ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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25-1843385
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1049 Camino Dos Rios
Thousand Oaks, California
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91360-2362
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Class
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Outstanding at July 25, 2014
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Common Stock, $.01 par value per share
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37,529,806 shares
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PAGE
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Part I
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Part II
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32
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33
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Second Quarter
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Six Months
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||||||||||||
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2014
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2013
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2014
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2013
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||||||||
Net sales
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$
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597.1
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$
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601.0
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$
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1,170.6
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$
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1,170.4
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Costs and expenses
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||||||||
Cost of sales
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368.4
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383.6
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720.1
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749.0
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Selling, general and administrative expenses
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154.4
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152.5
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310.2
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297.6
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Total costs and expenses
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522.8
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536.1
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1,030.3
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1,046.6
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Operating income
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74.3
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64.9
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140.3
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123.8
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Other income/(expense), net
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8.2
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—
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8.8
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(0.5
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)
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||||
Interest and debt expense, net
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(4.6
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)
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(5.1
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)
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(9.3
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)
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(10.5
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)
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||||
Income before income taxes
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77.9
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59.8
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139.8
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112.8
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Provision for income taxes
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22.1
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16.5
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38.0
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29.7
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Net income
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55.8
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43.3
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101.8
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83.1
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Noncontrolling interest
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0.3
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(0.4
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)
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0.1
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0.2
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Net income attributable to Teledyne
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$
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56.1
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$
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42.9
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$
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101.9
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$
