Cummins
Annual
Report

Table of Contents

Highlights

Cummins' Worldwide Business

Management Discussion and Analysis

Statement of Earnings

Statement of Financial Position

Statement of Cash Flows

Statement of Shareholders' Investment

Notes to Consolidated Financial Statements

Responsibility for Financial Statements

Report of Independant Public Accountants

Five-Year Supplemental Data

Board of Directors

Officers and Executives

Cummins Worldwide Locations

Shareholder Information

Cummins
Web Site
Home Page

Letter to the Shareholders

t Discussion and Analysis

Statement of Earnings

Statement of Financial Position

Statement of Cash Flows

Statement of Shareholders Investment

Notes to Consolidated Financial Statements

Responsibility for Financial Statements

Report of Independant Public Accountants

Five-Year Suppliment Data

Board of Directors

Officers and Executives

Cummins Worldwide Locations

Shareholder Information

Cummins Engine Company is the leading worldwide designer and manufacturer of diesel engines ranging from 60 to 6,000 horsepower and the largest producer of diesel engines over 200 horsepower. The company's key markets for these engines are automotive, power generation and industrial. The company also provides filtration systems and natural gas engines as well as engine components and electronic systems. Cummins' 1998 sales were $6.3 billion and it employed 28,341 people.

Dear Fellow Shareholders:

The theme of this 1998 report to shareholders is VALUE-the fundamental on which any endeavor is judged by those involved or affected. For a business enterprise, this starts with the value brought to its shareholders.If shareholder value is to be sustained over any period of time, it must be linked to the value customers and partners of that enterprise receive from doing business with it.

Clearly, companies that deliver superior value to their shareholders over time are the ones that deliver superior value to their customers and partners over time.

We at Cummins firmly believe we can deliver superior value to both shareholders and customers and partners. In 1998, while our financial results fell short of our goals, we took important steps towards delivering superior value to our customers and partners and towards meeting our financial objectives.

We believe meeting those objectives will deliver superior value to our shareholders.

Our financial objectives are to achieve earnings before interest and taxes (EBIT) of 9 percent in years when a majority of our markets are healthy. This will equate to a return on average net assets of approximately 25 percent and a strong free cash flow.

Our engine-related products are associated with capital purchases by our customers and are, therefore, affected significantly by economic slowdowns. In recession years our earnings target before interest and taxes is at least 3 percent.

We begin 1999 with continued economic difficulties in Asia and Latin America and some concern about European markets, but North American automotive and construction markets remain generally strong. While forecasting in our business is difficult, we currently expect relatively level revenues in the next two-year period. That could change rapidly.

An economic slowdown that included Europe and North America would inevitably affect the timing by which we will hit our targets. Regardless of economic conditions, however, we anticipate steady progress over the next two years as we work to meet the needs of customers in all our markets, to reduce costs and to improve gross margin and cash flow.

We are confident that the actions we are taking will put us in a position to meet our targets consistently in the future.

Because motivated, capable people are vital to taking care of the customer in cost-effective ways, they are central to our achievement of shareholder value. Sustained profitable growth that meets the expectations of shareholders will give our people opportunities for personal growth, bring value to our suppliers, and provide resources that permit us to contribute value to the countries and communities in which we operate.

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The Year 1998

We had solid accomplishments in 1998. Our revenues were a record $6.266 billion, compared to $5.625 billion in 1997. In North America, automotive, construction, power generation and filtration markets were strong, offsetting sales declines in Asia and in our agricultural and other commodity-based markets around the world. We completed our acquisition of Nelson Industries and successfully integrated it into our Filtration Business. We launched a record six new engines and two new fuel systems. Our Power Generation Business made significant progress toward improved profitability.

Excluding special charges, earnings were $282 million before interest and taxes. Reported results included special charges for restructuring, product coverage and our settlement with the U.S. Environmental Protection Agency (EPA), resulting in a net loss of $21 million or 55 cents per share. Settling with the EPA avoided costly litigation and disruption in the marketplace, even though we believe firmly we were and are in full compliance with all federal and state regulations.

Actions we are taking to improve profitability are described in more detail later in this letter. They include restructuring and major initiatives to reduce the costs of the materials and services we buy.

