<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, 1999
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.)
21900 BURBANK BOULEVARD
WOODLAND HILLS, CALIFORNIA 91367-7418
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 992-3000
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, 1999 there were 54,943,118 shares of Common Stock outstanding,
exclusive of treasury shares.
Page 1 of 12
<PAGE>
UNOVA, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statements of Operations
Three Months Ended March 31, 1999 (unaudited)
and March 31, 1998 (unaudited).............................. 3
Consolidated Balance Sheets
March 31, 1999 (unaudited) and December 31, 1998
(unaudited)................................................ 4
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1999 (unaudited)
and March 31, 1998 (unaudited).............................. 5
Notes to Consolidated Financial Statements (unaudited)........ 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................. 8
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk...... 10
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders............. 11
ITEM 6. Exhibits and Reports on Form 8-K................................ 11
Signatures 12
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNOVA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
------------ ------------
<S> <C> <C>
Sales and Service Revenues ...................$ 493,400 $ 333,405
------------ ------------
Costs and Expenses
Cost of sales .......................... 352,309 218,299
Selling, general and administrative .... 109,668 85,746
Depreciation and amortization .......... 16,583 11,640
Interest, net .......................... 9,082 4,437
------------ ------------
Total Costs and Expenses ............ 487,642 320,122
------------ ------------
Earnings before Taxes on Income .............. 5,758 13,283
Taxes on Income .............................. (2,303) (5,526)
------------ ------------
Net Earnings .................................$ 3,455 $ 7,757
------------ ------------
------------ ------------
Basic and Diluted Earnings per Share .........$ 0.06 $ 0.14
------------ ------------
------------ ------------
Shares Used in Computing Basic
Earnings per Share ..................... 54,943,091 54,510,193
Shares Used in Computing Diluted
Earnings per Share ..................... 54,943,988 54,512,124
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
UNOVA, INC.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents ...................................$ 14,502 $ 17,708
Accounts receivable, net .................................... 666,220 662,885
Inventories, net of progress billings ....................... 333,719 336,005
Deferred tax assets ......................................... 145,780 141,773
Other current assets ........................................ 20,350 21,129
----------- -----------
Total Current Assets ................................... 1,180,571 1,179,500
----------- -----------
Property, Plant and Equipment, at Cost ............................ 472,577 464,387
Less Accumulated Depreciation ..................................... (186,528) (178,216)
----------- -----------
Property, Plant and Equipment, Net .......................... 286,049 286,171
----------- -----------
Goodwill and Other Intangibles, Net ............................... 396,027 400,164
----------- -----------
Other Assets ...................................................... 120,476 113,381
----------- -----------
Total Assets ......................................................$ 1,983,123 $ 1,979,216
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable and accrued expenses .......................$ 391,352 $ 456,812
Payroll and related expenses ................................ 87,292 93,199
Notes payable and current portion of long-term obligations .. 303,329 237,276
----------- -----------
Total Current Liabilities .............................. 781,973 787,287
----------- -----------
Long-term Obligations ............................................. 366,396 366,487
----------- -----------
Deferred Tax Liabilities .......................................... 44,667 42,154
----------- -----------
Other Long-term Liabilities ....................................... 89,229 81,863
----------- -----------
Commitments and Contingencies......................................
Shareholders' Investment
Common stock ................................................ 549 549
Additional paid-in capital .................................. 645,143 645,054
Retained earnings ........................................... 65,127 61,672
Accumulated other comprehensive income -
cumulative currency translation adjustment ............... (9,961) (5,850)
----------- -----------
Total Shareholders' Investment ......................... 700,858 701,425
----------- -----------
Total Liabilities and Shareholders' Investment ....................$ 1,983,123 $ 1,979,216
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
UNOVA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
-------- --------
<S> <C> <C>
Cash and Cash Equivalents at Beginning of Period ............... $ 17,708 $ 13,685
-------- --------
Cash Flows from Operating Activities:
Net earnings ............................................ 3,455 7,757
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization ..................... 16,583 11,640
Deferred taxes .................................... (2,209) 2,701
Change in accounts receivable ..................... (3,335) (8,004)
Change in inventories ............................. 3,845 (9,012)
Change in other current assets .................... (1,264) 5,108
Change in accounts payable and accrued expenses ... (66,845) (10,106)
Change in payroll and related expenses ............ (4,953) 752
Change in prepaid pension costs, net .............. (4,276) (3,683)
Other operating activities ........................ 4,452 4,162
-------- --------
Net Cash Provided by (Used in) Operating Activities ............ (54,547) 1,315
-------- --------
Cash Flows from Investing Activities:
Capital expenditures .................................... (14,836) (11,485)
Proceeds from sale of property, plant and equipment ..... 497 4,301
Other investing activities .............................. (281) (1,437)
-------- --------
Net Cash Used in Investing Activities .......................... (14,620) (8,621)
-------- --------
Cash Flows from Financing Activities
Proceeds from borrowings ................................ 151,790 232,348
Repayment of borrowings ................................. (85,874) (209,756)
Other financing activities .............................. 45 250
-------- --------
Net Cash Provided by Financing Activities ...................... 65,961 22,842
-------- --------
Resulting in Increase (Decrease) in Cash and Cash Equivalents .. (3,206) 15,536
-------- --------
Cash and Cash Equivalents at End of Period ..................... $ 14,502 $ 29,221
-------- --------
-------- --------
Supplemental disclosure of cash flow information
Interest paid ........................................... $ 12,615 $ 4,737
Income taxes refunded ................................... $ 4,278 $ 6,148
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
UNOVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
1. UNOVA, Inc. ("UNOVA" or the "Company") became an independent public company
on October 31, 1997, 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 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 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, 1998. The results of operations for the interim periods
presented are not necessarily indicative of operating results for the
entire year.
2. Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
---------- -------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Raw materials and work in process ...... $ 299,800 $ 285,470
Finished goods ......................... 65,428 85,797
Less progress billings ................. (31,509) (35,262)
---------- -------------
Inventories, net of progress billings .. $ 333,719 $ 336,005
---------- -------------
---------- -------------
</TABLE>
3. Net interest expense is composed of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
---------------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Interest expense .................. $ 9,588 $ 5,117
Interest income ................... (506) (680)
------- -------
Net interest expense .............. $ 9,082 $ 4,437
------- -------
------- -------
</TABLE>
4. For the three months ended march 31, 1999 and 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 dilutive effect of outstanding stock options using the "treasury stock"
method.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Shares used for basic and diluted earnings per share were computed as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31,
1999 1998
-------------------------
<S> <C> <C>
Weighted average common shares - Basic .. 54,943,091 54,510,193
Dilutive effect of stock options ........ 897 1,931
---------- ----------
Weighted shares - Diluted ............... 54,943,988 54,512,124
---------- ----------
---------- ----------
</TABLE>
At March 31, 1999, UNOVA employees and directors held options to purchase
3,916,700 shares of Company common stock that were antidilutive to the
diluted 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.
5. The Company's comprehensive income amounts were computed as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
---------------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Net earnings .............................. $ 3,455 $ 7,757
Foreign currency translation adjustments .. (4,111) 1,749
------- -------
Comprehensive income (loss) ............... $ (656) $ 9,506
------- -------
------- -------
</TABLE>
6. The Company manages and reports its operations in two business segments:
the Automated Data Systems segment and the Industrial Automation Systems
segment. The Company uses operating profit, which is defined as earnings
before taxes on income, net interest expense and corporate and other
amounts, to evaluate performance. Corporate and other amounts include
corporate operating costs and currency transaction gains and losses. There
were no material intersegment transactions.
OPERATIONS BY BUSINESS SEGMENT
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
QUARTER INDUSTRIAL AUTOMATED CORPORATE
ENDED AUTOMATION DATA AND OTHER
MARCH 31, SYSTEMS SYSTEMS AMOUNTS TOTAL
--------- ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
Sales.................... 1999 $ 285.4 $ 208.0 $ 493.4
1998 146.5 186.9 333.4
Operating profit (loss).. 1999 13.9 7.7 $ (6.7) 14.9
1998 11.1 11.6 (5.0) 17.7
</TABLE>
7
<PAGE>
UNOVA, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales and service revenues and segment operating profit for the three months
ended March 31, 1999 and 1998 are summarized below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
-------------------------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
SALES AND SERVICE REVENUES
Industrial Automation Systems............ $ 285,415 $ 146,539
Automated Data Systems................... 207,985 186,866
---------- ----------
Total Sales and Service Revenues......... $ 493,400 $ 333,405
---------- ----------
---------- ----------
SEGMENT OPERATING PROFIT
Industrial Automation Systems............ $ 13,882 $ 11,121
Automated Data Systems................... 7,650 11,647
---------- ----------
Total Segment Operating Profit........... $ 21,532 $ 22,768
---------- ----------
---------- ----------
</TABLE>
Total sales and service revenues increased $160.0 million or 48% for the
three months ended March 31, 1999 compared with the corresponding prior
period. Total segment operating profit decreased $1.2 million or 5% for the
three months ended March 31, 1999 compared with the corresponding prior
period.
IAS revenues increased $138.9 million or 95% while related operating profit
increased $2.8 million or 25% for the three months ended March 31, 1999
compared with the corresponding prior period. The increase in revenues is
primarily due to the acquisitions of Cincinnati Machine and R&B Machine and
the increase in activity at the automotive-related manufacturing systems
operations. The increase in operating profit was due to the increase in
activity for the automotive-related manufacturing systems offset by delays at
other North American operations caused by customer changes and additional
start-up costs of a new product line at Lamb Honsberg in Germany. IAS
backlog was $697.1 million at March 31, 1999.
In October 1998, UNOVA acquired the machine tool business of Cincinnati
Milacron, which was renamed Cincinnati Machine, a UNOVA Company ("Cincinnati
Machine") for approximately $187.3 million in cash. The March 31, 1999
consolidated financial statements reflect the preliminary allocation of the
Cincinnati Machine acquisition costs. The Company has continued to access
the fair value of the acquired assets and liabilities and plans to revise
these valuations in the second quarter of 1999.
ADS segment sales increased $21.1 million or 11% while operating profit
decreased $4.0 million or 34% for the three months ended March 31, 1999
compared with the corresponding prior period. The sales increase is due
primarily to the acquisition of Amtech Systems in May 1998. The decrease in
operating profit was the result of additional operating expenses related to
the first quarter 1999 implementation of a new management information system
at Intermec's main production facility which offset the operating profit
contributed by the higher sales.
Cost of sales as a percentage of sales increased from 65% to 71% from the
three months ended March 31, 1998 to the three months ended March 31, 1999,
while selling, general and administrative expense as a percentage of sales
decreased from 26% to 22% for the same periods. These fluctuations are
attributable to the change in the business mix of the Company that resulted
from the acquisitions in the IAS segment and an increase in the activity of
this segment. IAS sales increased as a percentage of total Company sales from
44% for the three months ended March 31, 1998 to 58% for the three months
ended March 31, 1999. ADS sales decreased from 56% to 42% for the same
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
periods. The IAS businesses typically carry higher cost of sales ratios and
lower selling, general and administrative expense ratios compared to the ADS
businesses.
Depreciation and amortization increased from $11.6 million to $16.6 million
from the three months ended March 31, 1998 to the three months ended March
31, 1999. This increase is primarily due to additional depreciation from
acquisitions and an increase in the level of fixed assets over the prior
year's first quarter.
