1. description of the plan
The following description of the Cummins Inc. and Affiliates Retirement and Savings Plan for Salaried and Non-Bargaining Hourly Employees (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan designed to provide participants with a systematic method of savings and at the same time enable such participants to benefit from contributions made to the Plan by Cummins Inc. and Affiliates (collectively, the “Company”). Eligible employees are salaried and non-bargaining hourly employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Master Trust
The Cummins Inc. and Affiliates Retirement and Savings Plans Master Trust (“Master Trust”) holds the assets of the Plan and the following Company-sponsored plans:
Cummins Inc. and Affiliates Retirement and Savings Plan for Bargaining Unit Employees;
Cummins Inc. and Affiliates Retirement and Savings Plan for Onan Corporation Employees;
Cummins Inc. and Affiliates Retirement and Savings Plan for Consolidated Diesel Company, Inc. Employees; and
Nelson Retirement and Savings Plan
The trustee for the Master Trust is State Street Corporation. As participants transfer between different locations within the Company, their related Plan account transfers to the appropriate Plan, if applicable. The Onan Profit Sharing Plan and Cummins Inc. and Affiliates Retirement and Savings Plan for Onan Corporation Employees merged into the Plan as of December 19, 2007 and December 31, 2007, respectively. Such transfers are reflected in the accompanying financial statements as “Fund transfers with Affiliate Plans”.
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CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
Contributions
Participants may contribute up to 50% of their eligible pay through a combination of pre-tax and after-tax contributions. Participants may direct their contributions in any of twenty-one investment options, including Cummins Inc. common stock.
Matching Contribution
The Company matches participant contributions in amounts ranging from 50% of the first $900 of participant wages contributed to 50% of the first 6%, or 50% of the first 2% of participant wages contributed, based on the participant’s employing company, as defined. The matching contribution is made in the form of cash or Company stock, based on the participant’s employing company, as defined. The entire amount of Company stock received as a match is available for diversification.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Company’s contributions and an allocation of Plan earnings. Allocations of Plan earnings are made daily and are based upon the participant’s weighted average account balance for the day, as described in the Plan document.
Vesting
Participants are fully vested in all employee and employer contributions and earnings thereon at all times.
Benefit Payments
Upon termination of employment or retirement, account balances are paid either as a lump-sum distribution or annual installments not to exceed the lesser of 15 years or the life expectancy of the participant and/or joint life expectancy of the participant and beneficiary, and commence no later than the participant reaching age 70-1/2. The Plan also permits hardship withdrawals from participant pre-tax contributions and actual earnings thereon. Participants may also withdraw their after-tax contributions.
Voting Rights
Each participant is entitled to exercise voting rights attributable to the Company shares allocated to his or her account. The Trustee shall vote all Company shares for which no voting instructions were received in the same manner and proportion as the shares for which voting instructions were received.
6
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
Participant Loans
A participant can obtain a loan up to a maximum of the lesser of $50,000 or 50% of the participant’s account balance. Loans are secured by the participant’s account balance and bear interest at the prime rate plus one percent, and mature no later than 4½ years from the date of the loan.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan have been prepared on an accrual basis of accounting.
Investments
The Plan’s investment in the Master Trust is stated at fair value based on the fair value of the underlying investments of the Master Trust, determined primarily by quoted market prices, except for the fixed income fund. The fixed income fund consists primarily of insurance contracts and bank investment contracts with various companies. Insurance contracts and bank contracts are nontransferable, but provide for benefit-responsive withdrawals by plan participants at contract value. Alternative investment contracts consist of investments together with contracts under which a bank or other institution provides for benefit-responsive withdrawals by plan participants at contract value. Fair value is determined using a discounted cash flow method by considering such factors as the benefit-responsiveness of the investment contracts, the ability of the parties to perform in accordance with the terms of the contracts, and the likelihood that plan-directed withdrawals would cause payment to plan participants to be at amounts other than contract value. There are no limitations on liquidity guarantees and no valuation reserves are being recorded to adjust contract amounts.
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CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
Allocation of Master Trust Assets and Transactions
The investment income and expenses of the Master Trust are allocated to each plan based on the relationship of the Plan’s investment balances to the total Master Trust investment balances.
Use of Estimates
The preparation of financial statements, in accordance with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
The Master Trust invests in various securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Payment of Benefits
Benefit payments are recorded when paid.
Administrative Expenses
Substantially all costs of administering the Plan are paid by the Company.
Reclassifications
Certain prior year amounts have been reclassified herein to conform to the current method of presentation.
