Ladies and gentlemen, thank you for standing by. Welcome to the Teledyne Fourth Quarter Earnings Teleconference Call. At this time all telephone lines are in a listen-only mode. Later, there will be an opportunity to for questions and answers when instructions given at that time. [Operator Instructions]. And as a reminder, today’s conference call is being recorded. I would now like to turn the conference call over to your host, Jason VanWees. Please go ahead.

Good morning, everyone. This is Jason VanWees, Senior Vice President, Strategy and M&A at Teledyne. And I’d like to welcome everyone to Teledyne’s fourth quarter and full year 2015 earnings release conference call. We released our earnings earlier this morning before the market opened. Joining me today are Teledyne’s Chairman, President and CEO, Robert Mehrabian; COO, Al Pichelli; Senior Vice President and CFO Sue Main; and Senior Vice President, General Counsel and Secretary Melanie Cibik. After remarks by Robert and Sue, we will ask for your questions. However, before we get started, our attorneys have reminded me to tell you that all forward-looking statements made this morning are subject to various assumptions, risks and caveats as noted in this earnings release and our periodic SEC filings, and of course actual results may differ materially. In order to avoid potential selective disclosures, this call is simultaneously being webcast and a replay both via webcast and dial in will be available for approximately one month. Here is Robert.

Thank you, Jason and good morning everyone. We ended 2015 with our strongest quarter of the year. Sales and earnings per share were significantly higher than the preceding quarters. In fact, earnings in the fourth quarter of 2015 were nearly a record, just under last year’s record results. Year-over-year revenue declined on an especially difficult comparison. However, given past R&D investments and the resulting new products as well as improving aerospace and defense markets, we achieved sequential quarterly improvement in revenue throughout 2015 in both our digital imaging and aerospace and defense electronics segments. In addition, GAAP, and I emphasize GAAP, operating margin increased sequentially throughout 2015. And on a full year basis, despite the lower revenue and an increase in pension expense coupled with greater severance charges, we were able to maintain operating margin. Before commenting further on our results and segment financials, I want to provide some additional perspectives on our Company. First, our balanced business portfolio is not dependent on any single product or market. For example, while a weak offshore energy market is impacting our marine instrumentation product, this end market only represents approximately 15% of total sales. On the other hand, our defense business, which represents over 25% of total sales, contributed to the growth of our aerospace and defense electronics and engineered systems segments in the fourth quarter. In addition, given our content on U.S. submarine programs as well as growth of our autonomous underwater vehicles, our U.S. government business also mitigated declines from oil and gas products. Second, Teledyne knows how to manage change. It’s part of our culture, our DNA. As a reminder, U.S. government budget cuts or sequestration and a corresponding shrinking defense business resulted in over $100 million of lost annual sales between 2012 and 2015. From the outset, we…

Thank you, Robert. And good morning everyone. I will first discuss some additional financials for the quarter not covered by Robert and then I will discuss our first quarter and full year 2016 outlook. In the fourth quarter, cash flow from operating activities was $61 million compared with cash flow of $85.6 million for the same period of 2014. The lower cash provided by operating activities in the fourth quarter of 2015, primarily reflected lower net income and higher income tax payments and then a reduction in accounts payables near year-end. Free cash flow that is cash from operating activities less capital expenditures was $45.6 million in the fourth quarter of 2015 compared with $71.8 million in 2014. Capital expenditures were $15.4 million in the fourth quarter compared to $13.8 million for the same period of 2014. Depreciation and amortization expense was $22.4 million in the fourth quarter compared to $24.2 million for the same period of 2014. We ended the quarter with $696.9 million of net debt, that is $782 million of debt and capital leases less cash of $85.1 million for a net debt to capital ratio of 34.1%. In the fourth quarter 2015, we amended the $750 million credit facility to extend the maturity to December 2020. Also in the fourth quarter, we issued $125 million of senior unsecured notes. The notes consisted of $25 million at 2.81% due in November 2020 and $100 million at 3.28% due in November 2022. On January 26, 2016, Teledyne’s board of directors authorized a stock repurchase program for up to an additional 3 million shares of Teledyne common stock. Turning to pension and stock compensation expense, in the fourth quarter of 2015 gross GAAP pension expense was $1.1 million compared with gross pension income of $0.3 million in the same period of 2014. For your reference, our pension, which is primarily for legacy retirees remains fully funded as of year-end 2015. Stock compensation expense was $2.5 million in the fourth quarter of 2015 compared with $3.9 million in the fourth quarter of 2014. In 2015, in an effort to reduce cost, we granted no stock options but we will do so in 2016. Finally, turning to our outlook, management currently believes that GAAP earnings per share in the first quarter of 2016 will be in the range of $1 to $1.10 per share. We expect our full year 2016 earnings per share outlook to be $5.05 to $5.15. The 2016 full year effective tax rate excluding any discrete items is expected to be 28.8%. I do want to emphasize a few items regarding our current 2016 outlook compared to 2015. The 2015 results benefited from significant discrete tax items and a lower tax rate of 28.1%. Collectively, these tax items generated approximately $0.32 per share of headwind for 2016 compared to 2015. I will now pass the call back to Robert.

Thank you, Sue. We would like to now take your questions. Alan, if you are ready to proceed with questions and answers, please go ahead.

Absolutely. [Operator Instructions] Our first question will come from the line of Jim Ricchiuti with Needham & Company. Go ahead.

Robert, I wonder if you could comment -- you touched on some additional cautiousness not only in the offshore energy market, which I think is understandable, but you also alluded to potentially some weakening in other parts of the commercial business. I assume some of that may be the electronic test and measurement business, but I wonder if you could elaborate a little bit more on what you’re seeing in some of the other commercial businesses.

I think Jim, generally, what I can say is that like almost all other companies in our businesses, we are not really forecasting weakening. We are just being cautious because there isn’t a day that passes by that you don’t read about the various economies across the world, in China as an example, weakening and the dollar getting stronger. I just feel that we have to be cautious at this time till we start marching through the various quarters in 2016.

Is it -- you may or may not be in a position to talk about the businesses, but is there any color that you might be able to give us as to how we might think about growth in some of the businesses over the course of the year? It sounds like you feel a little bit more comfortable with some of the government related business, certainly on the aerospace and defense side, and I guess engineered systems has also picked up nicely.

Jim, I can give you at least what our present outlook is for the different segments. We believe primarily because of the declines in the offshore energy market in which we play, we have significant position in, even though it’s only a small fraction of the overall business, we think there are going to still be further declines. We’ll make some of that up with our businesses, in energy businesses, marine businesses that are with the government. But overall, I think if you look at our -- broadly at our instrumentation segment, which has revenues of a little over $1 billion this year, I think it would be prudent for us to think that would go down overall, maybe 5% next year. I think if you look at the digital imaging and aerospace and defense, which also makes up approximately another $1 billion, I think we expect that it’ll go up in revenue about 5%, so kind of offsetting what’s going to happen in the instrumentation. And then lastly, in energy engineered systems, I think it’s going to be a -- year-over-year we’re going to be relatively flat. So, I think we look forward to ‘16 as I’ve described it but I think in ‘17, and I hate to go that far out, but in ‘17 we do have some programs that have potential for significant growth, especially in engineered systems, like the shallow water combat vehicle and our multiuser platform on the international space stations. Those will really start taking off by early 2017. So, we think engineered systems may not grow next year but the year after it’s going to do very well. I hope that helps you.

It helps. Aerospace and defense, is that may be mid single-digit growth; is that the way just given your bookings?

Yes, I think about 5% is appropriate.

We’ll move next to the line of Michael Ciarmoli with KeyBanc Capital Markets. Go ahead, please.

Just before we get to the 2016, Robert, just in the fourth quarter on margins, can you just explain what was going on in the aerospace and defense? I mean the margins were down sequentially, even though you guys seemingly had a little bit higher volume. Was that a mix issue or just trying to understand why the margins declined from 3Q to 4Q.

We had some estimates of completion that we took down because we thought again it would be prudent to do so. We also saw a little weakness in our business in electronic manufacturing services, which is a very low margin business but we took some charges there. But overall, I think there is nothing very significant other than those.

And then just going back to what Jim was asking, I guess on the digital imaging, even for the full year, it sounds like it’s going to be more back end loaded. You guys usually have more back end loaded years. But 5% growth on digital imaging, what kind of line of sight do you guys have now; and maybe what are you even seeing with the current January trends in that specific business, to give you that confidence?

I think the 5% that I noted was about digital imaging and aerospace and defense combined.

Combined, okay.

Yes. I hate to say one would be exactly 5% but I think combined it’s about 5%, Jim. On digital imaging, there are really three pieces to it. There is one piece that shouldn’t even be counted in terms of earnings because it’s our research lab. We don’t -- we have outside sponsored research as well as Teledyne sponsored research there. So, what happens is that while we have about $40 million in revenue, there is no profit in it because whatever we get, we plough it back in, plus a whole bunch from our own sale. So, in a way when we look at digital imaging from inside out, we exclude scientific research lab. Then the second half is our government imaging business, the infrared high-end imaging businesses, which generally are lumpy because we get very large programs, both national space classified programs as well as instrumentation programs, space based and ground based. But in general, I think we look at that as a stable, not a big growth business, fairly flat. It’s been down this year versus last year but the third component which is our digital imaging DALSA up in Canada, there we’re making some real progress. We’ve got some new management. We have -- the bigger market there is the midrange cameras and we have a lot of products there. We have smart camera software, and that’s where our x-ray business is too. And x-rays, our life sciences business is doing really well. And then finally we do have a lidar business which is laser-based range finding business. We just really took all of that on recently and we’ve changed management and we expect that to also improve. So with all of this, I think 2016 we think while it may be slow growth, we think it’d be okay. We think longer term, between all of that and our infrared businesses, that’s a great business for us.

And then just the last one, I guess two housekeeping ones. On 2016, is there any buyback factored into the earnings outlook you’ve given?

No.

And then what about pension for next year?

Pension actually I think this year is going to be -- while the discount rate is up, the rate of return I think will be down because of you see what’s happening to the market. So, I think it’s going to be relatively flat.

And we’ll next go to the line of Howard Rubel with Jefferies. Please go ahead.

A couple of things, Robert. First, could you talk -- you always tend to think in long term, so where are you spending a little bit of your R&D dollars and how is that aligning with the customer? I mean I can see -- just throw this open a little bit, I can see the Department of Defense thinking a lot more about marine and naval opportunities than it has and also about long-range strike than it has, and you’ve got a couple of capabilities there. So, could you elaborate on that please?

First, while I do think long-term, I also worry about quarters, as you well know. But having said that, there is really -- there are in the marine space, let me start there, we spend money on products that -- next generation products including connectors that will take very high powered, high pressure environments. We also get -- surprisingly we get $15 million of investment in our marine R&D from our customers, even today. We also are worried about -- not worried, we’re trying to be prepare ourselves for replacements for the Ohio class submarines, and because we have such a strong position there. Actually in one business which is our ODI business, I mean our DGO business, we had about I’m going to say $15 million decrease in our oil and gas business. We made it all up and then some with our connectors that go through the hull of submarines. So, we make investments there. Additionally one area that we are kind of working on pretty hard is position navigation and time products for the future, in the long-term. We do have chip-scale atomic clock, small atomic clock, which we’ve invested heavily and we’ve got it go into production this year. We won’t make money at it this year but I know we’ll make money at it next year. We have a MEMS gyro that we’ve developed here that’s now in our MEMS factory in Canada. And we are going to manufacture that. And so, I think the whole position navigation time arena is an area we invest in. We are also investing in new products in our T&M businesses, test and measurement, especially in electric motor drives or a nuclear valve test and a lot of money also going into our new products for DALSA imaging. We also have, as you may know this very well, we do have sole source positions for data acquisitions, so systems on the Boeing aircraft for the next dozen years. And we are spending quite a bit of money to make sure that we both meet their expectations and hold our sole source position in that market. So all-in-all, we spend about $170 million of our money. We get another $100 million externally for R&D. Let’s say together, over $250 million a year which is maybe $270 million, which is 12% of our revenue. So, I think you’re right. We are spending a lot of money but it’s spent because we expect new products in the future.

And then so, I won’t let you off on the quarterly comments. Marine actually was a little bit better than we would have thought and it looks -- when we look around though, the bottom hasn’t been reached yet. Can you provide a little bit of context about how you are thinking about planning and what your customers are doing or how you are thinking about surpluses of inventory, and so how it will work itself out?

