Cummins (CMI) 10-K risk factor changes: FY2022 vs FY2021

During our [added: ongoing] discussions, the regulators turned their attention to other model years and other engines, most notably our pick-up truck applications for RAM 2500 and 3500 trucks for model years 2013 through [removed: 2018.][added: 2018 and Titan trucks for model years 2016 through 2019.]

We will continue to work together closely with the relevant regulators to develop and implement recommendations for improvement [added: and seek to reach further resolutions] as part of our ongoing commitment to compliance.

Due to the [removed: continuing nature of the formal review, our ongoing cooperation with the regulators and the] presence of many unknown facts and circumstances, we are not yet able to estimate [removed: the] [added: any further] financial impact of these matters.

It is possible that the consequences [removed: of any remediation plans] resulting from our formal review and these regulatory processes could have a material adverse impact on our results of operations and cash flows.

Our business benefits from free trade agreements, such as the United States-Mexico-Canada Agreement and the U.S. trade relationship with China, Brazil and France and efforts to withdraw from, or substantially modify such agreements or arrangements, in addition to the implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs (including, but not limited to, additional tariffs on the import of steel or aluminum and imposition of new or retaliatory tariffs against certain countries, including based on developments in [removed: U.S., China] [added: U.S.] and [removed: Russia] [added: China] relations), import or export licensing requirements and exchange controls or new barriers to entry, could limit our ability to capitalize on current and future growth opportunities in international markets, impair our ability to expand the business by offering new technologies, products and services, and could adversely impact our production costs, customer demand and our relationships with customers and suppliers.

Embargoes, sanctions and export control laws are changing rapidly for certain geographies, including with respect to [removed: China and Russia.][added: China.]

In particular, changing U.S. export controls and sanctions on China, as well as other restrictions affecting transactions involving China and Chinese [removed: parties and Russian and Russian] parties, could affect our ability to collect receivables, provide aftermarket and warranty support for our products, sell products and otherwise impact our reputation and business, any of which could have a material adverse effect on our results of operations, financial condition and cash flows.

[removed: corruption,] [added: Recent years have seen an increase in the development and enforcement of laws regarding trade compliance and anti-corruption,] such as the U.S. Foreign Corrupt Practices Act and similar laws from other countries, as well as new regulatory requirements regarding data privacy, such as the European Union General Data Protection Regulation.

In an effort to limit [removed: greenhouse gas] [added: GHG] emissions and combat climate change, multiple countries and cities have announced that they plan to implement a ban on the use in their countries or cities of diesel-powered products in the near or distant future.

We single source a [removed: significant] number of parts and raw materials critical to our business operations.

Delays may be caused by factors affecting our suppliers [removed: (including the COVID-19 pandemic,] [added: (including, but not limited to, raw material availability,] capacity constraints, port congestion, labor [removed: disputes,] [added: disputes or unrest, shortages of labor,] economic downturns, availability of [removed: credit or] [added: credit,] impaired financial [removed: condition),] [added: condition, sanctions/tariffs, pandemic restrictions, energy inflation/availability,] suppliers' allocations to other purchasers, weather emergencies, natural disasters, acts of government or acts of war or [removed: terrorism.][added: terrorism).]

In addition, the current economic environment has resulted, and may continue to result, in price volatility and [added: increased levels of] inflation of many of our raw material, transportation and other costs.

Further, the labor market for skilled manufacturing remains [removed: tight as the U.S. economy recovers after the COVID-19 pandemic shutdowns,] [added: tight,] and our labor costs have increased as a result.

In periods of weak [removed: demand] [added: demand,] we may face under-utilized capacity and un-recovered overhead costs, while in periods of strong demand we may experience unplanned costs and could fail to meet customer demand.

For [removed: 2021,] [added: 2022,] we recognized [removed: $506] [added: $349] million of equity, royalty and interest income from investees, compared to [removed: $452] [added: $506] million in [removed: 2020.][added: 2021.]

Approximately [removed: half] [added: one third] of our equity, royalty and interest income from investees is from three of our 50 percent owned joint ventures in China - Beijing Foton Cummins Engine Co., Ltd., Dongfeng Cummins Engine Company, Ltd. and Chongqing Cummins Engine Company, Ltd. Although a significant percentage of our net income is derived from these unconsolidated entities, we do not unilaterally control their management or their operations, which puts a substantial portion of our net income at risk from the actions or inactions of these entities.

Our truck manufacturers and OEM customers discontinuing outsourcing their engine supply needs, [added: experiencing] financial [removed: distress, particularly related to bankruptcy] [added: distress] or [added: experiencing] a change-in-control of one of our large truck OEM customers, could have a material adverse impact on our results of operations, financial condition and cash flows.

Despite their own engine manufacturing abilities, these customers have historically chosen to outsource certain types of engine production to us due to the quality of our engine products, our emission compliance capabilities, our systems [removed: integration, their customers' preferences, their desire for cost reductions, their desire for eliminating production risks and their desire to maintain company focus.]

Any significant reduction in the level of engine production outsourcing from our truck manufacturer or OEM customers, financial distress of one of our large truck OEM customers due to [removed: bankruptcy or] a change-in-control, could likely lead to significant reductions in our sales volumes, commercial disputes, receivable collection issues, and other negative consequences that could have a material adverse impact on our results of operations, financial condition and cash flows.

See [removed: Note 13,] [added: NOTE 14,] "PRODUCT WARRANTY LIABILITY" to the *Consolidated Financial Statements* for additional information.

Additionally, higher material and commodity costs around the world [added: as well as elevated levels of inflation] may offset our efforts to reduce our cost structure.

While we customarily enter into financial transactions and contractual pricing adjustment provisions with our customers that attempt to address some of these [removed: risks (notably with respect to copper, platinum and palladium),] [added: risks,] there can be no assurance that commodity price fluctuations will not adversely affect our results of operations and cash flows.

[removed: In addition, while] [added: While] the use of commodity price hedging instruments and contractual pricing adjustments may provide us with some protection from adverse fluctuations in commodity prices, by utilizing these instruments, we potentially forego the benefits that might result from favorable fluctuations in price.

As a result, higher material and commodity costs, [removed: as well as hedging these commodity costs during periods of decreasing prices,] could result in declining margins.

The [added: ongoing energy transition away from fossil fuels and the] increased adoption of electrified powertrains in some market segments could result in lower demand for current diesel or natural gas engines and components and, over time, reduce the demand for related parts and service revenues from diesel or natural gas powertrains.

Furthermore, it is possible that we may not be successful in developing segment-leading electrified or alternate fuel powertrains and some of our existing customers [added: could choose to develop their own, or source from other manufacturers, and any of these factors could have a material adverse impact on our results of operations, financial condition and cash flows.]

[removed: could choose] [added: Failure] to [removed: develop their own, or source from other manufacturers,] [added: successfully integrate Meritor] and [removed: any of these factors] [added: / or realize the anticipated benefits] could have a material adverse impact on our results of operations, financial condition and cash flows.

[removed: While we maintain] insurance coverage with respect to certain product liability claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against product liability claims.

We compete with other companies both within and outside of our industry for talented personnel [added: in a highly competitive labor market,] and we may lose key personnel or fail to attract other talented personnel.

We may be adversely impacted by the effects of climate change and may incur increased costs and experience other impacts due to new or more stringent [removed: greenhouse gas] [added: climate change regulations, accords, mitigation efforts, GHG] regulations [added: or other legislation] designed to address climate change.

The scientific consensus indicates that emissions of [removed: greenhouse gases (GHG)] [added: GHG] continue to alter the composition of Earth’s atmosphere in ways that are affecting, and are expected to continue to affect, the global climate.

Concerns regarding climate change may lead to additional international, national, regional and local legislative and regulatory [removed: responses.][added: responses, accords and mitigation efforts.]

Various stakeholders, including legislators and regulators, shareholders and non-governmental organizations, are continuing to look for ways to reduce GHG [added: emissions, and consumers are increasingly demanding products and services resulting in lower GHG] emissions.

As the impact of any future [removed: GHG] [added: climate related] legislative or regulatory requirements on our global businesses and products is dependent on the timing, scope and design of the mandates or standards, we are currently unable to predict its potential impact which could have a material adverse effect on our results of operations, financial condition and cash flows.

[added: In] addition, some of these technologies are managed by third-party service providers and are not under our direct control.

[removed: These threats could result in unauthorized public disclosures of information, create financial liability, subject us to] legal or regulatory sanctions, disrupt our ability to conduct our business, result in the loss of intellectual property or damage our reputation with customers, dealers, suppliers and other stakeholders.

As [removed: a] [added: the] result of [removed: the COVID-19 pandemic] [added: changing market conditions,] a large percentage of our salaried employees continue to work remotely full or part-time.

- public health crises, including the spread of a contagious disease, such as [removed: COVID-19,] [added: future pandemics or epidemics, quarantines or shutdowns related to public health crises,] and other catastrophic events;

- changes in general economic and political conditions, including changes in relationship with the U.S., in countries where we operate, particularly in [removed: China, Russia] [added: China] and emerging markets.

In addition, there continues to be significant uncertainty about the future relationships between the U.S. and [removed: China and the U.S. and Russia,] [added: China,] including with respect to trade policies, treaties, government regulations and tariffs.

We have also been in communication with Environmental and Climate Change Canada regarding similar issues relating to some of these very same platforms.

In connection with these and other ongoing discussions with the EPA and CARB, we are developing a new software calibration and will recall model years 2013 through 2018 RAM 2500 and 3500 trucks.

We accrued $30 million for the RAM recall during the first quarter of 2022, an amount that reflected our current estimate of the cost of that recall.

We are also developing a new software calibration and hardware fix and will recall model years 2016 through 2019 Titan trucks.

We accrued $29 million for the Titan recall during the third quarter of 2022, an amount that reflected our current estimate of the cost of that recall.

Evolving environmental and climate change legislation and regulatory initiatives may adversely impact our operations, could impact the competitive landscape within our markets and could negatively affect demand for our products.

Concern over climate change has resulted in, and could continue to result in, new legal or regulatory requirements designed to reduce or mitigate the effects of greenhouse gas (GHG) emissions.

We may become subject to additional legislation, regulations or accords regarding climate change, and compliance with any new rules could be difficult and costly, including increased capital expenditures.

Our failure to successfully comply with any such legislation, regulation or accord could also impact our ability to compete in our markets and decrease demand for our products.

We may fail to successfully integrate the acquisition of Meritor and / or fail to fully realize all of the anticipated benefits, including enhanced revenue, earnings and cash flow from our acquisition which could have a material adverse impact on our results of operations, financial condition and cash flows.

The acquisition of Meritor will involve the integration of Meritor’s operations with our existing operations, and there are uncertainties inherent in such an integration.

We will be required to devote significant management attention and resources to integrating Meritor’s operations.

Our ability to fully realize all of the anticipated benefits, including enhanced revenue, earnings and cash flow, from our acquisition of Meritor will depend, in substantial part, on our ability to successfully integrate the products into our segments, launch the Meritor products around the world and achieve our projected sales goals.

While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve some or all of these objectives within our anticipated time frame or in the anticipated amounts.

If we are not able to successfully complete the integration of the Meritor business or implement our Meritor strategy, we may not fully realize the anticipated benefits, including enhanced revenue, earnings and cash flows, from this acquisition or such anticipated benefits may take longer to realize than expected.

As part of the purchase accounting associated with the acquisition, significant goodwill and intangible asset balances were recorded on the consolidated balance sheet.

If cash flows from the acquisition fall short of our anticipated amounts, these assets could be subject to non-cash impairment charges, negatively impacting our earnings.

The effects of climate change, including extreme weather events, long-term changes in temperature levels and water availability may exacerbate these risks.

In particular, increased levels of inflation, rising interest rates and concerns regarding a potential economic recession may result in increased operating costs and/or decreased levels of profitability.

The ongoing conflict between Russia and Ukraine, and the global response (including government bans or restrictions on doing business in Russia), could have a material adverse impact on our results of operations, financial condition and cash flows.

Given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including geopolitical risks such as the current conflict between Russia and Ukraine, may adversely affect our results of operations, financial condition and cash flows.

We suspended our commercial operations in Russia indefinitely, which resulted in a charge of $111 million during 2022 related to these actions.

As of December 31, 2022, we had no inventory and approximately $14 million of receivables in Russia, all of which are fully reserved.

In addition, we have cash balances of $66 million, some of which will be used to fund ongoing employee, tax and contract settlement obligations.

We may incur additional charges as conditions continue to evolve including with respect to our planned extrication from our relationship with KAMAZ Publicly Traded Company and its subsidiaries, including the unconsolidated joint venture.

