<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 001-13279
UNOVA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4647021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 888-2500
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
On April 30, 1998 there were 54,510,193 shares of Common Stock outstanding.
Page 1 of 14
<PAGE>
UNOVA, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
<S> <C> <C>
ITEM 1. Financial Statements
Consolidated and Combined Statements of Operations
Three months ended March 31, 1998 (unaudited)
and March 31, 1997 (unaudited) 3
Consolidated Balance Sheets
March 31, 1998 (unaudited) and December 31, 1997 4
Consolidated and Combined Statements of Cash Flows
Three months ended March 31, 1998 (unaudited)
and March 31, 1997 (unaudited) 5
Notes to Consolidated and Combined Financial
Statements (unaudited) 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 10
Signature 11
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNOVA INC.
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
---------- ----------
<S> <C> <C>
Sales and Service Revenues $ 333,405 $ 323,066
---------- ----------
Costs and Expenses
Cost of sales 218,299 231,009
Selling, general and administrative 85,746 63,619
Depreciation and amortization 11,640 7,224
Interest, net 4,437 1,918
---------- ----------
Total Costs and Expenses 320,122 303,770
---------- ----------
Earnings before Taxes on Income 13,283 19,296
Taxes on Income (5,526) (7,718)
---------- ----------
Net Earnings $ 7,757 $ 11,578
---------- ----------
---------- ----------
Basic and Diluted Earnings per Share $ 0.14 $ 0.21
---------- ----------
---------- ----------
Shares Used in Computing Basic
Earnings per Share 54,510,193 53,891,534
Shares Used in Computing Diluted
Earnings per Share 54,512,124 53,891,534
</TABLE>
See accompanying notes to consolidated and combined financial statements.
3
<PAGE>
UNOVA, INC.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
----------- -----------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 29,221 $ 13,685
Accounts receivable, net 456,083 448,079
Inventories, net of progress billings 159,549 150,537
Deferred tax assets 106,092 106,694
Other current assets 24,964 30,072
----------- -----------
Total Current Assets 775,909 749,067
Property, Plant and Equipment, at cost 343,375 339,462
Less Accumulated Depreciation (187,008) (181,782)
----------- -----------
Property, Plant and Equipment, Net 156,367 157,680
Goodwill and Other Intangibles, Net 359,640 366,098
Other Assets 92,791 83,513
----------- -----------
Total Assets $ 1,384,707 $ 1,356,358
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable $ 301,653 $ 311,759
Payrolls and related expenses 74,314 72,909
Notes payable and current portion of
long-term obligations 109,433 86,645
----------- -----------
Total Current Liabilities 485,400 471,313
----------- -----------
Long-term Obligations 215,961 216,938
----------- -----------
Deferred Tax Liabilities 26,032 22,918
----------- -----------
Other Long-term Liabilities 55,540 55,700
----------- -----------
Commitments and Contingencies
Shareholders' Investment
Common stock 545 545
Additional paid-in capital 606,522 603,743
Accumulated deficit (284) (8,041)
Accumulated other comprehensive income -
cumulative currency translation adjustment (5,009) (6,758)
----------- -----------
Total Shareholders' Investment 601,774 589,489
----------- -----------
Total Liabilities and Shareholders'
Investment $ 1,384,707 $ 1,356,358
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to consolidated and combined financial statements.
4
<PAGE>
UNOVA, INC.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
--------- ----------
<S> <C> <C>
Cash and Cash Equivalents at Beginning of Period $ 13,685 $ 149,467
--------- ----------
Cash Flows from Operating Activities:
Net earnings 7,757 11,578
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 11,640 7,224
Deferred taxes 2,701 (2,386)
Change in accounts receivable (8,004) (25,512)
Change in inventories (9,012) (11,964)
Change in other current assets 5,108 (3,586)
Change in accounts payable (10,106) 24,973
Change in payrolls and related expenses 752 (3,561)
Change in pensions (3,683) (2,804)
Other operating activities 4,162 (1,944)
--------- ----------
Net Cash Provided by (Used in) Operating
Activities 1,315 (7,982)
--------- ----------
Cash Flows from Investing Activities:
Capital expenditures (11,485) (3,848)
Sale of property, plant and equipment 4,301 78
Acquisition of businesses, net of cash acquired (269,084)
Other investing activities (1,437) 286
--------- ----------
Net Cash Used in Investing Activities (8,621) (272,568)
--------- ----------
Cash Flows from Financing Activities
Proceeds from borrowings 232,348 12,126
Repayment of borrowings (209,756) (54,332)
Net transactions with Western Atlas Inc. 119,414
Increase in due to Western Atlas Inc. 56,915
Other financing activities 250
--------- ----------
Net Cash Provided by Financing Activities 22,842 134,123
--------- ----------
Resulting in Increase (Decrease) in Cash
and Cash Equivalents 15,536 (146,427)
--------- ----------
Cash and Cash Equivalents at End of Period $ 29,221 $ 3,040
--------- ----------
--------- ----------
Supplemental disclosure of cash flow information
Interest paid $ 4,737 $ 873
Income taxes refunded $ 6,148 $ 3,824
</TABLE>
See accompanying notes to consolidated and combined financial statements.
