10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2003

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-15295

TELEDYNE TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	25-1843385 (I.R.S. Employer Identification Number)
12333 West Olympic Boulevard Los Angeles, California (Address of principal executive offices)	90064-1021 (Zip Code)

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

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   ü   No       

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   ü   No       

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at June 29, 2003
Common Stock, $.01 par value per share	32,180,084 shares

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
	Item 1. Financial Statements
		CONSOLIDATED CONDENSED BALANCE SHEETS
		CONSOLIDATED CONDENSED STATEMENTS OF INCOME
		CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II OTHER INFORMATION
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT 10
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES

TABLE OF CONTENTS

			PAGE
Part I	Financial Information			2
	Item 1.	Financial Statements		2
		Consolidated Condensed Balance Sheets		2
		Consolidated Condensed Statements of Operations		3
		Consolidated Condensed Statements of Cash Flows		4
		Notes to Consolidated Condensed Financial Statements		5
	Item 2.	Management's Discussion and Analysis of Financial
		Condition and Results of Operations		12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19
	Item 4.	Controls and Procedures		19
Part II	Other Information			20
	Item 4.	Submission of Matters to a Vote of Security Holders		20
	Item 6.	Exhibits and Reports on Form 8-K		20
Signatures				21

1

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 29, 2003 AND DECEMBER 29, 2002
(Amounts in millions, except share amounts)

			June 29,			December 29,
			2003			2002
			(Unaudited)
Assets
Current Assets
	Cash and cash equivalents		$	4.9		$	19.0
	Receivables, net			115.1			109.2
	Inventories, net			80.3			66.8
	Deferred income taxes, net			22.4			18.9
	Prepaid expenses, notes receivable and other			5.2			8.0
		Total Current Assets		227.9			221.9
Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $136.3 at June 29, 2003 and $126.8 at December 29, 2002				73.0			74.7
Deferred income taxes, net				26.6			22.2
Goodwill, net				61.7			44.3
Other assets				26.3			28.0
Total Assets			$	415.5		$	391.1
Liabilities and Stockholders’ Equity
Current Liabilities
	Accounts payable		$	47.9		$	53.1
	Accrued income taxes payable			12.4			2.0
	Accrued liabilities			69.8			64.2
		Total Current Liabilities		130.1			119.3
Accrued pension obligation				43.5			40.5
Accrued postretirement benefits				26.2			26.8
Other long-term liabilities				25.1			27.7
Total Liabilities				224.9			214.3
Stockholders’ Equity
	Common stock, $0.01 par value; outstanding shares 32,180,084 at June 29, 2003 and 32,048,827 at December 29, 2002			0.3			0.3
	Additional paid-in capital			131.2			129.8
	Retained earnings			81.9			69.9
	Accumulated other comprehensive income (loss)			(22.8	)		(23.2	)
	Total Stockholders’ Equity			190.6			176.8
Total Liabilities and Stockholders’ Equity			$	415.5		$	391.1

The accompanying notes are an integral part of these financial statements.

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TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 29, 2003 AND JUNE 30, 2002
(Unaudited — Amounts in millions, except per-share amounts)

		Second Quarter						Six Months
		2003			2002			2003			2002
Sales		$	205.4		$	188.0		$	402.6		$	371.3
Costs and expenses
	Cost of sales		153.5			141.7			305.1			280.7
	Selling, general and administrative expenses		39.3			36.6			75.7			72.3
	Restructuring and other charges		—			(0.6	)		—			(0.6	)
			192.8			177.7			380.8			352.4
Operating profit			12.6			10.3			21.8			18.9
	Interest and debt expense, net		0.2			0.2			0.3			0.5
	Other income (expense)		(1.7	)		0.2			(1.8	)		0.4
Income before income taxes			10.7			10.3			19.7			18.8
	Provision for income taxes		4.2			4.1			7.7			7.5
Net income		$	6.5		$	6.2		$	12.0		$	11.3
Basic earnings per common share		$	0.20		$	0.19		$	0.37		$	0.35
Weighted average common shares outstanding			32.2			32.0			32.2			32.0
Diluted earnings per common share		$	0.20		$	0.19		$	0.37		$	0.35
Weighted average diluted common shares outstanding			32.5			32.9			32.5			32.7

The accompanying notes are an integral part of these financial statements.

3

TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 29, 2003 AND JUNE 30, 2002
(Unaudited — Amounts in millions)

				Six Months
				2003			2002
Cash flow from operating activities
	Net income from continuing operations			$	12.0		$	11.3
	Adjustments to reconcile net income to net cash from operating activities:
			Depreciation and amortization		11.2			10.8
			Deferred income taxes		(7.9	)		0.3
	Changes in operating assets and liabilities:
		Increase in accounts receivable			(0.7	)		(9.0	)
		Increase in inventories			(7.8	)		(5.8	)
		Decrease in prepaid expenses and other assets			2.9			2.5
		Increase (decrease) in accounts payable			(10.7	)		7.2
		Increase in accrued liabilities			1.1			5.9
		Increase in income taxes payable, net			10.4			11.9
		Increase (decrease) in long-term assets			1.7			(0.1	)
		Increase (decrease) in other long-term liabilities			(3.1	)		3.3
		Increase (decrease) in accrued pension obligation			3.0			(2.5	)
		Decrease in accrued postretirement benefits			(0.6	)		(1.1	)
		Other operating, net			0.3			(0.3	)
					11.8			34.4
			Net cash flow from discontinued operations		(0.1	)		(0.6	)
			Net cash provided by operating activities		11.7			33.8
Cash flow from investing activities
	Purchases of property, plant and equipment				(6.6	)		(7.0	)
	Purchase of businesses, net of cash acquired				(20.3	)		—
	Other investing, net				(0.3	)		—
			Net cash used by investing activities		(27.2	)		(7.0	)
Cash flow from financing activities
	Net repayments of revolving credit agreement				—			(30.0	)
	Proceeds from issuance of common stock				1.4			1.4
			Net cash provided (used) by financing activities		1.4			(28.6	)
Decrease in cash and cash equivalents					(14.1	)		(1.8	)
Cash and cash equivalents—beginning of period					19.0			11.9
Cash and cash equivalents—end of period				$	4.9		$	10.1

The accompanying notes are an integral part of these financial statements.

4

TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

June 29, 2003

1. General

Basis of Accounting

The accompanying unaudited consolidated condensed financial statements have been prepared by Teledyne Technologies Incorporated (Teledyne Technologies or the Company) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in notes to consolidated financial statements have been condensed or omitted pursuant to such rules and regulations, but resultant disclosures are in accordance with accounting principles generally accepted in the United States as they apply to interim reporting. The consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in Teledyne Technologies’ Annual Report on Form 10-K for the fiscal year ended December 29, 2002 (2002 Form 10-K).

In the opinion of Teledyne Technologies’ management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, Teledyne Technologies’ consolidated financial position as of June 29, 2003, and the consolidated results of operations for the three and six months then ended and the cash flows for the six months then ended. The results of operations and cash flows for the periods ended June 29, 2003, are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year.

Certain financial statements and notes for the prior year have been changed to conform to the 2003 presentation.

Recent Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. It represents a significant change in practice in the accounting for a number of financial instruments, including mandatorily redeemable equity instruments and certain equity derivatives that frequently are used in connection with share repurchase programs. SFAS No. 150 must be applied immediately to instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. As Teledyne Technologies currently has no financial instruments that would be subject to SFAS No. 150, the adoption will have no impact on the Company.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). FIN 46 requires companies to evaluate variable interest entities to determine whether to apply the consolidation provisions of FIN 46 to those entities. Companies must apply FIN 46 to entities created after January 31, 2003, and to variable interest entities in which a company obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which a company holds a variable interest that is acquired before February 1, 2003. Teledyne Technologies’ adoption of FIN 46 will have no impact on the Company’s consolidated results of operations or financial position.

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Teledyne Technologies’ initial adoption of SFAS No. 143, effective January 1, 2003, did not have a material effect on its financial position or results of operations.

5

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. In particular, SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is generally effective for contracts entered into or modified after June 30, 2003 and is not expected to have a material impact on Teledyne Technologies’ financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others — an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (FIN 45). FIN 45 describes the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year-end. The Company adopted the initial recognition and measurement provisions in the first quarter of 2003. The adoption of FIN 45 had no impact on Teledyne Technologies’ financial position or results of operations.

2. Business Combinations and Discontinued Operations

On June 27, 2003, Teledyne Technologies acquired from Spirent plc its Aviation Information Solutions businesses (collectively “AIS”), which include Spirent Systems Wichita, Inc., Spirent Systems — Aerospace Solutions (Ottawa) Limited and assets of United Kingdom-based The Flight Data Company Limited, for $6.85 million in cash. AIS designs and manufactures aerospace data acquisition devices, networking products and flight deck and cabin displays. The acquisition of AIS provides Teledyne Technologies with advanced airborne file servers, data analysis software and information displays that are highly synergistic with Teledyne Controls’ data acquisition and communication systems that enhance flight safety and maintenance efficiency for airline and airfreight customers.

On May 16, 2003, Teledyne Technologies acquired Tekmar Company, a wholly owned subsidiary of Emerson Electric Co., for $13.5 million in cash. Tekmar Company, also known as Tekmar-Dohrmann, is a premier manufacturer of gas chromatography introduction systems and automated total organic carbon analyzers. Tekmar Company, located in Mason, Ohio, became a business unit of Teledyne Instruments, a group of electronic instrumentation businesses within Teledyne’s Electronics and Communications business segment. Tekmar Company’s product lines include a portfolio of front-end instruments that handle the sample preparation and treatment of volatile organic compounds analyzed in gas chromatographs. Tekmar Company also provides complete analytical systems for laboratory and industrial testing of total organic carbon.

On September 27, 2002, Teledyne Technologies acquired Monitor Labs Incorporated from Spirent plc for $24 million in cash. Monitor Labs is a supplier of environmental monitoring instrumentation for the detection, measurement and reporting of air pollutants with locations in Englewood, Colorado and Gibsonia, Pennsylvania. Monitor Labs became a business unit of Teledyne Instruments.

Tekmar Company’s and Monitor Labs’ results are included in the Company’s consolidated financial statements from the date of each respective acquisition. Since the acquisition of AIS occurred at the end of the second quarter, only the balance sheet accounts have been included at June 29, 2003. In all acquisitions, the excess of the purchase price over the fair value of net assets acquired has been allocated to identifiable intangible assets including goodwill in accordance with SFAS No. 141. The allocations of the purchase price for the acquisitions of Tekmar Company and AIS are preliminary as they were recently acquired.

6

In December 2000, Teledyne Technologies sold the assets of Teledyne Cast Parts, a provider of sand and investment castings to the aerospace and defense industries. Payment made against reserves recorded as part of the sale are shown in the discontinued operation caption of the cash flow statement.

3. Comprehensive Income

Teledyne Technologies’ comprehensive income is comprised of net income, foreign currency translation adjustments and the unrealized gain or loss on marketable equity securities. Teledyne Technologies’ total comprehensive income for the second quarter and first six months of 2003 and 2002 consist of the following:

			Second Quarter					Six Months
			2003		2002			2003		2002
Net income			$	6.5	$	6.2		$	12.0	$	11.3
Other comprehensive income (loss), net of tax:
	Foreign currency translation gains			0.3		—			0.3		0.1
	Gain (loss) on marketable equity securities			0.1		(0.2	)		0.1		(0.2	)
		Total other comprehensive income (loss)		0.4		(0.2	)		0.4		(0.1	)
Total comprehensive income			$	6.9	$	6.0		$	12.4	$	11.2

4. Earnings Per Share

Basic and diluted earnings per share were computed based on net earnings. The weighted average number of common shares outstanding during the period was used in the calculation of basic earnings per share, and this number of shares was increased by the dilutive effect of stock options based on the treasury stock method in the calculation of diluted earnings per share.

The following table sets forth the computations of basic and diluted earnings per share (amounts in millions, except per-share data):

		Second Quarter				Six Months
		2003		2002		2003		2002
Basic earnings per share
	Net income/earnings applicable to common stock	$	6.5	$	6.2	$	12.0	$	11.3
	Weighted average common shares outstanding		32.2		32.0		32.2		32.0
Basic earnings per common share		$	0.20	$	0.19	$	0.37	$	0.35
Diluted earnings per share
	Earnings applicable to common stock	$	6.5	$	6.2	$	12.0	$	11.3
	Weighted average common shares outstanding		32.2		32.0		32.2		32.0
	Dilutive effect of exercise of options outstanding		0.3		0.9		0.3		0.7
	Weighted average diluted common shares outstanding		32.5		32.9		32.5		32.7
Diluted earnings per common share		$	0.20	$	0.19	$	0.37	$	0.35

7

5. Stock-Based Compensation

The following disclosures are based on stock options held by Teledyne Technologies’ employees. Teledyne Technologies accounts for its stock option plans in accordance with APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related Interpretations. Under APB Opinion No. 25, no compensation expense is recognized because the exercise price of the Company’s employee stock options equals the market price of the underlying stock at the date of the grant. In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-based Compensation” and was effective immediately upon issuance. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair-value-based method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure requirements of SFAS No. 123 to require interim and annual disclosures about the method of accounting for stock-based compensation and the effect of the method used on reported results. The Company follows the requirements of APB Opinion No. 25 and the disclosure only provision of SFAS No. 123, as amended by SFAS No. 148.

As noted in the preceding paragraph, Teledyne Technologies accounts for its stock options under APB Opinion No. 25. If compensation cost for these options had been determined under the SFAS No. 123 fair-value method using the Black-Scholes option-pricing model, the impact on net income and earnings per share is presented in the following table (amounts in millions, except per-share data):

		Second Quarter						Six Months
		2003			2002			2003			2002
Net income as reported		$	6.5		$	6.2		$	12.0		$	11.3
	Stock-based compensation under SFAS No 123 fair-value method, net of tax		(1.1	)		(1.3	)		(2.3	)		(2.6	)
	Adjusted net income	$	5.4		$	4.9		$	9.7		$	8.7
Basic earnings per share
	As reported	$	0.20		$	0.19		$	0.37		$	0.35
	As adjusted	$	0.17		$	0.15		$	0.30		$	0.27
Diluted earnings per share
	As reported	$	0.20		$	0.19		$	0.37		$	0.35
	As adjusted	$	0.17		$	0.15		$	0.30		$	0.27

6. Cash and Cash Equivalents

Cash equivalents consist of highly liquid money-market mutual funds and bank deposits with maturities of three months or less when purchased. Cash equivalents totaled $2.7 million and $15.4 million at June 29, 2003 and December 29, 2002, respectively.

8

7. Inventories

Inventories are primarily valued under the LIFO method. Since an actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time, interim LIFO calculations must necessarily be based on the Company’s estimates of expected year-end inventory levels and costs. Because these are subject to many factors beyond the Company’s control, interim results are subject to the final year-end LIFO inventory valuation. Inventories consist of the following (amounts in millions):

Balance at	June 29, 2003			December 29, 2002
Raw materials and supplies	$	27.2		$	23.7
Work in process		67.4			65.7
Finished goods		16.2			8.5
		110.8			97.9
Progress payments		(5.0	)		(4.9	)
LIFO reserve		(25.5	)		(26.2	)
Total inventories, net	$	80.3		$	66.8

8. Supplemental Balance Sheet Information

The increase in goodwill in 2003 includes goodwill acquired as part of the Tekmar Company and AIS acquisitions as described in Note 2. Accrued liabilities included salaries and wages of $29.3 million and $27.8 million at June 29, 2003 and December 29, 2002, respectively. Other long-term liabilities included reserves for self-insurance, deferred compensation liabilities and environmental reserves.

Some of the Company’s products are subject to specified warranties. The Company maintains a warranty reserve for the estimated future costs of repair, replacement or customer accommodation and periodically reviews this reserve for adequacy. Such review would generally include a review of historic warranty experience with respect to the applicable business or products, as well as the length and actual terms of the warranties. Changes in the Company’s product warranty reserve during the period are as follows (in millions):

Balance at December 29, 2002		$	5.2
	Accruals for product warranties		2.2
	Cost of warranty claims		(2.2	)
	Acquisitions		1.1
Balance at June 29, 2003		$	6.3

9. Lawsuits, Claims, Commitments, Contingencies and Related Matters

The Company is subject to federal, state and local environmental laws and regulations which require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations, including sites at which the Company has been identified as a potentially responsible party under the federal Superfund laws and comparable state laws. The Company has been identified as a potentially responsible party at approximately 17 such sites, excluding those at which the Company believes it has no future liability.

In accordance with the Company’s accounting policy disclosed in Note 2 to the consolidated financial statements in the 2002 Form 10-K, environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, investigations are not yet at a stage where the Company has been able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss, or certain components thereof. Estimates of the Company’s liability are further subject to

9

uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluations and estimates of appropriate cleanup technology, methodology and cost, the extent of corrective actions that may be required, and the number and financial condition of other potentially responsible parties, as well as the extent of their responsibility for the remediation. Accordingly, as investigation and remediation of these sites proceeds, it is likely that adjustments in the Company’s accruals will be necessary to reflect new information. The amounts of any such adjustments could have a material adverse effect on the Company’s results of operations in a given period, but the amounts, and the possible range of loss in excess of the amounts accrued, are not reasonably estimable. Based on currently available information, management does not believe that future environmental costs in excess of those accrued with respect to sites with which the Company has been identified are likely to have a material adverse effect on the Company’s financial condition or liquidity. However, resolution of one or more of these environmental matters or future accrual adjustments in any one reporting period could have a material adverse effect on results of operations for that period. Additionally, there can be no assurance that additional future developments, administrative actions or liabilities relating to environmental matters will not have a material adverse effect on the Company’s financial condition or results of operations.

At June 29, 2003, the Company’s reserves for environmental remediation obligations totaled approximately $1.9 million, of which approximately $0.3 million were included in current liabilities. The Company periodically evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties other than participating potentially responsible parties.

The timing of expenditures depends on a number of factors that vary by site, including the nature and extent of contamination, the number of potentially responsible parties, the timing of regulatory approvals, the complexity of the investigation and remediation, and the standards for remediation. The Company expects that it will expend present accruals over many years, and will complete remediation of all sites with which it has been identified in up to 30 years.

Various claims (whether based on U.S. Government or Company audits and investigations or otherwise) have been or may be asserted against the Company related to its U.S. Government contract work, including claims based on business practices and cost classifications and actions under the False Claims Act. Although such claims are generally resolved by detailed fact-finding and negotiation, on those occasions when they are not so resolved, civil or criminal legal or administrative proceedings may ensue. Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S. Government contracts. Under government regulations, a company, or one or more of its operating divisions or units, can also be suspended or debarred from government contracts based on the results of investigations. Although the outcome of these matters cannot be predicted with certainty, management does not believe there is any audit, review or investigation currently pending against the Company of which management is aware that is likely to result in suspension or debarment of the Company, or that is otherwise likely to have a material adverse effect on the Company’s financial condition or liquidity. The resolution in any reporting period of one or more of these matters, however, could have a material adverse effect on the Company’s results of operations for that period.

The Company learns from time to time that it has been named as a defendant in civil actions filed under seal pursuant to the False Claims Act. Such cases are under seal and remain so until the U.S. Government decides if it will intervene and the Company therefore does not generally possess sufficient information to determine whether the Company could sustain a material loss in connection with such cases, or to reasonably estimate the amount of any loss attributable to such cases. The Company was informed that the U.S. Government has declined to intervene in a civil lawsuit filed under seal more than four years ago. While the court granted the Company’s motion to dismiss the on-going civil lawsuit, the decision has been appealed.

10

The Tax Sharing and Indemnification Agreement entered into with Allegheny Technologies Incorporated (ATI), in connection with the November 29, 1999 spin-off, provides that the Company will indemnify ATI and its agents and representatives for taxes imposed on, and other amounts paid by, them or ATI stockholders if the Company takes actions or fails to take actions that result in the spin-off not qualifying as a tax-free distribution. If the Company were required to so indemnify ATI, such an obligation could have a material adverse effect on its financial condition, results of operations and cash flow and the amount the Company could be required to pay could exceed its net worth by a substantial amount. The Company believes that it has satisfied all principal spin-off requirements to assure such tax-free treatment.

A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its business, including those pertaining to aircraft and other product liability, patent infringement, contract disputes, employment and employee benefits. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity. The resolution in any reporting period of one or more of these matters, could have a material adverse effect on the Company’s results of operations for that period.

10. Industry Segments

The following table presents Teledyne Technologies’ interim industry segment disclosures (amounts in millions):

			Second Quarter						Six Months
			2003			2002			2003			2002
Sales:
Electronics and Communications			$	109.6		$	94.2		$	213.2		$	184.7
Systems Engineering Solutions				54.6			51.5			107.0			98.4
Aerospace Engines and Components				37.7			39.0			75.5			80.9
Energy Systems				3.5			3.3			6.9			7.3
		Total sales	$	205.4		$	188.0		$	402.6		$	371.3
Operating Profit (Loss):
Electronics and Communications			$	7.6		$	9.0		$	14.9		$	17.3
Systems Engineering Solutions				8.1			5.7			13.8			9.5
Aerospace Engines and Components				1.1			0.1			1.6			0.8
Energy Systems				(0.2	)		(0.9	)		(0.7	)		(1.2	)
		Total segment operating profit		16.6			13.9			29.6			26.4
Corporate expense				4.0			3.6			7.8			7.5
Other income (expense)				(1.7	)		0.2			(1.8	)		0.4
Interest and debt expense, net				0.2			0.2			0.3			0.5
Income before income taxes				10.7			10.3			19.7			18.8
	Provision for income taxes			4.2			4.1			7.7			7.5
	Net income		$	6.5		$	6.2		$	12.0		$	11.3

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Teledyne Technologies’ second quarter 2003 sales were $205.4 million, compared with sales of $188.0 million for the same period in 2002. Net income for the second quarter of 2003 was $6.5 million ($0.20 per diluted share), compared with net income of $6.2 million ($0.19 per diluted share) for the second quarter of 2002. Sales for the first six months of 2003 were $402.6 million, compared with sales of $371.3 million for the same period in 2002. Net income for the first six months of 2003 was $12.0 million ($0.37 per diluted share), compared with $11.3 million ($0.35 per diluted share) for the first six months of 2002.

The second quarter and the first six months of 2003, compared with the same periods in 2002, primarily reflected higher sales in the Electronics and Communications segment and Systems Engineering Solutions segment, partially offset by lower sales in the Aerospace Engines and Components segment. Higher sales resulted from both organic growth and strategic acquisitions, notwithstanding a difficult environment in some of the Company’s commercial markets.

The increase in earnings for the second quarter and the first six months of 2003, compared with the same periods of 2002, reflected improved results in the Systems Engineering Solutions, Aerospace Engines and Components and Energy Systems segments partially offset by lower results in the Electronics and Communications segment . The second quarter of 2003 included pretax non-cash pension expense of $1.7 million compared with pretax non-cash pension income of $0.6 million in the second quarter of 2002. The first six months of 2003 included pretax non-cash pension expense of $3.4 million compared with pretax non-cash pension income of $1.2 million in the first six months of 2002.

Cost of sales in total dollars was higher in both the second quarter and the first six months of 2003, compared with the same periods in 2002. The increase was in line with higher sales and also reflected higher pension expense, partially offset by product mix differences. Cost of sales as a percentage of sales for the second quarter of 2003 was lower compared with the same period of 2002 and reflected an improvement due to a booking rate adjustment for the Ground-based Midcourse Defense (GMD) contract, higher year over year award and incentive fees related to the finalization of fee negotiations for fiscal year 2002 for the GMD contract, and a favorable LIFO adjustment, partially offset by higher pension expense and sales mix differences. Cost of sales as a percentage of sales for the first six months of 2003 was higher compared with the same period of 2002 and included the favorable impacts described in the preceding sentence, which were more than offset by higher pension expense and sales mix differences. Additionally, the second quarter and the first six months of 2002 reflect the revised income statement classification of the restructuring and other charges originally recorded in the second quarter of 2001. The classification revision increased cost of sales by $0.6 million and decreased restructuring and other charges by $0.6 million but had no impact on income before taxes in 2002.

Selling, general and administrative expenses, including research and development and bid and proposal expense, in total dollars were higher in the second quarter and the first six months of 2003, compared with the same periods in 2002. This increase was in line with higher sales and also included expenditures from Monitor Labs, acquired in September 2002, and Tekmar Company, acquired in May 2003, as well as increased bid and proposal expense in the Systems Engineering Solutions segment, partially offset by lower research and development expense in the Electronics and Communications segment. Selling, general and administrative expenses for the second quarter and the first six months of 2003, as a percentage of sales were lower, compared with the same periods in 2002, which reflected the benefit of higher sales combined with selling expenses and general and administrative expenses that show relatively no change if the impact of the acquisitions noted above are excluded.

The first six months of 2003 includes a $2.3 million charge, of which $2.0 million was recorded in the second quarter, in other expense related to the write-off of the Company’s remaining cost-based investment in a private company engaged in manufacturing and development of micro optics and microelectromechanical devices.

