative turbine engines for unmanned air vehicles, commonly called UAVs,
and other future aircraft.
Energy Systems
Our Energy Systems segment, through Teledyne Energy Systems, Inc., provides hydrogen gas
generators and thermoelectric and fuel cell-based power sources. Teledyne Energy Systems, Inc., a
majority owned subsidiary of Teledyne, was formed in 2001 by combining Teledyne Brown Engineering's
Energy Systems business unit with assets and intellectual properties of Florida-based Energy Partners, Inc.
Our energy systems activities include a 50-year history of supplying high reliability energy conversion
devices and gas generation products based on thermoelectric and electrochemical processes. We provided
the thermoelectric power systems for several successful deep-space missions such as the Viking 1 and
Viking 2 Mars Landers and the Pioneer 10 and 11 missions to Jupiter and Saturn. In 2004, in partnership
with Boeing and under a ten-year $57 million contract signed in 2003 with the U.S. Department of Energy
we completed the initial design and began construction of an operational prototype of the new Multi-
Mission Radioisotope Thermoelectric Generator (""MMRTG'') capable of supporting planetary landing
and deep space probe missions. If selected for Öight, the Ñrst of two production units could be used to
power the Mars Science Lander scheduled to launch in 2009.
We also manufacture hydrogen/oxygen gas generators that utilize the principle of electrolysis to
convert water into high purity hydrogen gas at useable pressures. Our Teledyne TitanTM gas generators are
used worldwide in electrical power generation plants, semiconductor manufacture, optical Ñber production,
chemical processing and other industrial processes.
We have a line of fuel cell test stations designed to provide a completely integrated system for fuel
cell testing for the PEM fuel cell development market. Our Medusa line of fuel cell test systems provides
high quality, simple to use automated test stations for fuel cell and fuel cell stack testing up to 10
kilowatts.
We continue to focus our PEM fuel cell development eÅorts on high reliability, long endurance power
systems for the immediate needs of military and aerospace customers. For example, in 2004 we started
fabrication of an operation prototype of a PEM fuel cell power system for use in the Second Generation
Reusable Launch Vehicle, a concept vehicle designed as a replacement for the Space Shuttle.
Customers
We have hundreds of customers in the electronics, communications, aerospace and defense industries.
No commercial customer accounted for more than 10% of our total sales during 2004, 2003 or 2002.
Approximately 43%, 46%, and 46% of our total sales for 2004, 2003 and 2002, respectively, were
derived from contracts with agencies of, and prime contractors to, the U.S. Government. Our principal
U.S. Government customer is the U.S. Department of Defense. In 2004, 2003 and 2002, our largest
program with the U.S. Government, The Boeing Company Ì Ground-based Midcourse Defense contract,
8
represented 5.4%, 5.8%, and 7.5% of total sales, respectively. Set forth below are sales by our segments to
agencies and prime contractors to the U.S. Government for the periods presented:
U.S. Government Sales
2004
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $147.3
240.4
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
26.0
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
19.4
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total U.S. Government salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $433.1
2003
(in millions)
$142.0
210.3
24.7
10.7
$387.7
2002
$115.2
202.4
25.5
9.3
$352.4
Our total backlog of conÑrmed orders was approximately $471.3 million at January 2, 2005,
$369.7 million at December 28, 2003, and $324.1 million at December 29, 2002. We expect to fulÑll 96%
of such backlog of conÑrmed orders during 2005.
Sales and Marketing
Our sales and marketing approach varies by segment and by products within our segments. A shared
fundamental tenet is the commitment to work closely with our customers to understand their needs, with
an aim to secure preferred supplier and longer-term relationships.
Our business segments use a combination of internal sales forces, distributors and commissioned sales
representatives to market and sell our products and services. During 2004, as part of on-going acquisition
integration eÅorts, some of our Teledyne Instruments companies began reviewing and joining internal sales
and servicing eÅorts.
Products are also advertised in appropriate trade journals and by means of various websites. To
promote our products and other capabilities, our personnel regularly participate in relevant trade shows and
professional associations.
Many of our government contracts are awarded after a competitive bidding process in which we seek
to emphasize our ability to provide superior products and technical solutions in addition to competitive
pricing.
Principally through Teledyne Technologies International Corp., the Company has established branch
oÇces in foreign countries to facilitate international sales for various businesses.
Competition
We believe that technological capabilities and innovation and the ability to invest in the development
of new and enhanced products are critical to obtaining and maintaining leadership in our markets and the
industries in which we compete generally. Although we have certain advantages that we believe help us
compete in our markets eÅectively, each of our markets is highly competitive. Our businesses vigorously
compete on the basis of quality, product performance and reliability, technical expertise, price and service.
Many of our competitors have, and potential competitors could have, greater name recognition, a larger
installed base of products, more extensive engineering, manufacturing, marketing and distribution
capabilities and greater Ñnancial, technological and personnel resources than we do.
Research and Development
Our research and development eÅorts primarily involve engineering and design related to improving
product lines and developing new products and technologies in the same or similar Ñelds. We spent a total
of $263.3 million, $218.1 million, and $196.8 million on research and development and bid and proposal
costs for 2004, 2003, and 2002, respectively. Customer-funded research and development, most of which
9
was attributable to work under contracts with the U.S. Government, represented approximately 88%, 87%,
and 87% of total research and development costs for 2004, 2003, and 2002, respectively.
In 2004, approximately 71% of the $32.6 million in Company-funded research and development and
bid and proposal costs were incurred in our electronics and communications businesses. We expect the
level of Company-funded research and development and bid and proposal costs to be approximately
$33.0 million in 2005.
Intellectual Property
While we own and control various intellectual property rights, including patents, trade secrets,
conÑdential information, trademarks, trade names, and copyrights, which, in the aggregate, are of material
importance to our business, our management believes that our business as a whole is not materially
dependent upon any one intellectual property or related group of such properties. We own several hundred
active patents and are licensed to use certain patents, technology and other intellectual property rights
owned and controlled by others. Similarly, other companies are licensed to use certain patents, technology
and other intellectual property rights owned and controlled by us.
Patents, patent applications and license agreements will expire or terminate over time by operation of
law, in accordance with their terms or otherwise. We do not expect the expiration or termination of these
patents, patent applications and license agreements to have a material adverse eÅect on our business,
results of operations or Ñnancial condition.
In connection with our spin-oÅ in 1999, an aÇliate of ATI granted us an exclusive license to use the
""Teledyne'' name and related logos, symbols and marks in connection with our operations, at an annual fee
of $100,000. In November 2004, we exercised our option to purchase all rights and interests in the
Teledyne marks for $412,000.
Employees
Our total current workforce consists of approximately 6,600 employees. The International Union of
United Automobile, Aerospace and Agricultural Implement Workers of America represents approximately
300 employees in Mobile, Alabama under a collective bargaining agreement that expires by its terms on
February 20, 2007. This union also represents approximately 29 of our employees in Toledo, Ohio under a
collective bargaining agreement that expires by its terms on November 8, 2006. In addition, this union
represents approximately 35 employees in Abbeville, Alabama under a collective bargaining agreement that
has been extended and expires on April 16, 2005. We consider our relations with our employees to be
good.
10
Executive Management
Teledyne's executive management includes:
Name and Title
Executive OÇcers:
Robert Mehrabian* ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Chairman, President and Chief
Executive OÇcer; Director
Age
63
John T. Kuelbs*ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Senior Vice President, General
Counsel and Secretary
62
Dale A. Schnittjer* ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Vice President and Chief Financial
OÇcer
60
Principal Occupations Last 5 Years
Dr. Mehrabian is the Chairman, President and Chief
Executive OÇcer of Teledyne. He has been the President
and Chief Executive OÇcer of Teledyne since its
formation in 1999. Dr. Mehrabian became Chairman of
the Board of Directors on December 14, 2000. Prior to the
spin-oÅ, he was the President and Chief Executive OÇcer
of ATI's Aerospace and Electronics segment since
July 1999 and had served ATI at various senior executive
capacities since July 1997. Before joining ATI,
Dr. Mehrabian served as President of Carnegie Mellon
University. He is a director of Teledyne, Mellon Financial
Corporation and PPG Industries, Inc.
Mr. Kuelbs has been the Senior Vice President, General
Counsel and Secretary of Teledyne since November 29,
1999, having joined ATI's Aerospace and Electronics
segment in October 1999. Mr. Kuelbs was Senior Vice
President Ì Acquisition Policy for Raytheon Company
from November 1998 to September 1999 and Senior Vice
President Ì Legal of Raytheon Systems Company from
January 1998 to November 1998. Before Raytheon's
acquisition of Hughes Aircraft Company, Mr. Kuelbs
spent 17 years at Hughes Aircraft Company where he
served as Senior Vice President, General Counsel and
Secretary from 1994 to 1998.
Mr. Schnittjer has been Vice President and Chief
Financial OÇcer of the Company since January 27, 2004.
He had served as interim Chief Financial OÇcer since
July 7, 2003. Mr. Schnittjer Ñrst became a Vice President
on December 19, 2001, and had been the Controller of
Teledyne from November 29, 1999 to January 27, 2004.
Mr. Schnittjer also served as Acting Chief Financial
OÇcer and Treasurer of Teledyne from June 1, 2000 to
October 3, 2000. From 1998 to the spin-oÅ, Mr. Schnittjer
served as a Ñnancial executive to the Aerospace and
Electronics and Industrial Segments of ATI. Prior to that,
he was Vice President Ì Finance of Teledyne Wah Chang
from 1997 to 1998 and Vice President Ì Finance of
Teledyne Specialty Equipment from 1995 to 1997.
Mr. Schnittjer has held various senior Ñnancial positions
with several of Teledyne's aerospace and electronics
companies since 1971.
11
Name and Title
Age
Principal Occupations Last 5 Years
Susan L. Main* ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
46
Vice President and Controller
Segment Management:
James M. Link* ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
62
President, Teledyne Brown
Engineering, Inc.
Aldo Pichelli*ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Senior Vice President and Chief
Operating OÇcer, Electronics and
Communications Segment
53
Bryan L. LewisÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
President, Teledyne Continental
Motors, Inc.
55
Rhett Ross ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
40
President, Teledyne Energy
Systems, Inc.
Ms. Main has been Vice President and Controller of the
Company since March 2004. Prior to joining the
Company, Ms. Main served as Vice President Controller
of Water Pik Technologies, Inc. from its spin-oÅ from
ATI in November 1999 to March 2004. Prior to that,
Ms. Main has held numerous Ñnancial roles with
government, industrial and commercial segments of ATI
and Teledyne, Inc.
Retired Lieutenant General Link has been the President of
Teledyne Brown Engineering since July 2001. Prior to that,
Mr. Link served as Senior Vice President of Science
Applications International Corporation (SAIC) Applied
Technology Group in Huntsville, Alabama. Before joining
SAIC, Mr. Link had a distinguished 33-year career with
the U.S. Army where he last served as Deputy
Commanding General of the U.S. Army Materiel
Command. Mr. Link is a director of Dewey Electronics
Corporation.
Mr. Pichelli has been Senior Vice President and Chief
Operating OÇcer of Teledyne's Electronics and
Communications segment since July 22, 2003. Prior to
that, he served as Vice President and General Manager of
Teledyne Instruments since its formation in 2001.
Mr. Pichelli held various management and Ñnancial
positions with several Teledyne companies (including
former companies) since 1980, having been the
Vice President and General Manager of Teledyne
Analytical Instruments from 1997 to 2000 and the General
Manager of Teledyne Hastings Instruments from 1996 to
1997.
Mr. Lewis has been the President of Teledyne Continental
Motors since 1992. From 1990 to 1992, he was President
of the turbine engine operations of Teledyne, Inc.
Mr. Lewis has held various technical and general
management positions during his more than 21 years with
Teledyne and its predecessors.
Mr. Ross has been President of Teledyne Energy Systems,
Inc. since its formation in June 2001 for the purposes of
the transaction with Energy Partners, Inc. Prior to that, he
was General Manager of the Teledyne Energy Systems
business unit. Before joining the Company in July 2000,
Mr. Ross operated R4 Energy, a consulting business
specializing in energy technologies. From 1993 to 1999,
Mr. Ross was Vice President Ì Product Development of
Energy Partners, Inc., a fuel cell development company.
12
Name and Title
Other OÇcers:
Robert W. Steenberge ÏÏÏÏÏÏÏÏÏÏÏÏÏ
Chief Technology OÇcer
Age
57
Ivars R. Blukis ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Chief Business Risk Assurance
OÇcer
62
Robyn E. McGowan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Vice President-Administration and
Human Resources and Assistant
Secretary
40
Melanie S. Cibik ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Vice President, Associate General
Counsel and Assistant Secretary
45
Shelley D. Green ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
46
Treasurer
Robert L. Schaefer ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
59
Associate General Counsel,
General Counsel of the Electronics
and Communications Segment
Principal Occupations Last 5 Years
Mr. Steenberge has been Teledyne's Chief Technology
OÇcer since March 2000. Prior to that, he had been Vice
President of Advanced Development at Teledyne
Electronic Technologies since 1991. Since joining Teledyne
in 1976, Mr. Steenberge has held various management
positions with several of its aerospace and electronics
companies.
Mr. Blukis has been Chief Business Risk Assurance
OÇcer since January 2002 and is responsible for the
internal audit function. Prior to that, Mr. Blukis was the
Vice President, Finance and Administration, for Teledyne
Electronics Technologies. Since joining Teledyne in 1976,
Mr. Blukis has held various Ñnancial and administrative
positions with its microwave electronics components
business unit.
Ms. McGowan has been Vice President Ì Administration
and Human Resources of the Company since April 2003
and Vice President Ì Administration since
December 2000. Prior to becoming a Vice President, she
served as Director of Administration. She has been an
Assistant Secretary of Teledyne since the spin-oÅ. Prior to
joining ATI's Aerospace and Electronics segment in
August 1999, she was Director of the President's OÇce
and Secretary of the Corporation at Carnegie Mellon
University.
Miss Cibik has been Vice President of the Company since
December 2000, Associate General Counsel since the spin-
oÅ, and an Assistant Secretary since October 1999. From
April 1998 to the spin-oÅ, Miss Cibik was Counsel Ì
Corporate and Securities at ATI. Prior to joining ATI, she
was Senior Counsel at PNC Bank Corp., now known as
The PNC Financial Services Group, Inc., and had
previously been associated with Kirkpatrick & Lockhart
LLP, now known as Kirkpatrick & Lockhart Nicholson
Graham LLP.
Ms. Green has been the Treasurer of Teledyne since
October 2000, and served as Assistant Treasurer since the
spin-oÅ. Prior to joining ATI's Aerospace and Electronics
segment in October 1999, she spent 16 years at Occidental
Petroleum Corporation serving its treasury operations and
debt administration, having last served as Assistant
Treasurer Ì Financial Operations.
Mr. Schaefer has been an Associate General Counsel of
Teledyne and the General Counsel of Teledyne's
Electronics and Communications segment since June 2000.
He has served as an Assistant Secretary since April 2002.
Prior to joining Teledyne, he was Director of Legal for
Raytheon Missile Systems.
* Such oÇcers are subject to the reporting and other requirements of Section 16 of the Securities
Exchange Act of 1934, as amended.
13
Dr. Mehrabian has an Amended and Restated Employment Agreement with Teledyne, which provides
that we will employ him as the Chairman, President and Chief Executive OÇcer. The agreement
terminates on December 31 of each year, but will be extended annually unless either party gives the other
written notice prior to October 31 of the year of such term that it will not be extended. Starting
September 1, 2004, Dr. Mehrabian's annual base salary was $631,350. The agreement provides that
Dr. Mehrabian is entitled to participate in Teledyne's annual incentive bonus plan and other executive
compensation and beneÑt programs. The agreement provides Dr. Mehrabian with a non-qualiÑed pension
arrangement, under which Teledyne will pay him following his retirement, as payments supplemental to
any accrued pension under our qualiÑed pension plan, an amount equal to 50% of his base compensation
as in eÅect at retirement. The number of years for which such annual amount shall be paid will be equal
to the number of years of his service to Teledyne (including service to ATI), but not more than 10 years.
Fifteen current members of management have entered into Change in Control Severance Agreements
with Teledyne. The agreements have a three-year, automatically renewing term. Under the agreements, the
executive is entitled to severance beneÑts if (1) there is a change in control of Teledyne and (2) within
three months before or 24 months after the change in control, either we terminate the executive's
employment for reasons other than for cause or the executive terminates employment for good reason.
""Severance beneÑts'' consist of:
‚ A cash payment equal to three times (in the case of Dr. Mehrabian and Messrs. Kuelbs, Schnittjer
and Link and one other executive) or two times (in the case of Mr. Pichelli and nine other
executives) the sum of (i) the executive's highest annual base salary within the year preceding the
change in control and (ii) the Annual Incentive Plan (""AIP'') bonus target for the year in which
the change in control occurs or the year immediately preceding the change in control, whichever is
higher.
‚ A cash payment for the current Annual Incentive Plan bonus based on the fraction of the year
worked times the Annual Incentive Plan target objectives at 120 percent (with payment of the prior
year bonus if not yet paid).
‚ Payment in cash for unpaid Performance Share Plan awards, assuming applicable goals are met at
120 percent of performance.
‚ Continued equivalent health and welfare (e.g., medical, dental, vision, life insurance and disability)
beneÑts for a period of up to 36 months (up to 24 months in some agreements) after termination
(with the executive bearing any portion of the cost the executive bore prior to the change in
control); provided, however, such beneÑts would be discontinued to the extent the executive
receives similar beneÑts from a subsequent employer.
‚ Immediate vesting of all stock options, with options being exercisable for the full remaining term.
‚ Removal of restrictions on restricted stock issued by us under our Restricted Stock Award
Programs.
‚ Full vesting under our pension plans (within legal parameters).
‚ Up to $25,000 ($15,000 in some agreements) reimbursement for actual professional outplacement
services.
‚ A ""gross-up-payment'' to cover any excise and federal income taxes imposed on the executive as a
result of the payments constituting a ""golden parachute'' as deÑned in Section 280G of the Internal
Revenue Code.
14
Risk Factors; Cautionary Statement as to Forward-Looking Statements
The following text highlights various risks and uncertainties associated with Teledyne. These factors
could materially aÅect ""forward-looking statements'' (within the meaning of the Private Securities
Litigation Reform Act of 1995) that we may from time to time make, including forward-looking
statements contained in ""Item 1. Business'' and ""Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations'' of this Form 10-K and in Teledyne's 2004 Annual Report
to Stockholders.
Our dependence on revenue from government contracts subjects us to many risks, including the risk that
we may not be successful in bidding for future contracts and the risk that U.S. Government funding for
our existing contracts may be diverted to other uses or delayed.
We perform work on a number of contracts with the Department of Defense and other agencies and
departments of the U.S. Government including sub-contracts with government prime contractors. Sales
under contracts with the U.S. Government as a whole, including sales under contracts with the
Department of Defense, as prime contractor or subcontractor, represented approximately 43% of our total
revenue for 2004. Performance under government contracts has certain inherent risks that could have a
material eÅect on our business, results of operations and Ñnancial condition.
Government contracts are conditioned upon the continuing availability of Congressional appropria-
tions. Congress typically appropriates funds for a given program on a Ñscal-year basis even though contract
performance may take more than one year. As a result, at the beginning of a major program, a contract is
typically only partially funded, and additional monies are normally committed to the contract by the
procuring agency only as Congress makes appropriations available for future Ñscal years.
While U.S. defense spending has increased as a result of the September 11th terrorist attacks and the
war in Iraq, it is currently expected to moderate over the next few years. Continued defense spending does
not necessarily correlate to continued business for the Company, because not all the programs in which
Teledyne participates or has current capabilities may be provided with continued funding. Each of the
Middle East and the North Korean situations could result in a diversion of funds from programs in which
Teledyne participates and redirection of those funds to pay for costs associated with either situation or
programs more closely related to it.
Our Electronics and Communications segment provides a variety of products for newer military
platforms such as the F/A-22 and F-35 aircraft. Development and production of these aircrafts are very
expensive, and there is no guarantee that the Department of Defense, as it balances priorities, will continue
to provide funding to manufacture and support these platforms.
Also, over time, programs can evolve and aÅect the extent of our participation. For example, one of
Teledyne Brown Engineering's programs was restructured in 2003 to change the emphasis from a focus on
test and evaluation to a focus on deployment and sustainment, which resulted in a nearly 16% decline in
revenues from this contract compared to 2002 (from $58 million to $49 million). Then, in 2004, revenues
related to this program totaled approximately $54 million with the increase over 2003 resulting from
unanticipated ground tests. The Company expects revenues from this program to decline in 2005.
The Company, principally and traditionally through its Systems Engineering Solutions segment, has
been a signiÑcant contributor to NASA programs. The centerpiece of our current NASA activities is the
International Space Station. While the Company anticipates contributing to President Bush's announced
vision for NASA that includes lunar and interplanetary exploration, funding for this vision may be reduced
in the near term due to additional funding needs to return the Space Shuttle to Öight.
Furthermore, we obtain many U.S. Government prime contracts and subcontracts through the process
of competitive bidding. We may not be successful in having our bids accepted.
Until November 29, 2004, under one of our spin-oÅ agreements, we were not able to charge pension
costs to the U.S. Government under our various government contracts. Since such date, we are able to so
15
charge pension costs. While this might help reduce our pension expense, the addition of such costs in a bid
for U.S. Government contracts, which is in essence an increase to the contract price to be paid, may itself
negatively aÅect an award decision being made in favor of the Company.
Most of our U.S. Government contracts are subject to termination by the U.S. Government either at
its convenience or upon the default of the contractor. Termination-for-convenience provisions provide only
for the recovery of costs incurred or committed, settlement expenses, and proÑt on work completed prior to
termination. Termination-for-default clauses impose liability on the contractor for excess costs incurred by
the U.S. Government in reprocuring undelivered items from another source.
There is no guarantee that U.S. Government contracts will be proÑtable. A number of our
U.S. Government prime contracts and subcontracts are Ñxed price-type contracts (43% in 2004 as
compared to 44% in 2003 and 41% in 2002). Under these types of contracts, we bear the inherent risk that
actual performance cost may exceed the Ñxed contract price. This is particularly true where the contract
was awarded and the price Ñnalized in advance of Ñnal completion of design. We continue to believe that
the U.S. Government is increasingly requesting proposals for Ñxed price-type contracts.
Certain fees under some of our U.S. Government contracts are linked to meeting development or
testing deadlines. Fees may also be inÖuenced or dependent on the collective eÅorts and success of other
defense contractors over which we had no or limited control.
We, like other government contractors, are subject to various audits, reviews and investigations
(including private party ""whistleblower'' lawsuits) relating to our compliance with federal and state laws.
In addition, we have a compliance program designed to surface issues that may lead to voluntary
disclosures to the U.S. Government. Generally, claims arising out of these U.S. Government inquiries and
voluntary disclosures can be resolved without resorting to litigation. However, should the business unit or
division involved be charged with wrongdoing, or should the U.S. Government determine that the unit or
division is not a ""presently responsible contractor,'' that unit or division, and conceivably our Company as
a whole, could be temporarily suspended or, in the event of a conviction, could be debarred for up to three
years from receiving new government contracts or government-approved subcontracts. In addition, we
could expend substantial amounts in defending against such charges and in damages, Ñnes and penalties if
such charges are proven or result in negotiated settlements. In October 2002, the Company was informed
that the U.S. Government had declined to intervene in a lawsuit Ñled under seal pursuant to the False
Claims Act more than four years before. The Company believes that its Electronic Safety Products unit's
involvement in the civil action is over, as the plaintiÅ's appeal of Company's motion to dismiss this action
has been denied and the plaintiÅ's petition for a rehearing en banc by the Court of Appeals of the DC
Circuit has also been denied. Should the plaintiÅ Ñle a petition for certiorari with the United States
Supreme Court by March 21, 2005, the Company intends to continue its vigorous defense.
A declining stock market and lower interests rates negatively aÅect the value of our pension assets and
could have a material adverse Ñnancial eÅect on us.
We have a deÑned beneÑt pension plan covering most of our employees. At year-end 2004,
notwithstanding improved market conditions, because of signiÑcant declines in the stock market over the
last few years and low interest rates, the value of the pension assets was less than our accumulated pension
beneÑt obligation. The accounting rules applicable to our pension plan require that amounts recognized in
Ñnancial statements to be determined on an actuarial basis, rather than as contributions are made to the
plan. Two signiÑcant elements in determining our pension income or pension expense are the expected
return on plan assets and the discount rate used in projecting pension beneÑt obligations. We have
assumed, based on the type of securities in which the plan assets are invested and the long-term historical
returns of these investments, that the long-term expected return on pension assets will continue to be 8.5%
in 2005, as it was in 2004 and 2003, and the assumed discount rate will be 6.25% in 2005, compared to
6.5% in 2004 and 7.0% in 2003.
Since the spin-oÅ through 2002, we recorded pension income. In 2003, we began to incur pension
expense and we expect to continue to incur pension expense. The decline in pension income and the start
16
of pension expense in 2003 is due to the completion, in 2001, of income amortization associated with the
transition assets recorded pursuant to Statement of Financial Accounting Standards No. 87 Ì
""Employee's Accounting for Pensions'', as well as the decline in the value of our pension assets, coupled
with reductions in our expected rate of return and discount rate assumptions used for pension plan
calculations as described above. We currently expect net pension expense of approximately $6.0 million in
2005, compared to net pension expense of $8.2 million in 2004 and $6.9 million for 2003. The expected
reduced pension expense in 2005 relates to the termination on November 29, 2004, of one of our spin-oÅ
requirements that prohibited us from charging pension costs to the U.S. Government under various
government contracts until such date. Given our pension plan's current underfunded status, in 2004, we
began making required cash contributions to our pension plan. Declines in the stock market and lower
rates of return could increase future years required contributions to our pension plan.
EÅective January 1, 2004, in an eÅort to help alleviate additional pension expense in future years, new
non-union employee hires do not participate in the deÑned beneÑt Pension Plan, but participate in an
enhanced Teledyne Technologies Incorporated 401(k) Plan.
United States' and global responses to terrorism, the Middle East situation and perceived nuclear threats
increase uncertainties with respect to many of our businesses and may adversely aÅect the Company's
business and results of operations.
United States' and global responses to terrorism, the Middle East situation and perceived nuclear
threats from North Korea and others increase uncertainties with respect to U.S. and other business and
Ñnancial markets. Several factors associated, directly or indirectly, with terrorism, the Iraq situation and
perceived nuclear threats and responses may adversely aÅect the Company.
While some of our businesses that provide products or services to the U.S. Government experienced
greater demand for their products and services as a result of increased U.S. Government defense spending,
various responses could realign government programs and aÅect the composition, funding or timing of our
government programs. Government spending could shift to defense or Homeland Security programs in
which we may not participate or may not have current capabilities and curtail less pressing non-defense
programs in which we do participate, including Department of Energy or NASA programs.
The eÅect of the decline in air travel on the Ñnancial condition of many of our commercial airline and
aircraft manufacturer customers, resulting from terrorism, another SARS scare and other factors, could
adversely aÅect our Electronics and Communications segment.
Deterioration of Ñnancial performance of airlines could result in a further reduction of discretionary
spending for upgrades of avionics and in-Öight communications equipment, which would adversely aÅect
our Electronics and Communications segment.
The government continues to evaluate potential security issues associated with general aviation.
Increased government regulations, including but not limited to increased airspace regulations, could lead to
an overall decline in air travel and have an adverse aÅect on our Aerospace Engines and Components
segment. As happened after the September 11th terrorist attacks, reinstatement of Öight restrictions would
negatively impact the market for general aviation aircraft piston engines and components and would also
adversely aÅect our Aerospace Engines and Components segment. Potential reductions in the need for
general aviation aircraft maintenance due to declines in air travel could also adversely aÅect our Aerospace
Engines and Components segment.
Acquisitions involve inherent risks that may adversely aÅect our operating results and Ñnancial condition.
