-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SYOvGopzpY+izL5Nx5ojCrzROvfhTlJCqP5xgIBM0yr27B8G+f9c/+LmiYKyAb2O ziNBT73uxteiqyB2hs+Jdw== 0000950148-00-000956.txt : 20000511 0000950148-00-000956.hdr.sgml : 20000511 ACCESSION NUMBER: 0000950148-00-000956 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOVA INC CENTRAL INDEX KEY: 0001044590 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 954647021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13279 FILM NUMBER: 624939 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3108882500 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 10-Q 1 FORM 10-Q 1 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, 2000 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 WWW.UNOVA.COM (Zip Code) (Address of principal executive offices and internet site) 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 28, 2000 there were 55,553,061 shares of Common Stock outstanding, exclusive of treasury shares. Page 1 of 13 2 UNOVA, INC. INDEX REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000
PAGE NUMBER PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Statements of Operations Three Months Ended March 31, 2000 and 1999 (unaudited).........3 Consolidated Balance Sheets March 31, 2000 and December 31, 1999 (unaudited)...............4 Consolidated Statements of Cash Flows Three Months Ended March 31, 2000 and 1999 (unaudited).........5 Notes to Consolidated Financial Statements (unaudited).........6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................9 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K...............................12 Signatures .............................................................13
2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UNOVA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (thousands of dollars, except per share amounts) (unaudited)
THREE MONTHS ENDED MARCH 31, -------------------------------- 2000 1999 ------------ ------------ Sales and Service Revenues $ 484,827 $ 493,400 ------------ ------------ Costs and Expenses Cost of sales and service 363,385 352,309 Selling, general and administrative 97,615 109,668 Depreciation and amortization 17,019 16,583 Interest, net 7,612 9,082 ------------ ------------ Total Costs and Expenses 485,631 487,642 ------------ ------------ Earnings (Loss) before Taxes on Income (804) 5,758 Taxes on Income 310 (2,303) ============ ============ Net Earnings (Loss) $ (494) $ 3,455 ============ ============ Basic and Diluted Earnings (Loss) per Share $ (0.01) $ 0.06 ============ ============ Shares Used in Computing Basic Earnings (Loss) per Share 55,552,772 54,943,091 Shares Used in Computing Diluted Earnings (Loss) per Share 55,552,772 54,943,988
See accompanying notes to consolidated financial statements. 3 4 UNOVA, INC. CONSOLIDATED BALANCE SHEETS (thousands of dollars) (unaudited)
MARCH 31, DECEMBER 31, 2000 1999 ----------- ----------- ASSETS Current Assets Cash and cash equivalents $ 16,746 $ 25,239 Accounts receivable, net 531,935 596,885 Inventories, net of progress billings 298,717 310,175 Deferred tax assets 157,514 158,170 Other current assets 20,583 19,873 ----------- ----------- Total Current Assets 1,025,495 1,110,342 ----------- ----------- Property, Plant and Equipment, at Cost 473,526 472,229 Less Accumulated Depreciation (207,556) (201,330) ----------- ----------- Property, Plant and Equipment, Net 265,970 270,899 ----------- ----------- Goodwill and Other Intangibles, Net 394,205 399,131 ----------- ----------- Other Assets 126,898 123,167 ----------- ----------- Total Assets $ 1,812,568 $ 1,903,539 =========== =========== LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities Accounts payable and accrued expenses $ 396,565 $ 509,188 Payroll and related expenses 84,951 89,309 Notes payable and current portion of long-term obligations 92,930 64,002 ----------- ----------- Total Current Liabilities 574,446 662,499 ----------- ----------- Long-term Obligations 365,389 365,386 ----------- ----------- Deferred Tax Liabilities 46,054 44,777 ----------- ----------- Other Long-term Liabilities 97,887 99,577 ----------- ----------- Commitments and Contingencies Shareholders' Investment Common stock 556 556 Additional paid-in capital 652,777 652,157 Retained earnings 90,766 91,260 Accumulated other comprehensive loss - cumulative currency translation adjustment (15,307) (12,673) ----------- ----------- Total Shareholders' Investment 728,792 731,300 ----------- ----------- Total Liabilities and Shareholders' Investment $ 1,812,568 $ 1,903,539 =========== ===========
See accompanying notes to consolidated financial statements. 4 5 UNOVA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands of dollars) (unaudited)
