1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the years ended December 31, 2000 and December 31, 1999
[ ] 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 _______________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: TELEDYNE 401(K) PLAN (NOW KNOWN AS THE 401(K)
PLAN)
B. Name of issuer of the securities held pursuant to the plan and the
address of its
principal executive office: TELEDYNE TECHNOLOGIES INCORPORATED
---------------------------------------------------
2049 Century Park East, Suite 1500
---------------------------------------------------
Los Angeles, California 90067-3101
---------------------------------------------------
2
Explanatory Note:
Effective November 29, 1999, Teledyne Technologies Incorporated was spun-off
from Allegheny Teledyne Incorporated (now known as Allegheny Technologies
Incorporated) into a free-standing public company. In connection with the
spin-off, the Teledyne 401(k) Plan was amended, effective November 29, 1999, to
operate as a "Multiple Employer Plan," comprised of the Allegheny Technologies
Incorporated Plan, the Teledyne Technologies Incorporated Plan and the Water Pik
Technologies, Inc. Plan. Effective April 1, 2000, Teledyne Technologies and
Water Pik Technologies each established its own 401(k) plan, and the Teledyne
401(k) Plan was amended on that date to operate as a "Single Employer Plan".
Approximately, $126 million in assets attributable to the employees of Teledyne
Technologies were transferred to the Teledyne Technologies Incorporated 401(k)
Plan, for which a separate Form 11-K is being filed by Teledyne Technologies to
cover the period from April 1, 2000 (inception date) to December 31, 2000.
3
THE 401(K) PLAN
(formerly the Teledyne 401(k) Plan)
Audited Financial Statements
Years ended December 31, 2000 and 1999 with Report of Independent Auditors
4
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Audited Financial Statements
Years ended December 31, 2000 and 1999
CONTENTS
Report of Independent Auditors .............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits ............................2
Statements of Changes in Net Assets Available for Benefits..................3
Notes to Financial Statements ..............................................4
Supplemental Schedule
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).............13
5
Report of Independent Auditors
Teledyne Technologies Incorporated
We have audited the accompanying statements of net assets available for benefits
of The 401(k) Plan (formerly the Teledyne 401(k) Plan) as of December 31, 2000
and 1999, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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, 2000 and 1999, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held at end of
year as of December 31, 2000 is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in our audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Ernst & Young LLP
June 1, 2001
1
6
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Statements of Net Assets Available for Benefits
(000s Omitted)
DECEMBER 31
2000 1999
------------------------------------
Investments at fair value:
Interest in Allegheny Ludlum Corporation Master Trusts $ 62,961 $ --
Interest in common collective investment funds 31,017 23,023
Interest in registered investment companies 25,290 30,408
Corporate common stock 7,012 --
Participant notes receivable 4,437 7,794
Interest in common custom funds -- 221,532
------------------------------------
Total investments 130,717 282,757
Contributions receivable -- 1,215
Cash overdraft (33) --
Other receivables 33 --
Other liabilities (41) (229)
------------------------------------
Net assets available for benefits $130,676 $283,743
====================================
See accompanying notes.
2
7
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Statements of Changes in Net Assets Available for Benefits
(000s Omitted)
YEAR ENDED DECEMBER 31
2000 1999
-------------------------------
Additions:
Contributions:
Employer $ 4,398 $ 7,123
Employee 14,559 30,317
Interest and dividend income 1,291 2,882
Net (depreciation) appreciation in fair value of investments (8,356) 26,193
-----------------------------
Total additions 11,892 66,515
Deductions:
Transfers out of (in to) Plan 138,785 (6,298)
Distributions to participants 26,120 33,887
Other, net 54 (461)
-----------------------------
Total deductions 164,959 27,128
-----------------------------
Net (deductions) additions (153,067) 39,387
Net assets available for benefits at beginning of year 283,743 244,356
-----------------------------
Net assets available for benefits at end of year $ 130,676 $283,743
=============================
See accompanying notes.
3
8
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements
December 31, 2000
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements of The 401(k) Plan ("the Plan") have been
prepared on an accrual basis. Effective April 1, 2000, the Plan changed its name
to The 401(k) Plan.
VALUATION OF INVESTMENTS
The common collective funds are stated at their unit values established for each
fund at each valuation date, which fluctuate with the value of the assets in the
fund. Effective October 1, 2000, units of the Allegheny Technologies
Incorporated ("Allegheny Technologies"), Teledyne Technologies Incorporated
("Teledyne Technologies") and Water Pik Technologies, Inc. ("Water Pik
Technologies") stock funds were deunitized, enabling the funds to hold actual
common shares of the respective companies. All other funds of the Plan are
stated at their net asset value, based on the quoted market prices of the
securities held in such funds on applicable exchanges.
ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain financial information for the year ended December 31, 1999 has been
reclassified to conform with the financial statement presentation for the year
ended December 31, 2000. These reclassifications did not impact total net assets
available for benefits.
4
9
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan available to employees of eligible
Allegheny Technologies subsidiaries and divisions ("companies"). The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974. Allegheny Ludlum Corporation is a wholly-owned subsidiary of Allegheny
Technologies Incorporated.
Participants can defer between 1% and 15%, subject to Internal Revenue Code
limitations, of their eligible wages and contribute them to the Plan. Qualifying
employee contributions are partially matched by Allegheny Technologies up to a
maximum of $1,000 annually for each participant.
Separate accounts are maintained by the Plan Sponsor for each participating
employee. Trustee fees and asset management fees charged for the administration
of all funds are charged against net assets available for benefits of the
respective fund. Certain other expenses of administering the Plan are paid by
the Plan Sponsor.
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 three loans outstanding at any given time.
Interest rates are determined based on commercially accepted criteria, and
payment schedules vary based on the type of the loan and payment frequency to
the employer. Loans may be prepaid in full or in part at any time. The
participant may choose the loan repayment period which should not exceed five
years, except primary residence loans, which can be repaid over periods up to
180 months. Payments are generally made by payroll deductions.
In the event that the Plan is partially or completely terminated, or the Plan
Sponsor permanently discontinues making contributions, all amounts credited to
the accounts of affected participants become fully vested and nonforfeitable.
5
10
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Effective November 29, 1999, Allegheny Teledyne Incorporated's name was changed
to Allegheny Technologies Incorporated. Also, the Aerospace and Electronics and
Consumer segments of Allegheny Teledyne were spun off into two new freestanding
public companies--Teledyne Technologies Incorporated and Water Pik Technologies,
Inc. As a result of this spin-off, changes were made to the Allegheny Teledyne
Incorporated Stock Fund within The 401(k) Plan. The name of the stock fund was
changed from the Allegheny Teledyne Incorporated Stock Fund to the Allegheny
Technologies Incorporated Stock Fund. In addition, stockholders of the Allegheny
Technologies Incorporated Stock Fund became stockholders of Teledyne
Technologies and Water Pik Technologies. The Plan includes two new common stock
funds--the Teledyne Technologies Incorporated Stock Fund and the Water Pik
Technologies, Inc. Stock Fund. Participants in The 401(k) Plan may continue to
hold interests in the Teledyne Technologies and Water Pik Technologies stock
funds until December 31, 2002, at which time these two stock funds will be
terminated and the assets transferred to one of the other plan investment
options. Additionally, no new purchases of Teledyne Technologies and Water Pik
Technologies are permitted as of April 1, 2001.
The Plan was amended effective November 29, 1999 to operate as a "Multiple
Employer Plan," comprised of the Allegheny Technologies Incorporated Plan, the
Teledyne Technologies Incorporated Plan and the Water Pik Technologies, Inc.
Plan.
Effective April 1, 2000, Teledyne Technologies and Water Pik Technologies each
established their own 401(k) plans. The Plan was amended on that date to
operate as a "Single Employer Plan". Approximately $138.8 million in assets
attributable to the employees of Teledyne Technologies and Water Pik
Technologies were transferred to each respective 401(k) plan.
The two new companies are responsible for their own recordkeeping and plan
administration. Different investment opportunities for the three company stock
funds are available to plan participants based upon which company employed the
participant after the spin-off.
On January 1, 1999, the salaried employees of Oregon Metallurgical Corporation
became eligible to participate in the Plan. As a result of the plan merger,
during 1999, approximately $6.3 million in net assets were transferred to the
Plan.
Effective October 1, 2000, the Plan changed its trustee from Merrill Lynch
Retirement Services to Dreyfus Retirement Services.
6
11
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Further information about the Plan, including eligibility, vesting,
contributions, and withdrawals, is contained in the Summary Plan Description.
Copies of this Summary Plan Description are available from the Allegheny
Technologies Personnel and Compensation Committee.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets (000s omitted).
