cmi-20200628

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 28, 2020

Commission File Number 1-4949

CUMMINS INC.

(Exact name of registrant as specified in its charter)


Indiana						35-0257090
(State of Incorporation)						(IRS Employer Identification No.)

500 Jackson Street

Box 3005

Columbus, Indiana 47202-3005

(Address of principal executive offices)

Telephone (812) 377-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $2.50 par value

CMI

New York Stock Exchange

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of June 28, 2020, there were 147,675,521 shares of common stock outstanding with a par value of $2.50 per share.

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CUMMINS INC. AND SUBSIDIARIES

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q


		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Net Income for the three and six months ended June 28, 2020 and June 30, 2019	3
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 28, 2020 and June 30, 2019	4

	Condensed Consolidated Balance Sheets at June 28, 2020 and December 31, 2019	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 28, 2020 and June 30, 2019	6
	Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 28, 2020 and June 30, 2019	7
	Notes to Condensed Consolidated Financial Statements	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	51
ITEM 4.	Controls and Procedures	51
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	52
ITEM 1A.	Risk Factors	52
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
ITEM 3.	Defaults Upon Senior Securities	62
ITEM 4.	Mine Safety Disclosures	62
ITEM 5.	Other Information	62
ITEM 6.	Exhibits	62
	Signatures	63

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PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited)



	Three months ended						Six months ended
In millions, except per share amounts	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
NET SALES ^(a)(Note 3)	$	3,852	$	6,221	$	8,863	$	12,225
Cost of sales	2,962		4,580		6,679		9,052
GROSS MARGIN	890		1,641		2,184		3,173

OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses	470		629		1,016		1,222
Research, development and engineering expenses	189		251		427		488
Equity, royalty and interest income from investees (Note 5)	115		96		244		188



Other operating expense, net	(10)		(9)		(15)		(4)
OPERATING INCOME	336		848		970		1,647

Interest income	4		12		11		24
Interest expense	23		29		46		61
Other income, net	45		40		82		106
INCOME BEFORE INCOME TAXES	362		871		1,017		1,716

Income tax expense (Note 6)	93		186		220		362
CONSOLIDATED NET INCOME	269		685		797		1,354

Less: Net (loss) income attributable to noncontrolling interests	(7)		10		10		16
NET INCOME ATTRIBUTABLE TO CUMMINS INC.	$	276	$	675	$	787	$	1,338

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.
Basic	$	1.87	$	4.29	$	5.30	$	8.51
Diluted	$	1.86	$	4.27	$	5.29	$	8.47

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic	147.6		157.4		148.4		157.3
Dilutive effect of stock compensation awards	0.4		0.6		0.4		0.6
Diluted	148.0		158.0		148.8		157.9



^(a)Includes sales to nonconsolidated equity investees of $338 million and $595 million for the three and six months ended June 28, 2020, compared with $317 million and $602 million for the comparable periods in 2019.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
CONSOLIDATED NET INCOME	$	269	$	685	$	797	$	1,354
Other comprehensive income (loss), net of tax (Note 13)
Change in pension and other postretirement defined benefit plans	16		7		18		(4)
Foreign currency translation adjustments	(11)		(99)		(173)		(15)
Unrealized gain on debt securities	—		1		—		—
Unrealized loss on derivatives	(2)		(10)		(81)		(11)
Total other comprehensive income (loss), net of tax	3		(101)		(236)		(30)
COMPREHENSIVE INCOME	272		584		561		1,324
Less: Comprehensive (loss) income attributable to noncontrolling interests	(12)		10		(12)		19
COMPREHENSIVE INCOME ATTRIBUTABLE TO CUMMINS INC.	$	284	$	574	$	573	$	1,305

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


In millions, except par value	June 28, 2020		December 31, 2019
ASSETS
Current assets
Cash and cash equivalents	$	1,751	$	1,129

Marketable securities (Note 7)	353		341
Total cash, cash equivalents and marketable securities	2,104		1,470
Accounts and notes receivable, net
Trade and other	3,069		3,387
Nonconsolidated equity investees	372		283
Inventories (Note 8)	3,655		3,486
Prepaid expenses and other current assets	634		761
Total current assets	9,834		9,387
Long-term assets
Property, plant and equipment	8,620		8,699
Accumulated depreciation	(4,553)		(4,454)
Property, plant and equipment, net	4,067		4,245
Investments and advances related to equity method investees	1,362		1,237
Goodwill	1,284		1,286
Other intangible assets, net	1,017		1,003
Pension assets	998		1,001
Other assets	1,752		1,578
Total assets	$	20,314	$	19,737

LIABILITIES
Current liabilities
Accounts payable (principally trade)	$	2,281	$	2,534
Loans payable (Note 9)	109		100
Commercial paper (Note 9)	2,027		660
Accrued compensation, benefits and retirement costs	309		560
Current portion of accrued product warranty (Note 10)	681		803
Current portion of deferred revenue (Note 3)	523		533

Other accrued expenses (Note 11)	920		1,039
Current maturities of long-term debt (Note 9)	66		31
Total current liabilities	6,916		6,260
Long-term liabilities
Long-term debt (Note 9)	1,639		1,576
Pensions and other postretirement benefits	578		591
Accrued product warranty (Note 10)	636		645
Deferred revenue (Note 3)	829		821
Other liabilities (Note 11)	1,586		1,379
Total liabilities	$	12,184	$	11,272

Commitments and contingencies (Note 12)

EQUITY
Cummins Inc. shareholders’ equity
Common stock, $2.50 par value, 500 shares authorized, 222.4 and 222.4 shares issued	$	2,353	$	2,346
Retained earnings	14,811		14,416
Treasury stock, at cost, 74.8 and 71.7 shares	(7,729)		(7,225)
Common stock held by employee benefits trust, at cost, 0.1 and 0.2 shares	(1)		(2)
Accumulated other comprehensive loss (Note 13)	(2,242)		(2,028)



Total Cummins Inc. shareholders’ equity	7,192		7,507
Noncontrolling interests	938		958
Total equity	$	8,130	$	8,465
Total liabilities and equity	$	20,314	$	19,737

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended
In millions	June 28, 2020		June 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income	$	797	$	1,354
Adjustments to reconcile consolidated net income to net cash provided by operating activities
Depreciation and amortization	333		315



Deferred income taxes	(11)		17
Equity in income of investees, net of dividends	(124)		(43)
Pension and OPEB expense (Note 4)	54		37
Pension contributions and OPEB payments (Note 4)	(82)		(92)
Stock-based compensation expense	12		28

Restructuring payments (Note 14)	(81)		—


Gain on corporate owned life insurance	(38)		(55)

Foreign currency remeasurement and transaction exposure	(2)		46
Changes in current assets and liabilities
Accounts and notes receivable	170		(312)
Inventories	(224)		(125)
Other current assets	95		15
Accounts payable	(220)		148
Accrued expenses	(422)		(194)
Changes in other liabilities	199		120

Other, net	(99)		(39)
Net cash provided by operating activities	357		1,220

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(152)		(242)
Investments in internal use software	(21)		(34)

Investments in and advances to equity investees	(17)		(18)


Investments in marketable securities—acquisitions	(285)		(259)
Investments in marketable securities—liquidations (Note 7)	254		153


Cash flows from derivatives not designated as hedges	(22)		(26)
Other, net	9		15
Net cash used in investing activities	(234)		(411)

CASH FLOWS FROM FINANCING ACTIVITIES

Net borrowings (payments) of commercial paper (Note 9)	1,367		(346)
Payments on borrowings and finance lease obligations	(25)		(17)
Net borrowings under short-term credit agreements	4		57
Distributions to noncontrolling interests	(13)		(13)
Dividend payments on common stock	(388)		(358)
Repurchases of common stock	(550)		(100)

Other, net	65		66
Net cash provided by (used in) financing activities	460		(711)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	39		(4)
Net increase in cash and cash equivalents	622		94
Cash and cash equivalents at beginning of year	1,129		1,303
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,751	$	1,397

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


	Three months ended
In millions, except per share amounts	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 MARCH 29, 2020	$	556	$	1,779	$	14,728	$	(7,744)	$	(1)	$	(2,250)	$	7,068	$	950	$	8,018

Net income					276								276		(7)		269
Other comprehensive income (loss), net of tax (Note 13)											8		8		(5)		3
Issuance of common stock			1										1		—		1
Employee benefits trust activity			5										5		—		5

Cash dividends on common stock, $1.311 per share					(193)								(193)		—		(193)

Stock-based awards			4				15						19		—		19

Other shareholder transactions			8										8		—		8
BALANCE AT JUNE 28, 2020	$	556	$	1,797	$	14,811	$	(7,729)	$	(1)	$	(2,242)	$	7,192	$	938	$	8,130

BALANCE AT MARCH 31, 2019	$	556	$	1,717	$	13,401	$	(6,111)	$	(4)	$	(1,739)	$	7,820	$	907	$	8,727

Net income					675								675		10		685
Other comprehensive loss, net of tax (Note 13)											(101)		(101)		—		(101)
Issuance of common stock			1										1		—		1
Employee benefits trust activity			7										7		—		7

Cash dividends on common stock, $1.14 per share					(179)								(179)		—		(179)

Stock-based awards			8				29						37		—		37

Other shareholder transactions			18										18		1		19
BALANCE AT JUNE 30, 2019	$	556	$	1,751	$	13,897	$	(6,082)	$	(4)	$	(1,840)	$	8,278	$	918	$	9,196

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)



	Six months ended
In millions, except per share amounts	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, 2019	$	556	$	1,790	$	14,416	$	(7,225)	$	(2)	$	(2,028)	$	7,507	$	958	$	8,465
Adoption of new accounting standards (Note 16)					(4)								(4)		—		(4)
Net income					787								787		10		797
Other comprehensive loss, net of tax (Note 13)											(214)		(214)		(22)		(236)
Issuance of common stock			10										10		—		10
Employee benefits trust activity			22						1				23		—		23
Repurchases of common stock							(550)						(550)		—		(550)
Cash dividends on common stock, $2.622 per share					(388)								(388)		—		(388)
Distributions to noncontrolling interests													—		(13)		(13)
Stock-based awards			(14)				46						32		—		32

Other shareholder transactions			(11)										(11)		5		(6)
BALANCE AT JUNE 28, 2020	$	556	$	1,797	$	14,811	$	(7,729)	$	(1)	$	(2,242)	$	7,192	$	938	$	8,130

BALANCE AT DECEMBER 31, 2018	$	556	$	1,715	$	12,917	$	(6,028)	$	(5)	$	(1,807)	$	7,348	$	911	$	8,259

Net income					1,338								1,338		16		1,354
Other comprehensive (loss) income, net of tax (Note 13)											(33)		(33)		3		(30)
Issuance of common stock			2										2		—		2
Employee benefits trust activity			20						1				21		—		21
Repurchases of common stock							(100)						(100)		—		(100)
Cash dividends on common stock, $2.28 per share					(358)								(358)		—		(358)
Distributions to noncontrolling interests													—		(13)		(13)
Stock-based awards			(3)				46						43		—		43

Other shareholder transactions			17										17		1		18
BALANCE AT JUNE 30, 2019	$	556	$	1,751	$	13,897	$	(6,082)	$	(4)	$	(1,840)	$	8,278	$	918	$	9,196

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

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CUMMINS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. NATURE OF OPERATIONS

Cummins Inc. (“Cummins,” “we,” “our” or “us”) was founded in 1919 as Cummins Engine Company, a corporation in Columbus, Indiana, and one of the first diesel engine manufacturers. In 2001, we changed our name to Cummins Inc. We are a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, electric power generation systems, batteries, electrified power systems, hydrogen generation and fuel cell products. We sell our products to original equipment manufacturers (OEMs), distributors, dealers and other customers worldwide. We serve our customers through a network of approximately 600 wholly-owned, joint venture and independent distributor locations and over 7,600 Cummins certified dealer locations in more than 190 countries and territories.

NOTE 2. BASIS OF PRESENTATION

Interim Condensed Financial Statements

The unaudited Condensed Consolidated Financial Statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of operations, financial position and cash flows. All such adjustments are of a normal recurring nature. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles in the United States of America (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations.

These interim condensed financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. Our interim period financial results for the three and six month periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Reclassifications

Certain amounts for prior year periods have been reclassified to conform to the presentation of the current year.

COVID-19

The outbreak of the coronavirus disease of 2019 (COVID-19) spread throughout the world and became a global pandemic with the resultant economic impacts evolving into a worldwide recession. The pandemic triggered a significant downturn in our markets globally and these challenging market conditions could continue for an extended period of time. In an effort to contain the spread of COVID-19, maintain the well-being of our employees and stakeholders, match the reduced demand from our customers and in accordance with governmental requirements, we closed or partially shut down certain office, manufacturing and distribution facilities around the world in March 2020. These closures expanded and continued into the second quarter of 2020. Most of our manufacturing and distribution facilities were open early in the second quarter of 2020, although operating at reduced capacities, while many of our global office buildings remained closed throughout the second quarter.

Use of Estimates in Preparation of 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 Condensed Consolidated Financial Statements. Significant estimates and assumptions in these Condensed Consolidated Financial Statements require the exercise of judgment. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates.

The global market downturn, closures and limitations on movement related to COVID-19 are expected to be temporary, however, the duration of the production and supply chain disruptions, and related financial impacts, cannot be estimated at this time. This uncertainty could have an impact on certain estimates used in the preparation of our second quarter financial results.

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Reporting Period

Our reporting period usually ends on the Sunday closest to the last day of the quarterly calendar period. The second quarters of 2020 and 2019 ended on June 28 and June 30, respectively. Our fiscal year ends on December 31, regardless of the day of the week on which December 31 falls.

Weighted-Average Diluted Shares Outstanding

The weighted-average diluted common shares outstanding exclude the anti-dilutive effect of certain stock options. The options excluded from diluted earnings per share were as follows:

Three months ended

Six months ended

June 28,
2020

June 30,
2019

June 28,
2020

June 30,
2019

Options excluded

1,339,359

234,947

1,286,774

509,261

NOTE 3. REVENUE RECOGNITION

Long-term Contracts

Most of our contracts are for a period of less than one year. We have certain long-term maintenance agreements, construction contracts and extended warranty coverage arrangements that span a period in excess of one year. The aggregate amount of the transaction price for long-term maintenance agreements and construction contracts allocated to performance obligations that had not been satisfied as of June 28, 2020, was $939 million. We expect to recognize the related revenue of $231 million over the next 12 months and $708 million over periods up to 10 years. See Note 10, "PRODUCT WARRANTY LIABILITY," for additional disclosures on extended warranty coverage arrangements. Our other contracts generally are for a duration of less than one year, include payment terms that correspond to the timing of costs incurred when providing goods and services to our customers or represent sales-based royalties.

Deferred and Unbilled Revenue

The following is a summary of our unbilled and deferred revenue and related activity:


In millions	June 28, 2020		December 31, 2019
Unbilled revenue	$	76	$	68
Deferred revenue, primarily extended warranty	1,352		1,354

We recognized revenue of $94 million and $206 million for the three and six months ended June 28, 2020, compared with $94 million and $203 million for the comparable periods in 2019, that was included in the deferred revenue balance at the beginning of each year. We did not record any impairment losses on our unbilled revenues during the three and six months ended June 28, 2020 or June 30, 2019.

Disaggregation of Revenue

Consolidated Revenue

The table below presents our consolidated sales by geographic area. Net sales attributed to geographic areas were based on the location of the customer.


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
United States	$	1,865	$	3,611	$	4,717	$	7,047

China	810		644		1,332		1,217


India	70		234		240		458

Other international	1,107		1,732		2,574		3,503
Total net sales	$	3,852	$	6,221	$	8,863	$	12,225

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Segment Revenue

Engine segment external sales by market were as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Heavy-duty truck	$	221	$	754	$	740	$	1,477
Medium-duty truck and bus	298		630		788		1,240
Light-duty automotive	146		435		473		765
Total on-highway	665		1,819		2,001		3,482
Off-highway	272		254		515		575
Total sales	$	937	$	2,073	$	2,516	$	4,057

Distribution segment external sales by region were as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
North America	$	1,038	$	1,374	$	2,283	$	2,766
Asia Pacific	190		223		382		443
Europe	136		122		271		245
China	100		101		168		182
Russia	44		45		85		80
Africa and Middle East	38		55		89		110
Latin America	32		46		71		86
India	23		49		59		96
Total sales	$	1,601	$	2,015	$	3,408	$	4,008

Distribution segment external sales by product line were as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Parts	$	653	$	827	$	1,436	$	1,668
Power generation	376		425		751		826
Service	296		371		623		733
Engines	276		392		598		781
Total sales	$	1,601	$	2,015	$	3,408	$	4,008

Components segment external sales by business were as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Emission solutions	$	394	$	735	$	964	$	1,484
Filtration	206		263		455		522
Turbo technologies	142		181		300		371
Electronics and fuel systems	91		66		147		120
Automated transmissions	43		156		125		305
Total sales	$	876	$	1,401	$	1,991	$	2,802

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Power Systems segment external sales by product line were as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Power generation	$	224	$	380	$	493	$	688
Industrial	145		246		310		477
Generator technologies	59		98		125		182
Total sales	$	428	$	724	$	928	$	1,347

NOTE 4. PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We sponsor funded and unfunded domestic and foreign defined benefit pension and other postretirement benefit (OPEB) plans. Contributions to these plans were as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019



Defined benefit pension contributions	$	10	$	44	$	66	$	77


OPEB payments, net	12		1		16		15


Defined contribution pension plans	18		18		52		57

During the remainder of 2020, we anticipate making $13 million in additional defined benefit pension contributions in the U.K. and $12 million in contributions to our U.S. non-qualified benefit plans. These contributions may be made from trusts or company funds either to increase pension assets or to make direct benefit payments to plan participants. We expect our 2020 annual net periodic pension cost to approximate $102 million.

