8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 22, 2013

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-15295	25-1843385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1049 Camino Dos Rios Thousand Oaks, California		91360-2362
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (805) 373-4545

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On October 24, 2013, Teledyne issued a press release with respect to its third quarter 2013 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)    On October 22, 2013, Teledyne Technologies Incorporated and Dr. Robert Mehrabian, the Chairman, President and Chief Executive Officer of Teledyne, entered into a Fifth Amended and Restated Employment Agreement (the “Employment Agreement”) to implement actions of the Personnel and Compensation Committee taken at its meeting on October 22, 2013. The terms of the Employment Agreement are essentially the same as the previously filed Fourth Amended and Restated Employment Agreement, except that: (1) Dr. Mehrabian’s base salary was increased to $930,000, effective January 1, 2014, (2) Dr. Mehrabian would be eligible to receive a target cash bonus based on 120% of his annual base salary under the Annual Incentive Plan (AIP), (3) the percentage of annual base salary used to determine the number of shares awarded to Dr. Mehrabian under the Restricted Stock Award Program was increased to 100% (beginning in 2014), and (4) the term of the Employment Agreement continues through December 31, 2017.

A copy of the Employment Agreement is attached hereto as Exhibit 10.1.

On October 22, 2013, the Personnel and Compensation Committee also took the following actions:

The Committee granted a Restricted Stock Award consisting of 5,854 shares of Teledyne common stock to Dr. Mehrabian. The terms and conditions of the Restricted Stock Award are the same as are applicable to the awards granted to participants in the Restricted Stock Award Program on January 22, 2013, except that the performance cycle begins on the date of grant and ends on December 31, 2015. The performance goal, as with prior Restricted Stock Awards, is the price of Teledyne's common stock as compared to the Russell 2000 Index over the performance period. In order for Dr. Mehrabian to retain the restricted shares, Teledyne's aggregate return to shareholders (as measured by Teledyne's stock price) must be at least 35% of the performance of the Russell 2000 Index for the performance cycle period. If Teledyne's stock performance is less than 35% of the Russell 2000 Index performance, all restricted shares would be forfeited. If it ranges from 35% to less than 100%, a portion of the restricted shares will be forfeited. If it is 100% or more than 100%, no shares are forfeited and the participant does not receive additional shares. A copy of the Restricted Stock Award Agreement is attached as Exhibit 10.2 to this filing.

The Committee approved new annual base salaries for the following Teledyne’s named executive officers set forth below, effective January 1, 2014.

Name	Position	Base Salary
Robert Mehrabian	Chairman, President and Chief Executive Officer	$	930,000
Susan L. Main	Senior Vice President and Chief Financial Officer	$	425,000
Aldo Pichelli	Executive Vice President	$	435,632
Rex D. Geveden	Executive Vice President	$	410,005
Wajid Ali	Vice President and Controller	$	329,608

With regard to Ms. Main, the Committee further indicated that (i) she would be eligible to receive a target cash bonus based on 75% of her annual base salary if and when the Committee established the Annual Incentive Plan (AIP) for 2014, and (ii) she would be eligible to receive a Restricted Stock Award equal in value equal to 45% of her annual base salary if and when the Committee established a Restricted Stock Award Program for the 2014-2016 performance cycle. With regard to Mr. Geveden, the Committee indicated that he would be eligible to receive a Restricted Stock Award equal to 45% of his annual base salary if and when the Committee established a Restricted Stock Award Program for the 2014-2016 performance cycle.

In setting such base salaries and other elements of compensation described above, the Committee considered general industry and industry peer compensation information provided by independent compensation consultants, executive performance, recent promotions, added responsibilities and other factors.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1	Fifth Amended and Restated Employment Agreement, dated October 22, 2013, by and between Teledyne Technologies Incorporated and Dr. Robert Mehrabian
Exhibit 10.2	Restricted Stock Award Agreement, dated October 22, 2013, by and between Teledyne Technologies Incorporated and Dr. Robert Mehrabian
Exhibit 99.1	Press Release announcing third quarter 2013 financial results dated October 24, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TELEDYNE TECHNOLOGIES INCORPORATED
	By:	/s/ Susan L. Main
		Susan L. Main
		Senior Vice President and Chief Financial Officer

Dated: October 24, 2013

EXHIBIT INDEX

Description

Exhibit 99.1 Press Release announcing third quarter 2013 financial results dated October 24, 2013.

EX-10.1

Exhibit 10.1

FIFTH AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of the 22nd day of October, 2013 by and between Teledyne Technologies Incorporated, a Delaware corporation with its executive offices at 1049 Camino Dos Rios, Thousand Oaks, California 91360 (the “Company”), and Dr. Robert Mehrabian, an individual residing at 5388 Baseline Avenue, Santa Ynez, California 93460 (the “Executive”).

RECITALS

WHEREAS, this Employment Agreement is an amendment and restatement of the Fourth Amended and Restated Employment Agreement entered into as of January 21, 2009;

WHEREAS, as of the date hereof, the term of employment of the Executive under the Fourth Amended and Restated Employment Agreement continues through at least December 31, 2014; and

WHEREAS, this Employment Agreement is entered into primarily to reflect actions of the Personnel and Compensation Committee taken on October 22, 2013, to amend provisions of the Employment Agreement to extend the current term of employment of the Executive by an additional three years, as well as to update the Employment Agreement to reflect the Executive’s current and adjusted base salary, annual incentive plan target percentage and restricted stock award base salary percentage.