The Company’s effective tax rate for the second quarter and the first six months of 2003 was 39.0%, compared with an effective tax rate of 39.7% for the same periods of 2002.

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Review of Operations:

The following table sets forth the sales and operating profit for each segment (amounts in millions):

			Second Quarter						Six Months
			2003			2002			2003			2002
Sales:
Electronics and Communications			$	109.6		$	94.2		$	213.2		$	184.7
Systems Engineering Solutions				54.6			51.5			107.0			98.4
Aerospace Engines and Components				37.7			39.0			75.5			80.9
Energy Systems				3.5			3.3			6.9			7.3
		Total sales	$	205.4		$	188.0		$	402.6		$	371.3
Operating Profit (Loss):
Electronics and Communications			$	7.6		$	9.0		$	14.9		$	17.3
Systems Engineering Solutions				8.1			5.7			13.8			9.5
Aerospace Engines and Components				1.1			0.1			1.6			0.8
Energy Systems				(0.2	)		(0.9	)		(0.7	)		(1.2	)
		Total segment operating profit		16.6			13.9			29.6			26.4
Corporate expense				4.0			3.6			7.8			7.5
Other income (expense)				(1.7	)		0.2			(1.8	)		0.4
Interest and debt expense, net				0.2			0.2			0.3			0.5
Income before income taxes				10.7			10.3			19.7			18.8
	Provision for income taxes			4.2			4.1			7.7			7.5
	Net income		$	6.5		$	6.2		$	12.0		$	11.3

Electronics and Communications

The Electronics and Communications segment’s second quarter 2003 sales were $109.6 million, compared with second quarter 2002 sales of $94.2 million. Second quarter 2003 operating profit was $7.6 million, compared with operating profit of $9.0 million in the second quarter of 2002. Sales for the first six months of 2003 were $213.2 million, compared with $184.7 million for the same period of 2002. Operating profit for the first six months of 2003 was $14.9 million, compared with $17.3 million for the same period in 2002.

The second quarter and the first six months of 2003 sales, compared with the same periods of 2002, reflected revenue growth in electronic manufacturing services, electronic instruments, defense electronic products and commercial lighting products. The revenue growth for the second quarter and the first six months of 2003 in electronic manufacturing services was driven by increased sales to military and medical markets. The revenue growth in electronic instruments resulted from the acquisition of Monitor Labs Incorporated at the end of the third quarter of 2002 and the acquisition of Tekmar Company on May 16, 2003. Additionally, sales for electronic measuring equipment were stronger for the first six months of 2003, compared with the same period of 2002. The revenue growth in defense electronic products was driven by traveling wave tubes and military microelectronics. These sales increases were partially offset by continued weakness in the commercial aviation market. Operating profit was favorably impacted by increased sales, a reduction in the Company’s commercial broadband communications investments and an improved cost structure, partially offset by changes in product mix and higher selling, general and administrative expenses. Additionally, segment operating profit was negatively impacted by pension expense of $1.2 million in the second quarter of 2003 and $2.5 million for the first six months of 2003, compared with pension income of $0.5 million in the second quarter of 2002 and $1.0 million for the first six months of 2002.

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Systems Engineering Solutions

The Systems Engineering Solutions segment’s second quarter 2003 sales were $54.6 million, compared with second quarter 2002 sales of $51.5 million. Second quarter 2003 operating profit was $8.1 million, compared with operating profit of $5.7 million in the second quarter of 2002. Sales for the first six months of 2003 were $107.0 million, compared with $98.4 million for the same period of 2002. The first six months of 2003 operating profit was $13.8 million, compared with operating profit of $9.5 million for the same period in 2002.

The second quarter and the first six months of 2003 sales, compared with the same periods of 2002, reflected revenue growth in core defense and aerospace programs and increased work in environmental programs. Operating profit for the second quarter and the first six months of 2003, compared with the same periods of 2002, was favorably impacted by increased sales, timing of certain government programs, profit improvement due to booking rate adjustments for the GMD contract ($0.5 million) and higher year over year award and incentive fees for the GMD and International Space Station contracts. The higher year over year award and incentive fees totaled $0.9 million and $0.7 million, for the comparable second quarters and year to date periods, respectively. The first six months of 2003 also reflected improved margins for environmental programs. Additionally, segment operating profit was negatively impacted by pension expense of $0.1 million in the second quarter of 2003 and $0.2 million for the first six months of 2003, compared with no pension expense in 2002.

Aerospace Engines and Components

The Aerospace Engines and Components segment’s second quarter 2003 sales were $37.7 million, compared with second quarter 2002 sales of $39.0 million. Second quarter 2003 operating profit was $1.1 million, compared with operating profit of $0.1 million in the second quarter of 2002. Sales for the first six months of 2003 were $75.5 million, compared with $80.9 million for the same period of 2002. Operating profit for the first six months of 2003 was $1.6 million, compared with $0.8 million for the same period of 2002.

The second quarter and the first six months of 2003 sales, compared with the same periods of 2002, reflected revenue growth in OEM piston engines offset by reduced sales of aftermarket products and services. Operating profit for the second quarter and the first six months of 2003, compared with the same periods of 2002 in the piston engine business was positively impacted by an improved cost structure, productivity improvements and a $0.8 million reduction in LIFO reserve, which resulted from a reduction in inventory and lower requirements for product liability reserves partially offset by higher insurance premium costs. Sales for the second quarter and the first six months of 2003 from turbine engines, compared with the same periods of 2002, were unfavorably impacted by lower revenue from spare parts for Air Force training aircraft, partially offset by favorable Joint Air-to-Surface Standoff Missile (JASSM) sales. Operating profit for turbine engines was lower for both the second quarter and the first six months of 2003, compared with the same periods of 2002, and resulted from lower sales and reduced margins. Additionally, segment operating profit was negatively impacted by pension expense of $0.3 million in the second quarter of 2003 and $0.6 million for the first six months of 2003, compared with pension income of $0.2 million in the second quarter of 2002 and $0.3 million for the first six months of 2002.

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Teledyne Energy Systems

The Energy Systems segment’s second quarter 2003 sales were $3.5 million, compared with second quarter 2002 sales of $3.3 million. The second quarter 2003 operating loss was $0.2 million, compared with an operating loss of $0.9 million in the second quarter of 2002. Sales for the first six months of 2003 were $6.9 million, compared with $7.3 million for the same period of 2002. The first six months of 2003 operating loss was $0.7 million, compared with an operating loss of $1.2 million for the same period in 2002.

Second quarter 2003 sales reflected revenue growth in hydrogen generators and fuel cell test stations, partially offset by lower government sales. The first six months of 2003 sales reflected lower revenues from certain government cost-plus-fixed-fee contracts due to an improved cost structure that resulted in lower billable revenue, as well as lower contract billings under the NASA Proton Exchange Membrane (PEM) Fuel Cell program as the first phase of the contract came to conclusion, partially offset by revenue growth in commercial sales. The second quarter and the first six months of 2003 reduction in operating loss, compared with the same periods of 2002, resulted from an improved overhead cost structure and a lack of program cost adjustments that impacted 2002.

Financial Condition, Liquidity and Capital Resources

Teledyne Technologies’ net cash provided by operating activities from continuing operations was $11.8 million for the first six months of 2003, compared with net cash provided from continuing operations of $34.4 million for the same period of 2002. The lower net cash provided from continuing operations in the first six months of 2003, compared with the first six months of 2002, was due to differences in the cash impact of income taxes, the payment in 2003 for an aircraft product liability settlement and timing differences related to accounts payable. The 2002 net cash provided from continuing operations reflected the receipt of a federal income tax refund of $5.7 million in April 2002, and the deferral of approximately $6.0 million in income taxes payable to the third quarter of 2002 due to IRS rules regarding recognition of taxable income from long-term contracts. In the first six months of 2003, cash was used to pay down accounts payable, compared to an increase in accounts payable for the first six months of 2002 resulting primarily from timing of inventory and capital purchases.

Teledyne Technologies’ net cash used by investing activities was $27.2 million and $7.0 million for the first six months of 2003 and 2002, respectively. The 2003 amount included $20.3 million for the purchase of businesses and $6.6 million for capital spending. The 2002 amount was for capital expenditures.

Financing activities provided net cash of $1.4 million in the first six months of 2003, compared with cash used of $28.6 million for the same period of 2002. The 2002 amount primarily reflected net repayments of long-term debt. Both periods include proceeds from the exercise of stock options.

Working capital was $97.8 million at June 29, 2003, compared with $102.6 million at the end of 2002. The decrease in working capital was primarily due to cash used to acquire businesses and higher income taxes payable, offset, in part, by an increase in inventory and lower accounts payable. Some of the Company’s customers have been undergoing bankruptcies, none of which currently are expected to have a material adverse effect on the Company.

On June 27, 2003 Teledyne Technologies acquired from Spirent plc its Aviation Information Solutions businesses (collectively “AIS”), which include Spirent Systems Wichita, Inc., Spirent Systems — Aerospace Solutions (Ottawa) Limited and assets of United Kingdom-based The Flight Data Company Limited, for $6.85 million in cash. AIS designs and manufactures aerospace data acquisition devices, networking products and flight deck and cabin displays. The acquisition of AIS provides Teledyne Technologies with advanced airborne file servers, data analysis software and information displays that are highly synergistic with Teledyne Controls’ data acquisition and communication systems that enhance flight safety and maintenance efficiency for our airline and airfreight customers.

On May 16, 2003 Teledyne Technologies acquired Tekmar Company, a wholly owned subsidiary of Emerson Electric Co. for $13.5 million in cash. Tekmar Company, also known as Tekmar-Dohrmann, is a premier manufacturer of gas chromatography introduction systems and automated total organic carbon analyzers. Tekmar Company, located in Mason, Ohio, became a business unit of Teledyne Instruments, a group of electronic

15

instrumentation businesses within Teledyne’s Electronics and Communications business segment. Tekmar Company’s product lines include a portfolio of front-end instruments that handle the sample preparation and treatment of volatile organic compounds analyzed in gas chromatographs. Tekmar Company also provides complete analytical systems for laboratory and industrial testing of total organic carbon.

On September 27, 2002, Teledyne Technologies acquired Monitor Labs from Spirent plc for $24 million in cash. Monitor Labs is a supplier of environmental monitoring instrumentation for the detection, measurement, and reporting of air pollutants with locations in Englewood, Colorado and Gibsonia, Pennsylvania. Monitor Labs became a business unit of Teledyne Instruments.

Tekmar Company’s and Monitor Labs’ results are included in the Company’s consolidated financial statements from the date of each respective acquisition. Since the acquisition of AIS occurred at the end of the second quarter, only the balance sheet accounts have been included at June 29, 2003. In all acquisitions, the excess of the purchase price over the fair value of net assets acquired has been allocated to identifiable intangible assets including goodwill in accordance with SFAS No. 141. The allocations of the purchase price for the acquisitions of Tekmar Company and AIS are preliminary as they were recently acquired.

Teledyne Technologies’ principal capital requirements are to fund working capital needs, capital expenditures and debt service requirements, as well as to fund acquisitions if and when they arise. It is anticipated that operating cash flow, together with available borrowings under the credit facility described below, will be sufficient to meet these requirements in the year 2003. Teledyne Technologies currently expects capital expenditures to be in the range of approximately $20 million to $21 million in 2003, of which $6.6 million has been spent in the first six months of 2003.

A $200.0 million five-year revolving credit agreement that terminates in November 2004 was arranged with a syndicate of banks in connection with the Company’s 1999 spin-off from Allegheny Technologies Incorporated (ATI). At June 29, 2003, Teledyne Technologies had no amounts outstanding under the facility. Excluding interest and fees, no payments are due under the credit facility until the facility terminates. Available borrowing capacity under the credit facility was $200.0 million at June 29, 2003 and at year-end 2002. The credit agreement requires the Company to comply with various financial covenants and restrictions. It prohibits stock repurchases, the declaration of dividends or making other specified distributions in aggregate amounts exceeding 25% of cumulative net income ($20.5 million as of June 29, 2003) after the effective date of the credit agreement.

In March 2003, Teledyne Technologies announced that its Board of Directors authorized the Company to purchase from time to time up to one million shares of its Common Stock in open market or privately negotiated transactions through March 31, 2004. No repurchases have been made under this program.

Critical Accounting Policies

Our critical accounting policies are those that are reflective of significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies continue to be the following: revenue recognition; impairment of long-lived assets; accounting for income taxes; inventories and related allowance for obsolete and excess inventory; aircraft product liability reserve; and accounting for pension plans. For additional discussion of the application of these and other accounting policies, see Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Note 2 of the Notes to Consolidated Financial Statements. included in Teledyne Technologies’ Annual Report on Form 10-K for the fiscal year ended December 29, 2002 (2002 Form 10-K).

