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): January 23, 2007

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

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

12333 West Olympic Boulevard
Los Angeles, California	90064-1021
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 893-1600

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 2.02 Results of Operations and Financial Condition

On January 25, 2007, Teledyne Technologies Incorporated issued a press release with respect to its fourth quarter 2006 and full year 2006 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

(a) On January 23, 2007, without amending the previously filed Second Amended and Restated Employment Agreement dated as of January 24, 2006 between Teledyne and Dr. Robert Mehrabian, Teledyne’s Board of Directors asked Dr. Mehrabian to continue to serve as its Chairman, President and Chief Executive Officer through at least December 31, 2009.

(b) On January 23, 2007, the Personnel and Compensation Committee of Teledyne’s Board of Directors took the following actions:

(1) The Committee authorized payment of Annual Incentive Plan (“AIP”) cash bonus awards to each of Teledyne’s Named Executive Officers with respect to the fiscal year ended December 31, 2006. 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, a discretionary adjustment of plus or minus 20% is allowed, although aggregate upward adjustments will not exceed 5%. AIP awards are generally from a pool equal 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, subject in each case to modification by the Committee.

The following table sets forth the current AIP cash bonus payments for the year ended December 31, 2006, to Teledyne’s Named Executive Officers. The bonus awards reflect favorable 2006 operating results over 2005 operating results, the respective executive’s performance and other factors, including the exercise of discretion by the Committee:

Name	Position	2006 Bonus
Robert Mehrabian	Chairman, President and Chief Executive Officer	$	1,200,000
John T. Kuelbs	Executive Vice President, General Counsel and Secretary	$	398,288
Dale A. Schnittjer	Senior Vice President and Chief Financial Officer	$	366,951
James M. Link	President, Teledyne Brown Engineering, Inc.	$	201,800
Aldo Pichelli	Senior Vice President and Chief Operating Officer, Electronics and Communications Segment	$	207,767

(2) The Committee approved the 2007 goals for the Annual Incentive Plan cash bonus awards to each of Teledyne’s Named Executive Officers. AIP awards for 2007 are to be based on the same financial and non-financial measures described above for the fiscal year ended December 31, 2006.

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For 2007, subject to the performance measures and discretion of the Committee, as noted above, the Named Executives Officers are eligible for an AIP cash bonus based on the following percentage of their annual base salary:

		2007 AIP Award
		Eligibility as a %
Name	Position	of Base Salary
Robert Mehrabian	Chairman, President and Chief Executive Officer		80
John T. Kuelbs	Executive Vice President, General Counsel and Secretary		60
Dale A. Schnittjer	Senior Vice President and Chief Financial Officer		60
James M. Link	President, Teledyne Brown Engineering, Inc.		45
Aldo Pichelli	Senior Vice President and Chief Operating Officer, Electronics and Communications Segment		45

Item 8.01 Other Events

On January 23, 2007, Teledyne’s Personnel and Compensation Committee adopted administrative rules of Teledyne’s 2002 Stock Incentive Plan related to non-employee director stock compensation. The administrative rules reserve 200,000 shares of common stock under the 2002 Stock Incentive Plan for the purpose of granting stock options and common stock to our non-employee directors. The terms of the administrative rules are identical to Teledyne’s 1999 Non-Employee Director Stock Compensation Plan, as amended, and, like the 1999 Non-Employee Director Stock Compensation Plan, the administrative rules will be implemented by Teledyne’s Nominating and Governance Committee. The text of the administrative rules is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	Press Release dated January 25, 2007.
Exhibit 99.2	Administrative Rules of the 2002 Stock Incentive Plan Related to Non-Employee Director Stock Compensation.

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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 January 24, 2007

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EXHIBIT INDEX

Description

Exhibit 99.1	Press Release dated January 25, 2007.
Exhibit 99.2	Administrative Rules of the 2002 Stock Incentive Plan Related to Non-Employee Director Stock Compensation.

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EX-99.1

Exhibit 99.1

(Logo Omitted)

Teledyne Technologies Incorporated
12333 West Olympic Boulevard
Los Angeles, CA 90064-1021

News Release
TELEDYNE TECHNOLOGIES REPORTS
FOURTH QUARTER RESULTS

LOS ANGELES — January 25, 2007 — Teledyne Technologies Incorporated (NYSE:TDY)

• Revenues increased 26.1% to $391.3 million compared to last year

• Earnings per diluted share increased 10.4% to $0.53 compared to last year

• Full year revenues increased 18.8% to over $1.4 billion

• Full year earnings per diluted share increased 22.2% to $2.26

Teledyne Technologies today reported fourth quarter 2006 sales of $391.3 million, compared with sales of $310.4 million for the same period of 2005. Net income for the fourth quarter of 2006 was $18.9 million ($0.53 per diluted share), compared with net income of $16.6 million ($0.48 per diluted share) in the fourth quarter of 2005.

“With record revenue in the fourth quarter, full year 2006 sales exceeded $1.4 billion,” said Robert Mehrabian, chairman, president and chief executive officer. “As many of our end markets continued to expand, organic growth in the fourth quarter and full year 2006 were 8.4 percent and 8.6 percent, respectively. In addition, full year 2006 earnings per diluted share increased 22.2 percent, the fifth consecutive year of double-digit earnings growth. Through our operational excellence initiatives, new product development and a number of focused acquisitions, we have continued to strengthen our core businesses in defense electronics, instrumentation, and government systems engineering. Furthermore, despite spending $278 million in 2006 on acquisitions and capital equipment, our balance sheet remains strong.”