NOW, THEREFORE, in consideration of the respective covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:

1.     Term of Agreement. This Employment Agreement, as amended and restated, shall be effective as of the date first above written and shall continue in effect through December 31, 2017 (the “Term”).

2.    Employment Agreement to Supplement the CIC Agreement. This Employment Agreement, as amended and restated, shall supplement the CIC Agreement and the terms and conditions of this Employment Agreement are not intended to alter or vary the terms and conditions of the Amended and Restated Change in Control Severance Agreement dated as of January 31, 2011 (the “CIC Agreement”). The intention of this Employment Agreement is to memorialize certain terms and conditions of the employment of the Executive which are particular to him and not specified in the CIC Agreement. Except as specifically set forth herein, initially capitalized terms shall have the meaning ascribed thereto under the CIC Agreement which is incorporated herein and made a part hereof as if set forth at length.

3.     Position and Duties. The Company shall employ Executive and the Executive shall serve as the Chairman, President and Chief Executive Officer of the Company and shall have primary responsibility to manage and direct the day-to-day business of the Company including the generation of income and control of expenses. Subject to the approval of the Board of Directors of the Company, the Executive may serve as a director of charitable organizations and/or for profit corporations which do not compete with the Company or any of its subsidiaries and affiliates. The Company acknowledges that Executive serves as a director of PPG Industries, Inc. as of the date hereof and agrees that the Executive may continue to serve as a director of that corporation.

4.     Compensation. The Executive shall receive the following items of compensation at the rates thereof set forth below.

a. Base Salary. The Executive’s current annual base salary (“Base Salary”) is Nine Hundred Ten Thousand Dollars ($910,000) and effective January 1, 2014 and for the remainder of the Term, the Company shall pay Executive a Base Salary of Nine Hundred Thirty Thousand Dollars ($930,000). Base Salary shall be paid periodically in accordance with normal Company payroll practices applicable to executive employees.

b. Participation in Compensation Plans and Programs. In accordance with the respective terms and conditions of the respective plans and programs, the Executive shall be entitled to participate in the following compensation plans and programs:

1. AIP. In the AIP at an annual opportunity at 120% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the AIP for any year.

2. PSP. In the PSP at an opportunity equal to 150% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the PSP for any measurement period.

3. Restricted Stock Award Program (“RSAP”). In the RSAP with annual grants of restricted stock equal to at least 100% of Base Salary as of the date of this grant subject to meeting targets set forth in the RSAP.

4. Stock Options. Eligibility to receive future grants of options in a number determined by the Committee, each subject to the terms and conditions of the Stock Option Incentive Plan.

5.     Employee Benefits. The Executive shall participate in each qualified, non-qualified and supplemental employee benefit, executive benefit, fringe benefit and perquisite plan, policy or arrangement of the Company applicable to executive level employees, including, but not limited to, expense reimbursement policies and use of an automobile, in each case, in accordance with the terms and conditions thereof (including tax equalization payments to the extent provided with respect to such plans by Allegheny Teledyne Incorporated on or prior to November 29, 1999) as in effect from time to time. It is understood and agreed that effective June 1, 2007, the Company shall no longer be required to provide a country club and a city club membership and related applicable tax gross-ups to the Executive. Nothing in this Employment Agreement shall be construed as preventing the amendment or termination of any such plan, policy or arrangement by the Company so long as such amendment or termination affects all executive employees of the Company then participating.

6.     Non-Qualified Pension Arrangement. In addition to the employee benefits described in Section 5, the Company will pay to the Executive (or his designee if amounts are payable after the death of the Executive) following his Retirement (as defined below), as payments supplemental to any accrued pension under the Company's qualified pension plan, an annual amount, paid in equal monthly installments, equal to 50% of his Base Compensation at the rate in effect on the date of his Retirement. Such annual amount shall be paid each year for ten (10) years following his Retirement; it being recognized that, as per Executive’s original employment agreement, the Executive as of August 1, 2007, has rendered to the Company ten years of service (including the period from August, 1997 through and including November, 1999 rendered as service to the Company's predecessor, Allegheny Teledyne Incorporated).

For purposes of Section 6 of this Employment Agreement and without effect upon whether the Executive is deemed to be retired under the CIC Agreement, the Executive will be deemed to have a Retirement upon his Separation From Service with the Company for any reason other than for Cause. For purposes of Section 6 of this Employment Agreement, the Executive shall be deemed to have experienced a Separation From Service upon the Executive’s death, Disability, or upon the complete cessation of the Executive’s service to the Company as an employee or as an independent contractor as determined in the sole discretion of the Company; provided, however, that the Executive’s cessation of services shall not constitute a Separation From Service if the Company anticipates a renewal of the Executive’s services as an employee, independent contractor or in any other capacity. For purposes of this Section 6 of the Employment Agreement, the Executive shall be deemed to have experienced a Separation From Service due to Disability where, in the sole discretion of the Company:

(a) The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(b) The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

Additionally, and notwithstanding the foregoing, in the event of a Separation From Service for any reason other than Disability, payment shall be made six months after the date of Separation From Service, but in no event shall payment be made, or commence to be made, after the later of (i) the last day of the calendar year in which such six-month date occurs or (ii) 2 ½ months after the occurrence of the six-month date and the initial payment shall be equal to six times the monthly amount otherwise due and the next and each subsequent monthly payment shall be equal to one times the monthly amount otherwise due. Payments made pursuant to this Section 6 resulting from Separation From Service due to Disability shall commence as soon as administratively feasible following such Separation From Service, but in no event shall distribution be made, or commence to be made, after the later of (i) the next following December 31 or (ii) 2 ½ months after the date of such Separation From Service due to Disability.

