Edgar Filing: CUMMINS INC

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: August 1, 2017

CUMMINS INC.

(Exact name of registrant as specified in its charter)



Indiana (State or other Jurisdiction of Incorporation)	1-4949 (Commission File Number)	35-0257090 (I.R.S. Employer Identification No.)

500 Jackson Street

P. O. Box 3005

Columbus, IN 47202-3005

(Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code: (812) 377-5000

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 (see General Instruction A.2. below):



[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Item 2.02. Results of Operations and Financial Condition.

On August 1, 2017, Cummins Inc. (“Cummins,” “the Company,” “the registrant,” “we,” “our,” or “us”) issued the attached press release reporting its financial results for the second quarter of 2017, which is furnished herewith as Exhibit 99.

The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.


(d)	The following exhibit is furnished pursuant to Item 2.02 herewith:

99-Press Release dated August 1, 2017

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.

Date: August 1, 2017

CUMMINS INC.

/s/ CHRISTOPHER C. CLULOW

Christopher C. Clulow

Vice President - Corporate Controller
(Principal Accounting Officer)

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited) (a)



	Three months ended
In millions, except per share amounts	July 2, 2017		July 3, 2016
NET SALES	$	5,078	$	4,528
Cost of sales	3,829		3,331
GROSS MARGIN	1,249		1,197
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses	596		524
Research, development and engineering expenses	174		155
Equity, royalty and interest income from investees	98		88
Loss contingency	—		39
Other operating income (expense), net	18		—
OPERATING INCOME	595		567
Interest income	5		6
Interest expense	21		16
Other income (expense), net	20		18
INCOME BEFORE INCOME TAXES	599		575
Income tax expense	158		148
CONSOLIDATED NET INCOME	441		427
Less: Net income attributable to noncontrolling interests	17		21
NET INCOME ATTRIBUTABLE TO CUMMINS INC.	$	424	$	406

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.
Basic	$	2.53	$	2.41
Diluted	$	2.53	$	2.40

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	167.3		168.8
Diluted	167.8		169.0

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	1.025	$	0.975

^(a) Prepared on an unaudited basis in accordance with accounting principles generally accepted in the United States of America.

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited) (a)




	Six months ended
In millions, except per share amounts	July 2, 2017		July 3, 2016
NET SALES	$	9,667	$	8,819
Cost of sales	7,290		6,566
GROSS MARGIN	2,377		2,253
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses	1,133		1,014
Research, development and engineering expenses	332		321
Equity, royalty and interest income from investees	206		160
Loss contingency	—		39
Other operating income (expense), net	23		(2		)
OPERATING INCOME	1,141		1,037
Interest income	7		12
Interest expense	39		35
Other income (expense), net	38		26
INCOME BEFORE INCOME TAXES	1,147		1,040
Income tax expense	301		280
CONSOLIDATED NET INCOME	846		760
Less: Net income attributable to noncontrolling interests	26		33
NET INCOME ATTRIBUTABLE TO CUMMINS INC.	$	820	$	727

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.
Basic	$	4.90	$	4.27
Diluted	$	4.88	$	4.26

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	167.4		170.3
Diluted	167.9		170.5

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	2.05	$	1.95

^(a) Prepared on an unaudited basis in accordance with accounting principles generally accepted in the United States of America.

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (a)



In millions, except par value	July 2, 2017			December 31, 2016
ASSETS
Current assets
Cash and cash equivalents	$	1,293		$	1,120
Marketable securities	174			260
Total cash, cash equivalents and marketable securities	1,467			1,380
Accounts and notes receivable, net	3,553			3,025
Inventories	2,982			2,675
Prepaid expenses and other current assets	600			627
Total current assets	8,602			7,707
Long-term assets
Property, plant and equipment	7,804			7,635
Accumulated depreciation	(4,017		)	(3,835		)
Property, plant and equipment, net	3,787			3,800
Investments and advances related to equity method investees	1,162			946
Goodwill	488			480
Other intangible assets, net	339			332
Pension assets	852			731
Other assets	1,030			1,015
Total assets	$	16,260		$	15,011

