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): July 26, 2005

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.)

12333 West Olympic Boulevard
Los Angeles, California
(Address of principal executive offices) 90064-1021
(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 230.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

TABLE OF CONTENTS

Exhibit 10.1

Exhibit 99.1

Exhibit 99.2

Item 1.01 Entry into a Material Definitive Agreement.

On July 26, 2005, the Board of Directors approved increases to the fees paid to non-employee directors as set forth in the summary chart filed as Exhibit 10.1 to this Form 8-K. The increased fees were approved after review and consideration of an outside director compensation study prepared for the Nominating and Governance Committee by Hewitt Associates. The study used the same group of comparative companies used for the Company’s executive compensation study. The increased fees are 4% above the comparative companies’ average. Consideration was also given to the increased time and responsibilities associated with being a director of a public company and a member of its various standing committees.

Item 2.02 Results of Operations and Financial Condition

On July 28, 2005, Teledyne Technologies Incorporated issued a press release with respect to its second quarter 2005 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

    (b) Effective July 26, 2005, Diane C. Creel resigned from the Board of Directors of Teledyne Technologies due to outstanding personal commitments and scheduling conflicts. A copy of the Press Release announcing her resignation is filed as Exhibit 99.2 to this Form 8-K. In accordance with its By-laws, in light of Ms. Creel’s resignation, the Board reduced the number of directors to eight. Director Michael T. Smith succeeded Ms. Creel as Chair of the Company’s Nominating and Governance Committee.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit 10.1 Summary Chart Board and Committee Fees for Non-Employee Directors

Exhibit 99.1 Press release dated July 28, 2005

Exhibit 99.2 Press release dated July 27, 2005

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
	Vice President and Chief Financial Officer

Dated: July 28, 2005

EXHIBIT INDEX

	Description
Exhibit 10.1	Summary Chart Board and Committee Fees for Non-Employee Directors
Exhibit 99.1	Teledyne Technologies Incorporated Press Release dated July 28, 2005
Exhibit 99.2	Teledyne Technologies Incorporated Press Release dated July 27, 2005

EX-10.1

Exhibit 10.1

Summary Chart
Board and Committee Fees for Non-Employee Directors
Effective July 26, 2005

Cash Compensation*
Annual Retainer Fee	$40,000
(paid semi-annually)
Board Meeting Fee	$1,500
Committee Meeting Fee	$1,500 = Audit Committee
	$1,500 = Personnel and Compensation Committee
	$1,500 = Nominating and Governance Committee
Chair Annual Retainer Fee	$7,000 = Audit Committee
	$4,000 = Personnel and Compensation Committee
	$4,000 = Nominating and Governance Committee
Option Grant
Annual Option Award	4,000 shares
Initial Board Option Award	2,000 shares
(election other than Annual Meeting)

*Payment may be made in stock, options or phantom stock under the Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation Plan, as amended. At least 25% of the Annual Retainer Fee must be in the form of Teledyne Common Stock or options to acquire Teledyne Common Stock.

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
SECOND QUARTER RESULTS

LOS ANGELES – July 28, 2005 – Teledyne Technologies Incorporated (NYSE:TDY)

• Revenues of $303.3 million increased 27.0% compared to last year

• Year-over-year organic revenue growth of 14.4%

• Earnings per share of $0.47 increased 56.7% compared to last year

• Raising 2005 earnings per share outlook

Teledyne Technologies today reported second quarter 2005 sales of $303.3 million, compared with sales of $238.9 million for the same period of 2004. Net income for the second quarter of 2005 was $16.1 million ($0.47 per diluted share), compared with net income of $9.9 million ($0.30 per diluted share) in the second quarter of 2004.

“This was an outstanding quarter for Teledyne, as we again achieved record sales and net income. We also generated double-digit organic revenue growth for the fourth consecutive quarter,” said Robert Mehrabian, chairman, president and chief executive officer. “In addition to excellent revenue growth, operating margins for the overall company and our Electronics and Communications segment remained near record levels. Furthermore, given our strong cash flow, net debt decreased slightly during the second quarter, despite the acquisition of Cougar Components on June 30.”