8
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
3. INVESTMENTS IN MASTER TRUST
The Plan’s investments are held in the Master Trust. At December 31, 2007 and 2006, the Plan’s interest in the net assets of the Master Trust was 67.8% and 59.1%, respectively. The following investments are held by the Master Trust as of December 31:
| | | |
| | | |
| 2007 | | 2006 |
| | | |
Cummins Inc. Common Stock Fund | $ | 243,342,978 | | $ | 149,069,879 |
Cummins Inc. common stock - ESOP fund | | | |
(non-participant directed) | 85,089,690 | | 67,973,065 |
Fixed income fund | 350,099,530 | | 346,161,583 |
Common / collective trust fund | 169,049,248 | | 172,121,130 |
Registered investment companies | 834,577,180 | | 690,909,492 |
| | | |
Total | $ | 1,682,158,626 | | $ | 1,426,235,149 |
| | | |
The fixed income fund portion of the Master Trust comprises several fully benefit-responsive insurance and investment contracts. This fund includes both open-ended, security-backed investments as well as closed-ended, general account investments maturing through 2009. The contracts have varying yields which averaged 6.05 percent and 4.87 percent during the years ended December 31, 2007 and 2006, respectively. The contracts have varying crediting interest rates which averaged 5.16 percent and 4.93 percent during the years ended December 31, 2007 and 2006, respectively. The crediting interest rates adjust on varying intervals by contract. There are no reserves against contract value for credit risk of the contract issuer or otherwise.
The fixed income fund’s key objectives are to provide preservation of principal, maintain a stable interest rate, and provide daily liquidity at contract value for participant withdrawals and transfers in accordance with the provision of the Plans. To accomplish these objectives, the fixed income fund invests primarily in investment contracts such as traditional guaranteed investment contracts (GICs) and wrapper contracts (also known as synthetic GICs). In a traditional GIC, the issuer takes a deposit from the fixed income fund and purchases investments that are held in the issuer’s general account. The issuer is contractually obligated to repay the principal and a specified rate of interest guaranteed to the fixed income fund.
9
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
In a wrapper contract structure, the underlying investments are owned by the fixed income fund and held in trust for participants. The fixed income fund purchases a wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate (which is the rate earned by participants in the fixed income fund for the underlying investments). The issuer of the wrapper contract provides assurance that the adjustments to the interest crediting rate do not result in a future interest crediting rate that is less than zero. An interest crediting rate less than zero would result in a loss of principal or accrued interest.
The key factors that influence future interest crediting rates for a wrapper contract include the level of market interest rates, the amount and timing of participant contributions, transfers, and withdrawals into and out of the wrapper contract, the investment returns generated by the fixed income investments that back the wrapper contract and the duration of the underlying investments backing the wrapper contract. Wrapper contracts’ interest crediting rates are typically reset on a monthly or quarterly basis. While there may be slight variations from one contract to another, most wrapper contracts use a formula to determine the interest crediting rate that is based on the specific factors as aforementioned. Over time, the crediting rate formula amortizes the fixed income fund’s realized and unrealized market value gains and losses over the duration of the underlying investments.
Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they can have a material impact on the wrapper contract’s interest crediting rate. In addition, participant withdrawals and transfers from the fixed income fund are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting gains and losses in the market value of the underlying investments relative to the wrapper contract values are represented in the Statements of Net Assets Available for Benefits as “Adjustment from fair value to contract value”. If the adjustment from fair value to contract value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. The embedded market value losses will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the adjustment from fair value to contract value is negative, this indicates that the wrapper contract value is less than the market value of the underlying investments. The amortization of the embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.
10
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
All wrapper contracts provide for a minimum interest crediting rate of zero percent. In the event that the interest crediting rate should fall to zero and the requirements of the wrapper contract are satisfied, the wrapper issuers will pay to the Plans the shortfall needed to maintain the interest crediting rate at zero. This helps to ensure that participants’ principal and accrued interest will be protected.
In certain circumstances, the amount withdrawn from the wrapper contract would be payable at fair value rather than at contract value. These events include termination of the Plans, a material adverse change to the provisions of the Plans, if the employer elects to withdraw from a wrapper contract in order to switch to a different investment provider, or if the terms of a successor plan (in the event of the spin-off or sale of a division) do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract. These events described herein that could result in the payment of benefits at market value rather than contract value are not probable of occurring in the foreseeable future.
Examples of events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plans’ loss of its qualified status, uncured material breaches of responsibilities, or material and adverse changes to the provisions of the Plans. If one of these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments (or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula).
The contracts’ aggregate fair values were approximately $2,900,000 and $5,770,000 lower than the reported contract values at December 31, 2007 and 2006, respectively.
11
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
Investments that represent 5% or more of the Master Trust’s assets are separately identified as follows:
| | | | | |
| | | �� |
| 2007 | | 2006 |
| | | |
American Funds Growth Fund of America | $ | 124,172,394 | | $ | 103,839,262 |
Cummins Inc. Common Stock Fund | 328,432,668 | | 217,042,944 |
NTGI S & P 500 Index Fund | 169,049,248 | | 172,121,130 |
Vanguard International Fund | 94,507,210 | | 72,459,503 |
Vanguard Wellington Admiral Shares Fund | 260,172,016 | | 242,371,382 |
Aegon Wrapped Investment Contract | 103,907,261 | | -0- |
Royal Bank of Canada Wrapped | | | |
Investment Contract | 103,907,261 | | -0- |
State Street Bank Wrapped Investment | | | |
Contract | 103,907,261 | | -0- |
Other | 394,103,307 | | 618,400,928 |
| | | |
Total | $ | 1,682,158,626 | | $ | 1,426,235,149 |
| | | |
Investment income for the Master Trust for the year ended December 31, 2007 is as follows:
| |
| |
Net appreciation in fair value of investments: | |
Cummins Inc. Common Stock Fund | $ | 178,109,048 |
Cummins Inc. common stock - ESOP fund | |
(non-participant directed) | 47,378,919 |
Common / collective trust fund | 9,487,199 |
Registered investment companies | 55,247,320 |
| |
Interest | 16,594,921 |
Dividends | 2,081,902 |
Dividends from Cummins Inc. common stock - | |
ESOP fund (non-participant directed) | 1,649,137 |
| |
Additional changes in net assets related to non-participant directed investments in the Master Trust for the year ended December 31, 2007 include transfers of Cummins Inc. common stock from unallocated status to allocated status totaling $29,673,397.