LIABILITIES
Current liabilities
Accounts payable (principally trade)	$	2,300		$	1,854
Loans payable	54			41
Commercial paper	134			212
Accrued compensation, benefits and retirement costs	475			412
Current portion of accrued product warranty	392			333
Current portion of deferred revenue	520			468
Other accrued expenses	974			970
Current maturities of long-term debt	45			35
Total current liabilities	4,894			4,325
Long-term liabilities
Long-term debt	1,564			1,568
Postretirement benefits other than pensions	318			329
Pensions	327			326
Other liabilities and deferred revenue	1,335			1,289
Total liabilities	$	8,438		$	7,837

EQUITY
Cummins Inc. shareholders’ equity
Common stock, $2.50 par value, 500 shares authorized, 222.3 and 222.4 shares issued	$	2,184		$	2,153
Retained earnings	11,517			11,040
Treasury stock, at cost, 54.7 and 54.2 shares	(4,586		)	(4,489		)
Common stock held by employee benefits trust, at cost, 0.6 and 0.7 shares	(7		)	(8		)
Accumulated other comprehensive loss	(1,615		)	(1,821		)
Total Cummins Inc. shareholders’ equity	7,493			6,875
Noncontrolling interests	329			299
Total equity	$	7,822		$	7,174
Total liabilities and equity	$	16,260		$	15,011

^(a) Prepared on an unaudited basis in accordance with accounting principles generally accepted in the United States of America.

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (a)



	Six months ended
In millions	July 2, 2017			July 3, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income	$	846		$	760
Adjustments to reconcile consolidated net income to net cash provided by operating activities
Depreciation and amortization	284			259
Deferred income taxes	—			2
Equity in income of investees, net of dividends	(132		)	(87		)
Pension contributions in excess of expense	(44		)	(82		)
Other post-retirement benefits payments in excess of expense	(8		)	(17		)
Stock-based compensation expense	23			20
Restructuring payments	—			(42		)
Loss contingency	—			39
Translation and hedging activities	31			(45		)
Changes in current assets and liabilities
Accounts and notes receivable	(488		)	(252		)
Inventories	(264		)	(101		)
Other current assets	21			189
Accounts payable	403			143
Accrued expenses	132			(209		)
Changes in other liabilities and deferred revenue	103			129
Other, net	(81		)	32
Net cash provided by operating activities	826			738
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(182		)	(189		)
Investments in internal use software	(40		)	(27		)
Investments in and advances to equity investees	(64		)	(17		)
Investments in marketable securities—acquisitions	(69		)	(379		)
Investments in marketable securities—liquidations	162			237
Cash flows from derivatives not designated as hedges	19			(21		)
Other, net	14			5
Net cash used in investing activities	(160		)	(391		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings	2			109
Net (payments) borrowings of commercial paper	(78		)	200
Payments on borrowings and capital lease obligations	(29		)	(133		)
Distributions to noncontrolling interests	(10		)	(24		)
Dividend payments on common stock	(343		)	(333		)
Repurchases of common stock	(120		)	(695		)
Other, net	34			(20		)
Net cash used in financing activities	(544		)	(896		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	51			(117		)
Net increase (decrease) in cash and cash equivalents	173			(666		)
Cash and cash equivalents at beginning of year	1,120			1,711
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,293		$	1,045

^(a) Prepared on an unaudited basis in accordance with accounting principles generally accepted in the United States of America.

CUMMINS INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited)



		In millions	Engine			Distribution			Components			Power Systems			Intersegment Eliminations ⁽¹⁾			Total
		Three months ended July 2, 2017
		External sales	$	1,711		$	1,716		$	1,064		$	587		$	—		$	5,078
		Intersegment sales	596			6			390			430			(1,422		)	—
		Total sales	2,307			1,722			1,454			1,017			(1,422		)	5,078
		Depreciation and amortization ⁽²⁾	46			31			38			29			—			144
		Research, development and engineering expenses	63			4			57			50			—			174
		Equity, royalty and interest income from investees	56			13			15			14			—			98
		Interest income	2			1			1			1			—			5
		Segment EBIT	277			96			190			61			(4		)	620

		Segment EBIT as a percentage of total sales	12.0		%	5.6		%	13.1		%	6.0		%				12.2		%

		Three months ended July 3, 2016
		External sales	$	1,504		$	1,538		$	933		$	553		$	—		$	4,528
		Intersegment sales	498			6			346			368			(1,218		)	—
		Total sales	2,002			1,544			1,279			921			(1,218		)	4,528
		Depreciation and amortization ⁽²⁾	41			29			32			29			—			131
		Research, development and engineering expenses	53			3			51			48			—			155
		Equity, royalty and interest income from investees	46			19			12			11			—			88
		Loss contingency	39			—			—			—			—			39
		Interest income	3			1			1			1			—			6
		Segment EBIT	206			87			190			90			18			591

		Segment EBIT as a percentage of total sales	10.3		%	5.6		%	14.9		%	9.8		%				13.1		%

(1	)	Includes intersegment sales, intersegment profit in inventory eliminations and unallocated corporate expenses. There were no significant unallocated corporate expenses for the three months ended July 2, 2017 and July 3, 2016.
(2	)	Depreciation and amortization as shown on a segment basis excludes the amortization of debt discount and deferred costs included in the Condensed Consolidated Statements of Income as "Interest expense."

CUMMINS INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited)




		In millions	Engine			Distribution			Components			Power Systems			Intersegment Eliminations ⁽¹⁾			Total
		Six months ended July 2, 2017
		External sales	$	3,168		$	3,353		$	2,044		$	1,102		$	—		$	9,667
		Intersegment sales	1,162			14			754			797			(2,727		)	—
		Total sales	4,330			3,367			2,798			1,899			(2,727		)	9,667
		Depreciation and amortization ⁽²⁾	90			61			75			57			—			283
		Research, development and engineering expenses	117			8			107			100			—			332
		Equity, royalty and interest income from investees	128			24			28			26			—			206
		Interest income	3			2			1			1			—			7
		Segment EBIT	506			196			369			118			(3		)	1,186

		Segment EBIT as a percentage of total sales	11.7		%	5.8		%	13.2		%	6.2		%				12.3		%

		Six months ended July 3, 2016
		External sales	$	2,993		$	2,996		$	1,830		$	1,000		$	—		$	8,819
		Intersegment sales	985			11			686			729			(2,411		)	—
		Total sales	3,978			3,007			2,516			1,729			(2,411		)	8,819
		Depreciation and amortization ⁽²⁾	80			57			63			58			—			258
		Research, development and engineering expenses	110			7			107			97			—			321
		Equity, royalty and interest income from investees	82			37			20			21			—			160
		Loss contingency	39			—			—			—			—			39
		Interest income	5			2			2			3			—			12
		Segment EBIT	403			174			353			136			9			1,075

		Segment EBIT as a percentage of total sales	10.1		%	5.8		%	14.0		%	7.9		%				12.2		%

(1	)	Includes intersegment sales, intersegment profit in inventory eliminations and unallocated corporate expenses. There were no significant unallocated corporate expenses for the six months ended July 2, 2017 and July 3, 2016.
(2	)	Depreciation and amortization as shown on a segment basis excludes the amortization of debt discount and deferred costs included in the Condensed Consolidated Statements of Income as "Interest expense." The amortization of debt discount and deferred costs was $1 million for both of the six months ended July 2, 2017 and July 3, 2016.

A reconciliation of our segment information to the corresponding amounts in the Condensed Consolidated Statements of Income is shown in the table below:



	Three months ended				Six months ended
In millions	July 2, 2017		July 3, 2016		July 2, 2017		July 3, 2016
Total segment EBIT	$	620	$	591	$	1,186	$	1,075
Less: Interest expense	21		16		39		35
Income before income taxes	$	599	$	575	$	1,147	$	1,040

CUMMINS INC. AND SUBSIDIARIES

SELECT FOOTNOTE DATA

(Unaudited)

EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES

Equity, royalty and interest income from investees included in our Condensed Consolidated Statements of Income for the reporting periods was as follows:



	Three months ended				Six months ended
In millions	July 2, 2017		July 3, 2016		July 2, 2017		July 3, 2016
Distribution entities
Komatsu Cummins Chile, Ltda.	$	8	$	8	$	15	$	18
North American distributors	—		6		—		11
All other distributors	—		1		—		1
Manufacturing entities
Beijing Foton Cummins Engine Co., Ltd.	22		22		55		40
Dongfeng Cummins Engine Company, Ltd.	19		15		41		22
Chongqing Cummins Engine Company, Ltd.	10		9		19		17
All other manufacturers	27		16		51		32
Cummins share of net income	86		77		181		141
Royalty and interest income	12		11		25		19
Equity, royalty and interest income from investees	$	98	$	88	$	206	$	160

CUMMINS INC. AND SUBSIDIARIES

FINANCIAL MEASURES THAT SUPPLEMENT GAAP

(Unaudited)

Earnings before interest, income taxes and noncontrolling interests

We define EBIT as earnings before interest expense, income tax expense and noncontrolling interests in income of consolidated subsidiaries. We use EBIT to assess and measure the performance of our operating segments and also as a component in measuring our variable compensation programs. This measure is not in accordance with, or an alternative for, accounting principles generally accepted in the United States and may not be consistent with measures used by other companies. It should be considered supplemental data. Below is a reconciliation of “Net income attributable to Cummins Inc.” to EBIT for each of the applicable periods:



	Three months ended						Six months ended
In millions	July 2, 2017			July 3, 2016			July 2, 2017			July 3, 2016
Net income attributable to Cummins Inc.	$	424		$	406		$	820		$	727

Net income attributable to Cummins Inc. as a percentage of net sales	8.3		%	9.0		%	8.5		%	8.2		%

Add
Net income attributable to noncontrolling interests	17			21			26			33
Consolidated net income	441			427			846			760

Add
Interest expense	21			16			39			35
Income tax expense	158			148			301			280
Earnings before interest expense and income taxes	$	620		$	591		$	1,186		$	1,075

EBIT as a percentage of net sales	12.2		%	13.1		%	12.3		%	12.2		%

CUMMINS INC. AND SUBSIDIARIES

BUSINESS UNIT SALES DATA

(Unaudited)

Engine Segment Sales by Market and Unit Shipments by Engine Classification

Sales for our Engine segment by market were as follows:



2017
In millions	Q1		Q2		Q3		Q4		YTD
Heavy-duty truck	$	620	$	714	$	—	$	—	$	1,334
Medium-duty truck and bus	544		701		—		—		1,245
Light-duty automotive	423		429		—		—		852
Off-highway	436		463		—		—		899
Total sales	$	2,023	$	2,307	$	—	$	—	$	4,330

2016
In millions	Q1		Q2		Q3		Q4		YTD
Heavy-duty truck	$	631	$	622	$	625	$	565	$	2,443
Medium-duty truck and bus	549		600		517		606		2,272
Light-duty automotive	433		394		345		409		1,581
Off-highway	363		386		372		387		1,508
Total sales	$	1,976	$	2,002	$	1,859	$	1,967	$	7,804

Unit shipments by engine classification (including unit shipments to Power Systems and off-highway engine units included in their respective classification) were as follows:



2017
Units	Q1	Q2	Q3	Q4	YTD
Heavy-duty	19,200	24,100	—	—	43,300
Medium-duty	60,300	71,600	—	—	131,900
Light-duty	63,100	65,600	—	—	128,700
Total units	142,600	161,300	—	—	303,900