In addition, we have experienced, and expect to continue to experience, an inability to collect customer receivables and may be the subject of litigation in connection with our suspension of commercial operations in Russia.

The broader consequences of this conflict, which may include further sanctions, embargoes, regional instability, and geopolitical shifts; potential retaliatory action by the Russian government against companies, including possible nationalization of foreign businesses in Russia; increased tensions between the United States and countries in which we operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted.

To the extent the current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening many other risks, any of which could materially and adversely affect our business and results of operations.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation, particularly with regard to raw material, transportation and labor price fluctuations; disruptions to our information technology environment, including through cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies and relations; disruptions in global supply chains; and our exposure to foreign currency exchange rate changes.

integration, their customers' preferences, their desire for cost reductions, their desire for eliminating production risks and their desire to maintain company focus.

While we maintain

Our business and operations are subject to interest rate risks and changes in interest rates can reduce demand for our products and increase borrowing costs.

Rising interest rates could have a dampening effect on overall economic activity and/or the financial condition of our customers, either or both of which could negatively affect customer demand for our products and our customers’ ability to repay obligations to us.

Rising interest rates may increase our cost of capital which could have material adverse effects on our financial condition and cash flows.

Climate change may exacerbate the frequency and intensity of natural disasters and adverse weather conditions, which may cause disruptions to our operations, including disrupting manufacturing, distribution and our supply chain.

These threats could result in unauthorized public disclosures of information, create financial liability, subject us to

- economic and political instability, including international conflicts, war, acts of terrorism or the threat thereof, political or labor unrest, civil unrest, riots or insurrections;

Additionally, we face increasing competition to develop innovative products that result in lower emissions.

Our further aid to emerging market customers could

Failure to meet environmental, social and governance (ESG) expectations or standards, or to achieve our ESG goals, could adversely affect our business, results of operations and financial condition.

The U.S. government’s pending rules and regulations concerning mandatory COVID-19 vaccination of U.S.-based employees of companies that work on or in support of federal contracts could materially and adversely affect our results of operations, financial condition and cash flows.

On September 9, 2021, President Biden issued an executive order requiring all employers with U.S. government contracts to ensure that their U.S.-based employees, contractors and subcontractors, that work on or in support of U.S. government contracts, are fully vaccinated against COVID-19 as required by the executive order.

The executive order includes on-site and remote U.S.-based employees, contractors and subcontractors and provides for limited medical and religious exceptions.

As of December 2021, the executive order has been put on hold by numerous federal courts, pending a final outcome by one or more federal appellate courts and possibly the U.S. Supreme Court.

In the meantime, we continue to track the status of our federal contracts and otherwise prepare for the possible implementation of the order.

It is currently not possible to predict with certainty the impact the executive order will have on our workforce if it survives the legal challenges.

Additional vaccine mandates may be announced in jurisdictions in which our businesses operate.

Our implementation of these requirements may result in attrition, including attrition of critically skilled labor, and difficulty securing future labor needs, which could materially and adversely affect our results of operations, financial condition and cash flows.

Recent years have seen an increase in the development and enforcement of laws regarding trade compliance and anti-

Our operations are subject to increasingly stringent environmental laws and regulations.

In particular, if the COVID-19 pandemic continues and results in extended periods of travel, commercial and other restrictions, we could continue to incur global supply disruptions.

In

markets.

If these countries add energy

The following is the discussion and analysis of changes in the financial condition and results of operations for fiscal year [removed: 2021] [added: 2022] compared to fiscal year [removed: 2020.][added: 2021.]

The discussion and analysis of fiscal year [removed: 2019] [added: 2020] and changes in the financial condition and results of operations for fiscal year [removed: 2020] [added: 2021] compared to fiscal year [removed: 2019] [added: 2020] that are not included in this Form 10-K may be found in Part II, ITEM 7 of our [removed: Annual] [added: [Annual] Report on Form [removed: 10-K] [added: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000002617222000008/cmi-20211231.htm)] for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] filed with the Securities and Exchange Commission (SEC) on February [removed: 10, 2021.][added: 8, 2022.]

We are a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, [added: axles, drivelines, brakes, suspension systems,] electric power generation systems, batteries, electrified power systems, [added: electric powertrains,] hydrogen production and fuel cell products.

We have long-standing relationships with many of the leading manufacturers in the markets we serve, including PACCAR Inc, [added: Traton Group (formerly] Navistar International [removed: Corporation,] [added: Corporation),] Daimler Trucks North America and Stellantis N.V. We serve our customers through a service network of approximately [removed: 500] [added: 460] wholly-owned, joint venture and independent distributor locations and more than 10,000 Cummins certified dealer locations in approximately 190 countries and territories.

Our reportable operating segments consist of Engine, [removed: Distribution,] Components, [added: Distribution,] Power Systems and New Power.

The Components segment sells filtration products, aftertreatment systems, turbochargers, electronics, fuel [removed: systems and] [added: systems,] automated [removed: transmissions.][added: transmissions, axles, drivelines, brakes and suspension systems.]

The New Power segment designs, manufactures, sells and supports hydrogen production solutions as well as electrified power systems [removed: ranging from fully electric to hybrid along] with innovative components and subsystems, including [removed: battery and] [added: battery,] fuel cell [added: and electric powertrain] technologies.

The New Power segment is currently in the [removed: development phase] [added: early stages of commercializing these technologies] with [removed: a primary focus] [added: efforts primarily focused] on [removed: research and] [added: the] development [removed: activities for] [added: of] our [added: electrolyzers for hydrogen production and electrified] power [removed: systems,] [added: systems and related] components and subsystems.

As a worldwide business, our operations are also affected by [removed: currency, political, economic,] [added: geopolitical risks (such as the conflict between Russia and Ukraine), currency fluctuations, political and economic uncertainty,] public health [removed: crises, epidemics] [added: crises (epidemics] or [removed: pandemics] [added: pandemics)] and regulatory matters, including adoption and enforcement of environmental and emission standards, in the countries we serve.

As part of our growth strategy, we invest in businesses in certain countries that carry [removed: high] [added: higher] levels of these risks such as China, Brazil, India, [removed: Mexico, Russia] [added: Mexico] and countries in the Middle East and Africa.

At the same time, our geographic diversity and broad product and service offerings have helped limit the impact from a drop in demand in any one [removed: industry or customer or] [added: industry, region,] the economy of any single country [added: or customer] on our consolidated results.

Our [removed: industry continues] [added: industry's sales continue] to be unfavorably impacted by supply chain constraints leading to shortages across multiple components categories and limiting our collective ability to meet end-user demand.

Our customers are also experiencing other supply chain issues [removed: and slowing production.][added: limiting full production capabilities.]

[removed: Our] [added: The] Board of Directors (the Board) continues to monitor and evaluate all of these factors and the related impacts on our business and operations, and we are diligently working to minimize the supply chain impacts to our business and to our customers.

| In millions, except per share amounts | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | [removed: 24,021] [added: 28,074] | | | | | $ | [removed: 19,811] [added: 24,021] | | | | | $ | [removed: 23,571] [added: 19,811] | | | | | | | | | | | | | |

| Net income attributable to Cummins Inc. | | | | | | [removed: 2,131] [added: 2,151] | | | | | | [removed: 1,789] [added: 2,131] | | | | | | [removed: 2,260] [added: 1,789] | | | | | | | | | | | | | | |

| Basic | | | | | | $ | [removed: 14.74] [added: 15.20] | | | | | $ | [removed: 12.07] [added: 14.74] | | | | | $ | [removed: 14.54] [added: 12.07] | | | | | | | | | | | | | |

| Diluted | | | | | | [removed: 14.61] [added: 15.12] | | | | | | [removed: 12.01] [added: 14.61] | | | | | | [removed: 14.48] [added: 12.01] | | | | | | | | | | | | | | |

Worldwide revenues improved [removed: 21] [added: 17] percent in [removed: 2021] [added: 2022] compared to [removed: 2020, as we experienced] [added: 2021, due to Meritor sales of $1.9 billion since the date of acquisition, favorable pricing and] higher demand in all operating segments and [removed: all] [added: most] geographic regions [removed: due to an improved economic environment] [added: except for China] and [removed: fewer effects from the COVID-19 pandemic.][added: Russia.]

[removed: Favorable] [added: Unfavorable] foreign currency fluctuations impacted international sales by [removed: 3] [added: 5] percent (mainly the [added: Euro,] Chinese renminbi, [removed: Euro] [added: British pound] and [removed: Australian dollar).][added: Indian rupee).]

Net sales in the U.S. and Canada improved by [removed: 17] [added: 24] percent primarily due to [added: favorable pricing and] increased demand in North American [added: heavy-duty and medium-duty] on-highway markets, which positively impacted all [removed: components businesses.][added: Components businesses and all Distribution product lines, as well as incremental sales of axles and brakes in North America since the acquisition of Meritor.]

The following table contains sales and EBITDA (defined as earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests) by operating segment for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

See [removed: Note 22,] [added: NOTE 24,] "OPERATING SEGMENTS," to the *Consolidated Financial Statements* for additional information and a reconciliation of our segment information to the corresponding amounts in our *Consolidated Statements of Net Income*.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | Percent change | | | | | | | | |

| | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | | | |

| Engine | | | | | | $ | [removed: 9,954] [added: 10,945] | | | | | [removed: 42] [added: 39] | | % | | | | $ | [removed: 1,411] [added: 1,541] | | | | | $ | [removed: 8,022] [added: 9,954] | | | | | [removed: 41] [added: 42] | | % | | | | $ | [removed: 1,235] [added: 1,411] | | | | | [removed: 24] [added: 10] | | % | | | | [removed: 14] [added: 9] | | % |

| Distribution | | | | | | [removed: 7,772] [added: 8,929] | | | | | | 32 | | % | | | | [removed: 731] [added: 888] | | | | | | [removed: 7,136] [added: 7,772] | | | | | | [removed: 36] [added: 32] | | % | | | | [removed: 665] [added: 731] | | | | | | [removed: 9] [added: 15] | | % | | | | [removed: 10] [added: 21] | | % |

| Components | | | | | | [removed: 7,665] [added: 9,736] | | | | | | [removed: 32] [added: 34] | | % | | | | [removed: 1,180] [added: 1,346] | | | | | | [removed: 6,024] [added: 7,665] | | | | | | [removed: 31] [added: 32] | | % | | | | [removed: 961] [added: 1,180] | | | | | | 27 | | % | | | | [removed: 23] [added: 14] | | % |

| Power Systems | | | | | | [removed: 4,415] [added: 5,033] | | | | | | 18 | | % | | | | [removed: 496] [added: 596] | | | | | | [removed: 3,631] [added: 4,415] | | | | | | 18 | | % | | | | [removed: 343] [added: 496] | | | | | | [removed: 22] [added: 14] | | % | | | | [removed: 45] [added: 20] | | % |

| New Power | | | | | | [removed: 116] [added: 198] | | | | | | 1 | | % | | | | [removed: (223)] [added: (340)] | | | | | | [removed: 72] [added: 116] | | | | | | [removed: —] [added: 1] | | % | | | | [removed: (172)] [added: (223)] | | | | | | [removed: 61] [added: 71] | | % | | | | [removed: (30)] [added: (52)] | | % |

| Intersegment eliminations | | | | | | [removed: (5,901)] [added: (6,767)] | | | | | | [removed: (25)] [added: (24)] | | % | | | | [removed: (74)] [added: (232)] | | | | | | [removed: (5,074)] [added: (5,901)] | | | | | | [removed: (26)] [added: (25)] | | % | | | | [removed: 76] [added: (74)] | | | | | | [removed: 16] [added: 15] | | % | | | | NM | | |

| Total | | | | | | $ | [removed: 24,021] [added: 28,074] | | | | | 100 | | % | | | | $ | [removed: 3,521] [added: 3,799] | | [added: (1)] | | | $ | [removed: 19,811] [added: 24,021] | | | | | 100 | | % | | | | $ | [removed: 3,108] [added: 3,521] | | | | | [removed: 21] [added: 17] | | % | | | | [removed: 13] [added: 8] | | % |

Net income attributable to Cummins Inc. for [removed: 2021] [added: 2022] was [removed: $2.1] [added: $2.2] billion, or [removed: $14.61] [added: $15.12] per diluted share, on sales of [removed: $24.0] [added: $28.1] billion, compared to [removed: 2020] [added: 2021] net income attributable to Cummins Inc. of [removed: $1.8] [added: $2.1] billion, or [removed: $12.01] [added: $14.61] per diluted share, on sales of [removed: $19.8] [added: $24.0] billion.

The increase in gross margin [added: and gross margin as a percentage of sales] was mainly due to [removed: higher volumes and] favorable [removed: pricing,] [added: pricing and increased volumes,] partially offset by higher [removed: compensation expenses, increased freight] [added: material] costs and [removed: higher material costs.][added: increased compensation expenses.]

