UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2017
Commission File Number 1-4949
CUMMINS INC.
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| Indiana (State of Incorporation) | | 35-0257090 (IRS Employer Identification No.) |
500 Jackson Street
Box 3005
Columbus, Indiana 47202-3005
(Address of principal executive offices)
Telephone (812) 377-5000
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Name of each exchange on which registered |
| Common Stock, $2.50 par value | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer x | | Accelerated filer o | | Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting stock held by non-affiliates was approximately $27.2 billion at July 2, 2017. This value includes all shares of the registrant's common stock, except for treasury shares.
As of February 2, 2018, there were 165,683,334 shares outstanding of $2.50 par value common stock.
Documents Incorporated by Reference
Portions of the registrant's definitive Proxy Statement for its 2018 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission on Schedule 14A within 120 days after the end of 2017, will be incorporated by reference in Part III of this Form 10-K to the extent indicated therein upon such filing.
CUMMINS INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Cummins Inc. and its consolidated subsidiaries are hereinafter sometimes referred to as "Cummins," "we," "our," or "us."
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain parts of this annual report contain forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those that are based on current expectations, estimates and projections about the industries in which we operate and management’s beliefs and assumptions. Forward-looking statements are generally accompanied by words such as "anticipates," "expects," "forecasts," "intends," "plans," "believes," "seeks," "estimates," "could," "should" or words of similar meaning. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as "future factors," which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some future factors that could cause our results to differ materially from the results discussed in such forward-looking statements are discussed below and shareholders, potential investors and other readers are urged to consider these future factors carefully in evaluating forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Future factors that could affect the outcome of forward-looking statements include the following:
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| • | a sustained slowdown or significant downturn in our markets; |
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| • | changes in the engine outsourcing practices of significant customers; |
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| • | the development of new technologies that reduce demand for our current products and services; |
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| • | any significant additional problems in our engine platforms or aftertreatment systems; |
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| • | lower than expected acceptance of new or existing products or services; |
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| • | a slowdown in infrastructure development and/or depressed commodity prices; |
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| • | unpredictability in the adoption, implementation and enforcement of emission standards around the world; |
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| • | the actions of, and income from, joint ventures and other investees that we do not directly control; |
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| • | exposure to potential security breaches or other disruptions to our information technology systems and data security; |
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| • | a major customer experiencing financial distress; |
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| • | our plan to reposition our portfolio of product offerings through exploring strategic acquisitions and divestitures and related uncertainties of entering such transactions; |
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| • | supply shortages and supplier financial risk, particularly from any of our single-sourced suppliers; |
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| • | increasing competition, including increased global competition among our customers in emerging markets; |
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| • | policy changes in international trade; |
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| • | foreign currency exchange rate changes; |
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| • | variability in material and commodity costs; |
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| • | failure to realize expected results from our investment in Eaton Cummins Automated Transmission Technologies joint venture; |
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| • | political, economic and other risks from operations in numerous countries; |
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| • | global legal and ethical compliance costs and risks; |
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| • | aligning our capacity and production with our demand; |
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| • | product liability claims; |
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| • | increasingly stringent environmental laws and regulations; |
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| • | future bans or limitations on the use of diesel-powered vehicles; |
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| • | the price and availability of energy; |
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| • | the performance of our pension plan assets and volatility of discount rates; |
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| • | changes in accounting standards; |
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| • | our sales mix of products; |
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| • | protection and validity of our patent and other intellectual property rights; |
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| • | technological implementation and cost/financial risks in our increasing use of large, multi-year contracts; |
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| • | the outcome of pending and future litigation and governmental proceedings; |
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| • | continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and |
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| • | other risk factors described in Item 1A under the caption "Risk Factors." |
Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this annual report and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
PART I