What changed in this filing

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Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-08 · 50 added, 23 removed, 146 unchanged (33% of the section changed)

2 unchanged sentences

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).

Our evaluation did not include an assessment of disclosure controls and procedures that are subsumed by and did not include an assessment of internal control over financial reporting as it relates to Meritor, Inc.

(Meritor), which was acquired on August 3, 2022.

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.

Except as described below, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2022, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On August 3, 2022, we completed the acquisition of Meritor.

As part of our ongoing integration of the Meritor business, we are continuing to incorporate our controls and procedures into Meritor and to augment our company-wide controls to reflect the risks inherent in an acquisition of this type.

As permitted by the SEC staff guidance for newly acquired businesses, our report on our internal control over financial reporting for the year ending December 31, 2022, includes a scope exception that excludes the acquired Meritor business in order for management to have sufficient time to evaluate and implement our internal control structure over the operations of the Meritor business.

Management's Report on Internal Control Over Financial Reporting

1 unchanged sentence

Other Information

On February 13, 2023, the Talent Management and Compensation Committee (TMCC) of the Company's Board of Directors adopted a Deposit Share Program (Program) under which designated participants, including certain of the Company’s named executive officers, will be eligible to receive matching grants of restricted stock units if they commit newly acquired shares of the Company’s common stock within a designated range to the Program and agree to hold those newly acquired shares for five years.

The number of newly acquired shares in the designated range will be based on percentages of the participants’ base salaries approved by the TMCC, divided by the average closing price per share of the Company’s common stock over a 20 trading day period.

The shares may be acquired in open market purchases or under certain equity compensation awards.

The matching grants of restricted stock units will cliff vest on the fifth anniversary of the participation deadline if the participant has remained continuously employed and has satisfied the holding requirement for the newly acquired shares.

The purposes of the Program include encouraging long-term retention and continuity and alignment of interests with the Company’s shareholders.

The named executive officers who are eligible to participate in the Program include Jennifer W.

Rumsey, President and Chief Executive Officer, Mark Smith, Vice President and Chief Financial Officer, and Srikanth Padmanabhan, Vice President and President – Engine Business, with designated ranges for newly acquired shares and matching restricted stock units of 100 percent-200 percent, 65 percent-150 percent and 65 percent-150 percent, respectively, of base salary.

The preceding description is a summary only and is qualified in its entirety by the Program, which is filed as Exhibit 10(y) to this Annual Report on Form 10-K and incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

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.

The information required by Item 10 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Election of Directors" in our 2023 Proxy Statement, which will be filed within 120 days after the end of 2022.

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.

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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.

Exhibits, Financial Statement Schedules

The information required by Item 14 is incorporated by reference to the relevant information under the caption "Ratification of Independent Public Accountants" in our 2023 Proxy Statement, which will be filed within 120 days after the end of 2022.

Exhibits and 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":

5 unchanged sentences

• Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

• Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019

• Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, 2022, 2021 and 2020

• Notes to the Consolidated Financial Statements

3 unchanged sentences

Description of Exhibit

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 ) ).

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.

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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.

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) ).

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) ).

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.

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.

Key Employee Stock Investment Plan (incorporated by reference to Exhibit 10(r) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

Fourth Amended and Restated 364-Day 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 10.1 to the Current Report on Form 8-K filed by Cummins Inc.

with the Securities and Exchange Commission on August 19, 2022 (File No.

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.

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.

2 unchanged sentences

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.

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.

Incremental 364-Day 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 10.2 to the Current Report on Form 8-K filed by Cummins Inc.

with the Securities and Exchange Commission on August 19, 2022 (File No.

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)).

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)).

Deposit Share Program , dated as of February 13, 2023 (filed herewith).

Subsidiaries of the Registrant (filed herewith).

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* 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.

(i) the Consolidated Statements of Net Income for the years ended December 31, 2022, 2021 and 2020, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020, (iii) the Consolidated Balance Sheets for the years ended December 31, 2022 and 2021, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, (v) the Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, 2022, 2021 and 2020 and (vi) Notes to the Consolidated Financial Statements.

Form 10-K Summary (optional)

1 unchanged sentence

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.

/s/ CHRISTOPHER C.

/s/ LUTHER E.

Vice President and Chief Financial Officer

(Principal Financial Officer)

Christopher C.

Vice President—Corporate Controller

3 unchanged sentences

Signatures Title Date

THOMAS LINEBARGER Chairman of the Board of Directors and Chief Executive Officer

/s/ JENNIFER RUMSEY President and Chief Executive Officer

(Principal Executive Officer) February 14, 2023

Thomas Linebarger

Jennifer Rumsey

SMITH Vice President and Chief Financial Officer

(Principal Financial Officer) February 14, 2023

/s/ CHRISTOPHER C.

CLULOW Vice President—Corporate Controller

/s/ LUTHER E.

PETERS Vice President—Corporate Controller

(Principal Accounting Officer) February 14, 2023

Christopher C.

* February 14, 2023

Bernhard Director

Thomas Linebarger Chairman of the Board and Executive Chairman

* February 14, 2023

ChangDiaz Director

Belske Director

* February 14, 2023

Bernhard Director

* February 14, 2023

Di Leo Allen Director

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* February 14, 2023

Herman Director

* February 8, 2022

Lynch Director

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures