-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L0ckejgQ130C2nWW5WTcrWK0lp5K24x81FsjpPt720VL6NocpORAtD8aHU94Xmku p/8JiVzjPveY0CtazvuMmA== 0000950148-01-501134.txt : 20010702 0000950148-01-501134.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950148-01-501134 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEDYNE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001094285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 251843385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-15295 FILM NUMBER: 1672740 BUSINESS ADDRESS: STREET 1: 2049 CENTURY PARK E STREET 2: #1500 CITY: LOS ANGELES STATE: CA ZIP: 90067-3101 BUSINESS PHONE: 310-277-3311 MAIL ADDRESS: STREET 1: 2049 CENTURY PARK E STREET 2: #1500 CITY: LOS ANGELES STATE: CA ZIP: 90067-3101 11-K 1 v73822e11-k.txt 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period from April 1, 2000 (inception date) to December 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________to________ Commission file number 1-15295 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: TELEDYNE TECHNOLOGIES INCORPORATED 401(K) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: TELEDYNE TECHNOLOGIES INCORPORATED 2049 Century Park East, Suite 1500 Los Angeles, California 90067-3101 2 Teledyne Technologies Incorporated 401(k) Plan Audited Financial Statements and Supplemental Schedule Period from April 1, 2000 (inception) to December 31, 2000 Report of Independent Auditors Teledyne Technologies Incorporated We have audited the accompanying statement of net assets available for benefits of Teledyne Technologies Incorporated 401(k) Plan as of December 31, 2000, and the related statement of changes in net assets available for benefits for the period from April 1, 2000 (inception) to December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits at December 31, 2000, and the changes in its net assets available for benefits for the period from April 1, 2000 (inception) to December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2000 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP June 27, 2001 3 Teledyne Technologies Incorporated 401(k) Plan Statement of Net Assets Available for Benefits December 31, 2000 (In Thousands) Assets Investments, at fair value $125,058 Contributions receivable: Participants 428 Company 95 Other receivables 3 -------- Total assets 125,584 Liabilities Due to broker for investment purchases 29 -------- Net assets available for benefits $125,555 ========
See accompanying notes. 4 Teledyne Technologies Incorporated 401(k) Plan Statement of Changes in Net Assets Available for Benefits Period from April 1, 2000 (inception) to December 31, 2000 (In Thousands) Additions: Contributions: Employee $ 11,082 Employer 1,727 Rollover 1,432 Interest and dividend income 6,565 Transfers to plan 126,006 -------- Total additions 146,812 Deductions: Distributions to participants 5,513 Net depreciation in fair value of investments 15,707 Administrative and other expenses 37 -------- Total deductions 21,257 -------- Net increase 125,555 Net assets available for benefits at beginning of period -- -------- Net assets available for benefits at end of period $125,555 ========
See accompanying notes. 5 Teledyne Technologies Incorporated 401(k) Plan Notes to Financial Statements December 31, 2000 1. SIGNIFICANT ACCOUNTING POLICIES Basis Of Accounting The accompanying financial statements of Teledyne Technologies Incorporated 401(k) Plan (the Plan) have been prepared on an accrual basis. Valuation Of Investments Mutual funds and common collective trust funds are stated at their unit values established for each fund by the fund manager, at each valuation date, which fluctuate with the value of the assets in each fund. Units of the Teledyne Technologies Incorporated (Teledyne Technologies or the Company), Allegheny Technologies Incorporated (Allegheny Technologies) and Water Pik Technologies Incorporated (Water Pik Technologies) stock funds are valued principally on the basis of the market value of the Teledyne Technologies, Allegheny Technologies, and Water Pik Technologies common stock, respectively, in which it invests. Although the performance of the Teledyne Technologies, Allegheny Technologies, and Water Pik Technologies Stock Funds is based on the performance of the underlying stock, the value of a fund unit is different from the price of one share of the stock, which is stated at the quoted market price as listed on the New York Stock Exchange due to the inclusion of cash amounts for liquidity purposes. Other common stocks are stated at their quoted market price. Participant loans and interest-bearing cash accounts are stated at their outstanding balance which approximates fair value. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 6 Teledyne Technologies Incorporated 401(k) Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN General The Plan is a defined contribution plan available to eligible U.S. domestic employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Contributions Participants can defer between 1% and 15%, subject to Internal Revenue Service limitations, of their eligible wages and contribute them to the Plan. Employees become eligible for company matching contributions following 90 days of service. Qualifying employee contributions are partially matched by the Company up to a maximum of $1,000 annually for each participant. Participant Accounts Separate accounts are maintained by the plan sponsor for each participating employee. Trustee fees and asset management fees charged for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the plan sponsor. Vesting Participants are 100% vested in their contributions, company contributions and all earnings thereon. Participant Loans Active employees can borrow up to 50% of their vested account balances. The loan amounts are further limited to a minimum of $500 and a maximum of $50,000, and an employee can have no more than one loan outstanding at any given time. Interest rates are determined based on commercially accepted criteria, and payment schedules vary based on the type of the loan. Loans may be paid in full or in part at any time. Loans are repayable over periods of up to five years (fifteen years for loans to purchase the participant's primary residence). Payments are generally made by payroll deductions. 7 Teledyne Technologies Incorporated 401(k) Plan Notes to Financial Statements (continued) Plan Termination In the event that the Plan is partially or completely terminated, or the plan sponsor permanently discontinues making contributions, all amounts credited to the accounts of affected participants become fully vested and nonforfeitable. Withdrawals And Distributions The Plan allows for participants to make withdrawals from the Plan upon reaching age 59 1/2. Additionally, the value of participant's contributions and the value of all vested Company contributions are payable to participants upon death, disability, retirement or upon termination of employment with the Company. At the participant's election, payment may be made in cash as a single lump sum or in installments. Administrative Expenses The Company pays administrative expenses, which include recordkeeping, trustee fees and expenses of the Company incurred in administering the Plan. Participants pay loan origination and servicing fees. Other Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the Summary Plan Description. Copies of this Summary Plan Description are available from the Company. 3. PLAN ASSET TRANSFERS The Company became an independent public company on November 29, 1999 through a spin-off from Allegheny Technologies Incorporated. At the time of the spin-off and through March 31, 2000, the Company's employees participated in the Teledyne 401(k) Plan, a "Multiple Employer Plan", comprised of the Allegheny Technologies Incorporated Plan, the Teledyne Technologies Incorporated Plan and the Water Pik Technologies, Inc. Plan. The Company's employees' account balances under that plan were transferred to the Plan effective April 1, 2000. Assets transferred from the Teledyne 401(k) Plan totaled approximately $126,006,000. 8 Teledyne Technologies Incorporated 401(k) Plan Notes to Financial Statements (continued) 4. INVESTMENTS Plan participants can invest their contributions in any or all of the investment programs managed by the plan trustee listed below: The Plan's investments were held by Merrill Lynch Trust Company (Merrill Lynch), the former trustee, from April 1, 2000 to August 31, 2000 and by Fidelity Management Trust Company (Fidelity), the current trustee, from September 1, 2000 to December 31, 2000. Plan participants may direct their investment balances and contributions amongst numerous investment options offered by the Plan and managed by each trustee during the respective periods. One of these investment options is the Fidelity Brokerage Link Account, which enables a participant to invest in individual common stocks, mutual funds and other investments as stipulated by the Plan through a brokerage account provided by Fidelity Brokerage Services. The following presents investments that represent 5% or more of the Plan's net assets at December 31, 2000 (in thousands): Fidelity Fund $51,375 Fidelity Growth Company Fund 13,562 Fidelity Freedom Fund 2020 13,790 Fidelity Freedom Fund 2030 7,329
During 2000, the Plan's investments (including investments purchased, sold, as well as held during the period) appreciated (depreciated) in fair value as follows (in thousands): Mutual Funds $(16,741) Common collective trusts 6 Common stock 1,028 -------- $(15,707) ========
5. INCOME TAX STATUS The Plan has applied for but has not received a determination letter from the Internal Revenue Service stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code). However, the plan administrator 9 Teledyne Technologies Incorporated 401(k) Plan Notes to Financial Statements (continued) believes that the Plan is qualified and, therefore, the related trust is exempt from taxation. 6. PARTIES-IN-INTEREST During 2000, the Plan invested in mutual funds and common collective trust funds managed by Merrill Lynch or Fidelity. Trustee and investment fees paid during 2000 were based on customary and reasonable rates for such services. One of the investment options available to participants is the Teledyne Technologies Incorporated Stock Fund that included 247,209 shares of Teledyne Technologies Incorporated common stock at December 31, 2000. 7. RECONCILIATION OF FORM 5500 TO FINANCIAL STATEMENTS The following is a reconciliation of net assets available for benefits from the financial statements to the Form 5500 at December 31, 2000 (in thousands):