The provisions of this Section 6 are intended to comply with the requirements applicable to nonqualified deferred compensation plans under Section 409A of the Code. Notwithstanding any other provision of this Employment Agreement, this Section 6 shall be interpreted and administered in accordance with the requirements of Section 409A of the Code.

7.    Binding Agreement. The Company will use its best efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) to expressly assume and agree to perform this Employment Agreement and the CIC Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be deemed to be a termination without Cause for purposes of this Employment Agreement and the CIC Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be the Date of Termination.

8.    Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed to have been effectively made or given if personally delivered at the address first above written or such other address as may be given by one party to the other.

9.     Withholding. The Company shall be entitled to withhold, or cause to be withheld, from payment any amount payable under this Employment Agreement of any payroll and withholding taxes required by law, as determined by the Company in good faith.

10.    Governing Law. This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of California without reference to rules relating to conflict of law.

11.    Headings. The headings of sections are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

12.    Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

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

EXECUTIVE                    

/s/ Robert Mehrabian

Robert Mehrabian

TELEDYNE TECHNOLOGIES INCORPORATED

By:	/s/ Charles Crocker
Name:	Charles Crocker
Title:	Chair, Personnel and Compensation Committee

EX-10.2

Exhibit 10.2

RESTRICTED STOCK AWARD AGREEMENT

October 22, 2013

The parties to this Restricted Stock Award Agreement (this “Agreement”) are Teledyne Technologies Incorporated, a Delaware corporation (the “Company”), and Robert Mehrabian (the “Executive”).

WITNESSETH:

WHEREAS, the Company has adopted the Teledyne Technologies Incorporated Restricted Stock Award Program (the “Program”) for the benefit of eligible employees of the Company and its subsidiaries;

WHEREAS, the terms and conditions of the Program are set forth in administrative rules (the “Rules”) adopted by the Personnel and Compensation Committee of the Board of Directors of the Company on January 22, 2013 pursuant to the authority reserved in Article 12 of the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan (the “Plan”);

WHEREAS, to provide an incentive to the Executive to focus on long-term Company performance, the Company desires to grant shares of the Company’s Common Stock to the Executive subject to certain transfer and forfeiture restrictions set forth in this Agreement, as well as the provisions of the Program, which shall lapse on January 22, 2016 and the attainment of certain Performance Goals (as defined in Paragraph 1.8(b)) for the Performance Cycle (as defined in Paragraph 1.8(a));

WHEREAS, except as may be modified by this Agreement, this award shall be subject to the terms and conditions of the Rules;

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.RESTRICTED SHARES

1.1Grant of Restricted Shares.

(a)    As of the October 22, 2013 (the “Date of Grant”), the Company grants to the Executive 5,854 shares of Common Stock (the “Restricted Shares”), subject to the restrictions set forth in Paragraph 1.2 of this Agreement, the terms and conditions of the Program and the other terms and conditions contained in this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement.

(b)    As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing the applicable Restricted Shares be registered in the name of and issued to the Executive. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 1.3). On or before the date of execution of this Agreement, the Executive has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares.

(c)    Each certificate for the Restricted Shares shall bear the following legend (the “Program Legend”):

The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Restricted Stock Award Program under the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan and a Restricted Stock Award Agreement entered into between the registered owner and Teledyne Technologies Incorporated. Copies of such Program and Agreement are on file in the offices of Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, CA 91360.

In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

(d)    As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Executive a certificate or certificates for the applicable Restricted Shares which shall not bear the Program Legend.

1.2Restrictions.

(a)    The Executive shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive any dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:

(i) the Executive shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction of all other applicable conditions;

(ii)  none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period (other than by will or the laws of descent and distribution), except pursuant to rules adopted by the Committee in accordance with the Program;

(iii) all shares of Common Stock or cash distributed as a dividend or distribution, if any, with respect to the Restricted Shares prior to the expiration of the Restricted Period shall be delivered to and held by the Company and subject to the same restrictions as the Restricted Shares until the termination of the Restricted Period; and

(iv) all of the Restricted Shares (and cash dividends) shall be forfeited and returned to the Company and all rights of the Executive with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 1.4.

(b)    Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in this Agreement shall be null, void and ineffective.

1.3Restricted Period and Lapse of Restrictions. Subject to the provisions contained in Paragraphs 1.4, 1.6 and 1.7, the restrictions set forth in Paragraph 1.2 shall apply for a period (the “Restricted Period”) beginning on the Date of Grant and ending on January 22, 2016; provided, however, that, subject to the Committee’s discretion under Paragraph 1.7, in no event shall the Restricted Period expire prior to the date that the Committee makes its determinations with respect to the Company’s attainment of the applicable Performance Goals as described in Paragraph 1.4(a).

