CUMMINS INC
10-Qs and 10-Ks
PROXIES
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended
December 31, 2017
Commission File Number 1-4949
CUMMINS INC.
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Indiana
(State of Incorporation)
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35-0257090
(IRS Employer Identification No.)
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500 Jackson Street
Box 3005
Columbus, Indiana 47202-3005
(Address of principal executive offices)
Telephone (812) 377-5000
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $2.50 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None.
__________________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
x
No
o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o
No
x
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
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
The aggregate market value of the voting stock held by non-affiliates was approximately
$27.2 billion
at
July 2
,
2017
. This value includes all shares of the registrant's common stock, except for treasury shares.
As of
February 2, 2018
, there were
165,683,334
shares outstanding of $2.50 par value common stock.
Documents Incorporated by Reference
Portions of the registrant's definitive Proxy Statement for its
2018
annual meeting of shareholders, which will be filed with the Securities and Exchange Commission on Schedule 14A within 120 days after the end of
2017
, will be incorporated by reference in Part III of this Form 10-K to the extent indicated therein upon such filing.
CUMMINS INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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2
Cummins Inc. and its consolidated subsidiaries are hereinafter sometimes referred to as "Cummins," "we," "our," or "us."
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain parts of this annual report contain forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those that are based on current expectations, estimates and projections about the industries in which we operate and management’s beliefs and assumptions. Forward-looking statements are generally accompanied by words such as "anticipates," "expects," "forecasts," "intends," "plans," "believes," "seeks," "estimates," "could," "should" or words of similar meaning. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as "future factors," which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some future factors that could cause our results to differ materially from the results discussed in such forward-looking statements are discussed below and shareholders, potential investors and other readers are urged to consider these future factors carefully in evaluating forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Future factors that could affect the outcome of forward-looking statements include the following:
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•
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a sustained slowdown or significant downturn in our markets;
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changes in the engine outsourcing practices of significant customers;
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the development of new technologies that reduce demand for our current products and services;
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any significant additional problems in our engine platforms or aftertreatment systems;
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product recalls;
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lower than expected acceptance of new or existing products or services;
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a slowdown in infrastructure development and/or depressed commodity prices;
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unpredictability in the adoption, implementation and enforcement of emission standards around the world;
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the actions of, and income from, joint ventures and other investees that we do not directly control;
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changes in taxation;
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exposure to potential security breaches or other disruptions to our information technology systems and data security;
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a major customer experiencing financial distress;
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our plan to reposition our portfolio of product offerings through exploring strategic acquisitions and divestitures and related uncertainties of entering such transactions;
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supply shortages and supplier financial risk, particularly from any of our single-sourced suppliers;
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competitor activity;
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increasing competition, including increased global competition among our customers in emerging markets;
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policy changes in international trade;
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foreign currency exchange rate changes;
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•
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variability in material and commodity costs;
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•
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failure to realize expected results from our investment in Eaton Cummins Automated Transmission Technologies joint venture;
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political, economic and other risks from operations in numerous countries;
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global legal and ethical compliance costs and risks;
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aligning our capacity and production with our demand;
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product liability claims;
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increasingly stringent environmental laws and regulations;
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future bans or limitations on the use of diesel-powered vehicles;
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the price and availability of energy;
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3
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the performance of our pension plan assets and volatility of discount rates;
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labor relations;
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changes in accounting standards;
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our sales mix of products;
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protection and validity of our patent and other intellectual property rights;
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technological implementation and cost/financial risks in our increasing use of large, multi-year contracts;
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the outcome of pending and future litigation and governmental proceedings;
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continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and
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other risk factors described in Item 1A under the caption "Risk Factors."
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Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this annual report and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
4
PART I
ITEM 1. Business
OVERVIEW
We were founded in 1919 as Cummins Engine Company, a corporation in Columbus, Indiana and one of the first diesel engine manufacturers. In 2001, we changed our name to Cummins Inc.
We are a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, transmissions and electric power generation systems. We sell our products to original equipment manufacturers (OEMs), distributors and other customers worldwide.
We serve our customers through a network of approximately
500
wholly-owned and independent distributor locations and over
7,500
dealer locations in more than
190
countries and territories.
OPERATING SEGMENTS
We have four complementary operating segments: Engine, Distribution, Components and Power Systems. These segments share technology, customers, strategic partners, brand recognition and our distribution network in order to compete more efficiently and effectively in their respective markets. In each of our operating segments, we compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. Our products compete primarily on the basis of performance, fuel economy, speed of delivery, quality, customer support and price. Financial information about our operating segments, including geographic information, is incorporated by reference from Note
21
, "
OPERATING SEGMENTS
," to our
Consolidated Financial Statements.
Engine Segment
Engine segment sales and earnings before interest and taxes (EBIT) as a percentage of consolidated results were:
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Years ended December 31,
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||||||||
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2017
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2016
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2015
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||||||
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Percent of consolidated net sales
(1)
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34
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%
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35
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%
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36
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%
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|||
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Percent of consolidated EBIT
(1)
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40
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%
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35
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%
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30
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%
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|||
___________________________________________________________
(1)
Measured before intersegment eliminations
Our Engine segment manufactures and markets a broad range of diesel and natural gas powered engines under the Cummins brand name, as well as certain customer brand names, for the heavy- and medium-duty truck, bus, recreational vehicle (RV), light-duty automotive, construction, mining, marine, rail, oil and gas, defense and agricultural markets. We manufacture a wide variety of engine products including:
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•
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Engines with a displacement range of 2.8 to 15 liters and horsepower ranging from 48 to 715 and
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•
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New parts and service, as well as remanufactured parts and engines, through our extensive distribution network.
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Our Engine segment is organized by engine displacement size and serves these end-user markets:
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•
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Heavy-duty truck -
We manufacture diesel and natural gas engines that range from 310 to 605 horsepower serving global heavy-duty truck customers worldwide, primarily in North America, China, Latin America and Australia.
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•
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Medium-duty truck and bus -
We manufacture diesel and natural gas engines ranging from 130 to 450 horsepower serving medium-duty truck and bus customers worldwide, with key markets including North America, Latin America, China, Europe and India. Applications include pickup and delivery trucks, vocational truck, school bus, transit bus and shuttle bus. We also provide diesel engines for Class A motor homes (RVs), primarily in North America.
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•
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Light-duty automotive (Pickup and Light Commercial Vehicle (LCV)) -
We manufacture 105 to 385 horsepower diesel engines, including engines for the pickup truck market for Fiat Chrysler Automobiles (Fiat Chrysler) and Nissan in North America, and LCV markets in Europe, Latin America and China.
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5
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•
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Off-highway -
We manufacture diesel engines that range from 48 to 715 horsepower to key global markets including mining, marine, rail, oil and gas, defense, agriculture and construction equipment and also to the power generation business for standby, mobile and distributed power generation solutions throughout the world.
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The principal customers of our heavy-duty truck engines include truck manufacturers such as PACCAR Inc. (PACCAR), Navistar International Corporation (Navistar) and Daimler Trucks North America (Daimler). The principal customers of our medium-duty truck engines include truck manufacturers such as Daimler, PACCAR and Navistar. We sell our industrial engines to manufacturers of construction, agricultural and marine equipment, including Hyundai, Xuzhou Construction Machinery Group, Komatsu, John Deere and Wirtgen. The principal customers of our light-duty on-highway engines are Fiat Chrysler, Nissan and manufacturers of RVs.
In the markets served by our Engine segment, we compete with independent engine manufacturers as well as OEMs who manufacture engines for their own products. Our primary competitors in North America are Daimler, Caterpillar Inc. (CAT), Volvo Powertrain, Ford Motor Company (Ford), PACCAR and Hino Power. Our primary competitors in international markets vary from country to country, with local manufacturers generally predominant in each geographic market. Other engine manufacturers in international markets include Weichai Power Co. Ltd., Volvo AB (Volvo), Daimler AG, Volkswagen AG, MAN Nutzfahrzeuge AG (MAN), Scania AB, Fiat Power Systems, Guangxi Yuchai Group, Rolls-Royce Power Systems AG, CAT, Yanmar Co., Ltd. and Deutz AG.
Distribution Segment
Distribution segment sales and EBIT as a percentage of consolidated results were:
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Years ended December 31,
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||||||||
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2017
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2016
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2015
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||||||
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Percent of consolidated net sales
(1)
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27
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%
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28
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%
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26
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%
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Percent of consolidated EBIT
(1)
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16
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%
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20
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%
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20
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%
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|||
___________________________________________________________
(1)
Measured before intersegment eliminations
Our Distribution segment consists of 28 wholly-owned and 10 joint venture distributors that service and distribute the full range of our products and services to end-users at approximately 450 locations in over 90 distribution territories. Our wholly-owned distributors are located in key markets, including North America, Australia, Europe, China, Africa, Russia, Japan, Brazil, Singapore and Central America, while our joint venture distributors are located in key markets, including South America, the Middle East, India, Thailand and Singapore.
In the first quarter of 2017, our Distribution segment reorganized its regions to align with how the segment is managed. The Distribution segment consists of the following product lines which service and/or distribute the full range of our products and services:
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Parts;
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•
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Engines;
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•
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Power generation and
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•
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Service.
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The Distribution segment is organized into eight primary geographic regions:
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•
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North America;
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•
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Asia Pacific;
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•
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Europe;
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•
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Africa and Middle East;
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•
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China;
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•
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India;
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•
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Latin America and
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6
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•
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Russia.
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Asia Pacific is composed of six smaller regional distributor organizations (South Pacific, Korea, Japan, Philippines, Malaysia and Singapore) which allow us to better manage these vast geographic territories.
Our distribution network consists of independent, partially-owned and wholly-owned distributors which provide parts and service to our customers. These full-service solutions include maintenance contracts, engineering services and integrated products, where we customize our products to cater to specific needs of end-users. Our distributors also serve and develop dealers, predominantly OEM dealers, in their territories by providing new products, technical support, tools, training, parts and product information.
The distribution segment is responsible for managing the operations of our wholly-owned and partially owned distributors as well as our relationships with independent distributors. Our Distribution segment serves a highly diverse customer base with approximately
38 percent
of its
2017
and
2016
sales being generated from new engines and power generation equipment, with its remaining sales generated by parts and service revenue.
Our distributors compete with distributors or dealers that offer similar products. In many cases, these competing distributors or dealers are owned by, or affiliated with the companies that are listed as competitors of our Engine, Components or Power Systems segments. These competitors vary by geographical location.
Components Segment
Components segment sales and EBIT as a percentage of consolidated results were:
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Years ended December 31,
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||||||||
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2017
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2016
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2015
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||||||
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Percent of consolidated net sales
(1)
|
23
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%
|
21
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%
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21
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%
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|||
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Percent of consolidated EBIT
(1)
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32
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%
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32
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%
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34
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%
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|||
___________________________________________________________
(1)
Measured before intersegment eliminations
Our Components segment supplies products which complement our Engine and Power Systems segments, including aftertreatment systems, turbochargers, transmissions, filtration products and fuel systems for commercial diesel applications. We manufacture filtration systems for on- and off-highway heavy-duty and medium-duty equipment, and we are a supplier of filtration products for industrial vehicle applications. In addition, we develop aftertreatment systems and turbochargers to help our customers meet increasingly stringent emission standards and fuel systems which have primarily supplied our Engine segment and our joint venture partners Beijing Foton, Dongfeng, Scania and Tata.
In the first quarter of 2017, our Components segment reorganized its reporting structure to move the electronics business out of the emission solutions business and into the fuel systems business to enhance operational, administrative and product development efficiencies. We renamed our fuel systems business to electronics and fuel systems.
In the third quarter of 2017, we formed the Eaton Cummins Automated Transmission Technologies joint venture (ECJV), which was consolidated and included in our Components segment as the automated transmissions business.
See Note
18
, "
ACQUISITIONS
", in the Notes to our
Consolidated Financial Statements
for additional information.
Our Components segment is organized around the following businesses:
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•
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Emission solutions -
We are a global leader in designing, manufacturing and integrating aftertreatment technology and solutions for the commercial on- and off-highway light, medium, heavy-duty and high-horsepower engine markets. Aftertreatment is the mechanism used to convert engine emissions of criteria pollutants, such as particulate matter (PM), nitrogen oxides (NOx), carbon monoxide (CO) and unburned hydrocarbons (HC) into harmless emissions. Our products include custom engineering systems and integrated controls, oxidation catalysts, particulate filters, selective catalytic reduction systems and engineered components, including dosers. Our emission solutions business primarily serves markets in North America, Europe, China, India, Brazil, Russia and Australia. We serve both OEM first fit and retrofit customers.
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•
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Turbo technologies -
We design, manufacture and market turbochargers for light-duty, mid-range, heavy-duty and high-horsepower diesel markets with worldwide sales and distribution. We provide critical air handling technologies for engines to meet challenging performance requirements and worldwide emission standards. We primarily serve markets in North America, Europe, China and India.
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7
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•
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Filtration -
We design, manufacture and sell filters, coolant and chemical products. Our filtration business offers over 8,300 products for first fit and aftermarket applications including air filters, fuel filters, fuel water separators, lube filters, hydraulic filters, coolants, fuel additives and other filtration systems to OEMs, dealers/distributors and end users. We support a wide customer base in a diverse range of markets including on- and off-highway segments such as oil and gas, agriculture, mining, construction, power generation, marine and industrial markets. We produce and sell globally recognized Fleetguard® branded products in over 160 countries including countries in North America, Europe, South America, Asia and Africa. Fleetguard products are available through thousands of distribution points worldwide.
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•
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Electronics and fuel systems -
We design and manufacture new, replacement and remanufactured fuel systems primarily for heavy-duty on-highway diesel engine applications, as well as develop and supply electronic control modules (ECMs), sensors and harnesses for the on-highway, off-highway and power generation applications.We primarily serve markets in North America, China, India and Europe.
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•
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Automated transmissions -
We develop and supply automated transmissions to the heavy-duty and medium-duty commercial vehicle markets. Formed in 2017, the Eaton Cummins Automated Transmission Technologies joint venture is a consolidated 50/50 joint venture between Cummins Inc. and Eaton Corporation Plc. and primarily serves the North American market.
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Customers of our Components segment generally include our Engine, Distribution and Power Systems segments, truck manufacturers and other OEMs, many of which are also customers of our Engine segment, such as PACCAR, Daimler, Navistar, Volvo, Komatsu, Scania, Fiat Chrysler and other manufacturers that use our components in their product platforms.
Our Components segment competes with other manufacturers of aftertreatment systems, filtration, turbochargers and fuel systems. Our primary competitors in these markets include Robert Bosch GmbH, Donaldson Company, Inc., Parker Hannifin Corporation, Mann+Hummel Group, Honeywell International, Borg-Warner Inc., Tenneco Inc., Eberspacher Holding GmbH & Co. KG and Denso Corporation.
Power Systems Segment
Power Systems segment sales and EBIT as a percentage of consolidated results were:
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Years ended December 31,
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||||||||
|
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2017
|
2016
|
2015
|
||||||
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Percent of consolidated net sales
(1)
|
16
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%
|
16
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%
|
17
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%
|
|||
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Percent of consolidated EBIT
(1)
|
12
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%
|
13
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%
|
16
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%
|
|||
___________________________________________________________
(1)
Measured before intersegment eliminations
In the first quarter of 2017, our Power Systems segment reorganized its product lines to better reflect how the segment is managed. Our Power Systems segment is organized around the following product lines:
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•
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Power generation -
We design, manufacture, sell and support back-up and prime power generators ranging from 2 kilowatts to 3.5 megawatts, as well as controls, paralleling systems and transfer switches, for applications such as consumer, commercial, industrial, data centers, health care, telecommunications and waste water treatment plants. We also provide turnkey solutions for distributed generation and energy management applications using natural gas or biogas as a fuel. We also serve global rental accounts for diesel and gas generator sets.
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•
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Industrial -
We design, manufacture, sell and support diesel and natural gas high-horsepower engines up to 5,500 horsepower for a wide variety of equipment in the mining, rail, defense, oil and gas, and commercial marine applications throughout the world. Across these markets, we have major customers in North America, Europe, the Middle East, Africa, China, Korea, Japan, Latin America, India, Russia, Southeast Asia, South Pacific and Mexico.
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•
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Generator technologies -
We design, manufacture, sell and support A/C generator/alternator products for internal consumption and for external generator set assemblers. Our products are sold under the Stamford, AVK and Markon brands and range in output from 3 kilovolt-amperes (kVA) to 12,000 kVA.
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This segment continuously explores emerging technologies and provides integrated power generation products. We use our own research and development capabilities as well as those of our business partnerships to develop cost-effective and environmentally sound power solutions.
8
Our customer base for our Power Systems offerings is highly diversified, with customer groups varying based on their power needs. India, China, the United Kingdom (U.K.), Western Europe, Latin America and the Middle East are our largest geographic markets outside of North America.
In the markets served by our Power Systems segment, we compete with independent engine manufacturers as well as OEMs who manufacture engines for their own products. We compete with a variety of engine manufacturers and generator set assemblers across the world. Our primary competitors are CAT, MTU Friedrichshafen GmbH (MTU) and Kohler/SDMO (Kohler Group), but we also compete with GE Jenbacher, FG Wilson (CAT group), Tognum (MTU group), Generac, Mitsubishi (MHI) and numerous regional generator set assemblers. Our alternator business competes globally with Marathon Electric and Meccalte, among others.
JOINT VENTURES, ALLIANCES AND NON-WHOLLY-OWNED SUBSIDIARIES
We have entered into a number of joint venture agreements and alliances with business partners around the world. Our joint ventures are either distribution or manufacturing entities. We also own controlling interests in non-wholly-owned manufacturing and distribution subsidiaries.
In the event of a change of control of either party to certain of these joint ventures and other strategic alliances, certain consequences may result including automatic termination and liquidation of the venture, exercise of "put" or "call" rights of ownership by the non-acquired partner, termination or transfer of technology license rights to the non-acquired partner and increases in component transfer prices to the acquired partner. We will continue to evaluate joint venture and partnership opportunities in order to penetrate new markets, develop new products and generate manufacturing and operational efficiencies.
Financial information about our investments in joint ventures and alliances is incorporated by reference from Note
3
, "
INVESTMENTS IN EQUITY INVESTEES
," to the
Consolidated Financial Statements.
Our equity income from these investees was as follows:
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Years ended December 31,
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In millions
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2017
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2016
|
2015
|
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Distribution entities
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Komatsu Cummins Chile, Ltda.
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$
|
30
|
|
10
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%
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$
|
34
|
|
13
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%
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$
|
31
|
|
11
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%
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|||||
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North American distributors
|
—
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—
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%
|
21
|
|
8
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%
|
33
|
|
12
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%
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||||||||
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All other distributors
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(1
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)
|
—
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%
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—
|
|
—
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%
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3
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|
1
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%
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||||||||
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Manufacturing entities
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Beijing Foton Cummins Engine Co., Ltd.
|
94
|
|
30
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%
|
52
|
|
20
|
%
|
62
|
|
23
|
%
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||||||||
|
Dongfeng Cummins Engine Company, Ltd.
|
73
|
|
24
|
%
|
46
|
|
18
|
%
|
51
|
|
19
|
%
|
||||||||
|
Chongqing Cummins Engine Company, Ltd.
|
41
|
|
13
|
%
|
38
|
|
15
|
%
|
41
|
|
15
|
%
|
||||||||
|
Dongfeng Cummins Emission Solutions Co., Ltd.
|
13
|
|
4
|
%
|
9
|
|
3
|
%
|
6
|
|
2
|
%
|
||||||||
|
Shanghai Fleetguard Filter Co., Ltd.
|
12
|
|
4
|
%
|
10
|
|
4
|
%
|
10
|
|
4
|
%
|
||||||||
|
Cummins Westport, Inc.
|
9
|
|
(1)
|
3
|
%
|
11
|
|
4
|
%
|
18
|
|
7
|
%
|
|||||||
|
All other manufacturers
|
37
|
|
(1)
|
12
|
%
|
39
|
|
15
|
%
|
18
|
|
6
|
%
|
|||||||
|
Cummins share of net income
(2)
|
$
|
308
|
|
100
|
%
|
$
|
260
|
|
100
|
%
|
$
|
273
|
|
100
|
%
|
|||||
___________________________________________________________
(1)
U.S. tax legislation passed in December 2017 decreased our equity earnings at certain equity investees, including a
$7 million
unfavorable impact to Cummins Westport, Inc. due to the remeasurement of deferred taxes and a
$32 million
unfavorable impact to "All other manufacturers" due to withholding tax adjustments on foreign earnings.
See Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
for additional information
.
(2)
This total represents our share of net income of our equity investees and is exclusive of royalties and interest income from our equity investees. To see how this amount reconciles to "Equity, royalty and interest income from investees" in the
Consolidated Statements of Income
, see Note
3
, "
INVESTMENTS IN EQUITY INVESTEES
," to our
Consolidated Financial Statements
for additional information
.
Distribution Entities
|
•
|
Komatsu Cummins Chile, Ltda. -
Komatsu Cummins Chile, Ltda. is a joint venture with Komatsu America Corporation. The joint venture is a distributor that offers the full range of our products and services to customers and end-users in Chile and Peru.
|
9
|
•
|
North American Distributors -
During 2016, we acquired the remaining interest in the final unconsolidated North American distributor joint venture.
|
See further discussion of our distribution network under the Distribution segment section above.
Manufacturing Entities
Our manufacturing joint ventures have generally been formed with customers and generally are intended to allow us to increase our market penetration in geographic regions, reduce capital spending, streamline our supply chain management and develop technologies. Our largest manufacturing joint ventures are based in China and are included in the list below. Our engine manufacturing joint ventures are supplied by our Components segment in the same manner as it supplies our wholly-owned Engine segment and Power Systems segment manufacturing facilities. Our Components segment joint ventures and wholly owned entities provide fuel systems, filtration, aftertreatment systems, turbocharger products and transmissions that are used with our engines as well as some competitors' products. The results and investments in our joint ventures in which we have
50 percent
or less ownership interest are included in “Equity, royalty and interest income from investees” and “Investments and advances related to equity method investees” in our
Consolidated Statements of Income
and
Consolidated Balance Sheets
, respectively.
|
•
|
Beijing Foton Cummins Engine Co., Ltd. -
Beijing Foton Cummins Engine Co., Ltd. is a joint venture in China with Beiqi Foton Motor Co., Ltd., a commercial vehicle manufacturer, which consists of two distinct lines of business, a light-duty business and a heavy-duty business. The light-duty business produces our families of ISF
2.8 liter
to
4.5 liter
high performance light-duty diesel engines in Beijing. These engines are used in light-duty commercial trucks, pickup trucks, buses, multipurpose and sport utility vehicles with main markets in China, Brazil and Russia. Certain types of marine, small construction equipment and industrial applications are also served by these engine families. The heavy-duty business produces ISG
10.5 liter
and ISG
11.8 liter
families of our high performance heavy-duty diesel engines in Beijing. These engines are used in heavy-duty commercial trucks in China and will be used by Cummins either directly sourced from China and/or locally assembled in other markets. Certain types of construction equipment and industrial applications are also served by these engine families.
|
|
•
|
Dongfeng Cummins Engine Company, Ltd. -
Dongfeng Cummins Engine Company, Ltd. (DCEC) is a joint venture in China with Dongfeng Automotive Co. Ltd., a subsidiary of Dongfeng Motor Corporation, one of the largest medium-duty and heavy-duty truck manufacturers in China. DCEC produces Cummins
3.9
to
13
-liter mechanical engines, full-electric diesel engines, with a power range from
80
to
680
horsepower, and natural gas engines.
|
|
•
|
Chongqing Cummins Engine Company, Ltd. -
Chongqing Cummins Engine Company, Ltd. is a joint venture in China with Chongqing Machinery and Electric Co. Ltd. This joint venture manufactures several models of our heavy-duty and high-horsepower diesel engines, primarily serving the industrial and stationary power markets in China.
|
|
•
|
Dongfeng Cummins Emission Solutions Co., Ltd. -
Dongfeng Cummins Emission Solutions Co. Ltd. is a joint venture in China with Dongfeng Industrial Company, a subsidiary of Dongfeng Motor Group Company Limited, a manufacturer of numerous on-highway vehicles. This joint venture produces, purchases and sells advanced diesel engine aftertreatment solutions to support the full line of Dongfeng's commercial vehicles.
|
|
•
|
Shanghai Fleetguard Filter Co., Ltd. -
Shanghai Fleetguard Filter Co. Ltd. is a joint venture in China with Dongfeng Motor Co., Ltd., a manufacturer of numerous on-highway vehicles. This joint venture produces and sells filters and filter parts to support the full line of Dongfeng's commercial vehicles.
|
|
•
|
Cummins Westport, Inc. -
Cummins Westport Inc. is a joint venture in Canada with Westport Innovations Inc. to market and sell automotive spark-ignited natural gas engines worldwide and to participate in joint technology projects on low-emission technologies.
|
Non-Wholly-Owned Subsidiary
We have a controlling interest in Cummins India Ltd. (CIL), which is a publicly listed company on various stock exchanges in India. CIL produces mid-range, heavy-duty and high-horsepower diesel engines, generators for the Indian and export markets and natural gas spark-ignited engines for power generation, automotive and industrial applications. CIL also has distribution and power generation operations.
In the third quarter of 2017, we formed the Eaton Cummins Automated Transmission Technologies joint venture
, which was consolidated and included in our Components segment as the automated transmissions business.
See Note
18
, "
ACQUISITIONS
", to the
Consolidated Financial Statements
for additional information.
10
SUPPLY
The performance of the end-to-end supply chain, extending through to our suppliers, is foundational to our ability to meet customers' expectations and support long-term growth. We are committed to having a robust strategy for how we select and manage our suppliers to enable a market focused supply chain. This requires us to continuously evaluate and upgrade our supply base, as necessary, to ensure we are meeting the needs of our customers.
We use a category strategy process (a process designed to create the most value for the company) that reviews our long-term needs and guides decisions on what we make internally and what we purchase externally. For the items we decide to purchase externally, the strategies also identify the suppliers we should partner with long-term to provide the best technology, the lowest total cost and highest supply chain performance. We design and/or manufacture our strategic components used in or with our engines and power generation units, including cylinder blocks and heads, turbochargers, connecting rods, camshafts, crankshafts, filters, alternators, electronic and emissions controls, and fuel systems. We source externally purchased material and manufactured components from leading global suppliers. Many key suppliers are managed through long-term supply agreements that assure capacity, delivery, quality and cost requirements are met over an extended period. Approximately
20
percent of the direct material in our product designs are single sourced to external suppliers. We have an established sourcing strategy and supplier management process to evaluate and mitigate risk. These processes are leading us to determine our need for dual sourcing and increase our use of dual and parallel sources to minimize risk and increase supply chain responsiveness. Our current target for dual and parallel sourcing is approximately
90 percent
of our direct material spend. As of
December 31, 2017
, our analysis indicates that we have approximately
80 percent
of direct material spend with dual or parallel sources or
89 percent
of our target.
Other important elements of our sourcing strategy include:
|
•
|
working with suppliers to measure and improve their environmental footprint;
|
|
•
|
selecting and managing suppliers to comply with our supplier code of conduct; and
|
|
•
|
assuring our suppliers comply with Cummins' prohibited and restricted materials policy.
|
PATENTS AND TRADEMARKS
We own or control a significant number of patents and trademarks relating to the products we manufacture. These patents and trademarks were granted and registered over a period of years. Although these patents and trademarks are generally considered beneficial to our operations, we do not believe any patent, group of patents or trademark (other than our leading brand house trademarks) is significant to our business.
SEASONALITY
While individual product lines may experience modest seasonal variation in production, there is no material effect on the demand for the majority of our products on a quarterly basis with the exceptions that our Power Systems segment normally experiences seasonal declines in the first quarter due to general declines in construction spending during this period and our Distribution segment normally experiences seasonal declines in its first quarter business activity due to holiday periods in Asia and Australia.
LARGEST CUSTOMERS
We have thousands of customers around the world and have developed long-standing business relationships with many of them. PACCAR is our largest customer, accounting for 14 percent of our consolidated net sales in 2017, 13 percent in 2016 and 15 percent in 2015. We have long-term supply agreements with PACCAR for our heavy-duty ISX 15 liter and ISX 11.9 liter engines and our mid-range ISL 9 liter engine. While a significant number of our sales to PACCAR are under long-term supply agreements, these agreements provide for particular engine requirements for specific vehicle models and not a specific volume of engines. PACCAR is our only customer accounting for more than 10 percent of our net sales in 2017. The loss of this customer or a significant decline in the production level of PACCAR vehicles that use our engines would have an adverse effect on our results of operations and financial condition. We have been an engine supplier to PACCAR for 73 years. A summary of principal customers for each operating segment is included in our segment discussion.
In addition to our agreement with PACCAR, we have long-term heavy-duty engine supply agreements with Daimler and Navistar and a long-term mid-range supply agreement with Daimler. We also have an agreement with Fiat Chrysler to supply engines for its Ram trucks.
Collectively, our net sales to these four customers, including PACCAR, were 33 percent of our consolidated net sales in 2017
, 33 percent in 2016 and 36 percent in 2015.
Excluding PACCAR, net sales to any single
11
customer were less than 7 percent of our consolidated net sales in 2017
, less than 7 percent in 2016 and less than 9 percent in 2015.
These agreements contain standard purchase and sale agreement terms covering engine and engine parts pricing, quality and delivery commitments, as well as engineering product support obligations. The basic nature of our agreements with OEM customers is that they are long-term price and operations agreements that help assure the availability of our products to each customer through the duration of the respective agreements. Agreements with most OEMs contain bilateral termination provisions giving either party the right to terminate in the event of a material breach, change of control or insolvency or bankruptcy of the other party.
BACKLOG
We have supply agreements with some truck and off-highway equipment OEMs, however most of our business is transacted through open purchase orders. These open orders are historically subject to month-to-month releases and are subject to cancellation on reasonable notice without cancellation charges and therefore are not considered firm. At
December 31, 2017
, we did not have any significant backlogs.
RESEARCH AND DEVELOPMENT
In
2017
, we continued to invest in future critical technologies and products. We will continue to make investments to improve our current technologies, meet the future emission requirements around the world and improve fuel economy.
Our research and development program is focused on product improvements, product extensions, innovations and cost reductions for our customers. Research and development expenditures include salaries, contractor fees, building costs, utilities, testing, technical IT, administrative expenses and allocation of corporate costs and are expensed, net of contract reimbursements, when incurred. From time to time, we enter into agreements with customers and government agencies to fund a portion of the research and development costs of a particular project. We generally account for these reimbursements as an offset to the related research and development expenditure. Research and development expenses, net of contract reimbursements, were
$734 million
in 2017,
$616 million
in 2016 and
$718 million
in 2015.
Contract reimbursements were
$137 million
in 2017,
$131 million
in 2016 and
$98 million
in 2015.
For
2017
,
2016
and
2015
, approximately
$10 million
,
$77 million
and
$90 million
, or
1 percent
,
13 percent
and
13 percent
, respectively, of our
research and development expenditures were directly related to compliance with 2017 U.S. Environmental Protection Agency (EPA) emission standards
.
ENVIRONMENTAL SUSTAINABILITY
We adopted our comprehensive environmental sustainability plan in 2014 after examining our entire environmental footprint, focusing on the key areas of water, waste, energy and greenhouse gases (GHG). As the concept and scope of environmental sustainability has matured and broadened, leaders have moved from initially working on environmental impacts within our direct control in our operations to an expanded view of fuel and raw materials that reaches across the entire product life-cycle from design to manufacture to end of life. Our environmental sustainability plan is the way we carry out our priorities, goals and initiatives in our action areas, including reducing our carbon footprint, using fewer natural resources and partnering to solve complex problems.
Our Sustainability Report for 2016/2017 including goal progress and prior reports as well as a Data Book of more detailed environmental data in accordance with the Global Reporting Initiative's Standard core compliance designation are available on our website at
www.cummins.com
, although such reports and data book are not incorporated into this Form 10-K. We currently have the following environmental sustainability goals and commitments:
|
•
|
a new product vision statement — "powering the future through product innovation that makes people's lives better and reduces our environmental footprint;"
|
|
•
|
partnering with customers to improve the fuel efficiency of our products in use, targeting an annual run-rate reduction of 3.5 million metric tons of carbon dioxide and saving 350 million gallons of fuel by 2020;
|
|
•
|
achieving a 32 percent energy intensity reduction from company facilities by 2020 (using a baseline year of 2010) and increasing the portion of electricity we use derived from renewable sources;
|
|
•
|
reducing direct water use by 50 percent adjusted for hours worked and achieving water neutrality at 15 sites by 2020;
|
|
•
|
increasing our recycling rate from 88 percent to 95 percent and achieving zero disposal at 30 sites by 2020; and
|
12
|
•
|
utilizing the most efficient methods and modes to move goods across our network to reduce carbon dioxide per kilogram of goods moved by 10 percent by 2020.
|
We continue to articulate our positions on key public policy issues and on a wide range of environmental issues. We are actively engaged with regulatory, industry and other stakeholder groups around the world as GHG and fuel efficiency standards become more prevalent globally. We were named in the Top 25 in Newsweek's 2017 Green Ranking of U.S. companies, while also being named "Best in Industry" in the "Machinery" category for U.S. Companies, as well as named to the Dow Jones North American Sustainability Index for the twelfth consecutive year in 2017 and rated AAA by MSCI ESG Research, included in the “Disclosure Leadership Index” of the Carbon Disclosure Project’s climate report in 2015.
ENVIRONMENTAL COMPLIANCE
Product Certification and Compliance
We strive to have robust certification and compliance processes, adhering to all emissions regulations worldwide, including prohibiting the use of defeat devices in all of our products. We are transparent with all governing bodies in these processes, from disclosure of the design and operation of the emission control system, to test processes and results, and later to any necessary reporting and corrective action processes if required.
We work collaboratively and proactively with emission regulators globally to ensure emission standards are clear, appropriately stringent and enforceable, in an effort to ensure our products deliver on our commitments to our customers and the environment in real world use every day.
Our engines are subject to extensive statutory and regulatory requirements that directly or indirectly impose standards governing emission and noise. Over the past several years we have substantially increased our global environmental compliance presence and expertise to understand and meet emerging product environmental regulations around the world. Our ability to comply with these and future emission standards is an essential element in maintaining our leadership position in regulated markets. We have made, and will continue to make, significant capital and research expenditures to comply with these standards. Our failure to comply with these standards could result in adverse effects on our future financial results.
EU and EPA Engine Certifications
The current on-highway NOx and PM emission standards came into effect in the European Union (EU) on January 1, 2013, (Euro VI) and on January 1, 2010, for the EPA. To meet the more stringent heavy-duty on-highway emission standards, we used an evolution of our proven selective catalytic reduction (SCR) and exhaust gas recirculation (EGR) technology solutions and refined them for the EU and EPA certified engines to maintain power and torque with substantial fuel economy improvement and maintenance intervals comparable with our previous compliant engines. We offer a complete lineup of on-highway engines to meet the near-zero emission standards. Mid-range and heavy-duty engines for EU and EPA require NOx aftertreatment. NOx reduction is achieved by an integrated technology solution comprised of the XPI High Pressure Common Rail fuel system, SCR technology, next-generation cooled EGR, advanced electronic controls, proven air handling and the Cummins Diesel Particulate Filter (DPF). The EU, EPA and California Air Resources Board (CARB) have certified that our engines meet the current emission requirements. Emission standards in international markets, including Japan, Mexico, Australia, Brazil, Russia, India and China are becoming more stringent. We believe that our experience in meeting the EU and EPA emission standards leaves us well positioned to take advantage of opportunities in these markets as the need for emission control capability grows.
In 2013, we certified to EPA's first ever GHG regulations for on-highway medium- and heavy-duty engines. Additionally, the EPA 2013 regulations added the requirement of on-board diagnostics, which were introduced on the ISX15 in 2010, across the full on-highway product line while maintaining the same near-zero emission levels of NOx and particulate matter required in 2010. On-board diagnostics provide enhanced service capability with standardized diagnostic trouble codes, service tool interface, in-cab warning lamp and service information availability. The new GHG and fuel-efficiency regulations were required for all heavy-duty diesel and natural gas engines beginning in January 2014. Our GHG certification was the first engine certificate issued by the EPA and uses the same proven base engine with the XPI fuel system, variable geometry turbocharger (VGT
TM
) and Cummins aftertreatment system with DPF and SCR technology. Application of these engines and aftertreatment technologies continues in our products that comply with the 2017 GHG regulations.
The current off-highway emission standards for EPA and EU came into effect between the 2013 - 2015 time frame for all power categories. These engines were designed for Tier 4 / Stage 4 standards and were based on our extensive on-highway experience developing SCR, high pressure fuel systems, DPF and VGT
TM
. Our products offer low fuel consumption, high torque rise and power output, extended maintenance intervals, reliable and durable operation and a long life to overhaul period, all while
13
meeting the most stringent emission standards in the industrial market. Our off-highway products power multiple applications including construction, mining, marine, agriculture, rail, defense and oil and gas and serves a global customer base.
Other Environmental Statutes and Regulations
Expenditures for environmental control activities and environmental remediation projects at our facilities in the U.S. have not been a substantial portion of our annual expenses and are not expected to be material in
2018
. We believe we are in compliance in all material respects with laws and regulations applicable to our plants and operations.
In the U.S., pursuant to notices received from federal and state agencies and/or defendant parties in site environmental contribution actions, we have been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended or similar state laws, at fewer than 20 waste disposal sites.
Based upon our experiences at similar sites we believe that our aggregate future remediation costs will not be material. We have established accruals that we believe are adequate for our expected future liability with respect to these sites. In addition, we have several other sites where we are working with governmental authorities on remediation projects. The costs for these remediation projects are not expected to be material.
EMPLOYEES
At December 31, 2017, we employed approximately 58,600 persons worldwide. Approximately 20,830 of our employees worldwide are represented by various unions under collective bargaining agreements that expire between 2018 and 2022.
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information electronically with the Securities and Exchange Commission (SEC). You may read and copy any document we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including Cummins) file electronically with the SEC. The SEC's internet site is www.sec.gov.
Our internet site is www.cummins.com. You can access our Investors and Media webpage through our internet site, by clicking on the heading "About" followed by the "Investor Overview" link. We make available, free of charge, on or through our Investors and Media webpage, our proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934 or the Securities Act of 1933, as amended, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
We also have a Corporate Governance webpage. You can access our Governance Documents webpage through our internet site, www.cummins.com, by clicking on the heading "About" followed by "Corporate Governance" and then the "Governance Documents" link. Code of Conduct, Committee Charters and other governance documents are included at this site. Our Code of Conduct applies to all employees, regardless of their position or the country in which they work. It also applies to the employees of any entity owned or controlled by us. We will post any amendments to the Code of Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange LLC (NYSE), on our internet site. The information on our internet site is not incorporated by reference into this report.