DECEMBER 31 2000 ----------- Net assets available for benefits per the financial statements $125,555 Less: benefits payable at year-end 180 -------- Net assets available for benefits on Form 5500 $125,375 ========
10 Supplemental Schedule Teledyne Technologies Incorporated 401(k) Plan EIN: 25-1843385 Schedule H, Line 4(i) -- Schedule of Assets (Held at End of Year) December 31, 2000 (In thousands, except for unit/share information)
DESCRIPTION CURRENT IDENTITY OF ISSUE OF ASSET VALUE ----------------- ---------------------- -------- Fidelity Retirement Money Market Portfolio* 5,822,868 shares $ 5,823 Income Accumulation Fund* 5,072,524 shares 5,073 Fidelity Capital and Income Fund* 2,304 shares 18 Fidelity U.S. Bond Index Fund* 424,733 shares 4,498 Fidelity Fund* 1,568,243 shares 51,375 Fidelity Capital Appreciation Fund* 2,270 shares 50 Fidelity Growth Company Fund* 189,864 shares 13,562 Fidelity Large Cap Stock Fund* 12,963 shares 230 Fidelity Mid-Cap Stock Fund* 98,182 shares 2,559 Fidelity Value Fund* 3,418 shares 158 Fidelity Diversified International Fund* 129,015 shares 2,831 Fidelity Brokerage Link* See following page 313 Teledyne Technologies Incorporated Common Stock* 247,209 shares 5,840 Allegheny Technologies Common Stock 88,061 shares 1,398 Water Pik Technologies Common Stock 7,986 shares 56 Fidelity Freedom Income Fund* 90,102 shares 1,006 Fidelity Freedom Fund 2000* 19,165 shares 226 Fidelity Freedom Fund 2010* 288,055 shares 3,987 Fidelity Freedom Fund 2020* 947,089 shares 13,790 Fidelity Freedom Fund 2030* 488,616 shares 7,329 Fidelity Freedom Fund 2040* 11,870 shares 104 Colchester Street Trust Money Market Portfolio Interest-bearing cash 146 Participant Loans Various maturities 4,686 -------- $125,058 ========
* Party-in-interest 11 Teledyne Technologies Incorporated 401(k) Plan EIN: 25-1843385 Schedule H, Line 4(i) -- Schedule of Assets (Held at End of Year) (continued) December 31, 2000
DESCRIPTION CURRENT IDENTITY OF ISSUE OF ASSET VALUE ----------------- -------------- -------- Global Crossing Ltd. Com 400 shares $ 5,725 AT&T Corp Com 100 shares 1,725 Applied Materials Inc. 160 shares 6,110 Armstrong Holdings Inc. 500 shares 1,031 Atmel Corp. Com 400 shares 4,650 B2B Internet Holders TR Depositary Rcpt 200 shares 3,563 Borders Group Inc. Com 500 shares 5,844 Cisco Sys. Inc. Com 300 shares 11,475 Covad Communications Group I Com 640 shares 1,060 Ericsson L M Tel Co. ADR CL B SEK 10 160 shares 1,790 Federal Mogul Corp. Com 3,500 shares 8,095 Fidelity Cash Reserves 112,908 shares 112,908 Fidelity Growth & Income Fund 59 shares 2,481 Fidelity Dividend Growth Fund 83 shares 2,472 General Motors Corp CL H 1,607 shares 36,961 JDS Uniphase Corp Com 75 shares 3,127 Juno Online Svcs Inc. Com 2,400 shares 1,574 Lucent Technologies Inc. Com 100 shares 1,352 Microsoft Corp Com 80 shares 3,470 Oplink Communications Inc. OC-Com 325 shares 5,870 Putnam Invt Fds Classic Equity C 2,415 shares 31,344 Putnam Invt Fds Growth Opptns C 437 shares 9,462 Putnam Intl Growth Fd CL C 471 shares 11,568 Putnam Voyager Fd II CL C 250 shares 6,103 Silicon Storage Techn Inc. Com 100 shares 1,181 Strong Income Fds Inc. ST High-growth Yld 122 shares 1,197 Trans World Airls Inc. Com 100 shares 105 Triquint Semiconductor Inc. Com 500 shares 21,844 Tut Sys Inc. 400 shares 3,300 Wink Communications Inc. Com 350 shares 2,100 Xerox Corp. Com 300 shares 1,387 Yahoo Inc. Com 60 shares 1,804 -------- $312,678 ========
12 ITEM 4 Financial Statements and Exhibits (a) Financial Statements Financial statements and supplemental schedule prepared in accordance with the financial reporting requirements of ERISA filed hereunder are listed on page 3 hereof in the Contents, in lieu of the requirements of Items 1 to 3 above. (b) Exhibits: 23 Consent of Independent Auditors 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrative Committee that administers the Plan has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 29, 2001 TELEDYNE TECHNOLOGIES INCORPORATED 401(K) PLAN By: /s/ ROBYN E. CHOI -------------------------------- Robyn E. Choi, Vice President Administration EX-23 2 v73822ex23.txt CONSENT 1 EXHIBIT 23 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-33878) pertaining to the Teledyne Technologies Incorporated 401(k) Plan of our report dated June 27, 2001, with respect to the financial statements and schedule of the Teledyne Technologies Incorporated 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000. /s/ Ernst & Young LLP Los Angeles, California June 29, 2001 -----END PRIVACY-ENHANCED MESSAGE-----