5
<PAGE>
UNOVA, INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
1. UNOVA, Inc. ("UNOVA" or the "Company") became an independent public company
on October 31, 1997 (the "Distribution Date"), when all of the UNOVA common
stock was distributed to holders of common stock of Western Atlas Inc.
("WAI") in the form of a dividend. Every WAI shareholder of record on
October 24, 1997, was entitled to receive one share of UNOVA common stock
for each WAI share of common stock held of record.
The statement of operations and statement of cash flows for the three
months ended March 31, 1997 contain the historical accounts and operations
of the former WAI businesses that now comprise the Company. The amounts
included in this report are unaudited; however in the opinion of
management, all adjustments necessary for a fair presentation of results of
operations, financial position and cash flows for the stated periods have
been included. These adjustments are of a normal recurring nature. It is
suggested that these consolidated and combined financial statements be read
in conjunction with the audited financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997. The results of operations for the interim periods
presented are not necessarily indicative of operating results for the
entire year.
2. General and administrative costs include allocated charges from WAI of $5.1
million for the three months ended March 31, 1997.
3. Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
---------- ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Raw materials and work in process $ 130,082 $ 124,501
Finished goods 40,361 38,074
Less progress billings (10,894) (12,038)
---------- ----------
Net inventories $ 159,549 $ 150,537
---------- ----------
---------- ----------
</TABLE>
4. Net interest expense is composed of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
-------------------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Interest expense $ 5,117 $ 3,566
Interest income (680) (1,648)
--------- ---------
Net interest expense $ 4,437 $ 1,918
--------- ---------
--------- ---------
</TABLE>
Interest expense includes allocated charges from WAI of $2.4 million for
the three months ended March 31, 1997.
5. For the three months ended March 31, 1998, basic earnings per share is
calculated using the weighted average number of common shares outstanding
for the period while diluted earnings per share is computed on the basis of
the weighted average number of common shares outstanding plus the effect of
outstanding stock options using the "treasury stock" method.
6
<PAGE>
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)
Shares used for basic and diluted earnings per share were computed as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998
----------
<S> <C>
Weighted average common shares - Basic 54,510,193
Dilutive effect of stock options 1,931
----------
Weighted shares - Diluted 54,512,124
----------
----------
</TABLE>
For the three months ended March 31, 1997, the Company used the outstanding
shares of WAI common stock at June 30, 1997 to calculate both basic and
diluted earnings per share. At March 31, 1998, Company employees and
directors held options to purchase 2,485,000 shares of Company common stock
that were antidilutive to the earnings per share computation. These
options could become dilutive in future periods if the average market price
of the Company's common stock exceeds the exercise price of the outstanding
options.
6. In January 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130"), Reporting Comprehensive Income. SFAS 130
states that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in the
financial statements.
The Company's comprehensive income amounts were computed as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
--------------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Net earnings $ 7,757 $ 11,578
Change in foreign currency translation
adjustments, net of taxes of $735 (1998)
and $(1,088) (1997) 1,014 (1,632)
-------- ---------
Comprehensive income $ 8,771 $ 9,946
-------- ---------
-------- ---------
</TABLE>
7. In March 1998, the Company sold $200.0 million principal amount of senior
unsecured debt. The sale comprised $100.0 million of 6.875% seven-year
notes, at a price of 99.867 and $100.0 million of 7.00% ten-year notes, at
a price of 99.856. Including underwriting fees, discounts and effects of
forward rate agreements entered into by the Company to hedge the interest
rates on the debt, the effective interest rates on the seven-year and ten-
year notes are 6.982% and 7.217%, respectively. The net proceeds of
approximately $198.0 million were used by the Company to repay outstanding
short-term debt.