The components of net periodic pension and OPEB costs under our plans were as follows:


	Pension
	U.S. Plans						U.K. Plans						OPEB
	Three months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service cost	$	33	$	29	$	7	$	6	$	—	$	—
Interest cost	23		27		9		11		1		3
Expected return on plan assets	(48)		(48)		(18)		(18)		—		—
Amortization of prior service cost	1		1		—		1		—		—
Recognized net actuarial loss	10		4		9		3		—		—
Net periodic benefit cost	$	19	$	13	$	7	$	3	$	1	$	3



	Pension
	U.S. Plans						U.K. Plans						OPEB
	Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Service cost	$	67	$	58	$	14	$	13	$	—	$	—
Interest cost	47		54		18		22		3		5
Expected return on plan assets	(97)		(95)		(37)		(36)		—		—
Amortization of prior service cost	1		1		1		1		—		—
Recognized net actuarial loss	20		8		17		6		—		—
Net periodic benefit cost	$	38	$	26	$	13	$	6	$	3	$	5

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NOTE 5. EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES

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


	Three months ended							Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020			June 30, 2019
Manufacturing entities
Beijing Foton Cummins Engine Co., Ltd.	$	34	$	20	$	51		$	41
Dongfeng Cummins Engine Company, Ltd.	26		16		34			30
Chongqing Cummins Engine Company, Ltd.	11		10		20			22
All other manufacturers	23		28		78		⁽¹⁾	55



Distribution entities
Komatsu Cummins Chile, Ltda.	7		7		17			13
All other distributors	—		—		—			(1)


Cummins share of net income	101		81		200			160
Royalty and interest income	14		15		44			28
Equity, royalty and interest income from investees	$	115	$	96	$	244		$	188

⁽¹⁾Includes $37 million in adjustments related to tax changes within India's 2020-2021 Union Budget of India (India Tax Law Changes) passed in March 2020. See NOTE 6, "INCOME TAXES" for additional information on India Tax Law Changes.

NOTE 6. INCOME TAXES

Our effective tax rates for the three and six months ended June 28, 2020, were 25.7 percent and 21.6 percent, respectively. Our effective tax rates for the three and six months ended June 30, 2019, were 21.4 percent and 21.1 percent, respectively, and contained immaterial discrete items.

The three months ended June 28, 2020, contained unfavorable discrete items of $14 million, primarily due to changes in tax reserves on certain U.S. tax matters.

The six months ended June 28, 2020, contained $4 million of favorable net discrete tax items, primarily due to favorable tax changes within India's 2020-2021 Union Budget of India (India Tax Law Change) passed in March of 2020, partially offset by unfavorable changes in tax reserves in the second quarter of 2020. The India Tax Law Change eliminated the dividend distribution tax and replaced it with a lower rate withholding tax as the burden shifted from the dividend payor to the dividend recipient for a net favorable income statement impact of $35 million.

The India Tax Law Change resulted in the following adjustments to the Income Statement in the first half of 2020:




In millions	Favorable (Unfavorable)
Equity, royalty and interest income from investees	$	37
Income tax expense ⁽¹⁾	17
Less: Net income attributable to noncontrolling interests	(19)

Net income statement impact	$	35



⁽¹⁾ The adjustment to "Income tax expense" includes $15 million of discrete items.

NOTE 7. MARKETABLE SECURITIES

A summary of marketable securities, all of which were classified as current, was as follows:


	June 28, 2020										December 31, 2019
In millions	Cost		Gross unrealized gains/(losses)⁽¹⁾		Estimated fair value		Cost		Gross unrealized gains/(losses)⁽¹⁾		Estimated fair value

Equity securities





Debt mutual funds	$	221	$	5	$	226	$	180	$	3	$	183
Certificates of deposit	104		—		104		133		—		133

Equity mutual funds	18		3		21		19		4		23
Bank debentures	1		—		1		1		—		1
Debt securities	1		—		1		1		—		1







Total marketable securities	$	345	$	8	$	353	$	334	$	7	$	341

⁽¹⁾ Unrealized gains and losses for debt securities are recorded in other comprehensive income while unrealized gains and losses for equity securities are recorded in "Other income, net" in our Condensed Consolidated Statements of Net Income.

All debt securities are classified as available-for-sale. All marketable securities presented use a Level 2 fair value measure. The fair value of Level 2 securities is estimated using actively quoted prices for similar instruments from brokers and observable inputs where available, including market transactions and third-party pricing services, or net asset values provided to investors. We do not currently have any Level 3 securities, and there were no transfers between Level 2 or 3 during the first half of 2020 or for the year ended December 31, 2019.

A description of the valuation techniques and inputs used for our Level 2 fair value measures is as follows:

•Debt mutual funds — The fair value measures for the vast majority of these investments are the daily net asset values 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.

•Certificates of deposit and bank debentures — These investments provide us with a contractual rate of return and generally range in maturity from three months to five years. The counterparties 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 institution's month-end statement.

•Equity mutual funds — The fair value measures for these investments are the net asset values 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.

•Debt securities — The fair value measures for these securities are broker quotes received from reputable firms. These securities are infrequently traded on a national exchange and these values are used on a test basis to corroborate our Level 2 input measure.

The proceeds from sales and maturities of marketable securities were as follows:


	Six months ended
In millions	June 28, 2020		June 30, 2019
Proceeds from sales of marketable securities	$	164	$	97
Proceeds from maturities of marketable securities	90		56
Investments in marketable securities - liquidations	$	254	$	153

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NOTE 8. INVENTORIES

Inventories are stated at the lower of cost or market. Inventories included the following:


In millions	June 28, 2020		December 31, 2019
Finished products	$	2,268	$	2,214
Work-in-process and raw materials	1,519		1,395
Inventories at FIFO cost	3,787		3,609
Excess of FIFO over LIFO	(132)		(123)
Total inventories	$	3,655	$	3,486

NOTE 9. DEBT

Loans Payable and Commercial Paper

Loans payable, commercial paper and the related weighted-average interest rates were as follows:


In millions	June 28, 2020		December 31, 2019


Loans payable ⁽¹⁾	$	109	$	100

Commercial paper ⁽²⁾	2,027		660




⁽¹⁾ Loans payable consist primarily of notes payable to various domestic and international financial institutions. It is not practicable to aggregate these notes and calculate a quarterly weighted-average interest rate.
⁽²⁾ The weighted-average interest rate, inclusive of all brokerage fees, was 0.55 percent and 1.82 percent at June 28, 2020 and December 31, 2019, respectively.

On April 14, 2020, we were approved for the Federal Reserve Bank of New York’s Commercial Paper Funding Facility (CPFF) program to assure access to the commercial paper funding markets during volatile credit market conditions. The CPFF was intended to provide a liquidity backstop to U.S. issuers of commercial paper through a special purpose vehicle (SPV). The facility allows us, based on our current short-term credit rating, to issue three-month unsecured commercial paper at a rate equal to a +110 basis point spread over the three-month overnight index swap rate on the date of issuance. The maximum amount of commercial paper that we may issue at any time through this program is $1.5 billion less the total principal amount of all other outstanding commercial paper that we have issued. We retain full access to our Board authorized $3.5 billion commercial paper program, as reduced by any amounts issued under this facility. The SPV is currently scheduled to cease purchasing commercial paper on March 17, 2021. As of June 28, 2020, we issued $230 million of commercial paper under the CPFF program.

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Revolving Credit Facilities

On May 1, 2020, we entered into an additional 364-day credit facility agreement that allows us to borrow up to $2.0 billion of senior unsecured funds at any time through April 30, 2021. This program does not backstop or increase our borrowing capacity for our commercial paper programs. Amounts payable under this revolving credit facility will rank pro rata with all of our unsecured, unsubordinated indebtedness. Advances under the facility bear interest at (i) an alternate base rate or (ii) a rate equal to the adjusted LIBOR 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 adjusted LIBOR rate loans was 1.25 percent per annum as of June 28, 2020. Advances under the facility may be prepaid without premium or penalty, subject to customary breakage costs. This agreement includes various covenants, including, among others, maintaining a net debt to total capital leverage ratio of no more than 0.65 to 1.0.

We have access to committed credit facilities that total $5.5 billion, including a $1.5 billion 364-day facility that expires August 19, 2020, a $2.0 billion five-year facility that expires on August 22, 2023 and our new $2.0 billion 364-day facility that expires on April 30, 2021. We generally maintain credit facilities at the current or higher aggregate amounts by renewing or replacing these facilities at or before expiration. These revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings and for general corporate purposes.

At June 28, 2020, the $2,027 million of outstanding commercial paper effectively reduced the $5.5 billion of revolving credit capacity to $3.5 billion.

At June 28, 2020, we also had an additional $189 million available for borrowings under our international and other domestic credit facilities.

Long-term Debt

A summary of long-term debt was as follows:


In millions	Interest Rate	June 28, 2020		December 31, 2019
Long-term debt
Senior notes, due 2023⁽¹⁾	3.65%	$	500	$	500
Debentures, due 2027	6.75%	58		58
Debentures, due 2028	7.125%	250		250
Senior notes, due 2043	4.875%	500		500
Debentures, due 2098⁽²⁾	5.65%	165		165

Other debt		140		59

Unamortized discount		(49)		(50)
Fair value adjustments due to hedge on indebtedness		53		35
Finance leases		88		90
Total long-term debt		1,705		1,607
Less: Current maturities of long-term debt		66		31
Long-term debt		$	1,639	$	1,576

⁽¹⁾ In June 2020, we settled a portion of our February 2014 interest rate swap. See "Interest Rate Risk" below for additional information.
⁽²⁾ The effective interest rate on this debt is 7.48%.

Principal payments required on long-term debt during the next five years are as follows:



In millions	2020		2021		2022		2023		2024
Principal payments	$	44	$	59	$	29	$	524	$	22

Interest Rate Risk

In the first half of 2020, we entered into additional interest rate lock agreements to reduce the variability of the cash flows of the interest payments on a total of $500 million of fixed rate debt forecast to be issued in 2023 to replace our senior notes at maturity. We recorded a net gain of $10 million and net loss of $69 million in "Other comprehensive income" for the three and six months ended June 28, 2020, respectively.

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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 values and carrying values of total debt, including current maturities, were as follows:


In millions	June 28, 2020		December 31, 2019
Fair value of total debt ⁽¹⁾	$	4,241	$	2,706
Carrying values of total debt	3,841		2,367

⁽¹⁾ The fair value of debt is derived from Level 2 inputs.

NOTE 10. PRODUCT WARRANTY LIABILITY

A tabular reconciliation of the product warranty liability, including the deferred revenue related to our extended warranty coverage and accrued product campaigns was as follows:


	Six months ended
In millions	June 28, 2020		June 30, 2019
Balance, beginning of year	$	2,389	$	2,208
Provision for base warranties issued	161		259
Deferred revenue on extended warranty contracts sold	121		171
Provision for product campaigns issued	18		134
Payments made during period	(280)		(308)

Amortization of deferred revenue on extended warranty contracts	(115)		(117)
Changes in estimates for pre-existing product warranties	(20)		(8)
Foreign currency translation and other	(11)		(1)

Balance, end of period	$	2,263	$	2,338

We recognized supplier recoveries of $2 million and $11 million for the three and six months ended June 28, 2020, compared with $3 million and $61 million for the comparable periods in 2019.

Warranty related deferred revenues and warranty liabilities on our Condensed Consolidated Balance Sheets were as follows:


In millions	June 28, 2020		December 31, 2019		Balance Sheet Location
Deferred revenue related to extended coverage programs
Current portion	$	244	$	227	Current portion of deferred revenue
Long-term portion	702		714		Deferred revenue
Total	$	946	$	941

Product warranty
Current portion	$	681	$	803	Current portion of accrued product warranty
Long-term portion	636		645		Accrued product warranty
Total	$	1,317	$	1,448

Total warranty accrual	$	2,263	$	2,389

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Engine System Campaign Accrual

During 2017, the California Air Resources Board (CARB) and the U.S. Environmental Protection Agency (EPA) selected certain of our pre-2013 model year engine systems for additional emissions testing. Some of these engine systems failed CARB and EPA tests as a result of degradation of an aftertreatment component. In the second quarter of 2018, we reached agreement with the CARB and EPA regarding our plans to address the affected populations. From the fourth quarter of 2017 through the second quarter of 2018, we recorded charges for the expected costs of field campaigns to repair these engine systems.

The campaigns launched in the third quarter of 2018 are being completed in phases across the affected population. The total engine system campaign charge, excluding supplier recoveries, was $410 million. At June 28, 2020, the remaining accrual balance was $184 million.

NOTE 11. SUPPLEMENTAL BALANCE SHEET DATA

Other accrued expenses included the following:



In millions	June 28, 2020		December 31, 2019
Other taxes payable	$	199	$	228
Marketing accruals	181		176
Current portion of operating lease liabilities	136		131
Income taxes payable	90		52
Other	314		452
Other accrued expenses	$	920	$	1,039

Other liabilities included the following:



In millions	June 28, 2020		December 31, 2019

Operating lease liabilities	$	339	$	370
One-time transition tax	293		293
Deferred income taxes	292		306
Accrued compensation	180		206
Mark-to-market valuation on interest rate locks	103		12
Other long-term liabilities	379		192
Other liabilities	$	1,586	$	1,379

NOTE 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.

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On April 29, 2019, we announced that we were conducting a formal internal review of our emissions certification process and compliance with emission standards for our pick-up truck applications, following conversations with the EPA and CARB regarding certification of our engines in model year 2019 RAM 2500 and 3500 trucks. This review is being conducted with external advisors to ensure the certification and compliance processes for all of our pick-up truck applications are consistent with our internal policies, engineering standards and applicable laws. In addition, we voluntarily disclosed our formal internal review to the regulators and to other government agencies, the Department of Justice (DOJ) and the SEC, and have been working cooperatively with them to ensure a complete and thorough review. During conversations with the EPA and CARB about the effectiveness of our pick-up truck applications, the regulators raised concerns that certain aspects of our emissions systems may reduce the effectiveness of our emissions control systems and thereby act as defeat devices. As a result, our internal review focuses, in part, on the regulators’ concerns. We are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements. Based on discussions with the regulators, we have developed a new calibration for the engines in model year 2019 RAM 2500 and 3500 trucks that has been included in all engines shipped since September 2019. During our discussions, the regulators have asked us to look at other model years and other engines, though the primary focus of our review has been the model year 2019 RAM. We are also fully cooperating with the DOJ's and the SEC's information requests and inquiries. Due to the continuing nature of our formal review, our ongoing cooperation with our regulators and other government agencies, and the presence of many unknown facts and circumstances, we cannot predict the final outcome of this review and these regulatory and agency processes, and we cannot provide assurance that the matter will not have a materially adverse impact on our results of operations and cash flows.

Guarantees and Commitments

Periodically, we enter into guarantee arrangements, including guarantees of non-U.S. distributor financings, residual value guarantees on equipment under operating leases and other miscellaneous guarantees of joint ventures or third-party obligations. At June 28, 2020, the maximum potential loss related to these guarantees was $47 million.

We have arrangements with certain suppliers that require us to purchase minimum volumes or be subject to monetary penalties. At June 28, 2020, if we were to stop purchasing from each of these suppliers, the aggregate amount of the penalty would be approximately $42 million. Most of these arrangements enable us to secure supplies of critical components. We do not currently anticipate paying any penalties under these contracts.

We enter into physical forward contracts with suppliers of platinum and palladium to purchase certain volumes of the commodities at contractually stated prices for various periods, which generally fall within two years. At June 28, 2020, the total commitments under these contracts were $54 million. These arrangements enable us to guarantee 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 $95 million at June 28, 2020.

Indemnifications

Periodically, we enter into various contractual arrangements where we agree to indemnify a third-party against certain types of losses. Common types of indemnities include:

•product liability and license, patent or trademark indemnifications;

•asset sale agreements where we agree to indemnify the purchaser against future environmental exposures related to the asset sold; and

•any contractual agreement where we agree to indemnify the counterparty for losses suffered as a result of a misrepresentation in the contract.

We regularly evaluate the probability of having to incur costs associated with these indemnities and accrue for expected losses that are probable. Because the indemnifications are not related to specified known liabilities and due to their uncertain nature, we are unable to estimate the maximum amount of the potential loss associated with these indemnifications.