14
EXECUTIVE OFFICERS OF THE REGISTRANT
Following are the names and ages of our executive officers, their positions with us at January 31,
2018
and summaries of their backgrounds and business experience:
|
Name and Age
|
|
Present Cummins Inc. position and
year appointed to position
|
|
Principal position during the past
five years other than Cummins Inc.
position currently held
|
|
N. Thomas Linebarger (55)
|
|
Chairman of the Board of Directors and Chief Executive Officer (2012)
|
|
|
|
Richard J. Freeland (60)
|
Director, President and Chief Operating Officer (2014)
|
Vice President and President— Engine Business (2010-2014)
|
||
|
Sherry A. Aaholm (55)
|
Vice President—Chief Information Officer (2013)
|
Executive Vice President,
Information Technology, FedEx
Services (2006-2013)
|
||
|
Peter W. Anderson (51)
|
Vice President—Global Supply Chain and Manufacturing (2017)
|
Principal/Partner, Ernst & Young LLP (2006-2017)
|
||
|
Sharon R. Barner (60)
|
|
Vice President—General Counsel (2012)
|
|
|
|
Steven M. Chapman (63)
|
|
Group Vice President—China and Russia (2009)
|
|
|
|
Christopher C. Clulow (46)
|
Vice President - Corporate Controller (2017)
|
Controller, Components Segment (2015-2017)
Executive Director—Heavy, Medium and Light Duty Finance (2011-2015) |
||
|
Jill E. Cook (54)
|
|
Vice President—Chief Human Resources Officer (2003)
|
|
|
|
Tracy A. Embree (44)
|
Vice President and President— Components Group (2015)
|
Vice President and President— Turbo Technologies (2012-2014)
|
||
|
Thaddeus B. Ewald (50)
|
Vice President—Corporate Strategy and Business Development (2010)
|
|||
|
Donald G. Jackson (48)
|
Vice President—Treasurer (2015)
|
Executive Director—Assistant Treasurer (2013-2015)
Vice President—Americas Finance, Hewlett-Packard Co. (2010-2013) |
||
|
Norbert Nusterer (49)
|
Vice President and President—Power Systems (2016)
|
Vice President—New and ReCon Parts (2011-2016)
|
||
|
Mark J. Osowick (50)
|
Vice President—Human Resources Operations (2014)
|
Executive Director—Human Resources, Components Segment & India ABO (2010-2014)
|
||
|
Srikanth Padmanabhan (53)
|
Vice President and President—Engine Business (2016)
|
Vice President—Engine Business (2014-2016)
Vice President and General Manager—Cummins Emission Solutions (2008-2014)
|
||
|
Marya M. Rose (55)
|
|
Vice President—Chief Administrative Officer (2011)
|
|
|
|
Jennifer Rumsey (44)
|
Vice President—Chief Technical Officer (2015)
|
Vice President—Engineering, Engine Business (2014-2015)
Vice President—Heavy, Medium and Light Duty Engineering (2013-2014)
Executive Director—HD Engineering (2010-2013) |
||
15
|
Livingston L. Satterthwaite (57)
|
|
Vice President and President—Distribution Business (2015)
|
|
Vice President and President—Power Generation (2008-2015)
|
|
Mark A. Smith (50)
|
Vice President—Financial Operations (2016)
|
Vice President—Investor Relations and Business Planning and Analysis (2014-2016)
Executive Director—Investor Relations (2011-2014)
|
||
|
Patrick J. Ward (54)
|
|
Vice President—Chief Financial Officer (2008)
|
|
|
Our Chairman and Chief Executive Officer is elected annually by our Board of Directors and holds office until the meeting of the Board of Directors at which his election is next considered. Other officers are appointed by the Chairman and Chief Executive Officer, are ratified by our Board of Directors and hold office for such period as the Chairman and Chief Executive Officer or the Board of Directors may prescribe.
16
ITEM 1A. Risk Factors
Set forth below and elsewhere in this Annual Report on Form 10-K are some of the principal risks and uncertainties that could cause our actual business results to differ materially from any forward-looking statements contained in this Report and could individually, or in combination, have a material adverse effect on our results of operations, financial position or cash flows. These risk factors should be considered in addition to our cautionary comments concerning forward-looking statements in this Report, including statements related to markets for our products and trends in our business that involve a number of risks and uncertainties. Our separate section above, "CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION," should be considered in addition to the following statements.
A sustained slowdown or significant downturn in our markets could materially and adversely affect our results of operations, financial condition or cash flows.
Many of our on- and off-highway markets are cyclical in nature and experience volatility in demand throughout these cycles. Although in 2017 we experienced demand growth in most of our North American and Chinese on-highway markets and certain off-highway markets as well as growth in many of our international markets, if the North American or Chinese markets suffer a significant downturn or if a slower pace of economic growth and weaker demand in our other significant international markets were to occur, depending upon the length, duration and severity of the slowdown, our results of operations, financial condition or cash flows would likely be materially adversely affected.
Our truck manufacturers and OEM customers may discontinue outsourcing their engine supply needs.
Several of our engine customers, including PACCAR, Volvo , Navistar, Fiat Chrysler, Daimler and Dongfeng, are truck manufacturers or OEMs that manufacture engines for some of their own vehicles. Despite their own engine manufacturing abilities, these customers have historically chosen to outsource certain types of engine production to us due to the quality of our engine products, our emission compliance capabilities, our systems integration, their customers' preferences, their desire for cost reductions, their desire for eliminating production risks and their desire to maintain company focus. However, there can be no assurance that these customers will continue to outsource, or outsource as much of, their engine production in the future. In fact, several of these customers have expressed their intention to significantly increase their own engine production and to decrease engine purchases from us. In addition, increased levels of OEM vertical integration could result from a number of factors, such as shifts in our customers' business strategies, acquisition by a customer of another engine manufacturer, the inability of third-party suppliers to meet product specifications and the emergence of low-cost production opportunities in foreign countries. Any significant reduction in the level of engine production outsourcing from our truck manufacturer or OEM customers could have a material adverse effect on our results of operations.
The development of new technologies may materially reduce the demand for our current products and services.
We are investing in new products and technologies, including electrified powertrains, for planned introduction into certain existing and new markets. Given the early stages of development of some of these new products and technologies, there can be no guarantee of the future market acceptance and investment returns with respect to these planned products. The increased adoption of electrified powertrains in some market segments could result in lower demand for current diesel or natural gas engines and components and, over time, reduce the demand for related parts and service revenues from diesel or natural gas powertrains. Furthermore, it is possible that we may not be successful in developing segment-leading electrified powertrains and some of our existing customers could choose to develop their own electrified or alternate fuel powertrains, or source from other manufacturers, and any of these factors could materially adversely impact our results of operations, financial condition and cash flows.
The discovery of any significant additional problems with our engine platforms or aftertreatment systems in North America could further materially adversely impact our results of operations, financial condition or cash flows.
During 2017, the CARB and U.S. EPA selected certain of our pre-2013 model year engine systems for additional emissions testing. Some of these engine systems failed CARB and EPA's tests as a result of degradation of an aftertreatment component. We have not been issued an official notice from the CARB or EPA regarding these particular engine systems. We are working with the agencies and will meet with them beginning in the first quarter of 2018, to develop a resolution of these matters. We are developing and testing a variety of solutions to address the technical issues, which could include a combination of calibration changes, service practices and hardware changes.
In addition, we continue to evaluate other engine systems for model years 2010 through 2015 that could potentially be subject to similar aftertreatment component degradation issues. At the close of 2017, we had not yet determined the impact to other model years or engine systems or the percentage of the engine system populations that could be affected.
17
Since there are many unresolved variables with respect to these degradation issues, we are not yet able to estimate the financial impact of these matters. It is possible that they could have a material impact on our results of operations in the periods in which these degradation issues are resolved and a solution is determined.
Our products are subject to recall for performance or safety-related issues.
Our products may be subject to recall for performance or safety-related issues. Product recalls subject us to harm to our reputation, loss of current and future customers, reduced revenue and product recall costs. Product recall costs are incurred when we decide, either voluntarily or involuntarily, to recall a product through a formal campaign to solicit the return of specific products due to a known or suspected performance issue. Any significant product recalls could have a material adverse effect on our results of operations, financial condition and cash flows.
See Note
12
, "
COMMITMENTS AND CONTINGENCIES
" to the
Consolidated Financial Statements
for additional information.
Lower-than-anticipated market acceptance of our new or existing products or services, including reductions in demand for diesel engines, could materially adversely impact our results of operations, financial condition or cash flows.
Although we conduct market research before launching new or refreshed engines and introducing new services, many factors both within and outside our control affect the success of new or existing products and services in the marketplace. Offering engines and services that customers desire and value can mitigate the risks of increasing price competition and declining demand, but products and services that are perceived to be less than desirable (whether in terms of price, quality, overall value, fuel efficiency or other attributes) can exacerbate these risks. With increased consumer interconnectedness through the internet, social media and other media, mere allegations relating to poor quality, safety, fuel efficiency, corporate responsibility or other key attributes can negatively impact our reputation or market acceptance of our products or services, even if such allegations prove to be inaccurate or unfounded.
A slowdown in infrastructure development and/or depressed commodity prices could adversely affect our business.
Infrastructure development and strong commodity prices have been significant drivers of our historical growth, but as the pace of investment in infrastructure slowed in recent years (especially in China and Brazil), commodity prices were significantly lower and demand for our products in off-highway markets was weak. Weakness in commodities, such as oil, gas and coal, adversely impacted mining industry participants’ demand for vehicles and equipment that contain our engines and other products over the past several years. Although many of our off-highway markets began to recover in 2017, additional deterioration, or renewed weakness, in infrastructure and commodities markets could adversely affect our customers’ demand for vehicles and equipment and could adversely affect our business.
Unpredictability in the adoption, implementation and enforcement of increasingly stringent emission standards by multiple jurisdictions around the world could adversely affect our business.
Our engines are subject to extensive statutory and regulatory requirements governing emission and noise, including standards imposed by the EPA, the EU, state regulatory agencies (such as the CARB) and other regulatory agencies around the world. We have made, and will be required to continue to make, significant capital and research expenditures to ensure our engines comply with these emission standards. Developing engines and components to meet numerous changing government regulatory requirements, with different implementation timelines and emission requirements, makes developing engines efficiently for multiple markets complicated and could result in substantial additional costs that may be difficult to recover in certain markets. In some cases, we are required to develop new products to comply with new regulations, particularly those relating to air emissions. While we have met previous deadlines, our ability to comply with other existing and future regulatory standards will be essential for us to maintain our competitive advantage in the engine markets we serve. The successful development and introduction of new and enhanced products in order to comply with new regulatory requirements are subject to other risks, such as delays in product development, cost over-runs and unanticipated technical and manufacturing difficulties.
In addition to these risks, the nature and timing of government implementation and enforcement of increasingly stringent emission standards in emerging markets are unpredictable and subject to change. Any delays in implementation or enforcement could result in the products we developed or modified to comply with these standards becoming unnecessary or becoming necessary later than expected thereby, in some cases, negating our competitive advantage. This in turn can delay, diminish or eliminate the expected return on capital and research expenditures that we have invested in such products and may adversely affect our perceived competitive advantage in being an early, advanced developer of compliant engines.
In addition to these risks, the nature and timing of government implementation and enforcement of increasingly stringent emission standards in emerging markets are unpredictable and subject to change. Any delays in implementation or enforcement could result in the products we developed or modified to comply with these standards becoming unnecessary or becoming necessary later than expected thereby, in some cases, negating our competitive advantage. This in turn can delay, diminish or eliminate the expected return on capital and research expenditures that we have invested in such products and may adversely affect our perceived competitive advantage in being an early, advanced developer of compliant engines.
We derive significant earnings from investees that we do not directly control, with more than 50 percent of these earnings from our China-based investees.
For 2017, we recognized $357 million of equity, royalty and interest income from investees, compared to $301 million in 2016.
More than half of our equity, royalty and interest income from investees is from
three of our 50 percent owned joint ventures in
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China - Beijing Foton Cummins Engine Co., Ltd., Dongfeng Cummins Engine Company, Ltd. and Chongqing Cummins Engine Company, Ltd.
As a result, although a significant percentage of our net income is derived from these unconsolidated entities, we do not unilaterally control their management or their operations, which puts a substantial portion of our net income at risk from the actions or inactions of these entities. A significant reduction in the level of contribution by these entities to our net income would likely have a material adverse effect on our results of operations and cash flows.
The adoption of new tax legislation, changes in our provisional estimates or exposure to additional income tax liabilities could adversely affect our profitability.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Legislation)
.
The estimated effects based upon current interpretation of the Tax Legislation have been incorporated into our financial results. As additional data is prepared and analyzed and as additional clarification and implementation guidance is issued on the new tax law, it may be necessary to adjust the provisional amounts. Any adjustments could have a material impact on provisional amounts. In addition, there is a risk that states or foreign jurisdictions may amend their tax laws in response to the Tax Legislation, which could have a material impact on our future results.
We are subject to income taxes in the U.S. and numerous international jurisdictions. Our income tax provision and cash tax liability in the future could be adversely affected by changes in earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the discovery of new information in the course of our tax return preparation process. The carrying value of deferred tax assets, which are predominantly in the U.S., is dependent on our ability to generate future taxable income in the U.S. We are also subject to ongoing tax audits. These audits can involve complex issues, which may require an extended period of time to resolve and can be highly judgmental. Tax authorities may disagree with certain tax reporting positions taken by us and, as a result, assess additional taxes against us. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. The amounts ultimately paid upon resolution of these or subsequent tax audits could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our tax provision.
We are exposed to, and may be adversely affected by, potential security breaches or other disruptions to our information technology systems and data security.
We rely on the capacity, reliability and security of our information technology systems and data security infrastructure in connection with various aspects of our business activities. We also rely on our ability to expand and continually update these systems and related infrastructure in response to the changing needs of our business. As we implement new systems, they may not perform as expected. We also face the challenge of supporting our older systems and implementing necessary upgrades. In addition, some of these systems are managed by third party service providers and are not under our direct control. If we experience a problem with an important information technology system, including during system upgrades and/or new system implementations, the resulting disruptions could have an adverse effect on our business and reputation. As customers adopt and rely on the cloud-based digital technologies and services we offer, any disruption of the confidentiality, integrity or availability of those services could have an adverse effect on our business and reputation.
The data handled by our information technology systems is vulnerable to security threats. Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters. Information technology security threats, such as security breaches, computer malware and other "cyber attacks," which are increasing in both frequency and sophistication, could result in unauthorized disclosures of information and create financial liability, subject us to legal or regulatory sanctions, or damage our reputation with customers, dealers, suppliers and other stakeholders. We continuously seek to maintain a robust program of information security and controls, but the impact of a material information technology event could have a material adverse effect on our competitive position, reputation, results of operations, financial condition and cash flow.
Financial distress or a change-in-control of one of our large truck OEM customers could materially adversely impact our results of operations.
We recognize significant sales of engines and components to a few large on-highway truck OEM customers in North America which have been an integral part of our positive business results for several years. If one of our large truck OEM customers experiences financial distress, bankruptcy or a change-in-control, such circumstance could likely lead to significant reductions in our revenues and earnings, commercial disputes, receivable collection issues, and other negative consequences that could have a material adverse impact on our results of operations.
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Our plan to reposition our portfolio of product offerings through exploring strategic acquisitions and divestitures may expose us to additional costs and risks.
Part of our strategic plan is to improve our gross margins and earnings by exploring the repositioning of our portfolio of product line offerings through the pursuit of potential strategic acquisitions and/or divestitures to provide future strategic, financial and operational benefits and improve shareholder value. There can be no assurance that we will be able to identify suitable candidates or consummate these transactions on favorable terms. The successful identification and completion of any strategic transaction depends on a number of factors that are not entirely within our control, including the availability of suitable candidates and our ability to negotiate terms acceptable to all parties involved, conclude satisfactory agreements and obtain all necessary regulatory approvals. Accordingly, we may not be able to successfully negotiate and complete specific transactions. The exploration, negotiation and consummation of strategic transactions may involve significant expenditures by us, which may adversely affect our results of operations at the time such expenses are incurred, and may divert management’s attention from our existing business. Strategic transactions also may have adverse effects on our existing business relationships with suppliers and customers.
If required, the financing for strategic acquisitions could result in an increase in our indebtedness, dilute the interests of our shareholders or both. Any acquisition may not be accretive to us for a significant period of time following the completion of such acquisition. Also, our ability to effectively integrate any potential acquisition into our existing business and culture may not be successful, which could jeopardize future financial and operational performance for the combined businesses. In addition, if an acquisition results in any additional goodwill or increase in other intangible assets on our balance sheet and subsequently becomes impaired, we would be required to record a non-cash impairment charge, which could result in a material adverse effect on our financial condition and results of operations.
Similarly, any strategic divestiture of a product line or business may reduce our revenue and earnings, reduce the diversity of our business, result in substantial costs and expenses and cause disruption to our employees, customers, vendors and communities in which we operate.
If required, the financing for strategic acquisitions could result in an increase in our indebtedness, dilute the interests of our shareholders or both. Any acquisition may not be accretive to us for a significant period of time following the completion of such acquisition. Also, our ability to effectively integrate any potential acquisition into our existing business and culture may not be successful, which could jeopardize future financial and operational performance for the combined businesses. In addition, if an acquisition results in any additional goodwill or increase in other intangible assets on our balance sheet and subsequently becomes impaired, we would be required to record a non-cash impairment charge, which could result in a material adverse effect on our financial condition and results of operations.
Similarly, any strategic divestiture of a product line or business may reduce our revenue and earnings, reduce the diversity of our business, result in substantial costs and expenses and cause disruption to our employees, customers, vendors and communities in which we operate.
We are vulnerable to supply shortages from single-sourced suppliers.
During 2017, we single sourced approximately 20 percent of the total types of parts in our product designs, compared to approximately 56 percent in 2016. Any delay in our suppliers' deliveries may adversely affect our operations at multiple manufacturing locations, forcing us to seek alternative supply sources to avoid serious disruptions. Delays may be caused by factors affecting our suppliers, including capacity constraints, labor disputes, economic downturns, availability of credit, the impaired financial condition of a particular supplier, suppliers' allocations to other purchasers, weather emergencies, natural disasters or acts of war or terrorism. Any extended delay in receiving critical supplies could impair our ability to deliver products to our customers and our results of operations.
We face significant competition in the markets we serve.
The markets in which we operate are highly competitive. We compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. We primarily compete in the market with diesel engines and related diesel products; however, new technologies continue to be developed for gasoline, natural gas, electrification and other technologies and we will continue to face new competition from these expanding technologies. Our products primarily compete on the basis of price, performance, fuel economy, speed of delivery, quality and customer support. We also face competitors in some emerging markets who have established local practices and long standing relationships with participants in these markets. There can be no assurance that our products will be able to compete successfully with the products of other companies and in other markets.
Increasing global competition among our customers may affect our existing customer relationships and restrict our ability to benefit from some of our customers' growth.
As our customers in emerging markets continue to grow in size and scope, they are increasingly seeking to export their products to other countries. This has meant greater demand for our advanced engine technologies to help these customers meet the more stringent emissions requirements of developed markets, as well as greater demand for access to our distribution systems for purposes of equipment servicing. As these emerging market customers enter into, and begin to compete in more developed markets, they may increasingly begin to compete with our existing customers in these markets. Our further aid to emerging market customers could adversely affect our relationships with developed market customers. In addition, to the extent the competition does not correspond to overall growth in demand, we may see little or no benefit from this type of expansion by our emerging market customers.
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Policy changes affecting international trade could adversely impact the demand for our products and our competitive position.
Changes in government policies on foreign trade and investment can affect the demand for our products and services, impact the competitive position of our products or prevent us from being able to sell products in certain countries. Our business benefits from free trade agreements, such as the North American Free Trade Agreement, and efforts to withdraw from, or substantially modify such agreements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, exchange controls or new barriers to entry, could have a material adverse effect on our results of operations, financial condition or cash flows.
Additionally, the results of the United Kingdom’s referendum on EU membership, advising for the exit from the EU, has caused and may continue to cause significant volatility in global stock markets, currency exchange rate fluctuations and global economic uncertainty. Although it is unknown what the terms of the United Kingdom’s future relationship with the EU will be, it is possible that there will be greater restrictions on imports and exports between the United Kingdom and EU and increased regulatory complexities. Any of these factors could adversely impact customer demand, our relationships with customers and suppliers and our results of operations.
Additionally, the results of the United Kingdom’s referendum on EU membership, advising for the exit from the EU, has caused and may continue to cause significant volatility in global stock markets, currency exchange rate fluctuations and global economic uncertainty. Although it is unknown what the terms of the United Kingdom’s future relationship with the EU will be, it is possible that there will be greater restrictions on imports and exports between the United Kingdom and EU and increased regulatory complexities. Any of these factors could adversely impact customer demand, our relationships with customers and suppliers and our results of operations.
We are subject to foreign currency exchange rate and other related risks.
We conduct operations in many areas of the world involving transactions denominated in a variety of currencies. We are subject to foreign currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, since our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on our results of operations. Although the U.S. dollar weakened in 2017, the U.S. dollar strengthened in recent years through 2016 and resulted in material unfavorable impacts on our revenues in those years. If the U.S. dollar returns to strengthening against other currencies, we will experience additional volatility in our financial statements.
While we customarily enter into financial transactions that attempt to address these risks and many of our supply agreements with customers include foreign currency exchange rate adjustment provisions, there can be no assurance that foreign currency exchange rate fluctuations will not adversely affect our future results of operations. In addition, while the use of currency hedging instruments may provide us with some protection from adverse fluctuations in foreign currency exchange rates, by utilizing these instruments we potentially forego the benefits that might result from favorable fluctuations in foreign currency exchange rates.
We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Foreign exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation. See Management's Discussion and Analysis for additional information.
While we customarily enter into financial transactions that attempt to address these risks and many of our supply agreements with customers include foreign currency exchange rate adjustment provisions, there can be no assurance that foreign currency exchange rate fluctuations will not adversely affect our future results of operations. In addition, while the use of currency hedging instruments may provide us with some protection from adverse fluctuations in foreign currency exchange rates, by utilizing these instruments we potentially forego the benefits that might result from favorable fluctuations in foreign currency exchange rates.
We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Foreign exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation. See Management's Discussion and Analysis for additional information.
Our products are exposed to variability in material and commodity costs.
Our businesses establish prices with our customers in accordance with contractual time frames; however, the timing of material and commodity market price increases may prevent us from passing these additional costs on to our customers through timely pricing actions. Additionally, higher material and commodity costs around the world may offset our efforts to reduce our cost structure. While we customarily enter into financial transactions and contractual pricing adjustment provisions with our customers that attempt to address some of these risks (notably with respect to copper, platinum and palladium), there can be no assurance that commodity price fluctuations will not adversely affect our results of operations. In addition, while the use of commodity price hedging instruments and contractual pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, by utilizing these instruments we potentially forego the benefits that might result from favorable fluctuations in price. As a result, higher material and commodity costs, as well as hedging these commodity costs during periods of decreasing prices, could result in declining margins.
We may fail to realize all of the expected enhanced revenue, earnings, and cash flow from our investment in the Eaton Cummins Automated Transmission Technologies joint venture.
Our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our recent investment in the Eaton Cummins Automated Transmission Technologies joint venture will depend, in substantial part, on our ability to successfully launch the automated transmission products in North America and achieve our projected market penetration. While we believe
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we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals within our anticipated time frame or in the anticipated amounts. If we are not able to successfully complete our automated transmission strategy, the anticipated enhanced revenue, earnings, and cash flows resulting from this joint venture may not be realized fully or may take longer to realize than expected.
As part of the purchase accounting associated with the formation of the joint venture, significant goodwill and intangible asset balances were recorded on the consolidated balance sheet. If cash flows from the joint venture fall short of our anticipated amounts, these assets could be subject to impairment charges, negatively impacting our earnings.
As part of the purchase accounting associated with the formation of the joint venture, significant goodwill and intangible asset balances were recorded on the consolidated balance sheet. If cash flows from the joint venture fall short of our anticipated amounts, these assets could be subject to impairment charges, negatively impacting our earnings.
We are exposed to political, economic and other risks that arise from operating a multinational business.
Our business is subject to the political, economic and other risks that are inherent in operating in numerous countries. These risks include:
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•
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the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
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•
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trade protection measures and import or export licensing requirements;
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•
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the imposition of taxes on foreign income and tax rates in certain foreign countries that exceed those in the U.S.;
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•
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the imposition of tariffs, exchange controls or other restrictions;
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•
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difficulty in staffing and managing widespread operations and the application of foreign labor regulations;
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•
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required compliance with a variety of foreign laws and regulations; and
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•
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changes in general economic and political conditions in countries where we operate, particularly in emerging markets.
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As we continue to operate our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to our multinational operations will not have a material adverse effect upon us.
Our global operations are subject to laws and regulations that impose significant compliance costs and create reputational and legal risk.
Due to the international scope of our operations, we are subject to a complex system of commercial and trade regulations around the world. Recent years have seen an increase in the development and enforcement of laws regarding trade compliance and anti-corruption, such as the U.S. Foreign Corrupt Practices Act and similar laws from other countries, as well as new regulatory requirements regarding data privacy, such as the European Union General Data Protection Regulation. Our numerous foreign subsidiaries, affiliates and joint venture partners are governed by laws, rules and business practices that differ from those of the U.S. The activities of these entities may not comply with U.S. laws or business practices or our Code of Business Conduct. Violations of these laws may result in severe criminal or civil sanctions, could disrupt our business, and result in an adverse effect on our reputation, business and results of operations or financial condition. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing laws might be administered or interpreted.
We face the challenge of accurately aligning our capacity with our demand.
We can experience idle capacity as economies slow or demand for certain products decline. Accurately forecasting our expected volumes and appropriately adjusting our capacity have been, and will continue to be, important factors in determining our results of operations. If we overestimate our demand and overbuild our capacity, we may have significantly underutilized assets and we may experience reduced margins. If we do not accurately align our manufacturing capabilities with demand it could have a material adverse effect on our results of operations.
Our business is exposed to potential product liability claims.
We face an inherent business risk of exposure to product liability claims in the event that our products' failure to perform to specification results, or is alleged to result, in property damage, bodily injury and/or death. At any given time, we are subject to various and multiple product liability claims, any one of which, if decided adversely to us, may have a material adverse effect on our reported results of operation in the period in which our liability with respect to any such claim is recognized. While we maintain insurance coverage with respect to certain product liability claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against product liability claims. In addition, product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant periods of time, regardless of the ultimate outcome. Furthermore, even if we are successful in
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defending against a claim relating to our products, claims of this nature could cause our customers to lose confidence in our products and us.
Our operations are subject to increasingly stringent environmental laws and regulations.
Our plants and operations are subject to increasingly stringent environmental laws and regulations in all of the countries in which we operate, including laws and regulations governing air emission, discharges to water and the generation, handling, storage, transportation, treatment and disposal of waste materials. While we believe that we are in compliance in all material respects with these environmental laws and regulations, there can be no assurance that we will not be adversely impacted by costs, liabilities or claims with respect to existing or subsequently acquired operations, under either present laws and regulations or those that may be adopted or imposed in the future. We are also subject to laws requiring the cleanup of contaminated property. If a release of hazardous substances occurs at or from any of our current or former properties or at a landfill or another location where we have disposed of hazardous materials, we may be held liable for the contamination and the amount of such liability could be material.
Future bans or limitations on the use of diesel-powered vehicles, in an effort to limit greenhouse gas emissions, could materially adversely affect our business over the long term.
In an effort to limit greenhouse gas emissions, mayors of several large international cities announced that they plan to implement a ban on the use in their cities of diesel-powered vehicles by 2025. These cities include Athens, Madrid, Mexico City and Paris. Similarly, Germany adopted legislation to ban new internal combustion engine vehicles by 2030, and China is considering a ban on the production and sale of diesel-powered vehicles to be adopted in the near future. In addition, California government officials have called for the state to phase out sales of diesel-powered vehicles by 2040. To the extent that these types of bans are actually implemented in the future on a broad basis, or in one or more of our key markets, our business over the long-term could be materially adversely affected.
We are exposed to risks arising from the price and availability of energy.
The level of demand for our products and services is influenced in multiple ways by the price and availability of energy. High energy costs generally drive greater demand for better fuel economy in almost all countries in which we operate. Some of our engine products have been developed with a primary purpose of offering fuel economy improvements, and if energy costs decrease or increase less than expected, demand for these products may likewise decrease. The relative unavailability of electricity in some emerging market countries also influences demand for our electricity generating products, such as our diesel generators. If these countries add energy capacity by expanding their power grids at a rate equal to or faster than the growth in demand for energy, the demand for our generating products could also decrease or increase less than would otherwise be the case.
Significant declines in future financial and stock market conditions could diminish our pension plan asset performance and adversely impact our results of operations, financial condition and cash flow.
We sponsor both funded and unfunded domestic and foreign defined benefit pension and other retirement plans. Our pension cost and the required contributions to our pension plans are directly affected by the value of plan assets, the projected and actual rates of return on plan assets and the actuarial assumptions we use to measure our defined benefit pension plan obligations, including the discount rate at which future projected and accumulated pension obligations are discounted to a present value. We could experience increased pension cost due to a combination of factors, including the decreased investment performance of pension plan assets, decreases in the discount rate and changes in our assumptions relating to the expected return on plan assets.
Significant declines in future financial and stock market conditions could cause material losses in our pension plan assets, which could result in increased pension cost in future years and adversely impact our results of operations, financial condition and cash flow. Depending upon the severity of market declines and government regulatory changes, we may be legally obligated to make pension payments in the U.S. and perhaps other countries and these contributions could be material.
Significant declines in future financial and stock market conditions could cause material losses in our pension plan assets, which could result in increased pension cost in future years and adversely impact our results of operations, financial condition and cash flow. Depending upon the severity of market declines and government regulatory changes, we may be legally obligated to make pension payments in the U.S. and perhaps other countries and these contributions could be material.
We may be adversely impacted by work stoppages and other labor matters.
At December 31, 2017, we employed approximately 58,600 persons worldwide. Approximately 20,830 of our employees worldwide are represented by various unions under collective bargaining agreements that expire between 2018 and 2022.
While we have no reason to believe that we will be materially impacted by work stoppages or other labor matters, there can be no assurance that future issues with our labor unions will be resolved favorably or that we will not encounter future strikes, work stoppages, or other types of conflicts with labor unions or our employees. Any of these consequences may have an adverse effect on us or may limit our flexibility in dealing with our workforce. In addition, many of our customers and suppliers have
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unionized work forces. Work stoppages or slowdowns experienced by our customers or suppliers could result in slowdowns or closures that would have a material adverse effect on our results of operations, financial condition and cash flow.
Our financial statements are subject to changes in accounting standards that could adversely impact our profitability or financial position.
Our financial statements are subject to the application of generally accepted accounting principles (GAAP) in the United States of America, which are periodically revised and/or expanded. Accordingly, from time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board. Recently, accounting standard setters issued new guidance which further interprets or seeks to revise accounting pronouncements related to revenue recognition and lease accounting as well as to issue new standards expanding disclosures. The impact of accounting pronouncements that have been issued but not yet implemented is disclosed in our annual and quarterly reports on Form 10-K and Form 10-Q. An assessment of proposed standards is not provided, as such proposals are subject to change through the exposure process and, therefore, their effects on our financial statements cannot be meaningfully assessed. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse effect on our reported results of operations and financial position.
ITEM 1B. Unresolved Staff Comments
None.
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ITEM 2. Properties
Manufacturing Facilities
Our principal manufacturing facilities include our plants used by the following segments in the following locations:
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Segment
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U.S. Facilities
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Facilities Outside the U.S.
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Engine
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Indiana:
Columbus
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Brazil:
Sao Paulo
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New York:
Lakewood
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India:
Phaltan
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North Carolina:
Whitakers
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U.K.:
Darlington
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Components
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Indiana:
Columbus
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Australia:
Kilsyth
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South Carolina:
Charleston
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Brazil:
Sao Paulo
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Tennessee:
Cookeville
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China:
Beijing, Shanghai, Wuxi, Wuhan
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Wisconsin:
Mineral Point, Neillsville
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France:
Quimper
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Germany:
Marktheidenfeld
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India:
Pune, Dewas, Pithampur, Phaltan, Rudrapur
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Mexico:
Ciudad Juarez, San Luis Potosi
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South Africa:
Johannesburg
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South Korea:
Suwon
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U.K.:
Darlington, Huddersfield
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Power Systems
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Indiana:
Elkhart, Seymour
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Brazil:
Sao Paulo
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Minnesota:
Fridley
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China:
Wuxi, Wuhan
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New Mexico:
Clovis
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India:
Pune, Ahmendnagar, Ranjangaon, Phaltan
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Mexico:
San Luis Potosi
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Romania:
Craiova
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U.K.:
Daventry, Margate, Manston, Stamford
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Nigeria:
Lagos
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In addition, engines and engine components are manufactured by joint ventures or independent licensees at manufacturing plants in the U.S., China, India, Russia, Japan, Sweden and Mexico.
Distribution Facilities
The principal distribution facilities that serve all of our segments are located in the following locations:
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U.S. Facilities
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Facilities Outside the U.S.
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California:
Irvine
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Canada:
Vancouver
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Colorado:
Henderson
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China:
Beijing
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Georgia:
Atlanta
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Russia:
Moscow
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Michigan:
New Hudson
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Singapore:
Singapore
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Minnesota:
White Bear Lake
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South Africa:
Johannesburg
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Nebraska:
Omaha
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Tennessee:
Memphis
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Texas:
Dallas
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Headquarters and Other Offices
Our Corporate Headquarters are located in Columbus, Indiana. Additional marketing, operational headquarters and supply chain facilities are in the following locations:
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U.S. Facilities
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Facilities Outside the U.S.
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Indiana:
Columbus, Indianapolis
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Belgium:
Rumst
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Kentucky
: Walton
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Brazil:
Guarulhos
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Tennessee:
Memphis,
Nashville
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China:
Beijing, Shanghai, Wuhan
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Washington, D.C.
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India:
Pune
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Mexico:
San Luis Potosi
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Russia:
Moscow
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Singapore:
Singapore
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South Africa:
Johannesburg
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U.K.:
Staines, Stockton
|
||
|
United Arab Emirates:
Dubai
|
||
ITEM 3. Legal Proceedings
We are subject to numerous lawsuits and claims arising out of the ordinary course of our business, including actions related to product liability; personal injury; the use and performance of our products; warranty matters; product recalls; patent, trademark or other intellectual property infringement; contractual liability; the conduct of our business; tax reporting in foreign jurisdictions; distributor termination; workplace safety; and environmental matters. We also have been identified as a potentially responsible party at multiple waste disposal sites under U.S. federal and related state environmental statutes and regulations and may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. We have denied liability with respect to many of these lawsuits, claims and proceedings and are vigorously defending such lawsuits, claims and proceedings. We carry various forms of commercial, property and casualty, product liability and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against us with respect to these lawsuits, claims and proceedings. We do not believe that these lawsuits are material individually or in the aggregate. While we believe we have also established adequate accruals pursuant to U.S. generally accepted accounting principles for our expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably estimated based upon then presently available information, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on our business, results of operations, financial condition or cash flows.
The matters described under "Loss Contingency Charges" in Note
12
, "
COMMITMENTS AND CONTINGENCIES
," to the
Consolidated Financial Statements
are incorporated herein by reference.
We conduct significant business operations in Brazil that are subject to the Brazilian federal, state and local labor, social security, tax and customs laws. While we believe we comply with such laws, they are complex, subject to varying interpretations and we are often engaged in litigation regarding the application of these laws to particular circumstances.
ITEM 4. Mine Safety Disclosures
Not Applicable.
26
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Our common stock is listed on the NYSE under the symbol "CMI." For information about the quoted market prices of our common stock, information regarding dividend payments and the number of common stock shareholders, see "Selected Quarterly Financial Data" in this report. For other matters related to our common stock and shareholders' equity, see Note
13
, "
SHAREHOLDERS' EQUITY
," to the
Consolidated Financial Statements
.
(b) Use of proceeds—not applicable.
(c) The following information is provided pursuant to Item 703 of Regulation S-K:
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
|
Period
|
(a) Total
Number of
Shares
Purchased
(1)
|
(b) Average
Price Paid
per Share
|
(c) Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or Programs
|
(d) Maximum
Number of Shares
that May Yet Be
Purchased Under the
Plans or Programs
(2)
|
|||||||||
|
October 2 - November 5
|
538
|
|
$
|
173.90
|
|
—
|
|
39,622
|
|
||||
|
November 6 - December 3
|
349,637
|
|
166.01
|
|
348,837
|
|
40,522
|
|
|||||
|
December 4 - December 31
|
15,584
|
|
167.66
|
|
12,020
|
|
36,058
|
|
|||||
|
Total
|
365,759
|
|
166.10
|
|
360,857
|
|
|
|
|||||
_____________________________________________________________
(1)
Shares purchased represent shares under our Key Employee Stock Investment Plan established in 1969 (there is no maximum repurchase limitation in this plan) and our Board of Directors authorized share repurchase programs.
(2)
These values reflect the sum of shares held in loan status under our Key Employee Stock Investment Plan. The repurchase programs authorized by the Board of Directors do not limit the number of shares that may be purchased and were excluded from this column. The dollar value remaining available for future purchases under such programs as of December 31, 2017, was $1.0 billion.
In December 2016, our Board of Directors authorized the acquisition of up to $1 billion of additional common stock upon completion of the 2015 repurchase plan.
During the
three months ended December 31, 2017
, we repurchased
$60 million
of common stock under the 2015 Board of Directors authorized plan.
During the
three months ended December 31, 2017
, we repurchased
4,902
shares from employees in connection with the Key Employee Stock Investment Plan which allows certain employees, other than officers, to purchase shares of common stock on an installment basis up to an established credit limit. Loans are issued for five-year terms at a fixed interest rate established at the date of purchase and may be refinanced after their initial five-year period for an additional five-year period. Participants must hold shares for a minimum of six months from date of purchase. If the shares are sold before the loan is paid off, the employee must wait six months before another share purchase may be made. We hold participants’ shares as security for the loans and would, in effect repurchase shares if the participant defaulted in repayment of the loan. There is no maximum amount of shares that we may purchase under this plan.