THREE MONTHS ENDED MARCH 31, -------------------------- 2000 1999 --------- --------- Cash and Cash Equivalents at Beginning of Period $ 25,239 $ 17,708 --------- --------- Cash Flows from Operating Activities: Net earnings (loss) (494) 3,455 Adjustments to reconcile net earnings (loss) to net cash used in operating activities: Depreciation and amortization 17,019 16,583 Change in prepaid pension costs, net (4,412) (4,276) Deferred taxes (2,589) (2,209) Changes in operating assets and liabilities: Accounts receivable 65,271 (3,335) Inventories 11,458 3,845 Other current assets (710) (1,264) Accounts payable and accrued expenses (112,341) (66,845) Payroll and related expenses (5,811) (4,953) Other operating activities (1,041) 4,452 --------- --------- Net Cash Used in Operating Activities (33,650) (54,547) --------- --------- Cash Flows from Investing Activities: Capital expenditures (9,677) (14,836) Other investing activities 5,283 216 --------- --------- Net Cash Used in Investing Activities (4,394) (14,620) --------- --------- Cash Flows from Financing Activities: Net proceeds from notes payable and credit facility 28,886 65,916 Other financing activities 665 45 --------- --------- Net Cash Provided by Financing Activities 29,551 65,961 --------- --------- Resulting Decrease in Cash and Cash Equivalents (8,493) (3,206) --------- --------- Cash and Cash Equivalents at End of Period $ 16,746 $ 14,502 ========= ========= Supplemental disclosure of cash flow information Interest paid $ 11,587 $ 12,615 Income taxes paid (refunded) $ 162 $ (4,278)
See accompanying notes to consolidated financial statements. 5 6 UNOVA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2000 (unaudited) 1. UNOVA, Inc. and subsidiaries ("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 (the "Distribution"). 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. 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, 1999. The results of operations for the interim periods presented are not necessarily indicative of operating results for the entire year. 2. Inventories, net of progress billings consisted of the following:
MARCH 31, DECEMBER 31, 2000 1999 --------- --------- (THOUSANDS OF DOLLARS) Raw materials and work in process $ 283,202 $ 289,656 Finished goods 44,230 44,336 Less progress billings (28,715) (23,817) --------- --------- Inventories, net of progress billings $ 298,717 $ 310,175 ========= =========
3. Interest, net was composed of the following:
THREE MONTHS ENDED MARCH 31, 2000 1999 ------- ------- (THOUSANDS OF DOLLARS) Interest expense $ 8,385 $ 9,588 Interest income (773) (506) ------- ------- Interest, net expense $ 7,612 $ 9,082 ======= =======
4. For the three months ended March 31, 2000 and December 31, 1999, basic earnings per share is calculated using the weighted average number of common shares outstanding and issuable for the period. Diluted earnings per share is computed using basic weighted average shares plus the dilutive effect of outstanding stock options using the "treasury stock" method. For the three months ended March 31, 2000, diluted weighted average shares excludes 251 incremental shares related to stock options because their effect is antidilutive due to the Company reporting a net loss. 6 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Shares used for basic and diluted earnings per share were computed as follows: THREE MONTHS ENDED MARCH 31, 2000 1999 ---------- ---------- Basic weighted average shares 55,552,772 54,943,091 Dilutive effect of stock options - 897 ---------- ---------- Diluted weighted average shares 55,552,772 54,943,988 ========== ========== At March 31, 2000 and December 31, 1999, Company employees and directors held options to purchase 5,943,420 and 5,524,700 shares, respectively, 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 loss amounts were computed as follows: THREE MONTHS ENDED MARCH 31, 2000 1999 --------------------- (THOUSANDS OF DOLLARS) Net earnings (loss) $ (494) $ 3,455 Change in equity due to foreign currency translation adjustments (2,634) (4,111) ------- ------- Comprehensive (loss) $(3,128) $ (656) ======= ======= 6. The Company operates in two primary businesses: Automated Data Systems ("ADS") and Industrial Automation Systems ("IAS"). The IAS businesses are further disaggregated into two reportable segments based on their respective markets: Integrated Production Systems and Advanced Manufacturing Equipment. The Company uses operating profit, which is defined as earnings before taxes on income and net interest expense, 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)
INDUSTRIAL AUTOMATION SYSTEMS --------------------------- QUARTER AUTOMATED INTEGRATED ADVANCED CORPORATE ENDED DATA PRODUCTION MANUFACTURING AND OTHER MARCH 31, SYSTEMS SYSTEMS EQUIPMENT AMOUNTS TOTAL --------- --------- ---------- ------------- ---------- ------ Sales 2000 $209.5 $207.2 $ 68.1 $484.8 1999 208.0 202.9 82.5 493.4 Operating profit (loss) 2000 4.4 8.1 2.3 $ (8.0) 6.8 1999 7.6 11.9 2.0 (6.7) 14.8
