Pre-acquisition    Transaction        Purchase
Name and Description (1)(2)                     Date Acquired      Primary Location     Sales Volume         Type           Price (3)
                                                                                                                          ( in millions)
Fiscal Year 2008
                                              December 31, 2007     San Diego, CA       $16.8 million        Asset          $        35.0
Impulse Enterprise ("Impulse")                                                         for its fiscal
Manufactures underwater electrical                                                       year ended
interconnection systems for harsh                                                       December 31,
environments.                                                                               2006

Storm Products Co. ("Storm")                  December 31, 2007       Dallas, TX        $45.7 million        Stock                   47.7
Supplies custom, high-reliability bulk                              Woodridge, IL      for its fiscal
wire and cable assemblies to a number of                                                 year ended
markets, including energy exploration,                                                 March 31, 2007
environmental monitoring and industrial
equipment. Also provides coax microwave
cable and interconnect products primarily
to defense customers for radar, electronic
warfare and communications applications.

SG Brown Limited and its wholly owned         January 31, 2008     Watford, United      £12.0 million        Stock                   54.8
subsidiary TSS International Limited                                   Kingdom         for its fiscal
("TSS")                                                                                  year ended
Designs and manufactures inertial sensing,                                             March 31, 2007
gyrocompass navigation and subsea pipe and
cable detection systems for offshore
energy, oceanographic and military marine
markets.

Judson Technologies, LLC ("Judson")           February 1, 2008     Montgomeryville,     $13.8 million        Asset                   27.0
Manufactures high performance infrared                                    PA           for its fiscal
detectors utilizing a wide variety of                                                    year ended
materials such as Mercury Cadmium                                                       December 31,
Telluride (HgCdTe), Indium Antimonide                                                       2006
(InSb), and Indium Gallium Arsenide
(InGaAs), as well as tactical dewar and
cooler assemblies and other specialized
standard products for military, space,
industrial and scientific applications.

                                                July 7, 2008        East Falmouth,      $12.2 million        Asset                   24.3
Webb Research Corp. ("Webb")                                              MA           for its fiscal
Manufacturer of autonomous underwater                                                    year ended
gliding vehicles and autonomous profiling                                               December 31,
drifters and floats.                                                                        2007

Defense business of Filtronic PLC              August 15, 2008     Shipley, United      £14.5 million        Stock                   24.1
("Filtronic")                                                          Kingdom         for its fiscal
Provides customized microwave                                                          year ended May
subassemblies and integrated subsystems to                                                31, 2008
the global defense industry.

Cormon Limited and Cormon Technology          October 16, 2008     Lancing, United      £6.8 million         Stock                   20.6 (4)
Limited ("Cormon")                                                     Kingdom         for its fiscal
Designs and manufactures subsea and                                                      year ended
surface sand and corrosion sensors, as                                                 March 31, 2008
well as flow integrity monitoring systems,
used in oil and gas production systems.

Odom Hydrographic Systems, Inc. ("Odom")      December 19, 2008    Baton Rouge, LA      $10.9 million        Stock                    7.0 (5)
Designs and manufactures hydrographic                                                  for its fiscal
survey instrumentation used in port                                                      year ended
survey, dredging, offshore energy and                                                   September 30,
other applications.                                                                         2008

Demo Systems LLC ("Demo")                     December 24, 2008      Moorpark, CA       $7.3 million         Asset                    5.3
Designs and manufactures aircraft data                                                 for its fiscal
loading equipment, flight line maintenance                                               year ended
terminals, and data distribution software                                               December 31,
used by commercial airlines, the U.S.                                                       2007
military and aircraft manufacturers.

(1) Each of the acquisitions is part of the Electronics and Communications segment.

(2) We increased our ownership interest in Aerosance, Inc. to 100% for $0.2 million in the first quarter of 2008. We purchased a 3.4% ownership in ODI for $5.9 million in the first quarter of 2009.

(3) The purchase price represents the contractual consideration for the acquired business, net of cash acquired, including adjustments for certain paid acquisition transactions costs.