27
Performance Graph (Unaudited)
The following Performance Graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any of our future filings under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
The following graph compares the cumulative total shareholder return on our common stock for the last five years with the cumulative total return on the S&P 500 Index and an index of peer companies selected by us. In 2017 the Board of Directors updated their benchmark criteria for peer companies, re-evaluated our peer group based on the updated criteria and updated our group to include current companies that participate in similar end-markets and have similar businesses. Our revised group includes BorgWarner Inc., Caterpillar, Inc., Daimler AG, Deere & Company, Donaldson Company Inc., Eaton Corporation, Emerson Electric Co., Fortive Corporation, W.W. Grainger Inc., Honeywell International, Illinois Tool Works Inc., Navistar, PACCAR, Parker-Hannifin Corporation, Textron Inc. and Volvo AB. Each of the measures of cumulative total return assumes reinvestment of dividends. The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG CUMMINS INC., S&P 500 INDEX AND CUSTOM PEER GROUP
ASSUMES $100 INVESTED ON
DEC. 31, 2012
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31,
2017
28
ITEM 6. Selected Financial Data
The selected financial information presented below for each of the last five years ended December 31, beginning with
2017
, was derived from our
Consolidated Financial Statements
. This information should be read in conjunction with our
Consolidated Financial Statements
and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
|
In millions, except per share amounts
|
2017
|
2016
|
2015
|
2014
|
2013
|
|||||||||||||||
|
For the years ended December 31,
|
|
|
|
|
|
|||||||||||||||
|
Net sales
|
$
|
20,428
|
|
$
|
17,509
|
|
$
|
19,110
|
|
$
|
19,221
|
|
$
|
17,301
|
|
|||||
|
U.S. percentage of sales
|
54
|
%
|
54
|
%
|
56
|
%
|
52
|
%
|
48
|
%
|
||||||||||
|
Non-U.S. percentage of sales
|
46
|
%
|
46
|
%
|
44
|
%
|
48
|
%
|
52
|
%
|
||||||||||
|
Gross margin
|
5,090
|
|
4,452
|
|
4,947
|
|
4,861
|
|
4,280
|
|
||||||||||
|
Research, development and engineering expenses
|
752
|
|
636
|
|
735
|
|
754
|
|
713
|
|
||||||||||
|
Equity, royalty and interest income from investees
|
357
|
|
301
|
|
315
|
|
370
|
|
361
|
|
||||||||||
|
Interest expense
|
81
|
|
69
|
|
65
|
|
64
|
|
41
|
|
||||||||||
|
Net income attributable to Cummins Inc.
(1)
|
999
|
|
1,394
|
|
1,399
|
|
1,651
|
|
1,483
|
|
||||||||||
|
Earnings per common share attributable to Cummins Inc.
(2)
|
||||||||||||||||||||
|
Basic
|
$
|
5.99
|
|
$
|
8.25
|
|
$
|
7.86
|
|
$
|
9.04
|
|
$
|
7.93
|
|
|||||
|
Diluted
|
5.97
|
|
8.23
|
|
7.84
|
|
9.02
|
|
7.91
|
|
||||||||||
|
Cash dividends declared per share
|
4.21
|
|
4.00
|
|
3.51
|
|
2.81
|
|
2.25
|
|
||||||||||
|
Net cash provided by operating activities
|
$
|
2,277
|
|
$
|
1,935
|
|
$
|
2,059
|
|
$
|
2,266
|
|
$
|
2,089
|
|
|||||
|
Capital expenditures
|
506
|
|
531
|
|
744
|
|
743
|
|
676
|
|
||||||||||
|
At December 31,
|
|
|
|
|
|
|||||||||||||||
|
Cash and cash equivalents
|
$
|
1,369
|
|
$
|
1,120
|
|
$
|
1,711
|
|
$
|
2,301
|
|
$
|
2,699
|
|
|||||
|
Total assets
|
18,075
|
|
15,011
|
|
15,134
|
|
15,764
|
|
14,728
|
|
||||||||||
|
Long-term debt
(3)
|
1,588
|
|
1,568
|
|
1,576
|
|
1,577
|
|
1,672
|
|
||||||||||
|
Total equity
(4)
|
8,164
|
|
7,174
|
|
7,750
|
|
8,093
|
|
7,870
|
|
||||||||||
_____________________________________________________________
(1)
For the year ended December 31, 2017, net income attributable to Cummins Inc. was reduced by $777 million due to tax reform. For the year ended December 31, 2016, net income attributable to Cummins Inc. included a $138 million charge for a loss contingency ($74 million net of favorable variable compensation impact and after-tax). For the year ended December 31, 2015, net income attributable to Cummins Inc. included $211 million for an impairment of light-duty diesel assets ($133 million after-tax), $90 million of restructuring actions and other charges ($61 million after-tax) and a $60 million charge for a loss contingency ($38 million after-tax). For the year ended December 31, 2014, net income attributable to Cummins Inc. included $32 million of restructuring and other charges ($21 million after-tax) for operating actions related to the Power Systems segment.
(2)
For the year ended December 31, 2017, results for basic and diluted earnings per share were reduced by $4.66 per share and $4.65 per share, respectively, due to tax reform.
(3)
In 2015, we adopted new rules related to balance sheet debt issuance costs, which resulted in the reclassification of our December 31, 2014, debt balance, reducing our long-term debt by $12 million. In September 2013, we issued $1 billion of senior unsecured debt.
(4)
For the years ended December 31, 2017, 2016, 2015, 2014 and 2013
, we recorded non-cash charges (credits) to equity of
($28) million
,
$65 million
,
$63 million
,
$78 million
and
($102) million
,
respectively, to record net actuarial losses (gains) associated with the valuation of our pension plans. These losses (gains) include the effects of market conditions on our pension trust assets and the effects of economic factors on the valuation of the pension liability.
For the years ended December 31, 2017, 2016, 2015, 2014 and 2013
, we recorded non-cash charges (credits) to equity of
($315) million
,
$431 million
,
$290 million
, $227 million and $18 million, respectively, to record unrealized losses (gains) associated with the foreign currency translation adjustments.
29
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
ORGANIZATION OF INFORMATION
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) was prepared to provide the reader with a view and perspective of our business through the eyes of management and should be read in conjunction with our
Consolidated Financial Statements
and the accompanying notes to those financial statements. Our MD&A is presented in the following sections:
|
•
|
Executive Summary and Financial Highlights
|
|
•
|
2018
Outlook
|
|
•
|
Results of Operations
|
|
•
|
Operating Segment Results
|
|
•
|
Liquidity and Capital Resources
|
|
•
|
Contractual Obligations and Other Commercial Commitments
|
|
•
|
Application of Critical Accounting Estimates
|
|
•
|
Recently Adopted and Recently Issued Accounting Pronouncements
|
EXECUTIVE SUMMARY AND FINANCIAL HIGHLIGHTS
We are a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, transmissions and electric power generation systems. We sell our products to original equipment manufacturers (OEMs), distributors and other customers worldwide.
We have long-standing relationships with many of the leading manufacturers in the markets we serve, including PACCAR Inc, Daimler Trucks North America, Navistar International Corporation and Fiat Chrysler Automobiles.
We serve our customers through a network of approximately
500
wholly-owned and independent distributor locations and over
7,500
dealer locations in more than
190
countries and territories.
Our reportable operating segments consist of Engine, Distribution, Components and Power Systems. This reporting structure is organized according to the products and markets each segment serves
. The Engine segment produces engines (15 liters and less in size) and associated parts for sale to customers in on-highway and various off-highway markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, agriculture, power generation systems and other off-highway applications. The Distribution segment includes wholly-owned and partially-owned distributorships engaged in wholesaling engines, generator sets and service parts, as well as performing service and repair activities on our products and maintaining relationships with various OEMs throughout the world. The Components segment sells filtration products, aftertreatment systems, turbochargers, fuel systems and transmissions. The Power Systems segment is an integrated power provider, which designs, manufactures and sells engines (16 liters and larger) for industrial applications (including mining, oil and gas, marine and rail), standby and prime power generator sets, alternators and other power components.
Our financial performance depends, in large part, on varying conditions in the markets we serve, particularly the on-highway, construction and general industrial markets. Demand in these markets tends to fluctuate in response to overall economic conditions. Our sales may also be impacted by OEM inventory levels, production schedules and stoppages. Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets. As a worldwide business, our operations are also affected by currency, political, economic and regulatory matters, including adoption and enforcement of environmental and emission standards, in the countries we serve. As part of our growth strategy, we invest in businesses in certain countries that carry high levels of these risks such as China, Brazil, India, Mexico, Russia and countries in the Middle East and Africa. At the same time, our geographic diversity and broad product and service offerings have helped limit the impact from a drop in demand in any one industry or customer or the economy of any single country on our consolidated results.
Worldwide revenues
improved
17 percent
in
2017
compared to
2016
, with all operating segments reporting higher revenue. Revenue in the U.S. and Canada
improved
by 15 percent primarily due to increased demand in the North American on-highway markets, increased industrial demand (especially in oil and gas, construction and mining markets) and organic growth and higher sales related to the acquisition of a North American distributor in the fourth quarter of 2016. International demand growth (excludes the U.S. and Canada) in 2017
improved
revenues by 19 percent, with sales up in most of our markets,
30
especially in China, Russia, India and the U.K. The increase in international sales was primarily due to increased demand in the truck market in China, new emission regulations in India and increased demand in industrial markets (especially construction markets in China and mining markets in Europe).
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Legislation). Among other things, the Tax Legislation changed the U.S. statutory rate to 21 percent effective January 1, 2018. The impact of the Tax Legislation resulted in a net incremental charge to our
Consolidated Statements of Income
of
$777 million
. The components of the 2017 charge were as follows:
|
In millions
|
Impact of Tax Legislation
(1)
|
||
|
Increase in income tax expense
|
$
|
781
|
|
|
Decrease in equity, royalty and other income from investees
|
39
|
|
|
|
Increase in income attributable to noncontrolling interests
(2)
|
(43
|
)
|
|
|
Net impact of Tax Legislation
|
$
|
777
|
|
_____________________________________________________
(1)
See Note
2
, "
INCOME TAXES
," Note
3
, "
INVESTMENTS IN EQUITY INVESTEES
" and Note
16
,
"
NONCONTROLLING INTERESTS
," to our
Consolidated Financial Statements
for additional information
.
(2)
Noncontrolling interest was reduced for withholding taxes on foreign earnings which reduced the income eliminated for non-
Cummins ownership interest attributable to Cummins India, Ltd.
The $781 million increase in tax expense is composed of three elements - the remeasurement of deferred taxes, a one-time transitional tax on unrepatriated earnings and withholding taxes on foreign earnings.
The following table contains sales and earnings before interest expense, income tax expense and noncontrolling interests (EBIT) results by operating segment for the years ended December 31,
2017
and
2016
. See the section titled "Operating Segment Results" for a more detailed discussion of net sales and EBIT by operating segment including the reconciliation of segment EBIT to net income attributable to Cummins, Inc.
|
Operating Segments
|
||||||||||||||||||||||||||||
|
|
2017
|
2016
|
Percent change
|
|||||||||||||||||||||||||
|
|
|
Percent
of Total
|
|
|
Percent
of Total
|
|
2017 vs. 2016
|
|||||||||||||||||||||
|
In millions
|
Sales
|
EBIT
|
Sales
|
EBIT
|
Sales
|
EBIT
|
||||||||||||||||||||||
|
Engine
|
$
|
8,953
|
|
44
|
%
|
$
|
959
|
|
$
|
7,804
|
|
45
|
%
|
$
|
686
|
|
(1)
|
15
|
%
|
40
|
%
|
|||||||
|
Distribution
|
7,058
|
|
34
|
%
|
384
|
|
6,181
|
|
35
|
%
|
392
|
|
14
|
%
|
(2
|
)%
|
||||||||||||
|
Components
|
5,889
|
|
29
|
%
|
754
|
|
4,836
|
|
28
|
%
|
641
|
|
22
|
%
|
18
|
%
|
||||||||||||
|
Power Systems
|
4,058
|
|
20
|
%
|
294
|
|
3,517
|
|
20
|
%
|
263
|
|
15
|
%
|
12
|
%
|
||||||||||||
|
Intersegment eliminations
|
(5,530
|
)
|
(27
|
)%
|
—
|
|
(4,829
|
)
|
(28
|
)%
|
—
|
|
15
|
%
|
—
|
|
||||||||||||
|
Non-segment
|
—
|
|
—
|
|
55
|
|
—
|
|
—
|
|
17
|
|
—
|
|
NM
|
|
||||||||||||
|
Total
|
$
|
20,428
|
|
100
|
%
|
$
|
2,446
|
|
$
|
17,509
|
|
100
|
%
|
$
|
1,999
|
|
17
|
%
|
22
|
%
|
||||||||
_____________________________________________________
"NM" - not meaningful information
(1)
The year ended December 31, 2016, included
$138 million
for loss contingency charges.
See the "Results of Operations" section for additional information.
Net income attributable to Cummins Inc. for
2017
was
$999 million
, or
$5.97
per diluted share, on sales of
$20.4 billion
, compared to
2016
net income attributable to Cummins Inc. of
$1.4 billion
, or
$8.23
per diluted share, on sales of
$17.5 billion
. The decrease in net income attributable to Cummins Inc. and earnings per diluted share was driven by a
$777 million
reduction for tax adjustments related to the Tax Legislation
, increased selling, general and administrative expenses and higher research, development and engineering expenses, partially offset by higher net sales and gross margin, lower charges for a loss contingency and higher equity, royalty and interest income from investees.
The
increase
in gross margin was primarily due to
higher volumes, improved leverage and lower material costs, partially offset by higher warranty costs ($264 million primarily due to campaigns in the Engine, Components and Power Systems segments and changes in estimates in the Engine and Components segments) and increased variable compensation expense of $150 million.
Diluted earnings per share for 2017 was negatively impacted $4.65 per share due to the Tax Legislation, partially offset by a benefit of $0.04 per share from fewer weighted-average shares outstanding, primarily due to purchases under the stock repurchase program.
See
Income Tax Expense
section for additional information on the new Tax Legislation.
31
Net income and diluted earnings per share attributable to Cummins, Inc., excluding special items were as follows:
|
Years ended December 31,
|
|||||||||||||||||||||||||
|
2017
|
2016
|
2015
|
|||||||||||||||||||||||
|
In millions
|
Net Income
|
Diluted EPS
|
Net Income
|
Diluted EPS
|
Net Income
|
Diluted EPS
|
|||||||||||||||||||
|
Net income attributable to Cummins Inc.
|
$
|
999
|
|
$
|
5.97
|
|
$
|
1,394
|
|
$
|
8.23
|
|
$
|
1,399
|
|
$
|
7.84
|
|
|||||||
|
Add
|
|||||||||||||||||||||||||
|
Impact of Tax Legislation
(1)
|
777
|
|
4.65
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
|
Impairment of light-duty diesel assets, net of tax
(2)
|
—
|
|
—
|
|
—
|
|
—
|
|
133
|
|
0.75
|
|
|||||||||||||
|
Restructuring actions and other charges, net of tax
(3)
|
—
|
|
—
|
|
—
|
|
—
|
|
61
|
|
0.34
|
|
|||||||||||||
|
Net income attributable to Cummins Inc. excluding special items
(4)
|
$
|
1,776
|
|
$
|
10.62
|
|
$
|
1,394
|
|
$
|
8.23
|
|
$
|
1,593
|
|
$
|
8.93
|
|
|||||||
____________________________________________________
(1)
See Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
for additional information
.
(2)
See Note
19
, "
IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS
," to our
Consolidated Financial Statements
for additional information
.
(3)
See Note
20
, "
RESTRUCTURING ACTIONS AND OTHER CHARGES
," to our
Consolidated Financial Statements
for additional information
.
(4)
These measures are not in accordance with, or an alternative for, accounting principles generally accepted in the United States of America (GAAP) and
may not be consistent with measures used by other companies. It should be considered supplemental data.
We generated
$2.3 billion
of operating cash flows in
2017
, compared to
$1.9 billion
in
2016
. See the section titled "
Cash Flows
" in the "LIQUIDITY AND CAPITAL RESOURCES" section for a discussion of items impacting cash flows.
During 2017 we repurchased
$451 million
, or
2.9 million
shares of common stock. See Note
13
, "
SHAREHOLDERS' EQUITY
," to the
Consolidated Financial Statements
for additional information.
On July 31, 2017, we formed a joint venture with Eaton Corporation PLC by purchasing a
50 percent
interest in the new venture named Eaton Cummins Automated Transmission Technologies (ECJV) for
$600 million
in cash. In addition, each partner contributed
$20 million
for working capital. The joint venture will design, assemble, sell and support medium-duty and heavy-duty automated transmissions for the commercial vehicle market, including new product launches.
We consolidated the results of the joint venture in our Components segment as we have a majority voting interest in the venture by virtue of a tie-breaking vote on the joint venture's board of directors.
See Note
18
"
ACQUISITIONS
," to the
Consolidated Financial Statements
for additional information.
On September 5, 2017, we entered into a 364-day credit facility that allows us to borrow up to
$1 billion
of additional unsecured funds at any time through September 2018.
Revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings, letters of credit and general corporate purposes.
Our debt to capital ratio (total capital defined as debt plus equity) at
December 31, 2017
, was
19.7 percent
, compared to
20.6 percent
at
December 31, 2016
. At
December 31, 2017
, we had
$1.6 billion
in cash and marketable securities on hand and access to our credit facilities, if necessary, to meet currently anticipated investment and funding needs. As of the date of filing this Annual Report on Form 10-K, our credit ratings were as follows:
|
Long-Term
|
Short-Term
|
|||||
|
Credit Rating Agency
|
|
Senior Debt Rating
|
Debt Rating
|
Outlook
|
||
|
Standard & Poor’s Rating Services
|
|
A+
|
A1
|
Stable
|
||
|
Moody’s Investors Service, Inc.
|
|
A2
|
P1
|
Stable
|
||
In July 2017, our Board of Directors authorized an increase to our quarterly dividend of 5.4 percent from $1.025 per share to $1.08 per share.
Our global pension plans, including our unfunded and non-qualified plans, were 116 percent funded at December 31, 2017. Our U.S. qualified plans, which represent approximately 55 percent of the worldwide pension obligation, were 131 percent funded and our U.K. plans were 118 percent funded.
We expect to contribute approximately
$38 million
to our global pension plans in
2018
. In addition, we expect our
2018
net periodic pension cost to approximate
$79 million
. See application of critical accounting estimates within MD&A and Note
10
, "
PENSION AND OTHER POSTRETIREMENT BENEFITS
," to the
Consolidated Financial Statements
, for additional information concerning our pension and other post-retirement benefit plans.
32
In the first quarter of 2018, we will expand our segment reporting and add an additional segment called Electrified Power. The segment will include Brammo Inc., a low voltage battery designer acquired in 2017, and our internally developed electrification business. We will begin reporting the new segment effective with our first quarter Form 10-Q.
33
2018
OUTLOOK
Our outlook reflects the following positive trends and challenges to our business that we expect could impact our revenue and earnings potential in
2018
:
Positive Trends
|
•
|
North American heavy-duty truck demand is expected to improve.
|
|
•
|
North American medium-duty truck demand will remain strong.
|
|
•
|
Demand for pick up trucks in North America will remain strong.
|
|
•
|
Industry production of medium-duty trucks in North America will remain strong.
|
|
•
|
Market demand may continue to improve in global mining.
|
|
•
|
Global construction markets could continue to improve.
|
|
•
|
Economic conditions in Brazil may begin to improve, which could contribute to improved demand in our end-markets.
|
Challenges
|
•
|
Market demand in truck markets in China is expected to decline.
|
|
•
|
Marine markets are expected to remain weak.
|
In summary, we expect demand to improve or remain strong in many of our most important markets.
34
RESULTS OF OPERATIONS
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions (except per share amounts)
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
NET SALES
|
$
|
20,428
|
|
$
|
17,509
|
|
$
|
19,110
|
|
$
|
2,919
|
|
17
|
%
|
$
|
(1,601
|
)
|
(8
|
)%
|
|||||||
|
Cost of sales
|
15,338
|
|
13,057
|
|
14,163
|
|
(2,281
|
)
|
(17
|
)%
|
1,106
|
|
8
|
%
|
||||||||||||
|
GROSS MARGIN
|
5,090
|
|
4,452
|
|
4,947
|
|
638
|
|
14
|
%
|
(495
|
)
|
(10
|
)%
|
||||||||||||
|
OPERATING EXPENSES AND INCOME
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Selling, general and administrative expenses
|
2,390
|
|
2,046
|
|
2,092
|
|
(344
|
)
|
(17
|
)%
|
46
|
|
2
|
%
|
||||||||||||
|
Research, development and engineering expenses
|
752
|
|
636
|
|
735
|
|
(116
|
)
|
(18
|
)%
|
99
|
|
13
|
%
|
||||||||||||
|
Equity, royalty and interest income from investees
|
357
|
|
301
|
|
315
|
|
56
|
|
19
|
%
|
(14
|
)
|
(4
|
)%
|
||||||||||||
|
Loss contingency charges
|
5
|
|
138
|
|
60
|
|
133
|
|
96
|
%
|
(78
|
)
|
NM
|
|
||||||||||||
|
Impairment of light-duty diesel assets
|
—
|
|
—
|
|
211
|
|
—
|
|
—
|
%
|
211
|
|
100
|
%
|
||||||||||||
|
Restructuring actions and other charges
|
—
|
|
—
|
|
90
|
|
—
|
|
—
|
%
|
90
|
|
100
|
%
|
||||||||||||
|
Other operating income (expense), net
|
65
|
|
(5
|
)
|
(17
|
)
|
70
|
|
NM
|
|
12
|
|
71
|
%
|
||||||||||||
|
OPERATING INCOME
|
2,365
|
|
1,928
|
|
2,057
|
|
437
|
|
23
|
%
|
(129
|
)
|
(6
|
)%
|
||||||||||||
|
Interest income
|
18
|
|
23
|
|
24
|
|
(5
|
)
|
(22
|
)%
|
(1
|
)
|
(4
|
)%
|
||||||||||||
|
Interest expense
|
81
|
|
69
|
|
65
|
|
(12
|
)
|
(17
|
)%
|
(4
|
)
|
(6
|
)%
|
||||||||||||
|
Other income, net
|
63
|
|
48
|
|
9
|
|
15
|
|
31
|
%
|
39
|
|
NM
|
|
||||||||||||
|
INCOME BEFORE INCOME TAXES
|
2,365
|
|
1,930
|
|
2,025
|
|
435
|
|
23
|
%
|
(95
|
)
|
(5
|
)%
|
||||||||||||
|
Income tax expense
|
1,371
|
|
474
|
|
555
|
|
(897
|
)
|
NM
|
|
81
|
|
15
|
%
|
||||||||||||
|
CONSOLIDATED NET INCOME
|
994
|
|
1,456
|
|
1,470
|
|
(462
|
)
|
(32
|
)%
|
(14
|
)
|
(1
|
)%
|
||||||||||||
|
Less: Net (loss) income attributable to noncontrolling interests
|
(5
|
)
|
62
|
|
71
|
|
67
|
|
NM
|
|
9
|
|
13
|
%
|
||||||||||||
|
NET INCOME ATTRIBUTABLE TO CUMMINS INC
.
|
$
|
999
|
|
$
|
1,394
|
|
$
|
1,399
|
|
$
|
(395
|
)
|
(28
|
)%
|
$
|
(5
|
)
|
—
|
%
|
|||||||
|
Diluted earnings per common share attributable to Cummins Inc.
|
$
|
5.97
|
|
$
|
8.23
|
|
$
|
7.84
|
|
$
|
(2.26
|
)
|
(27
|
)%
|
$
|
0.39
|
|
5
|
%
|
|||||||
______________________________________
"NM" - not meaningful information
|
|
|
|
|
Favorable/(Unfavorable) Percentage Points
|
|||||||||||
|
Percent of sales
|
2017
|
2016
|
2015
|
2017 vs. 2016
|
2016 vs. 2015
|
||||||||||
|
Gross margin
|
24.9
|
%
|
25.4
|
%
|
25.9
|
%
|
(0.5
|
)
|
(0.5
|
)
|
|||||
|
Selling, general and administrative expenses
|
11.7
|
%
|
11.7
|
%
|
10.9
|
%
|
—
|
|
(0.8
|
)
|
|||||
|
Research, development and engineering expenses
|
3.7
|
%
|
3.6
|
%
|
3.8
|
%
|
(0.1
|
)
|
0.2
|
|
|||||
2017 vs. 2016
Net Sales
Net sales
increased
$2.9 billion
versus
2016
, primarily driven by the following:
|
•
|
Engine segment sales
increase
d
15 percent
primarily due to higher demand in most North American on-highway markets and improved demand in most global construction markets.
|
|
•
|
Components segment sales
increase
d
22 percent
due to higher demand across all businesses, especially the emission solutions business, due to strong on-highway sales in India, North America and China.
|
|
•
|
Distribution segment sales
increase
d
14 percent
primarily due to an increase in organic sales and higher sales related to the acquisition of a North American distributor in the fourth quarter of 2016.
|
|
•
|
Power Systems segment sales
increase
d
15 percent
due to higher demand in all product lines, especially in industrial markets, due to higher demand in global mining and North American oil and gas markets.
|
35
Sales to international markets (excluding the U.S. and Canada), based on location of customers, were
42 percent
of total net sales in
2017
, compared with
42 percent
of total net sales in
2016
.
A more detailed discussion of sales by segment is presented in the "Operating Segment Results" section.
Gross Margin
Gross margin
increase
d
$638 million
, primarily due to
higher volumes, improved leverage and lower material costs, partially offset by higher warranty costs ($264 million primarily due to campaigns in the Engine, Components and Power Systems segments and changes in estimates in the Engine and Components segments) and increased variable compensation expense of $150 million.
Gross margin decreased
0.5 points
as a percentage of sales due to increased warranty costs and increased variable compensation expense.
The provision for warranties issued, excluding campaigns, as a percentage of sales, was
1.8 percent
in
2017
and
1.7 percent
in
2016
. A more detailed discussion of margin by segment is presented in the "Operating Segment Results" section.
Selling, General and Administrative Expenses
Selling, general and administrative expenses
increased
$344 million
, primarily due to higher compensation expenses ($257 million), especially variable compensation, and higher consulting expenses ($52 million). Overall, selling, general and administrative expenses, as a percentage of sales, remained flat at
11.7 percent
in
2017
and
2016
.
Research, Development and Engineering Expenses
Research, development and engineering expenses
increased
$116 million
, primarily due to increased compensation expense ($76 million), especially variable compensation, and higher consulting expenses ($20 million). Overall, research, development and engineering expenses, as a percentage of sales,
increased
to
3.7 percent
in
2017
from
3.6 percent
in
2016
. Research activities continue to focus on development of new products to meet future emission standards around the world and improvements in fuel economy performance.
Equity, Royalty and Interest Income From Investees
Equity, royalty and interest income from investees
increase
d
$56 million
, primarily due to higher earnings at Beijing Foton Cummins Engine Co. and Dongfeng Cummins Engine Company, Ltd., despite $39 million of
unfavorable impacts from Tax Legislation
related to withholding taxes on foreign earnings and remeasurement of deferred taxes. See Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
for additional information
.
Loss Contingency Charges
In 2017, we recorded a charge of $5 million in addition to the 2016 charge of
$138 million
for a loss contingency. See Note
12
, "
COMMITMENTS AND CONTINGENCIES
," to the
Consolidated Financial Statements
for additional information.
Other Operating Income (Expense), Net
Other operating income (expense), net
was as follows:
|
|
Years ended December 31,
|
|||||||
|
In millions
|
2017
|
2016
|
||||||
|
Royalty income, net
|
$
|
50
|
|
$
|
28
|
|
||
|
Gain on sale of assets, net
|
20
|
|
2
|
|
||||
|
Loss on write off of assets
|
(4
|
)
|
(18
|
)
|
||||
|
Amortization of intangible assets
|
(12
|
)
|
(9
|
)
|
||||
|
Other, net
|
11
|
|
(8
|
)
|
||||
|
Total other operating income (expense), net
|
$
|
65
|
|
$
|
(5
|
)
|
||
Interest Income
Interest income
decreased
$5 million
primarily due to lower investment balances in China and Brazil.
Interest Expense
Interest expense
increased
$12 million
primarily due to higher weighted-average debt outstanding and hedge ineffectiveness on our interest rate swap.
36
Other Income, Net
Other income, net
was as follows:
|
|
Years ended December 31,
|
|||||||
|
In millions
|
2017
|
2016
|
||||||
|
Change in cash surrender value of corporate owned life insurance
|
$
|
50
|
|
$
|
18
|
|
||
|
Rental income
|
7
|
|
5
|
|
||||
|
Dividend income
|
5
|
|
5
|
|
||||
|
Gain on sale of equity investee
(1)
|
—
|
|
17
|
|
||||
|
Gains on fair value adjustment for consolidated investees
(2)
|
—
|
|
15
|
|
||||
|
Foreign currency, net
|
(6
|
)
|
(12
|
)
|
||||
|
Bank charges
|
(10
|
)
|
(9
|
)
|
||||
|
Other, net
|
17
|
|
9
|
|
||||
|
Total other income, net
|
$
|
63
|
|
$
|
48
|
|
||
____________________________________________________________
(1)
See Note
3
, "
INVESTMENTS IN EQUITY INVESTEES
," to the
Consolidated Financial Statements
for additional information.
(2)
See Note
18
, "
ACQUISITIONS
," to the
Consolidated Financial Statements
for additional information.
Income Tax Expense
Our income tax rates are generally less than the 35 percent U.S. statutory income tax rate, primarily because of lower taxes on foreign earnings and research tax credits.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Legislation)
.
The Tax Legislation changed the U.S. statutory rate to 21 percent effective January 1, 2018.
Our effective tax rate for 2017 was
58.0 percent
compared to
24.6 percent
for
2016
. The
impacts of the Tax Legislation resulted in additional income tax expense of
$781 million
to our tax provision (excluding the noncontrolling interest and equity investee adjustments). See Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
for additional information
.
We expect our 2018 effective tax rate to be
23 percent
, excluding any discrete items (including adjustments to provisional estimates) that may arise.
Noncontrolling Interests
Noncontrolling interests eliminate the income or loss attributable to non-Cummins ownership interests in our consolidated entities. Noncontrolling interests in income of consolidated subsidiaries
decrease
d
$67 million
primarily due to the
$43 million
impact of Tax Legislation on Cummins India Ltd. regarding withholding taxes on foreign earnings, the acquisition of the remaining interest in Wuxi Cummins Turbo Technologies Co. Ltd. in the fourth quarter of 2016 and elimination of the net loss of ECJV.
Net Income Attributable to Cummins Inc. and Diluted Earnings Per Common Share Attributable to Cummins Inc.
Net income decreased primarily due to the
$777 million
impact of Tax Legislation
, increased selling, general and administrative expenses and higher research, development and engineering expenses, partially offset by higher net sales and gross margin, lower charges for a loss contingency and higher equity, royalty and interest income from investees.
Diluted earnings per share for 2017 was negatively impacted $4.65 per share due to the Tax Legislation, partially offset by a benefit of $0.04 per share from fewer weighted-average shares outstanding, primarily due to purchases under the stock repurchase program.
See Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
for additional information
.
2016 vs. 2015
Net Sales
Net sales decreased $1.6 billion versus 2015, primarily driven by the following:
|
•
|
Engine segment sales decreased 10 percent primarily due to lower demand in North American heavy-duty and medium-duty on-highway markets and lower demand in most North American off-highway markets, partially offset by increased sales in the light-duty automotive market.
|
|
•
|
Power Systems segment sales decreased 14 percent primarily due to lower demand in all product lines and decreased sales in most regions with the largest declines in North America, Asia, China, Latin America, the Middle East, Africa and Western Europe.
|
37
|
•
|
Components segment sales decreased 6 percent primarily due to lower demand in most lines of business, principally in North American on-highway markets, partially offset by higher demand in China.
|
|
•
|
Foreign currency fluctuations unfavorably impacted sales by approximately 2 percent primarily in the British pound, Chinese renminbi, Indian rupee, Brazilian real, South African rand, Canadian dollar and Australian dollar.
|
Sales to international markets (excluding the U.S. and Canada), based on location of customers, were 42 percent of total net sales in 2016, compared with 39 percent of total net sales in 2015.
A more detailed discussion of sales by segment is presented in the "Operating Segment Results" section.
Gross Margin
Gross margin decreased $495 million and 0.5 points as a percentage of sales, primarily due to lower volumes, unfavorable mix and unfavorable foreign currency fluctuations (primarily in the Brazilian real, South African rand and Canadian dollar), partially offset by lower material and commodity costs, improved Distribution segment margins related to the acquisition of North American distributors since December 31, 2014 and lower warranty expense.
The provision for warranties issued, excluding campaigns, as a percentage of sales was 1.7 percent in 2016 and 1.8 percent in 2015. A more detailed discussion of margin by segment is presented in the "Operating Segment Results" section.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $46 million, primarily due to lower compensation expenses of $56 million as a result of restructuring actions taken in the fourth quarter of 2015. Compensation and related expenses include salaries, fringe benefits and variable compensation. Overall, selling, general and administrative expenses, as a percentage of sales, increased to 11.7 percent in 2016 from 10.9 percent in 2015.
Research, Development and Engineering Expenses
Research, development and engineering expenses decreased $99 million, primarily due to reduced project spending in most of our segments, decreased compensation expenses as a result of restructuring actions taken in the fourth quarter of 2015, and lower consulting expenses. Overall, research, development and engineering expenses, as a percentage of sales, decreased to 3.6 percent in 2016 from 3.8 percent in 2015. Research activities continue to focus on development of new products to meet future emission standards around the world and improvements in fuel economy performance.
Equity, Royalty and Interest Income From Investees
Equity, royalty and interest income from investees decreased $14 million, primarily due to the consolidation of partially-owned North American distributors of $12 million and lower earnings at Beijing Foton Cummins Engine Co., Ltd.
of
$10 million, partially offset by higher earnings at other joint ventures.
Loss Contingency Charges
In 2016, we recorded charges of $138 million in addition to the 2015 charge of $60 million for a loss contingency. See Note 12, "COMMITMENTS AND CONTINGENCIES," to the
Consolidated Financial Statements
for additional information.
Impairment of Light-duty Diesel Assets
In 2015, we recognized an impairment charge of $211 million on our light-duty diesel assets. See Note 19, "IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS," to the
Consolidated Financial Statements
for additional information.
Restructuring Actions and Other Charges
In 2015, we incurred a charge of $90 million, which included $86 million for the severance costs related to both voluntary and involuntary terminations and $4 million for asset impairments and other charges. See Note 20, "RESTRUCTURING ACTIONS AND OTHER CHARGES," to the
Consolidated Financial Statements
for additional information.
38
Other Operating Income (Expense), Net
Other operating income (expense), net was as follows:
|
|
Years ended December 31,
|
|||||||
|
In millions
|
2016
|
2015
|
||||||
|
Loss on write off of assets
|
$
|
(18
|
)
|
$
|
(15
|
)
|
||
|
Amortization of intangible assets
|
(9
|
)
|
(18
|
)
|
||||
|
Royalty income, net
|
28
|
|
20
|
|
||||
|
Other, net
|
(6
|
)
|
(4
|
)
|
||||
|
Total other operating income (expense), net
|
$
|
(5
|
)
|
$
|
(17
|
)
|
||
Interest Income
Interest income was relatively flat compared to 2015.
Interest Expense
Interest expense increased $4 million versus the comparable period in 2015, primarily due to an increase in total weighted-average debt outstanding.
Other Income, Net
Other income, net was as follows:
|
|
Years ended December 31,
|
|||||||
|
In millions
|
2016
|
2015
|
||||||
|
Change in cash surrender value of corporate owned life insurance
|
$
|
18
|
|
$
|
(3
|
)
|
||
|
Gain on sale of equity investee
(1)
|
17
|
|
—
|
|
||||
|
Gains on fair value adjustment for consolidated investees
(2)
|
15
|
|
18
|
|
||||
|
Dividend income
|
5
|
|
3
|
|
||||
|
Bank charges
|
(9
|
)
|
(9
|
)
|
||||
|
Foreign currency, net
|
(12
|
)
|
(18
|
)
|
||||
|
Other, net
|
14
|
|
18
|
|
||||
|
Total other income, net
|
$
|
48
|
|
$
|
9
|
|
||
____________________________________________________________
(1)
See Note 3, "INVESTMENTS IN EQUITY INVESTEES," to the
Consolidated Financial Statements
for additional information.
(2)
See Note 18, "ACQUISITIONS," to the
Consolidated Financial Statements
for additional information.
Income Tax Expense
Our effective tax rate for 2016 was 24.6 percent compared to 27.4 percent for 2015. The 2.8 percent decrease in our effective tax rate from 2015 to 2016 was primarily due to favorable changes in the jurisdictional mix of pre-tax income.
Noncontrolling Interests
Noncontrolling interests in income of consolidated subsidiaries decreased $9 million primarily due to lower earnings as a result of the consolidation of North American distributors since December 31, 2014 and lower earnings at Cummins India Ltd.
Net Income Attributable to Cummins Inc. and Diluted Earnings Per Common Share Attributable to Cummins Inc.
Net income was relatively flat as significantly lower gross margin and higher loss contingency charges were mostly offset by the absence of 2015 impairment and restructuring charges, in addition to lower research, development and engineering expenses, a lower effective tax rate, lower selling, general and administrative expenses and favorable changes to corporate owned life insurance. Diluted earnings per share for 2017 benefited $0.26 per share from lower shares outstanding, primarily due to purchases under the stock repurchase program.
39
Comprehensive Income - Foreign Currency Translation Adjustment
The foreign currency translation adjustment was a net gain (loss) of
$335 million
,
$(448) million
and
$(305) million
for the years ended
December 31, 2017,
2016
and
2015
, respectively, and was driven by the following:
|
Years ended December 31,
|
||||||||||||||||||
|
2017
|
2016
|
2015
|
||||||||||||||||
|
In millions
|
Translation adjustment
|
Primary currency driver vs. U.S. dollar
|
Translation adjustment
|
Primary currency driver vs. U.S. dollar
|
Translation adjustment
|
Primary currency driver vs. U.S. dollar
|
||||||||||||
|
Wholly-owned subsidiaries
|
$
|
255
|
|
British pound, Chinese renminbi, Indian rupee
|
$
|
(397
|
)
|
British pound, Chinese renminbi, offset by Brazilian real
|
$
|
(261
|
)
|
British pound, Brazilian real, Chinese renminbi
|
||||||
|
Equity method investments
|
60
|
|
Chinese renminbi, Russian ruble, Indian rupee
|
(34
|
)
|
Chinese renminbi, Indian rupee, offset by Mexican peso
|
(29
|
)
|
Chinese renminbi, Indian rupee
|
|||||||||
|
Consolidated subsidiaries with a noncontrolling interest
|
20
|
|
Indian rupee
|
(17
|
)
|
Chinese renminbi, Indian rupee
|
(15
|
)
|
Indian rupee, Chinese renminbi
|
|||||||||
|
Total
|
$
|
335
|
|
$
|
(448
|
)
|
$
|
(305
|
)
|
|||||||||
40
OPERATING SEGMENT RESULTS
Our reportable operating segments consist of the Engine, Distribution, Components and Power Systems segments. This reporting structure is organized according to the products and markets each segment serves. We use segment EBIT as a primary basis for the Chief Operating Decision Maker to evaluate the performance of each of our operating segments. Segment amounts exclude certain expenses not specifically identifiable to segments. See Note
21
, "
OPERATING SEGMENTS
," to the
Consolidated Financial Statements
for additional information.
