UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 22, 2013
 
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
1-15295
 
25-1843385
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
1049 Camino Dos Rios
Thousand Oaks, California
 
91360-2362
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (805) 373-4545
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))






Item 2.02 Results of Operations and Financial Condition
On January 24, 2013, Teledyne Technologies Incorporated issued a press release with respect to its fourth quarter 2012 and full year 2012 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On January 22, 2013, the Personnel and Compensation Committee of Teledyne's Board of Directors took the following actions:

(a)     The Committee authorized payment of Annual Incentive Plan (“AIP”) cash bonus awards to each of the Named Executive Officers identified in Teledyne's 2012 Proxy Statement with respect to the fiscal year ended December 30, 2012. AIP award opportunities are expressed as a percentage of a participant's base salary and are based on the achievement of pre-defined performance measures, with up to 200% of the target award eligible to be paid in the case of significant over-achievement. The majority of the award is based on Teledyne's achievement of certain financial performance goals, with a smaller portion tied to the achievement of pre-established individual goals. Generally, 40% of the awards are tied to the achievement of predetermined levels of operating profit, 25% to the achievement of predetermined levels of revenue, 15% to the achievement of predetermined levels of accounts receivable and inventory as a percentage of revenue and 20% to the achievement of specified individual performance objectives. These predetermined levels may vary by business unit. In addition, negative discretionary adjustments are allowed with respect to awards to Named Executive Officers. AIP awards are generally paid from a pool of up to 11% of operating profit, subject to modification by the Committee. No AIP bonus will be earned in any year unless operating profit is positive, after accruing for bonus payments, and operating profit is at least 75% of the operating plan, subject in each case to modification by the Committee.

The following table sets forth the current AIP cash bonus payments for the fiscal year ended December 30, 2012, to the Named Executive Officers identified in Teledyne's 2012 Proxy Statement. The bonus awards reflect favorable 2012 operating results compared to 2011 and the 2012 business plan, the respective executive's individual performance and other factors:

 
 
 
 
Name
 
Position
2012 Bonus
Robert Mehrabian
 
Chairman, President and Chief Executive Officer
$
1,258,000

John T. Kuelbs
 
Executive Vice President, General Counsel and Secretary*
$
271,900

Dale A. Schnittjer
 
Senior Vice President and Chief Financial Officer*
$
345,600

Aldo Pichelli
 
President and Chief Operating Officer, Instrumentation and Aerospace and Defense Electronics Segments
$
276,800

Rex Geveden
 
President, Engineered Systems Segment and Teledyne Scientific and Imaging, LLC
$
356,800

 
 
 
 
* Mr. Kuelbs retired from such position in September 2012 and Mr. Schnittjer retired from such position in November 2012.

(b)     The Committee approved the 2013 goals for the Annual Incentive Plan cash bonus awards to each of Teledyne's Named Executive Officers currently employed by the company. AIP awards for 2013 are to be based on the same financial and non-financial measures described above for the fiscal year ended December 30, 2012.

For 2013, subject to the performance measures and discretion of the Committee, as noted above, the following Named Executives Officers identified in Teledyne's 2012 Proxy Statement are eligible for a target AIP cash bonus based on the following percentage of their annual base salary:





Name
 
Position
 2013 AIP Award
Eligibility as a %
of Base Salary
Robert Mehrabian
 
Chairman, President and Chief Executive Officer
120
%
Aldo Pichelli
 
President and Chief Operating Officer, Instrumentation and Aerospace and Defense Electronics Segments
80
%
Rex Geveden
 
President, Engineered Systems Segment and Teledyne Scientific and Imaging, LLC
60
%
 
 
 
 
(c) The Committee established a Restricted Stock Award Program for key employees, including the Named Executive Officers currently employed by the company, under the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan. This program provides grants of restricted stock, generally each calendar year, to key employees at an aggregate fair market value equal to 30% of each recipient's annual base salary as of the date of the grant, unless otherwise determined by the Committee. The restrictions are subject to both a time-based and performance-based component. In general, the restricted period for each grant of restricted stock extends from the date of the grant to the third anniversary of such date, with the restrictions lapsing on the third anniversary. However, unless the Committee determines otherwise, if Teledyne fails to meet certain minimum performance goals for a multi-year performance cycle (typically three years) established by the Committee as applicable to a restricted stock award, then all of the restricted stock is forfeited. If Teledyne achieves the minimum established performance goals, but fails to attain an aggregate level of 100% of the targeted performance goals, then a portion of the restricted stock would be forfeited. The performance goal for three year performance cycle ended December 31, 2015, as in previous years, is the price of Teledyne's common stock as compared to the Russell 2000 Index. In order for a participant to retain the restricted shares, Teledyne's three-year aggregate return to shareholders (as measured by Teledyne's stock price) must be at least 35% of the performance of the Russell 2000 Index for the three-year period. If Teledyne's stock performance is less than 35% of the Russell 2000 Index performance, all restricted shares would be forfeited. If it ranges from 35% to less than 100%, a portion of the restricted shares will be forfeited. If it is 100% or more than 100%, no shares are forfeited and the participant does not receive additional shares. A copy of the Administrative Rules relating to the Restricted Stock Award Program is attached as an exhibit to this filing.

