QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2025
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, Indiana47202-3005
(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. Yesx 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). Yesx 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
x
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 30, 2025, there were 137,786,038 shares of common stock outstanding with a par value of $2.50 per share.
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Overview
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 solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise. Our products range from advanced diesel, natural gas, electric and hybrid powertrains and powertrain-related components including aftertreatment, turbochargers, fuel systems, valvetrain technologies, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, electrified power systems with innovative components and subsystems, including battery, fuel cell and electric power technologies and hydrogen production technologies. 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 650 wholly-owned, joint venture and independent distributor locations and more than 19,000 Cummins certified dealer locations in approximately 190 countries and territories.
Divestiture of Atmus
On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus Filtration Technologies Inc. (Atmus) common stock through a tax-free split-off. See NOTE 14, "ATMUS DIVESTITURE," for additional information.
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 were 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 were condensed or omitted as permitted by such rules and regulations.
These interim condensed consolidated 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, 2024. 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 required annual disclosures.
Reclassifications
Certain amounts for prior year periods were reclassified to conform to the current year presentation.
Use of Estimates in Preparation of Financial Statements
Preparation of financial statements 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.
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:
In accordance with the provisions of various joint venture agreements, we may purchase products and components from our joint ventures, sell products and components to our joint ventures and our joint ventures may sell products and components to unrelated parties.
The following is a summary of sales to and purchases from nonconsolidated equity investees:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Sales to nonconsolidated equity investees
$
411
$
334
$
799
$
685
Purchases from nonconsolidated equity investees
564
610
1,164
1,263
The following is a summary of accounts receivable from and accounts payable to nonconsolidated equity investees:
In millions
June 30, 2025
December 31, 2024
Balance Sheet Location
Accounts receivable from nonconsolidated equity investees
$
506
$
432
Accounts and notes receivable, net
Accounts payable to nonconsolidated equity investees
260
281
Accounts payable (principally trade)
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 original due date, which generally have 60 to 90 day payment terms. The maximum amount that we could have outstanding under these programs was $558 million at June 30, 2025. We do not reimburse vendors for any costs they incur for participation in the program, their participation is completely voluntary and there are no assets pledged as security or other forms of guarantees provided for the committed payment to the finance provider or intermediary. As a result, all amounts owed to the financial intermediaries are presented as accounts payable in our Condensed Consolidated Balance Sheets. Amounts due to the financial intermediaries reflected in accounts payable at June 30, 2025 and December 31, 2024, were $153 million and $142 million, respectively.
Accounts Receivable Sales Program
In May 2024, we entered into an accounts receivable sales agreement with Wells Fargo Bank, N.A., to sell certain accounts receivable up to the Board of Directors (Board) approved limit of $500 million. We will classify proceeds received from the sales of accounts receivable as an operating cash flow in our Condensed Consolidated Statements of Cash Flows, and we will record the discount in other income, net in our Condensed Consolidated Statements of Net Income. There was no activity under the program during the six months ended June 30, 2025 and June 30, 2024.
NOTE 2. REVENUE FROM CONTRACTS WITH CUSTOMERS
Long-term Contracts
We have certain arrangements, primarily long-term maintenance agreements, construction contracts, product sales with associated performance obligations extending beyond a year, product sales with lead times extending beyond one year that are non-cancellable or for which the customer incurs a penalty for cancellation and extended warranty coverage arrangements that span a period in excess of one year. The aggregate amount of the transaction price for these contracts, excluding extended warranty coverage arrangements, at June 30, 2025, was $5.8 billion. We expect to recognize the related revenue of $3.0 billion over the next 12 months and $2.8 billion 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.
The following is a summary of our unbilled and deferred revenue and related activity:
In millions
June 30, 2025
December 31, 2024
Unbilled revenue
$
409
$
403
Deferred revenue
2,679
2,412
We recognized revenue of $242 million and $592 million for the three and six months ended June 30, 2025, compared with $250 million and $498 million for the comparable periods in 2024, 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 30, 2025 or 2024.
Disaggregation of Revenue
Consolidated Revenue
The table below presents our consolidated net sales by geographic area based on the location of the customer:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
United States
$
4,865
$
5,119
$
9,615
$
9,904
China
826
747
1,605
1,470
India
415
425
841
869
Other international
2,537
2,505
4,756
4,956
Total net sales
$
8,643
$
8,796
$
16,817
$
17,199
Segment Revenue
Engine segment external sales by market were as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Heavy-duty truck
$
727
$
968
$
1,381
$
1,779
Medium-duty truck and bus
676
792
1,376
1,530
Light-duty automotive
482
454
907
892
Total on-highway
1,885
2,214
3,664
4,201
Off-highway
277
254
538
507
Total sales
$
2,162
$
2,468
$
4,202
$
4,708
Components segment external sales by business were as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Drivetrain and braking systems
$
1,094
$
1,255
$
2,150
$
2,487
Emission solutions
777
822
1,568
1,678
Components and software
301
279
607
579
Automated transmissions
123
162
240
327
Atmus
—
—
—
289
(1)
Total sales
$
2,295
$
2,518
$
4,565
$
5,360
(1)Included sales through the March 18, 2024, divestiture. See NOTE 14, "ATMUS DIVESTITURE," for additional information.
Distribution segment external sales by region were as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
North America
$
2,074
$
1,899
$
4,173
$
3,621
Europe
323
283
592
523
Asia Pacific
280
310
520
595
China
123
128
236
228
India
91
77
163
146
Latin America
83
64
133
123
Africa and Middle East
60
60
119
114
Total sales
$
3,034
$
2,821
$
5,936
$
5,350
Distribution segment external sales by product line were as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Power generation
$
1,200
$
950
$
2,290
$
1,655
Parts
1,011
988
2,037
1,985
Service
439
447
855
852
Engines
384
436
754
858
Total sales
$
3,034
$
2,821
$
5,936
$
5,350
Power Systems segment external sales by product line were as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Power generation
$
584
$
490
$
1,029
$
850
Industrial
298
278
582
516
Generator technologies
172
120
315
230
Total sales
$
1,054
$
888
$
1,926
$
1,596
NOTE 3. 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
June 30,
June 30,
In millions
2025
2024
2025
2024
Defined benefit pension contributions
$
11
$
8
$
23
$
47
OPEB payments, net
2
3
3
12
Defined contribution pension plans
27
26
76
74
We anticipate making additional defined benefit pension contributions during the remainder of 2025 of $22 million for our U.S. and U.K. qualified and non-qualified pension 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 2025 annual net periodic pension cost to approximate $79 million.
Our Amplify Cell Technologies LLC (Amplify) joint venture meets the definition of a variable interest entity since the equity-at-risk is not currently sufficient to support the future operations of the joint venture. Accelera, Daimler Truck and US Holding LLC and PACCAR, Inc. each own 30 percent of the joint venture and have two board positions, while EVE Energy owns 10 percent and has one board position. All significant decisions require majority or super-majority approval of the board. As a result, we are not the primary beneficiary of the joint venture, and it is not consolidated. We account for the joint venture using the equity method. Our Amplify joint venture will manufacture battery cells for electric commercial vehicles and industrial applications. The joint venture began operations in May 2024, but is not expected to begin production until 2027. As of June 30, 2025, we contributed $255 million and our maximum remaining required contribution to the joint venture was $551 million, which could be reduced by future government incentives received by the joint venture. Our investment balance at June 30, 2025, net of operating losses, was $220 million.
NOTE 5. INCOME TAXES
Our effective tax rates for the three and six months ended June 30, 2025, were 24.2 percent and 24.1 percent , respectively. Our effective tax rates for the three and six months ended June 30, 2024, were 23.0 percent and 13.1 percent, respectively.
The three months ended June 30, 2025, contained net favorable discrete tax items of $3 million primarily due to $4 million of favorable adjustments for uncertain tax positions, partially offset by $1 million of other unfavorable tax items.
The six months ended June 30, 2025, contained net favorable discrete tax items of $10 million, primarily due to $8 million of favorable adjustments for share-based compensation tax benefits and $5 million of favorable adjustments for uncertain tax positions, partially offset by $3 million of other unfavorable tax items.
The three months ended June 30, 2024, contained favorable discrete tax items of $9 million primarily due to share-based compensation tax benefits.
The six months ended June 30, 2024, contained favorable discrete tax items primarily due to the $1.3 billion non-taxable gain on the Atmus split-off. Other discrete tax items were $30 million favorable primarily due to adjustments related to audit settlements and share-based compensation tax benefits.
On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, enacting significant changes to U.S. federal income tax rules affecting corporations, such as the ability to immediately deduct domestic research and development costs, restoration of elective 100 percent bonus depreciation for qualified property and changes related to the international tax provisions. We are currently assessing the impact to our consolidated financial statements.
A summary of marketable securities, all of which were classified as current, was as follows:
June 30, 2025
December 31, 2024
In millions
Cost
Gross unrealized gains/(losses) (1)
Estimated fair value
Cost
Gross unrealized gains/(losses) (1)
Estimated fair value
Equity securities
Level 1
Publicly-traded shares
$
7
$
(6)
$
1
$
7
$
(6)
$
1
Level 2
Debt mutual funds
381
5
386
262
1
263
Certificates of deposit
303
—
303
262
—
262
Equity mutual funds
15
9
24
19
7
26
Debt securities
41
—
41
41
—
41
Marketable securities
$
747
$
8
$
755
$
591
$
2
$
593
(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 our Condensed Consolidated Statements of Net Income.
The fair value of Level 1 securities is derived from the market price at the end of the period. 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 levels during the six months ended June 30, 2025, or the year ended December 31, 2024. All debt securities are classified as available-for-sale.
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 measure.
•Certificates of deposit — 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
June 30,
In millions
2025
2024
Proceeds from sales of marketable securities
$
562
$
644
Proceeds from maturities of marketable securities
74
41
Investments in marketable securities - liquidations
Loans payable, commercial paper and the related weighted-average interest rates were as follows:
In millions
June 30, 2025
December 31, 2024
Loans payable (1)
$
336
$
356
Commercial paper (2)
353
1,259
(1) Loans payable consist primarily of loans payable to various international and domestic 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 3.48 percent and 4.49 percent at June 30, 2025 and December 31, 2024, respectively.
We can issue up to $4.0 billion of unsecured, short-term promissory notes (commercial paper) pursuant to the Board authorized commercial paper programs. These 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.
Revolving Credit Facilities
On June 2, 2025, we entered into an amended and restated 5-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2030. The credit agreement amended and restated the prior $2.0 billion 5-year credit agreement that would have matured on June 3, 2029.
On June 2, 2025, we entered into a new 3-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2028. The credit agreement replaced the prior $2.0 billion 364-day credit facility that matured on June 2, 2025.
Our committed credit facilities provide access up to $4.0 billion from our $2.0 billion 3-year credit facility that expires on June 2, 2028 and our $2.0 billion 5-year facility that expires on June 2, 2030. We intend to 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 general corporate purposes. There were no outstanding borrowings under these facilities at June 30, 2025 and December 31, 2024. At June 30, 2025, the $353 million of outstanding commercial paper effectively reduced the $4.0 billion of revolving credit capacity to $3.6 billion.
At June 30, 2025, we also had an additional $725 million available for borrowings under our uncommitted international and other domestic credit facilities.
Fair value adjustments due to hedge on indebtedness
(59)
(85)
Finance leases
131
125
Total long-term debt
7,422
5,444
Less: Current maturities of long-term debt
615
660
Long-term debt
$
6,807
$
4,784
(1) In 2021, we entered into a series of interest rate swaps to effectively convert debt from a fixed rate to floating rate. In March of 2025, we settled the remainder of the interest rate swaps on our debt due in 2025. See "Interest Rate Risk" in NOTE 13, "DERIVATIVES," for additional information.
(2) The effective interest rate is 7.48 percent.
On May 9, 2025, we issued $2.0 billion aggregate principal amount of senior unsecured notes consisting of $300 million aggregate principal amount of 4.25 percent senior unsecured notes due in 2028, $700 million aggregate principal amount of 4.70 percent senior unsecured notes due in 2031 and $1.0 billion aggregate principal amount of 5.30 percent senior unsecured notes due in 2035. Net of the discount and underwriter fees, we received net proceeds of $1.99 billion. The senior unsecured notes due in 2028 and 2035 pay interest semi-annually on May 9 and November 9, commencing on November 9, 2025. The senior unsecured notes due in 2031 pay interest semi-annually on February 15 and August 15, commencing on February 15, 2026. The indenture governing the senior unsecured notes contains covenants that, among other matters, limit (i) our ability to consolidate or merge into, or sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our and our subsidiaries' assets to another person, (ii) our and certain of our subsidiaries' ability to create or assume liens and (iii) our and certain of our subsidiaries' ability to engage in sale and leaseback transactions.
Principal payments required on long-term debt during the next five years are as follows:
In millions
2025
2026
2027
2028
2029
Principal payments
$
594
$
82
$
114
$
595
$
536
Shelf Registration
As a well-known seasoned issuer, we filed an automatic shelf registration for an undetermined amount of debt and equity securities with the SEC on February 13, 2025. Under this shelf registration we may offer, from time-to-time, debt securities, common stock, preferred and preference stock, depositary shares, warrants, stock purchase contracts and stock purchase units.
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 30, 2025
December 31, 2024
Fair value of total debt (1)
$
7,805
$
6,651
Carrying value of total debt
8,111
7,059
(1) The fair value of debt is derived from Level 2 input measures.
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
June 30,
In millions
2025
2024
Balance at beginning of year
$
2,623
$
2,497
Provision for base warranties issued
316
331
Deferred revenue on extended warranty contracts sold
213
180
Provision for product campaigns issued
20
23
Payments made during period
(358)
(360)
Amortization of deferred revenue on extended warranty contracts
(144)
(148)
Changes in estimates for pre-existing product warranties and campaigns
30
98
Foreign currency translation adjustments and other
(7)
(18)
Balance at end of period
$
2,693
$
2,603
We recognized supplier recoveries of $13 million and $19 million for the three and six months ended June 30, 2025, compared with $12 million and $34 million for the comparable periods in 2024.
Warranty related deferred revenues and warranty liabilities on our Condensed Consolidated Balance Sheets were as follows:
In millions
June 30, 2025
December 31, 2024
Balance Sheet Location
Deferred revenue related to extended coverage programs
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; environmental and regulatory matters, including the enforcement of environmental and emissions standards; and asbestos claims. 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 for our expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability is probable and can be reasonably estimated based upon presently available information, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on our business, results of operations, financial condition or cash flows.
We conduct significant business operations in Brazil that are subject to the Brazilian federal, state and local labor, social security, tax and customs laws. While we believe we comply with such laws, they are complex, subject to varying interpretations and we are often engaged in litigation regarding the application of these laws to particular circumstances.
In December 2023, we announced that we reached the agreement in principle with U.S. Environmental Protection Agency, the California Air Resources Board, the Environmental and Natural Resources Division of the DOJ and the California Attorney General's Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024, (collectively, the Settlement Agreements). As part of the Settlement Agreements, among other things, we agreed to pay civil penalties, complete recall requirements, undertake mitigation projects, provide extended warranties, undertake certain testing, take certain corporate compliance measures and make other payments. Failure to comply with the terms and conditions of the Settlement Agreements will subject us to further stipulated penalties. We recorded a charge of $2.0 billion in the fourth quarter of 2023, in other operating expense, net in our Consolidated Statements of Income, to resolve the matters addressed by the Settlement Agreements involving approximately one million of our pick-up truck applications in the U.S. Of the $2.0 billion charge, $1.7 billion (primarily related to penalties) was non-deductible for U.S. federal income tax purposes. The remaining amount, related to emissions mitigation projects and payments, extended warranties and other related compliance expenses was deductible for U.S. federal income tax purposes. This charge was in addition to the previously announced charges of $59 million for the recalls of model years 2013 through 2018 RAM 2500 and 3500 trucks and model years 2016 through 2019 Titan trucks. We made $1.9 billion of payments required by the Settlement Agreements in the second quarter of 2024. Subsequent to the second quarter of 2024, we have recorded immaterial amounts related to stipulated penalties we determined to be probable and estimable. Any further non-compliance with the Settlement Agreements will likely subject us to further stipulated penalties and other adverse consequences.
We have also been in communication with other non-U.S. regulators regarding matters related to the emission systems in our engines and may also become subject to additional regulatory review in connection with these matters.
In connection with our announcement of our entry into the agreement in principle, we became subject to shareholder, consumer and third-party litigation regarding the matters covered by the Settlement Agreements, and we may become subject to additional litigation in connection with these matters.
The consequences resulting from the resolution of the foregoing matters are uncertain and the related expenses and reputational damage could have a material adverse impact on our results of operations, financial condition 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 30, 2025, the maximum potential loss related to these guarantees was $50 million.
We have arrangements with certain suppliers that require us to purchase minimum volumes or be subject to monetary penalties. At June 30, 2025, if we were to stop purchasing from each of these suppliers, the aggregate amount of the penalty would be approximately $635 million. These arrangements enable us to secure supplies of critical components and IT services. 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 30, 2025, the total commitments under these contracts were $48 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 $270 million at June 30, 2025.
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.
Following are the changes in accumulated other comprehensive income (loss) by component for the three months ended:
In millions
Change in pension and OPEB plans
Foreign currency translation adjustment
Unrealized gain (loss) on derivatives
Total attributable to Cummins Inc.
Noncontrolling interests
Total
Balance at March 31, 2025
$
(870)
$
(1,602)
$
106
$
(2,366)
Other comprehensive income (loss) before reclassifications
Before-tax amount
—
173
3
176
$
2
$
178
Tax benefit (expense)
—
22
(1)
21
—
21
After-tax amount
—
195
2
197
2
199
Amounts reclassified from accumulated other comprehensive income (loss) (1)
7
—
(5)
2
—
2
Net current period other comprehensive income (loss)
7
195
(3)
199
$
2
$
201
Balance at June 30, 2025
$
(863)
$
(1,407)
$
103
$
(2,167)
Balance at March 31, 2024
$
(861)
$
(1,514)
$
111
$
(2,264)
Other comprehensive income (loss) before reclassifications
Before-tax amount
6
(82)
4
(72)
$
(2)
$
(74)
Tax benefit (expense)
—
1
(1)
—
—
—
After-tax amount
6
(81)
3
(72)
(2)
(74)
Amounts reclassified from accumulated other comprehensive income (loss) (1)
7
—
(6)
1
—
1
Net current period other comprehensive income (loss)
13
(81)
(3)
(71)
$
(2)
$
(73)
Balance at June 30, 2024
$
(848)
$
(1,595)
$
108
$
(2,335)
(1) Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.
Following are the changes in accumulated other comprehensive income (loss) by component for the six months ended:
In millions
Change in pension and OPEB plans
Foreign currency translation adjustment
Unrealized gain (loss) on derivatives
Total attributable to Cummins Inc.
Noncontrolling interests
Total
Balance at December 31, 2024
$
(843)
$
(1,717)
$
115
$
(2,445)
Other comprehensive income (loss) before reclassifications
Before-tax amount
(44)
277
1
234
$
4
$
238
Tax benefit
10
33
—
43
—
43
After-tax amount
(34)
310
1
277
4
281
Amounts reclassified from accumulated other comprehensive income (loss) (1)
14
—
(13)
1
—
1
Net current period other comprehensive (loss) income
(20)
310
(12)
278
$
4
$
282
Balance at June 30, 2025
$
(863)
$
(1,407)
$
103
$
(2,167)
Balance at December 31, 2023
$
(848)
$
(1,457)
$
99
$
(2,206)
Other comprehensive income (loss) before reclassifications
Before-tax amount
(15)
(198)
26
(187)
$
(5)
$
(192)
Tax benefit (expense)
3
(1)
(6)
(4)
—
(4)
After-tax amount
(12)
(199)
20
(191)
(5)
(196)
Amounts reclassified from accumulated other comprehensive income (loss) (1)
12
61
(2)
(11)
62
—
62
Net current period other comprehensive (loss) income
—
(138)
9
(129)
$
(5)
$
(134)
Balance at June 30, 2024
$
(848)
$
(1,595)
$
108
$
(2,335)
(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 the divestiture of Atmus. See NOTE 14, "ATMUS DIVESTITURE," for additional information.
We are exposed to financial risk resulting from volatility in foreign exchange rates, interest rates and commodity prices. This risk is closely monitored and managed through the use of physical forward contracts (which are not considered derivatives) and financial derivative instruments including foreign currency forward contracts, commodity swap contracts and interest rate swaps and locks. Financial derivatives are used expressly for hedging purposes and under no circumstances are they used for speculative purposes. When material, we adjust the estimated fair value of our derivative contracts for counterparty or our credit risk. None of our derivative instruments are subject to collateral requirements. Substantially all of our derivative contracts are subject to master netting arrangements, which provide us with the option to settle certain contracts on a net basis when they settle on the same day with the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event.
Foreign Currency Exchange Rate Risk
We had foreign currency forward contracts with notional amounts of $5.3 billion at June 30, 2025, with the following currencies comprising 85 percent of outstanding foreign currency forward contracts: British pound, Chinese renminbi, Euro, Australian dollar and Canadian dollar. We had foreign currency forward contracts with notional amounts of $3.6 billion at December 31, 2024, with the following currencies comprising 86 percent of outstanding foreign currency forward contracts: British pound, Chinese renminbi, Australian dollar, Canadian dollar and Euro.