Our growth strategy includes acquisitions. Acquisitions involve various inherent risks, such as:
‚ our ability to assess accurately the value, strengths, weaknesses, internal controls, contingent and
other liabilities and potential proÑtability of acquisition candidates;
‚ the potential loss of key personnel of an acquired business;
17
‚ our ability to integrate acquired businesses and to achieve identiÑed Ñnancial, operating and other
synergies anticipated to result from an acquisition;
‚ our ability to assess, integrate and implement internal controls of acquired businesses in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002; and
‚ unanticipated changes in business and economic conditions aÅecting an acquired business.
While the Company conducts Ñnancial and other due diligence in connection with its acquisitions and
generally seeks some form of protection, including indemniÑcation from a seller and sometimes an escrow
of a portion of the purchase price to cover potential issues, such acquired companies may have weaknesses
or liabilities that are not accurately assessed or brought to our attention at the time of the acquisition.
Further, such indemnities or escrows may not fully cover such matters. In July 2004, we acquired
Reynolds Industries, Incorporated, a private company that did not have formal internal controls and
compliance systems in place. While the Company required the sellers to take certain compliance actions
prior to the closing of the acquisition, including with respect to export controls, there is no assurance that
we identiÑed all issues.
In June 2004, we acquired Isco, Inc. While this company's products and customer base are
complementary to Teledyne's existing instrumentation businesses, there is no assurance that we will
achieve all identiÑed Ñnancial, operating and distribution synergies.
In connection with acquisitions, we may consolidate one or more acquired facilities with other
Teledyne facilities to obtain synergies and cost-savings. For example, we have recently relocated the
manufacturing operations of the acquired defense electronics assets of Celeritek, Inc. to our Mountain
View, California facility. Despite planning, relocation of manufacturing operations has inherent risks, as it
tends to involve, among other things, change of personnel and learning or adaptation of manufacturing
processes and techniques. Production delays at the new operating location could result.
Except for the Filtronic Solid State assets acquisition, as permitted by SEC rules, our management's
report as to our assessment of the eÅectiveness of internal controls over Ñnancial reporting excludes our
2004 acquisitions from its scope and coverage. We plan to evaluate the internal controls of these acquired
companies in 2005, and implement a formal and rigorous system of internal controls. The Company can
provide no assurance that we will be able to provide a report that contains no signiÑcant deÑciencies or
material weaknesses with respect to these acquired companies or other acquisitions.
We may not have suÇcient resources to fund all future research and development and capital
expenditures or possible acquisitions.
In order to remain competitive, we must make substantial investments in research and development to
develop new and enhanced products and continuously upgrade our process technology and manufacturing
capabilities.
Although we believe that anticipated cash Öows from operations and available borrowings under our
$280.0 million credit facility will be suÇcient to satisfy our anticipated working capital, research and
development and capital investment needs, we may be unable to fund all of these needs or possible
acquisitions. Our ability to raise additional capital will depend on a variety of factors, some of which will
not be within our control, including resurgence of the public oÅering market, investor perceptions of us,
our businesses and the industries in which we operate, and general economic conditions. We may be
unable to successfully raise additional capital, if needed. Failure to successfully raise needed capital on a
timely or cost-eÅective basis could have a material adverse eÅect on our business, results of operations and
Ñnancial condition.
We may be unsuccessful in our eÅorts to increase our participation in certain new markets.
We intend to both adapt our existing technology and develop new products to expand into new market
segments. For example, we are developing new fuel cell related technologies. The market for fuel cell
18
technologies is not well established and there are a number of companies that have announced intentions
to develop and market fuel cell products. Some of these companies have greater Ñnancial and/or
technological resources than we do.
We are also developing new electronic products, including electronic Öight bags and high-density
microprocessor connectors, which are intended to access markets in which Teledyne does not currently
participate or has limited participation. We may be unsuccessful in accessing these markets if our products
do not meet our customers' requirements, due to either changes in technology and industry standards or
because of actions taken by our competitors.
We may be unable to successfully introduce new and enhanced products in a timely and cost-eÅective
manner.
Our operating results depend in part on our ability to introduce new and enhanced products on a
timely basis. Successful product development and introduction depend on numerous factors, including our
ability to anticipate customer and market requirements, changes in technology and industry standards, our
ability to diÅerentiate our oÅerings from oÅerings of our competitors, and market acceptance.
We may not be able to develop and introduce new or enhanced products in a timely and cost-eÅective
manner or to develop and introduce products that satisfy customer requirements. Our new products also
may not achieve market acceptance or correctly anticipate new industry standards and technological
changes.
Technological change and evolving industry standards could cause certain of our products or services to
become obsolete or non-competitive.
The markets for a number of our products and services are generally characterized by rapid
technological development, evolving industry standards, changes in customer requirements and new product
introductions and enhancements. A faster than anticipated change in one or more of the technologies
related to our products or services or in market demand for products or services based on a particular
technology could result in faster than anticipated obsolescence of certain of our products or services and
could have a material adverse eÅect on our business, results of operation and Ñnancial condition. Currently
accepted industry standards are also subject to change, which may contribute to the obsolescence of our
products or services.
The Company is currently working to make sure that certain of its electronic products sold in
European member states comply with a directive not to contain impermissible levels of lead, mercury,
cadmium, hexavalent chromium, polybrominated biphenyls or polybrominated diphenyl ethers on or after
July 1, 2006. Although many of our products are exempt from the European directive, we expect that over
time component manufacturers may discontinue selling components that have the restricted substances.
This will, in turn, require Teledyne to accommodate changes in parameters, such as the way parts are
soldered, and may in some cases require redesign of certain products.
Product liability claims or recalls could have a material adverse eÅect on our reputation, business, results
of operations and Ñnancial condition.
As a manufacturer and distributor of various products, our results of operations are susceptible to
adverse publicity regarding the quality or safety of our products. In part, product liability claims
challenging the safety of our products may result in a decline in sales for a particular product, which could
adversely aÅect our results of operations. This could be the case even if the claims themselves are proven
untrue or settled for immaterial amounts.
While we have general liability and other insurance policies concerning product liabilities, we have
self-insured retentions or deductibles under such policies with respect to a portion of these liabilities. For
example, our current annual self-insured retention for general aviation aircraft liabilities incurred in
19
connection with products manufactured by Teledyne Continental Motors, Inc., is $25.0 million. Our
existing aircraft product liability insurance policy expires in May 2005.
Product recalls and Ñeld service actions could also have a material adverse eÅect on our business,
results of operations and Ñnancial condition. For example, Teledyne Continental Motors had been engaged
in a product recall of piston engine crankshafts whereby the Company recorded a $12.0 million pretax
charge in the second quarter of 2000. Product recalls have the potential for tarnishing a company's
reputation and could have a material adverse eÅect on the sales of our products. In 2002, we reached a
monetary settlement related to the 2000 recall with two of three companies that manufactured and
processed allegedly defective steel subsequently made into aircraft engine crankshafts. We failed to win a
jury verdict against a third company involved in making the steel. The Company continues to pursue cost
recovery through litigation against one other materials supplier as a result of the 2000 product recall
program. There is no assurance that the Company will recover any costs or the negative impact on its
reputation.
The Company has been joined, among a number of defendants (often over 100), in lawsuits alleging
injury or death as a result of exposure to asbestos. We have not incurred material liabilities in connection
with these lawsuits. The Ñlings typically do not identify any of the Company's products as a source of
asbestos exposure, and the Company has been dismissed from cases for lack of product identiÑcation, but
only after some defense costs have been incurred. Also, because of the prominent ""Teledyne'' name, we
may be mistakenly joined in lawsuits involving a company or business that was not spun oÅ or otherwise
assumed by us as part of our 1999 spin-oÅ. The Company's historic insurance coverage, including that of
its predecessors, may not fully cover such claims and defense of such matters, as coverage depends on the
year of purported exposure and other factors. Nonetheless, the Company intends to defend these claims
vigorously. Congress has been considering tort reform to deal with asbestos-related claims and has recently
passed legislation addressing class action lawsuits.
The gas generators manufactured by Teledyne Energy Systems, Inc. currently contain a sealed, wetted
asbestos component. While the company has begun transitioning to a replacement material, has placed
warning labels on its products and takes care in handling of this material by employees, there is no
assurance that the Company will not face product liability claims involving this component.
Our Teledyne Brown Engineering's laboratory in Knoxville, Tennessee performs radiological analyses.
While the laboratory is certiÑed by the Department of Energy, has other nuclear-related certiÑcations, and
has internal quality controls in place, errors and omissions in analyses may occur. We currently have errors
and omissions insurance coverage and nuclear liability insurance coverage that might apply depending on
the circumstances. We also have sought indemnities from some of our customers. Our insurance coverage
or indemnities, however, may not be adequate to cover potential problems associated with faulty
radiological analyses.
We cannot assure that we will not have additional product liability claims or that we will not recall
any additional products.
We may have diÇculty obtaining product liability and other insurance coverages, or be subject to
increased costs for such coverage.
Insurance costs have increased greatly over the last few years. As a manufacturer of a variety of
products including aircraft engines used in general aviation aircraft, we have general liability and other
insurance policies that provide coverage beyond self-insured retentions or deductibles. We cannot assure
that, for 2005 and in future years, insurance carriers will be willing to renew coverage or provide new
coverage for product liability, especially as it relates to general aviation. If such insurance is available, we
may be required to pay substantially higher prices for coverage and/or increase our levels of self-insured
retentions or reserves. The Company's current aircraft product liability insurance policy expires in May
2005. In connection with the last renewal, based on more recent favorable claims experience and changes
to the claims management process, the Company lowered its insurance premium costs and increased its
annual self-insured retention to $25.0 million from $15.0 million. To alleviate aircraft product liability
20
insurance costs, the Company continues to try to reduce manufacturing and other costs and also to pass on
such insurance costs through price increases on its aircraft engines and spare parts. The Company cannot
provide assurances that further cost reduction eÅorts will prove successful or that customers will accept
additional price increases.
For certain electronic components for medical applications that we manufacture, such as those that go
into cochlear implants, we have asked for indemnities from our customers and/or to be included under
their insurance policies. We cannot, however, provide any assurance that such indemnities or insurance will
oÅset potential liabilities that we may incur as a result of our manufacture of such components.
Aside from the uncertainties created by external events, such as September 11th and subsequent
activities, our ability to obtain product liability insurance and the cost for such insurance are aÅected by
our historical claims experience. We cannot assure that, for 2005 and in future years, our ability to obtain
insurance, or the cost for such insurance, or the amount of self-insured retentions or reserves will not be
negatively impacted by our experience in prior years.
Increasing competition could reduce the demand for our products and services.
Although we believe that we have certain advantages that help us compete in our markets, each of
our markets is highly competitive. Many of our competitors have, and potential competitors could have,
greater name recognition, a larger installed base of products, more extensive engineering, manufacturing,
marketing and distribution capabilities and greater Ñnancial, technological and personnel resources than we
do. New or existing competitors may also develop new technologies that could adversely aÅect the demand
for our products and services. Industry consolidation trends, particularly among aerospace and defense
contractors, could adversely aÅect demand for our products and services if prime contractors seek to
control more aspects of vertically integrated projects.
We sell products and services to customers in industries that are cyclical and sensitive to changes in
general economic activity.
We derive signiÑcant revenues from the commercial aerospace industry. Domestic and international
commercial aerospace markets are cyclical in nature. Historic demand for new commercial aircraft has
been related to the stability and health of domestic and international economies. Delays or changes in
aircraft and component orders could impact the future demand for our products and have a material
adverse eÅect on our business, results of operations and Ñnancial condition. While the market for
commercial aircraft has improved since the downturn triggered by the events of September 11th and the
Iraqi war, another such event would increase the level of uncertainty regarding future orders for aircraft.
In addition, we sell products and services to customers in industries that are sensitive to the level of
general economic activity and in mature industries that are sensitive to capacity. Adverse economic
conditions aÅecting these industries may reduce demand for our products and services, which may reduce
our proÑts, or our production levels, or both.
We develop and manufacture products for customers in the energy exploration market, which has
been cyclical and suÅered from over capacity in prior years. Strong demand and increased prices for oil
and natural gas contributed to substantial revenue growth during 2004 at Teledyne Geophysical
Instruments, which is not expected to be sustained.
We sell products to customers in industries that may undergo rapid and unpredictable changes.
We develop and manufacture products for customers in industries that have undergone rapid changes
in the past. For example, we manufacture products and provide manufacturing services to companies that
serve telecommunications markets. During 2001, many segments of the telecommunications market
experienced a dramatic and rapid downturn that resulted in cancellations or deferrals of orders for our
products and services. This market segment, or others that we serve, may exhibit rapid changes in the
future and may adversely aÅect our operating results, or our production levels, or both.
21
We are subject to the risks associated with international sales.
During 2004, international sales accounted for approximately 19% of our total revenues. We anticipate
that future international sales will continue to account for a signiÑcant percentage of our revenues. Risks
associated with these sales include:
‚ political and economic instability;
‚ international terrorism;
‚ export controls;
‚ changes in legal and regulatory requirements;
‚ U.S. and foreign government policy changes aÅecting the markets for our products;
‚ changes in tax laws and tariÅs;
‚ convertibility and transferability of international currencies; and
‚ exchange rate Öuctuations.
Any of these factors could have a material adverse eÅect on our business, results of operations and
Ñnancial condition. Exchange rate Öuctuations may negatively aÅect the cost of our products to
international customers and therefore reduce our competitive position. Given the current exchange rate
between the U.S. Dollar and the British Pound Sterling, European contracts for which we are paid in
U.S. Dollars could be negatively aÅected to the extent the underlying costs to the Company to fulÑll the
contract are paid in Pounds Sterling. In prior years, weak conditions in Asian economies have aÅected our
results of operations adversely. The September 11th terrorist attacks, as well as fears of an international
arms race, have resulted in increased export scrutiny of sales of some of our products to international
customers. Travel restrictions to Middle Eastern and other countries may negatively aÅect continuing
international sales or service revenues from such regions.
Compliance with increasing environmental regulations and the eÅects of potential environmental
liabilities could have a material adverse Ñnancial eÅect on us.
We, like other industry participants, are subject to various federal, state, local and international
environmental laws and regulations. We may be subject to increasingly stringent environmental standards
in the future. Future developments, administrative actions or liabilities relating to environmental matters
could have a material adverse eÅect on our business, results of operations or Ñnancial condition.
While the Company has an environmental management system and compliance program applicable to
its operating facilities, including a ""review and audit'' program to monitor compliance where each facility
is reviewed and audited by an internal environmental team every three years, such internal control is
designed to reduce environment risk, it does not eliminate potential environmental liabilities. In addition,
as the Company continues to pursue acquisitions, while it conducts environmental-related due diligence
and generally seeks some form of protection, including indemniÑcation from a seller, such acquired
companies may have environmental liabilities that are not accurately assessed or brought to our attention
at the time of the acquisition.
Some of our businesses work with highly dangerous substances that require heightened standards of
care. For example, as a systems contractor for the U.S. Army's Program Manager for Non-Stockpile
Chemical Materiel, we conduct research, development, manufacturing, test and evaluation and site
operations related to the safe and environmentally protective disposal of small caches of chemical
munitions and materiel located in over 30 states and territories. The destruction of chemical weapons is an
inherently dangerous activity. Except for a contained Ñre during a demonstration testing of a process
designed to access rockets in a former program, we have not experienced any accidents or other adverse
consequences as a result of our participation in weapon destruction programs. We cannot, however, assure
that we will not experience any problems in the future. Although the federal government provides certain
22
indemnities to contractors in these programs, these indemnities may be insuÇcient to oÅset liabilities that
we may incur in connection with our participation in these programs.
For additional discussion of environmental matters, see the discussion under the caption ""Other
Matters Ì Environmental'' of ""Item 7. Management's Discussion and Analysis of Results of Operations
and Financial Condition'' and Notes 2 and 16 to Notes to Consolidated Financial Statements.
Our inability to attract and retain key personnel could have a material adverse eÅect on our future
success.
Our future success depends to a signiÑcant extent upon the continued service of our executive oÇcers
and other key management and technical personnel and on our ability to continue to attract, retain and
motivate qualiÑed personnel. Recruiting and retaining skilled technical personnel is highly competitive. The
loss of the services of one or more of our key employees or our failure to attract, retain and motivate
qualiÑed personnel could have a material adverse eÅect on our business, Ñnancial condition and results of
operations.
We may not be able to sell, or exit on acceptable terms, product lines that we determine no longer meet
with our growth strategy.
Consistent with our growth strategy to focus on markets to expand our proÑtable niche businesses, we
continually evaluate our product lines to ensure that they are aligned with our strategy. For example, we
determined that the on-line process control instruments business of the German subsidiary of Isco, Inc.
was not aligned with our strategy, and in February 2005, we entered into an agreement to sell this non-
strategic business.
Our ability to dispose of product lines that may no longer be aligned with our strategy will depend on
many factors, including the terms and conditions of any asset purchase and sale agreement, as well as
industry, business and economic conditions. We cannot provide any assurance as to when, if or on what
terms any non-strategic product lines will be sold. Also, we cannot provide any assurance as to the
availability, timing, terms or conditions of alternative courses of action, including closure, or the sale of any
non-strategic product line cannot be consummated.
Provisions of our governing documents, applicable law, and our Change in Control Severance Agreements
could make an acquisition of Teledyne more diÇcult.
Our Restated CertiÑcate of Incorporation, Amended and Restated Bylaws and Rights Agreement and
the General Corporation Law of the State of Delaware contain several provisions that could make the
acquisition of control of Teledyne in a transaction not approved by our board of directors more diÇcult.
We have also entered into Change in Control Severance Agreements with 15 members of our
management, which could have an anti-takeover eÅect.
The market price of our Common Stock has Öuctuated signiÑcantly since our spin-oÅ from ATI, and
could continue to do so.
Since the spin-oÅ on November 29, 1999, the market price of our Common Stock has ranged from a
low of $7.6875 to a high of $31.97 per share. At February 28, 2005, our closing stock price was $30.58.
Fluctuations in our stock price could continue. Among the factors that could aÅect our stock price are:
‚ quarterly variations in our operating results;
‚ strategic actions by us or our competitors, such as acquisitions;
‚ adverse business developments, such as the engine recall by Teledyne Continental Motors in 2000;
‚ war in the Middle East or elsewhere;
‚ additional terrorist activities;
23
‚ increased military or homeland defense activities;
‚ changes to the Federal budget;
‚ improvements in the semiconductor, telecommunications, commercial aviation and electronic
manufacturing services markets;
‚ general market conditions; and
‚ general economic factors unrelated to our performance.
The stock markets in general, and the markets for high technology companies in particular, have
experienced a high degree of volatility not necessarily related to the operating performance of particular
companies. We cannot provide assurances as to our stock price.
While the Company believes its control systems are eÅective, there are inherent limitations in all control
systems, and misstatements due to error or fraud may occur and not be detected.
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. Our management, including our Chief
Executive OÇcer and Chief Financial OÇcer, cannot guarantee that our internal controls and disclosure
controls will prevent all possible errors or all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met. In addition, the design of a control system must reÖect the fact that there are resource constraints
and the beneÑt of controls must be relative to their costs. Because of the inherent limitations in all control
systems, no system of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because of simple error or
mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or
more persons, or by management override of the controls. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Over time, a control may be inadequate because of changes in conditions or the degree of compliance with
the policies or procedures may deteriorate. Because of inherent limitations in a cost-eÅective control
system, misstatements due to error or fraud may occur and not be detected.
A serious earthquake in California could adversely aÅect our business, results of operations and Ñnancial
condition.
Several of our facilities could be subject to a catastrophic loss caused by earthquake due to their
locations. Many of our production facilities and our headquarters are located in California and thus are in
areas with above average seismic activity. If any of these facilities or our California headquarters were to
experience a catastrophic earthquake loss and notwithstanding our disaster recovery plans (including
relating to information technology systems), it could disrupt our operations, delay production, shipments
and revenue and result in large expenses to repair or replace the facility or facilities.
24
Item 2. Properties.
Our principal facilities as of January 2, 2005 are listed below. Although the facilities vary in terms of
age and condition, our management believes that these facilities have generally been well maintained and
are adequate for current operations.
Facility Location
Principal Use
Owned/Leased
Electronics and Communications Segment
Defense Electronics
Rancho Cordova, CaliforniaÏÏÏÏÏÏ Development and production of traveling wave tubes
Los Angeles, California ÏÏÏÏÏÏÏÏÏ Development and production of electronic
components and subsystems
Northridge, California ÏÏÏÏÏÏÏÏÏÏ Development of electronic seat ejection sequencers
Mountain View, CaliforniaÏÏÏÏÏÏÏ Production of microwave integrated circuits and
systems
Los Angeles, California ÏÏÏÏÏÏÏÏÏ Development and production of high voltage
connectors and subassemblies and pilot helmet
mounted display components and subsystems
Santa Maria, California ÏÏÏÏÏÏÏÏÏ Development and production of high voltage
capacitor products
Owned
Owned and
Leased
Leased
Owned
Leased
Leased
Tracy, California ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Development and production of precision secondary
Leased
Hudson, New HampshireÏÏÏÏÏÏÏÏ Production of printed circuit boards
explosive components including initiators and
detonators
Instrumentation Products
City of Industry, California ÏÏÏÏÏÏ Development and production of precision oxygen
analyzers
San Diego, California ÏÏÏÏÏÏÏÏÏÏÏ Development and production of environmental
monitoring instruments
Englewood, Colorado ÏÏÏÏÏÏÏÏÏÏÏ Development and production of environmental
monitoring systems
Lincoln, NebraskaÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Development and production of water quality
monitoring products, chemical separation
instruments and Öash chromatography instruments
and consumables
Hudson, New HampshireÏÏÏÏÏÏÏÏ Development and production of environmental
monitoring instruments
Mason, Ohio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Development and production of environmental
monitoring instruments
Houston, Texas ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Development and production of geophysical
streamer cables and hydrophones for seismic
monitoring
Hampton, Virginia ÏÏÏÏÏÏÏÏÏÏÏÏÏ Development and production of vacuum and Öow
measurement instruments
Other Commercial Electronics
Los Angeles, California ÏÏÏÏÏÏÏÏÏ Development and production of digital data
acquisition systems for monitoring commercial
aircraft and engines
Hawthorne, California ÏÏÏÏÏÏÏÏÏÏ Production of electromechanical relays
San Diego, California ÏÏÏÏÏÏÏÏÏÏÏ Development and production of connectors
Lewisburg, Tennessee ÏÏÏÏÏÏÏÏÏÏÏ Development and manufacturing of electronic
components and subsystems
Owned
Owned
Leased
Leased
Owned
Leased
Leased
Owned
Owned
Leased
Owned
Leased
Owned
25
Facility Location
Principal Use
Owned/Leased
Systems Engineering Solutions Segment
Huntsville, Alabama ÏÏÏÏÏÏÏÏÏÏÏ Provision of engineering services and products,
including systems engineering, optical engineering,
software and hardware engineering, and
instrumentation technology
Owned and
Leased
Knoxville, Tennessee ÏÏÏÏÏÏÏÏÏÏÏ Laboratories and oÇces in support of environmental
Leased
services
Arlington, Virginia ÏÏÏÏÏÏÏÏÏÏÏÏÏ Defense program oÇces supporting governmental
customers
Aerospace Engines and Components Segment
Mobile, AlabamaÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Design, development and production of new and
rebuilt piston engines, ignition systems and spare
parts for the general aviation market
Leased
Leased
Redlands, California ÏÏÏÏÏÏÏÏÏÏÏÏ Manufacturing of batteries for the general aviation
Owned
market
Mattituck, New York ÏÏÏÏÏÏÏÏÏÏÏ Supply of aftermarket parts, services and engine
overhauls for the general aviation market
Toledo, Ohio ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Design, development and production of small
turbine engines for aerospace and military markets
Energy Systems Segment
Hunt Valley, MarylandÏÏÏÏÏÏÏÏÏÏ Manufacturing, assembling and maintenance of gas
generators, power generating systems and fuel cell
test stations
West Palm Beach, Florida ÏÏÏÏÏÏÏ Research and development of fuel cell components
and systems
Leased
Leased
Leased
Leased
We also own or lease facilities elsewhere in the United States and outside the United States,
including facilities in: Tijuana, Mexico; Gloucester, Newbury and West Drayton, England; Cumbernauld,
Scotland; Cwmbran, Wales; and Ottawa, Canada. Our corporate executive oÇces are located at
12333 West Olympic Boulevard, Los Angeles, California 90064-1021.
Item 3. Legal Proceedings.
From time to time, we become involved in various lawsuits, claims and proceedings related to the
conduct of our business, including those pertaining to product liability, patent infringement, commercial,
employment and employee beneÑts. While we cannot predict the outcome of any lawsuit, claim or
proceeding, our management does not believe that the disposition of any pending matters is likely to have
a material adverse eÅect on our Ñnancial condition or liquidity. The resolution in any reporting period of
one or more of these matters, however, could have a material adverse eÅect on the results of operations for
that period.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Teledyne's stockholders during the fourth quarter of 2004.
26
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities.
Price Range of Common Stock and Dividend Policy
Our Common Stock is listed on the New York Stock Exchange and traded under the symbol ""TDY.''
The following table sets forth, for the periods indicated, the high and low sale prices for the Common
Stock as reported by the New York Stock Exchange.
2003
1st Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2nd Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3rd Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
4th Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2004
1st Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2nd Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3rd Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
4th Quarter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
High
Low
$16.22
$15.20
$15.74
$19.60
$21.75
$20.49
$25.39
$30.90
$10.92
$12.40
$13.07
$14.26
$18.05
$17.00
$18.94
$23.06
2005
1st Quarter (through February 28, 2005) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$31.97
$26.00
On February 28, 2005, the closing sale price of our Common Stock as reported by the New York
Stock Exchange was $30.58 per share. As of February 28, 2005, there were approximately 7,069 holders of
record of the Common Stock.
We currently intend to retain any future earnings to fund the development and growth of our business.
Therefore, we do not anticipate paying any cash dividends in the foreseeable future.
The Company did not repurchase any of its Common Stock in the fourth quarter of 2004.
27
Item 6. Selected Financial Data.
The following table presents our summary consolidated Ñnancial data. We derived the following
historical selected Ñnancial data from our audited consolidated Ñnancial statements. We have reclassiÑed
some amounts reported in previous years to conform to our 2004 presentation. Theses reclassiÑcations did
not eÅect our reported results of operations or stockholders' equity. Our Ñscal year is determined based on
a 52- or 53-week convention ending on the Sunday nearest to December 31. The Ñve-year summary of
selected Ñnancial data should be read in conjunction with the discussion under ""Item 7 Ì Management's
Discussion and Analysis of Financial Condition and Results of Operations.''
Five-Year Summary of Selected Financial Data
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,016.6
41.7
Income from continuing operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
41.7
Working capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 124.4
Total assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 624.8
Long-term debt and capital lease obligations ÏÏÏÏÏÏÏÏÏÏ $
74.4
Stockholders' equityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 262.1
Basic earnings per common share Ì continuing
2004
2003
2001
For the Ñscal years
2002
(In millions, except per share amounts)
$744.3
$772.7
$840.7
6.8
$
$ 25.4
$ 29.7
$
6.6
$ 25.4
$ 29.7
$115.3
$102.6
$129.5
$433.6
$355.7
$398.9
$ Ì $ Ì $ 30.0
$173.0
$176.8
$221.0
2000
$795.1
$ 31.9
$ 32.3
$107.6
$357.3
$ Ì
$163.1
operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
1.29
$ 0.92
$ 0.79
$ 0.21
$ 1.12
Diluted earnings per common share Ì continuing
operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
1.24
1.29
1.24
$ 0.91
$ 0.92
$ 0.91
$ 0.77
$ 0.79
$ 0.77
$ 0.21
$ 0.20
$ 0.20
$ 1.08
$ 1.13
$ 1.09
28
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Teledyne Technologies Incorporated (""Teledyne'') is a leading provider of sophisticated electronic
components, instruments and communications products, including defense electronics, data acquisition and
communications equipment for airlines and business aircraft, monitoring and control instruments for
industrial and environmental applications and components, and subsystems for wireless and satellite
communications. We also provide systems engineering solutions and information technology services for
space, defense and industrial applications, and manufacture general aviation and missile engines and
components, as well as on-site gas and power generation systems.