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83.3
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Basic earnings per common share
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$
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1.50
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$
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1.15
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$
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2.72
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$
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2.24
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Weighted average common shares outstanding
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37.4
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37.3
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37.5
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37.2
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Diluted earnings per common share
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$
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1.47
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$
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1.13
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$
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2.67
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$
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2.20
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Weighted average diluted common shares outstanding
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38.1
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38.0
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38.2
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37.9
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Second Quarter
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Six Months
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2014
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2013
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2014
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2013
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Net income
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$
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55.8
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$
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43.3
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$
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101.8
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$
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83.1
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Other comprehensive income (loss):
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||||||||
Foreign exchange translation adjustment
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16.5
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(10.6
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)
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7.1
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(29.4
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)
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Hedge activity and interest rate swap, net of tax
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2.5
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(0.9
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)
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1.5
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(1.8
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)
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Pension and postretirement benefit adjustments, net of tax
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2.0
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10.9
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4.9
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11.1
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Other comprehensive income (loss)
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21.0
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(0.6
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)
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13.5
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(20.1
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)
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Comprehensive income
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76.8
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42.7
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115.3
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63.0
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Noncontrolling interest
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0.3
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(0.4
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)
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0.1
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0.2
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Comprehensive income attributable to Teledyne
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$
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77.1
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$
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42.3
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$
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115.4
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$
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63.2
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June 29, 2014
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December 29, 2013
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Assets