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Recent Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. It represents a significant change in practice in the accounting for a number of financial instruments, including mandatorily redeemable equity instruments and certain equity derivatives that frequently are used in connection with share repurchase programs. SFAS No. 150 must be applied immediately to instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. As Teledyne Technologies currently has no financial instruments that would be subject to SFAS No. 150, the adoption will have no impact on the Company.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). FIN 46 requires companies to evaluate variable interest entities to determine whether to apply the consolidation provisions of FIN 46 to those entities. Companies must apply FIN 46 to entities created after January 31, 2003, and to variable interest entities in which a company obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which a company holds a variable interest that is acquired before February 1, 2003. Teledyne Technologies’ adoption of FIN 46 will have no impact on the Company’s consolidated results of operations or financial position.

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Teledyne Technologies’ initial adoption of SFAS No. 143, effective January 1, 2003, did not have a material effect on its financial position or results of operations.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is generally effective for contracts entered into or modified after June 30, 2003 and is not expected to have a material impact on Teledyne Technologies’ financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others — an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (FIN 45) FIN 45 describes the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year-end. The Company adopted the initial recognition and measurement provisions in the first quarter of 2003. The adoption of FIN 45 had no impact on Teledyne Technologies’ financial position or results of operations.

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Outlook

Based on its current outlook, the Company’s management believes that full year 2003 earnings per share will be in the range of approximately $0.68 to $0.74, including higher aircraft product liability insurance costs, lower anticipated margins in the second half of 2003 in the Company’s Systems Engineering Solutions segment and approximately $0.13 per share of non-cash pension expense for the full year 2003.

The Company’s previous aircraft product liability policy expired in May 2003. As of June 1, 2003, the total cost of the Company’s aircraft product liability insurance increased approximately $1.0 million per month or approximately 75%. In addition, given the finalization of actual fee negotiations for work performed in government fiscal year 2002 for certain contracts, operating margin in the Company’s Systems Engineering Solutions segment is expected to be lower in the second half of 2003, compared with the first half of 2003.

Full year 2002 earnings included $2.3 million or $0.04 per share in non-cash pension income. The Company currently expects approximately $7.0 million or $0.13 per share of non-cash pension expense in 2003. The reduction in non-cash pension income reflects the decline in the value of the Company’s pension assets through 2002 and reductions in the expected rate of return and discount rate assumptions for the Company’s defined benefit plan. The Company’s assumed expected rate of return is currently 8.5%, compared to 9.0% in 2002, and its assumed discount rate is currently 7.0%, compared to 7.5% in 2002. Based on the Company’s current pension assumptions and the value of its pension assets as of June 30, 2003, the Company expects that non-cash pension expense in 2004 will be approximately $10.0 million or $0.18 per share. Currently, Teledyne Technologies does not anticipate making cash contributions to its pension plan until 2004. Also, under one of its spin-off agreements, after November 29, 2004 the Company will be able to charge pension costs to the U.S. Government under various government contracts.

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

		2003 Full Year Outlook
		Low			High			2002 Actual		2001 Actual
Earnings per share (excluding net pension income (expense) restructuring and other charges)		$	0.81		$	0.87		$	0.73	$	0.51
	Net pension income (expense)		(0.13	)		(0.13	)		0.04		0.18
Earnings per share (excluding restructuring and other charges)			0.68			0.74			0.77		0.69
	Restructuring and other charges		—			—			—		(0.48	)
Earnings per share		$	0.68		$	0.74		$	0.77	$	0.21

Safe Harbor Cautionary Statement Regarding Outlook and Forward-Looking Information

From time to time the Company makes, and this report contains, forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities, capital expenditures, pension matters and strategic plans. Actual results could differ materially from these forward-looking statements. Many factors, including changes in demand for products sold to the semiconductor, communications and commercial aviation markets, timely development of acceptable and competitive fuel cell products and systems, funding, continuation and award of government programs, customers’ acceptance of piston engine insurance-related price increases, continued liquidity of our customers (including commercial airline customers) and economic and political conditions, could change the anticipated results.

Global responses to terrorism and other perceived threats increase uncertainties associated with forward-looking statements about our businesses. Various responses could realign government programs, and affect the

18

composition, funding or timing of our programs. Reinstatement of flight restrictions would negatively impact the market for general aviation aircraft piston engines and components.

September 11th and various public company governance issues have had adverse impacts on the insurance markets greatly increasing insurance costs, including the Company’s recent renewal of its aircraft product liability insurance policy. In addition, stock market fluctuations affect the value of the Company’s pension assets. Absent significant further improvement in market conditions, the Company will be required to make a contribution to its pension plan in 2004.

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 the recent acquisitions of Tekmar Company and AIS, involve various inherent risks, such as, among others, the Company’s ability to integrate acquired businesses and to achieve identified financial and operating synergies. Also, the Company may not be able to sell or exit timely or on acceptable terms its remaining non-core or under-performing product lines, particularly given the current economic environment.

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’ 2002 Annual Report on Form 10-K. The Company assumes no duty to update forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the information provided under “Item 7A, Quantitative and Qualitative Disclosure About Market Risk” included in Teledyne Technologies’ 2002 Annual Report on Form 10-K. At June 29, 2003, there were no hedging contracts outstanding.

Item 4. Controls and Procedures

Teledyne Technologies’ disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that it files or submits, under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The Company’s Chairman, President and Chief Executive Officer and Interim Chief Financial Officer, Vice President and Controller, with the participation and assistance of other members of management, have reviewed the effectiveness of the Company’s disclosure controls and procedures and have concluded that the disclosure controls and procedures as of June 29, 2003 are effective in timely alerting them to material information relating to the Company required to be included in its SEC periodic filings.

In connection with its evaluation during the quarterly period ended June 29, 2003, the Company has made no change in the Company’s internal controls over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal controls over financial reporting. There also were no significant deficiencies or material weaknesses identified for which corrective actions needed to be taken.

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PART II OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

This information was provided in Teledyne Technologies’ First Quarter 2003 Form 10-Q under Part II Item 4, filed on May 14, 2003.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

Exhibit 10	Amended and Restated Change in Control Severance Agreement dated as of July 22, 2003 — Dale A. Schnittjer.
Exhibit 31.1	302 Certification — Robert Mehrabian
Exhibit 31.2	302 Certification — Dale A. Schnittjer
Exhibit 32.1	906 Certification — Robert Mehrabian
Exhibit 32.2	906 Certification — Dale A. Schnittjer

     (b)  Reports on Form 8-K

During the quarter ended June 29, 2003 Teledyne Technologies filed a Current Report on Form 8-K on April 23, 2003, for the purpose of reporting, under Item 9 and Item 12, Teledyne Technologies results of operations for the first quarter ended March 30, 2003.

Teledyne Technologies filed a Current Report on Form 8-K on July 24, 2003, for the purpose of reporting, under Item 9 and Item 12, Teledyne Technologies results of operations for the second quarter ended June 29, 2003.

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SIGNATURES

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 thereunto duly authorized.

	TELEDYNE TECHNOLOGIES INCORPORATED
DATE: August 12, 2003	By:	/s/ Dale A. Schnittjer
		Dale A. Schnittjer, Interim Chief Financial Officer, Vice President and Controller (Principal Financial Officer, Principal Accounting Officer and Authorized Officer)

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Teledyne Technologies Incorporated

Index to Exhibits

Exhibit
Number	Description
Exhibit 10	Amended and Restated Change in Control Severance Agreement dated as of July 22, 2003 — Dale A. Schnittjer
Exhibit 31.1	302 Certification — Robert Mehrabian
Exhibit 31.2	302 Certification — Dale A. Schnittjer
Exhibit 32.1	906 Certification — Robert Mehrabian
Exhibit 32.2	906 Certification — Dale A. Schnittjer

