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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q/A

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-13279

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UNOVA, INC.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (818) 992-3000

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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 ý    No o

On July 31, 2002 there were 58,400,154 shares of Common Stock outstanding, exclusive of treasury shares.

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UNOVA, INC.
INDEX
REPORT ON FORM 10-Q/A
FOR THE QUARTER ENDED JUNE 30, 2002

EXPLANATORY NOTE

The registrant (the "Company") is filing this Form 10-Q/A for the period ended June 30, 2002 solely to properly reflect that Unitrin, Inc. continues to own approximately 22% of the Company's outstanding common shares (See note 11). The number of shares owned by Unitrin, Inc., as disclosed in the Company's 2002 Proxy Statement and incorporated by reference in the Company's annual report on Form 10-K for the period ended December 31, 2001, has remained unchanged since the Company's inception.

       

					Page Number
PART I. FINANCIAL INFORMATION
	ITEM 1.		Financial Statements
			Consolidated Statements of Operations                 Six Months Ended June 30, 2002 and 2001 (unaudited)		1
			Consolidated Statements of Operations                 Three Months Ended June 30, 2002 and 2001 (unaudited)		2
			Consolidated Balance Sheets                 June 30, 2002 and December 31, 2001 (unaudited)		3
			Consolidated Statements of Cash Flows                 Six Months Ended June 30, 2002 and 2001 (unaudited)		4
			Notes to Consolidated Financial Statements (unaudited)		5
Signature					12

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNOVA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
(unaudited)

       

See accompanying notes to consolidated financial statements.

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UNOVA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
(unaudited)

				Three Months Ended June 30,
				2002			2001
Sales and Service Revenues				$	355,249		$	411,894
Costs and Expenses
	Cost of sales and service				237,900			302,790
	Selling, general and administrative				77,753			91,889
	Depreciation and amortization				8,830			16,188
	Interest, net				6,167			8,729
		Total Costs and Expenses			330,650			419,596
Goodwill Impairment and Special Charges								(35,595	)
Other Income								75,104
Earnings before Income Taxes					24,599			31,807
Provision for Income Taxes					(2,349	)		(34,609	)
Net Earnings (Loss)				$	22,250		$	(2,802	)
Basic Earnings (Loss) per Share				$	0.39		$	(0.05	)
Diluted Earnings (Loss) per Share				$	0.38		$	(0.05	)
Shares Used in Computing Basic Earnings (Loss) per Share					57,582			56,515
Shares Used in Computing Diluted Earnings (Loss) per Share					58,612			56,515

       

See accompanying notes to consolidated financial statements.

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UNOVA, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)

				June 30, 2002			December 31, 2001
ASSETS
Current Assets
	Cash and cash equivalents			$	86,804		$	103,714
	Accounts receivable, net				377,386			375,883
	Inventories, net of progress billings				185,407			189,427
	Deferred tax assets				69,923			77,172
	Other current assets				10,924			13,099
		Total Current Assets			730,444			759,295
Property, Plant and Equipment, net of accumulated depreciation     of $254,748 (June 30, 2002) and $245,051 (December 31, 2001)					144,831			174,136
Goodwill and Other Intangibles, Net					84,378			87,110
Deferred Tax Assets					106,918			101,477
Other Assets					81,932			84,960
Total Assets				$	1,148,503		$	1,206,978
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
	Accounts payable and accrued expenses			$	275,503		$	324,063
	Payroll and related expenses				95,228			100,348
		Total Current Liabilities			370,731			424,411
Long-term Obligations					249,800			281,500
Other Long-term Liabilities					110,118			103,093
Shareholders' Investment
	Common stock				584			581
	Additional paid-in capital				672,665			669,389
	Accumulated deficit				(236,634	)		(240,726	)
	Accumulated other comprehensive loss—cumulative currency     translation adjustment				(18,761	)		(31,270	)
		Total Shareholders' Investment			417,854			397,974
Total Liabilities and Shareholders' Investment				$	1,148,503		$	1,206,978

       

See accompanying notes to consolidated financial statements.

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UNOVA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

       

See accompanying notes to consolidated financial statements.

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UNOVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

UNOVA, Inc. and subsidiaries ("UNOVA" or the "Company") is a leading global supplier of automated data collection systems, wireless networks and mobile computing products for non-office applications and of manufacturing systems technologies primarily for the automotive, aerospace and heavy equipment industries. The Company is headquartered in Woodland Hills, California and incorporated in the state of Delaware.

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, 2001. 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

Inventories, net of progress billings comprise the following (thousands of dollars):

3.    Goodwill and Other Intangibles, Net

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which provides guidance on post-acquisition accounting for goodwill and intangibles, including the discontinuance of goodwill amortization, in favor of periodic impairment testing. SFAS 142 became effective for the Company on January 1, 2002, at which time the Company ceased amortizing its goodwill. Additionally, the Company has completed the transitional fair value based impairment test and determined that as of January 1, 2002 none of the recorded goodwill was impaired. Fair value was determined based on a discounted cash flow model.

