Good day, ladies and gentlemen, and welcome to the Cummins, Inc. Q3 2022 Earnings Conference Call. All lines have been placed on a listen-only mode and the floor will be open for questions and comments following the presentation. [Operator Instructions]. At this time, it is my pleasure to turn the floor over to your host, Chris Clulow, Vice President of Investor Relations. Sir, the floor is yours.

[Technical Difficulty]. Mark Smith, our Chief Financial Officer. We will all be available to answer questions at the end of the teleconference. Before we start, please note that some of the information that you will hear or be given today will consist of forward-looking statements within the meaning of the Securities Exchange Act of 1934. Such statements express our forecasts, expectations, hopes, beliefs, and intentions on strategies regarding the future. Our actual future results could differ materially from those projected in such forward-looking statements because of a number of risks and uncertainties. More information regarding such risks and uncertainties is available in the forward-looking disclosure statement in the slide deck and our filings with the Securities and Exchange Commission, particularly the risk factors section of our most recently filed Annual Report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q. During the course of this call, we will be discussing certain non-GAAP financial measures, and we'll refer you to our website for the reconciliation of those measures to GAAP financial measures. Our press release with a copy of the financial statements and a copy of today's webcast presentation are available on our website within the Investor Relations section at cummins.com. With that out of the way, I will turn you over to our President and CEO, Jennifer Rumsey to kick us off.

Thank you Chris and good morning. I will start with a summary of our third quarter financial results, then I will discuss our sales and end market trends by region, and I will finish with a discussion of our outlook for 2022. Mark will then take you through more details of both our third quarter financial performance and our forecast for the year. Before getting into the details of our performance, I want to take a moment to highlight a few major events from the third quarter. On August 3rd, Cummins completed the acquisition of Meritor, a leading global supplier of drivetrain, mobility, braking, aftermarket and electric powertrain solutions for the commercial vehicle and industrial markets. The integration of Meritor’s people, products and capabilities in axle and brake technology will position Cummins as a leading provider of integrated powertrain solutions across the internal combustion and electric power applications. We've been excited to welcome our new colleagues into our company. The company announced several collaborations that further enable our customers to achieve their decarbonization goals and advance our destinations Euro strategy. During the third quarter, Cummins announced collaborations with Werner Enterprises, Transport Enterprise Leasing and Versatile to deliver 15-liter hydrogen internal combustion engines when available. The X15H hydrogen engine, part of Cummins’ fuel agnostic platform, will enable a more-timely solution to reduce carbon emissions by providing customers with an option that has powertrain installation commonality and end user familiarity. The New Power business continued to expand its green hydrogen presence globally as demand continues to rise in the key markets of North America, Europe, and China. Cummins announced it will expand PEM electrolyzer manufacturing capacity at its Oevel, Belgium, factory to 1 gigawatt. The company also announced it will begin producing electrolyzers in the United States, underscoring our continued dedication to…

Thank you, Jen and good morning everyone. There were a number of factors that impacted our reported results in the third quarter, and I will step through them to provide clarity on the underlying performance of the company and allow for comparison to our prior guidance. But the key takeaway I want you to leave with is that the fundamentals of our business remain strong. As you are aware, we completed the acquisition of Meritor in August and are actively working through the business integration. Our third quarter results included two months of operational performance for the Meritor business, resulting in $737 million of sales and a total EBITDA loss of $23 million, which includes both the impact of purchase accounting and acquisition and integration costs. Our third quarter results also included $16 million of costs related to the planned separation of the Filtration business. To provide clarity on the operational performance of our business, excluding the acquisition in comparison to our prior guidance, I am excluding the impact of these items in my following comments. Now let me get into more detail on our third quarter performance. Revenues were $6.6 billion, up 11% from a year ago. Sales in North America were up 19% while international revenues decreased 1%, driven by the decline in China, the impact of the suspension of our operations in Russia, and the unfavorable foreign currency fluctuations primarily due to a stronger U.S. dollar, which reduced our reported sales by 3%. Earnings before interest, taxes and depreciation and amortization, or EBITDA, were $884 million or 12.1% of sales. Excluding the Meritor business results, acquisition and integration costs and the costs associated with the separation of Filtration, EBITDA was $923 million or 14% of sales for the quarter compared to $862 million or 14.4% of sales…

