UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE |
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For the Quarter Ended March 30, 2003 |
Commission
File Number 1-4949
___________
CUMMINS INC.
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Indiana |
35‑0257090 |
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500 Jackson Street |
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Telephone (812) 377-5000 |
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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 |
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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 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 No X
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b‑2 of the Act). Yes X No
As of June 29, 2003 there were 41.5 million shares of $2.50 par value per share common stock outstanding.
CUMMINS INC.
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q
MARCH 30, 2003
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Page |
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Introductory Note |
3 |
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PART I. FINANCIAL INFORMATION |
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Item 1 |
Financial Statements |
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Consolidated Statements of Earnings for the three months ended March 30, 2003 and March 31, 2002 |
4 | |
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Consolidated Statements of Financial Position at March 30, 2003 and December 31, 2002 |
5 | |
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Consolidated Statements of Cash Flows for the three months ended March 30, 2003 and March 31, 2002 |
6 | |
| 7-22 | ||
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Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
23-33 |
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Item 3 |
34 |
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Item 4 |
35 | |
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PART II. OTHER INFORMATION |
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Item 1 |
36 | |
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Item 5 |
36 | |
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Item 6. |
36 | |
| 37 | ||
2
CUMMINS INC.
INTRODUCTORY NOTE
Cummins Inc. is filing this Quarterly Report on Form 10‑Q to reflect the unaudited Consolidated Financial Statements for the quarter ended March 30, 2003, and the unaudited restatement of its Consolidated Financial Statements for the period ended March 31, 2002. As a result of the restatement, which is described in Note 2, "Restatement of Previously Issued Financial Statements", in the accompanying Consolidated Financial Statements, Cummins delayed filing this Quarterly Report on Form 10-Q for the quarter ended March 30, 2003. On April 17, 2003, we furnished a Current Report on Form 8‑K that included our press release announcing the restatement and reaudit of our Consolidated Financial Statements for 2001 and 2000 and discussing results for the quarter ended March 30, 2003.
The unaudited Consolidated Financial Statements contained in this quarterly report for the quarter ended March 31, 2002 supersede the unaudited Consolidated Financial Statements contained in our Quarterly Report on Form 10-Q that was previously filed on May 15, 2002 (Original Filing). The unaudited Consolidated Financial Statements and financial information contained in the Original Filing have been revised herein to reflect the restatement adjustments described in Note 2 of our Consolidated Financial Statements. We do not intend to amend our Quarterly Reports on Form 10-Q for the periods affected by the restatement that ended prior to December 31, 2002. As a result, the financial statements and related information contained in such reports referenced above should no longer be relied upon.
In connection with the preparation of our 2003 Consolidated Financial Statements, we became aware of certain isolated matters that were treated incorrectly in the restatement of our pre-2002 Consolidated Financial Statements. The cumulative effect of these matters resulted in a $2.7 million understatement of retained earnings at December 31, 2002. The amount of the understatement was not material to our pre 2003 financial statements nor to our expected full year 2003 financial statements. As a result, our Consolidated Statement of Earnings for the first quarter of 2003 includes $3.6 million pre-tax income ($2.7 million after tax and $0.07 per share) to correct this matter. The corrections are classified in the Statement of Earnings based upon the classification of the original transactions. Approximately $2.0 million of the correction is recorded in Cost of goods sold, $.2 million in Selling and administrative expenses and $1.4 million in Other (income) expense, net. Our Consolidated Statement of Earnings for the first quarter of 2003 differs by these amounts from the Consolidated Statement of Earnings included in our From 8-K furnished April 17, 2003.
3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
CUMMINS INC.
CONSOLIDATED STATEMENTS OF EARNINGS
| Three Months Ending | ||
| (Unaudited) |
March 30 |
Restated |
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$ Millions, except per share amounts |
2003 |
2002 |
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Net sales
(include sales to
related parties of |
$ 1,387 |
$ 1,333 |
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Cost
of goods sold (include purchases from related parties |
1,169 |
1,100 |
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Gross margin |
218 |
233 |
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Selling and administrative expenses |
195 |
189 |
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Research and engineering expenses |
47 |
56 |
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Joint ventures and alliances income |
(7) |
- |
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Interest expense |
20 |
14 |
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Other (income) expense, net |
(7) |
- |
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Earnings (loss) before income taxes, minority interest, dividends
|
(30) |
(26) |
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Benefit for income taxes |
(9) |
(8) |
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Minority interest |
4 |
3 |
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Dividends on preferred securities of subsidiary trust |
6 |
6 |
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Earnings (loss) before cumulative effect of change in accounting |
(31) |
(27) |
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Cumulative effect of change in accounting principle, net of tax of $1 |
- |
3 |
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Net Earnings (loss) |
$ (31) |
$ (24) |
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Earnings Per Share |
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Basic |
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Earnings (loss) before cumulative effect of change in |
$ (.79) |
$ (.69) |
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Cumulative effect of change in accounting principle, net of tax |
- |
.07 |
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Net earnings (loss) |
$ (.79) |
$ (.62) |
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Diluted |
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Earnings (loss) before cumulative effect of change in |
$ (.79) |
$ (.69) |
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Cumulative effect of change in accounting principle, net of tax |
- |
.07 |
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Net earnings (loss) |
$ (.79) |
$ (.62) |
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Cash dividends declared per share |
$ .30 |
$ .30 |
The accompanying notes are an integral part of the consolidated financial statements.