7 8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. The Company leases executive offices that are located in a building owned by the UNOVA Master Trust, an entity which holds the assets of the Company's primary U.S. pension plans. Rental expense under the provisions of this lease was $0.2 million and $0.1 million for the three months ended March 31, 2000 and March 31,1999, respectively. 8. In April 2000, the Company signed a letter of intent to sell its Amtech Transportation Systems subsidiary, subject to finalization of sale terms and approvals by the Company's and buyer's boards of directors. The net assets and results of operations of Amtech Transportation Systems are not material to the Company's consolidated financial statements for all periods presented. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Company operates in two primary businesses: Automated Data Systems ("ADS") and Industrial Automation Systems ("IAS"). The IAS businesses are further disaggregated into two reportable segments based on their respective markets served: Integrated Production Systems ("IPS") and Advanced Manufacturing Equipment ("AME"). Sales and service revenues and segment operating profit for the three months ended March 31, 2000 and 1999 were as follows:
THREE MONTHS ENDED MARCH 31, ----------------------- 2000 1999 -------- -------- (THOUSANDS OF DOLLARS) SALES AND SERVICE REVENUES Automated Data Systems $209,553 $207,985 Industrial Automation Systems: Integrated Production Systems 207,170 202,946 Advanced Manufacturing Equipment 68,104 82,469 -------- -------- Total Sales and Service Revenues $484,827 $493,400 ======== ======== SEGMENT OPERATING PROFIT Automated Data Systems $ 4,431 $ 7,650 Industrial Automation Systems: Integrated Production Systems 8,113 11,900 Advanced Manufacturing Equipment 2,267 1,982 -------- -------- Total Segment Operating Profit $ 14,811 $ 21,532 ======== ========
Sales and Service Revenues and Segment Operating Profit Total sales and service revenues decreased $8.6 million, or 2%, for the three months ended March 31, 2000, compared with the corresponding prior year period. Total segment operating profit decreased $6.7 million, or 31%, for the three months ended March 31, 2000, compared to the corresponding prior year period. Automated Data Systems: ADS segment revenues increased $1.6 million, or 1%, and operating profit decreased $3.2 million, or 42%, for the three months ended March 31, 2000, compared with the corresponding prior year period. The increase in sales was due to significant systems and solutions contracts at Intermec's European operations, partially offset by postponed projects for Direct Store Delivery (DSD) customers in the beverage industry. The decrease in operating profit was due to the sales mix containing a larger proportion of lower margin products and services. Integrated Production Systems: IPS segment revenues increased $4.2 million, or 2%, and related operating profit decreased $3.8 million, or 32%, for the three months ended March 31, 2000, compared with the corresponding prior year period. The increase in revenues is primarily attributable to strong domestic engineering orders, partially offset by low order levels and contracts in the early stages of completion at the UK operations. The decrease in operating profit was due to unabsorbed overhead and the resulting reduced margins caused by the decline in European sales. IPS backlog decreased from $627.7 million at December 31, 1999 to $603.6 million at March 31, 2000. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Advanced Manufacturing Equipment: AME segment revenues decreased $14.4 million, or 17%, while related operating profit increased $0.3 million, or 14%, for the three months ended March 31, 2000, compared with the corresponding prior year period. The decrease in revenues reflects a continuing decline in the general machine tool market. Operating profit as a percentage of sales increased due to headcount reductions and cost structure improvements made in response to the weak market conditions and the elimination of certain unprofitable and low-margin activities. AME backlog decreased from $102.5 million at December 31, 1999 to $89.0 million at March 31, 2000. Costs and Expenses Cost of sales increased $11.1 million from $352.3 million for the three months ended March 31, 1999 to $363.4 million for the three months ended March 31, 2000. The increase was due primarily to unabsorbed overhead at IPS' UK operations and the ADS sales mix containing a larger proportion of lower margin products and services. Selling, general and administrative ("SG&A") expenses decreased $12.1 million from $109.7 million for the three months