Thank you, Mark. Out of consideration to others on the call, I would ask that you limit yourself to one question and a related follow-up. If you have an additional question, please rejoin the queue. Operator, we are ready for our first question.

Okay, our first question comes from Stephen Volkmann with Jefferies. Please state your question.

Great. Good morning guys. Thank you. Mark, I'm interested in your guidance. Mark, you kind of have my head spinning here. I apologize for that, it's a busy day. But how are you going to report the next quarter in terms of Meritor? I assume that will be in the numbers, but you'll probably adjust out maybe the purchase accounting, I'm just trying to figure out sort of on a like-for-like basis, kind of how we're supposed to think about the next quarter?

Yes, so what we're trying to do and we realize it's complex for us also, there's a lot going on, Steve. So what we're trying to do is make clear how we're performing against our guidance in the Cummins business prior to the Meritor acquisition, which we lowered that guidance just to be clear and we'll try to be clear for the reasons why. And then we'll layer on the Meritor performance. So we're trying to give projections for both. We will report all in and then just as we've done this quarter in the earnings material, we'll break out the business pre-Meritor, Meritor separately, and the different elements so you can try and get a fuller picture and then next year, we'll move to the all-in reporting. But we will continue to provide details around Meritor, so that you can gain confidence that we're making progress on executing on the integration and growth of that business going forward. So the answer is yes, it's going to look similar in Q4 to this quarter. The noise from the purchase accounting will start to go -- will taper down next quarter and in subsequent quarters. But we're going to report with and without, so we're not reducing the visibility of our performance on either front. That's the main goal.

Okay, all right, fair enough. Maybe just a quick switch then, we've seen a couple of months now of pretty amazing heavy truck orders in the United States, North America. And I'm curious kind of what you're hearing as you talk to customers and sort of the outlook longer term, I mean, are you guys starting to slot in deliveries for these big orders that we're seeing and just kind of any color that you can give us there would be great?

Yes, Steve. We continue to see strong heavy-duty customer order interest. The conversations that I have with both end customers and OEMs are around how we're working through supply constraints that continue to exist and increase production rates. And this has just not been a typical cycle, so all of those fundamentals for the business remain strong. We project that the market will remain strong into next year because they've been using the trucks at a high rate. They've not been able to replace at the level that they want to. And as well, these new trucks that are coming out, new powertrains have improved efficiency and as you see higher fuel prices, that's also attractive. So we continue to watch the broader economic indicators and what that may mean over time. Right now, we're continuing to work to increase production rates and see strong underlying demand.

Okay, thanks. I will pass it on. Appreciate it.

Thanks Steve.

Our next question comes from Jamie with Credit Suisse. Please state your question.

Hi, good morning. I guess just two questions. The R&D is up considerably sequentially. So -- and I know we're continuing to invest, but I'm wondering if we should think about that as a new run rate, is R&D going to be structurally higher and sort of the implications for 2023? And I guess my same question is on the SG&A side, even if we back out the $15 million that hit SG&A because of the bonus, the onetime bonus that was also up materially .And I'm just trying to think about spend in the context of concerns on the macro, understanding your customers are still saying things are strong now, but are we taking any actions in the case the macro does weaken? Thank you.