Overall, 1998 was a year in which we brought more value to customers in each of our markets and laid the foundation for improvements in earnings and cash flow to bring more value to our shareholders.

Value for our Customers

Customer value derives from three principal elements.

• Products that provide our customers with the most cost-effective performance

• Information that enables our customers to run their businesses more efficiently

• Responsive support for all aspects of customer need

Cummins made substantial progress in all three areas in 1998.Cummins is the world leader in diesel engine production over 200 horsepower and is the second largest producer of engines above 50 horsepower. We have achieved this position by designing and producing products that meet the needs of our customers better than our competitors' products.

We emerged from the early 1990s with improving financial performance, but recognized that electronics and information technology had opened a whole new horizon for our industry. Also, we knew tougher emissions standards were likely to emerge after the year 2000. In order to continue as the industry's technical leader, we needed to respond boldly. And we did. In the years since 1994, we have been upgrading or replacing engines across our entire product line - incorporating advanced electronic controls, combustion and air handling technology - and adding new engines on both the upper and lower ends of the horsepower range.

1998 was the year of peak expense in this program. We introduced a record six new engines together with two entirely new fuel systems. New midrange engines were the ISB and ISC, which incorporate full-authority electronic controls and software. The ISC uses our new CAPS fuel system. Industrial versions of these midrange engines are being introduced in 1999.

For our customers in heavy-duty markets, we introduced the ISM and the revolutionary Signature 600 engine with our HPI fuel system. In addition, we introduced two new high-horsepower engines, the 3200-horsepower CW170, part of our Cummins Wartsila joint venture, and the 2700-horsepower QSK60.

Both of these high-horsepower engines are designed to increase our penetration in the prime power generation market and to establish leadership in mining equipment markets.

All of the new engines are meeting marketplace objectives, and customers report that they are delighted with the engines' responsiveness, power and fuel economy.

This year, 1999, will see the release of four more new engines: a version of the Signature series for automotive fleet customers and industrial markets; a new 9-litre engine based on advanced electronic C-series technology; the QSK45 - a lower horsepower version of the QSK60; and a 3.3 litre engine to be produced at the Komatsu Cummins Engine Company in Oyama, Japan.

The acquisition of Nelson Industries - a major producer of air and liquid filtration products, and exhaust and emissions control systems - enables us to bring more product value to our OEMs. Nelson is the leading producer of exhaust systems for diesel - powered equipment in North America and ranks second in air intake systems. Combined with Fleetguard, this acquisition makes us an integrated first tier supplier of three critical engine subsystems: air intake, fluids and exhaust. These subsystems are required for every engine, regardless of market or application, so we can bring additional business to Nelson from our other businesses.

Closely related to the value superior products bring to our customers is the information we can provide.

Electronics and information technology are an integral part of the operation of our engines. We are also using information technology to enable our customers to manage more efficiently by integrating vehicles into their business operations and into the supply chain. We are the principal owners of Innovative Computing Corporation, which provides fleet management solutions and Internet-based products, enabling customers to exchange data throughout the entire supply chain.

Providing support is the third critical part of creating value for our customers. This goes beyond technology and information systems to what we call PowerCare - powerful care for our customers. Our 31 North American - and 110 international distributors are our partners in delivering superior support to our customers through programs such as QuickServe, which offers one-hour diagnosis and completion of most repairs within six hours, and Support Plus, which guarantees instant parts access with no service premiums.

We continue to rely on customer councils as we develop new support programs and new products for our heavy-duty automotive, construction, mining and power generation markets.

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Cummins Alliance

Our success in creating value for our customers has made Cummins a highly desirable alliance partner for many leading companies around the world.

We have pursued two kinds of partnerships. First, we have alliances with strong technical partners with whom we can share expertise and the costs of developing new products.

Our technical alliance partners include Case, IVECO, Komatsu, New Holland, Scania and Wartsila, and we are working collaboratively with them to develop the next generation of products for the 21st century. The second type of business alliance partnership is with leading equipment producers in important markets for future growth like China, India, Turkey and Japan. Our partners provide invaluable knowledge and contacts in the local business and political communities, as well as market leadership.