Full Year 2006
Sales for 2006 were $1,433.2 million, compared with $1,206.5 million for 2005. Net income for 2006 was $80.3 million ($2.26 per diluted share), compared with $64.2 million ($1.85 per diluted share) for 2005. Net income for 2006 included, pension expense of $15.4 million ($4.9 million after recovery from certain government contracts), compared with pension expense of $12.7 million ($3.4 million after recovery from certain government contracts) in 2005.

Review of Operations

Electronics and Communications
The Electronics and Communications segment’s fourth quarter 2006 sales were $254.0 million, compared with fourth quarter 2005 sales of $188.9 million, an increase of 34.5%. Fourth quarter 2006 operating profit was $30.2 million, compared with operating profit of $22.3 million in the fourth quarter of 2006, an increase of 35.4%.

The fourth quarter 2006 sales improvement resulted primarily from revenue growth in defense electronics and electronic instruments. The revenue growth in defense electronics was driven by increased sales of traveling wave tubes, connectors and other defense microwave products. Additionally, the fourth quarter included revenue growth from the acquisition of Rockwell Scientific Company LLC in September 2006, the acquisition of assets of KW Microwave Corporation in April 2006, and the acquisition of assets of the microwave technical solutions business of Avnet, Inc. in October 2005. The revenue growth in electronic instruments was driven by recent acquisitions as well as organic growth. Revenue growth included the acquisition of the majority interest in Ocean Design, Inc. in August 2006, and Benthos, Inc. in January 2006. Organic growth reflected significantly increased sales of geophysical sensors for the energy exploration market and increased sales of instruments for the industrial and environmental monitoring instrumentation markets. The increase in segment revenue in the fourth quarter of 2006 from acquisitions since the end of the third quarter of 2005 was $51.1 million. Segment operating profit was favorably impacted by revenue from acquisitions and organic growth. Segment operating profit was negatively impacted by $0.5 million of stock option compensation expense in the fourth quarter of 2006 recorded in accordance with the requirements of SFAS No. 123(R), “Share Based Payment”. The company adopted the expense provisions of SFAS No. 123(R) in the first quarter of 2006. No stock option compensation expense was recorded in the fourth quarter of 2005. Pension expense, in accordance with the pension accounting requirements of SFAS No. 87 and No. 158, was $0.3 million in the fourth quarter of 2006, compared with $0.1 million in the fourth quarter of 2005. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards (“CAS”) was $0.3 million in the fourth quarter of 2006 and $0.1 million in the fourth quarter of 2005.

Systems Engineering Solutions
The Systems Engineering Solutions segment’s fourth quarter 2006 sales were $72.8 million, compared with fourth quarter 2005 sales of $62.7 million, an increase of 16.1%. Fourth quarter 2006 operating profit was $6.0 million, compared with operating profit of $6.2 million for the fourth quarter of 2005, a decrease of 3.2%.

Fourth quarter 2006 sales, compared with the same period of 2005, reflected revenue growth in aerospace and defense programs and included $3.7 million in revenue from the acquisition of CollaborX, Inc. in August 2006. Operating profit in the fourth quarter of 2006, compared with the same period of 2005, reflected the impact of higher segment revenue, offset by lower margins in certain defense programs, increased subcontract work which carries lower margins and amortization expenses associated with the acquisition of CollaborX, Inc. Segment operating profit was impacted by $0.1 million of stock option compensation expense in the fourth quarter of 2006 compared with no stock option compensation expense in the fourth quarter of 2005. Segment operating profit also included pension expense under SFAS No. 87 and No. 158, of $2.4 million in the fourth quarter of 2006, compared with $2.6 million of pension expense in the fourth quarter of

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2005. Pension expense allocated to contracts pursuant to CAS was $2.2 million in the fourth quarter of 2006 compared with $2.1 million in the fourth quarter of 2005.

Aerospace Engines and Components
The Aerospace Engines and Components segment’s fourth quarter 2006 sales were $57.2 million, compared with fourth quarter 2005 sales of $51.5 million, an increase of 11.1%. The fourth quarter 2006 operating profit was $5.9 million, compared with operating profit of $3.7 million in the fourth quarter of 2005, an increase of 59.5%.

The higher fourth quarter 2006 sales, compared with the same period of 2005, resulted primarily from higher aftermarket engine and spare part sales. Segment operating profit for the fourth quarter of 2006, compared with the fourth quarter of 2005, reflected the impact of higher sales and improved operating performance, as well as a favorable mix of higher margin sales in the military turbine engine business. Segment operating profit was impacted by $0.2 million of stock option compensation expense in the fourth quarter of 2006 compared with no stock option compensation expense in the fourth quarter of 2005. Segment operating profit also included pension expense, under SFAS No. 87 and No. 158, of $0.3 million in the fourth quarter of 2006 compared with $0.2 million in the fourth quarter of 2005.

Energy Systems
The Energy Systems segment’s fourth quarter 2006 sales and fourth quarter 2005 sales were $7.3 million. Operating profit was $0.1 million for the fourth quarter of 2006, compared with operating profit of $0.2 million in the fourth quarter of 2005, a decrease of 50.0%.

Fourth quarter 2006 sales, compared with the fourth quarter of 2005, primarily reflected higher commercial hydrogen generator sales offset by lower government sales. Segment operating profit was impacted by $0.1 million of stock option compensation expense in the fourth quarter of 2006 compared with no stock option compensation expense in the fourth quarter of 2005. Segment operating profit also included pension expense, under SFAS No. 87 and No. 158, of $0.1 million for both the fourth quarter of 2006 and the fourth quarter of 2005. Pension expense allocated to contracts pursuant to CAS was $0.1 million in the fourth quarter of 2006 compared with no pension expense in the fourth quarter of 2005.

