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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED, EFFECTIVE OCTOBER 7, 1996] |
For the fiscal year ended December 31, 2006
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED] |
For the transition period from to
Commission file number 1-15295
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below:
TELEDYNE TECHNOLOGIES INCORPORATED 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
TELEDYNE TECHNOLOGIES INCORPORATED
1049 Camino Dos Rios
Thousand Oaks, California 91360-2362
F i n a n c i a l S t a t e m e n t s
a n d S u p p l e m e n t a l S c h e d u l e
Teledyne Technologies Incorporated 401(k) Plan
Year
Ended December 31, 2006
Teledyne Technologies Incorporated 401(k) Plan
Financial Statements
and Supplemental Schedule
Year Ended December 31, 2006
Contents
Report of Independent Registered Public Accounting Firm
Teledyne Technologies Incorporated
as Plan Administrator of the Teledyne Technologies Incorporated 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Teledyne
Technologies Incorporated 401(k) Plan as of December 31, 2006 and 2005, and the related statement
of changes in net assets available for benefits for the year ended December 31, 2006. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its net assets available for benefits for the year ended December 31, 2006, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2006, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to audit procedures applied in our audits of the financial statements
and, in our opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Los Angeles, California
June 18, 2007
1
Teledyne Technologies Incorporated 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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(In Thousands) |
Assets |
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Cash |
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$ |
55 |
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$ |
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Investments, at fair value |
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314,628 |
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264,742 |
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Participant contributions receivable |
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3 |
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480 |
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Company contributions receivable |
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2 |
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84 |
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Accrued investment income |
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4 |
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Total assets |
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314,692 |
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265,306 |
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Net assets available for benefits |
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$ |
314,692 |
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$ |
265,306 |
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See accompanying notes.
2
Teledyne Technologies Incorporated 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
(In Thousands)
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Additions: |
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Contributions: |
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Employee |
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$ |
25,344 |
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Employer |
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5,039 |
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Rollover |
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5,534 |
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Total contributions |
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35,917 |
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Interest and dividend income |
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12,204 |
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Net appreciation in fair value of investments |
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21,461 |
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Total additions |
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69,582 |
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Deductions: |
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Distributions to participants |
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20,171 |
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Administrative and other expenses |
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25 |
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Total deductions |
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20,196 |
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Net increase |
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49,386 |
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Net assets available for benefits: |
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Beginning of year |
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265,306 |
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End of year |
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$ |
314,692 |
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See accompanying notes.
3
Teledyne Technologies Incorporated 401(k) Plan
Notes to Financial Statements
December 31, 2006
1. Description of the Plan
General
The Teledyne Technologies Incorporated 401(k) Plan (the Plan) is a defined contribution plan
available to eligible U.S. domestic employees of Teledyne Technologies Incorporated (Plan Sponsor)
and certain subsidiaries (Teledyne or the Company). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan was adopted and
effective on April 1, 2000. In March 2005, the Plan was amended to provide for a mandatory cashout
of terminated participants accounts under the Plan if the value of the participants accounts is
$1,000 or less. In April 2005, the Plan was amended to memorialize the vesting provisions of the
Plan. In June 2005, the Plan was amended to correct a scriveners error in the eligibility
provisions. In March 2007, the Plan was amended to reflect the collective bargaining agreement
reached between Teledyne Continental Motors, Turbine Engines, and United Automobile Aerospace and
Agricultural Implement Workers of America, UAW and Local 12 as of December 21, 2006, effective as
of the effective date of that collective bargaining agreement, that is, November 9, 2006. For a
more complete description of the Plans provisions, please refer to the Plan document.
Contributions
Participants can defer between 1% and 50% (highly compensated employees between 1% and 15%),
subject to Internal Revenue Code limitations, of their eligible wages and contribute them to the
Plan. Employees become eligible for Company matching contributions following 90 days of service or
unless expressly provided by the terms of an acquisition/sales agreement. The Company will match
50% of qualifying employee contributions up to a maximum of $1,000 annually for each participant.
Employees who are not eligible to accrue a benefit under the Teledyne Technologies Incorporated
Pension Plan, are not subject to the $1,000 maximum matching contribution cap, and instead will
have maximum matching contributions of 50% of the first 6% of qualifying employee contributions,
provided that total matching contributions do not exceed 3% of the compensation for any plan year.