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NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS

Following are the changes in accumulated other comprehensive income (loss) by component for the three months ended:



In millions	Change in pensions and other postretirement defined benefit plans		Foreign currency translation adjustment		Unrealized gain (loss) on debt securities		Unrealized gain (loss) on derivatives		Total attributable to Cummins Inc.		Noncontrolling interests		Total
Balance at March 29, 2020	$	(732)	$	(1,430)	$	—	$	(88)	$	(2,250)
Other comprehensive income before reclassifications
Before-tax amount	—		(7)		—		(3)		(10)		$	(5)	$	(15)
Tax benefit (expense)	—		1		—		3		4		—		4
After-tax amount	—		(6)		—		—		(6)		(5)		(11)
Amounts reclassified from accumulated other comprehensive income (loss)⁽¹⁾	16		—		—		(2)		14		—		14

Net current period other comprehensive income (loss)	16		(6)		—		(2)		8		$	(5)	$	3
Balance at June 28, 2020	$	(716)	$	(1,436)	$	—	$	(90)	$	(2,242)

Balance at March 31, 2019	$	(682)	$	(1,057)	$	(1)	$	1	$	(1,739)
Other comprehensive income before reclassifications
Before-tax amount	1		(97)		1		(11)		(106)		$	—	$	(106)
Tax benefit (expense)	—		(2)		—		4		2		—		2
After-tax amount	1		(99)		1		(7)		(104)		—		(104)
Amounts reclassified from accumulated other comprehensive income (loss)⁽¹⁾	6		—		—		(3)		3		—		3
Net current period other comprehensive income (loss)	7		(99)		1		(10)		(101)		$	—	$	(101)
Balance at June 30, 2019	$	(675)	$	(1,156)	$	—	$	(9)	$	(1,840)

⁽¹⁾ Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.

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Following are the changes in accumulated other comprehensive income (loss) by component for the six months ended:




In millions	Change in pensions and other postretirement defined benefit plans		Foreign currency translation adjustment		Unrealized gain (loss) on debt securities		Unrealized gain (loss) on derivatives			Total attributable to Cummins Inc.		Noncontrolling interests		Total
Balance at December 31, 2019	$	(734)	$	(1,285)	$	—	$	(9)		$	(2,028)
Other comprehensive income before reclassifications
Before-tax amount	(19)		(155)		—		(98)			(272)		$	(22)	$	(294)
Tax benefit (expense)	5		4		—		21			30		—		30
After-tax amount	(14)		(151)		—		(77)			(242)		(22)		(264)
Amounts reclassified from accumulated other comprehensive loss⁽¹⁾	32		—		—		(4)			28		—		28
Net current period other comprehensive income (loss)	18		(151)		—		(81)		⁽²⁾	(214)		$	(22)	$	(236)
Balance at June 28, 2020	$	(716)	$	(1,436)	$	—	$	(90)		$	(2,242)

Balance at December 31, 2018	$	(671)	$	(1,138)	$	—	$	2		$	(1,807)
Other comprehensive income before reclassifications
Before-tax amount	(22)		(17)		—		(8)			(47)		$	3	$	(44)
Tax benefit (expense)	5		(1)		—		3			7		—		7
After-tax amount	(17)		(18)		—		(5)			(40)		3		(37)
Amounts reclassified from accumulated other comprehensive loss⁽¹⁾	13		—		—		(6)			7		—		7
Net current period other comprehensive income (loss)	(4)		(18)		—		(11)			(33)		$	3	$	(30)
Balance at June 30, 2019	$	(675)	$	(1,156)	$	—	$	(9)		$	(1,840)










⁽¹⁾ Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.
⁽²⁾ Primarily related to interest rate lock activity. See the Interest Rate Risk section in NOTE 9 "DEBT" for additional information.

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NOTE 14. RESTRUCTURING ACTIONS

In November 2019, we announced our intentions to reduce our global workforce in response to the continued deterioration in our global markets in the second half of 2019, as well as expected reductions in orders in most U.S. and international markets in 2020. In the fourth quarter of 2019, we began executing restructuring actions, primarily in the form of voluntary and involuntary employee separation programs. To the extent these programs involve voluntary separations, a liability is generally recorded at the time offers to employees are accepted. To the extent these programs provide separation benefits in accordance with pre-existing agreements or policies, a liability is recorded once the amount is probable and reasonably estimable. We incurred a charge of $119 million ($90 million after-tax) in the fourth quarter of 2019 for these actions which impacted approximately 2,300 employees. The voluntary actions were completed by December 31, 2019 and the involuntary actions were completed by June 28, 2020.

The table below summarizes the activity and balance of accrued restructuring, which is included in "Other accrued expenses" in our Condensed Consolidated Balance Sheets:


In millions	Restructuring Accrual
Balance at December 31, 2019	$	116

Cash payments	(81)
Change in estimate	(5)
Foreign currency translation	(1)
Balance at June 28, 2020	$	29

NOTE 15. 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 (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is the President and Chief Operating Officer.

Our reportable operating segments consist of Engine, Distribution, Components, Power Systems and New Power. This reporting structure is organized according to the products and markets each segment serves. The Engine segment produces engines (15 liters and smaller) and associated parts for sale to customers in on-highway and various off-highway markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, agriculture, power generation systems and other off-highway applications. The Distribution segment includes wholly-owned and partially-owned distributorships engaged in wholesaling engines, generator sets and service parts, as well as performing service and repair activities on our products and maintaining relationships with various OEMs throughout the world. The Components segment sells filtration products, aftertreatment systems, turbochargers, electronics, fuel systems and automated transmissions. The Power Systems segment is an integrated power provider, which designs, manufactures and sells engines (16 liters and larger) for industrial applications (including mining, oil and gas, marine and rail), standby and prime power generator sets, alternators and other power components. The New Power segment designs, manufactures, sells and supports electrified power systems ranging from fully electric to hybrid along with innovative components and subsystems, including battery, fuel cell and hydrogen production technologies. We continue to serve all our markets as they adopt electrification and alternative power technologies, meeting the needs of our OEM partners and end customers.

We use EBITDA (defined as earnings before interest expense, income taxes, noncontrolling interests, depreciation and amortization) as the primary basis for the CODM to evaluate the performance of each of our reportable operating segments. We believe EBITDA is a useful measure of our operating performance as it assists investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors. Segment amounts exclude certain expenses not specifically identifiable to segments.

The accounting policies of our operating segments are the same as those applied in our Condensed Consolidated Financial Statements. We prepared the financial results of our operating segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions. We allocate certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance with GAAP. These include certain costs and expenses of shared services, such as information technology, human resources, legal, finance and supply chain management. We do not allocate gains (losses) of corporate owned life insurance or restructuring charges related to corporate functions to individual segments. EBITDA may not be consistent with measures used by other companies.

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Summarized financial information regarding our reportable operating segments for the three months ended is shown in the table below:


In millions	Engine		Distribution		Components		Power Systems		New Power		Total Segments		Intersegment Eliminations ⁽¹⁾		Total
Three months ended June 28, 2020
External sales	$	937	$	1,601	$	876	$	428	$	10	$	3,852	$	—	$	3,852
Intersegment sales	486		4		274		349		—		1,113		(1,113)		—
Total sales	1,423		1,605		1,150		777		10		4,965		(1,113)		3,852
Research, development and engineering expenses	65		4		55		41		24		189		—		189
Equity, royalty and interest income from investees	84		11		12		9		(1)		115		—		115

Interest income	1		1		1		1		—		4		—		4
Segment EBITDA	150		160		141		91		(38)		504		45		549
Depreciation and amortization ⁽²⁾	51		30		47		32		4		164		—		164



Three months ended June 30, 2019
External sales	$	2,073	$	2,015	$	1,401	$	724	$	8	$	6,221	$	—	$	6,221
Intersegment sales	630		13		445		479		—		1,567		(1,567)		—
Total sales	2,703		2,028		1,846		1,203		8		7,788		(1,567)		6,221
Research, development and engineering expenses	88		7		75		57		24		251		—		251
Equity, royalty and interest income from investees	62		12		11		11		—		96		—		96

Interest income	4		4		2		2		—		12		—		12
Segment EBITDA	416		172		297		173		(33)		1,025		33		1,058
Depreciation and amortization ⁽²⁾	51		28		47		30		2		158		—		158



⁽¹⁾Includes intersegment sales, intersegment profit in inventory eliminations and unallocated corporate expenses. There were no significant unallocated corporate expenses for the three months ended June 28, 2020 and June 30, 2019.

⁽²⁾Depreciation and amortization, as shown on a segment basis, excludes the amortization of debt discount and deferred costs included in the Condensed Consolidated Statements of Net Income as "Interest expense." A portion of depreciation expense is included in "Research, development and engineering expenses."

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Summarized financial information regarding our reportable operating segments for the six months ended is shown in the table below:



In millions	Engine		Distribution		Components		Power Systems		New Power		Total Segments		Intersegment Eliminations ⁽¹⁾		Total
Six months ended June 28, 2020
External sales	$	2,516	$	3,408	$	1,991	$	928	$	20	$	8,863	$	—	$	8,863
Intersegment sales	1,065		11		661		733		—		2,470		(2,470)		—
Total sales	3,581		3,419		2,652		1,661		20		11,333		(2,470)		8,863
Research, development and engineering expenses	145		11		123		95		53		427		—		427
Equity, royalty and interest income from investees	162		32		33		18		(1)		244		—		244

Interest income	5		2		2		2		—		11		—		11
Segment EBITDA	515		318		420		168		(81)		1,340		55		1,395
Depreciation and amortization⁽²⁾	104		61		95		64		8		332		—		332


Six months ended June 30, 2019
External sales	$	4,057	$	4,008	$	2,802	$	1,347	$	11	$	12,225	$	—	$	12,225
Intersegment sales	1,299		21		905		933		—		3,158		(3,158)		—
Total sales	5,356		4,029		3,707		2,280		11		15,383		(3,158)		12,225
Research, development and engineering expenses	166		14		150		113		45		488		—		488
Equity, royalty and interest income from investees	118		23		21		26		—		188		—		188

Interest income	8		8		4		4		—		24		—		24
Segment EBITDA	854		343		622		311		(62)		2,068		23		2,091
Depreciation and amortization⁽²⁾	101		57		93		59		4		314		—		314

⁽¹⁾Includes intersegment sales, intersegment profit in inventory eliminations and unallocated corporate expenses. There were no significant unallocated corporate expenses for the six months ended June 28, 2020 and June 30, 2019.
⁽²⁾Depreciation and amortization, as shown on a segment basis, excludes the amortization of debt discount and deferred costs included in the Condensed Consolidated Statements of Net Income as "Interest expense." The amortization of debt discount and deferred costs was $1 million and $1 million for the six months ended June 28, 2020 and June 30, 2019, respectively. A portion of depreciation expense is included in "Research, development and engineering expenses."

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


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Total EBITDA	$	549	$	1,058	$	1,395	$	2,091
Less:
Depreciation and amortization	164		158		332		314
Interest expense	23		29		46		61
Income before income taxes	$	362	$	871	$	1,017	$	1,716

NOTE 16. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued a new standard that aligns the accounting for implementation costs incurred in a cloud computing arrangement accounted for as a service contract with the model currently used for internal use software costs. Under the new standard, costs that meet certain criteria will be required to be capitalized on the balance sheet and subsequently amortized over the term of the hosting arrangement. We adopted the standard on January 1, 2020, on a prospective basis as allowed by the standard. The adoption is not expected to have a material impact on our Condensed Consolidated Financial Statements.

On January 1, 2020, we adopted the new FASB standard amendment related to accounting for credit losses on financial instruments. This amendment introduces new guidance for accounting for credit losses on instruments including trade receivables and held-to-maturity debt securities. The standard requires entities to record a cumulative effect adjustment to the statement of financial position. We recorded a net decrease to opening retained earnings of $4 million, net of tax, as of January 1, 2020, due to the cumulative impact of adopting the new standard. The impact to any individual financial statement line item as a result of applying the new standard, as compared to the old standard, was not material for the six months ended June 28, 2020.

In March 2020, the FASB amended its standard to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendment allows entities to elect not to apply certain modification accounting requirements to contracts affected by reference rate reform if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. These expedients would apply to our interest rate swaps and interest rate locks. The guidance was effective upon issuance and expires after December 31, 2022. The amendment did not have an effect on our Condensed Consolidated Financial Statements at June 28, 2020. We are still evaluating which contracts will be impacted by reference rate reform, but the expedients will allow us to make permitted changes prior to the expiration of the amendments without resulting in an impact to our Consolidated Financial Statements.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 quarterly 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:

•market slowdown due to the impacts from COVID-19 pandemic, other public health crises, epidemics or pandemics;

•impacts to manufacturing and supply chain abilities from an extended shutdown or disruption of our operations due to the COVID-19 pandemic;

•supply shortages and supplier financial risk, particularly from any of our single-sourced suppliers, including suppliers that may be impacted by the COVID-19 pandemic;

•aligning our capacity and production with our demand, including impacts of COVID-19;

•a major customer experiencing financial distress, particularly related to the COVID-19 pandemic;

•any adverse results of our internal review into our emissions certification process and compliance with emission standards;

•increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world;

•disruptions in global credit and financial markets as the result of the COVID-19 pandemic;

•adverse impacts from government actions to stabilize credit markets and financial institutions and other industries;

•product recalls;

•the development of new technologies that reduce demand for our current products and services;

•policy changes in international trade;

•a slowdown in infrastructure development and/or depressed commodity prices;

•the U.K.'s exit from the European Union (EU);

•labor relations or work stoppages;

•reliance on our executive leadership team and other key personnel;

•lower than expected acceptance of new or existing products or services;

•changes in the engine outsourcing practices of significant customers;

•our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures and related uncertainties of entering such transactions;

•exposure to potential security breaches or other disruptions to our information technology systems and data security;

•challenges or unexpected costs in completing cost reduction actions and restructuring initiatives;

•failure to realize expected results from our investment in Eaton Cummins Automated Transmission Technologies joint venture;

•political, economic and other risks from operations in numerous countries;

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•competitor activity;

•increasing competition, including increased global competition among our customers in emerging markets;

•foreign currency exchange rate changes;

•variability in material and commodity costs;

•the actions of, and income from, joint ventures and other investees that we do not directly control;

•changes in taxation;

•global legal and ethical compliance costs and risks;

•product liability claims;

•increasingly stringent environmental laws and regulations;

•the performance of our pension plan assets and volatility of discount rates, particularly those related to the sustained slowdown of the global economy due to the COVID-19 pandemic;

•future bans or limitations on the use of diesel-powered products;

•the price and availability of energy;

•our sales mix of products;

•protection and validity of our patent and other intellectual property rights;

•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; and

•other risk factors described in Part II, Item 1A. in this quarterly report 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 quarterly report and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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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 Management's Discussion and Analysis of Financial Condition and Results of Operations section of our 2019 Form 10-K. Our MD&A is presented in the following sections:

•EXECUTIVE SUMMARY AND FINANCIAL HIGHLIGHTS

•RESULTS OF OPERATIONS

•OPERATING SEGMENT RESULTS

•OUTLOOK

•LIQUIDITY AND CAPITAL RESOURCES

•APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

•RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

EXECUTIVE SUMMARY AND FINANCIAL HIGHLIGHTS

Overview

We are a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, electric power generation systems, batteries, electrified power systems, hydrogen generation and fuel cell products. We sell our products to original equipment manufacturers (OEMs), distributors, dealers and other customers worldwide. We have long-standing relationships with many of the leading manufacturers in the markets we serve, including PACCAR Inc, Navistar International Corporation, Daimler Trucks North America and Fiat Chrysler Automobiles (Chrysler). We serve our customers through a network of approximately 600 wholly-owned, joint venture and independent distributor locations and over 7,600 Cummins certified dealer locations in more than 190 countries and territories.

Our financial performance depends, in large part, on varying conditions in the markets we serve, particularly the on-highway, construction and general industrial markets. Demand in these markets tends to fluctuate in response to overall economic conditions. Our sales may also be impacted by OEM inventory levels, production schedules and stoppages. Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets. As a worldwide business, our operations are also affected by currency, political, economic, public health crises, epidemics or pandemics 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.

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COVID-19 Update

The outbreak of COVID-19 spread throughout the world and became a global pandemic with the resultant economic impacts evolving into a worldwide recession. The pandemic triggered a significant downturn in our markets globally and these challenging market conditions could continue for an extended period of time. In an effort to contain the spread of COVID-19, maintain the well-being of our employees and stakeholders, match the reduced demand from our customers and in accordance with governmental requirements, we closed or partially shut down certain office, manufacturing and distribution facilities around the world in March 2020. These closures expanded and continued into the second quarter of 2020. Most of our manufacturing and distribution facilities were open early in the second quarter of 2020, although operating at reduced capacities, while many of our global office buildings remained closed throughout the second quarter. While the impacts of the pandemic and the resulting global recession are expected to be temporary, the duration of the production and supply chain disruptions, and related financial impacts, cannot be estimated at this time. Should the reduced manufacturing and distribution capacities continue for an extended period of time or worsen, the impact on our production and supply chain could have a material adverse effect on our results of operations, financial condition and cash flows. Our Board of Directors continues to monitor and evaluate all of these factors along with the continuing impacts of the COVID-19 pandemic on our business and operations.

2020 Results

Our results for the first half of 2020 were significantly impacted by COVID-19, which caused manufacturing and supplier plant closures in China in early 2020 and other targeted shut-downs beginning in late March 2020 in response to both customer plant closures and government actions to slow the spread of the virus. Plants closed in China during the first quarter were reopened in late March 2020; however, additional plants and distribution locations around the world were shut down or working at reduced capacities early in the second quarter. Although these actions did not have a material effect on our results of operations in the first quarter, they materially impacted our second quarter results and we expect them to continue to have significant impacts on our results of operations, financial condition and cash flows throughout the remainder of 2020.