Net interest expense was $9.1 million and $4.4 million for the three months
ended March 31, 1999 and 1998, respectively. The increase is attributable to
an increase in outstanding debt due primarily to the acquisitions of
Cincinnati Machine, R&B Machine Tool and Amtech Systems in 1998.
LIQUIDITY AND CAPITAL RESOURCES
Cash and marketable securities decreased from $17.7 million at December 31,
1998 to $14.5 million at March 31, 1999. Total debt increased from $603.8
million at December 31, 1998 to $669.7 million at March 31, 1999 due to the
normal capital expenditures and working capital needs of the operations.
The Company has unsecured committed credit facilities with banks from which
it may borrow up to $500.0 million. Under these credit facilities, the
Company may borrow at the prime rate or at rates based on the London Inter
Bank Offered Rate, certificates of deposit or other rates that are mutually
acceptable to the banks and the Company. At April 30, 1999, $310.0 million of
these credit facilities was available for the Company's general use. In
addition, the Company maintains other uncommitted credit facilities and lines
of credit of which $98.1 million was available to the Company at April 30,
1999.
The Company expects that cash flow from operations, along with available
borrowing capacity, will be adequate to meet working capital and capital
expenditure requirements.
YEAR 2000
The Year 2000 issue is the result of computer programs designed to define a
year using two digits rather than four. As such, a date sensitive field
using "00" could be recognized as the year 1900 rather than the year 2000,
potentially causing a system failure or other business disruption.
The operating segments of the Company formed internal review teams to address
the Year 2000 issue. The teams were monitored on an ongoing basis by
executive management. As a result of these reviews, the Company has
identified its significant information technology and non-information
technology systems that will require modification to achieve Year 2000
compliance. Internal and external resources are being used to make the
required modifications and test Year 2000 compliance. Although there can be
no assurance that the Company will identify and correct every Year 2000
problem, the Company believes that it has in place a comprehensive program to
identify and correct any such problems. The Company plans to complete the
internal modification and testing process prior to December 31, 1999.
UNOVA is also actively working with its significant suppliers and customers to
assess their Year 2000 compliance efforts and the Company's exposure from them.
While the Company currently does not anticipate problems related to third party
Year 2000 issues, the Company will continue to assess potential risk from third
parties. However, there can be no assurance that Year 2000 problems originating
with a supplier or other third party will not occur.
The Company has also assessed the capability of its products to determine
whether they are Year 2000 compliant. The Company believes that all of its
current products are Year 2000 compliant. UNOVA has not tested products that are
no longer sold by the Company and the Company does not believe it is legally
responsible for costs incurred by customers related to ensuring their Year 2000
capability. However, the Company is providing customer support and customer
satisfaction services related to Year 2000 issues. UNOVA defines "Year 2000
compliant" as a product that, when used properly and in conformity with the
product information provided by the
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Company, will accurately convey data between the twentieth and twenty-first
centuries, including leap year calculations, provided that all other
technology used in combination with the product properly exchanges data with
the UNOVA product.
In addition, the Company has begun internal discussions concerning contingency
planning to address potential problem areas with internal systems and third
parties. If deemed necessary, these contingency plans will be developed prior
to December 31, 1999.
The Company estimates that the total cost of these Year 2000 compliance
activities will be approximately $10.0 million. Of these costs, it is
estimated that approximately $2.1 million are expense items and the remaining
$7.9 million are capitalizable. As of March 31, 1999, the Company has
incurred approximately $4.4 million of Year 2000 cumulative costs of which
approximately $1.0 million was expensed and approximately $3.4 million was
capitalized. These costs and the date on which the Company plans to complete
the Year 2000 modifications are based on management's best estimates, which
were derived utilizing numerous assumptions of future events. However, there
can be no guarantee that these estimates will be achieved and actual results
could differ from those plans. Based on currently available information,
management does not believe that Year 2000 issues will have a material
adverse impact on the Company's financial condition or results of operations.