Employees hired after February 1, 1993, who are members of Local 12 of the United Automobile
Aerospace and Agricultural Implement Workers of America and have completed their respective
probation periods under the collective bargaining agreement will receive a $250 Company
contribution in addition to a Company match of 50% of qualifying employee contributions up to a
maximum of $250 annually for each participant.
4
Teledyne Technologies Incorporated 401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Participant Accounts
Separate accounts are maintained by the recordkeeper for each participating employee. Asset
management fees charged for the administration of all funds are charged against net assets
available for benefits of the respective fund.
Vesting
Participants who are eligible to accrue a benefit under the Teledyne Technologies Incorporated
Pension Plan are 100% vested in their 401(k) Plan contributions, Company matching contributions and
all earnings thereon. Participants who are not eligible to accrue a benefit under the Teledyne
Technologies Incorporated Pension Plan will at all times have a 100% vested interest in his or her
accounts, except for the Company Match Account and all earnings thereon which follows a five-year
vesting schedule.
Participant Loans
Active employees can borrow up to 50% of their vested account balances. The loan amounts are
further limited to a minimum of $500 and a maximum of $50,000, and an employee can have no more
than one loan outstanding at any given time. Interest rates are determined based on commercially
accepted criteria, and payment schedules vary based on the type of loan. Loans may be paid in full
or in part at any time. Loans are repayable over periods of up to five years (15 years for loans to
purchase the participants primary residence). Payments are generally made through payroll
deductions.
Plan Termination
In the event that the Plan is terminated, or the Plan Sponsor permanently discontinues making
contributions, all amounts credited to the accounts of affected participants will be distributed to
participants as defined in the Plan document under the provisions of ERISA.
Withdrawals and Distributions
The Plan allows for participants to make withdrawals from the Plan upon reaching age 591/2.
Additionally, the value of participants contributions and the value of all Company matching
contributions are payable to participants upon death, disability, retirement or upon termination of
5
Teledyne Technologies Incorporated 401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
employment with the Company. At the participants election, payment may be made in cash, as a
single lump sum, or in installments. In addition, employees who rolled their funds over as a result
of the Reynolds Industries, Incorporated acquisition and have at least 20 years of service may make
a withdrawal of their pre-tax Company matching contributions and all earnings thereon.
Administrative Expenses
The Company pays administrative expenses, which include recordkeeping and trustee fees as well as
expenses incurred in administering the Plan. Participants pay loan origination and servicing fees.
2. Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on an accrual basis.
Valuation of Investments
Mutual funds are stated at their unit values established for each fund by the fund manager, at each
valuation date, which fluctuate with the value of the assets in each fund. Units of the Teledyne
Technologies Incorporated Stock Fund and assets of the Fidelity Brokerage Link Account are valued
principally on the basis of quoted market values. Participant loans are stated at their
outstanding balance which approximates fair value. Investment securities are exposed to various
risks such as interest rate, market and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in the near term could
materially affect participants account balances and the amounts reported in the financial
statements.
6
Teledyne Technologies Incorporated 401(k) Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Estimates
The preparation of financial
statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.
3. Investments
Plan participants can invest their contributions and any Company matching contributions in any or
all of the investment programs managed by the Plans trustee. The Plans investments are held by
Fidelity Management Trust Company (Fidelity), the trustee. One of the investment options offered
through Fidelity is the Fidelity Brokerage Link Account, which enables a participant to invest in
individual common stocks, preferred stocks, mutual funds, corporate bonds, Fidelity funds, and
short-term investments as stipulated in the Plan document. The Company does not guarantee any rates
of return or investment results.
