CMI 10-K Annual Report Dec. 31, 2023 | Alphaminr
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CMI 10-K Fiscal year ended Dec. 31, 2023

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CUMMINS INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1summary Of Significant Accounting PoliciesNote 3revenue From Contracts with CustomersNote 4investments in Equity InvesteesNote 5income TaxesNote 6marketable SecuritiesNote 7inventoriesNote 8property, Plant and EquipmentNote 10goodwill and Other Intangible AssetsNote 14product Warranty LiabilityNote 15commitments and ContingenciesNote 16cummins Inc. Shareholders' EquityNote 17accumulated Other Comprehensive LossNote 18noncontrolling InterestsNote 19stock Incentive and Stock Option PlansNote 20earnings Per Common Share Attributable To Cummins IncNote 25operating SegmentsNote 1. Summary Of Significant Accounting PoliciesNote 2. Agreement in PrincipleNote 3. Revenue From Contracts with CustomersNote 4. Investments in Equity InvesteesNote 5. Income TaxesNote 6. Marketable SecuritiesNote 7. InventoriesNote 8. Property, Plant and EquipmentNote 9. LeasesNote 10. Goodwill and Other Intangible AssetsNote 11. Pensions and Other Postretirement BenefitsNote 12. Supplemental Balance Sheet DataNote 13. DebtNote 14. Product Warranty LiabilityNote 15. Commitments and ContingenciesNote 16. Cummins Inc. Shareholders' EquityNote 17. Accumulated Other Comprehensive LossNote 18. Noncontrolling InterestsNote 19. Stock Incentive and Stock Option PlansNote 20. Earnings Per Common Share Attributable To Cummins IncNote 21. DerivativesNote 22. Russian OperationsNote 23. Formation Of Atmus and IpoNote 24. AcquisitionsNote 25. Operating SegmentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships, Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary (optional)

Exhibits

2 (a) Agreement and Plan of Merger, dated February 21, 2022, by and among Meritor, Inc., Cummins Inc. and Rose NewCo Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2022 (File No. 001-04949)). 3 (a) Restated Articles of Incorporation, as amended and restated, effective as of May 8, 2018 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2018 (File No. 001-04949)). 3 (b) By-Laws, as amended and restated, effective as of February 12, 2019 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on February 13, 2019 (File No. 001-04949)). 4 (a) Indenture, dated as of September 16, 2013, by and between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 16, 2013 (Registration Statement No. 333-191189)). 4 (b) Second Supplemental Indenture, dated as of September 24, 2013, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 of the Current Report on 8-K, filed by Cummins Inc. with the Securities and Exchange Commission on September 24, 2013 (File No. 001-04949)). 4 (c) Third Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 24, 2020 (File No. 001-04949)). 4 (d) Fourth Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 24, 2020 (File No. 001-04949)). 4 (e) Fifth Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 24, 2020 (File No. 001-04949)). 4 (f) Description of Capital Stock (incorporated by reference to Exhibit4(d) to CumminsInc.'s Annual Report on Form10-K for the year ended December31, 2019 (File No. 001-04949)). 10 (a)# Target Bonus Plan (incorporated by reference to Exhibit10(b) to CumminsInc.'s Annual Report on Form10-K for the year ended December31, 2009 (File No. 001-04949)). 10 (b)# Amendment to the Cummins Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10(c) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-04949)). 10 (c)# Deferred Compensation Plan, as amended and restated February 15, 2021 (incorporated by reference to Exhibit 10(a) to Cummins Inc.s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021 (File No. 001-04949)). 10 (d)# Supplemental Life Insurance and Deferred Income Plan, as amended and restated effective as of December 10, 2018 (incorporated by reference to Exhibit 10(d) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-04949)). 10 (e)# Deferred Compensation Plan for Non-Employee Directors, as amended and restated February 15, 2021 (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 4, 2021 (File No. 001-04949)). 10 (f)# Excess Benefit Retirement Plan, as amended (incorporated by reference to Exhibit10(g) to CumminsInc.'s Quarterly Report on Form10-Q for the quarter ended September 28, 2014 (File No. 001-04949)). 10 (h)# Longer Term Performance Plan (incorporated by reference to Exhibit10(i) to CumminsInc.'s Annual Report on Form10-K for the year ended December31, 2009 (File No. 001-04949)). 10 (i)# 2006 Executive Retention Plan, as amended (incorporated by reference to Exhibit10(j) to CumminsInc.'s Annual Report on Form10-K for the year ended December31, 2011 (File No. 001-04949)). 10 (j)# Senior Executive Target Bonus Plan (incorporated by reference to Exhibit10(k) to CumminsInc.'s Annual Report on Form10-K for the year ended December31, 2009 (File No. 001-04949)). 10 (k)# Senior Executive Longer Term Performance Plan (incorporated by reference to Exhibit10(l) to CumminsInc.'s Annual Report on Form10-K for the year ended December31, 2009 (File No. 001-04949)). 10 (l)# Form of Long-Term Grant Notice under the 2012 Omnibus Incentive Plan (filed herewith). 10 (m)# 2012 Omnibus Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10 to CumminsInc.'s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018 (File No.001-04949)). 10 (n)# Form of Stock Option Agreement under the 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10(q) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04949)). 10 (o)# Form of Restricted Stock Unit Award Agreement under the 2012 Omnibus Incentive Plan (filed herewith). 10 (p)# Key Employee Stock Investment Plan (incorporated by reference to Exhibit 10to Cummins Inc.'sQuarterlyReport on Form 10-Qfor thequarterendedSeptember 30, 2023(File No. 001-04949)). 10 (q) Fifth Amended and Restated 364-Day Credit Agreement, dated as of June 5, 2023, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission onJune 7, 2023(File No. 001-04949)). 10 (r) Amended and Restated Credit Agreement, dated as of August 18, 2021, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders and Agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 18, 2021 (File No. 001-04949)). 10 (s) Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 17, 2022, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 19, 2022 (File No.001-04949)). 10 (t)# Amendment No. 1 to Supplemental Life Insurance and Deferred Income Plan, effective as of July 14, 2020 (incorporated by reference to Exhibit 10.1 to Cummins Inc.s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020 (File No. 001-04949)). 10 (u) Loan Agreement, dated as of July 13, 2022, by and among Cummins Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent.(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on July 19, 2022 (File No. 001-04949)). 10 (v) Credit Agreement, dated as of September 30, 2022, among FILT Red, Inc., Cummins Filtration Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on September 30, 2022 (File No.001-04949)). 10 (w) Amendment No. 1 to Credit Agreement, dated as of February 15, 2023, among Atmus Filtration Technologies Inc., Cummins Filtration Inc, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on February 15, 2023 (File No. 001-04949)). 10 (x) Guaranty, dated as of September 30, 2022, by Cummins Inc. in favor of Bank of America, N.A., as administrative agent for the lenders party to the Credit Agreement. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on September 30, 2022 (File No.001-04949)). 10 (y)# Cummins Inc. Deposit Share Program,datedas of February 12, 2024 (filed herewith). 21 Subsidiaries of the Registrant (filed herewith). 23 Consent of PricewaterhouseCoopersLLP (filed herewith). 24 Powers of Attorney (filed herewith). 31 (a) Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31 (b) Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32 Certifications Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 97 Cummins Inc. Compensation Recovery Policy (filed herewith).