We serve niche market segments where performance, precision and reliability are critical. Our
customers include major industrial and communications companies, government agencies, aerospace prime
contractors and general aviation companies.
Strategy
As we grow both organically and through acquisitions, we are working to become a simpler and more
integrated operating company. Over time, our goal is to continue on our path of high quality revenue and
earnings growth and create a more focused set of businesses that are truly superior in their niches. We do
this by executing on two focused fronts: Ñrst, by strengthening and expanding speciÑc platforms in our core
electronics, instruments and systems engineering businesses through organic growth and targeted
acquisitions; and second, by pursuing operational excellence and margin expansion initiatives to
continuously improve earnings. In addition, operational excellence to Teledyne means the rapid integration
of the businesses we acquire. We continually evaluate our product lines to ensure that they are aligned
with our strategy.
Recent Acquisitions
After completing one acquisition in each of 2001 and 2002, and two acquisitions in 2003, we
completed Ñve acquisitions during our Ñscal year ended 2004.
We furthered our strategy to expand our presence in the environmental instrumentation market. On
February 27, 2004, we acquired assets of Hudson, New Hampshire-based Leeman Labs, Inc., (""Leeman'')
a manufacturer of spectrometers used by environmental and quality control laboratories to detect low levels
of inorganic contaminants in water and other environmental samples, which products complement the
organic analysis instruments of Teledyne Tekmar Company, a Mason, Ohio-based company acquired in
2003. On June 18, 2004, we acquired Isco, Inc., (""Isco'') located in Lincoln, Nebraska and a leading
producer of water quality monitoring instruments, including samplers, Öow meters and on-line process
analyzers, which are complementary to Teledyne's existing environmental instrumentation product lines.
Our acquisitions have also focused on enhancing our aerospace and defense electronics businesses. On
July 2, 2004, we completed the acquisition of Reynolds Industries, Incorporated, (""Reynolds'') a supplier
of specialized high voltage connectors and subassemblies for defense, aerospace and industrial applications,
with operations in California and the United Kingdom. Reynolds Industries had historically supplied its
high voltage connectors and cables to our traveling wave tubes.
Two of our 2004 acquisitions furthered our strategy to develop a broader line of microwave products
for our defense customers. On December 31, 2003, we acquired assets of the Filtronic Solid State
(""Solid State'') business located in Santa Clara, California. This business, which was subsequently moved
over a short time period to our facility in Mountain View, California, designs and manufactures
customized microwave subassemblies for electronic warfare, radar and other military applications. Its
precision YIG-based oscillators, Ñlters and ampliÑers serve some of the same customers of, and are used
on some of the same military programs, as those of our longer-standing Teledyne Wireless and Teledyne
Microwave Electronic Components (""MEC'') business units.
On October 22, 2004, we acquired the assets of the defense electronics business of Celeritek, Inc.,
(""Celeritek'') based in Santa Clara, California. The solid state ampliÑers and microwave subassemblies of
29
this defense electronics business utilize design and manufacturing technology similar to Teledyne
Microwave and are complementary with Teledyne MEC's line of high power helix traveling wave tubes
used on military, electronic warfare, radar and communications applications. Like the Solid State
acquisition, to obtain various synergies, the operations of this business have been moved to and
consolidated with our facility in Mountain View, California.
On January 3, 2005, in an eÅort to streamline operations and reduce costs, the businesses principally
operating as Teledyne Microwave, located in Mountain View, California, and Teledyne MEC, located in
Rancho Cordova, California, were consolidated into one legal entity, Teledyne Wireless, Inc., a wholly-
owned subsidiary of the Company. Teledyne Wireless, Inc. had been the subsidiary that bought the
defense electronics assets of each of Solid State and Celeritek.
All of the acquisitions are part of our Electronics and Communications segment. Their results are
included in our consolidated Ñnancial statements since their respective dates of acquisition. Since the
acquisition of certain assets of the Filtronic Solid State business occurred after Teledyne's 2003 Ñscal year,
this acquisition is not reÖected in the balance sheet or income statement at year-end 2003.
Our Ñscal year is determined based on a 52- or 53-week convention ending on the Sunday nearest to
December 31. The following is our Ñnancial information for 2004, 2003 and 2002 (in millions, except per-
share amounts):
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Costs and Expenses
Cost of sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Selling, general and administrative expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Restructuring and other chargesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total costs and expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income before other income and expense and income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest and debt expense, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other income (expense) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income before income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Provision for income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2004
2003
2002
$1,016.6
$840.7
$772.7
746.3
203.4
Ì
949.7
66.9
1.9
3.0
68.0
26.3
41.7
1.29
1.24
$
$
$
636.7
157.0
Ì
793.7
47.0
0.8
(1.6)
44.6
14.9
584.9
145.6
(0.7)
729.8
42.9
0.6
(0.2)
42.1
16.7
$ 29.7
$ 25.4
$ 0.92
$ 0.79
$ 0.91
$ 0.77
We operate in four business segments: Electronics and Communications; Systems Engineering
Solutions; Aerospace Engines and Components; and Energy Systems. The segments' respective
contributions as a percentage of total sales for 2004, 2003 and 2002 are summarized in the following table:
Segment
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
30
Percentage of Sales
2003
2002
2004
56% 53% 50%
24% 25% 27%
18% 20% 21%
2%
2%
2%
100% 100% 100%
Results of Operations
2004 Compared with 2003
Sales
2004
2003
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 567.9
242.2
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
181.8
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
24.7
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$446.9
212.5
165.5
15.8
Total sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,016.6
$840.7
Net Income
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 54.4
27.1
Systems Engineering SolutionsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6.1
Aerospace Engines and Components(a) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.6
Energy Systems ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
89.2
Segment operating proÑt and other segment incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(19.8)
Corporate expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(1.9)
Interest and debt expense, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.5
Other income (expense) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
68.0
Income before taxes(b)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
26.3
Provision for income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 41.7
$ 33.0
23.2
6.4
(0.7)
61.9
(14.9)
(0.8)
(1.6)
44.6
14.9
$ 29.7
(a) Total year 2004 includes the receipt of $2.5 million pursuant to an agreement with Honda Motor Co.,
Ltd. related to the piston engine business.
(b) Total year 2003 provision for taxes includes a $2.4 million income tax beneÑt from the reversal of an
income tax contingency reserve which was determined to be no longer needed during 2003.
We reported 2004 net sales of $1,016.6 million, compared with net sales of $840.7 million for 2003.
Net income was $41.7 million ($1.24 per diluted share) for 2004, compared with $29.7 million ($0.91 per
diluted share) for 2003.
The increase in sales in 2004, compared with 2003, reÖected improvement in all four reporting
segments. The largest increase in sales was in the Electronic and Communications segment which grew,
both organically and through strategic acquisitions, including: Tekmar Company, acquired in May 2003;
Spirent's Aviation Information Solutions businesses, acquired in June 2003; Filtronic Solid States' defense
assets, acquired in December 2003; Leeman Labs' assets acquired in February 2004; Isco Inc., acquired in
June 2004; Reynolds Industries, Inc. acquired in July 2004; and Celeritek's defense assets, acquired in
October 2004. The incremental increase in revenue from acquisitions in 2004, compared with 2003, was
$98.6 million.
The increase in segment operating proÑt and other segment income for 2004, compared with 2003,
reÖected improved results in the Electronics and Communications, System Engineering Solutions and
Energy Systems segments, partially oÅset by lower operating proÑt in the Aerospace Engines and
Components segment. The largest increase was in the Electronic and Communications segment and
included incremental operating proÑt from acquisitions and related synergies of $11.8 million.
Cost of sales in total dollars was higher in 2004, compared with 2003. The increase was primarily due
to higher sales which resulted from organic growth and acquisitions. Fiscal year 2004 included $0.5 million
in LIFO expense compared with a $5.1 million in LIFO income in 2003. Cost of sales as a percentage of
net sales for 2004 was lower compared with 2003. The lower cost of sales percentage in 2004, reÖected a
lower cost of sales percentage for recent acquisitions which due to the nature of their business, carry a
31
lower cost of sales percentage than most of Teledyne's other businesses. The cost of sales percentage for
2004 for Teledyne's existing businesses was relatively Öat compared with 2003.
Selling, general and administrative expenses, including research and development and bid and proposal
expense, in total dollars were higher in 2004, compared with 2003. This increase was primarily due to
higher sales, which resulted from organic growth and acquisitions as well as higher corporate general and
administrative expenses, oÅset in part by lower bid and proposal expense in the Systems Engineering
Solutions segment. The higher corporate expense was impacted by internal and external costs related to
Sarbanes-Oxley Act Section 404 compliance and auditing eÅorts and higher compensation expense.
Selling, general and administrative expenses for 2004, as a percentage of sales, were higher compared with
2003, and reÖected higher corporate expenses and also reÖected a higher selling expense percentage for
recent acquisitions which due to the nature of their business, carry a higher selling expense percentage
than most of Teledyne's existing businesses, partially oÅset by lower bid and proposal spending.
Included in operating proÑt in 2004 was pension expense of $8.7 million, of which $0.5 million was
recoverable in accordance with U.S. Government Cost Accounting Standards (CAS) from certain
government contracts. Included in 2003 operating proÑt was $6.9 million of pension expense of which none
was recoverable in accordance with CAS. The increase in pension expense in 2004 compared with 2003,
reÖects, in part, a reduction in the discount rate assumption for the Company's deÑned beneÑt plan as well
as the decline in the market value of the Company's pension assets during 2002, 2001 and 2000.
The Company's eÅective tax rate for 2004 was 38.7%, compared with 33.3% for 2003. Total year 2003
reÖected an income tax beneÑt of $2.4 million due to the reversal of an income tax contingency reserve
which was determined to be no longer needed during the third quarter of 2003. Excluding this beneÑt, the
Company's eÅective tax rate for 2003 would have been 38.7%.
Sales under contracts with the U.S. Government were approximately 43% of net sales in 2004 and
46% in 2003. International sales represented approximately 19% in 2004 and 16% of net sales in 2003.
Total interest expense including facility fees and other bank charges was $2.2 million in 2004 and
$1.0 million in 2003. Interest income was $0.3 million in 2004 and $0.2 million in 2003. The higher
interest expense in 2004 reÖected interest on debt incurred for acquisitions.
Other income for 2004 included the receipt of $2.5 million pursuant to an agreement with Honda
Motor Co., Ltd. which is included as part of the Aerospace Engines and Components segment operating
proÑt and other segment income for segment reporting purposes. In 2003, we recorded a $2.3 million
charge, in other expense, for the write-oÅ of the Company's remaining cost-based investment in a private
company engaged in manufacturing and development of micro optics and microelectromechanical devices.
Fiscal years 2004 and 2003 also include sublease rental income and royalty income in other income.
32
2003 Compared with 2002
Sales
2003
2002
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $446.9
212.5
Systems Engineering SolutionsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
165.5
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Energy Systems ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
15.8
Total salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $840.7
$388.0
206.7
162.9
15.1
$772.7
Net Income
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 33.0
23.2
Systems Engineering SolutionsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6.4
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(0.7)
Energy Systems ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
61.9
Segment operating proÑt and other segment incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(14.9)
Corporate expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(0.8)
Interest and debt expense, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(1.6)
Other income (expense) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
44.6
Income before taxesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
14.9
Provision for income taxes(a) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 29.7
$ 35.9
20.6
2.7
(1.9)
57.3
(14.4)
(0.6)
(0.2)
$ 42.1
16.7
$ 25.4
(a) Total year 2003 provision for taxes includes a $2.4 million income tax beneÑt from the reversal of an
income tax contingency reserve which was determined to be no longer needed during 2003.
We reported 2003 net sales of $840.7 million, compared with net sales of $772.7 million for 2002. Net
income was $29.7 million ($0.91 per diluted share) for 2003, compared with $25.4 million ($0.77 per
diluted share) for 2002.
The increase in sales in 2003, compared with 2002, reÖected improvement in all four reporting
segments. The largest sales growth was in the Electronic and Communications segment notwithstanding a
diÇcult environment in some of the companies commercial markets. The higher sales in Electronics and
Communications segment resulted from both organic growth and strategic acquisitions, including Monitor
Labs, acquired in September 2002, Tekmar Company, acquired in May 2003, and Spirent's Aviation
Information Solutions businesses, acquired in June 2003. The incremental increase in revenue from
acquisitions in 2003, compared with 2002, was $39.9 million.
The increase in segment operating proÑt for 2003, compared with 2002, reÖected improved results in
the System Engineering Solutions, Aerospace Engines and Components and Energy Systems segments,
partially oÅset by lower operating proÑt in the Electronics and Communications segment. The Electronic
and Communications segment included incremental operating proÑt from acquisitions and related synergies
of $1.9 million.
Cost of sales in total dollars was higher in 2003, compared with 2002. The increase was in line with
higher sales and also reÖected higher pension expense, partially oÅset by product mix diÅerences. Cost of
sales as a percentage of net sales for 2003 was relatively Öat compared with 2002. While the percentages
were comparable, the 2003 percentage reÖected the impact of pension expense compared with pension
income in 2002. The impact was oÅset, in part, by product mix diÅerences and $5.1 million in LIFO
income in 2003 compared with $0.8 million in LIFO income in 2002. Total year 2003 also reÖected an
improvement in cost of sales as a percentage of sales due to Ñnalization of award and incentive fee
negotiations for work performed on certain contracts in prior years in the Systems Engineering Solutions
33
segment. At December 29, 2002, Teledyne recorded income of $0.1 million following the Ñnal resolution of
the 2001 restructuring, asset impairment and other charge.
Selling, general and administrative expenses, including research and development and bid and proposal
expense, in total dollars were higher in 2003, compared with 2002. This increase was in line with higher
sales which resulted from organic growth and acquisitions. The increased bid and proposal expense was
primarily driven by bidding opportunities in the Systems Engineering Solutions segment. Selling, general
and administrative expenses for 2003, as a percentage of sales, were relatively Öat compared with 2002,
reÖecting the beneÑt of higher sales and continued cost control.
Included in operating proÑt in 2003 was pension expense of $6.9 million compared with pension
income of $2.3 million in 2002. The increase in pension expense in 2003 compared with 2002, reÖects, in
part, a reduction in the discount rate assumption for the Company's deÑned beneÑt plan as well as the
decline in the market value of the Company's pension assets during 2002, 2001 and 2000.
The Company's eÅective tax rate for 2003 was 33.3%, compared with 39.7% for 2002. Total year 2003
reÖected an income tax beneÑt of $2.4 million due to the reversal of an income tax contingency reserve
which was determined to be no longer needed during the third quarter of 2003. Excluding this beneÑt, the
Company's eÅective tax rate for 2003 would have been 38.7%.
Sales under contracts with the U.S. Government were approximately 46% of net sales in 2003 and
2002. International sales represented approximately 16% of net sales in 2003 and 2002.
Total interest expense including facility fees and other bank charges was $1.0 million in 2003 and
$0.9 million in 2002. Interest income was $0.2 million in 2003 and $0.3 million in 2002.
In 2003, we recorded a $2.3 million charge, in other expense, for the write-oÅ of the Company's
remaining cost-based investment in a private company engaged in manufacturing and development of
micro optics and microelectromechanical devices. In 2002, we recorded a $0.5 million charge, in other
expense, related to the partial write-down of this investment. Fiscal years 2003 and 2002 also include
sublease rental income and royalty income in other income.
2001 Restructuring, Asset Impairment and Other Charge Information
In 2001, the Company recorded a $26.4 million pretax charge of which $7.5 million was for asset
impairments, $8.8 million was for restructuring and other charges, $9.8 million was for inventory write-
downs and a $0.3 million pretax charge for discontinued operations.
During 2002, the Company completed the eÅorts related to the 2001 charge, recording actual
expenses of $26.3 million. At year-end 2002, the cumulative restructuring charges were $8.1 million,
$0.7 million lower than the 2001 year-end estimate, the cumulative charges to cost of sales related to
excess and obsolete inventory were $10.4 million, $0.6 million higher than the 2001 year-end-estimate,
with no change to either the asset impairment charge or the charge for discontinued operations. This
resulted in $0.2 million of income in the Electronics and Communications segment in 2002 and an
additional cost impact of $0.1 million in the Systems Engineering segment during 2002. No amounts
remain on the balance sheet related to the charge.
34
Segments
The following discussion of our four segments should be read in conjunction with Note 14 to the
Notes to Consolidated Financial Statements.
Electronics and Communications
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $567.9
Operating proÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 54.4
Operating proÑt % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Governmental sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Capital expenditures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 12.8
9.6%
27.6%
25.9%
2004
2002
2003
(Dollars in millions)
$446.9
$ 33.0
$388.0
$ 35.9
7.4%
21.4%
31.8%
$ 14.9
$
9.3%
21.7%
29.7%
8.3
Our Electronics and Communications segment provides a wide range of specialized electronic systems,
instruments, components and services that address niche market applications in commercial aerospace,
communications, defense, industrial and medical markets.
2004 compared with 2003
Our Electronics and Communications segment sales were $567.9 million in 2004, compared with sales
of $446.9 million in 2003. Operating proÑt was $54.4 million in 2004, compared with $33.0 million in
2003.
Sales in 2004, compared with 2003, reÖected revenue growth in defense electronic products, electronic
instruments, telecommunication subsystems, avionics products and relay products. This growth was
partially oÅset by lower sales from electronic manufacturing services, primarily driven by lower government
sales. The revenue growth in defense electronic products was driven by sales of traveling wave tubes and
ejection seat sequencers, the acquisition of Reynolds Industries, Incorporated on July 2, 2004, and the
acquisition of assets of Filtronic Solid State on December 31, 2003. Electronic instruments revenue for
2004, compared 2003, was favorably impacted by the acquisition of Isco on June 18, 2004, the acquisition
of Leeman Labs' assets on February 27, 2004, increased shipments of geophysical sensors for the
petroleum exploration market and increased sales of other instrument products. Electronic instruments
revenue for 2004, compared with 2003, was also favorably impacted by the acquisition of Tekmar
Company on May 16, 2003. The revenue growth in avionics products was favorably impacted by the
acquisition of the Aviation Information Solutions (""AIS'') businesses from Spirent plc on June 27, 2003.
The increase in revenue from acquisitions for 2004, compared with 2003, was $98.6 million. Incremental
operating proÑt from acquisitions including synergies for 2004, compared with 2003, was $11.8 million.
Segment operating proÑt was favorably impacted by acquisitions and organic sales growth partially oÅset
by an increase in pension expense. Pension expense was $6.0 million for 2004 compared with pension
expense of $5.1 million in 2003. Operating proÑt in 2003 was favorably impacted by a $1.8 million
reduction in LIFO reserve, which resulted from a reduced inventory level, mostly oÅset by a $0.9 million
fourth quarter write-down on slow moving test equipment inventory and contract settlements totaling
$0.8 million. No LIFO adjustment was made in 2004.
2003 compared with 2002
Our Electronics and Communications segment sales were $446.9 million in 2003, compared with sales
of $388.0 million in 2002. Operating proÑt was $33.0 million in 2003, compared with $35.9 million in
2002.
Sales in 2003, compared with 2002, reÖected revenue growth in defense electronic products, electronic
manufacturing services, avionics products, electronic instruments, medical products and commercial
35
lighting products. The revenue growth in defense electronic products was driven by traveling wave tubes
and military microelectronics. The revenue growth in electronic manufacturing services was driven by
increased sales to military customers. Revenue growth in avionics products was driven by the acquisition of
the Aviation Information Solutions businesses in June 2003, partially oÅset by continued weakness in the
commercial aviation market. Electronic instruments revenue was favorably impacted by the acquisition of
Monitor Labs Incorporated at the end of the third quarter of 2002 and the acquisition of Tekmar-
Dohrmann in May 2003. This revenue growth in electronic instruments was partially oÅset by reduced
sales of geophysical sensors for the petroleum exploration market. The increase in revenue from
acquisitions for 2003, compared with 2002, was $39.9 million. Incremental operating proÑt from
acquisitions including synergies for 2003, compared with 2002, was $1.9 million. Operating proÑt in 2003
was favorably impacted by increased sales and a $1.8 million reduction in LIFO reserve, which resulted
from a reduced inventory level, compared with LIFO income of $0.6 million in 2002. These operating
proÑt improvements were more than oÅset by a $0.9 million fourth quarter write-down on slow moving test
equipment inventory, contract settlements totaling $0.8 million and higher pension expense. In 2002, the
Company recorded a $0.8 million write-down of certain optoelectronics equipment due to lower than
expected utilization. Segment operating proÑt in 2003 included $5.1 million of pension expense, compared
with $2.0 million of pension income in 2002.
Systems Engineering Solutions
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $242.2
Operating proÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 27.1
Operating proÑt % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Governmental sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Capital expenditures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
11.2%
0.1%
99.3%
1.7
2004
2002
2003
(Dollars in millions)
$212.5
$ 23.2
$206.7
$ 20.6
10.9%
0.1%
99.0%
1.5
10.0%
1.3%
98.0%
3.1
$
$
Our Systems Engineering Solutions segment, principally through Teledyne Brown Engineering, Inc.,
applies the skills of its extensive staÅ of engineers and scientists to provide innovative systems engineering,
advanced technology, and manufacturing solutions to defense, space, environmental, and homeland security
requirements.
2004 compared with 2003
Our Systems Engineering Solutions segment sales were $242.2 million in 2004, compared with sales
of $212.5 million in 2003. Operating proÑt was $27.1 million in 2004, compared with $23.2 million in
2003.
Sales for 2004, compared with 2003, reÖected revenue growth in core defense and environmental and
aerospace programs. The higher operating proÑt in 2004, compared with 2003, was primarily due to higher
sales and improved margins on various time and material contracts. Operating proÑt in 2003 was negatively
impacted by the recognition of a $1.0 million loss on an oÇce sublease agreement. Segment operating
proÑt in 2004 included $0.8 million of pension expense, of which $0.5 million was recoverable in
accordance with CAS from certain government contracts, compared with $0.3 million of pension expense
in 2003 of which none was recoverable in accordance with CAS.
2003 compared with 2002
Our Systems Engineering Solutions segment sales were $212.5 million in 2003, compared with sales
of $206.7 million in 2002. Operating proÑt was $23.2 million in 2003, compared with $20.6 million in
2002.
36
Sales in 2003, compared with 2002, reÖected increased work in environmental and core defense
programs, partially oÅset by lower sales in aerospace programs. Operating proÑt in 2003, compared with
2002, was favorably impacted by increased sales and $4.1 million related to both the Ñnalization of
negotiation of prior year award and incentive fees for work performed on certain contracts, primarily the
Ground-based Midcourse Defense and Pressurents, Propellants, and Calibration contracts. Operating proÑt
in 2003 also reÖected improved margins for environmental programs. Operating proÑt in 2003 was
negatively impacted by the recognition of a $1.0 million loss on an oÇce sublease agreement. Segment
operating proÑt in 2003 included $0.3 million of pension expense, compared with $0.2 million of pension
income in 2002.
Aerospace Engines and Components
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $181.8
6.1
Operating proÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
3.4%
Operating proÑt % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
20.2%
International sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
14.3%
Governmental sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.2
Capital expenditures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
2004
2002
2003
(Dollars in millions)
$165.5
6.4
$
3.9%
23.5%
14.9%
3.2
$
$162.9
2.7
$
1.7%
21.7%
15.6%
3.6
$
Our Aerospace Engines and Components segment, principally through Teledyne Continental Motors,
Inc., focuses on the design, development and manufacture of piston engines, turbine engines, electronic
engine controls and aviation batteries.
2004 compared with 2003
Our Aerospace Engines and Components segment sales were $181.8 million in 2004, compared with
sales of $165.5 million in 2003. Operating proÑt was $6.1 million in 2004, compared with $6.4 million in
2003.
Sales in 2004, compared with 2003, reÖected revenue growth in OEM piston engines, aftermarket
piston engines and parts sales, and slightly higher turbine engine sales. Turbine engine sales for 2004,
compared with 2003, were higher primarily due to increased spare parts sale and favorable Joint Air-to-
Surface StandoÅ Missile (""JASSM'') engine sales, partially oÅset by reduced Improved Tactical Air-
Launched Decoy (""ITALD'') and Harpoon cruise missile engines. Operating proÑt in 2004 included the
receipt of $2.5 million pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine
business. While the terms of the piston engine agreement are conÑdential, the Company anticipates
receiving $5.0 million in 2005 and $2.5 million in 2006 under the agreement. Segment operating proÑt for
2004 also reÖected a $4.8 million increase in aircraft product liability insurance costs and self insurance
reserve expense, a $1.7 million charge for environmental matters and LIFO expense of $0.5 million.
Operating proÑt in the piston engine business in 2003 was positively impacted by a $3.3 million reduction
in LIFO reserve, which resulted from a reduced inventory level. Segment operating proÑt in 2004 included
$1.5 million of pension expense, compared with $1.3 million of pension expense in 2003.
2003 compared with 2002
Our Aerospace Engines and Components segment sales were $165.5 million in 2003, compared with
sales of $162.9 million in 2002. Operating proÑt was $6.4 million in 2003, compared with $2.7 million in
2002.
Sales in 2003, compared with 2002, reÖected revenue growth in OEM piston engines, partially oÅset
by reduced sales of aftermarket products and services. Operating proÑt in the piston engine business was
positively impacted by an improved cost structure, productivity improvements and a $3.3 million reduction
in LIFO reserve, which resulted from a reduced inventory level, partially oÅset by an increase of
37
$4.1 million for aircraft product liability insurance costs and self insurance reserve expense. Operating
proÑt in 2002 included $0.2 million from a reduction in LIFO reserve. Sales from turbine engines were
unfavorably impacted by lower revenue from spare parts for Air Force training aircraft and lower Harpoon
cruise missile engine sales, partially oÅset by higher revenue from ITALD engines and favorable Joint
Air-to-Surface StandoÅ Missile (""JASSM'') engine sales. Operating proÑt for turbine engines was lower
in 2003, compared with 2002, and resulted from lower sales and a less favorable product mix. Segment
operating proÑt in 2003 included $1.3 million of pension expense, compared with $0.5 million of pension
income in 2002.
Energy Systems
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $24.7
Operating proÑt/(loss) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 1.6
Operating proÑt/(loss) % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
International sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Governmental sales % of salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Capital expenditures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 1.1
2003
2001
2002
(Dollars in millions)
$15.8
$(0.7)
$ 15.1
$ (1.9)
6.5% (4.4)% (12.6)%
28.3%
17.0% 22.8%
61.2%
78.5% 67.7%
0.4
$ 0.6
$
Our Energy Systems segment, through Teledyne Energy Systems, Inc., provides on-site gas and power
generation systems based on proprietary electrolysis, thermoelectric and fuel cell technologies.
2004 compared with 2003
Our Energy Systems segment sales were $24.7 million in 2004, compared with sales of $15.8 million
in 2003. The 2004 operating income was $1.6 million, compared with a 2003 operating loss of $0.7 million.
The increase in sales for 2004, compared with 2003, resulted from multi-year government contracts,
which were awarded, in 2003, for fuel cell and thermoelectric power generator work. Operating proÑt for
2004, compared with the operating loss in 2003, was favorably impacted by the growth in sales and by a
reduction in research and development costs. The operating loss in 2003 included $0.4 million in charges
for contract claims and the recognition of a $0.5 million loss on a facility sublease agreement. Segment
operating proÑt included pension expense of $0.1 million in 2004, compared with no pension expense in
2003.
2003 compared with 2002
Our Energy Systems segment sales were $15.8 million in 2003, compared with sales of $15.1 million
in 2002. The 2003 operating loss was $0.7 million, compared with an operating loss of $1.9 million in
2002.