12
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
4. ESOP FUND
The Master Trust established an Employee Stock Ownership Plan (“ESOP”) Trust account in July 1989 to purchase 2,362,206 shares of the Company’s common stock in exchange for a $75,000,000 note secured by the shares. The note payable was repaid in November 2002 by the Company and the Company concurrently entered into a $50,950,000 note with the ESOP Trust. This note is secured by the remaining unallocated shares in the ESOP Trust. The interest rate on the note is 5.61% with a maturity date of January 2010. Loan principal payments for the next five years and thereafter are as follows:
Year | | Amount |
| | |
2008 | $ | 6,923,366 |
2009 | | 9,500,000 |
2010 | | 3,150,000 |
| | |
| $ | 19,573,366 |
The ESOP contains shares allocated to participants in the Plan, as well as shares not yet allocated as the shares represent security for the ESOP note. As payments are made on the ESOP note, shares are released from unallocated status and are available to be allocated to Plan participants according to provisions contained in the Plan Document.
The following is the Master Trust’s investment in Cummins Inc. common stock – ESOP Fund (including cash) at December 31:
| 2007 | | 2006 |
| | Allocated | | Unallocated | | Allocated | | Unallocated |
| | | | | | | | |
Number of shares | | 1,049,845 | | 667,109 | | 432,036 | | 568,501 |
| | | | | | | | |
Cost | $ | 22,880,229 | $ | 10,639,834 | $ | 22,078,279 | $ | 18,834,298 |
| | | | | | | | |
Market | $ | 137,054,602 | $ | 85,089,690 | $ | 52,520,606 | $ | 67,973,065 |
| | | | | | | | |
13
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
5. TAX STATUS
The Plan received a favorable determination letter dated July 19, 2002 in which the Internal Revenue Service (“IRS”) stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the “Code”). The Plan has been amended since receiving that determination letter. The Company and its counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
6. RELATED PARTY TRANSACTIONS
Certain Master Trust investments are or were shares of mutual funds managed by State Street Corporation and shares of Cummins Inc. State Street Corporation is the Master Trust trustee. Cummins Inc. is the Plan Sponsor. Hewitt Associates, LLC serves as the Plans’ third party administrator. Blue & Co., LLC serves as the Plans’ auditor. INVESCO Institutional (N.A.) was the Plans’ investment manager of the fixed income fund, but the Plans changed to JPMorgan Asset Management during 2007. Transactions with these parties qualify as party-in-interest transactions.
7. contingency
The Plan was under audit by the U.S. Department of Labor at December 31, 2006. The Company has subsequently made certain changes within the Plan to resolve this process. The most significant change involved allocating additional shares of released but unallocated Company stock within the ESOP to participants. The Plan has been notified by the U.S. Department of Labor that the corrective measures taken have resolved the matters under audit.
14
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
8. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARD
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), which clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Plan does not expect the adoption of FAS 157 to have a material impact on the amounts reported in the financial statements, however, additional disclosures will be required to describe the inputs used to develop the measurements of fair value and the effect of certain measurements reported in the financial statements.
9. reconciliation of financial statements to form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
| | 2007 | | 2006 |
As reported per the financial statements | $ | 1,230,402,022 | $ | 832,758,929 |
Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts | | (1,587,076) | | (2,616,038) |
As reported per the Form 5500 | $ | 1,228,814,946 | $ | 830,142,891 |
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CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
The following is a reconciliation of plan interest in Cummins Inc. and Affiliates Retirement and Savings Plans Master Trust investment income per the financial statements to the Form 5500 for the year ended December 31, 2007:
As reported per the financial statements | $ | 206,492,630 |
Less: Adjustment from fair value to contract | | |
value for fully benefit-responsive investment | | |
contracts at December 31, 2007 | | (1,587,076) |
Add: Adjustment from fair value to contract | | |
value for fully benefit-responsive investment | | |
contracts at December 31, 2006 | | 2,616,038 |
As reported per the Form 5500 | $ | 207,521,592 |
CUMMINS INC. AND AFFILIATES
RETIREMENT AND SAVINGS PLAN
FOR SALARIED AND NON-BARGAINING HOURLY EMPLOYEES
See report of independent registered public accounting firm.