ended March 31, 1999 to $97.6 million for the three months ended March 31, 2000. As a percentage of sales, SG&A decreased from 22% in 1999, to 20% in 2000. The percentage decrease is attributable to headcount reductions and cost-structure improvements in both the ADS and AME segments, partially offset by additional costs from the sale of undivided interests in UNOVA's trade accounts receivable. Depreciation and amortization expense increased from $16.6 million for the three months ended March 31, 1999 to $17.0 million for to the three months ended March 31, 2000 due to an increase in the machinery and equipment component of fixed assets. Net interest expense was $7.6 million and $9.1 million for the three months ended March 31, 2000 and 1999, respectively. The decrease is attributable to lower outstanding debt during the three months ended March 31, 2000 as compared to the same period in 1999, partially offset by increased short-term borrowing rates. LIQUIDITY AND CAPITAL RESOURCES Cash and marketable securities decreased from $25.2 million at December 31, 1999 to $16.7 million at March 31, 2000. Total debt increased from $429.4 million at December 31, 1999 to $458.3 million at March 31, 2000 due to the normal capital expenditures and working capital needs of the Company. The Company maintains two 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, the London Inter Bank Offered Rate, rates borne by certificates of deposit or other rates that are mutually acceptable to the banks and the Company, plus a respective rate margin that varies based on outstanding borrowing levels and the Company's credit rating. At April 28, 2000, $300.0 million of these credit facilities was available for the Company's general use. In April 2000, the Company signed a letter of intent to sell its Amtech Transportation Systems subsidiary, subject to finalization of sale terms and approvals by the Company's and buyer's boards of directors. The net assets and results of operations of Amtech Transportation Systems are not material to the Company's consolidated financial statements for all periods presented. 10 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) In June 1999, a financing subsidiary of UNOVA entered into an agreement to sell undivided interests in a revolving pool of the Company's trade accounts receivable to a financial institution which issues its short-term debt backed by receivables acquired in similar transactions. The financing subsidiary purchased these receivables, irrevocably and without recourse, from the Company under a separate agreement. Under the terms of these agreements, UNOVA is entitled to receive up to $100.0 million of proceeds from the sale of undivided interests in the receivables. At March 31, 2000 and December 31, 1999 net proceeds from these agreements of approximately $100.0 million have been reflected as a reduction of accounts receivable on the consolidated balance sheet. Costs associated with these agreements were $1.6 million for the three months ended March 31, 2000 and have been classified as selling, general and administrative expenses. The Company expects that cash flow from operations, along with available borrowing capacity, will be adequate to meet working capital and capital expenditure requirements for the next 12 months. FORWARD-LOOKING STATEMENTS The Company cautions readers that included in this quarterly report are certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements are based on management's beliefs as well as on assumptions made by and information currently available to management. They include, but are not limited to, statements about the Company's ability to meet its working capital and capital expenditure requirements. Such forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which could cause the Company's future results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. This report should be read in conjunction with the Company's Annual Report on Form 10-K which contains a fuller discussion of such risks, uncertainties, and assumptions. Readers are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 11 12 PART II. OTHER INFORMATION 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, 2000. (b) See Exhibit Index included herein on page E-1. 12 13 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 10, 2000 13 14 UNOVA, INC. INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 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 (the "$400,000,000 Credit Agreement"), 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 Amendment No. 4 to the $400,000,000 Credit Agreement dated November 24, 1999, filed as Exhibit 4.5 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 4.6 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. 4.7 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.