8. In April 1998, the Company signed a letter of intent with Amtech
Corporation ("Amtech") to purchase its high-frequency RFID (radio frequency
identification) business unit known as the Transportation Systems Group
("TSG"). TSG is a supplier of wireless data technologies for electronic
toll collection, rail and motor fleet tracking, and access control to
parking and other structures. The Company purchased $10.0 million of
Amtech common stock in October 1997 which, at the Company's option, may be
applied towards the purchase price of TSG.
In April 1998, the Company signed a letter of intent to acquire R&B Machine
Tool Company, a specialty machine and retooling company.
7
<PAGE>
UNOVA, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Sales and service revenues and segment operating profit for the three months
ended March 31, 1998 and 1997 are summarized below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
------------------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
SALES AND SERVICE REVENUES
Automated Data Systems $ 186,866 $ 111,450
Industrial Automation Systems 146,539 211,616
---------- ----------
Total Sales and Service Revenues $ 333,405 $ 323,066
---------- ----------
---------- ----------
SEGMENT OPERATING PROFIT
Automated Data Systems $ 11,647 $ 7,428
Industrial Automation Systems 11,121 19,654
---------- ----------
Total Segment Operating Profit $ 22,768 $ 27,082
---------- ----------
---------- ----------
</TABLE>
Total sales and service revenues increased $10.3 million or 3% for the three
months ended March 31, 1998 compared with the corresponding prior period. Total
segment operating profit decreased $4.3 million or 16% for the three months
ended March 31, 1998 compared with the corresponding prior period.
Cost of sales as a percentage of sales decreased from 72% to 65% from the
quarter ended March 31, 1997 to the quarter ended March 31, 1998, while selling,
general and administrative expense as a percentage of sales increased from 20%
to 26% for the comparable periods. These fluctuations are attributable to the
change in the business mix of the Company that resulted from the acquisitions in
the Automated Data Systems ("ADS") segment and a general increase in the
activity of this segment due to market growth. ADS sales increased as a
percentage of total sales from 34% to 56% from the quarter ended March 31, 1997
to the quarter ended March 31, 1998, while IAS sales decreased from 66% to 44%
for the comparable periods. The ADS businesses typically carry lower cost of
sales ratios and higher selling, general and administrative expense ratios
compared to the Industrial Automation Systems ("IAS") businesses.
Depreciation and amortization increased from $7.2 million to $11.6 million from
the quarter ended March 31, 1997 to the quarter ended March 31, 1998. This
increase is primarily due to a higher amount of goodwill and other intangibles
resulting from the Norand and UBI acquisitions, as well as additional
depreciation from these operations.
Net interest expense was $4.4 million and $1.9 million for the three months
ended March 31, 1998 and 1997, respectively. The increase is attributable to an
increase in outstanding debt due primarily to the 1997 acquisition of UBI which
occurred in April 1997.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
AUTOMATED DATA SYSTEMS
ADS segment sales increased $75.4 million or 68% while operating profit
increased $4.2 million or 57% for the three months ended March 31, 1998 compared
with the corresponding prior period. The sales increase is due primarily to the
contribution of a full three months of sales from the acquisitions of Norand and
UBI. The acquisitions also contributed to the increase in operating profit as
three months of operations are included in the 1998 amounts. Internal growth of
the combined activities also accelerated as progress was made on the integration
and restructuring of these acquisitions into Intermec.
In April 1998, the Company signed a letter of intent with Amtech Corporation
("Amtech") to purchase its high-frequency RFID (radio frequency identification)
business unit known as the Transportation Systems Group ("TSG"). TSG is a
supplier of wireless data technologies for electronic toll collection, rail and
motor fleet tracking, and access control to parking and other structures. TSG
revenues were approximately $52.0 million in 1997. The Company purchased $10.0
million of Amtech common stock in October 1997 which, at the Company's option,
may be applied towards the purchase price of TSG.
INDUSTRIAL AUTOMATION SYSTEMS
IAS segment sales decreased $65.1 million or 31% and related operating profit
decreased $8.5 million or 43% for the three months ended March 31, 1998 compared
with the corresponding prior period. During the first quarter of 1998, the IAS
segment began several new projects that are not expected to materially effect
sales and profits until later in the year. Conversely, during the first several
months of 1997, the integrated manufacturing systems operations experienced a
higher level of sales and profits from contracts in the final delivery and
installation phase. IAS backlog increased from $332.0 million at December 31,
1997 to $567.6 million at March 31, 1998.
In April 1998, the Company signed a letter of intent to acquire R&B Machine Tool
Company, a specialty machine and retooling company with annual revenues of
approximately $60.0 million.
LIQUIDITY AND CAPITAL RESOURCES
Cash and marketable securities increased from $13.7 million at December 31, 1997
to $29.2 million at March 31, 1998. Total debt increased from $303.6 million at
December 31, 1997 to $325.4 million at March 31, 1998 due to the normal capital
expenditures and working capital needs of the operations.
In March 1998, the Company sold $200.0 million principal amount of senior
unsecured debt. The sale comprised $100.0 million of 6.875% seven-year notes,
at a price of 99.867 and $100.0 million of 7.00% ten-year notes, at a price of
99.856. Including underwriting fees, discounts and effects of forward rate
agreements entered into by the Company to hedge the interest rates on the debt,
the effective interest rates on the seven-year and ten-year notes are 6.982% and
7.217%, respectively. The net proceeds of approximately $198.0 million were
used by the Company to repay outstanding short-term debt.
At May 1, 1998, the Company had total additional borrowing capacity of
approximately $480.0 million.
The Company expects that cash flow from operations, along with available
borrowing capacity, will be adequate to meet working capital requirements. The
Company does not anticipate any material adverse decline in cash flow from
operations nor any significant changes in capital expenditures required to
support ongoing operations.
9
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K: In a report filed on Form 8-K dated February 27, 1998,
the Company reported previously announced results for the three months and
year ended December 31, 1997.
(b) See Exhibit Index included herein on page 12.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNOVA, INC.
(Registrant)
By /s/ MICHAEL E. KEANE
------------------------
Michael E. Keane
Senior Vice President and
Chief Financial Officer
May 8, 1998
11
<PAGE>
UNOVA, INC.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 $400,000,000 Credit Agreement dated September 24, 1997, among
UNOVA, Inc., the Banks listed therein, and Morgan Guaranty Trust
Company of New York, as Agent, filed on October 1, 1997 as Exhibit
10M to Amendment No. 1 to the Company's Registration Statement on
Form 10 No. 001-13279 and incorporated herein by reference.
4.2 Rights Agreement dated September 24, 1997, between UNOVA, Inc.
and The Chase Manhattan Bank, as Rights Agent, to which is annexed
the form of Right Certificate as Exhibit A, filed on October 22,
1997 as Exhibit 3C to Amendment No. 2 to the Company's
Registration Statement on Form 10 No. 001-13279.
4.3 Amendment No. 1 to the $400,000,000 Credit Agreement, dated
January 15, 1998, filed as Exhibit 4.4 to the Company's 1997
Annual Report on Form 10-K, and incorporated herein by reference.
4.4 Indenture dated as of March 11, 1998 between the Company and The
First National Bank of Chicago, Trustee, providing for the
issuance of securities in series, filed as Exhibit 4.5 to the
Company's 1997 Annual Report on Form 10-K, and incorporated herein
by reference.
4.5 Form of 6.875% Notes due March 15, 2005 issued by the Company
under such indenture, filed as Exhibit 4.6 to the Company's 1997
Annual Report on Form 10-K, and incorporated herein by reference.
4.6 Form of 7.00% Notes due March 15, 2008 issued by the Company under
such indenture, filed as Exhibit 4.7 to the Company's 1997 Annual
Report on Form 10-K, and incorporated herein by reference.
4.7 Instruments defining the rights of holders of other long-term debt
of the Company are not filed as exhibits because the amount of
debt authorized under any such instrument does not exceed 10% of
the total assets of the Company and its consolidated subsidiaries.
The Company hereby undertakes to furnish a copy of any such
instrument to the Commission upon request.
10.1 Distribution and Indemnity Agreement dated October 31, 1997,
between Western Atlas Inc. and UNOVA, Inc, filed as Exhibit 10.1
to the Company's September 30, 1997 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
10.2 Tax Sharing Agreement dated October 31, 1997, between Western
Atlas Inc., and UNOVA, Inc., filed as Exhibit 10.2 to the
Company's September 30, 1997 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.3 Employee Benefits Agreement dated October 31, 1997, between
Western Atlas Inc., and UNOVA, Inc., filed as Exhibit 10.3 to the
Company's September 30, 1997 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
12
<PAGE>
INDEX TO EXHIBITS, (CONTINUED)
10.4 Intellectual Property Agreement dated October 31, 1997, between
Western Atlas Inc., and UNOVA, Inc., filed as Exhibit 10.4 to the
Company's September 30, 1997 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.5 Change of Control Employment Agreements with Alton J. Brann,
Michael E. Keane, Norman L. Roberts and certain other officers of
the Company, dated as of October 31, 1997, filed as Exhibit 10.5
to the Company's September 30, 1997 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
10.6 Employment Agreement between Intermec Corporation and Michael
Ohanian, dated May 18, 1995, as amended, filed on August 18, 1997
as exhibit 10J to the Company's Registration Statement on Form 10
No. 001-13279 and incorporated herein by reference.