Worldwide revenues decreased 38 percent in the three months ended June 28, 2020, compared to the same period in 2019, as we experienced lower demand in all major operating segments and almost all geographic regions of the world due to the economic impacts of COVID-19 and the anticipated down cycle in most of our related markets. Net sales in the U.S. and Canada declined 48 percent, primarily due to COVID-19 impacts resulting in decreased demand in North American on-highway markets, which also negatively impacted our emission solutions, automated transmissions and turbo technologies businesses, reduced sales in our distribution product lines and decreased demand for power generation equipment. International demand (excludes the U.S. and Canada) declined by 22 percent, with lower sales in all geographic regions except for China's rebound from first quarter shutdowns. The decline in international sales was principally due to COVID-19 impacts resulting in decreased demand in on-highway markets (mainly medium-duty truck), which also negatively impacted our emission solutions and turbo technologies businesses, lower off-highway demand (mainly international mining markets and oil and gas markets in China, partially offset by higher construction markets in China), lower demand for power generation equipment, reduced demand in all distribution product lines and unfavorable foreign currency impacts of 5 percent of international sales (primarily the Chinese renminbi, Brazilian real, Australian dollar and British pound).

Worldwide revenues decreased 28 percent in the six months ended June 28, 2020, compared to the same period in 2019, as we experienced lower demand in all major operating segments and almost all geographic regions of the world due to the economic impacts of COVID-19 and the anticipated down cycle in most of our related markets. Net sales in the U.S. and Canada declined 32 percent, primarily due to COVID-19 impacts resulting in decreased demand in the North American on-highway markets, which also negatively impacted our emission solutions, automated transmissions and turbo technologies businesses, reduced sales in our distribution product lines and decreased demand for power generation equipment. International demand (excludes the U.S. and Canada) declined by 20 percent, with lower sales in all geographic regions except for China's rebound from first quarter shutdowns. The decrease in international sales was principally due to COVID-19 impacts resulting in lower off-highway demand (mainly international mining markets, construction markets in Western Europe, Asia Pacific and India and oil and gas markets in China, partially offset by higher construction market demand in China), decreased demand in on-highway markets (mainly medium-duty truck markets), which also negatively impacted our emission solutions and turbo technologies businesses, lower demand for power generation equipment, reduced demand in all distribution product lines and unfavorable foreign currency impacts of 4 percent of international sales (primarily the Chinese renminbi, Brazilian real, Australian dollar and Euro).

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The following tables contain sales and EBITDA (defined as earnings before interest expense, income taxes, noncontrolling interests, depreciation and amortization) by operating segment for the three and six months ended June 28, 2020 and June 30, 2019. See the section titled "OPERATING SEGMENT RESULTS" for a more detailed discussion of net sales and EBITDA by operating segment including the reconciliation of segment EBITDA to net income attributable to Cummins Inc.


	Three months ended
Operating Segments	June 28, 2020										June 30, 2019						Percent change
			Percent						Percent				2020 vs. 2019
In millions	Sales		of Total		EBITDA		Sales		of Total		EBITDA		Sales		EBITDA
Engine	$	1,423	37	%	$	150	$	2,703	43	%	$	416	(47)	%	(64)	%
Distribution	1,605		42	%	160		2,028		33	%	172		(21)	%	(7)	%
Components	1,150		30	%	141		1,846		30	%	297		(38)	%	(53)	%
Power Systems	777		20	%	91		1,203		19	%	173		(35)	%	(47)	%
New Power	10		—	%	(38)		8		—	%	(33)		25	%	(15)	%
Intersegment eliminations	(1,113)		(29)	%	45		(1,567)		(25)	%	33		(29)	%	36	%

Total	$	3,852	100	%	$	549	$	6,221	100	%	$	1,058	(38)	%	(48)	%

Net income attributable to Cummins was $276 million, or $1.86 per diluted share, on sales of $3.9 billion for the three months ended June 28, 2020, versus the comparable prior year period net income attributable to Cummins of $675 million, or $4.27 per diluted share, on sales of $6.2 billion. The decreases in net income and earnings per diluted share were driven by lower net sales, decreased gross margin and a higher effective tax rate, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in lower compensation expenses, increased equity, royalty and interest income from investees as China rebounded from first quarter shutdowns and net losses attributable to noncontrolling interests. The decrease in gross margin and gross margin as a percentage of sales was primarily due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced warranty expenses.



	Six months ended
Operating Segments	June 28, 2020										June 30, 2019						Percent change
			Percent						Percent				2020 vs. 2019
In millions	Sales		of Total		EBITDA		Sales		of Total		EBITDA		Sales		EBITDA
Engine	$	3,581	40	%	$	515	$	5,356	44	%	$	854	(33)	%	(40)	%
Distribution	3,419		39	%	318		4,029		33	%	343		(15)	%	(7)	%
Components	2,652		30	%	420		3,707		30	%	622		(28)	%	(32)	%
Power Systems	1,661		19	%	168		2,280		19	%	311		(27)	%	(46)	%
New Power	20		—	%	(81)		11		—	%	(62)		82	%	(31)	%
Intersegment eliminations	(2,470)		(28)	%	55		(3,158)		(26)	%	23		(22)	%	NM

Total	$	8,863	100	%	$	1,395	$	12,225	100	%	$	2,091	(28)	%	(33)	%

"NM" - not meaningful information

Net income attributable to Cummins was $787 million, or $5.29 per diluted share, on sales of $8.9 billion for the six months ended June 28, 2020, versus the comparable prior year period net income attributable to Cummins of $1,338 million, or $8.47 per diluted share, on sales of $12.2 billion. The decreases in net income and earnings per diluted share were driven by lower net sales, decreased gross margin and unfavorable foreign currency fluctuations (primarily the Brazilian real, Chinese renminbi and Australian dollar), partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in lower compensation expenses, increased equity, royalty and interest income from investees as China rebounded from first quarter shutdowns and favorable adjustments related to India Tax Law Changes in March 2020. The decreases in gross margin and gross margin as a percentage of sales was primarily due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses, reduced warranty expenses and lower material costs. Diluted earnings per common share for the six months ended June 28, 2020, benefited $0.09 from fewer weighted-average shares outstanding, primarily due to the stock repurchase programs in the first quarter of 2020.

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We generated $357 million of cash from operations for the six months ended June 28, 2020, compared to $1,220 million for the comparable period in 2019, although we had a net use of cash from operations of $22 million for the three months ended June 28, 2020, due to the impacts of the pandemic. Refer to the section titled "Cash Flows" in the "LIQUIDITY AND CAPITAL RESOURCES" section for a discussion of items impacting cash flows.

Our debt to capital ratio (total capital defined as debt plus equity) at June 28, 2020, was 32.1 percent, compared to 21.9 percent at December 31, 2019. The increase was primarily due to higher outstanding commercial paper of $1,367 million since December 31, 2019. At June 28, 2020, we had $2.1 billion in cash and marketable securities on hand and access to our $5.5 billion credit facilities, if necessary, to meet currently anticipated working capital, investment and funding needs.

In the first six months of 2020, we purchased $550 million, or 3.5 million shares of common stock, which was all purchased in the first quarter of 2020.

On April 14, 2020, we were approved for the Federal Reserve Bank of New York's Commercial Paper Funding Facility to assure access to commercial paper funding during volatile market conditions. See NOTE 9, "DEBT" to the Condensed Consolidated Financial Statements for additional information.

In June 2020, we settled a portion of our February 2014 interest rate swap, which previously converted our $500 million debt issue, due in 2023, from fixed rate to floating rate based on a LIBOR spread. We will amortize the $30 million gain realized upon settlement over the remaining three year term of related debt. In July 2020, we settled the remaining $125 million of this interest rate swap and realized an additional $10 million gain to be amortized over the remaining term of the debt.

In the first six months of 2020, the investment loss on our U.S. pension trust was 0.2 percent while our U.K. pension trust gain was 10.3 percent. Investment performance in both trusts was negatively affected by the global recession and its impact on capital markets. During the remainder of 2020, we anticipate making $13 million in additional defined benefit pension contributions in the U.K. and $12 million in contributions to our U.S. non-qualified benefit plans. We expect our 2020 annual net periodic pension cost to approximate $102 million.

As of the date of this filing, our credit ratings and outlooks from the credit rating agencies remain unchanged.

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RESULTS OF OPERATIONS



	Three months ended									Favorable/								Six months ended							Favorable/
	June 28, 2020			June 30, 2019			(Unfavorable)								June 28, 2020			June 30, 2019			(Unfavorable)
In millions, except per share amounts											Amount		Percent											Amount		Percent
NET SALES		$	3,852		$	6,221		$	(2,369)		(38)	%	$	8,863		$	12,225		$	(3,362)		(28)	%
Cost of sales		2,962			4,580			1,618			35	%	6,679			9,052			2,373			26	%
GROSS MARGIN		890			1,641			(751)			(46)	%	2,184			3,173			(989)			(31)	%
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses		470			629			159			25	%	1,016			1,222			206			17	%
Research, development and engineering expenses		189			251			62			25	%	427			488			61			13	%
Equity, royalty and interest income from investees		115			96			19			20	%	244			188			56			30	%

Other operating expense, net		(10)			(9)			(1)			11	%	(15)			(4)			(11)			NM
OPERATING INCOME		336			848			(512)			(60)	%	970			1,647			(677)			(41)	%
Interest income		4			12			(8)			(67)	%	11			24			(13)			(54)	%
Interest expense		23			29			6			21	%	46			61			15			25	%
Other income, net		45			40			5			13	%	82			106			(24)			(23)	%
INCOME BEFORE INCOME TAXES		362			871			(509)			(58)	%	1,017			1,716			(699)			(41)	%
Income tax expense		93			186			93			50	%	220			362			142			39	%
CONSOLIDATED NET INCOME		269			685			(416)			(61)	%	797			1,354			(557)			(41)	%
Less: Net (loss) income attributable to noncontrolling interests		(7)			10			17			NM		10			16			6			38	%
NET INCOME ATTRIBUTABLE TO CUMMINS INC.		$	276		$	675		$	(399)		(59)	%	$	787		$	1,338		$	(551)		(41)	%
Diluted Earnings Per Common Share Attributable to Cummins Inc.		$	1.86		$	4.27		$	(2.41)		(56)	%	$	5.29		$	8.47		$	(3.18)		(38)	%

"NM" - not meaningful information


	Three months ended					Favorable/ (Unfavorable)			Six months ended				Favorable/ (Unfavorable)
	June 28, 2020		June 30, 2019					June 28, 2020			June 30, 2019
Percent of sales						Percentage Points							Percentage Points
Gross margin	23.1	%	26.4	%	(3.3)	24.6	%		26.0	%		(1.4)
Selling, general and administrative expenses	12.2	%	10.1	%	(2.1)	11.5	%		10.0	%		(1.5)
Research, development and engineering expenses	4.9	%	4.0	%	(0.9)	4.8	%		4.0	%		(0.8)

Net Sales

Net sales for the three months ended June 28, 2020, decreased by $2,369 million versus the comparable period in 2019. The primary drivers were as follows:

•Engine segment sales decreased 47 percent due to lower volumes in all North American on-highway markets.

•Components segment sales decreased 38 percent largely due to lower demand in North America and Western Europe, partially offset by higher demand in China.

•Power Systems segment sales decreased 35 percent primarily due to lower demand in power generation markets in North America and India and reduced industrial market demand in international mining markets and oil and gas markets in China and North America.

•Distribution segment sales decreased 21 percent principally due to lower demand in North America, especially in the parts and engine product lines.

•Unfavorable foreign currency fluctuations of 2 percent of total sales, primarily in the Chinese renminbi, Brazilian real, Australian dollar and British pound.

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Net sales for the six months ended June 28, 2020, decreased $3,362 million versus the comparable period in 2019. The primary drivers were as follows:

•Engine segment sales decreased 33 percent due to lower volumes in all North American on-highway markets.

•Components segment sales decreased 28 percent largely due to lower demand in North America and Western Europe, partially offset by higher demand in China.

•Power Systems segment sales decreased 27 percent primarily due to lower demand in power generation markets in North America and India and reduced industrial demand in international mining markets and oil and gas market in China.

•Distribution segment sales decreased 15 percent principally due to lower demand in North America, especially in the parts and engine product lines.

•Unfavorable foreign currency fluctuations of 2 percent of total sales, primarily in the Chinese renminbi, Brazilian real, Australian dollar and Euro.

Sales to international markets (excluding the U.S. and Canada), based on location of customers, for the three and six months ended June 28, 2020, were 48 percent and 42 percent of total net sales compared with 38 percent and 38 percent of total net sales for the comparable periods in 2019. A more detailed discussion of sales by segment is presented in the “OPERATING SEGMENT RESULTS” section.

Cost of Sales

The types of expenses included in cost of sales are the following: parts and material consumption, including direct and indirect materials; salaries, wages and benefits; depreciation on production equipment and facilities and amortization of technology intangibles; estimated costs of warranty programs and campaigns; production utilities; production-related purchasing; warehousing, including receiving and inspection; engineering support costs; repairs and maintenance; production and warehousing facility property insurance; rent for production facilities and other production overhead.

Gross Margin

Gross margin decreased $751 million for the three months ended June 28, 2020 and decreased 3.3 points as a percentage of sales, versus the comparable period in 2019. The decrease in gross margin and gross margin as a percentage of sales was primarily due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced warranty expenses.

Gross margin decreased $989 million for the six months ended June 28, 2020 and decreased 1.4 points as a percentage of sales versus the comparable period in 2019. The decrease in gross margin and gross margin as a percentage of sales was primarily due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses, reduced warranty expenses and lower material costs.

The provision for base warranties issued as a percent of sales for the three and six months ended June 28, 2020, was 1.7 percent and 1.8 percent, respectively, compared to 2.1 percent and 2.1 percent for the comparable periods in 2019. A detailed discussion of gross margin by segment is presented in the “OPERATING SEGMENT RESULTS” section.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $159 million for the three months ended June 28, 2020, versus the comparable period in 2019, primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses, reduced travel expenses and lower consulting expenses. Overall, selling, general and administrative expenses, as a percentage of sales, increased to 12.2 percent in the three months ended June 28, 2020, from 10.1 percent in the comparable period in 2019. The increase in selling, general and administrative expenses as a percentage of sales was primarily due to sales declining faster than selling, general and administrative expenses decreased, despite lower compensation expenses.

Selling, general and administrative expenses decreased $206 million for the six months ended June 28, 2020, versus the comparable period in 2019, primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses, reduced travel expenses and lower consulting expenses. Overall, selling, general and administrative expenses, as a percentage of sales, increased to 11.5 percent in the six months ended June 28, 2020, from 10.0 percent in the comparable period in 2019. The increase in selling, general and administrative expenses as a percentage of sales was primarily due to sales declining faster than selling, general and administrative expenses decreased, despite lower compensation expenses.

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Research, Development and Engineering Expenses

Research, development and engineering expenses decreased $62 million for the three months ended June 28, 2020, versus the comparable period in 2019 primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced consulting expenses. Overall, research, development and engineering expenses as a percentage of sales increased to 4.9 percent in the three months ended June 28, 2020, from 4.0 percent in the comparable period in 2019.

Research, development and engineering expenses decreased $61 million for the six months ended June 28, 2020, versus the comparable period in 2019 primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced consulting expenses. Overall, research, development and engineering expenses as a percentage of sales increased to 4.8 percent in the six months ended June 28, 2020, from 4.0 percent in the comparable period in 2019. Research activities continue to focus on development of new products to meet future emission standards around the world, improvements in fuel economy performance of diesel and natural gas-powered engines and related components as well as development activities around fully electric, hybrid and hydrogen powertrain solutions.

Equity, Royalty and Interest Income from Investees

Equity, royalty and interest income from investees increased $19 million for the three months ended June 28, 2020, versus the comparable period in 2019, primarily due to higher earnings at Beijing Foton Cummins Engine Co., Ltd. and Dongfeng Cummins Engine Co. as China rebounded from first quarter shutdowns.

Equity, royalty and interest income from investees increased $56 million for the six months ended June 28, 2020, versus the comparable period in 2019, primarily due to a $37 million adjustment as the result of tax changes within India's 2020-2021 Union Budget of India (India Tax Law Changes) passed in March 2020, $18 million of technology fee revenue recorded in the first quarter of 2020 and higher earnings at Beijing Foton Cummins Engine Co., Ltd. as China rebounded from first quarter shutdowns, partially offset by weakness in most other investees as a result of the pandemic. See NOTE 6, "INCOME TAXES" to the Condensed Consolidated Financial Statements for additional information on India Tax Law Changes.

Other Operating Expense, Net

Other operating expense, net was as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Amortization of intangible assets	$	(6)	$	(5)	$	(11)	$	(10)
(Loss) gain on sale of assets, net	(5)		—		(6)		5
Loss on write off of assets	(3)		—		(5)		—
Royalty income, net	—		3		2		9
Other, net	4		(7)		5		(8)
Total other operating expense, net	$	(10)	$	(9)	$	(15)	$	(4)

Interest Income

Interest income decreased $8 million and $13 million for the three and six months ended June 28, 2020, versus the comparable periods in 2019, primarily due to lower rates of return on higher average cash and marketable securities balances.

Interest Expense

Interest expense decreased $6 million and $15 million for the three and six months ended June 28, 2020, versus the comparable periods in 2019, mainly due to lower interest rates despite an increase in short-term borrowings.

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Other Income, Net

Other income, net was as follows:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
Gain on corporate owned life insurance	$	21	$	18	$	38	$	55
Non-service pension and other postretirement benefits credit	16		18		32		36
Gain on marketable securities, net	7		3		4		7
Rental income	2		2		4		4
Foreign currency loss, net	(2)		(2)		(3)		(8)
Bank charges	(7)		(3)		(10)		(6)



Other, net	8		4		17		18
Total other income, net	$	45	$	40	$	82	$	106

Income Tax Expense

The three months ended June 28, 2020, contained unfavorable discrete items of $14 million, primarily due to changes in tax reserves on certain U.S. tax matters.