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Current Assets
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Cash and cash equivalents
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$
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103.4
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$
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66.0
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Accounts receivable, net
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376.3
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378.0
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Inventories, net
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318.1
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294.3
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Prepaid expenses and other current assets
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60.7
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60.8
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Total current assets
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858.5
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799.1
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Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $396.2 at June 29, 2014 and $367.0 at December 29, 2013
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346.5
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357.7
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Goodwill, net
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1,042.8
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1,037.8
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Acquired intangibles, net
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258.4
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270.9
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Prepaid pension assets
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232.7
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222.0
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Other assets, net
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67.3
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63.6
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Total Assets
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$
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2,806.2
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$
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2,751.1
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Liabilities and Stockholders’ Equity
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Current Liabilities
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Accounts payable
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$
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149.7
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$
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147.5
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Accrued liabilities
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258.7
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267.1
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Current portion of long-term debt and capital leases
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7.5
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3.5
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Total current liabilities
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415.9
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418.1
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Long-term debt and capital leases
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501.7
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549.0
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Other long-term liabilities
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263.7
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265.3
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Total Liabilities
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1,181.3
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1,232.4
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||
Stockholders’ Equity
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Preferred stock, $0.01 par value; outstanding shares - none
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—
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—
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Common stock, $0.01 par value; authorized 125 million shares; issued shares:
37,697,865 at
June 29, 2014 and 37,571,182 at December 29, 2013. Outstanding shares;
37,557,095
at June 29, 2014 and 37,571,182 at December 29, 2013
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0.4
|
|
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0.4
|
|
||
Additional paid-in capital
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333.0
|
|
|
328.8
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||
Retained earnings
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1,409.9
|
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1,308.0
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Treasury stock
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(13.5
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(152.0
|
)
|
|
(165.5
|
)
|
||
Total Teledyne Stockholders’ Equity
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1,577.8
|
|
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1,471.7
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Noncontrolling interest
|
47.1
|
|
|
47.0
|
|
||
Total Stockholders’ Equity
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1,624.9
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|
|
1,518.7