Diluted earnings per common share for [removed: 2021] [added: 2022] benefited [removed: $0.34] [added: $0.15] per share from fewer weighted-average shares outstanding, primarily due to the stock repurchase program.

We generated [removed: $2.3] [added: $2.0] billion of operating cash flows in [removed: 2021,] [added: 2022,] compared to [removed: $2.7] [added: $2.3] billion in [removed: 2020.][added: 2021.]

Our debt to capital ratio (total capital defined as debt plus equity) at December 31, [removed: 2021,] [added: 2022,] was [removed: 30.7] [added: 44.1] percent, compared to [removed: 31.7] [added: 31.5] percent at December 31, [removed: 2020.][added: 2021.]

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $3.2] [added: $2.6] billion in cash and marketable securities on hand and access to our [removed: $3.5] [added: $4.0] billion credit facilities, [removed: if necessary,] [added: net of commercial paper outstanding,] to meet [removed: currently anticipated] [added: acquisition,] working capital, investment and funding needs.

In [removed: 2021,] [added: 2022,] we repurchased [removed: $1.4 billion] [added: $374 million] or [removed: 5.7] [added: 1.9] million shares of common stock.

- 2023 OUTLOOK

- RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Meritor Acquisition

On August 3, 2022, we completed the acquisition of Meritor, Inc. (Meritor) with a purchase price of $2.9 billion (including debt repaid concurrent with the acquisition).

Our consolidated results and segment results include Meritor's activity since the date of acquisition.

Meritor was split into the newly formed axles and brakes business and electric powertrain.

The results for the axles and brakes business are included in our Components segment while the electric powertrain portion is included in our New Power segment.

Supply Chain Disruptions

We continue to experience supply chain disruptions, increased price levels and related financial impacts reflected as increased cost of sales and inventory holdings.

Our industry continues to be unfavorably impacted by supply chain constraints leading to shortages and price increases across multiple component categories and limiting our collective ability to meet end-user demand.

Our customers are also experiencing supply chain issues.

Russian Operations

On March 17, 2022, the Board indefinitely suspended our operations in Russia due to the ongoing conflict in Ukraine, which resulted in reduced sales in Russia and charges of $111 million in 2022.

See NOTE 23, "RUSSIAN OPERATIONS," to our *Consolidated Financial Statements* for additional information.

2022 Results

International demand (excludes the U.S. and Canada) improved by 8 percent compared to 2021, with lower sales in China (due to a sharp slowdown in construction and truck markets, exacerbated by COVID lockdowns) and Russia (resulting from the indefinite suspension of our Russian operations)

more than offset by higher sales in most other geographic regions.

The increase in international sales was principally due to incremental sales of axles and brakes in Latin America and Western Europe since the acquisition of Meritor, favorable pricing and higher demand for power generation and generator technologies equipment and all distribution product lines.

| (1) EBITDA includes $111 million of costs associated with the suspension of our Russian operations, $83 million of costs related to the acquisition and integration of Meritor and $81 million of costs associated with the planned separation of our filtration business. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The increases in net income attributable to Cummins Inc. and earnings per diluted share were driven by higher net sales and increased gross margin, partially offset by higher selling, general and administrative expenses (including Meritor acquisition and integration costs and costs associated with the planned separation of our filtration business), increased research, development and engineering expenses, lower equity, royalty and interest income from investees (primarily in China), costs associated with the suspension of our Russian operations, losses in corporate owned life insurance, increased interest expense related to new borrowings and higher intangible asset amortization resulting from our acquisitions.

The increase was primarily due to higher debt balances since December 31, 2021, resulting from funding the acquisition of Meritor.

On November 30, 2022, we completed the acquisition of Siemens' Commercial Vehicles Propulsion business (Siemens CVP) for approximately $187 million.

See NOTE 2, "ACQUISITIONS," to our *Consolidated Financial Statements* for additional information.

On September 30, 2022, certain of our subsidiaries entered into a $1.0 billion credit agreement, consisting of a $400 million revolving credit facility and a $600 million term loan facility, in anticipation of the separation of our filtration business.

On August 3, 2022, we completed the acquisition of Meritor with a purchase price of $2.9 billion (including debt that was retired on the closing date).

See NOTE 2, "ACQUISITIONS," to our *Consolidated Financial Statements* for additional information.

On July 13, 2022, we entered into a loan agreement under which we may obtain delayed-draw loans in an amount up to $2.0 billion in the aggregate prior to October 13, 2022.

We drew down the entire $2.0 billion balance on August 2, 2022, to fund the acquisition of Meritor.

On April 20, 2022, we filed a confidential registration statement announcing our intent to separate the filtration business into a stand-alone company.

On April 8, 2022, we completed the acquisition of Jacobs Vehicle Systems business (Jacobs) from Altra Industrial Motion Corp. with a purchase price of $345 million.

See NOTE 2, "ACQUISITIONS," to our *Consolidated Financial Statements* for additional information.

As a well-known seasoned issuer, we filed an automatic shelf registration of an undetermined amount of debt and equity with the SEC on February 8, 2022.

On February 7, 2022, we purchased Westport Fuel System Inc.'s stake in Cummins Westport, Inc. (Westport JV) with a purchase price of $42 million.

See NOTE 2, "ACQUISITIONS," to our *Consolidated Financial Statements* for additional information.

2022 vs. 2021

- Components segment sales increased 27 percent largely due to axles and brakes sales since the completion of the Meritor acquisition.

- New Power segment sales increased 71 percent principally due to higher electrified components sales, traction sales since the completion of the Meritor and Siemens CVP acquisitions and improved sales of fuel cells and electrolyzers.

The increase in gross margin and gross margin as a percentage of sales was mainly due to favorable pricing and increased volumes, partially offset by higher material costs and increased compensation expenses.

Equity, royalty and interest income from investees decreased $157 million, mainly due to lower earnings at Beijing Foton Cummins Engine Co., Ltd. and Dongfeng Cummins Engine Co., Ltd., the $28 million impairment of our investment in our Russian joint venture with KAMAZ and the February 7, 2022, purchase of Westport Fuel System Inc.'s stake in Westport JV.

See NOTE 2, "ACQUISITIONS," and NOTE 23, "RUSSIAN OPERATIONS," to our *Consolidated Financial Statements* for additional information.

- 2022 OUTLOOK

COVID-19 Update

The outbreak of COVID-19 in early 2020 became a global pandemic with the resultant economic impacts evolving into a worldwide recession.

The pandemic triggered a significant downturn in our markets globally, which negatively impacted our sales and results of operations during 2020.

While the majority of the negative impacts to demand largely subsided in 2021, we are still experiencing supply chain disruptions and related financial impacts reflected as increased cost of sales.

Should the supply chain issues continue for an extended period of time or worsen, the impact on our production and supply chain could have a material adverse effect on our results of operations, financial condition and cash flows.

2021 Results

International demand (excludes the U.S. and Canada) improved by 27 percent compared to 2020, with higher sales in all geographic regions.

The increase in international sales was principally due to higher demand in all components businesses (primarily emission solutions in India and Western Europe), industrial (especially mining) and power generation equipment (mainly in China and India), most distribution product lines and most off-highway markets (principally construction markets in Europe, Asia Pacific and China).

Cost of sales, selling, general and administrative and research, development and engineering expenses increased due to higher compensation costs (primarily driven by the restoration of 2020 salary reductions, higher variable compensation and 2020 salary increases deferred until 2021), which impacted the variances in gross margin and net income as well as all of our operating segments for the year ended December 31, 2021.

The increases in net income attributable to Cummins Inc. and earnings per diluted share was driven by higher net sales, increased gross margin, higher equity, royalty and interest income from investees (primarily in China due to stronger demand for trucks and construction equipment in the first half of the year), favorable foreign currency fluctuations (principally the Chinese renminbi and Australian dollar, partially offset by the Brazilian real and British pound) and a lower effective tax rate, partially offset by higher compensation expenses and incremental costs associated with supply chain constraints.

The 1.0 percentage point decrease in gross margin as a percentage of net sales was primarily due to higher compensation expenses and increased freight costs due to supply chain constraints, which increased at a faster rate than the increase in net sales.

The decrease was primarily due to a $412 million higher equity balance driven by strong returns on pension assets.

On August 3, 2021, we announced our exploration of strategic alternatives for our filtration business.

Potential strategic alternatives to be explored include the separation of our filtration business into a stand-alone company.

The execution of this exploration process is dependent upon business and market conditions, along with a number of other factors and considerations.

| Restructuring actions | | | | | | — | | | | | | — | | | | | | 119 | | | | | | — | | | | | | — | | % | | | | 119 | | | | | | 100 | | % |

- Components segment sales increased 27 percent largely due to higher emission solutions demand in North America, India and Western Europe.

- New Power segment sales increased 61 percent principally due to higher sales in North America.

Equity, royalty and interest income from investees increased $54 million, primarily due to higher earnings at Dongfeng Cummins Engine Co., Ltd., Tata Cummins Ltd. (excluding the 2020 benefits noted below) and Chongqing Cummins Engine Co., Ltd., as well as the absence of $13 million of impairment charges and an $8 million loss on sale of a joint venture both recorded in 2020.

These increases were partially offset by the absence of a $37 million favorable adjustment ($18 million of which related to Tata Cummins Ltd.) as the result of tax changes within India's 2020-2021 Union Budget (India Tax Law Changes) passed in March 2020 and $18 million of technology fee revenue related to Tata Cummins Ltd., both recorded in 2020.

Our joint venture agreement for Cummins Westport, Inc. expired on December 31, 2021, and will not be renewed.

Beginning in January 2022, engines previously sold through the joint venture will now be included in our consolidated results.

Interest expense increased $11 million, primarily due to increased interest expense associated with our $2 billion senior unsecured notes issued in August of 2020, partially offset by lower commercial paper interest expense.

| Gain on sale of land | | | | | | 18 | | | | | | — | | | | | |

The year ended December 31, 2020, contained $26 million of unfavorable net discrete tax items, primarily due to $33 million of unfavorable changes in tax reserves and $10 million of withholding tax adjustments, partially offset by $15 million of favorable changes due to the India Tax Law Change.

The India Tax Law Change eliminated the dividend distribution tax and replaced it with a lower rate withholding tax as the burden shifted from the dividend payor to the dividend recipient for a net favorable income statement impact of $35 million.

of India Tax Law Changes passed in March 2020.

Net Income Attributable to Cummins Inc. and Diluted Earnings Per Common Share Attributable to Cummins Inc.

Net income and diluted earnings per share attributable to Cummins Inc. decreased $342 million and $2.60 per share, respectively, primarily due to higher net sales, increased gross margin, higher equity, royalty and interest income from investees (primarily in China due to stronger demand for trucks and construction equipment in the first half of the year), favorable foreign currency fluctuations (principally the Chinese renminbi and Australian dollar, partially offset by the Brazilian real and British pound) and a lower effective tax rate, partially offset by higher compensation expenses and incremental costs associated with supply chain constraints.

2020 vs. 2019

| Restructuring actions | | | | | | — | | | | | | — | | | | | | 18 | | | | | | — | | | | | | — | | % | | | | 18 | | | | | | 100 | | % |

- Light-duty automotive sales increased $365 million primarily due to higher pick-up sales in North America with shipments up 27 percent.

- Off-highway sales increased $176 million mainly due to increased demand in global construction markets, especially in Asia Pacific, Europe and North America.

Engine segment EBITDA increased $176 million, primarily due to higher volumes and higher equity, royalty and interest income from investees mainly from our Chinese joint ventures, partially offset by increased compensation expenses, higher freight costs due to supply chain constraints and increased material costs.

| Restructuring actions | | | | | | — | | | | | | — | | | | | | 37 | | | | | | — | | | | | | — | | % | | | | 37 | | | | | | 100 | | % |

| Russia | | | | | | 335 | | | | | | 194 | | | | | | 159 | | | | | | 141 | | | | | | 73 | | % | | | | 35 | | | | | | 22 | | % |

The following were the primary drivers by region:

- Improved demand in Russia, Asia Pacific, Africa and India.

Distribution segment EBITDA increased $66 million, primarily due to higher volumes and favorable foreign currency fluctuations (especially the Australian dollar), partially offset by higher compensation expenses.

This risk is closely monitored and managed through the use of physical forward contracts (which are not considered derivatives), and financial derivative instruments including foreign currency forward contracts, commodity swap contracts and interest rate [removed: swaps.][added: swaps and locks.]

Financial derivatives are used expressly for hedging purposes and under no circumstances are they used for speculative [removed: purposes.]

The following describes our risk exposures and provides the results of a sensitivity analysis performed at December 31, [removed: 2021.][added: 2022.]

For the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] there were no circumstances that resulted in the discontinuance of a foreign currency cash flow hedge.

[added: The] objective is to offset the gain or loss from remeasurement with the gain or loss from the fair market valuation of the forward contract.

At December 31, [removed: 2021,] [added: 2022,] the potential gain or loss in the fair value of our outstanding foreign currency contracts, assuming a hypothetical 10 percent fluctuation in the currencies of such contracts, would be approximately [removed: $103] [added: $9] million.

See [removed: "Interest Rate Risk" section in Note 12, "DEBT,"] [added: NOTE 22, "DERIVATIVES,"] to our *Consolidated Financial Statements* for additional information.

Assuming a hypothetical adverse movement in interest rates of one percentage point, the combined value of our interest rate derivatives portfolios would be reduced by [removed: $64] [added: $7] million, as calculated as of December 31, [removed: 2021.][added: 2022.]

The sensitivity analysis presented assumes interest rate changes are [removed: instantaneous,] [added: instantaneous with] parallel shifts in the yield curve.

At December 31, [removed: 2021,] [added: 2022,] realized and unrealized gains and losses related to these hedges were not material to our financial statements.

We also enter into physical forward contracts, which qualify for the normal purchases scope [removed: exceptions] [added: exception] and are treated as purchase commitments.

purposes.

We are further exposed to foreign currency exchange risk as many of our subsidiaries are subject to fluctuations as the functional currencies of the underlying entities are not our U.S. dollar reporting currency.

In order to minimize movements in certain investments, in 2022 we began entering into foreign exchange forwards designated as net investment hedges.

Under the terms of our foreign exchange forwards, we agreed with third parties to sell British pounds in exchange for U.S. dollar currency at a specified rate at the maturity of the contract.

These forwards are utilized to hedge portions of our net investments denominated in the British pound against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar.

The change in fair value related to the spot-to-forward rate difference is recorded as other income (expense) with all other changes in fair value deferred and reported as components of AOCL.

The unrealized gain or loss is classified into income in the same period when the foreign subsidiary is sold or substantially liquidated.

Additional information on the physical forwards is included in NOTE 15, "COMMITMENTS AND CONTINGENCIES."

The

In 2001, we changed our name to Cummins Inc. We are a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, [added: axles, drivelines, brakes, suspension systems,] electric power generation systems, batteries, electrified power systems, [added: electric powertrains,] hydrogen production and fuel cell products.

We serve our customers through a service network of approximately [removed: 500] [added: 460] wholly-owned, joint venture and independent distributor locations and more than 10,000 Cummins certified dealer locations in approximately 190 countries and territories.

Our industry continues to be unfavorably impacted by supply chain constraints leading to shortages [added: and price increases] across multiple [removed: components] [added: component] categories and limiting our collective ability to meet end-user demand.

Our customers are also experiencing [removed: other] supply chain [removed: issues and slowing production.][added: issues.]

We have five complementary operating segments: Engine, [removed: Distribution,] Components, [added: Distribution,] Power Systems and New Power.

See [removed: Note 22,] [added: NOTE 24,] "OPERATING SEGMENTS," to the *Consolidated Financial Statements* for additional information and a reconciliation of our segment information to the corresponding amounts in our *Consolidated Statements of Net Income*.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Percent of consolidated net sales(1) | | | | | | [removed: 33] [added: 31] | | % | | | | [removed: 32] [added: 33] | | % | | | | [removed: 34] [added: 32] | | % |

| Percent of consolidated EBITDA(1) | | | | | | [removed: 39] [added: 38] | | % | | | | [removed: 41] [added: 39] | | % | | | | 41 | | % |

- Light-duty automotive (Pick-up and Light Commercial Vehicle (LCV)) - We manufacture 105 to 400 horsepower diesel engines, including engines for the pick-up truck market for Stellantis N.V. (Stellantis) in North America and LCV markets in [removed: Russia,] Latin America and China.

The principal customers of our heavy-duty truck engines include truck manufacturers such as PACCAR Inc. (PACCAR), [added: Traton Group (Traton, formerly] Navistar International [removed: Corporation (Navistar)] [added: Corporation)] and Daimler Trucks North America (Daimler).

The principal customers of our medium-duty truck engines include truck manufacturers such as Daimler, [removed: Navistar] [added: Traton] and PACCAR.

The principal customers of our light-duty on-highway engines are [removed: Gorkovsky Avtomobilny Zavod,] Anhui Jianghuai Automobile Group Co., Ltd., Volkswagen Caminhões e Ônibus and China National Heavy Duty Truck Group.

Other independent engine manufacturers include Weichai Power Co. [removed: Ltd., Caterpillar Inc. (CAT)] [added: Ltd.] and Deutz AG.

Truck OEMs that currently produce some or all of their own engines include Daimler, PACCAR, [removed: TRATON AG,] [added: Traton,] Volvo Powertrain, Ford Motor Company, [removed: Navistar,] China First Auto Works, Dongfeng Motor Corporation, CNH Industrial and Isuzu.

| Percent of consolidated net sales(1) | | | | | | [removed: 26] [added: 28] | | % | | | | [removed: 29] [added: 26] | | % | | | | [removed: 27] [added: 24] | | % |

| Percent of consolidated EBITDA(1) | | | | | | [removed: 20] [added: 33] | | % | | | | [removed: 22] [added: 33] | | % | | | | [removed: 18] [added: 32] | | % |

The Distribution segment [removed: is] [added: was historically] organized and managed as eight geographic regions, including North America, Asia Pacific, Europe, [removed: Russia,] China, [added: Commonwealth of Independent States (CIS and historically mostly Russia),] Africa and Middle East, India and Latin America.

| Percent of consolidated net sales(1) | | | | | | 26 | | % | | | | [removed: 24] [added: 26] | | % | | | | [removed: 24] [added: 29] | | % |

| Percent of consolidated EBITDA(1) | | | | | | [removed: 33] [added: 22] | | % | | | | [removed: 32] [added: 20] | | % | | | | [removed: 31] [added: 22] | | % |

The Components segment supplies products which complement the Engine and Power Systems segments, including aftertreatment systems, turbochargers, transmissions, filtration products, [removed: electronics and] [added: electronics,] fuel [added: systems, axles, drivelines, brakes and suspension] systems for commercial diesel and natural gas applications.

We develop aftertreatment systems, turbochargers, fuel systems, [added: drivetrain systems,] transmissions and electronics to meet increasingly stringent emission and fuel economy standards.

- Emission solutions - We are a global leader in designing, manufacturing and integrating aftertreatment technology and solutions for the commercial [removed: on] [added: on-] and off-highway light-duty, medium-duty, heavy-duty and high-horsepower engine markets.

Our emission solutions business primarily serves markets in North America, [removed: China,] Europe, [added: China,] India, [removed: Brazil, Asia Pacific] [added: Brazil] and [removed: Russia.][added: Asia Pacific.]

- Turbo technologies - We design, manufacture and market turbochargers [added: and engine brakes] for light-duty, medium-duty, heavy-duty and high-horsepower [removed: diesel] markets with worldwide sales and distribution.

We provide critical [added: valvetrain and] air handling technologies for engines to meet challenging performance requirements and worldwide emission standards.

We primarily serve markets in North America, Europe, China, India, Asia [removed: Pacific, Brazil] [added: Pacific] and [removed: Russia.][added: Brazil.]

- Filtration - We design, manufacture and sell filters, [removed: coolant] [added: coolants] and chemical products.

We support a wide customer base in a diverse range of markets including [removed: on] [added: on-] and off-highway segments such as oil and gas, agriculture, mining, construction, power generation and marine.

We produce and sell globally recognized Fleetguard® branded products globally including in North America, Europe, Asia Pacific, [removed: China,] South America, [removed: Russia,] [added: China,] Africa and Middle East.

Customers of the Components segment generally include the Engine, Distribution and Power Systems segments, joint ventures including Tata Cummins Ltd. and Beijing Foton Cummins Engine Co., Ltd., truck manufacturers and other OEMs, many of which are also customers of the Engine segment, such as PACCAR, [removed: Navistar,] [added: Traton,] Daimler, Beiqi Foton Motor Company, Volvo, Stellantis, [removed: Komatsu, Scania] [added: Komatsu] and other manufacturers that use our components in their product platforms.

The Components segment competes with other manufacturers of aftertreatment systems, filtration, turbochargers, fuel [added: systems, drivetrain] systems and transmissions.

Our primary competitors in these markets include Robert Bosch GmbH, Donaldson Company, Inc., Parker-Hannifin Corporation, Mann+Hummel Group, Garrett Motion, Inc., Borg-Warner Inc., Tenneco Inc., Eberspacher Holding GmbH & Co. KG, Denso Corporation, Allison Transmission, Aisin Seiki Co., [removed: Ltd. and] [added: Ltd.,] ZF Friedrichshafen [removed: AG.][added: AG and Dana Incorporated.]

| Percent of consolidated net sales(1) | | | | | | [removed: 15] [added: 14] | | % | | | | 15 | | % | | | | 15 | | % |

| Percent of consolidated EBITDA(1) | | | | | | [removed: 14] [added: 15] | | % | | | | [removed: 11] [added: 14] | | % | | | | [removed: 14] [added: 11] | | % |

- Power generation - We [removed: design, manufacture, sell and support] [added: are a global OEM offering] standby and prime power generators ranging from 2 kilowatts to 3.5 megawatts, as well as controls, paralleling systems and transfer switches, for [removed: applications such as] [added: customers with] consumer, commercial, industrial, data [removed: centers,] [added: center,] health care, [removed: global] [added: prime] rental [removed: business, telecommunications] [added: fleet] and [removed: waste water treatment plants.][added: defense applications.]

We also provide turnkey solutions for distributed generation and energy management applications using natural gas, diesel [removed: or biogas] [added: and newer alternative sustainable fuels such] as [removed: a fuel.][added: hydrotreated vegetable oil and renewable natural gas.]

China, [removed: Europe,] India, [added: Europe,] Asia Pacific, Latin America, [removed: Russia,] the Middle East and Africa are our largest geographic markets outside of North America.

The New Power segment designs, manufactures, sells and supports hydrogen production solutions as well as electrified power systems [removed: ranging from fully electric to hybrid along] with innovative components and subsystems, including [removed: battery and] [added: battery,] fuel cell [added: and electric powertrain] technologies.

The New Power segment is currently in the [removed: development phase] [added: early stages of commercializing these technologies] with [removed: a primary focus] [added: efforts primarily focused] on [removed: research and] [added: the] development [removed: activities for] [added: of] our [added: electrolyzers for hydrogen production and electrified] power [removed: systems,] [added: systems and related] components and subsystems.

Meritor Acquisition

On August 3, 2022, we completed the acquisition of Meritor with a purchase price of $2.9 billion (including debt repaid concurrent with the acquisition).

Our consolidated results and segment results include Meritor's activity since the date of acquisition.

Meritor was split into the newly formed axles and brakes business and electric powertrain.

The results for the axles and brakes business are included in our Components segment while the electric powertrain portion is included in our New Power segment.

See NOTE 2, "ACQUISITIONS," to the *Consolidated Financial Statements* for additional information.

Supply Chain Disruptions

We continue to experience supply chain disruptions, increased price levels and related financial impacts reflected as increased cost of sales and inventory holdings.

Should the supply chain issues continue for an extended period of time or worsen, the impact on our production and supply chain could have a material adverse effect on our results of operations, financial condition and cash flows.

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

- Axles and brakes - We design, manufacture and supply drivetrain systems, including axles, drivelines, brakes and suspension systems primarily for commercial vehicle and industrial applications.

We also market and sell truck, trailer, on- and off-highway and other products principally for OEM dealers and other independent distributors and service garages within the aftermarket industry.

We primarily serve markets in North America, Europe, South America, India, Asia Pacific and China.

Automated transmissions include automated manual transmissions, dual-clutch transmissions and automatic transmissions for internal combustion engines.

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

As the result of the indefinite suspension of our Russian operations due to the conflict in Ukraine in 2022, we are re-evaluating our regional structure for the remaining operations, excluding Russia, for 2023 and future years.

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

This includes new markets, like the growing green hydrogen market, which we serve with our leading electrolyzer technologies.

| Tata Cummins, Ltd. | | | | | | 27 | | | | | | 12 | | % | | | | 18 | | | | | | 4 | | % | | | | 19 | | | (1) | | | 5 | | % |

| (2) Includes a $28 million impairment of our joint venture with KAMAZ and $3 million of royalty charges as part of our costs associated with the suspension of our Russian operations. In addition, on February 7, 2022, we purchased Westport Fuel System Inc.'s stake in Cummins Westport, Inc. (Westport JV). See NOTE 2, "ACQUISITIONS," and NOTE 23, "RUSSIAN OPERATIONS," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

- Tata Cummins, Ltd. - Tata Cummins, Ltd. is a joint venture in India with Tata Motors Ltd., the largest automotive company in India and a member of the Tata group of companies.