We are further exposed to foreign currency exchange risk as many of our subsidiaries are subject to fluctuations as the functional currencies of the underlying entities are not our U.S. dollar reporting currency. To help reduce volatility in the equity value of our subsidiaries, we enter into foreign exchange forwards designated as net investment hedges for certain of our investments. Under the current terms of our foreign exchange forwards, we agreed with third parties to sell British pounds, Chinese renminbi and Euros in exchange for U.S. dollar currency at a specified rate at the maturity of the contract. The notional amount of these hedges at June 30, 2025, was $1.6 billion. In the second quarter of 2025, we began entering into cross-currency interest rate swaps designated as net investment hedges for certain of our investments to help reduce volatility in the equity value of our subsidiaries. Under the current terms of our cross-currency interest rate swaps, we generally pay fixed-rate interest in Euros or Chinese renminbi and receive fixed-rate interest in U.S. dollars. The notional amount of these hedges at June 30, 2025, was $500 million.
The following table summarizes our net investment hedge activity in accumulated other comprehensive loss (AOCL):
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Type of Derivative
Gain (Loss) Recognized in AOCL
Gain (Loss) Reclassified from AOCL into Earnings
Gain (Loss) Recognized in AOCL
Gain (Loss) Reclassified from AOCL into Earnings
Gain (Loss) Recognized in AOCL
Gain (Loss) Reclassified from AOCL into Earnings
Gain (Loss) Recognized in AOCL
Gain (Loss) Reclassified from AOCL into Earnings
Foreign exchange forwards
$
(45)
$
—
$
(3)
$
—
$
(69)
$
—
$
3
$
—
Cross-currency interest rate swaps
(8)
—
—
—
(8)
—
—
—
Interest Rate Risk
In 2021, we entered into a series of interest rate swaps to effectively convert our $500 million senior notes, due in 2025, from a fixed rate of 0.75 percent to a floating rate equal to the three-month London Interbank Offered Rate (LIBOR) plus a spread (subsequently adjusted to Secured Overnight Financing Rate (SOFR) under a fallback protocol in our derivative agreements). We also entered into a series of interest rate swaps to effectively convert $765 million of our $850 million senior notes, due in 2030, from a fixed rate of 1.50 percent to a floating rate equal to the three-month LIBOR plus a spread (also similarly adjusted to SOFR). We designated the swaps as fair value hedges. The gain or loss on these derivative instruments, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, were recognized in current income as interest expense. The net swap settlements that accrue each period were also reported in our Condensed Consolidated Financial Statements as interest expense. In 2023 and 2024, we settled a portion of these swaps with the immaterial losses amortized over the remaining term of the related debt. In the first quarter of 2025, we settled the remainder of the $350 million interest rate swaps, at their expiration date, on our debt due in 2025. The interest rate swaps on our 2030 debt had $680 million of the notional amounts outstanding at June 30, 2025.
The following table summarizes the gains and losses:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Type of Swap
Gain (Loss) on Swaps
Gain (Loss) on Borrowings
Gain (Loss) on Swaps
Gain (Loss) on Borrowings
Gain (Loss) on Swaps
Gain (Loss) on Borrowings
Gain (Loss) on Swaps
Gain (Loss) on Borrowings
Interest rate swaps (1)
$
10
$
(12)
$
3
$
(6)
$
27
$
(26)
$
(7)
$
8
(1) The difference between the gain (loss) on swaps and borrowings represents hedge ineffectiveness.
In the first quarter of 2025, we entered into a series of interest rate lock agreements including 5-year and 10-year locks, with notional amounts totaling $200 million and $400 million, respectively, to reduce variability of cash flows of interest payments on total fixed rate debt forecasted to be issued in 2025 to replace our senior notes at maturity and for other general purposes. In the second quarter of 2025, we entered into additional 10-year interest rate lock agreements with notional amounts totaling $100 million. The terms of the rate locks mirrored the time period of the expected fixed rate debt issuances and the expected timing of interest payments on planned debt issuances. The gains and losses on these derivative instruments were initially recorded in other comprehensive income and will be released to earnings in interest expense in future periods to reflect the difference in (1) the fixed rates economically locked in at the inception of the hedge and (2) the actual fixed rates established in the debt instrument at issuance. In the second quarter of 2025, with the issuance of senior unsecured notes, we settled all interest rate lock agreements with a notional amount of $700 million. The immaterial net losses from settlement will be amortized over the remaining term of the related debt. Amortization of net losses were immaterial for the three and six months ended June 30, 2025.
Derivatives Not Designated as Hedging Instruments
The following table summarizes the effect on our Condensed Consolidated Statements of Net Income for derivative instruments not designated as hedging instruments:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
(Loss) gain recognized in income - Cost of sales (1)
$
(1)
$
1
$
(4)
$
1
Gain (loss) recognized in income - Other income, net (1)
Fair Value Amount and Location of Derivative Instruments
The following table summarizes the location and fair value of derivative instruments on our Condensed Consolidated Balance Sheets:
Derivatives Designated as Hedging Instruments
Derivatives Not Designated as Hedging Instruments
In millions
June 30, 2025
December 31, 2024
June 30, 2025
December 31, 2024
Notional amount
$
3,592
$
3,512
$
4,503
$
2,713
Derivative assets
Prepaid expenses and other current assets (1)
$
26
$
60
$
70
$
6
Other assets
—
6
—
—
Total derivative assets (1)
$
26
$
66
$
70
$
6
Derivative liabilities
Other accrued expenses
$
40
$
10
$
7
$
67
Other liabilities
78
89
—
—
Total derivative liabilities (1)
$
118
$
99
$
7
$
67
(1) Estimates of the fair value of all derivative assets and liabilities above are derived from Level 2 inputs, which are 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 input measures and there were no transfers into or out of Level 2 or 3 during the six months ended June 30, 2025, or the year ended December 31, 2024.
We elected to present our derivative contracts on a gross basis in our Condensed Consolidated Balance Sheets. Had we chosen to present on a net basis, we would have derivatives in a net asset position of $28 million and $37 million and derivatives in a net liability position of $57 million and $131 million at June 30, 2025 and December 31, 2024, respectively.
NOTE 14. ATMUS DIVESTITURE
On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus common stock through a tax-free split-off. The transaction involved the exchange of our shares in Atmus for shares of Cummins stock with a 7.0 percent discount on the exchange ratio for Atmus shares. The exchange ratio was determined based on each entity's respective stock price using the daily volume weighted-average stock price for three days preceding the final exchange offer date. Based on the final exchange ratio, we exchanged all 67 million of our Atmus shares for 5.6 million shares of Cummins stock, which was recorded as treasury stock based on the fair value of the Cummins shares obtained.
We evaluated the full divestiture of Atmus and determined the transaction did not qualify for discontinued operation presentation. We recognized a gain related to the divestiture of approximately $1.3 billion (based on the difference between the fair value of the Cummins shares obtained less the carrying value of our Atmus investment), which was recorded in other income, net in our Condensed Consolidated Statements of Net Income for the six months ended June 30, 2024. Approximately $114 million of goodwill was included in the carrying value of the Atmus investment for purposes of calculating the gain. The operating results of Atmus were reported in our Condensed Consolidated Financial Statements through March 18, 2024, the date of divestiture.
As part of the divestiture, the $600 million term loan remained with Atmus after the split. In addition, a net $61 million of other comprehensive income and $19 million of noncontrolling interests related to Atmus were written-off and netted against the gain recognized upon the split.
We entered into a transitional services agreement (TSA) with Atmus that is designed to facilitate the orderly transfer of various services to Atmus. The TSA relates primarily to administrative services, which are generally to be provided over the next 2 years after the divestiture date. This agreement is not material and does not confer upon us the ability to influence the operating and/or financial policies of Atmus subsequent to March 18, 2024.
NOTE 15. REPORTABLE SEGMENTS
Reportable 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 Chief Executive Officer.
Our reportable segments consist of Engine, Components, Distribution, Power Systems and Accelera. 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 Components segment sells axles, drivelines, brakes and suspension systems for commercial diesel and natural gas applications, aftertreatment systems, turbochargers, fuel systems, valvetrain technologies, automated transmissions and electronics. 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, maintaining relationships with various OEMs throughout the world and providing selected sales and aftermarket support for our Accelera business. The Power Systems segment is an integrated power provider, which designs, manufactures and sells standby and prime power generators, engines (16 liters and larger) for standby and prime power generator sets and industrial applications (including mining, oil and gas, marine, rail and defense), alternators and other power components. The Accelera segment designs, manufactures, sells and supports electrified power systems with innovative components and subsystems, including battery, fuel cell and electric powertrain technologies as well as hydrogen production technologies. The Accelera segment is currently in the early stages of commercializing these technologies with efforts primarily focused on the development of electrified power systems and related components and subsystems and our electrolyzers for hydrogen production. 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.
Our CODM uses segment earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests (EBITDA) as the basis for the CODM to evaluate the performance of each of our reportable segments. EBITDA provides our CODM with a full picture of the profitability of a segment to drive decisions and resource allocation. EBITDA is used as the key profitability measure when we set our annual operating plan, is the metric with which our CODM assesses results and is a key component of our annual variable compensation plans. Segment amounts exclude certain expenses not specifically identifiable to segments.
The accounting policies of our reportable segments are the same as those applied in our Condensed Consolidated Financial Statements. We prepared the financial results of our reportable 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 IT, human resources, legal, finance and supply chain management. We do not allocate gains or losses of corporate-owned life insurance and the gain and certain costs related to the divestiture of Atmus. See NOTE 14, "ATMUS DIVESTITURE," for additional information. EBITDA may not be consistent with measures used by other companies.
