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, 20132016
Commission File Number 1-4949
CUMMINS INC.
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Indiana (State of Incorporation) | | 35-0257090 (IRS Employer Identification No.) |
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 | | Name of each exchange on which registered |
| Common Stock, $2.50 par value | | New York Stock Exchange |
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. xo
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 | | Accelerated filer o | | Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company 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 $20.3$19.0 billion at June 30, 2013.July 3, 2016. This value includes all shares of the registrant's common stock, except for treasury shares.
As of January 31, 2014,February 3, 2017, there were 186,682,826 168,155,330shares outstanding of $2.50 par value common stock.
Documents Incorporated by Reference
Portions of the registrant's definitive Proxy Statement for its 20142017 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission on Schedule 14A within 120 days after the end of 2013,2016, will be incorporated by reference in Part III of this Form 10-K to the extent indicated therein upon such filing.
Website Access to Company's Reports
We maintain an internet website at www.cummins.com. Investors may obtain copies of our filings from this website free of charge as soon as reasonable practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. We are not including the information provided on the website as part of, or incorporating such information by reference into, this Annual Report on Form 10-K.
CUMMINS INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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:
a sustained slowdown or significant downturn in our markets;
changes in the engine outsourcing practices of significant customers;
a major customer experiencing financial distress;
lower than expected acceptance of new or existing products or services;
any significant problems in our new engine platforms;
a further slowdown in infrastructure development;
development and/or continuing depressed commodity prices;unpredictability in the adoption, implementation and enforcement of emission standards around the world;
foreign currency exchange rate changes;
the actions of, and income from, joint ventures and other investees that we do not directly control;
the integration of our previously partially-owned United States and Canadian distributors;
changes in the engine outsourcing practicesour plan to reposition our portfolio of significant customers;
a downturn in the North American truck industry or financial distressproduct offerings through exploring strategic acquisitions and divestitures and related uncertainties of a major truck customer;
a major customer experiencing financial distress;
any significant problems in our new engine platforms;
entering such transactions;supply shortages and supplier financial risk, particularly from any of our single-sourced suppliers;
variability in material and commodity costs;
competitor pricing activity;
increasing competition, including increased global competition among our customers in emerging markets;
exposure to potential security breaches or other disruptions to our information technology security threatssystems and sophisticated"cyber attacks;"data security;
political, economic and other risks from operations in numerous countries;
global legal and ethical compliance costs and risks;
aligning our capacity and production with our demand;
product liability claims;
the development of new technologies;
obtaining additional customers for our new light-duty diesel engine platform and avoiding any related write-down in our investments in such platform;
increasingly stringent environmental laws and regulations;
foreign currency exchange rate changes;
the price and availability of energy;
the performance of our pension plan assets;assets and volatility of discount rates;
changes in accounting standards;
future bans or limitations on the use of diesel-powered vehicles;
our sales mix of products;
protection and validity of our patent and other intellectual property rights;
technological implementation and cost/financial risks in our increasing use of large, multi-year contracts;
the cyclical nature of some of our markets;
the outcome of pending and future litigation and governmental proceedings;
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;
the consummation and integration of the planned acquisitions of our partially-owned United States and Canadian distributors; and
other risk factors described in Item IA1A under the caption "Risk Factors."
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.
PART I
ITEM 1. Business
OVERVIEW
Cummins Inc. wasWe were founded in 1919 as Cummins Engine Company, a corporation in Columbus, Indiana, asIndiana. We were one of the first diesel engine manufacturers. We changed our name to Cummins Inc. in 2001. 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 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 overapproximately 600 company-ownedwholly-owned and independent distributor locations and over 6,8007,400 dealer locations in more than 190 countries and territories.
OPERATING SEGMENTS
As previously announced, beginning with the second quarter of 2016, we realigned certain of our reportable segments to be consistent with changes to our organizational structure and how the Chief Operating Decision Maker (CODM) monitors the performance of our segments. We have four complementary operating segments: Engine, Components,reorganized our business to combine our Power Generation segment and Distribution. Theseour high-horsepower engine business to create the new Power Systems segment. Our reportable operating segments consist of Engine, Distribution, Components and Power Systems. We began to report results for our new reporting structure in the second quarter of 2016 and also reflected this change for historical periods. The formation of the Power Systems segment combined two businesses that were already strongly interdependent, which will allow us to streamline business and technical processes to accelerate innovation, grow market share and more efficiently manage our supply chain and manufacturing operations.
Our 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 22,21, "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:
| | | | | Years ended December 31, | | Years ended December 31, |
| | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
Percent of consolidated net sales(1) | | 47 | % | | 50 | % | | 52 | % | | 35 | % | | 36 | % | | 38 | % |
Percent of consolidated EBIT(1) | | 48 | % | | 54 | % | | 53 | % | | 35 | % | | 30 | % | | 40 | % |
(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, agricultural, construction, mining, marine, rail, oil and gas, raildefense and governmental equipmentagricultural markets. We offermanufacture a wide variety of engine products including:
Engines with a displacement range of 2.8 to 9115 liters and horsepower ranging from 4948 to 4,200;715 and
New parts and service, as well as remanufactured parts and engines, through our extensive distribution network andnetwork.
The newly developed light-duty diesel engine, which will be sold throughIn the recreational vehicle, pick-up, bus and certain medium-duty truck markets.
Oursecond quarter of 2016, in conjunction with the reorganization of our segments, our Engine segment is organized by engine displacement size and serves these end-user markets:reorganized its reporting structure as follows:
Heavy-duty truck -We manufacture diesel and natural gas engines that range from 310 to 600605 horsepower serving global heavy-duty truck customers worldwide.worldwide, primarily in North America, Latin America and Australia.
Medium-duty truck and bus -We manufacture medium-duty diesel and natural gas engines ranging from 200130 to 450 horsepower serving medium-duty truck and inter-city delivery truckbus customers worldwide, with key markets including North America, Latin America, China, Europe and Mexico.India. Applications include pickup and delivery trucks, vocational truck, school bus, transit bus and shuttle bus. We also provide diesel or natural gas engines for school buses, transit buses and shuttle buses worldwide, with key markets including North America, Europe, Latin America and Asia.
Light-duty automotive and RV - We manufacture 320 to 385 horsepower diesel engines for Chrysler Group, LLC's (Chrysler) heavy-duty chassis cab and pickup trucks and 200 to 600 horsepower diesel engines for Class A motor homes (RVs), primarily in North America.
IndustrialLight-duty automotive (Pickup and Light Commercial Vehicle (LCV)) -We provide mid-range, heavy-dutymanufacture 105 to 385 horsepower diesel engines, including engines for the pickup truck market for Chrysler and high-horsepowerNissan in North America, and LCV markets in Europe, Latin America and Asia.
Off-highway -We manufacture diesel engines that range from 4948 to 4,200715 horsepower for a wide variety of equipment in the construction, agricultural,to key global markets including mining, marine, rail, government, oil and gas, defense, agriculture and construction equipment and also to the power generation business for standby, mobile and commercial and recreational marine applicationsdistributed power generation solutions throughout the world. Across these markets we have major customers in North America, Europe/Middle East/Africa (EMEA), China, Korea, Japan, Latin America, India, Russia, Southeast Asia, South Pacific and Mexico.
The principal customers of our heavy- and medium-dutyheavy-duty truck engines include truck manufacturers such as PACCAR Inc. (PACCAR), Daimler Trucks North America Ford Motor Company,(Daimler) and Navistar International Corporation (Navistar), MAN Latin America. The principal customers of our medium-duty truck engines include truck manufacturers such as Daimler, PACCAR and Volvo.Navistar. We sell our industrial engines to manufacturers of construction, agricultural and marine equipment, including Komatsu, Belaz, Hyundai, Hitachi and JLG. The principal customers of our light-duty on-highway engines are Fiat Chrysler Automobiles (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 International Truck and Engine Corporation (Engine Division), Detroit Diesel Corporation,Daimler, Caterpillar Inc. (CAT), Volvo Powertrain, Ford Motor Company (Ford) 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., MAN Nutzfahrzeuge AG (MAN), Fiat Power Systems, GuangxiYuchaiGuangxi Yuchai Group, GE Jenbacher, Tognum AG, CAT, Volvo AB (Volvo), Yanmar Co., Ltd. and Deutz AG.
Components Segment
Components segment sales and EBIT as a percentage of consolidated results were:
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| | | Years ended December 31, |
| | | 2013 | | 2012 | | 2011 |
Percent of consolidated net sales(1) | | 21 | % | | 19 | % | | 18 | % |
Percent of consolidated EBIT(1) | | 24 | % | | 18 | % | | 18 | % |
(1) Measured before intersegment eliminations
Our Components segment supplies products which complement our Engine segment, including aftertreatment systems, turbochargers, filtration products and fuel systems for commercial diesel applications. We manufacture filtration systems for on- and off-highway heavy-duty and mid-range equipment, and we are a supplier of filtration products for industrial and passenger car applications. In addition, we develop aftertreatment systems and turbochargers to help our customers meet increasingly stringent emission standards and fuel systems which to date have primarily supplied our Engine segment and our joint venture partner Scania.
Our Components segment is organized around the following businesses:
Emission solutions - Our emission solutions business is a global leader in designing, manufacturing and integrating aftertreatment technology and solutions for the commercial on-and off-highway medium-duty, heavy-duty and high-horsepower engine markets. Our emission solutions business develops and produces various emission solutions, including custom engineering systems and integrated controls, oxidation catalysts, particulate filters, oxides of nitrogen (NOx) reduction systems such as selective catalytic reduction and NOx adsorbers and engineered components such as dosers and sensors. Our emission solutions business primarily serves markets in North America, Europe, Brazil, Russia, Australia and China and serves both OEM and engine first fit and retrofit customers.
Turbo technologies - Our turbo technologies business designs, manufactures and markets turbochargers for light-duty, mid-range, heavy-duty and high-horsepower diesel markets with manufacturing facilities in five countries and sales and distribution worldwide. Our turbo technologies business provides critical air handling technologies for engines, including variable geometry turbochargers, to meet challenging performance requirements and worldwide emission standards. Our turbo technologies business primarily serves markets in North America, Europe, Asia and Brazil.
Filtration - Our filtration business designs and manufactures filtration, coolant and chemical products. Our filtration business offers over 8,000 products including air filters, fuel filters, fuel water separators, lube filters, hydraulic filters, coolant, diesel exhaust fluid, fuel additives and other filtration systems to OEMs, dealers/distributors and end users. Our filtration business supports a wide customer base in a diverse range of markets including on-highway, off-highway, oil and gas, agriculture, construction, power generation, marine, industrial and light-duty trucks. We produce and sell globally recognized Fleetguard® branded products in over 160 countries including countries in North America, Europe, South America, Asia, Australia and Africa. Fleetguard products are available through thousands of distribution points worldwide.
Fuel systems - Our fuel systems business designs and manufactures new and replacement fuel systems primarily for heavy-duty on-highway diesel engine applications and also remanufactures fuel systems.
Customers of our Components segment generally include our Engine and Distribution segments, truck manufacturers and other OEMs, many of which are also customers of our Engine segment, such as PACCAR, Daimler, Volvo, Navistar, Komatsu, Ford 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., Clarcor Inc., Mann+Hummel Group, Honeywell International, Borg-Warner, Tenneco Inc., Eberspacher Holding GmbH & Co. KG and Denso Corporation.
On July 18, 2012, we acquired the doser technology business assets from Hilite Germany GmbH (Hilite) in a $176 million cash transaction. The acquisition was accounted for as a business combination with the majority of the purchase price being allocated to goodwill and technology and customer related intangible assets. The results of the acquired entity for 2012 and 2013 were included in the Components operating segment.
During 2011, we sold certain assets and liabilities of our exhaust business, which manufactured exhaust products and select components for emission systems for a variety of applications not core to our other product offerings, and our light-duty filtration business, which manufactured light-duty automotive and industrial filtration solutions. Both of these businesses were historically included in our Components segment. See Note 2, "ACQUISITIONS AND DIVESTITURES," to our Consolidated Financial Statements for additional detail.
Power Generation Segment
Power Generation segment sales and EBIT as a percentage of consolidated results were:
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| | | Years ended December 31, |
| | | 2013 | | 2012 | | 2011 |
Percent of consolidated net sales(1) | | 14 | % | | 15 | % | | 16 | % |
Percent of consolidated EBIT(1) | | 10 | % | | 12 | % | | 14 | % |
(1) Measured before intersegment eliminations
Our Power Generation segment designs and manufactures most of the components that make up power generation systems, including controls, alternators, transfer switches and switchgear. This segment is a global provider of power generation systems, components and services for a diversified customer base, including the following:
Standby power solutions for customers who rely on uninterrupted sources of power to meet the needs of their customers.
Distributed generation power solutions for customers with less reliable electrical power infrastructures, typically in developing countries. In addition, our power solutions provide an alternative source of generating capacity located close to its point of use, which is purchased by utilities, independent power producers and large power customers for use as prime or peaking power.
Mobile power solutions, which provide a secondary source of power (other than drivetrain power) for mobile applications.
In the first quarter of 2012, our Power Generation segment reorganized its reporting structure to include the following businesses.
Power products - Our power products business manufactures generators for commercial and consumer applications ranging from two kilowatts (kW) to one megawatt (MW) under the Cummins Power Generation and Cummins Onan brands.
Power systems - Our power systems business manufactures and sells diesel fuel-based generator sets over one MW, paralleling systems and transfer switches for critical protection and distributed generation applications. We also offer integrated systems that consist of generator sets, power transfer and paralleling switchgear for applications such as data centers, health care facilities and waste water treatment plants.
Alternators - Our alternator business (formally called generator technologies prior to the fourth quarter of 2013) designs, manufactures, sells and services A/C generator/alternator products internally as well as to other generator set assemblers. Our products are sold under the Stamford, AVK and Markon brands and range in output from 0.6 kilovolt-amperes (kVA) to 30,000 kVA.
Power Solutions - Our power solutions business provides natural gas fuel-based turnkey solutions for distributed generation and energy management applications in the range of 300-2000 kW products. The business also serves a global rental account for diesel and gas generator sets.
This segment continuously explores emerging technologies and provides integrated power generation products using technologies other than reciprocating engines. 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.
Our customer base for our power generation products 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.
Power Generation competes with a variety of engine manufacturers and generator set assemblers across the world. Our primary competitors are CAT, Tognum (MTU) and Kohler/SDMO (Kohler Group), but we also compete with GE Jenbacher, FG Wilson (CAT group), Generac, Mitsubishi (MHI) and numerous regional generator set assemblers. Our alternators business competes globally with Emerson Electric Co., Marathon Electric and Meccalte, among others.
Distribution Segment
Distribution segment sales and EBIT as a percentage of consolidated results were:
| | | | | Years ended December 31, | | Years ended December 31, |
| | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
Percent of consolidated net sales(1) | | 18 | % | | 16 | % | | 14 | % | | 28 | % | | 26 | % | | 22 | % |
Percent of consolidated EBIT(1) | | 18 | % | | 16 | % | | 15 | % | | 20 | % | | 20 | % | | 19 | % |
(1) Measured before intersegment eliminations
Our Distribution segment consists of 27 company-owned36 wholly-owned and 156 joint venture distributors that service and distribute the full range of our products and services to end-users at over 400approximately 450 locations in approximatelyover 80 distribution territories. Our company-ownedwholly-owned distributors are located in key markets, including North America, Australia, Europe, the Middle East, India, China, Africa, Russia, Japan, Brazil, Singapore and Central America, while our joint venture distributors are located in key markets, including North America, South America, Africa, China,India, Thailand Singapore and Vietnam.Singapore.
The Distribution segment consists of the following businessesproduct lines which service and/or distribute the full range of our products and services:
Parts and filtration,Parts;
Engines;
Power generation,
Enginesgeneration; and
Service.
The Distribution segment is organized into seven primary geographic regions:
North and Central America;
Asia Pacific;
Europe, Commonwealth of Independent States (CIS) and China;
The Distribution segment is organized into five primary geographic regions:
North and Central America,
Asia Pacific,Africa;
Europe and the Middle East (EME),East;
AfricaIndia; and
South America.
Asia Pacific and EME areis composed of six smaller regional distributor organizations (South Pacific, Greater Europe, the Middle East, China, IndiaKorea, Japan, Philippines, Malaysia and Northeast/Southeast Asia)Singapore) which allow us to better manage these vast geographic territories.
North and Central America are comprised of a network of wholly-owned and partially-owned distributors. Internationally, ourOur distribution network consists of independent, partially-owned and wholly-owned distributors. Through these networks, wedistributors 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.
In addition to managing our involvement with our wholly-owned and partially-owned distributors, our Distribution segment is responsible for managing the performance and capabilities of our independent distributors. Our Distribution segment serves a highly diverse customer base with approximately 4438 percent of its 20132016 sales being generated from new engines and power generation equipment, compared to 4541 percent in 2012,2015, with its remaining sales generated by parts and filtration and service revenue.
Financial information about our distributors accounted for under the equity method are incorporated by reference from Note 3, "INVESTMENTS IN EQUITY INVESTEES," to our Consolidated Financial Statements.
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 above as competitors of our Engine, Components or Power GenerationSystems segments. These competitors vary by geographical location.
On September 17, 2013,During 2016, we announced our intentionpaid $109 million to acquire the equity that we do not already own in most of our partially-owned United States and Canadian distributors over the next three to five years.
In December 2013, we acquired the remaining 35 percent interest in Cummins Western Canada LP (Western Canada) from the former principal for consideration of approximately $34 million. This entity was previously consolidated and, as a result,last two partially owned North American distributors, including the acquisition was not treated as a business combination but as an equity transaction. This acquisition was made in accordance with our planned strategy.
In May 2013, we acquired the remaining 67 percent interest in Cummins Rocky Mountain LLC (Rocky Mountain) from the former principal for consideration of approximately $62 million in cash and an additional $74 million in cash paid to creditors to eliminate allrelated debt related to the entity. The acquisition was accounted for as a business combination, with the results of the acquired entity included in the Distribution operating segment in the second quarter of 2013.
In January 2013, we acquired an additional 29.99 percent interest in Cummins Northwest LLC (Northwest) from the former principal for consideration of approximately $18 million. We formed a new partnership with a new distributor principal. We owned 79.99 percent of Northwest and the new distributor principal owned 20.01 percent. The acquisition was accounted for as a business combination, with the results of the acquired entity included in the Distribution operating segment in the first quarter of 2013. In July 2013, we acquired the remaining 20.01 percent from the former distributor principal for an additional $4 million.
In July 2012, we acquired an additional 45 percent interest in Cummins Central Power from the former principal for consideration of approximately $20 million. The acquisition was accounted for as a business combination, with the results of the acquired entity included in the Distribution operating segment in the third quarter of 2012.
retirements. See Note 2,18, "ACQUISITIONS, AND DIVESTITURES," to our Consolidated Financial Statements for additional detail.information.
Components Segment
Components segment sales and EBIT as a percentage of consolidated results were:
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| | | | | | | | | |
| | | Years ended December 31, |
| | | 2016 | | 2015 | | 2014 |
Percent of consolidated net sales(1) | | 21 | % | | 21 | % | | 21 | % |
Percent of consolidated EBIT(1) | | 32 | % | | 34 | % | | 27 | % |
(1) Measured before intersegment eliminations
Our Components segment supplies products which complement our Engine and Power Systems segments, including aftertreatment systems, turbochargers, filtration products and fuel systems for commercial diesel applications. We manufacture filtration systems for on- and off-highway heavy-duty and mid-range equipment, and we are a supplier of filtration products for industrial car 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 partner Scania.
Our Components segment is organized around the following businesses:
Emission solutions - Our emission solutions business is 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 and sensors. Our emission solutions business primarily serves markets in North America, Europe, China, Brazil, Russia, Australia and India. We serve both OEM first fit and retrofit customers.
Turbo technologies - Our turbo technologies business designs, manufactures and markets turbochargers for light-duty, mid-range, heavy-duty and high-horsepower diesel markets with manufacturing facilities in five countries and sales and distribution worldwide. Our turbo technologies business provides critical air handling technologies for engines, including variable geometry turbochargers, to meet challenging performance requirements and worldwide emission standards. Our turbo technologies business primarily serves markets in North America, Europe, Asia and Brazil.
Filtration - Our filtration business designs, manufactures and sells 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. Our filtration business supports a wide customer base in a diverse range of markets including on-highway, 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, Australia and Africa. Fleetguard products are available through thousands of distribution points worldwide.
Fuel systems - Our fuel systems business designs and manufactures new and replacement fuel systems primarily for heavy-duty on-highway diesel engine applications and also remanufactures fuel systems.
Customers of our Components segment generally include our Engine and Distribution segments, truck manufacturers and other OEMs, many of which are also customers of our Engine segment, such as PACCAR, Daimler, Navistar, Volvo, Scania, Fiat Chrysler, Komatsu 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., Clarcor Inc., Mann+Hummel Group, Honeywell International, Borg-Warner, 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, |
| | | 2016 | | 2015 | | 2014 |
Percent of consolidated net sales(1) | | 16 | % | | 17 | % | | 19 | % |
Percent of consolidated EBIT(1) | | 13 | % | | 16 | % | | 14 | % |
(1) Measured before intersegment eliminations
In the second quarter of 2016, in conjunction with the reorganization of our segments, our Power Systems segment reorganized its reporting structure as follows:
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.
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.
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.
This segment continuously explores emerging technologies and provides integrated power generation products using technologies other than reciprocating engines. 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.
Our customer base for our Power Systems offerings is highly diversified, with customer groups varying based on their power needs. India, China, the 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 alternators 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. Five entities, in which we own more than a 50 percent equity interest, are consolidated in our Distribution segment results as well as several manufacturing joint ventures in the other operating segments.
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 3,2, "INVESTMENTS IN EQUITY INVESTEES," to the Consolidated Financial Statements.
Our equity income from these investees was as follows:
| | | | Years ended December 31, | Years ended December 31, |
| In millions | 2013 | | 2012 | | 2011 | 2016 | | 2015 | | 2014 |
| Distribution Entities | | | | | | | | | | | | |
| Distribution entities | | | | | | | | | | | | |
| Komatsu Cummins Chile, Ltda. | | $ | 34 |
| | 13 | % | | $ | 31 |
| | 11 | % | | $ | 29 |
| | 9 | % |
| North American distributors | $ | 129 |
| | 40 | % | | $ | 147 |
| | 42 | % | | $ | 134 |
| | 36 | % | 21 |
| | 8 | % | | 33 |
| | 12 | % | | 107 |
| | 32 | % |
| Komatsu Cummins Chile, Ltda. | 25 |
| | 8 | % | | 26 |
| | 8 | % | | 22 |
| | 6 | % | |
| All other distributors | 1 |
| | — | % | | 4 |
| | 1 | % | | 4 |
| | 1 | % | — |
| | — | % | | 3 |
| | 1 | % | | 4 |
| | 1 | % |
| Manufacturing Entities | | | | | | | | | | | | |
| Manufacturing entities | | | | | | | | | | | | |
| Beijing Foton Cummins Engine Co., Ltd. | | 52 |
| | 20 | % | | 62 |
| | 23 | % | | (2 | ) | | (1 | )% |
| Dongfeng Cummins Engine Company, Ltd. | 63 |
| | 19 | % | | 52 |
| | 15 | % | | 80 |
| | 21 | % | 46 |
| | 18 | % | | 51 |
| | 19 | % | | 67 |
| | 20 | % |
| Chongqing Cummins Engine Company, Ltd. | 58 |
| | 18 | % | | 61 |
| | 18 | % | | 68 |
| | 18 | % | 38 |
| | 15 | % | | 41 |
| | 15 | % | | 51 |
| | 16 | % |
| Beijing Foton Cummins Engine Co., Ltd. (Heavy-duty) | (21 | ) | | (6 | )% | | (13 | ) | | (4 | )% | | (6 | ) | | (2 | )% | |
| Beijing Foton Cummins Engine Co., Ltd. (Light-duty) | 17 |
| | 5 | % | | 5 |
| | 1 | % | | (7 | ) | | (2 | )% | |
| Shanghai Fleetguard Filter Co., Ltd. | 13 |
| | 4 | % | | 13 |
| | 4 | % | | 15 |
| | 4 | % | |
| Tata Cummins, Ltd. | 5 |
| | 2 | % | | 11 |
| | 3 | % | | 14 |
| | 4 | % | |
| Cummins Westport, Inc. | 4 |
| | 1 | % | | 14 |
| | 4 | % | | 14 |
| | 4 | % | |
| All other manufacturers | 31 |
| | 9 | % | | 27 |
| | 8 | % | | 37 |
| | 10 | % | 69 |
| | 26 | % | | 52 |
| | 19 | % | | 74 |
| | 23 | % |
Cummins share of net income(1) | $ | 325 |
| | 100 | % | | $ | 347 |
| | 100 | % | | $ | 375 |
| | 100 | % | $ | 260 |
| | 100 | % | | $ | 273 |
| | 100 | % | | $ | 330 |
| | 100 | % |
(1) 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 3,2, "INVESTMENTS IN EQUITY INVESTEES," to our Consolidated Financial Statements.Statements for additional information.
Distribution Entities
North American Distributors - As of December 31, 2013, our distribution channel in North America included nine unconsolidated partially-owned distributors. Our equity interests in these nonconsolidated entities ranged from 37 percent to 50 percent. We also had more than a 50 percent ownership interest in three partially owned distributors which we consolidate. While each distributor is a separate legal entity, the business of each is substantially the same as that of our wholly-owned distributors based in other parts of the world. All of our distributors, irrespective of their legal structure or ownership, offer the full range of our products and services to customers and end-users in their respective markets.
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 the Chilean and Peruvian markets.
Our distribution agreements with independent and partially-owned distributors generally have a renewable three-year term and are restricted to specified territories. Our distributors develop and maintain a network of dealers with whichNorth American Distributors - During 2016, we have no direct relationship. Our distributors are permitted to sell other, noncompetitive products only with our consent. We license all of our distributors to use our name and logoacquired the remaining interest in connection with the sale and service of our products, with no right to assign or sublicense the trademarks, except to authorized dealers, without our consent. Products are sold to the distributors at standard domestic or internationalfinal unconsolidated North American distributor net prices, as applicable. Net prices are wholesale prices we establish to permit our distributors an adequate margin on their sales. Subject to local laws, we can generally refuse to renew these agreements upon expiration or terminate them upon written notice for inadequate sales, change in principal ownership and certain other reasons. Distributors also have the right to terminate the agreements upon 60-day notice without cause, or 30-day notice for cause. Upon termination or failure to renew, we are required to purchase the distributor's current inventory, signage and special tools, and may, at our option purchase other assets of the distributor, but are under no obligation to do so.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 GenerationSystems segment manufacturing facilities. Our Components segment joint ventures and wholly owned entities provide fuel systems, filtration, aftertreatment systems and turbocharger products that are used in 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.
Chongqing Cummins Engine Company, Ltd. - Chongqing Cummins Engine Company, Ltd. (CCEC) 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 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 (Dongfeng), one of the largest medium-duty and heavy-duty truck manufacturers in China. DCEC produces Cummins 4- to 13-liter mechanical engines, full-electric diesel engines, with a power range from 125 to 545 horsepower, and natural gas engines.
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 ISF 2.8 liter and ISF 3.8 liter families of our 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 has been in the development stage for the past several years but is scheduled to start the production ofproduces ISG 10.5 liter and ISG 11.8 liter families of our high performance heavy-duty diesel engines in the second quarter of 2014 in Beijing. These engines will beare used in heavy-duty commercial trucks in China and subsequentlywill be used in world wide markets. Certain types of construction equipment and industrial applications willare also be served by these engine families in the future.
families.
Shanghai Fleetguard Filter Co.,Dongfeng Cummins Engine Company, Ltd. - Shanghai Fleetguard FilterDongfeng 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 4- to 13-liter mechanical engines, full-electric diesel engines, with a power range from 125 to 545 horsepower, and natural gas engines.
Chongqing Cummins Engine Company, Ltd. - Chongqing Cummins Engine Company, Ltd. is a joint venture in China with Dongfeng that manufactures filtration systems.
Cummins Westport, Inc. - Cummins Westport, Inc. is a joint venture in Canada with Westport Innovations Inc. to marketChongqing Machinery and sell automotive spark-ignited natural gas engines and to participate in joint technology projects on low-emission technologies.
Tata Cummins,Electric Co. Ltd. - Tata Cummins, Ltd. is a joint venture in India with Tata Motors Ltd., the largest automotive company in India and a member of the Tata group of companies. This joint venture manufactures engines in India for use in trucks manufactured by Tata Motors, as well as for various industrial and power generation applications.
Komatsu manufacturing alliances - Komatsu manufacturing alliances consists of twomanufacturing joint ventures andonedesign joint venture including Komatsu Cummins Engine Company (KCEC) in Japan and Cummins Komatsu Engine Company (CKEC) in the United States (U.S.) with Komatsu Ltd. These joint ventures manufacture Cummins-designed medium-duty engines in Japan and Komatsu-designed high-horsepower engines in the U.S. The industrial engine design joint venture is located in Japan.
Cummins-Scania XPI Manufacturing, LLC - Cummins-Scania XPI Manufacturing, LLC is a joint venture in the United States with Scania Holding, Inc. This joint venture manufactures several models of advanced fuel systems forour heavy-duty and midrange diesel engines.
Cummins Olayan Energy Ltd. - Cummins Olayan Energy Ltd. is a joint venture in the Kingdom of Saudi Arabia with General Contracting Company to operate certain rental power generation equipment, which is primarily utilized within the Kingdom of Saudi Arabia.
Guangxi Cummins Industrial Power Co., Ltd. - Guangxi Cummins Industrial Power Co., Ltd. is a joint venture in China with Guangxi LiuGong Machinery Co. This joint venture manufactures 6.7 liter and 9.3 literhigh-horsepower diesel engines, for useprimarily serving the industrial and stationary power markets in various construction equipment.China.
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 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.
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 haveuse a strategic sourcing policycategory 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, and whenthe strategies also identify the suppliers we establish supplier partnershipsshould partner with long-term to provide the best technology, the lowest total cost and highest supply chain performance. Today we machine and assembleWe 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 leading suppliers both domestically and internationally.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 60 to 7020 percent of the direct material in our product designs are single sourced to external suppliers. Although we elected to source a relatively high proportion of our total raw materials and components from single suppliers, weWe have an established annual sourcing strategy process and risk assessment proceduressupplier 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 sourcingsources to both 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, 2016, 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,footprint;
selecting and managing suppliers to comply with our supplier code of conductconduct; and
assuring our suppliers do not usecomply with Cummins' prohibited and restricted or prohibited materials in our products.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 exceptionexceptions that our Power GenerationSystems 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 approximately 1213 percent of our consolidated net sales in 2013, compared to approximately 132016, 15 percent in 20122015 and 1214 percent in 2011.2014. 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 mid-range 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 2013.2016. 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 over 6972 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 Volvo Trucks North America anda long-term mid-range supply agreementsagreement with Daimler Trucks North America, Navistar, MAN and Ford.Daimler. We also have an agreement with Fiat Chrysler to supply engines for its Ram trucks. In our off-highway markets, we have various engine and component supply agreements ranging across our midrange and high-horsepower businesses with Komatsu Ltd., as well as various joint ventures and other license agreements in our Engine, Component and Distribution segments. Collectively, our net sales to these eightfour customers, including PACCAR, was approximately 36were 33 percent of our consolidated net sales in 2013, compared to approximately 352016, 36 percent in 20122015 and 3332 percent in 2011.2014. Excluding PACCAR, net sales to any single customer were less than 7 percent of our consolidated net sales in 2013, compared to2016, less than 9 percent in 2015 and less than 8 percent in 2012 and less than 6 percent in 2011.2014. 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
Our 2013 lead times for the majority of our businesses improved from their 2012 levels. While weWe 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. As ofAt December 31, 2013,2016, we did not have any significant backlogs.
RESEARCH AND DEVELOPMENT EXPENSE
In 2013, we decreased our research, development and engineering expenses slightly as2016, we continued to invest in future critical technologies and products. We will continue to make investments to improve our current technologies, continue to 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 $700$616 million in 2013, $7212016, $718 million in 20122015 and $621$737 million in 2011.2014. Contract reimbursements were $76$131 million in 2013, $862016, $98 million in 20122015 and $75$121 million in 2011.2014.
For 2011,2016, 2015 and 2014, approximately $1$77 million, $90 million and $60 million, or less than 113 percent, of our research and development expenditures were directly related to compliance with 2010 Environmental Protection Agency (EPA) emission standards. For 2013, 2012 and 2011, approximately $15 million, $101 million and $104 million, or 2 percent, 1413 percent and 178 percent, respectively, of our research and development expenditures were directly related to compliance with 2013 EPA2017 U.S. Environmental Protection Agency (EPA) emission standards. For 2013, approximately $32 million, or 5 percent, of our research and development expenditures was directly related to compliance with 2017 EPA emission standards.
ENVIRONMENTAL SUSTAINABILITY
We adopted our first ever 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 to an expanded view of fuel and raw materials that reaches across the entire product life-cycle. "Envolve Cummins" is the comprehensive lens through which we view environmental sustainability, from design to manufacture to end of life. Our 10 Environmental Sustainability principles attempt to positively impactenvironmental sustainability plan is the environment through the products thatway we make, how we usecarry out our facilitiespriorities, goals and manage our supply chain and how we improve the communities where we live and work. Using these guiding principles and with the input of key stakeholder areas, our Corporate Action Committee for Environmental Sustainability in 2013 developed the Company's first Global Environmental Sustainability Plan to more fully integrate environmental stewardship across all of our businesses and functions. We continue to invest significantlyinitiatives in our productsaction areas, including reducing our carbon footprint, using fewer natural resources and partnering to further reduce emissionssolve complex problems.
We currently have the following environmental sustainability goals and increase efficiency. We attempt to work collaborativelycommitments:
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 theirthe fuel economy,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
utilizing the most efficient methods and modes to move goods across our network to reduce their carbon footprints and conserve other resources. Over the past five years,dioxide per kilogram of goods moved by 10 percent by 2020.
In 2016, we believeannounced that we have reduced company-wide water usage intensity by approximately 47 percent, U.S.-wide process-derived hazardous waste generation by approximately 56 percentexceeded our second energy and company-wide landfill waste by approximately 21 percent, all normalized to total work hours. As partGHG emission goal of the U.S. Department of Energy's Better Buildings, Better Plants program, we have pledged to achieve a 25 percent energyand 27 percent reduction, respectively, by achieving intensity (energy use adjusted for sales) reduction by 2015; at the endreductions of 2012, we had achieved a 3433 and 36 percent, reduction. respectively.
We also have articulatedcontinue 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 greenhouse gasGHG and fuel efficiency standards become more prevalent globally. For the ninth consecutive year, weWe were named to the Dow Jones WorldNorth American Sustainability Index which recognizesfor the top 10 percenteleventh consecutive year in 2016, included in the “Disclosure Leadership Index” of the world’s largest 2,500 companiesCarbon Disclosure Project’s climate report in economic,2015 and we were identified as a “Natural Capital Decoupling Leader” by Green Biz Group and Trucost for reductions in environmental and social leadership.footprint amid company growth in 2014. Our Sustainability Report for 2012/20132015/2016 and prior reports as well as an addenduma Data Book of more detailed environmental data isin accordance with the Global Reporting Initiative's G4 core designation are available on our website at www.cummins.com,, although such reportreports and addendumdata book are not incorporated into this Form 10-K.
ENVIRONMENTAL COMPLIANCE
Product EnvironmentalCertification 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. We have substantially increased our global environmental compliance presence and expertise to better prepare for, understand and ultimately meet emerging product environmental regulations around the world. Our products comply with all current emission standards that the European Union (EU), EPA, the California Air Resources Board (CARB) and other state and international regulatory agencies have established for heavy-duty on-highway diesel and gas engines and off-highway engines. 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 EUEuropean 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 CARBCalifornia 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.
We have received certification from the EPA thatIn 2013, we have met bothcertified to EPA's first ever GHG regulations for on-highway medium- and heavy-duty engines. Additionally, the EPA 2013 and 2014 GHG regulations and rules. The EPA 2013 regulations addadded the requirement of On-Board Diagnostics,on-board diagnostics, which were introduced on the ISX15 in 2010, across the full on-highway product line in 2013 in addition towhile maintaining the same near-zero emission levels of NOx and Particulate Matter (PM)particulate matter required in 2010. On-Board DiagnosticsOn-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 will bewere required for all heavy-duty diesel and natural gas engines beginning in January 2014. Our GHG certification iswas the first engine certificate issued by the EPA and uses the same proven base engine with the XPI fuel system, Variable Geometry Turbochargervariable geometry turbocharger (VGTTM), Cummins Aftertreatment Systemaftertreatment 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 timeframe 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 VGTTM. 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 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.
In 2016, the EPA certified our locomotive engine as the first to meet the Tier 4 standards and will enter the market as the propulsion prime mover for Siemens' new Charger passenger locomotive, serving multiple routes in major U.S. cities. The 95 liter QSK95 engine provides over 4,000 horsepower and is the U.S.'s first low emission Tier 4 engine to power the passenger train service market.
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 capital outlaysexpenses and are not expected to be material in 2013.2017. 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 (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended or similar state laws, at lessfewer than 20 waste disposal sites.
Based upon our experiences at similar sites we believe that our aggregate future remediation costs will not be significant.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
As ofAt December 31, 2013,2016, we employed approximately 47,90055,400 persons worldwide. Approximately 15,65018,340 of our employees worldwide are represented by various unions under collective bargaining agreements that expire between 20142017 and 2016.2021.
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 "Investors and Media" followed by the "Investor Relations" 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 "Investors and Media," followed by the "Investor Relations" link and then the topic heading of "Governance Documents" within the "Corporate Governance" heading. 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.
EXECUTIVE OFFICERS OF THE REGISTRANT
Following are the names and ages of our executive officers, their positions with us as ofat January 31, 2014,2017 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 (51)(54) | | Chairman of the Board of Directors and Chief Executive Officer (2012) | | |
| Richard J. Freeland (59) | | President and Chief Operating Officer (2008-2011)(2014) | | Vice President and President— Engine Business (2010-2014) |
| Sherry A. Aaholm (54) | | Vice President—Chief Information Officer (2013) | | Executive Vice President, Information Technology, FedEx Services (2006-2013) |
Sharon R. Barner (56)(59) | | Vice President—General Counsel (2012) | | Partner—Law firm of Foley & Lardner (2011-2012)
Deputy Under Secretary of Commerce—Intellectual Property and Deputy Director of the United States Patent and Trademark Office (2009-2011)
Partner—Law firm of Foley & Lardner (1996-2009) |
Pamela L. Carter (64) | | Vice President and President—Distribution Business (2007) | | |
Steven M. Chapman (59)(62) | | Group Vice President—China and Russia (2009) | | Vice President—Emerging Markets and Businesses (2005-2009) |
Jill E. Cook (50)(53) | | Vice President—Chief Human Resources Officer (2003) | | |
Richard J. Freeland (56)Tracy A. Embree (43) | | Vice President and President—Engine Business (2010) Components Group (2015) | | Vice President and President—Components Group (2008-2010) Turbo Technologies (2012-2014)
General Manager, Turbo Technologies—Asia (2011-2012) |
Richard E. Harris (61)Thaddeaus B. Ewald (49) | | Vice President—Chief Investment Officer (2008)Corporate Strategy and Business Development (2010) | | |
Mark A. Levett (64) | | Vice President—Corporate Responsibility and Chief Executive Officer - Cummins Foundation (2013) | | General Manager and Vice President—High Horsepower (1999-2013) |
Marsha L. Hunt (50)(53) | | Vice President—Corporate Controller (2003) | | |
| Donald G. Jackson (47) | | Vice President—Treasurer (2015) | | Executive Director—Assistant Treasurer (2013-2015)
Vice President—Americas Finance, Hewlett-Packard Co. (2010-2013) |
| Norbert Nusterer (48) | | Vice President and President—Power Systems (2016) | | Vice President—New and ReCon Parts (2011-2016) |
| Mark J. Osowick (49) | | Vice President—Human Resources Operations (2014) | | Executive Director—Human Resources, Components Segment & India ABO (2010-2014) |
| Srikanth Padmanabhan (52) | | Vice President and President—Engine Business (2016) | | Vice President—Engine (HMLD) Business (2014-2016) Vice President and General Manager—Cummins Emission Solutions (2008-2014) |
Marya M. Rose (51)(54) | | Vice President—Chief Administrative Officer (2011) | | |
| Jennifer Rumsey (43) | | Vice President—General CounselChief Technical Officer (2015) | | Vice President—Engineering, Engine Business (2014-2015) Vice President—Heavy, Medium and Corporate Secretary (2001-2011)Light Duty Engineering (2013-2014)
Executive Director—HD Engineering (2010-2013) |
Livingston L. Satterthwaite (53)(56) | | Vice President and President—Distribution Business (2015) | | Vice President and President—Power Generation (2008)(2008-2015) |
|
| | | | |
| Mark A. Smith (49) | | Vice President—Financial Operations (2016) | | Vice President—Investor Relations and Business Planning and Analysis (2014-2016) Executive Director—Investor Relations (2011-2014) |
Anant J. Talaulicar (52)(55) | | Vice President, and Chairman and Managing Director—Cummins India Area Business Organization (2003) | | Vice President and President—Components Group (2010), Vice President and Managing Director—India ABO (2004) | | Chairman and Managing Director—Cummins India Ltd. (2003-present) |
John C. Wall (62) | | Vice President—Chief Technical Officer (2000) | | (2010-2014) |
Patrick J. Ward (50)(53) | | Vice President—Chief Financial Officer (2008) | | |
Lisa M. Yoder (50) | | Vice President—Global Supply Chain & Manufacturing (2011) | | Vice President—Corporate Supply Chain (2010-2011), Executive Director—Supply Chain & Operations-Power Generation (2007-2010) |
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.
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 more significant downturn in our markets could materially and adversely affect our results of operations, financial condition or cash flows.
GlobalMany of our on- and off-highway markets are cyclical in nature and experience volatility in demand throughout these cycles as experienced in 2016 with downward market pressure both domestically and internationally. While North American on-highway markets remained strong for several years, in 2016, these markets began to decline as they transitioned to a lower demand cycle as evidenced by the slowing demand for heavy-duty trucks as a result of lower capital spending by truck fleets in response to weak growth in the economy. Most international markets in 2016 continued to experience weak demand consistent with the last several years, especially in South America, the Middle East, U.K., Singapore and Mexico. If the North American markets suffer a further significant downturn or if the slower pace of economic uncertainty continued throughout 2013 as we experienced declining or relatively flatgrowth and weaker demand in many global markets. If the global economy or some of our significant international markets encounter a sustained slowdown;were to persist or worsen, depending upon the length, duration and severity of such athe slowdown, our results of operations, financial condition andor cash flowflows would almost certainlylikely be materially adversely affected. Specifically, our revenues would likely decrease, we may be forcedneed to consider further restructuring actions,realign capacity with demand, we may need to increase our allowance for doubtful accounts, our days sales outstanding may increase and we could experience impairments to assets of certain of our businesses.
A slowdown in infrastructure development could adversely affect our business.
Infrastructure development has been a significant driver of our business in recent years, especially in the emerging markets of China and Brazil. General weakness in economic growth or the perception that infrastructure has been overbuilt could lead to a decline in infrastructure spending. Any sustained downturns in infrastructure development that result from these or other circumstances 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 European Union, 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 comply with these emission standards. Developing engines 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 may be required to develop new products to comply with new regulations, particularly those relating to air emission. 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 position 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, or delays which could result in the products we developed or modified to comply with these standards becoming unnecessary or becoming necessary later than expected and 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 income from investees that we do not directly control.
Our net income includes significant equity, royalty and interest income from investees that we do not directly control. For 2013, we recognized $361 million of equity, royalty and interest income from investees, compared to $384 million in 2012. The majority of our equity, royalty and interest income from investees is from our nine unconsolidated North American distributors and from two of our joint ventures in China, Dongfeng Cummins Engine Company, Ltd. (DCEC) and Chongqing Cummins Engine Company, Ltd. (CCEC). Our equity ownership interests in our unconsolidated North American distributors ranged from 50 percent to 50 percent at December 31, 361. We have percent equity ownership interests in DCEC and CCEC. 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.
Our truck manufacturers and original equipment manufacturers (OEMs)OEM customers may not continue to outsourcediscontinue outsourcing their engine supply needs.
Several of our engine customers, including PACCAR, Volvo AB, Navistar, Fiat Chrysler, Daimler and DCEC,Dongfeng Cummins Engine Company, Ltd., are truck manufacturers or OEMs that manufacture engines for some of their own products.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. IncreasedIn 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.
A downturn in the North American truck industry or other factors negatively affecting anyFinancial distress of one of our large truck OEM customers could materially adversely impact our results of operations.
We makerecognize significant sales of engines and components to a few large on-highway truck OEMsOEM customers in North America.America which have been an integral part of our positive business results for several years. If the North American truck market suffers a significant downturn, or if one of our large truck OEM customers experiencedexperiences financial distress or bankruptcy, such circumstance would 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.
Lower-than-anticipated market acceptance of our new or existing products or services.
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.
The discovery of any significant problems with our recently-introduced engine platforms in North America could materially adversely impact our results of operations, financial condition and cash flow.
The EPA and CARB have certified all of our 2012/20132017 on-highway and off-highway engines, which utilize SCR technology to meet requisite emission and GHG levels. We introduced SCR technology into our engine platforms in 2010. The effective performance of SCR technology and the overall performance of theseour engine platforms impactimpacts a number of our operating segments and remainremains crucial to our success in North America. While these 2010 and 2013 engine platforms have performed well in the field, theThe discovery of any significant problems in these platforms could result in recall campaigns, increased warranty costs, reputational risk and brand risk, and could materially adversely impact our results of operations, financial condition or cash flows.
Further slowdown in infrastructure development and/or continuing 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 has slowed (especially in China and Brazil), commodity prices have been significantly lower in recent years and demand for our products in off-highway markets has remained weak for several years. Weakness in commodities, such as oil, gas and coal, has adversely impacted mining industry participants’ demand for vehicles and equipment that contain our engines and other products. Further deterioration, or continued weakness, in infrastructure and commodities markets will continue to adversely affect our customers’ demand for vehicles and equipment and will 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.
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. The U.S. dollar has strengthened in recent years and has resulted in material unfavorable impacts on our revenues. If the U.S. dollar continues to strengthen against other currencies, we will continue to 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.
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 2016, we recognized $301 million of equity, royalty and interest income from investees, compared to $315 million in 2015. More than half of our equity, royalty and interest income from investees is from three of our 50 percent owned joint ventures in 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 flow.flows.
We may fail to realize all of the expected enhanced revenue, earnings, cash flow, cost savings and other benefits from the acquisition and integration of our partially-owned United States and Canadian distributors.
Our ability to realize all of the expected enhanced revenue, earnings, cash flow, cost savings and other benefits from our recent distributor acquisitions will depend, in substantial part, on our ability to successfully complete the integration of the acquired distributors with our other businesses. While we believe we will ultimately achieve these expected benefits, it is possible that we will be unable to achieve all of the objectives within our anticipated time frame or in the anticipated amounts. The expected benefits from integration also may not be fully realized or may be delayed due to certain prohibitions in applicable state franchise and distributor laws. If we are not able to successfully complete our integration strategy, the anticipated enhanced revenue, earnings, cash flow, cost savings and other benefits resulting from our distributor acquisitions may not be realized fully or may take longer to realize than expected.
Delays encountered or increased costs incurred in completing the integration of these acquisitions could negatively impact our revenues, expenses, operating results, cash flow and financial condition, including the loss of current customers or suppliers, increased exposure to legal claims and other liabilities and the distraction or departure of key managers and employees.
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.
We are vulnerable to supply shortages from single-sourced suppliers.
During 2013,2016, we single sourced approximately 60 to 7020 percent of the total types of parts in our product designs.designs, compared to approximately 56 percent in 2015. 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.
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.
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.
Failure to successfully integrate the planned acquisitions of the equity we do not already own of our partially-owned United States and Canadian distributors could have an adverse impact on our realization of expected benefits to our financial condition and results of operations.
The completion of our plan to acquire all of the equity we do not already own of our partially- owned United States and Canadian distributors (each, an ''Acquisition,'' and collectively, the ''Acquisitions''), is subject to various risks, including, among other things, our ability to realize the full extent of the incremental revenue, earnings, cash flow, cost savings and other benefits that we expect to realize as a result of the completion of the Acquisitions within the anticipated time frame, or at all; the costs that are expected to be incurred in connection with evaluating, negotiating, consummating and integrating the Acquisitions; the ability of management to focus adequate time and attention on evaluating, negotiating, consummating and integrating the Acquisitions; and diversion of management's attention from base strategies and objectives, both during and after the acquisition process. Further, as with all merger and acquisition activity, there can be no assurance that we will be able to negotiate, consummate and integrate the Acquisitions in accordance with our plans. Those persons holding the third-party ownership of our partially-owned United States and Canadian distributors may not agree to our acquisition proposals, including the terms and conditions thereof, and may claim that our proposals to exercise certain contractual rights that we have with respect to acquiring such distributors may violate applicable state franchise and distributor laws, which may prohibit, delay or otherwise adversely affect the consummation of such Acquisitions on terms and conditions that are less favorable to us than we currently anticipate, or not at all.
After completion of the Acquisitions, we may fail to realize the expected enhanced revenue, earnings, cash flow, cost savings and other benefits.
The financial success of the Acquisitions will depend, in substantial part, on our ability to successfully combine our business with the businesses of our partially-owned United States and Canadian distributors, transition operations and realize the expected enhanced revenue, earnings, cash flow, cost savings and other benefits from such Acquisitions. While we currently believe that these enhanced revenue, earnings, cash flow, cost savings and other benefits estimates are achievable, it is possible that we will be unable to achieve these objectives within the anticipated time frame, or at all. Our enhanced revenue, earnings, cash flow, cost savings and other benefits estimates also depend on our ability to execute and integrate the Acquisitions in a manner that permits those benefits to be realized. If these estimates turn out to be incorrect or we are not able to execute our integration strategy successfully, the anticipated enhanced revenue, earnings, cash flow, cost savings and other benefits, resulting from the Acquisitions may not be realized fully, or at all, or may take longer to realize than expected.
Specifically, issues that must be addressed in integration in order to realize the anticipated benefits and costs savings of the Acquisitions include, among other things:
maintaining and improving management and employee engagement, morale, motivation and productivity;
recruiting and retaining executives and key employees;
retaining and strengthening relationships with existing customers and attracting new customers;
conforming standards, controls, procedures and policies, business cultures and compensation structures among the companies;
consolidating and streamlining corporate and administrative infrastructures;
consolidating sales, customer service and marketing operations;
identifying and eliminating redundant and underperforming operations and assets;
integrating the distribution, sales, customer service and administrative support activities among the companies;
integrating information technology systems, including those systems managing data security for sensitive employee, customer and vendor information, and diverse network applications across the companies;
managing the broadened competitive landscape, including responding See Note 12, "COMMITMENTS AND CONTINGENCIES" to the actions taken by competitors in response to the Acquisitions;
coordinating geographically dispersed organizations;Consolidated Financial Statements
managing the for additional business risks of businesses that we have not previously directly managed; and
managing tax costs or inefficiencies associated with integrating our operations following completion of the Acquisitions.
Delays encountered in the process of integrating the Acquisitions could negatively impact our revenues, expenses, operating results, cash flow and financial condition after completion of the Acquisitions, including through the loss of current customers or suppliers. Although significant benefits, such as enhanced revenue, earnings, cash flow and cost savings, are expected to result from the Acquisitions, there can be no assurance that we will realize any of these anticipated benefits after completion of any or all of the Acquisitions.
Additionally, significant costs are expected to be incurred in connection with the integration of the Acquisitions. We continue to assess the magnitude of these costs and additional unanticipated costs may be incurred, including costs associated with assuming our partially-owned United States and Canadian distributors' exposure to outstanding and anticipated legal claims and other liabilities. Although we believe that the elimination of duplicative costs, as well as the realization of other synergies and efficiencies related to the integration of the Acquisitions, will offset incremental integration-related costs over time, no assurances can be given that this net benefit will be achieved in the near term, or at all. In addition, the process of integrating the operations of our partially- owned United States and Canadian distributors may distract management and employees from delivering against base strategies and objectives, which could negatively impact other segments of our business following the completion of the Acquisitions.
Furthermore, the Acquisitions and the related integration efforts, could result in the departure of key managers and employees, and we may fail to identify managerial resources to fill both executive-level and lower-level managerial positions and replace key employees, including those who oversee customer relationships, any of which could have a negative impact on our business, and, prior to the completion of the Acquisitions, the businesses of our partially-owned United States and Canadian distributors.
The completion of the Acquisitions may be subject to the receipt of certain required clearances or approvals from governmental entities that could prevent or delay their completion or impose conditions that could have an adverse effect on us.
Completion of each of the Acquisitions may be conditioned upon the receipt of certain governmental clearances or approvals, including, but not limited to, the expiration or termination of any applicable waiting periods under U.S. competition and trade laws with respect to such Acquisitions as well as applicable state regulations and restrictions. There can be no assurance that these clearances and approvals will be obtained, and, additionally, government authorities from which these clearances and approvals are required may impose conditions on the completion of any, or all, of the Acquisitions or require changes to their respective terms. If, in order to obtain any clearances or approvals required to complete any of the Acquisitions, we become subject to any material conditions after completion of any of such Acquisitions, our business and results of operations after completion of any of such Acquisitions may be adversely affected.information.
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 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. For a more complete discussion of the competitive environment in which each of our segments operates, see “Operating Segments” in “Item 1 Business.”
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 and, as a result, we may be pressured to restrict the sale or support of some of our products in the areas of increased competition. 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.
We are exposed to, and may be adversely affected by, information technologypotential security threats and sophisticated "cyber attacks."
We rely onbreaches or other disruptions to our information technology systems and networksdata 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. SomeWe also rely on our ability to expand and continually update these systems and 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 networks and 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 information 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, includingsuch as security breaches, computer malware and other “cyber attacks”"cyber attacks," which are increasing in both frequency and sophistication. These threatssophistication, 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.
We are exposed to political, economic and other risks that arise from operating a multinational business.
Approximately 5246 percent of our net sales for 20132016 and 5344 percent in 20122015 were attributable to customers outside the U.S. Accordingly, our business is subject to the political, economic and other risks that are inherent in operating in numerous countries. These risks include:
the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
trade protection measures and import or export licensing requirements;
the imposition of taxes on foreign income and tax rates in certain foreign countries that exceed those in the U.S.;
the imposition of tariffs, exchange controls or other restrictions;
difficulty in staffing and managing widespread operations and the application of foreign labor regulations;
required compliance with a variety of foreign laws and regulations; and
changes in general economic and political conditions in countries where we operate, particularly in emerging markets.
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.
Unanticipated changes in our effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities could adversely affect our profitability.
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 the distribution of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes to our assertions regarding permanent re-investmentreinvestment of our foreign earnings, 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.
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. 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 capacity constraints and longer lead times for certain products in times of growing demand while we can also 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. We cannot guarantee that we will be able to increase manufacturing capacity to a level that meets demand for our products, which could prevent us from meeting increased customer demand and could harm our business. However, ifIf 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 risks ofpotential 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. We may experience materialAt any given time, we are subject to various and multiple product liability lossesclaims, any one of which, if decided adversely to us, may have a material adverse effect on our reported results of operation in the future.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. An unsuccessful defense of a significant product liability claim could have a material adverse effect upon us. In addition,Furthermore, even if we are successful in defending against a claim relating to our products, claims of this nature could cause our customers to lose confidence in our products and us.
We may need to write off significant investments in our new North American light-duty diesel engine platform if customer commitments deteriorate.
We began development of a new North American light-duty diesel engine platform in July 2006 to be used in a variety of on- and off-highway applications. Since that time, and as of December 31, 2013, we have capitalized investments of approximately $242 million. Market uncertainty due to the global recession resulted in some customers delaying or cancelling their vehicle programs, while others remained active. In August 2013, we reached an agreement to supply Nissan Motor Co. Ltd. with our light-duty diesel engine beginning in 2015, however, if customer expectations or volume projections deteriorate from our current expected levels and we do not identify new customers, we may need to recognize an impairment charge and write the assets down to net realizable value.
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.
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. 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 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.
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.
We may be adversely impacted by work stoppages and other labor matters.
As ofAt December 31, 2013,2016, we employed approximately 47,90055,400 persons worldwide. Approximately 15,65018,340 of our employees worldwide are represented by various unions under collective bargaining agreements that expire between 20142017 and 2016.2021. 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 unionized work forces. Work stoppages or slow-downsslowdowns experienced by our customers or suppliers could result in slow-downsslowdowns 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 generally accepted(GAAP) in the United States of America, (GAAP), 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 theour reported results of operations and financial position.
Future bans or limitations on the use of diesel-powered vehicles could materially adversely affect our business over the long term.
Mayors of several large international cities have announced that they plan to implement a ban on the use in their cities of diesel-powered vehicles by 2025. Similarly, Germany adopted legislation to ban new internal combustion engine vehicles by 2030. 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.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
Manufacturing Facilities
Our principal manufacturing facilities include our plants used by the following segments in the following locations:
|
| | | | |
| Segment | | U.S. Facilities | | Facilities Outside the U.S. |
| Engine | | Indiana: Columbus Seymour | | Brazil: Sao Paulo |
| | | Tennessee: Memphis
| | India: Pune, Phaltan
|
| | New Mexico: Clovis
| | Mexico: San Luis Potosi
|
| | New York: Lakewood | | U.K.:India: Darlington, Daventry, CumbernauldPhaltan
|
| | | North Carolina: Whitakers | | U.K.: Darlington |
| Components | | Indiana: Columbus | | Australia: Kilsyth |
| | | Iowa:South Carolina: Lake MillsCharleston
| | Brazil: Sao Paulo |
| | | South Carolina:Tennessee: CharlestonCookeville
| | China: Beijing, Shanghai, Wuxi, Wuhan |
| | | Tennessee:Wisconsin: CookevilleMineral Point, Neillsville
| | France: Quimper |
| | | Wisconsin: Mineral Point, Neillsville
| | Germany: Marktheidenfeld |
| | | | | India: Pune, Daman, Dewas, Pithampur, Rudrapur |
| | | | | Mexico: Ciudad Juarez, San Luis Potosi |
| | | | | South Africa: Pretoria, Johannesburg |
| | | | | South Korea: Suwon |
| | | | | Turkey: IsmirIzmir |
| | | | | U.K.: Darlington, Huddersfield |
Power GenerationSystems | | Indiana:Elkhart, Seymour | | Brazil: Sao Paulo |
| | | Minnesota: Fridley | | China: Wuxi, Wuhan |
| | | | | Germany:New Mexico: IngolstadtClovis
|
| | | | India: Pirangut,Pune, Ahmendnagar, Ranjangaon, Phaltan |
| | | | | Mexico: San Luis Potosi |
| | | | | Romania: Craiova |
| | | | | U.K.:Daventry, Margate, Manston, Stamford |
| | | | Nigeria: Lagos |
In addition, engines and engine components are manufactured by joint ventures or independent licensees at manufacturing plants in the U.S., China India, South Korea, Mexico and Sweden.India.
Distribution Facilities
The principal distribution facilities used bythat serve all of our Distribution and Engine segments are located in the following locations:
|
| | | | |
Segment | | U.S. Facilities | | Facilities Outside the U.S. |
Distribution | | Alaska:California: AnchorageIrvine
| | Australia:Belgium: ScoresbyRumst
|
| | Colorado: Commerce City, Henderson | | Germany:Canada: Gross GerauVancouver
|
| | Kansas:Georgia: WichitaAtlanta
| | India:China: PuneShanghai
|
| | Massachusetts:Kentucky: Dedham
| | Japan: Tokyo
|
| | Missouri: Kansas City
| | Korea: Chonan
|
| | Nebraska: Omaha
| | Russia: Moscow
|
| | New Mexico: FarmingtonWalton
| | Singapore: Singapore SG |
| | New York:Michigan: BronxNew Hudson
| | South Africa: Johannesburg |
| | Oregon:Minnesota: Portland
| | U.K.: Wellingborough
|
| | Pennsylvania: Bristol, HarrisburgWhite Bear Lake
| | United Arab Emirates: Dubai |
| | Utah:Nebraska: Salt Lake CityOmaha
| | |
| | Washington: North Carolina:Renton, Spokane Charlotte
| | |
EnginePennsylvania: Bristol | | |
Tennessee:Memphis | | Belgium: Rumst
|
Texas: Dallas | | | | Singapore: Singapore
|
Headquarters and Other Offices
Our Corporate Headquarters are located in Columbus, Indiana. Additional marketing and operational headquarters are in the following locations:
|
| | |
| U.S. Facilities | | Facilities Outside the U.S. |
Indiana: Columbus, Indianapolis | | China:Brazil: Beijing, Shanghai, WuhanGuarulhos
|
Tennessee: Nashville | | China: Beijing, Shanghai, Wuhan |
| Washington, D.C. | | India: Pune |
Washington DC | | Mexico: San Luis Potosi |
| | Russia: Moscow |
| | South Africa: Johannesburg |
| | 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.