This joint venture manufactures Cummins' 3.80 to 8.9-liter diesel and natural gas engines in India with a power range from 75 to 400 horsepower for use in trucks manufactured by Tata Motors, as well as for various industrial and power generation applications for Cummins.

- expanding risk management scope to include sub-tier value chain suppliers for critical components;

- broadening dual and multi-sourcing where applicable;

As we adjust to the current global supply chain challenges, global inflationary pressures and other global macroeconomic forces, we are experiencing supply chain disruptions, incremental costs and related challenges throughout the supply chain.

We started reporting progress in 2022.

In 2021, we were named one of the inaugural recipients of the Terra Carta Seal by the Sustainable Markets Initiative, the effort founded by King Charles III while the Prince of Wales to recognize industry leaders in environmental sustainability.

In addition, in 2022 we were awarded a gold medal for sustainability performance by EcoVadis, a globally collaborative platform for trading partners to share sustainability performance information.

understand and meet emerging product environmental regulations around the world.

During conversations with the EPA and CARB about the effectiveness of our pick-up truck applications, the regulators raised concerns that certain aspects of our emissions systems may reduce the effectiveness of our emissions control systems and thereby act as defeat devices.

As a result, our internal review focuses, in part, on the regulators’ concerns.

We have also been in communication with Environmental and Climate Change Canada regarding similar issues relating to some of these very same platforms.

In connection with these and other ongoing discussions with the EPA and CARB, we are developing a new software calibration and will recall model years 2013 through 2018 RAM 2500 and 3500 trucks.

We are also developing a new software calibration and hardware fix and will recall model years 2016 through 2019 Titan trucks.

emission standards in the industrial market.

At December 31, 2022, we employed approximately 73,600 persons worldwide, which includes the addition of more than 10,000 employees to our organization through acquisitions completed in 2022.

Our workforce strategy cultivates an environment where all employees, regardless of employee type and location, know what is expected of them, are rewarded based on performance and have access to differentiated experiences, tools and leadership coaching to help them develop.

As an example, during 2022, to recognize extraordinary efforts by employees during the challenges over the last several years, as well as to promote retention in a period of tight labor markets, a one-time employee recognition bonus was provided.

- Executed robust safety protocols for essential on-site personnel.

- Implemented a remote work environment where possible for employees who prefer working off-site.

COVID-19

The outbreak of COVID-19 in early 2020 became a global pandemic with the resultant economic impacts evolving into a worldwide recession.

The pandemic triggered a significant downturn in our markets globally, which negatively impacted our sales and results of operations during 2020.

While the majority of the negative impacts to demand largely subsided in 2021, we are still experiencing supply chain disruptions and related financial impacts reflected as increased cost of sales.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our joint venture agreement for Cummins Westport, Inc. expired on December 31, 2021, and will not be renewed.

Beginning in January 2022, engines previously sold through the joint venture will now be included in our consolidated results.

We are currently evaluating how the new goals will be integrated into business planning and will report on progress beginning in 2022.

We were also named one of the inaugural recipients of the Prince Charles' Terra Carta Seal, recognizing companies for their leadership in climate action and sustainability.

emission standards is an essential element in maintaining our leadership position in regulated markets.

We made, and will continue to make, significant capital and research expenditures to comply with these standards.

The Vice President is a member of both the Cummins Executive Team and Cummins Leadership Team.

At December 31, 2021, we employed approximately 59,900 persons worldwide.

The disruptive events in 2020 and 2021 highlighted the importance for us to complete the strategic work in Human Resources to encourage all employees to reach their full potential.

For example, in 2018, we conducted a living wage analysis globally as we strive to ensure our employees were making a living wage in the countries they live and work.

We incorporated this living wage assessment into our annual compensation structure to work to ensure that current and new hires never fall below this threshold.

In the U.S. for example, the living wage in 2019 was $15 per hour, although most positions pay more than that.

Our response to the COVID-19 global pandemic illustrated our commitment to safety.

To support both our customers and communities, we made keeping employees safe our top priority.

Most of our employees who can work from home have done so since the outbreak of the pandemic and we provided them with the tools and support to do so.

This allowed us to focus resources and investments on our engineering and production facilities.

- Masks required inside open plants and facilities.

- Redesigned exits, entrances and production lines to encourage social distancing.

- Expanded healthcare and leave programs to support employees and their families.

- Manufacturing our own face masks to provide to our employees free of charge.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sherry A. Aaholm (59) | | | | | | Vice President—Chief Digital Officer (2021) | | | | | | Vice President—Chief Information Officer (2013-2021) | | |

| John D. Brockhaus (47) | | | | | | Vice President—Human Resources Operations (2021) | | | | | | Vice President—Human Resources Technology and Strategy (2020-2021) Executive Director—Human Resources Strategy (2017-2020) Executive Director—Broad Based and Executive Compensation (2014-2017) | | |

| Mary T. Chandler (61) | | | | | | Vice President—Community Relations and Corporate Responsibility (2016) | | | | | | Chief Executive Officer—The Cummins Foundation Inc. (2015-present) | | |

| Jill E. Cook (58) | | | | | | Vice President—Chief Human Resources Officer (2003) | | | | | | | | |

| Melina M. Kennedy (52) | | | | | | Vice President—Product Compliance and Regulatory Affairs (2019) | | | | | | Executive Director—Pick-up Truck, Engine Business (2018-2019) Executive Director—Rail & Defense (2017-2018) General Manager—Rail & Defense (2014-2017) | | |

| Earl Newsome (59) | | | | | | Vice President—Chief Information Officer (2021) | | | | | | Chief Information Officer, Americas IT—Linde (2019-2021) Global Chief Information Officer and Vice President—Praxair, Inc. (2016-2019) | | |

| Norbert Nusterer (53) | | | | | | Vice President and President—Power Systems (2016) | | | | | | | | |

The matters described under "Legal Proceedings" in [removed: Note 14,] [added: NOTE 15,] "COMMITMENTS AND CONTINGENCIES," to the *Consolidated Financial Statements* are incorporated herein by reference.

[removed: ][added: ]

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the voting stock held by non-affiliates was approximately [removed: $34.7] [added: $27.3] billion at [removed: July 2, 2021.][added: June 30, 2022.]

As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 142,426,735] [added: 141,375,256] shares outstanding of $2.50 par value common stock.

Portions of the registrant's definitive Proxy Statement for its [removed: 2022] [added: 2023] annual meeting of shareholders, which will be filed with the Securities and Exchange Commission on Schedule 14A within 120 days after the end of [removed: 2021,] [added: 2022,] will be incorporated by reference in Part III of this Form 10-K to the extent indicated therein upon such filing.

| | | | | | | | | | | | | [Cautionary Statements Regarding Forward-Looking [removed: Information](#ibe993b31b57241639698c21c3fd95691_10)] [added: Information](#i970639cb4daa4ac3a0763d1a4924a463_10)] | | | | | | [removed: [3](#ibe993b31b57241639698c21c3fd95691_10)] [added: [3](#i970639cb4daa4ac3a0763d1a4924a463_10)] | | |

| | | | | | | | | | | | | [Operating [removed: Segments](#ibe993b31b57241639698c21c3fd95691_22)] [added: Segments](#i970639cb4daa4ac3a0763d1a4924a463_22)] | | | | | | [removed: [5](#ibe993b31b57241639698c21c3fd95691_22)] [added: [5](#i970639cb4daa4ac3a0763d1a4924a463_22)] | | |

| | | | | | | | | | | | | [Engine [removed: Segment](#ibe993b31b57241639698c21c3fd95691_25)] [added: Segment](#i970639cb4daa4ac3a0763d1a4924a463_25)] | | | | | | [removed: [5](#ibe993b31b57241639698c21c3fd95691_25)] [added: [6](#i970639cb4daa4ac3a0763d1a4924a463_25)] | | |

| | | | | | | | | | | | | [Distribution [removed: Segment](#ibe993b31b57241639698c21c3fd95691_28)] [added: Segment](#i970639cb4daa4ac3a0763d1a4924a463_28)] | | | | | | [removed: [6](#ibe993b31b57241639698c21c3fd95691_28)] [added: [8](#i970639cb4daa4ac3a0763d1a4924a463_28)] | | |

| | | | | | | | | | | | | [Components [removed: Segment](#ibe993b31b57241639698c21c3fd95691_31)] [added: Segment](#i970639cb4daa4ac3a0763d1a4924a463_31)] | | | | | | [removed: [7](#ibe993b31b57241639698c21c3fd95691_31)] [added: [7](#i970639cb4daa4ac3a0763d1a4924a463_31)] | | |

| | | | | | | | | | | | | [Power Systems [removed: Segment](#ibe993b31b57241639698c21c3fd95691_34)] [added: Segment](#i970639cb4daa4ac3a0763d1a4924a463_34)] | | | | | | [removed: [8](#ibe993b31b57241639698c21c3fd95691_34)] [added: [8](#i970639cb4daa4ac3a0763d1a4924a463_34)] | | |

| | | | | | | | | | | | | [New Power [removed: Segment](#ibe993b31b57241639698c21c3fd95691_37)] [added: Segment](#i970639cb4daa4ac3a0763d1a4924a463_37)] | | | | | | [removed: [8](#ibe993b31b57241639698c21c3fd95691_37)] [added: [9](#i970639cb4daa4ac3a0763d1a4924a463_37)] | | |

| | | | | | | | | | | | | [Joint Ventures, Alliances and Non-Wholly-Owned [removed: Subsidiaries](#ibe993b31b57241639698c21c3fd95691_40)] [added: Subsidiaries](#i970639cb4daa4ac3a0763d1a4924a463_40)] | | | | | | [removed: [8](#ibe993b31b57241639698c21c3fd95691_40)] [added: [9](#i970639cb4daa4ac3a0763d1a4924a463_40)] | | |

| | | | | | | | | | | | | [Patents and [removed: Trademarks](#ibe993b31b57241639698c21c3fd95691_46)] [added: Trademarks](#i970639cb4daa4ac3a0763d1a4924a463_46)] | | | | | | [removed: [11](#ibe993b31b57241639698c21c3fd95691_46)] [added: [12](#i970639cb4daa4ac3a0763d1a4924a463_46)] | | |

| | | | | | | | | | | | | [Largest [removed: Customers](#ibe993b31b57241639698c21c3fd95691_52)] [added: Customers](#i970639cb4daa4ac3a0763d1a4924a463_52)] | | | | | | [removed: [11](#ibe993b31b57241639698c21c3fd95691_52)] [added: [12](#i970639cb4daa4ac3a0763d1a4924a463_52)] | | |

| | | | | | | | | | | | | [Research and [removed: Development](#ibe993b31b57241639698c21c3fd95691_58)] [added: Development](#i970639cb4daa4ac3a0763d1a4924a463_58)] | | | | | | [removed: [11](#ibe993b31b57241639698c21c3fd95691_58)] [added: [12](#i970639cb4daa4ac3a0763d1a4924a463_58)] | | |

| | | | | | | | | | | | | [Environmental [removed: Sustainability](#ibe993b31b57241639698c21c3fd95691_61)] [added: Sustainability](#i970639cb4daa4ac3a0763d1a4924a463_61)] | | | | | | [removed: [12](#ibe993b31b57241639698c21c3fd95691_61)] [added: [13](#i970639cb4daa4ac3a0763d1a4924a463_61)] | | |

| | | | | | | | | | | | | [Environmental [removed: Compliance](#ibe993b31b57241639698c21c3fd95691_64)] [added: Compliance](#i970639cb4daa4ac3a0763d1a4924a463_64)] | | | | | | [removed: [12](#ibe993b31b57241639698c21c3fd95691_64)] [added: [13](#i970639cb4daa4ac3a0763d1a4924a463_64)] | | |

| | | | | | | | | | | | | [Human Capital [removed: Resources](#ibe993b31b57241639698c21c3fd95691_67)] [added: Resources](#i970639cb4daa4ac3a0763d1a4924a463_67)] | | | | | | [removed: [14](#ibe993b31b57241639698c21c3fd95691_67)] [added: [15](#i970639cb4daa4ac3a0763d1a4924a463_67)] | | |

| | | | | | | | | | | | | [Available [removed: Information](#ibe993b31b57241639698c21c3fd95691_70)] [added: Information](#i970639cb4daa4ac3a0763d1a4924a463_70)] | | | | | | [removed: [15](#ibe993b31b57241639698c21c3fd95691_70)] [added: [16](#i970639cb4daa4ac3a0763d1a4924a463_70)] | | |