DECEMBER 31
2000 1999
----------------------
Dreyfus LifeStyle Growth & Income Fund $20,858 $ --
Dreyfus LifeStyle Growth Fund 8,458 --
Allegheny Technologies Disciplined Stock Fund 51,301 --
Fixed Income Master Trust 11,498 --
Prudential Jennison Growth Fund, Class A shares 11,429 --
Income Accumulation Fund -- 23,023
Pioneer Growth Fund -- 30,408
S&P 500 Stock Fund -- 130,527
LifePath 2020 Fund -- 33,305
7
12
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
As of December 31, 2000, the Plan is a participant in the Fixed Income Master
Trust, the Alliance Equity Master Trust and the Allegheny Technologies
Disciplined Stock Fund Master Trust. The Plan's participating interests in these
master trusts as of December 31, 2000 were as follows:
Allegheny Technologies Disciplined Stock Fund Master Trust 56.23%
Fixed Income Master Trust 7.96
Alliance Equity Master Trust 0.32
The composition of the net assets of the Fixed Income Master Trust at December
31, 2000 was as follows:
Registered investment companies:
Merrill Lynch Income Accumulation Fund $ 6,258,870
-----------------
6,258,870
Guaranteed investment contracts:
Business Mens Assurance Company of America 2,498,807
Canada Life 4,136,118
Combined Life Insurance Company 4,668,459
GE Life and Annuity 5,163,549
Hartford Life Insurance Company 5,641,680
John Hancock Life Insurance Company 11,001,797
Monumental Life Insurance Company 1,867,053
New York Life Insurance Company 3,136,760
Ohio National Life 4,576,017
Pacific Mutual Life Insurance Company 6,200,078
Peoples Security Life Insurance Company 6,096,623
Protective Life Insurance Company 2,012,650
Pruco Pace Credit Enhanced 7,691,842
Safeco Life Insurance 2,998,449
Security Life of Denver 5,131,606
Southland Life Insurance Company -
Sun America, Inc. 2,998,064
Transamerica Occidental -
United of Omaha 5,137,380
-----------------
80,956,932
8
13
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 8,950,177
Peoples Security Life Insurance Company 3,040,578
Transamerica Occidental 14,066,106
Union Bank of Switzerland 5,967,640
Westdeutsche Landesbank Girozentrale 15,715,408
-----------------
47,739,909
Temporary short-term investments 8,087,097
Receivables 1,191,139
Other 231,457
-----------------
Total net assets $144,465,404
=================
The composition of net assets of the Alliance Equity Master Trust at December
31, 2000 was as follows:
Investment in registered investment companies:
Alliance Equity Fund S.A. #4 (6,616.411 shares) $51,215,520
Cash overdraft (19,387)
Operating payables (31,413)
-------------
Total net assets $51,164,720
=============
The composition of net assets of the Allegheny Technologies Disciplined Stock
Fund Master Trust at December 31, 2000 was as follows:
Corporate common stock $89,911,418
Short-Term Investment Fund 1,415,662
Receivables 62,651
Operating payables (147,875)
--------------
Total net assets $91,241,856
==============
9
14
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The composition of the changes in net assets of the various master trusts was as
follows:
FIXED INCOME ALLIANCE EQUITY ATI COMMON STOCK
MASTER TRUST MASTER TRUST MASTER TRUST
-------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2000
-------------------------------------------------------------
Investment income (loss):
Interest income $ 7,954,724 $ -- $ --
Realized (loss) on sale of investments -- -- (3,135,099)
Unrealized depreciation in fair value of
investments -- -- (70,493)
Dividends -- -- 525,069
Net gain (loss), registered investment companies 108,612 (9,783,261) --
Net gain, common collective trusts 404,170 -- 17,831
Other income 468 -- (708)
Administrative expenses (185,368) (218,831) (8,451)
Transfers 1,647,278 2,172,578 (17,568,539)
-------------------------------------------------------------
Net increase (decrease) 9,929,884 (7,829,514) (20,240,390)
Total net assets at beginning of year 134,535,520 58,994,234 20,240,390
-------------------------------------------------------------
Total net assets at end of year $144,465,404 $51,164,720 $ --
=============================================================
10
15
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
ALLEGHENY TELEDYNE WATER PIK
TECHNOLOGIES TECHNOLOGIES TECHNOLOGIES, INC.