However, the Year 2000 problem has many aspects and potential consequences,
some of which are not reasonably foreseeable, and there can be no assurance
that unforeseen consequences will not arise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate risk primarily from its short-term
and long-term borrowings and to exchange rate risk with respect to its
foreign operations and from foreign currency transactions. The information
presented below summarizes the Company's cash flows for its borrowings and
related interest rates by dates of maturity. Variable interest rates
disclosed represent the weighted average rates of the borrowings at March 31,
1999. Fair values have been determined based on quoted market prices.
<TABLE>
<CAPTION>
DEBT 1999 2000 2001 2002 2003 THEREAFTER TOTAL FAIR VALUE
- ---- ---- ---- ---- ---- ---- ---------- -------- ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed Rate $200,000 $200,000 $197,405
Average Interest Rate 6.94%
Variable Rate $303,329 $1,199 $114 $150,002 $ 15,081 $469,725 $469,725
Average Interest Rate 5.01% 7.03% 7.34% 5.30% 4.98%
</TABLE>
The Company from time to time enters into foreign currency exchange contracts
to hedge certain foreign currency transactions and commitments and to reduce
its exposure from investments in certain foreign operations. These contracts
were not significant at March 31, 1999. The Company does not enter into any
foreign currency contracts for trading purposes. A hypothetical 10% change
in the relevant currency rates at March 31, 1999 would not have a material
impact on the Company's results of operations or cash flows.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of its shareholders on May 7, 1999,
shareholders elected Stephen E. Frank, Claire W. Gargalli and Orion L. Hoch
as directors of the Company for a term expiring in 2002. Mr. Frank received a
total of 47,785,931 votes for his election and 160,268 votes against or
withheld. Ms. Gargalli received a total of 47,706,437 votes for her election
and 239,762 votes against or withheld. Mr. Hoch received a total of
47,687,184 votes for his election and 259,015 votes against or withheld.
UNOVA, Inc. has six additional directors, but their terms of office did not
expire this year.
In addition, the shareholders approved the UNOVA, Inc. 1999 Stock Incentive
Plan (41,275,330 votes for, 2,584,807 votes against or withheld, 131,573
votes abstained and 3,954,489 broker non-votes) and the UNOVA, Inc.
Management Incentive Compensation Plan (46,411,059 votes for, 1,383,027 votes
against or withheld and 152,113 votes abstained).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K: No reports on Form 8-K have been filed by the
Registrant during the quarter ended March 31, 1999.
(b) See Exhibit Index included herein on page E-1.
11
<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 14, 1999
12
<PAGE>
UNOVA, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------------
<S> <C>
2.1 Amended and Restated Purchase and Sale Agreement dated August 20,
1998, between UNOVA, Inc., UNOVA Industrial Automation Systems,
Inc., and UNOVA UK Limited, on the one hand, and Cincinnati
Milacron Inc., on the other hand, filed on October 2, 1998 as
Exhibit 2 to the Company's Current Report on Form 8-K, and
incorporated herein by reference.
3.1 Certificate of Incorporation of UNOVA, Inc., filed on October 22,
1997 as Exhibit 3A to Amendment No. 2 to the Company's Registration
Statement on Form 10 No. 001-13279, and incorporated herein by
reference.
3.2 By-laws of UNOVA, Inc., as amended on February 5, 1999, filed as
Exhibit 3.2 to the Company's 1998 Annual Report on Form 10-K, and
incorporated herein by reference.
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 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.
4.3 Amendment No. 2 to the $400,000,000 Credit Agreement, dated May 15,
1998, filed as Exhibit 4.7 to the Company's June 30, 1998 Quarterly
Report on Form 10-Q, and incorporated herein by reference.
4.4 Amendment No. 3 to the $400,000,000 Credit Agreement, dated
September 24, 1998, filed as Exhibit 4.8 to the Company's September
30, 1998 Quarterly Report on Form 10-Q, and incorporated herein by
reference.
4.5 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, and incorporated herein by
reference.
4.6 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.
4.7 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.
</TABLE>
E-1
<PAGE>
INDEX TO EXHIBITS (CONTINUED)
<TABLE>
<CAPTION>
<S> <C>
4.8 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.
4.9 $100,000,000 Credit Agreement dated January 13, 1999, among UNOVA,
Inc., the Banks listed therein, and Morgan Guaranty Trust Company
of New York, as Agent, filed as Exhibit 4.9 to the Company's 1998
Annual Report on Form 10-K, and incorporated herein by reference
4.10 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.
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 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.
10.8 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.
</TABLE>
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INDEX TO EXHIBITS (CONTINUED)
<TABLE>
<CAPTION>
<S> <C>
10.9 Amendment No. 3 to Employment Agreement between Intermec
Technologies Corporation and Michael Ohanian, dated May 20, 1998,
filed as Exhibit 10.9 to the Company's 1998 Annual Report on Form
10-K, and incorporated herein by reference
10.10 Amendment No. 4 to Employment Agreement between Intermec
Technologies Corporation and Michael Ohanian, dated February 28,
1999, filed as Exhibit 10.10 to the Company's 1998 Annual Report on
Form 10-K, and incorporated herein by reference.
10.11 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.
10.12 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.
10.13 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.
10.14 Amendment No. 1 to UNOVA, Inc. Supplemental Executive Retirement
Plan, dated September 23, 1998, filed as Exhibit 10.22 to the
Company's September 30, 1998 Quarterly Report on Form 10-Q, and
incorporated herein by reference.
10.15 Amendment No. 2 to UNOVA, Inc. Supplemental Executive Retirement
Plan, dated March 11, 1999, filed as Exhibit 10.15 to the Company's
1998 Annual Report on Form 10-K, and incorporated herein by
reference.
10.16 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.
10.17 Amendment No. 1 to Supplemental Retirement Agreement between UNOVA,
Inc. and Alton J. Brann, dated September 23, 1998, filed as Exhibit
10.21 to the Company's September 30, 1998 Quarterly Report on Form
10-Q, and incorporated herein by reference.
10.18 Amendment No. 2 to Supplemental Executive Retirement Agreement
between UNOVA, Inc. and Alton J. Brann, dated March 11, 1999, filed
as Exhibit 10.18 to the Company's 1998 Annual Report on Form 10-K,
and incorporated herein by reference.
10.19 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.
10.20 Amendment No. 1 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.
</TABLE>
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INDEX TO EXHIBITS (CONTINUED)
<TABLE>
<CAPTION>
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10.21 Amendment No. 2 to Employment Agreement between UNOVA, Inc. and
Clayton A. Williams, dated May 18, 1998, filed as Exhibit 10.21 to
the Company's 1998 Annual Report on Form 10-K, and incorporated
herein by reference.
10.22 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.
10.23 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.
10.24 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.
10.25 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.
10.26 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.
10.27 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.
10.28 UNOVA, Inc. 1999 Stock Incentive Plan, filed as Annex A to the
Company's definitive Proxy Statement relating to the Annual
Meeting of Shareholders to be held on May 7, 1999 (the "1999 Proxy
Statement"), and incorporated herein by reference.
10.29 UNOVA, Inc. Management Incentive Compensation Plan, filed as Annex
B to the Company's 1999 Proxy Statement, and incorporated herein by
reference.
10.30 UNOVA, Inc. Executive Medical Benefit Plan, filed as Exhibit 10.30
to the Company's 1998 Annual Report on Form 10-K, and incorporated
herein by reference.
27 Financial Data Schedule (filed only electronically with the
Securities and Exchange Commission).
* Copies of these documents have been included in this Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission.
</TABLE>
E-4
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