Sales in 2003 reÖected revenue growth in government programs related to multi-year contracts which
were won, in 2003, primarily for thermoelectric generator development, partially oÅset by reduction in
commercial revenue, primarily hydrogen generator sales. The reduction in operating loss for 2003,
compared with 2002, resulted from increased sales, an improved overhead cost structure, reduced general
and administrative and research and development expenses and the absence of $0.3 million in program
cost adjustments that impacted 2002, partially oÅset by $0.4 million in charges for contract claims and the
recognition of a $0.5 million loss on a facility sublease agreement.
38
Financial Condition, Liquidity and Capital Resources
Principal Capital Requirements
Our principal capital requirements are to fund working capital needs, capital expenditures and debt
service requirements, as well as to fund acquisitions. It is anticipated that operating cash Öow, together
with available borrowings under the credit facility described below, will be suÇcient to meet these
requirements and could be used to fund some acquisitions in the year 2005. To support acquisitions, we
may need to raise additional capital. Our liquidity is not dependent upon the use of oÅ-balance sheet
Ñnancial arrangements. We have no oÅ-balance sheet Ñnancing arrangements that incorporate the use of
special purpose entities or unconsolidated entities.
Revolving Credit Agreement
In June 2004, the Company terminated its then existing $200.0 million Ñve-year revolving credit
agreement and replaced it with a new $280.0 million credit facility that expires in June 2009. Excluding
interest and fees, no payments are due under the credit facility until the credit facility terminates.
Available borrowing capacity under the $280.0 million credit facility, which is reduced by borrowings and
outstanding letters of credit, was $203.0 million at year-end 2004. For a description of some terms of our
credit facility, see ""Financing Activities'' on page 43.
Contractual Obligations
The following table summarizes our expected cash outÖows resulting from Ñnancial contracts and
commitments at January 2, 2005. We have not included information on our normal recurring purchases of
materials for use in our operations. These amounts are generally consistent from year to year, closely
reÖect our levels of production, and are not long-term in nature (in millions):
2005
2006
Operating lease obligations ÏÏÏÏÏÏÏÏ
Long-term debt obligations ÏÏÏÏÏÏÏ
Capital lease obligations(a) ÏÏÏÏÏÏÏ
Purchase obligations(b) ÏÏÏÏÏÏÏÏÏÏ
$10.2
3.1
0.3
26.8
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$40.4
$ 7.5
0.1
0.3
2.7
$10.6
2007
$4.7
Ì
0.3
0.1
$5.1
2008
$4.1
Ì
0.4
Ì
$4.5
2009
$ 3.2
70.5
0.4
Ì
$74.1
2010 and
beyond
$10.6
Ì
5.4
Ì
$16.0
Total
$ 40.3
73.7
7.1
29.6
$150.7
(a) Includes imputed interest and short-term portion
(b) Purchase obligations generally include long-term contractual obligations for the purchase of goods and
services.
The amounts above exclude our minimum funding requirements as set forth by ERISA, which are
$24.6 million over the next two years. Our minimum funding requirements after 2004 are dependent on
several factors. We also have payments due under our other postretirement beneÑts plans. These plans are
not required to be funded in advance, but are pay as you go. See further discussion in Note 13 of the
Notes to Consolidated Financial Statements
Operating Activities
In 2004, net cash provided from continuing operations was $84.9 million, compared with $56.8 million
in 2003 and $74.2 million in 2002. The higher net cash provided from continuing operations for 2004,
compared with 2003, reÖected improved net income and lower aircraft product liability settlement
payments, as well as operating cash Öow from acquisitions, partially oÅset by deÑned beneÑt pension
contributions of $3.1 million. The deferred income tax component of the cash Öow statement reÖected a
$6.8 million increase in 2004, a $7.6 million decrease in 2003 and a $15.2 million increase in 2002 related
39
to the minimum pension liability adjustment recorded in each year. This adjustment had no impact on
cash Öows from operations in 2004.
The decrease in net cash provided from continuing operations in 2003, compared with 2002, reÖected
timing diÅerences related to accounts payable, diÅerences in the cash impact of income taxes, higher
payments in 2003 for aircraft product liability settlements and higher accounts receivables balances. The
higher accounts receivables balances reÖected the impact of higher sales in December 2003 compared to
December 2002. In 2003, cash was used to pay down accounts payable, compared to an increase in
accounts payable for 2002 resulting primarily from timing of inventory and capital purchases. The deferred
income tax and the accrued pension obligation components of the cash Öow statement in 2003 were both
aÅected by the deferred tax amount of $7.6 million related to the minimum pension liability adjustment
recorded in 2003. This adjustment had no impact on cash Öows from continuing operations in 2003.
Fiscal years 2003 and 2002 reÖected payments for workers compensation claims. The 2002 cash used
by discontinued operations also reÖected the payment of a purchase price adjustment.
Working Capital
Working capital was $124.4 million at year-end 2004, compared with $129.5 million at year-end 2003.
The decrease in working capital was due to lower cash balances, oÅset in part, by working capital from
recent acquisitions. The lower cash balances reÖects cash used to pay down debt incurred for recent
acquisitions. We continue to emphasize improvements in working capital management.
Balance Sheet Changes
The changes in the following selected components of Teledyne balance sheet are discussed below (in
millions):
2004
2003
Cash and cash equivalents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 11.4
Accounts receivables, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $141.7
Inventories, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 97.7
Long-term deferred income taxes, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 28.3
Property, plant and equipment, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 90.8
Goodwill, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $166.0
Acquired intangible assets, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 26.0
Accounts payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 62.3
Short-term accrued liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 97.0
Other long-term liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 54.9
Long-term debt and capital lease obligations, net of current portionÏÏÏÏÏÏÏÏÏÏ $ 74.4
Accrued pension obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 46.7
Accumulated other comprehensive lossÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $(22.3)
$ 37.8
$121.3
$ 63.6
$ 19.7
$ 76.0
$ 56.2
$
5.4
$ 48.1
$ 74.9
$ 38.4
$ Ì
$ 25.6
$(11.3)
The lower balance in cash and cash equivalents at January 2, 2005, compared with December 28,
2003 reÖected cash used to acquire businesses and capital spending, partially oÅset by positive cash Öow
from operations. The higher balance in accounts receivables, inventory, property, plant and equipment and
accounts payable reÖected the impact of businesses acquired in 2004. The increase in long-term deferred
income taxes reÖected the $6.8 million increase related to the minimum pension liability adjustment.
Goodwill and acquired intangible assets reÖect the impact of acquisitions. The increase in short-term
accrued liabilities reÖected liabilities for businesses acquired in 2004 and higher compensation accruals.
The increase in other long-term liabilities reÖected an increase in the aircraft product liability reserve. The
accrued pension obligation increased primarily as a result of the increase in the unfunded pension liability
in 2004, partially oÅset by pension contributions. The change in the accumulated other comprehensive loss
40
reÖected the $10.9 million non-cash adjustment related to the increase in the unfunded pension liability in
2004. The adjustment to the accumulated other comprehensive loss component of equity was required
since the diÅerence between the value of the Company's pension assets and the accumulated pension
beneÑt obligation was larger as of year-end 2004, compared with year-end 2003 (the ""unfunded pension
liability''). The reduction to equity did not aÅect net income and was recorded net of $6.8 million in
deferred taxes. The increase in long-term debt and capital lease obligations resulted from cash used to
acquire businesses in 2004 and a capital lease assumed in the Reynolds acquisition.
Investing Activities
Net cash used in investing activities included capital expenditures as presented below:
Capital Expenditures
2004
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $12.8
1.7
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.2
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.1
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2003
(In millions)
$14.9
1.5
3.2
0.6
2002
$ 8.3
3.1
3.6
0.4
$18.8
$20.2
$15.4
During 2005, we plan to invest approximately $23.0 million in capital principally to reduce
manufacturing costs, to introduce new products and to upgrade capital equipment. Commitments at
January 2, 2005 for capital expenditures were approximately $2.6 million.
Investing activities in 2004 included the Ñve acquisitions. On December 31, 2003, Teledyne acquired
the electronic warfare business of Filtronic Solid State for $12.0 million in cash. Solid State's electronic
warfare business had sales of approximately $12.5 million for the Ñscal year ended May 2003. On
February 27, 2004, Teledyne acquired Leeman Labs' assets for $8.1 million in cash which includes a
purchase price adjustment. Leeman Labs had sales of approximately $8.6 million for the Ñscal year ended
September 30, 2003. On June 18, 2004, Teledyne completed the acquisition of the stock of Isco for
$16.00 per share in cash or $93.8 million net of cash acquired. Teledyne sold $17.3 million of marketable
securities acquired as part of the Isco acquisition and applied the proceeds against debt. Teledyne assumed
$2.9 million in long-term debt as part of the Isco acquisition. Isco had sales of approximately $60.8 million
for the Ñscal year ended July 25 2003. On July 2, 2004, Teledyne acquired Reynolds for $41.2 million in
cash which includes a purchase price adjustment and is net of cash acquired. Teledyne assumed a
$3.9 million capital lease as part of the Reynolds acquisition. Reynolds had sales of approximately
$35.0 million for the Ñscal year ended April 30, 2004. On October 22, 2004, Teledyne acquired the defense
electronics business of Celeritek, Inc. for $32.7 million in cash, which includes the receipt of a purchase
price adjustment. The defense electronics business of Celeritek, Inc. had sales of approximately
$19.7 million for the Ñscal year ended March 31, 2004.
Investing activities in 2003 included the acquisitions of AIS and Tekmar Company. On June 27,
2003, Teledyne acquired AIS for $6.4 million in cash, which is net of a $0.4 million purchase price
adjustment. AIS had sales of approximately $16.8 million for the Ñscal year ended December 2002. On
May 16, 2003, Teledyne acquired Tekmar Company for $13.5 million in cash. Tekmar Company had
sales of $22.5 million for the Ñscal year ended in September 2002.
Investing activities in 2002 included the acquisition of Monitor Labs from Spirent plc on
September 27, 2002 for $24.0 million in cash. Monitor Labs had sales of approximately $25.6 million for
the twelve months ended September 29, 2002. Investing activities in 2002 also included the receipt of a
tax refund of $1.1 million related to the API acquisition.
41
In all acquisitions, the results are included in the Company's consolidated Ñnancial statements from
the date of each respective acquisition. The allocation of the purchase price for the acquisition of Tekmar
Company was completed as of year-end 2003 and the allocation of the purchase price for the acquisition
of AIS was completed in the Ñrst quarter of 2004. The allocation of the purchase price for the Isco,
Reynolds, Solid State and Leeman Labs acquisitions are complete as of year-end 2004. Each of the above
acquisitions is part of the Electronics and Communications segment. Approximately $36.4 million of
goodwill recorded in 2004 is deductible for tax purposes. The Company is in the process of speciÑcally
identifying the amount to be assigned to intangible assets for the Celeritek acquisition and has made
preliminary estimates as of January 2, 2005, since there was insuÇcient time between the acquisition date
and the end of the quarter to Ñnalize the valuation. The preliminary amount of goodwill recorded as of
January 2, 2005 for the Celeritek acquisition, was $25.0 million. The preliminary amount of intangible
assets recorded as of January 2, 2005 for the Celeritek acquisition, was $3.9 million. These amounts were
based on estimates that are subject to change pending the completion of the Company's internal review
and the receipt of third party appraisals.
The following table summarizes the total intangible assets acquired as part of the Ñve acquisitions
made in 2004 and the two acquisitions made in 2003 (dollars in millions):
January 2,
2005
Weighted
average
useful life
in years
Intangibles not subject to amortization:
Goodwill ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Trademarks ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Intangibles subject to amortization:
Proprietary Technology ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Customer List/RelationshipsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Patents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Non-compete agreements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Backlog ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total subject to amortizationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$121.2
10.0
$131.2
$ 10.0
4.7
0.2
0.2
0.9
$ 16.0
n/a
n/a
9.7
6.4
14.9
5.0
1.1
6.2
Amortizable intangible assets are amortized over their estimated useful lives on a straight line basis.
The Company recorded $1.4 million and $0.2 million in amortization expense in 2004 and 2003,
respectively, for acquired intangible assets. The expected future amortization expense for the next Ñve
years is as follows (in millions): 2005-$2.4, 2006-$1.7, 2007-$1.6, 2008-$1.6, 2009-$1.5.
42
The following is a summary at the acquisition date of the estimated fair values of the assets acquired
and liabilities assumed for the Ñve acquisitions made in 2004 (in millions):
Current assets, excluding cash acquired ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
GoodwillÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Intangible assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total assets acquired ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Current liabilities, including short-term debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Long-term debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Long-term capital lease ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 50.4
19.7
110.1
20.6
19.5
220.3
28.2
0.5
3.8
Total liabilities assumed ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Purchase price, net of cash acquired ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
32.5
$187.8
Financing Activities
Cash provided by Ñnancing activities for 2004 also reÖected net borrowings under the revolving credit
agreement. Cash used in Ñnancing activities for 2002 reÖected the payment of long-term debt. Cash
provided by Ñnancing activities for Ñscal years 2004, 2003 and 2002 reÖect proceeds from the exercise of
stock options.
In June 2004, the Company terminated its then existing $200.0 million Ñve-year revolving credit
agreement and replaced it with a new $280.0 million credit facility that expires in June 2009. At year-end
2004, we had $203.0 million of available committed credit under the credit facility, which can be utilized,
as needed, for daily operating and periodic cash needs, including acquisitions. Borrowings under the credit
facility bear interest, at our option, at a rate based on either a deÑned base rate or the London Interbank
OÅered Rate (LIBOR), plus applicable margins. The credit agreement also provides for facility fees that
vary between 0.15% and 0.30% of the credit line, depending on our capitalization ratio as calculated from
time to time. The credit agreement requires the Company to comply with various Ñnancial and operating
covenants, including maintaining certain consolidated leverage and interest coverage ratios, as well as
minimum net worth levels and limits on acquired debt. Total debt at year-end 2004 includes the
$70.0 million outstanding under the credit facility and $3.2 million assumed in the Isco acquisition, of
which $3.1 million is current. The Company also assumed a $3.9 million capital lease in the Reynolds
acquisition, of which $0.1 million is current. We also had $0.5 million in long-term debt outstanding at
year-end 2004 under a $5.0 million uncommitted bank facility. This credit line is utilized, as needed, for
periodic cash needs. At January 2, 2005, the Company had $10.0 million in outstanding letters of credit.
In March 2003, Teledyne announced that its Board of Directors authorized the Company to purchase,
from time to time, up to one million shares of its Common Stock in open market or privately negotiated
transactions through March 31, 2004. No repurchases were made under the program.
Pension Plans
In connection with the spin-oÅ, a deÑned beneÑt pension plan was established and Teledyne assumed
the existing pension obligations for all of the employees, both active and inactive, at the operations which
perform government contract work and for active employees at operations which do not perform
government contract work. ATI transferred pension assets to fund the new deÑned beneÑt pension plan.
The Company has changed its retirement beneÑts for non-union new hires. As of January 1, 2004, non-
union new hires participate in an enhanced deÑned contribution plan as opposed to the company's existing
deÑned beneÑt plan. Currently, Teledyne anticipates making an after-tax cash contribution of
approximately $9.0 million to its deÑned beneÑt pension plan in 2005. Also, under one of its spin-oÅ
43
agreements, after November 29, 2004, the Company is able to charge pension costs to the
U.S. Government under certain government contracts in accordance with CAS.
Statement of Financial Accounting Standard (""SFAS'') No. 87, ""Employers' Accounting for
Pensions,'' requires that a minimum pension liability be recorded if the value of pension assets is less than
the accumulated pension beneÑt obligation. This condition existed since year-end 2002. In accordance with
the requirements of SFAS No. 87, the Company has a $22.7 million non-cash reduction to stockholders'
equity, a long-term intangible asset of $7.2 million and a long-term additional pension liability of
$44.3 million at year-end 2004. As of year-end 2003, the Company had a $11.8 million non-cash reduction
to stockholders' equity, a long-term intangible asset of $8.5 million and an additional long-term pension
liability of $27.9 million. The adjustments to equity did not aÅect net income and are recorded net of
deferred taxes. The reduction will be reversed should the value of the pension assets exceed the
accumulated pension beneÑt obligation as of a future measurement date. See Note 13 of the Notes to
Consolidated Financial Statements for additional pension disclosures.
Other Matters
Income Taxes
As noted earlier, the Company's eÅective tax rate for 2004 was 38.7%, compared with 33.3% for 2003
and 39.7% for 2002. Total year 2003 reÖected an income tax beneÑt of $2.4 million due to the reversal of
an income tax contingency reserve which was determined to be no longer needed during the third quarter
of 2003. Excluding this beneÑt, the Company's eÅective tax rate for 2003 would have been 38.7%. Based
on the Company's history of operating earnings, expectations of future operating earnings and potential tax
planning strategies, it is more likely than not that the deferred income tax assets at January 2, 2005 will be
realized.
Costs and Pricing
InÖationary trends in recent years have been moderate. We primarily use the last-in, Ñrst-out method
of inventory accounting that reÖects current costs in the costs of goods sold. These costs, the increasing
costs of equipment and other costs are considered in establishing sales pricing polices. The Company
emphasizes cost containment in all aspects of its business.
Hedging Activities; Market Risk Disclosures
We have not utilized derivative Ñnancial instruments such as futures contracts, options and swaps,
forward foreign exchange contracts or interest rate swaps and futures during 2004 or 2003. We believe that
adequate controls are in place to monitor any hedging activities. Our primary exposure to market risk
relates to changes in interest rates and foreign currency exchange rates. We periodically evaluate these
risks and have taken measures to mitigate these risks. We own assets and operate facilities in countries
that have been politically stable. Also, our foreign risk management objectives are geared towards
stabilizing cash Öow from the eÅects of foreign currency Öuctuations. Most of the Company's sales are
denominated in U.S. dollars which mitigates the eÅect of exchange rate changes. Any borrowings under
the Company's revolving credit line are based on a Öuctuating market interest rate and, consequently, the
fair value of any outstanding debt should not be aÅected materially by changes in market interest rates.
Overall, we believe that our exposure to interest rate risk and foreign currency exchange rate changes is
not material to our Ñnancial condition or results of operations.
Related Party Transactions
In connection with the spin-oÅ, Teledyne and ATI entered into several agreements governing the
separation of our businesses and various employee beneÑts, compensation, tax, indemniÑcation and
transition arrangements. The Company's principal spin-oÅ requirements, including the requirement to
ensure a favorable tax treatment, have been satisÑed. Three of our nine directors continue to serve on
ATI's board. In addition, under one of our spin-oÅ agreements, the Company is able to charge pension
44
costs to the U.S. Government under certain government contracts after November 29, 2004. In 2004, we
purchased the ""Teledyne'' name and related logos, symbols and marks from an aÇliate of ATI for
$412,000.
Our Chairman, President and Chief Executive OÇcer is a director of Mellon Financial Corporation.
Another of our directors is a former chief executive oÇcer and director of Mellon Financial Corporation.
All transactions with Mellon Bank, N.A. and its aÇliates are eÅected under normal commercial terms,
and we believe that our relationships with Mellon Bank, N.A. and its aÇliates are arms-length. Mellon
Bank, N.A. is one of ten lenders under our $280.0 million credit facility, having committed up to
$25.0 million under the facility. It also provides cash management services and an uncommitted
$5.0 million line of credit. Mellon Bank, N.A. serves as trustee under our pension plan and provides asset
management services for the plan. Mellon Investor Services LLC serves as our transfer agent and registrar,
as well as agent under our stockholders rights plan.
Environmental
We are subject to various federal, state, local and international environmental laws and regulations
which require that we investigate and remediate the eÅects of the release or disposal of materials at sites
associated with past and present operations. These include sites at which Teledyne has been identiÑed as a
potentially responsible party under the Comprehensive Environmental Response, Compensation and
Liability Act, commonly known as Superfund, and comparable state laws. We are currently involved in the
investigation and remediation of a number of sites. Reserves for environmental investigation and
remediation totaled approximately $3.5 million at January 2, 2005. This amount includes $1.8 million for
an environmental matter related to the Aerospace Engines and Component segment. As investigation and
remediation of these sites proceed and new information is received, the Company expects that accruals will
be adjusted to reÖect new information. Based on current information, we do not believe that future
environmental costs, in excess of those already accrued, will materially and adversely aÅect our Ñnancial
condition or liquidity. However, resolution of one or more of these environmental matters or future accrual
adjustments in any one reporting period could have a material adverse eÅect on our results of operations
for that period.
For additional discussion of environmental matters, see Notes 2 and 16 to the Notes to Consolidated
Financial Statements.
Government Contracts
We perform work on a number of contracts with the Department of Defense and other agencies and
departments of the U.S. Government including sub-contracts with government prime contractors. Sales
under these contracts with the U.S. Government, which included contracts with the Department of
Defense, were approximately 43% in 2004 and 46% of total sales in 2003 and in 2002. For a summary of
sales to the U.S. Government by segment, see Note 14 to the Notes to Consolidated Financial Statements.
Sales to the Department of Defense represented approximately 33%, 31% and 30% of total sales for 2004,
2003 and 2002, respectively.
Performance under government contracts has certain inherent risks that could have a material adverse
eÅect on the Company's business, results of operations and Ñnancial condition. Government contracts are
conditioned upon the continuing availability of Congressional appropriations, which usually occurs on a
Ñscal year basis even though contract performance may take more than one year. While the overall
U.S. military budget declined in real dollars from the mid-1980s through the early 1990s, U.S. defense
spending has increased and is expected to continue to increase over the next few years as a result of global
responses to terrorism and perceived nuclear threats. Notwithstanding the potential for increased defense
spending, delays or declines in U.S. military expenditures in the programs in which we participate could
adversely aÅect our business, results of operations and Ñnancial condition.
For information on accounts receivable from the U.S. Government, see Note 6 to the Notes to
Consolidated Financial Statements.
45
Estimates and Reserves
Our discussion and analysis of Ñnancial condition and results of operations are based upon our
consolidated Ñnancial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these Ñnancial statements requires us to make
estimates and judgments that aÅect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent liabilities. On an ongoing basis, we evaluate our estimates, including those
related to product returns, allowance for doubtful accounts, inventories, intangible assets, income taxes,
warranty obligations, pension and other postretirement beneÑts, long-term contracts, environmental,
workers' compensation and general liability, aircraft product liability, employee dental and medical beneÑts
and other contingencies and litigation. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances at the time, the results of which
form the basis for making our judgments. Actual results may diÅer materially from these estimates under
diÅerent assumptions or conditions. In some cases, such diÅerences may be material. See ""Other
Matters Ì Critical Accounting Policies''.
The following table reÖects signiÑcant reserves and valuation accounts, which are estimates and based
on judgments as described above, at January 2, 2005 and December 28, 2003:
Reserves and Valuation Accounts(a)
2004
2003
(In millions)
Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 2.6
LIFO reserves ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $21.7
Other inventory reserves ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $21.2
Aircraft product liability reserves(b) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $27.4
Workers' compensation and general liability reserves(b) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 6.3
Warranty reserve ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 6.9
Environmental reserves(b) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 3.5
Other accrued liability reserves(b) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 3.9
$ 2.4
$21.1
$14.2
$13.0
$ 4.5
$ 6.0
$ 2.0
$ 3.2
(a) This table should be read in conjunction with the Notes to Consolidated Financial Statements.
(b) Includes both long-term and short-term reserves.
Critical Accounting Policies
Our critical accounting policies are those that are reÖective of signiÑcant judgments and uncertainties,
and may potentially result in materially diÅerent results under diÅerent assumptions and conditions. We
have identiÑed the following as critical accounting policies: revenue recognition; impairment of long-lived
assets; income taxes; inventories and related allowance for obsolete and excess inventory; aircraft product
liability reserve, accounting for pension plans and accounting for business combinations. For additional
discussion of the application of these and other accounting policies, see Note 2 of the Notes to
Consolidated Financial Statements.
Revenue Recognition
Commercial sales and revenue from U.S. Government Ñxed-price-type contracts are generally
recorded as shipments are made or as services are rendered. Occasionally, for certain Ñxed-price type
contracts that require substantial performance over a long time period (one or more years) before
shipments begin, in accordance with the requirements of Statement of Position 81-1 ""Accounting for
Performance of Construction-Type and Certain Production-Type Contracts'', revenues may be recorded
based upon attainment of scheduled performance milestones which could be time, event or expense driven.
In these few instances, invoices are submitted to the customer under a contractual agreement and
payments are made by the customer. Sales under cost-reimbursement contracts are recorded as costs are
46
incurred and fees are earned. Since certain contracts extend over a long period of time, all revisions in cost
and funding estimates during the progress of work have the eÅect of adjusting the current period earnings
on a cumulative catch-up basis. If the current contract estimate indicates a loss, a provision is made for
the total anticipated loss.
The Company follows the requirements of Securities and Exchange Commission StaÅ Accounting
Bulletin No. 101 and No. 104 on revenue recognition.
Some of the Company's products are subject to speciÑed warranties and the Company provides for
the estimated cost of product warranties. We regularly assess the adequacy of our preexisting warranty
liabilities and adjust amounts as necessary based on a review of historic warranty experience with respect
to the applicable business or products, as well as the length and actual terms of the warranties. The
product warranty reserve is included in current accrued liabilities on the balance sheet. Changes in the
Company's product warranty reserve are as follows (in millions):
Balance at beginning of yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accruals for product warranties charged to expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cost of product warranty claims ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Acquisitions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2004
2003
$ 6.0
3.5
(3.4)
0.8
$ 5.2
3.5
(3.9)
1.2
Balance at year-end ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 6.9
$ 6.0
Impairments of Long-Lived Assets
We monitor the recoverability of the carrying value of our long-lived assets. An impairment charge is
recognized when events and circumstances indicate that the undiscounted cash Öows expected to be
generated by an asset (including any proceeds from dispositions) are less than the carrying value of the
asset and the asset's carrying value is less than its fair value. Our cash Öow estimates are based on
historical results adjusted to reÖect our best estimate of future market and operating conditions. The net
carrying value of assets not recoverable is reduced to fair value. Our estimates of fair value represent our
best estimate based on industry trends and reference to market rates and transactions. In 2002, we
determined that the carrying amounts of certain of our long-lived assets were no longer recoverable based
on estimates of future operating cash Öows to be generated by these assets. As a result, in 2002, we
recorded a $0.8 million write-down of certain optoelectronic equipment and a $0.5 million charge related
to the partial write-down of the Company's $2.8 million cost-based investment in a private company
engaged in manufacturing and development of micro optics and microelectromechanical devices. In 2003,
we wrote-oÅ the remaining $2.3 million of this investment.
Accounting for Income Taxes
As part of the process of preparing our consolidated Ñnancial statements, we are required to estimate
our income taxes in each of the jurisdictions in which we operate. This process involves estimating our
actual current tax exposure together with assessing temporary diÅerences resulting from diÅering treatment
of items for tax and accounting purposes. These diÅerences result in deferred tax assets and liabilities,
which are included within our consolidated balance sheet. We assess the likelihood that our deferred tax
assets will be recovered from future taxable income, recognizing that future taxable income may give rise
to new deferred tax assets. To the extent that we believe that future recovery is not likely, we must
establish a valuation allowance. To the extent we establish or increase a valuation allowance, we must
include an expense within the tax provision in the income statement.
SigniÑcant management judgment is required in determining our provision for income taxes, our
deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.
A valuation allowance of $3.3 million exists as of January 2, 2005. In the event that actual results diÅer
47
from these estimates, or we adjust these estimates in future periods, we may need to adjust the valuation
allowance, which could impact our Ñnancial position and results of operations.
Provisions for income taxes for 2004, 2003 and 2002 are subject to audit by the Internal Revenue
Service and the tax authorities in the various jurisdictions in which we do business.
Inventories and Related Allowance for Obsolete and Excess Inventory
Inventories are valued at the lower of cost (last-in, Ñrst-out; Ñrst-in, Ñrst-out; and average cost
methods) or market, less progress payments. We primarily use the last-in, Ñrst-out method of inventory
accounting that reÖects current costs in the costs of products sold. Costs include direct material, direct
labor, applicable manufacturing and engineering overhead, and other direct costs. Inventories have been
reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on
management's review of inventories on hand compared to assumptions about future demand and market
conditions. If actual future demand or market conditions are more or less favorable than those currently
projected by management, adjustments may be required. In 2003, we recorded a $0.9 million fourth
quarter write-down on slow moving test equipment inventory in our Electronics and Communication
segment. Total inventories at cost were net of reserves for excess, slow moving and obsolete inventory of
$21.2 million and $14.2 million at January 2, 2005 and December 28, 2003, respectively. The increase
from 2003 is primarily attributable to reserve balances acquired as part of acquisitions made in 2004.