Now, you’ve touched on an area that keeps us up at night. Our customers are obviously suffering, especially the offshore market, as well as the onshore fracking is down significantly. If you looked at 2015, the oil and gas part of our marine businesses, which is not all the marine, all the marine is about $600 million. The oil and gas part of it was about $340 million, $350 million. We think that’s going to go down significantly. And we’re planning on it to go down maybe as much as $100 million, next year -- this year. And we think the reason for that is very simple that -- you know all the reasons, oil price, everything. But having said that, we also have businesses in the oil and gas that are onshore. Here’s what I think will happen. I don’t know when the oil prices will turn but turn, they will. If you look at the history, the oscillations in oil prices, they are almost as low as they’re now in 2008, 2009 timeframe. They will turn. When it does what I think will happen, some of the stuff, especially on land where we have a significant presence, it will go very fast because getting those rigs started doesn’t have a big energy barrier, and I know people in the industry that expect that. So, we’re preparing ourselves for that and we are also increasing our R&D effort in not just Christmas trees but manifolds, underwater manifolds where we think we not only have a great market share but we will gain market share. So, what we’re doing is we’re anticipating short-term significant declines. We’ll pick some of that up with our government businesses. So, on the average the marine business will be down but not as much as oil and gas. But maybe the $50 million that I mentioned in the whole instruments will come from there. But I think in the long-term, when it does come back, we’re going to be positioned really well.

And will go now to line of Steve Levenson with Stifel. Please go ahead.

Thanks, good morning everybody. In terms of consolidation in your instrumentation business, is that at all like aerospace where you need customer approval or is it something you can pretty much do as you see fit?

Fortunately, Steve it’s something we can do ourselves. What we’ve done is if you take the marine businesses we have 24 businesses in marine. We had 2,500 employees in marine when we started the year. We have already taken 350 folks off which is about 14%, I believe. Additionally, we’ve taken people out of other areas because total -- all-in-all we’ve taken -- we have had to let about 655 people go. But in marine, it’s taken a big chunk of it. Second, we took the 24 businesses and consolidated them in the person management and one development, one sales and marketing team. And we have taken a lot of money out of this dispersed leadership. We’ve taken a lot of supply chain out, SG&A out, and we’re consolidating facilities all over the world, both in the U.S. as well as overseas. When we come out of this, we’ll come out of it much stronger, much tighter, and much more efficient. And I think we’ll be fine. We don’t need anybody’s permission to do anything in this domain. And we also are investing as I said before, not only in submarine and other things in the marine domain but we are also investing in autonomous underwater vehicles. So all-in-all, our biggest consolidation in instrumentation is in the marine area.

In terms of concerns over global economic conditions, are you seeing more M&A opportunities come out or are the prices any more favorable? And if your liquidity position, I would guess you could be aggressive if that was the case.

Absolutely, we can be aggressive. Yes. It’s interesting, some of the smaller public companies, reality has not yet sank in. Some of them, their stocks are down 50%, 60%, 70% and they’re still thinking they should have multiples of 30 or 40 when their multiples right now are about 25 or so with hardly any earnings. So reality, it takes a little time but I think eventually it will set in. And when it does, we’ll acquire companies there. On the private companies, we have better luck there because these are entrepreneurs that want to sell their companies to someone that’s not going to gut them, they are not going to change the name, they are going to keep their people, and we’ve done very well there. In that area, I think we’ll make some acquisitions.. We have some in the pipeline right now. But we have to be very careful not to overpay, especially where our stock is today. If you look at our stock today, Steve, we’re trading at about 9, 9.2, 9.3 times EBITDA. If we make an acquisition at 9.2, 9.3, then it would be slightly accretive and be somewhat accretive initially, primarily because -- our experience is we take about 25% to 30% in intangible amortization, but if we improve the bottom line 50% as we’ve done with DALSA in Canada, then it becomes really accretive. It can be as much as $0.12, $0.13, $0.14 accretive. So, we have to be very careful about that. If we buy a company that’s got with it 13 to 14 multiple EBITDA, then we need to increase the profitability 100% just to break even. So that’s our dilemma.

Last one, also on marine instrumentation. Is there a market for replacement here that you think will pick up? I know on some of the other calls, I’ve heard something similar to what you said that when energy turns around it will be abrupt.

I believe so, especially on the land based systems. In the deep ocean systems what we have is longer term contracts. Some of them are going to go on even under the present condition because commitments have been made, and you can’t just stop -- you can’t stop progress when you’ve got $10 billion committed and you have already started the work. But there are other areas, especially in the exploration area. For example, there are only two players in the world that make airguns. Airguns are what generates the acoustic wave that goes to the ocean floor and comes back; we won. We bought that company Bolt and we have our facilities in this country. The only other competitor is a company in France. So, when that comes back, it’s going to be between the two of us and I expect we’ll make a lot of money at it. That’s an example.

We will now go to the line of George Godfrey with CLK. Go ahead please.

I wanted to ask about the repurchase program and the authorization for 3 million shares. You said there’s no share buyback planned in the ‘16 guidance. What timeframe do you envision starting that buyback for the number of years you plan to complete it?

