8-K

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): December 11, 2010

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 1-15295
(Commission File Number) 25-1843385
(I.R.S. Employer Identification No.)

1049 Camino Dos Rios
Thousand Oaks, California
(Address of principal executive offices)
91360-2362
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

     On December 11, 2010, Teledyne Technologies Incorporated (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Technify Motor (USA) Ltd., a Delaware corporation (the “Purchaser”), and AVIC International Holding Corporation, a limited liability company organized and existing under the laws of The People’s Republic of China (“AVIC International”), regarding the sale of the Company’s wholly-owned subsidiaries, Teledyne Continental Motors, Inc., a Delaware corporation (“Continental”) and Teledyne Mattituck Services, Inc., a Delaware corporation (“Mattituck”), to the Purchaser for $186 million. The Purchase Price is subject to an upward or downward adjustment based on the aggregate working capital of Continental and Mattituck as of the closing date.

     Continental is the Company’s subsidiary which designs, develops and manufactures piston engines and ignition systems for general aviation aircraft and provides spare parts and engine rebuilding services for the general aviation aircraft marketplace. Mattituck serves as an aftermarket supplier and piston engine overhauler to the general aviation aircraft marketplace.

     Under the Purchase Agreement, the Company will sell and deliver to Purchaser, and Purchaser will purchase and acquire, all of the issued and outstanding capital stock of both Continental and Mattituck. In connection with the stock purchase, the Company will also sell to Continental all of its rights to use the names “Continental Motors” and “Continental”, as well as certain trademarks and patents related to the Continental business. The sale of stock and other assets excludes (i) any assets, rights or properties associated with the Company’s turbine engine business, (ii) cash or cash equivalents held by Continental or Mattituck, (iii) the Company’s insurance policies relating to the Continental or Mattituck businesses, (iv) any rights to the “Teledyne” and “Teledyne Technologies” marks and (v) certain other related assets.

     Each of Continental and Mattituck will remain responsible for all liabilities relating to their respective businesses. In addition, the Purchaser, Continental and Mattituck will, jointly and severally, assume and become responsible for certain liabilities of the Company relating to the Continental and Mattituck businesses, including all aviation and product liability related litigation and claims, and certain liabilities and obligations with respect to current and former Continental employees. AVIC International will guarantee payment of the purchase price and certain assumed liabilities and environmental obligations under the Purchase Agreement for a period of five years after the closing date.

     The Company has made customary representations and warranties and covenants in the Purchase Agreement regarding the Continental and Mattituck businesses, including, among others, customary covenants restricting the conduct of the businesses of Continental and Mattituck pending the closing, consistent with current operations and subject to certain exceptions and materiality standards and thresholds.

     The Company has agreed to indemnify, defend and hold harmless Purchaser and its affiliates from and against losses and liabilities arising out of or resulting from (i) breaches of the representations, warranties and covenants contained in the Purchase Agreement and (ii) any claim or liability arising from the excluded assets. The indemnification obligations are subject to various limitations, including a general cap on liabilities arising from indemnification claims for most breaches of representations and warranties set at 20% of the final purchase price.

     The closing is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act and by the U.S. government’s Committee on Foreign Investment in the United States (commonly referred to as CFIUS), as well as approvals required by The People’s Republic of China.

Item 7.01. Regulation FD Disclosure

     On December 14, 2010, Teledyne issued a press release announcing the entry into an agreement to sell Teledyne Continental Motors. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein. The information furnished pursuant to this Item 7.01 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1      Press Release dated December 14, 2010, announcing the entry into an agreement to sell Teledyne Continental Motors.

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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/ Dale A. Schnittjer
	Dale A. Schnittjer
	Senior Vice President and Chief Financial Officer

Dated: December 14, 2010

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EXHIBIT INDEX

Description

Exhibit 99.1      Press Release dated December 14, 2010, announcing the entry into an agreement to sell Teledyne Continental Motors.

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EX-99.1

Exhibit 99.1

NewsRelease

Teledyne Technologies Agrees to Sell
Teledyne Continental Motors to AVIC International

THOUSAND OAKS, Calif. and BEIJING, China — December 14, 2010 — Teledyne Technologies Incorporated (NYSE: TDY) (“Teledyne”) and AVIC International Holding Corporation (“AVIC International”) announced today an agreement to sell Teledyne’s general aviation piston engine business to Technify Motor (USA) LTD., a subsidiary of AVIC International, for $186 million in cash. Under the transaction, AVIC International will acquire Teledyne Continental Motors, Inc. (“Continental Motors”) and Teledyne Mattituck Services, Inc.

Headquartered in Mobile, Ala., Continental Motors is a leading manufacturer of FAA-certified piston engines, as well as spare parts and components, used in small propeller-driven general aviation aircraft around the world. Continental Motors employs approximately 400 workers in Mobile, and has been a highly reliable manufacturer of commercial aircraft piston engines for more than 80 years. Continental Motors also maintains service centers in Fairhope, Ala. and Mattituck, N.Y.

With major customers such as Boeing, Airbus, Honeywell and Snecma, AVIC International is a trusted supplier and partner of leading aviation companies in the U.S. and around the world. The transaction will enhance the ability of Continental Motors to compete globally, especially in growing overseas markets, such as China. Today, Continental Motors’ primary markets are the U.S. and Europe. On the other hand, China opens one of the world’s largest potential markets for general aviation aircraft, due to its growing population, large geographical area and expanding infrastructure. Compared to 230,000 general aviation aircraft in the U.S, China has approximately 900 small aircraft operating in the country. That number is expected to grow over the next decade, raising demand for FAA-certified piston engines.

AVIC International was attracted to Continental Motors’ long history in the general aviation market and the company’s reputation for product quality, safety and service. With the acquisition of Continental Motors, AVIC International is making a principal commitment to the Mobile region. AVIC International expects to retain the senior management of Continental Motors and maintain Continental Motors’ global headquarters in Mobile, Ala. Furthermore, the transaction sets the stage for new hires of skilled workers in Mobile, as international demand for piston-powered aircraft would result in increased engine manufacturing at Continental Motors. AVIC International also plans continued investment and upgrades in Continental Motors’ operations, as well as increased research and new product development.

“I am excited about the opportunity to work with the AVIC International team,” said Rhett Ross, President of Continental Motors. “AVIC International will greatly strengthen Continental Motors’ market access. In addition, increased investment will accelerate new products, such as Continental Motors’ TD-300 diesel engine, which is well-suited to growing regions given international fuel availability. The transaction will allow Continental Motors to continue to be a global leader in the general aviation piston engine industry.”

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“The sale of Continental Motors to AVIC International is the right long-term solution for Continental Motors, its workforce and the Gulf Coast Community,” said Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne. “This sale allows Teledyne to focus on its core businesses, while ensuring a bright future for Continental Motors to build on its long, successful history as a manufacturer of proven piston engines for general aviation aircraft. This will significantly enhance Continental Motors’ opportunity to enter the global market for the sale and service of general aviation piston engines.”

“AVIC International is eager to begin its collaboration with Continental Motors, continuing its reputation as a highly respected maker of FAA-certified piston engines,” said Wu Guangquan, President & CEO, AVIC International. “We are impressed with Continental Motors’ products, employees and facilities. Furthermore, we were attracted to Mobile’s international environment focus and the continually growing concentration of aviation-related international companies in the Mobile area. We look forward to working with current leadership at Continental Motors to expand the Continental Motors’ facility to supply expected growth in the general aviation market worldwide, in particular, to ensure safe and reliable aircraft operations for all customers.”

The transaction is expected to close in the first quarter of 2011. The acquisition of Continental Motors by AVIC International is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act and by the U.S. Government’s Committee on Foreign Investment in the United States (CFIUS), as well as obtaining all relevant Chinese Government Approvals.

Continental Motors and its predecessors produced their first commercial aircraft engine in 1929 and have been in continuous production ever since. The company’s current engines range from 100 to 350 horsepower and are used in small general aviation aircraft for personal and business use. Continental Motors does not produce or use military or defense-related technology.

A brief presentation summarizing the proposed transaction and growth opportunities will be posted to Continental Motors’ website at www.genuinecontinental.aero.

About Teledyne Technologies

Teledyne Technologies is a leading provider of sophisticated electronic subsystems, instrumentation and communication products, engineered systems, aerospace engines, and energy and power generation systems. Teledyne Technologies’ operations are primarily located in the United States, the United Kingdom and Mexico. For more information, visit Teledyne Technologies’ website at www.teledyne.com.

About AVIC International

AVIC International Holding Corporation, headquartered in Beijing, China, is a multinational commercial business with 60 international offices and 7 listed companies whose businesses operate in world aviation subcontracts and commercial aircraft sale and after-sale service, trade and logistics, luxury consumer and retail, real estate, industry manufacturing and resource development. In 2009, AVIC International has consolidated annual sales of approximately US $6 billion. With over 30 years of aerospace manufacturing and sales experience, AVIC International’s aviation customers include Boeing, Airbus, Snecma and Honeywell. For more information, visit AVIC International’s website at www.avic-intl.cn.

Forward-Looking Statements Cautionary Notice

This press release contains forward-looking statements of Teledyne, as defined in the Private Securities Litigation Reform Act of 1995, relating to a potential divestiture and strategic focus. 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. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Teledyne Technologies’ periodic filings with the Securities and Exchange Commission, including its 2010 Annual Report on Form 10-K and Forms 10-Q. Teledyne Technologies assumes no duty to update its forward-looking statements.

Investors and National Media:	Jason VanWees Teledyne Technologies (805) 373-4542
Press and Local Media:	Rick Heartsill Direct Communications (205) 356-8180

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