In October, Cummins and five other diesel engine manufacturers ended nearly a year of intense negotiations with the U.S. Environmental Protection Agency and the Department of Justice by signing consent decrees. The settlement requires diesel engines to meet some new emissions standards immediately. Substantially tougher standards originally set for 2004 must be met 15 months earlier, in October 2002. The major impact is on our heavy-duty, line-haul engines.

Because Cummins has laid a technical foundation unequaled in our industry, we are confident of our ability to meet the new standards.

In the markets in which we participate, the goal of cleaner air coexists with the goal of durable and cost-effective products. We believe these goals are not mutually exclusive, and we have the technology to deliver on both.

We expect to continue as the industry leader in an environment of more demanding emission controls.

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Value for Our Shareholders

The second area of accomplishment in 1998 was laying the foundation for future improvement in earnings and cash flow. Free cash flow provides the opportunity to reward the shareholder through share repurchase, dividend increases and/or investment in future growth.

We have simplified our financial objectives based on an analysis of the nature of our business as well as on benchmarking the world's best. The objectives reflect profitable performance over the business cycle.

In order to hit our financial objective of 9 percent EBIT in good years, our cost structure targets are 25 percent gross margin and 16 percent selling, administrative, research and engineering (SAR) expense. We believe our goals are realistic and attainable, and we are pursuing them on three fronts: gross margin improvement, lower SAR expense and cash flow improvement.

Gross Margin. In 1994 and early in 1995, Cummins achieved a gross margin of 25 percent. As the costs of the new product development program increased, the percentage of gross margin declined to just above 20 percent in the fourth quarter of 1998. We intend to return to the 25-percent gross margin level by improving product coverage costs, lowering start-up costs, restructuring and achieving lower material cost.

Our gross margin was lower than planned in 1998 and below our target. A key factor was higher costs for launching our new engines. Because of learning curves and inevitable reliability problems associated with any new product launch, new products cost more than the ones they replace for some period of time. Then, as volume builds, initial problems are corrected, manufacturing becomes more efficient and costs come down.

We are confident production costs for our new engines will eventually be lower than for the products replaced.

While we will be introducing four new engines in 1999, the risks are considerably lower. Three are derivatives of engines released in 1998, so the work to improve their cost and quality is already underway. The fourth, the 3.3 litre engine, is based upon proven technology.

Gross margin will also be improved as a result of the actions announced in the third quarter when we took a charge of $114 million for restructuring Cummins operations and those of our joint ventures around the world. Restructuring is underway and includes consolidating both office and manufacturing operations and outsourcing production of non-strategic components. Cummins staffing levels will fall by over 1,100, and employment in joint ventures will decline by an additional 1,200 people. Benefits began modestly in 1998, will grow in 1999 and are expected to reach more than $50 million annually beginning in 2000, with most of these savings contributing to gross margin improvement.

Finally, we have embarked on a program to reduce the costs of materials that go directly into our products. Those materials represent the largest single item on our income statement, so the opportunity for savings is substantial. A parallel program is in place for goods and services like office supplies, computers, freight, travel and health care, with some of the savings affecting gross margin and the balance lowering SAR costs.

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The Cummins Policy Committee provides leadership and a real commitment to building our business and value for you.

Members of the Committee, from left to right:
Kiran Patel,
Jean Blackwell,
Tim Solso,
Joe Loughrey,
Jim Henderson,
Jack Edwards,
Dave Jones,
Roberto Cordaro,
Mark Gerstle and
Pamela Carter.

Selling, Administrative and Research (SAR) Costs. A major success in 1998 has been the steady reduction of selling, administrative and research costs. In 1994, these costs totaled 18.5 percent of sales. In the first quarter of 1998 they were just below 18 percent. In the fourth quarter they were reduced to 16 percent, which is our target. Compared to the first quarter, fourth-quarter administrative costs were lower by $9 million, a full point as a percent of sales. Fourth-quarter research costs were below 4 percent.

We will pursue opportunities to move below 16 percent in the future.

Cash Flow. The prospect for our business to generate increased free cash flow in the future is excellent, even with relatively level revenues in the next two years. First, major capital expenditures for this cycle of new product development are behind us. Second, improving overall profitability through restructuring and purchasing and supply management, as we have described above, will also contribute to cash flow. Finally, we have a major program to improve our management of working capital - specifically, inventory and receivables &endash; providing another opportunity for cash flow improvement.