| | | | | | | | | | | | | [Information About Our Executive [removed: Officers](#ibe993b31b57241639698c21c3fd95691_73)] [added: Officers](#i970639cb4daa4ac3a0763d1a4924a463_73)] | | | | | | [removed: [16](#ibe993b31b57241639698c21c3fd95691_73)] [added: [18](#i970639cb4daa4ac3a0763d1a4924a463_73)] | | |

| | | | | | | [removed: [1A](#ibe993b31b57241639698c21c3fd95691_76)] [added: [1A](#i970639cb4daa4ac3a0763d1a4924a463_76)] | | | | | | [Risk [removed: Factors](#ibe993b31b57241639698c21c3fd95691_76)] [added: Factors](#i970639cb4daa4ac3a0763d1a4924a463_76)] | | | | | | [removed: [18](#ibe993b31b57241639698c21c3fd95691_76)] [added: [19](#i970639cb4daa4ac3a0763d1a4924a463_76)] | | |

| | | | | | | [removed: [1B](#ibe993b31b57241639698c21c3fd95691_79)] [added: [1B](#i970639cb4daa4ac3a0763d1a4924a463_79)] | | | | | | [Unresolved Staff [removed: Comments](#ibe993b31b57241639698c21c3fd95691_79)] [added: Comments](#i970639cb4daa4ac3a0763d1a4924a463_79)] | | | | | | [removed: [26](#ibe993b31b57241639698c21c3fd95691_79)] [added: [28](#i970639cb4daa4ac3a0763d1a4924a463_79)] | | |

| | | | | | | [removed: [3](#ibe993b31b57241639698c21c3fd95691_85)] [added: [3](#i970639cb4daa4ac3a0763d1a4924a463_85)] | | | | | | [Legal [removed: Proceedings](#ibe993b31b57241639698c21c3fd95691_85)] [added: Proceedings](#i970639cb4daa4ac3a0763d1a4924a463_85)] | | | | | | [removed: [28](#ibe993b31b57241639698c21c3fd95691_85)] [added: [30](#i970639cb4daa4ac3a0763d1a4924a463_85)] | | |

| | | | | | | [removed: [4](#ibe993b31b57241639698c21c3fd95691_88)] [added: [4](#i970639cb4daa4ac3a0763d1a4924a463_88)] | | | | | | [Mine Safety [removed: Disclosures](#ibe993b31b57241639698c21c3fd95691_88)] [added: Disclosures](#i970639cb4daa4ac3a0763d1a4924a463_88)] | | | | | | [removed: [28](#ibe993b31b57241639698c21c3fd95691_88)] [added: [30](#i970639cb4daa4ac3a0763d1a4924a463_88)] | | |

| [removed: [II](#ibe993b31b57241639698c21c3fd95691_91)] [added: [II](#i970639cb4daa4ac3a0763d1a4924a463_91)] | | | | | | [removed: [5](#ibe993b31b57241639698c21c3fd95691_94)] [added: [5](#i970639cb4daa4ac3a0763d1a4924a463_94)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibe993b31b57241639698c21c3fd95691_94)] [added: Securities](#i970639cb4daa4ac3a0763d1a4924a463_94)] | | | | | | [removed: [28](#ibe993b31b57241639698c21c3fd95691_94)] [added: [30](#i970639cb4daa4ac3a0763d1a4924a463_94)] | | |

| | | | | | | [removed: [7](#ibe993b31b57241639698c21c3fd95691_103)] [added: [7](#i970639cb4daa4ac3a0763d1a4924a463_103)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibe993b31b57241639698c21c3fd95691_103)] [added: Operations](#i970639cb4daa4ac3a0763d1a4924a463_103)] | | | | | | [removed: [31](#ibe993b31b57241639698c21c3fd95691_103)] [added: [33](#i970639cb4daa4ac3a0763d1a4924a463_103)] | | |

| | | | | | | [removed: [7A](#ibe993b31b57241639698c21c3fd95691_160)] [added: [7A](#i970639cb4daa4ac3a0763d1a4924a463_160)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibe993b31b57241639698c21c3fd95691_160)] [added: Risk](#i970639cb4daa4ac3a0763d1a4924a463_160)] | | | | | | [removed: [54](#ibe993b31b57241639698c21c3fd95691_160)] [added: [58](#i970639cb4daa4ac3a0763d1a4924a463_160)] | | |

| | | | | | | [removed: [8](#ibe993b31b57241639698c21c3fd95691_163)] [added: [8](#i970639cb4daa4ac3a0763d1a4924a463_166)] | | | | | | [Financial Statements and Supplementary [removed: Data](#ibe993b31b57241639698c21c3fd95691_163)] [added: Data](#i970639cb4daa4ac3a0763d1a4924a463_166)] | | | | | | [removed: [56](#ibe993b31b57241639698c21c3fd95691_163)] [added: [61](#i970639cb4daa4ac3a0763d1a4924a463_166)] | | |

| | | | | | | | | | | | | [Index to Financial [removed: Statements](#ibe993b31b57241639698c21c3fd95691_166)] [added: Statements](#i970639cb4daa4ac3a0763d1a4924a463_169)] | | | | | | [removed: [56](#ibe993b31b57241639698c21c3fd95691_166)] [added: [61](#i970639cb4daa4ac3a0763d1a4924a463_169)] | | |

| | | | | | | [removed: [9](#ibe993b31b57241639698c21c3fd95691_304)] [added: [9](#i970639cb4daa4ac3a0763d1a4924a463_313)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibe993b31b57241639698c21c3fd95691_304)] [added: Disclosure](#i970639cb4daa4ac3a0763d1a4924a463_313)] | | | | | | [removed: [112](#ibe993b31b57241639698c21c3fd95691_304)] [added: [124](#i970639cb4daa4ac3a0763d1a4924a463_313)] | | |

| | | | | | | [removed: [9C](#ibe993b31b57241639698c21c3fd95691_3265)] [added: [9C](#i970639cb4daa4ac3a0763d1a4924a463_322)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibe993b31b57241639698c21c3fd95691_3265)] [added: Inspections](#i970639cb4daa4ac3a0763d1a4924a463_322)] | | | | | | [removed: [112](#ibe993b31b57241639698c21c3fd95691_3265)] [added: [124](#i970639cb4daa4ac3a0763d1a4924a463_322)] | | |

| [removed: [III](#ibe993b31b57241639698c21c3fd95691_313)] [added: [III](#i970639cb4daa4ac3a0763d1a4924a463_325)] | | | | | | [removed: [10](#ibe993b31b57241639698c21c3fd95691_316)] [added: [10](#i970639cb4daa4ac3a0763d1a4924a463_328)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibe993b31b57241639698c21c3fd95691_316)] [added: Governance](#i970639cb4daa4ac3a0763d1a4924a463_328)] | | | | | | [removed: [112](#ibe993b31b57241639698c21c3fd95691_316)] [added: [125](#i970639cb4daa4ac3a0763d1a4924a463_328)] | | |

| | | | | | | [removed: [12](#ibe993b31b57241639698c21c3fd95691_322)] [added: [12](#i970639cb4daa4ac3a0763d1a4924a463_334)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibe993b31b57241639698c21c3fd95691_322)] [added: Matters](#i970639cb4daa4ac3a0763d1a4924a463_334)] | | | | | | [removed: [113](#ibe993b31b57241639698c21c3fd95691_322)] [added: [125](#i970639cb4daa4ac3a0763d1a4924a463_334)] | | |

| | | | | | | [removed: [13](#ibe993b31b57241639698c21c3fd95691_325)] [added: [13](#i970639cb4daa4ac3a0763d1a4924a463_337)] | | | | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ibe993b31b57241639698c21c3fd95691_325)] [added: Independence](#i970639cb4daa4ac3a0763d1a4924a463_337)] | | | | | | [removed: [113](#ibe993b31b57241639698c21c3fd95691_325)] [added: [125](#i970639cb4daa4ac3a0763d1a4924a463_337)] | | |

| | | | | | | [removed: [14](#ibe993b31b57241639698c21c3fd95691_328)] [added: [14](#i970639cb4daa4ac3a0763d1a4924a463_340)] | | | | | | [Principal Accounting Fees and [removed: Services](#ibe993b31b57241639698c21c3fd95691_328)] [added: Services](#i970639cb4daa4ac3a0763d1a4924a463_340)] | | | | | | [removed: [113](#ibe993b31b57241639698c21c3fd95691_328)] [added: [125](#i970639cb4daa4ac3a0763d1a4924a463_340)] | | |

- large truck manufacturers' and original equipment manufacturers' customers discontinuing outsourcing their engine supply needs or experiencing financial distress, [removed: bankruptcy] or change in control;

| [I](#i970639cb4daa4ac3a0763d1a4924a463_13) | | | | | | [1](#i970639cb4daa4ac3a0763d1a4924a463_16) | | | | | | [Business](#i970639cb4daa4ac3a0763d1a4924a463_16) | | | | | | [5](#i970639cb4daa4ac3a0763d1a4924a463_13) | | |

| | | | | | | | | | | | | [Overview](#i970639cb4daa4ac3a0763d1a4924a463_19) | | | | | | [5](#i970639cb4daa4ac3a0763d1a4924a463_19) | | |

| | | | | | | | | | | | | [Supply](#i970639cb4daa4ac3a0763d1a4924a463_43) | | | | | | [11](#i970639cb4daa4ac3a0763d1a4924a463_43) | | |

| | | | | | | | | | | | | [Seasonality](#i970639cb4daa4ac3a0763d1a4924a463_49) | | | | | | [12](#i970639cb4daa4ac3a0763d1a4924a463_49) | | |

| | | | | | | | | | | | | [Backlog](#i970639cb4daa4ac3a0763d1a4924a463_55) | | | | | | [12](#i970639cb4daa4ac3a0763d1a4924a463_55) | | |

| | | | | | | [2](#i970639cb4daa4ac3a0763d1a4924a463_82) | | | | | | [Properties](#i970639cb4daa4ac3a0763d1a4924a463_82) | | | | | | [29](#i970639cb4daa4ac3a0763d1a4924a463_82) | | |

| | | | | | | [6](#i970639cb4daa4ac3a0763d1a4924a463_97) | | | | | | [\[Reserved\]](#i970639cb4daa4ac3a0763d1a4924a463_97) | | | | | | [32](#i970639cb4daa4ac3a0763d1a4924a463_97) | | |

| | | | | | | [9A](#i970639cb4daa4ac3a0763d1a4924a463_316) | | | | | | [Controls and Procedures](#i970639cb4daa4ac3a0763d1a4924a463_316) | | | | | | [124](#i970639cb4daa4ac3a0763d1a4924a463_316) | | |

| | | | | | | [9B](#i970639cb4daa4ac3a0763d1a4924a463_319) | | | | | | [Other Information](#i970639cb4daa4ac3a0763d1a4924a463_319) | | | | | | [124](#i970639cb4daa4ac3a0763d1a4924a463_319) | | |

| | | | | | | [11](#i970639cb4daa4ac3a0763d1a4924a463_331) | | | | | | [Executive Compensation](#i970639cb4daa4ac3a0763d1a4924a463_331) | | | | | | [125](#i970639cb4daa4ac3a0763d1a4924a463_331) | | |

| [IV](#i970639cb4daa4ac3a0763d1a4924a463_343) | | | | | | [15](#i970639cb4daa4ac3a0763d1a4924a463_346) | | | | | | [Exhibits](#i970639cb4daa4ac3a0763d1a4924a463_346) [](#i970639cb4daa4ac3a0763d1a4924a463_346)[and](#i970639cb4daa4ac3a0763d1a4924a463_346) [Financial Statement Schedules](#i970639cb4daa4ac3a0763d1a4924a463_346) | | | | | | [126](#i970639cb4daa4ac3a0763d1a4924a463_346) | | |

| | | | | | | [16](#i970639cb4daa4ac3a0763d1a4924a463_349) | | | | | | [Form 10-K Summary (optional)](#i970639cb4daa4ac3a0763d1a4924a463_349) | | | | | | [128](#i970639cb4daa4ac3a0763d1a4924a463_349) | | |

| | | | | | | | | | | | | [Signatures](#i970639cb4daa4ac3a0763d1a4924a463_352) | | | | | | [129](#i970639cb4daa4ac3a0763d1a4924a463_352) | | |

- evolving environmental and climate change legislation and regulatory initiatives;

- failure to successfully integrate and / or failure to fully realize all of the anticipated benefits of the acquisition of Meritor, Inc. (Meritor);