The Committee determined that the percentage of annual base salary for each of Robert Mehrabian and Aldo Pichelli for the 2013-2015 Restricted Stock Award Program would be 60%.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1
  
Administrative Rules related to the Restricted Stock Award Program.
Exhibit 99.1
  
Press Release announcing fourth quarter 2012 and full year 2012 financial results dated January 24, 2013.






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
TELEDYNE TECHNOLOGIES INCORPORATED
 
 
 
 
 
By:
 
/s/ Susan L. Main
 
 
 
 
Susan L. Main
 
 
 
 
Senior Vice President and Chief Financial Officer
Dated: January 24, 2013





EXHIBIT INDEX
Description
 
 
 
Exhibit 10.1
  
Administrative Rules related to the Restricted Stock Award Program.
Exhibit 99.1
  
Press Release announcing fourth quarter 2012 and full year 2012 financial results dated January 24, 2013.







Exhibit 10.1






TELEDYNE TECHNOLOGIES INCORPORATED

AMENDED AND RESTATED 2008 INCENTIVE AWARD PLAN

ADMINISTRATIVE RULES FOR THE

RESTRICTED STOCK AWARD PROGRAM

Effective as of January 22, 2013


Article I. Adoption and Purpose of the Program

1.01 Adoption. These rules are adopted by the Personnel and Compensation Committee of the Board of Directors pursuant to the authority reserved in Article 12 of the Teledyne Technologies Incorporated 2008 Incentive Award Plan (the “Plan”). The Plan is incorporated by reference in its entirety in these rules. Capitalized terms used but not defined in these rules shall have the same meanings as in the Plan. In the event of a conflict between the Plan and these rules, the provisions of the Plan shall control.

1.02 Purpose. The Restricted Stock Award Program (the “Program”) is intended to assist the Company in attracting, retaining and motivating selected key management employees through the grant of restricted stock or restricted stock units that may vest upon the Company's attainment of certain performance goals and the participant's service with the Company for a specified period. The Program will (i) serve as a tool for recruiting and retaining top talent, (ii) allow eligible individuals to share the benefits of future growth in the value of the Company and (iii) better align the financial interests of participants with those of the Company's stockholders.

Article II. Definitions

For purposes of these rules, the capitalized terms set forth below shall have the following meanings:

2.01      Award Agreement means a written agreement between the Company and a Participant or a written acknowledgment from the Company specifically setting forth the terms and conditions of an award of Restricted Stock or RSUs granted to a Participant pursuant to Article VI of these rules.

2.02      Committee means the Personnel and Compensation Committee of the Board.

2.03      Company means Teledyne Technologies Incorporated, a Delaware corporation, and its successors.

2.04      Date of Grant means the date as of which an award of Restricted Stock or RSUs are granted in accordance with Article VI of these rules.

2.05      Effective Date means January 22, 2013.






2.06      Fair Market Value means the average of the composite high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for New York Stock Exchange Listed Companies, over the twenty (20) business days on which a sale was reported that immediately precede the applicable date.

2.07      Participant means any person designated pursuant to Article V of these rules as eligible to participate under the Program.

2.08      Performance Cycle means the multi-year performance cycle established by the Committee as applicable to an Award and set for in the Award Agreement.

2.09      Performance Goals means the performance goals established by the Committee upon the recommendation of the Chief Executive Officer as applicable to an Award and set forth in the Award Agreement.

2.10      Plan means the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan, as the same may be amended from time to time.

2.11      Program means the Restricted Stock Award Program, as the same may be amended from time to time.

2.12      Restricted Period means the period established under Section 6.02(b) during which the restrictions apply to the Restricted Stock or an RSU.

2.13      Restricted Stock means shares of Common Stock awarded to a Participant subject to restrictions as described in Article VI of these rules.

2.14      RSU means a Restricted Stock Unit of Common Stock awarded to a Participant subject to restrictions as described in Article VI of these rules, with one Restricted Stock Unit equal to one share of Common Stock.


Article III. Administration

The Program shall be administered by the Committee, which shall have exclusive and final authority and discretion in each determination, interpretation or other action affecting the Program and its Participants. The Committee shall have the sole and absolute authority and discretion to interpret the Program, to modify these administrative rules for the Program, to approve, in accordance with Article V of these rules, the selection by the Company's Chief Executive Officer of the persons who will be Participants hereunder, to impose such conditions and restrictions as it determines appropriate and to take such other actions and make such other determinations in connection with the Program as it may deem necessary or advisable.

