8 unchanged sentences
Other Information
−Removed: (a) On February 12, 2024, the Talent Management and Compensation Committee (TMCC) of the Company's Board of Directors adopted a Deposit Share Program for 2024 (2024 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 2024 Program and agree to hold those newly acquired shares for four years.
−Removed: The 2024 Program replaces the previously disclosed Deposit Share Program that was adopted in 2023 but not implemented.
−Removed: In the 2024 Program, 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.
−Removed: The shares may be acquired in open market purchases or under certain equity compensation awards.
−Removed: The matching grants of restricted stock units will cliff vest on the fourth anniversary of the participation deadline if the participant has remained continuously employed and has satisfied the holding requirement for the newly acquired shares.
−Removed: The purposes of the 2024 Program include encouraging long-term retention and continuity and alignment of interests with the Company’s shareholders.
−Removed: The named executive officers who are eligible to participate in the 2024 Program include Jennifer W.
−Removed: Rumsey, Chair and Chief Executive Officer, and Mark Smith, Vice President and Chief Financial Officer, with designated ranges for newly acquired shares and matching restricted stock units of 100 percent-200 percent and 75 percent-150 percent, respectively, of base salary.
−Removed: The preceding description is a summary only and is qualified in its entirety by the 2024 Program, which is filed as Exhibit 10(y) to this Annual Report on Form 10-K and incorporated herein by reference.
(b) During the fourth quarter of 2024, none of our directors or executive officers adopted or terminated any “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ” (as each term is defined in Item 408(a) of Regulation S-K).
33 unchanged sentences
Exhibits and Financial Statement Schedules
−Removed: (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":
+Added: Financial Statements
+Added: 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
6 unchanged sentences
• Notes to the Consolidated Financial Statements
−Removed: (b) Financial Statement Schedules
+Added: 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.
−Removed: (c) The exhibits listed in the following Exhibit Index are filed as part of this Annual Report on Form 10-K.
+Added: The exhibits listed in the following Exhibit Index are filed as part of this Annual Report on Form 10-K.
Description of Exhibit
22 unchanged sentences
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.
+Added: Sixth Supplemental Indenture, dated as of February 20, 2024, between Cummins Inc.
+Added: Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Cummins Inc.
+Added: with the Securities and Exchange Commission on February 20, 2024 (File No.
+Added: Seventh Supplemental Indenture, dated as of February 20, 2024, between Cummins Inc.
+Added: Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Cummins Inc.
+Added: with the Securities and Exchange Commission on February 20, 2024 (File No.
+Added: Eighth Supplemental Indenture, dated as of February 20, 2024, between Cummins Inc.
+Added: Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Cummins Inc.
+Added: with the Securities and Exchange Commission on February 20, 2024 (File No.
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.
−Removed: Amendment to the Cummins Inc.
−Removed: 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.
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.
2 unchanged sentences
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.
−Removed: Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to th e Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2023 (File No.
+Added: Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2023 (File No.
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.
2 unchanged sentences
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.
−Removed: Form of Long-Term Grant Notice under the 2012 Omnibus Incentive Plan (filed herewith).
+Added: 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.
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 Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.
−Removed: Form of Restricted Stock Unit Award Agreement under the 2012 Omnibus Incentive Plan (filed herewith).
−Removed: Key Employee Stock Investment Plan (incorporated by reference to Exhibit 10 to Cummins Inc.'s Quarterly Report on Form 10- Q for the quarter ended September 30 , 202 3 (File No.
−Removed: 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.
−Removed: with the Securities and Exchange Commission on June 7 , 202 3 (File No.
−Removed: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 333-280729)).
+Added: 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.
−Removed: with the Securities and Exchange Commission on August 18, 2021 (File No.
−Removed: Amendment No.
−Removed: 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.
+Added: with the Securities and Exchange Commission on June 3, 2024 (File No.
+Added: 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.
−Removed: with the Securities and Exchange Commission on August 19, 2022 (File No.001-04949)).
+Added: with the Securities and Exchange Commission on June 3, 2024 (File No.
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.
−Removed: 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.
−Removed: with the Securities and Exchange Commission on July 19, 2022 (File No.
−Removed: 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.
−Removed: (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc.
−Removed: with the Securities and Exchange Commission on September 30, 2022 (File No.001-04949)).
−Removed: Amendment No.
−Removed: 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.
−Removed: with the Securities and Exchange Commission on February 15, 2023 (File No.
−Removed: Guaranty, dated as of September 30, 2022, by Cummins Inc.
−Removed: in favor of Bank of America, N.A., as administrative agent for the lenders party to the Credit Agreement.
−Removed: (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Cummins Inc.
−Removed: with the Securities and Exchange Commission on September 30, 2022 (File No.001-04949)).
−Removed: Deposit Share Program, dated as of February 12, 2024 (filed herewith).
+Added: 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.
+Added: Insider Trading Policy (filed herewith).
Subsidiaries of the Registrant (filed herewith).
15 unchanged sentences
* Filed with this annual report on Form 10-K are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language):
−Removed: (i) the Consolidated Statements of Net Income for the years ended December 31, 2023, 2022 and 2021, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, (iii) the Consolidated Balance Sheets for the years ended December 31, 2023 and 2022, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, (v) the Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, 2023, 2022 and 2021, (vi) Notes to the Consolidated Financial Statements and (vii) the information included in Part II, Item 9B(b).
+Added: (i) the Consolidated Statements of Net Income for the years ended December 31, 2024, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iii) the Consolidated Balance Sheets for the years ended December 31, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022, (v) the Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, 2024, 2023 and 2022, (vi) Notes to the Consolidated Financial Statements, (vii) the information included in Part I, Item 1C and (viii) the information included in Part II, Item 9B(b).
Form 10-K Summary (optional)
24 unchanged sentences
* February 11, 2025
−Removed: Dobbs Director
−Removed: * February 12, 2024
Fisher Director
8 unchanged sentences
* February 11, 2025
−Removed: Nelson Director
−Removed: * February 12, 2024
Quintos Director
+Added: * February 11, 2025
+Added: Stone Director
Attorney-in-fact
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.