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 15,13, "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) |
| September 30 - November 3, 2013 | | 1,983 |
| | $ | 130.06 |
| | — |
| | 75,555 |
|
| November 4 - December 1, 2013 | | 718,347 |
| | 129.21 |
| | 715,963 |
| | 72,140 |
|
| December 2 - December 31, 2013 | | 7,776 |
| | 135.07 |
| | — |
| | 62,796 |
|
| Total | | 728,106 |
| | $ | 129.28 |
| | 715,963 |
| | |
|
|
| | | | | | | | | | | | | |
| | | 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 3 - November 6 | | 1,335 |
| | $ | 129.78 |
| | — |
| | 90,937 |
|
| November 7 - December 4 | | 269,459 |
| | 131.37 |
| | 246,478 |
| | 68,106 |
|
| December 5 - December 31 | | 4,654 |
| | 142.10 |
| | — |
| | 62,953 |
|
| Total | | 275,448 |
| | 131.55 |
| | 246,478 |
| | |
|
(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 the 2012our Board of Directors authorized $1 billion share repurchase program.programs.
(2) These values reflect the sum of shares held in loan status under our Key Employee Stock Investment Plan. The repurchase programprograms authorized by the Board of Directors doesdo not limit the number of shares that may be purchased and waswere excluded from this column. The dollar value remaining available for future purchases under such programs as of December 31, 2016, was $1.5 billion.
In February 2011, theDecember 2016, our Board of Directors authorized the acquisition of an additionalup to $1 billion of ouradditional common stock beginning in 2011.upon completion of the 2015 repurchase plan. In 2013, we completed this authorization, purchasing the remaining $226 million or 2.0 million shares. We acquired $256 million or 2.6 million shares and $518 million or 5.3 million shares in 2012 and 2011, respectively.
In December 2012, theNovember 2015, our Board of Directors authorized the acquisition of an additionalup to $1 billion of ouradditional common stock upon the completion of the 20112014 repurchase program. In 2013,plan. During the three months ended December 31, 2016, we acquired $155repurchased $33 million or 1.3 million shares of our common stock leaving $845 million available for purchase under this new authorization atthe 2015 Board of Directors authorized plan.
During the three months ended December 31, 2013.
During the fourth quarter of 2013,2016, we repurchased 12,14328,970 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 itstheir initial five-year period for an additional five-year period. Participants must hold shares for a minimum of six months from date of purchase and afterpurchase. 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.
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. Our peer group includes BorgWarner Inc, Caterpillar, Inc., Daimler AG, Danaher Corporation, Deere & Company, Donaldson Company Inc., Eaton Corporation, Emerson Electric Co., W.W. Grainger Inc., Honeywell International, Illinois Tool Works Inc., Ingersoll-Rand Company Ltd., 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, 20082011
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31, 20132016
ITEM 6. Selected Financial Data
The selected financial information presented below for each of the last five years ended December 31, beginning with 2013,2016, 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 | | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 |
| For the years ended December 31, | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 17,301 |
| | $ | 17,334 |
| | $ | 18,048 |
| | $ | 13,226 |
| | $ | 10,800 |
| | $ | 17,509 |
| | $ | 19,110 |
| | $ | 19,221 |
| | $ | 17,301 |
| | $ | 17,334 |
|
| U.S. percentage of sales | | 48 | % | | 47 | % | | 41 | % | | 36 | % | | 48 | % | | 54 | % | | 56 | % | | 52 | % | | 48 | % | | 47 | % |
| Non-U.S. percentage of sales | | 52 | % | | 53 | % | | 59 | % | | 64 | % | | 52 | % | | 46 | % | | 44 | % | | 48 | % | | 52 | % | | 53 | % |
Gross margin | | 4,383 |
| | 4,508 |
| | 4,589 |
| | 3,168 |
| | 2,169 |
| | 4,452 |
| | 4,947 |
| | 4,861 |
| | 4,280 |
| | 4,416 |
|
| Research, development and engineering expenses | | 713 |
| | 728 |
| | 629 |
| | 414 |
| | 362 |
| | 636 |
| | 735 |
| | 754 |
| | 713 |
| | 728 |
|
| Equity, royalty and interest income from investees | | 361 |
| | 384 |
| | 416 |
| | 351 |
| | 214 |
| | 301 |
| | 315 |
| | 370 |
| | 361 |
| | 384 |
|
Interest expense | | 41 |
| | 32 |
| | 44 |
| | 40 |
| | 35 |
| | 69 |
| | 65 |
| | 64 |
| | 41 |
| | 32 |
|
Net income attributable to Cummins Inc.(1)(3) | | 1,483 |
| | 1,645 |
| | 1,848 |
| | 1,040 |
| | 428 |
| | 1,394 |
| | 1,399 |
| | 1,651 |
| | 1,483 |
| | 1,645 |
|
| Earnings per share attributable to Cummins Inc. | | | | | | | | | | | |
| Earnings per common share attributable to Cummins Inc. | | | | | | | | | | | |
| Basic | | $ | 7.93 |
| | $ | 8.69 |
| | $ | 9.58 |
| | $ | 5.29 |
| | $ | 2.17 |
| | $ | 8.25 |
| | $ | 7.86 |
| | $ | 9.04 |
| | $ | 7.93 |
| | $ | 8.69 |
|
| Diluted | | 7.91 |
| | 8.67 |
| | 9.55 |
| | 5.28 |
| | 2.16 |
| | 8.23 |
| | 7.84 |
| | 9.02 |
| | 7.91 |
| | 8.67 |
|
| Cash dividends declared per share | | 2.25 |
| | 1.80 |
| | 1.325 |
| | 0.875 |
| | 0.70 |
| | 4.00 |
| | 3.51 |
| | 2.81 |
| | 2.25 |
| | 1.80 |
|
| Net cash provided by operating activities | | $ | 2,089 |
| | $ | 1,532 |
| | $ | 2,073 |
| | $ | 1,006 |
| | $ | 1,137 |
| | $ | 1,935 |
| | $ | 2,059 |
| | $ | 2,266 |
| | $ | 2,089 |
| | $ | 1,532 |
|
| Capital expenditures | | 676 |
| | 690 |
| | 622 |
| | 364 |
| | 310 |
| | 531 |
| | 744 |
| | 743 |
| | 676 |
| | 690 |
|
| At December 31, | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 2,699 |
| | $ | 1,369 |
| | $ | 1,484 |
| | $ | 1,023 |
| | $ | 930 |
| | $ | 1,120 |
| | $ | 1,711 |
| | $ | 2,301 |
| | $ | 2,699 |
| | $ | 1,369 |
|
| Total assets | | 14,728 |
| | 12,548 |
| | 11,668 |
| | 10,402 |
| | 8,816 |
| | 15,011 |
| | 15,134 |
| | 15,764 |
| | 14,728 |
| | 12,548 |
|
Long-term debt(2) | | 1,672 |
| | 698 |
| | 658 |
| | 709 |
| | 637 |
| | 1,568 |
| | 1,576 |
| | 1,577 |
| | 1,672 |
| | 698 |
|
Total equity(3)(4) | | 7,870 |
| | 6,974 |
| | 5,831 |
| | 4,996 |
| | 4,020 |
| | 7,174 |
| | 7,750 |
| | 8,093 |
| | 7,870 |
| | 6,974 |
|
(1)We revised the classification of certain amounts for "Cost of sales" and "Selling, general and administrative expenses" for 2013 and 2012. Certain activities that were previously classified in "Selling, general and administrative expenses" are now classified as "Cost of sales." The reclassifications for the years ended December 31, 2013 and 2012, were $103 million and $92 million, respectively. The revision had no impact on reported net income, cash flows or the balance sheet.
(2) 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.
(3) For the year ended December 31, 2016, consolidated net income 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, consolidated net income 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, consolidated net income included $32 million of restructuring and other charges ($21 million after-tax) for operating actions related to the Power Systems segment. For the year ended December 31, 2012, consolidated net income included $52 million of restructuring and other charges ($35 million after-tax), a $6 million gain ($4 million after-tax) related to adjustments from our 2011 divestitures and a $20 million charge ($12 million after-tax) related to legal matters.
(4) For the yearyears ended December 31, 2011, consolidated net income included a $68 million gain ($37 million after-tax) related to the disposition of certain assets2016, 2015, 2014, 2013 and liabilities of our exhaust business and a $53 million gain ($33 million after-tax) recorded for the disposition of certain assets and liabilities of our light-duty filtration business, both from the Components segment, and a $38 million gain ($24 million after-tax) related to flood damage recoveries from the insurance settlement related to a June 2008 flood in Southern Indiana. For the year ended December 31, 2010, consolidated net income included $32 million in Brazil tax recoveries ($21 million after-tax) and $2 million in flood damage expenses. For the year ended December 31, 2009, consolidated net income included $99 million in restructuring and other charges ($65 million after-tax) and a gain of $12 million related to flood damage recoveries.
(2) In September 2013, we issued $1 billion of senior unsecured debt.
(3) In 2013, 2012, 2011 and 2010, we recorded non-cash charges (credits) to equity of $65 million, $63 million, $78 million, $(102) million $83 million, $96 million and $(125)$83 million, respectively, to record net actuarial losses (gains) associated with the valuation of our pension plans. ThesesThese 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, 2016, 2015, 2014, 2013 and 2012, we recorded non-cash charges (credits) to equity of $431 million, $290 million, $227 million, $18 million and $(37) million, respectively, to record unrealized losses (gains) associated with the foreign currency translation adjustments.
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
20142017 Outlook
Results of Operations
Restructuring and Other Charges
Operating Segment Results
Liquidity and Capital Resources
Contractual Obligations and Other Commercial Commitments
Application of Critical Accounting Estimates
Recently AdoptedIssued 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 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, Chrysler Group, LLC (Chrysler), Volvo AB, Komatsu, Navistar International Corporation Aggreko plc, Ford Motor Company and MAN Nutzfahrzeuge AG.Fiat Chrysler Automobiles. We serve our customers through a network of overapproximately 600 company-ownedwholly-owned and independent distributor locations and over 6,8007,400 dealer locations in more than 190 countries and territories.
Our reportable operating segments consist of the following: Engine, Distribution, Components and Power Generation and Distribution.Systems. This reporting structure is organized according to the products and markets each segment serves and allows management to focus its efforts on providing enhanced service to a wide range of customers.serves. The Engine segment produces engines (15 liters and less in size) and associated parts for sale to customers in on-highway and various industrialoff-highway markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, mining, agriculture, marine, oilpower generation systems and gas, rail and military equipment. The Components segment sells filtration products, aftertreatment systems, turbochargers and fuel systems. The Power Generation segment is an integrated provider of power systems, which sells engines, generator sets and alternators.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 and fuel systems. 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 and marine), 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, and 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 sales and pricing of our products.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 declined 8 percent in 2016 compared to 2015, primarily due to lower demand in most global on-highway markets, decreased demand in most global power generation markets, unfavorable foreign currency fluctuations and lower demand in most global high-horsepower industrial markets, partially offset by sales increases related to the consolidation of North American distributors since December 31, 2014 and an increase in light-duty automotive sales primarily due to new sales for the Nissan pick-up platform launched in the second half of 2015. Revenue in the U.S. and Canada declined by 12 percent
Worldwide revenuesprimarily due to decreased demand in 2013 were down slightly comparedthe North American on-highway markets, lower organic sales in our distribution markets and unfavorable demand in the industrial oil and gas and construction markets, partially offset by increased Distribution segment sales related to 2012, asthe consolidation of North American distributors and an increase in light-duty automotive sales primarily due to new sales for the Nissan pick-up platform launched in the second half of 2015. Continued global economic uncertainty continued duringweakness in 2016 negatively impacted our international revenues (excludes the period. International revenuesU.S. and Canada), which declined by 42 percent, with sales down or relatively flat in most of our markets, especially in South America, the Middle East, U.K., Singapore and Mexico. The decline in international marketssales was primarily due to declines in the off-highway mining market with reduced unit shipments of 37 percent, reduced demand in themost international power generation markets, and unfavorable foreign currency fluctuations. These declines were partially offset by an increase in Components segmentimpacts of 4 percent of international sales reflecting a full year of sales from Hilite Germany GmbH (Hilite), which was acquired(primarily in the third quarter of 2012British pound, Chinese renminbi, Indian rupee, Brazilian real, South African rand and growth in the construction and medium-duty Brazilian truck markets, resulting in higher engine and component demand. Revenue in the U.S. and Canada improved by 3 percent, which reflected the consolidation of three partially-owned North American distributors since June 2012 and improved demand within the Components segment emission solutions business from on-highway OEM and aftermarket products and medium-duty truck customers. Revenues also increased in the Power Generation segment power products business as the result of increasedAustralian dollar), decreased demand in North America. These increases were mostly offsethigh-horsepower industrial markets led by reduceddeclines in marine and mining, lower demand in distribution markets in Asia Pacific, Africa and the Middle East and lower demand in the on-highway heavy-duty truckmarkets in Brazil and medium-duty bus markets, as well as the off-highway mining and oil and gas markets to which unit shipments declined 15 percent, 25 percent, 30 percent and 37 percent, respectively, compared to last year.
Slow growth in the U.S. economy continued to suppress business capital expenditures in 2013, thus impacting demand for truck and power generation equipment. The governments of China and India have tried to control inflation through tight monetary policies in the form of rising interest rates and tightening access to credit. Brazil began to tighten its monetary policies in the second half of 2013. Tightening monetary policies could create headwinds in our end markets. The European economy remains stagnant and uncertain; however, demand for engines and components in Euro zone countries stabilized somewhat during 2013. Although we do not have any significant direct exposure to European sovereign debt, we generated approximately 8 percent of our net sales from Euro zone countries in both 2013 and 2012.
Mexico.
The following table contains sales and EBIT (defined as earnings before interest expense, taxesincome tax expense and noncontrolling interests)interests (EBIT) results by operating segment for the years ended December 31, 20132016 and 2012. Refer to2015. 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 income before taxes.
consolidated net income.
Operating Segments
| | | | | 2013 | | 2012 | | Percent change | | 2016 | | 2015 | | Percent change |
| | | | | Percent of Total | | | | | | Percent of Total | | | | 2013 vs. 2012 | | | | Percent of Total | | | | | | Percent of Total | | | | 2016 vs. 2015 |
| In millions | | Sales | | EBIT | | Sales | | EBIT | | Sales | | EBIT | | Sales | | EBIT | | Sales (1) | | EBIT (1) | | Sales | | EBIT |
| Engine | | $ | 10,013 |
| | 58 | % | | $ | 1,041 |
| | $ | 10,733 |
| | 62 | % | | $ | 1,248 |
| | (7 | )% | | (17 | )% | | $ | 7,804 |
| | 45 | % | | $ | 686 |
| (2) | $ | 8,670 |
| | 45 | % | | $ | 636 |
| (2)(3)(4) | (10 | )% | | 8 | % |
| Distribution | | | 6,181 |
| | 35 | % | | 392 |
| | 6,229 |
| | 33 | % | | 412 |
| (4) | (1 | )% | | (5 | )% |
| Components | | 4,342 |
| | 25 | % | | 527 |
| | 4,012 |
| | 23 | % | | 426 |
| | 8 | % | | 24 | % | | 4,836 |
| | 28 | % | | 641 |
| | 5,172 |
| | 27 | % | | 727 |
| (3)(4) | (6 | )% | | (12 | )% |
| Power Generation | | 3,031 |
| | 18 | % | | 218 |
| | 3,268 |
| | 19 | % | | 285 |
| | (7 | )% | | (24 | )% | |
| Distribution | | 3,749 |
| | 22 | % | | 388 |
| | 3,277 |
| | 19 | % | | 369 |
| | 14 | % | | 5 | % | |
| Power Systems | | | 3,517 |
| | 20 | % | | 263 |
| | 4,067 |
| | 21 | % | | 335 |
| (4) | (14 | )% | | (21 | )% |
| Intersegment eliminations | | (3,834 | ) | | (23 | )% | | — |
| | (3,956 | ) | | (23 | )% | | — |
| | (3 | )% | | — |
| | (4,829 | ) | | (28 | )% | | — |
| | (5,028 | ) | | (26 | )% | | — |
| | (4 | )% | | — |
|
| Non-segment | | — |
| | — |
| | (14 | ) | | — |
| | — |
| | (25 | ) | | — |
| | (44 | )% | | — |
| | — |
| | 17 |
| | — |
| | — |
| | (20 | ) | (4) | — |
| | NM |
|
| Total | | $ | 17,301 |
| | 100 | % | | $ | 2,160 |
| | $ | 17,334 |
| | 100 | % | | $ | 2,303 |
| | — |
| | (6 | )% | | $ | 17,509 |
| | 100 | % | | $ | 1,999 |
| | $ | 19,110 |
| | 100 | % | | $ | 2,090 |
| | (8 | )% | | (4 | )% |
"NM" - not meaningful information
(1) Sales and EBIT numbers were adjusted for the segment reorganization. See Note 21, "OPERATING SEGMENTS," to the Consolidated Financial Statements for additional information.
(2) The years ended December 31, 2016 and 2015, included $138 million and $60 million for loss contingency charges, respectively.See the "Results of Operations" section for additional information.
(3) The year ended December 31, 2015, included an impairment of light-duty diesel assets for the Engine and Components segments of $202 million and $9 million, respectively. See the "Results of Operations" section for additional information.
(4) The year ended December 31, 2015, included $90 million of restructuring actions and other charges which were re-allocated in conjunction with our segment realignment. Restructuring actions and other charges for the Engine, Distribution, Components, Power Systems and Non-segment segments were $17 million, $23 million, $13 million, $26 million and $11 million, respectively. See the "Results of Operations" section for additional information.
Net income attributable to Cummins Inc. for 20132016 was $1,483 million,$1.39 billion, or $7.91$8.23 per diluted share, on sales of $17.3$17.5 billion, compared to 20122015 net income attributable to Cummins Inc. of $1,645 million,$1.40 billion, or $8.67$7.84 per diluted share, on sales of $17.3$19.1 billion. 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. The decrease in incomegross margin was primarily due to lower volumes, unfavorable mix and earnings per share was driven mainlyunfavorable foreign currency fluctuations (primarily in the Brazilian real, South African rand and Canadian dollar), partially offset by lower grossmaterial and commodity costs, improved Distribution segment margins related to the acquisition of North American distributors since December 31, 2014 and lower equity, royalty and interest income from investees, higher operating expenses and a higher effective tax rate of 25.1 percent versus 23.5 percent in 2012.warranty expense. Diluted earnings per share for 20132016 benefited $0.06$0.26 per share from lower shares outstanding, primarily due to purchases under the stock repurchase program.
In December 2013, we acquired the remaining 35 percent interest in Cummins Western Canada LP (Western Canada) for a total consideration of $34 million. In May 2013, we acquired the remaining 67 percent interest in Cummins Rocky Mountain LLC (Rocky Mountain) for total consideration of approximately $136 million. In January 2013, we acquired an additional 29.99 percent interest in Cummins Northwest LLC (Northwest), followed by the remaining 20.01 percent interest in July 2013, for total consideration of approximately $22 million.
We generated $2.1 billion$1,935 million of operating cash flows in 2013,2016, compared to $1.5 billion$2,059 million in 2012. Refer to2015. See the section titled "Operating Activities""Cash Flows" in the "Liquidity and Capital Resources" section for a discussion of items impacting cash flows.
In February 2011, the Board of Directors approved a share repurchase program and authorized the acquisition of up to $1 billion of our common stock. In June 2013, we repurchased the remaining $226 million of common stock to complete this authorization. In December 2012, the2016, our Board of Directors authorized the acquisition of up to $1 billion of additional common stock upon completion of the 20112015 repurchase plan. We purchased $155During 2016, we repurchased $778 million, or 7.3 million shares of common stock. In 2016, we entered into an accelerated share repurchase agreement with a third party financial institution to repurchase $500 million of our common stock during 2013 under this new plan.our previously announced share repurchase plans and received 4.7 million shares at an average purchase price of $105.50 per share. See Note 13, "SHAREHOLDERS' EQUITY," to the Consolidated Financial Statements for additional information.
In July 2013,
During 2016, we paid $109 million to acquire the Board of Directors authorized a dividend increase of 25 percent from $0.50 per share to $0.625 per share on a quarterly basis effectiveremaining interest in the third quarter. last two partially owned North American distributors, including the related debt retirements, and recognized a total gain of $15 million on the fair value adjustment resulting from the acquisition of the controlling interest in the previously unconsolidated entity. See Note 18, "ACQUISITIONS," to the Consolidated Financial Statements for additional information.
Our debt to capital ratio (capital is(total capital defined as debt plus equity) at December 31, 2013,2016, was 18.120.6 percent, compared to 10.017.5 percent at December 31, 2012. As2015. The increase was due to higher total debt, as a result of the date of filing of this Annual Report on Form 10-K,commercial paper program added in 2016, and a net decrease in shareholders' equity. At December 31, 2016, we had an 'A' credit rating with a 'Stable' outlook from Standard & Poor’s Rating Services, an 'A' credit rating and a 'Stable' outlook from Fitch Ratings and an 'A3' credit rating with a 'Stable' outlook from Moody’s Investors Service, Inc. In addition to our $2.8$1.4 billion in cash and marketable securities on hand we have sufficientand 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 |
| Fitch Ratings | | A | | F1 | | Stable |
| Moody’s Investors Service, Inc. | | A2 | | P1 | | Stable |
On September 16, 2013, we filedIn July 2016, our Board of Directors authorized an automatic shelf registration for an undetermined amountincrease to our quarterly dividend of debt and equity securities. In September 2013, we issued $1 billion aggregate principal amount of senior notes consisting of $500 million aggregate principal amount of 3.65% senior unsecured notes due in 2023 and $500 million aggregate principal amount of 4.875% senior unsecured notes due in 2043.5.1 percent from $0.975 per share to $1.025 per share.
On September 17, 2013, we announced our intention to acquire the equity that we do not already own in most of our partially-owned United States and Canadian distributors over the next three to five years.
Our global pension plans, including our unfunded and non-qualified plans, were 107110 percent funded at year-end 2013.December 31, 2016. Our U.S. qualified plan,plans, which representsrepresent approximately 5556 percent of the worldwide pension obligation, was 121were 118 percent funded and our United Kingdom (U.K.) plan was 106U.K. plans were 121 percent funded. Asset returns in 2013 for the U.S. qualified plan was 7.6 percent while the year-end 2013 discount rate was 4.8 percent, up 0.85 percentage points from the 2012 discount rate of 3.95 percent. We expect to contribute $205approximately $134 million of cash to our global pension plans in 2014. We do not have a required minimum pension contribution obligation for our U.S. plans in 2014. We expect pension and other postretirement benefit cost in 2014 to decrease by approximately $36 million pre-tax, or $0.12 per diluted share, when compared to 2013. Refer to2017. See application of critical accounting estimates within MD&A and Note 12,8, "PENSION AND OTHER POSTRETIREMENT BENEFITS," to the Consolidated Financial Statements, for additional information concerning our pension and other post-retirement benefit plans.
2014 OUTLOOKIn 2016, we recorded additional charges of $138 million for an existing loss contingency. See Note 12, "COMMITMENTS AND CONTINGENCIES," to the Consolidated Financial Statements for additional information.
The global economy continued to experience uncertainty throughout 2013, negatively impacting many international and some North American markets. These impacts were partially offset by improvements in North America primarily due to Distribution segment sales related to the consolidation of three partially-owned North American distributors since June 2012 and improved demand within the Components segment emission solutions business for on-highway OEM and aftermarket products. Economies in emerging markets, including China and India slowed during 2013 which negatively impacted a number of our end markets, especially the off-highway mining market and the power generation markets.2017 OUTLOOK
We currently expectOur outlook reflects the following positive trends in 2014:
Market share gains in the North America medium-duty truck market are expected to continue in 2014 and should positively impact sales in both the Engine and Components segments.
We plan to continue acquiring our partially-owned North American distributors, which which will increase our Distribution segment revenues.
The new Euro VI regulations, effective January 1, 2014, are expected to positively impact sales for aftertreatment products and increase our customer base in Europe.
We currently expect the following challenges to our business that may reducewe expect could impact our revenue and earnings potential in 2014:2017:
Demand for pick-up trucks in North America may remain strong.
On-highway markets in India may improve.
Industry production of heavy-duty trucks in North America may decline.
Power generation markets are expected tomay remain weak.
DemandIndustry production of medium-duty trucks in most endNorth America may decline.
North American construction markets may weaken.
Weak economic conditions in India is expectedBrazil may continue to remain weak.
Demand in certain European markets could remain weak due to continued economic uncertainty.
Growth in emerging markets could be negatively impacted if emission regulations are not strictly enforced.impact demand across our businesses.
Foreign currency volatility could continue to put pressure on earnings.our results.
North American oilMarket demand may remain weak in industrial engine and gasglobal mining markets.
Demand in a number of important markets has been weak or declining for a number of years, below replacement levels, and we expect that demand will improve over time, as in prior economic cycles. We are expectedwell-positioned to remain weak.benefit when market conditions improve.
Domestic and international mining markets could continue to deteriorate if commodity prices weaken.
Long-Term
We believe that, over the longer term, there will be economic improvements in most of our current markets and that our opportunities for long-term profitable growth will continue in the future as the result of the following four macroeconomic trends that will benefit our businesses:
tightening emissions controls across the world;
infrastructure needs in emerging markets;
energy availability and cost issues and
globalization of industries like ours.
RESULTS OF OPERATIONS
| | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions (except per share amounts) | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| NET SALES | | $ | 17,301 |
| | $ | 17,334 |
| | $ | 18,048 |
| | $ | (33 | ) | | — | % | | $ | (714 | ) | | (4 | )% | | $ | 17,509 |
| | $ | 19,110 |
| | $ | 19,221 |
| | $ | (1,601 | ) | | (8 | )% | | $ | (111 | ) | | (1 | )% |
| Cost of sales | | 12,918 |
| | 12,826 |
| | 13,459 |
| | (92 | ) | | (1 | )% | | 633 |
| | 5 | % | | 13,057 |
| | 14,163 |
| | 14,360 |
| | 1,106 |
| | 8 | % | | 197 |
| | 1 | % |
| GROSS MARGIN | | 4,383 |
| | 4,508 |
| | 4,589 |
| | (125 | ) | | (3 | )% | | (81 | ) | | (2 | )% | | 4,452 |
| | 4,947 |
| | 4,861 |
| | (495 | ) | | (10 | )% | | 86 |
| | 2 | % |
| OPERATING EXPENSES AND INCOME | | | | | | | | | | |
| | | |
|
| | | | | | | | | | |
| | | |
|
|
| Selling, general and administrative expenses | | 1,920 |
| | 1,900 |
| | 1,837 |
| | (20 | ) | | (1 | )% | | (63 | ) | | (3 | )% | | 2,046 |
| | 2,092 |
| | 2,095 |
| | 46 |
| | 2 | % | | 3 |
| | — | % |
| Research, development and engineering expenses | | 713 |
| | 728 |
| | 629 |
| | 15 |
| | 2 | % | | (99 | ) | | (16 | )% | | 636 |
| | 735 |
| | 754 |
| | 99 |
| | 13 | % | | 19 |
| | 3 | % |
| Equity, royalty and interest income from investees | | 361 |
| | 384 |
| | 416 |
| | (23 | ) | | (6 | )% | | (32 | ) | | (8 | )% | | 301 |
| | 315 |
| | 370 |
| | (14 | ) | | (4 | )% | | (55 | ) | | (15 | )% |
| Gain on sale of businesses | | — |
| | 6 |
| | 121 |
| | (6 | ) | | (100 | )% | | (115 | ) | | (95 | )% | |
| Other operating income (expense), net | | (10 | ) | | (16 | ) | | 21 |
| | 6 |
| | (38 | )% | | (37 | ) | | NM |
| |
| Loss contingency charges | | | 138 |
| | 60 |
| | — |
| | (78 | ) | | NM |
| | (60 | ) | | NM |
|
| Impairment of light-duty diesel assets | | | — |
| | 211 |
| | — |
| | 211 |
| | NM |
| | (211 | ) | | NM |
|
| Restructuring actions and other charges | | | — |
| | 90 |
| | — |
| | 90 |
| | NM |
| | (90 | ) | | NM |
|
| Other operating expense, net | | | (5 | ) | | (17 | ) | | (17 | ) | | 12 |
| | 71 | % | | — |
| | — | % |
| OPERATING INCOME | | 2,101 |
| | 2,254 |
| | 2,681 |
| | (153 | ) | | (7 | )% | | (427 | ) | | (16 | )% | | 1,928 |
| | 2,057 |
| | 2,365 |
| | (129 | ) | | (6 | )% | | (308 | ) | | (13 | )% |
| Interest income | | 27 |
| | 25 |
| | 34 |
| | 2 |
| | 8 | % | | (9 | ) | | (26 | )% | | 23 |
| | 24 |
| | 23 |
| | (1 | ) | | (4 | )% | | 1 |
| | 4 | % |
| Interest expense | | 41 |
| | 32 |
| | 44 |
| | (9 | ) | | (28 | )% | | 12 |
| | 27 | % | | 69 |
| | 65 |
| | 64 |
| | (4 | ) | | (6 | )% | | (1 | ) | | (2 | )% |
| Other income (expense), net | | 32 |
| | 24 |
| | — |
| | 8 |
| | 33 | % | | 24 |
| | 100 | % | |
| Other income, net | | | 48 |
| | 9 |
| | 110 |
| | 39 |
| | NM |
| | (101 | ) | | (92 | )% |
| INCOME BEFORE INCOME TAXES | | 2,119 |
| | 2,271 |
| | 2,671 |
| | (152 | ) | | (7 | )% | | (400 | ) | | (15 | )% | | 1,930 |
| | 2,025 |
| | 2,434 |
| | (95 | ) | | (5 | )% | | (409 | ) | | (17 | )% |
| Income tax expense | | 531 |
| | 533 |
| | 725 |
| | 2 |
| | — | % | | 192 |
| | 26 | % | | 474 |
| | 555 |
| | 698 |
| | 81 |
| | 15 | % | | 143 |
| | 20 | % |
| CONSOLIDATED NET INCOME | | 1,588 |
| | 1,738 |
| | 1,946 |
| | (150 | ) | | (9 | )% | | (208 | ) | | (11 | )% | | 1,456 |
| | 1,470 |
| | 1,736 |
| | (14 | ) | | (1 | )% | | (266 | ) | | (15 | )% |
| Less: Net income attributable to noncontrolling interests | | 105 |
| | 93 |
| | 98 |
| | (12 | ) | | (13 | )% | | 5 |
| | 5 | % | | 62 |
| | 71 |
| | 85 |
| | 9 |
| | 13 | % | | 14 |
| | 16 | % |
NET INCOME ATTRIBUTABLE TO CUMMINS INC. | | $ | 1,483 |
| | $ | 1,645 |
| | $ | 1,848 |
| | $ | (162 | ) | | (10 | )% | | $ | (203 | ) | | (11 | )% | | $ | 1,394 |
| | $ | 1,399 |
| | $ | 1,651 |
| | $ | (5 | ) | | — | % | | $ | (252 | ) | | (15 | )% |
| Diluted earnings per common share attributable to Cummins Inc. | | $ | 7.91 |
| | $ | 8.67 |
| | $ | 9.55 |
| | $ | (0.76 | ) | | (9 | )% | | $ | (0.88 | ) | | (9 | )% | | $ | 8.23 |
| | $ | 7.84 |
| | $ | 9.02 |
| | $ | 0.39 |
| | 5 | % | | $ | (1.18 | ) | | (13 | )% |
"NM" - not meaningful information
| | | | | | | | | | | Favorable/(Unfavorable)Percentage Points | | | | | | | | Favorable/(Unfavorable) Percentage Points |
| Percent of sales | | 2013 | | 2012 | | 2011 | | 2013 vs. 2012 | | 2012 vs. 2011 | | 2016 | | 2015 | | 2014 | | 2016 vs. 2015 | | 2015 vs. 2014 |
| Gross margin | | 25.3 | % | | 26.0 | % | | 25.4 | % | | (0.7 | ) | | 0.6 |
| | 25.4 | % | | 25.9 | % | | 25.3 | % | | (0.5 | ) | | 0.6 |
| Selling, general and administrative expenses | | 11.1 | % | | 11.0 | % | | 10.2 | % | | (0.1 | ) | | (0.8 | ) | | 11.7 | % | | 10.9 | % | | 10.9 | % | | (0.8 | ) | | — |
| Research, development and engineering expenses | | 4.1 | % | | 4.2 | % | | 3.5 | % | | 0.1 |
| | (0.7 | ) | | 3.6 | % | | 3.8 | % | | 3.9 | % | | 0.2 |
| | 0.1 |
20132016 vs. 20122015
Net Sales
Net sales decreased slightly$1.6 billion versus 2012 and was2015, primarily driven by the following:
Engine segment sales decreased by 710 percent primarily due to lower demand in the power generation markets, weaker demand in the North American heavy-duty truckand medium-duty on-highway markets and continued weaknesslower demand in industrial demand, primarilymost North American off-highway markets, partially offset by increased sales in off-high-way mining markets.the light-duty automotive market.
Power GenerationSystems segment sales decreased by 714 percent primarily due to lower demand in all product lines and decreased sales in most regions with the power solutions business,largest declines in North America, Asia, China, Latin America, the Middle East, Africa and Western Europe.
Components segment sales decreased 6 percent primarily in the U.K., anddue to lower demand in the power systems and the alternators businessesmost lines of business, principally in internationalNorth American on-highway markets, partially offset by improvementshigher demand in the North American power product business.China.
Foreign currency fluctuations unfavorably impacted sales by 1 percent.
The decreases were partially offset by the following:
Distribution segment sales increased by 14approximately 2 percent primarily due to incremental sales in 2013 related to the consolidation of partially-owned North American distributors since June 2012.British pound, Chinese renminbi, Indian rupee, Brazilian real, South African rand, Canadian dollar and Australian dollar.
Components segmentSales to international markets (excluding the U.S. and Canada), based on location of customers, were 42 percent of total net sales increased by 8in 2016, compared with 39 percent due to increasedof total net sales within the emission solutions business, mainly related to improved on-highway OEM and aftermarket demand in North America, a full year of sales from Hilite which was acquired in the third quarter of 2012, 2013 pre-buy activity in anticipation of the Euro VI emission standards and growth in the medium-duty Brazilian truck market resulting in improved aftertreatment demand.2015.
A more detailed discussion of sales by segment is presented in the "OPERATING SEGMENT RESULTS""Operating Segment Results" section.
Sales to international markets (excluding the U.S. and Canada) were 48 percent of total net sales in 2013, compared with 49 percent of total net sales in 2012.
Gross Margin
Gross margin decreased by $125$495 million and 0.5 points as a percentage of sales, decreased by 0.7 percentage points. The decrease in gross margin as a percentage of sales was primarily due to a declinelower volumes, unfavorable mix and unfavorable foreign currency fluctuations (primarily in demand for high-horsepower enginesthe Brazilian real, South African rand and gensets,Canadian dollar), partially offset by improved price realization, lower material and commodity costs, improved Distribution segment margins related to the acquisition of North American distributors since December 31, 2014 and the absence of 2012 restructuring charges of $29 million.lower warranty expense.
The provision for warranties issued, excluding campaigns, as a percentage of sales was 2.11.7 percent in both 20132016 and 2012.1.8 percent in 2015. A more detailed discussion of margin by segment is presented in the "OPERATING SEGMENT RESULTS""Operating Segment Results" section.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increaseddecreased $46 million, primarily due to incremental costs in 2013 related to the acquisition of partially owned North American distributors since June 2012. These costs primarily contributed to increasedlower compensation and related expenses of $52$56 million and increased variable compensationas a result of $5 million, partially offset by lower consultingrestructuring actions taken in the fourth quarter of $24 million, the absence of 2012 restructuring charges of $20 million and reduced discretionary spending. Higher compensation expense was primarily due to increased headcount to support our strategic growth initiatives.2015. Compensation and related expenses include salaries, fringe benefits and fringe benefits.variable compensation. Overall, selling, general and administrative expenses, as a percentage of sales, increased to 11.111.7 percent in 20132016 from 11.010.9 percent in 2012.2015.
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 of $30 million and decreased engineering program spending of $23 million, partially offset by increases of $44 million in compensation related expenses. Higher compensation expense was primarily due to increased headcount to support our strategic growth initiatives. Compensation and related expenses include salaries and fringe benefits. Research, development and engineering expenses in 2012 also included restructuring charges of $3 million. Overall, research, development and engineering expenses, as a percentage of sales, decreased to 4.13.6 percent in 20132016 from 4.23.8 percent in 2012.2015. 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 primarily due to the following:
|
| | | |
| In millions | 2013 vs. 2012 Increase/(Decrease) |
| North American distributors | $ | (18 | ) |
| Cummins Westport, Inc. | (10 | ) |
| Beijing Foton Cummins Engine Co., Ltd. (Heavy-duty) | (8 | ) |
| Beijing Foton Cummins Engine Co., Ltd. (Light-duty) | 12 |
|
| Tata Cummins, Ltd. | (6 | ) |
| Dongfeng Cummins Engine Company, Ltd. | 11 |
|
| All other | (3 | ) |
| Cummins share of net income | (22 | ) |
| Royalty and interest income | (1 | ) |
| Equity, royalty and interest income from investees | $ | (23 | ) |
The decreases above were$14 million, primarily due to the consolidation of the partially-owned North American distributors acquired in 2013, unfavorable warranty accruals at Cummins Westport, Inc., an impairment charge of an equity investment within the Power Generation segment$12 million and additional start-up costslower earnings at Beijing Foton Cummins Engine Co., Ltd. (Heavy-duty),of$10 million, partially offset by increased demandhigher earnings at Beijing Foton Cummins Engine Co., Ltd (Light-duty) and Dongfeng Cummins Engine Company, Ltd.other joint ventures.
Loss Contingency Charges
AsIn 2016, we execute our planrecorded charges of $138 million in addition to acquire partially-owned distributors over the next three to five years, equity earnings2015 charge of $60 million for our North American distributors will continue to decrease.a loss contingency. See Note 12, "COMMITMENTS AND CONTINGENCIES," to the2 Consolidated Financial Statements, “ for additional information.
Impairment of Light-duty Diesel Assets
ACQUISITIONS AND DIVESTITURES,”In 2015, we recognized an impairment charge of $211 million on our light-duty assets. See Note 19, "IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS," to the Consolidated Financial Statements for furtheradditional information.
Gain on SaleRestructuring Actions and Other Charges
In 2015, we incurred a charge of Businesses
In$90 million which included $86 million for the second quarter of 2012, we recorded an additional $6 million gain ($4 million after-tax)severance costs related to final purchase price adjustmentsboth voluntary and involuntary terminations and $4 million for our 2011 divestitures. The gain was excluded from segment results as it was not considered in our evaluation of operating resultsasset impairments and other charges. See Note 20, "RESTRUCTURING ACTIONS AND OTHER CHARGES," to the Consolidated Financial Statements for the year ended December 31, 2012.additional information.
Other Operating Income (Expense),Expense, Net
Other operating income (expense),expense, net was as follows:
|
| | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2013 | | 2012 |
| Loss on write off of assets | | $ | (14 | ) | | $ | (6 | ) |
| Amortization of intangible assets | | (11 | ) | | (8 | ) |
| Royalty expense | | (4 | ) | | (3 | ) |
| Legal matters | | (2 | ) | | (20 | ) |
| Gain (loss) on sale of fixed assets | | 1 |
| | 4 |
|
| Royalty income | | 20 |
| | 18 |
|
| Other, net | | — |
| | (1 | ) |
| Total other operating income (expense), net | | $ | (10 | ) | | $ | (16 | ) |
|
| | | | | | | | |
| | | 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 expense, net | | $ | (5 | ) | | $ | (17 | ) |
Interest Income
Interest income was relatively flat compared to 2012.2015.
Interest Expense
Interest expense increased $4 million versus the comparable period in 2015, primarily due to the $1 billion debt issuance in September 2013. Interest expense willan increase in future periods as a result of this issuance.total weighted average debt outstanding.
Other Income, (Expense), Net
Other income, (expense), net was as follows:
| | | | | Years ended December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2016 | | 2015 |
| Gain (loss) on marketable securities, net | | $ | 13 |
| | $ | 3 |
| |
Gain on fair value adjustment for consolidated investee (1) | | 12 |
| | 7 |
| |
| Change in cash surrender value of corporate owned life insurance | | 12 |
| | 5 |
| | $ | 18 |
| | $ | (3 | ) |
| Gain on sale of equity investee | | | 17 |
| | — |
|
Gains on fair value adjustment for consolidated investees (1) | | | 15 |
| | 18 |
|
| Dividend income | | 5 |
| | 7 |
| | 5 |
| | 3 |
|
| Gain on sale of equity investment | | — |
| | 13 |
| |
| Bank charges | | (10 | ) | | (15 | ) | | (9 | ) | | (9 | ) |
| Foreign currency gains (losses), net | | (27 | ) | | (14 | ) | |
| Foreign currency loss, net | | | (12 | ) | | (18 | ) |
| Other, net | | 27 |
| | 18 |
| | 14 |
| | 18 |
|
| Total other income (expense), net | | $ | 32 |
| | $ | 24 |
| |
| Total other income, net | | | $ | 48 |
| | $ | 9 |
|
| |
(1)
| See Note2, “ACQUISITIONS AND DIVESTITURES,(1) See Note 18, "ACQUISITIONS," to theConsolidated Financial Statements for more details. |
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. Our effective tax rate for 2013 was 25.1 percent compared to 23.5 percent for 2012. As a result of a restructuring of our foreign operations in 2013, our 2013 effective tax rate was approximately 1% less than it would have been without restructuring. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law and reinstated the research tax credit back to 2012. As tax law changes are accounted for in the period of enactment, we recognized a $28 million discrete tax benefit in the first quarter of 2013. We also recognized a discrete tax expense of $17 million in the first quarter which primarily related to the write-off of a deferred tax asset deemed unrecoverable. Also included in 2013 is a third quarter discrete net tax expense of $7 million primarily related to U.S. federal tax return true-up adjustments and third quarter enactment of U.K tax law changes. Additionally, our effective tax rate for 2013 also included a fourth quarter discrete net tax benefit of $21 million primarily due to the release of U.S. deferred tax liabilities related to prior years unremitted income of certain Indian and Mexican subsidiaries now considered to be permanently reinvested, as well as adjustments to our income tax accounts principally based on our 2012 state tax return filings. Our 2012 income tax provision included a one-time $134 million tax benefit which resulted from tax planning strateges and tax return elections made with respect to our U.K. operations.
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, 2013, we recorded net deferred tax assets of $177 million. These assets included $187 million for the value of tax loss and credit carryforwards. A valuation allowance of $101 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.
We expect our 2014 effective tax rate to be 28.5 percent excluding any discrete items that may arise. The research tax credit expired December 31, 2013, and has not yet been renewed by Congress. If the research credit is reinstated during 2014, we would anticipate the 2014 effective tax rate to be reduced to 27 percent. The increase in the effective tax rate from 2013 to 2014 is attributable primarily to one-time tax benefits in 2013 that will not repeat in 2014, as well as other changes in tax legislation in the U.S. and proposed changes in the U.K. that will unfavorably impact our 2014 effective tax rate.
In September 2013, the Internal Revenue Service released final tangible personal property regulations regarding the deduction and capitalization of expenditures related to tangible property. The new rules will become effective for taxable years beginning on or after January 1, 2014. While we are still finalizing our analysis, we do not believe that these regulations will have a material impact on our Consolidated Financial Statements. for additional information.
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 increased reflecting our minority's share of higher profits of $7 million at Cummins Western Canada LP, $6 million at Wuxi Cummins Turbo Technologies Co. Ltd. and $4 million due to the acquisition of a majority interest in Cummins Central Power LLC (Central Power) in the third quarter of 2012. The increases were partially offset by a total decrease of $8 million at Cummins India Ltd.
Net Income Attributable to Cummins Inc. and Diluted Earnings Per Share Attributable to Cummins Inc.
Net income and diluted earnings per share attributable to Cummins Inc. decreased primarily due to lower gross margin as a percentage of sales, mainly driven by unfavorable product mix and lower volumes, particularly in the Engine segment and Power Generation segment, a higher effective tax rate of 25.1 percent versus 23.5 percent in 2012, lower equity, royalty and interest income from investees, mainly due to the acquisition of the North American distributors, and higher selling, general and administrative expenses. These decreases were partially offset by lower research, development and engineering expenses. Diluted earnings per share for 2013 benefited $0.06 from lower shares outstanding, primarily due to purchases under the stock repurchase program.
2012 vs. 2011
Net Sales
Net sales decreased versus 2011 and was primarily driven by the following:
Engine segment sales decreased by 5 percent due to weakness in industrial demand, especially in international construction markets, and lower volumes in the Brazilian medium-duty truck market, which were partially offset by growth in the North American on-highway markets in the first half of the year, led by the heavy-duty business.
Foreign currency fluctuations unfavorably impacted sales by 2 percent.
Power Generation segment sales decreased by 7 percent due to lower demand in the alternators, power solutions and power systems businesses, which were partially offset by growing demand in the power product business, especially in North America.
Components segment sales, excluding acquisitions, decreased by 2 percent due to $126 million of sales in 2011 related to assets sold in 2011 and lower demand in the turbo technologies, filtration and fuel systems businesses, which were partially offset by higher demand in the emission solutions business, primarily in North America and Brazil.
The decreases above were partially offset as Distribution segment sales, excluding acquisitions, increased by 2 percent due to higher demand for parts and filtration products especially in North and Central America, increased power generation growth in East Asia, increased demand in the South Pacific and higher service demand from South Pacific mining customers, which were partially offset by lower engine product sales due to a slowdown in the North American oil and gas markets.
A more detailed discussion of sales by segment is presented in the "OPERATING SEGMENT RESULTS" section.
Sales to international markets (excluding the U.S. and Canada) were 49 percent of total net sales in 2012, compared with 56 percent of total net sales in 2011.
Gross Margin
Gross margin decreased by $81 million and as a percentage of sales increased by 0.6 percentage points. The increase in gross margin as a percentage of sales was primarily due to lower material costs, improved price realization, lower warranty costs and favorable product mix, which were partially offset by lower volumes, unfavorable foreign currency fluctuations and restructuring charges of $29 million.
The provision for warranties issued as a percentage of sales was 2.1 percent in both 2012 and 2011. 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 primarily due to higher consulting of $45 million, restructuring and other charges of $20 million and an increase of $19 million in compensation and related expenses, which were partially offset by reduced discretionary spending in the second half of the year. Higher compensation expense was primarily due to increased headcount to support our strategic growth initiatives launched prior to a number of markets unexpectedly slowing in mid-2012. Compensation and related expenses include salaries, fringe benefits and variable compensation. Variable compensation related to 2012 performance decreased $87 million over variable compensation related to 2011 performance. In the third quarter of 2012, we implemented a number of cost reduction initiatives to align our cost structure with the slowdown in demand at several of our key markets in the second half of the year. Overall, selling, general and administrative expenses, as a percentage of sales, increased to 11.0 percent in 2012 from 10.2 percent in 2011.
Research, Development and Engineering Expenses
Research, development and engineering expenses increased primarily due to an increase of $54 million in compensation and related expenses and increased consulting of $32 million. Higher compensation expense was primarily due to increased headcount to support our strategic growth initiatives. Compensation and related expenses include salaries, fringe benefits and variable compensation. Variable compensation related to 2012 performance decreased $25 million over variable compensation related to 2011 performance. Research, development and engineering expenses in 2012 also included restructuring and other charges of $3 million. Overall, research, development and engineering expenses, as a percentage of sales, increased to 4.2 percent in 2012 from 3.5 percent in 2011. 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 primarily due to the following:
|
| | | |
| In millions | 2012 vs. 2011 Increase/(Decrease) |
| Dongfeng Cummins Engine Company, Ltd. | $ | (28 | ) |
| Chongqing Cummins Engine Company, Ltd. | (7 | ) |
| Beijing Foton Cummins Engine Co., Ltd. (Light-duty) | 12 |
|
| North American distributors | 13 |
|
| All other | (18 | ) |
| Cummins share of net income | (28 | ) |
| Royalty and interest income | (4 | ) |
| Equity, royalty and interest income from investees | $ | (32 | ) |
The decreases above were primarily due to lower sales in China at Dongfeng Cummins Engine Company, Ltd. and Chongqing Cummins Engine Company, Ltd., which were partially offset by growth in North American distributors and higher sales at Beijing Foton Cummins Engine Co., Ltd. (Light-duty).
Gain on Sale of Businesses
In the second quarter of 2011, we sold certain assets and liabilities of our exhaust business which manufactures exhaust products and select components for emission systems for a variety of applications not core to our other product offerings. This business was historically included in our Components segment. The sales price was $123 million. We recognized a gain on the sale of $68 million ($37 million after-tax), which included a goodwill allocation of $19 million. The gain was excluded from segment results as it was not considered in our evaluation of operating results for the year ended December 31, 2011.
Sales for this business were $62 million in 2011 (through closing). Income before income taxes for this business were approximately $9 million in 2011 (through closing).
During the fourth quarter of 2011, we sold certain assets and liabilities of our light-duty filtration business which manufactures light-duty automotive and industrial filtration solutions. The sales price was $90 million and included a note receivable from the buyer of approximately $1 million. There are no earnouts or other contingencies associated with the sales price. We recognized a gain on the sale of $53 million ($33 million after-tax), which included a goodwill allocation of $6 million. The gain was excluded from segment results as it was not considered in our evaluation of operating results for the year ended December 31, 2011.
Sales for this business were $64 million in 2011 (through closing). Income before income taxes for this business were approximately $13 million in 2011 (through closing).
In the second quarter of 2012, we recorded an additional $6 million gain ($4 million after-tax) related to final purchase price adjustments for our 2011 divestitures. The gain was excluded from segment results as it was not considered in our evaluation of operating results for the year ended December 31, 2012.
Other Operating Income (Expense), Net
Other operating income (expense), net was as follows:
|
| | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2012 | | 2011 |
| Royalty income | | $ | 18 |
| | $ | 12 |
|
| Flood damage gain | | — |
| | 38 |
|
| Loss on sale of fixed assets | | (2 | ) | | (10 | ) |
| Royalty expense | | (3 | ) | | (3 | ) |
| Amortization of intangible assets | | (8 | ) | | (5 | ) |
| Legal matters | | (20 | ) | | (5 | ) |
| Other, net | | (1 | ) | | (6 | ) |
| Total other operating income (expense), net | | $ | (16 | ) | | $ | 21 |
|
Interest Income
Interest income decreased primarily due to lower average investment balances in 2012 compared to 2011.
Interest Expense
Interest expense decreased primarily due to lower capitalized interest in 2011 and the termination of a capital lease in September 2011.
Other Income (Expense), Net
Other income (expense), net was as follows:
|
| | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2012 | | 2011 |
| Gain on sale of equity investment | | $ | 13 |
| | $ | — |
|
| Dividend income | | 7 |
| | 7 |
|
Gain on fair value adjustment for consolidated investee(1) | | 7 |
| | — |
|
| Change in cash surrender value of corporate owned life insurance | | 5 |
| | 12 |
|
| Gain on marketable securities, net | | 3 |
| | — |
|
| Foreign currency losses, net | | (14 | ) | | (14 | ) |
| Bank charges | | (15 | ) | | (16 | ) |
| Other, net | | 18 |
| | 11 |
|
| Total other income (expense), net | | $ | 24 |
| | $ | — |
|
| |
(1)
| See Note 2, “ACQUISITIONS AND DIVESTITURES,," to the Consolidated Financial Statements for more details.
|
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. Our effective tax rate for 20122016 was 23.524.6 percent compared to 27.127.4 percent for 2011. 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.
We expect our 2017 effective tax rate to be 26 percent, excluding any discrete items 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 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 2016 benefited $0.26 per share from lower shares outstanding, primarily due to purchases under the stock repurchase program.
2015 vs. 2014
Net Sales
Net sales decreased $111 million versus 2014, primarily driven by the following:
Foreign currency fluctuations unfavorably impacted sales approximately 4 percent (primarily in the euro, Brazilian real, Australian dollar, Canadian dollar, British pound and Indian rupee).
Power Systems segment sales decreased 8 percent, due to lower demand in all lines of business and across most markets.
Engine segment sales decreased 3 percent, primarily due to lower global demand in most industrial markets and lower on-highway demand in international markets, especially Brazil, partially offset by higher demand in most North American on-highway markets.
The decreases above were partially offset by the following:
Distribution segment sales increased 20 percent, principally related to the acquisitions of North American distributors since December 31, 2013.
Components segment sales increased 1 percent, primarily due to higher demand in the emission solutions and fuel systems businesses, partially offset by lower demand in the turbo technologies and filtration businesses.
Sales to international markets (excluding the U.S. and Canada), based on location of customers, were 39 percent of total net sales in 2015, compared with 44 percent of total net sales in 2014.
A more detailed discussion of sales by segment is presented in the “OPERATING SEGMENT RESULTS” section.
Gross Margin
Gross margin increased $86 million and 0.6 points as a percentage of sales, primarily due to improved Distribution segment sales from the consolidation of partially-owned North American distributors since December 31, 2013 and lower material and commodity costs, partially offset by unfavorable foreign currency fluctuations (primarily in the Australian dollar, Canadian dollar, Brazilian real and euro), unfavorable pricing, unfavorable mix and lower volumes.
The provision for warranties issued, excluding campaigns, as a percentage of sales was 1.8 percent in 2015 and 2.0 percent in 2014. 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 $3 million, primarily due to lower consulting expenses of $41 million, partially offset by higher compensation and related expenses of $19 million (largely due to the acquisition of partially-owned North American distributors since December 31, 2013). Compensation and related expenses include salaries, fringe benefits and variable compensation. Overall, selling, general and administrative expenses, as a percentage of sales, was 10.9 percent in 2015 and 2014.
Research, Development and Engineering Expenses
Research, development and engineering expenses decreased $19 million, primarily due to higher expense recovery of $12 million, partially offset by higher consulting expenses of $8 million. Overall, research, development and engineering expenses, as a percentage of sales, decreased to 3.8 percent in 2015 from 3.9 percent in 2014. 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 $55 million, primarily due to the consolidation of partially-owned North American distributors since December 31, 2013, of $74 million, lower earnings at Dongfeng Cummins Engine Company, Ltd. of $16 million and Chongqing Cummins Engine Company, Ltd. of $10 million. These decreases were partially offset by higher earnings at Beijing Foton Cummins Engine Co., Ltd. of $64 million as it continues to increase market share with the new heavy-duty engine platform introduced in 2014.
Loss Contingency Charge
In 2015, we recorded a 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. 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.
Other Operating Expense, Net
Other operating expense, net was as follows:
|
| | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2015 | | 2014 |
| Amortization of intangible assets | | (18 | ) | | (16 | ) |
| Loss on write off of assets | | (15 | ) | | (23 | ) |
| Royalty income, net | | 20 |
| | 27 |
|
| Other, net | | (4 | ) | | (5 | ) |
| Total other operating expense, net | | $ | (17 | ) | | $ | (17 | ) |
Interest Income
Interest income was relatively flat compared to 2014.
Interest Expense
Interest expense was relatively flat compared to 2014.
Other Income, Net
Other income, net was as follows:
|
| | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2015 | | 2014 |
Gains on fair value adjustment for consolidated investees (1) | | $ | 18 |
| | $ | 73 |
|
| Dividend income | | 3 |
| | 3 |
|
| Gains on marketable securities, net | | 1 |
| | 14 |
|
| Change in cash surrender value of corporate owned life insurance | | (3 | ) | | 24 |
|
| Bank charges | | (9 | ) | | (12 | ) |
| Foreign currency loss, net | | (18 | ) | | (6 | ) |
| Other, net | | 17 |
| | 14 |
|
| Total other income, net | | $ | 9 |
| | $ | 110 |
|
(1) See Note 18, "ACQUISITIONS," to the Consolidated Financial Statements for additional information.
Income Tax Expense
Our 2012 income tax provision included a one-time $134 million tax benefit which resulted from tax planning strategies and tax return elections made with respect to our U.K. operations. Our 2011rates are generally less than the 35 percent U.S. statutory income tax provision included a tax benefitrate, primarily because of $48 million related to prior year refund claims filed for additionallower taxes on foreign earnings and research tax credits, as well as additional foreign income and related foreign tax credits, net of related tax reserves.credits. Our effective tax rate for 2011 also included a2015 was 27.4 percent compared to 28.7 percent for 2014. The 1.3 percent decrease in our effective tax benefit of $19 million relatedrate from 2014 to 2015 was primarily due to the release of deferred U.S.reserves for uncertain tax liabilities on certain foreign earnings, as a result of restructuring our foreign operations. Also included in 2011 is a tax benefit of $16 million which resulted from the reduction of our unrecognized tax benefits primarily due to settlements with taxing authorities. The 2011 income tax provision also includedpositions related to a $2 million net tax charge, primarily related to the enactment of state law changes in Indianafavorable audit settlement and favorable changes in the U.K. as well as adjustments to our income tax accounts based on our 2010 tax return filings.jurisdictional mix of pre-tax income.
Noncontrolling Interests
Noncontrolling interests in income of consolidated subsidiaries decreased $14 million, primarily due to a decline of $5 millionlower earnings at Wuxi Cummins Turbo Technologies Co. Ltd., $3 million at Cummins Western Canada LP. and $3 million at Power Systems India. The decreases were partially offset by an increasea decline from the acquisition of $6 million at Cummins Power Solutions Ltd. and $2 million at Cummins Central Power LLC.the remaining interest in previously consolidated North American distributors since December 31, 2013.
Net Income Attributable to Cummins Inc. and Diluted Earnings Per Common Share Attributable to Cummins Inc.
Net income and diluted earnings per share attributable to Cummins Inc. decreased $252 million and $1.18 per share primarily due to our impairment of light-duty diesel assets, unfavorable foreign currency fluctuations, restructuring actions, loss contingency charge, lower volumes, particularlyother income as a result of larger gains recognized in 2014 from the international construction and medium-duty truck markets, higher research, development and engineering expenses, higher selling, general and administrative expensesacquisition of North American distributors and lower equity, royalty and interest income from investees. These decreases were partially offset by improved gross margin, as a percentage of saleslower research, development and engineering expenses and a lower effective tax rate of 23.5 percent versus 27.127.4 percent in 2011. In addition, the significant gains we recorded2015 versus 28.7 percent in 2011 for the disposition of certain asset and liabilities of our exhaust business and light-duty filtration business and flood damage recoveries from the insurance settlement regarding a June 2008 flood in Southern Indiana did not repeat in 2012.2014. Diluted earnings per share for 2012 also2015 benefited $0.06$0.14 per share from lower shares outstanding, primarily due to purchases under the stock repurchase program.
Comprehensive Income - Foreign Currency Translation Adjustment
The foreign currency translation adjustment was a net loss of $448 million, $305 million and $234 million for the years ended 2016, 2015 and 2014, respectively, and was driven by the following:
|
| | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2016 | | 2015 | | 2014 |
| 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 | | $ | (397 | ) | | British pound, Chinese renminbi, offset by Brazilian real | | $ | (261 | ) | | British pound, Brazilian real, Chinese renminbi | | $ | (208 | ) | | British pound, Brazilian real |
| Equity method investments | | (34 | ) | | Chinese renminbi, Indian rupee, offset by Mexican peso (1) | | (29 | ) | | Chinese renminbi, Indian rupee | | (19 | ) | | Russian rouble, Chinese renminbi |
| Consolidated subsidiaries with a noncontrolling interest | | (17 | ) | | Chinese renminbi, Indian rupee | | (15 | ) | | Indian rupee, Chinese renminbi | | (7 | ) | | Indian rupee, Chinese renminbi |
| Total | | $ | (448 | ) | | | | $ | (305 | ) | | | | $ | (234 | ) | | |
(1) The Mexican peso adjustment related to a reclassification out of other comprehensive income at the time of the sale of an equity investment in the first quarter of 2016.