(4) Reflects a purchase price adjustment of $0.3 million in the first quarter of 2009 based on the final closing date net working capital.

(5) The final purchase price is subject to adjustment based on the final closing date net working capital of the acquired business.

Results of Operations
First quarter of 2009 compared with the first quarter of 2008 Teledyne Technologies' first quarter 2009 sales were $440.3 million, compared with sales of $451.8 million for the same period of 2008, a decrease of 2.5%. Net income attributable to common stockholders for the first quarter of 2009 was $20.8 million ($0.57 per diluted share) compared with net income attributable to common stockholders of $27.9 million ($0.77 per diluted share) for the first quarter of 2008, a decrease of 25.4%. The decrease in sales for the 2009 period, compared with the same 2008 period, reflected the impact of the general economic downturn, partially offset by revenue from acquisitions.
The first quarter of 2009, compared with the same period in 2008, reflected lower sales in the Aerospace Engines and Components and Energy and Power Systems segments, partially offset by higher sales in the Electronics and Communications and Engineered Systems segment. The higher sales in the Electronics and Communications segment included revenue from strategic acquisitions made in 2008. Incremental revenue in the first quarter of 2009 from businesses acquired in 2008 was $16.3 million.
The decrease in earnings for the first quarter of 2009, compared with the same period of 2008, reflected lower operating profit in each operating segment except the Engineered Systems segment. The decrease in earnings reflected the impact of lower sales as well as higher pension costs. The incremental operating loss in the first quarter of 2009 from businesses acquired in 2008, was $0.5 million and reflected the impact of intangible asset amortization and the timing of research and development expenditures.
The first quarter of 2009 included pension expense, in accordance with the pension requirements of Statement of Financial Accounting Standards ("SFAS") No. 87 and No. 158 of $5.6 million, compared with pension expense of $2.3 million in the first quarter of 2008. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards ("CAS") was $3.1 million in the first quarter of 2009, compared with pension expense of $2.3 million in the first quarter of 2008.
For the first quarter of 2009 and 2008, we recorded a total of $1.6 million and $1.9 million, respectively, in stock option compensation expense. The lower 2009 amount reflects the decision to eliminate, for 2009, the annual employee stock option grant that has generally been made in the first quarter of each year. Cost of sales in total dollars was lower in the first quarter of 2009, compared with the first quarter of 2008, primarily due to lower sales, partially offset by the impact from acquisitions made in 2008. Cost of sales as a percentage of sales for the first quarter of 2009 increased to 71.3% from 69.8% for the first quarter of 2008 and reflected the impact of lower sales while pension expense increased and certain fixed costs remained flat.
Selling, general and administrative expenses, including research and development and bid and proposal expense, in total dollars were higher in the first quarter of 2009, compared with the first quarter of 2008 and reflected the impact from acquisitions made in 2008. Selling, general and administrative expenses for the first quarter of 2009, as a percentage of sales, increased to 20.7%, compared with 19.7% in the first quarter of 2008 and reflected the impact of intangible asset amortization for the acquisitions made in 2008.
Interest expense, net of interest income, was $1.1 million in the first quarter of 2009, compared with $3.0 million for the first quarter of 2008. The decrease in net interest expense reflected the impact of lower average interest rates, partially offset by higher outstanding debt levels.
The Company's effective tax rate for the first quarter of 2009 was 39.3% compared with 35.1% for the first quarter of 2008. The effective tax rate for the first quarter of 2009 reflected additional income tax expense of $0.3 million primarily related to the impact of California income tax law changes. Excluding this item, the Company's effective tax rate for the first quarter of 2009 would have been 38.3%. The effective tax rate for the first quarter of 2008 reflected the impact of a research and development income tax refund of $1.3 million for the 2007 tax year. Excluding this item, the Company's effective tax rate for the first quarter of 2008 would have been 37.9%. Noncontrolling interest in subsidiaries' earnings reflects the minority ownership interest in ODI and Teledyne Energy Systems, Inc.

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

                                                            First                First
                                                        Quarter 2009         Quarter 2008          % Change
Net sales:
Electronics and Communications                          $       310.0        $       301.3               2.9 %
Engineered Systems                                               88.8                 83.5               6.3 %
Aerospace Engines and Components                                 26.0                 46.5             (44.1 )%
Energy and Power Systems                                         15.5                 20.5             (24.4 )%

Total net sales                                         $       440.3        $       451.8              (2.5 )%


Operating profit and other segment income:
Electronics and Communications                          $        38.3        $        40.3              (5.0 )%
Engineered Systems                                                8.1                  8.1                 * %
Aerospace Engines and Components                                 (4.3 )                4.6                 * %
Energy and Power Systems                                            -                  2.2                 * %

Segment operating profit (loss) and other segment
income:                                                 $        42.1        $        55.2             (23.7 )%
Corporate expense                                                (6.8 )               (7.5 )            (9.3 )%
Other income (expense), net                                       0.4                 (0.2 )               * %
Interest expense, net                                            (1.1 )               (3.0 )           (63.3 )%

Income before income taxes                                       34.6                 44.5             (22.2 )%
Provision for income taxes (a)                                   13.6                 15.6             (12.8 )%

Net income                                                       21.0                 28.9             (27.3 )%
Less Noncontrolling interest in subsidiaries'
earnings                                                         (0.2 )               (1.0 )           (80.0 )%

Net income attributable to common stockholders          $        20.8        $        27.9             (25.4 )%

(a) The first quarter of 2009 includes additional income tax expense of $0.3 million related to the impact of California income tax law changes. The first quarter of 2008 includes income tax credits of $1.3 million.

* percentage change not meaningful

Electronics and Communications
First quarter of 2009 compared with the first quarter of 2008 Our Electronics and Communications segment's first quarter 2009 sales were $310.0 million, compared with $301.3 million for the first quarter of 2008, an increase of 2.9%. First quarter 2009 operating profit was $38.3 million, compared with operating profit of $40.3 million for the first quarter of 2008, a decrease of 5.0%.
The first quarter 2009 sales improvement resulted from revenue growth in electronic instruments and defense electronics, partially offset by lower sales of other commercial electronics. The revenue growth in electronic instruments was driven by organic sales growth and acquisitions made in 2008. Organic sales growth in electronic instruments primarily reflected increased sales of geophysical sensors for the energy exploration market partially offset by lower sales of electronic instruments for the environmental monitoring and industrial markets. The revenue growth in defense electronics was primarily driven by acquisitions made in 2008. Lower sales of other commercial electronics reflected reduced sales of avionics, medical manufacturing services and other electronic components. The increase in segment revenue in the first quarter of 2009 from acquisitions made in 2008 was $16.3 million. The incremental operating loss in the first quarter of 2009 from businesses acquired in 2008, was $0.5 million and reflected the impact of intangible asset amortization and the timing of research and development expenditures. Operating profit included pension expense under SFAS No. 87 and No. 158, of $2.4 million in the first quarter of 2009, compared with $0.8 million in the first quarter of 2008. Pension expense allocated to contracts pursuant to CAS was $0.6 million in the first quarter of 2009, compared with $0.4 million in the first quarter of 2008. Total year sales of marine instruments, which serve the offshore exploration market, are expected to decline in 2009, especially in the second half of 2009, compared with total year 2008.