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||
Total Liabilities and Stockholders’ Equity
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$
|
2,806.2
|
|
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$
|
2,751.1
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|
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Six Months
|
||||||
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2014
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|
2013
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
101.8
|
|
|
$
|
83.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
46.6
|
|
|
44.0
|
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||
Deferred income taxes
|
3.4
|
|
|
21.5
|
|
||
Stock option expense
|
6.2
|
|
|
4.6
|
|
||
Excess income tax benefits from stock options exercised
|
(4.0
|
)
|
|
(2.7
|
)
|
||
Changes in operating assets and liabilities, excluding the effect of businesses acquired:
|
|
|
|
||||
Accounts receivable
|
3.5
|
|
|
15.0
|
|
||
Inventories
|
(22.5
|
)
|
|
(8.0
|
)
|
||
Prepaid expenses and other assets
|
0.5
|
|
|
5.6
|
|
||
Accounts payable
|
1.6
|
|
|
1.4
|
|
||
Accrued liabilities
|
(10.2
|
)
|
|
(10.2
|
)
|
||
Income taxes payable, net
|
4.6
|
|
|
(11.7
|
)
|
||
Long-term assets
|
(4.1
|
)
|
|
(3.8
|
)
|
||
Other long-term liabilities
|
(0.3
|
)
|
|
2.2
|
|
||
Accrued pension obligation
|
(8.7
|
)
|
|
(82.5
|
)
|
||
Accrued postretirement benefits
|
0.1
|
|
|
(0.5
|
)
|
||
Other operating, net
|
1.9
|
|
|
(1.9
|
)
|
||
Net cash provided by operating activities
|
120.4
|
|
|
56.1
|
|
||
Investing Activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(20.6
|
)
|
|
(36.3
|
)
|
||
Purchase of businesses and other investments
|
(2.9
|
)
|
|
(73.7
|
)
|
||
Proceeds from the disposal of fixed assets
|
0.3
|
|
|
0.1
|
|
||
Net cash used by investing activities
|
(23.2
|
)
|
|
(109.9
|
)
|
||
Financing Activities
|
|
|
|
||||
Net proceeds from (repayments of) debt
|
(42.9
|
)
|
|
69.9
|
|
||
Proceeds from exercise of stock options
|
13.2
|
|
|
7.2
|
|
||
Purchase of treasury stock
|
(35.6
|
)
|
|
—
|
|
||
Excess income tax benefits from stock options exercised
|
4.0
|
|
|
2.7
|
|
||
Issuance of cash flow hedges
|
1.5
|
|
|
(1.7
|
)
|
||
Net cash provided (used) by financing activities
|
(59.8
|
)
|
|
78.1
|
|
||
Increase in cash and cash equivalents
|
37.4
|
|
|
24.3
|
|
||
Cash and cash equivalents—beginning of period
|
66.0
|
|
|
45.8
|
|
||
Cash and cash equivalents—end of period
|
$
|
103.4
|
|
|
$
|
70.1
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Pension and Postretirement Benefits
|
|
Total
|
||||||||
Balance as of March 30, 2014
|
$
|
(41.8
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(126.9
|
)
|
|
$
|
(173.0
|
)
|
Other comprehensive income before reclassifications
|
16.5
|
|
|
1.8
|
|
|
—
|
|
|
18.3
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
0.7
|
|
|
2.0
|
|
|
2.7
|
|
||||
Net other comprehensive income
|
16.5
|
|
|
2.5
|
|
|
2.0
|
|
|
21.0
|
|
||||
Balance as of June 29, 2014
|
$
|
(25.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(124.9
|
)
|
|
$
|
(152.0
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Pension and Postretirement Benefits
|
|
Total
|
||||||||
Balance as of March 31, 2013
|
$
|
(36.0
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(254.1
|
)
|
|
$
|
(292.9
|
)
|
Other comprehensive loss before reclassifications
|
(10.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(11.7
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
0.2
|
|
|
10.9
|
|
|
11.1
|
|
||||
Net other comprehensive income (loss)
|
(10.6
|
)
|
|
(0.9
|
)
|
|
10.9
|
|
|
(0.6
|
)
|
||||
Balance as of June 30, 2013
|
$
|
(46.6
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(243.2
|
)
|
|
$
|
(293.5
|
)
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Pension and Postretirement Benefits
|
|
Total
|
||||||||
Balance as of December 29, 2013
|
$
|
(32.4
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(129.8
|
)
|
|
$
|
(165.5
|
)
|
Other comprehensive income before reclassifications
|
7.1
|
|
|
0.2
|
|
|
—
|
|
|
7.3
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
1.3
|
|
|
4.9
|
|
|
6.2
|
|
||||
Net other comprehensive income
|
7.1
|
|
|
1.5
|
|
|
4.9
|
|
|
13.5
|
|
||||
Balance as of June 29, 2014
|
$
|
(25.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(124.9
|
)
|
|
$
|
(152.0
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Pension and Postretirement Benefits
|
|
Total
|
||||||||
Balance as of December 30, 2012
|
$
|
(17.2
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(254.3
|
)
|
|
$
|
(273.4
|
)
|
Other comprehensive income (loss) before reclassifications
|
(29.4
|
)
|
|
(2.1
|
)
|
|
0.2
|
|
|
(31.3
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
0.3
|
|
|
10.9
|
|
|
11.2
|
|
||||
Net other comprehensive income (loss)
|
(29.4
|
)
|
|
(1.8
|
)
|
|
11.1
|
|
|
(20.1
|
)
|
||||
Balance as of June 30, 2013
|
$
|
(46.6
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(243.2
|
)
|
|
$
|
(293.5
|
)
|
|
Amount Reclassified from AOCI Three Months Ended
|
|
Amount Reclassified from AOCI Six Months Ended
|
Statement of Income
|
||||
|
June 29, 2014
|
|
June 29, 2014
|
Presentation
|
||||
Loss on cash flow hedges:
|
|
|
|
|
||||
Loss recognized in income on derivatives
|
$
|
0.9
|
|
|
$
|
1.8
|
|
Other expense
|
Income tax benefit
|
(0.2
|
)
|
|
(0.5
|
)
|
Income tax benefit
|
||
Total
|
$
|
0.7
|
|
|
$
|
1.3
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension and postretirement plan items:
|
|
|
|
|
||||
Amortization of prior service cost
|
$
|
(1.1
|
)
|
|
$
|
(2.2
|
)
|
Pension expense
|
Amortization of net actuarial loss
|
4.3
|
|
|
10.2
|
|
Pension expense
|
||
Total before tax
|
3.2
|
|
|
8.0
|
|
|
||
Income tax benefit
|
(1.2
|
)
|
|
(3.1
|
)
|
Income tax benefit
|
||
Total
|
$
|
2.0
|
|
|
$
|
4.9
|
|
|
|