2016
Units	Q1	Q2	Q3	Q4	YTD
Heavy-duty	19,700	20,700	20,100	18,500	79,000
Medium-duty	55,400	62,300	53,400	58,000	229,100
Light-duty	61,700	57,100	49,800	60,000	228,600
Total units	136,800	140,100	123,300	136,500	536,700

CUMMINS INC. AND SUBSIDIARIES

BUSINESS UNIT SALES DATA

(Unaudited)

Distribution Segment Sales by Product Line

Sales for our Distribution segment by product line were as follows:



2017
In millions	Q1		Q2		Q3		Q4		YTD
Parts	$	745	$	759	$	—	$	—	$	1,504
Service	319		320		—		—		639
Power generation	306		329		—		—		635
Engines	275		314		—		—		589
Total sales	$	1,645	$	1,722	$	—	$	—	$	3,367

2016
In millions	Q1		Q2		Q3		Q4		YTD
Parts	$	648	$	642	$	643	$	694	$	2,627
Service	299		297		299		320		1,215
Power generation	275		326		291		347		1,239
Engines	241		279		271		309		1,100
Total sales	$	1,463	$	1,544	$	1,504	$	1,670	$	6,181

Component Segment Sales by Business

In the first quarter of 2017, our Components segment reorganized its reporting structure to move an element of the emission solutions business to the fuel systems business to enhance operational, administrative and product development efficiencies. Prior year sales were reclassified to conform with this change.

Sales for our Components segment by product line were as follows:



2017
In millions	Q1		Q2		Q3		Q4		YTD
Emission solutions	$	616	$	674	$	—	$	—	$	1,290
Turbo technologies	287		307		—		—		594
Filtration	277		291		—		—		568
Fuel systems	164		182		—		—		346
Total sales	$	1,344	$	1,454	$	—	$	—	$	2,798

2016
In millions	Q1		Q2		Q3		Q4		YTD
Emission solutions	$	589	$	603	$	522	$	524	$	2,238
Turbo technologies	265		276		241		254		1,036
Filtration	252		262		244		252		1,010
Fuel systems	131		138		136		147		552
Total sales	$	1,237	$	1,279	$	1,143	$	1,177	$	4,836

2015
In millions	YTD
Emission solutions	$	2,449
Turbo technologies	1,141
Filtration	1,010
Fuel systems	572
Total sales	$	5,172

CUMMINS INC. AND SUBSIDIARIES

BUSINESS UNIT SALES DATA

(Unaudited)

Power Systems Segment Sales by Product Line and Unit Shipments by Engine Classification

In the first quarter of 2017, our Power Systems segment reorganized its product lines to better reflect how the segment is managed. Prior year sales were reclassified to reflect these changes.

Sales for our Power Systems segment by product line were as follows:



2017
In millions	Q1		Q2		Q3		Q4		YTD
Power generation	$	526	$	570	$	—	$	—	$	1,096
Industrial	275		353		—		—		628
Generator technologies	81		94		—		—		175
Total sales	$	882	$	1,017	$	—	$	—	$	1,899

2016
In millions	Q1		Q2		Q3		Q4		YTD
Power generation	$	518	$	602	$	543	$	593	$	2,256
Industrial	215		236		235		255		941
Generator technologies	75		83		78		84		320
Total sales	$	808	$	921	$	856	$	932	$	3,517

2015
In millions	YTD
Power generation	$	2,588
Industrial	1,121
Generator technologies	358
Total sales	$	4,067

High-horsepower unit shipments by engine classification were as follows:



2017
Units	Q1	Q2	Q3	Q4	YTD
Power generation	1,900	2,100	—	—	4,000
Industrial	1,300	1,700	—	—	3,000
Total units	3,200	3,800	—	—	7,000

2016
Units	Q1	Q2	Q3	Q4	YTD
Power generation	1,800	2,200	2,000	1,900	7,900
Industrial	1,000	1,100	1,000	1,300	4,400
Total units	2,800	3,300	3,000	3,200	12,300