22 EX-10 3 v92384exv10.txt EXHIBIT 10 AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and entered into as of this July 22, 2003 (the "Effective Date"), by and among Teledyne Technologies Incorporated, a Delaware corporation (hereinafter referred to as the "Company"), and Dale A. Schnittjer, an individual residing at the address set forth on the signature page of this Agreement (the "Executive"), and amends and restates in its entirety that certain Change in Control Severance Agreement dated as of December 21, 1999 with Executive. W I T N E S S E T H: WHEREAS, the Board of Directors of the Company (the "Board") has approved the Company entering into this agreement providing for certain severance protection for the Executive following a Change in Control (as hereinafter defined); WHEREAS, the Board of the Company believes that, should the possibility of a Change in Control arise, it is imperative that the Company be able to receive and rely upon the Executive's advice, if requested, as to the best interests of the Company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control; and WHEREAS, in addition to the Executive's regular duties, he may be called upon to assist in the assessment of a possible Change in Control, advise management and the Board of the Company as to whether such Change in Control would be in the best interests of the Company and its stockholders, and to take such other actions as the Board determines to be appropriate; WHEREAS, the Board of the Company recognizes the expanded duties and responsibilities of Executive as interim Chief Financial Officer of the Company, in addition to serving as Vice President and Controller, and deems it in the Company's best interests to secure better such Executive's continuing dedication and advice in the event of a Change in Control by entering into this amended and restated agreement. NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control, and to induce the Executive to remain in the employ of the Company, and for good and valuable consideration and the mutual covenants set forth herein, the Company and the Executive, intending to be legally bound, agree as follows: Article I. Definitions Whenever used in this Agreement, the following terms shall have the meanings set forth below when the initial letter of the word or abbreviation is capitalized: (a) "Accrued Obligations" means, as of the Effective Date of Termination, the sum of (i) the Executive's accrued but unpaid base salary through and including the Effective Date of Termination, (ii) the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued by the Executive as of the Effective Date of Termination under the terms of any such arrangement and not then paid, including, but not limited to, AIP accrued but not paid for a year ending prior to the year in which occur, the Effective Date of Termination, (iii) unused vacation time monetized at the then rate of Base Compensation, (iv) expense reimbursements or other cash entitlements, (v) amounts accrued under any qualified, non-qualified or supplemental employee benefit plan, payroll practice, policy or perquisite. (b) "AIP" means the Company's Annual Incentive Plan as it exists on the date hereof and as it may be amended, supplemented or modified from time to time or any successor plan. (c) "Base Compensation" shall mean (1) the highest annual rate of base salary of the Executive within the time period consisting of one year prior to the date of a Change in Control and the Effective Date of Termination and (2) the AIP bonus target for performance in the calendar year that a Change in Control occurs or the actual AIP payment for the year immediately preceding the Change in Control, whichever is higher. (d) "Beneficiary" shall mean the persons or entities designated or deemed designated by the Executive pursuant to Section 7.2 herein. (e) "Board" shall mean the Board of Directors of the Company. (f) For purposes hereof, the term "Cause" shall mean the Executive's conviction of a felony, breach of a fiduciary duty involving personal profit to the Executive or intentional failure to perform stated duties reasonably associated with the Executive's position; provided, however, an intentional failure to perform stated duties shall not constitute Cause unless and until the Board provides the Executive with written notice setting forth the specific duties that, in the Board's view, the Executive has failed to perform and the Executive is provided a period of thirty (30) days to cure such specific failure(s) to the reasonable satisfaction of the Board. (g) For the purposes of this Agreement, "Change in Control" shall mean, and shall be deemed to have occurred upon the occurrence of, any of the following events: (1) The Company acquires actual knowledge that (x) any Person, other than the Company, a subsidiary, any employee benefit plan(s) sponsored by the Company or a subsidiary, has acquired the Beneficial Ownership, directly or indirectly, of securities of the Company entitling such Person to 20% or more of the Voting Power of the Company, or (y) any Person or Persons agree to act together for the purpose of acquiring, holding, voting or disposing of securities of the Company or to act in concert or otherwise with the purpose or effect of changing or influencing control of the Company, or in connection with or as Beneficial Ownership, directly or indirectly, 2 of securities of the Company entitling such Person(s) to 20% or more of the Voting Power of the Company; or (2) The completion of a Tender Offer is made to acquire securities of the Company entitling the holders thereof to 20% or more of the Voting Power of the Company; or (3) The occurrence of a successful solicitation subject to Rule 14a-11 under the Securities Exchange Act of 1934 as amended (or any successor Rule) (the "1934 Act") relating to the election or removal of 50% or more of the members of the Board or any class of the Board shall be made by any person other than the Company or less than 51% of the members of the Board (excluding vacant seats) shall be Continuing Directors; or (4) The occurrence of a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company as a result of which the stockholders of the Company immediately prior to such transaction shall not hold, directly or indirectly, immediately following such transaction a majority of the Voting Power of (i) in the case of a merger or consolidation, the surviving or resulting corporation, (ii) in the case of a share exchange, the acquiring corporation or (iii) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 20% of the consolidated assets of the Company immediately prior to the transaction; provided, however that (A) if securities beneficially owned by Executive are included in determining the Beneficial Ownership of a Person referred to in Section (i), (B) if Executive is named pursuant to Item 2 of the Schedule 14D-1 (or any similar successor filing requirement) required to be filed by the bidder making a Tender Offer referred to in Section (ii) or (C) if Executive is a "participant" as defined in Instruction 3 to Item 4 of Schedule 14A under the 1934 Act in a solicitation referred to in Section (iii) then no Change of Control with respect to Executive shall be deemed to have occurred by reason of any such event. For the purposes of Section 1(g), the following terms shall have the following meanings: (i) The term "Person" shall be used as that term is used in Section 13(d) and 14(d) of the 1934 Act as in effect on the Effective Date hereof. (ii) "Beneficial Ownership" shall be determined as provided in Rule 13d-3 under the 1934 Act as in effect on the Effective Date hereof. (iii) A specified percentage of "Voting Power" of a company shall mean such number of the Voting Shares as shall enable the holders thereof to cast such percentage of all the votes which could be cast in an annual election of directors (without consideration of the rights of any class of stock, other than the common 3 stock of the company, to elect directors by a separate class vote); and "Voting Shares" shall mean all securities of a company entitling the holders thereof to vote in an annual election of directors (without consideration of the rights of any class of stock, other than the common stock of the company, to elect directors by a separate class vote). (iv) "Tender Offer" shall mean a tender offer or exchange offer to acquire securities of the Company (other than such an offer made by the Company or any subsidiary), whether or not such offer is approved or opposed by the Board. (v) "Continuing Directors" shall mean a director of the Company who either (x) was a director of the Company on the date hereof or (y) is an individual whose election, or nomination for election, as a director of the Company was approved by a vote of at least two-thirds of the directors then still in office who were Continuing Directors (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company which would be subject to Rule 14a-11 under the 1934 Act, or any successor Rule). (h) "Code" shall mean the Internal Revenue Code of 1986, as amended. (i) "Effective Date of Termination" shall mean the date on which the Executive's employment terminates in a circumstance in which Section 2.1 provides for Severance Benefits (as defined in Section 2.1). (j) "Good Reason" shall mean, without the Executive's express written consent, the occurrence of any one or more of the following: (1) A material diminution of the Executive's authorities, duties, responsibilities, or status (including offices, titles, or reporting relationships) as an employee of the Company from those in effect as of one hundred eighty (180) days prior to the Change in Control or as of the date of execution of this Agreement if a Change in Control occurs within one hundred eighty (180) days of the execution of this Agreement (the "Reference Date") or the assignment to the Executive of duties or responsibilities inconsistent with his position as of the Reference Date, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive, and other than any such alteration which is consented to by the Executive in writing; (2) The Company's requiring the Executive to be based at a location in excess of thirty-five (35) miles from the location of the Executive's principal job location or office immediately prior to the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's present business obligations; 4 (3) A reduction in the Executive's annual salary or any material reduction by the Company of the Executive's other compensation or benefits from that in effect on the Reference Date or on the date of the Change in Control, whichever is greater; (4) The failure of the Company to obtain an agreement satisfactory to the Executive from any successor to the Company to assume and agree to perform the Company's obligations under this Agreement, as contemplated in Article 5 herein; and (5) Any purported termination by the Company of the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2.6 below, and for purposes of this Agreement, no such purported termination shall be effective. The Executive's right to terminate employment for Good Reason shall not be affected by the Executive's (A) incapacity due to physical or mental illness or (B) continued employment following the occurrence of any event constituting Good Reason herein. (k) "PSP" means the Company's Performance Share Program as it exists on the date hereof and as it may be, amended, supplemented, or modified from time to time or any successor plan. (l) "RSAP" means the Company's Restricted Stock Award Program as it exists on the date hereof and as it may be, amended, supplemented or modified from time to time or any successor plan. (m) "Severance Compensation" means three times Base Compensation. Article II. Severance Benefits 2.1 Right to Severance Benefits. The Executive shall be entitled to receive from the Company severance benefits described in Section 2.2 below (collectively, the "Severance Benefits") if a Change in Control shall occur and within twenty-four (24) months after the Change in Control either of the following shall occur: (a) an involuntary termination of the Executive's employment with the Company without Cause; or (b) a voluntary termination of the Executive's employment with the Company for Good Reason. 2.2 Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Section 2.1, the Company shall provide the Executive with total Severance Benefits as follows (but subject to Sections 2.5 and 2.6): 5 (a) The Executive shall receive a single lump sum cash Severance Compensation payment within thirty (30) days of the Effective Date of Termination. (b) The Executive shall receive the Accrued Obligations. (c) The Executive shall receive as AIP for the year in which occurs the Effective Date of Termination a lump sum cash payment paid within thirty (30) days of the Effective Date of Termination equal to that which would have been paid if corporate and personal performance had achieved 120% of target objectives established for the annual period in which the Change in Control occurred, multiplied by a fraction, the numerator of which is the number of days elapsed in the current fiscal period to the Effective Date of Termination, and the denominator of which is 365. (d) The Executive shall receive a lump sum payment paid within thirty (30) days of the Effective Date of Termination (in accordance with the then current PSP; provided that any portion of the PSP award which would have been paid in stock under the PSP is to be paid in cash based on the current market value of the stock) which payment will be determined based upon actual performance for the number of full years of completed then current PSP measurement period(s) at the time of the Effective Date of Termination and for years not yet completed in the then current PSP measurement period(s) Executive will be assumed to have met all applicable goals at 20% of performance. (e) All welfare benefits, including medical, dental, vision, life and disability benefits pursuant to plans under which the Executive and/or the Executive's family is eligible to receive benefits and/or coverage shall be continued for a period of thirty-six (36) months after the Effective Date of Termination. Such benefits shall be provided to the Executive at no less than the same coverage level as in effect as of the date of the Change in Control. The Company shall pay the full cost of such continued benefits, except that the Executive shall bear any portion of such cost as was required to be borne by key executives of the Company generally at the date of the Change in Control. Notwithstanding the foregoing, the benefits described in this Section 2.2(e) may be discontinued prior to the end of the periods provided in this Section to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer. In the event any insurance carrier shall refuse to provide coverage to a former employee, the Company shall secure comparable coverage or may self-insure the benefits if it pays such benefits together with a payment to the Executive equal to the federal income tax consequences of payments to a former highly compensated employee from a discriminatory self-insured plan. 6 (f) The Executive shall be entitled to reimbursement for actual payments made for professional outplacement services or job search not to exceed $25,000 in the aggregate. (g) In determining the Executive's pension benefit following entitlement to a Severance Benefit, the Executive shall be deemed to have satisfied the age and service requirements for full vesting under the Company's qualified (within applicable legal parameters), non-qualified and supplemental pension plans as of the Effective Date of Termination such that the Executive shall be entitled to receive the full accrued benefit under all such plans in effect as of the date of the Change in Control, without any actuarial reduction for early payment. 2.3. Stock Options. All Company stock options previously granted to the Executive shall be fully vested and exercisable immediately upon a Change in Control. Such options shall be exercisable for the remainder of the term established by the Company's stock option plan as if the options had vested in accordance with the normal vesting schedule and the Executive had remained an employee of the Company. Company stock acquired pursuant to any such exercise may be sold by the Executive free of any Company restrictions, whatsoever (other than those imposed by federal and state securities laws). 2.4. RSAP. In the event of entitlement to a Severance Benefit, all forfeiture restrictions on all Company stock issued to the Executive under the Company's RSAP shall lapse and all shares of restricted stock shall vest. All of the foregoing shares may be sold by the Executive free of any Company restrictions whatsoever (other than those imposed by federal and state securities laws). 2.5. Termination for any Other Reason. If the Executive's employment with the Company is terminated under any circumstances other than those set forth in Section 2.1, including without limitation by reason of retirement, death, disability, discharge for Cause or resignation without Good Reason, or any termination, for any reason, that occurs prior to a Change in Control (other than as provided below) or after twenty-four (24) months following a Change in Control, the Executive shall have no right to receive the Severance Benefits under this Agreement or to receive any payments in respect of this Agreement. In such event Executive's benefits, if any, in respect of such termination shall be determined in accordance with the Company's retirement, survivor's benefits, insurance, and other applicable plans, programs, policies and practices then in effect. Notwithstanding anything in this Agreement to the contrary, if the Executive's employment with the Company is terminated at any time from three (3) to eight (8) months prior to the date on which a Change in Control occurs either (i) by the Company other than for Cause or (ii) by the Executive for Good Reason, and it is reasonably demonstrated that termination of employment (a) was at the request of an unrelated third party who has taken steps reasonably calculated to effect a Change in Control, or (b) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the termination shall be deemed to have occurred as if immediately following a Change in Control for Good 7 Reason and the Executive shall be entitled to Severance Benefits as provided in Section 2.2 hereof. Notwithstanding anything in this Agreement to the contrary, if the Executive's employment with the Company is terminated at any time within three (3) months prior to the date on which a Change in Control occurs either (i) by the Company other than for Cause or (ii) by the Executive for Good Reason, such termination shall conclusively be deemed to have occurred as if immediately following a Change in Control for Good Reason and the Executive shall be entitled to Severance Benefits as provided in Section 2.2. hereof. 2.6. Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. 2.7. Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all Federal, state, local, or other taxes that are legally required to be withheld. 2.8. Certain Additional Payments by the Company. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any economic benefit or payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up-Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 2.8(c), all determinations required to be made under this Section 2.8, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company's regular outside independent public accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the Effective Date of Termination, if applicable, or such earlier time as is requested by the Company . The initial Gross-Up Payment, if any, as determined pursuant to this Section 2.8(b), shall be paid to the Executive 8 within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax or excess parachute payments on his or her federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 2.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the later of either (i) the date the Executive has actual knowledge of such claim, or (ii) ten (10) days after the Internal Revenue Service issues to the Executive either a written report proposing imposition of the Excise Tax or a statutory notice of deficiency with respect thereto, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs 9 and expenses. Without limitation of the foregoing provisions of this Section 2.8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to request or accede to a request for an extension of the statute of limitations with respect only to the tax claimed, or pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further that any extension of the statute of limitations requested or acceded to by the Executive at the Company's request and relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2.8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 2.8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2.8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) In the event that any state or municipality or subdivision thereof shall subject any Payment to any special tax which shall be in addition to the 10 generally applicable income tax imposed by such state, municipality, or subdivision with respect to receipt of such Payment, the foregoing provisions of this Section 2.8 shall apply, mutatis mutandis, with respect to such special tax. Article III. The Company's Payment Obligation 3.1 Payment Obligations Absolute. Except as otherwise provided in the last sentence of Section 2.2(e), the Company's obligation to make the payments and the arrangements provided for in this Agreement shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right that the Company may have against the Executive or any other party. All amounts payable by the Company under this Agreement shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to make any payment to the Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a Federal or state court or regulatory agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order. 3.2 Contractual Rights to Payments and Benefits. This Agreement establishes and vests in the Executive a contractual right to the payments and benefits to which he is entitled hereunder. Nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company's obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in the last sentence of Section 2.2(e). Article IV . Enforcement and Legal Remedies 4.1. Consent to Jurisdiction. Each of the parties hereto irrevocably consents to personal jurisdiction in any action brought in connection with this Agreement in the United States District Court for the Central District of California or any California court of competent jurisdiction. The parties also consent to venue in the above forums and to the convenience of the above forums. Any suit brought to enforce the provisions of this Agreement must be brought in the aforementioned forums. 4.2 Cost of Enforcement. In the event that it shall be necessary or desirable for the Executive to retain legal counsel in connection with the enforcement of any or all of his or her 11 rights to Severance Benefits under Section 2.2 of this Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company, as applicable, shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive's reasonable attorneys' fees, costs and expenses in connection with the enforcement of his or her rights. Article V. Binding Effect; Successors The rights of the parties hereunder shall inure to the benefit of their respective successors, assigns, nominees, or other legal representatives. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or a significant portion of the assets of the Company, as the case may be, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company, as the case may be, would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the "Company", as the case may be, for purposes of this Agreement. Article VI. Term of Agreement The term of this Agreement shall commence on the Effective Date and shall continue in effect for three (3) full years (the "Term") unless further extended as provided in this Article. The Term of this Agreement shall be automatically and without action by either party extended for one additional calendar month on the last business day of each calendar month so that at any given time there are no fewer than 35 nor more than 36 months remaining unless one party gives written notice to the other that it no longer wishes to extend the Term of this Agreement, after which written notice, the Term shall not be further extended except as may be provided in the following sentence. However, in the event a Change in Control occurs during the Term, this Agreement will remain in effect for the longer of: (i) thirty-six (36) months beyond the month in which such Change in Control occurred; or (ii) until all obligations of the Company hereunder have been fulfilled and all benefits required hereunder have been paid to the Executive or other party entitled thereto. Article VII. Miscellaneous 7.1 Employment Status. Neither this Agreement nor any provision hereof shall be deemed to create or confer upon the Executive any right to be retained in the employ of the Company or any subsidiary or other affiliate thereof. 7.2 Beneficiaries. The Executive may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any Severance Benefits owing to the Executive under this Agreement. Such designation must be in the form of a signed writing acceptable to the Board of Directors of the Company. The Executive may make or change such designation at any time. 12 7.3 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof. Any payments actually made under this Agreement in the event of the Executive's termination of employment shall be in lieu of any severance benefits payable under any severance plan, program, or policy of the Company to which the Executive might otherwise be entitled. 7.4 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular, and the singular shall include the plural. 7.5 Notices. All notices, requests, demands, and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed within the continental United States by first-class certified mail, return receipt requested, postage prepaid, to the other party, addressed as follows: (a) If to the Company: Teledyne Technologies Incorporated 12333 West Olympic Blvd. Los Angeles, California 90064 Attn: Senior Vice President, General Counsel and Secretary (b) If to Executive, to him or her at the address set forth at the end of this Agreement. Addresses may be changed by written notice sent to the other party at the last recorded address of that party. 7.6 Execution in Counterparts. The parties hereto in counterparts may execute this Agreement, each of which shall be deemed to be original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. 7.7. Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are for convenience of reference and not part of the provisions hereof and shall have no force and effect. 7.8. Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and on behalf of the Company. 7.9. Applicable Law. To the extent not preempted by the laws of the United States, the laws of the State of California, other than the conflict of law provisions thereof, shall be the controlling laws in all matters relating to this Agreement. 13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. TELEDYNE TECHNOLOGIES INCORPORATED By: /s/ Robert Mehrabian --------------------------------- Name: Robert Mehrabian Title: Chairman, President and Chief Executive Officer EXECUTIVE /s/ Dale A. Schnittjer --------------------------------- Name: Dale A. Schnittjer Address: 4009 San Remo Way Tarzana, CA 91356 14 EX-31.1 4 v92384exv31w1.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION I, Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne Technologies Incorporated (the "registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 29, 2003 of Teledyne Technologies Incorporated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a--15(e) and 15d--15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclaimed controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by two reports based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls Date: August 12, 2003 /s/ Robert Mehrabian - ----------------------------------------- Robert Mehrabian Chairman, President and Chief Executive Officer EX-31.2 5 v92384exv31w2.txt EXHIBIT 31.2 Exhibit 31.2 CERTIFICATION I, Dale A. Schnittjer, Interim Chief Financial Officer, Vice President and Controller of Teledyne Technologies Incorporated (the "registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 29, 2003 of Teledyne Technologies Incorporated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a--15(e) and 15d--15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclaimed controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by two reports based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls Date: August 12, 2003 /s/ Dale A. Schnittjer - ----------------------------------------- Dale A. Schnittjer Interim Chief Financial Officer, Vice President and Controller EX-32.1 6 v92384exv32w1.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350 I, Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne Technologies Incorporated (the "Corporation"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge that: 1. the Quarterly Report on Form 10-Q of the Corporation for the quarterly period ended June 29, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. /s/ Robert Mehrabian - ----------------------------------------- Robert Mehrabian Chairman, President and Chief Executive Officer August 12, 2003 EX-32.2 7 v92384exv32w2.txt EXHIBIT 32.2 Exhibit 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350 I, Dale A. Schnittjer, Interim Chief Financial Officer, Vice President and Controller of Teledyne Technologies Incorporated (the "Corporation"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge that: 1. the Quarterly Report on Form 10-Q of the Corporation for the quarterly period ended June 29, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. /s/ Dale A. Schnittjer - ----------------------------------------- Dale A. Schnittjer Interim Chief Financial Officer, Vice President and Controller August 12, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10

           AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT


               THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
("Agreement") is made and entered into as of this July 22, 2003 (the "Effective
Date"), by and among Teledyne Technologies Incorporated, a Delaware corporation
(hereinafter referred to as the "Company"), and Dale A. Schnittjer, an
individual residing at the address set forth on the signature page of this
Agreement (the "Executive"), and amends and restates in its entirety that
certain Change in Control Severance Agreement dated as of December 21, 1999 with
Executive.

                              W I T N E S S E T H:

               WHEREAS, the Board of Directors of the Company (the "Board") has
approved the Company entering into this agreement providing for certain
severance protection for the Executive following a Change in Control (as
hereinafter defined);

               WHEREAS, the Board of the Company believes that, should the
possibility of a Change in Control arise, it is imperative that the Company be
able to receive and rely upon the Executive's advice, if requested, as to the
best interests of the Company and its stockholders without concern that he might
be distracted by the personal uncertainties and risks created by the possibility
of a Change in Control; and

               WHEREAS, in addition to the Executive's regular duties, he may be
called upon to assist in the assessment of a possible Change in Control, advise
management and the Board of the Company as to whether such Change in Control
would be in the best interests of the Company and its stockholders, and to take
such other actions as the Board determines to be appropriate;

               WHEREAS, the Board of the Company recognizes the expanded duties
and responsibilities of Executive as interim Chief Financial Officer of the
Company, in addition to serving as Vice President and Controller, and deems it
in the Company's best interests to secure better such Executive's continuing
dedication and advice in the event of a Change in Control by entering into this
amended and restated agreement.

               NOW, THEREFORE, to assure the Company that it will have the
continued dedication of the Executive and the availability of his advice and
counsel notwithstanding the possibility, threat, or occurrence of a Change in
Control, and to induce the Executive to remain in the employ of the Company, and
for good and valuable consideration and the mutual covenants set forth herein,
the Company and the Executive, intending to be legally bound, agree as follows:

                             Article I. Definitions

        Whenever used in this Agreement, the following terms shall have the
meanings set forth below when the initial letter of the word or abbreviation is
capitalized:



(a) "Accrued Obligations" means, as of the Effective Date of Termination, the
sum of (i) the Executive's accrued but unpaid base salary through and including
the Effective Date of Termination, (ii) the amount of any bonus, incentive
compensation, deferred compensation and other cash compensation accrued by the
Executive as of the Effective Date of Termination under the terms of any such
arrangement and not then paid, including, but not limited to, AIP accrued but
not paid for a year ending prior to the year in which occur, the Effective Date
of Termination, (iii) unused vacation time monetized at the then rate of Base
Compensation, (iv) expense reimbursements or other cash entitlements, (v)
amounts accrued under any qualified, non-qualified or supplemental employee
benefit plan, payroll practice, policy or perquisite.

(b) "AIP" means the Company's Annual Incentive Plan as it exists on the date
hereof and as it may be amended, supplemented or modified from time to time or
any successor plan.

(c) "Base Compensation" shall mean (1) the highest annual rate of base salary of
the Executive within the time period consisting of one year prior to the date of
a Change in Control and the Effective Date of Termination and (2) the AIP bonus
target for performance in the calendar year that a Change in Control occurs or
the actual AIP payment for the year immediately preceding the Change in Control,
whichever is higher.

(d) "Beneficiary" shall mean the persons or entities designated or deemed
designated by the Executive pursuant to Section 7.2 herein.

(e) "Board" shall mean the Board of Directors of the Company.

(f) For purposes hereof, the term "Cause" shall mean the Executive's conviction
of a felony, breach of a fiduciary duty involving personal profit to the
Executive or intentional failure to perform stated duties reasonably associated
with the Executive's position; provided, however, an intentional failure to
perform stated duties shall not constitute Cause unless and until the Board
provides the Executive with written notice setting forth the specific duties
that, in the Board's view, the Executive has failed to perform and the Executive
is provided a period of thirty (30) days to cure such specific failure(s) to the
reasonable satisfaction of the Board.

(g) For the purposes of this Agreement, "Change in Control" shall mean, and
shall be deemed to have occurred upon the occurrence of, any of the following
events:

                (1) The Company acquires actual knowledge that (x) any Person,
                other than the Company, a subsidiary, any employee benefit
                plan(s) sponsored by the Company or a subsidiary, has acquired
                the Beneficial Ownership, directly or indirectly, of securities
                of the Company entitling such Person to 20% or more of the
                Voting Power of the Company, or (y) any Person or Persons agree
                to act together for the purpose of acquiring, holding, voting or
                disposing of securities of the Company or to act in concert or
                otherwise with the purpose or effect of changing or influencing
                control of the Company, or in connection with or as Beneficial
                Ownership, directly or indirectly,


                                       2



                of securities of the Company entitling such Person(s) to 20% or
                more of the Voting Power of the Company; or

                (2) The completion of a Tender Offer is made to acquire
                securities of the Company entitling the holders thereof to 20%
                or more of the Voting Power of the Company; or

                (3) The occurrence of a successful solicitation subject to Rule
                14a-11 under the Securities Exchange Act of 1934 as amended (or
                any successor Rule) (the "1934 Act") relating to the election or
                removal of 50% or more of the members of the Board or any class
                of the Board shall be made by any person other than the Company
                or less than 51% of the members of the Board (excluding vacant
                seats) shall be Continuing Directors; or

                (4) The occurrence of a merger, consolidation, share exchange,
                division or sale or other disposition of assets of the Company
                as a result of which the stockholders of the Company immediately
                prior to such transaction shall not hold, directly or
                indirectly, immediately following such transaction a majority of
                the Voting Power of (i) in the case of a merger or
                consolidation, the surviving or resulting corporation, (ii) in
                the case of a share exchange, the acquiring corporation or (iii)
                in the case of a division or a sale or other disposition of
                assets, each surviving, resulting or acquiring corporation
                which, immediately following the transaction, holds more than
                20% of the consolidated assets of the Company immediately prior
                to the transaction;

provided, however that (A) if securities beneficially owned by Executive are
included in determining the Beneficial Ownership of a Person referred to in
Section (i), (B) if Executive is named pursuant to Item 2 of the Schedule 14D-1
(or any similar successor filing requirement) required to be filed by the bidder
making a Tender Offer referred to in Section (ii) or (C) if Executive is a
"participant" as defined in Instruction 3 to Item 4 of Schedule 14A under the
1934 Act in a solicitation referred to in Section (iii) then no Change of
Control with respect to Executive shall be deemed to have occurred by reason of
any such event.

               For the purposes of Section 1(g), the following terms shall have
the following meanings:

                (i) The term "Person" shall be used as that term is used in
                Section 13(d) and 14(d) of the 1934 Act as in effect on the
                Effective Date hereof.

                (ii) "Beneficial Ownership" shall be determined as provided in
                Rule 13d-3 under the 1934 Act as in effect on the Effective Date
                hereof.

                (iii) A specified percentage of "Voting Power" of a company
                shall mean such number of the Voting Shares as shall enable the
                holders thereof to cast such percentage of all the votes which
                could be cast in an annual election of directors (without
                consideration of the rights of any class of stock, other than
                the common


                                       3



                stock of the company, to elect directors by a separate class
                vote); and "Voting Shares" shall mean all securities of a
                company entitling the holders thereof to vote in an annual
                election of directors (without consideration of the rights of
                any class of stock, other than the common stock of the company,
                to elect directors by a separate class vote).

                (iv) "Tender Offer" shall mean a tender offer or exchange offer
                to acquire securities of the Company (other than such an offer
                made by the Company or any subsidiary), whether or not such
                offer is approved or opposed by the Board.

                (v) "Continuing Directors" shall mean a director of the Company
                who either (x) was a director of the Company on the date hereof
                or (y) is an individual whose election, or nomination for
                election, as a director of the Company was approved by a vote of
                at least two-thirds of the directors then still in office who
                were Continuing Directors (other than an individual whose
                initial assumption of office is in connection with an actual or
                threatened election contest relating to the election of
                directors of the Company which would be subject to Rule 14a-11
                under the 1934 Act, or any successor Rule).

(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(i) "Effective Date of Termination" shall mean the date on which the Executive's
employment terminates in a circumstance in which Section 2.1 provides for
Severance Benefits (as defined in Section 2.1).