4
CUMMINS
INC.
CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
| (Unaudited) | March 30 | December 31* |
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$ Millions |
2003 |
2002 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$ 66 |
$ 224 |
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Marketable securities |
73 |
74 |
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Receivables, net |
726 |
676 |
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Receivables from related parties |
137 |
129 |
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Inventories |
694 |
641 |
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Other current assets |
263 |
238 |
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1,959 |
1,982 |
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Property, plant and equipment |
2,897 |
2,952 |
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Less accumulated depreciation |
1,628 |
1,647 |
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1,269 |
1,305 |
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Investments in and advances to joint ventures and alliances |
278 |
264 |
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Goodwill |
343 |
343 |
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Other intangibles and deferred charges |
93 |
96 |
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Deferred income taxes |
640 |
640 |
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Other noncurrent assets |
206 |
207 |
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Total assets |
$ 4,788 |
$ 4,837 |
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Liabilities and shareholders' investment |
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Current liabilities |
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Loans payable |
$ 24 |
$ 19 |
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Current maturities of long-term debt |
4 |
119 |
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Accounts payable |
524 |
427 |
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Accrued product coverage and marketing expenses |
227 |
233 |
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Other accrued expenses |
461 |
531 |
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1,240 |
1,329 |
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Long-term debt |
1,067 |
999 |
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Other long-term liabilities |
1,295 |
1,285 |
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Minority interest |
96 |
92 |
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Cummins obligated mandatorily redeemable convertible |
291 |
291 |
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Shareholders' investment |
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Common stock, $2.50 par value, 150 million shares authorized |
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48.5 and 48.6 million shares issued |
121 |
121 |
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Additional contributed capital |
1,113 |
1,115 |
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Retained earnings |
526 |
569 |
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Accumulated other comprehensive income |
(528) |
(527) |
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Common stock in treasury, at cost, 7.0 and 7.0 million shares |
(280) |
(280) |
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Common stock held in trust for employee |
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benefit plans, 2.6 and 2.6 million shares |
(124) |
(128) |
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Unearned compensation |
(29) |
(29) |
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799 |
841 |
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Total liabilities and shareholders' investment |
$ 4,788 |
$ 4,837 |
* Derived from audited financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
5
CUMMINS
INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| Three Months Ended | ||
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Restated | |
| (Unaudited) |
March 30 |
March 31 |
| $ Millions |
2003 |
2002 |
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Cash flows from operating activities |
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Net earnings (loss) |
$ (31) |
$ (24) |
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Adjustments to reconcile net earnings (loss) to net |
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cash flows from operating activities: |
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Cumulative effect of change in accounting principle |
- |
(3) |
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Depreciation and amortization |
55 |
53 |
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Equity in (earnings) losses of joint ventures and alliances |
(7) |
7 |
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Minority interest |
4 |
3 |
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Translation and hedging activities |
(2) |
5 |
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Changes in assets and liabilities: |
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Receivables |
(59) |
(113) |
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Proceeds (repayments) from sale of receivables |
- |
35 |
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Inventories |
(53) |
(29) |
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Accounts payable and accrued expenses |
11 |
22 |
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Other |
4 |
12 |
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Net cash used in operating activities |
(78) |
(32) |
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Cash flows from investing activities |
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Property, plant and equipment: |
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Capital expenditures |
(16) |
(18) |
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Investments in internal use software |
(6) |
(3) |
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Proceeds from disposals |
3 |
- |
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Investments in and advances to joint ventures and alliances |
(6) |
(13) |
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Purchases of marketable securities |
(29) |
(22) |
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Sales of marketable securities |
28 |
18 |
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Other |
- |
(1) |
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Net cash used in investing activities |
(26) |
(39) |
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Net cash used in operating and investing activities |
(104) |
(71) |
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Cash flows from financing activities |
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Proceeds from borrowings |
1 |
- |
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Payments on borrowings |
(117) |
(1) |
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Net borrowings under short-term credit agreements |
75 |
80 |
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Dividend payments on common stock |
(12) |
(12) |
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Other |
(2) |
(1) |
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Net cash provided by (used in) financing activities |
(55) |
66 |
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Effect of exchange rate changes on cash and cash equivalents |
1 |
- |
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Net change in cash and cash equivalents |
(158) |
(5) |
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Cash and cash equivalents at beginning of year |
224 |
50 |
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Cash and cash equivalents at end of quarter |
$ 66 |
$ 45 |
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Cash payments during the quarter for: |
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Interest |
$ 28 |
$ 26 |
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Income taxes |
12 |
10 |
The accompanying notes are an integral part of the consolidated financial statements.