Article IV. Common Stock Issuable under the Program

4.01 Number of Shares of Common Stock Issuable. Subject to adjustments as provided in Section 11.07 of the Plan, the maximum number of shares of Common Stock available for issuance under the Program (including shares underlying an RSU) shall be such number as the Committee grants. The Common Stock to be offered under the Program shall be authorized and unissued Common Stock, or Common Stock which shall have been reacquired by the Company and held in its treasury.

4.02 Shares Subject to Terminated Awards. Shares of Common Stock forfeited as provided





in Section 6.02 of these rules may again be issued under the Program.

Article V. Participation

     Participants in the Program shall be those officers and key employees of the Company selected by the Chief Executive Officer and approved by the Committee, each in its sole discretion, as eligible to participate in the Program. Participants shall be designated to participate in the Program prior to the commencement of each calendar year during the term of the Program; provided, however, that with respect to the initial grants under the Program, such designations shall be made no later than January 22, 2013. The designation of a Participant with respect to any year shall not entitle that person to be designated as a Participant with respect to any other year. The Chief Executive Officer and the Committee shall consider such factors as each deems pertinent in selecting and approving Participants. The Committee shall promptly provide to each person designated as a Participant written notice of his or her designation.

Article VI. Restricted Stock and RSU

6.01      Restricted Stock Awards. Each calendar year, each Participant designated for that year shall receive a grant of Restricted Stock, or, if applicable a grant of RSUs, with an aggregate Fair Market Value equal to a percentage of the Participant's annual base salary in effect on the Date of Grant. Unless otherwise determined by the Committee, the applicable percentage shall be thirty percent. The terms of all such Restricted Stock or RSU grants shall be set forth in an Award Agreement between the Company and the Participant which shall contain such forfeiture periods and conditions, restrictions and other provisions, not inconsistent with these rules, as shall be determined by the Committee.

(a)      Issuance of Restricted Stock. As soon as practicable after the Date of Grant of Restricted Stock, the Company shall cause to be transferred on the books of the Company shares of Common Stock, registered on behalf of the Participant, evidencing such Restricted Stock, but subject to forfeiture to the Company retroactive to the Date of Grant if an Award Agreement delivered to the Participant by the Company with respect to the Restricted Stock is not duly executed by the Participant and timely returned to the Company. Until the lapse or release of all restrictions applicable to an award of Restricted Stock, the stock certificates representing such Restricted Stock shall be held in custody by the Company or its designee. Common Stock underlying an RSU shall be issued upon the vesting of such RSU as provided herein and/or in the Award Agreement.

(b)      Common Stockholder Rights. Beginning on the Date of Grant of the Restricted Stock and subject to execution of the Award Agreement as provided in Section 6.01(a) of these rules, the Participant shall become a stockholder of the Company with respect to all Common Stock subject to the Award Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such Common Stock and the right to receive dividends or distributions, if any, paid with respect to such Common Stock; provided, however, that any Common Stock or cash distributed as a dividend or otherwise with respect to any Restricted Stock as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock and shall be held as prescribed in Section 6.01(a) of these rules. This provision shall not apply to RSUs.

(c)      Restriction on Transferability. None of the Restricted Stock nor any RSU may be assigned, transferred (other than by will or the laws of descent and distribution), pledged, sold or otherwise disposed of prior to lapse or release of the restrictions applicable





thereto.

(d)      Delivery of Common Stock Upon Release of Restrictions. Unless otherwise provided in the applicable Award Agreement, upon expiration or earlier termination of the Restricted Period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Stock or to the RSU shall lapse or vest, as the case may be. As promptly as administratively feasible thereafter, subject to the requirements of Section 7.02 of these rules, the Company shall deliver to the Participant, or, in the case of the Participant's death, to the Participant's legal representatives, one or more stock certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.
    
6.02 Terms of Restricted Stock and RSU.

(a)      Forfeiture of Restricted Stock. Subject to Section 6.02(e) of these rules, all Restricted Stock shall be forfeited and returned to the Company, and all RSU shall be deemed unvested and forfeited, and all rights of the Participant with respect to such Restricted Stock or RSU shall cease and terminate in their entirety if during the Restricted Period (i) the Participant transfers, sells or otherwise disposes of the Restricted Stock, (ii) as of the end of the applicable Performance Cycle, the Committee determines that the Company failed to achieve certain minimum Performance Goals during the Performance Cycle, or (iii) except as otherwise provided in Section 6.02(d) or upon a Change in Control, the employment of the Participant with the Company and its affiliates terminates for any reason.

(b)      Restricted Period . Unless the Committee, in its discretion, provides otherwise in the applicable Award Agreement, the Restricted Period for any grant of Restricted Stock or RSUs shall extend from the Date of Grant to the third anniversary of the Date of Grant; provided, however, that, subject to the Committee's discretion under Section 6.02(e), in no event shall the Restricted Period expire prior to the date that the Committee makes its determinations with respect to the Company's attainment of the applicable Performance Goals as described in Section 6.02(c).