1.4Forfeiture.

(a)    If, during the Restricted Period, the Restricted Shares have not been forfeited under Paragraph 1.4(b) as of the end of the Performance Cycle (as defined in Paragraph 1.8(b)), Restricted Shares shall be forfeited, on a proportionate basis as determined by the Committee and as provided below, to extent the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is less than 100% of the performance of the Russell 2000 Index for the Performance Cycle; provided, however, that all of the Restricted Shares shall be forfeited if the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is not at least 35% of the performance of the Russell 2000 Index for the Performance Cycle. If the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle is at least 35% of the performance of the Russell 2000 Index for the Performance Cycle, a portion of the Restricted Shares shall be forfeited that is equal to (i) the aggregate number of Restricted Shares reduced by (ii) the quotient of the aggregate number of Restricted Shares multiplied by the TDY Stock Price-Russell 2000 Percentage (as defined in Paragraph 1.8(c)) (but not more than 100%) (any fractional share resulting from this clause (ii) calculation shall be rounded up to the next whole share). Except as provided in Paragraph 1.4(c), any Restricted Shares which are not forfeited under this Paragraph 1.4(a) shall continue to be subject to the restrictions set forth in Paragraph 1.2 for the remainder of the Restricted Period.

(b)    Subject to Section 6.02(e) of the Rules, if during the applicable Restricted Period (i) the Executive’s employment with the Company and its subsidiaries terminates for any reason except as otherwise provided in Paragraph 1.4(c), (ii) there occurs a material breach of this Agreement by the Executive or (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.5(b), all rights of the Executive to the Restricted Shares shall terminate immediately and be forfeited in their entirety.

(c)    If, during the Restricted Period, the Executive’s employment terminates due to his or her death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the retirement policy of the Company or its applicable subsidiaries prior to the expiration of the Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the Restricted Shares through the expiration of the Performance Cycle. At that time, the restrictions shall lapse with respect to a portion of the Restricted Shares equal to (i) the number of Restricted Shares that would not be subject to forfeiture under Paragraph 1.4(a) had the Executive remained employed by the Company through the end of the Performance Cycle multiplied by (ii) a fraction, the numerator of which is the number of full months during which the Executive was employed by the Company from the beginning of the Performance Cycle until the date of the Executive’s termination of employment and the denominator of which is the total number of months in the Performance Cycle (any fractional share resulting from this calculation shall be rounded up to the next whole share). Any remaining Restricted Shares shall be forfeited as of the end of the Performance Cycle. If all of the Restricted Shares would have been forfeited under Paragraph 1.4(a), then all of the Restricted Shares shall be forfeited under this Paragraph 1.4(c) as of the end of the Performance Cycle.

(d)    In the event of any forfeiture under this Paragraph 1.4, the certificate or certificates representing the forfeited Restricted Shares shall be cancelled to the extent of any Restricted Shares that were forfeited.

1.5Withholding.

(a)    The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Executive with respect to the Restricted Shares.

(b)    If the Executive timely files an election under Section 83(b) of the Internal Revenue Code and in accordance with Treasury Regulation Section 1.83-2 with respect to the Restricted Shares, the Executive shall meet the applicable tax withholding obligation by paying the appropriate amount in cash to the Company. If the Executive fails to meet this tax withholding obligation to the satisfaction of the Company on or before the date the Executive files his or her election under Section 83(b), all rights of the Executive to the Restricted Shares shall forthwith terminate and be forfeited in their entirety.

(c)    If the Executive does not file an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted Shares, the Executive shall meet the applicable tax withholding obligation by paying the appropriate amount in cash to the Company or, with the approval of the Committee, by either (i) having the Company retain a number of Restricted Shares having a Fair Market Value (as defined in the Plan) as of the date of such retention, or (ii) delivering to the Company a number of previously acquired shares of Common Stock (other than shares of Common Stock credited to the Executive’s account under a Company sponsored defined contribution plan or shares of Common Stock subject to outstanding, but unexercised stock options) having a Fair Market Value (as defined in the Plan) determined as of the business day preceding the date of delivery to the Company, equal to the amount of such withholding obligation. If the Executive fails to meet this tax withholding obligation to the satisfaction of the Company, the withholding obligation shall be met as described in clause (i) above.

(d)    The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of shares of Common Stock to satisfy tax withholding obligations as it deems necessary or appropriate to facilitate and promote the conformity of the Executive’s transactions under the Program with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if such Rule is applicable to transactions by the Executive.

1.6Change in Control. Notwithstanding any provision of this Agreement to the contrary, in the event of a Change in Control of the Company during the Restricted Period, all of the Restricted Shares (not otherwise forfeited prior to the Change in Control) shall vest and the applicable restrictions shall lapse immediately.

1.7Committee’s Discretion. Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion under Section 6.02(e) of the Rules to adjust the Performance Cycle or waive the Restricted Period or any other restrictions or conditions with respect to all or a portion of the Restricted Shares at any time.

1.8Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Program or the Plan, as the case may be. Except as expressly elsewhere in this Agreement, for purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

(a)    “Fair Market Value” for the purposes of Paragraph 1.8(e) of this Agreement means, on any date, the average of the high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for the New York Stock Exchange Listed Companies on such date or, if there were no sales on such date, on the last date preceding such date on which a sale was reported.