As of January 1, 2002, all of the Company's goodwill is allocated to its Integrated Production Systems ("IPS") segment. The changes in the carrying amount of goodwill for the six months ended June 30, 2002 were as follows (thousands of dollars):

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The following table sets forth net earnings (loss) and basic and diluted earnings (loss) per share, excluding goodwill amortization (thousands of dollars, except per share amounts):

SFAS 142 requires that intangible assets that do not meet the criteria for recognition apart from goodwill be reclassified and that intangibles with indefinite lives cease to be amortized in favor of periodic impairment testing. The Company determined that as of January 1, 2002, the classification and useful lives of identifiable intangible assets continue to be appropriate.

The gross carrying amount and accumulated amortization of the Company's amortized intangibles are as follows (thousands of dollars):

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Amortization expense on intangible assets for the six and three months ended June 30, 2002 was $0.7 million and $0.4 million, respectively, and was $1.5 million and $0.7 million for the respective corresponding prior year periods. Estimated amortization expense for the current and succeeding five fiscal years are as follows (thousands of dollars):

       

4.    Debt and Interest

The Company maintains three secured long-term credit facilities: a $200 million asset-based revolving credit facility (the "Revolving Facility"), a term loan (the "Term Loan") and a £15.0 million revolving facility and related overdraft facility (collectively, the "UK Facility").

On March 1, 2002, the financial covenants of the Revolving Facility and Term Loan were amended. Effective for the year 2002, the amendments remove the Fixed Charge Coverage test and add a Free Cash Flow test, as defined in the amendments. The Free Cash Flow test is only applicable if average Availability on the Revolving Facility is less than $50.0 million and outstanding borrowings on the Revolving Facility exceed $10.0 million. Provisions were added, applicable for the remaining term of the Revolving Facility, to maintain Minimum Availability of $30.0 million and remove the Minimum Domestic EBITDA test.

As of June 30, 2002, $41.3 million was outstanding under the Term Loan at an annual interest rate of 13.0% and no borrowings were outstanding under the Revolving Facility or the UK Facility.

In July 2002, the Company received cash proceeds from intellectual property settlements (See note 12) and used $20.0 million of the proceeds to repay a portion of the Term Loan.

Interest, net comprises the following (thousands of dollars):

5.    Special Charges and Exit Activities

In March 2002, the IPS segment sold its plastics extrusion equipment business ("Plastics") resulting in a loss of $4.7 million, including $2.8 million of allocated goodwill. The net assets and results of operations for Plastics are not material for all periods presented.

During the second quarter 2001, the IPS segment initiated closure of substantially all of its R&B Machine Tool Company and MM&E, Inc. facilities. Certain remaining manufacturing activities were consolidated into other IPS units. This action, which was substantially complete at

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December 31, 2001, resulted in the accrual of severance costs for 217 employees totaling $3.0 million and other plant closure costs of $1.6 million. The related review of goodwill and long-lived assets for impairment resulted in a non-cash goodwill impairment charge of $31.0 million. The estimated fair value of goodwill was computed based on discounted expected future cash flows from remaining operations.

During the fourth quarter 2001, the AME segment initiated a plan to reduce vertical integration in its manufacturing process and consolidate plant facilities. The plan includes outsourcing of certain manufacturing activities, termination of employees and the disposition of plant and equipment by a combination of sale and abandonment. This action, which is now expected to be substantially complete in 2003, resulted in the accrual of severance costs for 75 employees totaling $1.5 million and other plant closure costs of $1.8 million. As of June 30, 2002, amounts paid and charged against these accruals were not material and no employees have been terminated.

During the fourth quarter 2001, the ADS segment initiated a plan to eliminate certain engineering activities, terminate related employees and close a leased facility, resulting in the accrual of severance costs for 42 employees totaling $1.5 million and lease termination and other closure costs of $5.9 million. During the six months ended June 30, 2002, $1.3 million in severance costs were paid and charged against the accrual. All other actions under this plan were substantially complete as of June 30, 2002.

6.    Other Income

During the second quarter 2001, the Company completed a partial settlement of its U.S. defined benefit pension plan obligations through the purchase of nonparticipating annuity contracts. In connection with the settlement, surplus plan assets of $175.7 million reverted to the Company. After applicable excise and income taxes, the Company received net cash of $122.0 million and real estate with a fair value of $15.3 million. The settlement resulted in pension income of $114.0 million, and a net pre-income tax book gain of $75.1 million after excise taxes. The Company also reduced the related prepaid pension asset in accordance with Statement of Financial Accounting Standards No. 88 "Employer's Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination of Benefits."