(c)      Forfeiture Upon Failure to Attain Certain Performance Goals . If, as of the end of the Performance Cycle during the applicable Restricted Period, the Committee determines that the Company has achieved certain minimum Performance Goals for the Performance Cycle, a portion of the Restricted Stock (up to 100%) shall be forfeited (or, in the case of an RSU, a portion of the RSU award shall vest (up to 100%)) if the Committee determines that the Company's overall percentage attainment of the Performance Goals established for the Performance Cycle is less than 100%. In that event, a portion of the Restricted Stock shall be forfeited (or, in the case of RSU awards, a portion of the RSU award shall be deemed unvested) that is equal to (i) the aggregate number of shares of Restricted Stock or RSUs reduced by (ii) the aggregate number of shares of Restricted Stock or RSUs multiplied by the Company's percentage attainment (but not more than 100%) of the Performance Goals established for the Performance Cycle, as determined by the Committee (any fractional share resulting from this calculation shall be rounded up to the next whole share). Except as provided in Section 6.02(d), any Restricted Shares or RSUs which are not forfeited or which have vested under this Section 6.02(c) shall continue to be subject to the applicable restrictions for the remainder of the Restricted Period.

(d)      Death, Disability or Retirement Prior to Expiration of the Performance





Cycle . Unless otherwise provided in the applicable Award Agreement, in the event of the termination of a Participant's employment due to death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the retirement policy of the Company or its applicable subsidiaries prior to the expiration of the applicable Performance Cycle, the Participant (or the Participant's beneficiaries) shall continue to hold the Restricted Stock through the expiration of the applicable Performance Cycle. At that time, the restrictions shall lapse (or such RSU award shall vest) with respect to a portion of the Restricted Stock or RSUs equal to (i) the number of shares of Restricted Stock or number of RSUs that would not be subject to forfeiture or, in the case of RSUs, have vested under Section 6.02(a) or (c) had the Participant remained employed by the Company through the end of the Performance Cycle multiplied by (ii) a fraction, the numerator of which is the number of full months during which the Participant was employed by the Company from the beginning of the applicable Performance Cycle through the date of the Participant's termination of employment and the denominator of which is the total number of months in the Performance Cycle (any fractional share resulting from this calculation shall be rounded up to the next whole share). Any remaining shares of Restricted Stock (or unvested RSUs) shall be forfeited as of the end of the applicable Performance Cycle. If all of the Participant's Restricted Stock would be forfeited (or RSUs would be unvested) under Section 6.02(a) or (c), then all of the Participant's Restricted Stock or RSUs shall be forfeited as of the end of the applicable Performance Cycle.

(e)      Adjustment of Performance Cycle; Waiver of Restricted Period; Change in Control. Notwithstanding anything contained in this Article VI to the contrary, unless otherwise provided in the applicable Award Agreement, the Committee shall have discretion to adjust the applicable Performance Cycle or waive the Restricted Period or any other restrictions or conditions with respect to all or a portion of the Restricted Stock or RSUs as provided under Sections 7.02(b) and 8.02(e) of the Plan; provided, further, in the event of a Change in Control of the Company, restrictions on all Restricted Stock granted under the Program shall lapse and all unvested RSUs shall vest in their entirety immediately in accordance with Section 7.03 of the Plan.

Article VII. Miscellaneous

7.01 Limitations on Transfer. The rights and interest of a Participant under the Program may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of a Participant, only the Participant personally may exercise rights under the Program.

7.02 Taxes. The Company shall be entitled to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any Common Stock or RSUs issuable under the Program, or with respect to any income recognized upon the lapse of restrictions or vesting applicable to Restricted Stock or RSUs, and the Company may defer issuance of Common Stock hereunder until and unless indemnified to its satisfaction against any liability for any such tax. The amount of any withholding or tax payment shall be determined by the Committee or its delegate and shall be payable by the Participant at such time as the Committee determines. The Committee shall prescribe in each Award Agreement one or more methods by which the Participant will be permitted to satisfy his or her tax withholding obligation, which methods may include, without limitation, the payment of cash by the Participant to the Company and the withholding, at the appropriate time, of shares of Common Stock otherwise issuable to the Participant in a number sufficient, based upon the Fair Market Value (as such term is defined in the Plan) of such Common Stock, to satisfy such tax withholding requirements.






7.03 Legends. All certificates for Common Stock delivered under the Program shall be subject to such transfer restrictions set forth in these rules and such other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be endorsed on any such certificates making appropriate references to those restrictions.

7.04 Amendment and Termination. The Committee shall have complete power and authority to amend or terminate these rules at any time it is deemed necessary or appropriate. No termination or amendment of the Program may, without the consent of the Participant to whom any award shall previously have been granted under the Program, adversely affect the right of that individual under such award; provided, however, that the Committee may, in its sole discretion, make such provision in the Award Agreement for amendments which, in its sole discretion, it deems appropriate.





