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 June 29, 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
JUNE 29, 2003
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Page |
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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 and six months ended June 29, 2003 and June 30, 2002 |
4 | |
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Consolidated Statements of Financial Position at June 29, 2003 and December 31, 2002 |
5 | |
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Consolidated Statements of Cash Flows for the six months ended June 29, 2003 and June 30, 2002 |
6 | |
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Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
23 |
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Item 3 |
35 | |
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Item 4 |
36 | |
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PART II. OTHER INFORMATION |
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Item 1 |
37 | |
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Item 5 |
38 | |
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Item 6. |
38 | |
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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 periods ended June 29, 2003 and the unaudited restatement of its Consolidated Financial Statements for the periods ended June 30, 2002.
The unaudited Consolidated Financial Statements contained in this quarterly report for the three months and six months ended June 30, 2002 supersede the unaudited Consolidated Financial Statements contained in our Quarterly Report on Form 10-Q that was previously filed on August 14, 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 the 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.
3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
CUMMINS INC.
CONSOLIDATED STATEMENTS OF EARNINGS
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Three Months |
Six Months |
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Restated |
Restated |
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| (Unaudited) | June 29 | June 30 | June 29 | June 30 |
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$ Millions, except per share amounts |
2003 |
2002 |
2003 |
2002 |
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Net sales (include sales to
related parties of |
$1,539 |
$1,458 |
$2,926 |
$2,791 |
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Cost
of goods sold (include purchases from related parties |
1,263 |
1,181 |
2,432 |
2,281 |
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Gross margin |
276 |
277 |
494 |
510 |
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Selling and administrative expenses |
200 |
186 |
395 |
375 |
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Research and engineering expenses |
50 |
55 |
97 |
111 |
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Joint ventures and alliances income |
(17) |
(7) |
(24) |
(7) |
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Restructuring, asset impairment and other charges |
- |
2 |
- |
2 |
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Interest expense |
20 |
15 |
40 |
29 |
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Other (income) expense, net |
(3) |
(7) |
(10) |
(7) |
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Earnings (loss) before income taxes, minority interest,
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26 |
33 |
(4) |
7 |
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Provision (benefit) for income taxes |
5 |
7 |
(4) |
(1) |
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Minority interest |
2 |
5 |
6 |
8 |
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Dividends on preferred securities of subsidiary trust |
5 |
5 |
11 |
11 |
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Earnings (loss) before cumulative effect of change in
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14 |
16 |
(17) |
(11) |
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Cumulative effect of change in accounting principle, net of tax of $1 |
- |
- |
- |
3 |
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Net Earnings (loss) |
$ 14 |
$ 16 |
$ (17) |
$ (8) |
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Earnings Per Share |
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Basic |
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Earnings (loss) before cumulative effect of change in |
$ .34 |
$ .41 |
$ (.45) |
$ (.28) |
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Cumulative effect of change in accounting principle, net of tax |
- |
- |
- |
.07 |
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Net earnings (loss) |
$ .34 |
$ .41 |
$ (.45) |
$ (.21) |
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Diluted |
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Earnings (loss) before cumulative effect of change in |
$ .34 |
$ .40 |
$ (.45) |
$ (.28) |
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Cumulative effect of change in accounting principle, net of tax |
- |
- |
- |
.07 |
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Net earnings (loss) |
$ .34 |
$ .40 |
$ (.45) |
$ (.21) |
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Cash dividends declared per share |
$ .30 |
$ .30 |
$.60 |
$.60 |
The accompanying notes are an integral part of the consolidated financial statements.
4
CUMMINS
INC.
CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
| (Unaudited) |
June 29 |
December 31* |
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$ Millions |
2003 |
2002 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$ 59 |
$ 224 |
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Marketable securities |
71 |
74 |
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Receivables, net |
784 |
676 |
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Receivables from related parties |
120 |
129 |
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Inventories |
726 |
641 |
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Other current assets |
280 |
238 |
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2,040 |
1,982 |
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Property, plant and equipment |
2,920 |
2,952 |
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Less accumulated depreciation |
1,664 |
1,647 |
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1,256 |
1,305 |
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Investments in and advances to joint ventures and alliances |
303 |
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 |
210 |
207 |
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Total assets |
$ 4,885 |
$ 4,837 |
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Liabilities and shareholders' investment |
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Current liabilities |
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Loans payable |
$ 36 |
$ 19 |
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Current maturities of long-term debt |
5 |
119 |
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Accounts payable |
543 |
427 |
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Accrued product coverage and marketing expenses |
234 |
233 |
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Other accrued expenses |
504 |
531 |
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1,322 |
1,329 |
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Long-term debt |
1,035 |
999 |
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Other long-term liabilities |
1,300 |
1,285 |
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Minority interest |
91 |
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 |
1,111 |
1,115 |
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Retained earnings |
526 |
569 |
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Accumulated other comprehensive income |
(488) |
(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, 2.5 and 2.6 million shares |
(119) |
(128) |
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Unearned compensation |
(25) |
(29) |
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846 |
841 |
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Total liabilities and shareholders' investment |
$ 4,885 |
$ 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
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Six Months Ended |
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Restated |
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| (Unaudited) |
June 29 |
June 30 |
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$ Millions |
2003 |
2002 |
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Cash flows from operating activities |
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Net earnings (loss) |
$ (17) |
$ (8) |
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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 |
109 |
107 |
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Restructuring and other charges |
- |
(16) |
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Equity in (earnings) losses of joint ventures and alliances |
(20) |
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