Aircraft Product Liability Reserve
We are currently involved in certain legal proceedings related to aircraft product liability claims. We
have accrued an estimate of the probable costs for the resolution of these claims. This estimate has been
developed in consultation with our insurers, outside counsel handling our defense in these matters and
historical experience, and is based upon an analysis of potential results, assuming a combination of
litigation and settlement strategies. We do not believe these proceedings will have a material adverse eÅect
on our consolidated Ñnancial position. It is possible, however, that future results of operations for any
particular quarterly or annual period could be materially aÅected by speciÑc events occurring in the period,
changes in our assumptions, or the eÅectiveness of our strategies, related to these proceedings. The
Company has aircraft and product liability insurance. However, based on a review of claims experience,
changes to the claims management process and an analysis of available options, the Company, in 2004,
increased its annual self-insurance retention for general aviation aircraft liabilities incurred in connection
with products manufactured by Teledyne Continental Motors to $25.0 million from $15.0 million, and as a
result lowered its annual insurance premium. We cannot assure that, for 2005 and in future years, our
ability to obtain insurance, or the premiums for such insurance, or the amount of our self-insured retention
or reserves will not be negatively impacted by our experience in prior years or other factors. Our current
aircraft product liability insurance policy expires May 2005.
Accounting for Pension Plans
Teledyne has a deÑned beneÑt pension plan covering most of its employees. The Company accounts
for its deÑned beneÑt pension plan in accordance with SFAS No. 87 Ì ""Employers' Accounting for
Pensions,'' which requires that amounts recognized in Ñnancial statements be determined on an actuarial
basis, rather than as contributions are made to the plan. A signiÑcant element in determining the
Company's pension income or expense in accordance with SFAS No. 87 is the expected return on plan
assets. The Company has assumed, based upon the types of securities the plan assets are invested in and
the long-term historical returns of these investments, that the long-term expected return on pension assets
will be 8.5% in 2005, compared with 8.5% in 2004, and its assumed discount rate will be 6.25% in 2005,
compared with 6.5% in 2004. The Company made an after-tax contribution of $1.9 million to its pension
plan in 2004, and anticipates making an after-tax cash contribution of approximately $9.0 million to its
pension plan in 2005. The assumed long-term rate of return on assets is applied to the market-related
value of plan assets at the end of the previous year. This produces the expected return on plan assets that
is included in annual pension income or expense for the current year. The cumulative diÅerence between
48
this expected return and the actual return on plan assets is deferred and amortized into pension income or
expense over future periods. As noted earlier, since the value of the Company's pension assets were less
than the accumulated pension beneÑt obligation, in accordance with the requirements of SFAS No. 87,
the Company has a $22.7 million non-cash reduction to stockholders' equity, a long-term intangible asset
of $7.2 million and an additional long-term pension liability of $44.3 million at year-end 2004. The
adjustment to equity did not aÅect net income and is net of deferred taxes of $14.4 million. The charge
will be reversed should the value of the pension assets exceed the accumulated pension beneÑt obligation
as of a future measurement date. See Note 13 of the Notes to Consolidated Financial Statements for
additional pension disclosures.
Accounting for Business Combinations
The Company accounts for goodwill and purchased intangible assets under Statement of Financial
Accounting Standards (""SFAS'') No. 141 ""Business Combinations'' and SFAS No. 142 ""Goodwill and
Other Intangible Assets''. Business acquisitions are accounted for under the purchase method by assigning
the purchase price to tangible and intangible assets acquired and liabilities assumed. Assets acquired and
liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts
assigned is recorded as goodwill. Purchased intangible assets with Ñnite lives are amortized over their
estimated useful lives. Goodwill and intangible assets with indeÑnite lives are not amortized, but reviewed
at least annually for impairment. The Company performs an annual impairment review in the fourth
quarter by comparing the fair value of the reporting units, which are our four business segments, to their
carrying values. Fair values are estimated using discounted cash Öow methodologies that are based on
projections of the amounts and timing of future revenues and cash Öows. Based on the annual impairment
review completed in the fourth quarter of 2004, no impairment of goodwill or intangible assets with
indeÑnite lives was indicated. In all acquisitions, the results are included in the Company's consolidated
Ñnancial statements from the date of each respective acquisition.
Recent Accounting Pronouncements
SFAS No. 123R
In December 2004, the Financial Accounting Standards Board (""FASB'') issued SFAS No. 123R,
""Share Based Payment'' (""SFAS No. 123R'') that will require compensation costs related to share-based
payment transactions to be recognized in the Ñnancial statements. With limited exceptions, the amount of
compensation costs will be measured based on the grant date Ì fair value of the equity or liability
instrument issued. Compensation cost will be recognized over the period that an employee provides service
in exchange for the award. SFAS No. 123R replaces SFAS No. 123, ""Accounting for Stock-Based
Compensation'' and supersedes SFAS No. 25, ""Accounting for Stock Issued to Employees.'' Beginning
with the third quarter of 2005, Teledyne plans to recognize compensation expense in accordance with
FASB No. 123R. The adoption of this standard for the expensing of stock options is expected to reduce
pretax earnings by $2.2 million in the second half of 2005.
SFAS No. 151
In November 2004, the FASB issued SFAS No 151, ""Inventory Costs Ì an amendment of ARB
No. 43 Chapter 4'' (""SFAS No. 151''). SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4,
""Inventory Pricing,'' to clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). SFAS No. 151 requires that those items be recognized as
current-period charges. SFAS No. 151 is eÅective for Ñrst Ñscal years beginning after June 15, 2005. The
adoption of SFAS No. 151 is not expected to have any impact on the Company.
SFAS No. 132
In December 2003, the FASB issued SFAS No 132, ""Employers' Disclosures about Pensions and
Other Postretirement BeneÑts'' (""SFAS No. 132''). SFAS No. 132 requires additional information
49
regarding the types of plan assets, investment strategy, measurement date, plan obligations, cash Öows and
components of net periodic beneÑt cost recognized during interim periods as is eÅective immediately upon
issuance. The Company has included the required disclosures in Note 13 to the Notes to Consolidated
Financial Statements.
SFAS No. 150
In May 2003, the FASB issued SFAS No. 150, ""Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity'' (""SFAS No. 150''). This Statement establishes standards
for classifying and measuring as liabilities certain Ñnancial instruments that embody obligations of the
issuer and have characteristics of both liabilities and equity. It represents a signiÑcant change in practice in
the accounting for a number of Ñnancial instruments, including mandatorily redeemable equity instruments
and certain equity derivatives that frequently are used in connection with share repurchase programs.
SFAS No. 150 must be applied immediately to instruments entered into or modiÑed after May 31, 2003
and to all other instruments that exist as of the beginning of the Ñrst interim Ñnancial reporting period
beginning after June 15, 2003, except for noncontrolling interests of a limited-life subsidiary which has
been deferred indeÑnitely. As Teledyne currently has no Ñnancial instruments that would be subject to
SFAS No. 150, the adoption had no impact on the Company.
SFAS No. 149
In April 2003, the FASB issued SFAS No. 149, ""Amendment of Statement 133 on Derivative
Instruments and Hedging Activities'' (""SFAS No. 149''). SFAS No. 149 amends and clariÑes accounting
for derivative instruments, including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133. SFAS No. 149 clariÑes under what circumstances a contract with
an initial net investment meets the characteristics of a derivative and when a derivative contains a
Ñnancing component that warrants special reporting in the statement of cash Öows. SFAS No. 149 is
generally eÅective for contracts entered into or modiÑed after June 30, 2003, and had no impact on
Teledyne's Ñnancial position or results of operations.
FIN 46
In January 2003, the FASB issued Interpretation No. 46, ""Consolidation of Variable Interest
Entities'' (""FIN 46''). FIN 46 requires companies to evaluate variable interest entities to determine
whether to apply the consolidation provisions of FIN 46 to those entities. Companies must apply FIN 46
to entities created after January 31, 2003, and to variable interest entities in which a company obtains an
interest after that date. In October 2003, the FASB deferred the eÅective date to the Ñrst Ñscal year or
interim period ending after December 15, 2003, to variable interest entities in which a company holds a
variable interest that is acquired before February 1, 2003. Teledyne's adoption of FIN 46 had no impact
on the Company's consolidated results of operations or Ñnancial position.
SFAS No. 143
In June 2001, the FASB issued SFAS No. 143, ""Accounting for Asset Retirement Obligations,''
which addresses Ñnancial accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs (""SFAS No. 143''). Teledyne' initial
adoption of SFAS No. 143, eÅective January 1, 2003, did not have a material eÅect on its Ñnancial
position or results of operations.
Outlook
Based on its current outlook, the Company's management believes that Ñrst quarter 2005 earnings per
share will be in the range of approximately $0.37 to $0.40. The full-year 2005 earnings per share outlook is
expected to be in the range of approximately $1.35 to $1.43. The Company's estimated eÅective income
tax rate for 2005 is 39.6%.
50
The Company's 2005 outlook reÖects anticipated sales growth in defense electronics and instrumenta-
tion businesses, primarily due to the full-year eÅect of the Company's acquisitions completed in 2004.
Organic sales growth of electronic instruments is expected to be oÅset by a substantial reduction in sales of
geophysical sensors for the energy exploration market. The Company's management expects revenue in its
Systems Engineering segment to peak in the Ñrst quarter of 2005, due in part to favorable timing on
certain chemical weapons demilitarization programs and the Company's systems engineering and technical
assistance contract with the U.S. Army. In addition, revenues in the Company's Energy Systems segment
and its military turbine engine business are expected to be lower in the second half of 2005 compared with
the second half of 2004.
The full year 2005 earnings outlook includes approximately $6.0 million or $0.11 per share in pension
expense after recovery of allowable pension costs from our government contracts. Full year 2004 earnings
included $8.7 million or $0.16 per share in gross pension expense, or $8.2 million or $0.15 per share in net
pension expense after recovery of allowable pension costs from our government contracts. The decrease in
pension expense reÖects, in part, the ability to recover pension cost from the government in 2005, partially
oÅset by increased pension liability due to a reduction in the discount rate assumption for the Company's
deÑned beneÑt plan. The Company's assumed discount rate is 6.25% in 2005, compared with 6.5% in 2004.
Beginning with the third quarter of 2005, the Company plans to recognize compensation expense in
accordance with SFAS No. 123 (revised 2004). The adoption of this standard for the expensing of stock
options is expected to reduce earnings per share by approximately $0.05 in the second half of 2005.
EARNINGS PER SHARE SUMMARY
(Diluted earnings per common share from continuing operations)
Earnings per share (excluding net pension expense,
income tax beneÑt and stock option expense)ÏÏÏ
Net pension expense after recovery from certain
government contracts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Earnings per share (excluding income tax beneÑt
2005 Full Year
Outlook
Low
High
2004 Results
Actual
2003 Results
Actual
$ 1.51
$ 1.59
$ 1.39
$ 0.97
(0.11)
(0.11)
(0.15)
(0.13)
and stock option expense) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income tax beneÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock option expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.40
Ì
(0.05)
1.48
Ì
(0.05)
1.24
Ì
Ì
0.84
0.07
Ì
Earnings per share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 1.35
$ 1.43
$ 1.24
$ 0.91
Safe Harbor Cautionary Statement Regarding Outlook and Other Forward Looking Data
This Management's Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements as deÑned in the Private Securities Litigation Reform Act of 1995,
relating to earnings, growth opportunities, capital expenditures, pension matters, stock option expense and
strategic plans. All statements made in this Management's Discussion and Analysis of Financial Condition
and Results of Operations that are not historical in nature should be considered forward-looking. Actual
results could diÅer materially from these forward-looking statements. Many factors, including funding,
continuation, timing and award of government programs, changes in demand for products sold to the
semiconductor, communications, commercial aviation and energy exploration markets, changes in insurance
expense, customers' acceptance of piston engine 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 Öuctuations aÅect the value of the Company's pension assets.
51
Global responses to terrorism and other perceived threats increase uncertainties associated with
forward-looking statements about our businesses. Various responses to terrorism and perceived threats
could realign government programs, and aÅect the composition, funding or timing of our programs. 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 eÅective, there are inherent limitations in all control systems, and misstatements due to
error or fraud may occur and not be detected.
While Teledyne's 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 acquisition of the defense electronics business of Celeritek, Inc., Reynolds Industries, Incorporated
and Isco, Inc., involve various inherent risks, such as, among others, our ability to integrate acquired
businesses and to achieve identiÑed Ñnancial and operating synergies.
Additional information concerning factors that could cause actual results to diÅer materially from
those projected in the forward-looking statements is contained beginning on page 15 of this Form 10-K
under the caption ""Risk Factors; Cautionary Statements as to Forward-Looking Statements.'' Forward-
looking statements are generally accompanied by words such as ""estimate'', ""project'', ""predict'',
""believes'' or ""expect'', that convey the uncertainty of future events or outcomes. We assume no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information or
otherwise.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information required by this item is included in this Report at page 44 under the caption ""Other
Matters Ì Hedging Activities; Market Risk Disclosures'' of ""Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations.''
Item 8. Financial Statements and Supplementary Data.
The information required by this item is included in this Report at pages 57 through 91. See the
""Index to Financial Statements and Related Information'' at page 56.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls
Teledyne's disclosure controls and procedures are designed to ensure that information required to be
disclosed in reports that it Ñles or submits, under the Securities Exchange Act of 1934, was recorded,
processed, summarized and reported within the time periods speciÑed in the rules and forms of the
Securities and Exchange Commission. The Company's management, with the participation of its
Chairman, President and Chief Executive OÇcer and Vice President and Chief Financial OÇcer, have
evaluated the eÅectiveness, as of January 2, 2005, of the Company's ""disclosure controls and procedures,''
as that term is deÑned in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended
(""the Exchange Act''). Based upon that evaluation, our Chief Executive OÇcer and our Chief Financial
OÇcer concluded that the disclosure controls and procedures as of January 2, 2005, were eÅective to
provide a reasonable assurance that information required to be disclosed by the Company in the reports
Ñled or submitted by it under the Exchange Act is recorded, processed, summarized and reported within
the time periods speciÑed in the SEC's rules and forms, and to provide reasonable assurance that
information required to be disclosed by the Company in such reports is accumulated and communicated to
52
the Company's management, including its principal executive oÇcer and principal Ñnancial oÇcer, as
appropriate to allow timely decisions regarding required disclosure.
Internal Control
See Management Statement on page 57 for management's annual report on internal control over
Ñnancial reporting. See Report of Independent Registered Public Accounting Firm on page 58 for Ernst &
Young LLP's attestation report on management's assessment of internal control over Ñnancial reporting.
There was no change in the Company's ""internal control over Ñnancial reporting'' (as such term is
deÑned in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended January 2,
2005, that has materially aÅected, or is reasonably likely to materially eÅect, the Company's internal
control over Ñnancial reporting.
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 OÇcer
Ivars R. Blukis, Chief Business Risk Assurance OÇcer (Internal Audit)
Susan L. Main, Vice President and Controller
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
Jason VanWees, Director of Corporate Development and Investor Relations
Among its tasks, the Sarbanes-Oxley Disclosure Committee discusses and reviews disclosure issues to
help the Company fulÑll 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. Our toll-free Corporate Ethics Help Line
(1-877-666-6968) continues to be an alternative means to communicate concerns to the Company's
management.
Item 9B. Other Information.
None.
PART III
Item 10. Directors and Executive OÇcers of the Registrant.
In addition to the information set forth under the caption ""Executive Management'' beginning at
page 11 in Part I of this Report, the information concerning the directors of Teledyne required by this
item is set forth in the 2005 Proxy Statement under the caption ""Item 1 on Proxy Card Ì Election of
Directors'' and is incorporated herein by reference. The information set forth in the Proxy Statement under
the captions ""Board Composition and Practices,'' ""Corporate Governance,'' ""Committees of Our Board of
Directors Ì Audit Committee'' and ""Stock Ownership Ì Sections 16(a) BeneÑcial Ownership Reporting
Compliance'' is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item is set forth in the 2005 Proxy Statement under the captions
""Directors Compensation'', ""Executive Compensation'' and ""Compensation Committee Interlocks and
53
Insider Participation'' and is incorporated herein by reference. Teledyne does not incorporate by reference
in this Form 10-K either the ""2004 Report on Executive Compensation'' or the ""Cumulative Total
Stockholder Return'' section of the 2005 Proxy Statement.
Item 12. Security Ownership of Certain BeneÑcial Owners and Management and Related Stockholder
Matters.
The information required by this item is set forth in the 2005 Proxy Statement under the caption
""Stock Ownership Information'' and is incorporated herein by reference.
Equity Compensation Plans Information
The following table summarizes information with respect to equity compensation plans as of
December 31, 2004:
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of Options,
Warrants or Rights
(b)
Plan Category
Equity compensation plans approved
by security holders:
1999 Incentive Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2002 Stock Incentive Plan ÏÏÏÏÏÏÏÏÏÏ
Non-Employee Director Stock
Compensation Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Employee Stock Purchase Plan(4) ÏÏÏ
Equity compensation plans not
approved by security holders ÏÏÏÏÏÏÏ
2,343,050(1)
911,404(3)
228,012
Ì
Ì
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3,482,466
$14.35
$16.39
$14.01
Ì
Ì
$14.86
Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
®excluding securities
reÖected in
column (a)©
(c)
501,117(2)
1,044,990
135,437
1,000,000
Ì
2,681,544
(1) The amount does not include 42,384 shares of our Common Stock issued with respect to the third
and Ñnal installment under our Performance Share Plan for the 2000-2002 performance cycle.
(2) The 1999 Incentive Plan, as amended, contains a ""capped'' evergreen provision. It provides that if the
number of issued and outstanding shares of our Common Stock is increased after January 26, 2000,
the total number of shares available for issuance under this plan will be increased by 10%, up to an
additional 2,500,000 shares. As a result of Teledyne's public oÅering completed in the third quarter of
2000, 460,500 additional shares were made available for issuance under the 1999 Incentive Plan.
Hence, an additional 2,039,500 shares could become available for issuance under this Plan depending
on Teledyne' issued and outstanding shares of Common Stock after January 26, 2000 (after
considering that, as a result of our 2000 public oÅering, 460,500 shares have already been registered
and listed with respect to the Plan under this evergreen provision).
(3) The amount does not include up to 306,237 shares of our Common Stock potentially issuable (at
maximum payout) under our Performance Share Plan for the 2003-2005 performance cycle.
(4) Teledyne maintains an Employee Stock Purchase Plan (commonly known as The Stock Advantage
Plan) for eligible employees. It enables employees to invest in our Common Stock through automatic,
after-tax payroll deductions, within speciÑed limits. Teledyne adds a 25% matching company
contribution up to $1,200 annually. The Company's contribution is currently paid in cash and the Plan
Administrator purchases shares in the open market.
54
Item 13. Certain Relationships and Related Transactions.
The information required by this item is set forth in the 2005 Proxy Statement under the caption
""Certain Transactions'' and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item is set forth in the 2005 Proxy Statement under the captions
""Fees Billed by Independent Auditors'' and ""Audit Committee Pre-Approval Policy'' under ""Item 2 on
the Proxy Card Ì RatiÑcation of Appointment of Independent Auditor'' and is incorporated herein by
reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Exhibits and Financial Statement Schedules:
(1) Financial Statements
See the ""Index to Financial Statements and Related Information'' at page 55 of this Report,
which is incorporated herein by reference.
(2) Financial Statement Schedules
See Schedule II captioned ""Valuation and Qualifying Accounts'' at page 90 of this Report,
which is incorporated herein by reference.
(3) Exhibits
A list of exhibits Ñled with this Form 10-K or incorporated by reference is found in the
Exhibit Index immediately following the certiÑcations of this Report and incorporated herein by
reference.
(b) Exhibits:
See Item 15(a)(3) above.
(c) Financial Schedules:
See Item 15(a)(2) above.
55
INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION
Financial Statements and Related Information:
Management Statement ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Report of Independent Registered Public Accounting Firm ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Consolidated Statements of Income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Consolidated Balance Sheets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Consolidated Statements of Stockholders' Equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Consolidated Statements of Cash FlowsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Notes to Consolidated Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Financial Statement Schedule:
Page
57
58
60
61
62
63
64
65
Schedule II Ì Valuation and Qualifying Accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
91
56
MANAGEMENT STATEMENT
RESPONSIBILITY FOR PREPARATION OF THE FINANCIAL STATEMENTS AND
ESTABLISHING AND MAINTAINING ADEQUATE INTERNAL CONTROL OVER
FINANCIAL REPORTING
We are responsible for the preparation of the Ñnancial statements included in this Annual Report. The
Ñnancial statements were prepared in accordance with accounting principles generally accepted in the
United States of America and include amounts that are based on the best estimates and judgments of
management. The other Ñnancial information contained in this Annual Report is consistent with the
Ñnancial statements.
Our internal control system is designed to provide reasonable assurance concerning the reliability of
the Ñnancial data used in the preparation of Teledyne's Ñnancial statements, as well as to safeguard the
Company's assets from unauthorized use or disposition.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be eÅective can provide only reasonable assurance with respect to Ñnancial
statement presentation.
REPORT OF MANAGEMENT ON TELEDYNE TECHNOLOGIES INCORPORATED'S
INTERNAL CONTROL OVER FINANCIAL REPORTING
We are also responsible for establishing and maintaining adequate internal control over Ñnancial
reporting. We conducted an evaluation of the eÅectiveness of the Company's internal control over Ñnancial
reporting as of January 2, 2005. In making this evaluation, we used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Ì Integrated
Framework. Our evaluation included reviewing the documentation of our controls, evaluating the design
eÅectiveness of our controls and testing their operating eÅectiveness. Our evaluation did not include
assessing the eÅectiveness of internal control over Ñnancial reporting at the recent Leeman, Isco, Reynolds
and Celeritek acquisitions, which are included in the 2004 consolidated Ñnancial statements of the
Company and constituted: $195.0 million and $172.6 million of total and net assets, respectively, as of
January 2, 2005 and: $70.2 million and $4.9 million of total revenues and net income, respectively, for the
year then ended. We did not assess the eÅectiveness of internal control over Ñnancial reporting at these
newly acquired entities due to the insuÇcient time between the dates acquired and year-end and the
complexity associated with assessing internal controls during integration eÅorts, thus making the process
impractical. Based on this evaluation we believe that, as of January 2, 2005, the Company's internal
controls over Ñnancial reporting were eÅective.
Ernst and Young LLP, an independent registered public accounting Ñrm, has issued their report on
our evaluation of Teledyne's internal control over Ñnancial reporting. Their report appears on page 58 of
this Annual Report.
Date: February 18, 2005
Date: February 18, 2005
/s/ ROBERT MEHRABIAN
Robert Mehrabian
Chairman, President and Chief Executive OÇcer
/s/ DALE A. SCHNITTJER
Dale A. Schnittjer
Vice President and Chief Financial OÇcer
57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
Teledyne Technologies Incorporated
We have audited management's assessment, included in the accompanying Report of Management on
Teledyne Technologies Incorporated's Internal Control Over Financial Reporting, that Teledyne Technolo-
gies Incorporated maintained eÅective internal control over Ñnancial reporting as of January 2, 2005, based
on criteria established in Internal Control Ì Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Teledyne Technologies Incorporated's
management is responsible for maintaining eÅective internal control over Ñnancial reporting and for its
assessment of the eÅectiveness of internal control over Ñnancial reporting. Our responsibility is to express
an opinion on management's assessment and an opinion on the eÅectiveness of the company's internal
control over Ñnancial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether eÅective internal control over Ñnancial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over Ñnancial
reporting, evaluating management's assessment, testing and evaluating the design and operating
eÅectiveness of internal control, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over Ñnancial reporting is a process designed to provide reasonable
assurance regarding the reliability of Ñnancial reporting and the preparation of Ñnancial statements for
external purposes in accordance with generally accepted accounting principles. A company's internal
control over Ñnancial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reÖect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of Ñnancial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a
material eÅect on the Ñnancial statements.
Because of its inherent limitations, internal control over Ñnancial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of eÅectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
As indicated in the accompanying Report of Management on Teledyne Technologies Incorporated's
Internal Control Over Financial Reporting, management's assessment of and conclusion on the
eÅectiveness of internal control over Ñnancial reporting did not include the internal controls of the recent
Leeman, Isco, Reynolds and Celeritek acquisitions which are included in the 2004 consolidated Ñnancial
statements of Teledyne Technologies Incorporated and constituted: $195.0 million and $172.6 million of
total and net assets, respectively, as of January 2, 2005 and: $70.2 million and $4.9 million of revenues and
net income, respectively, for the year then ended. Management did not assess the eÅectiveness of internal
control over Ñnancial reporting at these entities due to insuÇcient time between the dates acquired and
year-end and the determination that it was impractical to suÇciently address the complexities associated
with post-integration merger eÅorts to assess those controls. Our audit of internal control over Ñnancial
reporting of Teledyne Technologies Incorporated also did not include an evaluation of the internal control
over Ñnancial reporting of Leeman, Isco, Reynolds and Celeritek.
In our opinion, management's assessment that Teledyne Technologies Incorporated maintained
eÅective internal control over Ñnancial reporting as of January 2, 2005, is fairly stated, in all material
58
respects, based on the COSO criteria. Also, in our opinion, Teledyne Technologies, Incorporated
maintained, in all material respects, eÅective internal control over Ñnancial reporting as of January 2, 2005,
based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Teledyne Technologies Incorporated as of
January 2, 2005 and December 28, 2003, and the related consolidated statements of income, stockholders'
equity, and cash Öows for each of the three years in the period ended January 2, 2005 of Teledyne
Technologies Incorporated and our report dated February 18, 2005 expressed an unqualiÑed opinion
thereon. Our audits also included the Ñnancial statement schedule listed in the index at Item 15(a) and
our report dated February 18, 2005 expressed an unqualiÑed opinion thereon.
Los Angeles, California
February 18, 2005
59
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Teledyne Technologies Incorporated
We have audited the accompanying consolidated balance sheets of Teledyne Technologies
Incorporated as of January 2, 2005 and December 28, 2003, and the related consolidated statements of
income, stockholders' equity, and cash Öows for each of the three years in the period ended January 2,
2005. Our audits also included the Ñnancial statement schedule listed in the index at Item 15(a). These
Ñnancial statements and schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these Ñnancial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Ñnancial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the Ñnancial
statements. An audit also includes assessing the accounting principles used and signiÑcant estimates made
by management, as well as evaluating the overall Ñnancial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the Ñnancial statements referred to above present fairly, in all material respects, the
consolidated Ñnancial position of Teledyne Technologies Incorporated at January 2, 2005 and
December 28, 2003, and the consolidated results of its operations and its cash Öows for each of the three
years in the period ended January 2, 2005, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related Ñnancial statement schedule, when considered in relation to the
basic Ñnancial statements taken as a whole, presents fairly in all material respects the information set forth
therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the eÅectiveness of Teledyne Technologies Incorporated's internal control over
Ñnancial reporting as of January 2, 2005, based on criteria established in Internal Control Ì Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated February 18, 2005 expressed an unqualiÑed opinion thereon.
Los Angeles, California
February 18, 2005
60
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per-share amounts)
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Costs and expenses
Cost of sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Selling, general and administrative expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Restructuring and other chargesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total costs and expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income before other income and expense and income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest and debt expense, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other income (expense) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income before income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Provision for income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2004
2003
2002
$1,016.6
$840.7
$772.7
746.3
203.4
Ì
949.7
66.9
1.9
3.0
68.0
26.3
41.7
636.7
157.0
Ì
793.7
47.0
0.8
(1.6)
44.6
14.9
584.9
145.6
(0.7)
729.8
42.9
0.6
(0.2)
42.1
16.7
$ 29.7
$ 25.4
1.29
$ 0.92
$ 0.79
1.24
$ 0.91
$ 0.77
$
$
$
The accompanying notes are an integral part of these Ñnancial statements.