Following is a discussion of results for each of our operating segments.
Engine Segment Results
Financial data for the Engine segment was as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
External sales
(1)
|
$
|
6,661
|
|
$
|
5,774
|
|
$
|
6,733
|
|
$
|
887
|
|
15
|
%
|
$
|
(959
|
)
|
(14
|
)%
|
|||||||
|
Intersegment sales
(1)
|
2,292
|
|
2,030
|
|
1,937
|
|
262
|
|
13
|
%
|
93
|
|
5
|
%
|
||||||||||||
|
Total sales
|
8,953
|
|
7,804
|
|
8,670
|
|
1,149
|
|
15
|
%
|
(866
|
)
|
(10
|
)%
|
||||||||||||
|
Depreciation and amortization
|
184
|
|
163
|
|
187
|
|
(21
|
)
|
(13
|
)%
|
24
|
|
13
|
%
|
||||||||||||
|
Research, development and engineering expenses
|
279
|
|
226
|
|
263
|
|
(53
|
)
|
(23
|
)%
|
37
|
|
14
|
%
|
||||||||||||
|
Equity, royalty and interest income from investees
|
219
|
|
148
|
|
146
|
|
71
|
|
48
|
%
|
2
|
|
1
|
%
|
||||||||||||
|
Interest income
|
6
|
|
10
|
|
11
|
|
(4
|
)
|
(40
|
)%
|
(1
|
)
|
(9
|
)%
|
||||||||||||
|
Loss contingency charges
(2)
|
5
|
|
138
|
|
60
|
|
133
|
|
96
|
%
|
(78
|
)
|
NM
|
|
||||||||||||
|
Impairment of light-duty diesel assets
(2)
|
—
|
|
—
|
|
202
|
|
—
|
|
—
|
%
|
202
|
|
100
|
%
|
||||||||||||
|
Restructuring actions and other charges
(2)
|
—
|
|
—
|
|
17
|
|
—
|
|
—
|
%
|
17
|
|
100
|
%
|
||||||||||||
|
Segment EBIT
|
959
|
|
686
|
|
636
|
|
273
|
|
40
|
%
|
50
|
|
8
|
%
|
||||||||||||
|
Percentage Points
|
Percentage Points
|
|||||||||||||||||||||||||
|
Segment EBIT as a percentage of total sales
|
10.7
|
%
|
8.8
|
%
|
7.3
|
%
|
1.9
|
|
1.5
|
|
||||||||||||||||
____________________________________
"NM" - not meaningful information
(1)
Due to the acquisitions of North American distributors, sales previously recognized as external sales are now included in intersegment sales.
(2)
See respective sections of "Results of Operations" for additional information.
Sales for our Engine segment by market were as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
Heavy-duty truck
|
$
|
2,840
|
|
$
|
2,443
|
|
$
|
3,116
|
|
$
|
397
|
|
16
|
%
|
$
|
(673
|
)
|
(22
|
)%
|
|||||||
|
Medium-duty truck and bus
|
2,513
|
|
2,272
|
|
2,507
|
|
241
|
|
11
|
%
|
(235
|
)
|
(9
|
)%
|
||||||||||||
|
Light-duty automotive
|
1,727
|
|
1,581
|
|
1,475
|
|
146
|
|
9
|
%
|
106
|
|
7
|
%
|
||||||||||||
|
Total on-highway
|
7,080
|
|
6,296
|
|
7,098
|
|
784
|
|
12
|
%
|
(802
|
)
|
(11
|
)%
|
||||||||||||
|
Off-highway
|
1,873
|
|
1,508
|
|
1,572
|
|
365
|
|
24
|
%
|
(64
|
)
|
(4
|
)%
|
||||||||||||
|
Total sales
|
$
|
8,953
|
|
|
$
|
7,804
|
|
$
|
8,670
|
|
$
|
1,149
|
|
15
|
%
|
$
|
(866
|
)
|
(10
|
)%
|
||||||
41
Unit shipments by engine classification (including unit shipments to Power Systems and off-highway engine units included in their respective classification) were as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
|||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
||||||||||||||||||
|
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
||||||||||||||
|
Heavy-duty
|
95,900
|
|
79,000
|
|
114,400
|
|
16,900
|
|
21
|
%
|
(35,400
|
)
|
(31
|
)%
|
|||||||
|
Medium-duty
|
268,100
|
|
229,100
|
|
247,100
|
|
39,000
|
|
17
|
%
|
(18,000
|
)
|
(7
|
)%
|
|||||||
|
Light-duty
|
257,500
|
|
228,600
|
|
209,300
|
|
28,900
|
|
13
|
%
|
19,300
|
|
9
|
%
|
|||||||
|
Total unit shipments
|
621,500
|
|
|
536,700
|
|
|
570,800
|
|
84,800
|
|
16
|
%
|
(34,100
|
)
|
(6
|
)%
|
|||||
2017 vs. 2016
Sales
Engine segment sales
increase
d
$1.1 billion
versus
2016
. The following were the primary drivers by market:
|
•
|
Heavy-duty truck engine sales
increase
d
$397 million
primarily due to higher demand in North American heavy-duty truck markets with increased shipments of 20 percent.
|
|
•
|
Off-highway sales
increase
d
$365 million
primarily due to improved demand in global industrial markets, especially in international construction markets, with increased unit shipments of 54 percent primarily in China and Western Europe.
|
|
•
|
Medium-duty truck and bus sales
increase
d
$241 million
primarily due to higher demand in North American medium-duty truck markets with increased engine shipments of 20 percent.
|
|
•
|
Light-duty automotive sales
increase
d
$146 million
primarily due to higher sales to Chrysler and higher sales of light commercial vehicles, partially offset by lower sales to Nissan.
|
Total on-highway-related sales for
2017
were
79 percent
of total engine segment sales, compared to
81 percent
in
2016
.
Segment EBIT
Engine segment EBIT
increase
d
$273 million
versus
2016
, primarily due to improved gross margin, lower loss contingency charges and increased equity, royalty and interest income from investees, partially offset by higher selling, general and administrative expenses and higher research, development and engineering expenses. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
Year ended December 31, 2017 vs. 2016
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
195
|
|
13
|
%
|
(0.2
|
)
|
|||
|
Selling, general and administrative expenses
|
(89
|
)
|
(16
|
)%
|
—
|
|
||||
|
Research, development and engineering expenses
|
(53
|
)
|
(23
|
)%
|
(0.2
|
)
|
||||
|
Equity, royalty and interest income from investees
|
71
|
|
48
|
%
|
0.5
|
|
||||
|
Loss contingency charge
(1)
|
133
|
|
96
|
%
|
1.7
|
|
||||
__________________________________________________________________________
(1)
See Note
12
, "
COMMITMENTS AND CONTINGENCIES
," to the
Consolidated Financial Statements
for additional information.
42
The
increase
in gross margin versus
2016
was primarily due to higher volumes, partially offset by increased warranty costs for campaigns, changes in estimates and higher variable compensation expense. Gross margin as a percentage of sales declined primarily due to the increased warranty costs and increased variable compensation expense. The
increase
in selling, general and administrative expenses was primarily due to higher compensation expense, especially variable compensation expense, and higher consulting expenses. The
increase
in research, development and engineering expenses was primarily due to higher compensation expense, especially higher variable compensation expense, and higher consulting expenses. The
increase
in equity, royalty and interest income from investees was primarily due to higher earnings at Beijing Foton Cummins Engine Co. and Dongfeng Cummins Engine Company, Ltd., despite
unfavorable impacts from Tax Legislation
related to withholding taxes on foreign earnings and remeasurement of deferred taxes of $23 million.
2016 vs. 2015
Sales
Engine segment sales decreased $866 million versus 2015. The following were the primary drivers by market:
|
•
|
Heavy-duty truck sales decreased $673 million primarily due to lower demand in the North American heavy-duty truck market with decreased engine shipments of 38 percent.
|
|
•
|
Medium-duty truck and bus sales decreased $235 million primarily due to lower demand in most global medium-duty truck markets with decreased engine shipments of 17 percent, primarily in North America, Brazil and Mexico.
|
|
•
|
Off-highway sales decreased $64 million primarily due to decreased engine shipments in several North American industrial markets, partially offset by increased unit shipments of 25 percent in international construction markets.
|
The decreases above were partially offset by an increase in light-duty automotive sales of $106 million primarily due to new sales for the Nissan pickup truck platform launched in the second half of 2015.
Total on-highway-related sales for 2016 were 81 percent of total engine segment sales, compared to 82 percent in 2015.
Segment EBIT
In 2016, we recorded additional charges of $138 million for an existing loss contingency in addition to the $60 million recorded in 2015. In 2015, we also incurred an impairment charge of $202 million for our light-duty diesel assets and incurred a restructuring charge of $17 million for actions primarily in the form of professional voluntary and involuntary employee separation programs in response to the continued deterioration in our global markets.
Engine segment EBIT increased $50 million versus 2015, primarily due to an impairment of light-duty diesel assets in 2015, lower selling, general and administrative expenses, lower research, development and engineering expenses and restructuring actions and other charges in 2015, partially offset by lower gross margin and higher loss contingency charges in 2016. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
Year ended December 31, 2016 vs. 2015
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
(210
|
)
|
(13
|
)%
|
(0.6
|
)
|
|||
|
Selling, general and administrative expenses
|
72
|
|
11
|
%
|
0.1
|
|
||||
|
Research, development and engineering expenses
|
37
|
|
14
|
%
|
0.1
|
|
||||
|
Equity, royalty and interest income from investees
|
2
|
|
1
|
%
|
0.2
|
|
||||
|
Impairment of light-duty diesel assets
(1)
|
202
|
|
100
|
%
|
2.3
|
|
||||
|
Restructuring actions and other charges
(1)
|
17
|
|
100
|
%
|
0.2
|
|
||||
|
Loss contingency charge
(2)
|
(78
|
)
|
NM
|
|
1.1
|
|
||||
__________________________________________________________________________
"NM" - not meaningful information
(1)
See respective sections of "Results of Operations" for additional information.
(2)
See Note
12
, "
COMMITMENTS AND CONTINGENCIES
," to the
Consolidated Financial Statements
for additional information.
43
The decrease in gross margin versus 2015 was primarily due to lower volumes and unfavorable mix, partially offset by lower material and commodity costs and favorable product coverage. The decrease in selling, general and administrative expenses was primarily due to lower compensation expenses as the result of restructuring actions taken in the fourth quarter of 2015, and lower consulting expenses. The decrease in research, development and engineering expenses was primarily due to lower compensation expenses as a result of restructuring actions taken in the fourth quarter of 2015 and higher expense recovery from customers and external parties.
Distribution Segment Results
Financial data for the Distribution segment was as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
External sales
|
$
|
7,029
|
|
$
|
6,157
|
|
$
|
6,198
|
|
$
|
872
|
|
14
|
%
|
$
|
(41
|
)
|
(1
|
)%
|
|||||||
|
Intersegment sales
|
29
|
|
24
|
|
31
|
|
5
|
|
21
|
%
|
(7
|
)
|
(23
|
)%
|
||||||||||||
|
Total sales
|
7,058
|
|
|
6,181
|
|
|
6,229
|
|
877
|
|
14
|
%
|
(48
|
)
|
(1
|
)%
|
||||||||||
|
Depreciation and amortization
|
116
|
|
116
|
|
105
|
|
—
|
|
—
|
%
|
(11
|
)
|
(10
|
)%
|
||||||||||||
|
Research, development and engineering expenses
|
19
|
|
13
|
|
10
|
|
(6
|
)
|
(46
|
)%
|
(3
|
)
|
(30
|
)%
|
||||||||||||
|
Equity, royalty and interest income from investees
|
44
|
|
70
|
|
78
|
|
(26
|
)
|
(37
|
)%
|
(8
|
)
|
(10
|
)%
|
||||||||||||
|
Interest income
|
6
|
|
4
|
|
4
|
|
2
|
|
50
|
%
|
—
|
|
—
|
%
|
||||||||||||
|
Restructuring actions and other charges
(1)
|
—
|
|
—
|
|
23
|
|
—
|
|
—
|
%
|
23
|
|
100
|
%
|
||||||||||||
|
Segment EBIT
(2)
|
384
|
|
392
|
|
412
|
|
(8
|
)
|
(2
|
)%
|
(20
|
)
|
(5
|
)%
|
||||||||||||
|
Percentage Points
|
Percentage Points
|
|||||||||||||||||||||||||
|
Segment EBIT as a percentage of total sales
(3)
|
5.4
|
%
|
6.3
|
%
|
6.6
|
%
|
(0.9
|
)
|
(0.3
|
)
|
||||||||||||||||
____________________________________
|
(1)
|
See
Restructuring Actions and Other Charges
section of "Results of Operations" for additional information.
|
|
(2)
|
Segment EBIT for 2016 and 2015 included gains of
$15 million
and
$18 million
, respectively, resulting from acquisitions of controlling interests in North American distributors. See Note
18
, "
ACQUISITIONS
," to the
Consolidated Financial Statements
for additional information.
|
|
(3)
|
North American distributor acquisitions are dilutive to segment EBIT as a percentage of sales.
|
In the first quarter of 2017, our Distribution segment reorganized its regions to align with how the segment is managed. All prior year amounts have been reclassified to conform to our new regional structure. Sales for our Distribution segment by region were as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
North America
|
$
|
4,733
|
|
$
|
3,973
|
|
$
|
3,957
|
|
$
|
760
|
|
19
|
%
|
$
|
16
|
|
—
|
%
|
|||||||
|
Asia Pacific
|
767
|
|
720
|
|
763
|
|
47
|
|
7
|
%
|
(43
|
)
|
(6
|
)%
|
||||||||||||
|
Europe
|
440
|
|
440
|
|
426
|
|
—
|
|
—
|
%
|
14
|
|
3
|
%
|
||||||||||||
|
Africa and Middle East
|
327
|
|
366
|
|
431
|
|
(39
|
)
|
(11
|
)%
|
(65
|
)
|
(15
|
)%
|
||||||||||||
|
China
|
267
|
|
235
|
|
224
|
|
32
|
|
14
|
%
|
11
|
|
5
|
%
|
||||||||||||
|
India
|
190
|
|
175
|
|
165
|
|
15
|
|
9
|
%
|
10
|
|
6
|
%
|
||||||||||||
|
Russia
|
167
|
|
123
|
|
108
|
|
44
|
|
36
|
%
|
15
|
|
14
|
%
|
||||||||||||
|
Latin America
|
167
|
|
149
|
|
155
|
|
18
|
|
12
|
%
|
(6
|
)
|
(4
|
)%
|
||||||||||||
|
Total sales
|
$
|
7,058
|
|
$
|
6,181
|
|
$
|
6,229
|
|
$
|
877
|
|
14
|
%
|
$
|
(48
|
)
|
(1
|
)%
|
|||||||
44
Sales for our Distribution segment by product line were as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
Parts
|
$
|
3,040
|
|
$
|
2,627
|
|
$
|
2,423
|
|
$
|
413
|
|
16
|
%
|
$
|
204
|
|
8
|
%
|
|||||||
|
Engines
|
1,369
|
|
1,100
|
|
1,294
|
|
269
|
|
24
|
%
|
(194
|
)
|
(15
|
)%
|
||||||||||||
|
Power generation
|
1,337
|
|
1,239
|
|
1,290
|
|
98
|
|
8
|
%
|
(51
|
)
|
(4
|
)%
|
||||||||||||
|
Service
|
1,312
|
|
1,215
|
|
1,222
|
|
97
|
|
8
|
%
|
(7
|
)
|
(1
|
)%
|
||||||||||||
|
Total sales
|
$
|
7,058
|
|
|
$
|
6,181
|
|
|
$
|
6,229
|
|
$
|
877
|
|
14
|
%
|
$
|
(48
|
)
|
(1
|
)%
|
|||||
2017 vs. 2016
Sales
Distribution segment sales
increase
d
$877 million
versus
2016
, primarily due to an increase in organic sales of $684 million (primarily in North America) and $267 million of sales related to the acquisition of a North American distributor in the fourth quarter of 2016.
Segment EBIT
Distribution segment EBIT
decrease
d
$8 million
versus
2016
, primarily due to higher selling, general and administrative expenses, higher research development and engineering expenses, lower equity, royalty and interest income from investees and the absence of a gain from the acquisition of controlling interests in a North American distributor in 2016, partially offset by higher gross margin. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
Year ended December 31, 2017 vs. 2016
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
112
|
|
10
|
%
|
(0.5
|
)
|
|||
|
Selling, general and administrative expenses
|
(111
|
)
|
(15
|
)%
|
—
|
|
||||
|
Research, development and engineering expenses
|
(6
|
)
|
(46
|
)%
|
(0.1
|
)
|
||||
|
Equity, royalty and interest income from investees
|
(26
|
)
|
(37
|
)%
|
(0.5
|
)
|
||||
|
Gain on sale of assets
|
(15
|
)
|
(100
|
)%
|
NM
|
|
||||
__________________________________________________________________________
"NM" - not meaningful information
The
increase
in gross margin versus
2016
was primarily due to higher organic volumes and the acquisition of a North American distributor in the fourth quarter of 2016, partially offset by increased variable compensation expense. Gross margin as a percentage of sales declined primarily due to the increase in variable compensation expense. The
increase
in selling, general and administrative expenses was primarily due to higher variable compensation expense, increased compensation expense related to the acquisition of a North American distributor and higher consulting expenses. The
decrease
in equity, royalty and interest income from investees was the result of the acquisition of a North American distributor in 2016 and
unfavorable impacts from Tax Legislation
related to withholding taxes on foreign earnings of $4 million.
2016 vs. 2015
Sales
Distribution segment sales decreased $48 million versus 2015, primarily due to a decline in organic sales of $295 million principally in North America, Asia Pacific and the Middle East and unfavorable foreign currency fluctuations (primarily in the South African rand, Canadian dollar, Chinese renminbi, Indian rupee, Australian dollar and British pound), partially offset by $344 million of segment sales related to the acquisition of North American distributors since December 31, 2014.
Segment EBIT
In 2015, we incurred a restructuring charge of $23 million for actions primarily in the form of professional voluntary and involuntary employee separation programs in response to the continued deterioration in our global markets.
45
Distribution segment EBIT decreased $20 million versus 2015, primarily due to higher selling, general and administrative expenses (mainly related to the acquisition of North American distributors since December 31, 2014), partially offset by higher gross margin and the absence of restructuring actions and other charges in 2015. The acquisitions resulted in $11 million and $24 million of additional amortization of intangible assets, partially offset by gains of $15 million and $18 million related to the remeasurement of our pre-existing ownership interests for North American distributor acquisitions in 2016 and 2015, respectively. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
Year ended December 31, 2016 vs. 2015
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
37
|
|
4
|
%
|
0.7
|
|
|||
|
Selling, general and administrative expenses
|
(68
|
)
|
(10
|
)%
|
(1.2
|
)
|
||||
|
Equity, royalty and interest income from investees
|
(8
|
)
|
(10
|
)%
|
(0.2
|
)
|
||||
|
Restructuring actions and other charges
(1)
|
23
|
|
NM
|
|
0.4
|
|
||||
__________________________________________________________________________
"NM" - not meaningful information
(1)
See
Restructuring Actions and Other Charges
section of "Results of Operations" for additional information.
The increase in gross margin versus 2015 was primarily due to the acquisitions of North American distributors since December 31, 2014 and improved pricing, partially offset by unfavorable foreign currency fluctuations (primarily in the South African rand, Canadian dollar and Australian dollar) and lower volumes. The increase in selling, general and administrative expenses was primarily due to higher compensation expenses related to the acquisitions of North American distributors and higher consulting expenses. The decrease in equity, royalty and interest income from investees was the result of the acquisitions of North American distributors.
Components Segment Results
Financial data for the Components segment was as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
External sales
(1)
|
$
|
4,363
|
|
$
|
3,514
|
|
$
|
3,745
|
|
$
|
849
|
|
24
|
%
|
$
|
(231
|
)
|
(6
|
)%
|
|||||||
|
Intersegment sales
(1)
|
1,526
|
|
1,322
|
|
1,427
|
|
204
|
|
15
|
%
|
(105
|
)
|
(7
|
)%
|
||||||||||||
|
Total sales
|
5,889
|
|
4,836
|
|
5,172
|
|
1,053
|
|
22
|
%
|
(336
|
)
|
(6
|
)%
|
||||||||||||
|
Depreciation and amortization
|
163
|
|
133
|
|
109
|
|
(30
|
)
|
(23
|
)%
|
(24
|
)
|
(22
|
)%
|
||||||||||||
|
Research, development and engineering expenses
|
240
|
|
208
|
|
236
|
|
(32
|
)
|
(15
|
)%
|
28
|
|
12
|
%
|
||||||||||||
|
Equity, royalty and interest income from investees
|
40
|
|
41
|
|
35
|
|
(1
|
)
|
(2
|
)%
|
6
|
|
17
|
%
|
||||||||||||
|
Interest income
|
3
|
|
4
|
|
4
|
|
(1
|
)
|
(25
|
)%
|
—
|
|
—
|
%
|
||||||||||||
|
Impairment of light-duty diesel assets
(2)
|
—
|
|
—
|
|
9
|
|
—
|
|
—
|
%
|
9
|
|
100
|
%
|
||||||||||||
|
Restructuring actions and other charges
(2)
|
—
|
|
—
|
|
13
|
|
—
|
|
—
|
%
|
13
|
|
100
|
%
|
||||||||||||
|
Segment EBIT
|
754
|
|
641
|
|
727
|
|
113
|
|
18
|
%
|
(86
|
)
|
(12
|
)%
|
||||||||||||
|
Percentage Points
|
Percentage Points
|
|||||||||||||||||||||||||
|
Segment EBIT as a percentage of total sales
|
12.8
|
%
|
13.3
|
%
|
14.1
|
%
|
|
|
(0.5
|
)
|
(0.8
|
)
|
||||||||||||||
____________________________________
(1)
Due to the acquisitions of North American distributors, sales previously recognized as external sales are now included in intersegment sales.
(2)
See respective sections of "Results of Operations" for additional information.
In the first quarter of 2017, our Components segment reorganized its reporting structure to move the electronics business out of the emission solutions business and into the fuel systems business to enhance operational, administrative and product development efficiencies. Prior year sales were reclassified to conform with this change. We changed the name of our fuel systems business to electronics and fuel systems.
46
In the third quarter of 2017, we formed the Eaton Cummins Automated Transmission Technologies joint venture (ECJV), which was consolidated and included in our Components segment as the automated transmissions business.
See Note
18
, "
ACQUISITIONS
", in the
Consolidated Financial Statements
for additional information.
Sales for our Components segment by business were as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
Emission solutions
|
$
|
2,675
|
|
$
|
2,238
|
|
$
|
2,449
|
|
$
|
437
|
|
20
|
%
|
$
|
(211
|
)
|
(9
|
)%
|
|||||||
|
Turbo technologies
|
1,179
|
|
1,036
|
|
1,141
|
|
143
|
|
14
|
%
|
(105
|
)
|
(9
|
)%
|
||||||||||||
|
Filtration
|
1,153
|
|
1,010
|
|
1,010
|
|
143
|
|
14
|
%
|
—
|
|
—
|
%
|
||||||||||||
|
Electronics and fuel systems
|
718
|
|
552
|
|
572
|
|
166
|
|
30
|
%
|
(20
|
)
|
(3
|
)%
|
||||||||||||
|
Automated transmissions
|
164
|
|
—
|
|
—
|
|
164
|
|
NM
|
|
—
|
|
—
|
%
|
||||||||||||
|
Total sales
|
$
|
5,889
|
|
|
$
|
4,836
|
|
|
$
|
5,172
|
|
$
|
1,053
|
|
22
|
%
|
$
|
(336
|
)
|
(6
|
)%
|
|||||
"NM" - not meaningful information
2017 vs. 2016
Sales
Components segment sales
increase
d
$1.1 billion
across all lines of business versus
2016
. The following were the primary drivers by business:
|
•
|
Emission solutions sales
increase
d
$437 million
primarily due to increased sales of products to meet new emission standards in India and stronger market demand for trucks in North America and China.
|
|
•
|
Electronics and fuel systems sales
increase
d
$166 million
primarily due to higher demand in China, Mexico and India.
|
|
•
|
Automated transmissions contributed North American sales of
$164 million
following the consolidation of the ECJV during the third quarter of 2017.
|
|
•
|
Turbo technologies sales
increase
d
$143 million
primarily due to higher demand in China and North America.
|
|
•
|
Filtration sales
increase
d
$143 million
primarily due to higher demand in North America, Australia and China.
|
Segment EBIT
Components segment EBIT
increase
d
$113 million
versus
2016
, primarily due to higher gross margin, partially offset by increased selling, general and administrative expenses and research, development and engineering expenses. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
Year ended December 31, 2017 vs. 2016
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
218
|
|
19
|
%
|
(0.5
|
)
|
|||
|
Selling, general and administrative expenses
|
(99
|
)
|
(28
|
)%
|
(0.4
|
)
|
||||
|
Research, development and engineering expenses
|
(32
|
)
|
(15
|
)%
|
0.2
|
|
||||
|
Equity, royalty and interest income from investees
|
(1
|
)
|
(2
|
)%
|
(0.1
|
)
|
||||
The
increase
in gross margin was primarily due to higher volumes, lower material costs and improved leverage, partially offset by higher warranty costs driven by campaigns and changes in estimates, unfavorable pricing and increased variable compensation expense. The
increase
in selling, general and administrative expenses was primarily due to higher compensation expense, especially variable compensation expense, and expenses related to the new ECJV. The
increase
in research, development and engineering expenses was primarily due to higher compensation expense, especially variable compensation expense, higher consulting expenses and expenses related to the new ECJV. The decrease in equity, royalty and interest income from investees was primarily due to
unfavorable impacts from Tax Legislation
related to withholding taxes on foreign earnings
47
of $12 million, partially offset by increased earnings at Dongfeng Cummins Emission Solutions Co., Ltd. and Shanghai Fleetguard Filter Co.
2016 vs. 2015
Sales
Components segment sales decreased $336 million across most lines of business versus 2015. The following were the primary drivers by business:
|
•
|
Emission solutions sales decreased $211 million primarily due to lower demand in North American on-highway markets, partially offset by higher demand in China.
|
|
•
|
Turbo technologies sales decreased $105 million primarily due to lower demand in North American on-highway markets, partially offset by higher demand in China.
|
|
•
|
Foreign currency fluctuations unfavorably impacted sales results primarily in the Chinese renminbi, British pound and Brazilian real.
|
|
•
|
Electronics and fuel systems sales decreased $20 million primarily due to lower demand in North American on-highway markets, partially offset by higher demand in China.
|
Segment EBIT
In 2015, we incurred a restructuring charge of $13 million for actions primarily in the form of professional voluntary and involuntary employee separation programs in response to the continued deterioration in our global markets. We also incurred an impairment charge of $9 million for our light-duty diesel assets.
Components segment EBIT decreased $86 million versus 2015, primarily due to lower gross margin and higher selling, general and administrative expenses, partially offset by lower research, development and engineering expenses and the absence of restructuring actions and other charges and impairment charges in 2016. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
Year ended December 31, 2016 vs. 2015
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
(111
|
)
|
(9
|
)%
|
(0.6
|
)
|
|||
|
Selling, general and administrative expenses
|
(33
|
)
|
(10
|
)%
|
(1.1
|
)
|
||||
|
Research, development and engineering expenses
|
28
|
|
12
|
%
|
0.3
|
|
||||
|
Equity, royalty and interest income from investees
|
6
|
|
17
|
%
|
0.1
|
|
||||
|
Impairment of light-duty diesel assets
(1)
|
9
|
|
NM
|
|
0.2
|
|
||||
|
Restructuring actions and other charges
(1)
|
13
|
|
NM
|
|
0.3
|
|
||||
__________________________________________________________________________
"NM" - not meaningful information
(1)
See respective sections of "Results of Operations" for additional information.
The decrease in gross margin was primarily due to lower volumes, unfavorable pricing, unfavorable mix and unfavorable foreign currency fluctuations (primarily in the Chinese renminbi and Brazilian real), partially offset by lower material costs. The increase in selling, general and administrative expenses was primarily due to higher consulting and compensation expenses as a result of absorbing a greater share of corporate costs under the new allocation methodology adopted during 2016, partially offset by savings from restructuring actions taken in the fourth quarter of 2015. The decrease in research, development and engineering expenses was primarily due to reduced project spending, lower consulting expenses and lower compensation expenses from restructuring actions taken in the fourth quarter of 2015.
48
Power Systems Segment Results
Financial data for the Power Systems segment was as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
External sales
(1)
|
$
|
2,375
|
|
$
|
2,064
|
|
$
|
2,434
|
|
$
|
311
|
|
15
|
%
|
$
|
(370
|
)
|
(15
|
)%
|
|||||||
|
Intersegment sales
(1)
|
1,683
|
|
1,453
|
|
1,633
|
|
230
|
|
16
|
%
|
(180
|
)
|
(11
|
)%
|
||||||||||||
|
Total sales
|
4,058
|
|
|
3,517
|
|
|
4,067
|
|
541
|
|
15
|
%
|
(550
|
)
|
(14
|
)%
|
||||||||||
|
Depreciation and amortization
|
117
|
|
115
|
|
110
|
|
(2
|
)
|
(2
|
)%
|
(5
|
)
|
(5
|
)%
|
||||||||||||
|
Research, development and engineering expenses
|
214
|
|
189
|
|
226
|
|
(25
|
)
|
(13
|
)%
|
37
|
|
16
|
%
|
||||||||||||
|
Equity, royalty and interest income from investees
|
54
|
|
42
|
|
56
|
|
12
|
|
29
|
%
|
(14
|
)
|
(25
|
)%
|
||||||||||||
|
Interest income
|
3
|
|
5
|
|
5
|
|
(2
|
)
|
(40
|
)%
|
—
|
|
—
|
%
|
||||||||||||
|
Restructuring actions and other charges
(2)
|
—
|
|
—
|
|
26
|
|
—
|
|
—
|
%
|
26
|
|
100
|
%
|
||||||||||||
|
Segment EBIT
|
294
|
|
263
|
|
335
|
|
31
|
|
12
|
%
|
(72
|
)
|
(21
|
)%
|
||||||||||||
|
Percentage Points
|
Percentage Points
|
|||||||||||||||||||||||||
|
Segment EBIT as a percentage of total sales
|
7.2
|
%
|
7.5
|
%
|
8.2
|
%
|
(0.3
|
)
|
(0.7
|
)
|
||||||||||||||||
____________________________________
(1)
Due to the acquisitions of North American distributors, sales previously recognized as external sales are now included in intersegment sales.
(2)
See
Restructuring Actions and Other Charges
section of "Results of Operations" for additional information.
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:
|
Favorable/(Unfavorable)
|
||||||||||||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
|
Power generation
|
$
|
2,305
|
|
$
|
2,256
|
|
$
|
2,588
|
|
$
|
49
|
|
2
|
%
|
$
|
(332
|
)
|
(13
|
)%
|
|||||||
|
Industrial
|
1,399
|
|
941
|
|
1,121
|
|
458
|
|
49
|
%
|
(180
|
)
|
(16
|
)%
|
||||||||||||
|
Generator technologies
|
354
|
|
320
|
|
358
|
|
34
|
|
11
|
%
|
(38
|
)
|
(11
|
)%
|
||||||||||||
|
Total sales
|
$
|
4,058
|
|
$
|
3,517
|
|
$
|
4,067
|
|
$
|
541
|
|
15
|
%
|
$
|
(550
|
)
|
(14
|
)%
|
|||||||
High-horsepower unit shipments by engine classification were as follows:
|
|
|
|
|
Favorable/(Unfavorable)
|
|||||||||||||||||
|
|
Years ended December 31,
|
2017 vs. 2016
|
2016 vs. 2015
|
||||||||||||||||||
|
|
2017
|
2016
|
2015
|
Amount
|
Percent
|
Amount
|
Percent
|
||||||||||||||
|
Power generation
|
8,200
|
|
7,900
|
|
8,600
|
|
300
|
|
4
|
%
|
(700
|
)
|
(8
|
)%
|
|||||||
|
Industrial
|
6,400
|
|
4,400
|
|
5,200
|
|
2,000
|
|
45
|
%
|
(800
|
)
|
(15
|
)%
|
|||||||
|
Total units
|
14,600
|
|
12,300
|
|
13,800
|
|
2,300
|
|
19
|
%
|
(1,500
|
)
|
(11
|
)%
|
|||||||
2017 vs. 2016
Sales
Power Systems segment sales
increase
d
$541 million
across all product lines versus
2016
. The following were the primary drivers:
|
•
|
Industrial sales
increase
d
$458 million
primarily due to higher demand in global mining markets, especially in Europe, North America and China, and oil and gas markets in North America.
|
49
|
•
|
Power generation sales
increase
d
$49 million
primarily due to higher demand in Western Europe, North America and China, partially offset by lower demand in the Middle East, Africa and Eastern Europe.
|
|
•
|
Generator technologies sales
increase
d
$34 million
primarily due to higher demand in Europe.
|
Segment EBIT
Power Systems segment EBIT
increase
d
$31 million
versus
2016
, primarily due to higher gross margin, favorable foreign currency fluctuations and higher equity, royalty and interest income from investees, partially offset by increased selling, general and administrative expenses, higher research, development and engineering expenses and the absence of a $17 million gain on the sale of an equity investee recorded in 2016. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
Year ended December 31, 2017 vs. 2016
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
107
|
|
14
|
%
|
(0.3
|
)
|
|||
|
Selling, general and administrative expenses
|
(45
|
)
|
(11
|
)%
|
0.4
|
|
||||
|
Research, development and engineering expenses
|
(25
|
)
|
(13
|
)%
|
0.1
|
|
||||
|
Equity, royalty and interest income from investees
|
12
|
|
29
|
%
|
0.1
|
|
||||
|
Gain on sale of an equity investee
|
(17
|
)
|
(100
|
)%
|
0.5
|
|
||||
The
increase
in gross margin versus
2016
was primarily due to increased volumes, partially offset by higher warranty cost related to a campaign accrual and higher variable compensation expense. The
increase
in selling, general and administrative expenses was primarily due to higher variable compensation expense and higher consulting expenses. The
increase
in research, development and engineering expenses was primarily due to higher variable compensation expense, increased project spending and higher consulting expenses. The increase in equity, royalty and interest income from investees was primarily due to the absence of a joint venture asset impairment recorded in 2016. The decrease in the gain on sale of an equity investee was due to the absence of a
$17 million
gain recorded in the fourth quarter of 2016 for Cummins Olayan Energy.
2016 vs. 2015
Sales
Power Systems segment sales decreased $550 million across all product lines versus 2015. The following were the primary drivers:
|
•
|
Power generation sales decreased $332 million, in most regions, with the largest declines in demand primarily in Asia, the Middle East, North America, Latin America, China, Western Europe, Africa and Mexico.
|
|
•
|
Industrial sales decreased $180 million primarily due to lower demand in North America (mainly oil and gas and mining markets, partially offset by rail markets), Asia (mainly marine and mining markets), China (mainly marine and mining markets) and Africa.
|
|
•
|
Foreign currency fluctuations unfavorably impacted sales results primarily in the British pound, Indian rupee and Chinese renminbi.
|
|
•
|
Generator technologies sales decreased $38 million primarily due to lower demand in China and North America.
|
Segment EBIT
In 2015, we incurred a restructuring charge of $26 million for actions primarily in the form of professional voluntary and involuntary employee separation programs in response to the continued deterioration in our global markets.
Power Systems segment EBIT decreased $72 million versus 2015, primarily due to lower gross margin, partially offset by lower selling, general and administrative expenses, favorable foreign currency fluctuations (primarily the British pound), lower research, development and engineering expenses, the absence of restructuring actions and other charges and a gain from the divestiture of an equity investee. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
50
|
Year ended December 31, 2016 vs. 2015
|
||||||||||
|
|
Favorable/(Unfavorable) Change
|
|||||||||
|
In millions
|
Amount
|
Percent
|
Percentage point change
as a percent of sales
|
|||||||
|
Gross margin
|
$
|
(215
|
)
|
(21
|
)%
|
(2.3
|
)
|
|||
|
Selling, general and administrative expenses
|
75
|
|
16
|
%
|
0.3
|
|
||||
|
Research, development and engineering expenses
|
37
|
|
16
|
%
|
0.2
|
|
||||
|
Equity, royalty and interest income from investees
|
(14
|
)
|
(25
|
)%
|
(0.2
|
)
|
||||
|
Restructuring actions and other charges
(1)
|
26
|
|
100
|
%
|
0.6
|
|
||||
|
Gain on sale of an equity investee
|
17
|
|
100
|
%
|
0.5
|
|
||||
__________________________________________________________________________
(1)
See
Restructuring Actions and Other Charges
section of "Results of Operations" for additional information.
The decrease in gross margin versus 2015 was primarily due to lower volumes and increased project costs. The decrease in selling, general and administrative expenses was primarily due to lower compensation expenses as the result of restructuring actions taken in the fourth quarter of 2015 and lower consulting expenses. The decrease in research, development and engineering expenses was primarily due to reduced project spending, lower consulting expenses and lower compensation expenses as the result of restructuring actions taken in the fourth quarter of 2015. The decrease in equity, royalty and interest income from investees was primarily due to the impact of an $8 million asset impairment incurred by one of our joint ventures. In 2016, we sold our remaining 49 percent interest in Cummins Olayan Energy for $61 million and recognized a gain of $17 million.
Reconciliation of Segment EBIT to Net Income Attributable to Cummins Inc.
The table below reconciles the segment information to the corresponding amounts in the
Consolidated Statements of Income.
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
TOTAL SEGMENT EBIT
|
$
|
2,391
|
|
$
|
1,982
|
|
$
|
2,110
|
|
|||
|
Non-segment EBIT
(1)
|
55
|
|
17
|
|
(20
|
)
|
||||||
|
TOTAL EBIT
|
2,446
|
|
|
1,999
|
|
|
2,090
|
|
||||
|
Less: Interest expense
|
81
|
|
69
|
|
65
|
|
||||||
|
INCOME BEFORE INCOME TAXES
|
2,365
|
|
1,930
|
|
2,025
|
|
||||||
|
Less: Income tax expense
|
1,371
|
|
474
|
|
555
|
|
||||||
|
CONSOLIDATED NET INCOME
|
994
|
|
1,456
|
|
1,470
|
|
||||||
|
Less: Net (loss) income attributable to noncontrolling interest
|
(5
|
)
|
62
|
|
71
|
|
||||||
|
NET INCOME ATTRIBUTABLE TO CUMMINS INC.
|
$
|
999
|
|
$
|
1,394
|
|
$
|
1,399
|
|
|||
_______________________________________________
(1)
Includes intersegment sales, intersegment profit in inventory eliminations and unallocated corporate expenses. The year ended
December 31, 2015
, included an
$11 million
corporate restructuring charge. There were no significant unallocated corporate expenses for the years ended December 31, 2017 and 2016.