(b)    “Performance Cycle” shall specifically refer to the period commencing October 22, 2013 through December 31, 2015, including any adjustments to such Cycle made by the Committee.

(c)    “Performance Goals” shall refer to the goal of the Company’s aggregate return to shareholders, as measured by its Common Stock price, being equal to or exceeding the performance of the Russell 2000 Index during the Performance Cycle.

(d)    “Russell 2000 Index Performance” means the quotient of (i) the Russell 2000 Index at December 31, 2015 divided by (ii) the Russell 2000 Index at October 22, 2013.

(e)    “TDY Stock Price Performance” shall the quotient of (i) the Fair Market Value of a share of the Company’s Common Stock at December 31, 2015 is divided by (ii) the Fair Market Value of a share of the Company’s Common Stock at October 22, 2013.

(f)    “TDY Stock Price-Russell 2000 Index Percentage” shall mean the quotient of (i) the TDY Stock Price Performance divided by (ii) the Russell 2000 Index Performance.

2.REPRESENTATION OF THE EXECUTIVE

The Executive hereby represents to the Company that the Executive has read and fully understands the provisions of this Agreement and the Program and his or her decision to participate in the Program is completely voluntary.

3.NOTICES

All notices or communications under this Agreement shall be in writing, addressed as follows:

To the Company:

Teledyne Technologies Incorporated

1049 Camino Dos Rios

Thousand Oaks, CA 91360

Attention: Senior Vice President, General Counsel and Secretary

To the Executive:

5388 Baseline Avenue,

Santa Ynez, California 93460    

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight delivery service (receipt requested) or (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), and the actual date of receipt shall determine the time at which notice was given.

4. ASSIGNMENT; BINDING AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

5.ENTIRE AGREEMENT; AMENDMENT; TERMINATION

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The provisions of the Plan and the Rules are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan or the Rules, the provisions of the Plan or the Rules, as the case may be, shall control. The Agreement may be amended at any time by written agreement of the parties hereto; provided, however, that the Committee shall have the authority to amend this Agreement in any respect that it deems appropriate in its sole discretion.

6. GOVERNING LAW

This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws.

7. SEVERABILITY

If, for any reason, any provision of this Agreement is held to be prohibited or invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, but such provision shall be deemed amended to accomplish the objectives of such provision as originally written to the fullest extent permitted by law, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such

provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

8. NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS

This Agreement shall not confer upon the Executive any right with respect to continuance of employment by the Company or its subsidiaries or continuance of participation under the Program, nor shall it interfere in any way with the right of the Company and its subsidiaries to terminate the Executive’s employment at any time. Income realized by the Executive pursuant to this Agreement shall not be included in the determination of benefits under any benefit plan of the Company in which the Executive may be enrolled or for which the Executive may become eligible unless otherwise specifically determined by resolution of the Board. Participation in the Program during the Performance Cycle or Restricted Period shall not entitle the Executive to participate in the Program during any other Performance Cycle or Restricted Period.

9. NO STRICT CONSTRUCTION

No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Program, this Agreement or any rule or procedure established by the Committee.

10.USE OF THE WORD “EXECUTIVE”

Wherever the word “Executive” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Shares may be transferred by will or the laws of descent and distribution, the word “Executive” shall be deemed to include such person or persons.

11.FURTHER ASSURANCES

The Executive agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued as a dividend or distribution on Restricted Shares) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of this Agreement and the Program.

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

TELEDYNE TECHNOLOGIES INCORPORATED

By:	/s/ Charles Crocker
Name:	Charles Crocker
Title:	Chair, Personnel and Compensation Committee of the Board of Directors

EXECUTIVE

/s/ Robert Mehrabian

Robert Mehrabian

EX-99.1

Exhibit 99.1

1049 Camino Dos Rios

Thousand Oaks, CA 91360-2362

NEWSRELEASE    

TELEDYNE TECHNOLOGIES REPORTS

THIRD QUARTER RESULTS

THOUSAND OAKS, Calif. – October 24, 2013 – Teledyne Technologies Incorporated (NYSE:TDY)

• Sales of $571.6 million increased 4.4% compared to last year

• All-time record quarterly earnings per share from continuing operations of $1.23

• Third quarter 2013 includes pretax charges of $14.3 million primarily related to severance and facility consolidations, offset by net discrete tax benefits of $11.6 million

• Raising full year 2013 GAAP earnings outlook to $4.64 to $4.67 per share from $4.50 to $4.55

• Acquired assets of CETAC Technologies

Teledyne today reported third quarter 2013 sales of $571.6 million, compared with sales of $547.4 million for the third quarter of 2012, an increase of 4.4%. Net income attributable to Teledyne was $46.8 million ($1.23 per diluted share) for the third quarter of 2013, compared with $42.7 million ($1.14 per diluted share) for the third quarter of 2012, an increase of 9.6%.

“In the third quarter, our commercial industrial businesses collectively performed very well.  As an example, our instrumentation segment generated organic revenue growth of 12.7 percent,” said Robert Mehrabian, chairman, president and chief executive officer. “Also in the quarter, we undertook more aggressive actions to optimize our business portfolio and lower our expenses, further reducing our exposure to weak end markets and high cost locations.  Simultaneously, we continued to invest, both internally and through acquisition, in growing commercial markets.  In the past several weeks, we acquired two companies within our environmental and marine instrumentation businesses.  Given the ongoing transformation of our business portfolio, coupled with a substantially reduced cost structure, we believe we have positioned the company for continued success.”