Additional Financial Information

Cash Flow
Cash provided by operating activities was $15.9 million for the fourth quarter 2006, compared with $32.2 million for the fourth quarter of 2005. The lower cash provided by operating activities in 2006, compared with 2005, was primarily due to higher income tax payments, greater working capital requirements and higher pension payments, partially offset by operating cash flow from acquisitions. In accordance with SFAS No. 123(R), excess tax benefits for stock-based compensation of $0.8 million, in the fourth quarter of 2006, are now classified as a financing cash flow instead of an operating cash flow as in prior years. In the fourth quarter of 2005, cash flow from operations included $0.4 million in excess tax benefits related to stock-based compensation. Free cash flow (cash from operating activities less capital expenditures) was $5.8 million for the fourth quarter of 2006, compared with free cash flow of $24.7 million for the same period of 2005. At December 31, 2006, total debt was $235.8 million, which includes $226.9 million drawn on available credit lines, as well as other debt and capital lease obligations. Cash and cash equivalents were $13.0 million at December 31, 2006. The company also received $1.2 million from the exercise of employee stock options in the fourth quarter of 2006, compared with $1.4 million for

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the fourth quarter of 2005. Capital expenditures for the fourth quarter of 2006 were $10.1 million, compared with $7.5 million for the fourth quarter of 2005. Depreciation and amortization expense for the fourth quarter of 2006 was $11.1 million, compared with $7.1 million for the fourth quarter of 2005. Depreciation and amortization expense was $32.0 million for full year 2006 and $25.6 million for full year 2005.

Free Cash Flow(a)	Fourth			Fourth			Total			Total
	Quarter			Quarter			Year			Year
(in millions, brackets indicate use of funds)	2006			2005			2006			2005
Cash provided by operating activities	$	15.9		$	32.2		$	78.4		$	92.3
Capital expenditures for property, plant and equipment		(10.1	)		(7.5	)		(26.4	)		(19.8	)
Free cash flow	$	5.8		$	24.7		$	52.0		$	72.5

(a) The company defines free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures for property, plant and equipment. 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.

Pension
Pension expense was $3.2 million for both the fourth quarters of 2006 and 2005, in accordance with the pension accounting requirements of SFAS No. 87 and No. 158. Pension expense allocated to contracts pursuant to CAS was $2.6 million for the fourth quarter of 2006 compared with $2.3 million for the fourth quarter of 2005. Pension expense determined allowable under CAS can generally be recovered through the pricing of products and services sold to the U.S. Government.

Income Taxes
The effective tax rate for the fourth quarter of 2006 was 35.3% compared with 37.8% for the fourth quarter of 2005. The total year effective tax rate was 34.0% compared with an effective tax rate of 37.6% in 2005. The total year effective tax rate for 2006 reflects the impact of the reversal of income tax contingency reserves of $3.3 million during the third quarter. These reserves were determined to be no longer needed due to the expiration of applicable statutes of limitations.

Stock Option Compensation Expense
Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) using the modified prospective method and began recording stock option compensation expense. Stock option compensation expense is recorded on a straight line basis over the appropriate vesting period, generally three years. For the fourth quarter of 2006, the company recorded a total of $1.5 million ($0.02 per diluted share) in stock option expense related to stock options granted after the adoption of SFAS No. 123(R) and for stock options which were not vested by the date of adoption of SFAS No. 123(R). Of this amount, $0.6 million was recorded as corporate expense and $0.9 million was recorded in the operating segment results. No compensation expense related to stock options was recorded in 2005 or in prior years. For total year 2006, the company recorded a total of $5.9 million ($0.10 per diluted share) in stock option expense. Of this amount, $2.2 million was recorded as corporate expense and $3.7 million was recorded in the operating segment results.

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Other
Interest expense, net of interest income, was $3.8 million for the fourth quarter of 2006, compared with $0.9 million for the fourth quarter of 2005, and primarily reflected higher outstanding debt levels due to acquisitions and higher average interest rates in the fourth quarter of 2006 compared with the fourth quarter of 2005. Corporate expense was $9.0 million for the fourth quarter of 2006, compared with $5.4 million the fourth quarter of 2005, and reflected higher compensation costs, including stock option compensation expense, and higher professional fee expenses.

Outlook
Based on its current outlook, the company’s management believes that first quarter 2007 earnings per diluted share will be in the range of approximately $0.47 to $0.51. The full year 2007 earnings per diluted share outlook is expected to be in the range of approximately $2.33 to $2.38. The company’s estimated effective income tax rate for 2007 is expected to be 35.6%, and reflects the anticipated receipt of tax credits ranging from $2.8 million to $3.8 million (or $0.08 to $0.10 per diluted share) in the third quarter of 2007.

The company’s 2007 outlook reflects anticipated sales growth in its defense electronics and instrumentation businesses, due primarily to the contribution of the acquisitions completed in 2006. The company’s first quarter and full year 2007 earnings per diluted share outlook reflects an anticipated increase in expenses, such as intangible asset amortization, as a result of the acquisitions completed in 2006. In addition, sales of geophysical sensors are currently expected to decline in 2007, compared with 2006, especially in the first half of the year.

The full year 2007 earnings outlook includes approximately $12.2 million in pension expense under SFAS No. 87 and No. 158, or $2.0 million in net pension expense after recovery of allowable pension costs from our CAS covered government contracts. Full year 2006 earnings included $15.4 million in pension expense under SFAS No. 87 and No. 158, or $4.9 million in net pension expense after recovery of allowable pension costs from our CAS covered government contracts. The decrease in full year 2007 pension expense reflects pension contributions made in 2006, the impact of favorable market returns on plan assets and changes to the company’s pension assets and liabilities resulting from the merger of the Rockwell Scientific Company LLC pension plan with the Teledyne Technologies pension plan following the acquisition of Rockwell Scientific Company LLC.