RESTRUCTURING AND OTHER CHARGES
We executed restructuring actions primarily in the form of involuntary separation programs in the fourth quarter of 2012. These actions were in response to reduced demand in our U.S. businesses and most key markets around the world in the second half of 2012, as well as a reduction in orders in most U.S. and global markets for 2013. We reduced our worldwide professional workforce by approximately 650 employees, or 3 percent. We also reduced our hourly workforce by approximately 650 employees. During 2012, we incurred a pre-tax charge related to the professional and hourly workforce reductions of approximately $49 million.
Employee termination and severance costs were recorded based on approved plans developed by the businesses and corporate management which specified positions to be eliminated, benefits to be paid under existing severance plans or statutory requirements and the expected timetable for completion of the plan. Estimates of restructuring were made based on information available at the time charges were recorded.
We incurred a $1 million charge for lease terminations and a $2 million charge for asset impairments and other non-cash charges. During 2012, we recorded restructuring and other charges of $52 million ($35 million after-tax). These restructuring actions included:
|
| | | |
| In millions | Year ended December 31, 2012 |
| Workforce reductions | $ | 49 |
|
| Exit activities | 1 |
|
| Other | 2 |
|
| Restructuring and other charges | $ | 52 |
|
Restructuring and other charges were included in each segment in our operating results as follows:
|
| | | |
| In millions | Year ended December 31, 2012 |
| Engine | $ | 20 |
|
| Distribution | 14 |
|
| Power Generation | 12 |
|
| Components | 6 |
|
| Restructuring and other charges | $ | 52 |
|
The table below summarizes where the restructuring and other charges are located in our Consolidated Statements of Income for the year ended December 31, 2012.
|
| | | |
| In millions | Year ended December 31, 2012 |
| Cost of sales | $ | 29 |
|
| Selling, general and administrative expenses | 20 |
|
| Research, development and engineering expenses | 3 |
|
| Restructuring and other charges | $ | 52 |
|
At December 31, 2013, of the approximately 1,300 employees affected by this plan, substantially all terminations have been completed.
The table below summarizes the activity and balance of accrued restructuring charges, which is included in "Other accrued expenses" in our Consolidated Balance Sheets for the years ended December 31, 2012 and 2013.
|
| | | | |
| In millions | | |
2012 Restructuring charges(1) | | $ | 50 |
|
| Cash payments for 2012 actions | | (25 | ) |
| Balance at December 31, 2012 | | 25 |
|
| Cash payments for 2012 actions | | (22 | ) |
Change in estimate(2) | | (3 | ) |
| Balance at December 31, 2013 | | $ | — |
|
| |
(1)
| Restructuring charges include severance pay, benefits and related charges, as well as lease termination costs. |
| |
(2)
| Due to the inherent uncertainty involved in calculating the initial estimates, the actual amounts paid for such activities differed slightly from the amounts initially recorded. We have adjusted the previous estimates accordingly. |
OPERATING SEGMENT RESULTS
Our reportable operating segments consist of the following: Engine, Components, Power Generation and Distribution. This reporting structure is organized according to the products and markets each segment serves and allows management to focus its efforts on providing enhanced service to a wide range of customers. The Engine segment produces engines and parts for sale to customers in on-highway and various industrial markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, mining, agriculture, marine, oil and gas, rail and military equipment. The Components segment sells filtration products, aftertreatment, turbochargers and fuel systems. The Power Generation segment is an integrated provider of power systems which sells engines, generator sets and alternators. 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.
serves. We use segment EBIT (defined as earnings before interest expense, taxes and noncontrolling interests) as athe primary basis for the chief operating decision-makerChief Operating Decision Maker (CODM) to evaluate the performance of each of our operating segments. Segment amounts exclude certain expenses not specifically identifiable to segments.
The accounting policiesAs previously announced, beginning with the second quarter of 2016, we realigned certain of our reportable segments to be consistent with changes to our organizational structure and how the CODM monitors the performance of our segments. We reorganized our business to combine our Power Generation segment and our high-horsepower engine business to create the new Power Systems segment. Our reportable operating segments areconsist of Engine, Distribution, Components and Power Systems. We began to report results for our new reporting structure in the same as those applied insecond quarter of 2016 and also reflected this change for historical periods. The formation of the Power Systems segment combined two businesses that were already strongly interdependent, which will allow us to streamline business and technical processes to accelerate innovation, grow market share and more efficiently manage our supply chain and manufacturing operations.
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 have allocatedallocate certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).segments. These include certain costs and expenses of shared services, such as information technology, human resources, legal, finance and finance. We also dosupply chain management. In addition to the reorganization noted above, we reevaluated the allocation of these costs, considering the new segment structure created in April 2016 and adjusted our allocation methodology accordingly. The revised methodology, which is based on a combination of relative segment sales and relative service usage levels, is effective for the periods beginning after January 1, 2016 and resulted in the revision of our segment operating results, including segment EBIT, for all four segments for the first quarter of 2016 with a greater share of costs allocated to the Distribution and Components segments than in previous years. Prior periods were not allocate debt-related items, actuarial gains or losses, prior service costs or credits,revised for the new allocation methodology. These changes in cash surrender value of corporate owned life insurance, flood damage gains or losses, divestiture gains or losses or income taxes to individual segments. Segment EBIT may not be consistent with measures used by other companies.had no impact on our consolidated results.
Following is a discussion of operating results for each of our businessoperating segments.
Engine Segment Results
Financial data for the Engine segment was as follows:
| | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
External sales | | $ | 8,270 |
| | $ | 9,101 |
| | $ | 9,649 |
| | $ | (831 | ) | | (9 | )% | | $ | (548 | ) | | (6 | )% | | $ | 5,774 |
| | $ | 6,733 |
| | $ | 7,462 |
| | $ | (959 | ) | | (14 | )% | | $ | (729 | ) | | (10 | )% |
Intersegment sales | | 1,743 |
| | 1,632 |
| | 1,658 |
| | 111 |
| | 7 | % | | (26 | ) | | (2 | )% | | 2,030 |
| | 1,937 |
| | 1,505 |
| | 93 |
| | 5 | % | | 432 |
| | 29 | % |
| Total sales | | 10,013 |
| | 10,733 |
| | 11,307 |
| | (720 | ) | | (7 | )% | | (574 | ) | | (5 | )% | | 7,804 |
| | 8,670 |
| | 8,967 |
| | (866 | ) | | (10 | )% | | (297 | ) | | (3 | )% |
| Depreciation and amortization | | 205 |
| | 192 |
| | 181 |
| | (13 | ) | | (7 | )% | | (11 | ) | | (6 | )% | | 163 |
| | 187 |
| | 163 |
| | 24 |
| | 13 | % | | (24 | ) | | (15 | )% |
| Research, development and engineering expenses | | 416 |
| | 433 |
| | 397 |
| | 17 |
| | 4 | % | | (36 | ) | | (9 | )% | | 226 |
| | 263 |
| | 265 |
| | 37 |
| | 14 | % | | 2 |
| | 1 | % |
| Equity, royalty and interest income from investees | | 136 |
| | 127 |
| | 166 |
| | 9 |
| | 7 | % | | (39 | ) | | (23 | )% | | 148 |
| | 146 |
| | 118 |
| | 2 |
| | 1 | % | | 28 |
| | 24 | % |
| Interest income | | 16 |
| | 11 |
| | 18 |
| | 5 |
| | 45 | % | | (7 | ) | | (39 | )% | | 10 |
| | 11 |
| | 9 |
| | (1 | ) | | (9 | )% | | 2 |
| | 22 | % |
Loss contingency charges (2) | | | 138 |
| | 60 |
| | — |
| | (78 | ) | | NM |
| | (60 | ) | | NM |
|
Impairment of light-duty diesel assets (2) | | | — |
| | 202 |
| | — |
| | 202 |
| | NM |
| | (202 | ) | | NM |
|
Restructuring actions and other charges (2) | | | — |
| | 17 |
| | — |
| | 17 |
| | NM |
| | (17 | ) | | NM |
|
| Segment EBIT | | 1,041 |
| | 1,248 |
| | 1,384 |
| | (207 | ) | | (17 | )% | | (136 | ) | | (10 | )% | | 686 |
| | 636 |
| | 1,031 |
| | 50 |
| | 8 | % | | (395 | ) | | (38 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Percentage Points | | Percentage Points | | | | | | | | Percentage Points | | Percentage Points |
| Segment EBIT as a percentage of total sales | | 10.4 | % | | 11.6 | % | | 12.2 | % | | | | (1.2 | ) | | | | (0.6 | ) | | 8.8 | % | | 7.3 | % | | 11.5 | % | | | | 1.5 |
| | | | (4.2 | ) |
"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.
In the second quarter of 2016, in conjunction with the reorganization of our segments, our Engine segment salesreorganized its reporting structure as follows:
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, Latin America and Australia.
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.
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 Chrysler and Nissan in North America, and LCV markets in Europe, Latin America and Asia.
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.
Sales for our Engine segment by market were as follows:
| | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| Heavy-duty truck | | $ | 2,705 |
| | $ | 2,964 |
| | $ | 2,791 |
| | $ | (259 | ) | | (9 | )% | | $ | 173 |
| | 6 | % | | $ | 2,443 |
| | $ | 3,116 |
| | $ | 3,072 |
| | $ | (673 | ) | | (22 | )% | | $ | 44 |
| | 1 | % |
| Medium-duty truck and bus | | 2,185 |
| | 2,091 |
| | 2,320 |
| | 94 |
| | 4 | % | | (229 | ) | | (10 | )% | | 2,272 |
| | 2,507 |
| | 2,431 |
| | (235 | ) | | (9 | )% | | 76 |
| | 3 | % |
| Light-duty automotive and RV | | 1,300 |
| | 1,279 |
| | 1,176 |
| | 21 |
| | 2 | % | | 103 |
| | 9 | % | |
| Light-duty automotive | | | 1,581 |
| | 1,475 |
| | 1,567 |
| | 106 |
| | 7 | % | | (92 | ) | | (6 | )% |
| Total on-highway | | 6,190 |
| | 6,334 |
| | 6,287 |
| | (144 | ) | | (2 | )% | | 47 |
| | 1 | % | | 6,296 |
| | 7,098 |
| | 7,070 |
| | (802 | ) | | (11 | )% | | 28 |
| | — | % |
| Industrial | | 2,996 |
| | 3,233 |
| | 3,850 |
| | (237 | ) | | (7 | )% | | (617 | ) | | (16 | )% | |
| Stationary power | | 827 |
| | 1,166 |
| | 1,170 |
| | (339 | ) | | (29 | )% | | (4 | ) | | — |
| |
| Off-highway | | | 1,508 |
| | 1,572 |
| | 1,897 |
| | (64 | ) | | (4 | )% | | (325 | ) | | (17 | )% |
| Total sales | | $ | 10,013 |
|
| $ | 10,733 |
| | $ | 11,307 |
| | $ | (720 | ) | | (7 | )% | | $ | (574 | ) | | (5 | )% | | $ | 7,804 |
|
| $ | 8,670 |
| | $ | 8,967 |
| | $ | (866 | ) | | (10 | )% | | $ | (297 | ) | | (3 | )% |
Unit shipments by engine classification (including unit shipments to Power Generation)Systems and off-highway engine units included in their respective classification) were as follows:
| | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| Midrange | | 446,000 |
| | 440,500 |
| | 509,400 |
| | 5,500 |
| | 1 | % | | (68,900 | ) | | (14 | )% | |
| Heavy-duty | | 105,400 |
| | 119,100 |
| | 116,300 |
| | (13,700 | ) | | (12 | )% | | 2,800 |
| | 2 | % | | 79,000 |
| | 114,400 |
| | 122,100 |
| | (35,400 | ) | | (31 | )% | | (7,700 | ) | | (6 | )% |
| High-horsepower | | 14,800 |
| | 19,800 |
| | 21,600 |
| | (5,000 | ) | | (25 | )% | | (1,800 | ) | | (8 | )% | |
| Medium-duty | | | 229,100 |
| | 247,100 |
| | 266,800 |
| | (18,000 | ) | | (7 | )% | | (19,700 | ) | | (7 | )% |
| Light-duty | | | 228,600 |
| | 209,300 |
| | 204,400 |
| | 19,300 |
| | 9 | % | | 4,900 |
| | 2 | % |
| Total unit shipments | | 566,200 |
|
| 579,400 |
|
| 647,300 |
| | (13,200 | ) | | (2 | )% | | (67,900 | ) | | (10 | )% | | 536,700 |
|
| 570,800 |
|
| 593,300 |
| | (34,100 | ) | | (6 | )% | | (22,500 | ) | | (4 | )% |
20132016 vs. 20122015
Sales
Engine segment sales decreased $866 million versus 2012 due to lower demand in stationary power, heavy-duty truck and industrial businesses, partially offset by the medium-duty truck business.2015. The following arewere the primary drivers by market:
Stationary power engine sales decreased due to lower demand in power generation markets.
Heavy-duty truck engine sales decreased due to weaker demand in North American on-highway markets during the first half of the year compared to the recovery experienced in the first half of 2012 as trucking companies replaced aging fleets.
Industrial market sales decreased$673 million primarily due to a 36 percent reductionlower demand in global mining shipments as a result of lower commodity prices and a 37 percent decline inthe 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 oil and gasindustrial markets, partially offset by increased unit shipments to the Western Europeanof 25 percent in international construction markets as a result of the pre-buy activity in 2013 ahead of the Tier IV emission regulations beginning in the first quarter of 2014.
Foreign currency fluctuations unfavorably impacted sales.markets.
The decreases above were partially offset by the following:
Medium-duty truck enginean increase in light-duty automotive sales increased due to market share gains in the North American medium-duty truck market and improved demand in the Brazilian and European truck markets. The improved sales in Brazil wereof $106 million primarily due to lowernew sales for the Nissan pick-up truck platform launched in the firstsecond half of 2012 as the result of the implementation of the Euro V emission regulations beginning in the first quarter of 2012.2015.
Total on-highway-related sales for 20132016 were 6281 percent of total engine segment sales, compared to 5982 percent in 2012.2015.
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 decreasedincreased $50 million versus 2012,2015, primarily due to an impairment of light-duty diesel assets in 2015, lower gross margin, partially offset byselling, general and administrative expenses, lower research, development and engineering expenses and higher equity, royalty and interest income from investees. Engine segment EBIT for 2012 included restructuring actions and other charges of $20 million in the fourth quarter of 2012.2015, 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, 2013 vs. 2012 | | Year ended December 31, 2016 vs. 2015 |
| | | Favorable/(Unfavorable) Change | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | (237 | ) | | (10 | )% | | (0.7 | ) | | $ | (210 | ) | | (13 | )% | | (0.6 | ) |
| Selling, general and administrative expenses | | 1 |
| | — | % | | (0.5 | ) | | 72 |
| | 11 | % | | 0.1 |
|
| Research, development and engineering expenses | | 17 |
| | 4 | % | | (0.2 | ) | | 37 |
| | 14 | % | | 0.1 |
|
| Equity, royalty and interest income from investees | | 9 |
| | 7 | % | | 0.2 |
| | 2 |
| | 1 | % | | 0.2 |
|
Impairment of light-duty diesel assets (1) | | | 202 |
| | NM |
| | 2.3 |
|
Restructuring actions and other charges (1) | | | 17 |
| | NM |
| | 0.2 |
|
Loss contingency charges (1) | | | (78 | ) | | NM |
| | 1.1 |
|
__________________________________________________________________________
"NM" - not meaningful information
(1) See respective sections of Results of Operations for additional information.
The decrease in gross margin versus 20122015 was primarily due to lower volumes and unfavorable product mix, and lower high-horsepower volumes, 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.
2015 vs. 2014
Sales
Engine segment sales decreased $297 million versus 2014. The following were the primary drivers:
Off-highway sales decreased $325 million primarily due to decreased engine shipments to most global industrial markets.
Foreign currency fluctuations unfavorably impacted sales results (primarily the Brazilian real, euro and British pound).
Light-duty automotive sales decreased $92 million due to lower demand, primarily in Brazil.
The decreases above were partially offset by the following:
Medium-duty truck and bus sales increased $76 million due to higher demand in the North American medium-duty truck market with increased engine shipments of 14 percent and higher global bus demand with improved price realization,engine shipments of 10 percent. These increases were partially offset by weaker medium-duty truck demand in Brazil.
Heavy-duty truck engine sales increased $44 million due to improved demand in the North American heavy-duty truck market, partially offset by weaker demand in China and Korea.
Total on-highway-related sales for 2015 were 82 percent of total engine segment sales, compared to 79 percent in 2014.
Segment EBIT
Engine segment EBIT decreased $395 million versus 2014, primarily due to an impairment of light-duty diesel assets, lower gross margin, a loss contingency charge and restructuring actions and other charges, partially offset by favorable foreign
currency fluctuations (primarily the Mexican peso), lower selling, general and administrative expenses and higher equity, royalty and interest income from investees. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
| | | | | | | | | | |
| | | Year ended December 31, 2015 vs. 2014 |
| | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | (184 | ) | | (10 | )% | | (1.4 | ) |
| Selling, general and administrative expenses | | 37 |
| | 6 | % | | 0.1 |
|
| Research, development and engineering expenses | | 2 |
| | 1 | % | | — |
|
| Equity, royalty and interest income from investees | | 28 |
| | 24 | % | | 0.4 |
|
Impairment of light-duty diesel assets (1) | | (202 | ) | | NM |
| | (2.3 | ) |
Restructuring actions and other charges (1) | | (17 | ) | | NM |
| | (0.2 | ) |
Loss contingency charge (1) | | (60 | ) | | NM |
| | (0.7 | ) |
__________________________________________________________________________
"NM" - not meaningful information
(1) See respective sections of Results of Operations for additional information.
The decrease in gross margin versus 2014 was primarily due to lower volumes and unfavorable mix, partially offset by lower material and commodity costs and favorable foreign currency fluctuations. The decrease in selling, general and administrative expenses was primarily due to lower discretionary spendingcompensation expenses and the absence of restructuring charges incurred in 2012, partially offset by increased headcount. The decrease in research, development and engineering expenses was primarily due to lower discretionary spending in 2013, partially offset by increases in new product development spending and increased headcount to support our strategic growth initiatives.consulting expenses. The increase in equity, royalty and interest income from investees was primarily due to increased earnings at Beijing Foton Cummins Engine Co., Ltd. withinas the light-duty business andjoint venture continued to increase market share with the new heavy-duty engine platform introduced in 2014, partially offset by lower earnings at Dongfeng Cummins Engine Company, Ltd, partially offset by decreased earnings at Cummins Westport, Inc.Ltd. and larger losses at Beijing Foton Cummins Engine Company, Ltd. (Heavy-duty) in anticipationan asset impairment of production in$12 million.
Distribution Segment Results
Financial data for the second quarter of 2014.Distribution segment was as follows:
Sales |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| External sales | | $ | 6,157 |
| | $ | 6,198 |
| | $ | 5,135 |
| | $ | (41 | ) | | (1 | )% | | $ | 1,063 |
| | 21 | % |
| Intersegment sales | | 24 |
| | 31 |
| | 39 |
| | (7 | ) | | (23 | )% | | (8 | ) | | (21 | )% |
| Total sales | | 6,181 |
|
| 6,229 |
|
| 5,174 |
| | (48 | ) | | (1 | )% | | 1,055 |
| | 20 | % |
| Depreciation and amortization | | 116 |
| | 105 |
| | 86 |
| | (11 | ) | | (10 | )% | | (19 | ) | | (22 | )% |
| Research, development and engineering expenses | | 13 |
| | 10 |
| | 9 |
| | (3 | ) | | (30 | )% | | (1 | ) | | (11 | )% |
| Equity, royalty and interest income from investees | | 70 |
| | 78 |
| | 148 |
| | (8 | ) | | (10 | )% | | (70 | ) | | (47 | )% |
| Interest income | | 4 |
| | 4 |
| | 4 |
| | — |
| | — | % | | — |
| | — | % |
Restructuring actions and other charges (1) | | — |
| | 23 |
| | — |
| | 23 |
| | NM |
| | (23 | ) | | NM |
|
Segment EBIT (2) | | 392 |
| | 412 |
| | 491 |
| | (20 | ) | | (5 | )% | | (79 | ) | | (16 | )% |
| | | | | | | | | | | | | | | |
| | | | | | | | | Percentage Points | | Percentage Points |
Segment EBIT as a percentage of total sales (3) | | 6.3 | % | | 6.6 | % | | 9.5 | % | | | | (0.3 | ) | | | | (2.9 | ) |
"NM" - not meaningful information
| |
(1) | See Restructuring Actions and Other Charges section of "Results of Operations" for additional information. |
| |
(2) | Segment EBIT for 2016, 2015 and 2014 included gains of $15 million, $18 million and $73 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. |
Engine segment sales decreased versus 2011 due to lower demand in the industrial and medium-duty truck and bus businesses, partially offset by growth in the heavy-duty truck and light-duty automotive and RV businesses. The following are the primary drivers by market:
Industrial market sales decreased primarily due to a 53 percent decline in construction engine shipments in international markets, including a 72 percent decline in China, and a 44 percent decline in engine shipments to the North American oil and gas markets due to weakened natural gas prices, which were partially offset by a 4 percent increase in engine shipments in the North American construction market.
Medium-duty truckSales for our Distribution segment by region were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| North and Central America | | $ | 4,015 |
| | $ | 3,992 |
| | $ | 2,765 |
| | $ | 23 |
| | 1 | % | | $ | 1,227 |
| | 44 | % |
| Europe, CIS and China | | 798 |
| | 758 |
| | 908 |
| | 40 |
| | 5 | % | | (150 | ) | | (17 | )% |
| Asia Pacific | | 720 |
| | 763 |
| | 794 |
| | (43 | ) | | (6 | )% | | (31 | ) | | (4 | )% |
| Africa | | 206 |
| | 232 |
| | 187 |
| | (26 | ) | | (11 | )% | | 45 |
| | 24 | % |
| India | | 175 |
| | 165 |
| | 157 |
| | 10 |
| | 6 | % | | 8 |
| | 5 | % |
| Middle East | | 160 |
| | 199 |
| | 208 |
| | (39 | ) | | (20 | )% | | (9 | ) | | (4 | )% |
| South America | | 107 |
| | 120 |
| | 155 |
| | (13 | ) | | (11 | )% | | (35 | ) | | (23 | )% |
| Total sales | | $ | 6,181 |
| | $ | 6,229 |
| | $ | 5,174 |
| | $ | (48 | ) | | (1 | )% | | $ | 1,055 |
| | 20 | % |
Sales for our Distribution segment by product line were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
Parts (1) | | $ | 2,627 |
| | $ | 2,423 |
| | $ | 1,924 |
| | $ | 204 |
| | 8 | % | | $ | 499 |
| | 26 | % |
| Power generation | | 1,239 |
| | 1,290 |
| | 1,163 |
| | (51 | ) | | (4 | )% | | 127 |
| | 11 | % |
| Service | | 1,215 |
| | 1,222 |
| | 1,026 |
| | (7 | ) | | (1 | )% | | 196 |
| | 19 | % |
| Engines | | 1,100 |
| | 1,294 |
| | 1,061 |
| | (194 | ) | | (15 | )% | | 233 |
| | 22 | % |
| Total sales | | $ | 6,181 |
|
| $ | 6,229 |
|
| $ | 5,174 |
| | $ | (48 | ) | | (1 | )% | | $ | 1,055 |
| | 20 | % |
(1 ) In conjunction with our segment realignment, we changed "Parts and busfiltration" to "Parts."
2016 vs. 2015
Sales
Distribution segment sales decreased primarily due to lower demand in the Brazilian truck market due to pre-buy activity in the second half of 2011 ahead of the implementation of Euro V emission regulations in the first quarter of 2012 and one of our customers replacing our B6.7 engine with a proprietary engine in 2012. The B6.7 engine replacement was partially offset by the 2012 launch of our ISF and 9 liter engines in new light-duty on-highway and medium-duty truck applications, respectively, with this same customer. The decrease was further offset by improved demand in North American markets.
The decreases above were partially offset by the following:
Heavy-duty truck engine sales increased due to growth in the North American on-highway markets in the first half of the year, primarily as a result of the replacement of aging fleets.
Light-duty automotive and RV sales increased$48 million versus 2015, primarily due to a 37 percent improvementdecline in units shipped to Chrysler.
Total on-highway-relatedorganic sales for 2012 were 59 percent of total engine$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 comparedrelated to 56 percent in 2011.the acquisition of North American distributors since December 31, 2014.
Segment EBIT
EngineIn 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.
Distribution segment EBIT decreased $20 million versus 2011,2015, primarily due to lowerhigher 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 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 | ) |
| Research, development and engineering expenses | | (3 | ) | | (30 | )% | | — |
|
| 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.
2015 vs. 2014
Sales
Distribution segment sales increased $1,055 million versus 2014, primarily due to $1.4 billion of segment sales related to the consolidation of partially-owned North American distributors since December 31, 2013, partially offset by unfavorable foreign currency fluctuations (primarily the Australian dollar, Canadian dollar, euro, South African rand and Brazilian real) and decreased sales in China, Western Europe, South America and Russia.
Segment EBIT
Distribution segment EBIT decreased $79 million versus 2014, primarily due to unfavorable foreign currency fluctuations (primarily the Australian dollar, Canadian dollar and South African rand), higher selling, general and administrative expenses, lower equity, royalty and interest income from investees higher research, development and engineering expenses and higher selling, general and administrative expenses. Engine segment EBIT for 2012 included restructuring actions and other charges, partially offset by higher gross margin due to the acquisitions of $20North American distributors. These acquisitions also resulted in $24 million and $36 million of additional amortization of intangible assets, partially offset by gains of $18 million and $73 million related to the remeasurement of our pre-existing ownership interests for North American distributor acquisitions in 2015 and 2014, respectively. The decrease in equity, royalty and interest income from investees was the fourth quarter.result of the acquisitions of North American distributors. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
| | | | | | | | | | Year ended December 31, 2015 vs. 2014 |
| | | Year ended December 31, 2012 vs. 2011 Favorable/(Unfavorable) Change | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | (82 | ) | | (3 | )% | | 0.3 |
| | $ | 160 |
| | 18 | % | | (0.3 | ) |
| Selling, general and administrative expenses | | (8 | ) | | (1 | )% | | (0.4 | ) | | (81 | ) | | (14 | )% | | 0.6 |
|
| Research, development and engineering expenses | | (36 | ) | | (9 | )% | | (0.5 | ) | |
| Equity, royalty and interest income from investees | | (39 | ) | | (23 | )% | | (0.3 | ) | | (70 | ) | | (47 | )% | | (1.6 | ) |
Restructuring actions and other charges (1) | | | (23 | ) | | NM |
| | (0.4 | ) |
The decrease in gross margin versus 2011 was primarily due to lower volumes__________________________________________________________________________
"NM" - not meaningful information
(1) See Restructuring Actions and restructuring and other charges, which was partially offset by improved price realization, lower material costs, favorable product mix and improved product coverage. The increase in selling, general and administrative expenses was primarily due to increased headcount to support our strategic growth initiatives launched prior to a numberOther Charges section of markets unexpectedly slowing in mid-2012, partially offset by decreased variable compensation expense. The increase in research, development and engineering expenses was primarily due to new product development spending and increased headcount to support our strategic growth initiatives. The decrease in equity, royalty and interest income from investees was primarily due to weaker demand"Results of Operations" for on-highway products at DCEC.additional information.
Components Segment Results
Financial data for the Components segment was as follows:
| | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
External sales | | $ | 3,151 |
| | $ | 2,809 |
| | $ | 2,886 |
| | $ | 342 |
| | 12 | % | | $ | (77 | ) | | (3 | )% | | $ | 3,514 |
| | $ | 3,745 |
| | $ | 3,791 |
| | $ | (231 | ) | | (6 | )% | | $ | (46 | ) | | (1 | )% |
Intersegment sales | | 1,191 |
| | 1,203 |
| | 1,177 |
| | (12 | ) | | (1 | )% | | 26 |
| | 2 | % | | 1,322 |
| | 1,427 |
| | 1,327 |
| | (105 | ) | | (7 | )% | | 100 |
| | 8 | % |
| Total sales | | 4,342 |
| | 4,012 |
| | 4,063 |
| | 330 |
| | 8 | % | | (51 | ) | | (1 | )% | | 4,836 |
| | 5,172 |
| | 5,118 |
| | (336 | ) | | (6 | )% | | 54 |
| | 1 | % |
| Depreciation and amortization | | 96 |
| | 82 |
| | 73 |
| | (14 | ) | | (17 | )% | | (9 | ) | | (12 | )% | | 133 |
| | 109 |
| | 106 |
| | (24 | ) | | (22 | )% | | (3 | ) | | (3 | )% |
| Research, development and engineering expenses | | 218 |
| | 213 |
| | 175 |
| | (5 | ) | | (2 | )% | | (38 | ) | | (22 | )% | | 208 |
| | 236 |
| | 230 |
| | 28 |
| | 12 | % | | (6 | ) | | (3 | )% |
| Equity, royalty and interest income from investees | | 28 |
| | 29 |
| | 31 |
| | (1 | ) | | (3 | )% | | (2 | ) | | (6 | )% | | 41 |
| | 35 |
| | 36 |
| | 6 |
| | 17 | % | | (1 | ) | | (3 | )% |
| Interest income | | 3 |
| | 3 |
| | 5 |
| | — |
| | — | % | | (2 | ) | | (40 | )% | | 4 |
| | 4 |
| | 4 |
| | — |
| | — | % | | — |
| | — | % |
Impairment of light-duty diesel assets (2) | | | — |
| | 9 |
| | — |
| | 9 |
| | NM |
| | (9 | ) | | NM |
|
Restructuring actions and other charges (2) | | | — |
| | 13 |
| | — |
| | 13 |
| | NM |
| | (13 | ) | | NM |
|
| Segment EBIT | | 527 |
| | 426 |
| | 470 |
| | 101 |
| | 24 | % | | (44 | ) | | (9 | )% | | 641 |
| | 727 |
| | 684 |
| | (86 | ) | | (12 | )% | | 43 |
| | 6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Percentage Points | | Percentage Points | | | | | | | | Percentage Points | | Percentage Points |
| Segment EBIT as a percentage of total sales | | 12.1 | % | | 10.6 | % | | 11.6 | % | | |
| | 1.5 |
| | | | (1.0 | ) | | 13.3 | % | | 14.1 | % | | 13.4 | % | | |
| | (0.8 | ) | | | | 0.7 |
|
"NM" - not meaningful information
45
(2) See respective sections of "Results of Operations" for additional information.
Sales for our Components segment by business were as follows:
| | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| Emission solutions | | 1,791 |
| | 1,415 |
| | 1,262 |
| | 376 |
| | 27 | % | | 153 |
| | 12 | % | | $ | 2,317 |
| | $ | 2,499 |
| | $ | 2,343 |
| | $ | (182 | ) | | (7 | )% | | $ | 156 |
| | 7 | % |
| Turbo technologies | | 1,115 |
| | 1,106 |
| | 1,223 |
| | 9 |
| | 1 | % | | (117 | ) | | (10 | )% | | 1,036 |
| | 1,141 |
| | 1,222 |
| | (105 | ) | | (9 | )% | | (81 | ) | | (7 | )% |
| Filtration | | 1,028 |
| | 1,048 |
| | 1,113 |
| | (20 | ) | | (2 | )% | | (65 | ) | | (6 | )% | | 1,010 |
| | 1,010 |
| | 1,075 |
| | — |
| | — | % | | (65 | ) | | (6 | )% |
| Fuel systems | | 408 |
| | 443 |
| | 465 |
| | (35 | ) | | (8 | )% | | (22 | ) | | (5 | )% | | 473 |
| | 522 |
| | 478 |
| | (49 | ) | | (9 | )% | | 44 |
| | 9 | % |
| Total sales | | $ | 4,342 |
|
| $ | 4,012 |
|
| $ | 4,063 |
| | $ | 330 |
| | 8 | % | | $ | (51 | ) | | (1 | )% | | $ | 4,836 |
|
| $ | 5,172 |
|
| $ | 5,118 |
| | $ | (336 | ) | | (6 | )% | | $ | 54 |
| | 1 | % |
20132016 vs. 20122015
Sales
Components segment sales increaseddecreased $336 million across most lines of business versus 2012 primarily due to increased2015. The following were the primary drivers by business:
Emission solutions sales within the emission solutions business, mainly related to the following:
improved on-highway OEM and aftermarket demand in North America,
the impact of our 2012 acquisition of Hilite experienced in Western Europe, which resulted in $77decreased $182 million of related incremental sales in 2013 compared to 2012,
Western European pre-buy activity in anticipation of the Euro VI emission standards beginning in the first quarter of 2014 and
growth in the medium-duty Brazilian truck market which resulted in improved aftertreatment demand.
The increases above were partially offset by the following:
Foreign currency fluctuations unfavorably impacted sales results.
Fuel systems business sales decreased primarily due to lower demand in North American on-highway markets, andpartially offset by higher demand in China.
Turbo technologies sales decreased $105 million primarily due to lower demand in Europe,North American on-highway markets, partially offset by increased aftermarket demand.higher demand in China.
Foreign currency fluctuations unfavorably impacted sales results primarily in the Chinese renminbi, British pound and Brazilian real.
Fuel systems sales decreased $49 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 increaseddecreased $86 million versus 2012,2015, primarily due to lower gross margin and higher gross margin. Components segment EBIT for 2012 includedselling, general and administrative expenses, partially offset by lower research, development and engineering expenses, restructuring actions and other charges of $6 million in the fourth quarter.2015 and an impairment charge in 2015. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
| | | | | Year ended December 31, 2013 vs. 2012 | | Year ended December 31, 2016 vs. 2015 |
| | | Favorable/(Unfavorable) Change | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | 112 |
| | 13 | % | | 0.9 |
| | $ | (111 | ) | | (9 | )% | | (0.6 | ) |
| Selling, general and administrative expenses | | 7 |
| | 3 | % | | 0.7 |
| | (33 | ) | | (10 | )% | | (1.1 | ) |
| Research, development and engineering expenses | | (5 | ) | | (2 | )% | | 0.3 |
| | 28 |
| | 12 | % | | 0.3 |
|
| Equity, royalty and interest income from investees | | (1 | ) | | (3 | )% | | (0.1 | ) | | 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 our new allocation methodology, 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.
2015 vs. 2014
Sales
Components segment sales increased $54 million versus 2014. The following were the primary drivers by business:
Emission solutions sales increased, primarily due to improved demand in the North American on-highway markets and increased demand in China, partially offset by unfavorable pricing.
Fuel systems sales increased due to the new Beijing Foton ISG engine that entered production in the second quarter of 2014 in China and improved demand in certain North American on-highway markets.
The increases above were partially offset by the following:
Foreign currency fluctuations unfavorably impacted sales primarily in the euro, Brazilian real and British pound.
Turbo technologies sales decreased, primarily due to lower demand in China, Europe and Brazil, partially offset by higher demand in the North American on-highway markets.
Filtration sales decreased, primarily due to lower demand in Europe, Asia Pacific and Brazil, partially offset by higher demand in China.
Segment EBIT
Components segment EBIT increased $43 million versus 2014, primarily due to higher gross margin and lower selling, general and administrative expenses, partially offset by unfavorable foreign currency fluctuations (primarily the euro and Brazilian real), restructuring actions and other charges, an impairment of light-duty diesel assets 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, 2015 vs. 2014 |
| | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | 75 |
| | 6 | % | | 1.2 |
|
| Selling, general and administrative expenses | | 8 |
| | 2 | % | | 0.2 |
|
| Research, development and engineering expenses | | (6 | ) | | (3 | )% | | (0.1 | ) |
| Equity, royalty and interest income from investees | | (1 | ) | | (3 | )% | | — |
|
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 increase in gross margin was primarily due to higher volumes in the emission solutions business and lower material and commodity costs in several businesses,and higher volumes, partially offset by increased product coverage costsunfavorable pricing and unfavorable foreign currency fluctuations.fluctuations (primarily the euro and Brazilian real). The decrease in selling, general and administrative expenses was primarily due to lower discretionary spending in 2013, partially offset by increasedconsulting expenses and lower compensation and variable compensation expense.expenses. The increase in research, development and engineering expenses was primarily due to increased headcount to support our strategic growth initiativeshigher consulting expenses and new product development spending,higher compensation expenses, partially offset by lower consulting expenses.higher expense recovery.
2012 vs. 2011Power Systems Segment Results
Acquisition
In April 2012, we reached an agreement to acquireFinancial data for the doser technology and business assets from Hilite in a cash transaction. Dosers are products that enable compliance with emission standards in certain aftertreatment systems and complement our current product offerings. The transaction was approved by German regulators in June and closed on July 18, 2012. The purchase price was $176 million. There was no contingent consideration associated with this transaction. During 2012, we expensed approximately $4 million of acquisition related costs. See Note 2, "ACQUISITIONS AND DIVESTITURES," to the Consolidated Financial Statements for more details.
Excluding Acquisition
Selected financial information for our ComponentsPower Systems segment excluding the impact of the acquisition on 2012 sales and EBIT was as follows:
| | | | | | | | | Favorable/(Unfavorable) | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2012 vs. 2011 | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2012 | | 2011 | | Amount | | Percent | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| Excluding acquisition | | | | | | | | | |
External sales (1) | | | $ | 2,064 |
| | $ | 2,434 |
| | $ | 2,833 |
| | $ | (370 | ) | | (15 | )% | | $ | (399 | ) | | (14 | )% |
Intersegment sales (1) | | | 1,453 |
| | 1,633 |
| | 1,581 |
| | (180 | ) | | (11 | )% | | 52 |
| | 3 | % |
| Total sales | | $ | 3,966 |
| | $ | 4,063 |
| | $ | (97 | ) | | (2 | )% | | 3,517 |
|
| 4,067 |
|
| 4,414 |
| | (550 | ) | | (14 | )% | | (347 | ) | | (8 | )% |
| Depreciation and amortization | | | 115 |
| | 110 |
| | 97 |
| | (5 | ) | | (5 | )% | | (13 | ) | | (13 | )% |
| Research, development and engineering expenses | | | 189 |
| | 226 |
| | 250 |
| | 37 |
| | 16 | % | | 24 |
| | 10 | % |
| Equity, royalty and interest income from investees | | | 42 |
| | 56 |
| | 68 |
| | (14 | ) | | (25 | )% | | (12 | ) | | (18 | )% |
| Interest income | | | 5 |
| | 5 |
| | 6 |
| | — |
| | — | % | | (1 | ) | | (17 | )% |
Restructuring actions and other charges (2) | | | — |
| | 26 |
| | — |
| | 26 |
| | NM |
| | (26 | ) | | NM |
|
| Segment EBIT | | 434 |
| | 470 |
| | (36 | ) | | (8 | )% | | 263 |
| | 335 |
| | 361 |
| | (72 | ) | | (21 | )% | | (26 | ) | | (7 | )% |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Percentage Points | | | | | | | | Percentage Points | | Percentage Points |
| Segment EBIT as a percentage of total sales | | 10.9 | % | | 11.6 | % | | | | (0.7 | ) | | 7.5 | % | | 8.2 | % | | 8.2 | % | | | | (0.7 | ) | | | | — |
|
"NM" - not meaningful information
Sales
Components segment sales, excluding(1) Due to the acquisition, decreased versus 2011. The following are the primary drivers:
Turbo technologies business sales decreased primarily due to a decline in OEM sales in Europe and China, reduced aftermarket demand and unfavorable foreign currency fluctuations, which were partially offset by higher OEM demand in North America in the first halfacquisitions of the year.
Foreign currency fluctuations unfavorably impacted sales results.
Filtration business sales decreased primarily as a result of the disposition of certain assets and liabilities of our light-duty filtration business and our exhaust business in 2011 and unfavorable foreign currency fluctuations. Disposition related sales were $71 million in 2011. The decreases were partially offset by increased aftermarket demand in the first half of the year.
Fuel systems business sales decreased primarily due to lower European demand and reduced aftermarket demand, which were partially offset by improved demand in North American on-highway marketsdistributors, sales previously recognized as external sales are now included in the first halfintersegment sales.
(2) See Restructuring Actions and Other Charges section of the year."Results of Operations" for additional information.
The decreases above were partially offset by the emission solutions business as sales increased primarily due to higher demand in the North American on-highway market in the first half of the year and new sales in the Brazilian on-highway market as the result of new emission requirements effective January 1, 2012, partially offset by lower sales due to the disposition of certain assets and liabilities of our exhaust business inIn the second quarter of 2011, lower price realization2016, in conjunction with the reorganization of our segments, our Power Systems segment reorganized its reporting structure into the following product lines:
Power generation - We design, manufacture, sell and unfavorable foreign currency fluctuations. Disposition related sales were $55 millionsupport 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.
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 2011.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.
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.
Sales for our Power Systems segment by product line were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| In millions | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| Power generation | | 2,235 |
| | 2,570 |
| | 2,633 |
| | (335 | ) | | (13 | )% | | (63 | ) | | (2 | )% |
| Industrial | | 963 |
| | 1,137 |
| | 1,331 |
| | (174 | ) | | (15 | )% | | (194 | ) | | (15 | )% |
| Generator technologies | | 319 |
| | 360 |
| | 450 |
| | (41 | ) | | (11 | )% | | (90 | ) | | (20 | )% |
| Total sales | | $ | 3,517 |
| | $ | 4,067 |
| | $ | 4,414 |
| | $ | (550 | ) | | (14 | )% | | $ | (347 | ) | | (8 | )% |
High-horsepower unit shipments by engine classification were as follows:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2016 vs. 2015 | | 2015 vs. 2014 |
| | | 2016 | | 2015 | | 2014 | | Amount | | Percent | | Amount | | Percent |
| Power generation | | 7,900 |
| | 8,600 |
| | 8,700 |
| | (700 | ) | | (8 | )% | | (100 | ) | | (1 | )% |
| Industrial | | 4,400 |
| | 5,200 |
| | 6,100 |
| | (800 | ) | | (15 | )% | | (900 | ) | | (15 | )% |
| Total units | | 12,300 |
| | 13,800 |
| | 14,800 |
| | (1,500 | ) | | (11 | )% | | (1,000 | ) | | (7 | )% |
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 $335 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 $174 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 $41 million primarily due to lower demand in China and North America.
Segment EBIT
ComponentsIn 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 2011,2015, primarily due to higherlower 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. Components segment EBIT for 2012 includedexpenses, restructuring actions and other charges in 2015 and a gain from the divestiture of $6 millionan equity investee. 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 | | $ | (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 |
| | NM |
| | 0.6 |
|
| Gain on sale of an equity investee | | 17 |
| | NM |
| | 0.5 |
|
__________________________________________________________________________
"NM" - not meaningful information
(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.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 the fourth quarter of 2016, we sold our remaining 49 percent interest in Cummins Olayan Energy for $61 million and recognized a gain of $17 million.
2015 vs. 2014
Sales
Power Systems segment sales decreased $347 million overall and declined in all product lines versus 2014. The following were the primary drivers:
Industrial sales decreased, primarily due to lower demand in North America, China, the Middle East and Western Europe, partially offset by Africa and India.
Generator technologies sales decreased, primarily due to lower demand in Western Europe, China, the U.K. and North America.
Power generation sales decreased, primarily due to lower demand in North America, Brazil and Russia, partially offset by higher demand in the Middle East, Africa, India and Mexico.
Foreign currency fluctuations unfavorably impacted sales results (primarily the euro, Brazilian real and Indian rupee).
Segment EBIT
Power Systems segment EBIT decreased $26 million versus 2014, primarily due to lower gross margin, restructuring charges and lower equity, royalty and interest income from investees, partially offset by lower selling, general and administrative expenses and lower 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, 2012 vs. 2011 | | Year ended December 31, 2015 vs. 2014 |
| | | Favorable/(Unfavorable) Change | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales | | Amount | | Percent | | Percentage point change as a percent of sales |
| Including acquisition | | | | | | | |
| Gross margin | | $ | (3 | ) | | — | % | | 0.2 |
| | $ | (53 | ) | | (5 | )% | | 0.7 |
|
| Selling, general and administrative expenses | | (4 | ) | | (1 | )% | | (0.2 | ) | | 39 |
| | 8 | % | | — |
|
| Research, development and engineering expenses | | (38 | ) | | (22 | )% | | (1.0 | ) | | 24 |
| | 10 | % | | 0.1 |
|
| Equity, royalty and interest income from investees | | (2 | ) | | (6 | )% | | (0.1 | ) | | (12 | ) | | (18 | )% | | (0.1 | ) |
| Excluding acquisition | | | | | | | |
| Gross margin | | (3 | ) | | — | % | | 0.4 |
| |
| Selling, general and administrative expenses | | (1 | ) | | — | % | | (0.2 | ) | |
| Research, development and engineering expenses | | (35 | ) | | (20 | )% | | (1.0 | ) | |
Restructuring actions and other charges (1) | | | (26 | ) | | NM |
| | (0.6 | ) |
Segment EBIT Excluding Acquisition__________________________________________________________________________
"NM" - not meaningful information
(1) See Restructuring Actions and Other Charges section of "Results of Operations" for additional information.
The decrease in gross margin versus 20112014 was primarily due to lower price realization,volumes and unfavorable foreign currency fluctuations, the disposition of certain assets and liabilities of our exhaust business and our light-duty filtration business in 2011 and restructuring and other charges,pricing, partially offset by higher volumes, particularlysavings from operating actions taken in the emission solutions business, lower material costs and improved product coverage.December of 2014. The increasedecrease in selling, general and administrative expenses was primarily due to increased headcount to support our strategic growth initiatives launched prior to a numberlower compensation expenses as the result of markets unexpectedly slowingoperating actions taken in mid-2012, partially offset by decreased variable compensation expenseDecember of 2014 and lower discretionary spending in the second half of 2012.consulting expenses. The increasedecrease in research, development and engineering expenses was primarily due to new product development spending and increased headcount to support our strategic growth initiatives.
In 2011, we sold certain assets and liabilities of our exhaust business and light-duty filtration business and recognized $68 million and $53 million, respectively, in pre-tax gain onlower compensation expenses as the sales. The gains have been excluded from Components results as they were not considered in our evaluation of Components operating results for the year ended 2011. See Note 2, "ACQUISITIONS AND DIVESTITURES," to the Consolidated Financial Statements.
Power Generation Segment Results
Financial data for the Power Generation segment was as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent |
| External sales | | $ | 2,154 |
| | $ | 2,163 |
| | $ | 2,492 |
| | $ | (9 | ) | | — | % | | $ | (329 | ) | | (13 | )% |
| Intersegment sales | | 877 |
| | 1,105 |
| | 1,006 |
| | (228 | ) | | (21 | )% | | 99 |
| | 10 | % |
| Total sales | | 3,031 |
|
| 3,268 |
|
| 3,498 |
| | (237 | ) | | (7 | )% | | (230 | ) | | (7 | )% |
| Depreciation and amortization | | 50 |
| | 47 |
| | 42 |
| | (3 | ) | | (6 | )% | | (5 | ) | | (12 | )% |
| Research, development and engineering expenses | | 73 |
| | 76 |
| | 54 |
| | 3 |
| | 4 | % | | (22 | ) | | (41 | )% |
| Equity, royalty and interest income from investees | | 32 |
| | 40 |
| | 47 |
| | (8 | ) | | (20 | )% | | (7 | ) | | (15 | )% |
| Interest income | | 6 |
| | 9 |
| | 8 |
| | (3 | ) | | (33 | )% | | 1 |
| | 13 | % |
| Segment EBIT | | 218 |
| | 285 |
| | 373 |
| | (67 | ) | | (24 | )% | | (88 | ) | | (24 | )% |
| | | | | | | | | | | | | | | |
| | | | | | | | | Percentage Points | | Percentage Points |
| Segment EBIT as a percentage of total sales | | 7.2 | % | | 8.7 | % | | 10.7 | % | | | | (1.5 | ) | | | | (2.0 | ) |
In the first quarter of 2012, our Power Generation segment reorganized its reporting structure to include the following businesses.
Power products - Our power products business manufactures generators for commercial and consumer applications ranging from two kilowatts (kW) to one megawatt (MW) under the Cummins Power Generation and Cummins Onan brands.
Power systems - Our power systems business manufactures and sells diesel fuel-based generator sets over one MW, paralleling systems and transfer switches for critical protection and distributed generation applications. We also offer integrated systems that consist of generator sets, power transfer and paralleling switchgear for applications such as data centers, health care facilities and waste water treatment plants.
Alternators - Our alternator business (formally called generator technologies prior to the fourth quarter of 2013) designs, manufactures, sells and services A/C generator/alternator products internally as well as to other generator set assemblers. Our products are sold under the Stamford, AVK and Markon brands and range in output from 0.6 kilovolt-amperes (kVA) to 30,000 kVA.
Power solutions -Our power solutions business provides natural gas fuel-based turnkey solutions for distributed generation and energy management applications in the range of 300-2000 kW products. The business also serves a global rental account for diesel and gas generator sets.
Sales for our Power Generation segment by business (including 2011 reorganized balances) were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent |
| Power products | | $ | 1,725 |
| | $ | 1,654 |
| | $ | 1,636 |
| | $ | 71 |
| | 4 | % | | $ | 18 |
| | 1 | % |
| Power systems | | 656 |
| | 757 |
| | 815 |
| | (101 | ) | | (13 | )% | | (58 | ) | | (7 | )% |
| Alternators | | 496 |
| | 566 |
| | 673 |
| | (70 | ) | | (12 | )% | | (107 | ) | | (16 | )% |
| Power solutions | | 154 |
| | 291 |
| | 374 |
| | (137 | ) | | (47 | )% | | (83 | ) | | (22 | )% |
| Total sales | | $ | 3,031 |
| | $ | 3,268 |
| | $ | 3,498 |
| | $ | (237 | ) | | (7 | )% | | $ | (230 | ) | | (7 | )% |
2013 vs. 2012
Sales
Power Generation segment sales decreased versus 2012, primarily due to lower demand in the power solutions and power systems businesses. The following are the primary drivers by business:
Power solutions sales decreased primarily due to lower volumes in the U.K., partially offset by increased sales in Asia.
Power systems sales decreased primarily due to reduced demand in India, the Middle East, China, Asia and Russia, partially offset by increased sales in Western Europe.
Alternators sales decreased primarily due to demand reductions in Europe, the U.K. and India.
The decreases above were partially offset by power products as sales increased primarily due to higher volumes in North America and improved price realization. These increases were partially offset by demand reductions in India and Asia and unfavorable foreign currency fluctuations.
Segment EBIT
Power Generation segment EBIT decreased versus 2012, primarily due to lower gross margin, partially offset by lower selling, general and administrative expenses. Power Generation segment EBIT for 2013 included an $8 million legal settlement in the third quarter and an $8 million impairment charge for the write-off of an equity method investment in the fourth quarter, while segment EBIT for 2012 included restructuring and other charges of $12 million in the fourth quarter. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
| | | | | | | | | | |
| | | Year ended December 31, 2013 vs. 2012 |
| | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | (70 | ) | | (11 | )% | | (0.9 | ) |
| Selling, general and administrative expenses | | 14 |
| | 4 | % | | (0.3 | ) |
| Research, development and engineering expenses | | 3 |
| | 4 | % | | (0.1 | ) |
| Equity, royalty and interest income from investees | | (8 | ) | | (20 | )% | | (0.1 | ) |
The decrease in gross margin versus 2012 was due to lower volumes, partially offset by improved price realization and favorable foreign currency fluctuations. The decreases in selling, general and administrative expenses and research, development and engineering expenses were primarily due to the absence of restructuring charges incurred in the fourth quarter of last year and lower discretionary spending to align with slowing demand in key markets. The decrease in equity, royalty and interest income from investees was due to an $8 million impairment charge of an equity method investment in the fourth quarter of 2013.
2012 vs. 2011
Sales
Power Generation segment sales decreased versus 2011, primarily due to lower demand in the alternators, power solutions and power systems businesses. The following are the primary drivers by business:
Alternators sales decreased primarily due to demand reductions in Europe and Asia and unfavorable foreign currency fluctuations.
Power solutions sales decreased primarily due to lower volumes in Europe, Africa, Russia and Asia.
Power systems sales decreased primarily due to lower volumes in the Middle East, North America and Latin America and unfavorable foreign currency fluctuations, which were partially offset by stronger demand in Asia and improved price realization.
The decreases above were partially offset by power products as sales increased primarily due to higher volumes in North America and Western Europe and improved price realization. These increases were partially offset by demand reductions in China, the U.K., Latin America and Eastern Europe and unfavorable foreign currency fluctuations.
Segment EBIT
Power Generation segment EBIT decreased versus 2011, primarily due to lower gross margin, higher research, development and engineering expenses, lower equity, royalty and interest income from investees and higher selling, general and administrative expenses. Power Generation segment EBIT for 2012 included restructuring and other charges of $12 million in the fourth quarter. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
| | | | | | | | | | |
| | | Year ended December 31, 2012 vs. 2011 |
| | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | (60 | ) | | (9 | )% | | (0.4 | ) |
| Selling, general and administrative expenses | | (6 | ) | | (2 | )% | | (0.8 | ) |
| Research, development and engineering expenses | | (22 | ) | | (41 | )% | | (0.8 | ) |
| Equity, royalty and interest income from investees | | (7 | ) | | (15 | )% | | (0.1 | ) |
The decrease in gross margin versus 2011 was due to lower volumes, unfavorable foreign currency fluctuations, higher material costs, increased product coverage and restructuring and other charges, which were partially offset by improved price realization. The increase in selling, general and administrative expenses was primarily due to increased headcount to support our strategic growth initiatives, partially offset by lower discretionary spending in the second half of 2012 to align with slowing demand in key markets. The increase in research, development and engineering expenses was primarily due to increased headcount to support our strategic growth initiatives and new product development spending. Equity, royalty and interest income from investees decreased primarily due to lower profitability at Cummins Olayan Energy Ltd. and Chongqing Cumins Engine Company, Ltd.
Distribution Segment Results
Financial data for the Distribution segment was as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent |
| External sales | | $ | 3,726 |
| | $ | 3,261 |
| | $ | 3,021 |
| | $ | 465 |
| | 14 | % | | $ | 240 |
| | 8 | % |
| Intersegment sales | | 23 |
| | 16 |
| | 23 |
| | 7 |
| | 44 | % | | (7 | ) | | (30 | )% |
| Total sales | | 3,749 |
|
| 3,277 |
|
| 3,044 |
| | 472 |
| | 14 | % | | 233 |
| | 8 | % |
| Depreciation and amortization | | 54 |
| | 34 |
| | 25 |
| | (20 | ) | | (59 | )% | | (9 | ) | | (36 | )% |
| Research, development and engineering expenses | | 6 |
| | 6 |
| | 3 |
| | — |
| | — | % | | (3 | ) | | (100 | )% |
| Equity, royalty and interest income from investees | | 165 |
| | 188 |
| | 172 |
| | (23 | ) | | (12 | )% | | 16 |
| | 9 | % |
| Interest income | | 2 |
| | 2 |
| | 3 |
| | — |
| | — | % | | (1 | ) | | (33 | )% |
Segment EBIT(1) | | 388 |
| | 369 |
| | 386 |
| | 19 |
| | 5 | % | | (17 | ) | | (4 | )% |
| | | | | | | | | | | | | | | |
| | | | | | | | | Percentage Points | | Percentage Points |
| Segment EBIT as a percentage of total sales | | 10.3 | % | | 11.3 | % | | 12.7 | % | | | | (1.0 | ) | | | | (1.4 | ) |
| |
(1)
| Segment EBIT for 2013 included gains of $5 million and $7 million related to the remeasurement of our pre-existing 33 percent and 50 percent ownership in Rocky Mountain and Northwest, respectively, to fair value in accordance with GAAP. Segment EBIT for 2012 included a $7 million gain related to the remeasurement of our pre-existing 35 percent ownership in Central Power to fair value in accordance with GAAP. See Note 2, "ACQUISITIONS AND DIVESTITURES," to the Consolidated Financial Statements for further information.
|
Sales for our Distribution segment by region were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent |
| North & Central America | | $ | 1,470 |
| | $ | 901 |
| | $ | 795 |
| | $ | 569 |
| | 63 | % | | $ | 106 |
| | 13 | % |
| Europe and Middle East | | 770 |
| | 770 |
| | 810 |
| | — |
| | — | % | | (40 | ) | | (5 | )% |
| NE/SE Asia / South Pacific | | 758 |
| | 820 |
| | 779 |
| | (62 | ) | | (8 | )% | | 41 |
| | 5 | % |
| China | | 290 |
| | 313 |
| | 208 |
| | (23 | ) | | (7 | )% | | 105 |
| | 50 | % |
| India | | 170 |
| | 181 |
| | 184 |
| | (11 | ) | | (6 | )% | | (3 | ) | | (2 | )% |
| South America | | 149 |
| | 138 |
| | 117 |
| | 11 |
| | 8 | % | | 21 |
| | 18 | % |
| Africa | | 142 |
| | 154 |
| | 151 |
| | (12 | ) | | (8 | )% | | 3 |
| | 2 | % |
| Total sales | | $ | 3,749 |
| | $ | 3,277 |
| | $ | 3,044 |
| | $ | 472 |
| | 14 | % | | $ | 233 |
| | 8 | % |
Sales for our Distribution segment by product were as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Favorable/(Unfavorable) |
| | | Years ended December 31, | | 2013 vs. 2012 | | 2012 vs. 2011 |
| In millions | | 2013 | | 2012 | | 2011 | | Amount | | Percent | | Amount | | Percent |
| Parts and filtration | | $ | 1,465 |
| | $ | 1,235 |
| | $ | 1,085 |
| | $ | 230 |
| | 19 | % | | $ | 150 |
| | 14 | % |
| Power generation | | 931 |
| | 807 |
| | 722 |
| | 124 |
| | 15 | % | | 85 |
| | 12 | % |
| Engines | | 713 |
| | 665 |
| | 703 |
| | 48 |
| | 7 | % | | (38 | ) | | (5 | )% |
| Service | | 640 |
| | 570 |
| | 534 |
| | 70 |
| | 12 | % | | 36 |
| | 7 | % |
| Total sales | | $ | 3,749 |
|
| $ | 3,277 |
|
| $ | 3,044 |
| | $ | 472 |
| | 14 | % | | $ | 233 |
| | 8 | % |
Acquisitions
In 2013, we acquired the remaining interest in Rocky Mountain and Northwest, two previously unconsolidated equity investees. On December 31, 2013, we also acquired the remaining interest in already consolidated Western Canada. In 2012, we purchased the majority interest in Central Power, an equity investee, as well as several immaterial acquisitions. See Note 2, "ACQUISITIONS AND DIVESTITURES," to the Consolidated Financial Statements for more details.
2013 vs. 2012
Sales
Distribution segment sales increased versus 2012 primarily due to $507 million of incremental sales in 2013 related to the acquisition of partially-owned North American distributors since June 2012. The acquisition-related sales by product were as follows:
$236 million for the parts and filtration business,
$94 million for the engine business,
$117 million for the power generation business, and
$60 million for the service business.
These increases were partially offset by decreased engine product sales, primarily due to a significant slowdown in the North American oil and gas markets, and by unfavorable foreign currency fluctuations. Excluding acquisition related sales, all other changes by product line were relatively flat versus 2012.
Segment EBIT
Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
| | | | | | | | | | |
| | | Year ended December 31, 2013 vs. 2012 |
| | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales |
| Gross margin | | $ | 86 |
| | 13 | % | | (0.4 | ) |
| Selling, general and administrative expenses | | (41 | ) | | (8 | )% | | 0.9 |
|
| Equity, royalty and interest income from investees | | (23 | ) | | (12 | )% | | (1.3 | ) |
Distribution segment EBIT increased versus 2012, primarily due to higher gross margin as a result of the acquisition and consolidationoperating actions taken in December of partially owned North American distributors in 2013. This increase was partially offset by unfavorable foreign currency fluctuations, higher selling, general and administrative expenses and lower equity, royalty and interest income from investees as a result of the acquisitions. Amortization of intangible assets related to these acquisitions also negatively impacted EBIT for 2013. These acquisitions resulted in a $12 million gain related to the remeasurement of our pre-existing ownership interest in 2013, compared to a $7 million gain related to the remeasurement of our pre-existing 35 percent ownership in Central Power in 2012. Distribution segment EBIT also included restructuring and other charges of $14 million in the fourth quarter of 2012.
2012 vs. 2011
Sales
The 2012 Central Power acquisition related sales by product were $61 million for the parts and filtration business, $52 million for the engine business, $28 million for the power generation business, and $18 million for the service business. Distribution segment sales, excluding acquisition related sales of $159 million, increased versus 2011 due to higher demand in the parts and filtration, power generation and service businesses, partially offset by lower demand in the engine business. The following were the primary drivers by line of business:
Parts and filtration product sales increased primarily due to higher demand in North and Central America and the Middle East.