Summarized financial information regarding our reportable segments for the three and six months ended June 30, 2025 and 2024 is shown in the table below:
In millions
Engine
Components
Distribution
Power Systems
Accelera
Total Segments
Three months ended June 30, 2025
External sales
$
2,162
$
2,295
$
3,034
$
1,054
$
98
$
8,643
Intersegment sales
737
410
7
835
7
1,996
Total sales
2,899
2,705
3,041
1,889
105
10,639
Cost of goods sold (excluding warranty expenses)
2,168
2,161
2,419
1,290
132
8,170
Warranty expenses
119
28
5
26
12
190
Selling expenses
61
40
154
41
7
303
Administrative expenses
146
121
89
106
14
476
Research, development and engineering expenses
151
77
14
69
46
357
Equity, royalty and interest income (loss) from investees
60
10
26
27
(5)
118
Other income (expense) (1)
18
(18)
27
11
(2)
36
Add back: Depreciation and amortization (2)
68
127
32
35
13
275
Segment EBITDA
$
400
$
397
$
445
$
430
$
(100)
$
1,572
Interest income (3)
$
8
$
10
$
7
$
4
$
1
$
30
Three months ended June 30, 2024
External sales
$
2,468
$
2,518
$
2,821
$
888
$
101
$
8,796
Intersegment sales
683
464
8
701
10
1,866
Total sales
3,151
2,982
2,829
1,589
111
10,662
Cost of goods sold (excluding warranty expenses)
2,327
2,369
2,301
1,107
144
8,248
Warranty expenses
122
66
5
24
6
223
Selling expenses
56
43
157
47
7
310
Administrative expenses
147
135
107
105
19
513
Research, development and engineering expenses
167
81
14
63
54
379
Equity, royalty and interest income (loss) from investees
Equity, royalty and interest income (loss) from investees
133
17
54
56
(11)
249
Other income (expense) (1)
38
(35)
36
14
(5)
48
Add back: Depreciation and amortization (2)
135
249
64
68
25
541
Segment EBITDA
$
858
$
779
$
821
$
819
$
(186)
$
3,091
Interest income (3)
$
18
$
17
$
12
$
8
$
1
$
56
Six months ended June 30, 2024
External sales
$
4,708
$
5,360
$
5,350
$
1,596
$
185
$
17,199
Intersegment sales
1,371
954
14
1,382
19
3,740
Total sales
6,079
6,314
5,364
2,978
204
20,939
Cost of goods sold (excluding warranty expenses)
4,517
5,005
4,347
2,104
264
16,237
Warranty expenses
227
128
10
39
14
418
Selling expenses
108
98
310
87
15
618
Administrative expenses
291
293
198
204
32
1,018
Research, development and engineering expenses
321
165
28
123
109
746
Equity, royalty and interest income (loss) from investees
105
39
48
45
(11)
226
Other income (expense) (1)
20
(31)
28
6
(6)
17
Add back: Depreciation and amortization (2)
119
246
61
66
29
521
Segment EBITDA
$
859
$
879
(4)
$
608
$
538
$
(218)
$
2,666
Interest income (3)
$
14
$
17
$
22
$
6
$
—
$
59
(1) Other income (expense) includes other operating expense, net and other income, net from our Condensed Consolidated Statements of Net Income.
(2) Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to EBITDA, the measure used by our CODM.Depreciation and amortization, as shown on a segment basis, excludes the amortization of debt discount and deferred costs included in our Condensed Consolidated Statements of Net Income as interest expense. The amortization of debt discount and deferred costs was $7 million and $7 million for the six months ended June 30, 2025 and June 30, 2024, respectively. A portion of depreciation expense is included in research, development and engineering expenses.
(3) Interest income is a component of other income (expense).
(4) Included $21 million of costs associated with the divestiture of Atmus for the six months ended June 30, 2024. See NOTE 14, "ATMUS DIVESTITURE," for additional information.
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
June 30,
June 30,
In millions
2025
2024
2025
2024
TOTAL SEGMENT EBITDA
$
1,572
$
1,349
$
3,091
$
2,666
Intersegment eliminations and other (1)
15
(4)
(44)
1,251
(2)
Less:
Interest expense
87
109
164
198
Depreciation and amortization
275
259
541
521
INCOME BEFORE INCOME TAXES
$
1,225
$
977
$
2,342
$
3,198
(1) Included intersegment sales, intersegment profit in inventory and unallocated corporate expenses.
(2) Included a $1.3 billion gain related the divestiture of Atmus and $14 million of costs associated with the divestiture of Atmus (included in corporate expenses) for the six months ended June 30, 2024. See NOTE 14, "ATMUS DIVESTITURE," for additional information.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, "Income Taxes (Topic 740): Improvements in Income Tax Disclosures," to enhance the transparency and decision usefulness of income tax disclosures. This amendment requires public companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, under the amendment, entities are required to disclose the amount of income taxes paid disaggregated by federal, state and foreign taxes, as well as disaggregated by material individual jurisdictions. Finally, the amendment requires entities to disclose income from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state and foreign. The new rules are effective for annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on our Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)", which requires public business entities to disclose in the notes to the financial statements more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements, including purchases of inventory, employee compensation, and depreciation and amortization. The amendments are effective for us beginning with our 2027 annual period and in interim periods beginning in 2028. Early adoption is permitted. The ASU may be adopted prospectively or retrospectively. We are currently evaluating the impact of ASU 2024-03 on our Condensed Consolidated Financial Statements and related disclosures.
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," "may" 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:
GOVERNMENT REGULATION
•any adverse consequences from changes in tariffs and other trade disruptions;
•any adverse consequences resulting from entering into agreements with the U.S. Environmental Protection Agency, California Air Resources Board, the Environmental and Natural Resources Division of the U.S. Department of Justice and the California Attorney General's Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024, (collectively, the Settlement Agreements), including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions;
•increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world;
•evolving environmental and climate change legislation and regulatory initiatives;
•changes in international, national and regional trade laws, regulations and policies;
•changes in taxation;
•global legal and ethical compliance costs and risks;
•future bans or limitations on the use of diesel-powered products;
BUSINESS CONDITIONS / DISRUPTIONS
•raw material, transportation and labor price fluctuations and supply shortages;
•aligning our capacity and production with our demand;
•the actions of, and income from, joint ventures and other investees that we do not directly control;
•large truck manufacturers' and original equipment manufacturers' customers discontinuing outsourcing their engine supply needs or experiencing financial distress, or change in control;
PRODUCTS AND TECHNOLOGY
•product recalls;
•variability in material and commodity costs;
•the development of new technologies that reduce demand for our current products and services;
•lower than expected acceptance of new or existing products or services;
•climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas regulations or other legislation designed to address climate change;
•our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions, divestitures or exiting the production of certain product lines or product categories and related uncertainties of such decisions;
•increasing interest rates;
•challenging markets for talent and ability to attract, develop and retain key personnel;
•exposure to potential security breaches or other disruptions to our information technology (IT) environment and data security;
•the use of artificial intelligence in our business and in our products and challenges with properly managing its use;
•political, economic and other risks from operations in numerous countries including political, economic and social uncertainty and the evolving globalization of our business;
•competitor activity;
•increasing competition, including increased global competition among our customers in emerging markets;
•failure to meet sustainability expectations or standards, or achieve our sustainability goals;
•labor relations or work stoppages;
•foreign currency exchange rate changes;
•the performance of our pension plan assets and volatility of discount rates;
•the price and availability of energy;
•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 and our 2024 Form 10-K, Part I, Item 1A, 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.
We are a global power solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise. Our products range from advanced diesel, natural gas, electric and hybrid powertrains and powertrain-related components including aftertreatment, turbochargers, fuel systems, valvetrain technologies, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, electrified power systems with innovative components and subsystems, including battery, fuel cell and electric power technologies and hydrogen production technologies. 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., Traton Group, Daimler Trucks AG and Stellantis N.V. We serve our customers through a service network of approximately 650 wholly-owned, joint venture and independent distributor locations and more than 19,000 Cummins certified dealer locations in approximately 190 countries and territories.
Our segment 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 Components segment sells axles, drivelines, brakes and suspension systems for commercial diesel and natural gas applications, aftertreatment systems, turbochargers, fuel systems, valvetrain technologies, automated transmissions and electronics. 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, maintaining relationships with various OEMs throughout the world and providing selected sales and aftermarket support for our Accelera business. The Power Systems segment is an integrated power provider, which designs, manufactures and sells standby and prime power generators, engines (16 liters and larger) for standby and prime power generator sets and industrial applications (including mining, oil and gas, marine, rail and defense), alternators and other power components. The Accelera segment designs, manufactures, sells and supports electrified power systems with innovative components and subsystems, including battery, fuel cell and electric powertrain technologies as well as hydrogen production technologies. The Accelera segment is currently in the early stages of commercializing these technologies with efforts primarily focused on the development of electrified power systems and related components and subsystems and our electrolyzers for hydrogen production. 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.
Our financial performance depends, in large part, on varying conditions in the markets we serve, particularly the on-highway, off-highway, power generation 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, stoppages and supply chain challenges. 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 geopolitical risks, currency fluctuations, political and economic uncertainty, tariffs and related trade disruptions, public health crises (epidemics or pandemics) and regulatory matters, including adoption and enforcement of environmental and emission standards. As part of our growth strategy, we invest in businesses in certain countries that carry higher levels of these risks such as China, Brazil, India, Mexico and other countries in
Europe, 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, region, the economy of any single country or customer on our consolidated results.
Uncertain Tariff Environment
As disclosed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, we operate our business on a global basis and changes in international, national and regional trade laws, regulations and policies affecting and/or restricting international trade, including higher tariffs and trade disruptions (such as embargoes, sanctions and export controls), could adversely impact the demand for our products and our competitive position. The uncertain tariff environment, marked by the U.S. imposition of tariffs on certain countries, followed by the imposition of retaliatory tariffs on U.S. goods and services by certain countries has introduced significant market volatility and raised concerns about potential economic impacts. Our primary risks include reduced global movement of goods impacting freight activity, increased costs for suppliers and end-users and uncertainty around the availability of supply, all of which could contribute to a decline in business confidence, a reduction in demand for our products and increased product costs. Our tariff related costs increased during the second quarter. We have and continue to look for ways to mitigate these costs including discussions with our suppliers, sourcing alternatives and agreements with our customers to recover these costs. The financial impact of tariffs, net of mitigation actions, was immaterial to our profitability and operating cash flows in the second quarter of 2025. We expect tariff-related costs and recoveries to increase from second quarter levels, assuming that the current level of tariffs remain in place. The continued tariff costs, the effectiveness of our mitigation efforts and the resulting market volatility could materially and adversely affect our results of operations, financial condition and cash flows in the future. We will continue work to minimize the related impacts to our business to the extent possible. See the "OUTLOOK" section for a discussion of the potential tariff impacts for the remainder of 2025.
Divestiture of Atmus
On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus Filtration Technologies Inc. (Atmus) common stock through a tax-free split-off. The exchange resulted in a reduction of shares of our common stock outstanding by 5.6 million shares and a gain of $1.3 billion. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
2025 Second Quarter and Year-to-Date Results
A summary of our results is as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions, except per share amounts
2025
2024
2025
2024
(1)
Net sales
$
8,643
$
8,796
$
16,817
$
17,199
Net income attributable to Cummins Inc.
890
726
1,714
2,719
Earnings per common share attributable to Cummins Inc.
Basic
$
6.46
$
5.30
$
12.45
$
19.53
Diluted
6.43
5.26
12.38
19.42
(1) Net income and earnings per common share included the $1.3 billion non-taxable gain associated with the divestiture of Atmus for the six months ended June 30, 2024. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
Net income attributable to Cummins Inc. was $890 million, or $6.43 per diluted share, on sales of $8.6 billion for the three months ended June 30, 2025, versus the comparable prior year period net income attributable to Cummins Inc. of $726 million, or $5.26 per diluted share, on sales of $8.8 billion. The increases in net income attributable to Cummins Inc. and earnings per diluted share were driven by the strong growth in power generation markets, especially data center and commercial markets, favorable non-tariff pricing mainly related to the launch of updated engine products in light-duty markets and lower compensation expenses, partially offset by lower demand in on-highway truck markets.