Yes, great. Thanks, Jamie, for the question. Good to hear from you. We have, as you noted, taken up our R&D spend in particular in the Engine business and the New Power business where we have strategic investments in the fuel-agnostic platform and growing investments in electrolyzers and other key New Power technologies. And so we will continue to make those investments. And as we have in the past, we're going to manage through the cycles and improve performance, underlying financial performance of the company through the up and the down cycles while still making these key strategic investments that will position us to outgrow over time. We are looking closely at our priorities for next year. We are starting to more closely manage any headcount addition, so that we make sure that we're continuing to invest in key strategic areas while also managing those investments for potential downside scenarios. So we are more closely scrutinizing those priorities right now.

Yes, and I would just add to that. We have lowered our admin costs like three quarters in a row. There is a tremendous focus on trying to flatten our costs out there, in particular, the increase in the SG&A was really in the selling side, which is a lot of that's tied to our aftermarket business and the Power Systems business, which is [Technical Difficulty] engineering on with the upward pressure and these are under the other type of pressure.

Okay, thank you. I appreciate it.

Our next question comes from Rob with Melius Research. Please state your question.

Thanks and hello, everybody. My question would be and I'm not sure it's an easy one to answer off the cuff. But when you look at your blended pricing on engines versus the OEM pricing on trucks across your customer base or if you wanted to specify North America, do you feel like you're caught up in that regard or do you have a couple of hundred bps to catch up? And could you lay out the time frame at which you would catch up if you think you are behind the OEM prices, which have a little bit more flexibility?

Yes, Rob, this is how I would describe it. Over -- since the start of 2021, what we've seen is supply challenges and inflation that has driven cost and inefficiency into our business. For 2022, we are expecting a 400 basis point improvement in price compared to a 230 basis point impact on cost. So we are ahead for the year when you think about that price/cost balance, and we're also working to make improvements in operating efficiency. And we continue to have work to do to get back to where we were at the start of 2021. And we're able to price more rapidly into our aftermarket business. But of course, where we've got high backlog in the Power Systems business or long-term contracts, right, that takes time to flow through as we negotiate with customers and that we have metal market and other contractual agreements that also flow through over time, but not immediately.

And just to confirm, the reason -- one of the reasons why we're ahead on price and material cost this year was, in fact, we bore a lot of those costs in the second half of 2021.

Are you still there, Mark?

Yes, yes.

Okay, sorry. Got it, got it. And then could you give a general comment on just supply chain, do you feel like we've peaked out on risk, China may be doing lockdowns again, so if you take that after globally how does the risk of upside/downside on cost and supply chain feel to you? And I'll stop there. Thanks.

Sure, on the supply chain side, we continue to see improvement and we also still have issues. So at this point, electronic component continues to be our biggest risk and disruptor. But as you said, there continue to be these dynamic lockdowns in China, congestion in certain ports that is more in the East Coast, more in Europe. And so we continue to see some supply chain disruption. So from where I sit, quarter-over-quarter it's been improving and we've been taking build rates up and able to drive some operational improvement, and those issues are not completely gone. And so that is, in part, influencing this continued expectation that we'll see improvement going into Q4 and into next year.

Alright, thank you.

Thanks Rob.

Our next question comes from David with Evercore. Please state your question.

David, you there?

Yes, I am. Sorry about that. Just so I can understand exactly the fourth quarter, sort of what you're adding back to 3Q, can you tell us what is your implied EBITDA margin for the fourth quarter, just so I can level set?

15.5 ex Meritor.

So 15.5 for the fourth quarter?

Compared to core -- yes.

Then when I think about China, obviously, it's a big driver in the EBITDA margin, just given a lot of the truck business comes in as JV income. I know the consolidated aspect of construction activity there for your business. But obviously, truck, looking forward, how should we think about what you're seeing in China just from what you normally would see around Chinese New Year, obviously, with the Congress they just had their stimulus, a lot of things going on, I'm just curious, I thought Beijing Photon, in particular, was a little weaker than I would have thought, but I'm just curious what you're seeing on the truck side in particular?

No significant momentum at all there right now, Dave, so that's certainly not part of the improvement from Q3 to Q4.