Power generation product sales increased primarily due to growth in East Asia and improved demand in the South Pacific, which were partially offset by a reduction in nonrecurring project-related sales in the Middle East.
Service revenue increased primarily due to higher demand from mining customers in the South Pacific and higher volumes in East Asia and Europe.
The increases above were partially offset by the following:
Foreign currency fluctuations unfavorably impacted sales results.
Engine product sales decreased primarily due to a significant slowdown in the North American oil and gas markets and lower demand in Europe as a result of pre-buy activity in the second half of 2011 ahead of the 2012 emissions change for certain construction engines, which were partially offset by growth in East Asia.
Segment EBIT
Distribution segment EBIT decreased versus 2011, primarily due to higher selling, general and administrative expenses and higher research, development and engineering expenses, which were partially offset by higher equity, royalty and interest income from investees and higher gross margin. Distribution segment EBIT for 2012 included restructuring and other charges of $14 million in the fourth quarter. Major components of EBIT and related changes to segment EBIT and EBIT as a percentage of sales were as follows:
|
| | | | | | | | | | |
| | | Year ended December 31, 2012 vs. 2011 |
| | | Favorable/(Unfavorable) Change |
| In millions | | Amount | | Percent | | Percentage point change as a percent of sales |
| Including acquisitions | | | | | | |
| Gross margin | | $ | 11 |
| | 2 | % | | (1.2 | ) |
| Selling, general and administrative expenses | | (46 | ) | | (10 | )% | | (0.3 | ) |
| Research, development and engineering expenses | | (3 | ) | | (100 | )% | | (0.1 | ) |
| Equity, royalty and interest income from investees | | 16 |
| | 9 | % | | — |
|
| Excluding acquisitions | | | | | | |
| Gross margin | | (18 | ) | | (3 | )% | | (1.1 | ) |
| Selling, general and administrative expenses | | (23 | ) | | (5 | )% | | (0.4 | ) |
Segment EBIT Excluding Acquisitions
2014. The decrease in gross margin versus 2011 was primarily due to unfavorable foreign currency impacts, unfavorable variations in geographic mix and restructuring and other charges, which were partially offset by higher volumes in most products. The increase in selling, general and administrative expenses was primarily due to increased headcount to support our strategic growth initiatives launched prior to a number of markets unexpectedly slowing in mid-2012, partially offset by decreased variable compensation expense and lower discretionary spending in the second half of 2012. The increase in research, development and engineering expenses was mainly due to increased headcount to support our strategic growth initiatives. The increase in equity, royalty and interest income from investees was primarily due to increased income from North American distributors.lower equity earnings in China.
Reconciliation of Segment EBIT to Net Income Before Income Taxes
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, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Total segment EBIT | | $ | 2,174 |
| | $ | 2,328 |
| | $ | 2,613 |
| |
| TOTAL SEGMENT EBIT | | | $ | 1,982 |
| | $ | 2,110 |
| | $ | 2,567 |
|
Non-segment EBIT (1) | | (14 | ) | | (25 | ) | | 102 |
| | 17 |
| | (20 | ) | | (69 | ) |
| Total EBIT | | 2,160 |
|
| 2,303 |
|
| 2,715 |
| |
| TOTAL EBIT | | | 1,999 |
|
| 2,090 |
|
| 2,498 |
|
| Less: Interest expense | | 41 |
| | 32 |
| | 44 |
| | 69 |
| | 65 |
| | 64 |
|
| Income before income taxes | | $ | 2,119 |
| | $ | 2,271 |
| | $ | 2,671 |
| |
| INCOME BEFORE INCOME TAXES | | | 1,930 |
| | 2,025 |
| | 2,434 |
|
| Less: Income tax expense | | | 474 |
| | 555 |
| | 698 |
|
| CONSOLIDATED NET INCOME | | | 1,456 |
| | 1,470 |
| | 1,736 |
|
| Less: Net income attributable to noncontrolling interest | | | 62 |
| | 71 |
| | 85 |
|
| NET INCOME ATTRIBUTABLE TO CUMMINS INC. | | | $ | 1,394 |
| | $ | 1,399 |
| | $ | 1,651 |
|
| |
(1)(1) Includes 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, 2016 and 2014. | Includes intersegment sales and profit in inventory eliminations and unallocated corporate expenses. The year ended December 31, 2012, included a $6 million gain ($4 million after-tax) related to adjustments from our 2011 divestitures and a $20 million charge ($12 million after-tax) related to legal matters. The year ended December 31, 2011, included a $68 million gain ($37 million after-tax) and a $53 million gain ($33 million after-tax) related to the Component segment sales of certain assets and liabilities from our exhaust and light-duty filtration businesses, respectively, and a $38 million gain ($24 million after-tax) related to the insurance settlement regarding the June 2008 flood in Southern Indiana. The gains and losses have been excluded from segment results as they were not considered in our evaluation of operating results for the years ended December 31, 2012 and 2011.
|
| |
(2)
| Depreciation and amortization as shown on a segment basis excludes the amortization of debt discount and deferred costs that are included in the Consolidated Statements of Income as "Interest expense."
|
LIQUIDITY AND CAPITAL RESOURCES
Management's AssessmentKey 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 Liquidity
Our financial conditionmanagement attention. Working capital and liquidity remain strong. Our solid balance sheet measures are provided in the following table:
|
| | | | | | | | |
| Dollars in millions | | December 31,
2016 | | December 31,
2015 |
Working capital (1) | | $ | 3,382 |
| | $ | 4,144 |
|
| Current ratio | | 1.78 |
| | 2.09 |
|
| Accounts and notes receivable, net | | $ | 3,025 |
| | $ | 2,820 |
|
| Days’ sales in receivables | | 61 |
| | 55 |
|
| Inventories | | $ | 2,675 |
| | $ | 2,707 |
|
| Inventory turnover | | 4.7 |
| | 4.9 |
|
| Accounts payable (principally trade) | | $ | 1,854 |
| | $ | 1,706 |
|
| Days' payable outstanding | | 51 |
| | 48 |
|
| Total debt | | $ | 1,856 |
| | $ | 1,639 |
|
Total debt as a percent of total capital (2) | | 20.6 | % | | 17.5 | % |
(1)Working capital includes cash and credit ratings enable us to have ready access to credit and the capital markets.cash equivalents.
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 on September 16, 2013. 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.
In September 2013, we issued $1 billion aggregate principal amount of senior notes consisting of $500 million aggregate principal amount of 3.65% senior unsecured notes due in 2023 and $500 million aggregate principal amount of 4.875% senior unsecured notes due in 2043.We received net proceeds of (2)$979 million. The senior notes pay interest semi-annually on April 1 and October 1, commencing on April 1, 2014. The indenture governing the senior notes contains covenants that, among other matters, limit (i)increase in our abilitydebt to consolidate or merge into, or sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our and our subsidiaries' assetscapital ratio was due to another person, (ii) our and certain of our subsidiaries' ability to create or assume liens and (iii) our and certain of our subsidiaries' ability to engage in sale and leaseback transactions. We currently anticipate usinghigher total debt, as a portionresult of the commercial paper program added in 2016, and a net decrease in shareholders' equity.
Cash Flows
Cash and cash equivalents were impacted as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, | | Change |
| In millions | | 2016 | | 2015 | | 2014 | | 2016 vs. 2015 | | 2015 vs. 2014 |
| Net cash provided by operating activities | | $ | 1,935 |
| | $ | 2,059 |
| | $ | 2,266 |
| | $ | (124 | ) | | $ | (207 | ) |
| Net cash used in investing activities | | (917 | ) | | (918 | ) | | (1,234 | ) | | 1 |
| | 316 |
|
| Net cash used in financing activities | | (1,409 | ) | | (1,644 | ) | | (1,343 | ) | | 235 |
| | (301 | ) |
| Effect of exchange rate changes on cash and cash equivalents | | (200 | ) | | (87 | ) | | (87 | ) | | (113 | ) | | — |
|
| Net decrease in cash and cash equivalents | | $ | (591 | ) | | $ | (590 | ) | | $ | (398 | ) | | $ | (1 | ) | | $ | (192 | ) |
2016 vs. 2015
Net cash provided by operating activities decreased $124 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.
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 $235 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 by $112 million.
2015 vs. 2014
Net cash provided by operating activities decreased $207 million versus 2014, primarily due to lower consolidated net income of $266 million and unfavorable working capital fluctuations of $328 million, partially offset by the impact of the non-cash impairment of light-duty diesel assets of $211 million. During 2015, the higher working capital requirements resulted in a cash outflow of $260 million compared to a cash inflow of $68 million in 2014. This change of $328 million was primarily driven by a decrease in accrued expenses and accounts payable, partially offset by a decrease in inventory and accounts and notes receivable.
Net cash used in investing activities decreased $316 million versus 2014, primarily due to lower cash investment for the planned acquisitions of the equity that we do not already ownbusinesses of $319 million.
Net cash used in our partially-owned United Statesfinancing activities increased $301 million versus 2014, primarily due to higher common stock repurchases of $230 million and Canadian distributors, as well as for general corporate purposes. We plan to spend approximately $400 million to $500 million on distributor acquisitions and refinancings in 2014.higher dividend payments of $110 million.
We assess our liquidity in termsSources of our ability to generate adequate cash to fund our operating, investing and financing activities. Liquidity
We generate significant ongoing cash flow, which has been used, in part, to fund capital expenditures, pay dividends on our common stock, fund repurchases of common stock and make acquisitions.flow. Cash provided by operations is our principal source of liquidity. As ofliquidity with $1.9 billion provided in 2016.
At December 31, 2013, other2016, our sources of liquidity included:
cash and cash equivalents of $2.7 billion, of which approximately 53 percent was located in the U.S. and 47 percent was located outside the U.S., primarily in the U.K., China and Singapore,marketable securities of $150 million, which were located in India and the U.S. and the |
| | | | | | | | | | | | | | |
| | | December 31, 2016 |
| In millions | | Total | | U.S. | | International | | Primary location of international balances |
| Cash and cash equivalents | | $ | 1,120 |
| | $ | 323 |
| | $ | 797 |
| | U.K., Singapore, China |
Marketable securities (1) | | 260 |
| | 40 |
| | 220 |
| | India, China |
| Total | | $ | 1,380 |
| | $ | 363 |
| | $ | 1,017 |
| | |
| Available credit capacity | | | | | | | | |
Revolving credit facility (2) | | $ | 1,538 |
| | | | | | |
International and other uncommitted domestic credit facilities (3) | | 128 |
| | | | | | |
(1) The majority of whichmarketable securities could be liquidated into cash within a few days,days.
(2) The revolving credit facility with $1.7is maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. At December 31, 2016, we had $212 million of commercial paper outstanding, which effectively reduced the $1.75 billion available net of outstanding letters of credit and
international and other domestic short-term credit facilities with $310 million available.
We believecapacity under our liquidity provides us with the financial flexibility needed to fund working capital, capital expenditures, projected pension obligations, dividend payments, common stock repurchases, acquisitions and debt service obligations. We continue to generate cash from operations in the U.S. and maintain access to $1.7 billion of our revolver as noted above.
Our revolving credit agreement provides us with a $1.75 billion unsecured revolving credit facility the proceeds of which are to be used for our general corporate purposes. See Note 10, "DEBT" to our Consolidated Financial Statements for further information. The credit agreement includes one financial covenant: a leverage ratio. The required leverage ratio, which measures the sum of total debt plus securitization financing to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) for the four fiscal quarters may not exceed 3.25 to 1.0. At December 31, 2013, our leverage ratio was 0.70 to 1.0.$1.54 billion.
(3) The available capacity is net of letters of credit.
Cash, Cash Equivalents and Marketable Securities
A significant portion of our cash flows is generated outside the U.S. As of December 31, 2013, the total of cash, cash equivalents and marketable securities held by foreign subsidiaries was $1.4 billion, the vast majority of which was located in the U.K., China, Singapore and India. The geographic location of our cash and marketable securities aligns well with our business growth strategy.ongoing investments. 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 targeted expansion or operating needs with local resources.
If we distribute our foreign cash balances to the U.S. or to other foreign subsidiaries, we could be required to accrue and pay U.S. taxes. Fortaxes, for example, we would be required to accrue and pay additional U.S. taxes if we repatriated cash from certain foreign subsidiaries whose earnings we have asserted are permanently reinvested outside of the U.S. Foreign earnings for which we assert permanent reinvestment outside the U.S. consist primarily of earnings of our China and U.K. domiciled subsidiaries. At present, we do not foresee a need to repatriate any earnings from these subsidiaries for which we have asserted
permanent reinvestment. However, to help fund cash needs of the U.S. or other international subsidiaries as they arise, we repatriate available cash from certain foreign subsidiaries whose earnings are not permanently reinvested when it is cost effective to do so. Earnings generated after December 31, 2011, from our China operations are considered permanently reinvested, while earnings generated prior to January 1, 2012, for which U.S. deferred tax liabilities have been recorded, are expected to be repatriated in future years.
Debt Facilities and Other Sources of Liquidity
In February 2016, the Board of Directors authorized the issuance of up to $1.75 billion of unsecured short-term promissory notes ("commercial paper") pursuant to a commercial paper program. The program will facilitate the private placement of unsecured short-term debt through third party brokers. We intend to use the net proceeds from the commercial paper program for general corporate purposes.
We have a $1.75 billion revolving credit facility, the proceeds of which can be used for general corporate purposes. This facility expires on November 13, 2020. The revolving credit facility is maintained primarily to provide backup liquidity for our commercial paper borrowings, letters of credit and general corporate purposes. The total combined borrowing capacity under the revolving credit facility and commercial paper program should not exceed $1.75 billion. See Note 9, "DEBT," to our Consolidated Financial Statements for additional information. The credit agreement includes one financial covenant: a leverage ratio. The required leverage ratio, which measures the sum of total debt plus securitization financing to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) as of the last day of any fiscal quarter, for the four fiscal quarters ended on such date may not exceed 3.5 to 1.0. At December 31, 2016, our leverage ratio was 0.75 to 1.0.
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 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.
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 $8$4 million to $82$35 million over each of the next five years.
Working Capital SummaryUses of Cash
We fund our working capital with cash from operations and short-term borrowings 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.
|
| | | | | | | | | | | | | | | |
| | | | | | | Change 2013 vs 2012 |
| In millions | | 2013 | | 2012 | | Amount | | Percent |
| Cash and cash equivalents | | $ | 2,699 |
| | $ | 1,369 |
| | $ | 1,330 |
| | 97 | % |
| Marketable securities | | 150 |
| | 247 |
| | (97 | ) | | (39 | )% |
| Accounts and notes receivable, net | | 2,649 |
| | 2,475 |
| | 174 |
| | 7 | % |
| Inventories | | 2,381 |
| | 2,221 |
| | 160 |
| | 7 | % |
| Prepaid expenses and other current assets | | 760 |
| | 855 |
| | (95 | ) | | (11 | )% |
| Current assets | | 8,639 |
| | 7,167 |
| | 1,472 |
| | 21 | % |
| | | | | | | | | |
| Current maturity of long-term debt, accounts and loans payable | | 1,625 |
| | 1,416 |
| | 209 |
| | 15 | % |
| Current portion of accrued product warranty | | 360 |
| | 386 |
| | (26 | ) | | (7 | )% |
| Accrued compensation, benefits and retirement costs | | 433 |
| | 400 |
| | 33 |
| | 8 | % |
| Taxes payable (including taxes on income) | | 99 |
| | 173 |
| | (74 | ) | | (43 | )% |
| Other accrued expenses | | 851 |
| | 761 |
| | 90 |
| | 12 | % |
| Current liabilities | | 3,368 |
| | 3,136 |
| | 232 |
| | 7 | % |
| | | | | | | | | |
| Working capital | | $ | 5,271 |
| | $ | 4,031 |
| | |
| | |
|
| | | | | | | | | |
| Current ratio | | 2.57 |
| | 2.29 |
| | |
| | |
|
| Days’ sales in receivables | | 54 |
| | 53 |
| | |
| | |
|
| Inventory turnover | | 5.4 |
| | 5.7 |
| | |
| | |
|
Current assets increased 21 percent compared to 2012, primarily due to increases in cash and cash equivalents as a result of the $1 billion debt issuance in September 2013, accounts and notes receivable and inventories, partially offset by a decline in marketable securities and a decline in other current assets (primarily related to refundable income taxes received in the first quarter of 2013).
Current liabilities increased 7 percent compared to 2012, primarily due to an increase in accounts payable trade and an increase in other accrued expenses, partially offset by a decrease in taxes payable.
Inventory turnover decreased 0.3 turns compared to 2012. The decrease was primarily due to inventory acquired as part of the acquisitions of Rocky Mountain and Northwest in 2013.
Cash Flows
Cash and cash equivalents increased $1,330 million during the year ended December 31, 2013, compared to a decrease of $115 million during the comparable period in 2012. The change in cash and cash equivalents was as follows:
Operating Activities
|
| | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, | | Change |
| In millions | | 2013 | | 2012 | | 2011 | | 2013 vs. 2012 | | 2012 vs. 2011 |
| Consolidated net income | | $ | 1,588 |
| | $ | 1,738 |
| | $ | 1,946 |
| | $ | (150 | ) | | $ | (208 | ) |
| Restructuring and other charges and credits, net of cash payments | | (25 | ) | | 27 |
| | — |
| | (52 | ) | | 27 |
|
| Depreciation and amortization | | 407 |
| | 361 |
| | 325 |
| | 46 |
| | 36 |
|
| Gain on sale of businesses | | — |
| | (6 | ) | | (121 | ) | | 6 |
| | 115 |
|
| Gain on sale of equity investment | | — |
| | (13 | ) | | — |
| | 13 |
| | (13 | ) |
| Gain on fair value adjustment for consolidated investees | | (12 | ) | | (7 | ) | | — |
| | (5 | ) | | (7 | ) |
| Deferred income taxes | | 100 |
| | 116 |
| | 85 |
| | (16 | ) | | 31 |
|
| Equity in income of investees, net of dividends | | (62 | ) | | (15 | ) | | (23 | ) | | (47 | ) | | 8 |
|
| Pension contributions in excess of expense | | (82 | ) | | (68 | ) | | (131 | ) | | (14 | ) | | 63 |
|
| Other post-retirement benefits payments in excess of expense | | (25 | ) | | (21 | ) | | (31 | ) | | (4 | ) | | 10 |
|
| Stock-based compensation expense | | 37 |
| | 36 |
| | 42 |
| | 1 |
| | (6 | ) |
| Excess tax benefits on stock-based awards | | (13 | ) | | (14 | ) | | (5 | ) | | 1 |
| | (9 | ) |
| Translation and hedging activities | | 17 |
| | — |
| | 4 |
| | 17 |
| | (4 | ) |
| Changes in current assets and liabilities, net of acquisitions and divestitures | | | | | | | |
|
| |
|
|
| Accounts and notes receivable | | (148 | ) | | 87 |
| | (350 | ) | | (235 | ) | | 437 |
|
| Inventories | | (46 | ) | | (32 | ) | | (225 | ) | | (14 | ) | | 193 |
|
| Other current assets | | 212 |
| | (60 | ) | | (21 | ) | | 272 |
| | (39 | ) |
| Accounts payable | | 163 |
| | (256 | ) | | 208 |
| | 419 |
| | (464 | ) |
| Accrued expenses | | (246 | ) | | (514 | ) | | 234 |
| | 268 |
| | (748 | ) |
| Changes in other liabilities and deferred revenue | | 211 |
| | 214 |
| | 139 |
| | (3 | ) | | 75 |
|
| Other, net | | 13 |
| | (41 | ) | | (3 | ) | | 54 |
| | (38 | ) |
| Net cash provided by operating activities | | $ | 2,089 |
| | $ | 1,532 |
| | $ | 2,073 |
| | $ | 557 |
| | $ | (541 | ) |
2013 vs. 2012
Net cash provided by operating activities increased versus 2012 primarily due to favorable working capital fluctuations, partially offset by lower consolidated net income and lower dividends received from equity investees. During 2013, the net increase in working capital resulted in a cash outflow of $65 million compared to a cash outflow of $775 million in 2012. This change of $710 million was primarily driven by an increase in accounts payable due to timing differences, lower net tax payments of $311 million due to the receipt of income tax refunds in 2013, which were partially offset by tax payments, and a smaller decrease in accrued expenses, partially offset by an increase in accounts and notes receivable in 2013 as a result of higher sales in the fourth quarter of 2013 versus 2012.
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 2013, the investment return on our U.S. pension trust was 7.6 percent while our U.K. pension trust return was 10.9 percent.Approximately 77 percent of our pension plan assets are invested in highly liquid investments such as fixed income and equity securities. The remaining 23 percent of our plan assets are invested in less liquid, but market valued investments, including real estate, private equity and insurance contracts. We made $169 million of pension contributions in 2013, including $112 million of voluntary contributions. Claims and premiums for other postretirement benefits approximated $48 million, net of reimbursements, in 2013. These contributions and payments include payments from our funds either to increase pension plan assets or to make direct payments to plan participants. We anticipate making total contributions of $205 million to our defined benefit pension plans in 2014. Expected contributions to our defined benefit pension plans in 2014 will meet or exceed the current funding requirements.
2012 vs. 2011
Net cash provided by operating activities decreased versus 2011 primarily due to unfavorable working capital fluctuations and lower consolidated net income, which were partially offset by a lower non-cash gain on disposition of certain assets and liabilities of our exhaust business and our light-duty filtration business in 2012. During 2012, the net increase in working capital resulted in a cash outflow of $775 million compared to a cash outflow of $154 million in 2011. This change of $621 million was primarily driven by lower accrued expenses and a decrease in accounts payable, as volumes dropped in the second half of the year, and higher cash tax payments of approximately $159 million. These were partially offset by a decrease in accounts and notes receivable and a smaller increase in inventory in 2012.
Investing Activities
|
| | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, | | Change |
| In millions | | 2013 | | 2012 | | 2011 | | 2013 vs. 2012 | | 2012 vs. 2011 |
| Capital expenditures | | $ | (676 | ) | | $ | (690 | ) | | $ | (622 | ) | | $ | 14 |
| | $ | (68 | ) |
| Investments in internal use software | | (64 | ) | | (87 | ) | | (60 | ) | | 23 |
| | (27 | ) |
| Proceeds from disposals of property, plant and equipment | | 14 |
| | 11 |
| | 8 |
| | 3 |
| | 3 |
|
| Investments in and advances to equity investees | | (42 | ) | | (70 | ) | | (81 | ) | | 28 |
| | 11 |
|
| Acquisitions of businesses, net of cash acquired | | (147 | ) | | (215 | ) | | — |
| | 68 |
| | (215 | ) |
| Proceeds from sale of businesses, net of cash sold | | — |
| | 10 |
| | 199 |
| | (10 | ) | | (189 | ) |
| Investments in marketable securities—acquisitions | | (418 | ) | | (561 | ) | | (729 | ) | | 143 |
| | 168 |
|
| Investments in marketable securities—liquidations | | 525 |
| | 585 |
| | 750 |
| | (60 | ) | | (165 | ) |
| Proceeds from sale of equity investment | | — |
| | 23 |
| | — |
| | (23 | ) | | 23 |
|
| Purchases of other investments | | (40 | ) | | — |
| | — |
| | (40 | ) | | — |
|
| Cash flows from derivatives not designated as hedges | | 1 |
| | 12 |
| | (18 | ) | | (11 | ) | | 30 |
|
| Other, net | | 1 |
| | — |
| | 1 |
| | 1 |
| | (1 | ) |
| Net cash used in investing activities | | $ | (846 | ) | | $ | (982 | ) | | $ | (552 | ) | | $ | 136 |
| | $ | (430 | ) |
2013 vs. 2012
Net cash used in investing activities decreased versus 2012 primarily due to lower net investments in marketable securities, lower cash investments in acquisitions of businesses and lower investments in and advances to equity investees, partially offset by purchases of corporate owned life insurance.
On September 17, 2013, we announced our intention to acquire the equity that we do not already own in most of our partially-owned United States and Canadian distributors over the next three to five years. We plan to spend approximately $400 million to $500 million on distributor acquisitions and refinancing in 2014.
Capital expenditures were $676 million in 2013 compared to $690 million in 2012. Despite the challenging economies around the world, we continue to invest in new product lines and targeted capacity expansions. We plan to spend between $700 million and $800 million in 2014 as we continue with product launches and facility improvements and prepare for future emission standards. Over 50 percent of our capital expenditures are expected to be invested outside of the U.S. in 2014. As of December 31, 2013, we have committed to invest an additional $52 million in existing joint ventures, of which the entire amount is expected to be funded in 2014.
2012 vs. 2011
Net cash used in investing activities increased versus 2011 primarily due to cash investments for the acquisitions of Hilite and Central Power, proceeds from the 2011 disposition of certain assets and liabilities of our exhaust business and light-duty filtration business, which did not repeat in 2012, and increased capital expenditures.
Financing Activities
|
| | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, | | Change |
| In millions | | 2013 | | 2012 | | 2011 | | 2013 vs. 2012 | | 2012 vs. 2011 |
| Proceeds from borrowings | | $ | 1,004 |
| | $ | 64 |
| | $ | 127 |
| | $ | 940 |
| | $ | (63 | ) |
| Payments on borrowings and capital lease obligations | | (90 | ) | | (145 | ) | | (237 | ) | | 55 |
| | 92 |
|
| Net borrowings under short-term credit agreements | | (3 | ) | | 11 |
| | 6 |
| | (14 | ) | | 5 |
|
| Distributions to noncontrolling interests | | (75 | ) | | (62 | ) | | (56 | ) | | (13 | ) | | (6 | ) |
| Dividend payments on common stock | | (420 | ) | | (340 | ) | | (255 | ) | | (80 | ) | | (85 | ) |
| Repurchases of common stock | | (381 | ) | | (256 | ) | | (629 | ) | | (125 | ) | | 373 |
|
| Excess tax benefits on stock-based awards | | 13 |
| | 14 |
| | 5 |
| | (1 | ) | | 9 |
|
| Other, net | | 4 |
| | 20 |
| | 14 |
| | (16 | ) | | 6 |
|
| Net cash provided by (used in) financing activities | | $ | 52 |
| | $ | (694 | ) | | $ | (1,025 | ) | | $ | 746 |
| | $ | 331 |
|
2013 vs. 2012
In September 2013, we issued $1 billion aggregate principal amount of senior notes consisting of $500 million aggregate principal amount of 3.65% senior unsecured notes due in 2023 and $500 million aggregate principal amount of 4.875% senior unsecured notes due in 2043. Net proceeds from the issuance were $979 million.
Net cash provided by financing activities increased versus 2012 primarily due to proceeds from the issuance of senior notes and lower payments on borrowings and capital lease obligations, partially offset by higher repurchases of common stock and higher dividend payments.
Our total debt was $1.7 billion as of December 31, 2013, compared with $775 million as of December 31, 2012. Total debt as a percent of our total capital, including total long-term debt, was 18.1 percent at December 31, 2013, compared with 10.0 percent at December 31, 2012.
2012 vs. 2011
Net cash used in financing activities decreased versus 2011 primarily due to significantly lower repurchases of common stock and decreased payments on borrowings and capital lease obligations, which were partially offset by higher dividend payments and decreased proceeds from borrowings.
Our total debt was $775 million as of December 31, 2012, compared with $783 million as of December 31, 2011. Total debt as a percent of our total capital, including total long-term debt, was 10.0 percent at December 31, 2012, compared with 11.8 percent at December 31, 2011.
Repurchase of Common StockShare Repurchases
In December 2007, the Board of Directors authorized the acquisition of up to $500 million of2016, our common stock, which was completed in February 2011. Repurchases under this plan by year were as follows:
|
| | | | | | | | | | | | | | | |
| In millions (except per share amounts) | | Shares Purchased | | Average Cost Per Share | | Total Cost of Repurchases | | Remaining Authorized Capacity |
| 2008 | | 2.3 |
| | $ | 55.49 |
| | $ | 128 |
| | $ | 372 |
|
| 2009 | | 0.4 |
| | 46.52 |
| | 20 |
| | 352 |
|
| 2010 | | 3.5 |
| | 68.57 |
| | 241 |
| | 111 |
|
| 2011 | | 1.1 |
| | 104.47 |
| | 111 |
| | — |
|
| Total | | 7.3 |
| | |
| | $ | 500 |
| | |
|
In February 2011, the Board of Directors approved a new share repurchase program and authorized the acquisition of up to $1 billion of our common stock upon completion of the $500 million program. Under this authorization, we repurchased $518 million of shares in 2011 and $256 million of shares in 2012. In December 2012, the Board of Directors authorized the acquisition of up to $1 billion of additional common stock upon completion of the 20112015 repurchase plan. In 2013,November 2015, our Board of Directors authorized the acquisition of up to $1 billion of additional common stock upon the completion of the 2014 repurchase plan. In 2016, we made the following quarterly purchases under the repurchase programs indicated:
respective purchase programs:
|
| | | | | | | | | | | | | | | |
In millions (except per share amounts) For each quarter ended | | Shares Purchased | | Average Cost Per Share | | Total Cost of Repurchases | | Remaining Authorized Capacity |
| February 2011, $1 billion repurchase program | | | | | | | | |
| March 31 | | — |
| | $ | — |
| | $ | — |
| | $ | 226 |
|
| June 30 | | 2.0 |
| | 113.44 |
| | 226 |
| | — |
|
| Subtotal | | 2.0 |
| | $ | 113.44 |
| | $ | 226 |
| | $ | — |
|
| | | | | | | | | |
| December 2012, $1 billion repurchase program | | | | | | | | |
| June 30 | | 0.6 |
| | $ | 107.74 |
| | $ | 63 |
| | $ | 937 |
|
| September 29 | | — |
| | — |
| | — |
| | 937 |
|
| December 31 | | 0.7 |
| | 129.18 |
| | 92 |
| | 845 |
|
| Subtotal | | 1.3 |
| | 119.54 |
| | $ | 155 |
| | $ | 845 |
|
| | | | | | | | | |
| Total | | 3.3 |
| | $ | 115.85 |
| | $ | 381 |
| | $ | 845 |
|
|
| | | | | | | | | | | | | | | | | | | |
In millions (except per share amounts) For each quarter ended | | Shares Purchased | | Average Cost Per Share | | Total Cost of Repurchases | | Cash Paid for Shares Not Received | | Remaining Authorized Capacity (1) |
| July 2014, $1 billion repurchase program | | | | | | | | | | |
April 3 (2) | | 2.7 |
| | $ | 100.12 |
| | $ | 274 |
| | — |
| | $ | — |
|
| | | | | | | | | | | |
| November 2015, $1 billion repurchase program | | | | | | | | | | |
| April 3 | | 2.2 |
| | $ | 105.50 |
| | $ | 229 |
| | $ | 100 |
| | $ | 671 |
|
| July 3 | | 1.8 |
| | 109.79 |
| | 192 |
| | (100 | ) | | 579 |
|
| October 2 | | 0.4 |
| | 126.13 |
| | 50 |
| | — |
| | 529 |
|
| December 31 | | 0.2 |
| | 130.70 |
| | 33 |
| | — |
| | 496 |
|
| Subtotal | | 4.6 |
| | 110.29 |
| | 504 |
| | — |
| |
|
|
| Total | | 7.3 |
| | $ | 106.48 |
| | $ | 778 |
| | $ | — |
| |
|
|
(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.
Quarterly Dividends(2) Upon completion of the accelerated share repurchase in the second quarter of 2016, the shares purchased and average cost per share were updated based on the final valuation.
In July 2013, the Board2016, we entered into an accelerated share repurchase agreement with a third party financial institution to repurchase $500 million of Directors authorized a 25 percent increase to our quarterly cash dividend on our common stock from $0.50under our previously announced share repurchase plans and received 4.7 million shares at an average purchase price of $105.50 per share to $0.625 per share. In July 2012, the Board of Directors authorized a 25 percent increase to our quarterly cash dividend on our common stock from $0.40 per share to $0.50 per share. In July 2011, the Board of Directors approved a 52 percent increase to our quarterly cash dividend on our common stock from $0.2625 per share to $0.40 per share. Cash dividends per share paid to common shareholders for the last three years were as follows:
|
| | | | | | | | | | | | |
| | | Quarterly Dividends |
| | | 2013 | | 2012 | | 2011 |
| First quarter | | $ | 0.50 |
| | $ | 0.40 |
| | $ | 0.2625 |
|
| Second quarter | | 0.50 |
| | 0.40 |
| | 0.2625 |
|
| Third quarter | | 0.625 |
| | 0.50 |
| | 0.40 |
|
| Fourth quarter | | 0.625 |
| | 0.50 |
| | 0.40 |
|
| Total | | $ | 2.25 |
| | $ | 1.80 |
| | $ | 1.325 |
|
Total dividends paid to common shareholders in 2013, 20122016, 2015 and 20112014 were $420$676 million, $340$622 million and $255$512 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 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. In July 2014, the Board of Directors authorized a 25 percent increase to our quarterly dividend on our common stock from $0.625 per share to $0.78 per share. Cash dividends per share paid to common shareholders for the last three years were as follows:
|
| | | | | | | | | | | | |
| | | Quarterly Dividends |
| | | 2016 | | 2015 | | 2014 |
| First quarter | | $ | 0.975 |
| | $ | 0.78 |
| | $ | 0.625 |
|
| Second quarter | | 0.975 |
| | 0.78 |
| | 0.625 |
|
| Third quarter | | 1.025 |
| | 0.975 |
| | 0.78 |
|
| Fourth quarter | | 1.025 |
| | 0.975 |
| | 0.78 |
|
| Total | | $ | 4.00 |
| | $ | 3.51 |
| | $ | 2.81 |
|
Capital Expenditures
Capital expenditures and spending on internal use software were $594 million in 2016, compared to $799 million in 2015. We continue to invest in new product lines and targeted capacity expansions. We plan to spend between $500 million and $530 million in 2017 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 2017.
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 2016, the investment return on our U.S. pension trust was 7.2 percent while our U.K. pension trust return was 25.5 percent. Approximately 78 percent of our pension plan assets are held in highly liquid investments such as fixed income and equity securities. The remaining 22 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 | | 2016 | | 2015 | | 2014 |
| Defined benefit pension plans | | |
| | |
| | |
| Voluntary contribution | | $ | 133 |
| | $ | 82 |
| | $ | 111 |
|
| Mandatory contribution | | 1 |
| | 108 |
| | 94 |
|
| Defined benefit pension contributions | | 134 |
| | 190 |
| | 205 |
|
| | | | | | | |
| Defined contribution pension plans | | $ | 68 |
| | $ | 74 |
| | $ | 73 |
|
We anticipate making total contributions of approximately $134 million to our defined benefit pension plans in 2017. Expected contributions to our defined benefit pension plans in 2017 will meet or exceed the current funding requirements.
Restructuring Actions
In 2015, we executed worldwide work force restructuring actions primarily in the form of professional voluntary and involuntary employee separation programs in response to lower demand for our products in the U.S. and key markets around the world. We incurred a charge of $90 million ($61 million after-tax) for the headcount reductions, with $86 million expected to be settled in cash. In 2016, we paid $58 million and as of December 31, 2016, substantially all terminations were complete. See Note 20, "RESTRUCTURING ACTIONS AND OTHER CHARGES," to the Consolidated Financial Statements for additional information.
Acquisitions
During 2016, we paid $109 million to acquire the remaining interest in the last two partially owned North American distributors, including the related debt retirements, and recognized a total gain of $15 million on the fair value adjustment resulting from the acquisition of the controlling interest in the previously unconsolidated entity. See Note 18, "ACQUISITIONS," to the Consolidated Financial Statements for additional information.
Credit Ratings
A numberOur ratings and outlook from each of our contractual obligations and financing agreements, suchthe credit rating agencies as our revolving credit facility have restrictive covenants and/or pricing modifications that may be triggeredof the date of filing are shown in the event of downward revisions to our corporate credit rating. There were no downgrades of our credit ratings in 2013 that have impacted these covenants or pricing modifications. In October 2012, Fitch Ratings upgraded our ratings to 'A' and changed our outlook to stable. In April 2013, Moody’s Investors Service, Inc. raised our rating to ‘A3’ and changed our outlook to stable. Standard & Poor's Rating Services, Fitch Ratings and Moody's Investors Service, Inc. confirmed our credit ratings as 'A', 'A' and 'A3', respectively, subsequent to the third quarter issuance of $1 billion in senior notes.table below.
|
| | | | | | |
| | Long-Term | | Short-Term | | |
Credit Rating Agency (1) | | Senior Debt Rating | | Debt Rating | | Outlook |
| Standard & Poor’s Rating Services | | A+ | | A1 | | Stable |
| Fitch Ratings | | A | | F1 | | 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 outlookthe 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, capital expenditures, dividend payments, projected pension obligations and debt service obligations. We continue to generate cash from each of the credit rating agencies as of the date of filing are shownoperations in the table below.
|
| | | | |
Credit Rating Agency | | Senior L-T
Debt Rating
| | Outlook |
Standard & Poor’s Rating Services | | A | | Stable |
Fitch Ratings | | A | | Stable |
Moody’s Investors Service, Inc. | | A3 | | Stable |
U.S. and maintain access to our revolving credit facility as noted above.
CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
A summary of payments due for our contractual obligations and commercial commitments, as ofat December 31, 2013, is shown in the tables below:2016, are as follows:
| | | Contractual Cash Obligations | | | | | | | | | | | | Payments Due by Period | | |
| In millions | | 2014 | | 2015-2016 | | 2017-2018 | | After 2018 | | Total | | 2017 | | 2018-2019 | | 2020-2021 | | After 2021 | | Total |
| Loans payable | | $ | 17 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 17 |
| | $ | 41 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 41 |
|
Long-term debt and capital lease obligations(1) | | 149 |
| | 327 |
| | 194 |
| | 3,091 |
| | 3,761 |
| | 136 |
| | 255 |
| | 174 |
| | 2,858 |
| | 3,423 |
|
| Operating leases | | 171 |
| | 189 |
| | 98 |
| | 111 |
| | 569 |
| | 141 |
| | 182 |
| | 103 |
| | 93 |
| | 519 |
|
| Capital expenditures | | 350 |
| | 104 |
| | — |
| | — |
| | 454 |
| | 254 |
| | 7 |
| | — |
| | — |
| | 261 |
|
| Purchase commitments for inventory | | 578 |
| | — |
| | — |
| | — |
| | 578 |
| | 593 |
| | — |
| | — |
| | — |
| | 593 |
|
| Other purchase commitments | | 215 |
| | 117 |
| | 20 |
| | 13 |
| | 365 |
| | 254 |
| | 36 |
| | 2 |
| | 1 |
| | 293 |
|
Pension funding(2) | | 88 |
| | 93 |
| | — |
| | — |
| | 181 |
| |
| Other postretirement benefits | | 43 |
| | 79 |
| | 69 |
| | 207 |
| | 398 |
| | 35 |
| | 65 |
| | 59 |
| | 126 |
| | 285 |
|
| Total | | $ | 1,611 |
|
| $ | 909 |
|
| $ | 381 |
|
| $ | 3,422 |
| | $ | 6,323 |
| | $ | 1,454 |
|
| $ | 545 |
|
| $ | 338 |
|
| $ | 3,078 |
| | $ | 5,415 |
|
___________________________________________________________
| |
(1) | Includes principal payments and expected interest payments based on the terms of the obligationsobligations. |
| |
(2)
| We are contractually obligated in the U.K. to fund $88 million in 2014 and $93 million in 2015; however, our expected total pension contributions for 2014, including the U.K., is approximately $205 million.
|
The contractual obligations reported above exclude our unrecognized tax benefits of $169$59 million as of December 31, 2013.2016. We are not able to reasonably estimate the period in which cash outflows relating to uncertain tax contingencies could occur. See Note 4,3, "INCOME TAXES," to the Consolidated Financial Statements for further details.additional information.
Our other commercial commitments as ofat December 31, 2013,2016, are as followsfollows:
| | | Other Commercial Commitments | | | | | | | | | | | | Payments Due by Period | | |
| In millions | | 2014 | | 2015-2016 | | 2017-2018 | | After 2018 | | Total | | 2017 | | 2018-2019 | | 2020-2021 | | After 2021 | | Total |
| Standby letters of credit under revolving credit agreements | | $ | 23 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 23 |
| |
| International and other domestic letters of credit | | 34 |
| | 8 |
| | 4 |
| | 3 |
| | 49 |
| | $ | 77 |
| | $ | 57 |
| | $ | 4 |
| | $ | 2 |
| | $ | 140 |
|
| Performance and excise bonds | | 61 |
| | 5 |
| | — |
| | — |
| | 66 |
| | 69 |
| | 3 |
| | 12 |
| | 1 |
| | 85 |
|
| Guarantees, indemnifications and other commitments | | 6 |
| | — |
| | — |
| | — |
| | 6 |
| | 9 |
| | 2 |
| | 4 |
| | 9 |
| | 24 |
|
| Total | | $ | 124 |
| | $ | 13 |
| | $ | 4 |
| | $ | 3 |
| | $ | 144 |
| | $ | 155 |
| | $ | 62 |
| | $ | 20 |
| | $ | 12 |
| | $ | 249 |
|
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
A summary of our significant accounting policies is included in Note 1, "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES"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 GAAPgenerally 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.
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 11,10, "PRODUCT WARRANTY LIABILITY," to our Consolidated Financial Statements contains a summary of the activity in our warranty liability account for 20132016 and 20122015 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 taxnet 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, 2013,2016, we recorded net deferred tax assets of $177$344 million. These assets included $187$313 million for the value of taxnet operating loss and credit carryforwards. A valuation allowance of $101$307 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. 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 reduce our net tax assetsaccrue for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions wepositions. We have taken and we believe we have made adequate provision 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 taxnet operating loss and credit carryforwards is disclosed in Note 4,3, "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.
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 and is generally applied to a five-year average market value of return. Projected returns are based primarily on broad, publicly traded fixed income and equity indices and forward-looking estimates of active portfolio and investment management. As ofAt December 31, 2013,2016, 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 7.57.25 percent approximately 3035 percent of the time while returns of 8.0 percent or greater are anticipated 2526 percent of the time. We expecttime, including the additional positive returns expected from active investment management. The 2013Despite the 2016 one-year return of 7.67.2 percent, combined with the very favorableour plan assets have averaged 10.0 percent returns since 2010, and resulted in 2012, has eliminated the significant deterioration in pension assetsapproximately $271 million of
experiencedactuarial gains in 2008 as a result ofaccumulated other comprehensive income in the credit crisis and related market recession.same period. Based on the historical returns and forward-looking return expectations, we believe an investment return assumption of 7.57.25 percent per year in 20142017 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. As ofAt December 31, 2013,2016, 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 5.63.9 percent approximately 50 percent of the time while returns of 6.54.6 percent or greater are anticipated 25 percent of the time. We expect additional positive returns from active investment management. The one-year return for our U.K. plan was 10.925.5 percent for 2013,2016, and similar to our U.S. plan, the 2008 market related deteriorationstrong returns since 2010 have resulted in our plan assets has been eliminated.approximately $544 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, we believe an investment return assumption of 5.84.5 percent in 20142017 for U.K. pension assets is reasonable. Our pension plan asset allocations at December 31, 20132016 and 20122015 and target allocation for 20142017 are as follows:
| | | | | U.S. Plans | | U.K. Plans | | U.S. Plans | | U.K. Plans |
| | | Target Allocation | | Percentage of Plan Assets at December 31, | | Target Allocation | | Percentage of Plan Assets at December 31, | | Target Allocation | | Percentage of Plan Assets at December 31, | | Target Allocation | | Percentage of Plan Assets at December 31, |
| Investment description | | 2014 | | 2013 | | 2012 | | 2014 | 2013 | | 2012 | | 2017 | | 2016 | | 2015 | | 2017 | 2016 | | 2015 |
| Fixed income | | 64.0 | % | | 57.0 | % | | 47.5 | % | | 45.0 | % | | 43.7 | % | | 46.0 | % | | 57.0 | % | | 57.8 | % | | 65.9 | % | | 64.0 | % | | 60.7 | % | | 53.0 | % |
| Equity securities | | 22.0 | % | | 35.5 | % | | 40.1 | % | | 30.5 | % | | 43.2 | % | | 43.0 | % | | 24.0 | % | | 29.0 | % | | 21.5 | % | | 23.0 | % | | 30.4 | % | | 39.0 | % |
| Real estate/other | | 14.0 | % | | 7.5 | % | | 12.4 | % | | 24.5 | % | | 13.1 | % | | 11.0 | % | | 19.0 | % | | 13.2 | % | | 12.6 | % | | 13.0 | % | | 8.9 | % | | 8.0 | % |
| Total | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 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 expensecost over five years. The table below sets forth the expected return assumptions used to develop our pension cost for the period 2011-20132014-2016 and our expected rate of return for 2014.2017.
| | | | | Long-term Expected Return Assumptions | | Long-term Expected Return Assumptions |
| | | 2014 | | 2013 | | 2012 | | 2011 | | 2017 | | 2016 | | 2015 | | 2014 |
| U.S. plans | | 7.50 | % | | 8.00 | % | | 8.00 | % | | 8.00 | % | | 7.25 | % | | 7.50 | % | | 7.50 | % | | 7.50 | % |
| U.K. plans | | 5.80 | % | | 5.80 | % | | 6.50 | % | | 7.00 | % | | 4.50 | % | | 4.70 | % | | 5.80 | % | | 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 obligation (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 incomeloss 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 $838$951 million ($579634 million after-tax) from cumulative actuarial net losses for our U.S. and U.K. pension plans.
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, (PBO), amortized over future years of service. This is also true of changes to actuarial assumptions. As of December 31, 2013, we had net pension actuarial losses of $478 million and $361 million for the U.S. and U.K. pension plans, respectively. Under GAAP, the actuarial gains and losses are recognized and recorded in accumulated other comprehensive loss. NetAt December 31, 2016, we had net pension actuarial gains increased our shareholders' equity by $102losses of $770 million (after-tax) in 2013. The gains were due to a liability gain from a higher U.S. discount rate and improved plan asset performance$172 million for the U.S. and U.K. plan, partially offset by U.K. liability losses from a higher inflation assumption and a lower discount rate.pension plans, respectively. As these amounts exceed 10 percent of our PBO,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 $65 millionafter-tax in 2016. 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.K.
The table below sets forth the net periodic pension cost for the period 2011-2013years ended December 31 and our expected cost for 2014.2017.
| | | In millions | | 2014 | | 2013 | | 2012 | | 2011 | | 2017 | | 2016 | | 2015 | | 2014 |
| Net periodic pension cost | | $ | 57 |
| | $ | 87 |
| | $ | 64 |
| | $ | 68 |
| | $ | 83 |
| | $ | 42 |
| | $ | 63 |
| | $ | 57 |
|
We expect 20142017 net periodic pension cost to increase compared to 2016, primarily due to onboarding a significant portion of our newly acquired 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 significantly over 2013,in net periodic pension cost in 2016 compared to 2015 was due to reduced loss amortizations resulting from improvedin the U.S. asset performance and aU.K. and higher discount rate.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. The increase in net periodic pension cost in 20132015 compared to 20122014 was due to unfavorable impacts of higher service cost due to increased headcount, decreasedlower discount rates in the U.S. and lower expected asset returns for our U.K. plan as we de-risk plan trust assets moving toward more conservative investments. The decreaseand unfavorable mortality demographics in periodic pension cost in 2012 compared to 2011 was due to improved returns on assets and strong contributions in 2011.the U.S. 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 | | Discount Rates |
| | | 2014 | | 2013 | | 2012 | | 2011 | | 2017 | | 2016 | | 2015 | | 2014 |
| U.S. plans | | 4.83 | % | | 3.97 | % | | 4.82 | % | | 5.42 | % | | 4.12 | % | | 4.47 | % | | 4.07 | % | | 4.83 | % |
| U.K. plans | | 4.60 | % | | 4.70 | % | | 5.20 | % | | 5.80 | % | | 2.70 | % | | 3.95 | % | | 3.80 | % | | 4.60 | % |
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 ServiceServices, Inc., and Standard & Poor's Rating Services, Fitch Ratings and Dominion Bond 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) as ofat December 31, 2013,2016, by at least twoone of the bond rating agencies. The average yield of this hypothetical bond portfolio was used as the benchmark for determining the discount rate to be used to value the obligations of the plans subject to GAAP for pensions and other postretirement benefits.
Our model called for projected payments until current participants have received payment of benefits over a period of approximately 80 years innear 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 20142017 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) | Impact on Pension Cost Increase/(Decrease) |
| Discount rate used to value liabilities | | |
| 0.25 percent increase | $ | (11 | ) | $ | (15 | ) |
| 0.25 percent decrease | 10 |
| 16 |
|
| Expected rate of return on assets | | |
| 1 percent increase | (38 | ) | (43 | ) |
| 1 percent decrease | 38 |
| 43 |
|
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 12,8, "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 ADOPTEDISSUED ACCOUNTING PRONOUNCEMENTS
In February 2013,August 2016, the Financial Accounting Standards Board (FASB) amended its standards on comprehensive income by requiring disclosurerelated to the classification of certain cash receipts and cash payments. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the footnotesstatement of information about amounts reclassified outcash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If
an entity early adopts the amendment requires disclosureamendments in an interim period, any adjustments should be reflected as of the line items on net income in whichbeginning of the item was reclassified only if it is reclassified to net income in its entiretyfiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same reporting period. It also requires cross reference to other disclosures for amounts that are not reclassified in their entirety in the same reporting period. The new rules became effective for us beginning January 1, 2013 and were adoptedstandard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We are in accordance with the standard. Theprocess of evaluating the impact this standard resulted in new disclosures in NOTE 16, "OTHER COMPREHENSIVE INCOME (LOSS)."will have on our Consolidated Statements of Cash Flows.
In December 2011,June 2016, the FASB amended its standards related to offsetting assets and liabilities.the accounting for credit losses on financial instruments. This amendment requires entities to disclose both grossintroduces new guidance for accounting for credit losses on instruments including trade receivables and net information about certain instruments and transactions eligible for offset in the statement of financial position and certain instruments and transactions subject to an agreement similar to a master netting agreement. This information enables users of the financial statements to understand the effect of those arrangements on our financial position.held-to-maturity debt securities. The new rules becameare effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are in the process of evaluating the impact the amendment will have on our Consolidated Financial Statements.
In March 2016, the FASB amended its standards related to the accounting for stock compensation. This amendment addresses several aspects of the accounting for share-based payment transactions that could impact us including, but not limited to, recognition of excess tax benefits or deficiencies in the income statement each period and classification of the excess tax benefits or deficiencies as operating activities in the cash flow statement. The new standard is effective for annual periods beginning after December 15, 2016. The adoption of this standard could result in future volatility in our income tax expense since all excess tax benefits and deficiencies are now recorded in the income statement. We are unable to estimate this impact since the amount of excess benefits and deficiencies are dependent on our stock price at the time a stock award vests or is exercised.
In February 2016, the FASB amended its standards related to the accounting for leases. Under the new standard, lessees will now be required to recognize substantially all leases on the balance sheet as both a right-of-use-asset and a liability. The standard will continue to have two types of leases for income statement recognition purposes: operating leases and finance leases. Operating leases will result in the recognition of a single lease expense on a straight-line basis over the lease term similar to the treatment for operating leases under today's standards. Finance leases will result in an accelerated expense similar to the accounting for capital leases under today's standards. The determination of a lease classification as operating or finance will be done in a manner similar to today's standard. The new standard also contains amended guidance regarding the identification of embedded leases in service contracts and the identification of lease and non-lease components in an arrangement. The new standard is effective on January 1, 2013. 2019, with early adoption permitted. We are still evaluating the impact the standard could have on our Consolidated Financial Statements; however, while we have not yet quantified the amount, we do expect the standard will have a material impact on our Consolidated Balance Sheets due to the recognition of additional assets and liabilities for operating leases.
In January 2013,2016, the FASB further amended its standards related to the accounting for certain financial instruments. This amendment addresses certain aspects of recognition, measurement, presentation and disclosure. The new rules will become effective for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. We are in the process of evaluating the impact the amendment will have on our Consolidated Financial Statements.
In May 2014, the FASB amended its standards related to revenue recognition. This amendment replaces all existing revenue recognition guidance and provides a single, comprehensive revenue recognition model for all contracts with customers. The standard contains principles that we will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that we will recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that we expect to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendment also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in those judgments and assets recognized from costs incurred to fulfill a contract. The standard allows either full or modified retrospective adoption effective for annual and interim periods beginning January 1, 2018. We are in the process of evaluating the impact the amendment will have on our Consolidated Financial Statements. We expect to adopt the standard using the modified retrospective approach. While we have not yet completed our evaluation process, we have identified that a change will be required related to our accounting for remanufactured product sales that include an exchange of the used product, referred to as core. Revenue is not currently recognized related to the core component unless the used product is not returned. Under the new standard, the transaction will be accounted for as a gross sale and a purchase of inventory. As a result the exchange will increase both sales and cost of sales, in equal amounts, related to the used core. This will not impact gross margin dollars, but will impact the gross margin percentage. We are still quantifying the amount of this standardchange. We have also identified transactions where revenue recognition is currently limited to limit its scopethe amount of billings not contingent on our future performance. With the allocation provisions of the new model, we expect to derivatives, repurchase and reverse repurchase agreements, securities borrowings and lending transactions. This standard resulted in new disclosures in NOTE 21, "DERIVATIVES."accelerate the
timing of revenue recognition for amounts related to satisfied performance obligations that would have been delayed under the current guidance. We do not expect the impact of this change to be material, but we are still quantifying the impact.
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 and interest rates.prices. This risk is closely monitored and managed through the use of financial derivative instruments including foreign currency forward contracts, commodity swap contracts,interest rate swaps, commodity zero-cost collars and interest rate swaps. As stated in our policies and procedures, financialphysical 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 counter-partycounterparty 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.
Further information regarding financial instruments and risk management is contained in NOTE 21, "DERIVATIVES,"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 Consolidated Financial Statements.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 as ofat December 31, 2013.2016. The sensitivity analysis assumes instantaneous, parallel shifts in foreign currency exchange rates and commodity prices.
Foreign Exchange RatesRate 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 one year.18 months. These 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 “Accumulated other comprehensive loss” (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. The ineffective portion of the hedge, if any, is recognized in current income during the period of change. As of December 31, 2013, the amount we expect to reclassify from AOCL to income over the next year is an unrealized net gain of $4 million. For the years ended December 31, 20132016 and 2012,2015, 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.
As ofAt December 31, 2013,2016, 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 $35$63 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. It should be noted that anyAny 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 (see Note 21, "DERIVATIVES," to our Consolidated Financial Statements).items.
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.
In February 2014, we settled our November 2005 we entered into an interest rate swap to effectively convertwhich previously converted our $250$250 million debt issue, due in 2028, from a fixed rate of 7.125 percent to a floating rate based on the LIBOR plus a spread. Also, in February 2014, we entered into 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 swapswaps mirror those of the debt, with interest paid semi-annually. This swap qualifiesThe swaps were designated, and will be accounted for, as a fair value hedgehedges under GAAP. The gain or loss on thisthese derivative instrumentinstruments, 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:
| | | | | For the years ended December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2016 | | 2015 | | 2014 |
| 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 | | Gain/(Loss) on Swaps | | Gain/(Loss) on Borrowings | | Gain/(Loss) on
Swaps | | Gain/(Loss) on
Borrowings |
Interest expense | | $ | (39 | ) | | $ | 39 |
| | $ | 6 |
| | $ | (6 | ) | | $ | (8 | ) | | $ | 12 |
| | $ | 6 |
| | $ | (2 | ) | | $ | 23 |
| | $ | (19 | ) |
(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 swapzero-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. CertainThese commodity swap contracts are derivative contracts that are designated as cash flow hedges under GAAP. We also have commodity swapzero-cost collar contracts that represent an economic hedge, but are not designated for hedge accounting and are marked to market through earnings. For those contracts that qualify for hedge accounting, the effective portion of the unrealized gain or loss is deferred and reported as a component of AOCL. When the hedged forecasted transaction (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. The ineffective portion of the hedge, if any, is recognized in current income in the period in which the ineffectiveness occurs. As of December 31, 2013, we expect to reclassify an unrealized net loss of $4 million from AOCL to income over the next year. Our internal policy allows for managing theseour cash flow hedges for up to three years.
As ofAt December 31, 2013,2016, the potential gain or loss related to the outstanding commodity swapzero-cost collar contracts, assuming a hypothetical 10 percent fluctuation in the price of such commodities, was $9less than $1 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. It should be noted that anyAny change in the value of the swapzero-cost collar contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items (see Note 21, "DERIVATIVES,"items.
We also limit our exposure to commodity price risk by entering into purchasing arrangements to fix the Consolidated Financial Statements).price of certain volumes of platinum and palladium expected to be used in our products. During 2014, we began entering 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.
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, 2013, 20122016, 2015 and 20112014
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 20122016, 2015 and 20112014
Consolidated Balance Sheets at December 31, 20132016 and 20122015
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 20122016, 2015 and 20112014
Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 20122016, 2015 and 20112014
Notes to Consolidated Financial Statements
|
| | |
| NOTE 1 | | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| NOTE 2 | | ACQUISITIONS AND DIVESTITURES |
NOTE 3 | | INVESTMENTS IN EQUITY INVESTEES |
NOTE 43 | | INCOME TAXES |
NOTE 54 | | MARKETABLE SECURITIES |
NOTE 6 | | FAIR VALUE OF FINANCIAL INSTRUMENTS |
NOTE 75 | | INVENTORIES |
NOTE 86 | | PROPERTY, PLANT AND EQUIPMENT |
NOTE 97 | | GOODWILL AND OTHER INTANGIBLE ASSETS |
NOTE 10 | | DEBT |
NOTE 11 | | PRODUCT WARRANTY LIABILITY |
NOTE 128 | | PENSION AND OTHER POSTRETIREMENT BENEFITS |
NOTE 139 | | DEBT |
| NOTE 10 | | PRODUCT WARRANTY LIABILITY |
| NOTE 11 | | OTHER LIABILITIES AND DEFERRED REVENUE |
NOTE 1412 | | COMMITMENTS AND CONTINGENCIES |
NOTE 1513 | | SHAREHOLDERS' EQUITY |
NOTE 1614 | | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)LOSS |
NOTE 1715 | | STOCK INCENTIVE AND STOCK OPTION PLANS |
NOTE 1816 | | NONCONTROLLING INTERESTINTERESTS |
NOTE 19 | | RESTRUCTURING AND OTHER CHARGES |
NOTE 2017 | | EARNINGS PER SHARE |
NOTE 2118 | | DERIVATIVESACQUISITIONS |
NOTE 2219 | | IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS |
| NOTE 20 | | RESTRUCTURING ACTIONS AND OTHER CHARGES |
| NOTE 21 | | OPERATING SEGMENTS |
NOTE 23 | | SUBSEQUENT EVENT |
Selected Quarterly Financial Data (Unaudited)
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, 2013.2016. 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 (1992)(2013).
The effectiveness of our internal control over financial reporting as of December 31, 2013,2016, 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 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Cummins Inc.:
In our opinion, the accompanying consolidated financialbalance sheets and the related consolidated statements listedof income, comprehensive income, cash flows, and changes in the accompanying indexequity present fairly, in all material respects, the financial position of Cummins Inc. and its subsidiaries at December 31, 20132016 and 20122015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20132016 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, 2013,2016, based on criteria established in Internal Control—Control - Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these 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“Management's Report on Internal Control Overover Financial Reporting."” Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. 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.
A company'scompany’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'scompany’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'scompany’s assets that could have a material effect on the financial statements.