7.    Provision for Income Taxes

The provision for income taxes for the six and three months ended June 30, 2002 is primarily related to foreign and state taxes, as domestic income taxes are offset by net operating loss carryforwards. The provision for income taxes for the six and three months ended June 30, 2001, reflects the impact of nondeductible goodwill impairment and nondeductible excise taxes relating to the reversion of surplus pension plan assets.

8.    Earnings (Loss) per Share and Shareholders' Investment

Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding and issuable for the applicable period. Diluted earnings (loss) per share is computed using basic weighted average shares plus the dilutive effect of unvested restricted stock and outstanding stock options using the "treasury stock" method. Shares used for basic and diluted earnings (loss) per share were computed as follows:

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At June 30, 2002 and 2001, Company employees and directors held options to purchase 4,273,105 and 6,554,340 shares, respectively, of Company common stock that were antidilutive to the diluted earnings (loss) 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 and the Company reports net earnings. For the six and three month periods ended June 30, 2001, diluted weighted average shares exclude 368,706 and 364,354 weighted average unvested restricted shares, respectively, due to the Company reporting a net loss.

9.    Comprehensive Earnings (Loss)

The Company's comprehensive earnings (loss) amounts were computed as follows (thousands of dollars):

10.  Segment Reporting

The Company has three reportable segments, Automated Data Systems ("ADS"), Integrated Production Systems ("IPS") and Advanced Manufacturing Equipment ("AME"). Segments are determined principally on the basis of their products and services. The ADS segment comprises the Company's wholly owned subsidiary Intermec Technologies Corporation ("Intermec"). The IPS segment comprises the Lamb Machining Systems division, the Lamb Body & Assembly Systems division and the Landis Grinding Systems division. The AME segment comprises the Cincinnati Machine division. For evaluation purposes, the Company aggregates the IPS and AME reportable segments into the Industrial Automation Systems ("IAS") business. The Company uses operating profit or loss, which is computed by adding net interest expense to earnings or loss before taxes on income, to evaluate performance.

Corporate and other amounts include corporate operating costs and currency transaction gains and losses. Assets classified as corporate and other amounts consist of cash and cash equivalents, prepaid pension costs, deferred tax assets relating to net operating loss and tax credit carryforwards and other corporate assets. Activities are primarily product sales oriented. Export sales are not material. Intrasegment transactions have been eliminated and there are no material intersegment transactions.

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Operations by Business Segment
(millions of dollars)

11.  Related Party Transactions

Included in other assets are amounts due from certain Company officers and other executives of $0.6 million and $0.9 million at June 30, 2002 and December 31, 2001, respectively.

Unitrin, Inc., a significant shareholder of the Company, owning approximately 22% of the Company's outstanding common shares, and various of its subsidiaries (collectively, "Unitrin") participates as a lender in the Term Loan. As of June 30, 2002, Unitrin had committed and funded $17.3 million of the $41.3 million outstanding under the Term Loan. Interest expense associated with amounts funded by Unitrin for the six and three months ended June 30, 2002 was $1.7 and $0.7 million, respectively.

During the six and three months ended June 30, 2001, the Company leased executive offices that are located in a building that was owned by the UNOVA Master Trust, an entity which holds the assets of the Company's primary U.S. pension plans. In conjunction with the reversion of surplus pension plan assets in June 2001, ownership of the building was transferred to the Company and the lease agreement was terminated. Rental expense under the provisions of this lease for the six and three months ended June 30, 2001 was $0.4 million and $0.1 million, respectively. In April 2002, the Company sold the building to an independent buyer.

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12.  Intellectual Property Settlements

During the second quarter 2001, the Company received compensation in relation to a settlement regarding certain of its intellectual property. Additionally, the Company received compensation in relation to another settlement in the second quarter 2002 and two settlements during July 2002, all regarding the same intellectual property. The terms of these settlements are confidential. Cash proceeds from these settlements resulted in a significant, positive impact on the Company's revenues and results of operations for the six and three months ended June 30, 2001 and 2002. Cash proceeds from the July 2002 settlements will also result in a significant, positive impact on the Company's revenues and results of operations for the nine and three months ending September 30, 2002.

13.  Recent Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections". The statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt", SFAS No. 44, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and SFAS No. 64, "Accounting for Intangible Assets of Motor Carriers" and amends SFAS 13,"Accounting for Leases" and other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. This statement becomes effective for the Company on January 1, 2003. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. This statement becomes effective for the Company on January 1, 2003. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

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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 thereunto duly authorized.

		UNOVA, INC. (Registrant)
		By		/s/  MICHAEL E. KEANE       Michael E. Keane Senior Vice President and Chief Financial Officer
				August 16, 2002

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QuickLinks

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS