CMI 10-K Annual Report Dec. 31, 2024 | Alphaminr

CMI 10-K Fiscal year ended Dec. 31, 2024

CUMMINS INC
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1summary Of Significant Accounting PoliciesprintNote 2revenue From Contracts with CustomersprintNote 3investments in Equity InvesteesprintNote 4income TaxesprintNote 5marketable SecuritiesprintNote 6inventoriesprintNote 7property, Plant and EquipmentprintNote 9goodwill and Other Intangible AssetsprintNote 13product Warranty LiabilityprintNote 14commitments and ContingenciesprintNote 15cummins Inc. Shareholders' EquityprintNote 16accumulated Other Comprehensive LossprintNote 17noncontrolling InterestsprintNote 18stock Incentive and Stock Option PlansprintNote 19earnings Per Common Share Attributable To Cummins IncprintNote 25operating SegmentsprintNote 1. Summary Of Significant Accounting PoliciesprintNote 2. Revenue From Contracts with CustomersprintNote 3. Investments in Equity InvesteesprintNote 4. Income TaxesprintNote 5. Marketable SecuritiesprintNote 6. InventoriesprintNote 7. Property, Plant and EquipmentprintNote 8. LeasesprintNote 9. Goodwill and Other Intangible AssetsprintNote 10. Pensions and Other Postretirement BenefitsprintNote 11. Supplemental Balance Sheet DataprintNote 12. DebtprintNote 13. Product Warranty LiabilityprintNote 14. Commitments and ContingenciesprintNote 15. Cummins Inc. Shareholders' EquityprintNote 16. Accumulated Other Comprehensive LossprintNote 17. Noncontrolling InterestsprintNote 18. Stock Incentive and Stock Option PlansprintNote 19. Earnings Per Common Share Attributable To Cummins IncprintNote 20. DerivativesprintNote 21. Atmus Initial Public Offering (ipo) and DivestitureprintNote 22. Accelera Strategic Reorganization ActionsprintNote 23. AcquisitionsprintNote 24. Russian OperationsprintNote 25. Operating SegmentsprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships, Related Transactions and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summary (optional)print

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)). 4 (g) Sixth Supplemental Indenture, dated as of February 20, 2024, 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 February 20, 2024 (File No. 001-04949)). 4 (h) Seventh Supplemental Indenture, dated as of February 20, 2024, 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 February 20, 2024 (File No. 001-04949)). 4 (i) Eighth Supplemental Indenture, dated as of February 20, 2024, 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 February 20, 2024 (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)# 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 (c)# 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 (d)# 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 (e)# 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 (g)# 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 (h)# 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 (i)# 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 (j)# 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 (k)# Form of Long-Term Grant Notice under the 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10(l) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-04949)). 10 (l)# 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 (m)# 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 (n)# Form of Restricted Stock Unit Award Agreement under the 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10(o) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-04949)). 10 (o)# Form of Performance-Based Restricted Stock Unit Award Agreement under the 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10 to Cummins Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No. 001-04949)). 10 (p)# Key Employee Stock Investment Plan (incorporated by reference to Exhibit 4.3 to Cummins Inc.'s Registration Statement on Form S-8 filed on July 9, 2024 (File No. 333-280729)). 10 (q) Second Amended and Restated 364-Day Credit Agreement, dated as of June 3, 2024, 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 on June 3, 2024 (File No. 001-04949)). 10 (r) Sixth Amended and Restated 364-Day Credit Agreement, dated as of June 3, 2024, 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 10.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on June 3, 2024 (File No. 001-04949)). 10 (s)# 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 (t)# Deposit Share Program, dated as of February 12, 2024 (incorporated by reference to Exhibit 10(y) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-04949)). 19 Insider Trading Policy (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 Compensation Recovery Policy (filed herewith).