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The company’s 2007 earnings outlook also reflects $6.7 million ($0.12 per diluted share) in stock option compensation expense based on the fair value of stock options granted after the adoption of SFAS No. 123(R) and stock options which were not vested by the date of adoption of SFAS No. 123(R), as well as current assumptions regarding the estimated fair value of expected stock option grants during the year. The company’s 2006 earnings included $5.9 million ($0.10 per diluted share) in stock option compensation expense.

EARNINGS PER SHARE SUMMARY (a)
(Diluted earnings per common share from continuing operations)

	2007 Full Year Outlook						2006			2005
	Low			High			Actual			Actual
Earnings per share (excluding net pension expense, stock option expense and income tax benefit)	$	2.41		$	2.44		$	2.36		$	1.91
Pension expense — SFAS No. 87 and No. 158		(0.22	)		(0.22	)		(0.27	)		(0.23	)
Pension expense — CAS (b)		0.18			0.18			0.18			0.17
Earnings per share (excluding stock option expense and income tax benefit)		2.37			2.40			2.27			1.85
Stock option expense (c)		(0.12	)		(0.12	)		(0.10	)		—
Income tax benefit (d)		0.08			0.10			0.09			—
Earnings per share — GAAP	$	2.33		$	2.38		$	2.26		$	1.85

(a)	The company believes that this supplemental non-GAAP information is useful to assist management and the investment community in analyzing the financial results and trends of ongoing operations. The table facilitates comparisons with prior periods and reflects a measurement management uses to analyze financial performance.
(b)	Pension expense determined allowable under CAS can generally be recovered through the pricing of products and services sold to the U.S. Government.
(c)	Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) and began recording stock option compensation expense. No compensation expense related to stock options was recorded in 2005 or in prior years.
(d)	Fiscal year 2006 included the reversal of income tax contingency reserves of $3.3 million. These reserves were determined to be no longer needed due to the expiration of applicable statutes of limitations.

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, pension matters, stock option compensation expense and strategic plans. 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, including changes in demand for products sold to the semiconductor, defense electronics, communications, commercial aviation, instrumentation and energy exploration markets, funding, continuation and award of government programs, continued liquidity of our customers (including commercial aviation customers) and economic and political conditions, could change the anticipated results. In addition, financial market fluctuations affect the value of the company’s pension assets.

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

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result, over time, in reductions in defense spending and further changes in programs in which the company participates.

The company continues to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While the company believes its control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

Teledyne Technologies’ growth strategy includes possible acquisitions. The company cannot provide any assurance as to when, if or on what terms any other acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses and to achieve identified financial and operating synergies.

Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Teledyne Technologies’ periodic filings with the Securities and Exchange Commission, including its 2005 Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The company assumes no duty to update forward-looking statements.

A live webcast of Teledyne Technologies’ fourth quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Thursday, January 25, 2007. To access the call, go to www.companyboardroom.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 25, 2007.

Investor Contact:	Jason VanWees
	(310) 893-1642
	(805) 373-4542 after February 2, 2007
Media Contact:
	Robyn McGowan
	(310) 893-1640
	(805) 373-4540 after February 2, 2007
###

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TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND FISCAL YEAR ENDED
DECEMBER 31, 2006 AND JANUARY 1, 2006
(Unaudited, except total year 2005 — In millions, except per share amounts)

	Fourth			Fourth			Total			Total
	Quarter			Quarter			Year			Year
	2006(a)			2005			2006(a)			2005
Net sales	$	391.3		$	310.4		$	1,433.2		$	1,206.5
Costs and expenses:
Costs of sales		276.7			222.6			1,020.2			869.6
Selling, general and administrative expenses		81.4			60.8			287.9			236.2
Total costs and expenses		358.1			283.4			1,308.1			1,105.8
Income before other income and (expense) and taxes		33.2			27.0			125.1			100.7
Other income (expense) (b)		(0.3	)		0.6			4.0			5.8
Interest expense, net		(3.8	)		(0.9	)		(7.4	)		(3.5	)
Income before income taxes		29.1			26.7			121.7			103.0
Provision for income taxes (c)		10.2			10.1			41.4			38.8
Net income	$	18.9		$	16.6		$	80.3		$	64.2
Diluted earnings per common share	$	0.53		$	0.48		$	2.26		$	1.85
Weighted average diluted common shares outstanding		35.8			34.9			35.5			34.7

(a)	Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) and began recording stock option compensation expense and recorded $1.5 million of compensation expense in the fourth quarter of 2006. The company recorded $5.9 million of stock option compensation expense for fiscal year 2006. No compensation expense related to stock options was recorded in 2005 or in prior years.
(b)	Fiscal years 2006 and 2005, include the receipt of $2.5 million and $5.0 million, respectively, pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine business. The $2.5 million for 2006 was received in the first quarter while $2.5 million was received in both the first and third quarters of 2005. No further payments will be received under this agreement.
(c)	Fiscal year 2006 includes the reversal of income tax contingency reserves of $3.3 million in the third quarter. These reserves were determined to be no longer needed due to the expiration of applicable statutes of limitations.