Yeah, and as you noted, I mean, they just had -- the Congress elected Xi to third term. We typically see some seasonality in that market. It's difficult to predict at this point. So as Mark said, we're not projecting improvements through the end of the year.

And when it comes to the power gen business, and within that you obviously have some of the mining. Can you give us a little perspective, I mean, early look at 2023, how you're thinking about that business, just given the recent results were pretty healthy?

Yes, like the U.S. truck market, the Power Systems markets continue to remain strong. We have -- there's a large back order there so we're projecting strength going into next year.

Thank you very much.

Thanks David.

Our next question comes from Jerry with Goldman Sachs. Please state your question.

Yes, hi, good morning everyone.

Good morning Jerry.

Hey Mark. I'm wondering if you folks can talk about, as we head into 2023, you've got a number of tailwinds in terms of electrolyzer production ramping up, the eAxles ramping up at Meritor and maybe some medium-duty engine production ramping based on your recent wins. Looking at the new product contribution 2023 versus 2022, can you just outline for us the magnitude of tailwind, it feels like the electrolyzer opportunity is tracking ahead of expectations, but maybe I can get you to expand on that, if you don't mind.

What I would say is, yes, we've got line of sight into improving demand in New Power business I would expect at this point in time without getting into specific numbers, both growth in battery electric systems and electrolyzer sales next year. So I think the momentum is going to continue in New Power. And then yes, we've got strong customer demand on the eAxle side. Again, I don't think that's going to be a dramatic change relative to a $27 billion company. But demand is strong. I've got clearest visibility into the New Power side right now.

Yes, and on the electrolyzers, as I talked about some of the investment in production capacity. So we're in the early stages of building up that production capacity, building up the backlog. It's going to be lumpy at this point, and it's going to grow, as Mark said, over time. And we still feel really good. In fact, the Inflation Reduction Act and the climate provisions around that are strengthening the hydrogen outlook in the U.S.

Super. And can I ask, the initial customer response on the Meritor integration. Can you talk about what those conversations have been like, particularly as it pertains to selling eAxle and conventional axles to traditional Cummins customers that haven't been Meritor customers? And if you could touch on within the Meritor margin guidance, what's the inventory step-up that's embedded, that's depressing results looks like by at least two points, but I'm wondering if you could outline that relative to the full year guide on Slide 14 for Meritor? Thanks.

Yes, we're obviously in the early days of integrating the Meritor business, excited to have that as part of us, starting to have conversations with customers at a strategic level. And it's a positive for them that we have added Meritor to our portfolio and can talk about how we're serving them both in the core businesses and New Power business going forward. Early days and those conversations are both on operational and supply as well as the strategic opportunities that we have.

Yes, a lot of focus on demand and delivery right now as there is in other parts of our business, Jerry. So we aren't short of demand. We need to keep raising those production rates.

And Jerry, on your question on the inventory step-up and there's a good reconciliation in the earnings deck, which talks through the complicated picture that is Meritor for this quarter. It's about $32 million was the impact in the third quarter of that inventory step-up.

Any in the fourth, Chris?

Just a small bit. Most of that inventory burns off quickly as you would expect, Jerry.

Super, thank you.

Our next question comes from Tami with J.P. Morgan. Please state your question.

Hi, good morning. Thank you for taking my questions. So I have a couple of modeling questions. So my first question is, I saw in your presentation that Meritor's GAAP EBITDA rate I think you said, was 4.5%. And so can you help us with what it would have been on a non-GAAP basis because as we think about incorporating Meritor in our model, let's say for next year, what non-GAAP EBITDA rate should we be using and do you expect that rate to improve over the next few years just to better integrate that business?