DISCIPLINED STOCK INCORPORATED COMMON COMMON STOCK
FUND MASTER TRUST STOCK MASTER TRUST MASTER TRUST
------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2000
------------------------------------------------------------------
Investment income (loss):
Realized (loss) gain on sale of investments $ (3,170,594) $ 3,932,735 $ (31,941)
Unrealized depreciation in fair value of
investments (5,302,024) (2,024) (1,265)
Dividends 525,391 -- --
Net gain, common collective trusts 138,084 2,171 409
Other loss -- (1,379) (233)
Administrative expenses (414,238) 133 41
Transfers 54,049,508 (6,320,601) (815,045)
----------------------------------------------------------
Net increase (decrease) 45,826,127 (2,388,965) (848,034)
Total net assets at beginning of year 45,415,729 2,388,965 848,034
----------------------------------------------------------
Total net assets at end of year $ 91,241,856 $ -- $ --
==========================================================
The investment contracts underlying the Fixed Income Master Trust have fully
benefit-responsive features. The average yield for 2000 for the Fixed Income
Master Trust was 6.56%. Credited interest rates on the contracts ranged from
5.13% to 8.05% for 2000, and are determined at contract inception.
Interest, realized and unrealized gains and losses, and management fees from the
master trusts are included in the net gain (loss) from interest in Allegheny
Ludlum Corporation Master Trusts on the statements of changes in net assets
available for benefits.
11
16
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
(IRS) dated December 2, 1997, 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. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan was amended
subsequent to the IRS determination letter. The plan administrator believes that
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.
5. PARTIES-IN-INTEREST
Certain plan investments are shares of mutual funds managed by Dreyfus
Retirement Services. Dreyfus Retirement Services is the trustee as defined by
the Plan and, therefore, these transactions qualify as party-in-interest.
Trustee and investment fees paid during 2000 were based upon customary and
reasonable rates for such services. Trustee and investment fees paid during 1999
to Merrill Lynch were also based upon customary and reasonable rates for such
services.
In conjunction with the spin-offs of the Aerospace and Electronics and Consumer
segments of Allegheny Teledyne into two new freestanding companies on November
29, 1999 (see Note 2), the Plan as a holder of shares of common stock prior to
the spin-off received shares of the two new freestanding companies.
Additionally, a reverse stock split occurred on the spin-off date (see Note 2).
12
17
The 401(k) Plan
(formerly the Teledyne 401(k) Plan)
EIN 95-2282626 Plan 098
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2000
(000s Omitted)
Except for unit/share information
INVESTMENT DESCRIPTION UNITS/SHARES CURRENT VALUE
------------------------------------------------------------------------------------------------------------------------
Interest in common collective investment funds:
Dreyfus LifeStyle Growth & Income Fund* 1,213,691.465 $20,858
Dreyfus LifeStyle Growth Fund* 429,296.653 8,458
Dreyfus LifeStyle Income Fund* 113,691.730 1,657
Short-term investment* 43,750.350 44
--------------
$31,017
==============
Interest in registered investment companies:
Dreyfus Bond Market Index Fund* 480,539.130 $ 4,743
Dreyfus Emerging Leaders Fund* 10,434.120 413
Dreyfus Growth & Value International Fund* 229,411.310 3,703
MAS Mid Cap Growth Fund, Institutional Shares 201,214.967 4,988
Dreyfus 100% U.S. Treasury Money Market Fund 14,025.480 14
Prudential Jennison Growth Fund, Class A Shares 636,342.285 11,429
--------------
$25,290
==============
Interest in Allegheny Ludlum Corporation Master Trusts:
Allegheny Technologies Disciplined Stock Fund 1,204,835.268 $51,301
Alliance Capital Growth Stock Fund 10,971.730 162
Allegheny Ludlum Corporation GIC master trust 862,918.877 11,498
--------------
$62,961
==============
Interest in corporate common stocks:
Allegheny Technologies Incorporated common stock* 334,360.000 $ 5,308
Teledyne Technologies Incorporated common stock * 65,198.000 1,540
Water Pik Technologies, Inc. common stock* 23,339.000 164
--------------
$ 7,012
==============
Participant loans* $ 4,437
==============
* Party-in-interest
13
18
The 401(k) Plan
(Formerly Teledyne 401(k) Plan)
ITEM 4 Financial Statements and Exhibits
(a) Financial Statements
Financial statements and supplemental schedule prepared in
accordance with the financial reporting requirements of
ERISA filed hereunder are listed on page 3 hereof in the
Contents, in lieu of the requirements of Items 1 to 3
above.
(b) Exhibits:
23 Consent of Independent Auditors
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrative Committee that administers the Plan has duly caused this
Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 29, 2001
TELEDYNE 401(K) PLAN
By: /s/ ROBYN E. CHOI
-------------------------------
Robyn E. Choi, Vice President
Administration, for and on
behalf of Teledyne Technologies
Incorporated, an employer under
the Plan from November 29, 1999
to April 1, 2000.