Review of Operations

Electronics and Communications

The Electronics and Communications segment’s second quarter 2005 sales were $176.5 million, compared with second quarter 2004 sales of $134.6 million. Second quarter 2005 operating profit was $20.8 million, compared with operating profit of $14.2 million in the second quarter of 2004.

Second quarter 2005 sales, compared with the same period of 2004, reflected revenue growth in defense electronic products, electronic instruments, electronic manufacturing services, relay products and telecommunication subsystems. The revenue growth in defense electronic products was driven by sales of traveling wave tubes, the acquisition of Reynolds Industries, Incorporated in July 2004 and the acquisition of the defense electronics business of Celeritek, Inc. in October 2004. Electronic instruments revenue was favorably impacted by the acquisition of Isco, Inc. in June 2004, partially offset by reduced sales of geophysical sensors for the energy exploration market. Electronic manufacturing services had increases in government, commercial and medical sales

while revenue growth in relay products was driven by increased sales to the aviation and test and measurement equipment markets. The increase in revenue from acquisitions for the second quarter of 2005, compared with the same period of 2004, was $30.4 million. Segment operating profit was favorably impacted by acquisitions, organic sales growth and by lower pension expense, partially offset by higher LIFO reserves. Pension expense, in accordance with the pension accounting requirements of SFAS No. 87, was $1.0 million in the second quarter of 2005, compared with $1.7 million in the second quarter of 2004. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards (CAS) was $0.4 million in the second quarter of 2005, compared with no allocation in the second quarter of 2004.

Systems Engineering Solutions

The Systems Engineering Solutions segment’s second quarter 2005 sales were $66.2 million, compared with second quarter 2004 sales of $57.6 million. Second quarter 2005 operating profit was $7.0 million, compared with operating profit of $7.1 million in the second quarter of 2004.

Second quarter 2005 sales, compared with the same period of 2004, reflected revenue growth in core defense, environmental and aerospace programs. The lower operating profit in the second quarter of 2005, compared with the same period of 2004, was primarily the result of increased subcontract work in our systems engineering and technical assistance (SETA) contracts which carry lower profit margins, partially offset by increased sales on other contracts. Segment operating profit included pension expense under SFAS No. 87 of $1.6 million in the second quarter of 2005, compared with no pension expense in the second quarter of 2004. Pension expense allocated to contracts pursuant to CAS was $1.8 million in the second quarter of 2005, compared with no allocation in the second quarter of 2004.

Aerospace Engines and Components

The Aerospace Engines and Components segment’s second quarter 2005 sales were $53.0 million, compared with second quarter 2004 sales of $41.3 million. The second quarter 2005 operating profit was $3.4 million, compared with an operating loss of $0.9 million in the second quarter of 2004.

Second quarter 2005 sales, compared with the same period of 2004, reflected revenue growth in OEM piston engines, partially offset by lower aftermarket sales. Sales from turbine engines were higher due to increased sales of engines for the Improved Tactical Air-Launched Decoy (ITALD), Harpoon and Joint Air-to-Surface Standoff Missile (JASSM) programs. Segment operating profit was favorably impacted by higher sales, partially offset by higher warranty expense and higher LIFO reserves. Segment operating profit also included pension expense, under SFAS No. 87 of $0.3 million in the second quarter of 2005, compared with $0.4 million for the second quarter of 2004.

Energy Systems

The Energy Systems segment’s second quarter 2005 sales were $7.6 million, compared with second quarter 2004 sales of $5.4 million. Second quarter 2005 operating profit was $0.5 million, compared with $0.2 million for the second quarter of 2004.

