PART II

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY AND FINANCIAL HIGHLIGHTS

   We are a global power leader that designs, manufactures, distributes and services diesel and natural gas engines, electric power generation systems and engine-related component products, including filtration and exhaust aftertreatment, fuel systems, controls and air handling systems. We sell our products to Original Equipment Manufacturers (OEMs), distributors and other customers worldwide. We have long-standing relationships with many of the leading manufacturers in the markets we serve, including Chrysler LLC, Daimler AG, Volvo AB, PACCAR Inc., International Truck and Engine Corporation (Navistar International Corporation), CNH Global N.V., Komatsu, Scania AB, Ford Motor Company and Volkswagen. We serve our customers through a network of more than 500 company-owned and independent distributor locations and approximately 5,200 dealer locations in more than 190 countries and territories.

   Our reportable operating segments consist of the following: Engine, Power Generation, Components and Distribution. This reporting structure is organized according to the products and markets each segment serves. This type of reporting structure allows management to focus its efforts on providing enhanced service to a wide range of customers. The Engine segment produces engines and parts for sale to customers in on-highway and various industrial markets. The engines are used in trucks of all sizes, buses and RVs, as well as various industrial applications including construction, mining, agriculture, marine, oil and gas, rail and military. The Power Generation segment is an integrated provider of power systems which sells engines, generator sets and alternators and rents power equipment for both standby and prime power uses. The Components segment includes sales of filtration products, exhaust aftertreatment systems, turbochargers and fuel systems. The Distribution segment includes wholly-owned and partially-owned distributorships engaged in wholesaling engines, generator sets, and service parts, as well as performing service and repair activities on our products and maintaining relationships with various OEMs throughout the world.

   Our financial performance depends, in large part, on varying conditions in the markets we serve, particularly the on-highway, construction and general industrial markets. Demand in these markets tends to fluctuate in response to overall economic conditions and is particularly sensitive to changes in interest rate levels. Our sales may also be impacted by OEM inventory levels and production schedules and stoppages. Economic downturns in markets we serve generally result in reductions in sales and pricing of our products. As a worldwide business, our operations are also affected by political, economic and regulatory matters, including environmental and emissions standards, in the countries we serve. However, our geographic diversity and broad product and service offerings have helped limit the impact of any one industry and the economy of any single country upon our consolidated results. This was effectively demonstrated in 2007 as we continued to experience strong sales and earnings despite the continued softness in the North American heavy-duty truck engine market which was down approximately 50 percent from 2006 levels. More than half of our 2007 sales came from countries other than the United States. The diversity of our business portfolio has contributed to the significant organic growth we have experienced over the past several years continuing into 2007.

   Financial highlights for the last three years were as follows:

       Years ended December 31,
Consolidated Results 2007   2006   2005
  (in millions, except earnings per share)
Net sales             $ 13,048                           $ 11,362                           $ 9,918               
Gross margin   2,556     2,465     2,044  
Investee equity, royalty and other income   205     140     131  
Operating earnings   1,158     1,131     894  
Net earnings   739     715     550  
Diluted earnings per share $ 3.70   $ 3.55   $ 2.75  

   We continued our strong performance of the past three years into 2007 with a fourth straight year of record net sales and net earnings. Net earnings were $739 million, or $3.70 per diluted share, on sales of $13.0 billion, compared to 2006 net earnings of $715 million, or $3.55 per diluted share, on sales of $11.4 billion. The earnings improvement was driven by a 15 percent increase in net sales and a 4 percent increase in gross margin, as we benefited from improved pricing and higher demand across most of our businesses, increased market share in a number of markets and focused cost reduction efforts. All of our segments reported sales increases for the year compared to 2006, with particularly strong demand in Power Generation’s commercial and alternator businesses where sales increased 31 percent and 39 percent, respectively, and Component’s emission solutions and turbocharger businesses, where sales increased 203 percent and 41 percent, respectively. Overall, our Engine segment net sales were up $671 million, or 9 percent year-over-year benefitting from market share gains in the heavy-duty on-highway market. In addition, net sales increased at our Power Generation segment (up $644 million, or 27 percent), Components segment (up $651 million, or 29 percent) and Distribution segment (up $155 million, or 11 percent) year-over-year.

   During 2007, we continued our commitment to strengthening our balance sheet, investing in profitable growth around the globe and returning value to our shareholders. Key activities included:

   Financing Matters

   Business Expansion

   Business Divestiture