Print PagePART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Our common stock, par value $2.50 per share, is listed on the NYSE under the symbol ‘‘CMI.’’ For information about the quoted market prices of our common stock, information regarding dividend payments and the number of common stock shareholders, see Selected Quarterly Financial Data on page 108 of this report. For other matters related to our common stock and shareholders’ equity, see Notes 15 and 16 to the Consolidated Financial Statements.
(b) Use of proceeds—not applicable.
(c) The following information is provided pursuant to Item 703 of Regulation S-K:
| ISSUER PURCHASES OF EQUITY SECURITIES | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period | (a) Total Number of Shares Purchased(1) |
(b) Average Price Paid per Share(2) |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(3) |
||||||||||
| October 1 – November 4, 2007 | 220,000 | $ | 60.50 | 220,000 | 1,919,914 | |||||||||
| November 5 – December 2, 2007 | 1,864,354 | 59.32 | 1,864,154 | 58,816 | ||||||||||
| December 3 – December 31, 2007 | 18,558 | 59.51 | 15,846 | 47,758 | ||||||||||
| Total | 2,102,912 | $ | 59.44 | 2,100,000 | ||||||||||
| |
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| (1) | Shares purchased represent shares under the 2006 Board authorized repurchase program (8 million shares after adjusting for a two-for-one stock split on April 9, 2007 and an additional two-for-one stock split on January 2, 2008) and the Key Employee Stock Investment Plan established in 1969 (there is no maximum repurchase limitation in this plan). The 2006 repurchase plan was completed in December 2007. |
| (2) | The average price paid per share has been adjusted for the impact of a two-for-one stock split on April 9, 2007 and an additional two-for-one stock split on January 2, 2008. |
| (3) | These values reflect the sum of shares remaining to be purchased under the 2006 Board authorized repurchase plan and shares held in loan status for our Key Employee Stock Investment Plan. The $500 million repurchase program authorized by the Board of Directors in 2007 does not limit the number of shares that may be purchased and was excluded from this column. |
In July 2006, the Board of Directors gave us authorization to acquire up to two million shares (eight million shares adjusted for the impact of a two-for-one stock split on April 9, 2007 and an additional two-for-one stock split on January 2, 2008) of Cummins common stock in addition to what had been acquired under previous authorizations. We completed the 2006 repurchase in December 2007. In December 2007, the Board of Directors authorized us to acquire an additional $500 million worth of Cummins common stock beginning in 2008.
During the fourth quarter of 2007, we repurchased 2,912 shares (adjusted for the two-for-one stock split on January 2, 2008) from employees in connection with the Key Employee Stock Investment Plan which allows certain employees, other than officers, to purchase shares of common stock on an installment basis up to an established credit limit. Loans are issued for five-year terms at a fixed interest rate established at the date of purchase and may be refinanced after its initial five-year period for an additional five-year period. Participants must hold shares for a minimum of six months from date of purchase and after shares are sold must wait six months before another share purchase may be made. There is no maximum amount of shares that we may purchase under this plan. During the fourth quarter of 2007, we issued no shares of restricted stock.
According to our bylaws, we are not subject to the provisions of the Indiana Control Share Act. However, we are governed by certain other laws of the State of Indiana applicable to transactions involving a potential change of control of the company.
Performance Graph (Unaudited)
The following Performance Graph and related information shall not be deemed ‘‘soliciting material’’ or to be ‘‘filed’’ with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
The following graph compares the cumulative total shareholder return on Cummins Inc.’s Common Stock for the last five fiscal years with the cumulative total return on the S&P 500 Index and an index of peer companies selected by us. Each of the three measures of cumulative total return assumes reinvestment of dividends. The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our stock.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG CUMMINS, INC.,
S&P 500 INDEX AND PEER GROUP INDEX