E-1 15 INDEX TO EXHIBITS (CONTINUED) 4.8 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. 4.9 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. 4.10 $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. 4.11 Amended and Restated Credit Agreement (364 Day Agreement), among UNOVA, Inc., the banks listed therein, and Morgan Guaranty Trust Company of New York, as agent, dated December 1, 1999, filed as Exhibit 4.11 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 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. 4.12 Transfer and Administration Agreement dated June 18, 1999, among Enterprise Funding Corporation, as Company, KCH Funding, L.L.C., as Transferor, UNOVA, Inc., Individually and as Servicer, and Nationsbank, N.A., as Lead Arranger, Agent and Bank Investor (the "Transfer and Administration Agreement"), filed as Exhibit 4.10 to the Company's June 30, 1999 Quarterly Report on Form 10-Q, and incorporated herein by reference. 4.13 Amendment No. 1 to the Transfer and Administration Agreement dated September 15, 1999, filed as Exhibit 4.13 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 4.14 Amendment No. 2 to the Transfer and Administration Agreement dated December 15, 1999, filed as Exhibit 4.14 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 4.15 Receivables Purchase Agreement dated June 18, 1999, between UNOVA, Inc., as Seller, and KCH Funding, L.L.C., as Purchaser (the "Receivables Purchase Agreement"), filed as Exhibit 4.11 to the Company's June 30, 1999 Quarterly Report on Form 10-Q, and incorporated herein by reference. 4.16 Amendment No.1 to the Receivable Purchase Agreement dated December 15, 1999, filed as exhibit 4.16 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference.
E-2 16 INDEX TO EXHIBITS (CONTINUED) 4.17 Originator Receivables Purchase Agreement dated June 18, 1999, among UNOVA Industrial Automation Systems, Inc. and Intermec Technologies Corporation, as Sellers, and UNOVA, Inc., as Purchaser, filed as Exhibit 4.12 to the Company's June 30, 1999 Quarterly Report on Form 10-Q, and incorporated herein by reference. 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 Form of Change of Control Employment Agreements with Alton J. Brann, Michael E. Keane, Norman L. Roberts, Larry D. Brady, Robert G. O'Malley and certain other officers of the Company, 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 Amendment to the Form of Change of Control Employment Agreements with Alton J. Brann, Larry D. Brady, Michael E. Keane, Robert G. O'Malley and certain other officers of the Company, filed as Exhibit 10.6 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 10.7 Form of Change of Control Employment Agreement with Charles E. Wolfbauer and certain other officers of the Company, filed as Exhibit 10.7 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 10.8 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. 10.9 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.
E-3 17 INDEX TO EXHIBITS (CONTINUED) 10.10 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. 10.11 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. 10.12 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. 10.13 Amendment No. 5 to Employment Agreement between Intermec Technologies Corporation and Michael Ohanian, dated May 18, 1999, filed as Exhibit 10.11 to the Company's June 30, 1999 Quarterly Report on Form 10-Q, and incorporated herein by reference. 10.14 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. 10.15 Amendment No. 1 to the UNOVA, Inc. Director Stock Option and Fee Plan filed as Exhibit 10.13 to the Company's September 30, 1999 Quarterly Report on Form 10-Q, and incorporated herein by reference. 10.16 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. 10.17 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. 10.18 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. 10.19 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. 10.20 Amendment No. 3 to UNOVA, Inc. Supplemental Executive Retirement Plan, dated March 15, 2000, filed as Exhibit 10.20 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 10.21 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.
E-4 18 INDEX TO EXHIBITS (CONTINUED) 10.22 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. 10.23 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. 10.24 Amendment No. 3 to Supplemental Executive Retirement Agreement between UNOVA, Inc. and Alton J. Brann, dated March 15, 2000.* 10.25 Supplemental Executive Retirement Plan between UNOVA, Inc. and Larry D. Brady dated March 15, 2000, filed as Exhibit 10.25 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 10.26 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. 10.27 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. 10.28 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. 10.29 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. 10.30 Removed and reserved. 10.31 UNOVA, Inc. Executive Severance (As Amended November 18, 1999), filed as Exhibit 10.31 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 10.32 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. 10.33 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. 10.34 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.