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 for the three and six months ended June 28, 2020, decreased $17 million and $6 million, respectively, versus the comparable periods in 2019, primarily due to decreased earnings at Cummins India Limited and Eaton Cummins Joint Venture. The decreases for six months ended June 28, 2020, were partially offset by a $19 million unfavorable adjustment as the result of India Tax Law Changes passed in March 2020. See NOTE 6, "INCOME TAXES" to the Condensed Consolidated Financial Statements for additional information on India Tax Law Changes.

Net Income Attributable to Cummins Inc. and Diluted Earnings Per Common Share Attributable to Cummins Inc.

Net income and diluted earnings per common share attributable to Cummins Inc. for the three months ended June 28, 2020, decreased $399 million and $2.41 per diluted share versus the comparable period in 2019, primarily due to lower net sales, decreased gross margin and a higher effective tax rate, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in lower compensation expenses, increased equity, royalty and interest income from investees as China rebounded from first quarter shutdowns and net losses attributable to noncontrolling interests.

Net income and diluted earnings per common share attributable to Cummins Inc. for the six months ended June 28, 2020, decreased $551 million and $3.18 per diluted share versus the comparable period in 2019, primarily due to lower net sales, decreased gross margin and unfavorable foreign currency fluctuations (primarily the Brazilian real, Chinese renminbi and Australian dollar), partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in lower compensation expenses, increased equity, royalty and interest income from investees as China rebounded from first quarter shutdowns and favorable adjustments related to India Tax Law Changes in March 2020. Diluted earnings per common share for the six months ended June 28, 2020, benefited $0.09 from fewer weighted-average shares outstanding, primarily due to the stock repurchase programs in the first quarter of 2020.

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Comprehensive Income - Foreign Currency Translation Adjustment

The foreign currency translation adjustment was a net loss of $11 million and $173 million, respectively, for the three and six months ended June 28, 2020, compared to a net loss of $99 million and $15 million, respectively, for the three and six months ended June 30, 2019, and was driven by the following:


	Three months ended
	June 28, 2020					June 30, 2019
In millions	Translation adjustment		Primary currency driver vs. U.S. dollar	Translation adjustment		Primary currency driver vs. U.S. dollar
Wholly-owned subsidiaries	$	(7)	Brazilian real, Indian rupee, offset by Australian dollar, South African rand	$	(82)	British pound, Chinese renminbi
Equity method investments	1		British pound, Chinese renminbi, offset by Indian rupee	(17)		Chinese renminbi
Consolidated subsidiaries with a noncontrolling interest	(5)		Indian rupee	—
Total	$	(11)		$	(99)


	Six months ended
	June 28, 2020					June 30, 2019
In millions	Translation adjustment		Primary currency driver vs. U.S. dollar	Translation adjustment		Primary currency driver vs. U.S. dollar
Wholly-owned subsidiaries	$	(131)	Brazilian real, Indian rupee, Chinese renminbi, British pound	$	(8)	British pound offset by Indian rupee
Equity method investments	(20)		Chinese renminbi, Indian rupee	(10)		British pound
Consolidated subsidiaries with a noncontrolling interest	(22)		Indian rupee	3		Indian rupee
Total	$	(173)		$	(15)

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OPERATING SEGMENT RESULTS

Our reportable operating segments consist of the Engine, Distribution, Components, Power Systems and New Power segments. This reporting structure is organized according to the products and markets each segment serves. We use segment EBITDA as a primary basis for the Chief Operating Decision Maker to evaluate the performance of each of our reportable operating segments. We believe EBITDA is a useful measure of our operating performance as it assists investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors. Segment amounts exclude certain expenses not specifically identifiable to segments. See Note 15, "OPERATING SEGMENTS," to the Condensed Consolidated Financial Statements for additional information.

Following is a discussion of results for each of our operating segments.

Engine Segment Results

Financial data for the Engine segment was as follows:


	Three months ended								Favorable/								Six months ended				Favorable/
	June 28,			June 30,			(Unfavorable)							June 28,			June 30,		(Unfavorable)
In millions	2020			2019			Amount		Percent		2020			2019			Amount		Percent
External sales	$	937		$	2,073		$	(1,136)	(55)	%	$	2,516		$	4,057		$	(1,541)	(38)	%
Intersegment sales	486			630			(144)		(23)	%	1,065			1,299			(234)		(18)	%
Total sales	1,423			2,703			(1,280)		(47)	%	3,581			5,356			(1,775)		(33)	%

Research, development and engineering expenses	65			88			23		26	%	145			166			21		13	%
Equity, royalty and interest income from investees	84			62			22		35	%	162			118			44		37	%

Interest income	1			4			(3)		(75)	%	5			8			(3)		(38)	%
Segment EBITDA	150			416			(266)		(64)	%	515			854			(339)		(40)	%

							Percentage Points												Percentage Points
Segment EBITDA as a percentage of total sales	10.5		%	15.4		%			(4.9)		14.4		%	15.9		%			(1.5)

Sales for our Engine segment by market were as follows:


	Three months ended								Favorable/								Six months ended				Favorable/
	June 28,			June 30,			(Unfavorable)							June 28,			June 30,		(Unfavorable)
In millions	2020			2019			Amount		Percent		2020			2019			Amount		Percent
Heavy-duty truck	$	415		$	970		$	(555)	(57)	%	$	1,165		$	1,949		$	(784)	(40)	%
Medium-duty truck and bus	391			739			(348)		(47)	%	1,009			1,460			(451)		(31)	%
Light-duty automotive	180			480			(300)		(63)	%	533			862			(329)		(38)	%
Total on-highway	986			2,189			(1,203)		(55)	%	2,707			4,271			(1,564)		(37)	%
Off-highway	437			514			(77)		(15)	%	874			1,085			(211)		(19)	%
Total sales	$	1,423		$	2,703		$	(1,280)	(47)	%	$	3,581		$	5,356		$	(1,775)	(33)	%

							Percentage Points												Percentage Points
On-highway sales as percentage of total sales	69		%	81		%			(12)		76		%	80		%			(4)

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


	Three months ended			Favorable/				Six months ended			Favorable/
	June 28,	June 30,	(Unfavorable)				June 28,	June 30,	(Unfavorable)
	2020	2019	Amount	Percent		2020	2019	Amount	Percent
Heavy-duty	15,900	35,000	(19,100)	(55)	%	41,700	68,900	(27,200)	(39)	%
Medium-duty	44,900	76,400	(31,500)	(41)	%	106,100	155,400	(49,300)	(32)	%
Light-duty	29,800	64,100	(34,300)	(54)	%	79,200	120,500	(41,300)	(34)	%
Total unit shipments	90,600	175,500	(84,900)	(48)	%	227,000	344,800	(117,800)	(34)	%

Sales

Engine segment sales for the three months ended June 28, 2020, decreased $1,280 million versus the comparable period in 2019. The following were the primary drivers by market:

•Heavy-duty truck sales decreased $555 million principally due to lower volumes in the North American heavy-duty truck market with lower shipments of 73 percent.

•Medium-duty truck and bus sales decreased $348 million mainly due to lower demand in the North American medium-duty truck and bus markets with decreased unit shipments of 55 percent.

•Light-duty truck automotive sales decreased $300 million primarily due to lower pick-up sales to Chrysler.

•Unfavorable foreign currency fluctuations, primarily in the Chinese renminbi and Brazilian real.

Engine segment sales for the six months ended June 28, 2020, decreased $1,775 million versus the comparable period in 2019. The following were the primary drivers by market:

•Heavy-duty truck sales decreased $784 million principally due to lower volumes in the North American heavy-duty truck market with lower shipments of 54 percent.

•Medium-duty truck and bus sales decreased $451 million mainly due to lower demand in North American medium-duty truck and bus markets with decreased shipments of 36 percent.

•Light-duty truck automotive sales decreased $329 million primarily due to lower pick-up sales to Chrysler.

•Unfavorable foreign currency fluctuations, primarily in the Brazilian real and Chinese renminbi.

Segment EBITDA

Engine segment EBITDA for the three months ended June 28, 2020, decreased $266 million versus the comparable period in 2019, primarily due to lower gross margin, partially offset by lower selling, general and administrative expenses, decreased research, development and engineering expenses and increased equity, royalty and interest income from investees. The decrease in gross margin was mainly due to lower volumes, partially offset by decreased warranty expenses, lower material costs and prior restructuring actions, lower variable compensation and temporary salary reductions resulting in lower compensation expenses. The decrease in selling, general and administrative expenses and research, development and engineering expenses was primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced consulting expenses. The increase in equity, royalty and interest income from investees was principally due to higher earnings at Beijing Foton Cummins Engine Co., Ltd. and Dongfeng Cummins Engine Co. as China rebounded from first quarter shutdowns.

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Engine segment EBITDA for the six months ended June 28, 2020, decreased $339 million versus the comparable period in 2019, primarily due to lower gross margin, partially offset by lower selling, general and administrative expenses, increased equity, royalty and interest income from investees and lower research, development and engineering expenses. The decrease in gross margin was mainly due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in lower compensation expenses, reduced material costs and decreased warranty expenses. Selling, general and administrative expenses and research, development and engineering expenses decreased principally due to restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced consulting expenses. The increase in equity, royalty and interest income from investees was largely due to higher earnings at Tata Cummins Ltd., mainly due to an $18 million adjustment related to India Tax Law Changes passed in March 2020, $18 million of technology fee revenue recorded in the first quarter of 2020 and higher earnings at Beijing Foton Cummins Engine Co., Ltd. as China rebounded from first quarter shutdowns. See NOTE 6, "INCOME TAXES" to the Condensed Consolidated Financial Statements for additional information on India Tax Law Changes.

Distribution Segment Results

Financial data for the Distribution segment was as follows:


	Three months ended								Favorable/								Six months ended				Favorable/
	June 28,			June 30,			(Unfavorable)							June 28,			June 30,		(Unfavorable)
In millions	2020			2019			Amount		Percent		2020			2019			Amount		Percent
External sales	$	1,601		$	2,015		$	(414)	(21)	%	$	3,408		$	4,008		$	(600)	(15)	%
Intersegment sales	4			13			(9)		(69)	%	11			21			(10)		(48)	%
Total sales	1,605			2,028			(423)		(21)	%	3,419			4,029			(610)		(15)	%

Research, development and engineering expenses	4			7			3		43	%	11			14			3		21	%
Equity, royalty and interest income from investees	11			12			(1)		(8)	%	32			23			9		39	%
Interest income	1			4			(3)		(75)	%	2			8			(6)		(75)	%
Segment EBITDA	160			172			(12)		(7)	%	318			343			(25)		(7)	%

							Percentage Points												Percentage Points
Segment EBITDA as a percentage of total sales	10.0		%	8.5		%			1.5		9.3		%	8.5		%			0.8

Sales for our Distribution segment by region were as follows:


	Three months ended						Favorable/						Six months ended				Favorable/
	June 28,		June 30,		(Unfavorable)						June 28,		June 30,		(Unfavorable)
In millions	2020		2019		Amount		Percent		2020		2019		Amount		Percent
North America	$	1,041	$	1,384	$	(343)	(25)	%	$	2,287	$	2,783	$	(496)	(18)	%
Asia Pacific	190		223		(33)		(15)	%	386		443		(57)		(13)	%
Europe	136		124		12		10	%	272		247		25		10	%
China	101		102		(1)		(1)	%	169		184		(15)		(8)	%
Russia	44		45		(1)		(2)	%	86		80		6		8	%
Africa and Middle East	38		55		(17)		(31)	%	89		110		(21)		(19)	%
Latin America	32		46		(14)		(30)	%	71		86		(15)		(17)	%
India	23		49		(26)		(53)	%	59		96		(37)		(39)	%
Total sales	$	1,605	$	2,028	$	(423)	(21)	%	$	3,419	$	4,029	$	(610)	(15)	%

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


	Three months ended						Favorable/						Six months ended				Favorable/
	June 28,		June 30,		(Unfavorable)						June 28,		June 30,		(Unfavorable)
In millions	2020		2019		Amount		Percent		2020		2019		Amount		Percent
Parts	$	654	$	833	$	(179)	(21)	%	$	1,441	$	1,677	$	(236)	(14)	%
Power generation	377		427		(50)		(12)	%	753		830		(77)		(9)	%
Service	297		373		(76)		(20)	%	625		736		(111)		(15)	%
Engines	277		395		(118)		(30)	%	600		786		(186)		(24)	%
Total sales	$	1,605	$	2,028	$	(423)	(21)	%	$	3,419	$	4,029	$	(610)	(15)	%

Sales

Distribution segment sales for the three months ended June 28, 2020, decreased $423 million versus the comparable period in 2019. The following were the primary drivers by region:

•North American sales decreased $343 million, representing 81 percent of the total change in Distribution segment sales, primarily due to decreased demand in all product lines, especially parts and engine sales.

•Unfavorable foreign currency fluctuations, principally in the Australian dollar, Brazilian real, Chinese renminbi and South African rand.

Distribution segment sales for the six months ended June 28, 2020, decreased $610 million versus the comparable period in 2019. The following were the primary drivers by region:

•North American sales decreased $496 million, representing 81 percent of the total change in Distribution segment sales, primarily due to decreased demand in all product lines, especially parts and engine sales in oil and gas markets.

•Unfavorable foreign currency fluctuations, principally in the Australian dollar, Brazilian real, Chinese renminbi, South African rand and Euro.

Segment EBITDA

Distribution segment EBITDA for the three months ended June 28, 2020, decreased $12 million versus the comparable period in 2019, primarily due to lower gross margin and unfavorable foreign currency fluctuations (especially Australian dollar, South African rand and emerging market currencies), partially offset by lower selling, general and administrative expenses. The decrease in gross margin was mainly due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and favorable pricing. The increase in gross margin as a percentage of sales was primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and favorable pricing. The decrease in selling, general and administrative expenses was due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced travel expenses, partially offset by higher consulting expenses.

Distribution segment EBITDA for the six months ended June 28, 2020, decreased $25 million versus the comparable period in 2019, primarily due to lower gross margin and unfavorable foreign currency fluctuations (especially the Australian dollar and emerging market currencies), partially offset by lower selling, general and administrative expenses and higher equity, royalty and interest income from investees. The decrease in gross margin was mainly due to lower volumes and unfavorable foreign currency fluctuations (especially the Australian dollar, South African rand and emerging market currencies), partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and favorable pricing. The increase in gross margin as a percentage of sales was primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and favorable pricing. The decrease in selling, general and administrative expenses was due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced travel expenses, partially offset by higher consulting expenses. The increase in equity, royalty and interest income from investees was largely due to higher earnings at Komatsu Cummins Chile, Ltda. and Valvoline Cummins Ltd. due to a $5 million adjustment related to India Tax Law Changes passed in March 2020. See NOTE 6, "INCOME TAXES" to the Condensed Consolidated Financial Statements for additional information on India Tax Law Changes.

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Components Segment Results

Financial data for the Components segment was as follows:


	Three months ended								Favorable/								Six months ended				Favorable/
	June 28,			June 30,			(Unfavorable)							June 28,			June 30,		(Unfavorable)
In millions	2020			2019			Amount		Percent		2020			2019			Amount		Percent
External sales	$	876		$	1,401		$	(525)	(37)	%	$	1,991		$	2,802		$	(811)	(29)	%
Intersegment sales	274			445			(171)		(38)	%	661			905			(244)		(27)	%
Total sales	1,150			1,846			(696)		(38)	%	2,652			3,707			(1,055)		(28)	%

Research, development and engineering expenses	55			75			20		27	%	123			150			27		18	%
Equity, royalty and interest income from investees	12			11			1		9	%	33			21			12		57	%
Interest income	1			2			(1)		(50)	%	2			4			(2)		(50)	%
Segment EBITDA	141			297			(156)		(53)	%	420			622			(202)		(32)	%

							Percentage Points												Percentage Points
Segment EBITDA as a percentage of total sales	12.3		%	16.1		%			(3.8)		15.8		%	16.8		%			(1.0)

Sales for our Components segment by business were as follows:


	Three months ended						Favorable/						Six months ended				Favorable/
	June 28,		June 30,		(Unfavorable)						June 28,		June 30,		(Unfavorable)
In millions	2020		2019		Amount		Percent		2020		2019		Amount		Percent
Emission solutions	$	472	$	828	$	(356)	(43)	%	$	1,136	$	1,682	$	(546)	(32)	%
Filtration	255		331		(76)		(23)	%	567		656		(89)		(14)	%
Turbo technologies	216		319		(103)		(32)	%	486		654		(168)		(26)	%
Electronics and fuel systems	164		212		(48)		(23)	%	338		410		(72)		(18)	%
Automated transmissions	43		156		(113)		(72)	%	125		305		(180)		(59)	%
Total sales	$	1,150	$	1,846	$	(696)	(38)	%	$	2,652	$	3,707	$	(1,055)	(28)	%

Sales

Components segment sales for the three months ended June 28, 2020, decreased $696 million versus the comparable period in 2019. The following were the primary drivers by business:

•Emission solutions sales decreased $356 million primarily due to weaker demand in North America and Western Europe, partially offset by stronger demand as China rebounded from first quarter shutdowns.