Amount Reclassified from AOCI Three Months Ended
|
|
Amount Reclassified from AOCI Six Months Ended
|
Statement of Income
|
||||
|
June 30, 2013
|
|
June 30, 2013
|
Presentation
|
||||
Loss on cash flow hedges:
|
|
|
|
|
||||
Loss recognized in income on derivatives
|
$
|
0.2
|
|
|
$
|
0.4
|
|
Other expense
|
Income tax benefit
|
—
|
|
|
(0.1
|
)
|
Income tax benefit
|
||
Total
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension and postretirement plan items:
|
|
|
|
|
||||
Amortization of prior service cost
|
(2.6
|
)
|
|
(2.6
|
)
|
Pension expense
|
||
Amortization of net actuarial loss
|
20.3
|
|
|
20.3
|
|
Pension expense
|
||
Total before tax
|
17.7
|
|
|
17.7
|
|
|
||
Income tax benefit
|
(6.8
|
)
|
|
(6.8
|
)
|
Income tax benefit
|
||
Total
|
$
|
10.9
|
|
|
$
|
10.9
|
|
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss) recognized in AOCI (a)
|
$
|
2.3
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.2
|
|
|
$
|
(2.7
|
)
|
Net loss reclassified from AOCI into cost of sales (a)
|
$
|
(0.9
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(0.3
|
)
|
Net foreign exchange gain recognized in other income and expense (b)
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
Asset/(Liability) Derivatives
|
Balance sheet location
|
|
June 29, 2014
|
|
December 29, 2013
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Cash flow forward contracts
|
Other assets
|
|
$
|
1.3
|
|
|
$
|
—
|
|
Cash flow forward contracts
|
Accrued liabilities
|
|
(0.5
|
)
|
|
(1.2
|
)
|
||
Total derivatives designated as hedging instruments
|
|
|
0.8
|
|
|
(1.2
|
)
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Non-designated forward contracts
|
Other current assets
|
|
0.8
|
|
|
0.2
|
|
||
Non-designated forward contracts
|
Accrued liabilities
|
|
(0.3
|
)
|
|
(0.9
|
)
|
||
Total derivatives not designated as hedging instruments
|
|
|
0.5
|
|
|
(0.7
|
)
|
||
Total asset (liability) derivatives
|
|
|
$
|
1.3
|
|
|
$
|
(1.9
|
)
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income attributable to Teledyne
|
$
|
56.1
|
|
|
$
|
42.9
|
|
|
$
|
101.9
|
|
|
$
|
83.3
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
37.4
|
|
|
37.3
|
|
|
37.5
|
|
|
37.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
1.50
|
|
|
$
|
1.15
|
|
|
$
|
2.72
|
|
|
$
|
2.24
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
37.4
|
|
|
37.3
|
|
|
37.5
|
|
|
37.2
|
|
||||
Dilutive effect of exercise of options outstanding
|
0.7
|
|
|
0.7
|
|
|
0.7
|
|
|
0.7
|
|
||||
Weighted average diluted common shares outstanding
|
38.1
|
|
|
38.0
|
|
|
38.2
|
|
|
37.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
$
|
1.47
|
|
|
$
|
1.13
|
|
|
$
|
2.67
|
|
|
$
|
2.20
|
|
|
2014
|
|
2013
|
||
Expected dividend yield
|
—
|
|
|
—
|
|
Expected volatility
|
30.7
|
%
|
|
31.9
|
%
|
Risk-free interest rate
|
1.7
|
%
|
|
0.9
|
%
|
Expected life in years
|
7.4
|
|
|
7.3
|
|
Balance at
|
June 29, 2014
|
|
December 29, 2013
|
||||
Raw materials and supplies
|
$
|
138.2
|
|
|
$
|
130.7
|
|
Work in process
|
162.1
|
|
|
151.5
|
|
||
Finished goods
|
44.9
|
|
|
41.4
|
|
||
|
345.2
|
|
|
323.6
|
|
||
Progress payments
|
(10.2
|
)
|
|
(12.7
|
)
|
||
LIFO reserve
|
(16.9
|
)
|
|
(16.6
|
)
|
||
Total inventories, net
|
$
|
318.1
|
|
|
$
|
294.3
|
|
Balance sheet items
|
Balance sheet location
|
|
June 29, 2014
|
|
December 29, 2013
|
||||
Deferred tax assets
|
Prepaid expenses and other current assets
|
|
$
|
31.7
|
|
|
$
|
31.9
|
|
Deferred compensation assets
|
Other assets, net
|
|
$
|
49.0
|
|
|
$
|
44.7
|
|
Salaries and wages
|
Accrued liabilities
|
|
$
|
95.6
|
|
|
$
|
103.2
|
|
Customer deposits and credits
|
Accrued liabilities
|
|
$
|
60.8
|
|
|
$
|
55.6
|
|
Deferred compensation liabilities
|
Other long-term liabilities
|
|
$
|
46.0
|
|
|
$
|
43.1
|
|
Deferred income taxes
|
Other long-term liabilities
|
|
$
|
116.1
|
|
|
$
|
112.3
|
|
|
Six Months
|
||||||
|
2014
|
|
2013
|
||||
Balance at beginning of year
|
$
|
17.3
|
|
|
$
|
17.8
|
|
Accruals for product warranties charged to expense
|
1.6
|
|
|
4.5
|
|
||
Cost of product warranty claims
|
(2.6
|
)
|
|
(2.8
|
)
|
||
Acquisitions
|
0.1
|
|
|
0.2
|
|
||
Balance at end of period
|
$
|
16.4
|
|
|
$
|
19.7
|
|
Balance at
|
June 29, 2014
|
|
December 29, 2013
|
||||
4.04% Notes due September 2015
|
$
|
75.0
|
|
|
$
|
75.0
|
|
4.74% Notes due September 2017
|
100.0
|
|
|
100.0
|
|
||
5.30% Notes due September 2020
|
75.0
|
|
|
75.0
|
|
||
Term loans due through March 2019, weighted average rate of 1.28% at June 29, 2014 and 1.29% at December 29, 2013
|
200.0
|
|
|
200.0
|
|
||
Other debt at various rates due through 2031
|
17.3
|
|
|
16.0
|
|
||
$750.0 million revolving credit facility due March 2018, weighted average rate of 1.23% at June 29, 2014 and 1.26% at December 29, 2013
|
30.0
|
|
|
74.2
|
|
||
Total debt
|
497.3
|
|
|
540.2
|
|
||
Less: current portion of long-term debt
|
(6.1
|
)
|
|
(2.1
|
)
|
||
Total long-term debt
|
$
|
491.2
|
|
|
$
|
538.1
|
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
Pension Benefits
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Service cost — benefits earned during the period
|
$
|
3.1
|
|
|
$
|
3.8
|
|
|
$
|
6.2
|
|
|
$
|
7.6
|
|
Interest cost on benefit obligation
|
10.6
|
|
|
9.5
|
|
|
21.3
|
|
|
19.1
|
|
||||
Expected return on plan assets
|
(19.1
|
)
|
|
(18.0
|
)
|
|
(38.2
|
)
|
|
(36.1
|
)
|
||||
Amortization of prior service cost
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(2.3
|
)
|
|
(2.3
|
)
|
||||
Amortization of net actuarial loss
|
6.1
|
|
|
10.2
|
|
|
12.3
|
|
|
20.4
|
|
||||
Net (income)/expense
|
$
|
(0.4
|
)
|
|
$
|
4.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
8.7
|
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
Postretirement Benefits
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest cost on benefit obligation