George, let me -- Sue might be able to help me here but let me just say, I think we have to weigh buybacks with acquisitions. The fact is right now we are -- we have capacity to between what we generate in cash this year, let’s say $200 million to $250 million, plus the line of credit that we have and we really want to stay below debt to EBITDA ratio of 2.5. We might go a little higher temporarily but we always like to put it in that domain at the high and. That’s the high end. Right now we’re closer to 2.1. So having said that our first preference is acquisitions. We think that we’ll buy some shares back in 2016. If you ask me how many shares, I can’t tell you right now but we will buy some shares. That’s why we got the authorization. But we’ll weigh the share buyback with the acquisitions. The kind of attraction, kind of a funny way of describing it of buying back shares is that it’s accretive and it’s accretive right away. But you’ve got to be prudent about that and balance that against acquisitions, which will not only grow their top line but will contribute additional EBITDA to improve your debt to EBITDA ratio. So the long answer is we’ll buy back some shares, I don’t know how much. We certainly -- last year we bought a lot of shares back. I think we bought about $250 million, $240 million worth of shares. I don’t think we’ll go that far right now but we might buy back, I don’t know, $50 million.

And if I could just follow-up on, you talked about the M&A activity or acquisition pipeline and in recent years it’s really focused on the instrumentation side of your business within the four segments. Do you see, going after other areas in the acquisition activities going ‘16 and ‘17 or one particular area or across the board?

I think we might buy some software stuff in the marine domain. I don’t think we’ll invest in oil and gas for a while. We may invest in our test and measurement. That business, while it’s down a little bit year-over-year, its the margins, since we bought LeCroy, as an example, the margins have improved almost 250 basis points and it’s contributing about 20% EBITDA to us -- to our bottom line. So I like that area as one. Another area would be in digital imaging, especially life sciences-related area. And the last area that I’d mentioned that we are attracted to is the whole area of environmental instrumentation. We were very aggressive in that area in the early 2000s and then prices got totally out of line. So, we kind of had to get on the sideline for a while. I think things are coming back more to normalcy there. That area is also attractive to us.

Just one last one, CapEx this year $47 million, $43.5 million a year ago; $50 million a reasonable estimate for CapEx in 2016?

I’ll let Sue address that.

We’re tracking around $50 million to $60 million.

50 to 60? Okay. Thank you.

[Operator Instructions] Will go now to the line of Chris Quilty with Raymond James. Go ahead, please.

I had a question on pricing, but not M&A but on product pricing and competitive discounts that you might be seeing. How is the pricing environment holding up across each of the different business segments?

When we sell things in China, we used to have to take a lot of discount, especially in environmental instrumentation. Interestingly, now that has stabilized. I was just going to start by saying the instrumentation is taking a lot of price hit. But right now that has stabilized because the Chinese environmental quality, air quality laws have been tightened so much that they need really high end instruments, and we don’t have to really compete with locally produced instruments. In the test and measurement, there is always price pressure, especially in our oscilloscope business. In A&D, I don’t think we have much price competition. We actually are doing really well especially in our aerospace and as well as our government programs. I would say in oil and gas, we’re taking some hits in our prices but I think overall I’d say we’re neutral.

So, the pricing environment has remained stable throughout 2015 and you expect it to remain stable in terms of the trend line in ‘16?

Yes, other than just FX that -- you never know what’s going to happen to the dollars. And if that starts going down that will help us; if it starts going up again that will hurt us. But other than that, I think it’s fairly neutral.

The FX was actually my next question, which is -- can you just remind us which areas have the most exposure to FX movements?

Yes, I can do that. I think the highest exposure is in our instruments and the estimated impact to our revenues were about 3% last year in ‘15. Digital imaging would be next I’d say about 1%. In aerospace and defense much less, maybe 0.3%, and in engineered systems nil. So overall, last year I’d say our revenues suffered 1.5% because of FX, the most being in instruments followed by digital imaging.

And you had those memorized, right?

I have everything handed to me by my good friend, Jason. But I do have them memorized too.

Great, thanks.

You bet, Chris.

We have no further questions in queue from the telephone lines. Please proceed.

Thank you, Alan. I will now ask Jason to conclude our conference call.

Thanks, Robert. And thanks everyone for joining us this morning. And of course, if you have follow up questions, please call me at the number listed on the earnings release, and of course all our earnings releases and the web replay are available on our website. Alan, if you could conclude the call and provide the dial in number? Thank you.