The third quarter of 2013, reflected pretax charges totaling $14.3 million for severance and facility consolidation expense and environmental reserves. The charges were comprised of $5.3 million in severance related costs and $9.0 million in facility closure and relocation costs, which included $5.3 million of environmental reserves. The charges impacted each business segment as follows: Aerospace and Defense Electronics, $8.7 million; Engineered Systems, $2.7 million; Digital Imaging, $1.9 million; and Instrumentation, $1.0 million. The third quarter of 2013 also reflected net discrete tax benefits totaling $11.6 million. The tax benefits for the third quarter of 2013 are primarily due to the remeasurement of uncertain tax positions and expirations of the statute of limitations.

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Review of Operations (Comparisons are with the third quarter of 2012, unless noted otherwise.)

Instrumentation

The Instrumentation segment’s third quarter 2013 sales were $256.6 million, compared with $206.3 million, an increase of 24.4%. Third quarter 2013 operating profit was $39.9 million, compared with $31.8 million, an increase of 25.5%.

The third quarter 2013 sales increase primarily resulted from higher sales of both marine and electronic test and measurement instrumentation. The higher sales of $37.0 million for marine instrumentation reflected increased sales of marine acoustic sensors and systems, as well as interconnect systems used in offshore energy production, and also included a total of $14.8 million in incremental revenue from recent acquisitions including the March 2013 acquisition of RESON A/S (“RESON”). The higher sales of $11.7 million for electronic test and measurement instrumentation reflected a full quarter contribution from the August 2012 acquisition of LeCroy Corporation (“LeCroy”). Sales for environmental instrumentation increased $1.6 million and included $2.2 million in sales from the August 30, 2013 acquisition of assets of CETAC Technologies (“CETAC”). The increase in operating profit reflected the impact of higher sales, partially offset by $1.0 million in severance and facility consolidation expenses.

Digital Imaging

The Digital Imaging segment’s third quarter 2013 sales were $105.2 million, compared with $108.1 million, a decrease of 2.7%. Operating profit was $11.5 million for the third quarter of 2013, compared with $7.6 million, an increase of 51.3%.

The 2013 sales decrease primarily reflected lower sales of LIDAR systems and MEMS products, partially offset by increased sales of sensors and cameras for commercial machine vision and medical applications, and infrared sensors and cameras for commercial and scientific applications. Operating profit in 2013 primarily reflected favorable product mix differences, partially offset by $1.9 million in severance and related expenses.

Aerospace and Defense Electronics

The Aerospace and Defense Electronics segment’s third quarter 2013 sales were $143.1 million, compared with $151.7 million, a decrease of 5.7%. Operating profit was $9.3 million for the third quarter of 2013, compared with $22.2 million, a decrease of 58.1%.

The 2013 sales decrease reflected lower sales of $14.5 million from microwave and interconnect systems. The lower sales were partially offset by increased sales of $5.5 million from avionics products and electronic relays and $0.4 million of increased sales of electronic manufacturing services products. Operating profit in 2013 reflected the impact of lower sales, as well as $3.4 million for severance and facility consolidation costs associated with certain defense electronics businesses and a $5.3 million charge for estimated environmental liabilities.

Engineered Systems

The Engineered Systems segment’s third quarter 2013 sales were $66.7 million compared with $81.3 million, a decrease of 18.0%. Operating profit was $2.7 million for the third quarter 2013, compared with $8.3 million, a decrease of 67.5%.

The third quarter 2013 sales decrease reflected lower sales of engineered products and services of $16.5 million, partially offset by higher energy systems sales of $1.8 million and a slight increase in sales of turbine engines. The lower sales of engineered products and services primarily reflected decreased sales of manufacturing programs and missile defense engineering services. Operating profit in the third quarter of 2013 reflected the impact of lower sales and $2.7 million in severance and facility consolidation expenses, as well as $1.1 million in higher net pension expense.

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Additional Financial Information

Cash Flow

Cash provided by operating activities was $49.5 million for the third quarter of 2013, compared with $18.3 million. The higher cash provided by operating activities in the third quarter of 2013 primarily reflected the absence of any pension contributions in the third quarter of 2013. The third quarter of 2012 reflected a voluntary pretax $42.8 million cash contribution to the domestic pension plan. Free cash flow (cash provided by operating activities less capital expenditures) was $31.8 million for the third quarter of 2013, compared with $30.8 million and reflected higher cash provided by operating activities. At September 29, 2013, total debt was $643.1 million, which included $161.5 million drawn on the $750.0 million credit facility, $250.0 million in senior notes, $200.0 million in term loans, $17.4 million in other debt and $14.2 million in capital lease obligations. Cash and cash equivalents were $88.7 million at September 29, 2013. The company received $2.8 million from the exercise of employee stock options in the third quarter of 2013, compared with $2.8 million. Capital expenditures for the third quarter of 2013 were $17.7 million, compared with $15.3 million. Depreciation and amortization expense for the third quarter of 2013 was $23.1 million, compared with $21.5 million.