- any adverse effects of the conflict between Russia and Ukraine and the global response (including government bans or restrictions on doing business in Russia);

- increasing interest rates;

- climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas (GHG) regulations or other legislation designed to address climate change;

- failure to meet environmental, social and governance (ESG) expectations or standards, or achieve our ESG goals;

| [I](#ibe993b31b57241639698c21c3fd95691_13) | | | | | | [1](#ibe993b31b57241639698c21c3fd95691_16) | | | | | | [Business](#ibe993b31b57241639698c21c3fd95691_16) | | | | | | [5](#ibe993b31b57241639698c21c3fd95691_13) | | |

| | | | | | | | | | | | | [Overview](#ibe993b31b57241639698c21c3fd95691_19) | | | | | | [5](#ibe993b31b57241639698c21c3fd95691_19) | | |

| | | | | | | | | | | | | [Supply](#ibe993b31b57241639698c21c3fd95691_43) | | | | | | [10](#ibe993b31b57241639698c21c3fd95691_43) | | |

| | | | | | | | | | | | | [Seasonality](#ibe993b31b57241639698c21c3fd95691_49) | | | | | | [11](#ibe993b31b57241639698c21c3fd95691_49) | | |

| | | | | | | | | | | | | [Backlog](#ibe993b31b57241639698c21c3fd95691_55) | | | | | | [11](#ibe993b31b57241639698c21c3fd95691_55) | | |

| | | | | | | [2](#ibe993b31b57241639698c21c3fd95691_82) | | | | | | [Properties](#ibe993b31b57241639698c21c3fd95691_82) | | | | | | [27](#ibe993b31b57241639698c21c3fd95691_82) | | |

| | | | | | | [6](#ibe993b31b57241639698c21c3fd95691_97) | | | | | | [\[Reserved\]](#ibe993b31b57241639698c21c3fd95691_97) | | | | | | [30](#ibe993b31b57241639698c21c3fd95691_97) | | |

| | | | | | | [9A](#ibe993b31b57241639698c21c3fd95691_307) | | | | | | [Controls and Procedures](#ibe993b31b57241639698c21c3fd95691_307) | | | | | | [112](#ibe993b31b57241639698c21c3fd95691_307) | | |

| | | | | | | [9B](#ibe993b31b57241639698c21c3fd95691_310) | | | | | | [Other Information](#ibe993b31b57241639698c21c3fd95691_310) | | | | | | [112](#ibe993b31b57241639698c21c3fd95691_310) | | |

| | | | | | | [11](#ibe993b31b57241639698c21c3fd95691_319) | | | | | | [Executive Compensation](#ibe993b31b57241639698c21c3fd95691_319) | | | | | | [112](#ibe993b31b57241639698c21c3fd95691_319) | | |

| [IV](#ibe993b31b57241639698c21c3fd95691_331) | | | | | | [15](#ibe993b31b57241639698c21c3fd95691_334) | | | | | | [Exhibits, Financial Statement Schedules](#ibe993b31b57241639698c21c3fd95691_334) | | | | | | [113](#ibe993b31b57241639698c21c3fd95691_334) | | |

| | | | | | | [16](#ibe993b31b57241639698c21c3fd95691_337) | | | | | | [Form 10-K Summary (optional)](#ibe993b31b57241639698c21c3fd95691_337) | | | | | | [115](#ibe993b31b57241639698c21c3fd95691_337) | | |

| | | | | | | | | | | | | [Signatures](#ibe993b31b57241639698c21c3fd95691_340) | | | | | | [116](#ibe993b31b57241639698c21c3fd95691_340) | | |

- any adverse effects of the U.S. government's COVID-19 vaccine mandates;

- increasingly stringent environmental laws and regulations;

- climate change and global warming;

| | | | | | | [removed: South] [added: North] Carolina: [removed: Charleston] [added: Fletcher] | | | | | | Brazil: Sao Paulo | | |

| | | | | | | [removed: Tennessee: Cookeville] [added: South Carolina: Charleston] | | | | | | China: Shanghai, Wuxi, Wuhan | | |

| | | | | | | Wisconsin: Mineral Point, Neillsville | | | | | | [removed: France: Quimper] [added: Germany: Marktheidenfeld] | | |

| | | | | | | | | | | | | Mexico: Ciudad Juarez, [added: Monterrey,] San Luis Potosi | | |

The principal distribution facilities that serve [removed: all of] our segments are as follows:

| | | | | | | Minnesota: White Bear Lake | | | | | | [removed: South Africa: Johannesburg] [added: U.K.: Wellingborough] | | |

| | | | | | | Texas: Dallas | | | | | | [removed: U.K.: Wellingborough] | | |

The principal supply chain facilities that serve [removed: all of] our segments are as follows:

| | | | | | | Tennessee: Cookeville | | | | | | France: Quimper | | |

| | | | | | | Kentucky: Florence | | | | | | South Africa: Johannesburg | | |

| | | | | | | Texas: Dallas | | | | | | | | |

| | | | | | | | | | | | | Germany: Marktheidenfeld | | |

| | | | | | | Texas: Arlington | | | | | | | | |

Our common stock is listed on the NYSE under the symbol "CMI." For other matters related to our common stock and shareholders' equity, see [removed: Note 15,] [added: NOTE 17,] "CUMMINS INC. SHAREHOLDERS' EQUITY," to the *Consolidated Financial Statements*.

At December 31, [removed: 2021,] [added: 2022,] there were [removed: approximately 2,525] [added: 2,446] holders of record of Cummins Inc.'s $2.50 par value common stock.

In December 2021, the Board [removed: of Directors (the Board)] authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the [removed: 2019] [added: $2.0 billion] repurchase [removed: plan.][added: plan authorized in 2019.]

During the three months ended December 31, [removed: 2021,] [added: 2022,] we repurchased [removed: $174] [added: $4] million of common stock under the 2019 authorization.

The dollar value remaining available for future purchases under the 2019 program at December 31, [removed: 2021,] [added: 2022,] was [removed: $592] [added: $218] million.

Our peer group includes BorgWarner Inc., Caterpillar, Inc., Daimler [added: Truck Holding] AG, Deere & Company, Donaldson Company Inc., Eaton Corporation, Emerson Electric Co., Fortive Corporation, W.W. Grainger Inc., Honeywell International, Illinois Tool Works Inc., PACCAR, Parker-Hannifin Corporation, Textron Inc. and Volvo AB.

[removed: ][added: ]

ASSUMES $100 INVESTED ON DECEMBER 31, [removed: 2016][added: 2017]

FISCAL YEAR ENDING DECEMBER 31, [removed: 2021][added: 2022]

| October 1 - October 31 | | | | | | 21,830 | | | | | | $ | 206.12 | | | | | 21,830 | | | | | | $ | 2,218 | |

| November 1 - November 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,218 | | |

| December 1 - December 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,218 | | |

| Total | | | | | | 21,830 | | | | | | 206.12 | | | | | | 21,830 | | | | | | | | |

Daimler Truck Holding AG is excluded from the peer index in the following graph due to the corporate split and public filing in December 2021.

| October 4 - November 7 | | | | | | 263,999 | | | | | | $ | 232.40 | | | | | 263,999 | | | | | | $ | 704 | |

| November 8 - December 5 | | | | | | 91,173 | | | | | | 221.23 | | | | | | 91,173 | | | | | | 684 | | |

| December 6 - December 31 | | | | | | 426,672 | | | | | | 215.99 | | | | | | 426,672 | | | | | | 2,592 | | |

| Total | | | | | | 781,844 | | | | | | 222.14 | | | | | | 781,844 | | | | | | | | |

In December 2019, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the 2018 repurchase plan.

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Changes in [added: Redeemable Noncontrolling Interests and] Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| NOTE | | | | | | [removed: 2] [added: 3] | | | | | | REVENUE FROM CONTRACTS WITH CUSTOMERS | | |

| NOTE | | | | | | [removed: 3] [added: 4] | | | | | | INVESTMENTS IN EQUITY INVESTEES | | |

| NOTE | | | | | | [removed: 4] [added: 5] | | | | | | INCOME TAXES | | |

| NOTE | | | | | | [removed: 5] [added: 6] | | | | | | MARKETABLE SECURITIES | | |

| NOTE | | | | | | [removed: 6] [added: 7] | | | | | | INVENTORIES | | |

| NOTE | | | | | | [removed: 7] [added: 8] | | | | | | PROPERTY, PLANT AND EQUIPMENT | | |

| NOTE | | | | | | [removed: 8] [added: 9] | | | | | | LEASES | | |

| NOTE | | | | | | [removed: 9] [added: 10] | | | | | | GOODWILL AND OTHER INTANGIBLE ASSETS | | |

| NOTE | | | | | | [removed: 10] [added: 11] | | | | | | PENSIONS AND OTHER POSTRETIREMENT BENEFITS | | |

| NOTE | | | | | | [removed: 11] [added: 12] | | | | | | SUPPLEMENTAL BALANCE SHEET DATA | | |

| NOTE | | | | | | [removed: 12] [added: 13] | | | | | | DEBT | | |

| NOTE | | | | | | [removed: 13] [added: 14] | | | | | | PRODUCT WARRANTY LIABILITY | | |

| NOTE | | | | | | [removed: 14] [added: 15] | | | | | | COMMITMENTS AND CONTINGENCIES | | |

| NOTE | | | | | | [removed: 15] [added: 17] | | | | | | CUMMINS INC. SHAREHOLDERS' EQUITY | | |

| NOTE | | | | | | [removed: 16] [added: 18] | | | | | | ACCUMULATED OTHER COMPREHENSIVE LOSS | | |

| NOTE | | | | | | [removed: 17] [added: 19] | | | | | | NONCONTROLLING INTERESTS | | |

| NOTE | | | | | | [removed: 18] [added: 20] | | | | | | STOCK INCENTIVE AND STOCK OPTION PLANS | | |

| NOTE | | | | | | [removed: 19] [added: 21] | | | | | | EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. | | |

| [removed: NOTE] [added: Acquisition of business (Note 2)] | | | | | | [removed: 20] | | | | | | [removed: ACQUISITION] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 111 | | | | | | 111 | | |]

| NOTE | | | | | | [removed: 22] [added: 24] | | | | | | OPERATING SEGMENTS | | |

Management assessed the effectiveness of our internal control over financial reporting and concluded it was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

| [removed: *Chairman] [added: *President] and Chief Executive Officer* | | | | | | *Vice President and Chief Financial Officer* | | |

We have audited the accompanying consolidated balance sheets of Cummins Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of net income, comprehensive income, changes in [added: redeemable noncontrolling interests and] equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding [removed: prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The principal considerations for our determination that performing procedures relating to the [removed: goodwill impairment test for] [added: valuation of] the [removed: Automated Transmission reporting unit] [added: customer relationships acquired in the acquisition of Meritor] is a critical audit matter are (i) the significant judgment by management when [removed: developing] [added: determining] the fair value [added: estimate] of the [removed: Automated Transmission reporting unit;] [added: customer relationships acquired;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating [removed: the] [added: management’s] significant assumptions related to projections of [removed: revenue and projections of gross margin;] [added: EBITDA;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s [removed: goodwill impairment test,] [added: valuation of the customer relationships acquired,] including controls over the [removed: valuation] [added: determination] of the [removed: Automated Transmission reporting unit.][added: significant assumptions related to projections of EBITDA.]

These procedures also included, among [removed: others,] [added: others (i) reading the purchase agreement and (ii)] testing management’s process for [removed: developing] [added: determining] the fair value [added: estimate] of the [removed: Automated Transmission reporting unit.][added: customer relationships acquired.]

This included evaluating the appropriateness of the [removed: discounted cash flow model,] [added: multi-period excess earnings method,] testing the completeness and accuracy of underlying data used in the [removed: discounted cash flow model,] [added: multi-period excess earnings method,] and evaluating the reasonableness of [added: the] significant assumptions used by management related to projections of [removed: revenue and projections of gross margin.][added: EBITDA.]

Evaluating management’s [added: significant] assumptions related to projections of [removed: revenue and projections of gross margin] [added: EBITDA] involved [removed: evaluating whether the assumptions used by management were reasonable] considering (i) the [removed: current and] past performance of [removed: the Automated Transmission reporting unit] [added: Meritor] and (ii) the consistency with [removed: external market] [added: economic] and industry data.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s [removed: discounted cash flow model.][added: multi-period excess earnings method.]

As described in Notes 1 and [removed: 13] [added: 14] to the consolidated financial statements, management estimates and records a liability for base product warranty programs at the time products are sold.

| NOTE | | | | | | 2 | | | | | | ACQUISITIONS | | |

| NOTE | | | | | | 22 | | | | | | DERIVATIVES | | |

| NOTE | | | | | | 23 | | | | | | RUSSIAN OPERATIONS | | |

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 Securities and Exchange Commission (SEC) staff guidance for newly acquired businesses, management’s assessment of the effectiveness of our internal control over financial reporting for the year ending December 31, 2022, 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.