Net income attributable to Cummins Inc. was $1.7 billion, or $12.38 per diluted share, on sales of $16.8 billion for the six months ended June 30, 2025, versus the comparable prior year period net income attributable to Cummins Inc. of $2.7 billion, or $19.42 per diluted share, on sales of $17.2 billion. The decreases in net income attributable to Cummins Inc. and earnings per diluted share were driven by the absence of the $1.3 billion gain recognized on the divestiture of Atmus in the first quarter of 2024 and lower demand in on-highway truck markets, partially offset by the strong growth in power generation markets, especially data center and commercial markets, favorable non-tariff pricing mainly related to the launch of updated engine products in light-duty markets and lower compensation expenses. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
The table below presents our consolidated net sales by geographic area based on the location of the customer:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
United States and Canada
$
5,189
$
5,501
$
(312)
(6)
%
$
10,243
$
10,612
$
(369)
(3)
%
International
3,454
3,295
159
5
%
6,574
6,587
(13)
—
%
Total net sales
$
8,643
$
8,796
$
(153)
(2)
%
$
16,817
$
17,199
$
(382)
(2)
%
Worldwide revenues decreased by 2 percent in the three months ended June 30, 2025, compared to the same period in 2024, primarily due to the weaker demand in on-highway truck markets, partially offset by higher demand in power generation markets, especially data center and commercial markets. Net sales in the U.S. and Canada declined 6 percent primarily due to the lower demand in heavy-duty and medium-duty markets, partially offset by higher sales in power generation markets. International sales (excludes the U.S. and Canada) improved 5 percent primarily due to higher sales in Europe and China, partially offset by lower sales in Asia Pacific. The increase in international sales was primarily due to higher power generation demand, partially offset by lower demand in on-highway markets.
Worldwide revenues decreased by 2 percent in the six months ended June 30, 2025, compared to the same period in 2024, mainly due to weaker demand in on-highway truck markets and the divestiture of Atmus, partially offset by higher demand in power generation markets, especially data center and commercial markets. Net sales in the U.S. and Canada declined 3 percent mainly due to lower demand in on-highway truck markets and the divestiture of Atmus in the first quarter of 2024, partially offset by higher sales in power generation markets. International sales (excludes the U.S. and Canada) remained flat primarily due to lower sales in Latin America, offset by higher sales in China. Weaker demand in on-highway truck markets and the divestiture of Atmus were offset by higher power generation demand. Unfavorable foreign currency fluctuations impacted international sales by 2 percent (primarily the Brazilian real and Indian rupee). See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
The following tables contain sales and EBITDA (defined as earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests) by reportable segment for the three and six months ended June 30, 2025 and 2024. See NOTE 15, "REPORTABLE SEGMENTS," to our Condensed Consolidated Financial Statements for additional information and a reconciliation of our segment information to the corresponding amounts in our Condensed Consolidated Statements of Net Income.
(1)Intersegment eliminations and total EBITDA included a $1.3 billion gain related to the divestiture of Atmus and total EBITDA included $35 million of costs associated with the divestiture of Atmus for the six months ended June 30, 2024. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
2025 Highlights
We generated $782 million in cash from operations for the six months ended June 30, 2025, compared to using $575 million for the comparable period in 2024. See 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 30, 2025, was 38.7 percent, compared to 38.4 percent at December 31, 2024. The increase was primarily due to higher debt balances at June 30, 2025, partially offset by increased equity balances from strong earnings since December 31, 2024. At June 30, 2025, we had $3.1 billion in cash and marketable securities on hand and access to our $4.0 billion credit facilities (net of $353 million of commercial paper outstanding), if necessary, to meet working capital, investment, acquisition and funding needs.
In July 2025, the Board of Directors (Board) authorized an increase to our quarterly dividend of approximately 10 percent from $1.82 per share to $2.00 per share.
On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, enacting significant changes to U.S. federal income tax rules affecting corporations, such as the ability to immediately deduct domestic research and development costs, restoration of elective 100 percent bonus depreciation for qualified property and changes related to the international tax provisions. We are currently assessing the impact to our consolidated financial statements.
On June 2, 2025, we entered into an amended and restated 5-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2030. The credit agreement amended and restated the prior $2.0 billion 5-year credit agreement that would have matured on June 3, 2029.
On June 2, 2025, we entered into a new 3-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2028. The credit agreement replaced the prior $2.0 billion 364-day credit facility that matured on June 2, 2025.
On May 9, 2025, we issued $2.0 billion aggregate principal amount of senior unsecured notes consisting of $300 million aggregate principal amount of 4.25 percent senior unsecured notes due in 2028, $700 million aggregate principal amount of 4.70 percent senior unsecured notes due in 2031 and $1.0 billion aggregate principal amount of 5.30 percent senior unsecured notes due in 2035. Net of the discount and underwriter fees, we received net proceeds of $1.99 billion. See NOTE 9, "DEBT," to our Condensed Consolidated Financial Statements for additional information.
In the first six months of 2025, we entered into a series of interest rate lock agreements including 5-year and 10-year locks, with notional amounts totaling $200 million and $500 million, respectively, to reduce variability of cash flows of interest payments on debt forecasted to be issued in 2025 to replace our senior notes at maturity and for other general purposes. In the second quarter of 2025, with the issuance of senior unsecured notes, we settled all $700 million of interest rate lock agreements. The immaterial net losses from settlement will be amortized over the remaining term of the related debt. See NOTE 13, "DERIVATIVES," to our Condensed Consolidated Financial Statements for additional information.
In the first quarter of 2025, we settled the remaining $350 million of interest rate swaps, at their expiration date, on our debt due in 2025. See NOTE 13, "DERIVATIVES," to our Condensed Consolidated Financial Statements for additional information.
In the first six months of 2025, the investment gain on our U.S. pension trusts was 4.6 percent, while our U.K. pension trusts' loss was 0.8 percent. We anticipate making additional defined benefit pension contributions during the remainder of 2025 of $22 million for our U.S. and U.K. qualified and non-qualified pension plans. We expect our 2025 annual net periodic pension cost to approximate $79 million.
As of the date of this filing, our credit ratings and outlooks from the credit rating agencies remain unchanged.
RESULTS OF OPERATIONS
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions, except per share amounts
2025
2024
Amount
Percent
2025
2024
Amount
Percent
NET SALES
$
8,643
$
8,796
$
(153)
(2)
%
$
16,817
$
17,199
$
(382)
(2)
%
Cost of sales
6,362
6,603
241
4
%
12,381
12,965
584
5
%
GROSS MARGIN
2,281
2,193
88
4
%
4,436
4,234
202
5
%
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses
779
828
49
6
%
1,550
1,667
117
7
%
Research, development and engineering expenses
357
379
22
6
%
701
748
47
6
%
Equity, royalty and interest income from investees
118
103
15
15
%
249
226
23
10
%
Other operating expense, net
37
44
7
16
%
74
77
3
4
%
OPERATING INCOME
1,226
1,045
181
17
%
2,360
1,968
392
20
%
Interest expense
87
109
22
20
%
164
198
34
17
%
Other income, net
86
41
45
NM
146
1,428
(1,282)
(90)
%
INCOME BEFORE INCOME TAXES
1,225
977
248
25
%
2,342
3,198
(856)
(27)
%
Income tax expense
297
225
(72)
(32)
%
564
418
(146)
(35)
%
CONSOLIDATED NET INCOME
928
752
176
23
%
1,778
2,780
(1,002)
(36)
%
Less: Net income attributable to noncontrolling interests
38
26
(12)
(46)
%
64
61
(3)
(5)
%
NET INCOME ATTRIBUTABLE TO CUMMINS INC.
$
890
$
726
$
164
23
%
$
1,714
$
2,719
$
(1,005)
(37)
%
Diluted Earnings Per Common Share Attributable to Cummins Inc.
$
6.43
$
5.26
$
1.17
22
%
$
12.38
$
19.42
$
(7.04)
(36)
%
"NM" - not meaningful information
Three months ended
Favorable/ (Unfavorable)
Six months ended
Favorable/ (Unfavorable)
June 30,
June 30,
Percent of sales
2025
2024
Percentage Points
2025
2024
Percentage Points
Gross margin
26.4
%
24.9
%
1.5
26.4
%
24.6
%
1.8
Selling, general and administrative expenses
9.0
%
9.4
%
0.4
9.2
%
9.7
%
0.5
Research, development and engineering expenses
4.1
%
4.3
%
0.2
4.2
%
4.3
%
0.1
Net Sales
Net sales for the three months ended June 30, 2025, decreased by $153 millionversus the comparable period in 2024. The primary drivers were as follows:
•Components segment sales decreased 9 percent mainly due to lower drivetrain and braking systems demand in North America and lower sales in India due to changes in our business model.
•Engine segment sales decreased 8 percent largely due to lower demand in North American heavy-duty truck markets.
These decreases were partially offset by the following:
•Power Systems segment sales increased 19 percent primarily due to higher demand in power generation markets, especially in North America and China.
•Distribution segment sales increased 7 percent principally due to higher demand in power generation markets, especially in North America.
Net sales for the six months ended June 30, 2025, decreased $382 millionversus the comparable period in 2024. The primary drivers were as follows:
•Components segment sales decreased 15 percent mainly due to the divestiture of Atmus on March 18, 2024, and lower drivetrain and braking systems demand in North America and lower sales in India due to changes in our business model. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
•Engine segment sales decreased 7 percent largely due to lower demand in North American heavy-duty truck markets.
•Unfavorable foreign currency fluctuations of 1 percent of total sales, primarily in the Brazilian real and Indian rupee
These decreases were partially offset by the following:
•Distribution segment sales increased 11 percent principally due to higher demand in power generation markets, especially in North America.
•Power Systems segment sales increased 19 percent primarily due to higher demand in power generation markets, especially in North America and China.
Sales to international markets (excludes the U.S. and Canada), based on location of customers, for the three and six months ended June 30, 2025, were 40 percent and 39 percent of total net sales compared with 37 percent and 38 percent of total net sales for the comparable periods in 2024. A more detailed discussion of sales by segment is presented in the “REPORTABLE 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; compensation and related expenses, including variable compensation, salaries and fringe 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; freight costs; engineering support costs; repairs and maintenance; production and warehousing facility property insurance and rent for production facilities and other production overhead.
Gross Margin
Gross margin increased $88 million for the three months ended June 30, 2025, and increased 1.5 points as a percentage of net sales versus the comparable period in 2024. The increases in gross margin and gross margin as a percentage of sales were primarily due to favorable non-tariff related pricing mainly due to the launch of updated engine products in light-duty markets, partially offset by lower volumes. The net impact of tariff costs and related recoveries was immaterial for the three month period ended June 30, 2025.