51
LIQUIDITY AND CAPITAL RESOURCES
Key Working Capital and Balance Sheet Data
We fund our working capital with cash from operations and short-term borrowings, including commercial paper, when necessary. Various assets and liabilities, including short-term debt, can fluctuate significantly from month to month depending on short-term liquidity needs. As a result, working capital is a prime focus of management attention.
Working capital and balance sheet measures are provided in the following table:
|
Dollars in millions
|
December 31,
2017 |
December 31,
2016 |
||||||
|
Working capital
(1)
|
$
|
3,251
|
|
$
|
3,382
|
|
||
|
Current ratio
|
1.57
|
|
1.78
|
|
||||
|
Accounts and notes receivable, net
|
$
|
3,618
|
|
$
|
3,025
|
|
||
|
Days’ sales in receivables
|
59
|
|
61
|
|
||||
|
Inventories
|
$
|
3,166
|
|
$
|
2,675
|
|
||
|
Inventory turnover
|
5.0
|
|
4.7
|
|
||||
|
Accounts payable (principally trade)
|
$
|
2,579
|
|
$
|
1,854
|
|
||
|
Days' payable outstanding
|
53
|
|
51
|
|
||||
|
Total debt
|
$
|
2,006
|
|
$
|
1,856
|
|
||
|
Total debt as a percent of total capital
|
19.7
|
%
|
20.6
|
%
|
||||
____________________________________
(1)
Working capital includes cash and cash equivalents.
Cash Flows
Cash and cash equivalents were impacted as follows:
|
|
Years ended December 31,
|
Change
|
||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
2017 vs. 2016
|
2016 vs. 2015
|
|||||||||||||||
|
Net cash provided by operating activities
|
$
|
2,277
|
|
$
|
1,939
|
|
$
|
2,065
|
|
$
|
338
|
|
$
|
(126
|
)
|
|||||
|
Net cash used in investing activities
|
(1,052
|
)
|
(917
|
)
|
(918
|
)
|
(135
|
)
|
1
|
|
||||||||||
|
Net cash used in financing activities
|
(1,074
|
)
|
(1,413
|
)
|
(1,650
|
)
|
339
|
|
237
|
|
||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
98
|
|
(200
|
)
|
(87
|
)
|
298
|
|
(113
|
)
|
||||||||||
|
Net increase (decrease) in cash and cash equivalents
|
$
|
249
|
|
$
|
(591
|
)
|
$
|
(590
|
)
|
$
|
840
|
|
$
|
(1
|
)
|
|||||
2017
vs.
2016
Net cash
provided by
operating activities
increase
d
$338 million
versus
2016
, primarily due to improved earnings of $358 million, excluding the non-cash impact of Tax Legislation of $820 million and lower working capital levels of $352 million, partially offset by higher pension contributions of $109 million, a decrease in deferred tax expense of $104 million, lower loss contingency charges of $117 million and higher equity earnings of $77 million. The lower working capital requirements in 2017 resulted in a cash inflow of $90 million compared to a cash outflow of $262 million in 2016.
Net cash
used in
investing activities
increase
d
$135 million
versus
2016
, primarily due to higher acquisitions of businesses, net of cash acquired of $568 million and the absence of $60 million in proceeds from the sale of of equity investees in 2016, partially offset by lower net investments in marketable securities of $244 million, higher cash flows from derivatives not designated as hedges of $178 million and higher proceeds from the disposal of property, plant and equipment of $96 million.
Net cash
used in
financing activities
decrease
d
$339 million
versus
2016
, primarily due to lower repurchases of common stock of $327 million.
The effect of exchange rate changes on cash and cash equivalents increased
$298 million
versus
2016
, primarily due to the British pound, which increased cash and cash equivalents $249 million.
2016
vs.
2015
Net cash provided by operating activities decreased $126 million versus 2015, primarily due to the absence of the 2015 impairment of light-duty diesel assets of $211 million and a $123 million year over year impact related to restructuring, partially offset by an increase in deferred income taxes of $158 million and higher loss contingency charges of $62 million resulting in lower cash net income in 2016.
52
Net cash used in investing activities decreased $1 million versus 2015, primarily due to lower capital expenditures of $213 million and proceeds from the sale of equity investees of $60 million, partially offset by higher net investments in marketable securities of $160 million and changes in cash flows from derivatives not designated as hedges of $110 million.
Net cash used in financing activities decreased $237 million versus 2015, primarily due to higher net borrowings of commercial paper of $212 million, lower common stock repurchases of $122 million and higher proceeds from borrowings of $67 million, partially offset by higher acquisitions of noncontrolling interests of $88 million and higher payments on borrowings and capital lease obligations of $87 million.
The effect of exchange rate changes on cash and cash equivalents decreased $113 million versus 2015, primarily due to the British pound, which decreased cash and cash equivalents $112 million.
Sources of Liquidity
We generate significant ongoing cash flow. Cash provided by operations is our principal source of liquidity with
$2.3 billion
provided in
2017
.
At
December 31, 2017
, our sources of liquidity included:
|
December 31, 2017
|
||||||||||||||
|
In millions
|
Total
|
U.S.
|
International
|
Primary location of international balances
|
||||||||||
|
Cash and cash equivalents
|
$
|
1,369
|
|
$
|
360
|
|
$
|
1,009
|
|
U.K., Singapore, China, Belgium, Australia, Canada
|
||||
|
Marketable securities
(1)
|
198
|
|
49
|
|
149
|
|
India
|
|||||||
|
Total
|
$
|
1,567
|
|
$
|
409
|
|
$
|
1,158
|
|
|||||
|
Available credit capacity
|
||||||||||||||
|
Revolving credit facility
(2)
|
$
|
2,452
|
|
|||||||||||
|
International and other uncommitted domestic credit facilities
|
$
|
240
|
|
|||||||||||
____________________________________
(1)
The majority of marketable securities could be liquidated into cash within a few days.
(2)
The five-year credit facility for $1.75 billion and the 364-day credit facility for $1.0 billion, maturing November 2020 and September 2018, respectively, are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. At December 31,
2017
, we had
$298 million
of commercial paper outstanding, which effectively reduced the
$1.75 billion
available capacity under our five-year revolving credit facility to
$1.45 billion
.
Cash, Cash Equivalents and Marketable Securities
A significant portion of our cash flows is generated outside the U.S.
We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. As a result, we do not anticipate any local liquidity restrictions to preclude us from funding our operating needs with local resources.
The Tax Legislation made significant changes to U.S. tax law, including a one-time transition tax on accumulated foreign earnings of
$298 million
with a cash impact of
$338 million
. The payments associated with this deemed repatriation will be paid over eight years. The unrepatriated foreign earnings at December 31, 2017, will be repatriated as needed to fund cash needs. The estimated accrued withholding taxes of
$331 million
on foreign earnings that we plan to repatriate in the foreseeable future will be paid as cash is repatriated
.
See Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
for additional information
.
Debt Facilities and Other Sources of Liquidity
On November 13, 2015, we entered into an amended and restated five-year revolving credit agreement with a syndicate of lenders, which provides us with a
$1.75 billion
senior unsecured revolving credit facility and expires on November 13, 2020
.
On September 5, 2017, we entered into a 364-day credit facility that allows us to borrow up to
$1 billion
of additional unsecured funds at any time through September 2018.
We have access to both credit facilities which total
$2.75 billion
of borrowing capacity.
We intend to maintain credit facilities of a similar aggregate amount by renewing or replacing these facilities before expiration.
Revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings, letters of credit and general corporate purposes.
53
We can issue up to $1.75 billion of unsecured short-term promissory notes ("commercial paper") pursuant to our board authorized commercial paper programs. The programs facilitate the private placement of unsecured short-term debt through third party brokers. We intend to use the net proceeds from the commercial paper borrowings for general corporate purposes.
The total combined borrowing capacity under the revolving credit facility and commercial paper program should not exceed $2.75 billion. See Note
9
, "
DEBT
," to our
Consolidated Financial Statements
for additional information.
As a well-known seasoned issuer, we filed an automatic shelf registration for an undetermined amount of debt and equity securities with the Securities and Exchange Commission (SEC) on February 16, 2016. Under this shelf registration we may offer, from time to time, debt securities, common stock, preferred and preference stock, depositary shares, warrants, stock purchase contracts and stock purchase units.
Uses of Cash
Stock Repurchases
In December 2016, our Board of Directors authorized the acquisition of up to $1 billion of additional common stock upon completion of the 2015 repurchase plan.
In
2017
, we made the following purchases under the 2015 repurchase program:
|
In millions (except per share amounts)
For each quarter ended
|
Shares
Purchased
|
Average Cost
Per Share
|
Total Cost of
Repurchases
|
Remaining
Authorized
Capacity
(1)
|
|||||||||||
|
April 2
|
0.3
|
|
$
|
151.32
|
|
$
|
51
|
|
$
|
445
|
|
||||
|
July 2
|
0.5
|
|
153.95
|
|
69
|
|
376
|
|
|||||||
|
October 1
|
1.7
|
|
155.05
|
|
271
|
|
105
|
|
|||||||
|
December 31
|
0.4
|
|
166.00
|
|
60
|
|
46
|
|
|||||||
|
Total
|
2.9
|
|
$
|
155.81
|
|
$
|
451
|
|
|
|
|||||
___________________________________________________________
(1)
The remaining authorized capacity under the 2015 plan was calculated based on the cost to purchase the shares but excludes commission expenses in accordance with the authorized plan.
We intend to repurchase outstanding shares from time to time
during 2018
to enhance shareholder value and to offset the dilutive impact of employee stock based compensation plans.
Dividends
Total dividends paid to common shareholders in
2017
,
2016
and
2015
were
$701 million
,
$676 million
and
$622 million
, respectively. Declaration and payment of dividends in the future depends upon our income and liquidity position, among other factors, and is subject to declaration by our Board of Directors, who meet quarterly to consider our dividend payment. We expect to fund dividend payments with cash from operations.
In July 2017, our Board of Directors authorized an increase to our quarterly dividend of 5.4 percent from $1.025 per share to $1.08 per share.
In July 2016, our Board of Directors authorized an increase to our quarterly dividend of 5.1 percent from $0.975 per share to $1.025 per share. In July 2015, our Board of Directors authorized an increase to our quarterly dividend of 25 percent from $0.78 per share to $0.975 per share. Cash dividends per share paid to common shareholders for the last three years were as follows:
|
|
Quarterly Dividends
|
|||||||||||
|
|
2017
|
2016
|
2015
|
|||||||||
|
First quarter
|
$
|
1.025
|
|
$
|
0.975
|
|
$
|
0.78
|
|
|||
|
Second quarter
|
1.025
|
|
0.975
|
|
0.78
|
|
||||||
|
Third quarter
|
1.08
|
|
1.025
|
|
0.975
|
|
||||||
|
Fourth quarter
|
1.08
|
|
1.025
|
|
0.975
|
|
||||||
|
Total
|
$
|
4.21
|
|
$
|
4.00
|
|
$
|
3.51
|
|
|||
Acquisitions
On July 31, 2017, we formed a joint venture with Eaton Corporation PLC by purchasing a
50 percent
interest in the new venture named Eaton Cummins Automated Transmission Technologies (ECJV) for
$600 million
in cash. In addition, each partner contributed
$20 million
for working capital. See Note
18
"
ACQUISITIONS
," to the
Consolidated Financial Statements
for additional information.
54
On November 1, 2017, we acquired Brammo Inc., an engineerer and manufacturer of lithium ion batteries primarily related to the utility vehicle markets, for $68 million. See Note
18
"
ACQUISITIONS
," to the
Consolidated Financial Statements
for additional information.
Capital Expenditures
Capital expenditures, including spending on internal use software, were
$587 million
in
2017
, compared to
$594 million
in
2016
.
We continue to invest in new product lines and targeted capacity expansions. We plan to spend between $730 million and $760 million in 2018 on capital expenditures as we continue with product launches and facility improvements. Approximately 50 percent of our capital expenditures are expected to be invested outside of the U.S. in 2018.
Pensions
The funded status of our pension plans is dependent upon a variety of variables and assumptions including return on invested assets, market interest rates and levels of voluntary contributions to the plans.
In
2017
,
the investment return on our U.S. pension trust was 12.9 percent while our U.K. pension trust return was 4.4 percent.
Approximately 77 percent of our pension plan assets are held in highly liquid investments such as fixed income and equity securities. The remaining 23 percent of our plan assets are held in less liquid, but market valued investments, including real estate, private equity, venture capital, opportunistic credit and insurance contracts.
We sponsor funded and unfunded domestic and foreign defined benefit pension plans. Contributions to these plans were as follows:
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Defined benefit pension plans
|
|
|
|
|
||||||||
|
Voluntary contribution
|
$
|
233
|
|
$
|
133
|
|
$
|
82
|
|
|||
|
Mandatory contribution
|
10
|
|
1
|
|
108
|
|
||||||
|
Defined benefit pension contributions
|
243
|
|
134
|
|
190
|
|
||||||
|
Defined contribution pension plans
|
$
|
84
|
|
$
|
68
|
|
$
|
74
|
|
|||
We anticipate making total contributions of approximately
$38 million
to our defined benefit pension plans in
2018
. Expected contributions to our defined benefit pension plans in
2018
will meet or exceed the current funding requirements.
Current Maturities of Short and Long-Term Debt
We had
$298 million
of commercial paper outstanding at
December 31, 2017,
that matures in less than one year. The maturity schedule of our existing long-term debt does not require significant cash outflows in the intermediate term. Required annual principal payments range from
$6 million
to
$63 million
over the next five years. See Note
9
"
DEBT
"to the
Consolidated Financial Statements
for additional information.
55
Credit Ratings
Our ratings and outlook from each of the credit rating agencies as of the date of filing are shown in the table below.
|
Long-Term
|
Short-Term
|
|||||
|
Credit Rating Agency
(1)
|
|
Senior Debt Rating
|
Debt Rating
|
Outlook
|
||
|
Standard & Poor’s Rating Services
|
|
A+
|
A1
|
Stable
|
||
|
Moody’s Investors Service, Inc.
|
|
A2
|
P1
|
Stable
|
||
____________________________________
(1)
Credit ratings are not recommendations to buy, are subject to change and each rating should be evaluated independently of any other rating. In addition, we undertake no obligation to update disclosures concerning our credit ratings, whether as a result of new information, future events or otherwise.
Management's Assessment of Liquidity
Our financial condition and liquidity remain strong. Our solid balance sheet and credit ratings enable us to have ready access to credit and the capital markets. We assess our liquidity in terms of our ability to generate adequate cash to fund our operating, investing and financing activities. We believe our operating cash flow and liquidity provides us with the financial flexibility needed to fund working capital, common stock repurchases, acquisitions, capital expenditures, dividend payments, projected pension obligations and debt service obligations. While we expect more efficient access to overseas earnings as a result of Tax Legislation, we continue to generate cash from operations in the U.S. and maintain access to our revolving credit facility as noted above.
56
CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
A summary of our contractual obligations and other commercial commitments, at
December 31, 2017
, are as follows:
|
Contractual Cash Obligations
|
Payments Due by Period
|
|||||||||||||||||||
|
In millions
|
2018
|
2019-2020
|
2021-2022
|
After 2022
|
Total
|
|||||||||||||||
|
Loans payable
|
$
|
57
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
57
|
|
|||||
|
Long-term debt and capital lease obligations
(1)
|
169
|
|
254
|
|
180
|
|
2,817
|
|
3,420
|
|
||||||||||
|
Operating leases
|
140
|
|
188
|
|
104
|
|
70
|
|
502
|
|
||||||||||
|
Capital expenditures
|
280
|
|
30
|
|
—
|
|
—
|
|
310
|
|
||||||||||
|
Purchase commitments for inventory
|
789
|
|
—
|
|
—
|
|
—
|
|
789
|
|
||||||||||
|
Other purchase commitments
|
262
|
|
17
|
|
7
|
|
16
|
|
302
|
|
||||||||||
|
Transitional tax liability
|
57
|
|
54
|
|
77
|
|
150
|
|
338
|
|
||||||||||
|
Other postretirement benefits
|
29
|
|
55
|
|
51
|
|
108
|
|
243
|
|
||||||||||
|
International and other domestic letters of credit
|
90
|
|
57
|
|
—
|
|
2
|
|
149
|
|
||||||||||
|
Performance and excise bonds
|
26
|
|
14
|
|
61
|
|
1
|
|
102
|
|
||||||||||
|
Guarantees, indemnifications and other commitments
|
31
|
|
3
|
|
7
|
|
10
|
|
51
|
|
||||||||||
|
Total
|
$
|
1,930
|
|
|
$
|
672
|
|
|
$
|
487
|
|
|
$
|
3,174
|
|
$
|
6,263
|
|
||
___________________________________________________________
|
(1)
|
Includes principal payments and expected interest payments based on the terms of the obligations
.
|
The contractual obligations reported above exclude our unrecognized tax benefits of $41 million as of December 31,
2017
. We are not able to reasonably estimate the period in which cash outflows relating to uncertain tax contingencies could occur. See Note
2
, "
INCOME TAXES
," to the
Consolidated Financial Statements
for additional information.
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
A summary of our significant accounting policies is included in Note
1
, "
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
," of our
Consolidated Financial Statements
which discusses accounting policies that we have selected from acceptable alternatives.
Our
Consolidated Financial Statements
are prepared in accordance with generally accepted accounting principles in the U.S. (GAAP) which often requires management to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts presented and disclosed in the financial statements. Management reviews these estimates and assumptions based on historical experience, changes in business conditions and other relevant factors they believe to be reasonable under the circumstances. In any given reporting period, our actual results may differ from the estimates and assumptions used in preparing our
Consolidated Financial Statements.
Critical accounting estimates are defined as follows: the estimate requires management to make assumptions about matters that were highly uncertain at the time the estimate was made; different estimates reasonably could have been used; or if changes in the estimate are reasonably likely to occur from period to period and the change would have a material impact on our financial condition or results of operations. Our senior management has discussed the development and selection of our accounting policies, related accounting estimates and the disclosures set forth below with the Audit Committee of our Board of Directors. We believe our critical accounting estimates include those addressing the estimation of liabilities for warranty programs, accounting for income taxes and pension benefits.
57
Warranty Programs
We estimate and record a liability for base warranty programs at the time our products are sold. Our estimates are based on historical experience and reflect management's best estimates of expected costs at the time products are sold and subsequent adjustment to those expected costs when actual costs differ. As a result of the uncertainty surrounding the nature and frequency of product recall programs, the liability for such programs is recorded when we commit to a recall action or when a recall becomes probable and estimable, which generally occurs when it is announced. Our warranty liability is generally affected by component failure rates, repair costs and the point of failure within the product life cycle. Future events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. New product launches require a greater use of judgment in developing estimates until historical experience becomes available. Product specific experience is typically available four or five quarters after product launch, with a clear experience trend evident eight quarters after launch. We generally record warranty expense for new products upon shipment using a preceding product's warranty history and a multiplicative factor based upon preceding similar product experience and new product assessment until sufficient new product data is available for warranty estimation. We then use a blend of actual new product experience and preceding product historical experience for several subsequent quarters, and new product specific experience thereafter. Note
8
, "
PRODUCT WARRANTY LIABILITY
," to our
Consolidated Financial Statements
contains a summary of the activity in our warranty liability account for
2017
,
2016
and
2015
including adjustments to pre-existing warranties.
Accounting for Income Taxes
We determine our income tax expense using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax benefits of net operating loss and credit carryforwards are also recognized as deferred tax assets. We evaluate the recoverability of our deferred tax assets each quarter by assessing the likelihood of future profitability and available tax planning strategies that could be implemented to realize our net deferred tax assets.
At
December 31, 2017
, we recorded net deferred tax liabilities of
$85 million
. The assets included
$359 million
for the value of net operating loss and credit carryforwards. A valuation allowance of
$347 million
was recorded to reduce the tax assets to the net value management believed was more likely than not to be realized.
In the event our operating performance deteriorates, future assessments could conclude that a larger valuation allowance will be needed to further reduce the deferred tax assets.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Legislation)
. We have not completed our accounting for the tax effects of enactment of the Tax Legislation. We made provisional estimates of the effects on our existing deferred tax balances, the one-time transition tax, and the withholding tax accrued on those earnings not permanently reinvested at December 31, 2017. The final transition impacts of the Tax Legislation may differ from our estimates, possibly materially, due to, among other things, changes in interpretations for the Tax Legislation, any legislative action to address questions that arise because of the Tax Legislation, any changes in accounting standards for income taxes or related interpretations in response to the Tax Legislation, or any updates or changes to estimates the company has utilized to calculate the transition impacts. Final calculations will be completed within the one year measurement period ending December 22, 2018, as required under the rules issued by the SEC. Any change of provisional amounts will be reported in income from continuing operations in the period in which the initial estimates are revised.
In addition, we operate within multiple taxing jurisdictions and are subject to tax audits in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. We accrue for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions. We have taken and we believe we have made adequate provisions for income taxes for all years that are subject to audit based upon the latest information available. A more complete description of our income taxes and the future benefits of our net operating loss and credit carryforwards is disclosed in
Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
.
Pension Benefits
We sponsor a number of pension plans primarily in the U.S. and the U.K. and to a lesser degree in various other countries. In the U.S. and the U.K., we have several major defined benefit plans that are separately funded. We account for our pension programs in accordance with employers' accounting for defined benefit pension and other postretirement plans under GAAP. GAAP requires that amounts recognized in financial statements be determined using an actuarial basis. As a result, our pension benefit programs are based on a number of statistical and judgmental assumptions that attempt to anticipate future events and are used in calculating the expense and liability related to our plans each year at December 31. These assumptions include discount rates used to value liabilities, assumed rates of return on plan assets, future compensation increases, employee turnover rates, actuarial assumptions relating to retirement age, mortality rates and participant withdrawals. The actuarial assumptions we use may differ significantly from actual results due to changing economic conditions, participant life span and withdrawal rates. These differences may result in a material impact to the amount of net periodic pension cost to be recorded in our
Consolidated Financial Statements
in the future.
58
The expected long-term return on plan assets is used in calculating the net periodic pension cost. We considered several factors in developing our expected rate of return on plan assets. The long-term rate of return considers historical returns and expected returns on current and projected asset allocations. Projected returns are based primarily on broad, publicly traded passive fixed income and equity indices and forward-looking estimates of the value added by active investment management.
At December 31, 2017, based upon our target asset allocations, it is anticipated that our U.S. investment policy will generate an average annual return over the 10-year projection period equal to or in excess of 6.5 percent approximately 32 percent of the time
while returns of 7.0 percent or greater are anticipated 21 percent of the time,
including the additional positive returns expected from active investment management.
Our plan assets have averaged annualized returns of
10.5 percent
over the prior eight years, and resulted in approximately
$418 million
of actuarial gains in accumulated other comprehensive income in the same period. Based on the historical returns and forward-looking return expectations, we believe an investment return assumption of
6.5 percent
per year in
2018
for U.S. pension assets is reasonable.
The methodology used to determine the rate of return on pension plan assets in the U.K. was based on establishing an equity-risk premium over current long-term bond yields adjusted based on target asset allocations.
At December 31, 2017, based upon our target asset allocations, it is anticipated that our U.K. investment policy will generate an average annual return over the 20-year projection period equal to or in excess of 4.1 percent approximately 50 percent of the time while returns of 4.8 percent or greater are anticipated 25 percent of the time.
We expect modest additional positive returns from active investment management. The one-year return for our U.K. plans was
4.4 percent
for
2017
, and similar to our U.S. plans, the strong returns since 2010 have resulted in approximately
$383 million
of actuarial gains in accumulated other comprehensive income. Our strategy with respect to our investments in pension plan assets is to be invested with a long-term outlook. Therefore, the risk and return balance of our asset portfolio should reflect a long-term horizon. Based on the historical returns and forward-looking return expectations as the plan assets continue to be de-risked, we believe an investment return assumption of
4.0 percent
in
2018
for U.K. pension assets is reasonable. Our pension plan asset allocations at December 31,
2017
and
2016
and target allocation for
2018
are as follows:
|
|
U.S. Plans
|
U.K. Plans
|
||||||||||||||||
|
|
Target Allocation
|
Percentage of Plan Assets at December 31,
|
Target Allocation
|
Percentage of Plan Assets at December 31,
|
||||||||||||||
|
Investment description
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
||||||||||||
|
Liability matching
|
68.0
|
%
|
68.3
|
%
|
57.8
|
%
|
56.5
|
%
|
56.1
|
%
|
54.6
|
%
|
||||||
|
Risk seeking
|
32.0
|
%
|
31.7
|
%
|
42.2
|
%
|
43.5
|
%
|
43.9
|
%
|
45.4
|
%
|
||||||
|
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||
The differences between the actual return on plan assets and expected long-term return on plan assets are recognized in the asset value used to calculate net periodic cost over five years. The table below sets forth the expected return assumptions used to develop our pension cost for the period
2015
-
2017
and our expected rate of return for
2018
.
|
|
Long-term Expected Return Assumptions
|
|||||||||||
|
|
2018
|
2017
|
2016
|
2015
|
||||||||
|
U.S. plans
|
6.50
|
%
|
7.25
|
%
|
7.50
|
%
|
7.50
|
%
|
||||
|
U.K. plans
|
4.00
|
%
|
4.50
|
%
|
4.70
|
%
|
5.80
|
%
|
||||
A lower expected rate of return will increase our net periodic pension cost and reduce profitability.
GAAP for pensions offers various acceptable alternatives to account for the differences that eventually arise between the estimates used in the actuarial valuations and the actual results. It is acceptable to delay or immediately recognize these differences. Under the delayed recognition alternative, changes in pension obligations (including those resulting from plan amendments) and changes in the value of assets set aside to meet those obligations are not recognized in net periodic pension cost as they occur but are recognized initially in accumulated other comprehensive loss and subsequently amortized as components of net periodic pension cost systematically and gradually over future periods. In addition to this approach, GAAP also allows immediate recognition of actuarial gains or losses. Immediate recognition introduces volatility in financial results. We have chosen to delay recognition and amortize actuarial differences over future periods. If we adopted the immediate recognition approach, we would record a loss of
$864 million
(
$680 million
after-tax) from cumulative actuarial net losses for our U.S. and U.K. pension plans.
59
The difference between the expected return and the actual return on plan assets is deferred from recognition in our results of operations and under certain circumstances such as when the difference exceeds
10 percent
of the market value of plan assets or the projected benefit obligation, amortized over future years of service. This is also true of changes to actuarial assumptions. Under GAAP, the actuarial gains and losses are recognized and recorded in accumulated other comprehensive loss. At December 31,
2017
, we had net pension actuarial losses of
$649 million
and
$207 million
for the U.S. and U.K. pension plans, respectively. As these amounts exceed
10 percent
of their respective plan assets, the excess is amortized over the average remaining service lives of participating employees. Net actuarial losses decreased our shareholders' equity by
$28 million
after-tax in
2017
. The loss is due to lower discount rates in the U.S. and U.K. and unfavorable foreign currency, partially offset by strong asset performance in the U.S. and the U.K.
The table below sets forth the net periodic pension cost for the years ended December 31 and our expected cost for
2018
.
|
In millions
|
2018
|
2017
|
2016
|
2015
|
||||||||||||
|
Net periodic pension cost
|
$
|
79
|
|
$
|
82
|
|
$
|
42
|
|
$
|
63
|
|
||||
We expect
2018
net periodic pension cost to
decrease
compared to
2017
, primarily due to reduced loss amortization in the U.S. and U.K., which resulted from strong asset performance, partially offset by lower expected asset returns in the U.S. and U.K. as we de-risk plan trust assets. The increase in net periodic pension cost in
2017
compared to
2016
was primarily due to onboarding North American distributors to Cummins pension benefits, a lower expected rate of return in the U.S. and U.K. and lower discount rates in the U.S. and U.K. The
decrease
in net periodic pension cost in
2016
compared to
2015
was due to reduced loss amortizations in the U.S. and U.K. and higher discount rates in the U.S. and U.K., partially offset by lower expected asset returns in the U.K. as we de-risked plan trust assets. Another key assumption used in the development of the net periodic pension cost is the discount rate. The weighted-average discount rates used to develop our net periodic pension cost are set forth in the table below.
|
|
Discount Rates
|
|||||||||||
|
|
2018
|
2017
|
2016
|
2015
|
||||||||
|
U.S. plans
|
3.66
|
%
|
4.12
|
%
|
4.47
|
%
|
4.07
|
%
|
||||
|
U.K. plans
|
2.55
|
%
|
2.70
|
%
|
3.95
|
%
|
3.80
|
%
|
||||
Changes in the discount rate assumptions will impact the interest cost component of the net periodic pension cost calculation.
The discount rate enables us to state expected future cash payments for benefits as a present value on the measurement date. The guidelines for setting this rate are discussed in GAAP which suggests the use of a high-quality corporate bond rate. We used bond information provided by Moody's Investor Services, Inc. and Standard & Poor's Rating Services. All bonds used to develop our hypothetical portfolio in the U.S. and U.K. were deemed high-quality, non-callable bonds (Aa or better) at December 31,
2017
, by at least one of the bond rating agencies.
Our model called for projected payments until near extinction for the U.S. and the U.K. For both countries, our model matches the present value of the plan's projected benefit payments to the market value of the theoretical settlement bond portfolio. A single equivalent discount rate is determined to align the present value of the required cash flow with the value of the bond portfolio. The resulting discount rate is reflective of both the current interest rate environment and the plan's distinct liability characteristics.
The table below sets forth the estimated impact on our
2018
net periodic pension cost relative to a change in the discount rate and a change in the expected rate of return on plan assets.
|
In millions
|
Impact on Pension Cost Increase/(Decrease)
|
||
|
Discount rate used to value liabilities
|
|||
|
0.25 percent increase
|
$
|
(16
|
)
|
|
0.25 percent decrease
|
17
|
|
|
|
Expected rate of return on assets
|
|||
|
1 percent increase
|
(48
|
)
|
|
|
1 percent decrease
|
48
|
|
|
60
The above sensitivities reflect the impact of changing one assumption at a time. A higher discount rate decreases the plan obligations and decreases our net periodic pension cost. A lower discount rate increases the plan obligations and increases our net periodic pension cost. It should be noted that economic factors and conditions often affect multiple assumptions simultaneously and the effects of changes in key assumptions are not necessarily linear. Note
10
, "
PENSION AND OTHER POSTRETIREMENT BENEFITS
," to our
Consolidated Financial Statements
provides a summary of our pension benefit plan activity, the funded status of our plans and the amounts recognized in our
Consolidated Financial Statements
.
RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See Note 1, "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES",
to the Consolidated Financial Statements
for additional information.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial risk resulting from volatility in foreign exchange rates, interest rates and commodity prices. This risk is closely monitored and managed through the use of financial derivative instruments including foreign currency forward contracts, interest rate swaps, commodity zero-cost collars and physical forward contracts. These instruments, as further described below, are accounted for as cash flow or fair value hedges or as economic hedges not designated as hedges for accounting purposes. Financial derivatives are used expressly for hedging purposes and under no circumstances are they used for speculative purposes. When material, we adjust the estimated fair value of our derivative contracts for counterparty or our credit risk. None of our derivative instruments are subject to collateral requirements. Substantially all of our derivative contracts are subject to master netting arrangements which provide us with the option to settle certain contracts on a net basis when they settle on the same day with the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event.
We also enter into physical forward contracts with certain suppliers to purchase minimum volumes of commodities at contractually stated prices for various periods. These arrangements, as further described below, enable us to fix the prices of portions of our normal purchases of these commodities, which otherwise are subject to market volatility.
The following describes our risk exposures and provides the results of a sensitivity analysis performed at December 31,
2017
. The sensitivity analysis assumes instantaneous, parallel shifts in foreign currency exchange rates and commodity prices.
Foreign Exchange Rate Risk
As a result of our international business presence, we are exposed to foreign currency exchange rate risks. We transact business in foreign currencies and, as a result, our income experiences some volatility related to movements in foreign currency exchange rates. To help manage our exposure to exchange rate volatility, we use foreign currency forward contracts on a regular basis to hedge forecasted intercompany and third-party sales and purchases denominated in non-functional currencies. Our internal policy allows for managing anticipated foreign currency cash flows for up to
18 months
.
These foreign currency forward contracts are designated and qualify as foreign currency cash flow hedges under GAAP.
For the years ended December 31,
2017
and
2016
,
there were no circumstances that would have resulted in the discontinuance of a foreign currency cash flow hedge.
To minimize the income volatility resulting from the remeasurement of net monetary assets and payables denominated in a currency other than the functional currency, we enter into foreign currency forward contracts, which are considered economic hedges. The objective is to offset the gain or loss from remeasurement with the gain or loss from the fair market valuation of the forward contract. These derivative instruments are not designated as hedges under GAAP.
At December 31, 2017, the potential gain or loss in the fair value of our outstanding foreign currency contracts, assuming a hypothetical
10
percent fluctuation in the currencies of such contracts, would be approximately
$101 million
. The sensitivity analysis of the effects of changes in foreign currency exchange rates assumes the notional value to remain constant for the next 12 months. The analysis ignores the impact of foreign exchange movements on our competitive position and potential changes in sales levels. Any change in the value of the contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items
.
61
Interest Rate Risk
We are exposed to market risk from fluctuations in interest rates. We manage our exposure to interest rate fluctuations through the use of interest rate swaps. The objective of the swaps is to more effectively balance our borrowing costs and interest rate risk.
We have a series of interest rate swaps to effectively convert our September 2013,
$500 million
debt issue, due in 2023, from a fixed rate of
3.65 percent
to a floating rate equal to the
one-month LIBOR
plus a spread.
The terms of the swaps mirror those of the debt, with interest paid semi-annually. The swaps were designated, and will be accounted for, as fair value hedges under GAAP. The gain or loss on these derivative instruments, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current income as “Interest expense.” The net swap settlements that accrue each period are also reported in interest expense.
The following table summarizes these gains and losses for the years presented below:
|
|
Years ended December 31,
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||||||||||||||
|
Income Statement Classification
|
Gain/(Loss) on Swaps
|
Gain/(Loss) on Borrowings
|
Gain/(Loss) on Swaps
|
Gain/(Loss) on Borrowings
|
Gain/(Loss) on
Swaps |
Gain/(Loss) on
Borrowings |
||||||||||||||||||
|
Interest expense
(1)
|
$
|
(7
|
)
|
$
|
8
|
|
$
|
(8
|
)
|
$
|
12
|
|
$
|
6
|
|
$
|
(2
|
)
|
||||||
___________________________________________________________
(1)
The difference between the gain/(loss) on swaps and borrowings represents hedge ineffectiveness.
Commodity Price Risk
We are exposed to fluctuations in commodity prices due to contractual agreements with component suppliers. In order to protect ourselves against future price volatility and, consequently, fluctuations in gross margins, we periodically enter into commodity zero-cost collar contracts with designated banks to fix the cost of certain raw material purchases with the objective of minimizing changes in inventory cost due to market price fluctuations. These commodity zero-cost collar contracts that represent an economic hedge, but are not designated for hedge accounting and are marked to market through earnings. Our internal policy allows for managing our cash flow hedges for up to three years.
At December 31, 2017, the potential gain or loss related to the outstanding commodity zero-cost collar contracts, assuming a hypothetical
10
percent fluctuation in the price of such commodities, would be approximately
$3 million
. The sensitivity analysis of the effects of changes in commodity prices assumes the notional value to remain constant for the next 12 months. The analysis ignores the impact of commodity price movements on our competitive position and potential changes in sales levels. Any change in the value of the zero-cost collar contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items.
We also limit our exposure to commodity price risk by entering into purchasing arrangements to fix the price of certain volumes of platinum and palladium expected to be used in our products. We enter into physical forward contracts with suppliers of platinum and palladium to purchase some volumes of the commodities at contractually stated prices for various periods, generally not exceeding one year. These arrangements enable us to fix the prices of a portion of our purchases of these commodities, which otherwise are subject to market volatility.
62
ITEM 8. Financial Statements and Supplementary Data
Index to Financial Statements
|
•
|
Management's Report to Shareholders
|
|
•
|
Report of Independent Registered Public Accounting Firm
|
|
•
|
Consolidated Statements of Income
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Consolidated Statements of Comprehensive Income
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Consolidated Balance Sheets
at December 31,
2017
and
2016
|
|
•
|
Consolidated Statements of Cash Flows
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Consolidated Statements of Changes in Equity
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Notes to Consolidated Financial Statements
|
|
NOTE 1
|
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
NOTE 2
|
|
INCOME TAXES
|
|
NOTE 3
|
|
INVESTMENTS IN EQUITY INVESTEES
|
|
NOTE 4
|
|
MARKETABLE SECURITIES
|
|
NOTE 5
|
|
INVENTORIES
|
|
NOTE 6
|
|
PROPERTY, PLANT AND EQUIPMENT
|
|
NOTE 7
|
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
NOTE 8
|
|
PRODUCT WARRANTY LIABILITY
|
|
NOTE 9
|
DEBT
|
|
|
NOTE 10
|
|
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
|
NOTE 11
|
|
OTHER LIABILITIES AND DEFERRED REVENUE
|
|
NOTE 12
|
|
COMMITMENTS AND CONTINGENCIES
|
|
NOTE 13
|
|
SHAREHOLDERS' EQUITY
|
|
NOTE 14
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
NOTE 15
|
|
STOCK INCENTIVE AND STOCK OPTION PLANS
|
|
NOTE 16
|
|
NONCONTROLLING INTERESTS
|
|
NOTE 17
|
|
EARNINGS PER SHARE
|
|
NOTE 18
|
|
ACQUISITIONS
|
|
NOTE 19
|
IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS
|
|
|
NOTE 20
|
RESTRUCTURING ACTIONS AND OTHER CHARGES
|
|
|
NOTE 21
|
|
OPERATING SEGMENTS
|
|
•
|
Selected Quarterly Financial Data (Unaudited)
|
63
MANAGEMENT'S REPORT TO SHAREHOLDERS
Management's Report on Financial Statements and Practices
The accompanying
Consolidated Financial Statements
of Cummins Inc. were prepared by management, which is responsible for their integrity and objectivity. The statements were prepared in accordance with generally accepted accounting principles and include amounts that are based on management's best judgments and estimates. The other financial information included in the annual report is consistent with that in the financial statements.
Management also recognizes its responsibility for conducting our affairs according to the highest standards of personal and corporate conduct. This responsibility is characterized and reflected in key policy statements issued from time to time regarding, among other things, conduct of its business activities within the laws of the host countries in which we operate, within The Foreign Corrupt Practices Act and potentially conflicting interests of its employees. We maintain a systematic program to assess compliance with these policies.
To comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we designed and implemented a structured and comprehensive compliance process to evaluate our internal control over financial reporting across the enterprise.
Management's Report on Internal Control Over Financial Reporting
The management of Cummins Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of our
Consolidated Financial Statements
for external purposes in accordance with accounting principles generally accepted in the United States of America.
Management assessed the effectiveness of our internal control over financial reporting and concluded it was effective as of
December 31, 2017
. In making its assessment, management utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).
The effectiveness of our internal control over financial reporting as of
December 31, 2017
, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Officer Certifications
Please refer to Exhibits 31(a) and 31(b) attached to this report for certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
|
/s/ N. THOMAS LINEBARGER
|
|
/s/ PATRICK J. WARD
|
|
Chairman and Chief Executive Officer
|
|
Vice President and Chief Financial Officer
|
64
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Cummins Inc.:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Cummins Inc. and its subsidiaries as of
December 31, 2017
and
2016
, and the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended
December 31, 2017
, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of
December 31, 2017
, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2017
and
2016
, and the results of their operations and their cash flows for each of the three years in the period ended
December 31, 2017
in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2017
, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
65
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Indianapolis, IN
February 14,
2018
We have served as the Company’s auditor since 2002.
66
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
|
Years ended December 31,
|
|||||||||||
|
In millions, except per share amounts
|
2017
|
2016
|
2015
|
|||||||||
|
NET SALES
(a)
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Cost of sales
|
|
|
|
|
|
|
||||||
|
GROSS MARGIN
|
|
|
|
|
|
|
||||||
|
OPERATING EXPENSES AND INCOME
|
|
|
|
|||||||||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
||||||
|
Research, development and engineering expenses
|
|
|
|
|
|
|
||||||
|
Equity, royalty and interest income from investees (Note 3)
|
|
|
|
|
|
|
||||||
|
Loss contingency (Note 12)
|
|
|
|
|
|
|
||||||
|
Impairment of light-duty diesel assets (Note 19)
|
|
|
|
|
|
|
||||||
|
Restructuring actions and other charges (Note 20)
|
—
|
|
—
|
|
|
|
||||||
|
Other operating income (expense), net
|
|
|
(
|
)
|
(
|
)
|
||||||
|
OPERATING INCOME
|
|
|
|
|
|
|
||||||
|
Interest income
|
|
|
|
|
|
|
||||||
|
Interest expense (Note 9)
|
|
|
|
|
|
|
||||||
|
Other income, net
|
|
|
|
|
|
|
||||||
|
INCOME BEFORE INCOME TAXES
|
|
|
|
|
|
|
||||||
|
Income tax expense (Note 2)
|
|
|
|
|
|
|
||||||
|
CONSOLIDATED NET INCOME
|
|
|
|
|
|
|
||||||
|
Less: Net (loss) income attributable to noncontrolling interests (Note 16)
|
(
|
)
|
|
|
|
|
||||||
|
NET INCOME ATTRIBUTABLE TO CUMMINS INC.
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. (Note 17)
|
|
|
|
|||||||||
|
Basic
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Diluted
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
____________________________________
|
(a)
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
CONSOLIDATED NET INCOME
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Other comprehensive income (loss), net of tax (Note 14)
|
|
|||||||||||
|
Change in pension and other postretirement defined benefit plans
|
(
|
)
|
(
|
)
|
|
|
||||||
|
Foreign currency translation adjustments
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Unrealized gain (loss) on marketable securities
|
|
|
|
|
(
|
)
|
||||||
|
Unrealized gain (loss) on derivatives
|
|
|
(
|
)
|
|
|
||||||
|
Total other comprehensive income (loss), net of tax
|
|
|
(
|
)
|
(
|
)
|
||||||
|
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
||||||
|
Less: Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
|
|
||||||
|
COMPREHENSIVE INCOME ATTRIBUTABLE TO CUMMINS INC.
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
The accompanying notes are an integral part of our Consolidated Financial Statements.
67
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
December 31,
|
||||||||
|
In millions, except par value
|
2017
|
2016
|
||||||
|
ASSETS
|
|
|
||||||
|
Current assets
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
|
|
$
|
|
|
||
|
Marketable securities (Note 4)
|
|
|
|
|
||||
|
Total cash, cash equivalents and marketable securities
|
|
|
|
|
||||
|
Accounts and notes receivable, net
|
||||||||
|
Trade and other
|
|
|
|
|
||||
|
Nonconsolidated equity investees
|
|
|
|
|
||||
|
Inventories (Note 5)
|
|
|
|
|
||||
|
Prepaid expenses and other current assets
|
|
|
|
|
||||
|
Total current assets
|
|
|
|
|
||||
|
Long-term assets
|
|
|
||||||
|
Property, plant and equipment, net (Note 6)
|
|
|
|
|
||||
|
Investments and advances related to equity method investees (Note 3)
|
|
|
|
|
||||
|
Goodwill (Note 7)
|
|
|
|
|
||||
|
Other intangible assets, net (Note 7)
|
|
|
|
|
||||
|
Pension assets (Note 10)
|
|
|
|
|
||||
|
Other assets
|
|
|
|
|
||||
|
Total assets
|
$
|
|
|
|
$
|
|
|
|
|
LIABILITIES
|
|
|
||||||
|
Current liabilities
|
|
|
||||||
|
Accounts payable (principally trade)
|
$
|
|
|
$
|
|
|
||
|
Loans payable (Note 9)
|
|
|
|
|
||||
|
Commercial paper (Note 9)
|
|
|
|
|
||||
|
Accrued compensation, benefits and retirement costs
|
|
|
|
|
||||
|
Current portion of accrued product warranty (Note 8)
|
|
|
|
|
||||
|
Current portion of deferred revenue
|
|
|
|
|
||||
|
Other accrued expenses
|
|
|
|
|
||||
|
Current maturities of long-term debt (Note 9)
|
|
|
|
|
||||
|
Total current liabilities
|
|
|
|
|
||||
|
Long-term liabilities
|
|
|
||||||
|
Long-term debt (Note 9)
|
|
|
|
|
||||
|
Postretirement benefits other than pensions (Note 10)
|
|
|
|
|
||||
|
Pensions (Note 10)
|
|
|
|
|
||||
|
Other liabilities and deferred revenue (Note 11)
|
|
|
|
|
||||
|
Total liabilities
|
$
|
|
|
$
|
|
|
||
|
Commitments and contingencies (Note 12)
|
|
|
|
|
||||
|
EQUITY
|
||||||||
|
Cummins Inc. shareholders’ equity (Note 13)
|
|
|
||||||
|
Common stock, $2.50 par value, 500 shares authorized, 222.4 and 222.4 shares issued
|
$
|
|
|
$
|
|
|
||
|
Retained earnings
|
|
|
|
|
||||
|
Treasury stock, at cost, 56.7 and 54.2 shares
|
(
|
)
|
(
|
)
|
||||
|
Common stock held by employee benefits trust, at cost, 0.5 and 0.7 shares
|
(
|
)
|
(
|
)
|
||||
|
Accumulated other comprehensive loss (Note 14)
|
(
|
)
|
(
|
)
|
||||
|
Total Cummins Inc. shareholders’ equity
|
|
|
|
|
||||
|
Noncontrolling interests (Note 16)
|
|
|
|
|
||||
|
Total equity
|
$
|
|
|
$
|
|
|
||
|
Total liabilities and equity
|
$
|
|
|
$
|
|
|
||
The accompanying notes are an integral part of our Consolidated Financial Statements.
68
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
||||||||||
|
Consolidated net income
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities
|
|
|
|
|||||||||
|
Impact of tax legislation, net (Note 2)
|
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
||||||
|
Gains on fair value adjustment for consolidated investees (Note 18)
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Deferred income taxes (Note 2)
|
(
|
)
|
|
|
(
|
)
|
||||||
|
Equity in income of investees, net of dividends (Note 3)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Pension contributions in excess of expense (Note 10)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Other post retirement benefits payments in excess of expense (Note 10)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Stock-based compensation expense (Note 15)
|
|
|
|
|
|
|
||||||
|
Loss contingency charges, net of payments (Note 12)
|
|
|
|
|
|
|
||||||
|
Impairment of light-duty diesel assets (Note 19)
|
|
|
|
|
|
|
||||||
|
Restructuring charges and other actions, net of cash payments (Note 20)
|
|
|
(
|
)
|
|
|
||||||
|
Proceeds from corporate owned life insurance
|
(
|
)
|
(
|
)
|
|
|
||||||
|
Translation and hedging activities
|
|
|
(
|
)
|
|
|
||||||
|
Changes in current assets and liabilities, net of acquisitions
|
||||||||||||
|
Accounts and notes receivable
|
(
|
)
|
(
|
)
|
|
|
||||||
|
Inventories
|
(
|
)
|
(
|
)
|
|
|
||||||
|
Other current assets
|
(
|
)
|
|
|
(
|
)
|
||||||
|
Accounts payable
|
|
|
|
|
(
|
)
|
||||||
|
Accrued expenses
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Changes in other liabilities and deferred revenue
|
|
|
|
|
|
|
||||||
|
Other, net
|
(
|
)
|
|
|
(
|
)
|
||||||
|
Net cash provided by operating activities
|
|
|
|
|
|
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
||||||||||
|
Capital expenditures
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Investments in internal use software
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from disposals of property, plant and equipment
|
|
|
|
|
|
|
||||||
|
Investments in and advances to equity investees
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Acquisitions of businesses, net of cash acquired (Note 18)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Investments in marketable securities—acquisitions (Note 4)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Investments in marketable securities—liquidations (Note 4)
|
|
|
|
|
|
|
||||||
|
Proceeds from sale of equity investees (Note 3)
|
|
|
|
|
|
|
||||||
|
Cash flows from derivatives not designated as hedges
|
|
|
(
|
)
|
|
|
||||||
|
Other, net
|
|
|
|
|
(
|
)
|
||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
||||||||||
|
Proceeds from borrowings
|
|
|
|
|
|
|
||||||
|
Net borrowings of commercial paper
|
|
|
|
|
|
|
||||||
|
Payments on borrowings and capital lease obligations
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net borrowings (payments) under short-term credit agreements
|
|
|
|
|
(
|
)
|
||||||
|
Distributions to noncontrolling interests
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Dividend payments on common stock (Note 13)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Repurchases of common stock (Note 13)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Acquisitions of noncontrolling interests (Note 18)
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Other, net
|
|
|
|
|
|
|
||||||
|
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Cash and cash equivalents at beginning of year
|
|
|
|
|
|
|
||||||
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
The accompanying notes are an integral part of our Consolidated Financial Statements.
69
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
In millions
|
Common
Stock |
Additional
Paid-in Capital |
Retained
Earnings |
Treasury
Stock |
Common
Stock Held in Trust |
Accumulated
Other Comprehensive Loss |
Total
Cummins Inc. Shareholders’ Equity |
Noncontrolling
Interests |
Total
Equity |
||||||||||||||||||||||||||
|
BALANCE AT DECEMBER 31, 2014
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Other comprehensive income (loss), net of tax (Note 14)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Employee benefits trust activity (Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Repurchases of common stock (Note 13)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||||
|
Cash dividends on common stock (Note 13)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||||
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Stock based awards
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Acquisition of noncontrolling interests
(Note 18)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||
|
Other shareholder transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
BALANCE AT DECEMBER 31, 2015
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Other comprehensive income (loss), net of t
ax (Note 14)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Employee benefits trust activity
(Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Repurchases of common stock
(Note 13)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||||
|
Cash dividends on common stock
(Note 13)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||||
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Stock based awards
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Acquisition of noncontrolling interests
(Note 18)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||
|
Other shareholder transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
BALANCE AT DECEMBER 31, 2016
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||||
|
Impact of tax legislation (Note 2)
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||||||||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||||
|
Other comprehensive income (loss), net of tax (Note 14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Employee benefits trust activity
(Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Repurchases of common stock
(Note 13)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||||
|
Cash dividends on common stock
(Note 13)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||||||
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Stock based awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||
|
Acquisition of business
(Note 18)
|
|
|
—
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Other shareholder transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
BALANCE AT DECEMBER 31, 2017
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||||
The accompanying notes are an integral part of our Consolidated Financial Statements.
70
CUMMINS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nature of Operations
We were founded in 1919 as Cummins Engine Company, a corporation in Columbus, Indiana and one of the first diesel engine manufacturers. In 2001, we changed our name to Cummins Inc.
We are a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, transmissions and electric power generation systems. We sell our products to original equipment manufacturers (OEMs), distributors and other customers worldwide.
We serve our customers through a network of approximately
500
wholly-owned and independent distributor locations and over
7,500
dealer locations in more than
190
countries and territories.
Our
Consolidated Financial Statements
include the accounts of all wholly-owned and majority-owned domestic and foreign subsidiaries where our ownership is more than 50 percent of outstanding equity interests except for majority-owned subsidiaries that are considered variable interest entities (VIEs) where we are not deemed to have a controlling financial interest. In addition, we also consolidate, regardless of our ownership percentage, VIEs for which we are deemed to have a controlling financial interest. Intercompany balances and transactions are eliminated in consolidation. Where our ownership interest is less than 100 percent, the noncontrolling ownership interests are reported in our
Consolidated Balance Sheets
. The noncontrolling ownership interest in our income, net of tax, is classified as "Net (loss) income attributable to noncontrolling interests" in our
Consolidated Statements of Income
.
We use the equity method to account for our investments in joint ventures, affiliated companies and alliances in which we have the ability to exercise significant influence, generally represented by equity ownership or partnership equity of at least
20
percent
but not more than
50
percent
. Generally, under the equity method, original investments in these entities are recorded at cost and subsequently adjusted by our share of equity in income or losses after the date of acquisition. Investment amounts in excess of our share of an investee's net assets are amortized over the life of the related asset creating the excess. If the excess is goodwill, then it is not amortized. Equity in income or losses of each investee is recorded according to our level of ownership; if losses accumulate, we record our share of losses until our investment has been fully depleted. If our investment has been fully depleted, we recognize additional losses only when we are the primary funding source. We eliminate (to the extent of our ownership percentage) in our
Consolidated Financial Statements
the profit in inventory held by our equity method investees that has not yet been sold to a third-party. Our investments are classified as "Investments and advances related to equity method investees" in our
Consolidated Balance Sheets.
Our share of the results from joint ventures, affiliated companies and alliances is reported in our
Consolidated Statements of Income
as "Equity, royalty and interest income from investees," and is reported net of all applicable income taxes.
Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts presented and disclosed in our
Consolidated Financial Statements
. Significant estimates and assumptions in these
Consolidated Financial Statements
require the exercise of judgment and are used for, but not limited to, allowance for doubtful accounts, estimates of future cash flows and other assumptions associated with goodwill and long-lived asset impairment tests, useful lives for depreciation and amortization, warranty programs, determination of discount rate and
71
other assumptions for pension and other postretirement benefit costs, income taxes and deferred tax valuation allowances, lease classification and contingencies. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates.
We recognize revenue, net of estimated costs of returns, allowances and sales incentives, when it is realized or realizable, which generally occurs when:
|
•
|
Persuasive evidence of an arrangement exists;
|
|
•
|
The product has been shipped and legal title and all risks of ownership have been transferred;
|
|
•
|
The sales price is fixed or determinable; and
|
|
•
|
Payment is reasonably assured.
|
Products are generally sold on open account under credit terms customary to the geographic region of distribution. We perform ongoing credit evaluations of our customers and generally do not require collateral to secure our accounts receivable. For engines, service parts, service tools and other items sold to independent distributors and to partially-owned distributors accounted for under the equity method, revenues are recorded when title and risk of ownership transfers. This transfer is based on the agreement in effect with the respective distributor, which generally occurs when the products are shipped. To the extent of our ownership percentage, margins on sales to distributors accounted for under the equity method are deferred until the distributor sells the product to unrelated parties.
We provide various sales incentives to both our distribution network and our OEM customers. These programs are designed to promote the sale of our product in the channel or encourage the usage of our products by OEM customers. Sales incentives primarily fall into three categories:
|
•
|
Volume rebates;
|
|
•
|
Market share rebates; and
|
|
•
|
Aftermarket rebates.
|
For volume rebates, we provide certain customers with rebate opportunities for attaining specified volumes during a particular quarter or year. We accrue for the expected amount of these rebates at the time of the original sale and update our accruals quarterly based on our best estimate of the volume levels the customer will reach during the measurement period. For market share rebates, we provide certain customers with rebate opportunities based on the percentage of their production that utilizes our product. These rebates are typically measured either quarterly or annually and are accrued at the time of the original sale based on the current market shares, with adjustments made as the level changes. For aftermarket rebates, we provide incentives to promote sales to certain dealers and end-markets. These rebates are typically paid on a quarterly, or more frequent, basis and estimates are made at the end of each quarter as to the amount yet to be paid. These estimates are based on historical experience with the particular program. The incentives are classified as a reduction in sales in our
Consolidated Statements of Income
.
We classify shipping and handling billed to customers as sales in our
Consolidated Statements of Income
. Substantially all shipping and handling costs are included in "Cost of sales."
We translate assets and liabilities of foreign entities to U.S. dollars, where the local currency is the functional currency, at year-end exchange rates. We translate income and expenses to U.S. dollars using weighted-average exchange rates for the year. We record adjustments resulting from translation in a separate component of accumulated other comprehensive loss (AOCL) and include the adjustments in net income only upon sale, loss of controlling financial interest or liquidation of the underlying foreign investment.
72
A three-level valuation hierarchy, based upon the observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy:
|
•
|
Level 1 - Quoted prices for
identical
instruments in active markets;
|
|
•
|
Level 2 - Quoted prices for
similar
instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose significant inputs are observable; and
|
|
•
|
|
We make use of derivative instruments in foreign exchange, commodity price and interest rate hedging programs. Derivatives currently in use are foreign currency forward contracts, commodity physical forward contracts, options and interest rate swaps. These contracts are used strictly for hedging and not for speculative purposes.
We are exposed to market risk from fluctuations in interest rates. We manage our exposure to interest rate fluctuations through the use of interest rate swaps. The objective of the swaps is to more effectively balance our borrowing costs and interest rate risk. The gain or loss on these derivative instruments as well as the offsetting gain or loss on the hedged item are recognized in current income as "Interest expense." For more detail on our interest rate swaps, see
NOTE 9
, "
DEBT
."
Due to our international business presence, we are exposed to foreign currency exchange risk. We transact in foreign currencies and have assets and liabilities denominated in foreign currencies. Consequently, our income experiences some volatility related to movements in foreign currency exchange rates. In order to benefit from global diversification and after considering naturally offsetting currency positions, we enter into foreign currency forward contracts to minimize our existing exposures (recognized assets and liabilities) and hedge forecasted transactions. Foreign currency forward contracts are designated and qualify as foreign currency cash flow hedges under GAAP. The effective portion of the unrealized gain or loss on the forward contract is deferred and reported as a component of AOCL. When the hedged forecasted transaction (sale or purchase) occurs, the unrealized gain or loss is reclassified into income in the same line item associated with the hedged transaction in the same period or periods during which the hedged transaction affects income.
To minimize the income volatility resulting from the remeasurement of net monetary assets and payables denominated in a currency other than the functional currency, we enter into foreign currency forward contracts, which are considered economic hedges. The objective is to offset the gain or loss from remeasurement with the gain or loss from the fair market valuation of the forward contract. These derivative instruments are not designated as hedges under GAAP.
We are exposed to fluctuations in commodity prices due to contractual agreements with component suppliers. In order to protect ourselves against future price volatility and, consequently, fluctuations in gross margins, we periodically enter into commodity physical forward contracts and zero-cost collar contracts with designated banks and other counterparties to fix the cost of certain raw material purchases with the objective of minimizing changes in inventory cost due to market price fluctuations. The physical forward contracts qualify for the normal purchases scope exceptions and are treated as purchase commitments. The commodity zero-cost collar contracts that represent an economic hedge, but are not designated for hedge accounting, are marked to market through earnings.
We determine our income tax expense using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax benefits of net operating loss and credit carryforwards are also recognized as deferred tax assets. We evaluate the recoverability of our deferred tax assets each quarter by assessing the likelihood of future profitability and available tax planning strategies that could be implemented to realize our net deferred tax assets.
A valuation allowance is recorded to reduce the tax assets to the net value management believes is more likely than not to be realized.
In the event our operating performance deteriorates, future assessments could conclude that a larger valuation
73
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Cash payments for income taxes, net of refunds
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Cash payments for interest, net of capitalized interest
|
|
|
|
|
|
|
||||||
We account for marketable securities in accordance with GAAP for investments in debt and equity securities. We determine the appropriate classification of all marketable securities as "held-to-maturity," "available-for-sale" or "trading" at the time of purchase, and re-evaluate such classifications at each balance sheet date. At December 31,
2017
and
2016
, all of our investments were classified as available-for-sale.
74
Under GAAP for goodwill, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual two-step goodwill impairment test. We have elected this option on certain reporting units. The two-step impairment test is now only required if an entity determines through this qualitative analysis that it is more likely than not that the fair value of the reporting unit is less than its carrying value. In addition, the carrying value of goodwill must be tested for impairment on an interim basis in certain circumstances where impairment may be indicated. When we are required or opt to perform the two-step impairment test, the fair value of each reporting unit is estimated by discounting the after tax future cash flows less requirements for working capital and fixed asset additions. Our reporting units are generally defined as one level below an operating segment. However, there are two situations where we have aggregated two or more reporting units which share similar economic characteristics and thus are aggregated into a single reporting unit for testing purposes. These two situations are described further below:
|
•
|
Within our Components segment, our emission solutions and filtration businesses have been aggregated into a single reporting unit.
|
|
•
|
Our Distribution segment is considered a single reporting unit as it is managed geographically and all regions share similar economic characteristics and provide similar products and services.
|
75
RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Accounting Pronouncements Recently Adopted
76
Accounting Pronouncements Issued But Not Yet Effective
77
The standard allows either full or modified retrospective adoption effective for annual and interim periods beginning January 1, 2018. We will adopt the standard using the modified retrospective approach.
We identified a change in the manner in which we will account for certain license income. We license certain technology to our unconsolidated joint ventures that meet the definition of functional under the standard, which requires that revenue be recognized at a point in time rather than the current requirement of recognizing it over the license term. Using the modified retrospective adoption method, we will record an adjustment to our opening equity balance at January 1, 2018, to account for the differences between existing revenue recorded and what would have been recorded under the new standard for contracts for which we started recognizing revenue prior to the adoption date. We expect to record a credit to equity of approximately $
We also identified transactions where revenue recognition is currently limited to the amount of billings not contingent on our future performance. With the allocation provisions of the new model, we expect to accelerate the timing of revenue recognition for amounts related to satisfied performance obligations that would be delayed under the current guidance. We do not expect the impact of this change to be material.
On an ongoing basis, we do not expect this amendment to have a material impact on our Consolidated Financial Statements, including our internal controls over financial reporting. The revenue recognition disclosures will significantly expand under the new standard, specifically around the quantitative and qualitative information about performance obligations, changes in contract assets and liabilities and disaggregation of revenue.
|
|
|
Years ended December 31,
|
||||||||||
|
In millions
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
U.S. income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Foreign income
|
|
|
|
|
|
|
|
|
|
|||
|
Income before income taxes
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
78
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Current
|
|
|
|
|||||||||
|
U.S. federal and state
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Foreign
|
|
|
|
|
|
|
||||||
|
Impact of tax legislation
|
|
|
|
|
|
|
||||||
|
Total current
|
|
|
|
|
|
|
||||||
|
Deferred
|
|
|
|
|||||||||
|
U.S. federal and state
|
(
|
)
|
|
|
(
|
)
|
||||||
|
Foreign
|
(
|
)
|
(
|
)
|
|
|
||||||
|
Impact of tax legislation
|
|
|
|
|
|
|
||||||
|
Total deferred
|
|
|
|
|
(
|
)
|
||||||
|
Income tax expense
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
A reconciliation of the statutory U.S. federal income tax rate to the effective tax rate was as follows:
|
|
Years ended December 31,
|
||||||||
|
|
2017
|
2016
|
2015
|
||||||
|
Statutory U.S. federal income tax rate
|
|
%
|
|
%
|
|
%
|
|||
|
State income tax, net of federal effect
|
|
|
|
|
|
|
|||
|
Differences in rates and taxability of foreign subsidiaries and joint ventures
|
(
|
)
|
(
|
)
|
(
|
)
|
|||
|
Research tax credits
|
(
|
)
|
(
|
)
|
(
|
)
|
|||
|
Impact of tax legislation
|
|
|
|
|
|
|
|||
|
Other, net
|
(
|
)
|
(
|
)
|
(
|
)
|
|||
|
Effective tax rate
|
|
%
|
|
%
|
|
%
|
|||
Our income tax rates are generally less than the 35 percent U.S. statutory income tax rate primarily because of lower taxes on foreign earnings and research tax credits.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (Tax Legislation)
, which changed the U.S. statutory rate to 21 percent effective January 1, 2018 and requires companies to pay a one-time transition tax on certain previously undistributed earnings of certain foreign subsidiaries and foreign joint ventures that were tax deferred. Our effective tax rate for
2017
was
58.0
percent
compared to
24.6
percent
for
2016
. The impacts of the Tax Legislation resulted in additional tax expense of
$
781
million
.
The Securities and Exchange Commission (SEC) issued guidance which addressed the uncertainty in the application of GAAP to the Tax Legislation where certain income tax effects cannot be finalized at December 31, 2017. This guidance allows entities to record provisional amounts based on current estimates that are updated on a quarterly basis. As a result, our accounting for the effects of the Tax Legislation are not considered complete at this time. The final transition impacts of the Tax Legislation may differ from our estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Legislation, any legislative action to address questions that arise because of the Tax Legislation, any changes in accounting standards for income taxes or related interpretations in response to the Tax Legislation, or any updates or changes to estimates the company has utilized to calculate the transition impacts. The SEC requires final calculations to be completed within the one year measurement period ending December 22, 2018, and reflect any additional guidance issued throughout the year. Any adjustments of provisional amounts will be reported in continuing operations in the period in which the estimates change. We have made provisional estimates of the effects of the Tax Legislation in three primary areas: (1) our existing deferred tax balances; (2) the one-time transition tax and (3) the withholding tax accrued on those earnings no longer considered permanently reinvested at December 31, 2017. Each of these items is described in more detail below.
Deferred tax assets and liabilities
We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. We are still analyzing certain aspects of the Tax Legislation and refining our calculations, which could potentially affect the measurement of these balances. The provisional amount related to the remeasurement of our deferred tax balance is an incremental tax expense of
$
152
million
. See NOTE
3
, "
INVESTMENTS IN EQUITY INVESTEES
," for the impact to our equity investees.
79
One-time transition tax
The one-time transition tax is based on our total post-1986 unrepatriated earnings and profits not previously subject to U.S. income tax. The recorded provisional amount for our one-time transition tax is a tax expense of
$
298
million
with a cash impact of
$
338
million
.
Withholding tax
Withholding tax is an additional cost associated with the distribution of earnings from some jurisdictions. As a result of the Tax Legislation, we reconsidered previous assertions regarding earnings that were considered permanently reinvested, which requires us to record withholding taxes on earnings likely to be distributed in the foreseeable future. The assertion as to which earnings are permanently reinvested for purposes of calculating withholding tax is provisional as we refine the underlying calculations of the amount of earnings subject to the tax and the rate at which it will be taxed. The recorded provisional amount for the withholding tax resulted in an incremental tax expense of
$
331
million
. See NOTE
3
, "
INVESTMENTS IN EQUITY INVESTEES
," and NOTE
16
, "
NONCONTROLLING INTERESTS
," for the impact of withholding taxes to our equity investees and noncontrolling interests.
|
|
December 31,
|
|||||||
|
In millions
|
2017
|
2016
|
||||||
|
Deferred tax assets
|
|
|
||||||
|
U.S. state carryforward benefits
|
$
|
|
|
$
|
|
|
||
|
Foreign carryforward benefits
|
|
|
|
|
||||
|
Employee benefit plans
|
|
|
|
|
||||
|
Warranty expenses
|
|
|
|
|
||||
|
Accrued expenses
|
|
|
|
|
||||
|
Other
|
|
|
|
|
||||
|
Gross deferred tax assets
|
|
|
|
|
||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Total deferred tax assets
|
|
|
|
|
||||
|
Deferred tax liabilities
|
|
|
||||||
|
Property, plant and equipment
|
(
|
)
|
(
|
)
|
||||
|
Unremitted income of foreign subsidiaries and joint ventures
|
(
|
)
|
(
|
)
|
||||
|
Employee benefit plans
|
(
|
)
|
(
|
)
|
||||
|
Other
|
(
|
)
|
(
|
)
|
||||
|
Total deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
|
Net deferred tax (liabilities) assets
|
$
|
(
|
)
|
$
|
|
|
||
Our
2017
U.S. carryforward benefits include
$
200
million
of state credit and net operating loss carryforward benefits that begin to expire in 2018. Our foreign carryforward benefits include
$
159
million
of net operating loss carryforwards that begin to expire in 2018. A valuation allowance is recorded to reduce the gross deferred tax assets to an amount we believe is more likely than not to be realized. The valuation allowance was
$
347
million
and
increased
in
2017
by a net
$
40
million
. The valuation allowance is primarily attributable to the uncertainty regarding the realization of a portion of the U.S. state and foreign net operating loss and tax credit carryforward benefits.
80
|
December 31,
|
||||||||
|
In millions
|
2017
|
2016
|
||||||
|
Prepaid and other current assets
|
|
|
||||||
|
Refundable income taxes
|
$
|
|
|
$
|
|
|
||
|
Other assets
|
||||||||
|
Deferred income tax assets
|
|
|
|
|
||||
|
Long-term refundable income taxes
|
|
|
|
|
||||
|
Accrued expenses
|
||||||||
|
Income tax payable
|
|
|
|
|
||||
|
Other liabilities and deferred revenue
|
||||||||
|
Income tax payable
|
|
|
|
|
||||
|
Deferred income tax liabilities
|
|
|
|
|
||||
|
December 31,
|
||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Balance at beginning of year
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Additions to current year tax positions
|
|
|
|
|
|
|
||||||
|
Additions to prior years' tax positions
|
|
|
|
|
|
|
||||||
|
Reductions to prior years' tax positions
|
(
|
)
|
|
|
|
|
||||||
|
Reductions for tax positions due to settlements with taxing authorities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Balance at end of year
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Included in the December 31, 2017, 2016 and 2015, balances are
$
32
million
,
$
31
million
and
$
78
million
, respectively, related to tax positions that, if recognized, would favorably impact the effective tax rate in future periods. Also, we had accrued interest expense related to the unrecognized tax benefits of
$
4
million
,
$
3
million
and
$
8
million
as of December 31, 2017, 2016 and 2015, respectively. We recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. For the years ended December 31, 2017, 2016 and 2015, we recognized
$
3
million
,
$
2
million
and
$
5
million
in net interest expense, respectively.
Audit outcomes and the timing of audit settlements are subject to significant uncertainty. Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on our earnings. Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a positive impact on earnings.
81
|
|
|
December 31,
|
||||||||
|
In millions
|
Ownership %
|
2017
|
2016
|
|||||||
|
Beijing Foton Cummins Engine Co., Ltd.
|
|
$
|
|
|
$
|
|
|
|||
|
Komatsu alliances
|
20-50%
|
|
|
|
|
|||||
|
Dongfeng Cummins Engine Company, Ltd.
|
|
|
|
|
|
|||||
|
Cummins-Scania XPI Manufacturing, LLC
|
|
|
|
|
|
|||||
|
Chongqing Cummins Engine Company, Ltd.
|
|
|
|
|
|
|||||
|
Tata Cummins, Ltd.
|
|
|
|
|
|
|||||
|
Other
|
Various
|
|
|
|
|
|||||
|
Investments and advances related to equity method investees
|
|
$
|
|
|
$
|
|
|
|||
We have approximately
$
614
million
in our investment account at December 31,
2017
, that represents cumulative undistributed income in our equity investees. Dividends received from our unconsolidated equity investees were
$
219
million
,
$
212
million
and
$
248
million
in
2017
,
2016
and
2015
, respectively.
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Distribution entities
|
|
|
|
|||||||||
|
Komatsu Cummins Chile, Ltda.
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
North American distributors
|
|
|
|
|
|
|
||||||
|
All other distributors
|
(
|
)
|
|
|
|
|
||||||
|
Manufacturing entities
|
|
|||||||||||
|
Beijing Foton Cummins Engine Co., Ltd.
|
|
|
|
|
|
|
||||||
|
Dongfeng Cummins Engine Company, Ltd.
|
|
|
|
|
|
|
||||||
|
Chongqing Cummins Engine Company, Ltd.
|
|
|
|
|
|
|
||||||
|
Dongfeng Cummins Emission Solutions Co., Ltd.
|
|
|
|
|
|
|
||||||
|
Shanghai Fleetguard Filter Co., Ltd.
|
|
|
|
|
|
|
||||||
|
Cummins Westport, Inc.
|
|
|
(1)
|
|
|
|
|
|||||
|
All other manufacturers
|
|
|
(1)
|
|
|
|
|
|||||
|
Cummins share of net income
|
|
|
|
|
|
|
||||||
|
Royalty and interest income
|
|
|
|
|
|
|
||||||
|
Equity, royalty and interest income from investees
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
___________________________________________________________
(1)
U.S. tax legislation passed in December 2017 decreased our equity earnings at certain equity investees, including a
$
7
million
unfavorable impact to Cummins Westport, Inc. due to the remeasurement of deferred taxes and a
$
32
million
unfavorable impact to "All other manufacturers" due to withholding tax adjustments on foreign earnings.
See Note
2
, "
INCOME TAXES
," to our
Consolidated Financial Statements
for additional information
.
Distribution Entities
We have an extensive worldwide distributor and dealer network through which we sell and distribute our products and services. Generally, our distributors are divided by geographic region with some of our distributors being wholly-owned by Cummins, some partially-owned and some independently owned. We consolidate all wholly-owned distributors and partially-owned distributors where we are the primary beneficiary and account for other partially-owned distributors using the equity method of accounting.
|
•
|
Komatsu Cummins Chile, Ltda. -
Komatsu Cummins Chile, Ltda. is a joint venture with Komatsu America Corporation. The joint venture is a distributor that offers the full range of our products and services to customers and end-users in Chile and Peru.
|
|
•
|
North American Distributors -
During 2016, we acquired the remaining interest in the final unconsolidated North American distributor joint venture.
|
82
In certain cases where we own a partial interest in a distributor, we may be obligated to purchase the other equity holders' interests if certain events occur (such as the death or resignation of the distributor principal or a change in control of Cummins Inc.). The purchase consideration of the equity interests may be determined based on the fair vale of the distributor's assets. Repurchase obligations and practices vary by geographic region.
All distributors that are partially-owned are considered to be related parties in our
Consolidated Financial Statements
.
Manufacturing Entities
Our manufacturing joint ventures have generally been formed with customers and generally are intended to allow us to increase our market penetration in geographic regions, reduce capital spending, streamline our supply chain management and develop technologies. Our largest manufacturing joint ventures are based in China and are included in the list below. Our engine manufacturing joint ventures are supplied by our Components segment in the same manner as it supplies our wholly-owned Engine segment and Power Systems segment manufacturing facilities. Our Components segment joint ventures and wholly owned entities provide fuel systems, filtration, aftertreatment systems, turbocharger products and transmissions that are used with our engines as well as some competitors' products. The results and investments in our joint ventures in which we have
50
percent
or less ownership interest are included in “Equity, royalty and interest income from investees” and “Investments and advances related to equity method investees” in our
Consolidated Statements of Income
and
Consolidated Balance Sheets
, respectively.
|
•
|
Beijing Foton Cummins Engine Co., Ltd. -
Beijing Foton Cummins Engine Co., Ltd. is a joint venture in China with Beiqi Foton Motor Co., Ltd., a commercial vehicle manufacturer, which consists of two distinct lines of business, a light-duty business and a heavy-duty business. The light-duty business produces our families of ISF
|
|
•
|
Dongfeng Cummins Engine Company, Ltd. -
Dongfeng Cummins Engine Company, Ltd. (DCEC) is a joint venture in China with Dongfeng Automotive Co. Ltd., a subsidiary of Dongfeng Motor Corporation, one of the largest medium-duty and heavy-duty truck manufacturers in China. DCEC produces Cummins
|
|
•
|
Chongqing Cummins Engine Company, Ltd. -
Chongqing Cummins Engine Company, Ltd. is a joint venture in China with Chongqing Machinery and Electric Co. Ltd. This joint venture manufactures several models of our heavy-duty and high-horsepower diesel engines, primarily serving the industrial and stationary power markets in China.
|
|
•
|
Dongfeng Cummins Emission Solutions Co., Ltd. -
Dongfeng Cummins Emission Solutions Co. Ltd. is a joint venture in China with Dongfeng Industrial Company, a subsidiary of Dongfeng Motor Group Company Limited, a manufacturer of numerous on-highway vehicles. This joint venture produces, purchases and sells advanced diesel engine aftertreatment solutions to support the full line of Dongfeng's commercial vehicles.
|
|
•
|
Shanghai Fleetguard Filter Co., Ltd. -
Shanghai Fleetguard Filter Co. Ltd. is a joint venture in China with Dongfeng Motor Co., Ltd., a manufacturer of numerous on-highway vehicles. This joint venture produces and sells filters and filter parts to support the full line of Dongfeng's commercial vehicles.
|
|
•
|
Cummins Westport, Inc. -
Cummins Westport Inc. is a joint venture in Canada with Westport Innovations Inc. to market and sell automotive spark-ignited natural gas engines worldwide and to participate in joint technology projects on low-emission technologies.
|
83
Equity Investee Financial Summary
|
|
For the years ended and at December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Net sales
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Gross margin
|
|
|
|
|
|
|
||||||
|
Net income
|
|
|
|
|
|
|
||||||
|
Cummins share of net income
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Royalty and interest income
|
|
|
|
|
|
|
||||||
|
Total equity, royalty and interest from investees
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Current assets
|
$
|
|
|
$
|
|
|
|
|
||||
|
Non-current assets
|
|
|
|
|
|
|
||||||
|
Current liabilities
|
(
|
)
|
(
|
)
|
|
|
||||||
|
Non-current liabilities
|
(
|
)
|
(
|
)
|
|
|
||||||
|
Net assets
|
$
|
|
|
$
|
|
|
|
|
||||
|
Cummins share of net assets
|
$
|
|
|
$
|
|
|
|
|
||||
Sale of Equity Investee
|
December 31,
|
||||||||||||||||||||||||
|
|
2017
|
2016
|
||||||||||||||||||||||
|
In millions
|
Cost
|
Gross unrealized
gains/(losses) |
Estimated
fair value |
Cost
|
Gross unrealized
gains/(losses) |
Estimated
fair value |
||||||||||||||||||
|
Available-for-sale
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Debt mutual funds
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||
|
Bank debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Government debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Total marketable securities
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
—
|
|
$
|
|
|
||||||
______________________________________________________
A description of the valuation techniques and inputs used for our Level 2 fair value measures was as follows:
|
•
|
Debt mutual funds
— The fair value measure for the vast majority of these investments is the daily net asset value published on a regulated governmental website. Daily quoted prices are available from the issuing brokerage and are used on a test basis to corroborate this Level 2 input.
|
|
•
|
Bank debentures and Certificates of deposit
— These investments provide us with a contractual rate of return and generally range in maturity from
|
84
|
•
|
Equity mutual funds
— The fair value measure for these investments is the net asset value published by the issuing brokerage. Daily quoted prices are available from reputable third party pricing services and are used on a test basis to corroborate this Level 2 input measure.
|
|
•
|
Government debt securities
— The fair value measure for these securities is broker quotes received from reputable firms. These securities are infrequently traded on a national stock exchange and these values are used on a test basis to corroborate our Level 2 input measure.
|
|
Years ended December 31,
|
||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Proceeds from sales and maturities of marketable securities
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Gross realized gains from the sale of available-for-sale securities
(1)
|
|
|
|
|
|
|
||||||
____________________________________________________
|
Maturity date
|
(in millions)
|
|||
|
1 year or less
|
$
|
|
|
|
|
1 - 5 years
|
|
|
||
|
Total
|
$
|
|
|
|
Inventories are stated at the lower of cost or market.