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TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE THREE MONTHS AND FISCAL YEAR ENDED
DECEMBER 31, 2006 AND JANUARY 1, 2006
(Unaudited — In millions)

	Fourth			Fourth						Total			Total
	Quarter			Quarter						Year			Year
	2006(a)			2005			% Change			2006(a)			2005			% Change
Net sales:
Electronics and Communications	$	254.0		$	188.9			34.5	%	$	899.4		$	717.8			25.3	%
Systems Engineering Solutions		72.8			62.7			16.1	%		283.0			263.7			7.3	%
Aerospace Engines and Components		57.2			51.5			11.1	%		223.9			196.6			13.9	%
Energy Systems		7.3			7.3			—	%		26.9			28.4			(5.3	)%
Total net sales	$	391.3		$	310.4			26.1	%	$	1,433.2		$	1,206.5			18.8	%
Operating profit and other segment income:
Electronics and Communications	$	30.2		$	22.3			35.4	%	$	109.3		$	84.0			30.1	%
Systems Engineering Solutions		6.0			6.2			(3.2	)%		24.5			27.5			(10.9	)%
Aerospace Engines and Components (b)		5.9			3.7			59.5	%		20.5			13.5			51.9	%
Energy Systems		0.1			0.2			(50.0	)%		1.0			1.6			(37.5	)%
Segment operating profit and other segment income	$	42.2		$	32.4			30.2	%	$	155.3		$	126.6			22.7	%
Corporate expense		(9.0	)		(5.4	)		66.7	%		(27.7	)		(20.9	)		32.5	%
Other income, net		(0.3	)		0.6			*			1.5			0.8			87.5	%
Interest expense, net		(3.8	)		(0.9	)		322.2	%		(7.4	)		(3.5	)		111.4	%
Income before income taxes		29.1			26.7			9.0	%		121.7			103.0			18.2	%
Provision for income taxes(c)		10.2			10.1			1.0	%		41.4			38.8			6.7	%
Net income	$	18.9		$	16.6			13.9	%	$	80.3		$	64.2			25.1	%

(a)	Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) and began recording stock option compensation expense and recorded $1.5 million of compensation expense the fourth quarter of 2006. Of this amount, $0.6 million was recorded as corporate expense and $0.9 million was recorded in the operating segment results. The company recorded $5.9 million of stock option compensation expense for fiscal year 2006. Of this amount, $2.2 million was recorded as corporate expense and $3.7 million was recorded in the operating segment results. No compensation expense related to stock options was recorded in 2005.
(b)	Fiscal years 2006 and 2005, include the receipt of $2.5 million and $5.0 million, respectively pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine business. The $2.5 million for 2006 was received in the first quarter while $2.5 million was received in both the first and third quarters of 2005. No further payments will be received under this agreement.
(c)	Fiscal year 2006 includes the reversal of income tax contingency reserves of $3.3 million in the third quarter. These reserves were determined to be no longer needed due to the expiration of applicable statutes of limitations.
	* not meaningful

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TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
DECEMBER 31, 2006 AND JANUARY 1, 2006
(Current period unaudited — In millions)

	December 31,		January 1,
	2006		2006
ASSETS
Cash and cash equivalents	$	13.0	$	9.3
Accounts receivable, net		226.1		167.6
Inventories, net		156.1		117.3
Deferred income taxes, net		34.4		25.4
Prepaid expenses and other assets		17.5		11.9
Total current assets		447.1		331.5
Property, plant and equipment, net		164.9		96.7
Deferred income taxes, net		38.2		42.9
Goodwill and acquired intangible assets, net		382.5		230.6
Other assets, net		26.8		26.5
Total assets	$	1,059.5	$	728.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	93.7	$	76.2
Accrued liabilities		128.1		101.1
Current portion of long-term debt and capital lease		5.1		0.2
Total current liabilities		226.9		177.5
Long-term debt and capital lease obligation		230.7		47.0
Other long-term liabilities		169.1		177.7
Total liabilities		626.7		402.2
Total stockholders’ equity		432.8		326.0
Total liabilities and stockholders’ equity	$	1,059.5	$	728.2

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EX-99.2

Exhibit 99.2

TELEDYNE TECHNOLOGIES INCORPORATED
ADMINISTRATIVE RULES OF THE 2002 STOCK INCENTIVE PLAN RELATED TO
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION
(As of January 23, 2007)

ARTICLE I.
GENERAL

     1.1. Purpose. The terms of the Company’s 2002 Stock Incentive Plan shall be applied in accordance with the following Rules for the purpose of providing an opportunity for Non-Employee Directors to elect to receive Stock Options and/or Common Stock in lieu of Director’s Retainer Fee Payments and Meeting Fees, the automatic payment of a portion of the Director’s Retainer Fee Payment in the form of Common Stock to those Non-Employee Directors not electing to receive such portion in the form of Stock Options and/or Common Stock and granting each Non-Employee Director annually an option covering 4,000 shares of Common Stock. It is the purpose of these Rules to promote the interests of the Company and its stockholders by attracting, retaining and providing an incentive to Non-Employee Directors through the acquisition of a proprietary interest in the Company and an increased personal interest in its performance. It is recognized that Non-Employee Directors dedicate time and provide significant and valuable services to the Company, its subsidiaries and its stockholders.

     1.2. Adoption and Term. These Rules have been approved by the Personnel and Compensation Committee of the Board and shall become effective as of the Effective Date (as hereinafter defined). These Rules shall terminate without further action upon the earlier of (a) the tenth anniversary of the effective date of the Company’s 1999 Non-Employee Director Stock Compensation Plan (as amended, the “1999 Non-Employee Director Plan”), and (b) the first date upon which no shares of Common Stock remain available for issuance under these Rules.

     1.3. Definitions. As used herein the following terms have the following meanings:

(a) “Annual Options” means the Stock Options issuable under Section 4.4(a) of these Rules.

(b) “Board” means the Board of Directors of the Company.

(c) “Code” means the Internal Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

(d) “Committee” means the Nominating and Governance Committee of the Board.