Engineered Systems
First quarter of 2009 compared with the first quarter of 2008 Our Engineered Systems segment's first quarter 2009 sales were $88.8 million, compared with $83.5 million for the first quarter of 2008, an increase of 6.3%. Operating profit was $8.1 million for both the first quarter of 2009 and the first quarter of 2008.
The first quarter 2009 sales improvement primarily reflected revenue growth in certain manufacturing programs including gas centrifuge service modules for nuclear power applications. Operating profit in the first quarter of 2009 reflected the impact of higher revenue, which was offset by higher pension expense. Operating profit included pension expense under SFAS No. 87 and No. 158, of $2.7 million in the first quarter of 2009, compared with $1.2 million in the first quarter of 2008. Pension expense allocated to contracts pursuant to CAS was $2.4 million in the first quarter of 2009, compared with $1.8 million in the first quarter of 2008. Aerospace Engines and Components
First quarter of 2009 compared with the first quarter of 2008 Our Aerospace Engines and Components segment's first quarter 2009 sales were $26.0 million, compared with $46.5 million for the first quarter of 2008, a decrease of 44.1%. The first quarter 2009 operating loss was $4.3 million, compared with operating profit of $4.6 million for the first quarter of 2008. Sales were lower in all end markets, including OEM piston engines and aftermarket engines and spare parts, due to lower demand in the general aviation market associated with the general economic downturn. The operating loss for the first quarter of 2009 primarily reflected the impact of significantly reduced sales. Total year sales for the Aerospace Engines and Components segment are expected to decline in 2009, compared with 2008. Energy and Power Systems
First quarter of 2009 compared with the first quarter of 2008 Our Energy and Power Systems segment's first quarter 2009 sales were $15.5 million, compared with $20.5 million for the first quarter of 2008, a decrease of 24.4%. The first quarter 2009 operating results were break even, compared with operating profit of $2.2 million for the first quarter of 2008. First quarter 2009 sales reflected lower commercial hydrogen generators sales, as well as lower sales in the turbine engine business. Operating results reflected the impact of lower sales and lower margins in the hydrogen generator and turbine engine businesses.
Financial Condition, Liquidity and Capital Resources Our net cash used by operating activities was $7.6 million for the first three months of 2009, compared with net cash provided of $22.6 million for the same period of 2008. The lower cash provided by operating activities in 2009 was primarily due to higher pension contributions of $77.8 million, partially offset by an income tax refund of $30.9 million.
Our net cash used by investing activities was $18.7 million for the first three months of 2009, compared with cash used by investing activities of $174.9 million for the first three months of 2008. The 2009 amount included $5.9 million paid for the purchase of ODI shares and a $0.3 million receipt for a purchase price adjustment . The 2008 amount included $166.2 million for the purchase of businesses, net of cash acquired.
On August 16, 2006, Teledyne Technologies through its subsidiary, Teledyne Instruments, Inc., acquired an initial majority interest in ODI for approximately $30 million in cash. Pursuant to agreements in connection with our acquisition of a majority interest in ODI, the ODI minority stockholders have the contractual option to sell their shares to Teledyne Instruments following the end of each quarter through the quarter ended March 31, 2009, at a formula-determined price based principally on ODI's earnings before interest, taxes, depreciation and amortization (EBITDA) for the twelve months preceding each applicable quarter end. Ownership purchases in ODI were as follows, including the initial purchase: 2006 - 60.9% for $35.8 million, 2007 - 0.9% for $0.9 million, 2008 - 24.1% for $38.5 million and 2009 - 3.4% for $5.9 million. All shares not sold to Teledyne Instruments following the quarter ended March 31, 2009, are required to be purchased by Teledyne Instruments following the quarter ended June 30, 2009, at a same formula-determined price, at which time Teledyne Instruments will own all of the ODI shares held by the stockholders. Based on the formula-determined purchase price as of the quarter ended