The following presents investments that represent 5% or more of the Plans net assets at December
31, 2006 and 2005 (in thousands):
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2006 |
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2005 |
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Fidelity Fund |
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$ |
55,088 |
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$ |
50,526 |
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Fidelity Growth Company Fund |
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26,020 |
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23,575 |
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Fidelity Value Fund |
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19,653 |
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16,131 |
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Fidelity Diversified International Fund |
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22,510 |
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14,529 |
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Fidelity Freedom 2020 Fund |
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27,845 |
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24,214 |
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Fidelity Retirement Money Market Portfolio |
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30,604 |
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25,452 |
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Fidelity U.S. Bond Index Fund |
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18,058 |
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18,238 |
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7
Teledyne Technologies Incorporated 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
During 2006, the Plans investments (including investments purchased, sold, and held during the
period) appreciated in fair value as follows (in thousands):
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Mutual funds |
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$ |
18,138 |
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Common stock |
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3,323 |
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$ |
21,461 |
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4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated December
23, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the
Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination
by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The plan administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code, and therefore, believes that
the Plan is qualified and the related trust is tax exempt. The plan administrator will take all
steps necessary, if any, to maintain the qualified status of the Plan.
5. Parties-in-Interest
During 2006 and 2005, the Plan invested in mutual funds managed by Fidelity. Trustee and investment
fees paid by the Plan Sponsor during 2006 and 2005 were $11,671 and $10,000, respectively.
One of the investment options available to participants is the Teledyne Technologies Incorporated
Stock Fund that included 358,915 and 377,183 shares of Teledyne Technologies Incorporated common
stock at December 31, 2006 and 2005, respectively.
6. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500 (in thousands):
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Beginning of year net assets available for benefits per the Form 5500 |
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$ |
265,309 |
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Less: Other receivable |
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3 |
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Beginning of year net assets available for benefits per the financial
statements |
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$ |
265,306 |
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8
Teledyne Technologies Incorporated 401(k) Plan
EIN: 25-1843385 Plan Number: 002
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)
December 31, 2006
(In Thousands, except for unit/share information)
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Description of Investment |
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Including Maturity Date, Rate |
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Identity of Issue, Borrower, |
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of Interest, Collateral, Par, |
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Lessor or Similar Party |
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or Maturity Value |
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Current Value |
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Fidelity* |
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Fidelity Fund |
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$ |
55,088 |
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Fidelity* |
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Growth Company Fund |
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26,020 |
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Fidelity* |
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Value Fund |
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19,653 |
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Fidelity* |
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Capital Appreciation Fund |
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12,097 |
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Fidelity* |
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Diversified International Fund |
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22,510 |
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Fidelity* |
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Mid-Cap Stock Fund |
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14,488 |
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Fidelity* |
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Large Cap Stock Fund |
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8,104 |
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Fidelity* |
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Freedom Income Fund |
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2,095 |
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Fidelity* |
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Freedom 2000 Fund |
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691 |
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Fidelity* |
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Freedom 2010 Fund |
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10,836 |
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Fidelity* |
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Freedom 2020 Fund |
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27,845 |
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Fidelity* |
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Freedom 2030 Fund |
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14,032 |
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Fidelity* |
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Freedom 2040 Fund |
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2,029 |
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Fidelity* |
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Freedom 2005 Fund |
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7 |
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Fidelity* |
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Freedom 2015 Fund |
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1,205 |
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Fidelity* |
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Freedom 2025 Fund |
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718 |
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Fidelity* |
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Freedom 2035 Fund |
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305 |
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Fidelity* |
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Retirement Money Market Portfolio |
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30,604 |
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Fidelity* |
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U.S. Bond Index Fund |
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18,058 |
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Fidelity* |
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Brokerage Link |
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4,631 |
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Morgan Stanley Institutional |
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Small Company Growth Fund |
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2,689 |
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Wells Fargo Advantage |
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Small Cap Value Fund |
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12,773 |
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Van Kampen |
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Growth & Income A Fund |
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5,615 |
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Spartan* |
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U.S. Equity Index |
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3,281 |
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Teledyne Technologies Incorporated* |
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Common stock, 358,915 shares |
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12,481 |
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Participant loans* |
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With interest rates ranging from |
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4.0% to 11% and maturity |
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dates through 2021 |
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6,773 |
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$ |
314,628 |
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* |
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Party-in-interest as defined by ERISA |
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrative
Committee that administers the Plan has duly caused this Annual Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 26, 2007
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TELEDYNE TECHNOLOGIES INCORPORATED 401(K) PLAN
Plan Administrative Committee
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By: |
/s/ Robyn E. McGowan
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Member |
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