61
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
2004
2003
Assets
Cash and cash equivalents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 11.4
141.7
Accounts receivables, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
97.7
Inventories, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
26.8
Deferred income taxes, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
9.3
Prepaid expenses and other current assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total current assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Property, plant and equipment, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred income taxes, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Goodwill, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Acquired intangibles, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other assets, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
286.9
90.8
28.3
166.0
26.0
26.8
$ 37.8
121.3
63.6
22.7
7.1
252.5
76.0
19.7
56.2
5.4
23.8
Total Assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$624.8
$433.6
Liabilities and Stockholders' Equity
Accounts payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 62.3
97.0
Accrued liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.2
Current portion of long-term debt and capital lease ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 48.1
74.9
Ì
Total current liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Long-term debt and capital lease obligations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accrued pension obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accrued postretirement beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other long-term liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total Liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Commitments and Contingencies
Stockholders' Equity
162.5
74.4
46.7
24.2
54.9
362.7
123.0
Ì
25.6
25.6
38.4
212.6
Preferred stock, $0.01 par value; outstanding shares Ì none ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Common stock, $0.01 par value; authorized 125 million shares; Outstanding shares:
2004 Ì 32,912,362 and 2003 Ì 32,266,578 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Additional paid-in capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Retained earningsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accumulated other comprehensive lossÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Ì
Ì
0.3
142.8
141.3
(22.3)
0.3
132.4
99.6
(11.3)
Total Stockholders' Equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
262.1
221.0
Total Liabilities and Stockholders' Equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$624.8
$433.6
The accompanying notes are an integral part of these Ñnancial statements.
62
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions)
Balance, December 31, 2001ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other comprehensive income, net of tax:
Loss on marketable equity security ÏÏÏÏ
Foreign currency translation gain ÏÏÏÏÏÏ
Minimum pension liability adjustment
Comprehensive income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Exercise of stock options and other, net ÏÏ
Balance, December 30, 2002ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other comprehensive loss, net of tax:
Gain on marketable equity security ÏÏÏÏ
Foreign currency translation gains ÏÏÏÏÏ
Minimum pension liability adjustment
Comprehensive income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Exercise of stock options and other, net ÏÏ
Balance, December 29, 2003ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other comprehensive loss, net of tax:
Foreign currency translation lossesÏÏÏÏÏ
Minimum pension liability adjustment
Comprehensive income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Exercise of stock options and other, net ÏÏ
Common
Stock
$0.3
Ì
Additional
Paid-in
Capital
$128.0
Ì
Retained
Earnings
$ 44.5
25.4
Accumulated
Other
Comprehensive
Income
(Loss)
$
0.2
Ì
Total
Stockholders'
Equity
$173.0
25.4
Ì
Ì
Ì
Ì
0.3
Ì
Ì
Ì
Ì
Ì
Ì
0.3
Ì
Ì
Ì
Ì
Ì
Ì
Ì
Ì
1.8
129.8
Ì
Ì
Ì
Ì
Ì
2.6
132.4
Ì
Ì
Ì
Ì
10.4
Ì
Ì
25.4
Ì
69.9
29.7
Ì
Ì
Ì
29.7
Ì
99.6
41.7
Ì
Ì
41.7
Ì
(0.4)
0.2
(23.2)
(23.4)
Ì
(23.2)
Ì
0.3
0.2
11.4
11.9
Ì
(11.3)
Ì
(0.1)
(10.9)
(11.0)
Ì
(0.4)
0.2
(23.2)
2.0
1.8
176.8
29.7
0.3
0.2
11.4
41.6
2.6
221.0
41.7
(0.1)
(10.9)
30.7
10.4
Balance, January 2, 2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$0.3
$142.8
$141.3
$(22.3)
$262.1
The accompanying notes are an integral part of these Ñnancial statements.
63
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Operating activities
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
Adjustments to reconcile net income to net cash provided by operating
41.7
$ 29.7
$ 25.4
2004
2003
2002
activities:
Depreciation and amortization of assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Gains on sale of property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Disposal of Ñxed assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Changes in operating assets and liabilities, excluding the eÅect of
businesses acquired:
Decrease(increase) in accounts receivables ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Decrease (increase) in inventories ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Decrease (increase) in prepaid expenses and other assets ÏÏÏÏÏÏÏÏÏÏÏÏÏ
Decrease (increase) in long-term assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Increase (decrease) in accounts payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Increase in accrued liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Increase in current income taxes receivable, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Increase in other long-term liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Decrease in accrued postretirement beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Increase (decrease) in accrued pension obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other operating, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash provided by operating activities from continuing operations ÏÏ
Net cash from discontinued operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash provided by operating activities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
24.8
(10.2)
Ì
0.9
(1.2)
(11.9)
(1.8)
(3.5)
8.6
10.0
1.0
16.4
(1.4)
11.4
0.1
84.9
Ì
84.9
Investing activities
Purchases of property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Purchase of business and other investments, net of cash acquired ÏÏÏÏÏÏ
Proceeds from sale of marketable securities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other investing, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash used by investing activities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(18.8)
(187.8)
17.3
0.2
(189.1)
23.1
8.0
Ì
Ì
21.8
(15.1)
0.9
Ì
(7.0)
8.5
1.0
0.2
(10.5)
2.3
0.6
3.1
(1.2)
(1.9)
0.9
56.8
(0.1)
56.7
(20.2)
(19.9)
Ì
(0.2)
(40.3)
4.3
(8.0)
0.5
1.6
14.8
3.6
7.7
6.8
(2.2)
12.1
Ì
74.2
(0.9)
73.3
(15.4)
(22.9)
Ì
0.7
(37.6)
(30.0)
1.4
(28.6)
Financing activities
Net proceeds from (repayments of) long-term debtÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Proceeds from exercise of stock options and other, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net cash provided (used) by Ñnancing activities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
70.5
7.3
77.8
Ì
2.4
2.4
Increase (decrease) in cash and cash equivalents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cash and cash equivalents Ì beginning of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cash and cash equivalents Ì end of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(26.4)
37.8
11.4
$
18.8
19.0
$ 37.8
7.1
11.9
$ 19.0
The accompanying notes are an integral part of these Ñnancial statements.
64
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business
EÅective November 29, 1999 (the ""Distribution Date''), Teledyne Technologies Incorporated
(""Teledyne'' or the ""Company''), became an independent, public company as a result of the distribution
by Allegheny Teledyne Incorporated, now known as Allegheny Technologies Incorporated (""ATI''), of the
Company's Common Stock, $.01 par value per share, to holders of ATI Common Stock at a distribution
ratio of one for seven (the ""spin-oÅ''). The spin-oÅ has been treated as a tax-free distribution for federal
income tax purposes. The spin-oÅ included the transfer of certain of the businesses of ATI's Aerospace
and Electronics segment to the new corporation, immediately prior to the Distribution Date. ATI no longer
has a Ñnancial investment in Teledyne.
Teledyne is a leading provider of sophisticated electronic components, instruments and communica-
tions products, including defense electronics, data acquisition and communications equipment for airlines
and business aircraft, monitoring and control instruments for industrial and environmental applications and
components, and subsystems for wireless and satellite communications. We also provide systems
engineering solutions and information technology services for space, defense and industrial applications,
and manufacture general aviation and missile engines and components, as well as on-site gas and power
generation systems.
We serve niche market segments where performance, precision and reliability are critical. Our
customers include major industrial and communications companies, government agencies, aerospace prime
contractors and general aviation companies.
Teledyne consists of the operations of the Electronics and Communications segment with operations
in the United States, United Kingdom, Germany, Mexico and Canada; the Systems Engineering Solutions
segment with operations in the United States; the Aerospace Engines and Components segment with
operations in the United States; and the Energy Systems segment with operations in the United States.
On January 3, 2005, in an eÅort to streamline operations and reduce costs, the businesses principally
operating as Teledyne Microwave, located in Mountain View, California, and Teledyne Microwave
Electronic Components, located in Rancho Cordova, California, were consolidated into one legal entity,
Teledyne Wireless, Inc., a wholly-owned subsidiary of the Company. Teledyne Wireless, Inc. had been the
subsidiary that bought the defense electronics assets of each of Filtronic Solid State and Celeritek, Inc.
Teledyne Wireless, Inc. is part of the Electronics and Communications segment.
Note 2. Summary of SigniÑcant Accounting Policies
Principles of Consolidation
The consolidated Ñnancial statements of Teledyne include the accounts of the businesses as described
in Note 1. SigniÑcant intercompany accounts and transactions have been eliminated. Certain Ñnancial
statements, notes and supplementary data for prior years have been changed to conform to the 2004
presentation. Theses changes did not aÅect our reported results of operations or stockholders' equity.
Fiscal Year
The Company operates on a 52- or 53-week Ñscal year convention ending on the Sunday nearest to
December 31. Fiscal year 2004 was a 53-week Ñscal year and ended on January 2, 2005. Fiscal years 2003,
and 2002 were 52-week years and ended on December 28, 2003 and December 29, 2002, respectively.
References to the years 2004, 2003 and 2002 are intended to refer to the respective Ñscal year unless
otherwise noted.
65
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Estimates
The preparation of Ñnancial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that aÅect reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company
evaluates its estimates, including those related to product returns, allowance for doubtful accounts,
inventories, intangible assets, income taxes, warranty obligations, pension and other postretirement beneÑts,
long-term contracts, environmental, workers' compensation and general liability, aircraft product liability,
employee dental and medical beneÑts and other contingencies, and litigation. The Company bases its
estimates on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances at the time, the results of which form the basis for making its judgments. Actual
results may diÅer materially from these estimates under diÅerent assumptions or conditions. Management
believes that the estimates are reasonable.
Revenue Recognition
Commercial sales and revenue from U.S. Government Ñxed-price-type contracts generally are
recorded as shipments are made or as services are rendered. Occasionally, for certain Ñxed-price-type
contracts that require substantial performance over a long time period (one or more years) before
shipments begin, in accordance with the requirements of Statement of Position 81-1 ""Accounting for
Performance of Construction-Type and Certain Production-Type Contracts,'' revenues may be recorded
based upon attainment of scheduled performance milestones which could be time, event or expense driven.
In these few instances, invoices are submitted to the customer under a contractual agreement and
payments are made by the customer. Sales under cost-reimbursement contracts are recorded as costs are
incurred and fees are earned. Since certain contracts extend over a long period of time, all revisions in cost
and funding estimates during the progress of work have the eÅect of adjusting the current period earnings
on a cumulative catch-up basis. If the current contract estimate indicates a loss, provision is made for the
total anticipated loss.
The Company follows the requirements of Securities and Exchange Commission StaÅ Accounting
Bulletin No. 101 and No. 104 on revenue recognition.
Some of the Company's products are subject to speciÑed warranties and the Company provides for
the estimated cost of product warranties. The adequacy of the preexisting warranty liabilities is assessed
regularly and the reserve is adjusted as necessary based on a review of historic warranty experience with
respect to the applicable business or products, as well as the length and actual terms of the warranties.
The product warranty reserve is included in current accrued liabilities on the balance sheet. Changes in the
Company's product warranty reserve are as follows (in millions):
2004
2003
Balance at beginning of yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Accruals for product warranties charged to expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cost of product warranty claims ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Acquisitions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 6.0
3.5
(3.4)
0.8
$ 5.2
3.5
(3.9)
1.2
Balance at year-end ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 6.9
$ 6.0
Research and Development
Selling, general and administrative expenses include company-funded research and development and
bid and proposal costs which are expensed as incurred and were $32.6 million in 2004, $27.9 million in
2003, and $26.2 million in 2002. Costs related to customer-funded research and development contracts
66
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
were $230.7 million in 2004, $190.1 million in 2003, and $170.6 million in 2002 and are charged to costs
and expenses as the related sales are recorded. A portion of the costs incurred for company-funded
research and development is recoverable through overhead cost allocations on government contracts.
Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial Accounting
Standards (""SFAS'') No. 109, ""Accounting for Income Taxes.'' Under this method, deferred income tax
assets and liabilities are determined on the estimated future tax eÅects of diÅerences between the Ñnancial
reporting and tax basis of assets and liabilities given the application of enacted tax laws. Deferred income
tax provisions and beneÑts are based on changes to the asset or liability from year to year.
Net Income Per Common Share
Basic and diluted earnings per share were computed based on net earnings. The weighted average
number of common shares outstanding during the period was used in the calculation of basic earnings per
share. This number of shares was increased by contingent shares that could be issued under various
compensation plans as well as by the dilutive eÅect of stock options based on the treasury stock method in
the calculation of diluted earnings per share.
The following table sets forth the computations of basic and diluted earnings per share (amounts in
millions, except per-share data):
Basic earnings per share
2004
2003
2002
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $41.7
$29.7
$25.4
Weighted average common shares outstanding ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
32.4
32.2
32.2
Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1.29
$0.92
$0.79
Diluted earnings per share
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $41.7
$29.7
$25.4
Weighted average common shares outstanding ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Dilutive eÅect of contingently issuable shares ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Weighted average diluted common shares outstanding ÏÏÏÏÏÏÏÏÏ
32.4
1.3
33.7
32.2
0.5
32.7
32.2
0.7
32.9
Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1.24
$0.91
$0.77
Stock Incentive Plan
ATI sponsored an incentive plan that provided for ATI stock option awards to oÇcers and key
employees. In connection with the spin-oÅ, outstanding stock options held by Teledyne's employees that
participated in the plan prior to the spin-oÅ were converted into options to purchase Teledyne's Common
Stock.
The following disclosures are based on stock options held by Teledyne's employees and include the
stock options that have been converted from ATI options to Teledyne's options as noted above. Teledyne
accounts for its stock option plans in accordance with APB Opinion No. 25 Ì ""Accounting for Stock
Issued to Employees,'' (""APB Opinion No. 25'') and related Interpretations. Under APB Opinion No. 25,
no compensation expense is recognized because the exercise price of the Company's employee stock
options equals the market price of the underlying stock at the date of the grant. In December 2002, the
67
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Accounting Standards Board (""FASB'') issued SFAS No. 148, ""Accounting for Stock-Based
Compensation-Transition and Disclosure.'' SFAS No. 148 amends SFAS No. 123, ""Accounting for Stock-
based Compensation,'' (""SFAS No. 123'') and is eÅective immediately upon issuance. SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation as well as amending the disclosure requirements of
Statement No. 123 to require interim and annual disclosures about the method of accounting for stock
based compensation and the eÅect of the method used on reported results. The Company follows the
requirements of APB Opinion No. 25 and the disclosure only provision of SFAS No. 123, as amended by
SFAS No. 148.
As noted in the preceding paragraph, Teledyne accounts for its stock options under APB Opinion
No. 25. If compensation cost for these options had been determined under the SFAS No. 123 fair-value
method using the Black-Scholes option-pricing model, the impact on net income and earnings per share is
presented in the following table (amounts in millions, except per-share data):
Net income as reported ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock-based compensation under SFAS No. 123 fair-value method,
net of tax ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Fiscal Year
2003
2004
2002
$41.7
$29.7
$25.4
(3.7)
(4.8)
(5.4)
Adjusted net incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $38.0
$24.9
$20.0
Basic earnings per share
As reported ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1.29
As adjusted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1.17
Diluted earnings per share
As reported ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1.24
As adjusted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1.13
$0.92
$0.77
$0.91
$0.76
$0.79
$0.62
$0.77
$0.61
The following assumptions were used in this valuation:
Expected dividend yield ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Expected volatilityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Risk-free interest rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Expected lives ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Weighted-average fair value of options granted during the year ÏÏ
Accounts Receivable
2004
Ì
60.7%
4.0%
8.0
$12.89
For the year
2003
Ì
62.1%
4.0%
8.0
$9.12
2002
Ì
69.4%
5.0%
8.0
$10.64
Receivables are presented net of a reserve for doubtful accounts of $2.6 million at January 2, 2005
and $2.4 million at December 28, 2003. Expense recorded for the reserve for doubtful accounts was
$0.6 million, $0.2 million, and $0.6 million for 2004, 2003, and 2002, respectively. An allowance for
doubtful accounts is established for losses expected to be incurred on accounts receivable balances.
Judgment is required in estimation of the allowance and is based upon speciÑc identiÑcation, collection
history and creditworthiness of the debtor. The Company markets its products and services principally
throughout the United States, Europe, Japan and Canada to commercial customers and agencies of, and
prime contractors to, the U.S. Government. Trade credit is extended based upon evaluations of each
customer's ability to perform its obligations, which are updated periodically.
68
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash Equivalents
Cash equivalents consist of highly liquid money-market mutual funds and bank deposits with initial
maturities of three months or less. Cash equivalents totaled $3.9 million at January 2, 2005 and
$32.9 million at December 28, 2003.
Inventories
Inventories are stated at the lower of cost (last-in, Ñrst-out; Ñrst-in, Ñrst-out; and average cost
methods) or market, less progress payments. Costs include direct material, direct labor, applicable
manufacturing and engineering overhead, and other direct costs.
Property, Plant and Equipment
Property, plant and equipment is capitalized at cost. Property, plant and equipment are stated at cost
less accumulated depreciation and amortization. Depreciation and amortization are determined using a
combination of accelerated and straight-line methods over the estimated useful lives of the various asset
classes. Buildings are depreciated over periods not exceeding 45 years, equipment over 5 to 18 years,
computer hardware over 3 to 5 years and leasehold improvements over the shorter of their estimated
remaining lives or lease terms. SigniÑcant improvements are capitalized while maintenance and repairs are
charged to operations as incurred. Depreciation expense on plant and equipment was $23.4 million in 2004,
$22.9 million in 2003 and $21.8 million in 2002.
Goodwill and Acquired Intangible Assets
Teledyne's goodwill was $166.0 million at January 2, 2005 and $56.2 million at December 28, 2003.
Teledyne's acquired intangible assets were $26.0 million at January 2, 2005 and $5.4 million at
December 28, 2003. The increase in both goodwill and acquired intangibles in 2004 resulted from
acquisitions. In all acquisitions, the results are included in the Company's consolidated Ñnancial statements
from the date of each respective acquisition. The Company accounts for goodwill and purchased intangible
assets under SFAS No. 141 ""Business Combinations'' and SFAS No. 142 ""Goodwill and Other Intangible
Assets''. Business acquisitions are accounted for under the purchase method by assigning the purchase
price to tangible and intangible assets acquired and liabilities assumed. Assets acquired and liabilities
assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is
recorded as goodwill. Purchased intangible assets with Ñnite lives are amortized over their estimated useful
lives. Goodwill and intangible assets with indeÑnite lives are not amortized, but reviewed at least annually
for impairment. The Company performs an annual impairment review in the fourth quarter by comparing
the fair value of the reporting units, which are our four business segments, to their carrying values. Fair
values are estimated using discounted cash Öow methodologies that are based on projections of the
amounts and timing of future revenues and cash Öows. Based on the annual impairment review completed
in the fourth quarter of 2004, no impairment of goodwill or intangible assets with indeÑnite lives was
indicated. The allocation of the purchase price for the acquisition of Tekmar Company was completed as
of year-end 2003 and the allocation of the purchase price for the acquisition of AIS was completed in the
Ñrst quarter of 2004. The allocation of the purchase price for the Isco, Inc., Reynolds Industries,
Incorporated and the Filtronic Solid State and Leeman Labs asset acquisitions are complete as of year-end
2004. Each of the above acquisitions is part of the Electronics and Communications segment.
Approximately $36.4 million of goodwill recorded in 2004, is deductible for tax purposes. The Company is
in the process of speciÑcally identifying the amount to be assigned to intangible assets for the Celeritek
acquisition and has made preliminary estimates as of January 2, 2005, since there was insuÇcient time
between the acquisition date and the end of the quarter to Ñnalize the valuation. The preliminary amount
of goodwill recorded as of January 2, 2005 for the Celeritek acquisition, was $25.0 million. The preliminary
69
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
amount of intangible assets recorded as of January 2, 2005 for the Celeritek acquisition was $3.9 million.
These amounts were based on estimates that are subject to change pending the completion of the
Company's internal review and the receipt of third party appraisals.
The following table summarizes the total intangible assets acquired as part of the Ñve acquisitions
made in 2004 and the two acquisitions made in 2003 (dollars in millions):
Weighted
average
useful
life in
years
January 2, 2005
Intangibles not subject to amortization:
Goodwill ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Trademarks ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
TotalÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Intangibles subject to amortization:
Proprietary technology ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Customer list/relationships ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Patents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Non-compete agreementsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
BacklogÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total subject to amortization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$121.2
10.0
$131.2
$ 10.0
4.7
0.2
0.2
0.9
$ 16.0
n/a
n/a
9.7
6.4
14.9
5.0
1.1
6.2
Amortizable intangible assets are amortized on a straight line basis. The Company recorded
$1.4 million and $0.2 million in amortization expense in 2004 and 2003, respectively for acquired
intangible assets. The expected future amortization expense for the next Ñve years is as follows (in
millions): 2005-$2.4, 2006-$1.7, 2007-$1.6, 2008-$1.6, 2009-$1.5.
The following is a summary at the acquisition date of the estimated fair values of the assets acquired
and liabilities assumed for Ñve acquisitions made in 2004 (in millions):
Current assets, excluding cash acquired ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Property, plant and equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
GoodwillÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Intangible assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total assets acquired ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Current liabilities, including short-term debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Long-term debt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Long-term capital lease ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 50.4
19.7
110.1
20.6
19.5
220.3
28.2
0.5
3.8
Total liabilities assumed ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Purchase price, net of cash acquired ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
32.5
$187.8
Other Long-Lived Assets
The carrying value of long-lived assets is periodically evaluated in relation to the operating
performance and sum of undiscounted future cash Öows of the underlying businesses. An impairment loss
70
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
is recognized when the sum of expected undiscounted future net cash Öows is less than book value. In
2003, Teledyne recorded a $2.3 million charge for the write-down of the Company's remaining cost-based
investment in a private company engaged in manufacturing and development of micro optics and
microelectromechanical devices. In 2002, Teledyne recorded a $0.5 million charge for the partial write-
down of this investment. In 2002, Teledyne also recorded a $0.8 million write-down of certain
optoelectronic equipment.
Environmental
Costs that mitigate or prevent future environmental contamination or extend the life, increase the
capacity or improve the safety or eÇciency of property utilized in current operations are capitalized. Other
costs that relate to current operations or an existing condition caused by past operations are expensed.
Environmental liabilities are recorded when the Company's liability is probable and the costs are
reasonably estimable, but generally not later than the completion of the feasibility study or the Company's
recommendation of a remedy or commitment to an appropriate plan of action. The accruals are reviewed
periodically and, as investigations and remediations proceed, adjustments are made as necessary. Accruals
for losses from environmental remediation obligations do not consider the eÅects of inÖation, and
anticipated expenditures are not discounted to their present value. The accruals are not reduced by possible
recoveries from insurance carriers or other third parties, but do reÖect anticipated allocations among
potentially responsible parties at federal Superfund sites or similar state-managed sites and an assessment
of the likelihood that such parties will fulÑll their obligations at such sites. The measurement of
environmental liabilities by the Company is based on currently available facts, present laws and
regulations, and current technology. Such estimates take into consideration the Company's prior experience
in site investigation and remediation, the data concerning cleanup costs available from other companies
and regulatory authorities, and the professional judgment of the Company's environmental experts in
consultation with outside environmental specialists, when necessary.
Foreign Currency Translation
The Company's foreign entities' accounts are measured using local currency as the functional
currency. Assets and liabilities of these entities are translated at the exchange rate in eÅect at year-end.
Revenues and expenses are translated at average month end rates of exchange prevailing during the year.
Unrealized translation gains and losses arising from diÅerences in exchange rates from period to period are
included as a component of accumulated other comprehensive income in stockholders' equity. Most of the
Company's sales are denominated in U.S. dollars which mitigates the eÅect of exchange rate changes.
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123R, ""Share Based Payment'' (""SFAS No. 123R'')
that will require compensation costs related to share-based payment transactions to be recognized in the
Ñnancial statements. With limited exceptions, the amount of compensation costs will be measured based
on the grant date-fair value of the equity or liability instrument issued. Compensation cost will be
recognized over the period that an employee provides service in exchange for the award. SFAS No. 123R
replaces SFAS No. 123, Accounting for Stock-Based Compensation and supersedes SFAS No. 25,
Accounting for Stock Issued to Employees. Beginning with the third quarter of 2005, Teledyne plans to
recognize compensation expense in accordance with FASB No. 123R. The adoption of this standard for
the expensing of stock options is expected to reduce pretax earnings by $2.2 million in the second half of
2005.
SFAS No. 151. In November 2004, the FASB issued SFAS No 151, ""Inventory Costs-an
amendment of ARB No. 43 Chapter 4'' (""SFAS No. 151''). SFAS No. 151 amends the guidance in ARB
71
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
No. 43, Chapter 4, ""Inventory Pricing,'' to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 requires that those items
be recognized as current-period charges. SFAS No. 151 is eÅective for Ñrst Ñscal years beginning after
June 15, 2005. The adoption of SFAS No. 151 is not expected to have any impact on the Company.
SFAS No. 132.
In December 2003, the FASB issued SFAS No 132, ""Employers' Disclosures about
Pensions and Other Postretirement BeneÑts'' (""SFAS No. 132''). SFAS No. 132 requires additional
information regarding the types of plan assets, investment strategy, measurement date, plan obligations,
cash Öows and components of net periodic beneÑt cost recognized during interim periods as is eÅective
immediately upon issuance. The Company has included the required disclosures in Note 13 to the Notes
to Consolidated Financial Statements.
SFAS No. 150.
In May 2003, the FASB issued SFAS No. 150, ""Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity'' (""SFAS No. 150''). This Statement
establishes standards for classifying and measuring as liabilities certain Ñnancial instruments that embody
obligations of the issuer and have characteristics of both liabilities and equity. It represents a signiÑcant
change in practice in the accounting for a number of Ñnancial instruments, including mandatorily
redeemable equity instruments and certain equity derivatives that frequently are used in connection with
share repurchase programs. SFAS No. 150 must be applied immediately to instruments entered into or
modiÑed after May 31, 2003 and to all other instruments that exist as of the beginning of the Ñrst interim
Ñnancial reporting period beginning after June 15, 2003, except for noncontrolling interests of a limited-life
subsidiary which has been deferred indeÑnitely. As Teledyne currently has no Ñnancial instruments that
would be subject to SFAS No. 150, the adoption had no impact on the Company.
SFAS No. 149.
In April 2003, the FASB issued SFAS No. 149, ""Amendment of Statement 133 on
Derivative Instruments and Hedging Activities'' (""SFAS No. 149''). SFAS No. 149 amends and clariÑes
accounting for derivative instruments, including certain derivative instruments embedded in other contracts,
and for hedging activities under SFAS No. 133. SFAS No. 149 clariÑes under what circumstances a
contract with an initial net investment meets the characteristics of a derivative and when a derivative
contains a Ñnancing component that warrants special reporting in the statement of cash Öows. SFAS
No. 149 is generally eÅective for contracts entered into or modiÑed after June 30, 2003 and had no impact
on Teledyne's Ñnancial position or results of operations.
FIN 46.
In January 2003, the FASB issued Interpretation No. 46, ""Consolidation of Variable
Interest Entities'' (""FIN 46''). FIN 46 requires companies to evaluate variable interest entities to
determine whether to apply the consolidation provisions of FIN 46 to those entities. Companies must
apply FIN 46 to entities created after January 31, 2003, and to variable interest entities in which a
company obtains an interest after that date. In October 2003, the FASB deferred the eÅective date to the
Ñrst Ñscal year or interim period ending after December 15, 2003, to variable interest entities in which a
company holds a variable interest that is acquired before February 1, 2003. Teledyne's adoption of FIN 46
had no impact on the Company's consolidated results of operations or Ñnancial position.
SFAS No. 143.