(j) "Good Reason" shall mean, without the Executive's express written consent,
the occurrence of any one or more of the following:

        (1) A material diminution of the Executive's authorities, duties,
responsibilities, or status (including offices, titles, or reporting
relationships) as an employee of the Company from those in effect as of one
hundred eighty (180) days prior to the Change in Control or as of the date of
execution of this Agreement if a Change in Control occurs within one hundred
eighty (180) days of the execution of this Agreement (the "Reference Date") or
the assignment to the Executive of duties or responsibilities inconsistent with
his position as of the Reference Date, other than an insubstantial and
inadvertent act that is remedied by the Company promptly after receipt of notice
thereof given by the Executive, and other than any such alteration which is
consented to by the Executive in writing;

        (2) The Company's requiring the Executive to be based at a location in
excess of thirty-five (35) miles from the location of the Executive's principal
job location or office immediately prior to the Change in Control, except for
required travel on the Company's business to an extent substantially consistent
with the Executive's present business obligations;



                                       4



        (3) A reduction in the Executive's annual salary or any material
reduction by the Company of the Executive's other compensation or benefits from
that in effect on the Reference Date or on the date of the Change in Control,
whichever is greater;

        (4) The failure of the Company to obtain an agreement satisfactory to
the Executive from any successor to the Company to assume and agree to perform
the Company's obligations under this Agreement, as contemplated in Article 5
herein; and

        (5) Any purported termination by the Company of the Executive's
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 2.6 below, and for purposes of this Agreement, no
such purported termination shall be effective.

The Executive's right to terminate employment for Good Reason shall not be
affected by the Executive's (A) incapacity due to physical or mental illness or
(B) continued employment following the occurrence of any event constituting Good
Reason herein.

(k) "PSP" means the Company's Performance Share Program as it exists on the date
hereof and as it may be, amended, supplemented, or modified from time to time or
any successor plan.

(l) "RSAP" means the Company's Restricted Stock Award Program as it exists on
the date hereof and as it may be, amended, supplemented or modified from time to
time or any successor plan.

(m) "Severance Compensation" means three times Base Compensation.


                         Article II. Severance Benefits

        2.1 Right to Severance Benefits. The Executive shall be entitled to
receive from the Company severance benefits described in Section 2.2 below
(collectively, the "Severance Benefits") if a Change in Control shall occur and
within twenty-four (24) months after the Change in Control either of the
following shall occur:

                (a)     an involuntary termination of the Executive's employment
                        with the Company without Cause; or

                (b)     a voluntary termination of the Executive's employment
                        with the Company for Good Reason.

        2.2 Severance Benefits. In the event that the Executive becomes entitled
to receive Severance Benefits, as provided in Section 2.1, the Company shall
provide the Executive with total Severance Benefits as follows (but subject to
Sections 2.5 and 2.6):


                                       5



                (a)     The Executive shall receive a single lump sum cash
                        Severance Compensation payment within thirty (30) days
                        of the Effective Date of Termination.

                (b)     The Executive shall receive the Accrued Obligations.

                (c)     The Executive shall receive as AIP for the year in which
                        occurs the Effective Date of Termination a lump sum cash
                        payment paid within thirty (30) days of the Effective
                        Date of Termination equal to that which would have been
                        paid if corporate and personal performance had achieved
                        120% of target objectives established for the annual
                        period in which the Change in Control occurred,
                        multiplied by a fraction, the numerator of which is the
                        number of days elapsed in the current fiscal period to
                        the Effective Date of Termination, and the denominator
                        of which is 365.

                (d)     The Executive shall receive a lump sum payment paid
                        within thirty (30) days of the Effective Date of
                        Termination (in accordance with the then current PSP;
                        provided that any portion of the PSP award which would
                        have been paid in stock under the PSP is to be paid in
                        cash based on the current market value of the stock)
                        which payment will be determined based upon actual
                        performance for the number of full years of completed
                        then current PSP measurement period(s) at the time of
                        the Effective Date of Termination and for years not yet
                        completed in the then current PSP measurement period(s)
                        Executive will be assumed to have met all applicable
                        goals at 20% of performance.

                (e)     All welfare benefits, including medical, dental, vision,
                        life and disability benefits pursuant to plans under
                        which the Executive and/or the Executive's family is
                        eligible to receive benefits and/or coverage shall be
                        continued for a period of thirty-six (36) months after
                        the Effective Date of Termination. Such benefits shall
                        be provided to the Executive at no less than the same
                        coverage level as in effect as of the date of the Change
                        in Control. The Company shall pay the full cost of such
                        continued benefits, except that the Executive shall bear
                        any portion of such cost as was required to be borne by
                        key executives of the Company generally at the date of
                        the Change in Control. Notwithstanding the foregoing,
                        the benefits described in this Section 2.2(e) may be
                        discontinued prior to the end of the periods provided in
                        this Section to the extent, but only to the extent, that
                        the Executive receives substantially similar benefits
                        from a subsequent employer. In the event any insurance
                        carrier shall refuse to provide coverage to a former
                        employee, the Company shall secure comparable coverage
                        or may self-insure the benefits if it pays such benefits
                        together with a payment to the Executive equal to the
                        federal income tax consequences of payments to a former
                        highly compensated employee from a discriminatory
                        self-insured plan.


                                       6



                (f)     The Executive shall be entitled to reimbursement for
                        actual payments made for professional outplacement
                        services or job search not to exceed $25,000 in the
                        aggregate.

                (g)     In determining the Executive's pension benefit following
                        entitlement to a Severance Benefit, the Executive shall
                        be deemed to have satisfied the age and service
                        requirements for full vesting under the Company's
                        qualified (within applicable legal parameters),
                        non-qualified and supplemental pension plans as of the
                        Effective Date of Termination such that the Executive
                        shall be entitled to receive the full accrued benefit
                        under all such plans in effect as of the date of the
                        Change in Control, without any actuarial reduction for
                        early payment.

        2.3. Stock Options. All Company stock options previously granted to the
Executive shall be fully vested and exercisable immediately upon a Change in
Control. Such options shall be exercisable for the remainder of the term
established by the Company's stock option plan as if the options had vested in
accordance with the normal vesting schedule and the Executive had remained an
employee of the Company. Company stock acquired pursuant to any such exercise
may be sold by the Executive free of any Company restrictions, whatsoever (other
than those imposed by federal and state securities laws).

        2.4. RSAP. In the event of entitlement to a Severance Benefit, all
forfeiture restrictions on all Company stock issued to the Executive under the
Company's RSAP shall lapse and all shares of restricted stock shall vest. All of
the foregoing shares may be sold by the Executive free of any Company
restrictions whatsoever (other than those imposed by federal and state
securities laws).

        2.5. Termination for any Other Reason. If the Executive's employment
with the Company is terminated under any circumstances other than those set
forth in Section 2.1, including without limitation by reason of retirement,
death, disability, discharge for Cause or resignation without Good Reason, or
any termination, for any reason, that occurs prior to a Change in Control (other
than as provided below) or after twenty-four (24) months following a Change in
Control, the Executive shall have no right to receive the Severance Benefits
under this Agreement or to receive any payments in respect of this Agreement. In
such event Executive's benefits, if any, in respect of such termination shall be
determined in accordance with the Company's retirement, survivor's benefits,
insurance, and other applicable plans, programs, policies and practices then in
effect. Notwithstanding anything in this Agreement to the contrary, if the
Executive's employment with the Company is terminated at any time from three (3)
to eight (8) months prior to the date on which a Change in Control occurs either
(i) by the Company other than for Cause or (ii) by the Executive for Good
Reason, and it is reasonably demonstrated that termination of employment (a) was
at the request of an unrelated third party who has taken steps reasonably
calculated to effect a Change in Control, or (b) otherwise arose in connection
with or in anticipation of the Change in Control, then for all purposes of this
Agreement the termination shall be deemed to have occurred as if immediately
following a Change in Control for Good



                                       7



Reason and the Executive shall be entitled to Severance Benefits as provided in
Section 2.2 hereof. Notwithstanding anything in this Agreement to the contrary,
if the Executive's employment with the Company is terminated at any time within
three (3) months prior to the date on which a Change in Control occurs either
(i) by the Company other than for Cause or (ii) by the Executive for Good
Reason, such termination shall conclusively be deemed to have occurred as if
immediately following a Change in Control for Good Reason and the Executive
shall be entitled to Severance Benefits as provided in Section 2.2. hereof.

        2.6. Notice of Termination. Any termination by the Company for Cause or
by the Executive for Good Reason shall be communicated by Notice of Termination
to the other party. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate the specific termination
provision in this Agreement relied upon, and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated.

        2.7. Withholding of Taxes. The Company shall withhold from any amounts
payable under this Agreement all Federal, state, local, or other taxes that are
legally required to be withheld.

        2.8. Certain Additional Payments by the Company.

                (a)     Notwithstanding anything in this Agreement to the
                        contrary, in the event it shall be determined that any
                        economic benefit or payment or distribution by the
                        Company to or for the benefit of the Executive, whether
                        paid or payable or distributed or distributable pursuant
                        to the terms of this Agreement or otherwise (a
                        "Payment"), would be subject to the excise tax imposed
                        by Section 4999 of the Code or any interest or penalties
                        with respect to such excise tax (such excise tax,
                        together with any such interest and penalties, are
                        hereinafter collectively referred to as the "Excise
                        Tax"), then the Executive shall be entitled to receive
                        an additional payment (a "Gross-Up-Payment") in an
                        amount such that after payment by the Executive of all
                        taxes (including any interest or penalties imposed with
                        respect to such taxes), including any Excise Tax imposed
                        upon the Gross-Up Payment, the Executive retains an
                        amount of the Gross-Up Payment equal to the Excise Tax
                        imposed upon the Payments.

                (b)     Subject to the provisions of Section 2.8(c), all
                        determinations required to be made under this Section
                        2.8, including whether a Gross-Up Payment is required
                        and the amount of such Gross-Up Payment, shall be made
                        by the Company's regular outside independent public
                        accounting firm (the "Accounting Firm") which shall
                        provide detailed supporting calculations both to the
                        Company and the Executive within fifteen (15) business
                        days of the Effective Date of Termination, if
                        applicable, or such earlier time as is requested by the
                        Company . The initial Gross-Up Payment, if any, as
                        determined pursuant to this Section 2.8(b), shall be
                        paid to the Executive


                                       8



                        within five (5) days of the receipt of the Accounting
                        Firm's determination. If the Accounting Firm determines
                        that no Excise Tax is payable by the Executive, it shall
                        furnish the Executive with an opinion that he has
                        substantial authority not to report any Excise Tax or
                        excess parachute payments on his or her federal income
                        tax return. Any determination by the Accounting Firm
                        shall be binding upon the Company and the Executive. As
                        a result of the uncertainty in the application of
                        Section 4999 of the Code at the time of the initial
                        determination by the Accounting Firm hereunder, it is
                        possible that Gross-Up Payments which will not have been
                        made by the Company should have been made
                        ("Underpayment"), consistent with the calculations
                        required to be made hereunder. In the event that the
                        Company exhausts its remedies pursuant to Section 2.8(c)
                        and the Executive thereafter is required to make a
                        payment of any Excise Tax, the Accounting Firm shall
                        determine the amount of the Underpayment that has
                        occurred and any such Underpayment shall be promptly
                        paid by the Company to or for the benefit of the
                        Executive.

                (c)     The Executive shall notify the Company in writing of any
                        claim by the Internal Revenue Service that, if
                        successful, would require the payment by the Company of
                        the Gross-Up Payment. Such notification shall be given
                        as soon as practicable but no later than ten (10)
                        business days after the later of either (i) the date the
                        Executive has actual knowledge of such claim, or (ii)
                        ten (10) days after the Internal Revenue Service issues
                        to the Executive either a written report proposing
                        imposition of the Excise Tax or a statutory notice of
                        deficiency with respect thereto, and shall apprise the
                        Company of the nature of such claim and the date on
                        which such claim is requested to be paid. The Executive
                        shall not pay such claim prior to the expiration of the
                        thirty-day period following the date on which he gives
                        such notice to the Company (or such shorter period
                        ending on the date that any payment of taxes with
                        respect to such claim is due). If the Company notifies
                        the Executive in writing prior to the expiration of such
                        period that the Company desires to contest such claim,
                        the Executive shall: (i) give the Company any
                        information reasonably requested by the Company relating
                        to such claim, (ii) take such action in connection with
                        contesting such claim as the Company shall reasonably
                        request in writing from time to time, including, without
                        limitation, accepting legal representation with respect
                        to such claim by an attorney reasonably selected by the
                        Company, (iii) cooperate with the Company in good faith
                        in order effectively to contest such claim, (iv) permit
                        the Company to participate in any proceedings relating
                        to such claim; provided, however, that the Company shall
                        bear and pay directly all costs and expenses (including
                        additional interest and penalties) incurred in
                        connection with such contest and shall indemnify and
                        hold the Executive harmless, on an after-tax basis, for
                        any Excise Tax or income tax, including interest and
                        penalties with respect thereto, imposed as a result of
                        such representation and payment of costs


                                       9



                        and expenses. Without limitation of the foregoing
                        provisions of this Section 2.8(c), the Company shall
                        control all proceedings taken in connection with such
                        contest and, at its sole option, may pursue or forego
                        any and all administrative appeals, proceedings,
                        hearings and conferences with the taxing authority in
                        respect of such claim and may, at its sole option,
                        either direct the Executive to request or accede to a
                        request for an extension of the statute of limitations
                        with respect only to the tax claimed, or pay the tax
                        claimed and sue for a refund or contest the claim in any
                        permissible manner, and the Executive agrees to
                        prosecute such contest to a determination before any
                        administrative tribunal, in a court of initial
                        jurisdiction and in one or more appellate courts, as the
                        Company shall determine; provided, however, that if the
                        Company directs the Executive to pay such claim and sue
                        for a refund, the Company shall advance the amount of
                        such payment to the Executive, on an interest-free basis
                        and shall indemnify and hold the Executive harmless, on
                        an after-tax basis, from any Excise Tax or income tax,
                        including interest or penalties with respect thereto,
                        imposed with respect to such advance or with respect to
                        any imputed income with respect to such advance; and
                        provided further that any extension of the statute of
                        limitations requested or acceded to by the Executive at
                        the Company's request and relating to payment of taxes
                        for the taxable year of the Executive with respect to
                        which such contested amount is claimed to be due is
                        limited solely to such contested amount. Furthermore,
                        the Company's control of the contest shall be limited to
                        issues with respect to which a Gross-Up Payment would be
                        payable hereunder and the Executive shall be entitled to
                        settle or contest, as the case may be, any other issue
                        raised by the Internal Revenue Service or any other
                        taxing authority.