Gross margin increased $202 million for the six months ended June 30, 2025, and increased 1.8 points as a percentage of sales versus the comparable period in 2024. The increases in gross margin and gross margin as a percentage of sales were primarily due to favorable non-tariff related pricing mainly due to the launch of updated engine products in light-duty markets, partially offset by lower volumes and the absence of Atmus sales. The net impact of tariff costs and related recoveries was immaterial for the six month period ended June 30, 2025. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
The provision for base warranties issued as a percentage of sales for the three and six months ended June 30, 2025, was 1.9 percent and 1.9 percent, respectively, compared to 1.9 percent and 1.9 percent for the comparable periods in 2024.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $49 million and $117 million and decreased 0.4 and 0.5 points as a percentage of net sales, respectively, for the three and six months ended June 30, 2025, versus the comparable periods in 2024. The decreases were mainly due to lower compensation expenses. Compensation and related expenses included salaries, fringe benefits and variable compensation.
Research, Development and Engineering Expenses
Research, development and engineering expenses decreased $22 million and $47 million and decreased 0.2 and 0.1 points as a percentage of net sales, respectively, for the three and six months ended June 30, 2025, versus the comparable periods in 2024. The decreases were mainly due to lower compensation expenses. Compensation and related expenses included salaries, fringe benefits and variable compensation.
Research activities continue to focus on development of new products and improvements of current technologies 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 electrified power systems with innovative components and systems including battery and electric power technologies and hydrogen production technologies.
Equity, Royalty and Interest Income from Investees
Equity, royalty and interest income from investees increased $15 million for the three months ended June 30, 2025, versus the comparable period in 2024, primarily due to the absence of a joint venture consolidated in the first quarter of 2025 with prior year losses.
Equity, royalty and interest income from investees increased $23 million for the six months ended June 30, 2025, versus the comparable period in 2024, mainly due to the absence of a joint venture consolidated in the first quarter of 2025 with prior year losses, higher royalty and interest income from investees and increased earnings at Chongqing Cummins Engine Co., Ltd. and Beijing Foton Cummins Engine Co., Ltd., partially offset by lower earnings at Sistemas Automotrices de Mexico S.A. de C.V., the absence of joint venture earnings from the divestiture of Atmus and higher start-up costs from Amplify Cell Technologies LLC. See NOTE 4, "EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES," and NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
Other Operating Expense, Net
Other operating expense, net was as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Amortization of intangible assets
$
(33)
$
(33)
$
(65)
$
(65)
Other, net
(4)
(11)
(9)
(12)
Total other operating expense, net
$
(37)
$
(44)
$
(74)
$
(77)
Interest Expense
Interest expense was $87 million and $164 million for the three and six months ended June 30, 2025, versus $109 million and $198 million for the comparable periods in 2024. Interest expense decreased $22 million and $34 million, respectively, primarily due to lower weighted-average interest rates, partially offset by higher debt balances.
Other Income, Net
Other income, net was as follows:
Three months ended
Six months ended
June 30,
June 30,
In millions
2025
2024
2025
2024
Interest income
$
30
$
30
$
56
$
59
Non-service pension and OPEB income
17
22
34
52
Foreign currency gain (loss), net
16
(12)
11
(23)
Gain (loss) on corporate owned life insurance
11
(2)
21
—
Gain on sale of marketable securities, net
7
—
11
4
Gain related to divestiture of Atmus (1)
—
—
—
1,333
Other, net
5
3
13
3
Total other income, net
$
86
$
41
$
146
$
1,428
(1) See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
Our effective tax rate for 2025 is expected to approximate 24.5 percent, excluding any discrete items that may arise and potential adjustments for the "One Big Beautiful Bill Act" signed into law on July 4, 2025.
Our effective tax rates for the three and six months ended June 30, 2025, were 24.2 percent and 24.1 percent, respectively. Our effective tax rates for the three and six months ended June 30, 2024, were 23.0 percent and 13.1 percent, respectively.
The three months ended June 30, 2025, contained net favorable discrete tax items of $3 million primarily due to $4 million of favorable adjustments for uncertain tax positions, partially offset by $1 million of other unfavorable tax items.
The six months ended June 30, 2025, contained net favorable discrete tax items of $10 million primarily due to $8 million of favorable adjustments for share-based compensation tax benefits and $5 million of favorable adjustments for uncertain tax positions, partially offset by $3 million of other unfavorable tax items.
The three months ended June 30, 2024, contained favorable discrete tax items of $9 million primarily due to share-based compensation tax benefits.
The six months ended June 30, 2024, contained favorable discrete tax items primarily due to the $1.3 billion non-taxable gain on the Atmus split-off. Other discrete tax items were $30 million favorable primarily due to adjustments related to audit settlements and share-based compensation tax benefits.
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 30, 2025, increased $12 million and $3 million versus the comparable periods in 2024. The increase for the three months ended June 30, 2025, was primarily due to higher earnings at Cummins India Limited. The increase for the six months ended June 30, 2025, was mainly due to higher earnings at Eaton Cummins Joint Venture and Cummins India Limited, partially offset by the divestiture of Atmus and losses from a former joint venture consolidated in the first quarter of 2025.
Comprehensive Income - Foreign Currency Translation Adjustment
The foreign currency translation adjustment was a net gain of $197 million and $314 million, for the three and six months ended June 30, 2025, respectively, compared to a net loss of $83 million and $143 million, for the three and six months ended June 30, 2024, respectively, driven by the following:
Three months ended
June 30,
2025
2024
In millions
Translation adjustment
Primary currency driver vs. U.S. dollar
Translation adjustment
Primary currency driver vs. U.S. dollar
Wholly-owned subsidiaries
$
180
Euro, British pound and Brazilian real
$
(69)
Brazilian real and Chinese renminbi
Equity method investments
15
Chinese renminbi
(12)
Chinese renminbi and Brazilian real
Consolidated subsidiaries with a noncontrolling interest
2
Euro
(2)
Indian rupee
Total
$
197
$
(83)
Six months ended
June 30,
2025
2024
In millions
Translation adjustment
Primary currency driver vs. U.S. dollar
Translation adjustment
Primary currency driver vs. U.S. dollar
Wholly-owned subsidiaries
$
290
Euro, British pound and Brazilian real
$
(123)
Brazilian real and Chinese renminbi
Equity method investments
20
Chinese renminbi
(15)
Chinese renminbi, partially offset by Indian rupee
Consolidated subsidiaries with a noncontrolling interest
Our reportable segments consist of the Engine, Components, Distribution, Power Systems and Accelera segments. This reporting structure is organized according to the products and markets each segment serves. We use segment EBITDA as the basis for the Chief Operating Decision Maker to evaluate the performance of each of our reportable 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, "REPORTABLE SEGMENTS," to our Condensed Consolidated Financial Statements for additional information and a reconciliation of our segment information to the corresponding amounts in our Condensed Consolidated Statements of Net Income.
Tariff related costs were evaluated independently of all other drivers included in the disclosures below and all references to "price" and "material cost" variances exclude these separately evaluated tariff costs. The net impact of tariff costs and related recoveries were immaterial to each reportable segment's EBITDA.
Following is a discussion of results for each of our reportable segments.
Engine Segment Results
Financial data for the Engine segment was as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
External sales
$
2,162
$
2,468
$
(306)
(12)
%
$
4,202
$
4,708
$
(506)
(11)
%
Intersegment sales
737
683
54
8
%
1,468
1,371
97
7
%
Total sales
2,899
3,151
(252)
(8)
%
5,670
6,079
(409)
(7)
%
Research, development and engineering expenses
151
167
16
10
%
306
321
15
5
%
Equity, royalty and interest income from investees
60
48
12
25
%
133
105
28
27
%
Interest income
8
7
1
14
%
18
14
4
29
%
Segment EBITDA
400
445
(45)
(10)
%
858
859
(1)
—
%
Percentage Points
Percentage Points
Segment EBITDA as a percentage of total sales
13.8
%
14.1
%
(0.3)
15.1
%
14.1
%
1.0
Sales for our Engine segment by market were as follows:
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 30,
(Unfavorable)
June 30,
(Unfavorable)
2025
2024
Amount
Percent
2025
2024
Amount
Percent
Heavy-duty
29,600
37,500
(7,900)
(21)
%
56,300
71,100
(14,800)
(21)
%
Medium-duty
73,400
79,600
(6,200)
(8)
%
148,600
155,400
(6,800)
(4)
%
Light-duty
44,000
57,200
(13,200)
(23)
%
83,100
112,000
(28,900)
(26)
%
Total unit shipments (1)
147,000
174,300
(27,300)
(16)
%
288,000
338,500
(50,500)
(15)
%
(1)Unit shipments exclude aftermarket parts.
Sales
Engine segment sales for the three months ended June 30, 2025, decreased $252 million versus the comparable period in 2024. The following were the primary drivers by market:
•Heavy-duty truck sales decreased $208 million mainly due to weaker demand, especially in North America with shipments down 26 percent.
•Medium-duty truck and bus sales decreased $124 million primarily due to lower truck demand, especially in North America with shipments down 30 percent.
Engine segment sales for the six months ended June 30, 2025, decreased $409 million versus the comparable period in 2024. The following were the primary drivers by market:
•Heavy-duty truck sales decreased $346 million principally due to lower demand, especially in North America with shipments down 25 percent.
•Medium-duty truck and bus sales decreased $133 million primarily due to lower truck demand, especially in North America with shipments down 20 percent.
Segment EBITDA
Engine segment EBITDA for the three months ended June 30, 2025, decreased $45 million versus the comparable period in 2024, primarily due to lower volumes and unfavorable material costs, partially offset by favorable pricing. Unfavorable material costs and favorable pricing were primarily related to the launch of updated products in light-duty markets.
Engine segment EBITDA for the six months ended June 30, 2025, decreased $1 million versus the comparable period in 2024, due to lower volumes, primarily offset by favorable pricing related to the launch of updated products in light-duty markets.
Financial data for the Components segment was as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
External sales
$
2,295
$
2,518
$
(223)
(9)
%
$
4,565
$
5,360
$
(795)
(15)
%
Intersegment sales
410
464
(54)
(12)
%
810
954
(144)
(15)
%
Total sales
2,705
2,982
(277)
(9)
%
5,375
6,314
(939)
(15)
%
Research, development and engineering expenses
77
81
4
5
%
152
165
13
8
%
Equity, royalty and interest income from investees
10
13
(3)
(23)
%
17
39
(22)
(56)
%
Interest income
10
9
1
11
%
17
17
—
—
%
Segment EBITDA
397
406
(9)
(2)
%
779
879
(1)
(100)
(11)
%
Percentage Points
Percentage Points
Segment EBITDA as a percentage of total sales
14.7
%
13.6
%
1.1
14.5
%
13.9
%
0.6
(1) Included $21 million of costs associated with the divestiture of Atmus for the six months ended June 30, 2024. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
Sales for our Components segment by business were as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
Drivetrain and braking systems
$
1,095
$
1,256
$
(161)
(13)
%
$
2,151
$
2,488
$
(337)
(14)
%
Emission solutions
900
941
(41)
(4)
%
1,802
1,912
(110)
(6)
%
Components and software
587
623
(36)
(6)
%
1,182
1,234
(52)
(4)
%
Automated transmissions
123
162
(39)
(24)
%
240
327
(87)
(27)
%
Atmus
—
—
—
—
%
—
353
(1)
(353)
(100)
%
Total sales
$
2,705
$
2,982
$
(277)
(9)
%
$
5,375
$
6,314
$
(939)
(15)
%
(1) Included sales through the March 18, 2024, divestiture. See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.