Inventories included the following:
|
|
December 31,
|
||||||
|
In millions
|
2017
|
2016
|
|||||
|
Finished products
|
$
|
|
|
$
|
|
|
|
|
Work-in-process and raw materials
|
|
|
|
|
|||
|
Inventories at FIFO cost
|
|
|
|
|
|||
|
Excess of FIFO over LIFO
|
(
|
)
|
(
|
)
|
|||
|
Total inventories
|
$
|
|
|
$
|
|
|
|
|
|
December 31,
|
||||||
|
In millions
|
2017
|
2016
|
|||||
|
Land and buildings
|
$
|
|
|
$
|
|
|
|
|
Machinery, equipment and fixtures
|
|
|
|
|
|||
|
Construction in process
|
|
|
|
|
|||
|
Property, plant and equipment, gross
|
|
|
|
|
|||
|
Less: Accumulated depreciation
|
(
|
)
|
(
|
)
|
|||
|
Property, plant and equipment, net
|
$
|
|
|
$
|
|
|
|
85
|
In millions
|
Components
|
Distribution
|
Power Systems
|
Engine
|
Total
|
|||||||||||||||
|
Balance at December 31, 2015
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Translation and other
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Balance at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Acquisitions
|
|
|
(1)
|
|
|
|
|
|
|
|
|
|||||||||
|
Translation and other
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance at December 31, 2017
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Goodwill not yet allocated to segments
|
|
|
(2)
|
|||||||||||||||||
|
$
|
|
|
||||||||||||||||||
____________________________________________________
|
(1)
|
|
|
(2)
|
|
Intangible assets that have finite useful lives are amortized over their estimated useful lives.
The following table summarizes our other intangible assets with finite useful lives that are subject to amortization:
|
|
December 31,
|
||||||
|
In millions
|
2017
|
2016
|
|||||
|
Software
|
$
|
|
|
$
|
|
|
|
|
Less: Accumulated amortization
|
(
|
)
|
(
|
)
|
|||
|
Software, net
|
|
|
|
|
|||
|
Trademarks, patents, customer relationships and other
|
|
|
|
|
|||
|
Less: Accumulated amortization
|
(
|
)
|
(
|
)
|
|||
|
Trademarks, patents, customer relationships and other, net
|
|
|
|
|
|||
|
Total other intangible assets, net
|
$
|
|
|
$
|
|
|
|
Amortization expense for software and other intangibles totaled
$
112
million
,
$
92
million
and
$
90
million
for the years ended December 31,
2017
,
2016
and
2015
, respectively.
The projected amortization expense of our intangible assets, assuming no further acquisitions or dispositions, is as follows:
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||
|
Projected amortization expense
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
86
|
|
December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Balance, beginning of year
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Provision for warranties issued
|
|
|
|
|
|
|
||||||
|
Deferred revenue on extended warranty contracts sold
|
|
|
|
|
|
|
||||||
|
Payments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Amortization of deferred revenue on extended warranty contracts
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Changes in estimates for pre-existing warranties
|
|
|
|
|
|
|
||||||
|
Foreign currency translation
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Balance, end of year
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
|
December 31,
|
|
||||||||
|
In millions
|
2017
|
2016
|
Balance Sheet Location
|
|||||||
|
Deferred revenue related to extended coverage programs
|
|
|
|
|||||||
|
Current portion
|
$
|
|
|
$
|
|
|
Current portion of deferred revenue
|
|||
|
Long-term portion
|
|
|
|
|
Other liabilities and deferred revenue
|
|||||
|
Total
|
$
|
|
|
$
|
|
|
|
|||
|
Long-term portion of warranty liability
|
$
|
|
|
$
|
|
|
Other liabilities and deferred revenue
|
|||
Loans Payable and Commercial Paper
Loans payable at December 31,
2017
and
2016
were
$
57
million
and
$
41
million
, respectively, and consisted primarily of notes payable to financial institutions.
The weighted-average interest rate for notes payable, bank overdrafts and current maturities of long-term debt at December 31 was as follows:
|
2017
|
2016
|
2015
|
|||||||
|
Weighted-average interest rate
|
|
%
|
|
%
|
|
%
|
|||
87
We can issue up to $1.75 billion of unsecured short-term promissory notes ("commercial paper") pursuant to our board authorized commercial paper programs. The programs facilitate the private placement of unsecured short-term debt through third party brokers. We intend to use the net proceeds from the commercial paper borrowings for general corporate purposes.
We had
$
298
million
in outstanding borrowings under our commercial paper programs at December 31,
2017
, with a weighted-average interest rate of
1.56
percent
.
Revolving Credit Facilities
On November 13, 2015, we entered into an amended and restated five-year revolving credit agreement with a syndicate of lenders, which provides us with a
$
1.75
billion
senior unsecured revolving credit facility and expires on November 13, 2020
. Amounts payable under our revolving credit facility will rank pro rata with all of our unsecured, unsubordinated indebtedness. Up to
$
300
million
under our credit facility is available for swingline loans. Advances under the facility bear interest at (i) a base rate or (ii) a rate equal to the
LIBOR
rate plus an applicable margin based on the credit ratings of our outstanding senior unsecured long-term debt. Based on our current long-term debt ratings, the applicable margin on
LIBOR
rate loans was
0.75
percent
per annum at December 31,
2017
. Advances under the facility may be prepaid without premium or penalty, subject to customary breakage costs.
On September 5, 2017, we entered into a 364-day credit facility that allows us to borrow up to
$
1
billion
of additional unsecured funds at any time through September 2018.
These credit agreements include various covenants, including, among others, maintaining a leverage ratio of no more than
3.5
to 1.0. At December 31,
2017
, we were in compliance with the covenants.
There were no outstanding borrowings under these facilities at December 31,
2017
. We intend to maintain credit facilities of a similar aggregate amount by renewing or replacing these facilities before expiration.
Revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings, letters of credit and general corporate purposes.
At December 31,
2017
, we had
$
298
million
of commercial paper outstanding, which effectively reduced the
$
1.75
billion
available capacity under our five-year revolving credit facility to
$
1.45
billion
. At December 31, 2017, we also had
$
1
billion
available under our 364-day facility.
At December 31,
2017
, we also had
$
240
million
available for borrowings under our international and other domestic credit facilities.
Long-term Debt
|
|
December 31,
|
||||||
|
In millions
|
2017
|
2016
|
|||||
|
Long-term debt
|
|
|
|||||
|
Senior notes, 3.65%, due 2023
|
$
|
|
|
$
|
|
|
|
|
Debentures, 6.75%, due 2027
|
|
|
|
|
|||
|
Debentures, 7.125%, due 2028
|
|
|
|
|
|||
|
Senior notes, 4.875%, due 2043
|
|
|
|
|
|||
|
Debentures, 5.65%, due 2098 (effective interest rate 7.48%)
|
|
|
|
|
|||
|
Other debt
|
|
|
|
|
|||
|
Unamortized discount
|
(
|
)
|
(
|
)
|
|||
|
Fair value adjustments due to hedge on indebtedness
|
|
|
|
|
|||
|
Capital leases
|
|
|
|
|
|||
|
Total long-term debt
|
|
|
|
|
|||
|
Less: Current maturities of long-term debt
|
|
|
|
|
|||
|
Long-term debt
|
$
|
|
|
$
|
|
|
|
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||||||||||
|
Principal payments
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
88
Interest on the
$
500
million
aggregate principal amount
of
3.65
%
senior unsecured notes due in 2023 and the
$
500
million
aggregate principal amount
of
4.875
%
senior unsecured notes due in 2043 pay interest semi-annually on April 1 and October 1 of each year.
Interest on the
6.75
%
debentures is payable on February 15 and August 15 of each year.
Interest on the
$
250
million
7.125
%
debentures and
$
165
million
5.65
%
debentures is payable on March 1 and September 1 of each year. The debentures are unsecured and are not subject to any sinking fund requirements. We can redeem the
7.125
%
debentures and the
5.65
%
debentures at any time prior to maturity at the greater of par plus accrued interest or an amount designed to ensure that the debenture holders are not penalized by the early redemption.
Our debt agreements contain several restrictive covenants. The most restrictive of these covenants applies to our revolving credit facility which will upon default, among other things, limit our ability to incur additional debt or issue preferred stock, enter into sale-leaseback transactions, sell or create liens on our assets, make investments and merge or consolidate with any other entity. In addition, we are subject to a maximum debt-to-EBITDA ratio financial covenant. At December 31,
2017
, we were in compliance with all of the covenants under our borrowing agreements.
Shelf Registration
As a well-known seasoned issuer, we filed an automatic shelf registration for an undetermined amount of debt and equity securities with the SEC on February 16, 2016. Under this shelf registration we may offer, from time to time, debt securities, common stock, preferred and preference stock, depositary shares, warrants, stock purchase contracts and stock purchase units.
Interest
For the years ended December 31,
2017
,
2016
and
2015
, total interest incurred was
$
85
million
,
$
75
million
and
$
68
million
, respectively, and interest capitalized was
$
4
million
,
$
6
million
and
$
3
million
, respectively.
Interest Rate Risk
We are exposed to market risk from fluctuations in interest rates. We manage our exposure to interest rate fluctuations through the use of interest rate swaps. The objective of the swaps is to more effectively balance our borrowing costs and interest rate risk.
We have a series of interest rate swaps to effectively convert our September 2013,
$
500
million
debt issue, due in 2023, from a fixed rate of
3.65
percent
to a floating rate equal to the
one-month LIBOR
plus a spread.
The terms of the swaps mirror those of the debt, with interest paid semi-annually. The swaps were designated, and will be accounted for, as fair value hedges under GAAP. The gain or loss on these derivative instruments, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current income as “Interest expense.” The net swap settlements that accrue each period are also reported in interest expense.
|
|
Years ended December 31,
|
|||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||||||||||||||
|
Income Statement Classification
|
Gain/(Loss) on Swaps
|
Gain/(Loss) on Borrowings
|
Gain/(Loss) on Swaps
|
Gain/(Loss) on Borrowings
|
Gain/(Loss) on
Swaps |
Gain/(Loss) on
Borrowings |
||||||||||||||||||
|
Interest expense
(1)
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
||||||
___________________________________________
Based on borrowing rates currently available to us for bank loans with similar terms and average maturities, considering our risk premium, the fair values and carrying values of total debt, including current maturities, were as follows:
|
December 31,
|
||||||||
|
In millions
|
2017
|
2016
|
||||||
|
Fair values of total debt
(1)
|
$
|
|
|
$
|
|
|
||
|
Carrying values of total debt
|
|
|
|
|
||||
___________________________________________
89
Pension Plans
We sponsor several contributory and noncontributory pension plans covering substantially all employees. Generally, hourly employee pension benefits are earned based on years of service and compensation during active employment while future benefits for salaried employees are determined using a cash balance formula. However, the level of benefits and terms of vesting may vary among plans. Pension plan assets are administered by trustees and are principally invested in fixed income securities and equity securities. It is our policy to make contributions to our various qualified plans in accordance with statutory and contractual funding requirements and any additional contributions we determine are appropriate.
Obligations, Assets and Funded Status
Benefit obligation balances presented below reflect the projected benefit obligation (PBO) for our pension plans.
The changes in the benefit obligations, the various plan assets, the funded status of the plans and the amounts recognized in our
Consolidated Balance Sheets
for our significant pension plans at December 31 were as follows:
|
|
Qualified and Non-Qualified Pension Plans
|
|||||||||||||||
|
|
U.S. Plans
|
U.K. Plans
|
||||||||||||||
|
In millions
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
|
Change in benefit obligation
|
|
|
|
|
||||||||||||
|
Benefit obligation at the beginning of the year
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Service cost
|
|
|
|
|
|
|
|
|
||||||||
|
Interest cost
|
|
|
|
|
|
|
|
|
||||||||
|
Actuarial loss
|
|
|
|
|
|
|
|
|
||||||||
|
Benefits paid from fund
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Benefits paid directly by employer
|
(
|
)
|
(
|
)
|
—
|
|
—
|
|
||||||||
|
Plan amendments
|
|
|
|
|
—
|
|
—
|
|
||||||||
|
Exchange rate changes
|
—
|
|
—
|
|
|
|
(
|
)
|
||||||||
|
Benefit obligation at end of year
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Change in plan assets
|
|
|
|
|
||||||||||||
|
Fair value of plan assets at beginning of year
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Actual return on plan assets
|
|
|
|
|
|
|
|
|
||||||||
|
Employer contributions
|
|
|
|
|
|
|
|
|
||||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Exchange rate changes
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Fair value of plan assets at end of year
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Funded status (including underfunded and nonfunded plans) at end of year
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Amounts recognized in consolidated balance sheets
|
|
|
|
|
||||||||||||
|
Pension assets - long-term
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Accrued compensation, benefits and retirement costs - current liabilities
|
(
|
)
|
(
|
)
|
—
|
|
—
|
|
||||||||
|
Pensions - long-term liabilities
|
(
|
)
|
(
|
)
|
—
|
|
—
|
|
||||||||
|
Net amount recognized
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||||||||||
|
Net actuarial loss
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Prior service cost
|
|
|
|
|
—
|
|
—
|
|
||||||||
|
Net amount recognized
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
In addition to the pension plans in the above table, we also maintain less significant defined benefit pension plans primarily in
14
other countries outside of the U.S. and the U.K. that comprise approximately
3
percent
and
4
percent
of our pension plan assets and obligations
, respectively at
December 31, 2017
. These plans are reflected in "Other liabilities and deferred revenue" on our
Consolidated Balance Sheets
. In 2017, we made
$
11
million
of contributions to these plans.
90
|
|
Qualified and Non-Qualified Pension Plans
|
|||||||||||||||
|
|
U.S. Plans
|
U.K. Plans
|
||||||||||||||
|
In millions
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
|
Total accumulated benefit obligation
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Plans with accumulated benefit obligation in excess of plan assets
|
||||||||||||||||
|
Accumulated benefit obligation
|
|
|
|
|
—
|
|
—
|
|
||||||||
|
Plans with projected benefit obligation in excess of plan assets
|
||||||||||||||||
|
Projected benefit obligation
|
|
|
|
|
—
|
|
—
|
|
||||||||
Components of Net Periodic Pension Cost
|
|
Qualified and Non-Qualified Pension Plans
|
|||||||||||||||||||||||
|
|
U.S. Plans
|
U.K. Plans
|
||||||||||||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
2017
|
2016
|
2015
|
||||||||||||||||||
|
Service cost
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||
|
Interest cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
|
Amortization of prior service cost
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||||
|
Recognized net actuarial loss
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net periodic pension cost
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Amortization of prior service credit
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Recognized net actuarial loss
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Incurred actuarial (gain) loss
|
(
|
)
|
|
|
|
|
||||||
|
Foreign exchange translation adjustments
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Total recognized in other comprehensive income
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|||
|
Total recognized in net periodic pension cost and other comprehensive income
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|||
The amount in accumulated other comprehensive loss expected to be recognized as a component of net periodic pension cost during the next fiscal year is a net actuarial loss of
$
62
million
.
Assumptions
|
|
Qualified and Non-Qualified Pension Plans
|
|||||||||||
|
|
U.S. Plans
|
U.K. Plans
|
||||||||||
|
|
2017
|
2016
|
2017
|
2016
|
||||||||
|
Discount rate
|
|
%
|
|
%
|
|
%
|
|
%
|
||||
|
Compensation increase rate
|
|
%
|
|
%
|
|
%
|
|
%
|
||||
91
|
|
Qualified and Non-Qualified Pension Plans
|
|||||||||||||||||
|
|
U.S. Plans
|
U.K. Plans
|
||||||||||||||||
|
|
2017
|
2016
|
2015
|
2017
|
2016
|
2015
|
||||||||||||
|
Discount rate
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||
|
Expected return on plan assets
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||
|
Compensation increase rate
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||
Plan Assets
Our investment policies in the U.S. and U.K. provide for the rebalancing of assets to maintain our long-term strategic asset allocation. We are committed to this long-term strategy and do not attempt to time the market given empirical evidence that asset allocation is more critical than individual asset or investment manager selection. Rebalancing of the assets has and continues to occur. The rebalancing is critical to having the proper weighting of assets to achieve the expected total portfolio returns. We believe that our portfolio is highly diversified and does not have any significant exposure to concentration risk. The plan assets for our defined benefit pension plans do not include any of our common stock.
U.S. Plan Assets
For the U.S. qualified pension plans, our assumption for the expected return on assets was
7.25
percent
in
2017
. Projected returns are based primarily on broad, publicly traded equity and fixed income indices and forward-looking estimates of active portfolio and investment management. We expect additional positive returns from this active investment management. Based on the historical returns and forward-looking return expectations in a rising interest rate environment, we have elected to reduce our assumption to
6.50
percent
in
2018
.
|
Asset Class
|
Target
|
Range
|
|||
|
U.S. equities
|
|
%
|
+2.0/-8.0%
|
||
|
Non-U.S. equities
|
|
%
|
+3.0/-2.0%
|
||
|
Global equities
|
|
%
|
+1.0/-5.0%
|
||
|
Total equities
|
|
%
|
|||
|
Real estate
|
|
%
|
+4.0/-6.0%
|
||
|
Private equity/venture capital
|
|
%
|
+6.0/-4.0%
|
||
|
Opportunistic credit
|
|
%
|
+8.0/-2.0%
|
||
|
Fixed income
|
|
%
|
+/-5.0%
|
||
|
Total
|
|
%
|
|
||
The fixed income component is structured to represent a custom bond benchmark that will closely hedge the change in the value of our liabilities. This component is structured in such a way that its benchmark covers approximately
100
percent
of the plan's exposure to changes in its discount rate (AA corporate bond yields). In order to achieve a hedge on more than the targeted
68
percent
of plan assets invested in fixed income securities, our Benefits Policy Committee (BPC) permits the fixed income managers, other managers or the custodian/trustee to utilize derivative securities, as part of a liability driven investment strategy to further reduce the plan's risk of declining interest rates. However, all managers hired to manage assets for the trust are prohibited from using leverage unless specifically discussed with the BPC and approved in their guidelines.
U.K. Plan Assets
For the U.K. qualified pension plans, our assumption for the expected return on assets was
4.5
percent
in
2017
. The methodology used to determine the rate of return on pension plan assets in the U.K. was based on establishing an equity-risk premium over current long-term bond yields adjusted based on target asset allocations. Our strategy with respect to our investments in these assets is to be invested in a suitable mixture of return-seeking assets such as equities, real estate and liability matching assets such as group annuity insurance contracts and duration matched bonds. Therefore, the risk and return balance of our U.K. asset portfolio should reflect a long-term horizon.
To achieve these objectives we have established the following targets:
92
|
Asset Class
|
Target
|
||
|
Global equities
|
|
%
|
|
|
Real estate/private markets
|
|
%
|
|
|
Re-insurance
|
|
%
|
|
|
Corporate credit instruments
|
|
%
|
|
|
Fixed income
|
|
%
|
|
|
Total
|
|
%
|
|
As part of our strategy in the U.K. we have not prohibited the use of any financial instrument, including derivatives. As in the U.S. plan, derivatives may be used to better match liability duration and are not used in a speculative way. The
56.5
percent
fixed income component is structured in a way that covers approximately
79
percent
of the plan's exposure to changes in its discount rate. Based on the above discussion, we have elected an assumption of
4.00
percent
in
2018
.
Fair Value of U.S. Plan Assets
|
|
Fair Value Measurements at December 31, 2017
|
|||||||||||||||
|
In millions
|
Quoted prices in active
markets for identical assets (Level 1) |
Significant other
observable inputs (Level 2) |
Significant
unobservable inputs (Level 3) |
Total
|
||||||||||||
|
Equities
|
|
|
|
|
||||||||||||
|
U.S.
|
$
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
|
|
||||
|
Non-U.S.
|
|
|
—
|
|
—
|
|
|
|
||||||||
|
Fixed income
|
|
|||||||||||||||
|
Government debt
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Corporate debt
|
|
|||||||||||||||
|
U.S.
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Non-U.S.
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Asset/mortgaged backed securities
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Net cash equivalents
(1)
|
|
|
|
|
—
|
|
|
|
||||||||
|
Derivative instruments
(2)
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Private equity and real estate
(3)
|
—
|
|
—
|
|
|
|
|
|
||||||||
|
Net plan assets subject to leveling
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Pending trade/purchases/sales
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Accruals
(4)
|
|
|
|
|
|
|
|
|
||||||||
|
Investments measured at net asset value
|
|
|
||||||||||||||
|
Net plan assets
|
|
|
|
|
|
|
$
|
|
|
|||||||
93
|
|
Fair Value Measurements at December 31, 2016
|
|||||||||||||||
|
In millions
|
Quoted prices in active
markets for identical assets (Level 1) |
Significant other
observable inputs (Level 2) |
Significant
unobservable inputs (Level 3) |
Total
|
||||||||||||
|
Equities
|
|
|
|
|
|
|
|
|||||||||
|
U.S.
|
$
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
|
|
||||
|
Non-U.S.
|
|
|
—
|
|
—
|
|
|
|
||||||||
|
Fixed income
|
|
|
||||||||||||||
|
Government debt
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Corporate debt
|
|
|
||||||||||||||
|
U.S.
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Non-U.S.
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Asset/mortgaged backed securities
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Net cash equivalents
(1)
|
|
|
|
|
—
|
|
|
|
||||||||
|
Derivative instruments
(2)
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Private equity and real estate
(3)
|
—
|
|
—
|
|
|
|
|
|
||||||||
|
Net plan assets subject to leveling
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Pending trade/purchases/sales
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Accruals
(4)
|
|
|
|
|
|
|
|
|
||||||||
|
Investments measured at net asset value
|
|
|
||||||||||||||
|
Net plan assets
|
|
|
|
|
|
|
$
|
|
|
|||||||
____________________________________________________
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
•
|
U.S. and Non-U.S. Equities
(
$
|
|
•
|
Government Debt
(
$
|
|
•
|
U.S. and Non-U.S. Corporate Debt
(
$
|
|
•
|
Real Estate
(
$
|
|
•
|
Asset/Mortgage Backed Securities
(
$
|
94
|
|
Fair Value Measurements
Using Significant Unobservable Inputs (Level 3) |
|||||||||||
|
In millions
|
Private Equity
|
Real Estate
|
Total
|
|||||||||
|
Balance at December 31, 2015
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Actual return on plan assets
|
|
|||||||||||
|
Unrealized gains on assets still held at the reporting date
|
|
|
|
|
|
|
||||||
|
Purchases, sales and settlements, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Balance at December 31, 2016
|
|
|
|
|
|
|
||||||
|
Actual return on plan assets
|
|
|
|
|||||||||
|
Unrealized gains on assets still held at the reporting date
|
|
|
|
|
|
|
||||||
|
Purchases, sales and settlements, net
|
|
|
(
|
)
|
|
|
||||||
|
Balance at December 31, 2017
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Fair Value of U.K. Plan Assets
In July 2012, the U.K. pension plan purchased an insurance contract that will guarantee payment of specified pension liabilities. The contract defers payment for
10
years
and is included in the table below in Level 3 for years ended
December 31, 2017
and
2016
at a value of
$
477
million
and
$
439
million
, respectively.
|
|
Fair Value Measurements at December 31, 2017
|
|||||||||||||||
|
In millions
|
Quoted prices in active
markets for identical assets (Level 1) |
Significant other
observable inputs (Level 2) |
Significant
unobservable inputs (Level 3) |
Total
|
||||||||||||
|
Equities
|
|
|
|
|
||||||||||||
|
U.S.
|
$
|
—
|
|
$
|
|
|
$
|
—
|
|
$
|
|
|
||||
|
Non-U.S.
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Fixed income
|
|
|||||||||||||||
|
Net cash equivalents
(1)
|
|
|
—
|
|
—
|
|
|
|
||||||||
|
Private equity, real estate and insurance
(2)
|
—
|
|
—
|
|
|
|
|
|
||||||||
|
Net plan assets subject to leveling
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Investments measured at net asset value
|
|
|
||||||||||||||
|
Net plan assets
|
|
|
|
|
|
|
$
|
|
|
|||||||
|
|
Fair Value Measurements at December 31, 2016
|
|||||||||||||||
|
In millions
|
Quoted prices in active
markets for identical assets (Level 1) |
Significant other
observable inputs (Level 2) |
Significant
unobservable inputs (Level 3) |
Total
|
||||||||||||
|
Equities
|
|
|
|
|
||||||||||||
|
U.S.
|
$
|
—
|
|
$
|
|
|
$
|
—
|
|
$
|
|
|
||||
|
Non-U.S.
|
—
|
|
|
|
—
|
|
|
|
||||||||
|
Fixed income
|
|
|||||||||||||||
|
Net cash equivalents
(1)
|
|
|
—
|
|
—
|
|
|
|
||||||||
|
Private equity, real estate and insurance
(2)
|
—
|
|
—
|
|
|
|
|
|
||||||||
|
Net plan assets subject to leveling
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Investments measured at net asset value
|
|
|
||||||||||||||
|
Net plan assets
|
|
|
|
|
|
|
$
|
|
|
|||||||
_____________________________________________________
|
(1)
|
|
|
(2)
|
|
95
Certain of our assets are valued based on their respective NAV (or its equivalent), as an alternative to estimated fair value due to the absence of readily available market prices. The fair value of each such investment category was as follows:
|
•
|
U.S. and Non-U.S. Corporate Debt
(
$
|
|
•
|
U.S. and Non-U.S. Equities
(
$
|
|
•
|
Re-insurance
(
$
|
|
•
|
Managed Futures Funds
(
$
|
|
|
Fair Value Measurements
Using Significant Unobservable Inputs (Level 3) |
|||||||||||||||
|
In millions
|
Insurance
|
Real Estate
|
Private Equity
|
Total
|
||||||||||||
|
Balance at December 31, 2015
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
Actual return on plan assets
|
||||||||||||||||
|
Unrealized (losses) gains on assets still held at the reporting date
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||
|
Purchases, sales and settlements, net
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
|
Actual return on plan assets
|
|
|
|
|
||||||||||||
|
Unrealized gains on assets still held at the reporting date
|
|
|
|
|
|
|
|
|
||||||||
|
Purchases, sales and settlements, net
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance at December 31, 2017
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
Level 3 Assets
The investments in an insurance contract, venture capital, private equity, opportunistic credit and real estate funds, for which quoted market prices are not available, are valued at their estimated fair value as determined by applicable investment managers or by quarterly financial statements of the funds. These financial statements are audited at least annually. In conjunction with our investment consultant, we monitor the fair value of the insurance contract as periodically reported by our insurer and their counterparty risk. The fair value of all real estate properties, held in the partnerships, are valued at least once per year by an independent professional real estate valuation firm. Fair value generally represents the fund's proportionate share of the net assets of the investment partnerships as reported by the general partners of the underlying partnerships. Some securities with no readily available market are initially valued at cost, utilizing independent professional valuation firms as well as market comparisons with subsequent adjustments to values which reflect either the basis of meaningful third-party transactions in the private market or the fair value deemed appropriate by the general partners of the underlying investment partnerships. In such instances, consideration is also given to the financial condition and operating results of the issuer, the amount that the investment partnerships can reasonably expect to realize upon the sale of the securities and any other factors deemed relevant. The estimated fair values are subject to uncertainty and therefore may differ from the values that would have been used had a ready market for such investments existed and such differences could be material.
96
Estimated Future Contributions and Benefit Payments
We plan to contribute approximately
$
38
million
to our defined benefit pension plans in
2018
.
The table below presents expected future benefit payments under our pension plans:
|
|
Qualified and Non-Qualified Pension Plans
|
|||||||||||||||||||||||
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 - 2027
|
||||||||||||||||||
|
Expected benefit payments
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||
Other Pension Plans
We also sponsor defined contribution plans for certain hourly and salaried employees. Our contributions to these plans were
$
84
million
,
$
68
million
and
$
74
million
for the years ended December 31,
2017
,
2016
and
2015
.
Other Postretirement Benefits
Our other postretirement benefit plans provide various health care and life insurance benefits to eligible employees, who retire and satisfy certain age and service requirements, and their dependents. The plans are contributory and contain cost-sharing features such as caps, deductibles, coinsurance and spousal contributions. Employer contributions are limited by formulas in each plan. Retiree contributions for health care benefits are adjusted annually, and we reserve the right to change benefits covered under these plans. There were no plan assets for the postretirement benefit plans as our policy is to fund benefits and expenses for these plans as claims and premiums are incurred.
Obligations and Funded Status
Benefit obligation balances presented below reflect the accumulated postretirement benefit obligations (APBO) for our other postretirement benefit plans.
The changes in the benefit obligations, the funded status of the plans and the amounts recognized in our
Consolidated Balance Sheets
for our significant other postretirement benefit plans were as follows:
|
In millions
|
2017
|
2016
|
||||||
|
Change in benefit obligation
|
|
|
||||||
|
Benefit obligation at the beginning of the year
|
$
|
|
|
$
|
|
|
||
|
Interest cost
|
|
|
|
|
||||
|
Plan participants' contributions
|
|
|
|
|
||||
|
Actuarial (gain) loss
|
(
|
)
|
|
|
||||
|
Benefits paid directly by employer
|
(
|
)
|
(
|
)
|
||||
|
Benefit obligation at end of year
|
$
|
|
|
$
|
|
|
||
|
Funded status at end of year
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Amounts recognized in consolidated balance sheets
|
|
|
||||||
|
Accrued compensation, benefits and retirement costs - current liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Postretirement benefits other than pensions-long-term liabilities
|
(
|
)
|
(
|
)
|
||||
|
Net amount recognized
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Amounts recognized in accumulated other comprehensive loss:
|
|
|
||||||
|
Net actuarial loss
|
$
|
|
|
$
|
|
|
||
|
Prior service credit
|
(
|
)
|
(
|
)
|
||||
|
Net amount recognized
|
$
|
|
|
$
|
|
|
||
In addition to the other postretirement plans in the above table, we also maintain less significant postretirement plans in
four
other countries outside the U.S. that comprise approximately
6
percent
and
5
percent
of our postretirement obligations at December 31,
2017
and
2016
, respectively. These plans are reflected in "Other liabilities and deferred revenue" in our
Consolidated Balance Sheets
.
97
Components of Net Periodic Other Postretirement Benefits Cost
|
Years ended December 31,
|
||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Interest cost
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Recognized net actuarial loss
|
|
|
|
|
|
|
||||||
|
Net periodic other postretirement benefit cost
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Years ended December 31,
|
||||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Recognized net actuarial loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Incurred actuarial (gain) loss
|
(
|
)
|
|
|
|
|
||||||
|
Total recognized in other comprehensive income
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|||
|
Total recognized in net periodic other postretirement benefit cost and other comprehensive income
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|||
The amount in accumulated other comprehensive loss expected to be recognized as a component of net periodic other postretirement benefit cost during the next fiscal year is approximately
zero
.
Assumptions
|
2017
|
2016
|
|||||
|
Discount rate
|
|
%
|
|
%
|
||
|
2017
|
2016
|
2015
|
|||||||
|
Discount rate
|
|
%
|
|
%
|
|
%
|
|||
Our consolidated other postretirement benefit obligation is determined by application of the terms of health care and life insurance plans, together with relevant actuarial assumptions and health care cost trend rates. For measurement purposes, an
8.00
percent
annual rate of increase in the per capita cost of covered health care benefits was assumed in
2017
. The rate is assumed to decrease on a linear basis to
5.00
percent
through 2026 and remain at that level thereafter. An increase in the health care cost trends of 1 percent would increase our APBO by
$
16
million
at December 31,
2017
and the net periodic other postretirement benefit cost for
2018
by
$
1
million
. A decrease in the health care cost trends of 1 percent would decrease our APBO by
$
14
million
at December 31,
2017
and the net periodic other postretirement benefit cost for
2018
by
$
1
million
.
Estimated Benefit Payments
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 - 2027
|
||||||||||||||||||
|
Expected benefit payments
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||
98
|
|
December 31,
|
||||||
|
In millions
|
2017
|
2016
|
|||||
|
Deferred revenue
|
$
|
|
|
$
|
|
|
|
|
Accrued warranty
|
|
|
|
|
|||
|
Deferred income taxes
|
|
|
|
|
|||
|
Income tax payable
(1)
|
|
|
|
|
|||
|
Accrued compensation
|
|
|
|
|
|||
|
Other long-term liabilities
|
|
|
|
|
|||
|
Other liabilities and deferred revenue
|
$
|
|
|
$
|
|
|
|
____________________________________________________
(1)
Long-term income taxes payable are the result of Tax Legislation and relate to the non-current portion of
the one-time transition tax on accumulated foreign earnings. See Note
2
, "
INCOME TAXES
," to our
We are subject to numerous lawsuits and claims arising out of the ordinary course of our business, including actions related to product liability; personal injury; the use and performance of our products; warranty matters; product recalls; patent, trademark or other intellectual property infringement; contractual liability; the conduct of our business; tax reporting in foreign jurisdictions; distributor termination; workplace safety; and environmental matters. We also have been identified as a potentially responsible party at multiple waste disposal sites under U.S. federal and related state environmental statutes and regulations and may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. We have denied liability with respect to many of these lawsuits, claims and proceedings and are vigorously defending such lawsuits, claims and proceedings. We carry various forms of commercial, property and casualty, product liability and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against us with respect to these lawsuits, claims and proceedings. We do not believe that these lawsuits are material individually or in the aggregate. While we believe we have also established adequate accruals pursuant to GAAP for our expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably estimated based upon then presently available information, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on our business, results of operations, financial condition or cash flows.
We conduct significant business operations in Brazil that are subject to the Brazilian federal, state and local labor, social security, tax and customs laws. While we believe we comply with such laws, they are complex, subject to varying interpretations and we are often engaged in litigation regarding the application of these laws to particular circumstances.
Loss Contingencies
Third Party Aftertreatment
Engine systems sold in the U.S. must be certified to comply with the Environmental Protection Agency (EPA) and California Air Resources Board (CARB) emission standards. EPA and CARB regulations require that in-use testing be performed on vehicles by the emission certificate holder and reported to the EPA and CARB in order to ensure ongoing compliance with these emission standards. We are the holder of this emission certificate for our engines, including engines installed in certain vehicles with one customer for which we did not also manufacture or sell the emission aftertreatment system. During 2015, a quality issue in certain of these third party aftertreatment systems caused some of our inter-related engines to fail in-use emission testing. In the fourth quarter of 2015, the vehicle manufacturer made a request that we assist in the design and bear the financial cost of a field campaign (Campaign) to address the technical issue purportedly causing some vehicles to fail the in-use testing.
As the certificate holder, we recorded a charge of
$
60
million
in 2015 for the expected cost of the proposed voluntary Campaign.
The Campaign design was finalized with our original equipment manufacturer (OEM) customer, reviewed with the EPA and submitted for final approval in 2016.
We concluded based upon additional in-use emission testing performed in 2016 that the Campaign should be expanded to include a larger population of vehicles manufactured by this one OEM. We recorded additional charges of
$
138
million
in 2016 to reflect the estimated cost of our overall participation in the Campaign.
99
In late 2016, litigation arose with our OEM customer regarding cost allocation for this Campaign.
In January 2018, a settlement was reached with our customer to fully resolve this matter, which resulted in an incremental charge of
$
5
million
recorded in the fourth quarter of 2017.
These charges are reflected in a separate line item on our
Consolidated Statements of Income
.
Engine System
During 2017, the CARB and U.S. EPA selected certain of our pre-2013 model year engine systems for additional emissions testing. Some of these engine systems failed CARB and EPA's tests as a result of degradation of an aftertreatment component. We have not been issued an official notice from the CARB or EPA regarding these particular engine systems. We are working with the agencies and will meet with them beginning in the first quarter of 2018, to develop a resolution of these matters. We are developing and testing a variety of solutions to address the technical issues, which could include a combination of calibration changes, service practices and hardware changes.
We recorded a charge of
$
29
million
to "cost of sales" in our
Consolidated Statements of Income
in the third quarter of 2017 for the expected cost of field campaigns to repair some of these engine systems.
In addition, we continue to evaluate other engine systems for model years 2010 through 2015 that could potentially be subject to similar aftertreatment component degradation issues. At the close of 2017, we had not yet determined the impact to other model years or engine systems or the percentage of the engine system populations that could be affected.
Since there are many unresolved variables with respect to these degradation issues, we are not yet able to estimate the financial impact of these matters. It is possible that they could have a material impact on our results of operations in the periods in which these degradation issues are resolved and a solution is determined.
We do not currently expect any fines or penalties from the EPA or CARB related to this matter.
Guarantees and Commitments
Periodically, we enter into guarantee arrangements, including guarantees of non-U.S. distributor financings, residual value guarantees on equipment under operating leases and other miscellaneous guarantees of joint ventures or third-party obligations. At December 31, 2017, the maximum potential loss related to these guarantees
was
$
51
million
.
We have arrangements with certain suppliers that require us to purchase minimum volumes or be subject to monetary penalties. At December 31, 2017, if we were to stop purchasing from each of these suppliers, the aggregate amount of the penalty would be approximately
$
84
million
, of which
$
23
million
relates to a contract with a components supplier that extends to 2018 and
$
19
million
relates to a contract with a power systems supplier that extends to 2019. Most of these arrangements enable us to secure critical components. We do not currently anticipate paying any penalties under these contracts.
We enter into physical forward contracts with suppliers of platinum, palladium and copper to purchase minimum volumes of the commodities at contractually stated prices for various periods, not to exceed
two years
. At December 31, 2017, the total commitments under these contracts were
$
17
million
. These arrangements enable us to fix the prices of these commodities, which otherwise are subject to market volatility.
We have guarantees with certain customers that require us to satisfactorily honor contractual or regulatory obligations, or compensate for monetary losses related to nonperformance. These performance bonds and other performance-related guarantees were
$
102
million
at December 31,
2017
.