E-5 19 INDEX TO EXHIBITS (CONTINUED) 10.35 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. 10.36 UNOVA, Inc. Management Incentive Compensation Plan, filed as Annex B to the Company's 1999 Proxy Statement, and incorporated herein by reference. 10.37 UNOVA, Inc. Group Executive Medical Benefit Plan, filed as Exhibit 10.37 to the Company's 1999 Annual Report on Form 10-K, and incorporated herein by reference. 10.38 Letter Offering Employment to Larry D. Brady as President and Chief Operating Officer of UNOVA, Inc., as accepted by Mr. Brady on June 16, 1999, filed as Exhibit 10.32 to the Company's June 30, 1999 Quarterly Report on Form 10-Q, and incorporated herein by reference. 10.39 Restricted Stock Agreement between UNOVA, Inc. and Larry D. Brady, filed as Exhibit 10.34 to the Company's September 30, 1999 Quarterly Report on Form 10-Q, and incorporated herein by reference. 10.40 Letter of Offering Employment to Robert O'Malley as President of Intermec Technologies Corporation, as accepted by Mr. O'Malley on May 26, 1999, filed as Exhibit 10.40 to the Company's 1999 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 are included in this Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission.
E-6 EX-10.24 2 EXHIBIT 10.24 1 EXHIBIT 10.24 AMENDMENT NO. 3 TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This Amendment No. 3 to Supplemental Executive Retirement Agreement (this "Amendment"), made and entered into as of this 15th day of March, 2000, by and between UNOVA, Inc., a Delaware corporation (the "Company"), and Alton J. Brann, its Chairman and Chief Executive Officer (the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive have previously entered into a certain Supplemental Executive Retirement Agreement dated as of October 31, 1997, as amended by Amendment No. 1 thereto dated September 23, 1998, and Amendment No. 2 thereto dated March 11, 1999 (as so amended, the "Retirement Agreement"); and WHEREAS, the Company and the Executive deem it desirable that the Retirement Agreement be further amended as hereinafter set forth; NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Section 2.3 of the Retirement Agreement is hereby further amended so that said Section 2.3 shall read in its entirety as follows: Section 2.3 "Average Earnings" shall mean the average of gross base salary payments plus Bonuses as defined in Section 2.6 from the Company (as used in this Section 2.3 and hereinafter the term "Company" shall have the meaning specified in Section 2.12) to the Executive in any three twelve consecutive month periods (with no overlap), in which such Executive's gross base salary payments plus gross Bonuses are the highest, in the Executive's final 120 months of employment. For all purposes of calculating "Average Earnings" under this Supplemental Plan "gross base salary" shall include all payments credited to Executive related to base compensation before subtracting any amounts deferred pursuant to Section 401(k) or 125 of the Code or deferred at the election of the Executive pursuant to any plan of the Company which permits such deferral, but does not include any amounts credited as compensation to Executive as a result of the grant or exercise of any award under any Company stock-based plan. (a). Average Earnings for purposes of calculating Disability or Death Benefit for or with respect to Executive shall be calculated using the 120 months that include and precede the month that his Disability commenced. If Executive has returned to active employment with the Company after a period of Disability but does not have a minimum of 36 consecutive calendar months of employment with the Company after such return to active employment, then Average Earnings shall be calculated by the Committee in accordance with subparagraph (e). 2 (b). Average Earnings in the case Executive dies while employed by the Company and prior to attaining age 62 shall be calculated using the 120 months that include and precede the month of Executive's death (or Disability, in the case Executive dies while Disabled). (c). For purposes of calculating a lump sum payment pursuant to Section 3.1(c) in the event of a Change of Control, with respect to Executive (other than while Disabled or when deceased) and who is an Active Participant as of the date of such calculation, Average Earnings shall be calculated as if Executive's employment with the Company ended on such date or the date as revised pursuant to the terms of any Change of Control Agreement existing between the Company and the Executive ("Change of Control Agreement" shall mean any agreement between the Company and the Executive which provides for the employment of Executive and/or the payment of compensation to Executive upon or following a Change of Control). (d). For purposes of calculating Average Earnings, Executive's gross base salary plus gross Bonuses received while employed by Western Atlas or Litton, if and to the extent such Western Atlas or Litton employment is included within the period of 120 months to be used in such calculation, shall be taken into account to the extent Executive's benefits under the Western Atlas retirement plans were transferred to the Company pursuant to the Employee Benefits Agreement between Western Atlas and UNOVA, Inc. (the "Employee Benefits Agreement"). (e). Notwithstanding the foregoing, the Committee may determine Average Earnings for the purposes of this Section by another methodology, if that method is more advantageous to Executive. 