On August 30, 2013, a subsidiary of Teledyne acquired the assets of CETAC for $26.4 million. In the fourth quarter, a subsidiary of Teledyne acquired C.D. Limited for $22.5 million. These acquisitions were funded from borrowings under the credit facility and cash on hand.

Free Cash Flow(a)	Third Quarter
(in millions, brackets indicate use of funds)	2013			2012
Cash provided by operating activities	$	49.5		$	18.3
Capital expenditures for property, plant and equipment	(17.7		)	(15.3		)
Free cash flow	31.8			3.0
Pension contributions, net of tax (b)	—			27.8
Adjusted free cash flow	$	31.8		$	30.8
(a) The company defines free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures for property, plant and equipment. Adjusted free cash flow eliminates the impact of pension contributions on a net of tax basis. The company believes that this supplemental non-GAAP information is useful to assist management and the investment community in analyzing the company’s ability to generate cash flow, including the impact of voluntary and required pension contributions.
(b) The domestic pension cash contributions were voluntary.

Pension

Pension expense was $4.3 million for the third quarter of 2013 compared with $1.7 million. The increase in pension expense primarily reflected the impact of using a 4.4% discount rate to determine the benefit obligation for the domestic plan in 2013 compared with a 5.5% discount rate used in 2012. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards (“CAS”) was $3.6 million for the third quarter of 2013 compared with $3.1 million. Pension expense determined allowable under CAS can generally be recovered through the pricing of products and services sold to the U.S. Government.

Income Taxes

The effective tax rate for the third quarter of 2013 was 0.6% compared with 24.5%. The decrease primarily reflected $11.6 million in net tax benefits for discrete items in the third quarter of 2013. The third quarter of 2012 reflected $3.1 million in net tax benefits for discrete items due to the expiration of the statute of limitations. Excluding the net tax benefits in both periods, the effective tax rates would have been 25.2% for the third quarter of 2013 and 30.0% for the third quarter of 2012. The lower 2013 tax rate, excluding the net discrete tax benefits in both quarters, primarily reflected a change in the proportion of domestic and foreign income and increased federal tax credits for research and development.

Stock Option Compensation Expense

For the third quarter of 2013, the company recorded a total of $3.0 million in stock option expense, of which $2.0 million was recorded in the operating segment results and $1.0 million was recorded as corporate expense. For the third quarter of 2012, the company recorded a total of $2.3 million in stock option expense, of which $1.6 million was recorded in the operating segment results and $0.7 million was recorded as corporate expense.

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Other

Interest expense, net of interest income, was $5.1 million for the third quarter of 2013, compared with $4.5 million, and primarily reflected higher debt levels. Corporate expense was $10.4 million for the third quarter of 2013, compared with $9.6 million and reflected higher compensation and professional fees expense. Other income and expense was expense of $0.7 million for the third quarter of 2013, compared with income of $1.2 million.

Outlook

Based on its current outlook, the company’s management believes that fourth quarter 2013 earnings per diluted share will be in the range of approximately $1.21 to $1.24, inclusive of estimated pretax severance and facility consolidation costs of $3.7 million. The full year 2013 earnings per diluted share outlook is expected to be in the range of approximately $4.64 to $4.67, inclusive of estimated pretax severance and facility consolidation costs and environmental reserves during full year 2013 of $22.4 million. The company’s effective tax rate for 2013 is expected to be 28.3%, before discrete items.

Forward-Looking Statements Cautionary Notice

This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities, product sales, capital expenditures, pension matters, stock option compensation expense, interest expense, severance, facility consolidation and environmental remediation costs, taxes, and strategic plans. Forward-looking statements are generally accompanied by words such as “estimate”, “project”, “predict”, “believes” or “expect”, that convey the uncertainty of future events or outcomes. All statements made in this press release that are not historical in nature should be considered forward-looking.

Actual results could differ materially from these forward-looking statements. Many factors could change the anticipated results, including: disruptions in the global economy; changes in demand for products sold to the defense electronics, instrumentation, digital imaging, energy exploration and production, commercial aviation, semiconductor and communications markets; funding, continuation and award of government programs; and cuts to defense spending resulting from future deficit reduction measures, including potential automatic cuts to defense spending that have been triggered by the Budget Control Act of 2011. Increasing fuel costs could negatively affect the markets of our commercial aviation businesses. Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production, including with respect to hydraulic fracturing, could negatively affect the company’s businesses that supply the oil and gas industry. In addition, financial market fluctuations affect the value of the company’s pension assets.

Changes in the policies of U.S. and foreign governments could result, over time, in reductions and realignment in defense or other government spending and further changes in programs in which the company participates.

While the company’s growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain customers and achieve identified financial and operating synergies. There are additional risks associated with acquiring, owning and operating businesses internationally, including those arising from U.S. and foreign policy changes and exchange rate fluctuations.

4

While the company believes its internal and disclosure control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and may not be detected.

Readers are urged to read the company’s periodic reports filed with the Securities and Exchange Commission (“SEC”) for a more complete description of the company, its businesses, its strategies and the various risks that the company faces. Various risks are identified in Teledyne’s 2012 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The company assumes no duty to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise.

A live webcast of Teledyne’s third quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Thursday, October 24, 2013. To access the call, go to www.teledyne.com approximately ten minutes before the scheduled start time. A replay will also be available for one month starting at 12:00 p.m. (Eastern) on Thursday, October 24, 2013.