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Amortization of prior service cost
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Amortization of net actuarial gain
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||
Net income
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
Second Quarter
|
|
%
|
|
Six Months
|
|
%
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Instrumentation
|
$
|
276.6
|
|
|
$
|
257.7
|
|
|
7.3
|
%
|
|
$
|
535.5
|
|
|
$
|
490.4
|
|
|
9.2
|
%
|
Digital Imaging
|
103.7
|
|
|
104.3
|
|
|
(0.6
|
)%
|
|
205.6
|
|
|
206.7
|
|
|
(0.5
|
)%
|
||||
Aerospace and Defense Electronics
|
152.2
|
|
|
169.5
|
|
|
(10.2
|
)%
|
|
305.5
|
|
|
332.6
|
|
|
(8.1
|
)%
|
||||
Engineered Systems
|
64.6
|
|
|
69.5
|
|
|
(7.1
|
)%
|
|
124.0
|
|
|
140.7
|
|
|
(11.9
|
)%
|
||||
Total net sales
|
$
|
597.1
|
|
|
$
|
601.0
|
|
|
(0.6
|
)%
|
|
$
|
1,170.6
|
|
|
$
|
1,170.4
|
|
|
—
|
%
|
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Instrumentation
|
$
|
43.8
|
|
|
$
|
41.1
|
|
|
6.6
|
%
|
|
$
|
81.3
|
|
|
$
|
77.7
|
|
|
4.6
|
%
|
Digital Imaging
|
11.7
|
|
|
7.9
|
|
|
48.1
|
%
|
|
21.4
|
|
|
13.1
|
|
|
63.4
|
%
|
||||
Aerospace and Defense Electronics
|
22.9
|
|
|
20.6
|
|
|
11.2
|
%
|
|
46.7
|
|
|
40.8
|
|
|
14.5
|
%
|
||||
Engineered Systems
|
6.8
|
|
|
5.7
|
|
|
19.3
|
%
|
|
12.9
|
|
|
12.1
|
|
|
6.6
|
%
|
||||
Segment operating profit
|
85.2
|
|
|
75.3
|
|
|
13.1
|
%
|
|
162.3
|
|
|
143.7
|
|
|
12.9
|
%
|
||||
Corporate expense
|
(10.9
|
)
|
|
(10.4
|
)
|
|
4.8
|
%
|
|
(22.0
|
)
|
|
(19.9
|
)
|
|
10.6
|
%
|
||||
Operating income
|
74.3
|
|
|
64.9
|
|
|
14.5
|
%
|
|
140.3
|
|
|
123.8
|
|
|
13.3
|
%
|
||||
Other income/(expense), net
|
8.2
|
|
|
—
|
|
|
*
|
|
8.8
|
|
|
(0.5
|
)
|
|
*
|
||||||
Interest and debt expense, net
|
(4.6
|
)
|
|
(5.1
|
)
|
|
(9.8
|
)%
|
|
(9.3
|
)
|
|
(10.5
|
)
|
|
(11.4
|
)%
|
||||
Income before income taxes
|
77.9
|
|
|
59.8
|
|
|
30.3
|
%
|
|
139.8
|
|
|
112.8
|
|
|
23.9
|
%
|
||||
Provision for income taxes
|
22.1
|
|
|
16.5
|
|
|
33.9
|
%
|
|
38.0
|
|
|
29.7
|
|
|
27.9
|
%
|
||||
Net income
|
55.8
|
|
|
43.3
|
|
|
28.9
|
%
|
|
101.8
|
|
|
83.1
|
|
|
22.5
|
%
|
||||
Noncontrolling interest
|
0.3
|
|
|
(0.4
|
)
|
|
*
|
|
0.1
|
|
|
0.2
|
|
|
(50.0
|
)%
|
|||||
Net income attributable to Teledyne
|
$
|
56.1
|
|
|
$
|
42.9
|
|
|
30.8
|
%
|
|
$
|
101.9
|
|
|
$
|
83.3
|
|
|
22.3
|
%
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
Instrumentation
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Environmental Instrumentation
|
$
|
69.4
|
|
|
$
|
63.0
|
|
|
$
|
130.7
|
|
|
$
|
123.1
|
|
Marine Instrumentation
|
160.1
|
|
|
145.6
|
|
|
310.7
|
|
|
272.7
|
|
||||
Test and Measurement Instrumentation
|
47.1
|
|
|
49.1
|
|
|
94.1
|
|
|
94.6
|
|
||||
Total
|
$
|
276.6
|
|
|
$
|
257.7
|
|
|
$
|
535.5
|
|
|
$
|
490.4
|
|
|
|
|
|
|
|
|
|
||||||||
|
Second Quarter
|
|
Six Months
|
||||||||||||
Engineered Systems
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Engineered Products and Services
|
$
|
50.3
|
|
|
$
|
53.7
|
|
|
$
|
97.9
|
|
|
$
|
112.3
|
|
Turbine Engines
|
6.7
|
|
|
8.7
|
|
|
12.8
|
|
|
14.7
|
|
||||
Energy Systems
|
7.6
|
|
|
7.1
|
|
|
13.3
|
|
|
13.7
|
|
||||
Total
|
$
|
64.6
|
|
|
$
|
69.5
|
|
|
$
|
124.0
|
|
|
$
|
140.7
|
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net Sales
|
$
|
597.1
|
|
|
$
|
601.0
|
|
|
$
|
1,170.6
|
|
|
$
|
1,170.4
|
|
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
368.4
|
|
|
383.6
|
|
|
720.1
|
|
|
749.0
|
|
||||
Selling, general and administrative expenses
|
154.4
|
|
|
152.5
|
|
|
310.2
|
|
|
297.6
|
|
||||
Total costs and expenses
|
522.8
|
|
|
536.1
|
|
|
1,030.3
|
|
|
1,046.6
|
|
||||
Operating income
|
74.3
|
|
|
64.9
|
|
|
140.3
|
|
|
123.8
|
|
||||
Other income/(expense), net
|
8.2
|
|
|
—
|
|
|
8.8
|
|
|
(0.5
|
)
|
||||
Interest and debt expense, net
|
(4.6
|
)
|
|
(5.1
|
)
|
|
(9.3
|
)
|
|
(10.5
|
)
|
||||
Income before income taxes
|
77.9
|
|
|
59.8
|
|
|
139.8
|
|
|
112.8
|
|
||||
Provision for income taxes
|
22.1
|
|
|
16.5
|
|
|
38.0
|
|
|
29.7
|
|
||||
Net income
|
55.8
|
|
|
43.3
|
|
|
101.8
|
|
|
83.1
|
|
||||
Noncontrolling interest
|
0.3
|
|
|
(0.4
|
)
|
|
0.1
|
|
|
0.2
|
|
||||
Net income attributable to Teledyne
|
$
|
56.1
|
|
|
$
|
42.9
|
|
|
$
|
101.9
|
|
|
$
|
83.3
|
|
|
Second Quarter
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Instrumentation
|
|
|
|
||||
Sales
|
$
|
276.6
|
|
|
$
|
257.7
|
|
Cost of sales
|
$
|
155.1
|
|
|
$
|
142.7
|
|
Cost of sales % of sales
|
56.1
|
%
|
|
55.4
|
%
|
||
Digital Imaging
|
|
|
|
||||
Sales
|
$
|
103.7
|
|
|
$
|
104.3
|
|
Cost of sales
|
$
|
64.2
|
|
|
$
|
64.6
|
|
Cost of sales % of sales
|
61.9
|
%
|
|
61.9
|
%
|
||
Aerospace and Defense Electronics
|
|
|
|
||||
Sales
|
$
|
152.2
|
|
|
$
|
169.5
|
|
Cost of Sales
|
$
|
96.6
|
|
|
$
|
118.2
|
|
Cost of sales % of sales
|
63.5
|
%
|
|
69.7
|
%
|
||
Engineered Systems
|
|
|
|
||||
Sales
|
$
|
64.6
|
|
|
$
|
69.5
|
|
Costs of sales
|
$
|
52.5
|
|
|
$
|
58.1
|
|
Cost of sales % of sales
|
81.3
|
%
|
|
83.6
|
%
|
||
Total Company
|
|
|
|
||||
Sales
|
$
|
597.1
|
|
|
$
|
601.0
|
|
Costs of sales
|
$
|
368.4
|
|
|
$
|
383.6
|
|
Cost of sales % of sales
|
61.7
|
%
|
|
63.8
|
%
|
|
Six Months
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Instrumentation
|
|
|
|
||||
Sales
|
$
|
535.5
|
|
|
$
|
490.4
|
|
Cost of sales
|
$
|
299.7
|
|
|
$
|
269.1
|
|
Cost of sales % of sales
|
55.9
|
%
|
|
54.9
|
%
|
||
Digital Imaging
|
|
|
|
||||
Sales
|
$
|
205.6
|
|
|
$
|
206.7
|
|
Cost of sales
|
$
|
127.7
|
|
|
$
|
131.7
|
|
Cost of sales % of sales
|
62.1
|
%
|
|
63.7
|
%
|
||
Aerospace and Defense Electronics
|
|
|
|
||||
Sales
|
$
|
305.5
|
|
|
$
|
332.6
|
|
Cost of Sales
|
$
|
192.2
|
|
|
$
|
230.9
|
|
Cost of sales % of sales
|
62.9
|
%
|
|
69.4
|
%
|
||
Engineered Systems
|
|
|
|
||||
Sales
|
$
|
124.0
|
|
|
$