The cash generated will give Cummins the flexibility to maintain a prudent capital structure and provide a return to shareholders through dividends and buying back Cummins shares. Over the past four years, share repurchases have resulted in a decrease in shares outstanding from 41.6 million to 38.4 million.

Business Results. Our Engine Business, made up of a broad variety of automotive and industrial markets, is the one in which we have made the investment in new products. Therefore, its results have been impacted significantly in the last year.

We expect to see the improvement we have described above reflected in returns from these markets in the next two years.

The Power Generation Business has been making progress towards its financial objectives primarily through restructuring and cost reduction to date. Much of the restructuring announced in the third quarter is directed towards further improving Power Generation results. A continuing challenge is the release of the Cummins-Wartsila engines in the face of Asian market weakness. The engines will, however, permit us to compete more effectively in the more profitable prime power market.

Our Filtration Business and Other includes our filtration companies, Fleetguard and Nelson, as well as our turbocharger company, Holset, and 14 distributorships owned by Cummins. The acquisition of Nelson Industries has proven to be very successful, adding approximately 6 cents per share to corporate results. In addition, the filtration and exhaust systems business enables us to benefit from marketplace synergies with customers of our Engine and Power Generation businesses.

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Corporate Values

At Cummins, our commitment to providing value for our shareholders and customers goes hand in hand with our commitment to corporate responsibility. We believe firmly that acting with honesty and integrity is sound business - absolutely essential if we are to attract the very best people, customers, suppliers, partners and distributors.

We are also convinced that it is in Cummins' best interest to be concerned about the communities and the society in which we do business, because a healthy society provides the best foundation for business success.

As we work to create value for our customers and our shareholders, we recognize the value added by our own people around the world - in our technical centers, plants, offices and distributorships. People are the source of innovation in our products, care for our customers and operational improvements. We depend on their commitment, their hard work and their ideas.

We thank our people for helping Cummins meet the challenges of 1998, and we will continue to rely on them in the years ahead.

Board Changes. Another valuable asset for Cummins is its diverse Board of Directors. We have had two changes to the Board since our last Annual Report. First, Don Perkins, former Chairman of the Jewel Companies and a member of Cummins' Board of Directors for 25 years, reaches the mandatory retirement age for Board members in 1999 and is not, therefore, being nominated for re-election to the Board. Over his years with us, Don has served the Board in many roles, most recently as Chair of the Audit Committee. Don's experience, his understanding of worldwide business, and his leadership in improving corporate governance are unmatched, and we have benefited greatly from his perspective and insight.

Don has been steadfast in his commitment to the interests of our shareholders, and all of us have learned immeasurably from him. We will miss him.

Second, we are pleased to welcome a new Board member, Jim Johnson, Chairman of the Executive Committee of the Board of Directors of the Federal National Mortgage Association (FNMA or "Fannie Mae"), the largest non-bank financial services company in the world. Jim has an outstanding record of effectiveness in creating shareholder value while chairman and chief executive officer of Fannie Mae from 1991 through 1998 as well as a thorough understanding of public policy issues.

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Outlook

The future for Cummins and its shareholders is bright. Our people are focused on delivering superior value to shareholders by delivering superior value to our customers and partners.

Our investment in innovation offers our customers advanced technology and puts Cummins in a better position than anyone else in the industry to meet tough new emissions standards, increase market share around the world and grow profitably.

We have clear targets for financial return. We are confident that we will make significant progress toward these targets in the next few years despite a continued unsettled world economic situation. While we are not anticipating substantial growth in our markets for 1999, we expect to gain market share as our new products make their mark and as growth synergies resulting from our Nelson acquisition are realized.

We thank you, the owners of Cummins, for your continued support. We remain dedicated to increasing the value of your investment and look forward to sharing our progress and prospects with you at our Annual Shareholders' Meeting on Tuesday, April 6, in Columbus Indiana.

James A. Henderson

Chairman and Chief Executive Officer

Theodore M. Solso

President and Chief Operating Officer

Cummins Engine Company, Inc.

March 3, 1999

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