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, Indiana
February 18, 201413, 2017
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
| | | | | Years ended December 31, | | Years ended December 31, |
| In millions, except per share amounts | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
NET SALES (a) | | $ | 17,301 |
| | $ | 17,334 |
| | $ | 18,048 |
| | $ | 17,509 |
| | $ | 19,110 |
| | $ | 19,221 |
|
| Cost of sales | | 12,918 |
| | 12,826 |
| | 13,459 |
| | 13,057 |
| | 14,163 |
| | 14,360 |
|
| GROSS MARGIN | | 4,383 |
| | 4,508 |
| | 4,589 |
| | 4,452 |
| | 4,947 |
| | 4,861 |
|
| | | | | | | | |
| OPERATING EXPENSES AND INCOME | | | | | | | | | | | | |
| Selling, general and administrative expenses | | 1,920 |
| | 1,900 |
| | 1,837 |
| | 2,046 |
| | 2,092 |
| | 2,095 |
|
| Research, development and engineering expenses | | 713 |
| | 728 |
| | 629 |
| | 636 |
| | 735 |
| | 754 |
|
| Equity, royalty and interest income from investees (Note 3) | | 361 |
| | 384 |
| | 416 |
| |
| Gain on sale of businesses (Note 2) | | — |
| | 6 |
| | 121 |
| |
| Other operating income (expense), net | | (10 | ) | | (16 | ) | | 21 |
| |
| Equity, royalty and interest income from investees (Note 2) | | | 301 |
| | 315 |
| | 370 |
|
| Loss contingency charges (Note 12) | | | 138 |
| | 60 |
| | — |
|
| Impairment of light-duty diesel assets (Note 19) | | | — |
| | 211 |
| | — |
|
| Restructuring actions and other charges (Note 20) | | | — |
| | 90 |
| | — |
|
| Other operating expense, net | | | (5 | ) | | (17 | ) | | (17 | ) |
| OPERATING INCOME | | 2,101 |
| | 2,254 |
| | 2,681 |
| | 1,928 |
| | 2,057 |
| | 2,365 |
|
| | | | | | | | |
| Interest income | | 27 |
| | 25 |
| | 34 |
| | 23 |
| | 24 |
| | 23 |
|
| Interest expense (Note 10) | | 41 |
| | 32 |
| | 44 |
| |
| Other income (expense), net | | 32 |
| | 24 |
| | — |
| |
| Interest expense (Note 9) | | | 69 |
| | 65 |
| | 64 |
|
| Other income, net | | | 48 |
| | 9 |
| | 110 |
|
| INCOME BEFORE INCOME TAXES | | 2,119 |
| | 2,271 |
| | 2,671 |
| | 1,930 |
| | 2,025 |
| | 2,434 |
|
| | | | | | | | |
| Income tax expense (Note 4) | | 531 |
| | 533 |
| | 725 |
| |
| Income tax expense (Note 3) | | | 474 |
| | 555 |
| | 698 |
|
| CONSOLIDATED NET INCOME | | 1,588 |
| | 1,738 |
| | 1,946 |
| | 1,456 |
| | 1,470 |
| | 1,736 |
|
| | | | | | | | |
| Less: Net income attributable to noncontrolling interests | | 105 |
| | 93 |
| | 98 |
| | 62 |
| | 71 |
| | 85 |
|
| NET INCOME ATTRIBUTABLE TO CUMMINS INC. | | $ | 1,483 |
| | $ | 1,645 |
| | $ | 1,848 |
| | $ | 1,394 |
| | $ | 1,399 |
| | $ | 1,651 |
|
| | | | | | | | | | | | | |
| EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. (Note 20) | | | | | | | |
| EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. (Note 17) | | | | | | | |
| Basic | | $ | 7.93 |
| | $ | 8.69 |
| | $ | 9.58 |
| | $ | 8.25 |
| | $ | 7.86 |
| | $ | 9.04 |
|
| Diluted | | $ | 7.91 |
| | $ | 8.67 |
| | $ | 9.55 |
| | $ | 8.23 |
| | $ | 7.84 |
| | $ | 9.02 |
|
| |
(a) | Includes sales to nonconsolidated equity investees of $2,319$1,028 million, $2,427$1,209 million and $2,594$2,063 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively. |
The accompanying notes are an integral part of our Consolidated Financial Statements.
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | Years ended December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| CONSOLIDATED NET INCOME | | $ | 1,588 |
| | $ | 1,738 |
| | $ | 1,946 |
| | $ | 1,456 |
| | $ | 1,470 |
| | $ | 1,736 |
|
| Other comprehensive income (loss), net of tax (Note 16) | | | | | | | |
| Other comprehensive (loss) income, net of tax (Note 14) | | | | | | | |
| Foreign currency translation adjustments | | (46 | ) | | 29 |
| | (147 | ) | | (448 | ) | | (305 | ) | | (234 | ) |
| Unrealized gain (loss) on derivatives | | (1 | ) | | 20 |
| | (32 | ) | |
| Unrealized (loss) gain on derivatives | | | (12 | ) | | 6 |
| | (1 | ) |
| Change in pension and other postretirement defined benefit plans | | 183 |
| | (70 | ) | | (78 | ) | | (31 | ) | | 15 |
| | (58 | ) |
| Unrealized gain (loss) on marketable securities | | 1 |
| | 2 |
| | 1 |
| | 1 |
| | (1 | ) | | (12 | ) |
| Total other comprehensive income (loss), net of tax | | 137 |
| | (19 | ) | | (256 | ) | |
| Total other comprehensive loss, net of tax | | | (490 | ) | | (285 | ) | | (305 | ) |
| COMPREHENSIVE INCOME | | 1,725 |
| | 1,719 |
| | 1,690 |
| | 966 |
| | 1,185 |
| | 1,431 |
|
| Less: Comprehensive income attributable to noncontrolling interest | | 76 |
| | 86 |
| | 60 |
| |
| Less: Comprehensive income attributable to noncontrolling interests | | | 45 |
| | 56 |
| | 74 |
|
| COMPREHENSIVE INCOME ATTRIBUTABLE TO CUMMINS INC. | | $ | 1,649 |
| | $ | 1,633 |
| | $ | 1,630 |
| | $ | 921 |
| | $ | 1,129 |
| | $ | 1,357 |
|
The accompanying notes are an integral part of our Consolidated Financial Statements.
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS |
| | | | | | | | |
| | | December 31, |
| In millions, except par value | | 2013 | | 2012 |
| ASSETS | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 2,699 |
| | $ | 1,369 |
|
| Marketable securities (Note 5) | | 150 |
| | 247 |
|
| Total cash, cash equivalents and marketable securities | | 2,849 |
| | 1,616 |
|
| Accounts and notes receivable, net | | | | |
| Trade and other | | 2,362 |
| | 2,235 |
|
| Nonconsolidated equity investees | | 287 |
| | 240 |
|
| Inventories (Note 7) | | 2,381 |
| | 2,221 |
|
| Prepaid expenses and other current assets | | 760 |
| | 855 |
|
| Total current assets | | 8,639 |
| | 7,167 |
|
| Long-term assets | | | | |
| Property, plant and equipment, net (Note 8) | | 3,156 |
| | 2,724 |
|
| Investments and advances related to equity method investees (Note 3) | | 931 |
| | 897 |
|
| Goodwill (Note 9) | | 461 |
| | 445 |
|
| Other intangible assets, net (Note 9) | | 357 |
| | 369 |
|
| Prepaid pensions (Note 12) | | 514 |
| | 182 |
|
| Other assets | | 670 |
| | 764 |
|
| Total assets | | $ | 14,728 |
|
| $ | 12,548 |
|
| | | | | |
| LIABILITIES | | | | |
| Current liabilities | | | | |
| Loans payable (Note 10) | | $ | 17 |
| | $ | 16 |
|
| Accounts payable (principally trade) | | 1,557 |
| | 1,339 |
|
| Current maturities of long-term debt (Note 10) | | 51 |
| | 61 |
|
| Current portion of accrued product warranty (Note 11) | | 360 |
| | 386 |
|
| Accrued compensation, benefits and retirement costs | | 433 |
| | 400 |
|
| Deferred revenue | | 285 |
| | 215 |
|
| Taxes payable (including taxes on income) | | 99 |
| | 173 |
|
| Other accrued expenses | | 566 |
| | 546 |
|
| Total current liabilities | | 3,368 |
| | 3,136 |
|
| Long-term liabilities | | | | |
| Long-term debt (Note 10) | | 1,672 |
| | 698 |
|
| Pensions (Note 12) | | 232 |
| | 244 |
|
| Postretirement benefits other than pensions (Note 12) | | 356 |
| | 432 |
|
| Other liabilities and deferred revenue (Note 13) | | 1,230 |
| | 1,064 |
|
| Total liabilities | | 6,858 |
| | 5,574 |
|
| Commitments and contingencies (Note 14) | | — |
| | — |
|
| | | | | |
| EQUITY | | | | |
| Cummins Inc. shareholders’ equity (Note 15) | | | | |
| Common stock, $2.50 par value, 500 shares authorized, 222.3 and 222.4 shares issued | | 2,099 |
| | 2,058 |
|
| Retained earnings | | 8,406 |
| | 7,343 |
|
| Treasury stock, at cost, 35.6 and 32.6 shares | | (2,195 | ) | | (1,830 | ) |
| Common stock held by employee benefits trust, at cost, 1.3 and 1.5 shares | | (16 | ) | | (18 | ) |
| Accumulated other comprehensive loss (Note 16) | | | | |
| Defined benefit postretirement plans | | (611 | ) | | (794 | ) |
| Other | | (173 | ) | | (156 | ) |
| Total accumulated other comprehensive loss | | (784 | ) | | (950 | ) |
| Total Cummins Inc. shareholders’ equity | | 7,510 |
| | 6,603 |
|
| Noncontrolling interests (Note 18) | | 360 |
| | 371 |
|
| Total equity | | 7,870 |
| | 6,974 |
|
| Total liabilities and equity | | $ | 14,728 |
| | $ | 12,548 |
|
The accompanying notes are an integral part of our Consolidated Financial Statements.
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | | | | | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Consolidated net income | | $ | 1,588 |
| | $ | 1,738 |
| | $ | 1,946 |
|
| Adjustments to reconcile consolidated net income to net cash provided by operating activities | | | | | | |
| Restructuring and other charges and credits, net of cash payments (Note 19) | | (25 | ) | | 27 |
| | — |
|
| Depreciation and amortization | | 407 |
| | 361 |
| | 325 |
|
| Gain on sale of businesses (Note 2) | | — |
| | (6 | ) | | (121 | ) |
| Gain on sale of equity investment | | — |
| | (13 | ) | | — |
|
| Gain on fair value adjustment for consolidated investees (Note 2) | | (12 | ) | | (7 | ) | | — |
|
| Deferred income taxes (Note 4) | | 100 |
| | 116 |
| | 85 |
|
| Equity in income of investees, net of dividends | | (62 | ) | | (15 | ) | | (23 | ) |
| Pension contributions in excess of expense (Note 12) | | (82 | ) | | (68 | ) | | (131 | ) |
| Other post-retirement benefits payments in excess of expense (Note 12) | | (25 | ) | | (21 | ) | | (31 | ) |
| Stock-based compensation expense | | 37 |
| | 36 |
| | 42 |
|
| Excess tax benefits on stock-based awards | | (13 | ) | | (14 | ) | | (5 | ) |
| Translation and hedging activities | | 17 |
| | — |
| | 4 |
|
| Changes in current assets and liabilities, net of acquisitions and divestitures (Note 1) | | (65 | ) | | (775 | ) | | (154 | ) |
| Changes in other liabilities and deferred revenue | | 211 |
| | 214 |
| | 139 |
|
| Other, net | | 13 |
| | (41 | ) | | (3 | ) |
| Net cash provided by operating activities | | 2,089 |
| | 1,532 |
| | 2,073 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |
| Capital expenditures | | (676 | ) | | (690 | ) | | (622 | ) |
| Investments in internal use software | | (64 | ) | | (87 | ) | | (60 | ) |
| Proceeds from disposals of property, plant and equipment | | 14 |
| | 11 |
| | 8 |
|
| Investments in and advances to equity investees | | (42 | ) | | (70 | ) | | (81 | ) |
| Acquisitions of businesses, net of cash acquired (Note 2) | | (147 | ) | | (215 | ) | | — |
|
| Proceeds from sale of businesses, net of cash sold (Note 2) | | — |
| | 10 |
| | 199 |
|
| Investments in marketable securities—acquisitions | | (418 | ) | | (561 | ) | | (729 | ) |
| Investments in marketable securities—liquidations (Note 5) | | 525 |
| | 585 |
| | 750 |
|
| Proceeds from sale of equity investment | | — |
| | 23 |
| | — |
|
| Purchases of other investments | | (40 | ) | | — |
| | — |
|
| Cash flows from derivatives not designated as hedges | | 1 |
| | 12 |
| | (18 | ) |
| Other, net | | 1 |
| | — |
| | 1 |
|
| Net cash used in investing activities | | (846 | ) | | (982 | ) | | (552 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
| Proceeds from borrowings (Note 10) | | 1,004 |
| | 64 |
| | 127 |
|
| Payments on borrowings and capital lease obligations | | (90 | ) | | (145 | ) | | (237 | ) |
| Net borrowings under short-term credit agreements | | (3 | ) | | 11 |
| | 6 |
|
| Distributions to noncontrolling interests | | (75 | ) | | (62 | ) | | (56 | ) |
| Dividend payments on common stock (Note 15) | | (420 | ) | | (340 | ) | | (255 | ) |
| Repurchases of common stock | | (381 | ) | | (256 | ) | | (629 | ) |
| Excess tax benefits on stock-based awards | | 13 |
| | 14 |
| | 5 |
|
| Other, net | | 4 |
| | 20 |
| | 14 |
|
| Net cash provided by (used in) financing activities | | 52 |
| | (694 | ) | | (1,025 | ) |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | | 35 |
| | 29 |
| | (35 | ) |
| Net increase (decrease) in cash and cash equivalents | | 1,330 |
| | (115 | ) |
| 461 |
|
| Cash and cash equivalents at beginning of year | | 1,369 |
| | 1,484 |
| | 1,023 |
|
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 2,699 |
| | $ | 1,369 |
| | $ | 1,484 |
|
|
| | | | | | | | |
| | | December 31, |
| In millions, except par value | | 2016 | | 2015 |
| ASSETS | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 1,120 |
| | $ | 1,711 |
|
| Marketable securities (Note 4) | | 260 |
| | 100 |
|
| Total cash, cash equivalents and marketable securities | | 1,380 |
| | 1,811 |
|
| Accounts and notes receivable, net | | | | |
| Trade and other | | 2,803 |
| | 2,640 |
|
| Nonconsolidated equity investees | | 222 |
| | 180 |
|
| Inventories (Note 5) | | 2,675 |
| | 2,707 |
|
| Prepaid expenses and other current assets | | 627 |
| | 609 |
|
| Total current assets | | 7,707 |
| | 7,947 |
|
| Long-term assets | | | | |
| Property, plant and equipment, net (Note 6) | | 3,800 |
| | 3,745 |
|
| Investments and advances related to equity method investees (Note 2) | | 946 |
| | 975 |
|
| Goodwill (Note 7) | | 480 |
| | 482 |
|
| Other intangible assets, net (Note 7) | | 332 |
| | 328 |
|
| Pension assets (Note 8) | | 731 |
| | 735 |
|
| Other assets | | 1,015 |
| | 922 |
|
| Total assets | | $ | 15,011 |
|
| $ | 15,134 |
|
| | | | | |
| LIABILITIES | | | | |
| Current liabilities | | | | |
| Accounts payable (principally trade) | | $ | 1,854 |
| | $ | 1,706 |
|
| Loans payable (Note 9) | | 41 |
| | 24 |
|
| Commercial paper (Note 9) | | 212 |
| | — |
|
| Accrued compensation, benefits and retirement costs | | 412 |
| | 409 |
|
| Current portion of accrued product warranty (Note 10) | | 333 |
| | 359 |
|
| Current portion of deferred revenue | | 468 |
| | 403 |
|
| Other accrued expenses | | 970 |
| | 863 |
|
| Current maturities of long-term debt (Note 9) | | 35 |
| | 39 |
|
| Total current liabilities | | 4,325 |
| | 3,803 |
|
| Long-term liabilities | | | | |
| Long-term debt (Note 9) | | 1,568 |
| | 1,576 |
|
| Postretirement benefits other than pensions (Note 8) | | 329 |
| | 349 |
|
| Pensions (Note 8) | | 326 |
| | 298 |
|
| Other liabilities and deferred revenue (Note 11) | | 1,289 |
| | 1,358 |
|
| Total liabilities | | $ | 7,837 |
| | $ | 7,384 |
|
| | | | | |
| 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 | | $ | 2,153 |
| | $ | 2,178 |
|
| Retained earnings | | 11,040 |
| | 10,322 |
|
| Treasury stock, at cost, 54.2 and 47.2 shares | | (4,489 | ) | | (3,735 | ) |
| Common stock held by employee benefits trust, at cost, 0.7 and 0.9 shares | | (8 | ) | | (11 | ) |
| Accumulated other comprehensive loss (Note 14) | | (1,821 | ) | | (1,348 | ) |
| Total Cummins Inc. shareholders’ equity | | 6,875 |
| | 7,406 |
|
| Noncontrolling interests (Note 16) | | 299 |
| | 344 |
|
| Total equity | | $ | 7,174 |
| | $ | 7,750 |
|
| Total liabilities and equity | | $ | 15,011 |
| | $ | 15,134 |
|
The accompanying notes are an integral part of our Consolidated Financial Statements.
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | | | | | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2016 | | 2015 | | 2014 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Consolidated net income | | $ | 1,456 |
| | $ | 1,470 |
| | $ | 1,736 |
|
| Adjustments to reconcile consolidated net income to net cash provided by operating activities | | | | | | |
| Loss contingency charges, net of payments (Note 12) | | 122 |
| | 60 |
| | — |
|
| Depreciation and amortization | | 530 |
| | 514 |
| | 455 |
|
| Gains on fair value adjustment for consolidated investees (Note 18) | | (15 | ) | | (18 | ) | | (73 | ) |
| Deferred income taxes (Note 3) | | 50 |
| | (108 | ) | | 31 |
|
| Equity in income of investees, net of dividends (Note 2) | | (46 | ) | | (36 | ) | | (100 | ) |
| Pension contributions in excess of expense (Note 8) | | (92 | ) | | (127 | ) | | (148 | ) |
| Other post-retirement benefits payments in excess of expense (Note 8) | | (25 | ) | | (23 | ) | | (28 | ) |
| Stock-based compensation expense (Note 15) | | 32 |
| | 24 |
| | 36 |
|
| Impairment of light-duty diesel assets (Note 19) | | — |
| | 211 |
| | — |
|
| Restructuring charges and other actions, net of cash payments (Note 20) | | (59 | ) | | 64 |
| | — |
|
| Translation and hedging activities | | (55 | ) | | 26 |
| | (13 | ) |
| Changes in current assets and liabilities, net of acquisitions | | | | | | |
| Accounts and notes receivable | | (265 | ) | | 103 |
| | (89 | ) |
| Inventories | | (4 | ) | | 150 |
| | (256 | ) |
| Other current assets | | 14 |
| | (151 | ) | | 1 |
|
| Accounts payable | | 184 |
| | (136 | ) | | 244 |
|
| Accrued expenses | | (195 | ) | | (226 | ) | | 168 |
|
| Changes in other liabilities and deferred revenue | | 200 |
| | 292 |
| | 282 |
|
| Other, net | | 103 |
| | (30 | ) | | 20 |
|
| Net cash provided by operating activities | | 1,935 |
| | 2,059 |
| | 2,266 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |
| Capital expenditures | | (531 | ) | | (744 | ) | | (743 | ) |
| Investments in internal use software | | (63 | ) | | (55 | ) | | (55 | ) |
| Investments in and advances to equity investees | | (41 | ) | | (7 | ) | | (60 | ) |
| Acquisitions of businesses, net of cash acquired (Note 18) | | (94 | ) | | (117 | ) | | (436 | ) |
| Investments in marketable securities—acquisitions (Note 4) | | (478 | ) | | (282 | ) | | (275 | ) |
| Investments in marketable securities—liquidations (Note 4) | | 306 |
| | 270 |
| | 336 |
|
| Proceeds from sale of equity investees (Note 2) | | 60 |
| | — |
| | 4 |
|
| Cash flows from derivatives not designated as hedges | | (102 | ) | | 8 |
| | (14 | ) |
| Other, net | | 26 |
| | 9 |
| | 9 |
|
| Net cash used in investing activities | | (917 | ) | | (918 | ) | | (1,234 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
| Proceeds from borrowings | | 111 |
| | 44 |
| | 55 |
|
| Net borrowings of commercial paper (Note 9) | | 212 |
| | — |
| | — |
|
| Payments on borrowings and capital lease obligations | | (163 | ) | | (76 | ) | | (94 | ) |
| Net borrowings (payments) under short-term credit agreements | | 19 |
| | (41 | ) | | (40 | ) |
| Distributions to noncontrolling interests | | (65 | ) | | (49 | ) | | (83 | ) |
| Dividend payments on common stock (Note 13) | | (676 | ) | | (622 | ) | | (512 | ) |
| Repurchases of common stock (Note 13) | | (778 | ) | | (900 | ) | | (670 | ) |
| Acquisitions of noncontrolling interests (Note 18) | | (98 | ) | | (10 | ) | | (14 | ) |
| Other, net | | 29 |
| | 10 |
| | 15 |
|
| Net cash used in financing activities | | (1,409 | ) | | (1,644 | ) | | (1,343 | ) |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | | (200 | ) | | (87 | ) | | (87 | ) |
| Net decrease in cash and cash equivalents | | (591 | ) | | (590 | ) |
| (398 | ) |
| Cash and cash equivalents at beginning of year | | 1,711 |
| | 2,301 |
| | 2,699 |
|
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 1,120 |
| | $ | 1,711 |
| | $ | 2,301 |
|
The accompanying notes are an integral part of our Consolidated Financial Statements.
CUMMINS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Common
Stock | | Additional
paid-in
Capital | | Retained
Earnings | | Accumulated
Other
Comprehensive
Loss | | Treasury
Stock | | Common
Stock
Held in
Trust | | Total
Cummins Inc.
Shareholders’
Equity | | Noncontrolling
Interests | | Total
Equity |
| BALANCE AT DECEMBER 31, 2010 | $ | 554 |
| | $ | 1,380 |
| | $ | 4,445 |
| | $ | (720 | ) | | $ | (964 | ) | | $ | (25 | ) | | $ | 4,670 |
| | $ | 326 |
| | $ | 4,996 |
|
| Net income | |
| | |
| | 1,848 |
| | |
| | |
| | |
| | 1,848 |
| | 98 |
| | 1,946 |
|
| Other comprehensive income (loss) | |
| | |
| | |
| | (218 | ) | | |
| | |
| | (218 | ) | | (38 | ) | | (256 | ) |
| Issuance of shares | 1 |
| | 13 |
| | |
| | |
| | |
| | |
| | 14 |
| | — |
| | 14 |
|
| Employee benefits trust activity | |
| | 25 |
| | |
| | |
| | |
| | 3 |
| | 28 |
| | — |
| | 28 |
|
| Acquisition of shares | |
| | |
| | |
| | |
| | (629 | ) | | |
| | (629 | ) | | — |
| | (629 | ) |
| Cash dividends on common stock | |
| | |
| | (255 | ) | | |
| | |
| | |
| | (255 | ) | | — |
| | (255 | ) |
| Distribution to noncontrolling interests | |
| | |
| | |
| | |
| | |
| | |
| | — |
| | (56 | ) | | (56 | ) |
| Stock option exercises | |
| | | | |
| | |
| | 6 |
| | |
| | 6 |
| | — |
| | 6 |
|
| Other shareholder transactions | |
| | 28 |
| | |
| | |
| | |
| | |
| | 28 |
| | 9 |
| | 37 |
|
| BALANCE AT DECEMBER 31, 2011 | $ | 555 |
| | $ | 1,446 |
| | $ | 6,038 |
| | $ | (938 | ) | | $ | (1,587 | ) | | $ | (22 | ) | | $ | 5,492 |
| | $ | 339 |
| | $ | 5,831 |
|
| Net income | |
| | |
| | 1,645 |
| | |
| | |
| | |
| | 1,645 |
| | 93 |
| | 1,738 |
|
| Other comprehensive income (loss) | |
| | |
| | |
| | (12 | ) | | |
| | |
| | (12 | ) | | (7 | ) | | (19 | ) |
| Issuance of shares | 1 |
| | 6 |
| | |
| | |
| | |
| | |
| | 7 |
| | — |
| | 7 |
|
| Employee benefits trust activity | |
| | 27 |
| | |
| | |
| | |
| | 4 |
| | 31 |
| | — |
| | 31 |
|
| Acquisition of shares | |
| | |
| | |
| | |
| | (256 | ) | | |
| | (256 | ) | | — |
| | (256 | ) |
| Cash dividends on common stock | |
| | |
| | (340 | ) | | |
| | |
| | |
| | (340 | ) | | — |
| | (340 | ) |
| Distribution to noncontrolling interests | |
| | |
| | |
| | |
| | |
| | |
| | — |
| | (76 | ) | | (76 | ) |
| Stock option exercises | |
| | | | |
| | |
| | 13 |
| | |
| | 13 |
| | — |
| | 13 |
|
| Other shareholder transactions | |
| | 23 |
| | |
| | |
| | |
| | |
| | 23 |
| | 22 |
| | 45 |
|
| BALANCE AT DECEMBER 31, 2012 | $ | 556 |
| | $ | 1,502 |
| | $ | 7,343 |
| | $ | (950 | ) | | $ | (1,830 | ) | | $ | (18 | ) | | $ | 6,603 |
| | $ | 371 |
| | $ | 6,974 |
|
| Net income | |
| | |
| | 1,483 |
| | |
| | |
| | |
| | 1,483 |
| | 105 |
| | 1,588 |
|
| Other comprehensive income (loss) | |
| | |
| | |
| | 166 |
| | |
| | |
| | 166 |
| | (29 | ) | | 137 |
|
| Issuance of shares | |
| | 8 |
| | |
| | |
| | |
| | |
| | 8 |
| | — |
| | 8 |
|
| Employee benefits trust activity | |
| | 24 |
| | |
| | |
| | |
| | 2 |
| | 26 |
| | — |
| | 26 |
|
| Acquisition of shares | |
| | |
| | |
| | |
| | (381 | ) | | |
| | (381 | ) | | — |
| | (381 | ) |
| Cash dividends on common stock | |
| | |
| | (420 | ) | | |
| | |
| | |
| | (420 | ) | | — |
| | (420 | ) |
| Distribution to noncontrolling interests | |
| | |
| | |
| | |
| | |
| | |
| | — |
| | (75 | ) | | (75 | ) |
| Stock option exercises | |
| | 1 |
| | |
| | |
| | 16 |
| | |
| | 17 |
| | — |
| | 17 |
|
| Other shareholder transactions | |
| | 8 |
| | |
| | |
| | |
| | |
| | 8 |
| | (12 | ) | | (4 | ) |
| BALANCE AT DECEMBER 31, 2013 | $ | 556 |
| | $ | 1,543 |
| | $ | 8,406 |
| | $ | (784 | ) | | $ | (2,195 | ) | | $ | (16 | ) | | $ | 7,510 |
| | $ | 360 |
| | $ | 7,870 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2013 | $ | 556 |
| | $ | 1,543 |
| | $ | 8,406 |
| | $ | (2,195 | ) | | $ | (16 | ) | | $ | (784 | ) | | $ | 7,510 |
| | $ | 360 |
| | $ | 7,870 |
|
| Net income | |
| | |
| | 1,651 |
| | |
| | |
| | |
| | 1,651 |
| | 85 |
| | 1,736 |
|
| Other comprehensive loss, net of tax (Note 14) | |
| | |
| | |
| | |
| | |
| | (294 | ) | | (294 | ) | | (11 | ) | | (305 | ) |
| Issuance of common stock |
|
| | 9 |
| | |
| | |
| | |
| | |
| | 9 |
| | — |
| | 9 |
|
| Employee benefits trust activity (Note 13) | |
| | 24 |
| | |
| | |
| | 3 |
| | |
| | 27 |
| | — |
| | 27 |
|
| Repurchases of common stock | |
| | |
| | |
| | (670 | ) | | |
| | |
| | (670 | ) | | — |
| | (670 | ) |
| Cash dividends on common stock (Note 13) | |
| | |
| | (512 | ) | | |
| | |
| | |
| | (512 | ) | | — |
| | (512 | ) |
| Distributions to noncontrolling interests | |
| | |
| | |
| | |
| | |
| | |
| | — |
| | (83 | ) | | (83 | ) |
| Stock based awards | |
| | (5 | ) | | |
| | 21 |
| | |
| | |
| | 16 |
| | — |
| | 16 |
|
| Acquisition of noncontrolling interests | | | (7 | ) | | | | | | | | | | (7 | ) | | (7 | ) | | (14 | ) |
| Other shareholder transactions |
|
| | 19 |
| |
|
| | |
| | |
| | |
| | 19 |
| | — |
| | 19 |
|
| BALANCE AT DECEMBER 31, 2014 | $ | 556 |
| | $ | 1,583 |
| | $ | 9,545 |
| | $ | (2,844 | ) | | $ | (13 | ) | | $ | (1,078 | ) | | $ | 7,749 |
| | $ | 344 |
| | $ | 8,093 |
|
| Net income | |
| | |
| | 1,399 |
| | |
| | |
| | | | 1,399 |
| | 71 |
| | 1,470 |
|
| Other comprehensive loss, net of tax (Note 14) | |
| | |
| | |
| | |
| | |
| | (270 | ) | | (270 | ) | | (15 | ) | | (285 | ) |
| Issuance of common stock |
|
| | 9 |
| | |
| | |
| | |
| | |
| | 9 |
| | — |
| | 9 |
|
| Employee benefits trust activity (Note 13) | |
| | 25 |
| | |
| | |
| | 2 |
| | |
| | 27 |
| | — |
| | 27 |
|
| Repurchases of common stock | |
| | |
| | |
| | (900 | ) | | |
| | |
| | (900 | ) | | — |
| | (900 | ) |
| Cash dividends on common stock (Note 13) | |
| | |
| | (622 | ) | | |
| | |
| | |
| | (622 | ) | | — |
| | (622 | ) |
| Distributions to noncontrolling interests | |
| | |
| | |
| | |
| | |
| | |
| | — |
| | (49 | ) | | (49 | ) |
| Stock based awards | |
| | (4 | ) | | |
| | 9 |
| | |
| | |
| | 5 |
| | — |
| | 5 |
|
| Acquisition of noncontrolling interests | | | (3 | ) | | | | | | | | | | (3 | ) | | (7 | ) | | (10 | ) |
| Other shareholder transactions | |
| | 12 |
| | |
| | |
| | |
| | |
| | 12 |
| | — |
| | 12 |
|
| BALANCE AT DECEMBER 31, 2015 | $ | 556 |
| | $ | 1,622 |
| | $ | 10,322 |
| | $ | (3,735 | ) | | $ | (11 | ) | | $ | (1,348 | ) | | $ | 7,406 |
| | $ | 344 |
| | $ | 7,750 |
|
| Net income | |
| | |
| | 1,394 |
| | |
| | |
| | |
| | 1,394 |
| | 62 |
| | 1,456 |
|
| Other comprehensive loss, net of tax (Note 14) | |
| | |
| | |
| | |
| | |
| | (473 | ) | | (473 | ) | | (17 | ) | | (490 | ) |
| Issuance of common stock |
|
| | 6 |
| | |
| | |
| | |
| | |
| | 6 |
| | — |
| | 6 |
|
| Employee benefits trust activity (Note 13) | |
| | 23 |
| | |
| | |
| | 3 |
| | |
| | 26 |
| | — |
| | 26 |
|
| Repurchases of common stock (Note 13) | |
| | |
| | |
| | (778 | ) | | |
| | |
| | (778 | ) | | — |
| | (778 | ) |
| Cash dividends on common stock (Note 13) | |
| | |
| | (676 | ) | | |
| | |
| | |
| | (676 | ) | | — |
| | (676 | ) |
| Distributions to noncontrolling interests | |
| | |
| | |
| | |
| | |
| | �� |
| | — |
| | (65 | ) | | (65 | ) |
| Stock based awards | |
| | (5 | ) | | |
| | 24 |
| | |
| | |
| | 19 |
| | — |
| | 19 |
|
| Acquisition of noncontrolling interests | | | (73 | ) | | | | | | | | | | (73 | ) | | (25 | ) | | (98 | ) |
| Other shareholder transactions | |
| | 24 |
| | |
| | |
| | |
| | |
| | 24 |
| | — |
| | 24 |
|
| BALANCE AT DECEMBER 31, 2016 | $ | 556 |
| | $ | 1,597 |
| | $ | 11,040 |
| | $ | (4,489 | ) | | $ | (8 | ) | | $ | (1,821 | ) | | $ | 6,875 |
| | $ | 299 |
| | $ | 7,174 |
|
The accompanying notes are an integral part of our Consolidated Financial Statements.
CUMMINS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Cummins Inc. wasWe were founded in 1919 as Cummins Engine Company, a corporation in Columbus, Indiana, asIndiana. We were one of the first diesel engine manufacturers. We changed our name to Cummins Inc. in 2001. 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 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 overapproximately 600 company-ownedwholly-owned and independent distributor locations and over 6,8007,400 dealer locations in more than 190 countries and territories.
Principles of Consolidation
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 income attributable to noncontrolling interests" in our Consolidated Statements of Income.
Certain amounts for 2012 and 2011 have been reclassified to conform to the current classifications.
We have variable interests in several businesses accounted for under the equity method of accounting that are deemed to be VIEs and are subject to the provisions ofgenerally accepted accounting principles generally accepted in the United States of America (GAAP) for variable interest entities. Most of these VIEs are unconsolidatedunconsolidated.
Reclassifications
Certain amounts for 2015 and as such are included in2014 have been reclassified to conform to the summary of disclosures in NOTE 3, "INVESTMENTS IN EQUITY INVESTEES." The VIEs, including the consolidated VIEs, are not material individually or in the aggregate to our Consolidated Balance Sheets or Consolidated Statements of Income.current year presentation.
Investments in Equity Investees
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.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.
Our foreign equity investees are presented net of applicable foreign income taxes in our Consolidated Statements of Income. The vast majority of ourOur remaining United States (U.S.) equity investees are partnerships (non-taxable), thus there is no difference between gross or net of tax presentation as the investees are not taxed. See NOTE 3,2, "INVESTMENTS IN EQUITY INVESTEES," for additional information.
Use of Estimates in the Preparation of the Financial Statements
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
other rate assumptions for pension and other postretirement benefit costs, impairment charges, restructuring 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.
Revenue Recognition
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,exists;
The product has been shipped and legal title and all risks of ownership have been transferred,transferred;
The sales price is fixed or determinabledeterminable; 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 in the U.S. and most international locations, 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,rebates;
Market share rebatesrebates; 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."
Rights of return do not exist for the majority of our sales, other than for quality issues. We do offer certain return rights in our aftermarket business, where some aftermarket customers are permitted to return small amounts of parts and filters each year and in our power generationsystems business, which sells portable generators to retail customers. An estimate of future returns is accrued at the time of sale based on historical return rates.
Foreign Currency Transactions and Translation
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 income (loss)loss (AOCL) and include the adjustments in net income only upon sale, loss of controlling financial interest or liquidation of the underlying foreign investment.
Foreign currency transaction gains and losses are included in current net income. For foreign entities where the U.S. dollar is the functional currency, including those operating in highly inflationary economies when applicable, we remeasure non-monetary balances and the related income statement using historical exchange rates. We include in income the resulting gains and losses, including the effect of derivatives in our Consolidated Statements of Income, which combined with transaction gains and losses amounted to a net loss of $27$12 million, $18 million and $6 million for the years ended December 31, 2016, 2015 and 2014, respectively.
Fair Value Measurements
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 2013, net loss of $14 millionactive markets;
Level 2 - Quoted prices for similar instruments in 2012active markets, quoted prices for identical or similar instruments in markets that are not active and net loss of $14 million in 2011.model-derived valuations whose significant inputs are observable; and
Level 3 - Instruments whose significant inputs are unobservable.
Derivative Instruments
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 swapphysical forward contracts commodityand zero-cost collars and an interest rate swap.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 significant 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 swapphysical 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.
We record all derivatives at fair value in our financial statements. NOTE 21, "DERIVATIVES," provides further information on our hedging strategy 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, for derivative financial instruments.are marked to market through earnings.
Income Tax Accounting
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 taxnet 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
allowance will be needed to further reduce the deferred tax assets. 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 reduce our net tax assetsaccrue for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions wepositions. We have taken and we believe we have made adequate provision 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 taxnet operating loss and credit carryforwards is disclosed in NOTE 4,3, "INCOME TAXES."
Cash and Cash Equivalents
Cash equivalents are defined as short-term, highly liquid investments with an original maturity of 90 days or less at the time of purchase. The carrying amounts reflected in our Consolidated Balance Sheets for cash and cash equivalents approximate fair value due to the short-term maturity of these investments.
Statements of Cash Flows-Supplemental Disclosures
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 |
| Changes in current assets and liabilities, net of acquisitions and divestitures | | | | | | |
| Accounts and notes receivable | | $ | (148 | ) | | $ | 87 |
| | $ | (350 | ) |
| Inventories | | (46 | ) | | (32 | ) | | (225 | ) |
| Other current assets | | 212 |
| | (60 | ) | | (21 | ) |
| Accounts payable | | 163 |
| | (256 | ) | | 208 |
|
| Accrued expenses | | (246 | ) | | (514 | ) | | 234 |
|
| Total | | $ | (65 | ) | | $ | (775 | ) | | $ | (154 | ) |
| | | | | | | |
| Cash payments for income taxes, net of refunds | | $ | 380 |
| | $ | 691 |
| | $ | 532 |
|
| Cash payments for interest, net of capitalized interest | | $ | 30 |
| | $ | 32 |
| | $ | 47 |
|
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2016 | | 2015 | | 2014 |
| Cash payments for income taxes, net of refunds | | $ | 430 |
| | $ | 732 |
| | $ | 659 |
|
| Cash payments for interest, net of capitalized interest | | 68 |
| | 65 |
| | 65 |
|
Marketable Securities
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, 20132016 and 2012,2015, all of our investments were classified as available-for-sale.
Available-for-sale (AFS) securities are carried at fair value with the unrealized gain or loss, net of tax, reported in other comprehensive income. Unrealized losses considered to be "other-than-temporary" are recognized currently in income. The cost of securities sold is based on the specific identification method. The fair value of most investment securities is determined by currently available market prices. Where quoted market prices are not available, we use the market price of similar types of securities that are traded in the market to estimate fair value. See NOTE 5,4, "MARKETABLE SECURITIES," for a detailed description of our investments in marketable securities.
Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are recorded at the invoiced amount, which approximates net realizable value, and generally do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on our historical collection experience and by performing an analysis of our accounts receivable in light of the current economic environment. We review our allowance for doubtful accounts on a regular basis. In addition, when necessary, we provide an allowance for the full amount of specific accounts deemed to be uncollectible. Account balances are charged off against the allowance in the period in which we determine that it is probable the receivable will not be recovered. The allowance for doubtful accounts balances for the years ended December 31, 20132016 and 20122015 were $14$16 million and $13$15 million, respectively.
Inventories
Our inventories are stated at the lower of cost or market. For the years ended December 31, 20132016 and 2012,2015, approximately 1413 percent and 1413 percent, respectively, of our consolidated inventories (primarily heavy-duty and high-horsepower engines and parts) were valued using the last-in, first-out (LIFO) cost method. The cost of other inventories is generally valued using the first-in, first-out (FIFO) cost method. Our inventories at interim and year-end reporting dates include estimates for adjustments related to annual physical inventory results and for inventory cost changes under the LIFO cost method. Due to significant movements of partially-manufactured components and parts between manufacturing plants, we do not internally measure, nor do our accounting systems provide, a meaningful segregation between raw materials and work-in-process. See NOTE 7,5, "INVENTORIES," for additional information.
Property, Plant and Equipment
We record property, plant and equipment, inclusive of assets under capital leases, at cost. We depreciate the cost of the majority of our equipment using the straight-line method with depreciable lives ranging from 20 to 40 years for buildings and 3 to 20 years for machinery, equipment and fixtures. Capital lease amortization is recorded in depreciation expense. We expense normal maintenance and repair costs as incurred. Depreciation expense totaled $318$434 million, $287$419 million and $264$351 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively. See NOTE 8,6, "PROPERTY, PLANT AND EQUIPMENT," for additional information.
Impairment of Long-Lived Assets
We review our long-lived assets for possible impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. We assess the recoverability of the carrying value of the long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. An impairment of a long-lived asset or asset group exists when the expected future pre-tax cash flows (undiscounted and without interest charges) estimated to be generated by the asset or asset group is less than its carrying value. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is measured based on the difference between the estimated fair value and carrying value of the asset or asset group. Assumptions and estimates used to estimate cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in a future impairment charge. See NOTE 19, "IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS," for additional information.
Goodwill
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 wereare two situations where we have aggregated two or more componentsreporting 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. This analysis has resulted in the following reporting units for our goodwill testing:below:
Within our Components segment, our emission solutions and filtration businesses have been aggregated into a single reporting unit.
Also within our Components segment, our turbo technologies business is considered a separate reporting unit.
Within our Power Generation segment, our alternators business is considered a separate reporting unit.
Within our Engine segment, our new and recon parts business is considered a separate reporting unit. This reporting unit is in the business of selling new parts and remanufacturing and reconditioning engines and certain engine components.
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.
NoGoodwill in other reporting units have goodwill.is immaterial for separate disclosure. Our valuation method requires us to make projections of revenue, operating expenses, working capital investment and fixed asset additions for the reporting units over a multi-year period. Additionally, management must estimate a weighted-average cost of capital, which reflects a market rate, for each reporting unit for use as a discount rate. The discounted cash flows are compared to the carrying value of the reporting unit and, if less than the carrying value, a separate valuation of the goodwill is required to determine if an impairment loss has occurred. In addition, we also perform a sensitivity analysis to determine how much our forecasts can fluctuate before the fair value of a reporting unit would be lower than its carrying amount. We performed the required procedures as of the end of our fiscal third quarter and determined that our goodwill was not impaired. At December 31, 2013,2016, our recorded goodwill was $461$480 million, approximately 8779 percent of which resided in the aggregated emission solutions plusand filtration reporting unit. For this reporting unit, the fair value exceeded its carrying value by a substantial margin when we last performed step one of the two-step impairment test. Changes in our projections or estimates, a deterioration of our operating results and the related cash flow effect or a significant increase in the discount rate could decrease the estimated fair value of our reporting units and result in a future impairment of goodwill. See NOTE 9,7, "GOODWILL AND OTHER INTANGIBLE ASSETS,"for additional information.
Software
We capitalize certain costs for software that areis developed or obtained for internal use. Software costs are amortized on a straight-line basis over their estimated useful lives generally ranging from 3 to 12 years. Software assets are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable over the remaining lives of the assets. Upgrades and enhancements are capitalized if they result in significant modifications that enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion and business process reengineering costs are expensed in the period in which they are incurred. See NOTE 9,7, "GOODWILL AND OTHER INTANGIBLE ASSETS," for additional information.
Warranty
We charge the estimated costs of warranty programs, other than product recalls, to incomecost of sales at the time products are shipped to customers.sold and revenue is recognized. We use historical experience of warranty programs to develop the estimated liability for our various warranty programs.
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. The liability for these programs is reflected in the provision for warranties issued. We review and assess the liability for these programs on a quarterly basis. We also assess our ability to recover certain costs from our suppliers and record a receivable from the supplier when we believe a recovery is probable. In addition to costs incurred on warranty and recall programs, from time to time we also incur costs related to customer satisfaction programs for items not covered by warranty. We accrue for these costs when agreement is reached with a specific customer. These costs are not included in the provision for warranties, but are included in cost of sales.
In addition, we sell extended warranty coverage on most of our engines. The revenue collected is initially deferred and is recognized as revenue in proportion to the costs expected to be incurred in performing services over the contract period. We compare the remaining deferred revenue balance quarterly to the estimated amount of future claims under extended warranty programs and provide an additional accrual when the deferred revenue balance is less than expected future costs. See NOTE 11,10, "PRODUCT WARRANTY LIABILITY," for additional information.
Research and Development
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 $700$616 million in 2013, $7212016, $718 million in 20122015 and $621$737 million in 2011.2014. Contract reimbursements were $76$131 million in 2013, $862016, $98 million in 20122015 and $75$121 million in 2011.2014.
Related Party Transactions
In accordance with the provisions of various joint venture agreements, we may purchase products and components from our joint ventures, sell products and components to our joint ventures and our joint ventures may sell products and components to unrelated parties. Joint venture transfer prices may differ from normal selling prices. Certain joint venture agreements transfer product at cost, some transfer product on a cost-plus basis, and others transfer product at market value. Our related party sales are presented on the face of our Consolidated Statements of Income. Our related party purchases were not material to our financial position or results of operations.
RECENTLY ADOPTEDISSUED ACCOUNTING PRONOUNCEMENTS
In February 2013,August 2016, the Financial Accounting Standards Board (FASB) amended its standards on comprehensive income by requiring disclosurerelated to the classification of certain cash receipts and cash payments. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the footnotesstatement of information about amounts reclassified out of accumulated other comprehensive income by component. Specifically,cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendment requires disclosureamendments in an interim period, any adjustments should be reflected as of the line items on net income in whichbeginning of the item was reclassified only if it is reclassified to net income in its entiretyfiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same reporting period. It also requires cross reference to other disclosures for amounts that are not reclassified in their entirety in the same reporting period. The new rules became effective for us beginning January 1, 2013 and were adoptedstandard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We are in accordance with the standard. Theprocess of evaluating the impact this standard resulted in new disclosures in NOTE 16, "OTHER COMPREHENSIVE INCOME (LOSS)."will have on our Consolidated Statements of Cash Flows.
In December 2011,June 2016, the FASB amended its standards related to offsetting assets and liabilities.the accounting for credit losses on financial instruments. This amendment requires entities to disclose both grossintroduces new guidance for accounting for credit losses on instruments including trade receivables and net information about certain instruments and transactions eligible for offset in the statement of financial position and certain instruments and transactions subject to an agreement similar to a master netting agreement. This information enables users of the financial statements to understand the effect of those arrangements on our financial position.held-to-maturity debt securities. The new rules becameare effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are in the process of evaluating the impact the amendment will have on January 1, 2013. our Consolidated Financial Statements.
In January 2013,March 2016, the FASB further amended its standards related to the accounting for stock compensation. This amendment addresses several aspects of the accounting for share-based payment transactions that could impact us including, but not limited to, recognition of excess tax benefits or deficiencies in the income statement each period and classification of the excess tax benefits or deficiencies as operating activities in the cash flow statement. The new standard is effective for annual periods beginning after December 15, 2016. The adoption of this standard could result in future volatility in our income tax expense since all excess tax benefits and deficiencies are now recorded in the income statement. We are unable to limit its scope to derivatives, repurchaseestimate this impact since the amount of excess benefits and reverse repurchase agreements, securities borrowings and lending transactions. This standard resulted in new disclosures in NOTE 21, "DERIVATIVES."deficiencies are dependent on our stock price at the time a stock award vests or is exercised.
NOTE 2. ACQUISITIONS AND DIVESTITURESIn February 2016, the FASB amended its standards related to the accounting for leases. Under the new standard, lessees will now be required to recognize substantially all leases on the balance sheet as both a right-of-use-asset and a liability. The standard will continue to have two types of leases for income statement recognition purposes: operating leases and finance leases. Operating leases will result in the recognition of a single lease expense on a straight-line basis over the lease term similar to the treatment for operating leases under today's standards. Finance leases will result in an accelerated expense similar to the accounting for capital leases under today's standards. The determination of a lease classification as operating or finance will be done in a manner similar to today's standard. The new standard also contains amended guidance regarding the identification of embedded leases in service contracts and the identification of lease and non-lease components in an arrangement. The new standard is effective on January 1, 2019, with early adoption permitted. We are still evaluating the impact the standard could have on our
Acquisitions
On September 17, 2013, Consolidated Financial Statements; however, while we announced our intention to acquirehave not yet quantified the equity thatamount, we do not already own in mostexpect the standard will have a material impact on our Consolidated Balance Sheets due to the recognition of our partially-owned United Statesadditional assets and Canadian distributors over the next three to five years.liabilities for operating leases.
Cummins Western Canada LP
In January 2016, the FASB amended its standards related to the accounting for certain financial instruments. This amendment addresses certain aspects of recognition, measurement, presentation and disclosure. The new rules will become effective for annual and interim periods beginning after December 2013, we acquired15, 2017. Early adoption is not permitted. We are in the remaining 35 percent interest in Cummins Western Canada LP (Western Canada) fromprocess of evaluating the former principal for consideration of approximately $34 million. This entity was previously consolidated and, as a result,impact the acquisition was not treated as a business combination but as an equity transaction. This acquisition was made in accordance withamendment will have on our planned strategy.
Cummins Rocky Mountain LLC Consolidated Financial Statements.
In May 2013,2014, the FASB amended its standards related to revenue recognition. This amendment replaces all existing revenue recognition guidance and provides a single, comprehensive revenue recognition model for all contracts with customers. The standard contains principles that we acquiredwill apply to determine the remaining 67 percent interestmeasurement of revenue and timing of when it is recognized. The underlying principle is that we will recognize revenue in Cummins Rocky Mountain LLC (Rocky Mountain) froma manner that depicts the former principaltransfer of goods or services to customers at an amount that we expect to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of approximately $62 millionthe time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendment also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in those judgments and assets recognized from costs incurred to fulfill a contract. The standard allows either full or modified retrospective adoption effective for annual and interim periods beginning January 1, 2018. We are in the process of evaluating the impact the amendment will have on our in cash andConsolidated Financial Statements. We expect to adopt the standard using the modified retrospective approach. While we have not yet completed our evaluation process, we have identified that a change will be required related to our accounting for remanufactured product sales that include an additional $74 million in cash paidexchange of the used product, referred to creditors to eliminate all debtas core. Revenue is not currently recognized related to the entity. The purchase price was approximately $136 million as presented below. The intangible assets are primarily customer related and are being amortized over periods ranging from one to four years. The acquisition wascore component unless the used product is not returned. Under the new standard, the transaction will be accounted for as a business combination, withgross sale and a purchase of inventory. As a result the resultsexchange will increase both sales and cost of sales, in equal amounts, related to the used core. This will not impact gross margin dollars, but will impact the gross margin percentage. We are still quantifying the amount of this change. We have 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 acquired entity included innew model, we expect to accelerate the Distribution operating segment beginning intiming of revenue recognition for amounts related to satisfied performance obligations that would have been delayed under the second quartercurrent guidance. We do not expect the impact of 2013.
Distribution segment results also included a $5 million gain, as we were required to re-measure our pre-existing 33 percent ownership interest in Rocky Mountain to fair value in accordance with GAAP. Net sales for Rocky Mountain were $384 million for the year ended December 31, 2012. This amount is not fully incremental to Cummins Inc. as the amount would be reduced by the elimination of sales to the previously unconsolidated entity. Approximately $13 million of the $14 million deferred purchase price was distributed in 2013. The remaining balance is expectedthis change to be paid in 2014.material, but we are still quantifying the impact.
The final purchase price allocation as of December 31, 2013, was as follows:
|
| | | |
| In millions | |
| Accounts receivable | $ | 48 |
|
| Inventory | 100 |
|
| Fixed assets | 34 |
|
| Intangible assets | 8 |
|
| Goodwill | 10 |
|
| Other assets | 8 |
|
| Current liabilities | (41 | ) |
| Total business valuation | 167 |
|
| Fair value of pre-existing 33 percent interest | (31 | ) |
| Purchase price | $ | 136 |
|
Cummins Northwest LLC
In January 2013, we acquired an additional 29.99 percent interest in Cummins Northwest LLC (Northwest) from the former principal for consideration of approximately $18 million. We formed a new partnership with a new distributor principal. We owned 79.99 percent of Northwest and the new distributor principal owned 20.01 percent. The acquisition was accounted for as a business combination, with the results of the acquired entity included in the Distribution segment beginning in the first quarter of 2013. Distribution segment results also included a $7 million gain, as we were required to re-measure our pre-existing 50 percent ownership interest in Northwest to fair value in accordance with GAAP. The transaction generated $3 million of goodwill. Net sales for Northwest were $137 million for the year ended December 31, 2012. This amount is not fully incremental to Cummins Inc. as the amount would be reduced by the elimination of sales to the previously unconsolidated entity.
In July 2013, we acquired the remaining 20.01 percent from the former distributor principal for an additional $4 million. Since the entity was already consolidated, this was accounted for as an equity transaction.
Hilite Germany GmbH
In July 2012, we purchased the doser technology and business assets from Hilite Germany GmbH (Hilite) in a cash transaction. Dosers are products that enable compliance with emission standards in certain aftertreatment systems and complement our current product offerings. The purchase price was $176 million and is summarized below. There was no contingent consideration associated with this transaction. During 2012, we expensed approximately $4 million of acquisition related costs.
The acquisition of Hilite was accounted for as a business combination, with the results of the acquired entity and the goodwill included in the Components operating segment beginning in the third quarter of 2012. The majority of the purchase price was allocated to technology and customer related intangible assets and goodwill, most of which is expected to be fully deductible for tax purposes. We expect the Hilite acquisition to strengthen our aftertreatment product offerings. This acquisition enhances our technical capabilities and keeps us in a strong position to meet the needs of current customers and grow into new markets, especially as an increasing number of regions around the world adopt tougher emission standards.
Intangible assets by asset class, including weighted average amortization life, were as follows:
|
| | | | | | |
| Dollars in millions | | Purchase price allocation | | Weighted average amortization life in years |
| Technology | | $ | 52 |
| | 10.6 |
| Customer | | 23 |
| | 4.5 |
| License arrangements | | 8 |
| | 6.0 |
| Total intangible assets | | $ | 83 |
| | 8.5 |
The purchase price was allocated as follows:
|
| | | | |
| In millions | | |
| Inventory | | $ | 5 |
|
| Fixed assets | | 5 |
|
| Intangible assets | | 83 |
|
| Goodwill | | 91 |
|
| Liabilities | | (8 | ) |
| Total purchase price | | $ | 176 |
|
Net sales for Hilite were $104 million for 2012, of which $46 million was included in our Consolidated Statements of Income and represented less than 1 percent of consolidated sales, and $77 million in 2011.
Cummins Central Power LLC
In July 2012, we acquired an additional 45 percent interest in Cummins Central Power LLC (Central Power) from the former principal for consideration of approximately $20 million. The acquisition was accounted for as a business combination, with the results of the acquired entity included in the Distribution operating segment beginning in the third quarter of 2012. Distribution segment results also included a $7 million gain, as we were required to re-measure our pre-existing 35 percent ownership interest in Central Power to fair value in accordance with GAAP. Net sales for Central Power were $242 million in 2012, of which $115 million was included in our Consolidated Statements of Income and represented less than 1 percent of consolidated sales, and $209 million in 2011.
Divestitures
Exhaust Business
In the second quarter of 2011, we sold certain assets and liabilities of our exhaust business which manufactures exhaust products and select components for emission systems for a variety of applications not core to our other product offerings. This business was historically included in our Components segment. The sales price was $123 million. We recognized a gain on the sale of $68 million ($37 million after-tax), which included a goodwill allocation of $19 million. The gain was excluded from segment results as it was not considered in our evaluation of operating results for the year ended December 31, 2011.
Sales for this business were $62 million and $171 million in 2011 (through closing) and 2010, respectively. Income before income taxes for this business were approximately $9 million and $22 million in 2011 (through closing) and 2010, respectively.
Light-Duty Filtration Business
During the fourth quarter of 2011, we sold certain assets and liabilities of our light-duty filtration business which manufactures light-duty automotive and industrial filtration solutions. The sales price was $90 million and included a note receivable from the buyer of approximately $1 million. There were no earnouts or other contingencies associated with the sales price. We recognized a gain on the sale of $53 million ($33 million after-tax), which included a goodwill allocation of $6 million. The gain was excluded from segment results as it was not considered in our evaluation of operating results for the year ended December 31, 2011.
Sales for this business were $64 million and $74 million in 2011 (through closing) and 2010, respectively. Income before income taxes for this business were approximately $13 million and $9 million in 2011 (through closing) and 2010, respectively.
In the second quarter of 2012, we recorded an additional $6 million gain ($4 million after-tax) related to final purchase price adjustments for both of our 2011 divestitures. The gain was excluded from segment results as it was not considered in our evaluation of operating results for the year ended December 31, 2012.
NOTE 3.2. INVESTMENTS IN EQUITY INVESTEES
Investments in and advances related to equity method investees and our ownership percentage was as follows:
| | | | | | | December 31, | | | | December 31, |
| In millions | | Ownership % | | 2013 | | 2012 | | Ownership % | | 2016 | | 2015 |
| Komatsu alliances | | | 20-50% | | $ | 197 |
| | $ | 173 |
|
| Beijing Foton Cummins Engine Co., Ltd. | | | 50% | | 163 |
| | 172 |
|
| Dongfeng Cummins Engine Company, Ltd. | | 50% | | $ | 135 |
| | $ | 113 |
| | 50% | | 111 |
| | 118 |
|
| Komatsu alliances | | 20-50% | | 132 |
| | 132 |
| |
| North American distributors | | 37-50% | | 114 |
| | 139 |
| |
Beijing Foton Cummins Engine Co., Ltd. (1) | | 50% | | 103 |
| | 107 |
| |
| Chongqing Cummins Engine Company, Ltd. | | | 50% | | 73 |
| | 80 |
|
| Cummins-Scania XPI Manufacturing, LLC | | 50% | | 71 |
| | 65 |
| | 50% | | 82 |
| | 66 |
|
| Chongqing Cummins Engine Company, Ltd. | | 50% | | 67 |
| | 58 |
| |
| Tata Cummins, Ltd. | | 50% | | 50 |
| | 52 |
| | 50% | | 63 |
| | 60 |
|
| Cummins Olayan Energy | | 49% | | 34 |
| | 34 |
| |
| Shanghai Fleetguard Filter Co., Ltd. | | 50% | | 33 |
| | 31 |
| |
| Guangxi Cummins Industrial Power Co., Ltd. | | 50% | | 26 |
| | 30 |
| |
North American distributors (1) | | | 50% | | — |
| | 15 |
|
| Other | | Various | | 166 |
| | 136 |
| | Various | | 257 |
| | 291 |
|
| Total | | | | $ | 931 |
| | $ | 897 |
| |
| Investments and advances related to equity method investees | | | | | $ | 946 |
| | $ | 975 |
|
(1) Includes both the Light-duty and the Heavy-duty businesses.Ownership percentage of North American distributor investments at December 31, 2015.
Equity, royalty and interest income from investees, net of applicable taxes, was as follows:
| | | | | Years ended December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Distribution Entities | | | | | | | |
| Distribution entities | | | | | | | |
| Komatsu Cummins Chile, Ltda. | | | $ | 34 |
| | $ | 31 |
| | $ | 29 |
|
| North American distributors | | $ | 129 |
| | $ | 147 |
| | $ | 134 |
| | 21 |
| | 33 |
| | 107 |
|
| Komatsu Cummins Chile, Ltda. | | 25 |
| | 26 |
| | 22 |
| |
| All other distributors | | 1 |
| | 4 |
| | 4 |
| | — |
| | 3 |
| | 4 |
|
| Manufacturing Entities | | | | | | | |
| Manufacturing entities | | | | | | | |
| Beijing Foton Cummins Engine Co., Ltd. | | | 52 |
| | 62 |
| | (2 | ) |
| Dongfeng Cummins Engine Company, Ltd. | | 63 |
| | 52 |
| | 80 |
| | 46 |
| | 51 |
| | 67 |
|
| Chongqing Cummins Engine Company, Ltd. | | 58 |
| | 61 |
| | 68 |
| | 38 |
| | 41 |
| | 51 |
|
| Beijing Foton Cummins Engine Co., Ltd. (Heavy-duty) | | (21 | ) | | (13 | ) | | (6 | ) | |
| Beijing Foton Cummins Engine Co., Ltd. (Light-duty) | | 17 |
| | 5 |
| | (7 | ) | |
| Shanghai Fleetguard Filter Co., Ltd. | | 13 |
| | 13 |
| | 15 |
| |
| Tata Cummins, Ltd. | | 5 |
| | 11 |
| | 14 |
| |
| Cummins Westport, Inc. | | 4 |
| | 14 |
| | 14 |
| |
| All other manufacturers | | 31 |
| | 27 |
| | 37 |
| | 69 |
| | 52 |
| | 74 |
|
| Cummins share of net income | | 325 |
| | 347 |
| | 375 |
| | 260 |
| | 273 |
| | 330 |
|
| Royalty and interest income | | 36 |
| | 37 |
| | 41 |
| | 41 |
| | 42 |
| | 40 |
|
| Equity, royalty and interest income from investees | | $ | 361 |
| | $ | 384 |
| | $ | 416 |
| | $ | 301 |
| | $ | 315 |
| | $ | 370 |
|
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 the majoritysome 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.
North American Distributors - As of December 31, 2013, our distribution channel in North America included 9 unconsolidated partially-owned distributors. Our equity interests in these nonconsolidated entities ranged from 37 percent to 50 percent. We also had more than a 50 percent ownership interest in three partially owned distributors which we consolidate. While each distributor is a separate legal entity, the business of each is substantially the same as that of our wholly-owned distributors based in other parts of the world. All of our distributors, irrespective of their legal structure or ownership, offer the full range of our products and services to customers and end-users in their respective markets.
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 the Chilean and Peruvian markets.
We also have 50 percent equity interests in five other international distributors.
We are contractually obligated to repurchase new engines, parts and components, special tools and signage from our North American distributors following an ownership transfer or termination ofDistributors - During 2016, we acquired the distributor. remaining interest in the final unconsolidated North American distributor joint venture.
In addition, in certain cases where we own a partial interest in a distributor, we aremay 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 priceconsideration of the equity interests ismay be determined based on the fair valuevale of the distributor's assets. Outside of North America, repurchaseRepurchase 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 GenerationSystems segment manufacturing facilities. Our Components segment joint ventures and wholly owned entities provide fuel systems, filtration, aftertreatment systems and turbocharger products that are used in 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.
Chongqing Cummins Engine Company, Ltd. - Chongqing Cummins Engine Company, Ltd. (CCEC) 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 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 (Dongfeng), one of the largest medium-duty and heavy-duty truck manufacturers in China. DCEC produces Cummins 4- to 13-liter mechanical engines, full-electric diesel engines, with a power range from 125 to 545 horsepower, and natural gas engines.
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 ISF 2.8 liter and ISF 3.8 liter families of our 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 has been in the development stage for the past several years but is scheduled to start the production ofproduces ISG 10.5 liter and ISG 11.8 liter families of our high performance heavy-duty diesel engines in the second quarter of 2014 in Beijing. These engines will beare used in heavy-duty commercial trucks in China and subsequentlywill be used in world wide markets. Certain types of construction equipment and industrial applications willare also be served by these engine familiesfamilies.
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 future.largest medium-duty and heavy-duty truck manufacturers in China. DCEC produces Cummins 4- to 13-liter mechanical engines, full-electric diesel engines, with a power range from 125 to 545 horsepower, and natural gas engines.
Shanghai Fleetguard Filter Co.,Chongqing Cummins Engine Company, Ltd. - Shanghai Fleetguard Filter Co.,Chongqing Cummins Engine Company, Ltd. is a joint venture in China with Dongfeng that manufactures filtration systems.
Cummins Westport, Inc. - Cummins Westport, Inc. is a joint venture in Canada with Westport Innovations Inc. to marketChongqing Machinery and sell automotive spark-ignited natural gas engines and to participate in joint technology projects on low-emission technologies.
Tata Cummins,Electric Co. Ltd. - Tata Cummins, Ltd. is a joint venture in India with Tata Motors Ltd., the largest automotive company in India and a member of the Tata group of companies. This joint venture manufactures engines in India for use in trucks manufactured by Tata Motors, as well as for various industrial and power generation applications.
Komatsu manufacturing alliances - Komatsu manufacturing alliances consists of twomanufacturing joint ventures andonedesign joint venture including Komatsu Cummins Engine Company (KCEC) in Japan and Cummins Komatsu Engine Company (CKEC) in the United States (U.S.) with Komatsu Ltd. These joint ventures manufacture Cummins-designed medium-duty engines in Japan and Komatsu-designed high-horsepower engines in the U.S. The industrial engine design joint venture is located in Japan.
Cummins-Scania XPI Manufacturing, LLC - Cummins-Scania XPI Manufacturing, LLC is a joint venture in the United States with Scania Holding, Inc. This joint venture manufactures several models of advanced fuel systems forour heavy-duty and midrange diesel engines.
Cummins Olayan Energy Ltd. - Cummins Olayan Energy Ltd. is a joint venture in the Kingdom of Saudi Arabia with General Contracting Company to operate certain rental power generation equipment, which is primarily utilized within the Kingdom of Saudi Arabia.
Guangxi Cummins Industrial Power Co., Ltd. - Guangxi Cummins Industrial Power Co., Ltd. is a joint venture in China with Guangxi LiuGong Machinery Co. This joint venture manufactures 6.7 liter and 9.3 literhigh-horsepower diesel engines, for useprimarily serving the industrial and stationary power markets in various construction equipment.China.
Equity Investee Financial Summary
We have approximately $482$525 million in our investment account at December 31, 2013,2016, that represents cumulative undistributed income in our equity investees. Dividends received from our unconsolidated equity investees were $271$212 million, $329$248 million and $341$227 million in 2013, 20122016, 2015 and 2011,2014, respectively. Summary financial information for our equity investees was as follows:
| | | | | As of and for the years ended December 31, | | At and for the years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Net sales | | $ | 7,799 |
| | $ | 8,296 |
| | $ | 8,659 |
| | $ | 5,654 |
| | $ | 5,946 |
| | $ | 7,426 |
|
| Gross margin | | 1,719 |
| | 1,870 |
| | 1,948 |
| | 1,182 |
| | 1,265 |
| | 1,539 |
|
| Net income | | 690 |
| | 747 |
| | 788 |
| | 499 |
| | 521 |
| | 630 |
|
| | | | | | | | | | | | | |
| Cummins share of net income | | $ | 325 |
| | $ | 347 |
| | $ | 375 |
| | $ | 260 |
| | $ | 273 |
| | $ | 330 |
|
| Royalty and interest income | | 36 |
| | 37 |
| | 41 |
| | 41 |
| | 42 |
| | 40 |
|
| Total equity, royalty and interest from investees | | $ | 361 |
| | $ | 384 |
| | $ | 416 |
| | $ | 301 |
| | $ | 315 |
| | $ | 370 |
|
| | | | | | | | | | | | | |
| Current assets | | $ | 2,742 |
| | $ | 2,843 |
| | |
| | $ | 2,602 |
| | $ | 2,458 |
| | |
|
| Non-current assets | | 1,794 |
| | 1,588 |
| | |
| | 1,377 |
| | 1,539 |
| | |
|
| Current liabilities | | (2,090 | ) | | (2,039 | ) | | |
| | (1,938 | ) | | (1,796 | ) | | |
|
| Non-current liabilities | | (541 | ) | | (431 | ) | | |
| | (232 | ) | | (284 | ) | | |
|
| Net assets | | $ | 1,905 |
| | $ | 1,961 |
| | |
| | $ | 1,809 |
| | $ | 1,917 |
| | |
|
| | | | | | | | | | | | | |
| Cummins share of net assets | | $ | 967 |
| | $ | 886 |
| | |
| | $ | 927 |
| | $ | 958 |
| | |
|
Sale of Equity Investee
In the fourth quarter of 2016, we sold our remaining 49 percent interest in Cummins Olayan Energy for $61 million and recognized a gain of $17 million. We received cash of $58 million with the remaining balance receivable in future periods.
NOTE 4.3. INCOME TAXES
The following table summarizes income before income taxes:
| | | | | Years ended December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Income before income taxes | | | | | | | |
| U.S. income | | $ | 1,058 |
| | $ | 998 |
| | $ | 881 |
| | $ | 995 |
| | $ | 1,275 |
| | $ | 1,407 |
|
| Foreign income | | 1,061 |
| | 1,273 |
| | 1,790 |
| | 935 |
| | 750 |
| | 1,027 |
|
| Total | | $ | 2,119 |
| | $ | 2,271 |
| | $ | 2,671 |
| |
| Income before income taxes | | | $ | 1,930 |
| | $ | 2,025 |
| | $ | 2,434 |
|
Income tax expense consists of the following:
| | | | | Years ended December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Current | | | | | | | | | | | | |
| U.S. federal and state | | $ | 239 |
| | $ | 118 |
| | $ | 116 |
| | $ | 211 |
| | $ | 516 |
| | $ | 470 |
|
| Foreign | | 192 |
| | 299 |
| | 524 |
| | 213 |
| | 147 |
| | 197 |
|
| Total current | | 431 |
| | 417 |
| | 640 |
| | 424 |
| | 663 |
| | 667 |
|
| Deferred | | | | | | | | | | | | |
| U.S. federal and state | | 67 |
| | 108 |
| | 69 |
| | 57 |
| | (151 | ) | | 39 |
|
| Foreign | | 33 |
| | 8 |
| | 16 |
| | (7 | ) | | 43 |
| | (8 | ) |
| Total deferred | | 100 |
| | 116 |
| | 85 |
| | 50 |
| | (108 | ) | | 31 |
|
| Income tax expense | | $ | 531 |
| | $ | 533 |
| | $ | 725 |
| | $ | 474 |
| | $ | 555 |
| | $ | 698 |
|
A reconciliation of the statutory U.S. federal income tax rate to the effective tax rate was as follows:
| | | | | Years ended December 31, | | Years ended December 31, |
| | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Statutory U.S. federal income tax rate | | 35.0 | % | | 35.0 | % | | 35.0 | % | | 35.0 | % | | 35.0 | % | | 35.0 | % |
| State income tax, net of federal effect | | 0.2 |
| | 1.0 |
| | 0.4 |
| | 0.8 |
| | 1.2 |
| | 1.1 |
|
| Differences in rates and taxability of foreign subsidiaries and joint ventures | | | (7.2 | ) | | (6.6 | ) | | (5.7 | ) |
| Research tax credits | | (3.7 | ) | | (0.4 | ) | | (4.7 | ) | | (1.7 | ) | | (1.4 | ) | | (1.5 | ) |
| Differences in rates and taxability of foreign subsidiaries and joint ventures | | (6.0 | ) | | (12.1 | ) | | (4.6 | ) | |
| Other, net | | (0.4 | ) | | — |
| | 1.0 |
| | (2.3 | ) | | (0.8 | ) | | (0.2 | ) |
| Effective tax rate | | 25.1 | % | | 23.5 | % | | 27.1 | % | | 24.6 | % | | 27.4 | % | | 28.7 | % |
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. As a result of a restructuring of our foreign operations in 2013, our 2013 effective tax rate is approximately 1 percent less than it would have been without restructuring. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law and reinstated the research tax credit back to 2012. As tax law changes are accounted for in the period of enactment, we recognized a $28 million discrete tax benefit in the first quarter of 2013. We also recognized a discrete tax expense of $17 million in the first quarter which primarily related to the write-off of a deferred tax asset deemed unrecoverable. Also included in 2013 is a third quarter discrete net tax expense of $7 million, primarily related to U.S. federal tax return true-up adjustments and third quarter enactment of U.K tax law changes. Additionally, ourOur effective tax rate for 2013 included a fourth quarter discrete net2016 was 24.6 percent compared to 27.4 percent for 2015. The 2.8 percent decrease in the effective tax benefit of $21 millionrate from 2015 to 2016 is primarily due to favorable changes in the releasejurisdictional mix of U.S. deferred tax liabilities related to prior years unremitted income of certain Indian and Mexican subsidiaries now considered to be permanently reinvested, as well as adjustments to our income tax accounts principally based on our 2012 state tax return filings. Our 2012 income tax provision included a one-time $134 million tax benefit which resulted from tax planning strategies and tax return elections made with respect to our U.K. operations.pre-tax income.
In September 2013, the Internal Revenue Service released final tangible personal property regulations regarding the deduction and capitalization of expenditures related to tangible property. The new rules will become effective for taxable years beginning on or after January 1, 2014. While we are still finalizing our analysis, we do not believe that these regulations will have a material impact on our Consolidated Financial Statements.
Retained earnings of our U.K. domiciled subsidiaries and certain Singapore, German, Indian and Mexican subsidiaries are considered to be permanently reinvested. During 2013, we released $12 million of U.S. deferred tax liabilities related to prior years unremitted income of certain Indian and Mexican subsidiaries considered to be permanently reinvested starting in 2013. In addition, earnings of our China operations generated after December 31, 2011, are considered to be permanently reinvested. U.S. deferred tax is not provided on these permanently reinvested earnings. Our permanently reinvested foreign earnings are expected to be used for items such as capital expenditures and to fund joint ventures outside of the U.S. The total permanently reinvested retained earnings and related cumulative translation adjustment balances for these entities were $3.1$3.4 billion,, $2.3 $3.3 billion and $1.5$3.8 billion for the years ended December 31, 2013, 2012,2016, 2015 and 2011,2014, respectively. These amounts were determined primarily based on book retained earnings balances for these subsidiaries translated at historical rates. The determination of the deferred tax liability related to these retained earnings and cumulative translation adjustment balances, which are considered to be permanently reinvested outside the U.S., is not practicable. We may periodically repatriate a portion of these earnings to the extent we can do so essentially tax-free or at minimal tax cost.
For our remaining subsidiary companies and joint ventures outside the U.S., we provide for the additional taxes that would be due upon the dividend distribution of the income of those foreign subsidiaries and joint ventures assuming the full utilization of foreign tax credits. Deferred tax liabilities on unremitted earnings of foreign subsidiaries and joint ventures, including those in China generated in years prior to 2012, were $201$59 million and $213$69 million at December 31, 20132016 and 2012,2015, respectively. We have $709$616 million of retained earnings and related cumulative translation adjustments in our China operations generated prior to December 31, 2011, for which we have provided a U.S. deferred tax liability of $151 million. We anticipate that these earnings will be distributed to the U.S. within the next five years.$139 million.
Income before income taxes included equity income of foreign joint ventures of $203$225 million,, $192 $213 million and $234$212 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively. This equity income is recorded net of foreign taxes. Additional U.S. income taxes of $13$13 million,, $9 $20 million and $49$14 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively, were provided for the additional U.S. taxes that will ultimately be due upon the distribution of the foreign joint venture equity income.
Carryforward tax benefits and the tax effect of temporary differences between financial and tax reporting that give rise to net deferred tax assets were as follows:
| | | | | December 31, | | December 31, |
| In millions | | 2013 | | 2012 | | 2016 | | 2015 |
| Deferred tax assets | | | | | | | | |
| U.S. federal and state carryforward benefits | | $ | 124 |
| | $ | 115 |
| |
| U.S. state carryforward benefits | | | $ | 159 |
| | $ | 133 |
|
| Foreign carryforward benefits | | 63 |
| | 50 |
| | 154 |
| | 103 |
|
| Employee benefit plans | | 328 |
| | 369 |
| | 401 |
| | 377 |
|
| Warranty and marketing expenses | | 332 |
| | 308 |
| |
| Warranty expenses | | | 405 |
| | 369 |
|
| Accrued expenses | | 70 |
| | 75 |
| | 107 |
| | 76 |
|
| Other | | 51 |
| | 78 |
| | 64 |
| | 78 |
|
| Gross deferred tax assets | | 968 |
| | 995 |
| | 1,290 |
| | 1,136 |
|
| Valuation allowance | | (101 | ) | | (95 | ) | | (307 | ) | | (209 | ) |
| Total deferred tax assets | | 867 |
| | 900 |
| | 983 |
| | 927 |
|
| Deferred tax liabilities | | | | | | | | |
| Property, plant and equipment | | (304 | ) | | (218 | ) | | (319 | ) | | (269 | ) |
| Unremitted income of foreign subsidiaries and joint ventures | | (201 | ) | | (213 | ) | | (59 | ) | | (69 | ) |
| Employee benefit plans | | (158 | ) | | (47 | ) | | (213 | ) | | (212 | ) |
| Other | | (27 | ) | | (26 | ) | | (48 | ) | | (21 | ) |
| Total deferred tax liabilities | | (690 | ) | | (504 | ) | | (639 | ) | | (571 | ) |
| Net deferred tax assets | | $ | 177 |
| | $ | 396 |
| | $ | 344 |
| | $ | 356 |
|
Our 20132016 U.S. federal and state carryforward benefits include $124$159 million of state credit and net operating loss carryforward benefits that begin to expire in 2014.2017. Our foreign carryforward benefits include $63$154 million of net operating loss carryforwards that begin to expire in 2014.2017. 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 increased in 20132016 by a net $6$98 million and increased in 20122015 by a net $24$65 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. Prepaid and other current assets include deferred
Our Consolidated Balance Sheets contain the following tax assetsrelated items:
|
| | | | | | | | |
| | | December 31, |
| In millions | | 2016 | | 2015 |
| Prepaid and other current assets | | | | |
| Refundable income taxes | | $ | 192 |
| | $ | 176 |
|
| Other assets | | | | |
| Deferred tax assets | | 420 |
| | 390 |
|
| Long-term refundable income taxes | | 22 |
| | 18 |
|
| Other liabilities and deferred revenue | | | | |
| Deferred tax liabilities | | 76 |
| | 34 |
|
A reconciliation of unrecognized tax benefits for the years ended December 31, 20132016, 2015 and 2012, respectively. In addition, prepaid and other current assets include refundable income taxes of $152 million and $240 million for the years ended December 31, 2013 and 2012, respectively. Other assets include deferred tax assets of $61 million and $177 million for the years ended December 31, 2013 and 2012, respectively. In addition, other assets include $59 million of long-term refundable income taxes for the year ended December 31, 2013. Other liabilities and deferred revenue included deferred tax liabilities of $116 million and $13 million for the years ended December 31, 2013 and 2012, respectively.
A reconciliation of unrecognized tax benefits2014 was as follows:
|
| | | | |
| In millions | | |
| Balance at December 31, 2010 | | $ | 85 |
|
| Additions based on tax positions related to the current year | | 5 |
|
| Additions based on tax positions related to the prior years | | 44 |
|
| Reductions for tax positions related to prior years | | (3 | ) |
| Reductions for tax positions relating to settlements with taxing authorities | | (39 | ) |
| Reductions for tax positions relating to lapse of statute of limitations | | (6 | ) |
| Balance at December 31, 2011 | | 86 |
|
| Additions based on tax positions related to the current year | | 4 |
|
| Additions based on tax positions related to the prior years | | 57 |
|
| Reductions for tax positions related to prior years | | (2 | ) |
| Balance at December 31, 2012 | | 145 |
|
| Additions based on tax positions related to the current year | | 10 |
|
| Additions based on tax positions related to the prior years | | 21 |
|
| Reductions for tax positions related to prior years | | (6 | ) |
| Reductions for tax positions relating to lapse of statute of limitations | | (1 | ) |
| Balance at December 31, 2013 | | $ | 169 |
|
|
| | | | | | | | | | | | |
| | | December 31, |
| In millions | | 2016 | | 2015 | | 2014 |
| Balance at beginning of year | | $ | 135 |
| | $ | 174 |
| | $ | 169 |
|
| Additions to current year tax positions | | 10 |
| | 8 |
| | 8 |
|
| Additions to prior years tax positions | | 18 |
| | 24 |
| | 5 |
|
| Reductions to prior years tax positions | | — |
| | — |
| | (2 | ) |
| Reductions for tax positions due to settlements with taxing authorities | | (104 | ) | | (71 | ) | | (5 | ) |
| Reductions for tax positions due to lapse of statute of limitations | | — |
| | — |
| | (1 | ) |
| Balance at end of year | | $ | 59 |
| | $ | 135 |
| | $ | 174 |
|
Included in the December 31, 20132016 and 2012,2015, balances are $107$31 million and $87$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 $3$3 million,, $2 $8 million and $7$7 million as of December 31, 2013, 20122016, 2015 and 2011,2014, respectively. We recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. For the years ended December 31, 2013, 20122016, 2015 and 2011,2014, we recognized $1$2 million,, $(3) $5 million and $(15)$4 million in net interest expense, respectively. In 2011, as a result of the settlement of certain tax positions with tax authorities in China, we reduced our liability for unrecognized tax benefits by $39 million and the related net accrued interest of $16 million. The $39 million reduction was fully offset by adjustments to other income tax balance sheet accounts resulting in zero net income statement impact. As the settlement with the tax authorities included no interest or penalties being incurred, we recognized a $16 million income tax benefit in 2011 from the release of the accrued interest previously recorded related to the unrecognized tax benefits that were settled.
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. We do not expect any significant change to our unrecognized tax benefits within the next year.
As a result of our global operations, we file income tax returns in various jurisdictions including U.S. federal, state and foreign jurisdictions. We are routinely subject to examination by taxing authorities throughout the world, including Australia, Belgium, Brazil, Canada, China, France, India, Mexico, the U.K. and the U.S. With few exceptions, our U.S. federal, major state and foreign jurisdictions are no longer subject to income tax assessments for years before 2010. We expect the2012. The U.S. examinations related to tax years 2011-2012 will commenceconcluded during 2014.2016. The U.S. examinations related to tax years 2013-2015 commenced during 2016.
NOTE 5.4. MARKETABLE SECURITIES
A summary of marketable securities, all of which are classified as current, was as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| | 2013 | | 2012 |
| In millions | Cost | | Gross unrealized
gains/(losses) | | Estimated
fair value | | Cost | | Gross unrealized
gains/(losses) | | Estimated
fair value |
| Available-for-sale | | | | | | | | | | | |
Debt mutual funds(1) | $ | 99 |
| | $ | 2 |
| | $ | 101 |
| | $ | 139 |
| | $ | 3 |
| | $ | 142 |
|
| Bank debentures | 2 |
| | — |
| | 2 |
| | 45 |
| | — |
| | 45 |
|
| Certificates of deposit | 22 |
| | — |
| | 22 |
| | 47 |
| | — |
| | 47 |
|
| Government debt securities-non-U.S. | 3 |
| | (1 | ) | | 2 |
| | 3 |
| | — |
| | 3 |
|
| Corporate debt securities | — |
| | — |
| | — |
| | 1 |
| | — |
| | 1 |
|
Equity securities and other(2) | 10 |
| | 13 |
| | 23 |
| | — |
| | 9 |
| | 9 |
|
| Total marketable securities | $ | 136 |
| | $ | 14 |
| | $ | 150 |
| | $ | 235 |
| | $ | 12 |
| | $ | 247 |
|
(1)Contractual maturities are only applicable to debt mutual funds that utilize a Level 2 fair value.
(2)In the first quarter of 2013, we realized a $9 million gain on the sale of equity securities.
The proceeds from sales and maturities of marketable securities and gross realized gains from the sale of AFS securities were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2013 | | 2012 | | 2011 |
| Proceeds from sales and maturities of marketable securities | | $ | 525 |
| | $ | 585 |
| | $ | 750 |
|
Gross realized gains from the sale of available-for-sale securities(1) | | 14 |
| | 3 |
| | 3 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | 2016 | | 2015 |
| 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 | | $ | 132 |
| | $ | — |
| | $ | 132 |
| | $ | 88 |
| | $ | — |
| | $ | 88 |
|
| Bank debentures | | 114 |
| | — |
| | 114 |
| | — |
| | — |
| | — |
|
| Equity mutual funds | | 12 |
| | — |
| | 12 |
| | 11 |
| | (1 | ) | | 10 |
|
| Government debt securities | | 2 |
| | — |
| | 2 |
| | 2 |
| | — |
| | 2 |
|
| Total marketable securities | | $ | 260 |
| | $ | — |
| | $ | 260 |
| | $ | 101 |
| | $ | (1 | ) | | $ | 100 |
|
(1) Gross realized losses from the sale of available-for-saleAll marketable securities were immaterial.
At December 31, 2013, the fair value of AFS investments in debt securities by contractual maturity wasare classified as follows:
|
| | | |
| | Fair value |
| Maturity date | (in millions) |
| 1 year or less | $ | 50 |
|
| 1 - 5 years | 4 |
|
| 5 - 10 years | 1 |
|
| Total | $ | 55 |
|
NOTE 6. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We are able to classify fair value balances based on the observability of those inputs. The fair value hierarchy prioritizes the inputs used to measure fair value giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). At December 31, 2013, we did not have any Level 3 financial assets or liabilities, other than those in our pension plan (see NOTE 12, "PENSION AND OTHER POSTRETIREMENT BENEFITS").
The majority of the assets and liabilities we carry at fair value are AFS securities and derivatives.2 securities. The fair value of AFS securities are derived from Level 1 or Level 2 inputs. The predominance of market inputs aresecurities is estimated using actively quoted prices for similar instruments from brokers and can be validated through external sources,observable inputs where available, including brokers, market transactions and third-party pricing services. The fair value measurement of derivatives are valued primarily usingservices, or net asset values provided to investors. We do not currently have any Level 2 inputs. Many of our derivative contracts are valued utilizing publicly available pricing data of contracts with similar terms. In other cases, the contracts are valued using current spot market data adjusted for the appropriate current forward curves provided by external financial institutions. We participate in commodity swap contracts, commodity zero-cost collar contracts, currency forward contracts3 securities and interest rate swaps. When material, we adjust the values of our derivative contracts for counter-party or our credit risk. Therethere were no transfers into or out of Levelsbetween Level 2 or 3 during 2013.2016 and 2015.
The following table summarizes our financial instruments recorded at fair value in our Consolidated Balance Sheets at December 31, 2013:
|
| | | | | | | | | | | | | | | |
| | Fair Value Measurements Using |
| In millions | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total |
| Available-for-sale debt securities | | | | | | | |
| Debt mutual funds | $ | 72 |
| | $ | 29 |
| | $ | — |
| | $ | 101 |
|
| Bank debentures | — |
| | 2 |
| | — |
| | 2 |
|
| Certificates of deposit | — |
| | 22 |
| | — |
| | 22 |
|
| Government debt securities-non-U.S. | — |
| | 2 |
| | — |
| | 2 |
|
| Available-for-sale equity securities | |
| | |
| | |
| | |
|
| Information technology industry | 23 |
| | — |
| | — |
| | 23 |
|
| Derivative assets | |
| | |
| | |
| | |
|
| Interest rate contracts | — |
| | 49 |
| | — |
| | 49 |
|
| Foreign currency forward contracts | — |
| | 11 |
| | — |
| | 11 |
|
| Total assets | $ | 95 |
| | $ | 115 |
| | $ | — |
|
| $ | 210 |
|
| Derivative liabilities | |
| | |
| | |
| | |
|
| Commodity swap contracts | — |
| | 5 |
| | — |
| | 5 |
|
| Foreign currency forward contracts | — |
| | 5 |
| | — |
| | 5 |
|
| Total liabilities | $ | — |
| | $ | 10 |
| | $ | — |
| | $ | 10 |
|
The substantial majority of our assets were valued utilizing a market approach. A description of the valuation techniques and inputs used for our levelLevel 2 fair value measures was as follows:
Debt mutual funds— Assets in Level 2 consist of exchange traded mutual funds that lack sufficient trading volume to be classified at Level 1. The fair value measure for 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 fixedcontractual rate of return and generally range in maturity from sixthree months to threefive years. The counter-partiescounterparties to these investments are reputable financial institutions with investment grade credit ratings. Since these instruments are not tradable and must be settled directly by us with the respective financial institution, our fair value measure is the financial institutions’ month-end statement.
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-non-U.S. and Corporate debt securities— The fair value measure for these securities areis 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.
Foreign currency forward contracts— The fair value measure for these contracts are determined based on forward foreign exchange rates receivedproceeds from third-party pricing services. These rates are based upon market transactionssales and are periodically corroborated by comparing to third-party broker quotes.
Commodity swap contracts— The fair value measure for these contracts are current spot market data adjusted for the appropriate current forward curves provided by external financial institutions. The current spot price is the most significant component of this valuationmarketable securities and is based upon market transactions. We use third-party pricing services for the spot price component of this valuation which is periodically corroborated by market data from broker quotes.
Commodity zero cost collar contracts— We utilize the month-end statementgross realized gains from the issuing financial institution as our fair value measure for this investment. We corroborate this valuation through the usesale of a third-party pricing service for similar assets and liabilities.
Interest rate contracts— We currently have only one interest rate contract. We utilize the month-end statement from the issuing financial institution as our fair value measure for this investment. We corroborate this valuation through the use of a third-party pricing service for similar assets and liabilities.
The following tables summarize our financial instruments recorded at fair value in our Consolidated Balance Sheets at December 31, 2012:
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements Using |
| In millions | | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total |
| Available-for-sale debt securities | | | | | | | | |
| Debt mutual funds | | $ | 100 |
| | $ | 42 |
| | $ | — |
| | $ | 142 |
|
| Bank debentures | | — |
| | 45 |
| | — |
| | 45 |
|
| Certificates of deposit | | — |
| | 47 |
| | — |
| | 47 |
|
| Government debt securities-non-U.S. | | — |
| | 3 |
| | — |
| | 3 |
|
| Corporate debt securities | | — |
| | 1 |
| | — |
| | 1 |
|
| Available-for-sale equity securities | | | | | | | | |
| Financial services industry | | 9 |
| | — |
| | — |
| | 9 |
|
| Derivative assets | | | | | | | | |
| Interest rate contracts | | — |
| | 88 |
| | — |
| | 88 |
|
| Foreign currency forward contracts | | — |
| | 3 |
| | — |
| | 3 |
|
| Commodity swap contracts | | — |
| | 1 |
| | — |
| | 1 |
|
| Commodity zero cost collar contracts | | — |
| | 1 |
| | — |
| | 1 |
|
| Total assets | | $ | 109 |
| | $ | 231 |
| | $ | — |
| | $ | 340 |
|
| Derivative liabilities | | | | | | | | |
| Commodity swap contracts | | — |
| | 2 |
| | — |
| | 2 |
|
| Commodity zero cost collar contracts | | — |
| | 1 |
| | — |
| | 1 |
|
| Total liabilities | | $ | — |
| | $ | 3 |
| | $ | — |
| | $ | 3 |
|
Fair Value of Other Financial Instruments
Based on borrowing rates currently available to us for bank loans with similar terms and average maturities, considering our risk premium, the fair value and carrying value of total debt, including current maturities, wasAFS securities were as follows:
|
| | | | | | | |
| | December 31, |
| In millions | 2013 | | 2012 |
| Fair value of total debt | $ | 1,877 |
| | $ | 926 |
|
| Carrying value of total debt | 1,740 |
| | 775 |
|
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2016 | | 2015 | | 2014 |
| Proceeds from sales and maturities of marketable securities | | $ | 306 |
| | $ | 270 |
| | $ | 336 |
|
Gross realized gains from the sale of available-for-sale securities(1) | | — |
| | 1 |
| | 14 |
|
(1) Gross realized losses from the sale of available-for-sale securities were immaterial.
The carrying valuesAt December 31, 2016, the fair value of all other receivables and liabilities approximated fair values (derived fromAFS investments in debt securities that utilize a Level 2 inputs).fair value measure is shown by contractual maturity below:
|
| | | | |
| Maturity date | | (in millions) |
| 1 year or less | | $ | 247 |
|
| 5 - 10 years | | 1 |
|
| Total | | $ | 248 |
|
NOTE 7.5. INVENTORIES
Inventories are stated at the lower of cost or market. Inventories included the following:
| | | | December 31, | December 31, |
| In millions | 2013 | | 2012 | 2016 | | 2015 |
| Finished products | $ | 1,487 |
| | $ | 1,393 |
| $ | 1,779 |
| | $ | 1,796 |
|
| Work-in-process and raw materials | 1,005 |
| | 939 |
| 1,005 |
| | 1,022 |
|
| Inventories at FIFO cost | 2,492 |
| | 2,332 |
| 2,784 |
| | 2,818 |
|
| Excess of FIFO over LIFO | (111 | ) | | (111 | ) | (109 | ) | | (111 | ) |
| Total inventories | $ | 2,381 |
| | $ | 2,221 |
| $ | 2,675 |
| | $ | 2,707 |
|
NOTE 8.6. PROPERTY, PLANT AND EQUIPMENT
Details of our property, plant and equipment balance were as follows:
| | | | December 31, | December 31, |
| In millions | 2013 | | 2012 | 2016 | | 2015 |
| Land and buildings | $ | 1,427 |
| | $ | 1,228 |
| $ | 2,075 |
| | $ | 1,978 |
|
| Machinery, equipment and fixtures | 4,174 |
| | 3,910 |
| 4,898 |
| | 4,739 |
|
Construction in process (1) | 809 |
| | 738 |
| 662 |
| | 605 |
|
| Property, plant and equipment, gross | 6,410 |
| | 5,876 |
| 7,635 |
| | 7,322 |
|
| Less: Accumulated depreciation | (3,254 | ) | | (3,152 | ) | (3,835 | ) | | (3,577 | ) |
| Property, plant and equipment, net | $ | 3,156 |
| | $ | 2,724 |
| $ | 3,800 |
| | $ | 3,745 |
|
| |
(1)
| Construction in process included $188 million in 2013 and $175 million in 2012 related to our future light-duty diesel engine platform.
|
NOTE 9.7. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill for 2013the years ended December 31, 2016 and 2012:2015:
| | | In millions | Components | | Distribution | | Power Generation | | Engine | | Total | Components | | Distribution | | Power Systems | | Engine | | Total |
| Balance at December 31, 2011 | $ | 311 |
| | $ | 10 |
| | $ | 12 |
| | $ | 6 |
| | $ | 339 |
| |
| Balance at December 31, 2014 | | $ | 400 |
| | $ | 62 |
| | $ | 11 |
| | $ | 6 |
| | $ | 479 |
|
| Acquisitions | 91 |
| | 9 |
| | — |
| | — |
| | 100 |
| — |
| | 12 |
| | — |
| | — |
| | 12 |
|
| Translation and other | 6 |
| | — |
| | — |
| | — |
| | 6 |
| (9 | ) | | 1 |
| | (1 | ) | | — |
| | (9 | ) |
| Balance at December 31, 2012 | 408 |
| | 19 |
| | 12 |
| | 6 |
| | 445 |
| |
| Balance at December 31, 2015 | | 391 |
| | 75 |
| | 10 |
| | 6 |
| | 482 |
|
| Acquisitions | — |
| | 13 |
| | — |
| | — |
| | 13 |
| — |
| | 4 |
| | — |
| | — |
| | 4 |
|
| Translation and other | 3 |
| | (1 | ) | | 1 |
| | — |
| | 3 |
| (5 | ) | | — |
| | (1 | ) | | — |
| | (6 | ) |
| Balance at December 31, 2013 | $ | 411 |
| | $ | 31 |
| | $ | 13 |
| | $ | 6 |
| | $ | 461 |
| |
| Balance at December 31, 2016 | | $ | 386 |
| | $ | 79 |
| | $ | 9 |
| | $ | 6 |
| | $ | 480 |
|
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, | December 31, |
| In millions | 2013 | | 2012 | 2016 | | 2015 |
| Software | $ | 494 |
| | $ | 495 |
| $ | 617 |
| | $ | 536 |
|
| Less: Accumulated amortization | (218 | ) | | (218 | ) | (330 | ) | | (269 | ) |
| Net software | 276 |
| | 277 |
| |
| Software, net | | 287 |
| | 267 |
|
| Trademarks, patents and other | 135 |
| | 140 |
| 164 |
| | 165 |
|
| Less: Accumulated amortization | (54 | ) | | (48 | ) | (119 | ) | | (104 | ) |
| Net trademarks, patents and other | 81 |
| | 92 |
| |
| Total | $ | 357 |
| | $ | 369 |
| |
| Trademarks, patents and other, net | | 45 |
| | 61 |
|
| Total other intangible assets, net | | $ | 332 |
| | $ | 328 |
|
Amortization expense for software and other intangibles totaled $86$92 million, $64$90 million and $57$99 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively. Internal and external software costs (excluding those related to research, re-engineering and training), trademarks and patents are amortized generally over a 3 to 12 year period. The projected amortization expense of our intangible assets, assuming no further acquisitions or dispositions, is as follows:
|
| | | | | | | | | | | | | | | | | | | |
| In millions | 2017 | | 2018 | | 2019 | | 2020 | | 2021 |
| Projected amortization expense | $ | 83 |
| | $ | 66 |
| | $ | 56 |
| | $ | 43 |
| | $ | 28 |
|
NOTE 8. PENSION AND OTHER POSTRETIREMENT BENEFITS
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 | | 2016 | | 2015 | | 2016 | | 2015 |
| Change in benefit obligation | | | | | | | | |
| Benefit obligation at the beginning of the year | | $ | 2,533 |
| | $ | 2,579 |
| | $ | 1,390 |
| | $ | 1,522 |
|
| Service cost | | 90 |
| | 80 |
| | 21 |
| | 27 |
|
| Interest cost | | 109 |
| | 102 |
| | 50 |
| | 56 |
|
| Actuarial loss (gain) | | 111 |
| | (76 | ) | | 316 |
| | (88 | ) |
| Benefits paid from fund | | (175 | ) | | (139 | ) | | (55 | ) | | (53 | ) |
| Benefits paid directly by employer | | (16 | ) | | (13 | ) | | — |
| | — |
|
| Plan amendments | | 9 |
| | — |
| | — |
| | — |
|
| Exchange rate changes | | — |
| | — |
| | (271 | ) | | (74 | ) |
| Benefit obligation at end of year | | $ | 2,661 |
| | $ | 2,533 |
| | $ | 1,451 |
| | $ | 1,390 |
|
| Change in plan assets | | | | | | | | |
| Fair value of plan assets at beginning of year | | $ | 2,636 |
| | $ | 2,713 |
| | $ | 1,712 |
| | $ | 1,724 |
|
| Actual return on plan assets | | 200 |
| | (8 | ) | | 402 |
| | 20 |
|
| Employer contributions | | 90 |
| | 70 |
| | 28 |
| | 107 |
|
| Benefits paid | | (175 | ) | | (139 | ) | | (55 | ) | | (53 | ) |
| Exchange rate changes | | — |
| | — |
| | (334 | ) | | (86 | ) |
| Fair value of plan assets at end of year | | $ | 2,751 |
| | $ | 2,636 |
| | $ | 1,753 |
| | $ | 1,712 |
|
| Funded status (including underfunded and nonfunded plans) at end of year | | $ | 90 |
| | $ | 103 |
| | $ | 302 |
| | $ | 322 |
|
| Amounts recognized in consolidated balance sheets | | | | | | | | |
| Pension assets - long-term | | $ | 429 |
| | $ | 413 |
| | $ | 302 |
| | $ | 322 |
|
| Accrued compensation, benefits and retirement costs - current liabilities | | (13 | ) | | (12 | ) | | — |
| | — |
|
| Pensions - long-term liabilities | | (326 | ) | | (298 | ) | | — |
| | — |
|
| Net amount recognized | | $ | 90 |
| | $ | 103 |
| | $ | 302 |
| | $ | 322 |
|
| Amounts recognized in accumulated other comprehensive loss | | | | | | | | |
| Net actuarial loss | | $ | 770 |
| | $ | 689 |
| | $ | 172 |
| | $ | 228 |
|
| Prior service cost (credit) | | 9 |
| | (1 | ) | | — |
| | — |
|
| Net amount recognized | | $ | 779 |
| | $ | 688 |
| | $ | 172 |
| | $ | 228 |
|
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 at December 31, 2016 and 2015, respectively. These plans are reflected in "Other liabilities and deferred revenue" on our Consolidated Balance Sheets. In 2016, we made $54 million of contributions to these plans including a contribution of $44 million to our German plans.
The following table presents information regarding total accumulated benefit obligation, PBO's and underfunded pension plans that are included in the preceding table:
|
| | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| In millions | | 2016 | | 2015 | | 2016 | | 2015 |
| Total accumulated benefit obligation | | $ | 2,625 |
| | $ | 2,499 |
| | $ | 1,366 |
| | $ | 1,311 |
|
| Plans with accumulated benefit obligation in excess of plan assets | | | | | | | | |
| Accumulated benefit obligation | | 304 |
| | 276 |
| | — |
| | — |
|
| Plans with projected benefit obligation in excess of plan assets | | | | | | | | |
| Projected benefit obligation | | 339 |
| | 311 |
| | — |
| | — |
|
Components of Net Periodic Pension Cost
The following table presents the net periodic pension cost under our plans for the years ended December 31:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| In millions | | 2016 | | 2015 | | 2014 | | 2016 | | 2015 | | 2014 |
| Service cost | | $ | 90 |
| | $ | 80 |
| | $ | 66 |
| | $ | 21 |
| | $ | 27 |
| | $ | 24 |
|
| Interest cost | | 109 |
| | 102 |
| | 105 |
| | 50 |
| | 56 |
| | 63 |
|
| Expected return on plan assets | | (201 | ) | | (189 | ) | | (173 | ) | | (71 | ) | | (91 | ) | | (84 | ) |
| Amortization of prior service credit | | — |
| | (1 | ) | | (1 | ) | | — |
| | — |
| | — |
|
| Recognized net actuarial loss | | 29 |
| | 45 |
| | 31 |
| | 15 |
| | 34 |
| | 26 |
|
| Net periodic pension cost | | $ | 27 |
| | $ | 37 |
| | $ | 28 |
| | $ | 15 |
| | $ | 26 |
| | $ | 29 |
|
Other changes in benefit obligations and plan assets recognized in other comprehensive income for the years ended December 31 were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2016 | | 2015 | | 2014 |
| Amortization of prior service credit | | $ | — |
| | $ | 1 |
| | $ | 1 |
|
| Recognized net actuarial loss | | (44 | ) | | (79 | ) | | (57 | ) |
| Incurred actuarial loss | | 107 |
| | 105 |
| | 133 |
|
| Foreign exchange translation adjustments | | (28 | ) | | (7 | ) | | (18 | ) |
| Total recognized in other comprehensive income | | $ | 35 |
| | $ | 20 |
| | $ | 59 |
|
| | | | | | | |
| Total recognized in net periodic pension cost and other comprehensive income | | $ | 77 |
| | $ | 83 |
| | $ | 116 |
|
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 $77 million.
Assumptions
The table below presents various assumptions used in determining the PBO for each year and reflects weighted-average percentages for the various plans as follows:
|
| | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| | | 2016 | | 2015 | | 2016 | | 2015 |
| Discount rate | | 4.12 | % | | 4.47 | % | | 2.70 | % | | 3.95 | % |
| Compensation increase rate | | 4.87 | % | | 4.88 | % | | 3.75 | % | | 3.75 | % |
The table below presents various assumptions used in determining the net periodic pension cost and reflects weighted-average percentages for the various plans as follows:
|
| | | | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| | | 2016 | | 2015 | | 2014 | | 2016 | | 2015 | | 2014 |
| Discount rate | | 4.47 | % | | 4.07 | % | | 4.83 | % | | 3.95 | % | | 3.80 | % | | 4.60 | % |
| Expected return on plan assets | | 7.50 | % | | 7.50 | % | | 7.50 | % | | 4.70 | % | | 5.80 | % | | 5.80 | % |
| Compensation increase rate | | 4.87 | % | | 4.88 | % | | 4.91 | % | | 3.75 | % | | 4.25 | % | | 4.50 | % |
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 its 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 7.5 percent in 2016. 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 7.25 percent in 2017.
The primary investment objective is to exceed, on a net-of-fee basis, the rate of return of a policy portfolio comprised of the following:
|
| | | | | |
| Asset Class | | Target | | Range |
| U.S. equities | | 13.0 | % | | +/-5.0% |
| Non-U.S. equities | | 5.0 | % | | +/-3.0% |
| Global equities | | 6.0 | % | | +/-3.0% |
| Total equities | | 24.0 | % | | |
| Real estate | | 7.5 | % | | +2.5/-7.5% |
| Private equity/venture capital | | 7.5 | % | | +2.5/-7.5% |
| Opportunistic credit | | 4.0 | % | | +6.0/-4.0% |
| Fixed income | | 57.0 | % | | +/-5.0% |
| Total | | 100.0 | % | | |
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 57 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 4.7 percent in 2016. 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 and real estate and liability matching assets such as bonds with a long-term outlook. 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:
|
| | | |
| Asset Class | | Target |
| Global equities | | 23.0 | % |
| Real estate | | 5.0 | % |
| Re-insurance | | 8.0 | % |
| Corporate credit instruments | | 7.5 | % |
| Fixed income | | 56.5 | % |
| Total | | 100.0 | % |
As part of our strategy in the U.K. we have not prohibited the use of any financial instrument, including derivatives. Based on the above discussion, we have elected an assumption of 4.5 percent in 2017.
Fair Value of U.S. Plan Assets
The fair values of U.S. pension plan assets by asset category were as follows:
|
| | | | | | | | | | | | | | | | |
| | | 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. | | $ | 145 |
| | $ | — |
| | $ | — |
| | $ | 145 |
|
| Non-U.S. | | 125 |
| | — |
| | — |
| | 125 |
|
| Fixed income | | | | | | | |
|
| Government debt | | — |
| | 570 |
| | — |
| | 570 |
|
| Corporate debt | | | | | | | |
|
| U.S. | | — |
| | 497 |
| | — |
| | 497 |
|
| Non-U.S. | | — |
| | 84 |
| | — |
| | 84 |
|
| Asset/mortgaged backed securities | | — |
| | 58 |
| | — |
| | 58 |
|
Net cash equivalents(1) | | 18 |
| | 20 |
| | — |
| | 38 |
|
Derivative instruments(2) | | — |
| | 9 |
| | — |
| | 9 |
|
Private equity and real estate(3) | | — |
| | — |
| | 212 |
| | 212 |
|
| Net plan assets subject to leveling | | $ | 288 |
| | $ | 1,238 |
| | $ | 212 |
| | $ | 1,738 |
|
| Pending trade/purchases/sales | | |
| | |
| | |
| | (83 | ) |
Accruals(4) | | |
| | |
| | |
| | 12 |
|
| Investments measured at net asset value | | | | | | | | 1,084 |
|
| Net plan assets | | |
| | |
| | |
| | $ | 2,751 |
|
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at December 31, 2015 |
| 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. | | $ | 96 |
| | $ | — |
| | $ | — |
| | $ | 96 |
|
| Non-U.S. | | 130 |
| | — |
| | — |
| | 130 |
|
| Fixed income | | | | | | | |
|
|
| Government debt | | — |
| | 533 |
| | — |
| | 533 |
|
| Corporate debt | | | | | | | |
|
|
| U.S. | | — |
| | 406 |
| | — |
| | 406 |
|
| Non-U.S. | | — |
| | 80 |
| | — |
| | 80 |
|
| Asset/mortgaged backed securities | | — |
| | 56 |
| | — |
| | 56 |
|
Net cash equivalents (1) | | 42 |
| | 10 |
| | — |
| | 52 |
|
Derivative instruments (2) | | — |
| | 3 |
| | — |
| | 3 |
|
Private equity and real estate (3) | | — |
| | — |
| | 203 |
| | 203 |
|
| Net plan assets subject to leveling | | $ | 268 |
| | $ | 1,088 |
| | $ | 203 |
| | $ | 1,559 |
|
| Pending trade/purchases/sales | | |
| | |
| | |
| | (27 | ) |
Accruals (4) | | |
| | |
| | |
| | 10 |
|
| Investments measured at net asset value | | | | | | | | 1,094 |
|
| Net plan assets | | |
| | |
| | |
| | $ | 2,636 |
|
| |
(1) | Cash equivalents include commercial paper, short-term government/agency, mortgage and credit instruments. |
| |
(2) | Derivative instruments include interest rate swaps and credit default swaps. |
| |
(3) | The instruments in private equity, real estate and insurance funds, for which quoted market prices are not available, are valued at their estimated fair value as determined by applicable investment managers or by audited financial statement of the funds. |
| |
(4) | Accruals include interest or dividends that were not settled at December 31. |
Certain of our assets are valued based on their respective net asset value (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. Equities ($511 million and $335 million at December 31, 2016 and 2015, respectively)- These commingled funds have observable NAVs provided to investors and provide for liquidity either immediately or within a couple of days.
Government Debt ($178 million and $287 million at December 31, 2016 and 2015, respectively) - These commingled funds have observable NAVs provided to investors and provide for liquidity either immediately or within a couple of days.
U.S. and Non-U.S. Corporate Debt ($265 million and $346 million at December 31, 2016 and 2015, respectively) - These commingled funds have observable NAVs provided to investors and provide for liquidity either immediately or within a couple of days.
Real Estate ($129 million and $119 million at December 31, 2016 and 2015, respectively) - This asset type represents different types of real estate including development property, industrial property, individual mortgages, office property, property investment companies, and retail property. These funds are valued using NAVs and allow quarterly or more frequent redemptions.
Asset/Mortgage Backed Securities ($1 million and $7 million at December 31, 2016 and 2015, respectively) - This asset type represents investments in fixed- and floating-rate loans. These funds are valued using NAVs and allow quarterly or more frequent redemptions.
The reconciliation of Level 3 assets was as follows:
| | | | For the years ended | | Fair Value Measurements
Using Significant Unobservable Inputs (Level 3) |
| In millions | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | Private Equity | | Real Estate | | Total |
| Projected amortization expense | $ | 74 |
| | $ | 78 |
| | $ | 72 |
| | $ | 51 |
| | $ | 27 |
| |
| Balance at December 31, 2014 | | | $ | 148 |
| | $ | 54 |
| | $ | 202 |
|
| Actual return on plan assets | | | | | | | |
| Unrealized gains on assets still held at the reporting date | | | 17 |
| | 8 |
| | 25 |
|
| Purchases, sales and settlements, net | | | (22 | ) | | (2 | ) | | (24 | ) |
| Balance at December 31, 2015 | | | 143 |
| | 60 |
| | 203 |
|
| Actual return on plan assets | | | | | | | |
| Unrealized gains on assets still held at the reporting date | | | 6 |
| | 6 |
| | 12 |
|
| Purchases, sales and settlements, net | | | (1 | ) | | (2 | ) | | (3 | ) |
| Balance at December 31, 2016 | | | $ | 148 |
| | $ | 64 |
| | $ | 212 |
|
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, 2016 and 2015 at a value of $439 million and $445 million, respectively.
The fair values of U.K. pension plan assets by asset category were as follows:
|
| | | | | | | | | | | | | | | | |
| | | 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. | | $ | — |
| | $ | 174 |
| | $ | — |
| | $ | 174 |
|
| Non-U.S. | | — |
| | 193 |
| | — |
| | 193 |
|
| Fixed income | | | | | | | | |
Net cash equivalents (1) | | 24 |
| | — |
| | — |
| | 24 |
|
Private equity, real estate and insurance (2) | | — |
| | — |
| | 613 |
| | 613 |
|
| Net plan assets subject to leveling | | $ | 24 |
| | $ | 367 |
| | $ | 613 |
| | $ | 1,004 |
|
| Investments measured at net asset value | | | | | | | | 749 |
|
| Net plan assets | | |
| | |
| | |
| | $ | 1,753 |
|
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at December 31, 2015 |
| 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. | | $ | — |
| | $ | 250 |
| | $ | — |
| | $ | 250 |
|
| Non-U.S. | | — |
| | 269 |
| | — |
| | 269 |
|
| Fixed income | | | | | | | |
|
| Corporate debt non-U.S. | | — |
| | 45 |
| | — |
| | 45 |
|
Net cash equivalents (1) | | 33 |
| | — |
| | — |
| | 33 |
|
Private equity, real estate and insurance (2) | | — |
| | — |
| | 601 |
| | 601 |
|
| Net plan assets subject to leveling | | $ | 33 |
| | $ | 564 |
| | $ | 601 |
| | $ | 1,198 |
|
| Investments measured at net asset value | | | | | | | | 514 |
|
| Net plan assets | | |
| | |
| | |
| | $ | 1,712 |
|
| |
(1) | Cash equivalents include commercial paper, short-term government/agency, mortgage and credit instruments. |
| |
(2) | The instruments in private equity, real estate and insurance funds, for which quoted market prices are not available, are valued at their estimated fair value as determined by applicable investment managers or by audited financial statement of the funds. |
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 ($655 million and $458 million at December 31, 2016 and 2015, respectively) - These commingled funds have observable NAVs provided to investors and provide for liquidity either immediately or within a couple of days.
Re-insurance ($56 million and $56 million at December 31, 2016 and 2015, respectively) - This commingled fund has a NAVs that is determined on a monthly basis and the investment may be sold at that value.
Managed Futures Funds ($38 million and $0 million at December 31, 2016 and 2015, respectively) - These commingled funds invest in commodities, fixed income and equity securities. They have observable NAVs provided to investors and provide for liquidity either immediately or within a couple of days.
The reconciliation of Level 3 assets was as follows:
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements
Using Significant Unobservable Inputs (Level 3) |
| In millions | | Insurance | | Real Estate | | Private Equity | | Total |
| Balance at December 31, 2014 | | $ | 462 |
| | $ | 61 |
| | $ | 81 |
| | $ | 604 |
|
| Actual return on plan assets | | | | | | | | |
| Unrealized gains on assets still held at the reporting date | | 6 |
| | 7 |
| | 10 |
| | 23 |
|
| Purchases, sales and settlements, net | | (23 | ) | | (11 | ) | | 8 |
| | (26 | ) |
| Balance at December 31, 2015 | | 445 |
| | 57 |
| | 99 |
| | 601 |
|
| Actual return on plan assets | | | | | | | | |
| Unrealized (losses) gains on assets still held at the reporting date | | (6 | ) | | (7 | ) | | 15 |
| | 2 |
|
| Purchases, sales and settlements, net | | — |
| | 7 |
| | 3 |
| | 10 |
|
| Balance at December 31, 2016 | | $ | 439 |
| | $ | 57 |
| | $ | 117 |
| | $ | 613 |
|
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.
Estimated Future Contributions and Benefit Payments
We plan to contribute approximately $134 million to our defined benefit pension plans in 2017. The table below presents expected future benefit payments under our pension plans:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| In millions | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 - 2026 |
| Expected benefit payments | | $ | 241 |
| | $ | 237 |
| | $ | 243 |
| | $ | 249 |
| | $ | 254 |
| | $ | 1,322 |
|
Other Pension Plans
We also sponsor defined contribution plans for certain hourly and salaried employees. Our contributions to these plans were $68 million, $74 million and $73 million for the years ended December 31, 2016, 2015 and 2014.
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:
|
| | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2016 | | 2015 |
| Change in benefit obligation | | | | |
| Benefit obligation at the beginning of the year | | $ | 385 |
| | $ | 408 |
|
| Interest cost | | 16 |
| | 15 |
|
| Plan participants' contributions | | 14 |
| | 10 |
|
| Actuarial loss | | 9 |
| | 5 |
|
| Benefits paid directly by employer | | (60 | ) | | (53 | ) |
| Benefit obligation at end of year | | $ | 364 |
| | $ | 385 |
|
| | | | | |
| Funded status at end of year | | $ | (364 | ) | | $ | (385 | ) |
| | | | | |
| Amounts recognized in consolidated balance sheets | | | | |
| Accrued compensation, benefits and retirement costs - current liabilities | | $ | (35 | ) | | $ | (36 | ) |
| Postretirement benefits other than pensions-long-term liabilities | | (329 | ) | | (349 | ) |
| Net amount recognized | | $ | (364 | ) | | $ | (385 | ) |
| | | | | |
| Amounts recognized in accumulated other comprehensive loss: | | | | |
| Net actuarial loss | | $ | 69 |
| | $ | 66 |
|
| Prior service credit | | (5 | ) | | (5 | ) |
| Net amount recognized | | $ | 64 |
| | $ | 61 |
|
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 5 percent and 3 percent of our postretirement obligations at December 31, 2016 and 2015, respectively. These plans are reflected in "Other liabilities and deferred revenue" in our Consolidated Balance Sheets.
Components of Net Periodic Other Postretirement Benefits Cost
The following table presents the net periodic other postretirement benefits cost under our plans:
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2016 | | 2015 | | 2014 |
| Interest cost | | $ | 16 |
| | $ | 15 |
| | $ | 17 |
|
| Recognized net actuarial loss | | 5 |
| | 5 |
| | — |
|
| Net periodic other postretirement benefit cost | | $ | 21 |
| | $ | 20 |
| | $ | 17 |
|
Other changes in benefit obligations recognized in other comprehensive income for the years ended December 31 were as follows:
|
| | | | | | | | | | | | |
| | | Years ended December 31, |
| In millions | | 2016 | | 2015 | | 2014 |
| Recognized net actuarial loss | | $ | (6 | ) | | $ | (5 | ) | | $ | — |
|
| Incurred actuarial loss | | 9 |
| | 6 |
| | 38 |
|
| Total recognized in other comprehensive income | | $ | 3 |
| | $ | 1 |
| | $ | 38 |
|
| | | | | | | |
| Total recognized in net periodic other postretirement benefit cost and other comprehensive income | | $ | 24 |
| | $ | 21 |
| | $ | 55 |
|
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 $7 million.
Assumptions
The table below presents assumptions used in determining the other postretirement benefit obligation for each year and reflects weighted-average percentages for our other postretirement plans as follows:
|
| | | | | | |
| | | 2016 | | 2015 |
| Discount rate | | 4.00 | % | | 4.35 | % |
The table below presents assumptions used in determining the net periodic other postretirement benefits cost and reflects weighted-average percentages for the various plans as follows:
|
| | | | | | | | | |
| | | 2016 | | 2015 | | 2014 |
| Discount rate | | 4.35 | % | | 3.90 | % | | 4.55 | % |
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, a 7.63 percent annual rate of increase in the per capita cost of covered health care benefits was assumed in 2016. The rate is assumed to decrease on a linear basis to 5.00 percent through 2024 and remain at that level thereafter. An increase in the health care cost trends of 1 percent would increase our APBO by $19 million at December 31, 2016 and the net periodic other postretirement benefit cost for 2017 by $1 million. A decrease in the health care cost trends of 1 percent would decrease our APBO by $16 million at December 31, 2016 and the net periodic other postretirement benefit cost for 2017 by $1 million.
Estimated Benefit Payments
The table below presents expected benefit payments under our other postretirement benefit plans:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 - 2026 |
| Expected benefit payments | | $ | 35 |
| | $ | 33 |
| | $ | 32 |
| | $ | 30 |
| | $ | 29 |
| | $ | 126 |
|
NOTE 10.9. DEBT
Loans Payable and Commercial Paper
Loans payable at December 31, 20132016 and 20122015 were $17$41 million and $16$24 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 2013, 2012 and 2011, was as follows:
|
| | | | | |
| | December 31, |
| | 2013 | | 2012 | | 2011 |
| Weighted average interest rate | 2.59 | | 3.21 | | 4.19 |
|
| | | | | | | | | |
| | | 2016 | | 2015 | | 2014 |
| Weighted average interest rate | | 4.20 | % | | 3.65 | % | | 3.70 | % |
In February 2016, the Board of Directors authorized the issuance of up to $1.75 billion of unsecured short-term promissory notes ("commercial paper") pursuant to a commercial paper program. The program will facilitate the private placement of unsecured short-term debt through third party brokers. We intend to use the net proceeds from the commercial paper program for general corporate purposes. We had $212 million in outstanding borrowings under our commercial paper program at December 31, 2016, with a weighted-average interest rate of 0.79 percent.
Interest
For the years ended December 31, 2013, 20122016, 2015 and 2011,2014, total interest incurred was $48$75 million, $39$68 million and $48$71 million, respectively, and interest capitalized was $6 million, $3 million and $7 million, $7 million and $4 million, respectively.
Revolving Credit Facility
On November 9, 2012,13, 2015, we entered into a five-yearan amended and restated five-year revolving credit agreement with a syndicate of lenders. The credit agreement provides us with a $1.75$1.75 billion senior unsecured revolving credit facility, the proceeds of which are to be used for working capital or other general corporate purposes.
The credit facility matures on November 9, 2017. Amounts payable under our revolving credit facility will rank pro rata with all of our unsecured, unsubordinated indebtedness. Up to $200$300 million under our credit facility is available for swingline loans denominated in U.S. dollars.loans. Advances under the facility bear interest at (i) a base rate or (ii) a rate equal to the LIBOR Raterate 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 0.8750.75 percent per annum as ofat December 31, 2013.2016. Advances under the facility may be prepaid without premium or penalty, subject to customary breakage costs.
The credit agreement includes various covenants, including, among others, maintaining a leverage ratio of no more than 3.253.5 to 1.0. As ofAt December 31, 2013,2016, we were in compliance with the covenants.
There were no outstanding borrowings under this facility at December 31, 2013. A reconciliation of the maximum capacity of2016. The revolving credit facility is maintained primarily to provide backup liquidity for our revolver to the amount available under the facility was as follows:
|
| | | |
| In millions | Revolving
Credit Capacity
at December 31, 2013 |
| Maximum credit capacity of the revolving credit facility | $ | 1,750 |
|
| Less: Letters of credit against revolving credit facility | 23 |
|
| Amount available for borrowing under the revolving credit facility | $ | 1,727 |
|
As ofcommercial paper borrowings and general corporate purposes. At December 31, 2013,2016, we had $212 million of commercial paper outstanding, which effectively reduced the $1.75 billion available capacity under our revolving credit facility to $1.54 billion.
At December 31, 2016, we also had $310$128 million available for borrowings under our international and other domestic credit facilities. Commitments against the other domestic and international short-term facilities, were $17 million asnet of December 31, 2013 and $16 million at the endoutstanding letters of 2012.credit of $27 million.
Long-term Debt
| | | | December 31, | December 31, |
| In millions | 2013 | | 2012 | 2016 | | 2015 |
| Long-term debt | | | | | | |
| Export financing loan, 4.5%, due 2013 | $ | — |
| | $ | 23 |
| |
| Senior notes, 3.65%, due 2023 | 500 |
| | — |
| $ | 500 |
| | $ | 500 |
|
| Debentures, 6.75%, due 2027 | 58 |
| | 58 |
| 58 |
| | 58 |
|
| Debentures, 7.125%, due 2028 | 250 |
| | 250 |
| 250 |
| | 250 |
|
| Senior notes, 4.875%, due 2043 | 500 |
| | — |
| 500 |
| | 500 |
|
| Debentures, 5.65%, due 2098 (effective interest rate 7.48%) | 165 |
| | 165 |
| 165 |
| | 165 |
|
| Credit facilities related to consolidated joint ventures | 92 |
| | 88 |
| |
| Other | 65 |
| | 69 |
| |
| | 1,630 |
| | 653 |
| |
| Other debt | | 51 |
| | 55 |
|
| Unamortized discount | (48 | ) | | (35 | ) | (56 | ) | | (57 | ) |
| Fair value adjustments due to hedge on indebtedness | 49 |
| | 88 |
| 47 |
| | 63 |
|
| Capital leases | 92 |
| | 53 |
| 88 |
| | 81 |
|
| Total long-term debt | 1,723 |
| | 759 |
| 1,603 |
| | 1,615 |
|
| Less: Current maturities of long-term debt | (51 | ) | | (61 | ) | 35 |
| | 39 |
|
| Long-term debt | $ | 1,672 |
| | $ | 698 |
| $ | 1,568 |
| | $ | 1,576 |
|
Principal payments required on long-term debt during the next five years are as follows:
| | | | Required Principal Payments | | | | | | | | | | | |
| In millions | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | 2017 | | 2018 | | 2019 | | 2020 | | 2021 |
| Payment | $ | 51 |
| | $ | 55 |
| | $ | 82 |
| | $ | 8 |
| | $ | 17 |
| |
| Principal payments | | $ | 35 |
| | $ | 33 |
| | $ | 29 |
| | $ | 8 |
| | $ | 4 |
|
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 on SeptemberFebruary 16, 2013.2016. 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.
In September 2013, we issued $1 billion aggregate principal amount of senior notes consisting of $500 millionaggregate principal amount of 3.65% senior unsecured notes due in 2023 and $500 millionaggregate principal amount of 4.875% senior unsecured notes due in 2043.We received net proceeds of $979 million. The senior notes pay interest semi-annually on April 1 and October 1, commencing on April 1, 2014. The indenture governing the senior notes contains covenants that, among other matters, limit (i) our ability to consolidate or merge into, or sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our and our subsidiaries' assets to another person, (ii) our and certain of our subsidiaries' ability to create or assume liens and (iii) our and certain of our subsidiaries' ability to engage in sale and leaseback transactions.
1.
Interest on the 6.75% debentures is payable on February 15 and August 15 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.
During 2010, two of our wholly-owned Brazilian subsidiaries entered into a loan agreement for a loan in local currency in an amount equivalent to US $50 million, at drawdown, at a fixed rate of 4.5% to finance its exports over the next three years. The principal of the loan had a two-year grace period and began amortizing in 2012 and was completed in 2013.
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 person.entity. In addition, we are subject to a maximum debt-to-EBITDA ratio financial covenant. As ofAt December 31, 2013,2016, we were in compliance with all of the covenants under our borrowing agreements.
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.
In February 2014, we settled our November 2005 interest rate swap which previously converted our $250 million debt issue, due in 2028, from a fixed rate to a floating rate based on the LIBOR spread. We are amortizing the $52 million gain realized upon settlement over the remaining 14-year term of related debt.
Also, in February 2014, we entered into 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 | | 2016 | | 2015 | | 2014 |
| 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) | | $ | (8 | ) | | $ | 12 |
| | $ | 6 |
| | $ | (2 | ) | | $ | 23 |
| | $ | (19 | ) |
(1) The difference between the gain/(loss) on swaps and borrowings represents hedge ineffectiveness.
Fair Value of Debt
Based on borrowing rates currently available to us for bank loans with similar terms and average maturities, considering our risk premium, the fair value and carrying value of total debt, including current maturities, was as follows:
|
| | | | | | | | |
| | | December 31, |
| In millions | | 2016 | | 2015 |
Fair value of total debt (1) | | $ | 2,077 |
| | $ | 1,821 |
|
| Carrying value of total debt | | 1,856 |
| | 1,639 |
|
(1) The fair value of debt is derived from Level 2 inputs.
NOTE 11. PRODUCT WARRANTY LIABILITY
We charge the estimated costs of warranty programs, other than product recalls, to income at the time products are shipped to customers. We use historical claims experience to develop the estimated liability. We review product recall programs on a quarterly basis and, if necessary, record a liability when we commit to an action, or when they become probable and estimable, which is reflected in the provision for warranties issued line. We also sell extended warranty coverage on several engines. A tabular reconciliation of the product warranty liability, including the deferred revenue related to our extended warranty coverage and accrued recall programs was as follows:
|
| | | | | | | | |
| | | December 31, |
| In millions | | 2013 | | 2012 |
| Balance, beginning of year | | $ | 1,088 |
| | $ | 1,014 |
|
| Provision for warranties issued | | 431 |
| | 415 |
|
| Deferred revenue on extended warranty contracts sold | | 189 |
| | 210 |
|
| Payments | | (427 | ) | | (416 | ) |
| Amortization of deferred revenue on extended warranty contracts | | (115 | ) | | (103 | ) |
| Changes in estimates for pre-existing warranties | | (35 | ) | | (33 | ) |
| Foreign currency translation | | (2 | ) | | 1 |
|
| Balance, end of year | | $ | 1,129 |
| | $ | 1,088 |
|
Warranty related deferred revenue, supplier recovery receivables and the long-term portion of the warranty liability on our Consolidated Balance Sheets were as follows:
|
| | | | | | | | | | |
| | | December 31, | | |
| In millions | | 2013 | | 2012 | | Balance Sheet Location |
| Deferred revenue related to extended coverage programs | | | | | | |
| Current portion | | $ | 145 |
| | $ | 111 |
| | Deferred revenue |
| Long-term portion | | 349 |
| | 309 |
| | Other liabilities and deferred revenue |
| Total | | $ | 494 |
| | $ | 420 |
| | |
| Receivables related to estimated supplier recoveries | | | | | | |
| Current portion | | $ | 5 |
| | $ | 7 |
| | Trade and other receivables |
| Long-term portion | | 5 |
| | 6 |
| | Other assets |
| Total | | $ | 10 |
| | $ | 13 |
| | |
| Long-term portion of warranty liability | | $ | 275 |
| | $ | 282 |
| | Other liabilities and deferred revenue |
NOTE 10. PRODUCT WARRANTY LIABILITY
NOTE 12. PENSION AND OTHER POSTRETIREMENT BENEFITS
Pension Plans
We sponsor several contributory and noncontributory pension plans covering substantially all employees. Generally, hourly employee pension benefits are earned based on yearsA tabular reconciliation 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 contributionsproduct warranty liability, including the deferred revenue related to our various qualified plans in accordance with statutoryextended warranty coverage and contractual funding requirementsaccrued recall programs was as follows:
|
| | | | | | | | |
| | | December 31, |
| In millions | | 2016 | | 2015 |
| Balance, beginning of year | | $ | 1,404 |
| | $ | 1,283 |
|
| Provision for warranties issued | | 334 |
| | 391 |
|
| Deferred revenue on extended warranty contracts sold | | 231 |
| | 290 |
|
| Payments | | (385 | ) | | (389 | ) |
| Amortization of deferred revenue on extended warranty contracts | | (201 | ) | | (179 | ) |
| Changes in estimates for pre-existing warranties | | 44 |
| | 20 |
|
| Foreign currency translation | | (13 | ) | | (12 | ) |
| Balance, end of year | | $ | 1,414 |
| | $ | 1,404 |
|
Warranty related deferred revenue 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 statuslong-term portion of the plans and the amounts recognized inwarranty liability on our Consolidated Balance Sheets for our significant pension plans were as follows:
|
| | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| In millions | | 2013 | | 2012 | | 2013 | | 2012 |
| Change in benefit obligation | | | | | | | | |
| Benefit obligation at the beginning of the year | | $ | 2,454 |
| | $ | 2,243 |
| | $ | 1,269 |
| | $ | 1,128 |
|
| Service cost | | 70 |
| | 58 |
| | 21 |
| | 21 |
|
| Interest cost | | 93 |
| | 103 |
| | 57 |
| | 59 |
|
| Actuarial losses (gains) | | (193 | ) | | 207 |
| | 96 |
| | 52 |
|
| Benefits paid from fund | | (150 | ) | | (148 | ) | | (50 | ) | | (41 | ) |
| Benefits paid directly by employer | | (13 | ) | | (10 | ) | | — |
| | — |
|
| Exchange rate changes | | — |
| | — |
| | 37 |
| | 52 |
|
| Curtailment gain | | — |
| | — |
| | — |
| | (2 | ) |
| Other | | — |
| | 1 |
| | (1 | ) | | — |
|
| Benefit obligation at end of year | | $ | 2,261 |
| | $ | 2,454 |
| | $ | 1,429 |
| | $ | 1,269 |
|
| | | | | | | | | |
| Change in plan assets | | | | | | | | |
| Fair value of plan assets at beginning of year | | $ | 2,327 |
| | $ | 2,091 |
| | $ | 1,324 |
| | $ | 1,200 |
|
| Actual return on plan assets | | 168 |
| | 284 |
| | 142 |
| | 88 |
|
| Employer contributions | | 100 |
| | 100 |
| | 56 |
| | 22 |
|
| Benefits paid | | (150 | ) | | (148 | ) | | (50 | ) | | (41 | ) |
| Exchange rate changes | | — |
| | — |
| | 44 |
| | 55 |
|
| Fair value of plan assets at end of year | | $ | 2,445 |
| | $ | 2,327 |
| | $ | 1,516 |
| | $ | 1,324 |
|
| | | | | | | | | |
| Funded status (including underfunded and nonfunded plans) at end of year | | $ | 184 |
| | $ | (127 | ) | | $ | 87 |
| | $ | 55 |
|
| | | | | | | | | |
| Amounts recognized in consolidated balance sheets | | | | | | | | |
| Prepaid pensions - long-term assets | | $ | 427 |
| | $ | 127 |
| | $ | 87 |
| | $ | 55 |
|
| Accrued compensation, benefits and retirement costs - current liabilities | | (11 | ) | | (10 | ) | | — |
| | — |
|
| Pensions - long-term liabilities | | (232 | ) | | (244 | ) | | — |
| | — |
|
| Net amount recognized | | $ | 184 |
| | $ | (127 | ) | | $ | 87 |
| | $ | 55 |
|
| | | | | | | | | |
| Amounts recognized in accumulated other comprehensive loss consist of: | | | | | | | | |
| Net actuarial loss | | $ | 478 |
| | $ | 734 |
| | $ | 361 |
| | $ | 349 |
|
| Prior service credit | | (1 | ) | | (1 | ) | | — |
| | — |
|
| Net amount recognized | | $ | 477 |
| | $ | 733 |
| | $ | 361 |
| | $ | 349 |
|
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 2 percent and 4 percent of our pension plan assets and obligations, respectively. These plans are reflected in "Other liabilities and deferred revenue" on our Consolidated Balance Sheets.
The following table presents information regarding total accumulated benefit obligation, PBO's and underfunded pension plans that are included in the preceding table:
|
| | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| In millions | | 2013 | | 2012 | | 2013 | | 2012 |
| Total accumulated benefit obligation | | $ | 2,231 |
| | $ | 2,417 |
| | $ | 1,309 |
| | $ | 1,167 |
|
| Plans with accumulated benefit obligation in excess of plan assets | | | | | | | | |
| Accumulated benefit obligation | | 212 |
| | 216 |
| | — |
| | — |
|
| Plans with projected benefit obligation in excess of plan assets | | | | | | | | |
| Projected benefit obligation | | 243 |
| | 254 |
| | — |
| | — |
|
Components of Net Periodic Pension Cost
The following table presents the net periodic pension cost under our plans:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| In millions | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 |
| Service cost | | $ | 70 |
| | $ | 58 |
| | $ | 51 |
| | $ | 21 |
| | $ | 21 |
| | $ | 20 |
|
| Interest cost | | 93 |
| | 103 |
| | 109 |
| | 57 |
| | 59 |
| | 58 |
|
| Expected return on plan assets | | (167 | ) | | (157 | ) | | (151 | ) | | (72 | ) | | (81 | ) | | (74 | ) |
| Amortization of prior service (credit) cost | | (1 | ) | | (1 | ) | | (1 | ) | | — |
| | 1 |
| | 3 |
|
| Recognized net actuarial loss | | 62 |
| | 47 |
| | 39 |
| | 24 |
| | 14 |
| | 14 |
|
| Net periodic pension cost | | $ | 57 |
| | $ | 50 |
| | $ | 47 |
| | $ | 30 |
| | $ | 14 |
| | $ | 21 |
|
Other changes in benefit obligations and plan assets recognized in other comprehensive income in 2013, 2012 and 2011 were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2013 | | 2012 | | 2011 |
| Amortization of prior service (cost) credit | | $ | 1 |
| | $ | (1 | ) | | $ | (2 | ) |
| Recognized actuarial loss | | (86 | ) | | (61 | ) | | (53 | ) |
| Incurred prior service cost | | — |
| | 1 |
| | 1 |
|
| Incurred actuarial (gain) loss | | (168 | ) | | 124 |
| | 138 |
|
| Foreign exchange translation adjustments | | 10 |
| | 16 |
| | — |
|
| Total recognized in other comprehensive income | | $ | (243 | ) | | $ | 79 |
| | $ | 84 |
|
| | | | | | | |
| Total recognized in net periodic pension cost and other comprehensive income | | $ | (156 | ) | | $ | 143 |
| | $ | 152 |
|
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 $57 million.
Assumptions
The table below presents various assumptions used in determining the pension benefit obligation for each year and reflects weighted-average percentages for the various plans as follows:
|
| | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| | | 2013 | | 2012 | | 2013 | | 2012 |
| Discount rate | | 4.83 | % | | 3.97 | % | | 4.60 | % | | 4.70 | % |
| Compensation increase rate | | 4.91 | % | | 4.90 | % | | 4.50 | % | | 4.00 | % |
The table below presents various assumptions used in determining the net periodic pension cost and reflects weighted-average percentages for the various plans as follows:
|
| | | | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| | | U.S. Plans | | U.K. Plans |
| | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 |
| Discount rate | | 3.97 | % | | 4.82 | % | | 5.42 | % | | 4.70 | % | | 5.20 | % | | 5.80 | % |
| Expected return on plan assets | | 8.00 | % | | 8.00 | % | | 8.00 | % | | 5.80 | % | | 6.50 | % | | 7.00 | % |
| Compensation increase rate | | 4.91 | % | | 4.00 | % | | 4.00 | % | | 4.00 | % | | 4.25 | % | | 4.50 | % |
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 its 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 8.0 percent in 2013. 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, we have elected to use an assumption of 7.5 percent per year beginning in 2014.
The primary investment objective is to exceed, on a net-of-fee basis, the rate of return of a policy portfolio comprised of the following:
|
| | | | | |
Asset Class | | Target | | Range |
U.S. equities | | 9.0 | % | | +/-5.0% |
Non-U.S. equities | | 3.0 | % | | +/-3.0% |
Global equities | | 10.0 | % | | +/-3.0% |
Total equities | | 22.0 | % | | |
Real estate | | 7.0 | % | | +3.0/-7.0% |
Private equity | | 7.0 | % | | +3.0/-7.0% |
Fixed income | | 64.0 | % | | +/-5.0% |
Total | | 100.0 | % | | |
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 95 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 64 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 5.8 percent in 2013. 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 (equities and real estate) and liability matching assets (bonds) with a long-term outlook. 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:
|
| | | | | |
Asset Class | | Target | | Range |
Global equities | | 30.5 | % | | +2.5/-5.0% |
Real estate | | 7.5 | % | | +2.5/-5.0% |
Re-insurance | | 5.0 | % | | +2.5/-5.0% |
Private equity | | 7.5 | % | | +2.5/-5.0% |
Corporate credit instruments | | 4.5 | % | | +2.5/-4.5% |
Fixed income | | 45.0 | % | | +5.5/-2.0% |
Total | | 100.0 | % | | |
As part of our strategy in the U.K. we have not prohibited the use of any financial instrument, including derivatives. Based on the above discussion, we have elected to use our assumption of 5.8 percent per year beginning in 2014.
Fair Value of U.S. Plan Assets
The fair values of U.S. pension plan assets by asset category were as follows:
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements as of December 31, 2013 |
| 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. | | $ | 96 |
| | $ | 375 |
| | $ | — |
| | $ | 471 |
|
| Non-U.S. | | 143 |
| | 138 |
| | — |
| | 281 |
|
| Fixed Income | | | | | | | |
|
| Government debt | | 325 |
| | 455 |
| | — |
| | 780 |
|
| Corporate debt | | | | | | | |
|
| U.S. | | 279 |
| | 244 |
| | — |
| | 523 |
|
| Non-U.S. | | 64 |
| | — |
| | — |
| | 64 |
|
| Asset/mortgaged backed securities | | 12 |
| | — |
| | — |
| | 12 |
|
Net cash equivalents(1) | | 36 |
| | — |
| | — |
| | 36 |
|
Derivative instruments(2) | | — |
| | 2 |
| | — |
| | 2 |
|
Private equity and real estate(3) | | — |
| | — |
| | 296 |
| | 296 |
|
| Total | | $ | 955 |
| | $ | 1,214 |
| | $ | 296 |
| | $ | 2,465 |
|
| Pending trade/purchases/sales | | |
| | |
| | |
| | (28 | ) |
Accruals(4) | | |
| | |
| | |
| | 8 |
|
| Total | | |
| | |
| | |
| | $ | 2,445 |
|
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements as of December 31, 2012 |
| 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. | | $ | 113 |
| | $ | 542 |
| | $ | — |
| | $ | 655 |
|
| Non-U.S. | | 177 |
| | 127 |
| | — |
| | 304 |
|
| Fixed Income | | | | | | | |
|
|
| Government debt | | 475 |
| | 132 |
| | — |
| | 607 |
|
| Corporate debt | | | | | | | |
|
|
| U.S. | | 203 |
| | 191 |
| | — |
| | 394 |
|
| Non-U.S. | | 42 |
| | — |
| | — |
| | 42 |
|
| Asset/mortgaged backed securities | | 13 |
| | — |
| | — |
| | 13 |
|
Net cash equivalents(1) | | 35 |
| | — |
| | — |
| | 35 |
|
Private equity and real estate(3) | | — |
| | — |
| | 286 |
| | 286 |
|
| Total | | $ | 1,058 |
| | $ | 992 |
| | $ | 286 |
| | $ | 2,336 |
|
| Pending trade/purchases/sales | | |
| | |
| | |
| | (16 | ) |
Accruals(4) | | |
| | |
| | |
| | 7 |
|
| Total | | |
| | |
| | |
| | $ | 2,327 |
|
| |
(1)
| Cash equivalents include commercial paper, short-term government/agency, mortgage and credit instruments.
|
| |
(2)
| Derivative instruments include interest rate swaps, foreign currency forward contracts and credit default swaps.
|
| |
(3)
| The instruments in private equity 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 audited financial statement of the funds.
|
| |
(4)
| Interest or dividends that had not been settled as of the year ended December 31.
|
The reconciliation of Level 3 assets was as follows:
|
| | | | | | | | | | | | |
| | | Fair Value Measurements as of December 31,
Using Significant Unobservable Inputs (Level 3) |
| In millions | | Private Equity | | Real Estate | | Total |
| Balance at December 31, 2011 | | $ | 147 |
| | $ | 119 |
| | $ | 266 |
|
| Actual return on plan assets | | | | | | |
| Unrealized (losses) gains on assets still held at the reporting date | | 15 |
| | 9 |
| | 24 |
|
| Purchases, sales and settlements, net | | (6 | ) | | 2 |
| | (4 | ) |
| Balance at December 31, 2012 | | 156 |
| | 130 |
| | 286 |
|
| Actual return on plan assets | | | | | | |
| Unrealized (losses) gains on assets still held at the reporting date | | 20 |
| | 10 |
| | 30 |
|
| Purchases, sales and settlements, net | | (23 | ) | | 3 |
| | (20 | ) |
| Balance at December 31, 2013 | | $ | 153 |
| | $ | 143 |
| | $ | 296 |
|
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. This is included in the table below in Level 3 at a value of $440 million at December 31, 2013 and $424 million at December 31, 2012.
The fair values of U.K. pension plan assets by asset category were as follows:
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements as of December 31, 2013 |
| 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. | | $ | — |
| | $ | 270 |
| | $ | — |
| | $ | 270 |
|
| Non-U.S. | | — |
| | 328 |
| | — |
| | 328 |
|
| Fixed Income | | | | | | | | |
| Government debt | | — |
| | 120 |
| | — |
| | 120 |
|
| Corporate debt non-U.S. | | — |
| | 138 |
| | — |
| | 138 |
|
Net cash equivalents(1) | | 13 |
| | — |
| | — |
| | 13 |
|
Derivative instruments(2) | | — |
| | 24 |
| | — |
| | 24 |
|
| Re-insurance | | — |
| | 66 |
| | — |
| | 66 |
|
Private equity, real estate & insurance(3) | | — |
| | — |
| | 557 |
| | 557 |
|
| Total | | $ | 13 |
| | $ | 946 |
| | $ | 557 |
| | $ | 1,516 |
|
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements as of December 31, 2012 |
| 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. | | $ | — |
| | $ | 251 |
| | $ | — |
| | $ | 251 |
|
| Non-U.S. | | — |
| | 325 |
| | — |
| | 325 |
|
| Fixed Income | | | | | | | |
|
| Government debt | | — |
| | 191 |
| | — |
| | 191 |
|
Net cash equivalents(1) | | 10 |
| | — |
| | | | 10 |
|
| Re-insurance | | — |
| | 61 |
| | — |
| | 61 |
|
Private equity, real estate & insurance(3) | | — |
| | — |
| | 486 |
| | 486 |
|
| Total | | $ | 10 |
| | $ | 828 |
| | $ | 486 |
| | $ | 1,324 |
|
| |
(1)
| Cash equivalents include commercial paper, short-term government/agency, mortgage and credit instruments.
|
| |
(2)
| Derivative instruments include interest rate swaps, foreign currency forward contracts and credit default swaps. |
| |
(3)
| The instruments in private equity 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 audited financial statement of the funds.
|
The reconciliation of Level 3 assets was as follows:
|
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements as of December 31,
Using Significant Unobservable Inputs (Level 3) |
| In millions | | Insurance | | Real Estate | | Private Equity | | Total |
| Balance at December 31, 2011 | | $ | — |
| | $ | 33 |
| | $ | 14 |
| | $ | 47 |
|
| Actual return on plan assets | | | | | | | | |
| Unrealized (losses) gains on assets still held at the reporting date | | 13 |
| | 1 |
| | 1 |
| | 15 |
|
| Purchases, sales and settlements, net | | 411 |
| | — |
| | 13 |
| | 424 |
|
| Balance at December 31, 2012 | | 424 |
| | 34 |
| | 28 |
| | 486 |
|
| Actual return on plan assets | | | | | | | | |
| Unrealized (losses) gains on assets still held at the reporting date | | 29 |
| | 2 |
| | 5 |
| | 36 |
|
| Purchases, sales and settlements, net | | (13 | ) | | 33 |
| | 15 |
| | 35 |
|
| Balance at December 31, 2013 | | $ | 440 |
| | $ | 69 |
| | $ | 48 |
| | $ | 557 |
|
Level 3 Assets
The investments in an insurance contract, private equity 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.
Estimated Future Contributions and Benefit Payments
We plan to contribute approximately $205 million to our defined benefit pension plans in 2014. The table below presents expected future benefit payments under our pension plans:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Qualified and Non-Qualified Pension Plans |
| In millions | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 - 2023 |
| Expected benefit payments | | $ | 225 |
| | $ | 228 |
| | $ | 235 |
| | $ | 238 |
| | $ | 244 |
| | $ | 1,271 |
|
Other Pension Plans
We also sponsor defined contribution plans for certain hourly and salaried employees. Our contributions to these plans were $66 million, $74 million and $72 million for the years ended December 31, 2013, 2012 and 2011.
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 | | 2013 | | 2012 |
| Change in benefit obligation | | | | |
| Benefit obligation at the beginning of the year | | $ | 478 |
| | $ | 483 |
|
| Interest cost | | 17 |
| | 21 |
|
| Plan participants' contributions | | 10 |
| | 8 |
|
| Plan amendments | | — |
| | (4 | ) |
| Actuarial losses (gains) | | (49 | ) | | 21 |
|
| Benefits paid directly by employer | | (58 | ) | | (51 | ) |
| Benefit obligation at end of year | | $ | 398 |
| | $ | 478 |
|
| | | | | |
| Funded status at end of year | | $ | (398 | ) | | $ | (478 | ) |
| | | | | |
| Amounts recognized in consolidated balance sheets | | | | |
| Accrued compensation, benefits and retirement costs - current liabilities | | $ | (42 | ) | | $ | (46 | ) |
| Postretirement benefits other than pensions-long-term liabilities | | (356 | ) | | (432 | ) |
| Net amount recognized | | $ | (398 | ) | | $ | (478 | ) |
| | | | | |
| Amounts recognized in accumulated other comprehensive loss consist of: | | | | |
| Net actuarial loss | | $ | 27 |
| | $ | 83 |
|
| Prior service credit | | (5 | ) | | (6 | ) |
| Net amount recognized | | $ | 22 |
| | $ | 77 |
|
|
| | | | | | | | | | |
| | | December 31, | | |
| In millions | | 2016 | | 2015 | | Balance Sheet Location |
| Deferred revenue related to extended coverage programs | | | | | | |
| Current portion | | $ | 218 |
| | $ | 189 |
| | Current portion of deferred revenue |
| Long-term portion | | 527 |
| | 529 |
| | Other liabilities and deferred revenue |
| Total | | $ | 745 |
| | $ | 718 |
| | |
| | | | | | | |
| Long-term portion of warranty liability | | $ | 336 |
| | $ | 327 |
| | Other liabilities and deferred revenue |
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 less than 5 percent of our postretirement obligations. These plans are reflected in "Other liabilities and deferred revenue" in our Consolidated Balance Sheets.
Components of Net Periodic Other Postretirement Benefits Cost
The following table presents the net periodic other postretirement benefits cost under our plans:
|
| | | | | | | | | | | | |
| In millions | | 2013 | | 2012 | | 2011 |
| Interest cost | | $ | 17 |
| | $ | 21 |
| | $ | 24 |
|
| Amortization of prior service credit | | — |
| | (5 | ) | | (8 | ) |
| Recognized net actuarial loss | | 6 |
| | 3 |
| | — |
|
| Other | | — |
| | 1 |
| | 1 |
|
| Net periodic other postretirement benefit cost | | $ | 23 |
| | $ | 20 |
| | $ | 17 |
|
Other changes in benefit obligations recognized in other comprehensive income in 2013, 2012 and 2011 were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2013 | | 2012 | | 2011 |
| Amortization of prior service credit | | $ | — |
| | $ | 5 |
| | $ | 8 |
|
| Recognized actuarial loss | | (6 | ) | | (3 | ) | | — |
|
| Incurred actuarial (gain) loss | | (49 | ) | | 20 |
| | 16 |
|
| Incurred prior service credit | | — |
| | (4 | ) | | — |
|
| Other | | — |
| | (1 | ) | | — |
|
| Total recognized in other comprehensive income | | $ | (55 | ) | | $ | 17 |
| | $ | 24 |
|
| | | | | | | |
| Total recognized in net periodic other postretirement benefit cost and other comprehensive income | | $ | (32 | ) | | $ | 37 |
| | $ | 41 |
|
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 zero.
Assumptions
The table below presents assumptions used in determining the other postretirement benefit obligation for each year and reflects weighted-average percentages for our other postretirement plans as follows:
|
| | | | | | |
| | | 2013 | | 2012 |
| Discount rate | | 4.55 | % | | 3.70 | % |
The table below presents assumptions used in determining the net periodic other postretirement benefits cost and reflects weighted-average percentages for the various plans as follows:
|
| | | | | | | | | |
| | | 2013 | | 2012 | | 2011 |
| Discount rate | | 3.70 | % | | 4.70 | % | | 5.20 | % |
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, a 7.50 percent annual rate of increase in the per capita cost of covered health care benefits was assumed in 2013. The rate is assumed to decrease on a linear basis to 5.00 percent through 2019 and remain at that level thereafter. An increase in the health care cost trends of 1 percent would increase our APBO by $19 million as of December 31, 2013 and the net periodic other postretirement benefit cost for 2014 by $1 million. A decrease in the health care cost trends of 1 percent would decrease our APBO by $16 million as of December 31, 2013 and the net periodic other postretirement benefit cost for 2014 by $1 million.
Estimated Benefit Payments
The table below presents expected benefit payments under our other postretirement benefit plans:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 - 2023 |
| Expected benefit payments | | $ | 43 |
| | $ | 41 |
| | $ | 38 |
| | $ | 36 |
| | $ | 33 |
| | $ | 140 |
|
NOTE 13.11. OTHER LIABILITIES AND DEFERRED REVENUE
Other liabilities and deferred revenue included the following:
| | | | | December 31, | | December 31, |
| In millions | | 2013 | | 2012 | | 2016 | | 2015 |
| Deferred revenue | | $ | 414 |
| | $ | 368 |
| | $ | 589 |
| | $ | 583 |
|
| Accrued warranty | | 275 |
| | 282 |
| | 336 |
| | 327 |
|
| Accrued compensation | | 184 |
| | 168 |
| | 151 |
| | 199 |
|
| Other long-term liabilities | | 357 |
| | 246 |
| | 213 |
| | 249 |
|
| Other liabilities and deferred revenue | | $ | 1,230 |
| | $ | 1,064 |
| | $ | 1,289 |
| | $ | 1,358 |
|
NOTE 14.12. COMMITMENTS AND CONTINGENCIES
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.
In June 2008, fourLoss Contingency Charges
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 on 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 sitesinter-related engines to fail in-use emission testing. In the fourth quarter of 2015, the vehicle manufacturer made a request that we assist in Southern Indiana, including our Technical Center, experienced extensive flood damage. In October 2011,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.
While we received $40 million from our insurance carriersare not responsible for the warranty issues related to settle all outstanding 2008 flood claims.a component that we did not manufacture or sell, as the emission compliance certificate holder, we are responsible for proposing a remedy to the EPA and CARB. As a result, we recognizedhave proposed actions to the agencies that we believe will address the emission failures. As the certificate holder, we expect to participate in the cost of the proposed voluntary Campaign and recorded a gaincharge of approximately $3860 million ($24 million after-tax), net in 2015. The Campaign design was finalized with our 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 participation in the Campaign. We continue to work with our OEM customer to resolve the allocation of costs for the Campaign, including pending litigation between the parties. The Campaign is not expected to be completed for some time and our final cost could differ from the amount we have recorded.
We do not currently expect any remaining floodfines or penalties from the EPA or CARB related expenses,to this matter.
The accrual related to the Campaign is included in "Other operating income (expense), net"accrued expenses" in our Consolidated Statements of Income.Balance Sheets.
U.S. Distributor Commitments
Our distribution agreements with independent and partially-owned distributors generally have a renewable three-year term and are restricted to specified territories. Our distributors develop and maintain a network of dealers with which we have no direct relationship. Our distributors are permitted to sell other, noncompetitive products only with our consent. We license all of our distributors to use our name and logo in connection with the sale and service of our products, with no right to assign or sublicense the trademarks, except to authorized dealers, without our consent. Products are sold to the distributors at standard domestic or international distributor net prices, as applicable. Net prices are wholesale prices we establish to permit our distributors an adequate margin on their sales. Subject to local laws, we can generally refuse to renew these agreements upon expiration or terminate them upon written notice for inadequate sales, change in principal ownership and certain other reasons. Distributors also have the right to terminate the agreements upon 60-day notice without cause, or 30-day notice for cause. Upon termination or failure to renew, we are required to purchase the distributor’s current inventory, signage and special tools and may, at our option purchase other assets of the distributor, but are under no obligation to do so.
Other Guarantees and Commitments
In addition to the matters discussed above, fromFrom time to time we periodically enter into other guarantee arrangements, including guarantees of non-U.S. distributor financing,financings, residual value guarantees on equipment under operating leases and other miscellaneous guarantees of joint ventures or third-party obligations. As ofAt December 31, 2013,2016, the maximum potential loss related to these other guarantees was $6 million. The liability related to these guarantees was less than $1$24 million.
We have arrangements with certain suppliers that require us to purchase minimum volumes or be subject to monetary penalties. The penalty amounts are less than our purchase commitments and essentially allow the supplier to recover their tooling costs in most instances. As ofAt December 31, 2013,2016, if we were to stop purchasing from each of these suppliers, the aggregate amount of the penalty would be approximately $107$90 million, of which $62$47 million relates to a contract with an engine partsa components supplier that extends to 2016. These2018. 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, 2016, the total commitments under these contracts were $45 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 $66$85 million and $70 million as ofat December 31, 2013 and 2012, respectively.
Indemnifications2016.
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.indemnifications;
asset sale agreements where we agree to indemnify the purchaser against future environmental exposures related to the asset soldsold; and
any contractual agreement where we agree to indemnify the counter-partycounterparty 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.
Joint Venture Commitments
As of December 31, 2013, we have committed to invest an additional $52 million in existing joint ventures, of which the entire$52 million is expected to be funded in 2014.
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:
| | | | | December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Rent expense | | $ | 186 |
| | $ | 176 |
| | $ | 166 |
| | $ | 210 |
| | $ | 205 |
| | $ | 195 |
|
The following is a summary of the leased property under capital leases by major classes:
| | | | | Asset balances at December 31, | | December 31, |
| In millions | | 2013 | | 2012 | | 2016 | | 2015 |
| Building | | $ | 103 |
| | $ | 66 |
| | $ | 113 |
| | $ | 113 |
|
| Equipment | | 97 |
| | 110 |
| | 109 |
| | 86 |
|
| Other | | 16 |
| | 15 |
| |
| Land | | | 15 |
| | 15 |
|
| Less: Accumulated depreciation | | (96 | ) | | (103 | ) | | (133 | ) | | (112 | ) |
| Total | | $ | 120 |
| | $ | 88 |
| | $ | 104 |
| | $ | 102 |
|
Following is a summary of the future minimum lease payments due under capital and operating leases, including leases in our rental business, with terms of more than one year at December 31, 2013,2016, together with the net present value of the minimum payments due under capital leases:
| | | In millions | | Capital Leases | | Operating Leases | | Capital Leases | | Operating Leases |
| 2014 | | $ | 20 |
| | $ | 171 |
| |
| 2015 | | 20 |
| | 111 |
| |
| 2016 | | 18 |
| | 78 |
| |
| 2017 | | 11 |
| | 57 |
| | $ | 25 |
| | $ | 141 |
|
| 2018 | | 9 |
| | 41 |
| | 22 |
| | 101 |
|
| After 2018 | | 48 |
| | 111 |
| |
| 2019 | | | 19 |
| | 81 |
|
| 2020 | | | 7 |
| | 59 |
|
| 2021 | | | 6 |
| | 44 |
|
| After 2021 | | | 39 |
| | 93 |
|
| Total minimum lease payments | | $ | 126 |
| | $ | 569 |
| | $ | 118 |
| | $ | 519 |
|
| Interest | | (34 | ) | | |
| | (30 | ) | | |
|
| Present value of net minimum lease payments | | $ | 92 |
| | |
| | $ | 88 |
| | |
|
In addition, we have subleased certain facilities under operating leases to third parties. The future minimum lease payments due from lessees under those arrangements are less than $1 million per year for the years 2014 through 2016.next five years.
NOTE 15.13. SHAREHOLDERS' EQUITY
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, 2013,2016, there was no preferred or preference stock outstanding.
Common Stock
Changes in shares of common stock, treasury stock and common stock held in trust for employee benefit plans arewere as follows:
| | | In millions | | Common
Stock | | Treasury
Stock | | Common Stock
Held in Trust | | Common
Stock | | Treasury
Stock | | Common Stock
Held in Trust |
| Balance at December 31, 2010 | | 221.8 |
| | 24.0 |
| | 2.1 |
| |
| Balance at December 31, 2013 | | | 222.3 |
| | 35.6 |
| | 1.3 |
|
| Shares acquired | | — |
| | 6.4 |
| | — |
| | — |
| | 4.8 |
| | — |
|
| Shares issued | | 0.4 |
| | (0.2 | ) | | — |
| | 0.1 |
| | (0.3 | ) | | (0.2 | ) |
| Employee benefits trust activity | | — |
| | — |
| | (0.3 | ) | |
| Balance at December 31, 2011 | | 222.2 |
| | 30.2 |
| | 1.8 |
| |
| Other shareholder transactions | | | (0.1 | ) | | — |
| | — |
|
| Balance at December 31, 2014 | | | 222.3 |
| | 40.1 |
| | 1.1 |
|
| Shares acquired | | — |
| | 2.6 |
| | — |
| | — |
| | 7.2 |
| | — |
|
| Shares issued | | 0.4 |
| | (0.2 | ) | | — |
| | 0.1 |
| | (0.1 | ) | | (0.2 | ) |
| Employee benefits trust activity | | — |
| | — |
| | (0.3 | ) | |
| Other shareholder transactions | | (0.2 | ) | | — |
| | — |
| |
| Balance at December 31, 2012 | | 222.4 |
| | 32.6 |
| | 1.5 |
| |
| Balance at December 31, 2015 | | | 222.4 |
| | 47.2 |
| | 0.9 |
|
| Shares acquired | | — |
| | 3.3 |
| | — |
| | — |
| | 7.3 |
| | — |
|
| Shares issued | | 0.1 |
| | (0.3 | ) | | — |
| | — |
| | (0.3 | ) | | (0.2 | ) |
| Employee benefits trust activity | | — |
| | — |
| | (0.2 | ) | |
| Other shareholder transactions | | (0.2 | ) | | — |
| | — |
| |
| Balance at December 31, 2013 | | 222.3 |
| | 35.6 |
| | 1.3 |
| |
| Balance at December 31, 2016 | | | 222.4 |
| | 54.2 |
| | 0.7 |
|
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, 2013,2016, consisting of shares issued and repurchased is presented in our Consolidated Statements of Changes in Equity.
In February 2011, theDecember 2016, our Board of Directors approved a share repurchase program and authorized the acquisition of up to $1$1 billion of ouradditional common stock which was completed in June 2013.upon completion of the 2015 repurchase plan. In December 2012,November 2015, the Board of Directors authorized the acquisition of up to $1 billion of ouradditional common stock upon completion of the 20112014 repurchase program. In 2013,2016, we made the following quarterly purchases under the repurchase programs indicated:respective purchase programs:
|
| | | | | | | | | | | | | | | |
In millions (except per share amounts) For each quarter ended | | 2013 Shares Purchased | | Average Cost Per Share | | Total Cost of Repurchases | | Remaining Authorized Capacity |
| February 2011, $1 billion repurchase program | | | | | | | | |
| March 31 | | — |
| | $ | — |
| | $ | — |
| | $ | 226 |
|
| June 30 | | 2.0 |
| | 113.44 |
| | 226 |
| | — |
|
| Subtotal | | 2.0 |
| | 113.44 |
| | 226 |
| | — |
|
| December 2012, $1 billion repurchase program | | | | | | | | |
| June 30 | | 0.6 |
| | 107.74 |
| | 63 |
| | 937 |
|
| September 29 | | — |
| | — |
| | — |
| | 937 |
|
| December 31 | | 0.7 |
| | 129.18 |
| | 92 |
| | 845 |
|
| Subtotal | | 1.3 |
| | 119.54 |
| | 155 |
| | 845 |
|
| Total | | 3.3 |
| | $ | 115.85 |
| | $ | 381 |
| | $ | 845 |
|
|
| | | | | | | | | | | | | | | | | | | |
In millions (except per share amounts) For each quarter ended | | 2016 Shares Purchased | | Average Cost Per Share | | Total Cost of Repurchases | | Cash Paid for Shares Not Received | | Remaining Authorized Capacity (1) |
| July 2014, $1 billion repurchase program | | | | | | | | | | |
| April 3 | | 2.7 |
| | $ | 100.12 |
| | $ | 274 |
| | $ | — |
| | $ | — |
|
| | | | | | | | | | | |
| November 2015, $1 billion repurchase program | | | | | | | | | | |
| April 3 | | 2.2 |
| | $ | 105.50 |
| | $ | 229 |
| | $ | 100 |
| | $ | 671 |
|
| July 3 | | 1.8 |
| | 109.79 |
| | 192 |
| | (100 | ) | | 579 |
|
| October 2 | | 0.4 |
| | 126.13 |
| | 50 |
| | — |
| | 529 |
|
| December 31 | | 0.2 |
| | 130.70 |
| | 33 |
| | — |
| | 496 |
|
| Subtotal | | 4.6 |
| | 110.29 |
| | 504 |
| | — |
| |
|
|
| Total | | 7.3 |
| | $ | 106.48 |
| | $ | 778 |
| | $ | — |
| |
|
|
(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.
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 $778 million and $900 million of our common stock in the years ended December 31, 2016 and 2015, respectively.
Quarterly Dividends
In July 2013, the Board of Directors authorized a dividend increase of 25 percent from $0.50 per share to $0.625 per share on a quarterly basis effective in the third quarter. In July 2012, the Board of Directors authorized a 25 percent increase to our quarterly cash dividend on our common stock from $0.40 per share to $0.50 per share. In July 2011, the Board of Directors approved a 52 percent increase to our quarterly cash dividend on our common stock from $0.2625 per share to $0.40 per share. Cash dividends per share paid to common shareholders for the last three years were as follows:
|
| | | | | | | | | | | | |
| | | Quarterly Dividends |
| | | 2013 | | 2012 | | 2011 |
| First quarter | | $ | 0.50 |
| | $ | 0.40 |
| | $ | 0.2625 |
|
| Second quarter | | 0.50 |
| | 0.40 |
| | 0.2625 |
|
| Third quarter | | 0.625 |
| | 0.50 |
| | 0.40 |
|
| Fourth quarter | | 0.625 |
| | 0.50 |
| | 0.40 |
|
| Total | | $ | 2.25 |
| | $ | 1.80 |
| | $ | 1.325 |
|
Total dividends paid to common shareholders in 2013, 20122016, 2015 and 20112014 were $420$676 million, $340$622 million and $255$512 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 2016, the Board of Directors authorized an increase to our quarterly dividend of 5.1 percent from $0.975 per share to $1.025. In July 2015, the Board of Directors authorized a 25 percent increase to our quarterly cash dividend on our common stock from $0.78 per share to $0.975 per share. In July 2014, the Board of Directors approved a 25 percent increase to our quarterly dividend on our common stock from $0.625 per share to $0.78 per share. Cash dividends per share paid to common shareholders for the last three years were as follows:
|
| | | | | | | | | | | | |
| | | Quarterly Dividends |
| | | 2016 | | 2015 | | 2014 |
| First quarter | | $ | 0.975 |
| | $ | 0.78 |
| | $ | 0.625 |
|
| Second quarter | | 0.975 |
| | 0.78 |
| | 0.625 |
|
| Third quarter | | 1.025 |
| | 0.975 |
| | 0.78 |
|
| Fourth quarter | | 1.025 |
| | 0.975 |
| | 0.78 |
|
| Total | | $ | 4.00 |
| | $ | 3.51 |
| | $ | 2.81 |
|
Employee Benefits Trust
In 1997, we established the Employee Benefits Trust (EBT) funded with common stock for use in meeting our future obligations under employee benefit and compensation plans. The primary sources of cash for the EBT are dividends received on unallocated shares of our common stock held by the EBT. The EBT may be used to fund matching contributions to employee accounts in the 401(k) Retirement Savings Plan (RSP) made in proportion to employee contributions under the terms of the RSP. In addition, we may direct the trustee to sell shares of the EBT on the open market to fund other non-qualified employee benefit plans. Matching contributions charged to income for the years ended December 31, 2013, 20122016, 2015 and 20112014 were $24$23 million, $27$25 million and $28$24 million, respectively.
NOTE 16.14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)LOSS
Following are the changes in accumulated other comprehensive income (loss) by component: | | | 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 | | 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, 2010 | | $ | (646 | ) | | $ | (90 | ) | | $ | 4 |
| | $ | 12 |
| | $ | (720 | ) | | |
| | |
| |
| Balance at December 31, 2013 | | | $ | (611 | ) | | $ | (179 | ) | | $ | 7 |
| | $ | (1 | ) | | $ | (784 | ) | | |
| | |
|
| Other comprehensive income before reclassifications | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Before tax amount | | (155 | ) | | (121 | ) | | 3 |
| | (26 | ) | | (299 | ) | | $ | (39 | ) | | $ | (338 | ) | | (196 | ) | | (241 | ) | | 2 |
| | 2 |
| | (433 | ) | | $ | (7 | ) | | $ | (440 | ) |
| Tax (provision) benefit | | 46 |
| | 13 |
| | — |
| | 11 |
| | 70 |
| | — |
| | 70 |
| |
| Tax benefit (expense) | | | 92 |
| | 14 |
| | (1 | ) | | (1 | ) | | 104 |
| | — |
| | 104 |
|
| After tax amount | | (109 | ) | | (108 | ) | | 3 |
| | (15 | ) | | (229 | ) | | (39 | ) | | (268 | ) | | (104 | ) | | (227 | ) | | 1 |
| | 1 |
| | (329 | ) | | (7 | ) | | (336 | ) |
Amounts reclassified from accumulated other comprehensive income(1) | | 31 |
| | — |
| | (3 | ) | | (17 | ) | | 11 |
| | 1 |
| | 12 |
| |
Amounts reclassified from accumulated other comprehensive income(1)(2) | | | 46 |
| | — |
| | (9 | ) | | (2 | ) | | 35 |
| | (4 | ) | | 31 |
|
| Net current period other comprehensive income (loss) | | (78 | ) | | (108 | ) | | — |
| | (32 | ) | | (218 | ) | | $ | (38 | ) | | $ | (256 | ) | | (58 | ) | | (227 | ) | | (8 | ) | | (1 | ) | | (294 | ) | | $ | (11 | ) | | $ | (305 | ) |
| Balance at December 31, 2011 | | $ | (724 | ) | | $ | (198 | ) | | $ | 4 |
| | $ | (20 | ) | | $ | (938 | ) | | |
| | |
| |
| Balance at December 31, 2014 | | | $ | (669 | ) | | $ | (406 | ) | | $ | (1 | ) | | $ | (2 | ) | | $ | (1,078 | ) | | |
| | |
|
| Other comprehensive income before reclassifications | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Before tax amount | | $ | (164 | ) | | $ | 51 |
| | $ | 6 |
| | $ | 16 |
| | $ | (91 | ) | | $ | (8 | ) | | $ | (99 | ) | | (81 | ) | | (366 | ) | | — |
| | 17 |
| | (430 | ) | | $ | (15 | ) | | $ | (445 | ) |
| Tax (provision) benefit | | 54 |
| | (14 | ) | | (2 | ) | | (4 | ) | | 34 |
| | — |
| | 34 |
| |
| Tax benefit (expense) | | | 35 |
| | 76 |
| | — |
| | (1 | ) | | 110 |
| | — |
| | 110 |
|
| After tax amount | | (110 | ) | | 37 |
| | 4 |
| | 12 |
| | (57 | ) | | (8 | ) | | (65 | ) | | (46 | ) | | (290 | ) | | — |
| | 16 |
| | (320 | ) | | (15 | ) | | (335 | ) |
Amounts reclassified from accumulated other comprehensive income(1)(2) | | 40 |
| | — |
| | (3 | ) | | 8 |
| | 45 |
| | 1 |
| | 46 |
| | 61 |
| | — |
| | (1 | ) | | (10 | ) | | 50 |
| | — |
| | 50 |
|
| Net current period other comprehensive income (loss) | | (70 | ) | | 37 |
| | 1 |
| | 20 |
| | (12 | ) | | $ | (7 | ) | | $ | (19 | ) | | 15 |
| | (290 | ) | | (1 | ) | | 6 |
| | (270 | ) | | $ | (15 | ) | | $ | (285 | ) |
| Balance at December 31, 2012 | | $ | (794 | ) | | $ | (161 | ) | | $ | 5 |
| | $ | — |
| | $ | (950 | ) | | |
| | |
| |
| Balance at December 31, 2015 | | | $ | (654 | ) | | $ | (696 | ) | | $ | (2 | ) | | $ | 4 |
| | $ | (1,348 | ) | | |
| | |
|
| Other comprehensive income before reclassifications | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Before tax amount | | 206 |
| | (31 | ) | | 16 |
| | (6 | ) | | 185 |
| | $ | (28 | ) | | $ | 157 |
| | (111 | ) | | (469 | ) | | 1 |
| | (38 | ) | | (617 | ) | | $ | (17 | ) | | $ | (634 | ) |
| Tax (provision) benefit | | (87 | ) | | 13 |
| | (9 | ) | | 3 |
| | (80 | ) | | — |
| | (80 | ) | |
| Tax benefit | | | 44 |
| | 38 |
| | — |
| | 6 |
| | 88 |
| | — |
| | 88 |
|
| After tax amount | | 119 |
| | (18 | ) | | 7 |
| | (3 | ) | | 105 |
| | (28 | ) | | 77 |
| | (67 | ) | | (431 | ) | | 1 |
| | (32 | ) | | (529 | ) | | (17 | ) | | (546 | ) |
Amounts reclassified from accumulated other comprehensive income(1)(2) | | 64 |
| | — |
| | (5 | ) | | 2 |
| | 61 |
| | (1 | ) | | 60 |
| | 36 |
| | — |
| | — |
| | 20 |
| | 56 |
| | — |
| | 56 |
|
| Net current period other comprehensive income (loss) | | 183 |
| | (18 | ) | | 2 |
| | (1 | ) | | 166 |
| | $ | (29 | ) | | $ | 137 |
| | (31 | ) | | (431 | ) | | 1 |
| | (12 | ) | | (473 | ) | | $ | (17 | ) | | $ | (490 | ) |
| Balance at December 31, 2013 | | $ | (611 | ) | | $ | (179 | ) | | $ | 7 |
| | $ | (1 | ) | | $ | (784 | ) | | |
| | |
| |
| Balance at December 31, 2016 | | | $ | (685 | ) | | $ | (1,127 | ) | | $ | (1 | ) | | $ | (8 | ) | | $ | (1,821 | ) | | |
| | |
|
(1)Amounts are net of tax.
(2)See reclassifications out of accumulated other comprehensive (loss) income (loss) disclosure below for further details.
Following are the items reclassified out of accumulated other comprehensive (loss) income (loss) and the related tax effects:
| | | In millions | | For the year ended, | | | Years ended December 31, | |
| (Gain)/Loss Components | | December 31, 2013 | | Statement of Income Location | | 2016 | | 2015 | | 2014 | | Statement of Income Location |
| Realized (gain) loss on marketable securities | | $ | (13 | ) | | Other income (expense), net | |
| Income tax expense | | 7 |
| | Income tax expense | |
| Net realized (gain) loss on marketable securities | | (6 | ) | | | |
| Change in pensions and other postretirement defined benefit plans | | | | | | | | |
| Recognized actuarial loss | | | $ | 53 |
| | $ | 87 |
| | $ | 63 |
| | (1) |
| Tax effect | | | (17 | ) | | (26 | ) | | (17 | ) | | Income tax expense |
| Net change in pensions and other postretirement defined benefit plans | | | 36 |
| | 61 |
| | 46 |
| |
| | | | | | | | | | | |
| Realized (gain) loss on derivatives | | |
| | | |
| Realized gain on marketable securities | | | — |
| | (1 | ) | | (14 | ) | | Other income (expense), net |
| Tax effect | | | — |
| | — |
| | 1 |
| | Income tax expense |
| Net realized gain on marketable securities | | | — |
| | (1 | ) | | (13 | ) | | |
| | | | | | | | | |
| Realized loss (gain) on derivatives | | | |
| | | | | | |
| Foreign currency forward contracts | | 2 |
| | Net sales | | 27 |
| | (11 | ) | | (5 | ) | | Net sales |
| Commodity swap contracts | | 1 |
| | Cost of sales | | — |
| | — |
| | 2 |
| | Cost of sales |
| Total before taxes | | 3 |
| | | | 27 |
| | (11 | ) | | (3 | ) | | |
| Income tax expense | | (1 | ) | | Income tax expense | |
| Net realized (gain) loss on derivatives | | 2 |
| | | |
| | | | | |
| Change in pension and other postretirement defined benefit plans | | |
| | | |
| Recognized actuarial loss | | 95 |
| | (1) | |
| Total before taxes | | 95 |
| | | |
| Income tax expense | | (31 | ) | | Income tax expense | |
| Net change in pensions and other postretirement defined benefit plans | | 64 |
| | | |
| Tax effect | | | (7 | ) | | 1 |
| | 1 |
| | Income tax expense |
| Net realized loss (gain) on derivatives | | | 20 |
| | (10 | ) | | (2 | ) | | |
| | | | | | | | | | | |
| Total reclassifications for the period | | $ | 60 |
| | | | $ | 56 |
| | $ | 50 |
| | $ | 31 |
| | |
(1) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 12)8, ''PENSION AND OTHER POSTRETIREMENT BENEFITS'').
NOTE 17.15. STOCK INCENTIVE AND STOCK OPTION PLANS
In May 2012, our shareholdersWe have a shareholder approved the 2012 Omnibus Planstock incentive plan (the Plan), which replaced and succeeded the 2003 Stock Incentive Plan. The Plan allows for the granting of equity awards covering up to 3.5 million shares 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 and years. Stock options granted have a two-yearthree-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 as ofat 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. Fifty stock options are granted forFor every even block of 100 KESIP shares purchased by the employee.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-yearthree-year performance period. Employees leaving the company prior to the end of the three-year performance period forfeit shares granted to them. 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 four-year restriction period on a straight-line basis.
CompensationEmployee compensation expense (net of estimated forfeitures) related to our share-based plans for the yearyears ended December 31, 2013, 20122016, 2015 and 2011,2014, was approximately $34$31 million, $22 million and $35 million, respectively. In addition, non-employee director share-based compensation expense for the years ended December 31, 2016, 2015 and $402014, was approximately $1 million, $2 million and $1 million, respectively. Shares granted to non-employee directors vest immediately and have no restrictions or performance conditions. The excess tax benefit/(deficiency)benefit associated with our employee share-based plans for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, was $13$1 million, $14$1 million and $5 million, respectively. The total unrecognized compensation expense (net of estimated forfeitures) related to nonvested awards for our employee share-based plans was approximately $34$28 million at December 31, 2013,2016, and is expected to be recognized over a weighted-average period of less than one year.two years.
The tables below summarize the employee share-based activity in the Plan:
| | | | | Options | | Weighted-average Exercise Price | | Weighted-average Remaining Contractual Life (in years) | | Aggregate Intrinsic Value (in millions) | | Options | | Weighted-average Exercise Price | | Weighted-average Remaining Contractual Life (in years) | | Aggregate Intrinsic Value (in millions) |
| Balance at December 31, 2010 | | 1,073,595 |
| | $ | 37.92 |
| | | | |
| |
| Balance at December 31, 2013 | | | 1,462,336 |
| | $ | 95.35 |
| | | | |
|
| Granted | | 316,159 |
| | 115.71 |
| | | | |
| | 350,630 |
| | 148.98 |
| | | | |
|
| Exercised | | (134,520 | ) | | 23.93 |
| | | | |
| | (175,526 | ) | | 82.06 |
| | | | |
|
| Forfeited | | (12,197 | ) | | 57.68 |
| | | | |
| | (10,716 | ) | | 102.56 |
| | | | |
|
| Balance at December 31, 2011 | | 1,243,037 |
| | 59.02 |
| | | | |
| |
| Balance at December 31, 2014 | | | 1,626,724 |
| | 108.30 |
| | | | |
|
| Granted | | 321,945 |
| | 119.34 |
| | | | |
| | 476,205 |
| | 135.21 |
| | | | |
|
| Exercised | | (241,815 | ) | | 31.73 |
| | | | |
| | (53,545 | ) | | 82.89 |
| | | | |
|
| Forfeited | | (13,999 | ) | | 67.86 |
| | | | |
| | (19,698 | ) | | 135.89 |
| | | | |
|
| Balance at December 31, 2012 | | 1,309,168 |
| | 78.80 |
| | | | |
| |
| Balance at December 31, 2015 | | | 2,029,686 |
| | 115.02 |
| | | | |
|
| Granted | | 432,370 |
| | 112.07 |
| | | | |
| | 984,430 |
| | 109.24 |
| | | | |
|
| Exercised | | (265,528 | ) | | 40.48 |
| | | | |
| | (215,890 | ) | | 87.27 |
| | | | |
|
| Forfeited | | (13,674 | ) | | 105.19 |
| | | | |
| | (63,462 | ) | | 119.56 |
| | | | |
|
| Balance at December 31, 2013 | | 1,462,336 |
| | $ | 95.35 |
| | 7.33 | | $ | 66 |
| |
| Balance at December 31, 2016 | | | 2,734,764 |
| | $ | 115.02 |
| | 7.12 | | $ | 64 |
|
| | | | | | | | | | | | | |
| Exercisable, December 31, 2011 | | 721,210 |
| | $ | 38.75 |
| | 6.25 | | $ | 38 |
| |
| Exercisable, December 31, 2012 | | 785,869 |
| | $ | 51.40 |
| | 6.26 | | $ | 44 |
| |
| Exercisable, December 31, 2013 | | 758,936 |
| | $ | 76.85 |
| | 5.94 | | $ | 48 |
| |
| Exercisable, December 31, 2014 | | | 903,059 |
| | $ | 92.18 |
| | 6.05 | | $ | 48 |
|
| Exercisable, December 31, 2015 | | | 1,318,101 |
| | $ | 100.55 |
| | 5.73 | | $ | 13 |
|
| Exercisable, December 31, 2016 | | | 1,149,549 |
| | $ | 104.19 |
| | 4.81 | | $ | 38 |
|
The weighted-average grant date fair value of options granted during the years ended December 31, 2013, 20122016, 2015 and 2011,2014, was $48.00, $54.25$25.28, $35.25 and $51.23,$49.16, respectively. The total intrinsic value of options exercised during the years ended December 31, 2013, 20122016, 2015 and 2011,2014, was approximately $22$9 million, $19$3 million and $12 million, respectively.
The weighted-average grant date fair value of performance and restricted shares was as follows:
| | | | | Performance Shares | | Restricted Shares | | Performance Shares | | Restricted Shares |
| Nonvested | | Shares | | Weighted-average
Fair Value | | Shares | | Weighted-average
Fair Value | | Shares | | Weighted-average
Fair Value | | Shares | | Weighted-average
Fair Value |
| Balance at December 31, 2010 | | 481,771 |
| | $ | 45.10 |
| | 69,890 |
| | $ | 51.94 |
| |
| Balance at December 31, 2013 | | | 475,913 |
| | $ | 109.93 |
| | 32,541 |
| | $ | 81.49 |
|
| Granted | | 229,436 |
| | 86.65 |
| | 13,555 |
| | 108.51 |
| | 206,031 |
| | 130.38 |
| | — |
| | — |
|
| Vested | | (178,653 | ) | | 48.03 |
| | (1,600 | ) | | 42.61 |
| | (207,093 | ) | | 107.64 |
| | (21,266 | ) | | 65.88 |
|
| Forfeited | | (7,163 | ) | | 59.15 |
| | — |
| | — |
| | (8,158 | ) | | 121.18 |
| | — |
| | — |
|
| Balance at December 31, 2011 | | 525,391 |
| | 62.05 |
| | 81,845 |
| | 61.49 |
| |
| Balance at December 31, 2014 | | | 466,693 |
| | 119.78 |
| | 11,275 |
| | 110.94 |
|
| Granted | | 325,590 |
| | 89.92 |
| | 3,150 |
| | 91.68 |
| | 133,975 |
| | 128.48 |
| | — |
| | — |
|
| Vested | | (194,484 | ) | | 25.46 |
| | (22,766 | ) | | 52.16 |
| | (112,901 | ) | | 115.48 |
| | (7,021 | ) | | 110.66 |
|
| Forfeited | | (26,413 | ) | | 91.94 |
| | — |
| | — |
| | (67,398 | ) | | 118.71 |
| | — |
| | — |
|
| Balance at December 31, 2012 | | 630,084 |
| | 86.49 |
| | 62,229 |
| | 66.43 |
| |
| Balance at December 31, 2015 | | | 420,369 |
| | 123.88 |
| | 4,254 |
| | 111.40 |
|
| Granted | | 176,649 |
| | 106.40 |
| | 7,506 |
| | 114.56 |
| | 169,150 |
| | 98.26 |
| | 8,089 |
| | 117.69 |
|
| Vested | | (303,882 | ) | | 61.48 |
| | (26,901 | ) | | 62.03 |
| | (115,680 | ) | | 106.55 |
| | (2,502 | ) | | 114.57 |
|
| Forfeited | | (26,938 | ) | | 85.07 |
| | (10,293 | ) | | 65.41 |
| | (69,345 | ) | | 110.52 |
| | — |
| | — |
|
| Balance at December 31, 2013 | | 475,913 |
| | $ | 109.93 |
| | 32,541 |
| | $ | 81.49 |
| |
| Balance at December 31, 2016 | | | 404,494 |
| | $ | 120.41 |
| | 9,841 |
| | $ | 115.76 |
|
The total vesting date fair value of performance shares vested during the years ended December 31, 2013, 20122016, 2015 and 20112014 was $35$12 million, $24$11 million and $17$30 million, respectively. The total fair value of restricted shares vested was $3less than $1 million, $3$1 million and less than $1$3 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively.
The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:
| | | | | Years ended December 31, | | | | | | | |
| | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Expected life (years) | | 5 |
| | 5 |
| | 5 |
| | 5 |
| | 5 |
| | 5 |
|
| Risk-free interest rate | | 0.79 | % | | 1.05 | % | | 1.87 | % | | 1.34 | % | | 1.41 | % | | 1.80 | % |
| Expected volatility | | 56.59 | % | | 58.98 | % | | 55.39 | % | | 30.96 | % | | 33.06 | % | | 41.17 | % |
| Dividend yield | | 1.55 | % | | 1.30 | % | | 1.30 | % | | 2.10 | % | | 1.69 | % | | 1.61 | % |
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.
Dividend yield—The dividend yield assumption is based on our history and expectation of dividend payouts.
NOTE 18.16. NONCONTROLLING INTERESTINTERESTS
Noncontrolling interests in the equity of consolidated subsidiaries were as follows:
| | | | | December 31, | | December 31, |
| In millions | | 2013 | | 2012 | | 2016 | | 2015 |
| Cummins India Ltd. | | $ | 252 |
| | $ | 260 |
| | $ | 285 |
| | $ | 271 |
|
Wuxi Cummins Turbo Technologies Co. Ltd. | | 81 |
| | 75 |
| | — |
| | 54 |
|
| Other | | 27 |
| | 36 |
| | 14 |
| | 19 |
|
| Total | | $ | 360 |
| | $ | 371 |
| | $ | 299 |
| | $ | 344 |
|
(1) In December 2016, we purchased the remaining interest in Wuxi Cummins Turbo Technologies Co. Ltd. See Note 18, "ACQUISITIONS," for additional information.
NOTE 19. RESTRUCTURING AND OTHER CHARGES
We executed restructuring actions primarily in the form of involuntary separation programs in the fourth quarter of 2012. These actions were in response to reduced demand in our U.S. businesses and most key markets around the world in the second half of 2012, as well as a reduction in orders in most U.S. and global markets for 2013. We reduced our worldwide professional workforce by approximately 650 employees, or 3 percent. We also reduced our hourly workforce by approximately 650 employees. During 2012, we incurred a pre-tax charge related to the professional and hourly workforce reductions of approximately $49 million.
Employee termination and severance costs were recorded based on approved plans developed by the businesses and corporate management which specified positions to be eliminated, benefits to be paid under existing severance plans or statutory requirements and the expected timetable for completion of the plan. Estimates of restructuring were made based on information available at the time charges were recorded.
We incurred a $1 million charge for lease terminations and a $2 million charge for asset impairments and other non-cash charges. During 2012, we recorded restructuring and other charges of $52 million ($35 million after-tax). These restructuring actions included:
|
| | | |
| In millions | Year ended December 31, 2012 |
| Workforce reductions | $ | 49 |
|
| Exit activities | 1 |
|
| Other | 2 |
|
| Restructuring and other charges | $ | 52 |
|
Restructuring and other charges were included in each segment in our operating results as follows:
|
| | | |
| In millions | Year ended December 31, 2012 |
| Engine | $ | 20 |
|
| Distribution | 14 |
|
| Power Generation | 12 |
|
| Components | 6 |
|
| Restructuring and other charges | $ | 52 |
|
The table below summarizes where the restructuring and other charges are located in our Consolidated Statements of Income for the year ended December 31, 2012.
|
| | | |
| In millions | Year ended December 31, 2012 |
| Cost of sales | $ | 29 |
|
| Selling, general and administrative expenses | 20 |
|
| Research, development and engineering expenses | 3 |
|
| Restructuring and other charges | $ | 52 |
|
At December 31, 2013, of the approximately 1,300 employees affected by this plan, substantially all terminations have been completed.
The table below summarizes the activity and balance of accrued restructuring charges, which is included in "Other accrued expenses" in our Consolidated Balance Sheets for the years ended December 31, 2012 and 2013.
|
| | | | |
| In millions | | |
2012 Restructuring charges(1) | | $ | 50 |
|
| Cash payments for 2012 actions | | (25 | ) |
| Balance at December 31, 2012 | | 25 |
|
| Cash payments for 2012 actions | | (22 | ) |
Change in estimate(2) | | (3 | ) |
| Balance at December 31, 2013 | | $ | — |
|
| |
(1)
| Restructuring charges include severance pay and benefits and related charges and lease termination costs. |
| |
(2)
| Due to the inherent uncertainty involved in calculating the initial estimates, the actual amounts paid for such activities differed slightly from the amounts initially recorded. We have adjusted the previous estimates accordingly. |
NOTE 20.17. EARNINGS PER SHARE
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 EBT (see Note 15,13, "SHAREHOLDERS' EQUITY") from the calculation of the weighted-average common shares outstanding until those shares are distributed from the EBT to the RSP. Following are the computations for basic and diluted earnings per share:
| | | | | Years ended December 31, | | Years ended December 31, |
| Dollars in millions, except per share amounts | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Net income attributable to Cummins Inc. | | $ | 1,483 |
| | $ | 1,645 |
| | $ | 1,848 |
| | $ | 1,394 |
| | $ | 1,399 |
| | $ | 1,651 |
|
| | | | | | | | | | | | | |
| Weighted-average common shares outstanding | | | | | | | | | | | | |
| Basic | | 186,994,382 |
| | 189,286,821 |
| | 192,972,211 |
| | 169,038,410 |
| | 178,037,581 |
| | 182,637,568 |
|
| Dilutive effect of stock compensation awards | | 423,459 |
| | 381,883 |
| | 625,667 |
| | 298,206 |
| | 369,247 |
| | 441,727 |
|
| Diluted | | 187,417,841 |
| | 189,668,704 |
| | 193,597,878 |
| | 169,336,616 |
| | 178,406,828 |
| | 183,079,295 |
|
| Earnings per common share attributable to Cummins Inc. | | | | | | | | | | | | |
| Basic | | $ | 7.93 |
| | $ | 8.69 |
| | $ | 9.58 |
| | $ | 8.25 |
| | $ | 7.86 |
| | $ | 9.04 |
|
| Diluted | | 7.91 |
| | 8.67 |
| | 9.55 |
| | 8.23 |
| | 7.84 |
| | 9.02 |
|
The weighted-average diluted common shares outstanding for 2013, 2012 and 2011 excludes the anti-dilutive effect of 359,641, 453,893 and 177,460 weighted-average shares, respectively, of commoncertain stock options since such options had an exercise price in excess of the monthly average market value of our common stock during that year.
NOTE 21. DERIVATIVESstock. The options excluded from diluted earnings per share were as follows:
We are exposed to financial risk resulting from volatility in foreign exchange rates, commodity prices and interest rates. This risk is closely monitored and managed through the use of financial derivative instruments including foreign currency forward contracts, commodity swap contracts, commodity zero-cost collars and interest rate swaps. As stated in our policies and procedures, financial derivatives are used expressly for hedging purposes and under no circumstances are they used for speculative purposes. When material, we adjust the value of our derivative contracts for counter-party 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. |
| | | | | | | | | |
| | | Years ended December 31, |
| | | 2016 | | 2015 | | 2014 |
| Options excluded | | 1,091,799 |
| | 866,262 |
| | 165,840 |
|
Foreign Exchange RatesNOTE 18. ACQUISITIONS
As a result of our international business presence,In 2016, we are exposed to foreign currency exchange 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 one year. These foreign currency forward contracts are designated and qualify as foreign currency cash flow hedges under GAAP. The effective portioncompleted the acquisition of the unrealized gain or loss on the forward contract is deferred and reported as a component of “Accumulated other comprehensive loss” (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.last two partially-owned North American distributors. The ineffective portion of the hedge, if any, is recognized in current income during the period of change. As of December 31, 2013, the amount we expect to reclassify from AOCL to income over the next year is an unrealized net gain of $4 million. Forjoint venture acquisitions for the years ended December 31, 20132016, 2015 and 2012, there2014 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.
The table below summarizes our outstanding foreign currency forward contracts. Only the U.S. dollar forward contracts are designated and qualify for hedge accounting as of each period presented below. The currencies in this table represent 94 percent and 95 percent of the notional amounts of contracts outstanding as of December 31, 2013 and 2012.follows:
|
| | | | | | |
| | | Notional amount in millions |
| Currency denomination | | December 31,
2013 | | December 31,
2012 |
| United States Dollar (USD) | | 98 |
| | 110 |
|
| British Pound Sterling (GBP) | | 170 |
| | 227 |
|
| Euro (EUR) | | 32 |
| | 28 |
|
| Singapore Dollar (SGD) | | — |
| | 3 |
|
| Indian Rupee (INR) | | 3,118 |
| | 1,943 |
|
| Japanese Yen (JPY) | | 1,357 |
| | 384 |
|
| Canadian Dollar (CAD) | | 14 |
| | 59 |
|
| South Korea Won (KRW) | | 21,855 |
| | 35,266 |
|
| Chinese Renmimbi (CNY) | | 331 |
| | 45 |
|
| Brazilian Real (BRL) | | 79 |
| | — |
|
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 swap 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. Certain commodity swap contracts are derivative contracts that are designated as cash flow hedges under GAAP. We also have commodity swap contracts that represent an economic hedge, but are not designated for hedge accounting and are marked to market through earnings. For those contracts that qualify for hedge accounting, the effective portion of the unrealized gain or loss is deferred and reported as a component of AOCL. When the hedged forecasted transaction (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. The ineffective portion of the hedge, if any, is recognized in current income in the period in which the ineffectiveness occurs. As of December 31, 2013, we expect to reclassify an unrealized net loss of $4 million from AOCL to income over the next year. Our internal policy allows for managing these cash flow hedges for up to three years.
The following table summarizes our outstanding commodity swap contracts that were entered into to hedge the cost of certain raw material purchases:
|
| | | | | | | | | | | | | | |
| Dollars in millions | | December 31, 2013 | | | December 31, 2012 | |
| Commodity | | Notional Amount | | Quantity | | | Notional Amount | | Quantity | |
| Copper | | $ | — |
| | — | (1) | | $ | 24 |
| | 3,025 metric tons | (1) |
| Platinum | | 61 |
| | 41,403 troy ounces | (2) | | 71 |
| | 45,126 troy ounces | (2) |
| Palladium | | 16 |
| | 21,790 troy ounces | (2) | | 10 |
| | 14,855 troy ounces | (2) |
(1)A metric ton is a measurement of mass equal to 1,000 kilograms.
(2)A troy ounce is a measurement of mass equal to approximately 31 grams.
In 2012, we began to use a combination of call and put option contracts for copper in net-zero-cost collar arrangements (zero-cost collars) that establish ceiling and floor prices for copper. These contracts are used strictly for hedging and not for speculative purposes. For these zero-cost collars, if the average price of the copper during the calculation period is within the call and put price, the zero-cost collar contracts expire at no cost to us. If the price falls below the floor, the counter-party to the collar receives the difference from us and if the price rises above the ceiling, the counter-party pays the difference to us. We believe that these zero-cost collars will act as economic hedges; however we have chosen not to designate them as hedges for accounting purposes.
The following table summarizes our outstanding commodity zero-cost collar contracts that were entered into to hedge the cost of copper purchases:
|
| | | | | | | | |
| | | December 31, |
| | | 2013 | | 2012 |
| Average cap | | $ | 7,639 |
| | $ | 8,196 |
|
| Average floor | | 6,978 |
| | 7,005 |
|
Quantity in metric tons(1) | | 5,421 |
| | 4,100 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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(3) |
| 2016 | | | | | | | | | | | | | | | | | | | | |
| Wuxi Cummins Turbo Technologies Co. Ltd | | 12/05/16 | | 45 | % | | $ | 86 |
| | $ | — |
| | $ | 86 |
| | EQUITY | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Cummins Pacific LLC | | 10/04/16 | | 50 | % | | 30 |
| | 67 |
| | 99 |
| (4) | COMB | | 15 |
| | 4 |
| | 8 |
| | 391 |
|
| Cummins Northeast LLC | | 01/01/16 | | 35 | % | | 12 |
| | — |
| | 12 |
| | EQUITY | | — |
| | — |
| | — |
| | — |
|
| 2015 | | | | | | | | | | | | | | | | | | | | |
| Cummins Crosspoint LLC | | 08/03/15 | | 50% | | $ | 29 |
| | $ | 36 |
| | $ | 65 |
| | COMB | | $ | 10 |
| | $ | 7 |
| | $ | 2 |
| | $ | 258 |
|
| Cummins Atlantic LLC | | 08/03/15 | | 51% | | 21 |
| | 28 |
| | 49 |
| | COMB | | 8 |
| | 5 |
| | 6 |
| | 245 |
|
| Cummins Central Power LLC | | 06/29/15 | | 20.01% | | 8 |
| | — |
| | 8 |
| | EQUITY | | — |
| | — |
| | — |
| | — |
|
| 2014 | | | | | | | | | | | | | | | | | | | | |
| Cummins Bridgeway LLC | | 11/03/14 | | 54% | | $ | 32 |
| | $ | 45 |
| | $ | 77 |
| | COMB | | $ | 13 |
| | $ | 4 |
| | $ | 15 |
| | $ | 331 |
|
| Cummins NPower LLC | | 09/29/14 | | 50% | | 39 |
| | 34 |
| | 73 |
| | COMB | | 15 |
| | 7 |
| | 8 |
| | 374 |
|
| Cummins Power South LLC | | 09/29/14 | | 50% | | 19 |
| | 16 |
| | 35 |
| | COMB | | 7 |
| | 8 |
| | 1 |
| | 239 |
|
| Cummins Eastern Canada LP | | 08/04/14 | | 50% | | 30 |
| | 32 |
| | 62 |
| | COMB | | 18 |
| | 5 |
| | 4 |
| | 228 |
|
| Cummins Power Systems LLC | | 05/05/14 | | 30% | | 14 |
| | — |
| | 14 |
| | EQUITY | | — |
| | — |
| | — |
| | — |
|
| Cummins Southern Plains LLC | | 03/31/14 | | 50% | | 44 |
| | 48 |
| | 92 |
| | COMB | | 13 |
| | 1 |
| | 11 |
| | 433 |
|
| Cummins Mid-South LLC | | 02/14/14 | | 62.2% | | 57 |
| | 61 |
| | 118 |
| | COMB | | 7 |
| | 4 |
| | 8 |
| | 368 |
|
| |
(1) | A metric tonAll results from acquired entities were included in segment results subsequent to the acquisition date. Previously consolidated entities were accounted for as equity transactions (EQUITY). Newly consolidated entities were accounted for as business combinations (COMB) with gains recognized based on the requirement to remeasure our pre-existing ownership to fair value in accordance with GAAP and are included in the Consolidated Statements of Income as "Other income, net." |
| |
(2) | Intangible assets acquired in business combinations were mostly customer related, the majority of which will be amortized over a period of up to five years from the date of the acquisition. |
| |
(3) | Sales amounts are not fully incremental to our consolidated sales as the amount would be reduced by the elimination of sales to the previously unconsolidated entity. |
| |
(4) | The "Total Purchase Consideration" represents the total amount that will or is estimated to be paid to complete the acquisition. In some instances a measurementportion of mass equal to 1,000 kilograms.the acquisition payment has not yet been made and will be paid in future periods in accordance with the purchase contract. The total outstanding consideration at December 31, 2016, was $2 million. |
Interest Rate Risk
The final purchase price allocations for the significant acquisitions in 2016 and 2014 were as follows:
|
| | | | | | | | | | | | |
| In millions | | Pacific | | Southern Plains | | Mid-South |
| Accounts receivable | | $ | 65 |
| | $ | 63 |
| | $ | 71 |
|
| Inventory | | 35 |
| | 59 |
| | 70 |
|
| Fixed assets | | 56 |
| | 47 |
| | 37 |
|
| Intangible assets | | 8 |
| | 11 |
| | 8 |
|
| Goodwill | | 4 |
| | 1 |
| | 4 |
|
| Other current assets | | 10 |
| | 8 |
| | 10 |
|
| Current liabilities | | (46 | ) | | (53 | ) | | (43 | ) |
| Other long-term liability | | — |
| | — |
| | (4 | ) |
| Total business valuation | | 132 |
| | 136 |
| | 153 |
|
| Fair value of pre-existing interest | | (33 | ) | | (44 | ) | | (35 | ) |
| Total purchase consideration | | $ | 99 |
| | $ | 92 |
| | $ | 118 |
|
North American distributor acquisitions excluded from the table were deemed immaterial individually and in the aggregate for additional disclosure.
NOTE 19. IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS
We are exposedbegan 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. Since that time, and as of December 31, 2015, we capitalized investments of approximately $279 million, with a net book value prior to market risk from fluctuationsthe impairment of $246 million ($235 million of which was in interest rates.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 manageannounced an agreement with Nissan Motor Co. Ltd. in 2013 to supply our exposurelight-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 interest rate fluctuations throughsupply this product for an additional customer. In addition, the userecent 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 interest rate swaps. The objectivethese events presented a triggering event requiring an assessment of the swaps isrecoverability of these assets in the fourth quarter of 2015. The assessment indicated that the projected undiscounted cash flows related to more effectively balance our borrowing coststhis 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 interest rate risk.$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.
In November 2005, we entered into an interest rate swap to effectively convert our $250 million debt issue, due in 2028, from a fixed rate of 7.125 percent to a floating rate based on a LIBOR spread. The termsfair value of the swap mirror thoseasset group was estimated to be $35 million ($33 million for the Engine segment and $2 million for the Components segment) at December 31, 2015 and was calculated primarily using a cost approach with consideration of a market approach where secondary market information was available for the type and age of these assets. In the application of the debt,market approach, we determined that the liquidation value in-place reflected the best estimate of fair value. In the application of the cost approach we considered the current cost of replacing the assets with interest paid semi-annually. This swap qualifies as a reduction for physical deterioration given the age of the assets and a reduction for functional and economic obsolescence in the form of a discount reflecting the current and projected under-utilization of the assets. The fair value hedgeof these assets are considered Level 3 under GAAP. The gainthe fair value hierarchy as they are either derived from unobservable inputs or loss on this derivative instrumenthave significant adjustments to the observable inputs.
NOTE 20. RESTRUCTURING ACTIONS AND OTHER CHARGES
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 offsetting gain or loss onremainder of the hedged item attributable toreductions being involuntary. We incurred a charge of $90 million ($61 million after-tax) in the hedged risk are recognized in current income as “Interest expense.” The following table summarizes these gains and losses for the years presented below:
|
| | | | | | | | | | | | | | | | |
| | | For the years ended December 31, |
| In millions | | 2013 | | 2012 |
| Income Statement Classification | | Gain/(Loss) on
Swaps | | Gain/(Loss) on
Borrowings | | Gain/(Loss) on
Swaps | | Gain/(Loss) on
Borrowings |
| Interest expense | | $ | (39 | ) | | $ | 39 |
| | $ | 6 |
| | $ | (6 | ) |
Cash Flow Hedging
The following table summarizes the effect on our Consolidated Statementsfourth quarter of Income for derivative instruments classified as cash flow hedges for the years ended December 31, 2013 and 2012 presented below. The table does not include amounts2015, of which $86 million related to ineffectiveness as it was not materialseverance costs for the periods presented.both voluntary and involuntary terminations and $4 million for asset impairments and other charges.
|
| | | | | | | | | | | | | | | | | | |
| | | | | For the years ended December 31, |
| | | | | Amount of Gain/(Loss) Recognized in AOCL on Derivative (Effective Portion) | | Amount of Gain/(Loss) Reclassified from AOCL into Income (Effective Portion) |
| In millions | | Location of Gain/(Loss) Reclassified into Income (Effective Portion) | |
| Derivatives in Cash Flow Hedging Relationships | | 2013 | | 2012 | | 2013 | | 2012 |
| Foreign currency forward contracts | | Net sales | | $ | 1 |
| | $ | 8 |
| | $ | (2 | ) | | $ | (2 | ) |
| Commodity swap contracts | | Cost of sales | | (7 | ) | | 8 |
| | (1 | ) | | (9 | ) |
| Total | | | | $ | (6 | ) | | $ | 16 |
| | $ | (3 | ) | | $ | (11 | ) |
Derivatives Not DesignatedEmployee termination and severance costs were recorded based on approved plans developed by the businesses and corporate management which specified positions to be eliminated, benefits to be paid under existing severance plans or statutory requirements and the expected timetable for completion of the plan. Estimates of restructuring costs and benefits were made based on information available at the time charges were recorded. Due to the inherent uncertainty involved, actual amounts paid for such activities may differ from amounts initially recorded and we may need to revise previous estimates.
Restructuring actions and other charges were included in each segment in our operating results as Hedging Instruments
The following table summarizes the effect on our Consolidated Statements of Income for derivative instruments that are not classified as hedges for the years ended December 31, 2013 and 2012.follows:
|
| | | | | | | | | | |
| | | Location of Gain/(Loss) Recognized in Income on Derivatives | | Amount of Gain/(Loss) Recognized in Income on Derivatives |
| In millions | For the years ended December 31, |
| Derivatives Not Designated as Hedging Instruments | 2013 | | 2012 |
| Foreign currency forward contracts | | Cost of sales | | $ | (1 | ) | | $ | (4 | ) |
| Foreign currency forward contracts | | Other income (expense), net | | 3 |
| | 11 |
|
| Commodity zero-cost collars | | Cost of sales | | (2 | ) | | 1 |
|
|
| | | | |
In millions (1) | | Year ended December 31, 2015 |
| Power Systems | | $ | 26 |
|
| Distribution | | 23 |
|
| Engine | | 17 |
|
| Components | | 13 |
|
| Corporate | | 11 |
|
| Restructuring actions and other charges | | $ | 90 |
|
(1) The charges by segment were revised in conjunction with our segment realignment in the second quarter of 2016. See Note 21, "OPERATING SEGMENTS," for additional information.
Fair Value Amount and Location of Derivative InstrumentsAt December 31, 2016, substantially all terminations have been completed.
The following tables summarizetable below summarizes the locationactivity and fair valuebalance of derivative instruments onaccrued restructuring charges, which is included in "Other accrued expenses" in our Consolidated Balance Sheets:
|
| | | | | | | | | | |
| | | Derivative Assets |
| | | Fair Value | | |
| In millions | | December 31,
2013 | | December 31,
2012 | | Balance Sheet Location |
| Derivatives designated as hedging instruments | | | | | | |
| Interest rate contract | | $ | 49 |
| | $ | 88 |
| | Other assets |
| Foreign currency forward contracts | | 5 |
| | 2 |
| | Prepaid expenses and other current assets |
| Commodity swap contracts | | — |
| | 1 |
| | Prepaid expenses and other current assets |
| Total derivatives designated as hedging instruments | | 54 |
| | 91 |
| | |
| Derivatives not designated as hedging instruments | | | | | | |
| Foreign currency forward contracts | | 6 |
| | 1 |
| | Prepaid expenses and other current assets |
| Commodity zero-cost collars | | — |
| | 1 |
| | Other assets |
| Total derivatives not designated as hedging instruments | | 6 |
| | 2 |
| | |
| Total derivative assets | | $ | 60 |
| | $ | 93 |
| | |
|
| | | | |
| In millions | | Restructuring Accrual |
| Workforce reductions | | $ | 86 |
|
| Cash payments | | (26 | ) |
| Balance at December 31, 2015 | | 60 |
|
| Cash payments | | (58 | ) |
| Change in estimate | | (1 | ) |
| Balance at December 31, 2016 | | $ | 1 |
|
|
| | | | | | | | | | |
| | | Derivative Liabilities |
| | | Fair Value | | |
| In millions | | December 31,
2013 | | December 31,
2012 | | Balance Sheet Location |
| Derivatives designated as hedging instruments | | | | | | |
| Commodity swap contracts | | $ | 5 |
| | $ | 2 |
| | Other accrued expenses |
| Total derivatives designated as hedging instruments | | 5 |
| | 2 |
| | |
| Derivatives not designated as hedging instruments | | | | | | |
| Commodity zero-cost collars | | — |
| | 1 |
| | Other accrued expenses |
| Foreign currency forward contracts | | 5 |
| | — |
| | Other accrued expenses |
| Total derivatives not designated as hedging instruments | | 5 |
| | 1 |
| | |
| Total derivative liabilities | | $ | 10 |
| | $ | 3 |
| | |
We have elected to present our derivative contracts on a gross basis in our Consolidated Balance Sheets. Had we chosen to present on a net basis, we would have derivatives in a net asset position of$53 million and derivatives in a net liability position of $3 million.
NOTE 22.21. OPERATING SEGMENTS
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,Chief Operating Decision Maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. Cummins' chief operating decision-maker (CODM)Our CODM is the Chief ExecutiveOperating Officer.
We use segment 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.
As previously announced, beginning with the second quarter of 2016, we realigned certain of our reportable segments to be consistent with changes to our organizational structure and how the CODM monitors the performance of our segments. We reorganized our business to combine our Power Generation segment and our high-horsepower engine business to create the new Power Systems segment. Our reportable operating segments consist of Engine, Distribution, Components and Power Systems. We began to report results for our new reporting structure in the following: Engine,second quarter of 2016 and also reflected this change for historical periods.
We allocate certain common costs and expenses, primarily corporate functions, among segments. These include certain costs and expenses of shared services, such as information technology, human resources, legal, finance and supply chain management. In addition to the reorganization noted above, we reevaluated the allocation of these costs, considering the new segment structure created in April 2016 and adjusted our allocation methodology accordingly. The revised methodology, which is based on a combination of relative segment sales and relative service usage levels, is effective for the periods beginning after January 1, 2016 and resulted in the revision of our segment operating results, including segment EBIT, for all four segments for the first quarter of 2016 with a greater share of costs allocated to the Distribution and Components Power Generation and Distribution. Thissegments than in previous years. Prior periods were not revised for the new allocation methodology. These changes had no impact on our consolidated results.
Our new reporting structure is organized according to the products and markets each segment serves and allows management to focus its efforts on providing enhanced service to a wide range of customers.serves. The Engine segment produces engines (15 liters and less in size) and associated parts for sale to customers in on-highway and various industrialoff-highway markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, mining, agriculture, marine, oilpower generation systems and gas, rail and military equipment. The Components segment sells filtration products, aftertreatment systems, turbochargers and fuel systems. The Power Generation segment is an integrated provider of power systems, which sells engines, generator sets and alternators.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.
We use The Components segment EBIT (defined as earnings before interest expense, taxessells filtration products, aftertreatment systems, turbochargers and noncontrolling interests) as a primary basisfuel systems. The Power Systems segment is an integrated power provider, which designs, manufactures and sells engines (16 liters and larger) for the CODM to evaluate the performance of each of our operating segments. Segment amounts exclude certain expenses not specifically identifiable to segments.industrial applications (including mining, oil and gas and marine), standby and prime power generator sets, alternators and other power components.
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 have allocatedAs noted above, 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 and finance.segments. We also 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 flood damage gains or losses, divestiture gains or losses or income taxes to individual segments. Segment EBIT may not be consistent with measures used by other companies.
Summarized financial information regarding our reportable operating segments at December 31, is shown in the table below:
| | | In millions | | Engine | | Components | | Power Generation | | Distribution | | Non-segment Items(1) | | Total | | Engine | | Distribution | | Components | | Power Systems | | Intersegment Eliminations | | Total |
| 2013 | | | | | | | | | | | | | |
| 2016 | | | | | | | | | | | | | |
| External sales | | $ | 8,270 |
| | $ | 3,151 |
| | $ | 2,154 |
| | $ | 3,726 |
| | $ | — |
| | $ | 17,301 |
| | $ | 5,774 |
| | $ | 6,157 |
| | $ | 3,514 |
| | $ | 2,064 |
| | $ | — |
| | $ | 17,509 |
|
| Intersegment sales | | 1,743 |
| | 1,191 |
| | 877 |
| | 23 |
| | (3,834 | ) | | — |
| | 2,030 |
| | 24 |
| | 1,322 |
| | 1,453 |
| | (4,829 | ) | | — |
|
| Total sales | | 10,013 |
| | 4,342 |
| | 3,031 |
| | 3,749 |
| | (3,834 | ) | | 17,301 |
| | 7,804 |
| | 6,181 |
| | 4,836 |
| | 3,517 |
| | (4,829 | ) | | 17,509 |
|
Depreciation and amortization(2) | | 205 |
| | 96 |
| | 50 |
| | 54 |
| | — |
| | 405 |
| |
Depreciation and amortization (1) | | | 163 |
| | 116 |
| | 133 |
| | 115 |
| | — |
| | 527 |
|
| Research, development and engineering expenses | | | 226 |
| | 13 |
| | 208 |
| | 189 |
| | — |
| | 636 |
|
| Equity, royalty and interest income from investees | | | 148 |
| | 70 |
| | 41 |
| | 42 |
| | — |
| | 301 |
|
| Interest income | | | 10 |
| | 4 |
| | 4 |
| | 5 |
| | — |
| | 23 |
|
Loss contingency charges (2) | | | 138 |
| | — |
| | — |
| | — |
| | — |
| | 138 |
|
| Segment EBIT | | | 686 |
| | 392 |
| (3) | 641 |
| | 263 |
| (4) | 17 |
| | 1,999 |
|
| Net assets | | | 1,620 |
| | 2,604 |
| | 1,868 |
| | 2,629 |
| | — |
| | 8,721 |
|
| Investments and advances to equity investees | | | 427 |
| | 204 |
| | 176 |
| | 139 |
| | — |
| | 946 |
|
| Capital expenditures | | | 200 |
| | 96 |
| | 143 |
| | 92 |
| | — |
| | 531 |
|
| 2015 | | | | | | | | | | | | | |
| External sales | | | $ | 6,733 |
| | $ | 6,198 |
| | $ | 3,745 |
| | $ | 2,434 |
| | $ | — |
| | $ | 19,110 |
|
| Intersegment sales | | | 1,937 |
| | 31 |
| | 1,427 |
| | 1,633 |
| | (5,028 | ) | | — |
|
| Total sales | | | 8,670 |
| | 6,229 |
| | 5,172 |
| | 4,067 |
| | (5,028 | ) | | 19,110 |
|
Depreciation and amortization (1) | | | 187 |
| | 105 |
| | 109 |
| | 110 |
| | — |
| | 511 |
|
| Research, development and engineering expenses | | | 263 |
| | 10 |
| | 236 |
| | 226 |
| | — |
| | 735 |
|
| Equity, royalty and interest income from investees | | | 146 |
| | 78 |
| | 35 |
| | 56 |
| | — |
| | 315 |
|
| Interest income | | | 11 |
| | 4 |
| | 4 |
| | 5 |
| | — |
| | 24 |
|
Loss contingency charge (2) | | | 60 |
| | — |
| | — |
| | — |
| | — |
| | 60 |
|
Impairment of light-duty diesel assets (5) | | | 202 |
| | — |
| | 9 |
| | — |
| | — |
| | 211 |
|
Restructuring actions and other charges (6) | | | 17 |
| | 23 |
| | 13 |
| | 26 |
| | 11 |
| | 90 |
|
| Segment EBIT | | | 636 |
| | 412 |
| (3) | 727 |
| | 335 |
| | (20 | ) | | 2,090 |
|
| Net assets | | | 2,107 |
| | 2,330 |
| | 1,891 |
| | 2,736 |
| | — |
| | 9,064 |
|
| Investments and advances to equity investees | | | 445 |
| | 192 |
| | 150 |
| | 188 |
| | — |
| | 975 |
|
| Capital expenditures | | | 345 |
| | 125 |
| | 137 |
| | 137 |
| | — |
| | 744 |
|
| 2014 | | | | | | | | | | | | | |
| External sales | | | $ | 7,462 |
| | $ | 5,135 |
| | $ | 3,791 |
| | $ | 2,833 |
| | $ | — |
| | $ | 19,221 |
|
| Intersegment sales | | | 1,505 |
| | 39 |
| | 1,327 |
| | 1,581 |
| | (4,452 | ) | | — |
|
| Total sales | | | 8,967 |
| | 5,174 |
| | 5,118 |
| | 4,414 |
| | (4,452 | ) | | 19,221 |
|
Depreciation and amortization (1) | | | 163 |
| | 86 |
| | 106 |
| | 97 |
| | — |
| | 452 |
|
| Research, development and engineering expenses | | 416 |
| | 218 |
| | 73 |
| | 6 |
| | — |
| | 713 |
| | 265 |
| | 9 |
| | 230 |
| | 250 |
| | — |
| | 754 |
|
| Equity, royalty and interest income from investees | | 136 |
| | 28 |
| | 32 |
| | 165 |
| | — |
| | 361 |
| | 118 |
| | 148 |
| | 36 |
| | 68 |
| | — |
| | 370 |
|
| Interest income | | 16 |
| | 3 |
| | 6 |
| | 2 |
| | — |
| | 27 |
| | 9 |
| | 4 |
| | 4 |
| | 6 |
| | — |
| | 23 |
|
| Segment EBIT | | 1,041 |
| | 527 |
| | 218 |
| | 388 |
| (4) | (14 | ) | | 2,160 |
| | 1,031 |
| | 491 |
| (3) | 684 |
| | 361 |
| (7) | (69 | ) | | 2,498 |
|
| Net assets | | 4,323 |
| | 1,885 |
| | 1,801 |
| | 1,637 |
| | — |
| | 9,646 |
| | 2,401 |
| | 2,441 |
| | 2,152 |
| | 2,743 |
| | — |
| | 9,737 |
|
| Investments and advances to equity investees | | 419 |
| | 140 |
| | 110 |
| | 262 |
| | — |
| | 931 |
| | 415 |
| | 209 |
| | 164 |
| | 193 |
| | — |
| | 981 |
|
| Capital expenditures | | 372 |
| | 141 |
| | 106 |
| | 57 |
| | — |
| | 676 |
| | 268 |
| | 89 |
| | 162 |
| | 224 |
| | — |
| | 743 |
|
| 2012 | | | | | | | | | | | | | |
| External sales | | $ | 9,101 |
| | $ | 2,809 |
| | $ | 2,163 |
| | $ | 3,261 |
| | $ | — |
| | $ | 17,334 |
| |
| Intersegment sales | | 1,632 |
| | 1,203 |
| | 1,105 |
| | 16 |
| | (3,956 | ) | | — |
| |
| Total sales | | 10,733 |
| | 4,012 |
| | 3,268 |
| | 3,277 |
| | (3,956 | ) | | 17,334 |
| |
Depreciation and amortization(2) | | 192 |
| | 82 |
| | 47 |
| | 34 |
| | — |
| | 355 |
| |
| Research, development and engineering expenses | | 433 |
| | 213 |
| | 76 |
| | 6 |
| | — |
| | 728 |
| |
| Equity, royalty and interest income from investees | | 127 |
| | 29 |
| | 40 |
| | 188 |
| | — |
| | 384 |
| |
| Interest income | | 11 |
| | 3 |
| | 9 |
| | 2 |
| | — |
| | 25 |
| |
Segment EBIT(3) | | 1,248 |
| | 426 |
| | 285 |
| | 369 |
| (4) | (25 | ) | | 2,303 |
| |
| Net assets | | 3,373 |
| | 1,830 |
| | 1,582 |
| | 1,392 |
| | — |
| | 8,177 |
| |
| Investments and advances to equity investees | | 401 |
| | 127 |
| | 88 |
| | 281 |
| | — |
| | 897 |
| |
| Capital expenditures | | 399 |
| | 134 |
| | 95 |
| | 62 |
| | — |
| | 690 |
| |
| 2011 | | | | | | | | | | | | | |
| External sales | | $ | 9,649 |
| | $ | 2,886 |
| | $ | 2,492 |
| | $ | 3,021 |
| | $ | — |
| | $ | 18,048 |
| |
| Intersegment sales | | 1,658 |
| | 1,177 |
| | 1,006 |
| | 23 |
| | (3,864 | ) | | — |
| |
| Total sales | | 11,307 |
| | 4,063 |
| | 3,498 |
| | 3,044 |
| | (3,864 | ) | | 18,048 |
| |
Depreciation and amortization(2) | | 181 |
| | 73 |
| | 42 |
| | 25 |
| | — |
| | 321 |
| |
| Research, development and engineering expenses | | 397 |
| | 175 |
| | 54 |
| | 3 |
| | — |
| | 629 |
| |
| Equity, royalty and interest income from investees | | 166 |
| | 31 |
| | 47 |
| | 172 |
| | — |
| | 416 |
| |
| Interest income | | 18 |
| | 5 |
| | 8 |
| | 3 |
| | — |
| | 34 |
| |
| Segment EBIT | | 1,384 |
| | 470 |
| | 373 |
| | 386 |
| | 102 |
| | 2,715 |
| |
| Net assets | | 3,167 |
| | 1,467 |
| | 1,547 |
| | 1,123 |
| | — |
| | 7,304 |
| |
| Investments and advances to equity investees | | 398 |
| | 123 |
| | 79 |
| | 238 |
| | — |
| | 838 |
| |
| Capital expenditures | | 339 |
| | 141 |
| | 87 |
| | 55 |
| | — |
| | 622 |
| |
| |
(1) | Includes intersegment sales and profit in inventory eliminations and unallocated corporate expenses. There were no significant unallocated corporate expenses for the year ended December 31, 2013. The year ended December 31, 2012, included a $6 million gain ($4 million after-tax) related to adjustments from our 2011 divestitures and a $20 million charge ($12 million after-tax) related to legal matters. The year ended December 31, 2011, included a $68 million gain ($37 million after-tax) and a $53 million gain ($33 million after-tax) related to the Component segment sales of certain assets and liabilities from our exhaust and light-duty filtration businesses, respectively, and a $38 million gain ($24 million after-tax) related to the insurance settlement regarding the June 2008 flood in Southern Indiana. The gains and losses have been excluded from segment results as they were not considered in our evaluation of operating results for the years ended December 31, 2012 and 2011.
|
| |
(2)
| Depreciation and amortization as shown on a segment basis excludes the amortization of debt discount and deferred costs that are included in the Consolidated Statements of Income as "Interest expense." The amortization of debt discount and deferred costs were $3 million, $3 million and $3 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
| |
(2) | See Note 12, "COMMITMENTS AND CONTINGENCIES," for additional information. |
| |
(3) | SegmentDistribution segment EBIT included restructuringgains on the fair value adjustment resulting from the acquisition of controlling interests in North American distributors of $15 million, $18 million and other charges$73 million for each business segment of $20 million (Engine), $6 million (Components), $12 million (Power Generation)the years ended December 31, 2016, 2015 and $14 million (Distribution).2014, respectively. See NOTE 19, "RESTRUCTURING AND OTHER CHARGES,Note 18, "ACQUISITIONS," for additional detail.
information. |
| |
(4) | DistributionPower Systems segment EBIT for the year ended December 31, 2013, included a $7 million gain and $5 million gain for the fair value adjustment resulting from the acquisitions of a controlling interest in Northwest and Rocky Mountain, respectively. Distribution segment EBIT for the year ended December 31, 2012, included a $7$17 million gain on the fair value adjustment resulting from the acquisitionsale of a controlling interest in Central Power. an equity investee.
|
| |
(5) | See NOTE 2, "ACQUISITIONS AND DIVESTITURES,Note 19, "IMPAIRMENT OF LIGHT-DUTY DIESEL ASSETS," for additional detail.information. |
| |
(6) | See Note 20, "RESTRUCTURING ACTIONS AND OTHER CHARGES," for additional information. |
| |
(7) | Power Systems segment EBIT included $32 million of restructuring charges primarily related to the closure of a plant in Germany. |
A reconciliation of our segment information to the corresponding amounts in the Consolidated Statements of Income is shown in the table below:
| | | | | Years ended December 31, | | Years ended December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Total EBIT | | $ | 2,160 |
| | $ | 2,303 |
| | $ | 2,715 |
| |
| Total segment EBIT | | | $ | 1,999 |
| | $ | 2,090 |
| | $ | 2,498 |
|
| Less: Interest expense | | 41 |
| | 32 |
| | 44 |
| | 69 |
| | 65 |
| | 64 |
|
| Income before income taxes | | $ | 2,119 |
| | $ | 2,271 |
| | $ | 2,671 |
| | $ | 1,930 |
| | $ | 2,025 |
| | $ | 2,434 |
|
| | | | | December 31, | | December 31, |
| In millions | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Net assets for operating segments | | $ | 9,646 |
| | $ | 8,177 |
| | $ | 7,304 |
| | $ | 8,721 |
| | $ | 9,064 |
| | $ | 9,737 |
|
| Liabilities deducted in arriving at net assets | | 5,103 |
| | 4,913 |
| | 4,832 |
| | 6,152 |
| | 5,920 |
| | 6,009 |
|
| Pension and other postretirement benefit adjustments excluded from net assets | | (346 | ) | | (977 | ) | | (928 | ) | | (284 | ) | | (242 | ) | | (319 | ) |
| Deferred tax assets not allocated to segments | | 292 |
| | 410 |
| | 435 |
| | 420 |
| | 390 |
| | 314 |
|
| Debt-related costs not allocated to segments | | 33 |
| | 25 |
| | 25 |
| |
| Deferred debt costs not allocated to segments | | | 2 |
| | 2 |
| | 23 |
|
| Total assets | | $ | 14,728 |
| | $ | 12,548 |
| | $ | 11,668 |
| | $ | 15,011 |
| | $ | 15,134 |
| | $ | 15,764 |
|
The tables below present certain segment information by geographic area. Net sales attributed to geographic areas were based on the location of the customer.
|
| | | | | | | | | | | | |
| In millions | | Years ended December 31, |
| Net Sales | | 2016 | | 2015 | | 2014 |
| United States | | $ | 9,476 |
| | $ | 10,757 |
| | $ | 10,058 |
|
| International | | 8,033 |
| | 8,353 |
| | 9,163 |
|
| Total net sales | | $ | 17,509 |
| | $ | 19,110 |
| | $ | 19,221 |
|
Long-lived assets include property, plant and equipment, net of depreciation, investments and advances to equity investees and other assets, excluding deferred tax assets.assets, refundable taxes and deferred debt expenses.
| | | In millions | | Years ended as of December 31, | | December 31, |
| Net Sales | | 2013 | | 2012 | | 2011 | |
| Long-lived assets | | | 2016 | | 2015 | | 2014 |
| United States | | $ | 8,382 |
| | $ | 8,107 |
| | $ | 7,354 |
| | $ | 3,092 |
| | $ | 2,968 |
| | $ | 2,949 |
|
| China | | 1,194 |
| | 1,056 |
| | 1,452 |
| | 652 |
| | 668 |
| | 692 |
|
| India | | | 475 |
| | 450 |
| | 391 |
|
| United Kingdom | | | 254 |
| | 349 |
| | 339 |
|
| Netherlands | | | 197 |
| | 172 |
| | 156 |
|
| Brazil | | 882 |
| | 798 |
| | 1,286 |
| | 149 |
| | 124 |
| | 161 |
|
| India | | 630 |
| | 757 |
| | 859 |
| |
| Canada | | | 132 |
| | 133 |
| | 126 |
|
| Mexico | | 556 |
| | 692 |
| | 631 |
| | 131 |
| | 108 |
| | 96 |
|
| United Kingdom | | 453 |
| | 660 |
| | 727 |
| |
| Canada | | 655 |
| | 642 |
| | 653 |
| |
| Other foreign countries | | 4,549 |
| | 4,622 |
| | 5,086 |
| |
| Total net sales | | $ | 17,301 |
| | $ | 17,334 |
| | $ | 18,048 |
| |
| Other international countries | | | 236 |
| | 261 |
| | 274 |
|
| Total long-lived assets | | | $ | 5,318 |
| | $ | 5,233 |
| | $ | 5,184 |
|
|
| | | | | | | | | | | | |
| In millions | | Years ended as of December 31, |
| Long-lived assets | | 2013 | | 2012 | | 2011 |
| United States | | $ | 2,606 |
| | $ | 2,440 |
| | $ | 2,218 |
|
| China | | 646 |
| | 589 |
| | 520 |
|
| India | | 330 |
| | 243 |
| | 203 |
|
| United Kingdom | | 319 |
| | 339 |
| | 318 |
|
| Brazil | | 172 |
| | 170 |
| | 151 |
|
| Netherlands | | 138 |
| | 130 |
| | 111 |
|
| Mexico | | 87 |
| | 77 |
| | 72 |
|
| Germany | | 69 |
| | 49 |
| | 47 |
|
| Canada | | 68 |
| | 69 |
| | 64 |
|
| Korea | | 37 |
| | 37 |
| | 27 |
|
| Turkey | | 28 |
| | 29 |
| | 19 |
|
| Romania | | 27 |
| | 15 |
| | 10 |
|
| Australia | | 18 |
| | 25 |
| | 34 |
|
| Singapore | | 17 |
| | 16 |
| | 9 |
|
| United Arab Emirates | | 15 |
| | 16 |
| | 14 |
|
| France | | 13 |
| | 13 |
| | 13 |
|
| Other foreign countries | | 34 |
| | 33 |
| | 32 |
|
| Total long-lived assets | | $ | 4,624 |
| | $ | 4,290 |
| | $ | 3,862 |
|
Our largest customer is PACCAR Inc. Worldwide sales to this customer were $2,085$2,359 million in 2013, $2,2322016, $2,949 million in 20122015 and $2,144$2,706 million in 2011,2014, representing 12 percent, 13 percent, 15 percent and 1214 percent, respectively, of our consolidated net sales. No other customer accounted for more than 10 percent of consolidated net sales.
NOTE 23. SUBSEQUENT EVENT
Acquisition of Cummins Mid-South LLC
On February 15, 2014, we acquired the remaining 62.2 percent interest in Cummins Mid-South LLC (Mid-South) from the former distributor principal for consideration of approximately $46 million in cash and an additional $61 million paid to creditors to eliminate all debt related to the entity, or total consideration of $107 million, subject to customary purchase price adjustments.
The acquisition will be accounted for as a business combination and the results of the acquired entity will be included in the Distribution operating segment beginning with the first quarter of 2014. As a result of this transaction, first quarter 2014 Distribution segment results are expected to include a gain of approximately $6 million, related to the remeasurement of our pre-existing ownership interest in Mid-South.
SELECTED QUARTERLY FINANCIAL DATA
UNAUDITED
| | | | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | |
| In millions, except per share amounts | | 2013 | | 2016 | |
| Net sales | | $ | 3,922 |
| | $ | 4,525 |
| | $ | 4,266 |
| | $ | 4,588 |
| | $ | 4,291 |
| | $ | 4,528 |
| | $ | 4,187 |
| | $ | 4,503 |
| |
| Gross margin | | 957 |
| | 1,153 |
| | 1,109 |
| | 1,164 |
| | 1,056 |
| | 1,197 |
| | 1,079 |
| | 1,120 |
| |
| Net income attributable to Cummins Inc. | | 282 |
| | 414 |
| | 355 |
| | 432 |
| | 321 |
| | 406 |
| (1) | 289 |
| (1) | 378 |
| |
Net earnings per share attributable to Cummins Inc.—basic(1) | | $ | 1.50 |
| | $ | 2.20 |
| | $ | 1.91 |
| | $ | 2.33 |
| |
| Net earnings per share attributable to Cummins Inc.—diluted | | 1.49 |
| | 2.20 |
| | 1.90 |
| | 2.32 |
| |
Earnings per common share attributable to Cummins Inc.—basic (2) | | | $ | 1.87 |
| | $ | 2.41 |
| (1) | $ | 1.72 |
| (1) | $ | 2.26 |
| |
Earnings per common share attributable to Cummins Inc.—diluted (2) | | | 1.87 |
| | 2.40 |
| (1) | 1.72 |
| (1) | 2.25 |
| |
| Cash dividends per share | | 0.50 |
| | 0.50 |
| | 0.625 |
| | 0.625 |
| | 0.975 |
| | 0.975 |
| | 1.025 |
| | 1.025 |
| |
| Stock price per share | | | | | | | | | | | | | | | | | |
| High | | $ | 122.54 |
| | $ | 122.32 |
| | $ | 136.50 |
| | $ | 141.39 |
| | $ | 111.29 |
| | $ | 120.00 |
| | $ | 128.60 |
| | $ | 147.10 |
| |
| Low | | 109.19 |
| | 103.41 |
| | 107.51 |
| | 122.52 |
| | 79.88 |
| | 104.30 |
| | 107.51 |
| | 121.22 |
| |
| | | | | 2012 | | 2015 | |
| Net sales | | $ | 4,472 |
| | $ | 4,452 |
| | $ | 4,118 |
| | $ | 4,292 |
| | $ | 4,709 |
| | $ | 5,015 |
| | $ | 4,620 |
| | $ | 4,766 |
| |
| Gross margin | | 1,198 |
| | 1,210 |
| | 1,042 |
| | 1,058 |
| | 1,195 |
| | 1,332 |
| | 1,208 |
| | 1,212 |
| |
Net income attributable to Cummins Inc.(2) | | 455 |
| | 469 |
| | 352 |
| | 369 |
| | 387 |
| | 471 |
| | 380 |
| | 161 |
| (3) |
| Net earnings per share attributable to Cummins Inc.—basic | | $ | 2.39 |
| | $ | 2.47 |
| | $ | 1.87 |
| | $ | 1.96 |
| |
Net earnings per share attributable to Cummins Inc.—diluted(1) | | 2.38 |
| | 2.47 |
| | 1.86 |
| | 1.95 |
| |
Earnings per common share attributable to Cummins Inc.—basic (2) | | | $ | 2.14 |
| | $ | 2.63 |
| | $ | 2.15 |
| | $ | 0.92 |
| (3) |
Earnings per common share attributable to Cummins Inc.—diluted (2) | | | 2.14 |
| | 2.62 |
| | 2.14 |
| | 0.92 |
| (3) |
| Cash dividends per share | | 0.40 |
| | 0.40 |
| | 0.50 |
| | 0.50 |
| | 0.78 |
| | 0.78 |
| | 0.975 |
| | 0.975 |
| |
| Stock price per share | | | | | | | | | | | | | | | | | |
| High | | $ | 129.51 |
| | $ | 123.34 |
| | $ | 105.63 |
| | $ | 109.78 |
| | $ | 148.04 |
| | $ | 143.40 |
| | $ | 132.96 |
| | $ | 115.37 |
| |
| Low | | 90.37 |
| | 88.31 |
| | 82.20 |
| | 85.88 |
| | 133.50 |
| | 133.36 |
| | 108.27 |
| | 84.99 |
| |
| |
(1) | The second quarter of 2016, included an additional $39 million loss contingency charge ($24 million after-tax). The third quarter of 2016 included an additional $99 million loss contingency charge ($50 million net of favorable compensation impact and after-tax). |
| |
(2) | Earnings per share in each quarter is computed using the weighted-average number of shares outstanding during that quarter while earnings per share for the full year is computed using the weighted-average number of shares outstanding during the year. Thus, the sum of the four quarters earnings per share may not equal the full year earnings per share. |
| |
(2)(3)
| In the secondThe fourth quarter of 2012, we recorded2015, included a $6$211 million gainimpairment of light-duty diesel assets ($4133 million after-tax), a $90 million restructuring charge ($61 million after-tax) or $0.02 per share related to adjustments to our 2011 divestitures.and a $60 million charge for a loss contingency ($38 million after-tax). |
In the fourth quarter of 2012, we recorded a $52 million restructuring charge ($35 million after-tax) or $0.19 per share and a $20 million charge ($12 million after-tax) or $0.07 per share related to legal matters.
At December 31, 2013,2016, there were approximately 3,9053,536 holders of record of Cummins Inc.'s $2.50 par value common stock.
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, 2013,2016, 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 20142017 Proxy Statement, which will be filed within 120 days after the end of 2013.2016. 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 20142017 Proxy Statement, which will be filed within 120 days after the end of 2013.2016.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning our equity compensation plans as ofat December 31, 2013, is2016, 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) | | 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 | | 1,970,790 |
| | $ | 95.35 |
| | 2,978,599 |
| | 3,149,099 |
| | $ | 115.02 |
| | 4,249,124 |
|
| Equity compensation plans not approved by security holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Total | | 1,970,790 |
| | $ | 95.35 |
| | 2,978,599 |
| | 3,149,099 |
| | $ | 115.02 |
| | 4,249,124 |
|
| |
(1) | The number is comprised of 1,462,3362,734,764 stock options, 475,913404,494 performance shares and 32,5419,841 restricted shares. Refer toSee NOTE 17,15, "STOCK INCENTIVE AND STOCK OPTION PLANS," to the Consolidated Financial Statements for a description of how options and shares are rewarded.awarded. |
| |
(2) | The weighted-average exercise price relates only to the 1,462,3362,734,764 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 20142017 Proxy Statement, which will be filed within 120 days after the end of 2013.2016.
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 20142017 Proxy Statement, which will be filed within 120 days after the end of 2013.2016.
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 20142017 Proxy Statement, which will be filed within 120 days after the end of 2013.2016.
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, 2013, 20122016, 2015 and 20112014
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 20122016, 2015 and 20112014
Consolidated Balance Sheets at December 31, 20132016 and 20122015
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 20122016, 2015 and 20112014
Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 20122016, 2015 and 20112014
Notes to Consolidated Financial Statements
Selected Quarterly Financial Data (Unaudited)
| |
| (b) | See Exhibit Index at the end of this Annual Report on Form 10-K. |
ITEM 16. Form 10-K Summary (optional)
Not Applicable.
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/ MARSHA L. HUNT |
| | | Patrick J. Ward Vice President and Chief Financial Officer (Principal Financial Officer) | | | | Marsha L. Hunt Vice President—Corporate Controller (Principal Accounting Officer) |
| | | | | | | |
| Date: | | February 18, 201413, 2017 | | | | |
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 18, 201413, 2017 |
| N. Thomas Linebarger | | |
| /s/ PATRICK J. WARD | | Vice President and Chief Financial Officer (Principal Financial Officer) | | February 18, 201413, 2017 |
| Patrick J. Ward | | |
| /s/ MARSHA L. HUNT | | Vice President—Corporate Controller (Principal Accounting Officer) | | February 18, 201413, 2017 |
| Marsha L. Hunt | | |
| * | | | | February 18, 201413, 2017 |
| Robert J. Bernhard | | Director | |
| * | | | | February 18, 201413, 2017 |
Franklin R. Chang-DiazChangDiaz | | Director | |
| * | | | | February 18, 201413, 2017 |
| Bruno V. Di Leo Allen | | Director | |
| * | | | | February 13, 2017 |
| Stephen B. Dobbs | | Director | |
| * | | | | February 18, 201413, 2017 |
| Robert K. Herdman | | Director | |
| * | | | | February 18, 201413, 2017 |
| Alexis M. Herman | | Director | |
| * | | | | February 18, 201413, 2017 |
| Thomas J. Lynch | | Director | |
| * | | | | February 13, 2017 |
| William I. Miller | | Director | |
| * | | | | February 18, 201413, 2017 |
| Georgia R. Nelson | | Director | |
|
| |
| *By: | /s/ PATRICK J. WARD |
| | Patrick J. Ward Attorney-in-fact |
CUMMINS INC.
EXHIBIT INDEX
|
| | | | |
| Exhibit No. | | Description of Exhibit |
| 3 |
| (a) | | Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3(a) to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 28, 2009). |
| 3 |
| (b) | | By-laws, as amended and restated effective as of May 8, 2012October 11, 2016 (incorporated by reference to Exhibit 3(b)3.1 to Cummins Inc.'s QuarterlyCurrent Report on Form 10-Q for8-K filed within the quarter ended July 1, 2012)Securities and Exchange Commission on October 17, 2016). |
| 4 |
| (a) | | Indenture, dated as of September 16, 2013, by and between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed with the SECSecurities and Exchange Commission on September 26,16, 2013 (Registration Statement No. 333-191189)). |
| 4 |
| (b) | | First Supplemental Indenture, dated as of September 24, 2013, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Current Report on 8-K, filed by Cummins Inc. with the SECSecurities and Exchange Commission on September 24, 2013 (File No. 001-04949)). |
| 4 |
| (c) | | Second Supplemental Indenture, dated as of September 24, 2013, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of the Current Report on 8-K, filed by Cummins Inc. with the SECSecurities and Exchange Commission on September 24, 2013 (File No. 001-04949)). |
| 10 |
| (a)# | | 2003 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(a) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). |
| 10 |
| (b)# | | Target Bonus Plan (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). |
| 10 |
| (c)# | | Deferred Compensation Plan, as amended (incorporated by reference to Exhibit 10(c) to Cummins Inc.’s AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2012)September 27, 2015). |
| 10 |
| (d)# | | Supplemental Life Insurance and Deferred Income Plan, as amended (incorporated by reference to Exhibit 10(d) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011). |
| 10 |
| (e)# | | Amended and Restated Credit Agreement, dated as of November 9, 2012,13, 2015, by and among Cummins Inc., Cummins Ltd., Cummins Power Generation Ltd., Cummins Generator Technologies Limited, certain other subsidiariesthe subsidiary borrowers referred to therein and the Lenders party thereto.thereto (incorporated by reference to Exhibit 10.110 to Cummins Inc.'s Current Report on Form 8-K dated November 9, 2012)13, 2015). |
| 10 |
| (f)# | | Deferred Compensation Plan for Non-Employee Directors, as amended (filed herewith)(incorporated by reference to Exhibit 10(f) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013). |
| 10 |
| (g)# | | Excess Benefit Retirement Plan, as amended (incorporated by reference to Exhibit 10(g) to Cummins Inc.'s AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2011)September 28, 2014). |
| 10 |
| (h)# | | Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to Cummins Inc.'s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2012 (File No. 001-04949)). |
| 10 |
| (i)# | | Longer Term Performance Plan (incorporated by reference to Exhibit 10(i) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). |
| 10 |
| (j)# | | 2006 Executive Retention Plan, as amended (incorporated by reference to Exhibit 10(j) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011). |
| 10 |
| (k)# | | Senior Executive Target Bonus Plan (incorporated by reference to Exhibit 10(k) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). |
| 10 |
| (l)# | | Senior Executive Longer Term Performance Plan (incorporated by reference to Exhibit 10(l) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). |
| 10 |
| (m)# | | Form of Stock Option Agreement under the 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10(m) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). |
| 10 |
| (n)# | | Form of Performance Share Award AgreementLong-Term Grant Notice under the 2003 Stock2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10(n) to Cummins Inc.'s AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2009)March 29, 2015). |
| 10 |
| (o)# | | 2012 Omnibus Incentive Plan (incorporated by reference to Annex A to Cummins Inc.'s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2012 (File No. 001-04949)). |
| 10 |
| (p)# | | Form of Stock Option Agreement under the 2012 Omnibus Incentive Plan (filed herewith)(incorporated by reference to Exhibit 10(p) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013). |
| 10 |
| (q)# | | Key Employee Stock Investment Plan (incorporated by reference to Exhibit 4.310(q) to Cummins Inc.'s Registration Statement’s Quarterly Report on Form S-8 on November 6, 2012 (File No. 333-184786))10-Q for the quarter ended September 28, 2014). |
| 12 |
| | | Calculation of Ratio of Earnings to Fixed Charges (filed herewith). |
| 21 |
| | | Subsidiaries of the Registrant (filed herewith). |
| 23 |
| | | Consent of PricewaterhouseCoopers LLP (filed herewith). |
| 24 |
| | | Powers of Attorney (filed herewith). |
| 31 |
| (a) | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 31 |
| (b) | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32 |
| | | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 101 |
| .INS | | XBRL Instance Document. |
| 101 |
| .SCH | | XBRL Taxonomy Extension Schema Document. |
| 101 |
| .CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101 |
| .DEF | | XBRL Taxonomy Extension Definition Linkbase Document. |
CUMMINS INC.
EXHIBIT INDEX
|
| | | | |
| 101 |
| .LAB | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101 |
| .PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. |
# A management contract or compensatory plan or arrangement.