2. Clause (1) of subsection (a) of Section 3.1 of the Retirement Agreement is hereby amended to read in its entirety as follows: "(1) attained age 60"; 3. Subsection (b) of Section 3.1 of the Retirement Agreement is hereby amended to delete the reference to the number "62" in the title and in the text of such subsection and to substitute in lieu thereof the number "60." 4. The first sentence of Section 3.2 of the Retirement Agreement is hereby amended so as to read in its entirety as follows: "Executive's annual Retirement Benefit shall be the amount resulting from (A) multiplying Average Earnings by the Percentage Factor set forth in Exhibit A attached hereto and made a part hereof corresponding to the age of Executive at the earlier of the date of Executive's retirement or the age of Executive upon Executive's termination of employment for any reason other than a Change of Control or the age of Executive while an Active Participant as of the date of a Change of Control except as such Retirement Benefit is adjusted pursuant to Section 3.1(c) and Section 3.6(c) and (B) subtracting from the product so obtained -2- 3 the Offset Amount; provided however, that if payment of the Retirement Benefit commences prior to the Executive's 62nd birthday, and no Change of Control has occurred, the amount computed pursuant to this Section 3.2 shall be reduced by 1/2 of 1% for each month by which the commencement of payment of the Executive's Retirement Benefit precedes the Executive's 62nd birthday." 5. Section 3.3 of the Retirement Agreement is hereby amended to delete both references to the number "62" and to substitute in lieu thereof the number "60." 6. Subsection (b) of Section 3.4 of the Retirement Agreement is hereby deleted in its entirety." 7. The final sentence of subsection (b) of Section 3.5 is hereby amended to read in its entirety as follows: "If Executive, who has satisfied the conditions of Section 3.1(a)(3) (including consideration of Years of Service accrued for Disabled or deceased Participants pursuant to Section 2.1), dies prior to the commencement of the payment of Retirement Benefits, and was married at the date of death, the spouse Beneficiary of Executive shall have the right to a survivor Retirement Benefit, commencing at the date Executive would have attained age 62, except for the fact that the Participant died prior to attaining age 62, or at the election of the spouse Beneficiary of Executive, a date on which Executive would have attained an age between 60 and 62 (subject to the reduction factor specified in Section 3.2), or commencing on the first day of the month following the month in which the Executive died, if the Executive continued in continuous employment with the Company after attaining age 62 and until the date of Executive's death, calculated under Section 3.2 as if the Executive had survived to such entitlement date and begun receiving payment of the Retirement Benefit at such entitlement date as a joint and 100% survivor annuity and then died on the following date." 8. Section 4.3 of the Retirement Agreement is hereby amended to read in its entirety as follows: "Section 4.3 Spouse Retirement Benefit. To the extent that a spouse Beneficiary is receiving a Death Benefit on the date the Executive would have attained age 62, or such earlier age elected by the spouse Beneficiary of Executive under Section 3.5, the spouse Beneficiary thereafter shall receive a Retirement Benefit pursuant to Article III, if eligible, in the amount calculated pursuant to Article III, and no further Death Benefit payments shall be payable to the spouse Beneficiary or to any Dependent Children Beneficiaries or otherwise." 9. Section 6.2 of the Retirement Agreement is hereby amended to delete the four references therein to the number "62" and to substitute in lieu thereof the number "60." 10. Except as specifically amended hereby, each and every term of the Retirement Agreement is hereby ratified, approved, and confirmed. -3- 4 11. This Amendment shall be deemed effective for all purposes on and as of the date hereof. 12. This Amendment shall be governed by the laws of Delaware. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. UNOVA, INC. By: /s/ Virginia S. Young ------------------------------------ Title: VP & Secretary --------------------------------- /s/ Alton J. Brann --------------------------------------- Alton J. Brann -4- EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 1 16,746 0 531,935 0 298,717 1,025,495 473,526 207,556 1,812,568 574,446 458,319 0 0 556 728,236 1,812,568 484,827 484,827 363,385 363,385 114,634 0 8,385 (804) (310) (494) 0 0 0 (494) (.01) (.01)
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