The increase in second quarter 2005 sales resulted from the timing of multi-year government contracts which were awarded in 2003 for fuel cell and thermoelectric power generator work and an increase in commercial hydrogen generator sales. Segment operating profit was favorably impacted by higher sales. Segment operating profit also included pension expense, under SFAS No. 87 of $0.1 million in the second quarter of 2005, compared with no pension expense for the second quarter of 2004. Pension expense allocated to contracts pursuant to CAS was $0.1 million in the second quarter of 2005, compared with no allocation in the second quarter of 2004.

Additional Financial Information

Cash Flow

Cash provided by operating activities was $29.7 million for the second quarter 2005, compared with $18.4 million for the second quarter of 2004. The higher cash provided by operating activities in 2005, compared with 2004, was primarily due to higher net income and reduced working capital requirements, partially offset by higher pension contributions. Free cash flow (cash from operating activities less capital expenditures) was $25.6 million for the second quarter of 2005, compared with free cash flow of $15.7 million for the same period of 2004. On June 30, 2005, Teledyne Technologies completed the acquisition of the stock of Cougar Components Corporation for a purchase price of $26.5 million. The acquisition was funded primarily from borrowings under the $280.0 million credit facility. At July 3, 2005, total debt was $69.7 million, which includes $65.0 million drawn on available credit lines, as well as other debt and capital lease obligations. Cash and cash equivalents were $12.3 million at July 3, 2005. Capital expenditures for the second quarter of 2005 were $4.1 million, compared with $2.7 million for the second quarter of 2004. Depreciation and amortization expense was $6.1 million for the second quarter of 2005 and $5.8 million for the second quarter of 2004.

Free Cash Flow (a)	Second			Second
	Quarter			Quarter
(in millions, brackets indicate use of funds)	2005			2004
Cash provided by operating activities	$	29.7		$	18.4
Capital expenditures		(4.1	)		(2.7	)
Free cash flow	$	25.6		$	15.7

(a) The company defines free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures. Free cash flow provides supplemental information to assist management and the investment community in analyzing the company’s ability to generate cash flow.

Pension

Pension expense for the second quarter of 2005 was $3.1 million, compared with pension expense of $2.2 million for the same period of 2004 in accordance with the pension accounting requirements of SFAS No. 87. Pension expense allocated to contracts pursuant to CAS was $2.3 million in the second quarter of 2005, compared with no allocation in the second quarter of 2004. Under one of its spin-off agreements, after November 29, 2004, the company is able to charge pension costs to the U.S. Government under certain government contracts. Pension expense determined under CAS can generally be recovered through the pricing of products and services to the U.S. Government.

Income Taxes

The effective tax rate for the second quarter of 2005 was 37.7% compared with an effective tax rate of 39.6% for the second quarter of 2004.

Other

Corporate expense for the second quarter of 2005, compared with the second quarter of 2004, was impacted by higher compensation expense and greater professional fee expenses which include increased costs related to Sarbanes-Oxley Act Section 404 compliance and auditing efforts. Interest expense, net of interest income, was $0.9 million in the second quarter of 2005, compared with $0.3 million for the second quarter of 2004 and reflected higher average outstanding debt levels.

Outlook

Based on its current outlook, the company’s management believes that third quarter 2005 earnings per share will be in the range of approximately $0.36 to $0.38. The full year 2005 earnings per share outlook is expected to be in the range of approximately $1.67 to $1.71. The company’s estimated effective income tax rate for 2005 is 37.6%.

The company’s 2005 outlook reflects anticipated sales growth in defense electronics and instrumentation businesses, primarily due to the full-year effect of the company’s 2004 acquisitions. The company’s management also expects revenue in its Systems Engineering segment to have peaked in the first quarter of 2005, due in part to favorable timing on certain chemical weapons demilitarization programs and the company’s systems engineering and technical assistance contract with the U.S. Army. In addition, revenues in the company’s Energy Systems segment and its military turbine engine business are expected to be lower in the second half of 2005 compared with the second half of 2004.