Yes. So let me try to unpack that a little bit. So the U.S. GAAP results essentially for Meritor at itself was essentially breakeven in the second quarter. And as Jen mentioned, our guidance for the full year for 2022 is about 4.5%. So that implies the U.S. GAAP, when you take out -- including the purchase accounting in Q2 and a little bit in Q3, implies an EBITDA of about 9% in the fourth quarter and that was up from, if you take out some of the noise in the third quarter, that was approximately 7.3% operating EBITDA. So we're seeing a step-up there. And then we would continue to -- as we go towards the future, continue to drive improvement there, both through the synergies we gain as well as other improvements in the business. So that gives you some view of kind of the trajectory there. I'm happy to talk through more separately, if you like.

But also the performance in the short run, of course, is going to be dependent on the market. And we'll give you all of those elements, both in the Q4 and as we get to next year. I realize it's messy and appreciate everyone's patience as we've tried to work out the best disclosures to give you all this information. We'll continue to err on the side of sharing more and not less to make it as clear as possible.

Got it. That's super helpful. And another quick one from me from a modeling perspective, the bonus that you gave to employees this quarter, as we lap it next year, we should be treating it as one-off for now, right?

Yes, it won't be present even in the fourth quarter results and that's one of the factors why our EBITDA margins will -- not the only factor but one of the factors why our margins will be better in the fourth quarter.

Okay, awesome, great. Thank you so much.

Thanks Tami.

Our next question comes from Steven with UBS. Please state your question.

Thanks, good morning. So lots of puts and takes, but just to kind of summarize at a high level, is the overall message that basically your power gen business is a bit better than you're expecting, China is a bit worse and the China drag is just kind of a bit bigger than you have the benefit from power gen and you have slightly higher investments in New Power, I mean, is that sort of the key summary of it of the core business? And then you gave the 15.5% margin implied for Q4. Is there any bridge you can give us from Q3 EBITDA to Q4, I know you just mentioned, obviously, the $56 million of employee costs, is there any other sort of just direct bridge you can give us to help go from Q3 to Q4?

Yes, there are really three core elements to that bridge, Steve: the bonus we've mentioned, a little bit of improvement in pricing from Q3 to Q4; and then we did have some operational challenges concentrated in one or two areas and we expect those to improve. And those three elements are the key drivers of the margin rebound. No improvement in China baked in, no significant increase in expenses expected in the fourth quarter.

Okay. And would you agree with that sort of the summary I gave of kind of what the main puts and takes of the core business were?

Yes. And the only other thing is we continue to incur these mark-to-market losses so we didn't call them out. At some point, that will stabilize and rebound. Those were present in the third quarter but at a lower rate than in the second quarter. So that's noise in the other income line.

Okay. That's very helpful. And then just in terms of the heavy-duty truck market in North America, I'm curious how much visibility you have to the second half of 2023 at this point. I know you talked earlier about the order strength. I guess I'm just curious how far into 2023 the OEMs have given you their work plans and the confidence you have there relative to the first half? Thank you.

Yes, I mean we are of course talking about outlook and forecast with our OEM customers and staying close to them on that. At this point, we've got about a nine-month backlog based on strong orders in September and October. And we'll continue to stay close to them to watch how that outlook evolves in the second half of the year.

Perfect, thank you.

Thanks Steve.

Our next question comes from Matt with Cowen. Please state your question.

Good morning, thank you. Can you just talk about the rationale behind doing a onetime bonus rather than further pay increases, I mean, is it that just you didn't want to lock in to pay increases ahead of a possible moderation of labor costs overall in the economy or did something specific happen in the quarter that made it necessary to do the bonus in order to not have a lot of attrition?

Yes, really it was more of the latter. So of course, we're always looking at pay and what's happening with the market as it relates to labor costs. But really, we felt very strongly that given the tremendous effort of our employees over the last 18 months to deliver revenue at the level we did and work through all of the supply chain challenges and continue to commit to deliver key strategic growth initiatives, and given the environment where they are experiencing higher inflation, the impact to them, and the labor market is tighter. We felt that this onetime recognition was very appropriate to show appreciation, to mitigate attrition, and really motivate people to be connected to delivering and continuing to deliver for the company.