•Automated transmissions sales decreased $113 million primarily due to lower heavy-duty truck demand in North America.

•Turbo technologies sales decreased $103 million mainly due to weaker market demand in North America.

•Unfavorable foreign currency fluctuations, principally in the Chinese renminbi and Brazilian real.

Components segment sales for the six months ended June 28, 2020, decreased $1,055 million versus the comparable period in 2019. The following were the primary drivers by business:

•Emission solutions sales decreased $546 million primarily due to weaker demand in North America and Western Europe, partially offset by stronger demand as China rebounded from first quarter shutdowns.

•Automated transmissions sales decreased $180 million primarily due to lower heavy-duty truck demand in North America.

•Turbo technologies sales decreased $168 million primarily due to lower demand in North America and Western Europe.

•Unfavorable foreign currency fluctuations, primarily in the Chinese renminbi, Brazilian real and Euro.

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Segment EBITDA

Components segment EBITDA for the three months ended June 28, 2020, decreased $156 million versus the comparable period in 2019, mainly due to lower gross margin, partially offset by lower selling, general and administrative expenses and decreased research, development and engineering expenses. The decrease in gross margin was mainly due to lower volumes and unfavorable mix, partially offset by restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and decreased warranty expenses. Selling, general and administrative expenses and research, development and engineering expenses decreased due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced consulting expenses.

Components segment EBITDA for the six months ended June 28, 2020, decreased $202 million versus the comparable period in 2019, mainly due to lower gross margin and unfavorable foreign currency fluctuations (primarily in the Chinese renminbi and Brazilian real), partially offset by lower selling, general and administrative expenses, decreased research, development and engineering expenses and increased equity, royalty and interest income from investees. The decrease in gross margin was mainly due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and decreased warranty expenses. Selling, general and administrative expenses and research, development and engineering expenses decreased due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced consulting expenses. The increase in equity, royalty and interest income from investees was largely due to higher earnings at Fleetguard Filtration Systems India Pvt. due to a $14 million adjustment related to India Tax Law Changes passed in March 2020. See NOTE 6, "INCOME TAXES" to the Condensed Consolidated Financial Statements for additional information on India Tax Law Changes.

Power Systems Segment Results

Financial data for the Power Systems segment was as follows:


	Three months ended								Favorable/								Six months ended				Favorable/
	June 28,			June 30,			(Unfavorable)							June 28,			June 30,		(Unfavorable)
In millions	2020			2019			Amount		Percent		2020			2019			Amount		Percent
External sales	$	428		$	724		$	(296)	(41)	%	$	928		$	1,347		$	(419)	(31)	%
Intersegment sales	349			479			(130)		(27)	%	733			933			(200)		(21)	%
Total sales	777			1,203			(426)		(35)	%	1,661			2,280			(619)		(27)	%

Research, development and engineering expenses	41			57			16		28	%	95			113			18		16	%
Equity, royalty and interest income from investees	9			11			(2)		(18)	%	18			26			(8)		(31)	%
Interest income	1			2			(1)		(50)	%	2			4			(2)		(50)	%
Segment EBITDA	91			173			(82)		(47)	%	168			311			(143)		(46)	%

							Percentage Points												Percentage Points
Segment EBITDA as a percentage of total sales	11.7		%	14.4		%			(2.7)		10.1		%	13.6		%			(3.5)

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


	Three months ended						Favorable/						Six months ended				Favorable/
	June 28,		June 30,		(Unfavorable)						June 28,		June 30,		(Unfavorable)
In millions	2020		2019		Amount		Percent		2020		2019		Amount		Percent
Power generation	$	424	$	668	$	(244)	(37)	%	$	943	$	1,235	$	(292)	(24)	%
Industrial	291		432		(141)		(33)	%	587		852		(265)		(31)	%
Generator technologies	62		103		(41)		(40)	%	131		193		(62)		(32)	%
Total sales	$	777	$	1,203	$	(426)	(35)	%	$	1,661	$	2,280	$	(619)	(27)	%

Sales

Power Systems segment sales for the three months ended June 28, 2020, decreased $426 million versus the comparable period in 2019. The following were the primary drivers by product line:

•Power generation sales decreased $244 million due to lower demand in North America and India.

•Industrial sales decreased $141 million due to lower demand in international mining markets and decreased demand in oil and gas markets in China and North America.

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•Unfavorable foreign currency fluctuations, principally in the British pound, Chinese renminbi and Indian rupee.

Power Systems segment sales for the six months ended June 28, 2020, decreased $619 million versus the comparable period in 2019. The following were the primary drivers by product line:

•Power generation sales decreased $292 million due to lower demand in North America and India.

•Industrial sales decreased $265 million due to lower demand in international mining markets and decreased demand in oil and gas markets in China and North America.

•Unfavorable foreign currency fluctuations, primarily in the Chinese renminbi, British pound and Indian rupee.

Segment EBITDA

Power Systems segment EBITDA for the three months ended June 28, 2020, decreased $82 million versus the comparable period in 2019, primarily due to lower gross margin, partially offset by lower selling, general and administrative expenses and decreased research, development and engineering expenses. The decrease in gross margin was mainly due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and lower warranty expenses. Selling, general and administrative expenses and research, development and engineering expenses decreased primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses, reduced consulting expenses and lower travel expenses.

Power Systems segment EBITDA for the six months ended June 28, 2020, decreased $143 million versus the comparable period in 2019, primarily due to lower gross margin and lower equity, royalty and interest income from investees, partially offset by lower selling, general and administrative expenses and decreased research, development and engineering expenses. The decrease in gross margin was mainly due to lower volumes, partially offset by prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and lower warranty expenses. Selling, general and administrative expenses decreased primarily due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses, reduced travel expenses and lower consulting expenses. Research, development and engineering expenses decreased principally due to prior restructuring actions, lower variable compensation and temporary salary reductions resulting in decreased compensation expenses and reduced consulting expenses. The decrease in equity, royalty and interest income from investees was largely due to lower earnings at Cummins Cogeneration Ltd. and Chongqing Cummins Engine Co., Ltd.

New Power Segment Results

The New Power segment designs, manufactures, sells and supports electrified power systems ranging from fully electric to hybrid along with innovative components and subsystems, including battery, fuel cell and hydrogen production technologies. The New Power segment is currently in the development phase with a primary focus on research and development activities for our power systems, components and subsystems. Financial data for the New Power segment was as follows:



	Three months ended						Favorable/						Six months ended				Favorable/
	June 28,		June 30,		(Unfavorable)						June 28,		June 30,		(Unfavorable)
In millions	2020		2019		Amount		Percent		2020		2019		Amount		Percent


Total external sales	$	10	$	8	$	2	25	%	$	20	$	11	$	9	82	%

Research, development and engineering expenses	24		24		—		—	%	53		45		(8)		(18)	%


Segment EBITDA	(38)		(33)		(5)		(15)	%	(81)		(62)		(19)		(31)	%

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Reconciliation of Segment EBITDA to Net Income Attributable to Cummins Inc.

The table below reconciles the segment information to the corresponding amounts in the Condensed Consolidated Statements of Net Income:


	Three months ended						Six months ended
In millions	June 28, 2020		June 30, 2019		June 28, 2020		June 30, 2019
TOTAL SEGMENT EBITDA	$	504	$	1,025	$	1,340	$	2,068
Intersegment eliminations ⁽¹⁾	45		33		55		23
TOTAL EBITDA	549		1,058		1,395		2,091
Less:
Interest expense	23		29		46		61
Depreciation and amortization ⁽²⁾	164		158		332		314
INCOME BEFORE INCOME TAXES	362		871		1,017		1,716
Less: Income tax expense	93		186		220		362
CONSOLIDATED NET INCOME	269		685		797		1,354
Less: Net (loss) income attributable to noncontrolling interest	(7)		10		10		16
NET INCOME ATTRIBUTABLE TO CUMMINS INC.	$	276	$	675	$	787	$	1,338

⁽¹⁾Includes intersegment sales, intersegment profit in inventory eliminations and unallocated corporate expenses. There were no significant unallocated corporate expenses for the three and six months ended June 28, 2020 and June 30, 2019.
⁽²⁾Depreciation and amortization, as shown on a segment basis, excludes the amortization of debt discount and deferred costs included in the Condensed Consolidated Statements of Net Income as "Interest expense." The amortization of debt discount and deferred costs was $1 million and $1 million for the six months ended June 28, 2020 and June 30, 2019, respectively.

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OUTLOOK

Our outlook reflects the following cash savings measures and challenges to our business, primarily with respect to the ongoing pandemic, that could impact our revenue and earnings potential for the remainder of 2020.

Cash Savings Measures

•We expect to realize annualized savings from prior restructuring and other actions of approximately $250 million to $300 million. Actions related to this restructuring were substantially complete at the end of March 2020.

•In response to the unknown duration and severity of COVID-19, we are taking the following additional temporary actions to manage the use of cash:

◦We are reducing our planned capital expenditures by 25 percent to between $500 million and $525 million for the year.

◦We implemented a tiered payroll cut across our workforce, which will end after September 30, 2020.

◦We suspended share repurchases during the second quarter of 2020.

Challenges

•We expect customer shutdowns and the impact of lower economic activity, driven by COVID-19, will negatively impact our results of operations, financial position and cash flows.

•Supply chain constraints related to COVID-19 will likely impact our revenues negatively and result in increased costs.

•In response to the pandemic we closed or slowed certain global manufacturing facilities in the first and second quarters. At the end of the second quarter our global manufacturing facilities had reopened; however, it is possible these facilities may be closed again in response to future outbreaks.

•We may close or restructure additional manufacturing and distribution facilities as we evaluate the appropriate size and structure of our manufacturing and distribution capacity, which could result in additional charges.

•In response to COVID-19, we will incur additional operating costs as we implement safety and sanitization procedures to protect our employees, customers, vendors and other stakeholders utilizing our facilities, which could limit our ability to further reduce operating costs.

•Due to the ongoing impact of COVID-19 and attempts to control its spread, we are expecting significantly weaker demand in a majority of our geographic markets and regions for the remainder of 2020.

•Uncertainty in the U.K. surrounding its ability to negotiate trade agreements as a sovereign country could have material negative impacts on our European operations in the long-term.

COVID-19

We expect the COVID-19 pandemic to negatively impact our financial performance. Because the magnitude and duration of the pandemic and its economic consequences are unclear, the pandemic’s impact on our performance is difficult to predict. The three principle areas we anticipate COVID-19 to negatively impact our financial performance are through its impact on customer demand, the impact on our ability to procure parts from suppliers and our ability to operate our manufacturing and distribution facilities.

Customer Demand – The majority of our major customers, including PACCAR, Navistar, Daimler and FCA experienced extended production shutdowns related to the pandemic in the second quarter. We expect customers to ramp up their production over time as they reopen their facilities. The speed at which customers increase production is highly uncertain and will be determined by supply chain constraints, market demand and government decisions to keep economies open.

Supply Chain Impact – Supplier shutdowns may result in parts shortages and negatively impact our ability to manufacture products and meet aftermarket demand. In addition, industry parts shortages may impact the timing of when customer facilities reopen and the speed at which customers ramp up production, negatively impacting demand for our products. Lower demand increases the risk that certain suppliers will face financial issues, potentially impacting their ability to supply parts.

Operations Impact - Our manufacturing and distribution locations are generally considered critical services and the majority of our facilities remain open to meet customer demand. In an effort to contain the spread of COVID-19, maintain the well-being of our employees, ensure compliance with governmental requirements or respond to declines in demand from customers, we

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closed or partially shut down certain office, manufacturing and distribution facilities around the world at the end of the first quarter and into the second quarter. We have taken, and will continue to take, a variety of steps to reduce the risk of employees contracting COVID-19 at work. These steps include social distancing, expanded cleaning and sanitization, adjusting work hours and temperature checks. All manufacturing and distribution facilities are now opened, but many of them are operating at reduced capacities and remain subject to future closure if deemed necessary for the safety of our employees or to comply with future government mandates.

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LIQUIDITY AND CAPITAL RESOURCES

Key Working Capital and Balance Sheet Data

We fund our working capital with cash from operations and short-term borrowings, including commercial paper, when necessary. Various assets and liabilities, including short-term debt, can fluctuate significantly from month to month depending on short-term liquidity needs. As a result, working capital is a prime focus of management's attention. Working capital and balance sheet measures are provided in the following table:


Dollars in millions	June 28, 2020			December 31, 2019
Working capital ⁽¹⁾	$	2,918		$	3,127
Current ratio	1.42			1.50
Accounts and notes receivable, net	$	3,441		$	3,670
Days' sales in receivables	73			58
Inventories	$	3,655		$	3,486
Inventory turnover	3.7			4.7
Accounts payable (principally trade)	$	2,281		$	2,534
Days' payable outstanding	66			58
Total debt	$	3,841		$	2,367
Total debt as a percent of total capital	32.1		%	21.9		%

⁽¹⁾Working capital includes cash and cash equivalents.

Cash Flows

Cash and cash equivalents were impacted as follows:


	Six months ended
In millions	June 28, 2020		June 30, 2019		Change
Net cash provided by operating activities	$	357	$	1,220	$	(863)
Net cash used in investing activities	(234)		(411)		177
Net cash provided by (used in) financing activities	460		(711)		1,171
Effect of exchange rate changes on cash and cash equivalents	39		(4)		43
Net increase in cash and cash equivalents	$	622	$	94	$	528

Net cash provided by operating activities decreased $863 million for the six months ended June 28, 2020, versus the comparable period in 2019, primarily due to lower consolidated net income of $557 million, higher working capital requirements of $133 million and lower equity in income of investees, net of dividends of $81 million. During the first six months of 2020, the higher working capital requirements resulted in a cash outflow of $601 million compared to a cash outflow of $468 million in the comparable period in 2019, mainly due to lower accounts payable and accrued expenses and higher inventory as the result of much lower demand, partially offset by lower accounts and notes receivable as the result of significantly lower sales.

Net cash used in investing activities decreased $177 million for the six months ended June 28, 2020, versus the comparable period in 2019, primarily due to lower capital expenditures of $90 million and lower net acquisitions of marketable securities of $75 million.

Net cash provided by financing activities increased $1,171 million for the six months ended June 28, 2020, versus the comparable period in 2019, primarily due to higher net borrowings of commercial paper of $1,713 million, partially offset by higher repurchases of common stock of $450 million, lower net borrowings under short-term credit agreement of $53 million and higher dividend payments on common stock of $30 million.

The effect of exchange rate changes on cash and cash equivalents for the six months ended June 28, 2020, versus the comparable period in 2019, increased $43 million primarily due to favorable fluctuations in the British pound of $56 million, partially offset by unfavorable fluctuations in the Chinese renminbi and Indian rupee.

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Sources of Liquidity

Cash provided by operations is typically our principal source of liquidity with $357 million generated in the six months ended June 28, 2020, although we had a net use of cash from operations of $22 million for the three months ended June 28, 2020, due to the impacts of the pandemic. Our sources of liquidity include:


	June 28, 2020
In millions	Total		U.S.		International		Primary location of international balances
Cash and cash equivalents	$	1,751	$	836	$	915	Singapore, China, Mexico, Belgium, Australia

Marketable securities ⁽¹⁾	353		80		273		India
Total	$	2,104	$	916	$	1,188
Available credit capacity
Revolving credit facilities ⁽²⁾	$	3,473
International and other uncommitted domestic credit facilities	$	189




⁽¹⁾The majority of marketable securities could be liquidated into cash within a few days.
⁽²⁾The five-year credit facility for $2.0 billion and the 364-day credit facility for $1.5 billion, maturing August 2023 and August 2020, respectively, are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. On May 1, 2020, we entered into an additional 364-day credit facility agreement that allows us to borrow up to $2.0 billion of senior unsecured funds at any time through April 30, 2021. This program does not backstop or increase our borrowing capacity for our commercial paper programs. At June 28, 2020, we had $2,027 million of commercial paper outstanding, which effectively reduced the available capacity under our revolving credit facilities to $3.5 billion.

Cash, Cash Equivalents and Marketable Securities

A significant portion of our cash flow is generated outside the U.S. We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. As a result, we do not anticipate any local liquidity restrictions to preclude us from funding our operating needs with local resources.

Debt Facilities and Other Sources of Liquidity

We can issue up to $3.5 billion of unsecured, short-term promissory notes (commercial paper) pursuant to the Board of Directors (the Board) authorized commercial paper programs. The programs facilitate the private placement of unsecured short-term debt through third-party brokers. We intend to use the net proceeds from the commercial paper borrowings for general corporate purposes. The total combined borrowing capacity under the revolving credit facility and commercial program should not exceed $3.5 billion. See Note 9, "DEBT," to our Condensed Consolidated Financial Statements for additional information.

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commercial paper that we may issue at any time through this program is $1.5 billion less the total principal amount of all other outstanding commercial paper that we have issued. We retain full access to our Board authorized $3.5 billion commercial paper program, as reduced by any amounts issued under this facility. The SPV is currently scheduled to cease purchasing commercial paper on March 17, 2021. As of June 28, 2020, we issued $230 million of commercial paper under the CPFF program.

At June 28, 2020, we had $2.0 billion of commercial paper outstanding, which effectively reduced the available capacity under our revolving credit facilities to $3.5 billion.