|
140.7
|
|
Costs of sales
|
$
|
100.5
|
|
|
$
|
117.3
|
|
Cost of sales % of sales
|
81.1
|
%
|
|
83.4
|
%
|
||
Total Company
|
|
|
|
||||
Sales
|
$
|
1,170.6
|
|
|
$
|
1,170.4
|
|
Costs of sales
|
$
|
720.1
|
|
|
$
|
749.0
|
|
Cost of sales % of sales
|
61.5
|
%
|
|
64.0
|
%
|
|
Second Quarter
|
|
%
|
|
Six Months
|
|
%
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Instrumentation
|
$
|
276.6
|
|
|
$
|
257.7
|
|
|
7.3
|
%
|
|
$
|
535.5
|
|
|
$
|
490.4
|
|
|
9.2
|
%
|
Digital Imaging
|
103.7
|
|
|
104.3
|
|
|
(0.6
|
)%
|
|
205.6
|
|
|
206.7
|
|
|
(0.5
|
)%
|
||||
Aerospace and Defense Electronics
|
152.2
|
|
|
169.5
|
|
|
(10.2
|
)%
|
|
305.5
|
|
|
332.6
|
|
|
(8.1
|
)%
|
||||
Engineered Systems
|
64.6
|
|
|
69.5
|
|
|
(7.1
|
)%
|
|
124.0
|
|
|
140.7
|
|
|
(11.9
|
)%
|
||||
Total net sales
|
$
|
597.1
|
|
|
$
|
601.0
|
|
|
(0.6
|
)%
|
|
$
|
1,170.6
|
|
|
$
|
1,170.4
|
|
|
—
|
%
|
Segment operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Instrumentation
|
$
|
43.8
|
|
|
$
|
41.1
|
|
|
6.6
|
%
|
|
$
|
81.3
|
|
|
$
|
77.7
|
|
|
4.6
|
%
|
Digital Imaging
|
11.7
|
|
|
7.9
|
|
|
48.1
|
%
|
|
21.4
|
|
|
13.1
|
|
|
63.4
|
%
|
||||
Aerospace and Defense Electronics
|
22.9
|
|
|
20.6
|
|
|
11.2
|
%
|
|
46.7
|
|
|
40.8
|
|
|
14.5
|
%
|
||||
Engineered Systems
|
6.8
|
|
|
5.7
|
|
|
19.3
|
%
|
|
12.9
|
|
|
12.1
|
|
|
6.6
|
%
|
||||
Segment operating profit
|
85.2
|
|
|
75.3
|
|
|
13.1
|
%
|
|
162.3
|
|
|
143.7
|
|
|
12.9
|
%
|
||||
Corporate expense
|
(10.9
|
)
|
|
(10.4
|
)
|
|
4.8
|
%
|
|
(22.0
|
)
|
|
(19.9
|
)
|
|
10.6
|
%
|
||||
Operating income
|
74.3
|
|
|
64.9
|
|
|
14.5
|
%
|
|
140.3
|
|
|
123.8
|
|
|
13.3
|
%
|
||||
Other income/(expense), net
|
8.2
|
|
|
—
|
|
|
*
|
|
8.8
|
|
|
(0.5
|
)
|
|
*
|
||||||
Interest expense, net
|
(4.6
|
)
|
|
(5.1
|
)
|
|
(9.8
|
)%
|
|
(9.3
|
)
|
|
(10.5
|
)
|
|
(11.4
|
)%
|
||||
Income before income taxes
|
77.9
|
|
|
59.8
|
|
|
30.3
|
%
|
|
139.8
|
|
|
112.8
|
|
|
23.9
|
%
|
||||
Provision for income taxes
|
22.1
|
|
|
16.5
|
|
|
33.9
|
%
|
|
38.0
|
|
|
29.7
|
|
|
27.9
|
%
|
||||
Net income
|
55.8
|
|
|
43.3
|
|
|
28.9
|
%
|
|
101.8
|
|
|
83.1
|
|
|
22.5
|
%
|
||||
Noncontrolling interest
|
0.3
|
|
|
(0.4
|
)
|
|
*
|
|
0.1
|
|
|
0.2
|
|
|
(50.0
|
)%
|
|||||
Net income attributable to Teledyne
|
$
|
56.1
|
|
|
$
|
42.9
|
|
|
30.8
|
%
|
|
$
|
101.9
|
|
|
$
|
83.3
|
|
|
22.3
|
%
|
*
|
not meaningful
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
$
|
276.6
|
|
|
$
|
257.7
|
|
|
$
|
535.5
|
|
|
$
|
490.4
|
|
Cost of sales
|
$
|
155.1
|
|
|
$
|
142.7
|
|
|
$
|
299.7
|
|
|
$
|
269.1
|
|
Selling, general and administrative expenses
|
$
|
77.7
|
|
|
$
|
73.9
|
|
|
$
|
154.5
|
|
|
$
|
143.6
|
|
Operating profit
|
$
|
43.8
|
|
|
$
|
41.1
|
|
|
$
|
81.3
|
|
|
$
|
77.7
|
|
Cost of sales % of sales
|
56.1
|
%
|
|
55.4
|
%
|
|
55.9
|
%
|
|
54.9
|
%
|
||||
Selling, general and administrative expenses % of sales
|
28.1
|
%
|
|
28.7
|
%
|
|
28.9
|
%
|
|
29.3
|
%
|
||||
Operating profit % of sales
|
15.8
|
%
|
|
15.9
|
%
|
|
15.2
|
%
|
|
15.8
|
%
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
$
|
103.7
|
|
|
$
|
104.3
|
|
|
$
|
205.6
|
|
|
$
|
206.7
|
|
Cost of sales
|
$
|
64.2
|
|
|
$
|
64.6
|
|
|
$
|
127.7
|
|
|
$
|
131.7
|
|
Selling, general and administrative expenses
|
$
|
27.8
|
|
|
$
|
31.8
|
|
|
$
|
56.5
|
|
|
$
|
61.9
|
|
Operating profit
|
$
|
11.7
|
|
|
$
|
7.9
|
|
|
$
|
21.4
|
|
|
$
|
13.1
|
|
Cost of sales % of sales
|
61.9
|
%
|
|
61.9
|
%
|
|
62.1
|
%
|
|
63.7
|
%
|
||||
Selling, general and administrative expenses % of sales
|
26.8
|
%
|
|
30.5
|
%
|
|
27.5
|
%
|
|
30.0
|
%
|
||||
Operating profit % of sales
|
11.3
|
%
|
|
7.6
|
%
|
|
10.4
|
%
|
|
6.3
|
%
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
$
|
152.2
|
|
|
$
|
169.5
|
|
|
$
|
305.5
|
|
|
$
|
332.6
|
|
Cost of sales
|
$
|
96.6
|
|
|
$
|
118.2
|
|
|
$
|
192.2
|
|
|
$
|
230.9
|
|
Selling, general and administrative expenses
|
$
|
32.7
|
|
|
$
|
30.7
|
|
|
$
|
66.6
|
|
|
$
|
60.9
|
|
Operating profit
|
$
|
22.9
|
|
|
$
|
20.6
|
|
|
$
|
46.7
|
|
|
$
|
40.8
|
|
Cost of sales % of sales
|
63.5
|
%
|
|
69.7
|
%
|
|
62.9
|
%
|
|
69.4
|
%
|
||||
Selling, general and administrative expenses % of sales
|
21.5
|
%
|
|
18.1
|
%
|
|
21.8
|
%
|
|
18.3
|
%
|
||||
Operating profit % of sales
|
15.0
|
%
|
|
12.2
|
%
|
|
15.3
|
%
|
|
12.3
|
%
|
|
Second Quarter
|
|
Six Months
|
||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
$
|
64.6
|
|
|
$
|
69.5
|
|
|
$
|
124.0
|
|
|
$
|
140.7
|
|
Cost of sales
|
$
|
52.5
|
|
|
$
|
58.1
|
|
|
$
|
100.5
|
|
|
$
|
117.3
|
|
Selling, general and administrative expenses
|
$
|
5.3
|
|
|
$
|
5.7
|
|
|
$
|
10.6
|
|
|
$
|
11.3
|
|
Operating profit
|
$
|
6.8
|
|
|
$
|
5.7
|
|
|
$
|
12.9
|
|
|
$
|
12.1
|
|
Cost of sales % of sales
|
81.3
|
%
|
|
83.6
|
%
|
|
81.1
|
%
|
|
83.4
|
%
|
||||
Selling, general and administrative expenses % of sales
|
8.2
|
%
|
|
8.2
|
%
|
|
8.5
|
%
|
|
8.0
|
%
|
||||
Operating profit % of sales
|
10.5
|
%
|
|
8.2
|
%
|
|
10.4
|
%
|
|
8.6
|
%
|
$750.0 million Credit Facility expires March 2018 and $200.0 million term loans due through March 2019
|
|||
Financial Covenants
|
Requirement
|
|
Actual Measure
|
Consolidated Leverage Ratio (Net Debt/EBITDA) (a)
|
No more than 3.25 to 1
|
|
1.4 to 1
|
Consolidated Interest Coverage Ratio (EBITDA/Interest) (b)
|
No less than 3.0 to 1
|
|
19.7 to 1
|
|
|
|
|
$250.0 million Private Placement Notes due 2015, 2017 and 2020
|
|
|
|
Financial Covenants
|
Requirement
|
|
Actual Measure
|
Consolidated Leverage Ratio (Net Debt/EBITDA) (a)
|
No more than 3.25 to 1
|
|
1.4 to 1
|
Consolidated Interest Coverage Ratio (EBITDA/Interest) (b)
|
No less than 3.0 to 1
|
|
19.7 to 1
|
a)
|
The Consolidated Leverage Ratio is equal to Net Debt/EBITDA as defined in our private placement note purchase agreement and our $750.0 million credit agreement.