                (d)     If, after the receipt by the Executive of an amount
                        advanced by the Company pursuant to Section 2.8(c), the
                        Executive becomes entitled to receive any refund with
                        respect to such claim, the Executive shall (subject to
                        the Company's complying with the requirements of Section
                        2.8(c)) promptly pay to the Company the amount of such
                        refund (together with any interest paid or credited
                        thereon after taxes applicable thereto). If, after the
                        receipt by the Executive of an amount advanced by the
                        Company pursuant to Section 2.8(c), a determination is
                        made that the Executive shall not be entitled to any
                        refund with respect to such claim and the Company does
                        not notify the Executive in writing of its intent to
                        contest such denial of refund prior to the expiration of
                        thirty (30) days after such determination, then such
                        advance shall be forgiven and shall not be required to
                        be repaid and the amount of such advance shall offset,
                        to the extent thereof, the amount of Gross-Up Payment
                        required to be paid.

                (e)     In the event that any state or municipality or
                        subdivision thereof shall subject any Payment to any
                        special tax which shall be in addition to the



                                       10



                        generally applicable income tax imposed by such state,
                        municipality, or subdivision with respect to receipt of
                        such Payment, the foregoing provisions of this Section
                        2.8 shall apply, mutatis mutandis, with respect to such
                        special tax.

                  Article III. The Company's Payment Obligation

        3.1 Payment Obligations Absolute. Except as otherwise provided in the
last sentence of Section 2.2(e), the Company's obligation to make the payments
and the arrangements provided for in this Agreement shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right that the Company may have against the Executive or any other party. All
amounts payable by the Company under this Agreement shall be paid without notice
or demand. Each and every payment made hereunder by the Company shall be final,
and the Company shall not seek to recover all or any part of such payment from
the Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever. Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall have no obligation to make any payment to the
Executive hereunder to the extent, but only to the extent, that such payment is
prohibited by the terms of any final order of a Federal or state court or
regulatory agency of competent jurisdiction; provided, however, that such an
order shall not affect, impair, or invalidate any provision of this Agreement
not expressly subject to such order.

        3.2 Contractual Rights to Payments and Benefits. This Agreement
establishes and vests in the Executive a contractual right to the payments and
benefits to which he is entitled hereunder. Nothing herein contained shall
require or be deemed to require, or prohibit or be deemed to prohibit, the
Company to segregate, earmark, or otherwise set aside any funds or other assets,
in trust or otherwise, to provide for any payments to be made or required
hereunder. The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in the last sentence of Section 2.2(e).

                   Article IV . Enforcement and Legal Remedies


        4.1. Consent to Jurisdiction. Each of the parties hereto irrevocably
consents to personal jurisdiction in any action brought in connection with this
Agreement in the United States District Court for the Central District of
California or any California court of competent jurisdiction. The parties also
consent to venue in the above forums and to the convenience of the above forums.
Any suit brought to enforce the provisions of this Agreement must be brought in
the aforementioned forums.

        4.2 Cost of Enforcement. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel in connection with the
enforcement of any or all of his or her


                                       11



rights to Severance Benefits under Section 2.2 of this Agreement, and provided
that the Executive substantially prevails in the enforcement of such rights, the
Company, as applicable, shall pay (or the Executive shall be entitled to recover
from the Company, as the case may be) the Executive's reasonable attorneys'
fees, costs and expenses in connection with the enforcement of his or her
rights.

                      Article V. Binding Effect; Successors

        The rights of the parties hereunder shall inure to the benefit of their
respective successors, assigns, nominees, or other legal representatives. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, reorganization, consolidation, acquisition of property or stock,
liquidation, or otherwise) to all or a significant portion of the assets of the
Company, as the case may be, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company, as the
case may be, would be required to perform if no such succession had taken place.
Regardless of whether such agreement is executed, this Agreement shall be
binding upon any successor in accordance with the operation of law and such
successor shall be deemed the "Company", as the case may be, for purposes of
this Agreement.

                          Article VI. Term of Agreement

        The term of this Agreement shall commence on the Effective Date and
shall continue in effect for three (3) full years (the "Term") unless further
extended as provided in this Article. The Term of this Agreement shall be
automatically and without action by either party extended for one additional
calendar month on the last business day of each calendar month so that at any
given time there are no fewer than 35 nor more than 36 months remaining unless
one party gives written notice to the other that it no longer wishes to extend
the Term of this Agreement, after which written notice, the Term shall not be
further extended except as may be provided in the following sentence. However,
in the event a Change in Control occurs during the Term, this Agreement will
remain in effect for the longer of: (i) thirty-six (36) months beyond the month
in which such Change in Control occurred; or (ii) until all obligations of the
Company hereunder have been fulfilled and all benefits required hereunder have
been paid to the Executive or other party entitled thereto.

                           Article VII. Miscellaneous

        7.1 Employment Status. Neither this Agreement nor any provision hereof
shall be deemed to create or confer upon the Executive any right to be retained
in the employ of the Company or any subsidiary or other affiliate thereof.

        7.2 Beneficiaries. The Executive may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must be
in the form of a signed writing acceptable to the Board of Directors of the
Company. The Executive may make or change such designation at any time.



                                       12



        7.3 Entire Agreement. This Agreement contains the entire understanding
of the Company and the Executive with respect to the subject matter hereof. Any
payments actually made under this Agreement in the event of the Executive's
termination of employment shall be in lieu of any severance benefits payable
under any severance plan, program, or policy of the Company to which the
Executive might otherwise be entitled.

        7.4 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.

        7.5 Notices. All notices, requests, demands, and other communications
hereunder must be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first-class
certified mail, return receipt requested, postage prepaid, to the other party,
addressed as follows:

        (a)    If to the Company:

               Teledyne Technologies Incorporated
               12333 West Olympic Blvd.
               Los Angeles, California 90064
               Attn:  Senior Vice President, General Counsel and Secretary

        (b) If to Executive, to him or her at the address set forth at the end
of this Agreement. Addresses may be changed by written notice sent to the other
party at the last recorded address of that party.

        7.6 Execution in Counterparts. The parties hereto in counterparts may
execute this Agreement, each of which shall be deemed to be original, but all
such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.

        7.7. Severability. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are for convenience of
reference and not part of the provisions hereof and shall have no force and
effect.

        7.8. Modification. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is agreed
to in writing and signed by the Executive and on behalf of the Company.

        7.9. Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the State of California, other than the conflict of
law provisions thereof, shall be the controlling laws in all matters relating to
this Agreement.


                                       13



        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                TELEDYNE TECHNOLOGIES INCORPORATED

                                By:  /s/ Robert Mehrabian
                                    ---------------------------------
                                Name: Robert Mehrabian
                                Title: Chairman, President and Chief Executive
                                       Officer


                                EXECUTIVE

                                     /s/ Dale A. Schnittjer
                                    ---------------------------------
                                Name:       Dale A. Schnittjer
                                Address:    4009 San Remo Way
                                            Tarzana, CA  91356


                                       14

EX-31.1

                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne
Technologies Incorporated (the "registrant"), certify that:

1.      I have reviewed this quarterly report on Form 10-Q for the quarterly
        period ended June 29, 2003 of Teledyne Technologies Incorporated;

2.      Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this quarterly report;

4.      The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a--15(e) and 15d--15(e)) for the
        registrant and have:

        a)      Designed such disclosure controls and procedures, or caused such
                disclaimed controls to be designed under our supervision, to
                ensure that material information relating to the registrant,
                including its consolidated subsidiaries, is made known to us by
                others within those entities, particularly during the period in
                which this quarterly report is prepared;

        b)      Evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures as of the end of the period covered by two
                reports based on such evaluation; and

        c)      Disclosed in this report any change in the registrant's internal
                control over financial reporting that occurred during the
                registrant's most recent fiscal quarter that has materially
                affected, or is reasonably likely to materially affect, the
                registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation of internal control over financial reporting,
        to the registrant's auditors and the audit committee of registrant's
        board of directors:

        a)      all significant deficiencies and material weaknesses in the
                design or operation of internal control over financial reporting
                which are reasonably likely to adversely affect the registrant's
                ability to record, process, summarize and report financial
                information; and

        b)      any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls

Date: August 12, 2003


/s/ Robert Mehrabian
- -----------------------------------------
Robert Mehrabian
Chairman, President and Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2

                                  CERTIFICATION

I, Dale A. Schnittjer, Interim Chief Financial Officer, Vice President and
Controller of Teledyne Technologies Incorporated (the "registrant"), certify
that:

1.      I have reviewed this quarterly report on Form 10-Q for the quarterly
        period ended June 29, 2003 of Teledyne Technologies Incorporated;

2.      Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this quarterly report;

4.      The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a--15(e) and 15d--15(e)) for the
        registrant and have:

        a)      Designed such disclosure controls and procedures, or caused such
                disclaimed controls to be designed under our supervision, to
                ensure that material information relating to the registrant,
                including its consolidated subsidiaries, is made known to us by
                others within those entities, particularly during the period in
                which this quarterly report is prepared;

        b)      Evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures as of the end of the period covered by two
                reports based on such evaluation; and

        c)      Disclosed in this report any change in the registrant's internal
                control over financial reporting that occurred during the
                registrant's most recent fiscal quarter that has materially
                affected, or is reasonably likely to materially affect, the
                registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation of internal control over financial reporting,
        to the registrant's auditors and the audit committee of registrant's
        board of directors:

        a)      all significant deficiencies and material weaknesses in the
                design or operation of internal control over financial reporting
                which are reasonably likely to adversely affect the registrant's
                ability to record, process, summarize and report financial
                information; and

        b)      any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls

Date: August 12, 2003


/s/ Dale A. Schnittjer
- -----------------------------------------
Dale A. Schnittjer
Interim Chief Financial Officer, Vice President and Controller

EX-32.1

                                                                    Exhibit 32.1


    CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002,
                             18 U.S.C. SECTION 1350

I, Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne
Technologies Incorporated (the "Corporation"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge that:

1.      the Quarterly Report on Form 10-Q of the Corporation for the quarterly
        period ended June 29, 2003 as filed with the Securities and Exchange
        Commission on the date hereof (the "Report") fully complies with the
        requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
        1934; and

2.      the information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the
        Corporation.


/s/ Robert Mehrabian
- -----------------------------------------
Robert Mehrabian
Chairman, President and Chief Executive Officer
August 12, 2003

EX-32.2

                                                                    Exhibit 32.2


    CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002,
                             18 U.S.C. SECTION 1350

I, Dale A. Schnittjer, Interim Chief Financial Officer, Vice President and
Controller of Teledyne Technologies Incorporated (the "Corporation"), certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, to my knowledge that:

1.      the Quarterly Report on Form 10-Q of the Corporation for the quarterly
        period ended June 29, 2003 as filed with the Securities and Exchange
        Commission on the date hereof (the "Report") fully complies with the
        requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
        1934; and

2.      the information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the
        Corporation.



/s/ Dale A. Schnittjer
- -----------------------------------------
Dale A. Schnittjer
Interim Chief Financial Officer, Vice
President and Controller
August 12, 2003