(e) “Common Stock” means the common stock, par value $0.01 per share, of the Company.

(f) “Company” means Teledyne Technologies Incorporated, a Delaware corporation, and any successor thereto.

(g) “Compensation Year” means each calendar year or portion thereof during which these Rules are in effect.

(h) “Director” means a member of the Board.

(i) “Director’s Retainer Fee Payment” means the dollar value of that portion of the annual retainer fee payable by the Company to a Non-Employee Director for serving as a Director and for serving as the chair of the Board or any committee of the Board as of a particular Payment Date, as established by the Board and in effect from time to time.

(j) “Effective Date” means the date these Rules are approved and adopted by the Personnel and Compensation Committee of the Board.

(k) “Employee” means any employee of the Company or an affiliate.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a section of the Exchange Act or rule promulgated thereunder shall include that section or rule and any comparable section(s) or rule(s) of any future legislation or rulemaking that amends, supplements or supersedes said section or rule.

(m) “Fair Market Value” means, as of any given date, the average of the high and low trading prices of the Common Stock on such date as reported on the New York Stock Exchange, or, if the Common Stock is not then traded on the New York Stock Exchange, on such other national securities exchange on which the Common Stock is admitted to trade, or, if none, on the National Association of Securities Dealers Automated Quotation System if the Common Stock is admitted for quotation thereon; provided, however, if there were no sales reported as of such date, Fair Market Value shall be computed as of the last date preceding such date on which a sale was reported; provided, further, that if any such exchange or quotation system is closed on any day on which Fair Market Value is to be determined, Fair Market Value shall be determined as of the first date immediately preceding such date on which such exchange or quotation system was open for trading.

(n) “Non-Employee Director” means a Director who is not an Employee.

(o) “Non-Employee Director Notice” means a written notice delivered in accordance with Section 4.2.

(p) “Payment Date” means the first business day of January and July of each Compensation Year on which the Director’s Retainer Fee Payment for serving as a Director is paid by the Company and the first business day of January of each

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Compensation Year on which the Director’s Retainer Fee Payment for serving as the chair of the Board or any committee of the Board is paid by the Company.

(q) “Plan” means the Teledyne Technologies Incorporated 2002 Stock Incentive Plan, as it may hereafter be amended from time to time.

(r) “Retainer Fee Options” means the Stock Options issuable under Section 4.3 of these Rules.

(s) “Rules” means these administrative rules under the Teledyne Technologies Incorporated 2002 Stock Incentive Plan, as they may hereafter be amended from time to time.

(t) “Stock Options” means options to purchase shares of Common Stock of the Company issuable hereunder.

     1.4. Shares Subject to these Rules. The shares to be offered under the Plan pursuant to these Rules shall consist of the Company’s authorized but unissued Common Stock or treasury shares that are available to be offered under the Plan and, subject to adjustment as provided in Section 5.1 hereof, the aggregate amount of such stock which may be issued or subject to Stock Options issued hereunder shall not exceed 200,000 shares. If any Stock Option granted under the Plan pursuant to these Rules shall expire or terminate for any reason, without having been exercised or vested in full, as the case may be, the unpurchased shares subject thereto shall again be available for issuance under the Plan pursuant to these Rules. Stock Options granted under the Plan pursuant to these Rules will not be qualified as “incentive stock options” under Section 422 of the Code.

ARTICLE II.
ADMINISTRATION

     2.1. The Committee. Subject to the provisions of these Rules and the Plan, the Committee shall interpret the Rules, promulgate, amend, and rescind other rules and regulations relating to the Rules and make all other determinations necessary or advisable for their administration and implementation. Interpretation and construction of any provision of these Rules by the Committee shall be final and conclusive. Notwithstanding the foregoing, the Committee shall have or exercise no discretion with respect to the selection of persons eligible to participate hereunder, the determination of the number of shares of Common Stock or number of Stock Options issuable to any person or any other aspect of the administration of the Rules with respect to which such discretion is not permitted in order for grants of shares of Common Stock and Stock Options to be exempt under Rule 16b-3 promulgated under the Exchange Act.

     2.2. 1999 Non-Employee Director Plan. The Committee shall endeavor to administer and implement these Rules in the same manner as it does the 1999 Non-Employee Director Plan.

ARTICLE III.
PARTICIPATION

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     3.1. Participants. Each Non-Employee Director shall participate in the Plan pursuant to these Rules on the terms and conditions hereinafter set forth.

ARTICLE IV.
PAYMENT OF DIRECTOR’S FEES

     4.1. General. The Director’s Retainer Fee Payment shall be paid to each Non-Employee Director, as of each Payment Date, as set forth in these Rules and subject to such other payment policies and procedures as the Board may establish from time to time. If, for the applicable Compensation Year, a Non-Employee Director has not made an election pursuant to Section 4.2 to receive Stock Options or Common Stock in lieu of at least twenty-five percent (25%) of the Director’s Retainer Fee Payment, then seventy-five percent (75%) of such Director’s Retainer Fee Payment shall be paid in cash and twenty-five percent (25%) of the Director’s Retainer Fee Payment shall be paid in the form of Common Stock.

     4.2. Non-Employee Director Notice. A Non-Employee Director may file with the Secretary of the Company or other designee of the Board of Directors prior to the commencement of a Compensation Year a Non-Employee Director Notice making an election to receive either twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or one hundred (100%) of his or her Director’s Retainer Fee Payment in the form of Stock Options and/or Common Stock with the balance to be paid in cash. If a Director does not timely file an election, he or she shall receive twenty-five percent (25%) of the Director’s Retainer Fee Payment in Common Stock and seventy-five percent (75%) in cash. Notwithstanding the foregoing, elections to receive Common Stock or Stock Options may be made at any time during a Compensation Year so long as such elections are made irrevocably in advance of receiving the corresponding Common Stock or Stock Options and approved in accordance with Rule 16b-3 under the Exchange Act.