Supply Chain Financing

We currently have supply chain financing programs with financial intermediaries, which provide certain vendors the option to be paid by financial intermediaries earlier than the due date on the applicable invoice. When a vendor utilizes the program and receives an early payment from a financial intermediary, they take a discount on the invoice. We then pay the financial intermediary the face amount of the invoice on the regularly scheduled due date. We do not reimburse vendors for any costs they incur for participation in the program and their participation is completely voluntary. As a result, all amounts owed to the financial intermediaries are presented as "Accounts payable" in our Condensed Consolidated Balance Sheets.

Uses of Cash

Stock Repurchases

In December 2019, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the 2018 repurchase plan. In October 2018, the Board authorized the acquisition of up to $2.0 billion of additional common stock. In the first six months of 2020, we made the following purchases under the 2018 stock repurchase program:


In millions, except per share amounts	Shares Purchased	Average Cost Per Share		Total Cost of Repurchases		Remaining Authorized Capacity ⁽¹⁾

March 29	3.5	$	156.90	$	550	$	85
June 28	—	—		—		85


Total	3.5	156.90		$	550

⁽¹⁾ The remaining authorized capacity under these plans was calculated based on the cost to purchase the shares but excludes commission expenses in accordance with the authorized plan.

We suspended share repurchases during the second quarter of 2020 to conserve cash.

Dividends

In July 2020, the Board voted to maintain the third quarter dividend payment at $1.311 per share.

We paid dividends of $388 million during the six months ended June 28, 2020.

Restructuring Actions

In November 2019, we announced our intentions to reduce our global workforce in response to the continued deterioration in our global markets in the second half of 2019, as well as expected reductions in orders in most U.S. and international markets in 2020. In the fourth quarter of 2019, we began executing restructuring actions, primarily in the form of voluntary and involuntary employee separation programs. We incurred a charge of $119 million ($90 million after-tax) in the fourth quarter of 2019 for these actions which impacted approximately 2,300 employees. We expect to incur an additional $29 million in cash payments during the remainder of 2020. See Note 14, "RESTRUCTURING ACTIONS," to the Condensed Consolidated Financial Statements, for additional information.

Capital Expenditures

Capital expenditures, including spending on internal use software, for the six months ended June 28, 2020, were $173 million versus $276 million in the comparable period in 2019. While we continue to make targeted investments, we reduced our planned 2020 spending (previously estimated at $675 million to $700 million) in response to the weaker outlook for global growth due to the impact of COVID-19. We plan to spend an estimated $500 million to $525 million in 2020 on capital expenditures, excluding internal use software, with approximately 40 percent of these expenditures expected to be invested outside of the U.S. In addition, we plan to spend an estimated $50 million to $60 million on internal use software in 2020.

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Pensions

Our global pension plans, including our unfunded and non-qualified plans, were 113 percent funded at December 31, 2019. Our U.S. defined benefit plan, which represents approximately 53 percent of the worldwide pension obligation, was 133 percent funded, and our U.K. defined benefit plan was 109 percent funded. 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 the first six months of 2020, the investment loss on our U.S. pension trust was 0.2 percent while our U.K. pension trust gain was 10.3 percent. Investment performance in both trusts was negatively affected by the global recession and its impact on capital markets. Approximately 74 percent of our pension plan assets are held in highly liquid investments such as fixed income and equity securities. The remaining 26 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. During the remainder of 2020, we anticipate making $13 million in additional defined benefit pension contributions in the U.K. and $12 million in contributions to our U.S. non-qualified benefit plans. These contributions may be made from trusts or company funds either to increase pension assets or to make direct benefit payments to plan participants. We expect our 2020 annual net periodic pension cost to approximate $102 million.

Current Maturities of Short and Long-Term Debt

We had $2.0 billion of commercial paper outstanding at June 28, 2020, that matures in less than one year. The maturity schedule of our existing long-term debt does not require significant cash outflows until 2023 when our 3.65% senior notes are due. Required annual long-term debt principal payments range from $22 million to $524 million over the next five years (including the remainder of 2020). See Note 9, "DEBT," to the Condensed Consolidated Financial Statements for additional information.

Credit Ratings

In June of 2020, Moody's Investors Service, Inc. reviewed and reaffirmed our credit rating and stable outlook. Our ratings and outlook from each of the credit rating agencies as of the date of filing are shown in the table below.

Long-Term

Short-Term

Credit Rating Agency ⁽¹⁾

Senior Debt Rating

Debt Rating

Outlook

Standard and Poor’s Rating Services

A+

Stable

Moody’s Investors Service, Inc.

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

Despite the global recession and volatility in the capital markets due to the pandemic, our financial condition and liquidity remain strong. Our solid balance sheet and credit ratings enable us to have ready access to credit and the capital markets. We assess our liquidity in terms of our ability to generate adequate cash to fund our operating, investing and financing activities. We believe our existing cash and marketable securities, operating cash flow and increased revolving credit facilities provide us with the financial flexibility needed to fund working capital, targeted capital expenditures, dividend payments, projected pension obligations and debt service obligations through 2020 and beyond. We continue to generate cash from operations on a year-to-date basis and maintain access to our expanded revolving credit facilities and commercial paper programs as noted above.

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APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

A summary of our significant accounting policies is included in Note 1, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” of the Notes to the Consolidated Financial Statements of our 2019 Form 10-K, which discusses accounting policies that we have selected from acceptable alternatives.

Our Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles that often require 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 Condensed 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. Our critical accounting estimates disclosed in the Form 10-K address the estimation of liabilities for warranty programs, accounting for income taxes, pension benefits and goodwill impairment.

A discussion of our critical accounting estimates may be found in the “Management’s Discussion and Analysis” section of our 2019 Form 10-K under the caption “APPLICATION OF CRITICAL ACCOUNTING ESTIMATES.” Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in different policies or estimates being reported in the first six months of 2020.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

See Note 16, "RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS," in the Notes to Condensed Consolidated Financial Statements for additional information.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

A discussion of quantitative and qualitative disclosures about market risk may be found in Item 7A of our 2019 Form 10-K. There have been no material changes in this information since the filing of our 2019 Form 10-K.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of 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 CEO and our CFO concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended June 28, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. 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.

On April 29, 2019, we announced that we were conducting a formal internal review of our emissions certification process and compliance with emission standards for our pick-up truck applications, following conversations with the U.S. Environmental Protection Agency (EPA) and the California Air Resources Board (CARB) regarding certification of our engines in model year 2019 RAM 2500 and 3500 trucks. This review is being conducted with external advisors to ensure the certification and compliance processes for all of our pick-up truck applications are consistent with our internal policies, engineering standards and applicable laws. In addition, we voluntarily disclosed our formal internal review to the regulators and to other government agencies, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC), and have been working cooperatively with them to ensure a complete and thorough review. During conversations with the EPA and CARB about the effectiveness of our pick-up truck applications, the regulators raised concerns that certain aspects of our emissions systems may reduce the effectiveness of our emissions control systems and thereby act as defeat devices. As a result, our internal review focuses, in part, on the regulators’ concerns. We are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements. Based on discussions with the regulators, we have developed a new calibration for the engines in model year 2019 RAM 2500 and 3500 trucks that has been included in all engines shipped since September 2019. During our discussions, the regulators have asked us to look at other model years and other engines, though the primary focus of our review has been the model year 2019 RAM. We are also fully cooperating with the DOJ's and the SEC's information requests and inquiries. Due to the continuing nature of our formal review, our ongoing cooperation with our regulators and other government agencies, and the presence of many unknown facts and circumstances, we cannot predict the final outcome of this review and these regulatory and agency processes, and we cannot provide assurance that the matter will not have a materially adverse impact on our results of operations and cash flows.

ITEM 1A. Risk Factors

Set forth below and elsewhere in this Quarterly Report on Form 10-Q 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 and 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. The risk factors below amend and supersede the risk factors previously disclosed in Item 1A to the Annual Report on Form 10-K of Cummins Inc. for the year ended December 31, 2019.

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A sustained market slowdown due to the impacts from the COVID-19 pandemic, other public health crises, epidemics or pandemics or otherwise, could have a material and adverse effect on our results of operations, financial condition and cash flows.

The coronavirus disease of 2019 (COVID-19) pandemic has triggered a significant downturn in our markets globally and these challenging market conditions could continue for an extended period of time. Most global economies have slowed, with much uncertainty as to when these markets will recover. If any or all of these major markets were to endure a sustained slowdown or recession due to the impacts of the COVID-19 pandemic, other public health crises, epidemics or pandemics or otherwise decline, it could have a material adverse effect on our results of operations, financial condition and cash flows.

Our manufacturing and supply chain abilities may be materially and adversely impacted by an extended shutdown or disruption of our operations due to the COVID-19 pandemic which could materially and adversely affect our results of operations, financial condition and cash flows.

We are vulnerable to supply shortages from single-sourced suppliers, including suppliers that may be impacted by the COVID-19 pandemic, and any delay in receiving critical supplies could have a material adverse effect on our results of operations, financial condition and cash flows.

During 2019, we single sourced approximately 19 percent of the total types of parts in our product designs, compared to approximately 20 percent in 2018. 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 the COVID-19 pandemic, capacity constraints, labor disputes, economic downturns, availability of credit or impaired financial condition), suppliers' allocations to other purchasers, weather emergencies, natural disasters, or acts of war or terrorism. In particular, if the COVID-19 pandemic continues and results in extended periods of travel, commercial and other restrictions, we could continue to incur global supply disruptions. Any extended delay in receiving critical supplies could impair our ability to deliver products to our customers and have a material adverse effect on our results of operations, financial condition and cash flows.

We face the challenge of accurately aligning our capacity with our demand.

Our markets are cyclical in nature and we face periods when demand fluctuates significantly higher or lower than our normal operating levels, including COVID-19 related shut-downs. Accurately forecasting our expected volumes and appropriately adjusting our capacity are important factors in determining our results of operations and cash flows. We manage our capacity by adjusting our manufacturing workforce, capital expenditures and purchases from suppliers. In periods of weak demand we may face under-utilized capacity and un-recovered overhead costs, while in periods of strong demand we may experience unplanned costs and could fail to meet customer demand. We cannot guarantee that we will be able to adequately adjust our manufacturing capacity in response to significant changes in customer demand, which could harm our business. In addition, the COVID-19 pandemic and related reductions in demand forced certain of our customer’s facilities around the world to close or partially shut down operations, inhibiting our ability to forecast demand and caused related closures and partial shut-downs of certain of our manufacturing facilities. If we overestimate our demand and overbuild our capacity, we may have significantly underutilized assets and we may experience reduced margins. If we do not accurately align our manufacturing capabilities with demand it could have a material adverse effect on our results of operations, financial condition and cash flows.

Financial distress, particularly related to the COVID-19 pandemic, or a change-in-control of one of our large truck OEM customers could have a material adverse impact on our results of operations, financial condition and cash flows.

We recognize significant sales of engines and components to a few large on-highway truck OEM customers in North America which have been an integral part of our positive business results for several years. If one of our large truck OEM customers experiences financial distress due to the COVID-19 pandemic, bankruptcy or a change-in-control, such circumstance could

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likely lead to significant reductions in our sales volumes, commercial disputes, receivable collection issues, and other negative consequences that could have a material adverse impact on our results of operations, financial condition and cash flows.

We are conducting a formal internal review of our emission certification process and compliance with emission standards with respect to our pick-up truck applications and are working with the EPA and CARB, as well as the Department of Justice (DOJ) and SEC, to address their questions about these applications. The results of this formal review and regulatory and government agency processes, or the discovery of any noncompliance issues, could have a material adverse impact on our results of operations and cash flows.

We previously announced that we are conducting a formal internal review of our emissions certification process and compliance with emission standards with respect to all of our pick-up truck applications, following conversations with the EPA and CARB regarding certification of our engines for model year 2019 RAM 2500 and 3500 trucks. During conversations with the EPA and CARB about the effectiveness of our pick-up truck applications, the regulators raised concerns that certain aspects of our emissions systems may reduce the effectiveness of our emissions control systems and thereby act as defeat devices. As a result, our internal review focuses, in part, on the regulators’ concerns. We are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements. Based on discussions with the regulators, we have developed a new calibration for the engines in model year 2019 RAM 2500 and 3500 trucks that has been included in all engines shipped since September 2019. During our discussions, the regulators have asked us to look at other model years and other engines, though the primary focus of our review has been the model year 2019 RAM. We will continue to work together closely with the relevant regulators to develop and implement recommendations for improvement as part of our ongoing commitment to compliance. We are also fully cooperating with the DOJ's and the SEC's information requests and inquiries.Due to the continuing nature of the formal review, our ongoing cooperation with the regulators and other government agencies, and the presence of many unknown facts and circumstances, we are not yet able to estimate the financial impact of these matters. It is possible that the consequences of any remediation plans resulting from our formal review and these regulatory and agency processes could have a material adverse impact on our results of operations and cash flows in the periods in which these emissions certification issues are addressed.

Our products are subject to extensive statutory and regulatory requirements that can significantly increase our costs and, along with increased scrutiny from regulatory agencies and unpredictability in the adoption, implementation and enforcement of increasingly stringent emission standards by multiple jurisdictions around the world, could have a material adverse impact on our results of operations, financial condition and cash flows.

Our engines are subject to extensive statutory and regulatory requirements governing emissions and noise, including standards imposed by the EPA, the EU, state regulatory agencies (such as the CARB) and other regulatory agencies around the world. Regulatory agencies are making certification and compliance with emissions and noise standards more stringent and subjecting diesel engine products to an increasing level of scrutiny. The discovery of noncompliance issues could have a material adverse impact on our results of operations, financial condition and cash flows.

Developing engines and components to meet more stringent and changing 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. While we have met previous deadlines, our ability to comply with 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 our worldwide markets are unpredictable and subject to change. Any delays in implementation or enforcement could result in a loss of our competitive advantage and could have a material adverse impact on our results of operations, financial condition and cash flows.

The COVID-19 pandemic created disruptions and turmoil in global credit and financial markets and ongoing impacts could have a material adverse effect on our results of operations, financial condition and cash flows.

The COVID-19 pandemic created disruptions and turmoil in the global credit and financial markets and made it more difficult and costly for us to access capital on favorable terms to meet our liquidity needs. The disruptions to the global credit and financial markets could also have material negative impacts on business operations and financial positions of our customers and suppliers, which may negatively impact our orders, sales and supply chain. If the impacts of the COVID-19 pandemic on global credit and financial markets continue, or worsen, it could negatively impact our business, along with the financial condition of

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our customers and suppliers, and it could have a material adverse impact on our results of operations, financial condition and cash flows.

Government actions to stabilize credit markets and financial institutions or other industries may not be effective.

The U.S. government recently enacted legislation, and created several programs, to help preserve and stabilize credit markets and financial institutions and restore liquidity, including the Emergency Economic Stabilization Act of 2008, the Federal Reserve’s Commercial Paper Funding Facility (CPFF) and Money Market Investor Funding Facility and the Federal Deposit Insurance Corporation’s (FDIC) Temporary Liquidity Guarantee Program. There is no assurance that these programs will have beneficial effects in the credit markets or on general economic conditions, will address credit or liquidity issues of companies that participate in the programs or will reduce volatility or uncertainty in the financial markets. The failure of these programs to have their intended effects could have a material adverse effect on the financial markets and economies in general, which in turn could have a material adverse effect on our financial condition and cash flows. To the extent that we participate in these programs or other programs, there is no assurance that we will continue to be eligible or qualify to participate or that such programs will remain available for sufficient periods of time or on acceptable terms to benefit us, and the expiration of such programs could have unintended material adverse effects on us. Further, as a condition to participating in any such program, we may need to accept terms and limitations that could adversely affect us in other ways.

Our products are subject to recall for performance or safety-related issues.

Our products are subject to recall for performance or safety-related issues. Product recalls subject us to reputational risk, 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 known or suspected performance or safety issues. Any significant product recalls could have material adverse effects on our results of operations, financial condition and cash flows. See Note 10, "PRODUCT WARRANTY LIABILITY" to the Condensed Consolidated Financial Statements for additional information.

The development of new technologies may materially reduce the demand for our current products and services.

We are investing in new products and technologies, including electrified powertrains, hydrogen generation and fuel cells, for planned introduction into certain existing and new markets. Given the early stages of development of some of these new products and technologies, there can be no guarantee of the future market acceptance and investment returns with respect to these planned products. The increased adoption of electrified powertrains in some market segments could result in lower demand for current diesel or natural gas engines and components and, over time, reduce the demand for related parts and service revenues from diesel or natural gas powertrains. Furthermore, it is possible that we may not be successful in developing segment-leading electrified powertrains and some of our existing customers could choose to develop their own electrified or alternate fuel powertrains, or source from other manufacturers, and any of these factors could have a material adverse impact on our results of operations, financial condition and cash flows.

We operate our business on a global basis and policy changes affecting international trade could adversely impact the demand for our products and our competitive position.

We manufacture, sell and service products globally and rely upon a global supply chain to deliver the raw materials, components, systems and parts that we need to manufacture and service our products. Changes in government policies on foreign trade and investment can affect the demand for our products and services, cause non-U.S. customers to shift preferences toward domestically manufactured or branded products and impact the competitive position of our products or prevent us from being able to sell products in certain countries. Our business benefits from free trade agreements, such as the new United States-Mexico-Canada Agreement and the U.S. trade relationship with China, Brazil and France and efforts to withdraw from, or substantially modify such agreements or arrangements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs (including, but not limited to, additional tariffs on the import of steel or aluminum), import or export licensing requirements, exchange controls or new barriers to entry, could adversely impact our production costs, customer demand and our relationships with customers and suppliers. Any of these consequences could have a material adverse effect on our results of operations, financial condition and cash flows.