|
b)
|
The Consolidated Interest Coverage Ratio is equal to EBITDA/Interest as defined in our private placement note purchase agreement and our $750.0 million credit agreement.
|
Item 4.
|
Controls and Procedures
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered sales of equity securities and use of proceeds
|
Fiscal Month 2014
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Maximum number of shares that may yet be purchased under the plans or programs
|
|||||
March 31 - May 4
|
48,914
|
|
|
$
|
94.83
|
|
|
48,914
|
|
|
1,549,032
|
|
May 5 - June 1
|
42,960
|
|
|
$
|
94.32
|
|
|
42,960
|
|
|
1,506,072
|
|
June 2 - June 29
|
34,600
|
|
|
$
|
96.79
|
|
|
34,600
|
|
|
1,471,472
|
|
Total
|
126,474
|
|
|
$
|
95.19
|
|
|
126,474
|
|
|
|
Item 6.
|
Exhibits
|
|
TELEDYNE TECHNOLOGIES INCORPORATED
|
||
|
|
|
|
|
|
|
|
|
|
|
|
DATE: July 30, 2014
|
By:
|
|
/s/ Susan L. Main
|
|
|
|
Susan L. Main, Senior Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer and Authorized Officer)
|
|
|
Exhibit Number
|
Description
|
|
|
Exhibit 3.1
|
Amended and Restated By-laws
|
|
|
Exhibit 10.1
|
Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Company's Definitive Proxy Statement filed March 5, 2014) )†
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Exhibit 10.2
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Form of stock option agreement and conditions under the Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated April 23, 2014)†
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Exhibit 10.3
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Administrative Rules of the Teledyne Technologies Incorporated 2014 Incentive Plan Related to Non-Employee Director Stock Compensation (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated April 23, 2014)†
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Exhibit 10.4
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Letter agreement with Rex Geveden, dated May 16, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 16, 2014)†
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Exhibit 31.1
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302 Certification – Robert Mehrabian
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Exhibit 31.2
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302 Certification – Susan L. Main
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Exhibit 32.1
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906 Certification – Robert Mehrabian
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Exhibit 32.2
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906 Certification – Susan L. Main
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Exhibit 101 (INS)
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XBRL Instance Document
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Exhibit 101 (SCH)
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XBRL Schema Document
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Exhibit 101 (CAL)
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XBRL Calculation Linkbase Document
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Exhibit 101 (DEF)
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XBRL Definition Linkbase Document XBRL Schema Document
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Exhibit 101 (LAB)
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XBRL Label Linkbase Document XBRL Schema Document
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Exhibit 101 (PRE)
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XBRL Presentation Linkbase Document XBRL Schema Document
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†Denotes management contract or compensatory plan or arrangement
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1.
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I have reviewed this report on Form 10-Q of Teledyne Technologies Incorporated (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Robert Mehrabian
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Robert Mehrabian
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Chairman, President and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q of Teledyne Technologies Incorporated (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Susan L. Main
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Susan L. Main
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Senior Vice President and Chief Financial Officer
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1.
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the Quarterly Report on Form 10-Q of Teledyne Technologies Incorporated (the “Corporation”) for the quarter ended June 29, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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By:
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/s/ Robert Mehrabian
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Robert Mehrabian
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Chairman, President and Chief Executive Officer
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July 30, 2014
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1.
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the Quarterly Report on Form 10-Q of Teledyne Technologies Incorporated (the “Corporation”) for the quarter ended June 29, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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By:
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/s/ Susan L. Main
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Susan L. Main
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Senior Vice President and Chief Financial Officer
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July 30, 2014
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