March 29, 2009, the aggregate amount of funds required to purchase all the shares held by the remaining minority ODI stockholders would be approximately $18.3 million and is recorded at fair value of $18.3 million and is included as part of redeemable noncontrolling interest on the balance sheet. However, the actual aggregate amount of funds that we will spend to purchase the shares held by minority stockholders through June 30, 2009, could be higher or lower than this amount, as that amount will depend on when individual stockholders elect to exercise their put options and on the financial performance of ODI. Teledyne Technologies has guaranteed the payment obligation of its subsidiary, Teledyne Instruments. The balance of redeemable noncontrolling interest at March 29, 2009, includes the $18.3 million obligation and a noncontrolling interest in ODI of $3.3 million.
Teledyne Technologies funded the acquisitions made in the first quarter of 2008 and the purchase of ODI shares in 2009 and in 2008 primarily from borrowings under its credit facility and cash on hand.
Capital expenditures for the first three months of 2009 and 2008 were $13.1 million and $8.7 million, respectively.
Teledyne Technologies' goodwill was $498.8 million at March 29, 2009 and $502.5 million at December 28, 2008. The decrease in the balance of goodwill in 2009 primarily resulted from foreign currency changes. Teledyne Technologies' net acquired intangible assets were $111.3 million at March 29, 2009 and $117.0 million at December 28, 2008. The change in the balance of acquired intangible assets in 2009 resulted from the amortization of acquired intangible assets and from foreign currency changes. The Company is in the process of specifically identifying the amount to be assigned to intangible assets, as well as certain assets and liabilities for the Webb, Filtronic, Cormon, Odom and Demo acquisitions made in 2008. The Company made preliminary estimates as of March 29, 2009, since there was insufficient time between the acquisition dates and the end of the period to finalize the valuations. There were no significant adjustments to the estimated amounts during the first quarter of 2009. Cash used by financing activities for the first three months of 2009 included net borrowings of $28.4 million, primarily to fund the pension contribution in the first quarter and to purchase an additional shares in ODI. Cash used by financing activities for the first three months of 2008 included net borrowings of $157.2 million, primarily to fund acquisitions. Proceeds from the exercise of stock options were $0.1 million and $1.8 million for the first three months of 2009 and 2008, respectively. The first three months of 2008 included $1.1 million, in excess tax benefits related to stock-based compensation. Teledyne Technologies paid $0.8 million to repurchase 36,239 shares of Teledyne common stock under a stock repurchase program announced in February 2009. Under the stock repurchase program, Teledyne can repurchase up to 1,500,000 shares of its common stock. Shares may be repurchased from time to time in open market transactions at prevailing market prices or in privately negotiated transactions through February 28, 2010. The timing and actual number of shares repurchased will depend on a variety of factors, such as price, corporate and regulatory requirements, alternative investment opportunities, and other market and economic conditions. Repurchases will be funded with cash on hand and borrowings under the Company's credit facility.
Working capital was $256.6 million at March 29, 2009, compared with $281.3 million at December 28, 2008. The lower amount at March 29, 2009 primarily reflects the receipt of an income tax refund of $30.9 million. Teledyne made a pretax $80.0 million contribution to the pension plan in the first quarter of 2009. The Company currently expects to make an additional pretax contribution to the pension plan of $37.1 million in 2009. Our principal capital requirements are to fund working capital needs, capital expenditures, pension contributions and debt service requirements, as well as acquisitions. It is anticipated that operating cash flow, together with available borrowings under the credit facility described below, will be sufficient to meet these requirements over the next twelve months. To support acquisitions, we may need to raise additional capital. We currently expect capital expenditures to be in the range of approximately $35.0 million to $40.0 million in 2009, of which $13.1 million has been spent in the first three months of 2009.
Our credit facility has lender commitments totaling $590.0 million and expires on July 14, 2011. Excluding interest and fees, no payments are due under the credit facility until it matures. The credit agreement requires the Company to comply with various financial and operating covenants, including maintaining certain consolidated leverage and interest coverage ratios, as well as minimum net worth levels and limits on acquired debt. At March 29, 2009, the Company was in compliance with these covenants. Available borrowing capacity under the $590.0 million credit facility, which is reduced by borrowings and outstanding letters of credit, was $225.8 million at March 29, 2009.
Our liquidity is not dependent upon the use of off-balance sheet financial arrangements. We have no off-balance sheet financing arrangements that incorporate the use of special purpose entities or unconsolidated entities.

Critical Accounting Policies
Our critical accounting policies are those that are reflective of significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are the following: revenue recognition; aircraft product liability reserve; accounting for pension plans; accounting for business combinations, goodwill and other long-lived assets; and accounting for income taxes. For additional discussion of the application of these and other accounting policies, see Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Note 2 of the Notes to Consolidated Financial Statements included in Teledyne Technologies' Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (2008 Form 10-K).
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board ("FASB") issued . . .