CUMMINS INC 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2021, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management's Report on Internal Control Over Financial Reporting The information required by Item 9A relating to Management's Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm is incorporated herein by reference to the information set forth under the captions "Management's Report on Internal Control Over Financial Reporting" and "Report of Independent Registered Public Accounting Firm," respectively, under Item 8. ITEM 9B. Other Information None. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 is incorporated by reference to the relevant information under the captions "Corporate Governance," "Election of Directors" in our 2022 Proxy Statement, which will be filed within 120 days after the end of 2021. Information regarding our executive officers may be found in Part 1 of this annual report under the caption "Information About Our Executive Officers." Except as otherwise specifically incorporated by reference, our Proxy Statement is not deemed to be filed as part of this annual report. ITEM 11. Executive Compensation The information required by Item 11 is incorporated by reference to the relevant information under the caption "Executive Compensation" in our 2022 Proxy Statement, which will be filed within 120 days after the end of 2021. 112 Table of Contents ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information concerning our equity compensation plans at December 31, 2021, was as follows: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders 3,213,175 $ 143.51 5,309,472 (1) The number is comprised of 2,743,098 stock options, 440,149 performance shares and 29,928 restricted shares. See Note 18, "STOCK INCENTIVE AND STOCK OPTION PLANS," to the Consolidated Financial Statements for a description of how options and shares are awarded. (2) The weighted-average exercise price relates only to the 2,743,098 stock options. Performance and restricted shares do not have an exercise price and, therefore, are not included in this calculation. We have no equity compensation plans not approved by security holders. The remaining information required by Item 12 is incorporated by reference to the relevant information under the caption "Stock Ownership of Directors, Management and Others" in our 2022 Proxy Statement, which will be filed within 120 days after the end of 2021. ITEM 13. Certain Relationships, Related Transactions and Director Independence The information required by Item 13 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Other Information-Related Party Transactions" in our 2022 Proxy Statement, which will be filed within 120 days after the end of 2021. ITEM 14. Principal Accounting Fees and Services The information required by Item 14 is incorporated by reference to the relevant information under the caption "Selection of Independent Public Accountants" in our 2022 Proxy Statement, which will be filed within 120 days after the end of 2021. PART IV ITEM 15. Exhibits, Financial Statement Schedules (a) The following Consolidated Financial Statements and schedules filed as part of this report can be found in Item 8 "Financial Statements and Supplementary Data": • Management's Report to Shareholders • Report of Independent Registered Public Accounting Firm • Consolidated Statements of Net Income for the years ended December 31, 2021, 2020 and 2019 • Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 • Consolidated Balance Sheets at December 31, 2021 and 2020 • Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 • Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019 • Notes to the Consolidated Financial Statements (b) Financial Statement Schedules Separate financial statement schedules were omitted because such information was inapplicable or was included in the financial statements or notes described above. 113 Table of Contents (c) The exhibits listed in the following Exhibit Index are filed as part of this Annual Report on Form 10-K. CUMMINS INC. Exhibit No. Description of Exhibit 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) First Supplemental Indenture, dated as of September 24, 2013, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 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) 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 (d) 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 (e) 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 (f) 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 (g) Description of Capital Stock (incorporated by reference to Exhibit 4(d) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04949)). 10 (a)# 2003 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(a) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-04949)). 10 (b)# Target Bonus Plan (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-04949)). 10 (c)# 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 (d)# 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 , 20 21 (File No. 001-04949)). 10 (e)# 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 ( f )# 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 , 20 21 (File No. 001-04949)). 10 ( g )# Excess Benefit Retirement Plan, as amended (incorporated by reference to Exhibit 10(g) to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014 (File No. 001-04949)). 10 ( h )# Cummins Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10(i) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04949)). 10 ( i )# Longer Term Performance Plan (incorporated by reference to Exhibit 10(i) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-04949)). 10 ( j )# 2006 Executive Retention Plan, as amended (incorporated by reference to Exhibit 10(j) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-04949)). 10 ( k )# Senior Executive Target Bonus Plan (incorporated by reference to Exhibit 10(k) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-04949)). 10 ( l )# Senior Executive Longer Term Performance Plan (incorporated by reference to Exhibit 10(l) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-04949)). 10 ( m )# Form of Stock Option Agreement under the 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10(m) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009) (File No. 001-04949). 10 ( n )# Form of Long-Term Grant Notice under the 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 29, 2020 (File No. 001-04949)). 10 ( o )# 2012 Omnibus Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10 to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018 (File No. 001-04949)). 114 Table of Contents 10 ( p )# Form of Stock Option Agreement under the 2012 Omnibus Incentive Plan ( incorporated by reference to Exhibit 10(q) to C ummins Inc.'s Annual Report o n Form 10-K for th e year ended December 3 1 , 2020 (File No. 001- 0 4949) ). 10 ( q )# Key Employee Stock Investment Plan ( incorporated by reference to Exhibit 1 0 (r) to Cu mmins Inc.'s Annual Report on Form 10-K for the year ended December 3 1, 2020 (File No. 001- 0 4949) ). 10 ( r )# Third Amended and Restated 364-Day 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 10.1 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 )# 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 ( 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)). 21 Subsidiaries of the Registrant (filed herewith). 23 Consent of PricewaterhouseCoopers LLP (filed herewith). 24 Powers of Attorney (filed herewith). 31 (a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31 (b) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32 Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 101 .INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101 .SCH* Inline XBRL Taxonomy Extension Schema Document. 101 .CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101 .DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101 .LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101 .PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _______________________________________________ # A management contract or compensatory plan or arrangement. * Filed with this annual report on Form 10-K are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Net Income for the years ended December 31, 2021, 2020 and 2019, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019, (iii) the Consolidated Balance Sheets for the years ended December 31, 2021 and 2020, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019, (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019 and (vi) Notes to the Consolidated Financial Statements. ITEM 16. Form 10-K Summary (optional) Not Applicable. 115 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CUMMINS INC. By: /s/ MARK A. SMITH By: /s/ CHRISTOPHER C. CLULOW Mark A. Smith Vice President and Chief Financial Officer (Principal Financial Officer) Christopher C. Clulow Vice President—Corporate Controller (Principal Accounting Officer) Date: February 8, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ N. THOMAS LINEBARGER Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) February 8, 2022 N. Thomas Linebarger /s/ MARK A. SMITH Vice President and Chief Financial Officer (Principal Financial Officer) February 8, 2022 Mark A. Smith /s/ CHRISTOPHER C. CLULOW Vice President—Corporate Controller (Principal Accounting Officer) February 8, 2022 Christopher C. Clulow * February 8, 2022 Robert J. Bernhard Director * February 8, 2022 Franklin R. ChangDiaz Director * February 8, 2022 Bruno V. Di Leo Allen Director * February 8, 2022 Stephen B. Dobbs Director * February 8, 2022 Carla A. Harris Director * February 8, 2022 Robert K. Herdman Director * February 8, 2022 Alexis M. Herman Director * February 8, 2022 Thomas J. Lynch Director * February 8, 2022 William I. Miller Director * February 8, 2022 Georgia R. Nelson Director * February 8, 2022 Kimberly A. Nelson Director * February 8, 2022 Karen H. Quintos Director *By: /s/ MARK A. SMITH Mark A. Smith Attorney-in-fact 116