8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   February 3, 2005

UNOVA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13279	95-4647021
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

6001 36th Avenue West Everett, Washington www.unova.com	98203-1264 (Zip Code)
(Address of principal executive offices and internet site)
Registrant’s telephone number, including area code:    (425) 265-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

UNOVA, Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K, dated February 3, 2005, to report adjustments to earnings from continuing operations and earnings from discontinued operations for the quarter and fiscal year ended December 31, 2003.

The earnings release issued by the Company on February 7, 2005 and attached as an exhibit to the Current Report on Form 8-K filed the following day reported a divestiture plan for the Company’s Industrial Automation Systems (“IAS”) business and reflects IAS as discontinued operations.

Based on the Company’s further analysis related to the allocation of the income tax provision between continuing operations and discontinued operations for 2003, the Company adjusted the related tax allocation.  The net loss and loss per share for the quarter and fiscal year ended December 31, 2003 were not changed by these adjustments. Earnings from continuing operations for the fourth quarter and fiscal year 2003 were $0.18 and $0.25 per diluted share, respectively.  In the Company’s earnings release dated February 7, 2005, the Company reported earnings from continuing operations for the fourth quarter and fiscal year 2003 of $0.05 and $0.13 per diluted share, respectively. The loss from discontinued operations for the fourth quarter and fiscal year 2003 were ($0.22) and ($0.57) per diluted share, respectively, compared to the previously reported ($0.09) and ($0.45) per diluted share, respectively.

Fiscal year 2004 earnings from continuing operations are as previously reported at $52.2 million, or $0.84 per diluted share, compared to the revised 2003 earnings from continuing operations of $15.2 million, or $0.25 per diluted share.  Earnings from continuing operations for the quarter ended December 31, 2004 are as previously reported at $26.4 million, or $0.42 per diluted share, compared to the revised $10.9 million, or $0.18 per diluted share for the fourth quarter of 2003.

The Company also reclassified $14.7 million previously reported in other long-term liabilities of discontinued operations in the Form 8-K dated February 3, 2005, to accumulated other comprehensive income in its balance sheet as of December 31, 2004.  This amount is expected to be removed from the balance sheet upon the divestiture of the IAS business and relates to cumulative translation adjustments and minimum pension liabilities adjustments.

Certain other amounts have been reclassified in the revised consolidated balance sheets and revised consolidated statement of cash flows to conform with the 2004 presentation the Company expects to reflect in its 2004 consolidated financial statements to be filed with its annual report on Form 10-K.

Attached as Exhibit 99.1 are the Company’s revised preliminary Consolidated Statements of Operations for the three months and fiscal years ended December 31, 2003 and 2004, the revised preliminary Consolidated Balance Sheets for the years ended December 31, 2003 and 2004, and the revised preliminary Consolidated Statement of Cash Flows for the year ended December 31, 2004.  These financial statements are presented in  formats consistent with those in the earnings release attached as an exhibit to the original Current Report on Form 8-K.

Item 9.01           Financial Statements and Exhibits

(c)  Exhibits.

The following exhibit is furnished as part of this report:

Exhibit
Number	Description
99.1	Revised Consolidated Statements of Operations (Preliminary), Revised Consolidated Balance Sheets (Preliminary) and Revised Consolidated Statement of Cash Flows (Preliminary).

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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 hereunto duly authorized.

UNOVA, INC.
By:	/s/ MICHAEL E. KEANE
	Michael E. Keane
	Senior Vice President and
	Chief Financial Officer

March 9, 2005

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EX-99.1

Exhibit 99.1

UNOVA, INC.

(Unaudited, amounts in thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2004			2003			2004			2003
CONSOLIDATED STATEMENTS OF OPERATIONS (Preliminary)
Sales and Service Revenues	$	236,919		$	185,940		$	811,317		$	706,583
Costs and Expenses
Cost of sales and service	138,257			112,606			465,430			416,623
Selling, general and administrative	77,324			64,880			279,868			245,633
Special charges	191			849			1,306			1,662
Total Costs and Expenses	215,772			178,335			746,604			663,918
Operating Profit From Continuing Operations	21,147			7,605			64,713			42,665
Other Income (Expense)
Interest, net	(2,918		)	(2,913		)	(12,361		)	(13,085		)
Foreign currency exchange, net	(763		)	3,024			(1,675		)	1,242
Total Other Income (Expense)	(3,681		)	111			(14,036		)	(11,843		)
Earnings from Continuing Operations before Income Taxes	17,466			7,716			50,677			30,822
Provision (Benefit) for income taxes	(8,980		)	(3,069		)	(1,504		)	15,650
Earnings from Continuing Operations	26,446			10,785			52,181			15,172
Loss from discontinued operations, net of tax	(97,663		)	(13,034		)	(101,310		)	(34,439		)
Net Loss	$	(71,217	)	$	(2,249	)	$	(49,129	)	$	(19,267	)
Basic Earnings (Loss) per Share
Continuing operations	$	0.44		$	0.18		$	0.86		$	0.26
Discontinued operations	(1.61		)	(0.22		)	(1.67		)		(0.59	)
Net loss per share	$	(1.17	)	$	(0.04	)	$	(0.81	)	$	(0.33	)
Diluted Earnings (Loss) per Share
Continuing operations	$	0.42		$	0.18		$	0.84		$	0.25
Discontinued operations	(1.56		)	(0.22		)	(1.63		)	(0.57		)
Net loss per share	$	(1.14	)	$	(0.04	)	$	(0.79	)	$	(0.32	)
Shares Used in Computing Earnings (Loss) per Share
Basic	60,780			59,454			60,502			58,828
Diluted	62,374			61,428			62,154			60,234