     4.3 Conversion of Retainer Fee Payment to Shares. Each Non-Employee Director who pursuant to Section 4.1 or 4.2 is to receive Common Stock as all or part of his or her Director’s Retainer Fee Payment with respect to a Compensation Year and who is elected or reelected or is a continuing Non-Employee Director as of the date of commencement of such Compensation Year as of the applicable Payment Date, shall receive as of each Payment Date during such Compensation Year a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of the Director’s Retainer Fee Payment to be paid in the form of Common Stock by (ii) the Fair Market Value of the Common Stock per share on such Payment Date. Cash shall be paid in lieu of any fractional shares.

     4.4 Stock Options.

(a) Annual Option Grants. An Annual Option covering 4,000 shares of Common Stock will be granted to each Non-Employee Director automatically at the conclusion of each Company Annual Meeting. If, after the Effective Date, a director first becomes a Non-Employee Director on a date other than an Annual Meeting date, an Annual Option covering 2,000 shares of Common Stock will be granted to such director on his or her first date of Board service. The purchase price of the Common Stock covered by each

4

Annual Option will be the Fair Market Value of a share of Common Stock as of the date of grant of the Annual Option.

(b) Retainer Fees Options. Retainer Fee Options will be granted on the Payment Dates of each Compensation Year. The number of shares of Common Stock to be subject to a Retainer Fee Option shall be equal to the nearest number of whole shares determined by multiplying the Fair Market Value of a share of Company Common Stock on the date of grant by 0.3333 and dividing the result into the applicable portion of the Director’s Retainer Fee Payment elected to be received as Stock Options by the Non-Employee Director for the Compensation Year. The purchase price of each share covered by each Retainer Fee Option shall be equal to the Fair Market Value of a share of Common Stock on the date of grant of the Retainer Fee Option multiplied by 0.6666.

(c) Duration and Exercise of Stock Options. Subject to Section 4.4(f) below, Annual Options and Retainer Fee Options become exercisable on the first anniversary of the date on which they were granted. Stock Options shall terminate upon the expiration of ten years from the date of grant. No Stock Option may be exercised for a fraction of a share and no partial exercise of any Stock Option may be for less than one hundred (100) shares.

(d) Purchase Price. The purchase price for the shares shall be paid in full at the time of exercise (i) in cash or by check payable to the order of the Company, (ii) by delivery of shares of Common Stock of the Company already owned by, and in the possession of Stock Option holder, or (iii) by delivering a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the Stock Option price (in which case the exercise will be effective upon receipt of such proceeds by the Company). Shares of Common Stock used to satisfy the exercise price of a Stock Option shall be valued at their Fair Market Value on the date of exercise.

(e) Transferability. Stock Options granted hereunder shall not be transferable, other than by will or the laws of descent and distribution, and shall be exercisable during a Stock Option holder’s lifetime only by the Stock Option holder or by his or her guardian or legal representative, except to the extent transfer is permitted by Rule 16b-3 promulgated under the Exchange Act and approved by the Board or its designee. Subject to the foregoing, Stock Options shall not be assigned, pledged or otherwise encumbered by the holder thereof, either voluntarily or by operation of law.

(f) Termination of Directorship. If a director ceases to be a director of the Company for any reason other than death or removal by the Board of Directors or the stockholders, the director’s Stock Options shall continue to vest as provided in Section 4.4 (c) above and the right of the Optionee to exercise such Stock Options shall continue until the options expire in accordance with Section 4.4(c). In no event may a Stock Option be exercised after the expiration of the period specified in Section 4.4(c). In the event of death of a director or former director who holds an outstanding Stock Option, all unvested Stock Options shall automatically become fully vested as of the date of death and the right of his or her estate or beneficiary to exercise the Stock Options shall terminate upon the expiration of twelve months from the date of death, but in no event may a Stock Option

5

be exercised after the expiration of the Option Period. In the event of removal of a director from the Board of Directors, all rights of such director in a Stock Option that the director was entitled to exercise on the date of removal shall terminate on the 30th day (or, if such day is not a business day, on the next business day) after the date of removal, but in no event may such Stock Options be exercised after the expiration of the Option Period.

     4.5 Meeting Fees.

(a) General. A Non-Employee Director may elect to have all fees paid by the Company to a Non-Employee Director for attending meetings of the Board or Committees of the Board during a Compensation Year (“Meeting Fees”) either one hundred percent (100%) (i) in cash, (ii) in the form of Common Stock, (iii) in the form of Stock Options, or (iv) deferred under and in accordance with the TDY Deferred Compensation Plan. If a Non-Employee Director has not made an election pursuant to Section 4.5(b) below, Meeting Fees shall be paid in cash.

(b) Notice. A Non-Employee Director may file with the Secretary of the Company or other designee of the Board prior to commencement of a Compensation Year written notice making an election to receive any and all Meeting Fees for a Compensation Year either one hundred percent (100%) (i) in cash, (ii) in the form of Common Stock, (iii) in the form of Stock Options, or (iv) deferred under and in accordance with the TDY Deferred Compensation Plan. Notwithstanding the foregoing, in the case of a new Non-Employee Director, elections to receive Common Stock or Stock Options or to defer under the TDY Deferred Compensation Plan must be made within 30 days of the commencement of status as a Non-Employee Director for the applicable Compensation Year.