In June 2001, the FASB issued SFAS No. 143 Ì ""Accounting for Asset Retirement
Obligations,'' which addresses Ñnancial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement costs. Teledyne's initial
adoption of SFAS No. 143, eÅective January 1, 2003, did not have a material eÅect on its Ñnancial
position or results of operations.
Hedging Activities
Teledyne has not utilized derivative Ñnancial instruments such as futures contracts, options and swaps,
forward exchange contracts or interest rate swaps and futures during 2004 or 2003.
72
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Supplemental Cash Flow Information
Teledyne's cash payments for federal, foreign and state income taxes were $30.2 million for 2004
which is net of refunds of $40 thousand. Teledyne's cash payments for federal, foreign and state income
taxes were $15.1 million for 2003 which is net of refunds of $2.2 million. Teledyne's cash payments for
federal, foreign and state income taxes were $13.5 million for 2002 which is net of refunds of $7.4 million.
Cash payments for interest and facility fees by Teledyne totaled approximately $1.2 million, $0.4 million
and $0.7 million for 2004, 2003 and 2002, respectively.
Comprehensive Income
Teledyne's comprehensive income consists of net income, the minimum pension liability adjustment,
changes in the value of marketable equity securities and foreign currency translation adjustments. The
minimum pension liability adjustment was recorded net of deferred taxes of $14.4 million, $7.6 million and
$15.2 million in 2004, 2003 and 2002, respectively. See Note 13 for a further discussion of the pension
adjustment. Teledyne's comprehensive income was $30.7 million, $41.6 million, and $2.0 million for the
years 2004, 2003 and 2002, respectively.
The year-end components of accumulated other comprehensive income (loss) are shown in the
following table (in millions):
Foreign currency translation gainsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
Gain (loss) on marketable equity securityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Minimum pension liability adjustment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.4
Ì
(22.7)
$
0.4
0.1
(11.8)
$
0.2
(0.2)
(23.2)
Accumulated other comprehensive income (loss) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $(22.3)
$(11.3)
$(23.2)
Balance at year-end
2003
2004
2002
Note 3. 2001 Restructuring, Asset Impairment and Other Charges
In 2001, the Company recorded a $26.4 million pretax charge of which $7.5 million was for asset
impairment, $8.8 million was for restructuring and other charges, $9.8 million was for inventory write-
downs and a $0.3 million pretax charge for discontinued operations.
During 2002, the Company completed the eÅorts related to the 2001 charge, recording actual
expenses of $26.3 million. At year-end 2002, the cumulative restructuring charges were $8.1 million,
$0.7 million lower than the 2001 year-end estimate, the cumulative charges to cost of sales related to
excess and obsolete inventory were $10.4 million, $0.6 million higher than the 2001 year-end-estimate,
with no change to either the asset impairment charge or the charge for discontinued operations. This
resulted in $0.2 million of income in the Electronics and Communications segment in 2002 and an
additional cost impact of $0.1 million in the Systems Engineering segment during 2002. No amounts
remain on the balance sheet related to the charge.
Note 4. Business Combinations and Discontinued Operation
On October 22, 2004, Teledyne, through its wholly owned subsidiary Teledyne Wireless, Inc.,
acquired the defense electronics business of Celeritek, Inc. (Celeritek) for $32.7 million in cash, which
includes the receipt of a $0.3 million purchase price adjustment. Celeritek's defense electronics business
designs and manufactures gallium arsenide-based radio frequency and microwave components and
subassemblies for electronic warfare, radar and other military applications. Teledyne relocated the business
from Santa Clara, California and consolidated it with Teledyne's operations in Mountain View, California.
73
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On July 2, 2004 Teledyne Investment, Inc., completed the acquisition of Reynolds Industries,
Incorporated (Reynolds), headquartered in Los Angeles, California, for total consideration of $41.2 million
which includes the payment of a purchase price adjustment and is net of cash acquired. Reynolds is a
supplier of specialized high voltage connectors and subassemblies for defense, aerospace and industrial
applications, as well as unique pilot helmet mounted display components and subsystems.
On June 18, 2004, Teledyne completed the acquisition of the stock of Isco, Inc. (Isco) for $16.00 per
share in cash or $93.8 million net of cash acquired. Teledyne sold $17.3 million of marketable securities
acquired as part of the Isco acquisition and applied the proceeds against debt. Isco, located in Lincoln,
Nebraska, is a producer of water quality monitoring products such as wastewater samplers and open
channel Öow meters. Isco's liquid chromatography customers include pharmaceutical laboratories involved
in drug discovery and development. Isco also manufactures chemical separation instruments for industrial
and research use.
Isco's results have been included since the date of the acquisition. The unaudited pro forma
information below assumes that Isco had been acquired at the beginning of each Ñscal year and includes
the eÅect of amortization of acquired identiÑable intangible assets as well as increased interest expense on
acquisition debt. Isco's historical Ñscal quarter end had been approximately three weeks after Teledyne's
Ñscal quarter end. Isco's historical results were pro-rated to reÖect the same number of days per period as
reported by Teledyne for the periods presented below. This pro forma Ñnancial information is presented for
informational purposes only and is not necessarily indicative of the results of operations that actually would
have resulted had the acquisition been in eÅect at the beginning of the respective periods. In addition, the
pro forma results are not intended to be a projection of future results and do not reÖect any operating
eÇciencies or cost savings that might be achievable. The following table contains the pro forma results for
the 2004 and 2003 Ñscal year.
2003
2004
(Unaudited Ì in
millions, except per
share amounts)
Net sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$1,050.6
43.8
$
1.35
$
1.30
$
$905.5
$ 30.9
$ 0.96
$ 0.95
On February 27, 2004, Teledyne Tekmar Company acquired assets of Leeman Labs, Inc. (Leeman
Labs), located in Hudson, New Hampshire, for $8.1 million in cash, which includes a payment of a
$0.1 million purchase price adjustment. Leeman Labs' product lines augment Teledyne's existing
laboratory and continuous monitoring instruments used in environmental applications.
On December 31, 2003, which is part of Teledyne's 2004 Ñscal year, Teledyne, through its wholly
owned subsidiary Teledyne Wireless, Inc. acquired certain assets of the Filtronic Solid State (Solid State)
business from Filtronic plc for $12.0 million in cash. Solid State designs and manufactures customized
microwave subassemblies for electronic warfare, radar and other military applications. The business, which
operates as Teledyne Microwave, was relocated from Santa Clara, California to Teledyne's operations in
Mountain View, California.
On June 27, 2003, Teledyne acquired from Spirent plc its Aviation Information Solutions businesses
(collectively ""AIS''), which include Spirent Systems Wichita, Inc., Spirent Systems Ì Aerospace
Solutions (Ottawa) Limited and assets of United Kingdom-based The Flight Data Company Limited, for
$6.4 million in cash, which is net of a purchase price adjustment. AIS designs and manufactures aerospace
data acquisition devices, networking products and Öight deck and cabin displays. The acquisition of AIS
74
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
provides Teledyne with advanced airborne Ñle servers, data analysis software and information displays that
are highly synergistic with Teledyne Controls' data acquisition and communication systems that enhance
Öight safety and maintenance eÇciency for airline and airfreight customers.
On May 16, 2003, Teledyne acquired Tekmar Company, a wholly owned subsidiary of Emerson
Electric Co., for $13.5 million in cash. Tekmar Company, also known as Tekmar-Dohrmann, is a
manufacturer of gas chromatography introduction systems and automated total organic carbon analyzers.
Tekmar Company, located in Mason, Ohio, became a business unit of Teledyne Instruments, a group of
electronic instrumentation businesses within Teledyne's Electronics and Communications business segment.
Tekmar Company manufactures instruments that automate the preparation and concentration of drinking
water and wastewater samples for the analysis of volatile organic compounds in gas chromatographs. It
also provides laboratory analytical systems for the detection of total organic carbon.
On September 27, 2002, Teledyne acquired Monitor Labs from Spirent plc for $24 million in cash.
Monitor Labs is a supplier of environmental monitoring instrumentation for the detection, measurement
and reporting of air pollutants with locations in Englewood, Colorado and Gibsonia, Pennsylvania.
In November 2001, Teledyne acquired API for $25.0 million in cash. API is a designer and
manufacturer of advanced air quality monitoring instruments, based in San Diego, California.
Each of the above acquisitions are part of the Electronics and Communications segment and are
included in the consolidated Ñnancial statements since the date of each respective acquisition.
In July 2001, Teledyne combined its Energy Systems business unit with assets of Florida based
Energy Partners, Inc., to create majority-owned (86%) Teledyne Energy Systems, Inc. This transaction
was recorded as a transfer of net assets between entities under common control in accordance with SFAS
No. 141. The company focuses on supplying thermoelectric and fuel cell power systems to government
customers and hydrogen/oxygen gas generators and test stands to commercial customers.
In 2000, Teledyne sold the assets of Teledyne Cast Parts, a provider of sand and investment castings
to the aerospace and defense industries which was previously reported as part of the Aerospace Engines
and Components segment In 2002, Teledyne made payments for a purchase price adjustment. In 2003 and
2002, Teledyne made payments for workers' compensation claims. The consolidated statements of cash
Öows reÖect payments related to Teledyne Cast Parts as a discontinued operation.
Note 5. Financial Instruments
Teledyne values Ñnancial instruments as required by SFAS No. 107 Ì ""Disclosures about Fair Value
of Financial Instruments,'' as amended. The carrying amounts of cash and cash equivalents approximate
fair value because of the short maturity of those instruments. Teledyne estimates the fair value of its long-
term debt based on the quoted market prices for debt of similar rating and similar maturity and at
comparable interest rates. The estimated fair value of Teledyne's long-term debt at January 2, 2005
approximated the carrying value of $70.6 million. There was no long-term debt outstanding at
December 28, 2003.
The carrying value of other on-balance-sheet Ñnancial instruments approximates fair value, and the
cost, if any, to terminate oÅ-balance sheet Ñnancial instruments (primarily letters of credit) is not
signiÑcant.
75
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6. Accounts Receivable
Accounts receivable are summarized as follows (in millions):
Balance at year-end
2004
2003
U.S. Government and prime contractors contract receivables:
Billed receivables ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 30.1
18.9
Unbilled receivablesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
95.3
Commercial and other receivables ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 39.7
14.0
70.0
Reserve for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
144.3
(2.6)
123.7
(2.4)
Total accounts receivable, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$141.7
$121.3
The billed contract receivables from the U.S. Government and prime contractors contain
$10.0 million and $13.0 million at January 2, 2005 and December 28, 2003, respectively, due to long-term
contracts. The unbilled contract receivables from the U.S. Government and prime contractors contain
$17.2 million and $13.1 million at January 2, 2005 and December 28, 2003, respectively, due to long-term
contracts.
Unbilled contract receivables represent accumulated costs and proÑts earned but not yet billed to
customers. The Company believes that substantially all such amounts will be billed and collected within
one year.
Note 7.
Inventories
Inventories consisted of the following (in millions):
Balance at year-end
2004
2003
Raw materials and suppliesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 35.8
80.2
Work in process ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
8.9
Finished goods ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 22.4
54.0
12.1
Total inventories at current costÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
LIFO reserve ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Progress payments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
124.9
(21.6)
(5.6)
88.5
(21.1)
(3.8)
Total inventories, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 97.7
$ 63.6
Inventories at current cost, determined on the last-in, Ñrst-out method were $82.7 million at
January 2, 2005 and $58.4 million at December 28, 2003. The remainder of the inventory at current cost,
$42.2 million at January 2, 2005 and $30.1 million at December 28, 2003 was determined using the
Ñrst-in, Ñrst-out and average cost methods and does not diÅer materially from current cost.
In 2004, the Company recorded LIFO expense of $0.5 million which resulted from higher inventory
levels. During 2003 and 2002, inventory usage resulted in liquidations of last-in, Ñrst-out inventory
quantities. These inventories were carried at the lower costs prevailing in prior years as compared with the
cost of current purchases. The eÅect of these last-in, Ñrst-out liquidations was to increase income by
$5.1 million in 2003 and $0.8 million in 2002.
76
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total inventories at current cost were net of reserves for excess, slow moving and obsolete inventory of
$21.2 million and $14.2 million at January 2, 2005 and December 28, 2003, respectively. The reserve at
January 2, 2005 reÖected reserves acquired as part of acquisitions made in 2004.
Inventories, before progress payments, related to long-term contracts were $15.2 million and
$23.1 million at January 2, 2005 and December 28, 2003, respectively. Progress payments related to long-
term contracts were $4.9 million and $2.1 million at January 2, 2005 and December 28, 2003, respectively.
Under the contractual arrangements by which progress payments are received, the customer has an
ownership right in the inventories associated with speciÑc contracts.
Note 8. Supplemental Balance Sheet Information
Property, plant and equipment were as follows (in millions):
Balance at year-end
2003
2004
Land ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $
Buildings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Equipment ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
8.1
55.0
183.3
$
4.9
43.2
169.7
Accumulated depreciation and amortizationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
246.4
(155.6)
217.8
(141.8)
Total property, plant and equipment, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$
90.8
$
76.0
Other long-term assets included amounts related to deferred compensation, software and other
intangible assets. Accrued liabilities included salaries and wages and other related compensation reserves of
$40.8 million and $30.2 million at January 2, 2005 and December 28, 2003, respectively. Other long-term
liabilities included aircraft product liability reserves of $21.3 million and $13.0 million at January 2, 2005
and December 28, 2003, respectively and deferred compensation liabilities of $12.6 million and
$10.5 million at January 2, 2005 and December 28, 2003, respectively. Other long-term liabilities also
included reserves for self-insurance, environmental liabilities and the long-term portion of compensation
reserves.
Note 9. Stockholders' Equity
The following is an analysis of Teledyne's common stock activity:
Balance, December 31, 2001 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options exercised and other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Balance, December 30, 2002 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options exercised and other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Balance, December 29, 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options exercised and other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Balance, January 2, 2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Common
Stock
31,859,839
188,988
32,048,827
217,751
32,266,578
645,784
32,912,362
Shares issued in all three Ñscal years include stock options exercised as well as shares issued under
certain compensation plans.
77
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Preferred Stock
Authorized preferred stock may be issued with designations, powers and preferences designated by the
Board of Directors. There were no shares of preferred stock issued or outstanding in 2004, 2003 or 2002.
Stockholder Rights Plan
On November 12, 1999, the Company's Board of Directors unanimously adopted a stockholder rights
plan under which preferred share purchase rights were distributed as a dividend on each share of
Teledyne's Common Stock distributed to ATI's stockholders in connection with the spin-oÅ and each
share to become outstanding between the eÅective date of the spin-oÅ and the earliest of the distribution
date, redemption date and Ñnal expiration date. The rights will be exercisable only if a person or group
acquires 15 percent or more of the Company's Common Stock or announces a tender oÅer, the
consummation of which would result in ownership by a person or group of 15 percent or more of the
Common Stock. Each right will entitle stockholders to then buy one-hundredth of a share of a new series
of junior participating preferred stock at an exercise price of $60 per share. There are 1,250,000 shares of
Series A Junior Participating Preferred Stock authorized for issuance under the plan. The record date for
the distribution was the close of business of November 22, 1999. The rights will expire on November 12,
2009, subject to earlier redemption or exchange by Teledyne as described in the plan. The rights
distribution is not taxable to stockholders.
Stock Incentive Plan
ATI sponsored an incentive plan that provided for ATI stock option awards to oÇcers and key
employees. Teledyne had oÇcers and key employees that participated in this plan prior to the spin-oÅ. In
connection with the spin-oÅ, outstanding stock options held by Teledyne's employees were converted into
options to purchase Teledyne's Common Stock. The number of shares and the exercise price of each ATI
option that was converted to a Teledyne's option was converted based upon a formula designed to preserve
the inherent economic value, vesting and term provisions of such ATI options as of the Distribution Date.
The exchange ratio and fair market value of the Teledyne's Common Stock, upon active trading, also
impacted the number of options issued to Teledyne's employees.
Teledyne has established its own long-term incentive plans which provide its Board of Directors the
Öexibility to grant restricted stock, performance shares, non-qualiÑed stock options, incentive stock options
and stock appreciation rights to oÇcers and employees of Teledyne.
Stock option transactions for Teledyne's employees are summarized as follows:
Beginning balance ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Granted or issued ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Exercised ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Canceled or expired ÏÏÏÏÏÏÏÏÏÏÏÏÏ
2004
2003
2002
Weighted
Average
Exercise
Price
$14.12
$19.28
$13.35
$18.76
Shares
3,364,237
462,859
(538,552)
(34,090)
Weighted
Average
Exercise
Price
$14.28
$13.45
$10.25
$15.63
Shares
3,256,563
525,625
(112,038)
(305,913)
Weighted
Average
Exercise
Price
$14.12
$14.49
$10.38
$15.35
Shares
2,757,451
635,150
(88,138)
(47,900)
Ending balance ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3,254,454
$14.92
3,364,237
$14.12
3,256,563
$14.28
Options exercisable at year-end ÏÏÏ
2,331,729
$14.28
2,240,672
$13.78
2,033,423
$13.29
78
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides certain information with respect to stock options outstanding and stock
options exercisable at year-end 2004:
Range of Exercise Prices
Stock Options Outstanding
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Life
Shares
Under $10.00 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$10.00 Ó $14.99 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$15.00 Ó $19.99 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$20.00 Ó $24.99 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$25.00 Ó $28.69 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
702,378
1,233,629
1,277,530
9,000
31,917
$ 9.19
$13.83
$18.77
$22.26
$27.16
3,254,454
$14.92
4.6
6.8
6.5
7.3
5.8
6.2
Stock Options
Exercisable
Weighted
Average
Exercise
Price
$ 9.19
$13.84
$18.49
$23.87
$27.16
Shares
702,378
771,678
820,756
5,000
31,917
2,331,729
$14.28
Non-Employee Director Stock Compensation Plan
Teledyne also sponsors a stock plan for non-employee directors pursuant to which non-employee
directors receive annual stock options and may receive stock or stock options in lieu of their respective
retainer and meeting fees. The options become exercisable one year after issuance. The following table
provides certain information with respect to the non-employee director stock options outstanding:
Balance, December 31, 2001ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options issued ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Balance, December 30, 2002ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options issued ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options exercised ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Balance, December 29, 2003ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options issued ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Stock options exercised ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Shares
84,393
51,531
135,924
55,424
(2,000)
189,348
47,503
(8,839)
Balance, January 2, 2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
228,012
Weighted
Average
Exercise Price
$12.33
$14.72
$13.23
$12.68
$ 9.94
$13.11
$17.42
$12.96
$14.01
Price or Range
$6.31 Ó $22.47
$9.65 Ó $18.13
$6.31 Ó $22.47
$8.37 Ó $14.22
9.94
$
$6.31 Ó $22.47
$12.54 Ó $19.61
$9.94 Ó $14.75
$6.31 Ó $22.47
Note 10. Related Party Transactions
Prior to and in connection with the spin-oÅ, Teledyne and ATI entered into agreements providing for
the separation of the companies and governing various relationships for separating employee beneÑts and
tax obligations, indemniÑcation and transition services. The Company's principal spin-oÅ requirements,
including the requirement to ensure a favorable tax treatment, have been satisÑed. Three of Teledyne's
nine directors continue to serve on ATI's board. In addition, under one of the spin-oÅ agreements, the
Company is able to charge pension costs to the U.S. Government under certain government contracts after
November 29, 2004. In 2004, Teledyne purchased the ""Teledyne'' name and related logos, symbols and
marks from an aÇliate of ATI for $412,000.
The Company's Chairman, President and Chief Executive OÇcer is a director of Mellon Financial
Corporation. Another of its directors is a former chief executive oÇcer and director of Mellon Financial
Corporation. All transactions with Mellon Bank, N.A. and its aÇliates are eÅected under normal
79
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
commercial terms, and the Company believes that its relationships with Mellon Bank, N.A. and its
aÇliates are arms-length. Mellon Bank, N.A. is one of ten lenders under the Company's $280.0 million
credit facility, having committed up to $25.0 million under the facility. Mellon Bank, N.A. provides cash
management services and an uncommitted $5.0 million line of credit. Mellon Bank, N.A. serves as trustee
under the Company's pension plan and provides asset management services for the plan. Mellon Investor
Services LLC serves as our transfer agent and registrar, as well as agent under the Company's
stockholders' rights plan.
Note 11. Long-Term Debt
At January 2, 2005, Teledyne had $70.6 million in long-term debt outstanding. At December 28,
2003, Teledyne had no long-term debt outstanding.
On June 15, 2004, the Company terminated its then existing $200 million Ñve-year revolving credit
agreement and replaced it with a new $280.0 million credit facility that expires in June 2009. At year-end
2004, the Company had $203.0 million of available committed credit under the credit facility, which can
be utilized, as needed, for daily operating and periodic cash needs, including acquisitions. Borrowings under
the credit facility bear interest, at Teledyne's option, at a rate based on either a deÑned base rate or the
London Interbank OÅered Rate (LIBOR), plus applicable margins. The credit agreement also provides for
facility fees that vary between 0.15% and 0.30% of the credit line, depending on the Company's
capitalization ratio as calculated from time to time. The credit agreement requires the Company to comply
with various Ñnancial and operating covenants, including maintaining certain consolidated leverage and
interest coverage ratios, as well as minimum net worth levels and limits on acquired debt. Total debt at
year-end 2004 includes the $70.0 million outstanding under the credit facility, and $3.2 million assumed in
the Isco acquisition, of which $3.1 million is current. The Company also assumed a $3.9 million capital
lease in the Reynolds acquisition, of which $0.1 million is current. Teledyne also had $0.5 million of long-
term debt outstanding at year-end 2004 under a $5.0 million uncommitted bank facility. This credit line is
utilized, as needed, for periodic cash needs. At January 2, 2005, Teledyne had $10.0 million in outstanding
letters of credit.
Total interest expense including facility fees and other bank charges was $2.2 million in 2004,
$1.0 million in 2003 and $0.9 million in 2002.
At January 2, 2005, long-term debt consisted of the following (in millions):
Revolving credit and bank facilityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other unsecured debt due through March 2009 at varying rates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Less:
2004
$70.5
3.2
73.7
Current portion ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(3.1)
Total long-term debtÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$70.6
At January 2, 2005, future minimum principal payments on long-term debt subsequent to January 2,
2005 were as follows: $3.1 million in 2005, $0.1 million in 2006 and $70.5 million in 2009.
80
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12.
Income Taxes
Provision for income taxes from continuing operations was as follows (in millions):
2004
2003
2002
Current
Federal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $26.7
4.6
State ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.6
Foreign ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total current ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
31.9
Deferred
Federal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
State ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(6.1)
0.5
Total long-term deferred ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(5.6)
Provision for income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $26.3
$14.9
3.2
0.1
18.2
$12.0
2.8
1.0
15.8
(3.4)
0.1
(3.3)
$14.9
1.4
(0.5)
0.9
$16.7
Income before income taxes included income from domestic operations of $66.5 million for 2004,
$43.8 million for 2003 and $40.1 million for 2002. In 2003, Teledyne recorded an income tax beneÑt of
$2.4 million due to the reversal of an income tax contingency reserve which was determined to be no
longer needed during the third quarter of 2003. The following is a reconciliation of the statutory federal
income tax rate to the actual eÅective income tax rate:
2004
2003
2002
U.S. federal statutory tax rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 35.0% 35.0% 35.0%
State and local taxes, net of federal beneÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.8
Reserve reversal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (0.3)
0.2
Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
4.7
(5.4)
(1.0)
4.5
Ì
0.2
EÅective income tax rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 38.7% 33.3% 39.7%
Deferred income taxes result from temporary diÅerences in the recognition of income and expense for
Ñnancial and income tax reporting purposes, and diÅerences between the fair value of assets acquired in
business combinations accounted for as purchases for Ñnancial reporting purposes and their corresponding
tax bases. Deferred income taxes represent future tax beneÑts or costs to be recognized when those
temporary diÅerences reverse. A valuation allowance of $3.3 million exists against deferred tax assets for
2004. Of this amount, $2.1 million relates to recent acquisitions and if not used would result in an
adjustment of goodwill. A valuation allowance of $0.6 million was recorded against deferred tax assets for
2003. No valuation allowance was recorded for 2002. The categories of assets and liabilities that have
81
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
resulted in diÅerences in the timing of the recognition of income and expense were as follows (in
millions):
2004
2003
Deferred income tax assets:
Current
ReservesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $13.4
7.6
Inventory valuation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5.7
Accrued vacation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 5.9
3.7
5.3
Long-term
Postretirement beneÑts other than pensions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ReservesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred compensation and other beneÑt plans ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total deferred income tax assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deferred income tax liabilities:
Current
9.4
10.7
19.0
65.8
Other items ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.3
Long-term
Property, plant and equipment diÅerencesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other items ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
8.2
2.2
Total deferred income tax liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
10.7
10.2
13.0
11.2
49.3
Ì
6.6
0.3
6.9
Net deferred income tax asset ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $55.1
$ 42.4
Note 13. Pension Plans and Postretirement BeneÑts
Prior to the spin-oÅ, certain Teledyne's employees participated in the deÑned beneÑt plan sponsored
by ATI. BeneÑts under the deÑned beneÑt plan are generally based on years of service and/or Ñnal
average pay. ATI funded the pension plan in accordance with the requirements of the Employee
Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code.
As of the spin-oÅ date, Teledyne assumed the existing deÑned beneÑt plan obligations for all of
Teledyne's employees, both active and inactive, at its companies that perform government contract work
and for Teledyne's active employees at its companies that do not perform government contract work. ATI
transferred pension assets to fund the new Teledyne's deÑned beneÑt pension plan.
Teledyne's pension expense was $8.7 million in 2004 of which $0.5 million was recoverable in
accordance with U.S. Government Cost Accounting Standards (CAS) from certain government contracts
compared with pension expense of $6.9 million in 2003 and pension income of $2.3 million in 2002. No
pension expense was recoverable in accordance with CAS in 2003 or 2002. Teledyne made $3.1 million in
contributions to the deÑned beneÑt pension plan in 2004.
As of the spin-oÅ date, Teledyne also participated in a 401(k) plan that was open to all full time
U.S. employees and was sponsored by ATI. Teledyne established its own 401(k) plan eÅective April 1,
2000. As of January 1, 2004, non-union new hires participate in an enhanced deÑned contribution plan as
opposed to the Company's existing deÑned beneÑt plan. The costs associated with these 401(k) plans were
$3.2 million, $2.9 million, and $2.8 million, for 2004, 2003 and 2002, respectively.
The Company sponsors several postretirement deÑned beneÑt plans covering certain salaried and
hourly employees. The plans provide health care and life insurance beneÑts for certain eligible retirees.
82
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the components of net period pension beneÑt (income) expense for
Teledyne's deÑned beneÑt pension plans and postretirement beneÑt plans for 2004, 2003, and 2002 (in
millions):
Pension BeneÑts
2003
2004
2002
Postretirement BeneÑts
2003
2002
2004
Service cost Ì beneÑts earned during the periodÏÏÏ $ 12.8
28.7
Interest cost on beneÑt obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(35.0)
Expected return on plan assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2.1
Amortization of prior service cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.1
Recognized actuarial (gain) loss ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 12.2
28.7
(36.4)
2.3
0.1
$ 11.6
27.5
(40.1)
2.3
(3.6)
$ 0.1
1.1
Ì
Ì
(1.1)
$ 0.1
1.1
Ì
Ì
(1.3)
$ 0.1
1.1
Ì
(0.4)
(1.3)
Net periodic beneÑt (income) expense ÏÏÏÏÏÏÏÏÏÏÏ $
8.7
$
6.9
$ (2.3)
$ 0.1
$(0.1)
$(0.5)
The following table sets forth the reconciliation of the beginning and ending balances of the beneÑt
obligation of the deÑned beneÑt pension and postretirement beneÑt plans (in millions):
Pension BeneÑts
2003
2004
Postretirement
BeneÑts
2004
2003
Changes in beneÑt obligation:
BeneÑt obligation Ì beginning of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $447.5
12.8
28.7
20.8
(21.7)
0.7
Service cost Ì beneÑts earned during the periodÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest cost on projected beneÑt obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Actuarial loss ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
BeneÑts paid ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Plan amendmentsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$414.4
12.2
28.7
12.1
(19.9)
Ì
$17.9
0.1
1.1
0.6
(1.7)
Ì
$16.0
0.1
1.1
2.3
(1.6)
Ì
BeneÑt obligation Ì end of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $488.8
$447.5
$18.0
$17.9
Accumulated beneÑt obligation Ì end of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $446.9
$410.9
The measurement date for the Company's pension and postretirement plans is December 31.