Exhibit 99.1
1049 Camino Dos Rios
Thousand Oaks, CA 91360-2362


NEWS RELEASE    

TELEDYNE TECHNOLOGIES REPORTS
FOURTH QUARTER RESULTS

THOUSAND OAKS, Calif. – January 24, 2013 – Teledyne Technologies Incorporated (NYSE:TDY)

All-time record quarterly sales of $567.4 million, an increase of 19.6% over 2011
All-time record quarterly earnings per share of $1.17, an increase of 18.2% over 2011
Fourth quarter organic sales growth of 5.1%
Record quarterly free cash flow of $99.6 million
Record full-year sales and earnings per share from continuing operations of $2,127.3 million and $4.33, respectively

Teledyne today reported fourth quarter 2012 sales of $567.4 million , compared with sales of $474.5 million for the fourth quarter of 2011, an increase of 19.6%. Net income from continuing operations was $43.9 million ($1.17 per diluted share) for fourth quarter of 2012, compared with net income from continuing operations of $36.8 million ($0.99 per diluted share) for the fourth quarter of 2011, an increase of 19.3%.  Net income attributable to Teledyne, including discontinued operations, was $46.2 million ($1.23 per diluted share) for the fourth quarter of 2012, compared with $36.8 million ($0.99 per diluted share) for the fourth quarter of 2011.

“We ended 2012 with a very strong quarter. Quarterly and full year sales and earnings per share were all at record levels,” said Robert Mehrabian, chairman, president and chief executive officer.  “Furthermore, organic revenue growth in the quarter was 5.1%, driven by a 21.9% increase in organic sales in our instrumentation segment.  Finally, fourth quarter free cash flow of nearly $100 million was also an all-time record. Throughout 2012, we accelerated our ongoing transformation into a higher technology company serving industrial growth markets. Despite continued economic and government funding uncertainty, we enter 2013 with the strength of our balanced business portfolio, which now has the greatest proportion of commercial and international sales in our history.”
Full Year 2012
Sales for 2012 were $2,127.3 million, compared with $1,941.9 million for 2011, an increase of 9.5%. Net income from continuing operations was $161.8 million ($4.33 per diluted share) for 2012, compared with net income from continuing operations of $142.1 million ($3.81 per diluted share) for 2011, an increase of 13.9%.  Net income for 2012 and 2011 also included net tax credits of $5.4 million and $2.4 million, respectively. Net income attributable to Teledyne, including discontinued operations, was $164.1 million ($4.39 per diluted share) for 2012 compared with $255.2 million ($6.84 per diluted share) for 2011. On April 19, 2011, Teledyne completed the sale of its piston engines businesses and recorded a gain on the sale of $113.8 million.


1



Review of Operations (Comparisons are with the fourth quarter of 2011, unless noted otherwise.)

Instrumentation
The Instrumentation segment’s fourth quarter 2012 sales were $232.6 million , compared with $148.9 million , an increase of 56.2% . Fourth quarter 2012 operating profit was $46.7 million , compared with operating profit of $28.2 million , an increase of 65.6% .

The fourth quarter 2012 sales increase primarily resulted from higher sales of marine and electronic test and measurement instrumentation. The higher sales of $35.3 million for marine instrumentation products reflected increased sales of geophysical sensors and interconnect systems used in offshore energy exploration and production, as well as marine survey systems and autonomous underwater vehicles. Sales of marine instrumentation included a total of $4.6 million in revenue from the August 2012 acquisition of the parent company of PDM Neptec Limited (“PDM Neptec”) and the July 2012 acquisition of BlueView Technologies Inc. (“BlueView”). Increased sales of $46.5 million for electronic test and measurement instrumentation resulted from the acquisition of LeCroy Corporation (“LeCroy”) in August 2012. Sales of environmental instrumentation increased $1.9 million. The increase in operating profit reflected the impact of higher sales and substantially greater operating margins for marine and environmental instrumentation.
  
Digital Imaging
The Digital Imaging segment’s fourth quarter 2012 sales were $102.7 million , compared with $92.5 million , an increase of 11.0% . Fourth quarter operating profit was $ 5.4 million , compared with operating profit of $ 2.3 million , an increase of 134.8%.

The 2012 sales increase primarily reflected $12.8 million in revenue from the April 2012 acquisition of a majority interest in the parent company of Optech Incorporated (“Optech”), greater sales of medical imaging sensors, partially offset by lower sales of industrial machine vision cameras and government funded research activities. The increase in operating profit resulted from improved operating margins throughout the segment and also included operating profit of $0.8 million from the Optech acquisition.
      
Aerospace and Defense Electronics
The Aerospace and Defense Electronics segment’s fourth quarter 2012 sales were $162.8 million , compared with $163.1 million , a decrease of 0.2% . Operating profit was $18.8 million for the fourth quarter of 2012, compared with operating profit of $23.1 million , a decrease of 18.6% .

The 2012 sales decrease reflected lower sales of $2.5 million for electronic manufacturing service products partially offset by higher sales of $0.7 million from avionics products and electronic relays, as well as greater sales of $1.5 million from microwave devices and interconnects, which included $4.7 million in revenue from the February 2012 acquisition of VariSystems Inc. Operating profit in 2012 reflected reduced margins, as well as $1.7 million of severance and relocation costs, within certain electronic manufacturing service businesses.