Investor Contact:	Jason VanWees
	(805) 373-4542
Media Contact:	Robyn McGowan
	(805) 373-4540

5

TELEDYNE TECHNOLOGIES INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THIRD QUARTER AND NINE MONTHS ENDED

SEPTEMBER 29, 2013 AND SEPTEMBER 30, 2012

(Unaudited, - in millions, except per share amounts)

	Third Quarter			Third Quarter			Nine Months			Nine Months
	2013			2012			2013			2012
Net sales	$	571.6		$	547.4		$	1,742.0		$	1,559.9
Costs and expenses:
Costs of sales	369.0			349.0			1,118.0			1,020.1
Selling, general and administrative expenses	149.6			138.1			447.2			364.3
Total costs and expenses	518.6			487.1			1,565.2			1,384.4
Income before other expense and income taxes	53.0			60.3			176.8			175.5
Other income/(expense), net	(0.7		)	1.2			(1.2		)	2.2
Interest and debt expense, net	(5.1		)	(4.5		)	(15.6		)	(12.6		)
Income before income taxes	47.2			57.0			160.0			165.1
Provision for income taxes	0.3			13.9			30.0			46.8
Net income	46.9			43.1			130.0			118.3
Noncontrolling interest	(0.1		)	(0.4		)	0.1			(0.4		)
Net income attributable to Teledyne	$	46.8		$	42.7		$	130.1		$	117.9
Diluted earnings per common share	$	1.23		$	1.14		$	3.42		$	3.16
Weighted average diluted common shares outstanding	38.1			37.4			38.0			37.3

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TELEDYNE TECHNOLOGIES INCORPORATED

SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT (a)

FOR THE THIRD QUARTER AND NINE MONTHS ENDED

SEPTEMBER 29, 2013 AND SEPTEMBER 30, 2012

(Unaudited, - in millions)

	Third Quarter			Third Quarter			% Change		Nine Months			Nine Months			% Change
	2013			2012					2013			2012
Net sales:
Instrumentation	$	256.6		$	206.3		24.4	%	$	747.0		$	561.1		33.1	%
Digital Imaging	105.2			108.1			(2.7	)%	311.9			313.2			(0.4	)%
Aerospace and Defense Electronics	143.1			151.7			(5.7	)%	475.7			453.5			4.9	%
Engineered Systems	66.7			81.3			(18.0	)%	207.4			232.1			(10.6	)%
Total net sales	$	571.6		$	547.4		4.4	%	$	1,742.0		$	1,559.9		11.7	%
Operating profit and other segment income:
Instrumentation	$	39.9		$	31.8		25.5	%	$	117.6		$	98.1		19.9	%
Digital Imaging	11.5			7.6			51.3	%	24.6			19.4			26.8	%
Aerospace and Defense Electronics	9.3			22.2			(58.1	)%	50.1			62.9			(20.3	)%
Engineered Systems	2.7			8.3			(67.5	)%	14.8			21.9			(32.4	)%
Segment operating profit and other segment income	63.4			69.9			(9.3	)%	207.1			202.3			2.4	%
Corporate expense	(10.4		)	(9.6		)	8.3	%	(30.3		)	(26.8		)	13.1	%
Other income/(expense), net	(0.7		)	1.2			*		(1.2		)	2.2			*
Interest and debt expense, net	(5.1		)	(4.5		)	13.3	%	(15.6		)	(12.6		)	23.8	%
Income before income taxes	47.2			57.0			(17.2	)%	160.0			165.1			(3.1	)%
Provision for income taxes	0.3			13.9			(97.8	)%	30.0			46.8			(35.9	)%
Net income	46.9			43.1			8.8	%	130.0			118.3			9.9	%
Noncontrolling interest	(0.1		)	(0.4		)	(75.0	)%	0.1			(0.4		)	*
Net income attributable to Teledyne	$	46.8		$	42.7		9.6	%	$	130.1		$	117.9		10.3	%

*     not meaningful

(a) Our previously reported 2012 fiscal year segment data has been restated to reflect a revised segment reporting structure adopted in the second quarter of 2013.

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TELEDYNE TECHNOLOGIES INCORPORATED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Current period unaudited – in millions)

	September 29, 2013		December 30, 2012
ASSETS
Cash and cash equivalents	$	88.7	$	45.8
Accounts receivable, net	368.9		350.3
Inventories, net	304.0		281.2
Deferred income taxes, net	30.1		39.8
Prepaid expenses and other assets	51.2		27.7
Total current assets	842.9		744.8
Property, plant and equipment, net	361.0		349.5
Goodwill and acquired intangible assets, net	1,304.2		1,255.9
Other assets, net	112.2		56.2
Total assets	$	2,620.3	$	2,406.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	159.7	$	148.6
Accrued liabilities	242.1		256.7
Current portion of long-term debt and capital leases	4.5		2.0
Total current liabilities	406.3		407.3
Long-term debt and capital lease obligations	638.6		556.2
Other long-term liabilities	215.8		239.5
Total liabilities	1,260.7		1,203.0
Total stockholders’ equity	1,359.6		1,203.4
Total liabilities and stockholders’ equity	$	2,620.3	$	2,406.4

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