The following table presents the estimated future beneÑt payments for the Company's pension and
postretirement plans (in millions):
2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2006 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2007 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2008 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2009 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2010Ó2014 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Pension
Plan
$ 22.0
23.6
25.6
27.5
29.4
178.6
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$306.7
Postretirement
BeneÑt Plan
$ 1.6
1.6
1.6
1.6
1.6
7.6
$15.6
83
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables set forth the reconciliation of the beginning and ending balances of the fair value
of plan assets for Teledyne's deÑned beneÑt pension plans and the percentage of year-end market value by
asset class (in millions):
Pension BeneÑts
2003
2004
Changes in plan assets:
Fair value of plan assets Ì beginning of yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $381.9
34.3
3.0
0.9
(21.7)
Actual return on plan assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Employer contribution Ì deÑned beneÑt plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Employer contribution Ì other beneÑt plans ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
BeneÑts paid ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$335.4
65.7
Ì
0.7
(19.9)
Fair value of plan assets Ì end of yearÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $398.4
$381.9
Plan Assets %
to Total
2004
2003
Equity Instruments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Domestic Fixed Income InstrumentsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Cash ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
67.6% 67.8%
31.7% 31.5%
0.7%
0.7%
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 100.0% 100.0%
In 2003, the Company commenced an active management policy for a portion of its pension assets.
The investment policy includes a target allocation percentage of 65% in equity instruments and 35% in
domestic Ñxed income instruments. The balance in equity instruments can range from 60% to 70% before
rebalancing is required under our policy. The expected long-term rate of return on plan assets is reviewed
annually, taking into consideration our asset allocation, historical returns on the types of assets held, and
the current economic environment.
The following assumptions were used to determine the beneÑt obligation and the net beneÑt cost:
For the year
2004
2003
2002
Weighted average discount rateÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Weighted average increase in future compensation levels ÏÏÏÏÏÏÏÏ
Expected weighted-average long-term rate of return ÏÏÏÏÏÏÏÏÏÏÏÏ
6.5% 7.0% 7.5%
3.5% 4.0% 4.5%
8.5% 8.5% 9.0%
The Company is projecting a long-term rate of return on plan assets of 8.5% in 2005. The discount
rate used in determining the beneÑt obligations is expected to be 6.25% in 2005 and the expected weighted
average increase in future compensation levels is 3.25%.
84
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the funded status and amounts recognized in Teledyne's consolidated
balance sheets for the pension and postretirement plans at year-end 2004 and 2003 (in millions):
Pension BeneÑts
2003
2004
Postretirement
BeneÑts
2004
2003
Funded status ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $(90.4)
7.4
Unrecognized prior service cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
78.8
Unrecognized net (gain) loss ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(65.6)
8.8
57.4
$(18.0)
Ì
(6.2)
$(17.9)
Ì
(7.7)
Prepaid (accrued) beneÑt cost ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ (4.2)
$
0.6
$(24.2)
$(25.6)
Accrued pension obligation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $(46.7)
Ì
Accrued postretirement beneÑts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
37.1
Accumulated other comprehensive incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7.2
Intangible pension assetÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(1.8)
Other liabilitiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$(25.6)
Ì
19.4
8.5
(1.7)
$ Ì $ Ì
(25.6)
(24.2)
Ì
Ì
Ì
Ì
Ì
Ì
Net amount recognized ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ (4.2)
$
0.6
$(24.2)
$(25.6)
SFAS No. 87, ""Employers' Accounting for Pensions,'' requires that a minimum pension liability be
recorded if the value of pension assets is less than the accumulated pension beneÑt obligation. This
condition existed since year-end 2002. In accordance with the requirements of SFAS No. 87, the
Company has a $22.7 million non-cash reduction to stockholders' equity, a long-term intangible asset of
$7.2 million and an additional long-term pension liability of $44.3 million at year-end 2004. As of year-end
2003, the Company had a $11.8 million non-cash reduction to stockholders' equity, a long-term intangible
asset of $8.5 million and an additional long-term pension liability of $27.9 million. The adjustments to
equity did not aÅect net income and are recorded net of deferred taxes. The reduction will be reversed
should the value of the pension assets exceed the accumulated pension beneÑt obligation as of a future
measurement date.
The annual assumed rate of increase in the per capita cost of covered beneÑts (the health care cost
trend rate) for health care plans was 9% in 2004 and was assumed to decrease to 5% by the year 2010 and
remain at that level thereafter. Assumed health care cost trend rates have a signiÑcant eÅect on the
amounts reported for the health care plans. A one percentage point increase in the assumed health care
cost trend rates would result in an increase in the annual service and interest costs by $62 thousand for
2004 and would result in an increase in the postretirement beneÑt obligation by $1.1 million at January 2,
2005. A one percentage point decrease in the assumed health care cost trend rates would result in a
decrease in the annual service and interest costs by $55 thousand for 2004 and would result in a decrease
in the postretirement beneÑt obligation by $960 thousand at January 2, 2005.
In May 2004, the FASB issued FASB StaÅ Position No. 106-2, ""Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003''
(""FSP 106-2''). FSP No. 106-2 provides guidance on the accounting for the eÅects of the Medicare
Prescription Drug, Improvement and Modernization Act of 2003'' (""The Act''). The Company sponsors
retiree medical programs for certain of its locations and based on current guidance the Company expects
that this legislation will reduce the Company's cost for some of these programs. The Company has
estimated the impact related to certain retirees who retired on or after May 1, 1993 and is in the process
of determining the impact for certain retirees who retired prior to May 1, 1993. The adoption of FSP
No. 106-2 as it related to retirees who retired on or after May 1, 1993 did not have a material impact on
our results of operations, Ñnancial position or cash Öows. The Company has recorded $0.1 million for 2004
for the expected cost reduction under the Act for those retirees. The estimated impact for certain retirees
85
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
who retired prior to May 1, 1993 is not expected to have a material impact on our results of operations,
Ñnancial position or cash Öows.
Note 14. Business Segments
Teledyne is a leading provider of sophisticated electronic components, instruments and communica-
tions products, systems engineering solutions and information technology services, and aerospace engines
and components as well as on-site gas and power generation systems. Its customers include aerospace
prime contractors, general aviation companies, government agencies and major communications and other
commercial companies.
Teledyne operates in four business segments: Electronics and Communications, Systems Engineering
Solutions, Aerospace Engines and Components and Energy Systems. The factors for determining the
reportable segments were based on the distinct nature of their operations. They are managed as separate
business units because each requires and is responsible for executing a unique business strategy. The
Electronics and Communications segment, sometimes referred to as Teledyne Electronic Technologies,
provides a wide range of specialized electronic systems, instruments components and services that address
niche market applications in commercial aerospace, communications, defense, industrial and medical
markets. The Systems Engineering Solutions segment, principally through Teledyne Brown Engineering,
Inc., applies the skills of its extensive staÅ of engineers and scientists to provide innovative systems
engineering, advanced technology, and manufacturing solutions to defense, space, environmental, and
homeland security requirements. The Aerospace Engines and Components segment, principally through
Teledyne Continental Motors, Inc., focuses on the design, development and manufacture of piston engines,
turbine engines, electronic engine controls and aviation batteries. The Energy Systems segment, through
Teledyne Energy Systems, Inc., provides on-site gas and power generation systems based on proprietary
electrolysis, thermoelectric and fuel cell technologies. It currently includes the majority-owned entity that
was formed in the third quarter of 2001.
Segment operating proÑt includes other income and expense directly related to the segment, but
excludes minority interest, interest income and expense, gains and losses on the disposition of assets,
sublease rental income and non revenue licensing and royalty income, domestic and foreign income taxes
and corporate oÇce expenses.
IdentiÑable assets are those assets used in the operations of the segments. Corporate assets primarily
consist of cash and cash equivalents, deferred tax assets, net pension assets/liabilities and other assets.
Information on the Company's business segments was as follows (in millions):
2004
2003
2002
Sales
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 567.9
242.2
Systems Engineering SolutionsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
181.8
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
24.7
Energy Systems ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Total salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,016.6
$446.9
212.5
165.5
15.8
$840.7
$388.0
206.7
162.9
15.1
$772.7
86
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2004(a)
2003
2002
Income before taxes
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Segment operating proÑt and other segment income ÏÏ
Corporate expenseÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Interest and debt expense, netÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Other income (expense) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Income before taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 54.4
27.1
6.1
1.6
89.2
(19.8)
(1.9)
0.5
$ 68.0
$ 33.0
23.2
6.4
(0.7)
61.9
(14.9)
(0.8)
(1.6)
$ 44.6
$ 35.9
20.6
2.7
(1.9)
57.3
(14.4)
(0.6)
(0.2)
$ 42.1
a) Total year 2004 segment operating proÑt includes receipt of $2.5 million pursuant to an agreement with
Honda Motor Co., Ltd. related to the piston engine business. This amount is included as part of other
income on the income statement table.
2004
2003
2002
Depreciation and amortization
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 17.5
1.7
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5.1
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.5
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 15.4
1.9
5.3
0.5
$ 14.8
2.1
4.4
0.5
Total depreciation and amortization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 24.8
$ 23.1
$ 21.8
2004
2003
2002
Capital expenditures
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 12.8
1.7
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.2
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1.1
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 14.9
1.5
3.2
0.6
$
8.3
3.1
3.6
0.4
Total capital expenditures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 18.8
$ 20.2
$ 15.4
2004
2003
2002
IdentiÑable assets
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $439.2
37.1
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
49.8
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
9.5
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
89.2
Corporate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$228.4
35.5
52.0
8.5
109.2
$197.2
37.8
53.4
8.3
102.2
Total identiÑable assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $624.8
$433.6
$398.9
87
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Information on the Company's sales to the U.S. Government, including direct sales as a prime
contractor and indirect sales as a subcontractor, were as follows (in millions):
2004
2003
2002
Electronics and Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $147.3
240.4
Systems Engineering Solutions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
26.0
Aerospace Engines and Components ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
19.4
Energy SystemsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$142.0
210.3
24.7
10.7
$115.2
202.4
25.5
9.3
Total U.S. Government salesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $433.1
$387.7
$352.4
Sales to the U.S. Government included sales to the Department of Defense of $335.4 million in 2004,
$257.9 million in 2003, and $233.5 million in 2002.
Total international sales were $198.0 million in 2004, $138.3 million in 2003, and $126.6 million in
2002. Of these amounts, sales by operations in the United States to customers in other countries were
$190.3 million in 2004, $133.3 million in 2003, and $118.3 million in 2002. There were no sales to
individual countries outside of the United States in excess of 10 percent of the Company's net sales. Sales
between business segments, which were not material, generally were priced at prevailing market prices.
Note 15. Lease Commitments
The Company leases buildings and equipment under capital and operating leases. The present value of
the minimum capital lease payments, net of the current portion, totaled $3.8 million at January 2, 2005.
Operating lease agreements, which include leases for manufacturing facilities and oÇce space frequently
include renewal options and require the Company to pay for utilities, taxes, insurance and maintenance
expense.
At January 2, 2005, future minimum lease payments for capital leases and for operating leases with
non-cancelable terms of more than one year were as follows (in millions):
Capital
Operating
2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2006 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2007 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2008 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
2009 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Thereafter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 0.3
0.3
0.3
0.4
0.4
5.4
Total minimum lease payments ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7.1
$10.2
7.5
4.7
4.1
3.2
10.6
$40.3
Less:
Imputed interest ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Current portion ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
(3.2)
(0.1)
Present value of minimum capital lease payment, net of current
portion ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$ 3.8
Included in the 2004 property, plant and equipment accounts were $3.4 million of property leased
under a capital lease and $80 thousand related accumulated depreciation. Rental expense under operating
leases, net of sublease income, was $12.2 million in 2004, $11.9 million in 2003, and $10.4 million in 2002.
88
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 16. Commitments and Contingencies
The Company is subject to federal, state and local environmental laws and regulations which require
that it investigate and remediate the eÅects of the release or disposal of materials at sites associated with
past and present operations, including sites at which the Company has been identiÑed as a potentially
responsible party under the federal Superfund laws and comparable state laws.
In accordance with the Company's accounting policy disclosed in Note 2, environmental liabilities are
recorded when the Company's liability is probable and the costs are reasonably estimable. In many cases,
however, investigations are not yet at a stage where the Company has been able to determine whether it is
liable or, if liability is probable, to reasonably estimate the loss or range of loss, or certain components
thereof. Estimates of the Company's liability are further subject to uncertainties regarding the nature and
extent of site contamination, the range of remediation alternatives available, evolving remediation standards,
imprecise engineering evaluations and estimates of appropriate cleanup technology, methodology and cost,
the extent of corrective actions that may be required, and the number and financial condition of other
potentially responsible parties, as well as the extent of their responsibility for the remediation. Accordingly, as
investigation and remediation of these sites proceeds, it is likely that adjustments in the Company's accruals
will be necessary to reflect new information. The amounts of any such adjustments could have a material
adverse effect on the Company's results of operations in a given period, but the amounts, and the possible
range of loss in excess of the amounts accrued, are not reasonably estimable. Based on currently available
information, however, management does not believe that future environmental costs in excess of those
accrued with respect to sites with which the Company has been identified are likely to have a material
adverse effect on the Company's financial condition or liquidity. However, there can be no assurance that
additional future developments, administrative actions or liabilities relating to environmental matters will not
have a material adverse effect on the Company's financial condition or results of operations.
At January 2, 2005, the Company's reserves for environmental remediation obligations totaled
approximately $3.5 million, of which approximately $0.2 million were included in other current liabilities.
The Company is evaluating whether it may be able to recover a portion of future costs for environmental
liabilities from its insurance carriers and from third parties.
The timing of expenditures depends on a number of factors that vary by site, including the nature and
extent of contamination, the number of potentially responsible parties, the timing of regulatory approvals,
the complexity of the investigation and remediation, and the standards for remediation. The Company
expects that it will expend present accruals over many years, and will complete remediation of all sites
with which it has been identiÑed in up to thirty years.
Various claims (whether based on U.S. Government or Company audits and investigations or
otherwise) have been or may be asserted against the Company related to its U.S. Government contract
work, including claims based on business practices and cost classiÑcations and actions under the False
Claims Act. Although such claims are generally resolved by detailed fact-Ñnding and negotiation, on those
occasions when they are not so resolved, civil or criminal legal or administrative proceedings may ensue.
Depending on the circumstances and the outcome, such proceedings could result in Ñnes, penalties,
compensatory and treble damages or the cancellation or suspension of payments under one or more
U.S. Government contracts. Under government regulations, a company, or one or more of its operating
divisions or units, can also be suspended or debarred from government contracts based on the results of
investigations. However, although the outcome of these matters cannot be predicted with certainty,
management does not believe there is any audit, review or investigation currently pending against the
Company of which management is aware that is likely to result in suspension or debarment of the
Company, or that is otherwise likely to have a material adverse eÅect on the Company's Ñnancial
condition or liquidity, although the resolution in any reporting period of one or more of these matters could
have a material adverse eÅect on the Company's results of operations for that period.
89
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company learns from time to time that it has been named as a defendant in civil actions Ñled
under seal pursuant to the False Claims Act. Generally, since such cases are under seal, the Company
does not in all cases possess suÇcient information to determine whether the Company could sustain a
material loss in connection with such cases, or to reasonably estimate the amount of any loss attributable
to such cases. In October 2002, the Company was informed that the U.S. Government had declined to
intervene in a lawsuit Ñled under seal, pursuant to the False Claims Act, more than fours years before.
The Company believes that its Electronic Safety Products unit's involvement in this civil action is over, as
the plaintiÅ's appeal of the Company's motion to dismiss this action has been denied and the plaintiÅ's
petition for a rehearing en banc by the Court of Appeals for the DC Circuit has also been denied. Should
the plaintiÅ Ñle a petition for certiorari with the United States Supreme Court by March 21, 2005 the
Company intends to continue its vigorous defense.
A number of other lawsuits, claims and proceedings have been or may be asserted against the
Company relating to the conduct of its business, including those pertaining to product liability, patent
infringement, commercial, employment and employee beneÑts. While the outcome of litigation cannot be
predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to
the Company, management does not believe that the disposition of any such pending matters is likely to
have a material adverse eÅect on the Company's Ñnancial condition or liquidity, although the resolution in
any reporting period of one or more of these matters could have a material adverse eÅect on the
Company's results of operations for that period. Teledyne has aircraft and product liability insurance with
an annual self-insured retention for general aviation aircraft liabilities incurred in connection with products
manufactured by Teledyne Continental Motors of $25.0 million. The Company's current aircraft product
liability insurance policy expires May 2005.
Note 17. Quarterly Financial Data (Unaudited)
The following is Teledyne's quarterly information (in millions, except per-share amounts):
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Fiscal year 2004(a)
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Gross proÑt ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Basic earnings per shareÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted earnings per shareÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$219.6
$ 51.3
$
5.9
$ 0.18
$ 0.18
$238.9
$ 60.6
$
9.9
$ 0.31
$ 0.30
$270.0
$ 75.4
$ 12.5
$ 0.38
$ 0.37
$288.1
$ 83.0
$ 13.4
$ 0.41
$ 0.39
(a) Fiscal year 2004 was a 53-week year, each quarter contained 13 weeks except for the fourth quarter
which was a 14 week quarter
Fiscal year 2003(a)
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Sales ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Gross proÑtÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Basic earnings per share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Diluted earnings per share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
$197.2
$ 45.6
$
5.5
$ 0.17
$ 0.17
$205.4
$ 51.9
$
6.5
$ 0.20
$ 0.20
$215.7
$ 52.6
$
9.9
$ 0.31
$ 0.30
$222.4
$ 53.9
$
7.8
$ 0.24
$ 0.24
(a) Fiscal year 2003 was a 52-week year, each quarter contained 13 weeks.
90
Schedule II
VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Years Ended January 2, 2005, December 28, 2003 and December 29, 2002
(In millions)
Description
Fiscal 2004
Reserve for doubtful accounts ÏÏÏÏÏÏÏÏÏÏ
Aircraft product liability reserveÏÏÏÏÏÏÏÏÏ
Environmental reserves ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Fiscal 2003
Reserve for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏ
Aircraft product liability reserve ÏÏÏÏÏÏÏÏÏ
Environmental reserves ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Fiscal 2002
Reserve for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏ
Aircraft product liability reserve ÏÏÏÏÏÏÏÏÏ
Environmental reserves ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Additions
Balance at
beginning
of period
Charged to
costs and
expenses
Acquisitions
Deductions(a)
Balance at
end of
period
$ 2.4
$13.0
$ 2.0
$ 2.7
$11.1
$ 2.4
$ 2.7
$ 5.5
$ 2.4
0.6
15.9
1.8
0.2
12.8
0.1
0.6
14.0
1.3
0.5
Ì
Ì
Ì
Ì
Ì
Ì
Ì
Ì
(0.9)
(1.5)
(0.3)
(0.5)
(10.9)
(0.5)
(0.6)
(8.4)
(1.3)
$ 2.6
$27.4
$ 3.5
$ 2.4
$13.0
$ 2.0
$ 2.7
$11.1
$ 2.4
(a) Represents payments except the amounts for allowance for doubtful accounts primarily represents
uncollectible accounts written oÅ, net of recoveries.
New York Stock Exchange Annual CEO CertiÑcation (Section 303A.12(a))
As the Chief Executive OÇcer of Teledyne Technologies Incorporated, and as required by
Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, I hereby certify that as
of the date hereof I am not aware of any violation by the Company of NYSE's Corporate Governance
listing standards, other than has been notiÑed to the Exchange pursuant to Section 303A.12(b) and
disclosed as an attachment hereto. (no attachment)
/s/ ROBERT MEHRABIAN
Robert Mehrabian
Chairman, President and Chief Executive OÇcer
April 28, 2004
91
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized as of March 2, 2005.
SIGNATURES
Teledyne Technologies Incorporated (Registrant)
By:
/s/ ROBERT MEHRABIAN
Robert Mehrabian
Chairman, President and Chief Executive OÇcer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ ROBERT MEHRABIAN
Robert Mehrabian
Chairman, President and
Chief Executive OÇcer
(Principal Executive OÇcer) and Director
March 2, 2005
/s/ DALE A. SCHNITTJER
Vice President and Chief Financial OÇcer March 2, 2005
Dale A. Schnittjer
/s/ SUSAN L. MAIN
Susan L. Main
*
Robert P. Bozzone
*
Frank V. Cahouet
*
Diane C. Creel
*
Charles Crocker
*
Simon M. Lorne
*
Paul D. Miller
*
Charles J. Queenan, Jr.
*
Michael T. Smith
*By:
/s/ MELANIE S. CIBIK
Melanie S. Cibik
Pursuant to Powers of Attorney
Ñled as Exhibit 24.1
(Principal Financial OÇcer)
Vice President and Controller
(Principal Accounting OÇcer)
March 2, 2005
Director
March 2, 2005
Director
March 2, 2005
Director
March 2, 2005
Director
March 2, 2005
Director
March 2, 2005
Director
March 2, 2005
Director
March 2, 2005
Director
March 2, 2005
Exhibit
No.
2.1
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
EXHIBIT INDEX
Description
Separation and Distribution Agreement dated as of November 29, 1999 by and among Allegheny
Teledyne Incorporated, TDY Holdings, LLC, Teledyne Industries, Inc. and Teledyne Technologies
Incorporated (incorporated by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K dated as of November 29, 1999 (File No. 1-15295))
Restated CertiÑcate of Incorporation of Teledyne Technologies Incorporated (including CertiÑcate
of Designation of Series A Junior Participating Preferred Stock) (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended January 2, 2000
(File No. 1-15295))
Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended January 2, 2000
(File No. 1-15295))
Rights Agreement dated as of November 29, 1999 between Teledyne Technologies Incorporated
and ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated as of November 29, 1999 (File No. 1-15295))
Credit Agreement dated as of June 15, 2004, among Teledyne, the Guarantors named therein,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the
other Lenders named therein.
Tax Sharing and IndemniÑcation Agreement between Allegheny Teledyne Incorporated and
Teledyne Technologies Incorporated (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated as of November 29, 1999 (File No. 1-15295))
Employee BeneÑts Agreement between Allegheny Teledyne Incorporated and Teledyne Technolo-
gies Incorporated (incorporated by reference to Exhibit 10.3 to the Company's Current Report on
Form 8-K/A (Amendment No. 1) dated as of November 29, 1999 (File No. 1-15295))‰
Teledyne Technologies Incorporated 1999 Incentive Plan (incorporated by reference to Ex-
hibit 10.5 to the Company's Annual Report on Form 10-K for the year ended January 2, 2000
(File No. 1-15295))‰
Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation Plan
(incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for
the year ended January 2, 2000 (File No. 1-15295))‰
Amendment No. 1 to Teledyne Technologies Incorporated 1999 Non-Employee Director Stock
Compensation Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2000 (File No. 1-15295)‰
Amendment No. 2 to Teledyne Technologies Incorporated 1999 Non-Employee Director Stock
Compensation Plan (incorporated by reference to Exhibit 10.8 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2000 (File No. 1-15295)‰
Amendment No. 3 to Teledyne Technologies Incorporated 1999 Non-Employee Director Stock
Compensation Plan (incorporated by reference to Exhibit 10.8 to the Company's Annual Report
on Form 10-K for the year ended December 29, 2002 (File No. 1-15295)‰
Amendment No. 4 to Teledyne Technologies Incorporated 1999 Non-Employee Director Stock
Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q for
the period ended September 28, 2004) (File No. 1-15295)‰
Amended and Restated Employment Agreement between Robert Mehrabian and Teledyne
Technologies Incorporated (incorporated by reference to Exhibit 10.8 of the Company's Annual
Report on Form 10-K for the year ended December 30, 2001 (File No. 1-15295))‰
10.10 Letter Agreement conÑrming Robert Mehrabian's Salary*‰
10.11 Form of Change of Control Severance Agreement (incorporated by reference to Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the year ended January 2, 2000 (File No. 1-
15295)), with regard to Dale A. Schnittjer (incorporated by reference to Exhibit 10 to the
Company's Quarterly Report on Form 10-Q for the period ended June 29, 2003 (File
No. 1-15295)) and with regard to Susan L. Main (incorporated by reference to Exhibit 99.2 to
the Company's Current Report on Form 8-K dated March 29, 2004 (File No. 1-15295))‰
Exhibit
No.
Description
10.12 Teledyne Technologies Incorporated Executive Deferred Compensation Plan (incorporated by
reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended
January 2, 2000 (File No. 1-15295))‰
10.13 Amendment No. 1 to Teledyne Technologies Incorporated Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 (File No. 1-15295)‰
10.14 Amendment No. 2 to Teledyne Technologies Incorporated Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 (File No. 1-15295)‰
10.15 Amendment No. 3 to Teledyne Technologies Incorporated Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q for the period ended
September 28, 2003) (File No. 1-15295)‰
10.16 Teledyne Technologies Incorporated Pension Equalization/ BeneÑt Restoration Plan (incorporated
by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended
January 2, 2000 (File No. 1-15295))‰
10.17 Teledyne Technologies Incorporated 2002 Stock Incentive Plan (incorporated by reference to
Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 30,
2001 (File No. 1-15295))‰
10.18 Form of Restricted Stock Award Agreement Ì January 22, 2002 Award (incorporated by
reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended
December 29, 2002 (File No. 1-15295))‰
10.19 Form of Restricted Stock Award Agreement Ì February 25, 2003 Award (incorporated by
reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended
December 29, 2002 (File No. 1-15295))‰
10.20 Form of Restricted Stock Award Agreement Ì January 27, 2004 Award (incorporated by
reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended
December 28, 2003 (File No. 1-15295))‰
10.21 Restricted Stock Award Agreement dated March 29, 2004, between Company and Susan L. Main
(incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K dated
March 29, 2004 (File No. 1-15295))‰
10.22 Form of Restricted Stock Award Agreement Ì January 25, 2005 Award*‰
14
Teledyne Technologies Incorporated Corporate Objectives and Guidelines for Employee Con-
duct Ì this code of ethics may be accessed via the Company's website at
www.teledyne.com/aboutus/ethics.asp.
Subsidiaries of Teledyne Technologies Incorporated*
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*
Power of Attorney Ì Directors *
CertiÑcation of Chief Executive OÇcer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
CertiÑcation of Chief Financial OÇcer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
CertiÑcation of Chief Executive OÇcer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
CertiÑcation of Chief Financial OÇcer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
21
23
24.1
31.1
31.2
32.1
32.2
* Submitted electronically herewith.
‰ Denotes management contract or compensatory plan or arrangement required to be Ñled as an Exhibit to
this Form 10-K.
32765_text 3/18/05 10:38 AM Page 17
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, stock option expense 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, commercial aviation and energy exploration markets, timely
development of acceptable and competitive fuel cell products and systems, funding,
continuation and award of government programs, changes in insurance expense,
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. 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’s 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 acquisitions of the defense electronic business of
Celeritek, Inc., Reynolds Industries, Incorporated and Isco, 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’s periodic filings with the Securities and Exchange Commission, including
its 2004 Annual Report on Form 10-K. Forward looking statements are generally
accompanied by such words as “estimates”, “project”, “predict”, “believes” or “expect”,
that convey the uncertainty of future events or outcomes. The Company assumes no
obligation to publicly update or revise any forward-looking statements, whether as
a result of new information or otherwise.
Design: James Robie Design Associates
32765_text 3/18/05 10:37 AM Page 2
12333 West Olympic Boulevard • Los Angeles, California 90064 • 310.893.1600 • fax: 310.893.1669 • www.teledyne.com