Periodically, we enter into various contractual arrangements where we agree to indemnify a third-party against certain types of losses. Common types of indemnities include:
|
•
|
product liability and license, patent or trademark indemnifications;
|
|
•
|
asset sale agreements where we agree to indemnify the purchaser against future environmental exposures related to the asset sold; and
|
|
•
|
any contractual agreement where we agree to indemnify the counterparty for losses suffered as a result of a misrepresentation in the contract.
|
We regularly evaluate the probability of having to incur costs associated with these indemnities and accrue for expected losses that are probable. Because the indemnifications are not related to specified known liabilities and due to their uncertain nature, we are unable to estimate the maximum amount of the potential loss associated with these indemnifications.
100
Leases
We lease certain manufacturing equipment, facilities, warehouses, office space and equipment, aircraft and automobiles for varying periods under lease agreements. Most of the leases are non-cancelable operating leases with fixed rental payments, expire over the next
10
years
and contain renewal provisions.
Rent expense under these leases was as follows:
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Rent expense
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
|
December 31,
|
|||||||
|
In millions
|
2017
|
2016
|
||||||
|
Building
|
$
|
|
|
$
|
|
|
||
|
Equipment
|
|
|
|
|
||||
|
Land
|
|
|
|
|
||||
|
Less: Accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
|
Total
|
$
|
|
|
$
|
|
|
||
|
In millions
|
Capital Leases
|
Operating Leases
|
||||||
|
2018
|
$
|
|
|
$
|
|
|
||
|
2019
|
|
|
|
|
||||
|
2020
|
|
|
|
|
||||
|
2021
|
|
|
|
|
||||
|
2022
|
|
|
|
|
||||
|
After 2022
|
|
|
|
|
||||
|
Total minimum lease payments
|
$
|
|
|
$
|
|
|
||
|
Interest
|
(
|
)
|
|
|
||||
|
Present value of net minimum lease payments
|
$
|
|
|
|
|
|||
Preferred and Preference Stock
We are authorized to issue
one million
shares each of zero par value preferred and preference stock with preferred shares being senior to preference shares. We can determine the number of shares of each series, and the rights, preferences and limitations of each series. At December 31,
2017
, there was no preferred or preference stock outstanding.
101
Common Stock
|
In millions
|
Common
Stock |
Treasury
Stock |
Common Stock
Held in Trust |
||||||
|
Balance at December 31, 2014
|
|
|
|
|
|
|
|||
|
Shares acquired
|
—
|
|
|
|
—
|
|
|||
|
Shares issued
|
|
|
(
|
)
|
(
|
)
|
|||
|
Balance at December 31, 2015
|
|
|
|
|
|
|
|||
|
Shares acquired
|
—
|
|
|
|
—
|
|
|||
|
Shares issued
|
|
|
(
|
)
|
(
|
)
|
|||
|
Balance at December 31, 2016
|
|
|
|
|
|
|
|||
|
Shares acquired
|
—
|
|
|
|
—
|
|
|||
|
Shares issued
|
|
|
(
|
)
|
(
|
)
|
|||
|
Balance at December 31, 2017
|
|
|
|
|
|
|
|||
Treasury Stock
Shares of common stock repurchased by us are recorded at cost as treasury stock and result in a reduction of shareholders' equity in our
Consolidated Balance Sheets
. Treasury shares may be reissued as part of our stock-based compensation programs. When shares are reissued, we use the weighted-average cost method for determining cost. The gains between the cost of the shares and the issuance price are added to additional paid-in-capital. The losses are deducted from additional paid-in capital to the extent of the gains. Thereafter, the losses are deducted from retained earnings. Treasury stock activity for the three-year period ended December 31,
2017
, consisting of shares issued and repurchased is presented in our
Consolidated Statements of Changes in Equity
.
In December 2016, our Board of Directors authorized the acquisition of up to
$
1
billion
of additional common stock upon completion of the 2015 repurchase plan.
In
2017
, we made the following purchases under the 2015 purchase programs:
|
In millions (except per share amounts)
For each quarter ended
|
2017 Shares Purchased
|
Average Cost
Per Share
|
Total Cost of
Repurchases
|
Remaining
Authorized
Capacity
(1)
|
|||||||||||
|
April 2
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
|
July 2
|
|
|
|
|
|
|
|
|
|||||||
|
October 1
|
|
|
|
|
|
|
|
|
|||||||
|
December 31
|
|
|
|
|
|
|
|
|
|||||||
|
Total
|
|
|
$
|
|
|
$
|
|
|
|
|
|||||
___________________________________________
In 2016, we entered into an accelerated share repurchase agreement with a third party financial institution to repurchase
$
500
million
of our common stock under our previously announced share repurchase plans and received
4.7
million
shares at an average purchase price of
$
105.50
per share.
We repurchased
$
451
million
,
$
778
million
and
$900 million
of our common stock in the years ended December 31,
2017
,
2016
and
2015
respectively.
Quarterly Dividends
Total dividends paid to common shareholders in
2017
,
2016
and
2015
were
$
701
million
,
$
676
million
and
$
622
million
, respectively. Declaration and payment of dividends in the future depends upon our income and liquidity position, among other factors, and is subject to declaration by our Board of Directors, who meet quarterly to consider our dividend payment. We expect to fund dividend payments with cash from operations.
102
In July
2017
, the Board of Directors authorized an increase to our quarterly dividend of
5.4
percent
from
$
1.025
per share to
$
1.08
. In July
2016
, the Board of Directors authorized a
5.1
percent
increase to our quarterly cash dividend on our common stock from
$
0.975
per share to
$
1.025
per share. In July
2015
, the Board of Directors approved a
25
percent
increase to our quarterly dividend on our common stock from
$
0.780
per share to
$
0.975
per share.
Cash dividends per share paid to common shareholders for the last three years were as follows:
|
|
Quarterly Dividends
|
|||||||||||
|
|
2017
|
2016
|
2015
|
|||||||||
|
First quarter
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Second quarter
|
|
|
|
|
|
|
||||||
|
Third quarter
|
|
|
|
|
|
|
||||||
|
Fourth quarter
|
|
|
|
|
|
|
||||||
|
Total
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Employee Benefits Trust
103
|
In millions
|
Change in
pensions and
other
postretirement
defined benefit
plans
|
Foreign
currency
translation
adjustment
|
Unrealized gain
(loss) on
marketable
securities
|
Unrealized gain
(loss) on
derivatives
|
Total
attributable to
Cummins Inc.
|
Noncontrolling
interests
|
Total
|
|||||||||||||||||||||
|
Balance at December 31, 2014
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|
|
|
|||||||||
|
Other comprehensive income before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Before tax amount
|
(
|
)
|
(
|
)
|
—
|
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||
|
Tax (expense) benefit
|
|
|
|
|
—
|
|
(
|
)
|
|
|
—
|
|
|
|
||||||||||||||
|
After tax amount
|
(
|
)
|
(
|
)
|
—
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||
|
Amounts reclassified from accumulated other comprehensive income
(1)(2)
|
|
|
—
|
|
(
|
)
|
(
|
)
|
|
|
—
|
|
|
|
||||||||||||||
|
Net current period other comprehensive income (loss)
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||
|
Balance at December 31, 2015
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
|
|
|
|
|||||||||
|
Other comprehensive income before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Before tax amount
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||
|
Tax benefit (expense)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
After tax amount
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||
|
Amounts reclassified from accumulated other comprehensive income
(1)(2)
|
|
|
—
|
|
—
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Net current period other comprehensive income (loss)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||
|
Balance at December 31, 2016
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|
|
|
|||||||||
|
Other comprehensive income before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Before tax amount
|
|
|
|
|
|
|
(
|
)
|
|
|
$
|
|
|
$
|
|
|
||||||||||||
|
Tax benefit (expense)
|
(
|
)
|
(
|
)
|
|
|
|
|
(
|
)
|
—
|
|
(
|
)
|
||||||||||||||
|
After tax amount
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||||||
|
Amounts reclassified from accumulated other comprehensive income
(1)(2)
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Impact of tax legislation (Note 2)
|
(
|
)
|
(3)
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
(
|
)
|
|||||||||||||
|
Net current period other comprehensive income (loss)
|
(
|
)
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
||||||||||||
|
Balance at December 31, 2017
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|
|
|
|||||||||
_______________________________________________________________________
(1)
Amounts are net of tax.
(2)
Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.
104
In May of 2017 the Board of Directors approved an amendment to the shareholder approved stock incentive plan (the Plan) to increase the number of available shares. The revised Plan allows for the granting of up to
8.5
million
total shares of equity awards to executives, employees and non-employee directors. Awards available for grant under the Plan include, but are not limited to, stock options, stock appreciation rights, performance shares and other stock awards. Shares issued under the Plan may be newly issued shares or reissued treasury shares.
Stock options are generally granted with a strike price equal to the fair market value of the stock on the date of grant and a life of
10
years. Stock options granted have a three-year vesting period. The strike price may be higher than the fair value of the stock on the date of the grant, but cannot be lower. Compensation expense is recorded on a straight-line basis over the vesting period beginning on the grant date. The compensation expense is based on the fair value of each option grant using the Black-Scholes option pricing model. Options granted to employees eligible for retirement under our retirement plan are fully expensed at the grant date.
Stock options are also awarded through the Key Employee Stock Investment Plan (KESIP) which allows certain employees, other than officers, to purchase shares of common stock on an installment basis up to an established credit limit. For every even block of
100
KESIP shares purchased by the employee
50
stock options are granted. The options granted through the KESIP program are considered awards under the Plan and are vested immediately. Compensation expense for stock options granted through the KESIP program is recorded based on the fair value of each option grant using the Black-Scholes option pricing model.
Performance shares are granted as target awards and are earned based on our return on equity (ROE) performance. A payout factor has been established ranging from
0
to
200
percent
of the target award based on our actual ROE performance. Shares have a three-year performance period. The fair value of the award is equal to the average market price, adjusted for the present value of dividends over the vesting period, of our stock on the grant date. Compensation expense is recorded ratably over the period beginning on the grant date until the shares become unrestricted and is based on the amount of the award that is expected to be earned under the plan formula, adjusted each reporting period based on current information.
Restricted common stock is awarded from time to time at no cost to certain employees. Participants are entitled to cash dividends and voting rights. Restrictions limit the sale or transfer of the shares during a defined period. Generally,
one-third
of the shares become vested and free from restrictions after
two years
and
one-third
of the shares issued become vested and free from restrictions each year thereafter on the anniversary of the grant date, provided the participant remains an employee. The fair value of the award is equal to the average market price of our stock on the grant date. Compensation expense is determined at the grant date and is recognized over the restriction period on a straight-line basis.
Employee compensation expense (net of estimated forfeitures) related to our share-based plans for the years ended December 31, 2017, 2016 and 2015, was approximately
$
39
million
,
$
31
million
and
$
22
million
, respectively. In addition, non-employee director share-based compensation expense for the years ended December 31,
2017
,
2016
and
2015
, was approximately
$
2
million
,
$
1
million
and
$
2
million
, respectively. Shares granted to non-employee directors vest immediately and have no restrictions or performance conditions. The excess tax benefit associated with our employee share-based plans for the years ended December 31,
2017
,
2016
and
2015
, was
$
2
million
,
$
1
million
and
$
1
million
, respectively. The total unrecognized compensation expense (net of estimated forfeitures) related to nonvested awards for our employee share-based plans was approximately
$
41
million
at December 31,
2017
, and is expected to be recognized over a weighted-average period of less than
two years
.
105
|
Options
|
Weighted-average
Exercise Price
|
Weighted-average
Remaining
Contractual Life
(in years)
|
Aggregate
Intrinsic Value
(in millions)
|
||||||||||
|
Balance at December 31, 2014
|
|
|
$
|
|
|
|
|
|
|||||
|
Granted
|
|
|
|
|
|
|
|
||||||
|
Exercised
|
(
|
)
|
|
|
|
|
|
||||||
|
Forfeited
|
(
|
)
|
|
|
|
|
|
||||||
|
Balance at December 31, 2015
|
|
|
|
|
|
|
|
||||||
|
Granted
|
|
|
|
|
|
|
|
||||||
|
Exercised
|
(
|
)
|
|
|
|
|
|
||||||
|
Forfeited
|
(
|
)
|
|
|
|
|
|
||||||
|
Balance at December 31, 2016
|
|
|
|
|
|
|
|
||||||
|
Granted
|
|
|
|
|
|
|
|
||||||
|
Exercised
|
(
|
)
|
|
|
|
|
|
||||||
|
Forfeited
|
(
|
)
|
|
|
|
|
|
||||||
|
Balance at December 31, 2017
|
|
|
$
|
|
|
|
$
|
|
|
||||
|
Exercisable, December 31, 2015
|
|
|
$
|
|
|
|
$
|
|
|
||||
|
Exercisable, December 31, 2016
|
|
|
$
|
|
|
|
$
|
|
|
||||
|
Exercisable, December 31, 2017
|
|
|
$
|
|
|
|
$
|
|
|
||||
The weighted-average grant date fair value of options granted during the years ended December 31,
2017
,
2016
and
2015
, was
$
36.86
,
$
25.28
and
$
35.25
, respectively. The total intrinsic value of options exercised during the years ended December 31,
2017
,
2016
and
2015
, was approximately
$
19
million
,
$
9
million
and
$
3
million
, respectively.
|
|
Performance Shares
|
Restricted Shares
|
||||||||||||
|
Nonvested
|
Shares
|
Weighted-average
Fair Value |
Shares
|
Weighted-average
Fair Value |
||||||||||
|
Balance at December 31, 2014
|
|
|
$
|
|
|
|
|
$
|
|
|
||||
|
Granted
|
|
|
|
|
|
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|
(
|
)
|
|
|
||||||
|
Forfeited
|
(
|
)
|
|
|
|
|
|
|
||||||
|
Balance at December 31, 2015
|
|
|
|
|
|
|
|
|
||||||
|
Granted
|
|
|
|
|
|
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|
(
|
)
|
|
|
||||||
|
Forfeited
|
(
|
)
|
|
|
|
|
|
|
||||||
|
Balance at December 31, 2016
|
|
|
|
|
|
|
|
|
||||||
|
Granted
|
|
|
|
|
|
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|
(
|
)
|
|
|
||||||
|
Forfeited
|
(
|
)
|
|
|
|
|
|
|
||||||
|
Balance at December 31, 2017
|
|
|
$
|
|
|
|
|
$
|
|
|
||||
The total vesting date fair value of performance shares vested during the years ended December 31,
2017
,
2016
and
2015
was
$
13
million
,
$
12
million
and
$
11
million
, respectively. The total fair value of restricted shares vested was less than
$
1
million
,
$
1
million
and
$
1
million
for the years ended December 31,
2017
,
2016
and
2015
, respectively.
106
|
|
2017
|
2016
|
2015
|
||||||
|
Expected life (years)
|
|
|
|
|
|
|
|||
|
Risk-free interest rate
|
|
%
|
|
%
|
|
%
|
|||
|
Expected volatility
|
|
%
|
|
%
|
|
%
|
|||
|
Dividend yield
|
|
%
|
|
%
|
|
%
|
|||
Expected life
—The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding based upon our historical data.
Risk-free interest rate
—The risk-free interest rate assumption is based upon the observed U.S. treasury security rate appropriate for the expected life of our employee stock options.
Expected volatility
—The expected volatility assumption is based upon the weighted-average historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant, adjusted for activity which is not expected to occur in the future.
Net (loss) income attributable to noncontrolling interests included a
$
43
million
increase to income related to withholding taxes on foreign earnings as a result of tax legislation.
|
|
December 31,
|
|||||||
|
In millions
|
2017
|
2016
|
||||||
|
Eaton Cummins Automated Transmission Technologies
(1)
|
$
|
|
|
$
|
|
|
||
|
Cummins India Ltd.
|
|
|
(2)
|
|
|
|||
|
Other
|
|
|
|
|
||||
|
Total
|
$
|
|
|
$
|
|
|
||
____________________________________________________
(1)
See Note
18
, "
ACQUISITIONS
," for additional information.
107
We calculate basic earnings per share (EPS) of common stock by dividing net income attributable to Cummins Inc. by the weighted-average number of common shares outstanding for the period. The calculation of diluted EPS assumes the issuance of common stock for all potentially dilutive share equivalents outstanding. We exclude shares of common stock held in the Employee Benefits Trust (EBT) (see Note
13
, "
SHAREHOLDERS' EQUITY
") from the calculation of the weighted-average common shares outstanding until those shares are distributed from the EBT to the Retirement Savings Plan.
Following are the computations for basic and diluted earnings per share:
|
|
Years ended December 31,
|
|||||||||||
|
Dollars in millions, except per share amounts
|
2017
|
2016
|
2015
|
|||||||||
|
Net income attributable to Cummins Inc.
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Weighted-average common shares outstanding
|
|
|
|
|||||||||
|
Basic
|
|
|
|
|
|
|
||||||
|
Dilutive effect of stock compensation awards
|
|
|
|
|
|
|
||||||
|
Diluted
|
|
|
|
|
|
|
||||||
|
Earnings per common share attributable to Cummins Inc.
|
|
|
|
|||||||||
|
Basic
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Diluted
|
|
|
|
|
|
|
||||||
The weighted-average diluted common shares outstanding excludes the anti-dilutive effect of certain stock options since such options had an exercise price in excess of the monthly average market value of our common stock.
The options excluded from diluted earnings per share were as follows:
|
Years ended December 31,
|
|||||||||
|
2017
|
2016
|
2015
|
|||||||
|
Options excluded
|
|
|
|
|
|
|
|||
108
NOTE 18. ACQUISITIONS
|
Entity Acquired (Dollars in millions)
|
Date of Acquisition
|
Additional Percent Interest Acquired
|
Payments to Former Owners
|
Acquisition Related Debt Retirements
|
Total Purchase Consideration
|
Type of Acquisition
(1)
|
Gain Recognized
(1)
|
Goodwill Acquired
|
Intangibles Recognized
(2)
|
Net Sales Previous Fiscal Year Ended
|
||||||||||||||||||||||||||
|
2017
|
||||||||||||||||||||||||||||||||||||
|
Brammo Inc.
|
11/01/17
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(3)
|
COMB
|
$
|
|
|
$
|
|
|
|
$
|
|
|
$
|
|
|
||||||||||
|
Eaton Cummins Automated Transmission Technologies
|
07/31/17
|
|
|
|
(4)
|
|
|
|
|
COMB
|
|
|
|
|
|
|
|
|
(4)
|
|||||||||||||||||
|
2016
|
||||||||||||||||||||||||||||||||||||
|
Wuxi Cummins Turbo Technologies Co. Ltd
|
12/05/16
|
|
$
|
|
|
$
|
|
|
$
|
|
|
EQUITY
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||||||||||
|
Cummins Pacific LLC
|
10/04/16
|
|
|
|
|
|
|
|
COMB
|
|
|
|
|
|
|
|
|
(5
|
)
|
|||||||||||||||||
|
Cummins Northeast LLC
|
01/01/16
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
2015
|
||||||||||||||||||||||||||||||||||||
|
Cummins Crosspoint LLC
|
08/03/15
|
|
$
|
|
|
$
|
|
|
$
|
|
|
COMB
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(5
|
)
|
||||||||||
|
Cummins Atlantic LLC
|
08/03/15
|
|
|
|
|
|
|
|
COMB
|
|
|
|
|
|
|
|
|
(5
|
)
|
|||||||||||||||||
|
Cummins Central Power LLC
|
06/29/15
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
____________________________________________________
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
(4)
This transaction created a newly formed joint venture that we consolidated. See additional information below.
|
(5)
|
|
109
In April 2017, we entered into an agreement to form a joint venture with Eaton Corporation PLC (Eaton), which closed on July 31, 2017 (the acquisition date). We purchased a
50
percent
interest in the new venture named Eaton Cummins Automated Transmission Technologies (ECJV) for
$
600
million
in cash. In addition, each partner contributed
$
20
million
for working capital. The joint venture will design, assemble, sell and support medium-duty and heavy-duty automated transmissions for the commercial vehicle market, including new product launches.
The new generation products (Procision and Endurant) were launched in 2016 and 2017, respectively, and are owned by the joint venture. Eaton will continue to manufacture and sell the old generation products to the joint venture which will be marked up and sold to end customers. Eaton will also sell certain transmission components to the joint venture at prices approximating market rates. In addition, Eaton will provide certain manufacturing and administrative services to the joint venture, including but not limited to manufacturing labor in Mexico, information technology services, accounting services and purchasing services, at prices approximating market rates. Pro forma financial information was not provided as historical activity related to the products contributed to the joint venture was not material.
We consolidated the results of the joint venture in our Components segment as we have a majority voting interest in the venture by virtue of a tie-breaking vote on the joint venture's board of directors.
The joint venture had an enterprise value at inception of
$
1.2
billion
. Due to the structure of the joint venture and equal sharing of economic benefits, we did not apply a discount for lack of control to the noncontrolling interests.
The final purchase price allocation was as follows:
|
In millions
|
|||
|
Inventory
|
$
|
|
|
|
Fixed assets
|
|
|
|
|
Intangible assets
|
|||
|
Customer relationships
|
|
|
|
|
Technology
|
|
|
|
|
Goodwill
|
|
|
|
|
Liabilities
|
(
|
)
|
|
|
Total business valuation
|
|
|
|
|
Less: Noncontrolling interest
|
|
|
|
|
Total purchase consideration
|
$
|
|
|
Customer relationship
assets represent the value of the long-term strategic relationship the business has with its significant customers, which we are amortizing over
25
years. The assets were valued using an income approach, specifically the "multi-period excess earnings" method, which identifies an estimated stream of revenues and expenses for a particular group of assets from which deductions of portions of the projected economic benefits, attributable to assets other than the subject asset (contributory assets), are deducted in order to isolate the prospective earnings of the subject asset. This value is considered a level 3 measurement under the GAAP fair value hierarchy. Key assumptions used in the valuation of customer relationships include: (1) a rate of return of
10
percent
and (2) an attrition rate of
3
percent
.
Technology
assets primarily represent the associated patents and know how related to the Endurant and Procision next generation automated transmissions, which we are amortizing over
15
years. These assets were valued using the "relief-from-royalty" method, which is a combination of both the income approach and market approach that values a subject asset based on an estimate of the "relief" from the royalty expense that would be incurred if the subject asset were licensed from a third party. Key assumptions impacting this value include: (1) a market royalty rate of
5
percent
, (2) a rate of return of
10
percent
and (3) an economic depreciation rate of
7.5
percent
. This value is considered a level 3 measurement under the GAAP fair value hierarchy. Annual amortization of the intangible assets for the next
5
years is expected to approximate
$
28
million
.
Goodwill
was determined based on the residual difference between the fair value of consideration transferred and the value assigned to tangible and intangible assets and liabilities. Approximately
$
31
million
of the goodwill is deductible for tax purposes. Among the factors contributing to a purchase price resulting in the recognition of goodwill is the ability to integrate and optimize the engine and transmission development to deliver the world’s best power train, to realize synergies in service and aftermarket growth and to utilize our strength in international markets where automated transmission adoption rates are very low.
110
NOTE 19. IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS
We began development of a new North American light-duty diesel engine (LDD) platform in July of 2006 for use in a variety of on and off-highway applications. At December 31, 2015, we had capitalized investments of approximately
$
279
million
, with a net book value prior to the impairment of
$
246
million
(
$
235
million
of which was in our Engine segment and
$
11
million
of which was in our Components segment). Market uncertainty due to the global recession in 2008/2009 resulted in some customers delaying or canceling their vehicle programs, while others remained active. We announced an agreement with Nissan Motor Co. Ltd. in 2013 to supply our light-duty diesel engine and began commercial shipment in 2015. In the fourth quarter of 2015, we learned that we were not successful in our bid to supply this product for an additional customer. In addition, the deterioration in global economic conditions and excess manufacturing capacity in other markets made it unlikely that we would manufacture additional products on the LDD line to utilize its excess capacity during the asset recovery period. As a result, we concluded that the combination of these events presented a triggering event requiring an assessment of the recoverability of these assets in the fourth quarter of 2015. The assessment indicated that the projected undiscounted cash flows related to this asset group were not sufficient to recover its carrying value. Consequently, we were required to write down the LDD asset group to fair value. Our 2015 fourth quarter results included an impairment charge of
$
211
million
(
$
133
million
after-tax), of which
$
202
million
was in the Engine segment and
$
9
million
was in the Components segment, to reflect the assets at fair value.
We remain committed to servicing existing contracts and are not exiting this product line.
We executed restructuring actions primarily in the form of professional voluntary and involuntary employee separation programs in the fourth quarter of 2015. These actions were in response to the continued deterioration in our global markets in the second half of 2015, as well as expected reductions in orders in most U.S. and global markets in 2016. We reduced our worldwide workforce by approximately
1,900
employees
, including approximately
370
employees accepting voluntary retirement packages with the remainder of the reductions being involuntary.
We incurred a charge of
$
90
million
(
$
61
million
after-tax) in the fourth quarter of 2015, of which
$
86
million
related to severance costs for both voluntary and involuntary terminations and
$
4
million
for asset impairments and other charges.
111
Operating segments under GAAP are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is the President and Chief Operating Officer.
Our reportable operating segments consist of Engine, Distribution, Components and Power Systems. This reporting structure is organized according to the products and markets each segment serves
. The Engine segment produces engines (15 liters and less in size) and associated parts for sale to customers in on-highway and various off-highway markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, agriculture, power generation systems and other off-highway applications. The Distribution segment includes wholly-owned and partially-owned distributorships engaged in wholesaling engines, generator sets and service parts, as well as performing service and repair activities on our products and maintaining relationships with various OEMs throughout the world. The Components segment sells filtration products, aftertreatment systems, turbochargers, fuel systems and transmissions. The Power Systems segment is an integrated power provider, which designs, manufactures and sells engines (16 liters and larger) for industrial applications (including mining, oil and gas, marine and rail), standby and prime power generator sets, alternators and other power components.
We use EBIT (defined as earnings before interest expense, income taxes and noncontrolling interests) as a primary basis for the CODM to evaluate the performance of each of our operating segments. Segment amounts exclude certain expenses not specifically identifiable to segments.
The accounting policies of our operating segments are the same as those applied in our
Consolidated Financial Statements
.
We prepared the financial results of our operating segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions. We allocate certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance with GAAP. These include certain costs and expenses of shared services, such as information technology, human resources, legal, finance and supply chain management. We do not allocate debt-related items, actuarial gains or losses, prior service costs or credits, changes in cash surrender value of corporate owned life insurance or income taxes to individual segments.
EBIT may not be consistent with measures used by other companies.
112
|
In millions
|
Engine
|
Distribution
|
Components
(1)
|
Power Systems
|
Total Segment
|
Intersegment Eliminations
(2)
|
Total
|
|||||||||||||||||||||
|
2017
|
|
|
|
|
|
|||||||||||||||||||||||
|
External sales
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
—
|
|
$
|
|
|
|||||||
|
Intersegment sales
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
—
|
|
||||||||||||||
|
Total sales
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Depreciation and amortization
(3)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Research, development and engineering expenses
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Equity, royalty and interest income from investees
(4)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Loss contingency charge
(5)
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Segment EBIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net assets
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Investments and advances to equity investees
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
2016
|
|
|
|
|
|
|||||||||||||||||||||||
|
External sales
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
—
|
|
$
|
|
|
|||||||
|
Intersegment sales
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
—
|
|
||||||||||||||
|
Total sales
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Depreciation and amortization
(3)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Research, development and engineering expenses
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Equity, royalty and interest income from investees
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Loss contingency charge
(5)
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Segment EBIT
|
|
|
|
|
(6)
|
|
|
|
|
(7)
|
|
|
|
|
|
|
||||||||||||
|
Net assets
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Investments and advances to equity investees
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
2015
|
||||||||||||||||||||||||||||
|
External sales
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
$
|
|
|
$
|
—
|
|
$
|
|
|
||||||
|
Intersegment sales
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
—
|
|
|||||||||||||
|
Total sales
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Depreciation and amortization
(3)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||
|
Research, development and engineering expenses
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||
|
Equity, royalty and interest income from investees
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||||
|
Loss contingency charge
(5)
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Impairment of light-duty diesel assets
(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Restructuring actions and other charges
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Segment EBIT
|
|
|
|
|
(6)
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||
|
Net assets
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Investments and advances to equity investees
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||||
____________________________________________________
|
(1)
|
I
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
|
(6)
|
|
|
(7)
|
|
|
(8)
|
|
|
(9)
|
|
113
|
|
Years ended December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Total EBIT
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Less: Interest expense
|
|
|
|
|
|
|
||||||
|
Income before income taxes
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
|
December 31,
|
|||||||||||
|
In millions
|
2017
|
2016
|
2015
|
|||||||||
|
Net assets for operating segments
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
Brammo Inc. assets
|
|
|
(1)
|
|
|
|
|
|||||
|
Liabilities deducted in arriving at net assets
|
|
|
|
|
|
|
||||||
|
Pension and other postretirement benefit adjustments excluded from net assets
|
|
|
(
|
)
|
(
|
)
|
||||||
|
Deferred tax assets not allocated to segments
|
|
|
|
|
|
|
||||||
|
Deferred debt costs not allocated to segments
|
|
|
|
|
|
|
||||||
|
Total assets
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
____________________________________________________
|
(1)
|
|
|
In millions
|
Years ended December 31,
|
|||||||||||
|
Net Sales
|
2017
|
2016
|
2015
|
|||||||||
|
United States
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
China
|
|
|
|
|
|
|
||||||
|
Other International
|
|
|
|
|
|
|
||||||
|
Total net sales
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
In millions
|
December 31,
|
|||||||||||
|
Long-lived assets
|
2017
|
2016
|
2015
|
|||||||||
|
United States
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
|
China
|
|
|
|
|
|
|
||||||
|
India
|
|
|
|
|
|
|
||||||
|
United Kingdom
|
|
|
|
|
|
|
||||||
|
Netherlands
|
|
|
|
|
|
|
||||||
|
Brazil
|
|
|
|
|
|
|
||||||
|
Mexico
|
|
|
|
|
|
|
||||||
|
Canada
|
|
|
|
|
|
|
||||||
|
Other international countries
|
|
|
|
|
|
|
||||||
|
Total long-lived assets
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
114
UNAUDITED
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||||
|
In millions, except per share amounts
|
2017
|
||||||||||||||||
|
Net sales
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Gross margin
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income attributable to Cummins Inc.
|
|
|
|
|
|
|
(
|
)
|
(1)
|
||||||||
|
Earnings per common share attributable to Cummins Inc.—basic
(2)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
(1)
|
||||
|
Earnings per common share attributable to Cummins Inc.—diluted
(2)
|
|
|
|
|
|
|
(
|
)
|
(1)
|
||||||||
|
Cash dividends per share
|
|
|
|
|
|
|
|
|
|||||||||
|
Stock price per share
|
|
|
|
|
|
|
|
|
|||||||||
|
High
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Low
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2016
|
||||||||||||||||
|
Net sales
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Gross margin
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income attributable to Cummins Inc.
|
|
|
|
|
(3)
|
|
|
(3)
|
|
|
|||||||
|
Earnings per common share attributable to Cummins Inc.—basic
(2)
|
$
|
|
|
$
|
|
|
(3)
|
$
|
|
|
(3)
|
$
|
|
|
|||
|
Earnings per common share attributable to Cummins Inc.—diluted
(2)
|
|
|
|
|
(3)
|
|
|
(3)
|
|
|
|||||||
|
Cash dividends per share
|
|
|
|
|
|
|
|
|
|||||||||
|
Stock price per share
|
|
|
|
|
|||||||||||||
|
High
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||
|
Low
|
|
|
|
|
|
|
|
|
|||||||||
___________________________________________________
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
115
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31,
2017
, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
The information required by Item 9A relating to Management's Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm is incorporated herein by reference to the information set forth under the captions "Management's Report on Internal Control Over Financial Reporting" and "Report of Independent Registered Public Accounting Firm," respectively, under Item 8.
ITEM 9B. Other Information
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is incorporated by reference to the relevant information under the captions "Corporate Governance," "Election of Directors" and "Other Information—Section 16(a) Beneficial Ownership Reporting Compliance" in our
2018
Proxy Statement, which will be filed within 120 days after the end of
2017
. Information regarding our executive officers may be found in Part 1 of this annual report under the caption "Executive Officers of the Registrant." Except as otherwise specifically incorporated by reference, our Proxy Statement is not deemed to be filed as part of this annual report.
ITEM 11. Executive Compensation
The information required by Item 11 is incorporated by reference to the relevant information under the caption "Executive Compensation" in our
2018
Proxy Statement, which will be filed within 120 days after the end of
2017
.
116
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning our equity compensation plans at December 31,
2017
, was as follows:
|
Plan Category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(1)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(2)
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the first column)
|
|||||||
|
Equity compensation plans approved by security holders
|
3,320,697
|
|
$
|
123.49
|
|
8,510,444
|
|
|||
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
||||
|
Total
|
3,320,697
|
|
$
|
123.49
|
|
8,510,444
|
|
|||
________________________________________________
|
(1)
|
The number is comprised of
2,901,369
stock options,
411,239
performance shares and
8,089
restricted shares. See
NOTE 15
, "
STOCK INCENTIVE AND STOCK OPTION PLANS
," to the
Consolidated Financial Statements
for a description of how options and shares are awarded.
|
|
(2)
|
The weighted-average exercise price relates only to the
2,901,369
stock options. Performance and restricted shares do not have an exercise price and, therefore, are not included in this calculation.
|
The remaining information required by Item 12 is incorporated by reference to the relevant information under the caption "Stock Ownership of Directors, Management and Others" in our
2018
Proxy Statement, which will be filed within 120 days after the end of
2017
.
ITEM 13. Certain Relationships, Related Transactions and Director Independence
The information required by Item 13 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Other Information-Related Party Transactions" in our
2018
Proxy Statement, which will be filed within 120 days after the end of
2017
.
ITEM 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference to the relevant information under the caption "Selection of Independent Public Accountants" in our
2018
Proxy Statement, which will be filed within 120 days after the end of
2017
.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
|
(a)
|
The following
Consolidated Financial Statements
and schedules filed as part of this report can be found in Item 8 "Financial Statements and Supplementary Data":
|
|
•
|
Management's Report to Shareholders
|
|
•
|
Report of Independent Registered Public Accounting Firm
|
|
•
|
Consolidated Statements of Income
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Consolidated Statements of Comprehensive Income
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Consolidated Balance Sheets
at December 31,
2017
and
2016
|
|
•
|
Consolidated Statements of Cash Flows
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Consolidated Statements of Changes in Equity
for the years ended December 31,
2017
,
2016
and
2015
|
|
•
|
Notes to Consolidated Financial Statements
|
|
•
|
Selected Quarterly Financial Data (Unaudited)
|
117
|
(b)
|
The exhibits listed in the following Exhibit Index are filed as part of this Annual Report on Form 10-K.
|
CUMMINS INC.
EXHIBIT INDEX
|
Exhibit No.
|
Description of Exhibit
|
||
|
|
|||
|
|
|||
|
|
|||
118
|
|
|||
|
|
|||
|
101
|
.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
101
|
.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101
|
.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101
|
.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101
|
.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101
|
.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
_______________________________________________
# A management contract or compensatory plan or arrangement.
119
ITEM 16. Form 10-K Summary (optional)
Not Applicable.
120
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
CUMMINS INC.
|
||||||
|
By:
|
/s/ PATRICK J. WARD
|
|
By:
|
/s/ CHRISTOPHER C. CLULOW
|
||
|
Patrick J. Ward
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Christopher C. Clulow
Vice President—Corporate Controller
(Principal Accounting Officer)
|
||||
|
Date:
|
February 12, 2018
|
|||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signatures
|
|
Title
|
|
Date
|
|
/s/ N. THOMAS LINEBARGER
|
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer) |
February 12, 2018
|
||
|
N. Thomas Linebarger
|
|
|
||
|
/s/ PATRICK J. WARD
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 12, 2018
|
||
|
Patrick J. Ward
|
|
|
||
|
/s/ CHRISTOPHER C. CLULOW
|
Vice President—Corporate Controller
(Principal Accounting Officer)
|
February 12, 2018
|
||
|
Christopher C. Clulow
|
|
|
||
|
*
|
February 12, 2018
|
|||
|
Robert J. Bernhard
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Franklin R. ChangDiaz
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Bruno V. Di Leo Allen
|
Director
|
|||
|
*
|
February 12, 2018
|
|||
|
Stephen B. Dobbs
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Richard J. Freeland
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Robert K. Herdman
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Alexis M. Herman
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Thomas J. Lynch
|
Director
|
|||
|
*
|
February 12, 2018
|
|||
|
William I. Miller
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Georgia R. Nelson
|
|
Director
|
|
|
|
*
|
February 12, 2018
|
|||
|
Karen H. Quintos
|
|
Director
|
|
|
|
*By:
|
/s/ PATRICK J. WARD
|
|
Patrick J. Ward
Attorney-in-fact
|
|
121
TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial DataprintItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Summary Of Significant Accounting PoliciesprintNote 2 Income TaxesprintNote 3 Investments in Equity InvesteesprintNote 4 Marketable SecuritiesprintNote 5 InventoriesprintNote 6 Property, Plant and EquipmentprintNote 7 Goodwill and Other Intangible AssetsprintNote 8 Product Warranty LiabilityprintNote 9 DebtprintNote 10 Pension and Other Postretirement BenefitsprintNote 11 Other Liabilities and Deferred RevenueprintNote 12 Commitments and ContingenciesprintNote 13 Shareholders' EquityprintNote 14 Accumulated Other Comprehensive LossprintNote 15 Stock Incentive and Stock Option PlansprintNote 16 Noncontrolling InterestsprintNote 17 Earnings Per ShareprintNote 18 AcquisitionsprintNote 19 Impairment Of Light-duty Diesel AssetsprintNote 20 Restructuring Actions and Other ChargesprintNote 21 Operating SegmentsprintNote 1. Summary Of Significant Accounting PoliciesprintNote 2. Income TaxesprintNote 3. Investments in Equity InvesteesprintNote 4. Marketable SecuritiesprintNote 5. InventoriesprintNote 6. Property, Plant and EquipmentprintNote 7. Goodwill and Other Intangible AssetsprintNote 8. Product Warranty LiabilityprintNote 9. DebtprintNote 10. Pension and Other Postretirement BenefitsprintNote 11. Other Liabilities and Deferred RevenueprintNote 12. Commitments and ContingenciesprintNote 13. Shareholders' EquityprintNote 14. Accumulated Other Comprehensive LossprintNote 15. Stock Incentive and Stock Option PlansprintNote 16 . Noncontrolling InterestsprintNote 17. Earnings Per ShareprintNote 18. AcquisitionsprintNote 19. Impairment Of Light-duty Diesel AssetsprintNote 20. Restructuring Actions and Other ChargesprintNote 21. Operating SegmentsprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships, Related Transactions and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summary (optional)print