Engineered Systems
The Engineered Systems segment’s fourth quarter 2012 sales were $69.3 million , compared with $70.0 million , a decrease of 1.0% . Operating profit was $6.6 million for the fourth quarter 2012, compared with operating profit of $6.5 million , an increase of 1.5% .

The fourth quarter 2012 sales decrease reflected lower sales of $1.3 million from energy systems, mostly offset by higher sales for engineered products and services. Operating profit in the fourth quarter of 2012 increased slightly and reflected higher margins for energy systems.


2



Additional Financial Information

Cash Flow
Cash provided by operating activities was $121.9 million for the fourth quarter of 2012, compared with $79.8 million . The higher cash provided by operating activities in the fourth quarter of 2012 reflected the impact of higher net income and lower income tax payments. Free cash flow (cash provided by operating activities less capital expenditures) was $99.6 million for the fourth quarter of 2012, compared with $65.7 million and reflected higher cash provided by operating activities, which reflected the impact of higher net income and lower income tax payments, partially offset by higher capital expenditures. At December 30, 2012, total debt was $558.2 million , which included $250.0 million in senior notes, $79.1 million drawn on the $550.0 million credit facility, $200.0 million in term loans, $14.8 million in other debt and $14.3 million in capital lease obligations. On October 22, 2012, Teledyne entered into $200.0 million of term loans with a maturity date of October 22, 2015. The proceeds were applied against our credit facility. In the first quarter of 2013, the company made an $83.0 million pretax cash contribution to its domestic pension plan. Cash and cash equivalents were $45.8 million at December 30, 2012. The company received $7.7 million from the exercise of employee stock options in the fourth quarter of 2012, compared with $3.9 million . Capital expenditures for the fourth quarter of 2012 were $22.3 million , compared with $14.1 million . Depreciation and amortization expense for the fourth quarter of 2012 was $21.9 million, compared with $16.8 million .


Free Cash Flow(a)
 
 
Fourth
 
 
Fourth
 
 
Total
 
 
Total
 
 
 
 
Quarter
 
 
Quarter
 
 
Year
 
 
Year
 
(in millions, brackets indicate use of funds)
 
 
2012
 
 
2011
 
 
2012
 
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash provided by operating activities from continuing operations
 
$
121.9

 
$
79.8

 
$
189.5
 
 
$
219.5
 
 
 
Capital expenditures for property, plant and equipment
 
 
(22.3
)
 
 
(14.1
)
 
 
(65.3
)
 
 
(41.7
)
 
 
Free cash flow
 
 
99.6

 
 
65.7

 
 
124.2
 
 
 
177.8
 
 
 
Pension contributions, net of tax (b)
 
 

 
 

 
 
60.3
 
 
 
44.0
 
 
 
Adjusted free cash flow
 
$
99.6

 
$
65.7

 
$
184.5
 
 
$
221.8
 
 
 
(a)
The company defines free cash flow as cash provided by operating activities from continuing operations (a measure prescribed by generally accepted accounting principles) less capital expenditures for property, plant and equipment. Adjusted free cash flow eliminates the impact of pension contributions on a net of tax basis. The company believes that this supplemental non-GAAP information is useful to assist management and the investment community in analyzing the company’s ability to generate cash flow, including the impact of voluntary and required pension contributions.
(b)    The domestic pension cash contributions were voluntary.     


Pension
Pension expense was $1.6 million for the fourth quarter of 2012 compared with $1.5 million . Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards (“CAS”) was $3.7 million for the fourth quarter of 2012 compared with $3.7 million .

Income Taxes
The effective tax rate for the fourth quarter of 2012 was 29.4% compared with 31.0%. The decrease reflected $1.1 million in net tax benefits in the fourth quarter of 2012, primarily due to the expiration of the statute of limitations. Excluding this amount, the effective tax rate for the fourth quarter of 2012 would have been 31.1%. Excluding any tax credits and other adjustments, the effective tax rate was 31.0% for fiscal year 2012.


3



Stock Option Compensation Expense
For the fourth quarter of 2012, the company recorded a total of $2.1 million in stock option expense, of which $0.6 million was recorded as corporate expense and $1.5 million was recorded in the operating segment results. For the fourth quarter of 2011, the company recorded a total of $1.5 million in stock option expense, of which $0.6 million was recorded as corporate expense and $0.9 million was recorded in the operating segment results. The lower amount in 2011 primarily reflected the absence of employee stock option grants in 2009.

Other
Interest expense, net of interest income, was $5.2 million for the fourth quarter of 2012, compared with $3.8 million , and reflected higher debt levels. Corporate expense was $9.9 million for the fourth quarter of 2012, compared with $6.3 million and reflected compensation accruals and higher professional fees expense. Other income and expense reflected income of $0.7 million for the fourth quarter of 2012, compared with income of $3.1 million . Other income and expense for the fourth quarter of 2011 included income of $2.3 million related to the reduction of an environmental reserve no longer needed. The fourth quarter of 2012 includes income of $2.3 million from discontinued operations related to the finalization of income tax benefits on the sale of the piston engines businesses.