The full year 2005 earnings outlook includes approximately $12.7 million ($0.23 per share) in pension expense under SFAS No. 87, or $3.4 million ($0.06 per share) in net pension expense after recovery of allowable pension costs from our CAS covered government contracts. Full year 2004 earnings included $8.7 million ($0.16 per share) in pension expense under SFAS No. 87, or $8.2 million ($0.15 per share) in net pension expense after recovery of allowable pension costs from our CAS covered government contracts. The decrease in pension expense reflects, in part, the ability to recover pension cost from the government in 2005, partially offset by increased pension liability due to a reduction in the discount rate assumption for the company’s defined benefit plan. The company’s assumed discount rate is 6.25% in 2005, compared with 6.5% in 2004.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 123R, “Share Based Payment” (“SFAS No. 123R”) that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. SFAS No. 123R must be adopted in the first quarter of 2006, however, early adoption is allowed. If the company had elected to adopt SFAS No. 123R in the third quarter of 2005, stock option expense was expected to have reduced pretax earnings by $2.6 million ($0.05 per share) in the second half of 2005. The company currently plans to adopt SFAS No. 123R in the first quarter of 2006. As a result, the current 2005 earnings per share outlook has been revised to exclude $0.05 per share in stock option expense.

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

	2005 Full Year Outlook						2004 Results			2003 Results
	Low			High			Actual			Actual
Earnings per share (excluding net pension										$
expense and income tax benefit)	$	1.73		$	1.77		$	1.39			0.97
Pension expense – SFAS No. 87		(0.23	)		(0.23	)		(0.16	)		(0.13	)
Pension expense – CAS		0.17			0.17			0.01			—
Earnings per share (excluding income tax benefit)		1.67			1.71			1.24			0.84
Income tax benefit		—			—			—			0.07
Earnings per share – GAAP	$	1.67		$	1.71		$	1.24		$	0.91

(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.

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, pension matters 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, communications, commercial aviation and energy exploration markets, funding, continuation and award of government programs, changes in insurance expense, customers’ acceptance of piston engine price increases, continued liquidity of our customers (including commercial airline customers) and economic and political conditions, could change the anticipated results. In addition, 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.

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

While Teledyne Technologies’ growth strategy includes possible acquisitions, the company cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions, including our recent 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 2004 Annual Report on Form 10-K and Form 10-Q. The company assumes no duty to update forward-looking statements.

A live webcast of Teledyne Technologies’ second quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Thursday, July 28, 2005. 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, July 28, 2005.

Investor Contact:	Jason VanWees (310) 893-1642
Media Contact:	Robyn McGowan (310) 893-1640

###

TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JULY 3, 2005 AND JUNE 27, 2004
(Unaudited — In millions, except per share amounts)

	Second			Second			Six			Six
	Quarter			Quarter			Months			Months
	2005			2004			2005			2004
Net sales	$	303.3		$	238.9		$	600.8		$	458.5
Costs and expenses:
Costs of sales		220.0			178.3			434.5			346.6
Selling, general and administrative expenses		56.6			43.9			116.0			85.6
Total costs and expenses		276.6			222.2			550.5			432.2
Income before other income and (expense) and taxes		26.7			16.7			50.3			26.3
Other income (expense)(a)		—			0.1			2.5			0.3
Interest expense, net		(0.9	)		(0.3	)		(1.7	)		(0.4	)
Income before income taxes		25.8			16.5			51.1			26.2
Provision for income taxes		9.7			6.6			19.2			10.4
Net income	$	16.1		$	9.9		$	31.9		$	15.8
Diluted earnings per common share	$	0.47		$	0.30		$	0.93		$	0.48
Weighted average diluted common shares outstanding		34.5			33.2			34.5			33.2

(a) The first six months of 2005 includes the first quarter receipt of $2.5 million pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine business.

TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE THREE AND SIX MONTHS ENDED JULY 3, 2005 AND JUNE 27, 2004
(Unaudited — In millions)

	Second			Second			Six			Six
	Quarter			Quarter			Months			Months
	2005			2004			2005			2004
Net sales:
Electronics and Communications	$	176.5		$	134.6		$	350.0		$	251.0
Systems Engineering Solutions		66.2			57.6			136.7			112.2
Aerospace Engines and Components		53.0			41.3			99.4			84.2
Energy Systems		7.6			5.4			14.7			11.1
Total net sales	$	303.3		$	238.9		$	600.8		$	458.5
Operating profit (loss) and other segment income:
Electronics and Communications	$	20.8		$	14.2		$	40.9		$	22.2
Systems Engineering Solutions		7.0			7.1			14.5			13.2
Aerospace Engines and Components(a)		3.4			(0.9	)		6.7			(1.6	)
Energy Systems		0.5			0.2			1.0			0.5
Segment operating profit	$	31.7		$	20.6		$	63.1		$	34.3
Corporate expense		(5.0	)		(3.9	)		(10.3	)		(8.0	)
Other income (expense)(a)		—			0.1			—			0.3
Interest expense, net		(0.9	)		(0.3	)		(1.7	)		(0.4	)
Income before income taxes		25.8			16.5			51.1			26.2
Provision for income taxes		9.7			6.6			19.2			10.4
Net income	$	16.1		$	9.9		$	31.9		$	15.8

(a) The first six months of 2005 includes the first quarter receipt of $2.5 million pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine business. This amount is included as part of other income on the income statement table above.

TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
JULY 3, 2005 AND JANUARY 2, 2005
(Current period unaudited – In millions)

	July 3,		January 2,
	2005		2005(a)
ASSETS
Cash and cash equivalents	$	12.3	$	11.4
Accounts receivable, net		165.0		141.7
Inventories, net		108.9		97.7
Deferred income taxes, net		29.7		26.8
Prepaid expenses and other assets		9.3		9.3
Total current assets		325.2		286.9
Property, plant and equipment, net		95.9		93.3
Deferred income taxes, net		28.7		28.3
Goodwill and acquired intangible assets, net		199.9		190.6
Other assets, net		27.0		25.7
Total assets	$	676.7	$	624.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	64.6	$	62.3
Accrued liabilities		94.2		97.0
Current portion of long-term debt and capital leases		1.0		3.2
Total current liabilities		159.8		162.5
Long-term debt and capital lease obligation		68.7		74.4
Other long-term liabilities		146.2		125.8
Total liabilities		374.7		362.7
Total stockholders’ equity		302.0		262.1
Total liabilities and stockholders’ equity	$	676.7	$	624.8

(a) Certain amounts for the prior year-end have been changed to conform to the 2005 presentation.

EX-99.2

Exhibit 99.2

(Logo Omitted)

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

News Release

Teledyne Names New Board
Committee Appointment

LOS ANGELES – July 27, 2005 – Teledyne Technologies Incorporated (NYSE:TDY) announced today that Michael T. Smith was named Chairman of Teledyne’s Nominating and Governance Committee. Smith is the retired Chairman and Chief Executive Officer of the former Hughes Electronics Corporation. He has been a Director of Teledyne since 2001.

Smith replaces Diane C. Creel who resigned from the Company’s Board effective July 26, 2005. Ms. Creel is the Chairwoman, President and Chief Executive Officer of Ecovation, Inc.

Teledyne Technologies is a leading provider of sophisticated electronic components, instruments and communication products, systems engineering solutions, aerospace engines and components and on-site gas and power generation systems. Teledyne Technologies has operations in the United States, the United Kingdom, Mexico and Canada. For more information, visit Teledyne Technologies’ website at www.teledyne.com.

Investor Contact:	Jason VanWees
	(310) 893-1642
Media Contact:	Robyn McGowan
	(310) 893-1640