Meritor Acquisition and 2022 Financial Results
Table of Contents
ITEM 1. Business
OVERVIEW
PART I
We were founded in 1919 as Cummins Engine Company, a corporation in Columbus, Indiana and one of the first diesel engine manufacturers. In 2001, we changed our name to
Cummins Inc. We are a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related
components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes,
suspension systems, electric power generation systems, batteries, electrified power systems, electric powertrains, hydrogen production 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 service network of
approximately 460 wholly-owned, joint venture and independent distributor locations and more than 10,000 Cummins certified dealer locations in approximately 190 countries
and territories.
Meritor Acquisition
On August 3, 2022, we completed the acquisition of Meritor with a purchase price of $2.9 billion (including debt repaid concurrent with the acquisition). Our consolidated
results and segment results include Meritor's activity since the date of acquisition. Meritor was split into the newly formed axles and brakes business and electric powertrain.
The results for the axles and brakes business are included in our Components segment while the electric powertrain portion is included in our New Power segment. See NOTE
2, "ACQUISITIONS," to the Consolidated Financial Statements for additional information.
Supply Chain Disruptions
We continue to experience supply chain disruptions, increased price levels and related financial impacts reflected as increased cost of sales and inventory holdings. Our industry
continues to be unfavorably impacted by supply chain constraints leading to shortages and price increases across multiple component categories and limiting our collective
ability to meet end-user demand. Our customers are also experiencing supply chain issues. Should the supply chain issues 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.
OPERATING SEGMENTS
We have five complementary operating segments: Engine, Components, Distribution, Power Systems and New Power. These segments share technology, customers, strategic
partners, brand recognition and our distribution network in order to compete more efficiently and effectively in their respective markets. In each of our operating segments, we
compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. Our products primarily compete on the basis of performance,
price, total cost of ownership, fuel economy, emissions compliance, speed of delivery, quality and customer support.
We use segment earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests (EBITDA) as the 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. See NOTE 24, "OPERATING SEGMENTS," to the Consolidated Financial
Statements for additional information and a reconciliation of our segment information to the corresponding amounts in ourConsolidated Statements of Net Income.
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