Sales
Components segment sales for the three months ended June 30, 2025, decreased $277 million versus the comparable period in 2024. The following were the primary drivers by business:
•Drivetrain and braking systems sales decreased $161 million primarily due to lower demand in North America and lower sales in India due to changes in our business model.
•Emission solutions sales decreased $41 million mainly due to lower demand in North America.
Components segment sales for the six months ended June 30, 2025, decreased $939 million versus the comparable period in 2024. The following were the primary drivers by business:
•Sales decreased $353 million due to the Atmus divestiture on March 18, 2024.
•Drivetrain and braking systems sales decreased $337 million primarily due to lower demand in North America and lower sales in India due to changes in our business model.
Segment EBITDA
Components segment EBITDA for the three months ended June 30, 2025, decreased $9 million versus the comparable period in 2024, mainly due to lower volumes and unfavorable foreign currency fluctuations (primarily in the Mexican peso and the Brazilian real), partially offset by favorable product coverage costs, decreased compensation expenses, lower material costs and favorable pricing.
Components segment EBITDA for the six months ended June 30, 2025, decreased $100 million versus the comparable period in 2024, primarily due to lower volumes and the divestiture of Atmus, partially offset by favorable product coverage costs, decreased compensation expenses and lower material costs.
Distribution Segment Results
Financial data for the Distribution segment was as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
External sales
$
3,034
$
2,821
$
213
8
%
$
5,936
$
5,350
$
586
11
%
Intersegment sales
7
8
(1)
(13)
%
12
14
(2)
(14)
%
Total sales
3,041
2,829
212
7
%
5,948
5,364
584
11
%
Research, development and engineering expenses
14
14
—
—
%
28
28
—
—
%
Equity, royalty and interest income from investees
26
24
2
8
%
54
48
6
13
%
Interest income
7
11
(4)
(36)
%
12
22
(10)
(45)
%
Segment EBITDA
445
314
131
42
%
821
608
213
35
%
Percentage Points
Percentage Points
Segment EBITDA as a percentage of total sales
14.6
%
11.1
%
3.5
13.8
%
11.3
%
2.5
Sales for our Distribution segment by region were as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
North America
$
2,077
$
1,901
$
176
9
%
$
4,177
$
3,624
$
553
15
%
Europe
325
285
40
14
%
595
525
70
13
%
Asia Pacific
280
310
(30)
(10)
%
520
595
(75)
(13)
%
China
125
130
(5)
(4)
%
239
232
7
3
%
India
91
79
12
15
%
165
150
15
10
%
Latin America
83
64
19
30
%
133
124
9
7
%
Africa and Middle East
60
60
—
—
%
119
114
5
4
%
Total sales
$
3,041
$
2,829
$
212
7
%
$
5,948
$
5,364
$
584
11
%
Sales for our Distribution segment by product line were as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
Power generation
$
1,200
$
954
$
246
26
%
$
2,290
$
1,661
$
629
38
%
Parts
1,015
990
25
3
%
2,046
1,991
55
3
%
Service
439
448
(9)
(2)
%
855
854
1
—
%
Engines
387
437
(50)
(11)
%
757
858
(101)
(12)
%
Total sales
$
3,041
$
2,829
$
212
7
%
$
5,948
$
5,364
$
584
11
%
Sales
Distribution segment sales for the three and six months ended June 30, 2025, increased $212 million and $584 million, respectively, versus the comparable periods in 2024. These increases were primarily due to an increase in North American sales mainly driven by higher demand in power generation markets, especially data center and commercial markets.
Distribution segment EBITDA for the three months ended June 30, 2025, increased $131 million versus the comparable period in 2024, primarily due to increased power generation volumes in North America, favorable mix, decreased compensation expenses, lower material costs and favorable foreign currency fluctuations (primarily in the Euro).
Distribution segment EBITDA for the six months ended June 30, 2025, increased $213 million versus the comparable period in 2024, primarily due to increased power generation volumes in North America, favorable pricing, decreased compensation expenses and lower material costs.
Power Systems Segment Results
Financial data for the Power Systems segment was as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
External sales
$
1,054
$
888
$
166
19
%
$
1,926
$
1,596
$
330
21
%
Intersegment sales
835
701
134
19
%
1,612
1,382
230
17
%
Total sales
1,889
1,589
300
19
%
3,538
2,978
560
19
%
Research, development and engineering expenses
69
63
(6)
(10)
%
126
123
(3)
(2)
%
Equity, royalty and interest income from investees
27
26
1
4
%
56
45
11
24
%
Interest income
4
3
1
33
%
8
6
2
33
%
Segment EBITDA
430
301
129
43
%
819
538
281
52
%
Percentage Points
Percentage Points
Segment EBITDA as a percentage of total sales
22.8
%
18.9
%
3.9
23.1
%
18.1
%
5.0
Sales for our Power Systems segment by product line were as follows:
Power Systems segment sales for the three months ended June 30, 2025, increased $300 million versus the comparable period in 2024. The increase was primarily due to increased power generation sales of $218 million mainly due to higher demand in North America and China.
Power Systems segment sales for the six months ended June 30, 2025, increased $560 million versus the comparable period in 2024. The following were the primary drivers by product line:
•Power generation sales increased $366 million mainly due to higher demand in North America and China.
•Industrial sales increased $106 million primarily due to stronger demand in global mining markets (including higher aftermarket sales) and higher demand in rail markets (including higher aftermarket sales), especially in India.
Segment EBITDA
Power Systems segment EBITDA for the three months ended June 30, 2025, increased $129 million versus the comparable period in 2024, mainly due to favorable pricing and higher volumes, partially offset by unfavorable mix.
Power Systems segment EBITDA for the six months ended June 30, 2025, increased $281 million versus the comparable period in 2024, mainly due to higher volumes and favorable pricing.
Accelera Segment Results
Financial data for the Accelera segment was as follows:
Three months ended
Favorable/
Six months ended
Favorable/
June 30,
(Unfavorable)
June 30,
(Unfavorable)
In millions
2025
2024
Amount
Percent
2025
2024
Amount
Percent
External sales
$
98
$
101
$
(3)
(3)
%
$
188
$
185
$
3
2
%
Intersegment sales
7
10
(3)
(30)
%
20
19
1
5
%
Total sales
105
111
(6)
(5)
%
208
204
4
2
%
Research, development and engineering expenses
46
54
8
15
%
89
109
20
18
%
Equity, royalty and interest loss from investees
(5)
(8)
3
38
%
(11)
(11)
—
—
%
Interest income
1
—
1
NM
1
—
1
NM
Segment EBITDA
(100)
(117)
17
15
%
(186)
(218)
32
15
%
"NM" - not meaningful information
Accelera segment sales for the three months ended June 30, 2025, decreased $6 million versus the comparable period in 2024, mainly due to lower sales for electrolyzers, partially offset by improved sales of electrified powertrains.
Accelera segment sales for the six months ended June 30, 2025, increased $4 million versus the comparable period in 2024, primarily due to improved sales of electrified powertrains, partially offset by lower sales for electrolyzers.
The uncertain tariff environment has created significant market volatility while introducing uncertainty around future demand for capital goods as well as potential impacts to our supply chain and our related product costs. Given the breadth, severity and uncertainty about the duration of global tariffs, our outlook presented below could be negatively impacted by tariff related volatility. We are proactively taking steps in our supply chain to mitigate impacts where possible and we are working with our customers to pass through incremental costs.
2025 OUTLOOK
Our outlook reflects the following positive trends and challenges to our business that could impact our revenue and earnings potential in 2025.
Positive Trends
•We expect demand within our Power Systems business to remain strong, including the power generation and industrial markets.
•We anticipate demand in our aftermarket business will remain stable, driven primarily by demand in our Engine and Power Systems businesses.
Challenges
•We expect demand for medium-duty and heavy-duty trucks in North America to decline in the second half of 2025.
•Increases in costs, tariffs, as well as other inflationary pressures, could negatively impact earnings.
•The potential for trade disruption, including embargoes, sanctions and export controls could negatively impact earnings.
•Due to the current regulatory environment, there is uncertainty regarding North American emissions regulation for 2027.
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 30, 2025
December 31, 2024
Working capital (1)
$
6,618
$
3,518
Current ratio
1.64
1.31
Accounts and notes receivable, net
$
5,874
$
5,181
Days' sales in receivables
60
58
Inventories
$
6,287
$
5,742
Inventory turnover
4.0
4.4
Accounts payable (principally trade)
$
4,151
$
3,951
Days' payable outstanding
59
60
Total debt
$
8,111
$
7,059
Total debt as a percent of total capital
38.7
%
38.4
%
(1) Working capital included cash and cash equivalents.
Cash and cash equivalents were impacted as follows:
Six months ended
June 30,
In millions
2025
2024
Change
Net cash provided by (used in) operating activities
$
782
$
(575)
$
1,357
Net cash used in investing activities
(615)
(806)
191
Net cash provided by financing activities
424
807
(383)
Effect of exchange rate changes on cash and cash equivalents
57
(15)
72
Net increase (decrease) in cash and cash equivalents
$
648
$
(589)
$
1,237
Net cash provided by operating activities increased $1.4 billion for the six months ended June 30, 2025, versus the comparable period in 2024, primarily due to lower working capital requirements of $1.2 billion. The lower working capital requirements resulted in a cash outflow of $1.3 billion compared to a cash outflow of $2.5 billion in the comparable period of 2024, mainly due to $1.9 billion of payments in 2024 required by the Settlement Agreements, partially offset by unfavorable changes in accounts and notes receivable.
Net cash used in investing activities decreased $191 million for the six months ended June 30, 2025, versus the comparable period in 2024, primarily due to the absence of cash associated with the Atmus divestiture.
Net cash provided by financing activities decreased $383 million for the six months ended June 30, 2025, versus the comparable period in 2024, primarily due to increased net payments of commercial paper of $991 million and lower proceeds from borrowings of $336 million, partially offset by lower payments on borrowings and finance lease obligations of $1.0 billion (largely related to early payments of $1.1 billion on our term loan, due 2025, in the prior year).