10.7 UNOVA, Inc. Director Stock Option and Fee Plan, filed as Exhibit
10.7 to the Company's September 30, 1997 Quarterly Report on Form
10-Q, and incorporated herein by reference.
10.8 UNOVA, Inc. Restoration Plan, filed on August 18, 1997 as Exhibit
10I to the Company's Registration Statement on Form 10 No.
001-13279 and incorporated herein by reference.
10.9 UNOVA, Inc. Supplemental Executive Retirement Plan, filed on
October 1, 1997 as Exhibit 10H to Amendment No. 1 to the Company's
Registration Statement on Form 10 No. 001-13279 and incorporated
herein by reference.
10.10 Supplemental Retirement Agreement between UNOVA, Inc. and Alton J.
Brann, filed on October 1, 1997 as Exhibit 10L to Amendment No. 1
to the Company's Registration Statement on Form 10 No. 001-13279
and incorporated herein by reference.
10.11 Employment Agreement dated August 1997, between UNOVA, Inc., and
Clayton A. Williams, filed on October 1, 1997 as Exhibit 10K to
Amendment No. 1 to the Company's Registration Statement on Form 10
No. 001-13279 and incorporated herein by reference.
10.12 UNOVA, Inc. 1997 Stock Incentive Plan, filed as Exhibit 10.12 to
the Company's September 30, 1997 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
10.13 UNOVA, Inc. Executive Severance Plan, filed as Exhibit 10.13 to
the Company's September 30, 1997 Quarterly Report on Form 10-Q,
and incorporated herein by reference.
10.14 Form of Promissory Notes in favor of the Company given by certain
officers and key employees, filed as Exhibit 10.14 to the
Company's September 30, 1997 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
13
<PAGE>
INDEX TO EXHIBITS, (CONTINUED)
10.15 Board resolution dated September 24, 1997 establishing the UNOVA,
Inc. Incentive Loan Program, filed as Exhibit 10.15 to the
Company's September 30, 1997 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.16 UNOVA, Inc. Management Incentive Compensation Plan, filed as
Exhibit 10.16 to the Company's 1997 Annual Report on Form 10-K,
and incorporated herein by reference.
10.17 UNOVA, Inc. Executive Survivor Benefit Plan, filed as Exhibit
10.17 to the Company's 1997 Annual Report on Form 10-K, and
incorporated herein by reference.
10.18 Amendment No. 1 to Employment Agreement between Intermec
Corporation and Michael Ohanian, dated February 28, 1997, filed as
Exhibit 10.18 to the Company's 1997 Annual Report on Form 10-K,
and incorporated herein by reference.
10.19 Amendment No. 2 to Employment Agreement between Intermec
Technologies Corporation and Michael Ohanian, dated February 28,
1998, filed as Exhibit 10.19 to the Company's 1997 Annual Report
on Form 10-K, and incorporated herein by reference.
10.20 Amendment to Employment Agreement between UNOVA, Inc. and Clayton
A. Williams, dated March 24, 1998, filed as Exhibit 10.20 to the
Company's 1997 Annual Report on Form 10-K, and incorporated herein
by reference.
27 Financial Data Schedule (filed only electronically with the
Securities and Exchange Commission).
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 29,221
<SECURITIES> 0
<RECEIVABLES> 456,083
<ALLOWANCES> 0
<INVENTORY> 159,549
<CURRENT-ASSETS> 775,909
<PP&E> 343,375
<DEPRECIATION> 187,008
<TOTAL-ASSETS> 1,384,707
<CURRENT-LIABILITIES> 485,400
<BONDS> 325,394
0
0
<COMMON> 545
<OTHER-SE> 601,229
<TOTAL-LIABILITY-AND-EQUITY> 1,384,707
<SALES> 333,405
<TOTAL-REVENUES> 333,405
<CGS> 218,299
<TOTAL-COSTS> 218,299
<OTHER-EXPENSES> 97,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,117
<INCOME-PRETAX> 13,283
<INCOME-TAX> 5,526
<INCOME-CONTINUING> 7,757
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,757
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