Got it, makes sense. And then just a bigger picture question. You're expecting strong demand in mining and oil and gas for the rest of the year. Does it look like this momentum should continue into 2023? And on the mining side, does it look like the -- this demand is being driven by equipment replacement, I know we had equipment replacement cycle threatening to happen for the last decade, and it's been false starts, does it look to you guys like this time, it could be a multiyear replacement cycle on the mining side?

Yes, we do see that demand continuing into next year. Of course, in oil and gas with the energy challenges, there's a lot of demand to invest there. And we'll have to continue to monitor those economic indicators over time. But right now in both of those markets, we continue to see strong demand holding into 2023.

Yes, we're pretty much sold out for this year. There are some regional factors, increased coal production in India. There's some local factors as well as the overall security and availability of energy across borders.

Thanks very much.

Thank you.

Our next question comes from Noah with Oppenheimer. Please state your question.

Alright, thanks for taking my questions. Just sticking with Off-Highway first. You mentioned that it's really the engine sales to some of the construction customers in North America, that growth being driven by CAPEX from rental companies and pricing. Have you started to see any benefits kicking in from IIJA yet, is that sort of a demand tailwind for 2023 or potentially beyond?

Yes. I mean, the Inflation Reduction Act is going to drive investment in infrastructure to support some of these clean energy technology. So we expect, over time, we'll see increased electrolyzer demand, as I alluded to earlier, and that could also provide benefit to underlying construction demand in the U.S. It's early, right, to actually see the specific impact of that. But certainly, it should provide a positive benefit.

Sorry, I know we've had a lot of legislation out of Washington. I was talking about the IIJA, the Infrastructure Bill.

Sorry. Did I respond on the wrong one?

Yes. It sounds you have multiple shots on goal, but just wondering if you can talk through kind of any impact from the Infrastructure Bill so far?

Yes, thanks, Noah. I think the Infrastructure Bill is similar -- actually it's having a very similar outcome, whereas obviously, the IRA is driving more into the New Power space. We are seeing some good momentum in that space. And we benefit that whether through the rental companies or some of the other construction equipment in North America has remained strong through this year and is carrying forward that momentum as those -- we continue to build out and there's a lot of work to be done, as you know. So that is certainly helping us.

Okay, great. And then I know a couple of folks have asked about Meritor impact going forward for next year. So I know we won't be precise here, but just for everybody's modeling, as we think about Components margin, I mean you annualized this year 7.5% EBITDA margin, add some synergies capture and some growth, it's still going to be a margin headwind in Components of probably a couple of hundred bps, right, as we look at 2023, is that a good starting point?

Yes. On a percentage basis, it's clearly going to be dilutive in the early part of the ownership and the goal is to keep working that up over time.

And any early color on the cadence of the synergies capture that you can give us?

No. I mean, we're working on that. We've got teams dedicated to that, working on that every day. Still feel confident about the numbers we gave earlier of $130 million pretax by year three. And I will say we're finding some other synergies as well in taxes and other things that are not included there. But lot of work still ahead of us, a lot of good progress to start and, of course, integrating the employees, that's a lot of work but we're off to a good start. I will say the business -- that business is also very busy with demand and supply challenges just as we are in our core. So we very much appreciate the hard work of the employees. We're listening towards driving synergies and improvement in their operations. They're all very busy and we appreciate that.

Okay, thanks so much for the color.

Thanks Noah.

That was our final question, and that concludes the Q&A session of this call. I'll turn it back over to Chris for closing remarks.

Thank you, everyone -- much, everyone, for joining. As always, we will be available this afternoon to answer any questions that you may have from the Investor Relations perspective, and I appreciate your attendance today. Thank you.

Thank you. This concludes today's conference call. We thank you for your participation. You may disconnect your lines at this time, and have a great day.