The effect of exchange rate changes on cash and cash equivalents for the six months ended June 30, 2025, versus the comparable period in 2024, changed $72 million primarily due to favorable fluctuations in the British pound, Chinese renminbi and Euro.
Sources of Liquidity
We typically generate significant ongoing cash flow and cash provided by operations is generally our principal source of liquidity. Our sources of liquidity include the following:
June 30, 2025
In millions
Total
U.S.
International
Primary location of international balances
Cash and cash equivalents
$
2,319
$
1,218
$
1,101
Singapore, China, Australia, United Kingdom, Mexico, Belgium
Marketable securities (1)
755
77
678
India
Total
$
3,074
$
1,295
$
1,779
Available credit capacity
Revolving credit facilities (2)
$
3,647
International and other uncommitted domestic credit facilities
$
725
(1) The majority of marketable securities could be liquidated into cash within a few days.
(2) The 5-year credit facility for $2.0 billion and the 3-year credit facility for $2.0 billion, maturing June 2030 and June 2028, respectively, are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. At June 30, 2025, we had $353 million of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to $3.6 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.
If we distribute our foreign cash balances to the U.S. or to other foreign subsidiaries, we could be required to accrue and pay withholding taxes, for example, if we repatriated cash from certain foreign subsidiaries whose earnings we asserted are completely or partially permanently reinvested. Foreign earnings for which we assert permanent reinvestment outside the U.S. consist primarily of earnings of our China, India, Canada (including underlying subsidiaries) and Netherlands domiciled subsidiaries. At present, we do not foresee a need to repatriate any earnings for which we assert permanent reinvestment. However, to help fund cash needs of the U.S. or other international subsidiaries as they arise, we repatriate available cash from certain foreign subsidiaries whose earnings are not completely permanently reinvested when cost effective to do so.
Debt Facilities and Other Sources of Liquidity
On June 2, 2025, we entered into an amended and restated 5-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2030. The credit agreement amended and restated the prior $2.0 billion 5-year credit agreement that would have matured on June 3, 2029.
On June 2, 2025, we entered into a new 3-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 2, 2028. The credit agreement replaced the prior $2.0 billion 364-day credit facility that matured on June 2, 2025.
Our committed credit facilities provide access up to $4.0 billion from our $2.0 billion 3-year credit facility that expires on June 2, 2028 and our $2.0 billion 5-year facility that expires on June 2, 2030. These revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. We intend to maintain credit facilities at the current or higher aggregate amounts by renewing or replacing these facilities at or before expiration. There were no outstanding borrowings under these facilities at June 30, 2025.
Our committed credit facilities also provide access up to $4.0 billion of unsecured, short-term promissory notes (commercial paper) pursuant to the Board authorized commercial paper programs. These 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 facilities and commercial paper programs should not exceed $4.0 billion. At June 30, 2025, we had $353 million of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to $3.6 billion. See NOTE 9, "DEBT," to our Condensed Consolidated Financial Statements for additional information.
As a well-known seasoned issuer, we filed an automatic shelf registration for an undetermined amount of debt and equity securities with the Securities and Exchange Commission on February 13, 2025. Under this shelf registration we may offer, from time-to-time, debt securities, common stock, preferred and preference stock, depositary shares, warrants, stock purchase contracts and stock purchase units.
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 original due date, which generally have 60 to 90 day payment terms. The maximum amount that we could have outstanding under these programs was $558 million at June 30, 2025. We do not reimburse vendors for any costs they incur for participation in the program, their participation is completely voluntary and there are no assets pledged as security or other forms of guarantees provided for the committed payment to the finance provider or intermediary. As a result, all amounts owed to the financial intermediaries are presented as accounts payable in our Condensed Consolidated Balance Sheets. Amounts due to the financial intermediaries reflected in accounts payable at June 30, 2025, were $153 million.
Accounts Receivable Sales Program
In May 2024, we entered into an accounts receivable sales agreement with Wells Fargo Bank, N.A., to sell certain accounts receivable up to the Board approved limit of $500 million. There was no activity under the program during the six months ended June 30, 2025 and June 30, 2024. See NOTE 1, "NATURE OF OPERATIONS AND BASIS OF PRESENTATION," to our Condensed Consolidated Financial Statements for additional information.
Uses of Cash
Dividends
We paid dividends of $502 million during the six months ended June 30, 2025. In July 2025, the Board authorized an increase to our quarterly dividend of approximately 10 percent from $1.82 per share to $2.00 per share.
Capital expenditures for the six months ended June 30, 2025, were $393 million versus $409 million in the comparable period in 2024. We continue to invest in new product lines and targeted capacity expansions. We plan to spend an estimated $1.4 billion to $1.5 billion in 2025 on capital expenditures with over 65 percent of these expenditures expected to be invested in North America.
Current Maturities of Short and Long-Term Debt
We had $353 million of commercial paper outstanding at June 30, 2025, that matures in less than one year. The maturity schedule of our existing long-term debt includes $500 million of cash outflows in 2025 when our 0.75 percent senior notes are due. Required annual long-term debt principal payments range from $82 million to $595 million over the next five years (including the remainder of 2025). We intend to retain our strong investment credit ratings. See NOTE 9, "DEBT," to our Condensed Consolidated Financial Statements for additional information.
Pensions
Our global pension plans, including our unfunded and non-qualified plans, were 115 percent funded at December 31, 2024. Our U.S. defined benefit plans (qualified and non-qualified), which represented approximately 70 percent of the worldwide pension obligation, were 117 percent funded, and our U.K. defined benefit plans were 109 percent funded at December 31, 2024. 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 2025, the investment gain on our U.S. pension trusts was 4.6 percent, while our U.K. pension trusts' loss was 0.8 percent. We anticipate making additional defined benefit pension contributions during the remainder of 2025 of $22 million for our U.S. and U.K. qualified and non-qualified pension 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 2025 annual net periodic pension cost to approximate $79 million.
Stock Repurchases
In December 2021, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the $2.0 billion repurchase plan authorized in 2019. We did not make any repurchases of common stock in the first six months of 2025. The dollar value remaining available for future purchases under the 2019 program at June 30, 2025, was $218 million.
Amplify Cell Technologies LLC Joint Venture
As of June 30, 2025, we contributed $255 million to our Amplify Cell Technologies LLC joint venture and our maximum remaining required contribution was $551 million, which could be reduced by future government incentives received by the joint venture. The majority of the contribution is expected to be made by the end of 2028. See NOTE 4, "EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES," to our Condensed Consolidated Financial Statements for additional information.
Credit Ratings
Our rating 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
A1
Stable
Moody’s Investors Service, Inc.
A2
P1
Stable
(1) Credit ratings are not recommendations to buy, are subject to change, and each rating should be evaluated independently of any other rating. In addition, we undertake no obligation to update disclosures concerning our credit ratings, whether as a result of new information, future events or otherwise.
Management's Assessment of Liquidity
Our financial condition and liquidity remain strong. Our solid balance sheet and credit ratings enable us to have ready access to credit and the capital markets. We assess our liquidity in terms of our ability to generate adequate cash to fund our operating, investing and financing activities in combination with access to our revolving credit facilities and commercial paper programs as noted above. We believe our access to the capital markets, our existing cash and marketable securities, operating cash flow and revolving credit facilities provide us with the financial flexibility needed to fund targeted capital expenditures, dividend payments, debt service obligations, projected pension obligations, common stock repurchases, joint venture contributions and acquisitions through 2025 and beyond.
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 the Board. Our critical accounting estimates disclosed in the Form 10-K address estimating liabilities for warranty programs, fair value of intangible assets, assessing goodwill impairment, accounting for income taxes and pension benefits.
See NOTE 16, "RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS," in the Notes to our 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 2024 Form 10-K. There have been no material changes in this information since the filing of our 2024 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 were no changes in our internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The matters described under "Legal Proceedings" in NOTE 11, "COMMITMENTS AND CONTINGENCIES," to our Condensed Consolidated Financial Statements are incorporated herein by reference.
In addition to other information set forth in this report, you should consider other risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. Other than noted below, there have been no material changes to our risks described in our 2024 Annual Report on Form 10-K or the "CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION" in this Quarterly report. Additional risks and uncertainties not currently known to us or that we currently judge to be immaterial also may materially adversely affect our business, financial condition or operating results.
GOVERNMENT REGULATION
We operate our business on a global basis and changes in tariffs and other trade disruptions 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.There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs and other trade disruptions (such as embargoes, sanctions and export controls).The uncertain tariff environment, marked by the U.S. imposition of tariffs on certain countries, followed by the imposition of retaliatory tariffs on U.S. goods and services by certain countries has introduced significant market volatility and raised concerns about potential economic impacts.The extent to which tariffs and/or other trade disruptions will be enacted and the duration for which enacted tariffs and/or other trade disruptions will be in place remain uncertain and 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. In addition, our compliance with any such newly enacted tariffs and/or other trade disruptions is likely to require significant resources and data management systems and could increase our cost of doing business, restrict our ability to operate our business or execute our strategies, and could result in fines and penalties or reputational harm if we are found to not be in full compliance.
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
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate
Dollar Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs
(in millions) (1)
April 1 - April 30
—
$
—
—
$
2,218
May 1 - May 31
—
—
—
2,218
June 1 - June 30
—
—
—
2,218
Total
—
—
—
(1) Shares repurchased under our Key Employee Stock Investment Plan only occur in the event of a participant default, which cannot be predicted, and were excluded from this column.
In December 2021, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the $2.0 billion repurchase plan authorized in 2019. During the three months ended June 30, 2025, we did not make any repurchases of common stock. The dollar value remaining available for future purchases under the 2019 program at June 30, 2025, was $218 million.
Our Key Employee Stock Investment Plan allows certain employees, other than officers, to purchase shares of common stock on an installment basis up to an established credit limit. We hold participants’ shares as security for the loans and would, in effect, repurchase shares only if the participant defaulted in repayment of the loan. Shares associated with participants' sales are sold as open-market transactions via a third-party broker.
(c) During the second quarter of 2025, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K), except as set forth in the table below:
Name
Title
Action Taken
Date
Type of Trading Agreement (1)
Duration of Trading Agreement (2)
Aggregate Number of Shares to be Sold
Amy R. Davis
Vice President and President - Accelera and Components
Adoption
5/15/2025
Rule 10b5-1 trading arrangement
8/4/2026
19,353 shares (3)
(1) Each trading arrangement marked as a Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2) Each trading arrangement permits transactions through and including the earlier to occur of the completion of all sales under the trading arrangement or the date listed in the table.
(3) The aggregate number of shares to be sold includes shares subject to the vesting of restricted stock unit and performance share unit awards, and accordingly the actual amount may vary based on tax withholding and satisfaction of performance conditions.
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.
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 30, 2025 and 2024, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024, (iii) the Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2025 and 2024, (vi) Notes to Condensed Consolidated Financial Statements and (vii) the information included in Part II. Item 5(c).
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.