Outlook
Based on its current outlook, the company’s management believes that first quarter 2013 earnings per diluted share will be in the range of approximately $0.97 to $1.00. The full year 2013 earnings per diluted share is expected to be in the range of approximately $4.42 to $4.46.

In the first half of 2013, the company expects additional severance and relocation costs associated with certain electronic manufacturing services businesses. The company’s effective tax rate for 2013 is expected to be 31.0%, excluding retroactive adjustments. For the company's domestic pension plan, the assumed discount rate for 2013 will decrease to 4.40% from 5.50%.


Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities, product sales, capital expenditures, pension matters, stock option compensation expense, interest expense, severance and relocation costs, taxes, and strategic plans. 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. All statements made in this press release that are not historical in nature should be considered forward-looking.

Actual results could differ materially from these forward-looking statements. Many factors could change the anticipated results, including: disruptions in the global economy; changes in demand for products sold to the defense electronics, instrumentation, digital imaging, energy exploration and production, commercial aviation, semiconductor and communications markets; funding, continuation and award of government programs; and cuts to defense spending resulting from future deficit reduction measures and including potential automatic cuts to defense spending that have been triggered by the Budget Control Act of 2011. Increasing fuel costs could negatively affect the markets of our commercial aviation businesses. Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production, including with respect to hydraulic fracturing, could negatively affect the company’s businesses that supply the oil and gas industry. In addition, financial market fluctuations affect the value of the company’s pension assets.


4



Changes in the policies of U.S. and foreign governments could result, over time, in reductions and realignment in defense or other government spending and further changes in programs in which the company participates.

While the company’s growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain customers and achieve identified financial and operating synergies. There are additional risks associated with acquiring, owning and operating businesses internationally, including those arising from U.S. and foreign policy changes and exchange rate fluctuations.

While the company believes its internal and disclosure control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and may not be detected.

Readers are urged to read the company’s periodic reports filed with the Securities and Exchange Commission (“SEC”) for a more complete description of the company, its businesses, its strategies and the various risks that the company faces. Various risks are identified in Teledyne’s 2011 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers, particularly those interested in investing in Teledyne, should read these risk factors. The company assumes no duty to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise.

A live webcast of Teledyne’s fourth quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Thursday, January 24, 2013. To access the call, go to www.earnings.com or www.teledyne.com approximately ten minutes before the scheduled start time. A replay will also be available for one month at these same sites starting at 12:00 p.m. (Eastern) on Thursday, January 24, 2013.


Investor Contact:
Jason VanWees
 
(805) 373-4542
 
 
Media Contact:
Robyn McGowan
 
(805) 373-4540


5



TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FOURTH QUARTER AND TWELVE MONTHS ENDED
DECEMBER 30, 2012 AND JANUARY 1, 2012
(Unaudited, - in millions, except per share amounts)

 
 
Fourth
 
Fourth
 
Twelve
 
Twelve
 
 
Quarter
 
Quarter
 
Months
 
Months
 
 
2012
 
2011
 
2012
 
2011
Net sales
 
$
567.4

 
$
474.5

 
$
2,127.3

 
$
1,941.9

Costs and expenses:
 
 
 
 
 
 
 
 
Costs of sales
 
359.0

 
315.7

 
1,379.1

 
1,290.7

Selling, general and administrative expenses
 
140.8

 
105.0

 
505.1

 
424.0

Total costs and expenses
 
499.8

 
420.7

 
1,884.2

 
1,714.7

Income before other income and income taxes
 
67.6

 
53.8

 
243.1

 
227.2

Other income, net
 
0.7

 
3.1

 
2.9

 
0.6

Interest and debt expense, net
 
(5.2
)
 
(3.8
)
 
(17.8
)
 
(16.2
)
Income from continuing operations before income taxes
 
63.1

 
53.1

 
228.2

 
211.6

Provision for income taxes
 
18.6

 
16.4

 
65.4

 
69.5

Net income from continuing operations including noncontrolling interest
 
44.5

 
36.7

 
162.8

 
142.1

Discontinued operations
 
2.3

 

 
2.3

 
113.1

Net income
 
46.8

 
36.7

 
165.1

 
255.2

Less: Net (income) loss attributable to noncontrolling interest
 
(0.6
)
 
0.1

 
(1.0
)
 

Net income attributable to Teledyne
 
$
46.2

 
$
36.8

 
$
164.1

 
$
255.2

 
 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
 
Continuing operations (a)
 
$
1.17

 
$
0.99

 
$
4.33

 
$
3.81

Discontinued operations
 
0.06

 