6
CUMMINS
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Summary of Accounting Policies
Basis of Presentation
We have prepared our Consolidated Financial Statements for the interim periods ended March 30, 2003 and March 31, 2002 in conformity with accounting principles generally accepted in the United States. Each of the interim periods contains 13 weeks. Our interim period financial statements are unaudited and include estimates and assumptions that affect reported amounts based upon currently available information and management's judgment of current conditions and circumstances. We recommend that you read our interim financial statements in conjunction with the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2002. Our interim period financial results for the three-month periods presented are not necessarily indicative of results to be expected for the entire year.
We believe our Consolidated Financial Statements include all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations and cash flows for the interim periods presented. Our Chief Executive Officer and Chief Financial Officer have certified that this quarterly report fairly presents, in all material respects, the financial condition and results of operations of Cummins Inc. as of, and for the period ended, March 30, 2003. These certifications are included as Exhibits 31(a) and 31(b) to this Form 10-Q. Our Chief Executive Officer and Chief Financial Officer have also provided certifications as to the effectiveness of our controls and procedures which are included in the exhibits previously referenced.
We have reclassified certain amounts in prior period financial statements to conform to the presentation of the current period financial statements.
Prior Period Adjustment
In connection with the preparation of our 2003 Consolidated Financial Statements, we became aware of certain isolated matters that were treated incorrectly in the restatement of our pre-2002 Consolidated Financial Statements. The cumulative effect of these matters resulted in a $2.7 million understatement of retained earnings at December 31, 2002. The amount of the understatement was not material to our historical financial statements nor to our expected full year 2003 results. As a result, our Consolidated Statement of Earnings for the first quarter of 2003 includes $3.6 million pre-tax income, ($2.7 million after tax and $0.07 per share) to correct this matter. The corrections are classified in the Statement of Earnings based upon the classification of the original transactions. Approximately $2.0 million of the correction is recorded in Cost of goods sold, $.2 million in Selling and administrative expenses and $1.4 million in other (income) expense, net.
Shipping and Handling Costs
Our shipping and handling costs are expensed as incurred. The majority of these costs are associated with operations of our inventory distribution centers and warehouse facilities and are classified as "Selling and administrative expenses" in our Consolidated Statements of Earnings. For the three months ended March 30, 2003 and March 31, 2002 these costs were approximately $19 million and $20 million, respectively.
Income Tax Accounting
Our provision for income taxes is determined 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. We also recognize future tax benefits associated with tax loss and credit carryforwards as deferred tax assets. Our deferred tax assets are reduced by a valuation allowance to the extent there is uncertainty as to their ultimate realization. We measure deferred tax assets and liabilities using enacted tax rates in effect for the year in which we expect to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. During interim reporting periods our income tax provision is based upon the estimated annual effective tax rate of those taxable jurisdictions where we conduct business. For the three-month periods ended March 30, 2003 and March 31, 2002 our effective tax rate was 25 percent on earnings (loss) before income taxes after deducting dividends on our preferred securities.
7
Inventories
Our inventories are stated at the lower of cost or net realizable value. At December 31, 2002, 26 percent of our domestic 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 reporting dates include estimates for adjustments related to annual physical inventory results and for inventory cost changes under the LIFO cost method. Inventories at March 30, 2003, and December 31, 2002, were as follows:
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March 30 |
December 31 |
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$ Millions |
2003 |
2002 |
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Finished products |
$ 406 |
$ 381 |
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Work-in-process and raw materials |
344 |
316 |
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Inventories at FIFO cost |
750 |
697 |
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Excess of FIFO valuation over LIFO |