(c) Common Stock. Each Non-Employee Director who pursuant to Section 4.5(b) is to receive Common Stock as all of his or her Meeting Fees with respect to a Compensation Year shall receive as of each Meeting Date during such Compensation Year a number of shares of Common Stock equal to the quotient obtained by dividing (i) the amount of the Meeting Fee to be paid in Common Stock by (ii) the Fair Market Value of the Common Stock per share on such Meeting Date. Cash shall be paid in lieu of any fractional share.

(d) Meeting Fee Stock Options. Meeting Fee Stock Options will be granted on the Meeting Dates of each Compensation Year. The number of shares of Common Stock to be subject to a Meeting Fee Stock Option shall be equal to the nearest number of whole shares determined by multiplying the Fair Market Value of a share of Common Stock on the date of grant by 0.3333 and dividing the result into the Meeting Fee elected to be received as Stock Options by the Non-Employee Director for the applicable Meeting Date for the Compensation Year. The purchase price of each share covered by each Meeting Fee Stock Option shall be equal to the Fair Market Value of a share of Common Stock on the date of grant of the Meeting Fee Option multiplied by 0.6666. The provisions of clauses (c), (d), (e) and (f) of Section 4.4 of these Rules regarding Annual

6

Options and Retainer Fee Options shall apply to Stock Options paid in respect of Meeting Fees.

(e) Meeting Date Defined. “Meeting Date” means the date on which the meeting of the Board or the Committee of the Board is held for which a Meeting Fee is payable.

     4.6. Deferral of Director’s Retainer Fee Payment

(a) Permitted Deferral of Director’s Retainer Fee Payment. Notwithstanding anything in Article IV or these Rules to the contrary, a Non-Employee Director may elect to defer payment of, as of a Payment Date for an applicable Compensation Year, twenty-five percent (25%), fifty percent (50%) or seventy-five percent (75%) of his or her Director’s Retainer Fee Payment under and in accordance with the TDY Deferred Compensation Plan.

(b) Notice of Deferral. A Non-Employee Director may file with the Secretary of the Company or other designee of the Board prior to commencement of a Compensation Year written notice making an election to defer payment of twenty-five percent (25%), fifty percent (50%) or seventy-five percent (75%) of his or her Director’s Retainer Fee Payment under and in accordance with the TDY Deferred Compensation Plan. If, for an applicable Compensation Year, a Non-Employee Director has not made an election pursuant to Section 4.2 to receive Stock Options or Common Stock in lieu of at least twenty-five percent (25%) of his or her Director’s Retainer Fee Payment or an election to defer payment of a permitted percentage of his or her Director’s Retainer Fee Payment, then seventy-five percent (75%) of such Director’s Retainer Fee Payment shall be paid in cash and twenty-five percent (25%) shall be paid in the form of Common Stock.

(c) TDY Deferred Compensation Plan. Once the notice specified in Section 4.5(b) is timely filed, permitted elected deferrals of a Director’s Retainer Fee Payment shall be subject to the terms and conditions, including without limitation investment elections and distribution requirements, of the TDY Deferred Compensation Plan.

     4.7 Deferral of Meeting Fees

(a) Permitted Deferral of Meeting Fees. Notwithstanding anything in Article IV or these Rules to the contrary, a Non-Employee Director may elect to defer one hundred percent (100%) of his or her Meeting Fees as of applicable Meeting Dates for any applicable Compensation Year.

(b) Notice of Deferral. A Non-Employee Director may file with the Secretary of the Company or other designee of the Board prior to commencement of a Compensation Year written notice making an election to defer payment of one hundred percent (100%) of his or her Meeting Fees under and in accordance with the TDY Deferred Compensation Plan.

7

(c) TDY Deferred Compensation Plan. Once the notice specified in Section 4.7(b) is timely filed to defer payment of Meeting Fees under the TDY Deferred Compensation Plan, such permitted elected deferrals of Meeting Fees shall be subject to the terms and conditions, including without limitation investment elections and distribution requirements, of the TDY Deferred Compensation Plan.

ARTICLE V.
MISCELLANEOUS

     5.1. Adjustments Upon Changes in Common Stock. The number and kind of shares available for issuance under the Plan pursuant to these Rules, and the number and kind of shares subject to, and the exercise price of, outstanding Stock Options, shall be appropriately adjusted to prevent dilution or enlargement of rights by reason of any stock dividend, stock split, combination or exchange of shares, recapitalization, merger, consolidation or other change in capitalization with a similar substantive effect upon the Plan or the shares issuable under the Plan.

     5.2. Amendment and Termination. The Committee shall have complete power and authority to amend these Rules at any time; provided, however, that the Committee shall not, without the affirmative approval of the shareholders of the Company, make any amendment which requires shareholder approval under any applicable law or regulation of a national stock exchange on which the Common Stock is traded. The Committee shall have the right and the power to terminate these Rules at any time. No amendment or termination of the Rules may, without the consent of the Non-Employee Director, adversely affect the right of such Non-Employee Director with respect to any Stock Options then outstanding.

     5.3. Requirements of Law. The issuance of Common Stock under the Plan pursuant to these Rules shall be subject to all applicable laws, rules and regulations and to such approval by governmental agencies as may be required.

     5.4. No Guarantee of Membership. Nothing in these Rules or in the Plan shall confer upon a Non-Employee Director any right to continue to serve as a Director.

     5.5 Construction. Words of any gender used in these Rules shall be construed to include any other gender, unless the context requires otherwise.

     5.6 Governing Law. These Rules shall be governed by, construed and interpreted in accordance with the laws of the State of Delaware, without regard to its principles of conflict of law, as to all matters, including matters of validity, construction, effect, performance and remedies.

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