A slowdown in infrastructure development and/or depressed commodity prices could adversely affect our business.

Infrastructure development and strong commodity prices have been significant drivers of our historical growth, but as the pace of investment in infrastructure slowed in recent years (especially in China and Brazil), commodity prices were significantly lower and demand for our products in off-highway markets was weak. Weakness in commodity prices, including any negative impacts on commodity prices such as oil, gas and coal, adversely impacted mining industry participants’ demand for vehicles and equipment that contain our engines and other products over the past several years. Continued deterioration in infrastructure

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and commodities markets, including the impacts from COVID-19, could adversely affect our customers’ demand for vehicles and equipment and, as a result, could adversely affect our business.

The U.K.’s exit from the European Union (EU) could materially and adversely impact our results of operations, financial condition and cash flows.

On January 31, 2020, the U.K. exited from the EU (BREXIT). Additionally, the results of the U.K.’s BREXIT has caused, and may continue to cause, volatility in global stock markets, currency exchange rate fluctuations and global economic uncertainty. Although it is unknown what the terms of the U.K.’s future relationship with the EU will be, it is possible that there will be higher tariffs or greater restrictions on imports and exports between the U.K. and the EU and increased regulatory complexities. The effects of BREXIT will depend on any agreements the U.K. makes to retain access to EU markets either during a transitional period or on a permanent basis. These measures could potentially disrupt our supply chain, including delays of imports and exports, limited access to human capital within some of the target markets and jurisdictions in which we operate and adverse changes to tax benefits or liabilities in these or other jurisdictions. In addition, BREXIT could lead to legal uncertainty and potentially divergent national laws and regulations, including with respect to emissions and similar certifications granted to us by the EU, as the U.K. determines which EU laws to replace or replicate. Any of these effects of BREXIT, among others, could have a material adverse impact on our results of operations, financial condition and cash flows.

We may be adversely impacted by work stoppages and other labor matters.

At December 31, 2019, we employed approximately 61,615 persons worldwide. Approximately 19,048 of our employees worldwide were represented by various unions under collective bargaining agreements that expire between 2020 and 2024. 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 slowdowns experienced by us, our customers or suppliers, including any work stoppages or slowdowns related to the COVID-19 pandemic, could result in slowdowns or closures that would have a material adverse effect on our results of operations, financial condition and cash flow.

We rely on our executive leadership team and other key personnel.

We depend on the skills, institutional knowledge, working relationships, and continued services and contributions of key personnel, including our executive leadership team. In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals. We compete with other companies both within and outside of our industry for talented personnel and we may lose key personnel or fail to attract, train and retain other talented personnel. Any such loss or failure could have material adverse effects on our results of operations, financial condition and cash flows.

In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees. If key employees terminate their employment or become ill as a result of the COVID-19 pandemic or otherwise, our business activities may be adversely affected and our management team’s attention may be diverted. In addition, we may not be able to locate suitable replacements for any key employees who leave.

Lower-than-anticipated market acceptance of our new or existing products or services, including reductions in demand for diesel engines, could have a material adverse impact on our results of operations, financial condition and cash flows.

Although we conduct market research before launching new or refreshed engines and introducing new services, many factors both within and outside our control affect the success of new or existing products and services in the marketplace. Offering engines and services that customers desire and value can mitigate the risks of increasing price competition and declining demand, but products and services that are perceived to be less than desirable (whether in terms of price, quality, overall value, fuel efficiency or other attributes) can exacerbate these risks. With increased consumer interconnectedness through the internet, social media and other media, mere allegations relating to poor quality, safety, fuel efficiency, corporate responsibility or other key attributes can negatively impact our reputation or market acceptance of our products or services, even if such allegations prove to be inaccurate or unfounded.

Our truck manufacturers and OEM customers may discontinue outsourcing their engine supply needs.

Several of our engine customers, including PACCAR, Volvo, Navistar, Chrysler, Daimler, Dongfeng and Tata, are truck manufacturers or OEMs that manufacture engines for some of their own vehicles. Despite their own engine manufacturing abilities, these customers have historically chosen to outsource certain types of engine production to us due to the quality of our engine products, our emission compliance capabilities, our systems integration, their customers' preferences, their desire for cost reductions, their desire for eliminating production risks and their desire to maintain company focus. However, there can be

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no assurance that these customers will continue to outsource, or outsource as much of, their engine production in the future. 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, financial condition and cash flows.

Our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures may expose us to additional costs and risks.

Part of our strategic plan is to improve our revenue growth, 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.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.

Our information technology systems and our products are exposed to potential security breaches or other disruptions which may adversely impact our competitive position, reputation, results of operations, financial condition and cash flows.

We rely on the capacity, reliability and security of our information technology systems and data security infrastructure in connection with various aspects of our business activities. We also rely on our ability to expand and continually update these systems and related infrastructure in response to the changing needs of our business. As we implement new systems, they may not perform as expected. We face the challenge of supporting our older systems and implementing necessary upgrades. In addition, some of these systems are managed by third-party service providers and are not under our direct control. If we experience a problem with an important information technology system, including during system upgrades and/or new system implementations, the resulting disruptions could have an adverse effect on our business and reputation. As customers adopt and rely on cloud-based digital technologies and services we offer, any disruption of the confidentiality, integrity or availability of those services could have an adverse effect on our business and reputation.

The data handled by our information technology systems is vulnerable to security threats. Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters. While we continually work to safeguard our systems and mitigate potential risks, there is no assurance that these actions will be sufficient to prevent information technology security threats, such as security breaches, computer malware, computer viruses and other "cyber attacks," which are increasing in both frequency and sophistication, along with power outages or hardware failures. These threats could result in unauthorized public disclosures of information, create financial liability, subject us to legal or regulatory sanctions, disrupt our ability to conduct our business, result in the loss of intellectual property or damage our reputation with customers, dealers, suppliers and other stakeholders. As a result of the COVID-19 pandemic and resulting government actions to restrict movement, a large percentage of our salaried employees are working remotely. This remote working environment may pose a heightened risk for security breaches or other disruptions of our information technology systems.

In addition, our products, including our engines, contain interconnected and increasingly complex systems that control various processes and these systems are potentially subject to "cyber attacks" and disruption. The impact of a significant information

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technology event on either of our information technology systems or our products could have a material adverse effect on our competitive position, reputation, results of operations, financial condition and cash flows.

We may experience difficulties and delays or unexpected costs in completing our cost reduction actions and announced restructuring initiatives, including achieving any anticipated savings and other benefits of these initiatives.

During the fourth quarter of 2019 and continuing into 2020 we are undertaking cost reduction actions and announced restructuring initiatives to respond to the slowdown in our global markets. As we implement these initiatives, we may not realize anticipated savings or other benefits from one or more of the initiatives in the amounts or within the time periods we expect. Other events or circumstances, such as implementation difficulties and delays or unexpected costs, may occur which could result in us not realizing our targeted cost reductions. We are also subject to the risks of negative publicity and business disruption in connection with our restructuring and other cost reduction initiatives. If we are unable to realize the expected savings or benefits from these initiatives, certain aspects of our business may be adversely affected. If we experience any of these circumstances or otherwise fail to realize the anticipated savings or benefits from our restructuring and cost reduction initiatives, our results of operations could be materially and adversely affected.

We may fail to realize all of the expected enhanced revenue, earnings and cash flow from our investment in the Eaton Cummins Automated Transmission Technologies joint venture.

Our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our 2017 investment in the Eaton Cummins Automated Transmission Technologies joint venture will depend, in substantial part, on our ability to successfully launch the automated transmission products in North America and China and achieve our projected market penetration in those regions. While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of the goals within our anticipated time frame or in the anticipated amounts. If we are not able to successfully complete our automated transmission strategy, the anticipated enhanced revenue, earnings, and cash flows resulting from this joint venture may not be realized fully or may take longer to realize than expected. As part of the purchase accounting associated with the formation of the joint venture, significant goodwill and intangible asset balances were recorded on the consolidated balance sheet. If cash flows from the joint venture fall short of our anticipated amounts, these assets could be subject to non-cash impairment charges, negatively impacting our earnings.

We are exposed to political, economic and other risks that arise from operating a multinational business.

Our business is subject to the political, economic and other risks that are inherent in operating in numerous countries. These risks include:

•public health crises, including the spread of a contagious disease, such as COVID-19, and other catastrophic events;

•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.

We face significant competition in the markets we serve.

The markets in which we operate are highly competitive. We compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. We primarily compete in the market with diesel engines and related diesel products; however, new technologies continue to be developed for gasoline, natural gas, electrification and other technologies and we will continue to face new competition from these expanding technologies. Our products primarily compete on the basis of price, performance, fuel economy, emissions compliance, 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

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these markets. There can be no assurance that our products will be able to compete successfully with the products of other companies and in other markets.

Increasing global competition among our customers may affect our existing customer relationships and restrict our ability to benefit from some of our customers' growth.

As our customers in emerging markets continue to grow in size and scope, they are increasingly seeking to export their products to other countries. This has meant greater demand for our advanced engine technologies to help these customers meet the more stringent emissions requirements of developed markets, as well as greater demand for access to our distribution systems for purposes of equipment servicing. As these emerging market customers enter into, and begin to compete in more developed markets, they may increasingly begin to compete with our existing customers in these markets. Our further aid to emerging market customers could adversely affect our relationships with developed market customers. In addition, to the extent the competition does not correspond to overall growth in demand, we may see little or no benefit from this type of expansion by our emerging market customers.

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, financial condition and cash flows. The U.S. dollar strengthened in recent years resulting in material unfavorable impacts on our revenues in those years. If the U.S. dollar continues strengthening against other currencies, we will experience additional volatility in our financial statements.While we customarily enter into financial transactions that attempt to address these risks and many of our supply agreements with customers include foreign currency exchange rate adjustment provisions, there can be no assurance that foreign currency exchange rate fluctuations will not adversely affect our future results of operations and cash flows. In addition, while the use of currency hedging instruments may provide us with some protection from adverse fluctuations in foreign currency exchange rates, by utilizing these instruments we potentially forego the benefits that might result from favorable fluctuations in foreign currency exchange rates.We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Foreign exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation. See Management's Discussion and Analysis for additional information.

Our products are exposed to variability in material and commodity costs.

Our businesses establish prices with our customers in accordance with contractual time frames; however, the timing of material and commodity market price increases may prevent us from passing these additional costs on to our customers through timely pricing actions. Additionally, higher material and commodity costs around the world may offset our efforts to reduce our cost structure. While we customarily enter into financial transactions and contractual pricing adjustment provisions with our customers that attempt to address some of these risks (notably with respect to copper, platinum and palladium), there can be no assurance that commodity price fluctuations will not adversely affect our results of operations and cash flows. In addition, while the use of commodity price hedging instruments and contractual pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, by utilizing these instruments, we potentially forego the benefits that might result from favorable fluctuations in price. As a result, higher material and commodity costs, as well as hedging these commodity costs during periods of decreasing prices, could result in declining margins.

We 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 2019, we recognized $330 million of equity, royalty and interest income from investees, compared to $394 million in 2018. Approximately half of our equity, royalty and interest income from investees is from four of our 50 percent owned joint ventures in China - Beijing Foton Cummins Engine Co., Ltd., Dongfeng Cummins Engine Company, Ltd., Chongqing Cummins Engine Company, Ltd. and Dongfeng Cummins Emission Solutions Co. 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

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significant reduction in the level of contribution by these entities to our net income would likely have a material adverse effect on our results of operations and cash flows.

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 earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the discovery of new information in the course of our tax return preparation process. The carrying value of deferred tax assets, which are predominantly in the U.S., is dependent on our ability to generate future taxable income in the U.S. We are also subject to ongoing tax audits. These audits can involve complex issues, which may require an extended period of time to resolve and can be highly judgmental. Tax authorities may disagree with certain tax reporting positions taken by us and, as a result, assess additional taxes against us. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. The amounts ultimately paid upon resolution of these or subsequent tax audits could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our tax provision.

Our global operations are subject to laws and regulations that impose significant compliance costs and create reputational and legal risk.

Due to the international scope of our operations, we are subject to a complex system of commercial and trade regulations around the world. Recent years have seen an increase in the development and enforcement of laws regarding trade compliance and anti-corruption, such as the U.S. Foreign Corrupt Practices Act and similar laws from other countries, as well as new regulatory requirements regarding data privacy, such as the European Union General Data Protection Regulation. Our numerous foreign subsidiaries, affiliates and joint venture partners are governed by laws, rules and business practices that differ from those of the U.S. The activities of these entities may not comply with U.S. laws or business practices or our Code of Business Conduct. Violations of these laws may result in severe criminal or civil sanctions, could disrupt our business and result in an adverse effect on our reputation, business and results of operations, financial condition and cash flows. 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.

Our business is exposed to potential product liability claims.

We face an inherent business risk of exposure to product liability claims in the event that our products' failure to perform to specification results, or is alleged to result, in property damage, bodily injury and/or death. At any given time, we are subject to various and multiple product liability claims, any one of which, if decided adversely to us, may have a material adverse effect on our reported results of operation in the period in which our liability with respect to any such claim is recognized. While we maintain insurance coverage with respect to certain product liability claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against product liability claims. In addition, product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant periods of time, regardless of the ultimate outcome. Furthermore, even if we are successful in defending against a claim relating to our products, claims of this nature could cause our customers to lose confidence in our products and us.

Our operations are subject to increasingly stringent environmental laws and regulations.

Our plants and operations are subject to increasingly stringent environmental laws and regulations in all of the countries in which we operate, including laws and regulations governing air emission, discharges to water and the generation, handling, storage, transportation, treatment and disposal of waste materials. While we believe that we are in compliance in all material respects with these environmental laws and regulations, there can be no assurance that we will not be adversely impacted by costs, liabilities or claims with respect to existing or subsequently acquired operations, under either present laws and regulations or those that may be adopted or imposed in the future. We are also subject to laws requiring the cleanup of contaminated property. If a release of hazardous substances occurs at or from any of our current or former properties or at a landfill or another location where we have disposed of hazardous materials, we may be held liable for the contamination and the amount of such liability could be material.

Significant declines in future financial and stock market conditions, particularly those related to the global recession due to the COVID-19 pandemic, 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

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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 current and future financial and stock market conditions related to the COVID-19 pandemic 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 and length 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.

Future bans or limitations on the use of diesel-powered vehicles or other applications could have a material adverse impact on our business over the long term.

In an effort to limit greenhouse gas emissions and combat climate change, multiple countries and cities have announced that they plan to implement a ban on the use in their cities or countries of diesel-powered products in the near or distant future. These countries include China, India and Germany. In addition, California government officials have called for the state to phase out sales of diesel-powered vehicles by 2040. To the extent that these types of bans are actually implemented in the future on a broad basis, or in one or more of our key markets, our business over the long-term could experience material adverse impacts.

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.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following information is provided pursuant to Item 703 of Regulation S-K:


	Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽²⁾
March 30 - May 3	—	$	—	—	88,555
May 4 - May 31	—	—		—	87,933
June 1 - June 28	—	—		—	84,503
Total	—	—		—

⁽¹⁾ Shares purchased represent shares under the Board authorized share repurchase program.
⁽²⁾ These values reflect the sum of shares held in loan status under our Key Employee Stock Investment Plan. The repurchase program authorized by the Board does not limit the number of shares that may be purchased and was excluded from this column. The dollar value remaining available for future purchases under the 2018 program at June 28, 2020, was $85 million.

In December 2019, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the 2018 repurchase plan. In October 2018, the Board authorized the acquisition of up to $2.0 billion of additional common stock. During the three months ended June 28, 2020, we did not repurchase any common stock under the 2018 authorization.

During the three months ended June 28, 2020, we did not repurchase any shares of common stock from employees in connection with the Key Employee Stock Investment Plan which allows certain employees, other than officers, to purchase shares of common stock on an installment basis up to an established credit limit. Loans are issued for five-year terms at a fixed interest rate established at the date of purchase and may be refinanced after their initial five-year period for an additional five-year period. Participants must hold shares for a minimum of six months from date of purchase. If the shares are sold before the loan is paid off, the employee must wait six months before another share purchase may be made. We hold participants’ shares

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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. Effective May 1, 2020, we no longer repurchase shares of common stock associated with participants' sales. Shares are now sold as open-market transactions via a third-party broker.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Not applicable.

ITEM 6. Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

CUMMINS INC.

EXHIBIT INDEX


Exhibit No.						Description of Exhibit



10.1						364-Day Credit Agreement, dated as of May 1 , 20 20 , by and among Cummins Inc., the subsidiary borrowers party thereto, the l enders party thereto and JPMorgan Chase Bank, N.A., as a dministrative a gent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on May 4 , 20 20 (File No. 001-04949)).




31(a)						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed with this quarterly report on Form 10-Q are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Net Income for the three and six months ended June 28, 2020 and June 30, 2019, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 28, 2020 and June 30, 2019, (iii) the Condensed Consolidated Balance Sheets at June 28, 2020 and December 31, 2019, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 28, 2020 and June 30, 2019, (v) the Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 28, 2020 and June 30, 2019 and (vi) Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Cummins Inc.

Date:

July 28, 2020

By:

/s/ MARK A. SMITH

By:

/s/ CHRISTOPHER C. CLULOW

Mark A. Smith

Christopher C. Clulow

Vice President and Chief Financial Officer

Vice President-Corporate Controller

(Principal Financial Officer)

(Principal Accounting Officer)