 
0.06

 
3.03

Net income attributable to Teledyne
 
$
1.23

 
$
0.99

 
$
4.39

 
$
6.84

Weighted average diluted common shares outstanding
 
37.6

 
37.3

 
37.4

 
37.3

(a) Excluding noncontrolling interest






TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE FOURTH QUARTER AND TWELVE MONTHS ENDED
DECEMBER 30, 2012 AND JANUARY 1, 2012
(Unaudited, - in millions)
 
 
Fourth
 
Fourth
 
 
 
Twelve
 
Twelve
 
 
 
 
Quarter
 
Quarter
 
 
 
Months
 
Months
 
 
 
 
2012
 
2011
 
% Change
 
2012
 
2011
 
% Change
Net sales:
 
 
 
 
 
 
 
 
 
 
 
 
Instrumentation
 
$
232.6

 
$
148.9

 
56.2
 %
 
$
749.4

 
$
616.6

 
21.5
 %
Digital Imaging
 
102.7

 
92.5

 
11.0
 %
 
415.9

 
349.9

 
18.9
 %
Aerospace and Defense Electronics
 
162.8

 
163.1

 
(0.2
)%
 
660.6

 
670.8

 
(1.5
)%
Engineered Systems
 
69.3

 
70.0

 
(1.0
)%
 
301.4

 
304.6

 
(1.1
)%
Total net sales
 
$
567.4

 
$
474.5

 
19.6
 %
 
$
2,127.3

 
$
1,941.9

 
9.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit and other segment income:
 
 
 
 
 
 
 
 
 
 
 
 
Instrumentation
 
$
46.7

 
$
28.2

 
65.6
 %
 
$
136.2

 
$
122.8

 
10.9
 %
Digital Imaging
 
5.4

 
2.3

 
134.8
 %
 
24.8

 
16.1

 
54.0
 %
Aerospace and Defense Electronics
 
18.8

 
23.1

 
(18.6
)%
 
90.3

 
93.9

 
(3.8
)%
Engineered Systems
 
6.6

 
6.5

 
1.5
 %
 
28.5

 
28.1

 
1.4
 %
Segment operating profit and other
    segment income
 
77.5

 
60.1

 
29.0
 %
 
279.8

 
260.9

 
7.2
 %
Corporate expense
 
(9.9
)
 
(6.3
)
 
57.1
 %
 
(36.7
)
 
(33.7
)
 
8.9
 %
Other income, net
 
0.7

 
3.1

 
(77.4
)%
 
2.9

 
0.6

 
*
Interest and debt expense, net
 
(5.2
)
 
(3.8
)
 
36.8
 %
 
(17.8
)
 
(16.2
)
 
9.9
 %
Income from continuing operations before income taxes
 
63.1

 
53.1

 
18.8
 %
 
228.2

 
211.6

 
7.8
 %
Provision for income taxes
 
18.6

 
16.4

 
13.4
 %
 
65.4

 
69.5

 
(5.9
)%
Net income from continuing operations
   including noncontrolling interest
 
44.5

 
36.7

 
21.3
 %
 
162.8

 
142.1

 
14.6
 %
Discontinued operations
 
2.3

 

 
*
 
2.3

 
113.1

 
*
 Net income
 
46.8

 
36.7

 
27.5
 %
 
165.1

 
255.2

 
(35.3
)%
Less: Net (income) loss attributable to
    noncontrolling interest
 
(0.6
)
 
0.1

 
*
 
(1.0
)
 

 
*
 Net income attributable to Teledyne
 
$
46.2

 
$
36.8

 
25.5
 %
 
$
164.1

 
$
255.2

 
(35.7
)%

* percentage change not meaningful









TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Current period unaudited – in millions)
 
 
December 30, 2012
 
January 1, 2012
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
Cash and cash equivalents
 
$
45.8

 
$
49.4

 
Accounts receivable, net
 
350.3

 
270.0

 
Inventories, net
 
281.2

 
219.4

 
Deferred income taxes, net
 
41.0

 
35.1

 
Prepaid expenses and other assets
 
27.7

 
28.8

 
Total current assets
 
746.0

 
602.7

 
 
 
 
 
 
 
Property, plant and equipment, net
 
349.5

 
254.6

 
Goodwill and acquired intangible assets, net
 
1,255.9

 
899.2

 
Other assets, net
 
56.3

 
69.6

 
Total assets
 
$
2,407.7

 
$
1,826.1

 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
Accounts payable
 
$
148.6

 
$
102.0

 
Accrued liabilities
 
257.8

 
230.8

 
Current portion of long-term debt and capital leases
 
2.0

 
1.4

 
Total current liabilities
 
408.4

 
334.2

 
 
 
 
 
 
 
Long-term debt and capital lease obligations
 
556.2

 
311.4

 
Other long-term liabilities
 
237.6

 
196.4

 
Total liabilities
 
1,202.2

 
842.0

 
Total stockholders’ equity
 
1,205.5

 
984.1

 
 
 
 
 
 
 
Total liabilities and stockholders’ equity
 
$
2,407.7

 
$
1,826.1