SELECTED SEGMENT INFORMATION (Preliminary)
Revenues from Continuing Operations
Product Related Revenues	$	199,129		$	152,873		$	654,867		$	561,362
Service and Service Related Revenues	37,790			33,067			136,800			126,553
Intellectual Property Settlements							19,650			18,668
Total Revenues	$	236,919		$	185,940		$	811,317		$	706,583
Operating Profit (Loss) From Continuing Operations
Automated Data System Operating Profit	$	29,011		$	13,107		$	89,740		$	65,781
Corporate and Other	(7,673		)	(4,653		)	(23,721		)	(21,454		)
Special Charges	(191		)	(849		)	(1,306		)	(1,662		)
Operating Profit From Continuing Operations	$	21,147		$	7,605		$	64,713		$	42,665

UNOVA, INC.

CONSOLIDATED BALANCE SHEETS (Preliminary)

(Unaudited, amounts in thousands)

	December 31,			December 31,
Assets	2004			2003
Current Assets
Cash and cash equivalents	$	217,899		$	238,447
Restricted cash	50,000			—
Accounts receivable, net	157,833			137,732
Inventories	80,854			73,171
Net deferred tax assets	81,769			71,229
Assets held for sale	19,748			23,840
Assets of discontinued operations	211,116			196,860
Other current assets	8,831			19,668
Total Current Assets	828,050			760,947
Property, Plant and Equipment, Net	30,375			30,231
Other Intangibles, Net	4,072			4,336
Net Deferred Tax Assets	134,978			111,820
Long Term Assets of Discontinued Operations	21,238			119,224
Other Assets	53,964			64,259
Total Assets	$	1,072,677		$	1,090,817
Liabilities and Shareholders' Investment
Current Liabilities
Accounts payable and accrued expenses	$	160,001		$	152,542
Payroll and related expenses	30,077			33,271
Current portion of long-term obligations	108,500			—
Current liabilities of discontinued operations	130,257			134,706
Total Current Liabilities	428,835			320,519
Long-term Obligations	100,000			208,500
Other Long-term Liabilities	86,220			78,862
Long Term Liabilities of Discontinued Operations	46,388			52,108
Shareholders' Investment
Common stock	611			605
Additional paid-in capital	703,416			690,745
Accumulated deficit	(306,695		)	(257,566		)
Accumulated other comprehensive income (loss)	13,902			(2,956		)
Total Shareholders' Investment	411,234			430,828
Total Liabilities and Shareholders' Investment	$	1,072,677		$	1,090,817

UNOVA, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (Preliminary)

(Unaudited, amounts in thousands)

Year Ended December 31, 2004

Cash and Cash Equivalents at Beginning of Period	$	238,447
Cash Flows from Operating Activities:
Net earnings from continuing operations	52,181
Adjustments to reconcile net earnings to net cash provided in operating activities:
Depreciation and amortization	10,847
Changes in working capital and other operating activities	(18,272		)
Net Cash Provided by Operating Activities of Continuing Operations	44,756
Cash Flows from Investing Activities:
Capital expenditures	(10,284		)
Other investing activities	3,801
Net Cash Used in Investing Activities of Continuing Operations	(6,483		)
Cash Flows from Financing Activities:
Cash restricted for repayment of debt	(50,000		)
Stock options exercised	5,683
Other financing activities	211
Net Cash Used in Financing Activities of Continuing Operations	(44,106		)
Net Cash Used in Continuing Operations	(5,833		)
Net Cash Used in Operating Activities of Discontinued Operations	(13,274		)
Net Cash Provided by Investing Activities of Discontinued Operations	(1,441		)
Resulting Decrease in Cash and Cash Equivalents	(20,548		)
Cash and Cash Equivalents at End of Period	$	217,899