Meritor is a wholly-owned subsidiary whose total assets and total net sales represent approximately 12 percent and 7 percent of our consolidated financial statement amounts as of and for the year ended December 31, 2022.

| /s/ JENNIFER RUMSEY | | | | | | /s/ MARK A. SMITH | | |

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Meritor, Inc. (Meritor) from its assessment of internal control over financial reporting as of December 31, 2022 because it was acquired by the Company in a purchase business combination during 2022.

We have also excluded Meritor from our audit of internal control over financial reporting.

Meritor is a wholly-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 12% and 7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

*Acquisition of Meritor - Valuation of Customer Relationships*

As described in Note 2 to the consolidated financial statements, the Company completed the acquisition of Meritor on August 3, 2022 for the total purchase price of $2.9 billion, including debt that was retired on the closing date of $248 million.

Of the identifiable intangible assets acquired, management recognized customer relationships of $960 million.

Management estimated the fair value of the customer relationships using the multi-period excess earnings method.

Key assumptions used in the multi-period excess earnings method include projections of revenue and earnings or losses before interest expense, income taxes, depreciation and amortization and non-controlling interests (EBITDA), discount rate, customer attrition rates, and customer renewal rates.

February 14, 2023

| Other operating expense, net (Note 23) | | | | | | 174 | | | | | | 31 | | | | | | 46 | | |

| Redeemable noncontrolling interests (Notes 1 and 16) | | | | | | $ | 258 | | | | | $ | 366 | |

| Noncontrolling interests (Note 19) | | | | | | 992 | | | | | | 889 | | |

| Total equity | | | | | | $ | 9,967 | | | | | $ | 9,035 | |

| Russian suspension costs, net of recoveries (Note 23) | | | | | | 111 | | | | | | — | | | | | | — | | |

| Other, net | | | | | | 86 | | | | | | (146) | | | | | | (40) | | |

| Other, net | | | | | | (143) | | | | | | (6) | | | | | | (67) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Fair value adjustment of redeemable noncontrolling interests | | | | | | 231 | | | | | | | | | | | | (231) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (231) | | | | | | — | | | | | | (231) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fair value adjustment of redeemable noncontrolling interests | | | | | | 97 | | | | | | | | | | | | (97) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (97) | | | | | | — | | | | | | (97) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | (24) | | | | | | | | | | | | | | | | | | 2,151 | | | | | | | | | | | | | | | | | | | | | | | | 2,151 | | | | | | 56 | | | | | | 2,207 | | |

| Other comprehensive loss, net of tax (Note 18) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (319) | | | | | | (319) | | | | | | (40) | | | | | | (359) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fair value adjustment of redeemable noncontrolling interests | | | | | | (104) | | | | | | | | | | | | 104 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 104 | | | | | | — | | | | | | 104 | | |

| BALANCE AT DECEMBER 31, 2022 | | | | | | $ | 258 | | | | | $ | 556 | | | | | $ | 1,687 | | | | | $ | 18,037 | | | | | $ | (9,415) | | | | | $ | — | | | | | $ | (1,890) | | | | | $ | 8,975 | | | | | $ | 992 | | | | | $ | 9,967 | |

On August 3, 2022, we completed the acquisition of Meritor, Inc. (Meritor) with a purchase price of $2.9 billion (including debt repaid concurrent with the acquisition).

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| NOTE | | | | | | 21 | | | | | | RESTRUCTURING ACTIONS | | |

| /s/ N. THOMAS LINEBARGER | | | | | | /s/ MARK A. SMITH | | |

*Goodwill Impairment Test - Automated Transmission Reporting Unit*

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,287 million, and the goodwill associated with the Automated Transmission reporting unit was $544 million as of December 31, 2021.

Management performs an impairment test as of the end of the fiscal third quarter each year, or more frequently if events or circumstances indicate the fair value of a reporting unit is less than its carrying amount.

Management performs the annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

Management’s valuation method is an income approach using a discounted cash flow model.

The discounted cash flow model requires projections of revenue, gross margin, operating expenses, working capital investment and fixed asset additions for the Automated Transmission reporting unit over a multi-year period, and a discount rate based upon a weighted-average cost of capital.

February 8, 2022

| Restructuring actions (Note 21) | | | | | | — | | | | | | — | | | | | | 119 | | |

| Total equity | | | | | | $ | 9,401 | | | | | $ | 8,989 | |

| Share-based compensation expense (Note 18) | | | | | | 37 | | | | | | 31 | | | | | | 49 | | |

| Investments in internal use software | | | | | | (52) | | | | | | (47) | | | | | | (75) | | |

| Proceeds from sale of land | | | | | | 20 | | | | | | — | | | | | | — | | |

| Cash flows from derivatives not designated as hedges | | | | | | 49 | | | | | | 4 | | | | | | (44) | | |

| Net (payments) borrowings under short-term credit agreements | | | | | | (28) | | | | | | 10 | | | | | | 53 | | |

| Proceeds from issuing common stock | | | | | | 56 | | | | | | 88 | | | | | | 76 | | |

| BALANCE AT DECEMBER 31, 2018 | | | | | | $ | 556 | | | | | $ | 1,715 | | | | | $ | 12,917 | | | | | $ | (6,028) | | | | | $ | (5) | | | | | $ | (1,807) | | | | | $ | 7,348 | | | | | $ | 911 | | | | | $ | 8,259 | |

| Net income | | | | | | | | | | | | | | | | | | 2,260 | | | | | | | | | | | | | | | | | | | | | | | | 2,260 | | | | | | 8 | | | | | | 2,268 | | |

| Employee benefits trust activity | | | | | | | | | | | | 32 | | | | | | | | | | | | | | | | | | 2 | | | | | | | | | | | | 34 | | | | | | — | | | | | | 34 | | |

COVID-19

The outbreak of COVID-19 in early 2020 became a global pandemic with the resultant economic impacts evolving into a worldwide recession.

The pandemic triggered a significant downturn in our markets globally, which negatively impacted our sales and results of operations during 2020.

While the majority of the negative impacts to demand largely subsided in 2021, we are still experiencing supply chain disruptions and related financial impacts reflected as increased cost of sales.

Our industry continues to be unfavorably impacted by supply chain constraints leading to shortages across multiple components categories and limiting our collective ability to meet end-user demand.

Our customers are also experiencing other supply chain issues and slowing production.

billings on genset deliveries until commissioning occurs.

Our related party sales are presented on the face of our *Consolidated Statements of Net Income*.

Our related party purchases were not material to our financial position or results of operations.

| Russia | | | | | | 334 | | | | | | 191 | | | | | | 157 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Our joint venture agreement for Cummins Westport, Inc. expired on December 31, 2021, and will not be renewed.

Beginning in January 2022, engines previously sold through the joint venture will now be included in our consolidated results.

Our effective tax rate for 2021 was 21.3 percent compared to 22.5 percent for 2020 and 20.0 percent for 2019.

The year ended December 31, 2019, contained $34 million of favorable net discrete tax items, primarily due to withholding taxes and provision to return adjustments.

| Other | | | | | | 78 | | | | | | 52 | | |

| Other | | | | | | (77) | | | | | | (77) | | |

[removed: There] [added: Except as described below, there] has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2021,] [added: 2022,] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

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.

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.

None.

The information required by Item 10 is incorporated by reference to the relevant information under the captions "Corporate [removed: Governance,"] [added: Governance" and] "Election of Directors" in our [removed: 2022] [added: 2023] Proxy Statement, which will be filed within 120 days after the end of [removed: 2021.][added: 2022.]

The information required by Item 11 is incorporated by reference to the relevant information under the caption "Executive Compensation" in our [removed: 2022] [added: 2023] Proxy Statement, which will be filed within 120 days after the end of [removed: 2021.][added: 2022.]

Information concerning our equity compensation plans at December 31, [removed: 2021,] [added: 2022,] was as follows:

| (1) The number is comprised of [removed: 2,743,098] [added: 2,145,963] stock options, [removed: 440,149] [added: 485,299] performance shares and [removed: 29,928] [added: 236,413] restricted shares. See Note [removed: 18,] [added: 20,] "STOCK INCENTIVE AND STOCK OPTION PLANS," to the *Consolidated Financial Statements* for a description of how options and shares are awarded. | | | | | | | | | | | | | | | | | | | | |

| (2) The weighted-average exercise price relates only to the [removed: 2,743,098] [added: 2,145,963] stock options. Performance and restricted shares do not have an exercise price and, therefore, are not included in this calculation. | | | | | | | | | | | | | | | | | | | | |

The remaining information required by Item 12 is incorporated by reference to the relevant information under the caption "Stock Ownership of Directors, Management and Others" in our [removed: 2022] [added: 2023] Proxy Statement, which will be filed within 120 days after the end of [removed: 2021.][added: 2022.]

| Equity compensation plans approved by security holders | | | | | | 2,867,675 | | | | | | $ | 145.57 | | | | | 4,539,907 | | |

| Equity compensation plans approved by security holders | | | | | | 3,213,175 | | | | | | $ | 143.51 | | | | | 5,309,472 | | |

The information required by Item 13 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Other Information-Related Party Transactions" in our [removed: 2022] [added: 2023] Proxy Statement, which will be filed within 120 days after the end of [removed: 2021.][added: 2022.]

The information required by Item 14 is incorporated by reference to the relevant information under the caption [removed: "Selection] [added: "Ratification] of Independent Public Accountants" in our [removed: 2022] [added: 2023] Proxy Statement, which will be filed within 120 days after the end of [removed: 2021.][added: 2022.]

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Changes in [added: Redeemable Noncontrolling Interests and] Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) | | | [(d)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) | | | | | | [Deferred Compensation Plan, as [removed: amended](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) [and restated](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) [February] [added: amended and restated February] 15, [removed: 2021](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) [(incorporated] [added: 2021 (incorporated] by reference to Exhibit [removed: 10(](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)[a](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)[)] [added: 10(a)] to Cummins Inc.’s Quarterly Report on Form 10-Q for the quarter [removed: ended](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) [April 4](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)[, 20](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)[21](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) [(File] [added: ended April 4, 2021 (File] No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)[f](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: [(f)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] | | | | | | [Deferred Compensation Plan for Non-Employee Directors, as [removed: amended](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [and] [added: amended and] restated February 15, [removed: 2021](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [(incorporated] [added: 2021 (incorporated] by reference to Exhibit [removed: 10(](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)[b](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)[)] [added: 10(b)] to Cummins [removed: Inc.'s](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [Quarterly](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [Report] [added: Inc.'s Quarterly Report] on Form [removed: 10-](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)[Q](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [for the](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [quarter](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [ended](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [April 4](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)[, 20](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)[21](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) [(File] [added: 10-Q for the quarter ended April 4, 2021 (File] No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617214000034/ex-10g92814.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617214000034/ex-10g92814.htm)[g](http://www.sec.gov/Archives/edgar/data/26172/000002617214000034/ex-10g92814.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617214000034/ex-10g92814.htm)] [added: [(g)#](http://www.sec.gov/Archives/edgar/data/26172/000002617214000034/ex-10g92814.htm)] | | | | | | [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. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617214000034/ex-10g92814.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm)[h](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm)] [added: [(h)#](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm)] | | | | | | [Cummins Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10(i) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_i.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_i.htm)[i](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_i.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_i.htm)] [added: [(i)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_i.htm)] | | | | | | [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. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_i.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)[j](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)] [added: [(j)#](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)] | | | | | | [2006 Executive Retention Plan, as amended (incorporated by reference to Exhibit 10(j) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_k.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_k.htm)[k](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_k.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_k.htm)] [added: [(k)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_k.htm)] | | | | | | [Senior Executive Target Bonus Plan (incorporated by reference to Exhibit 10(k) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_k.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm)[l](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm)] [added: [(l)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm)] | | | | | | [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. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_m.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_m.htm)[m](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_m.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_m.htm)] [added: [(m)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_m.htm)] | | | | | | [Form of Stock Option Agreement under the 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10(m) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009) (File No. 001-04949).](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_m.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617220000019/cmi2020q1ex10b.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617220000019/cmi2020q1ex10b.htm)[n](http://www.sec.gov/Archives/edgar/data/26172/000002617220000019/cmi2020q1ex10b.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617220000019/cmi2020q1ex10b.htm)] [added: [(n)#](http://www.sec.gov/Archives/edgar/data/26172/000002617220000019/cmi2020q1ex10b.htm)] | | | | | | [Form of Long-Term Grant Notice under the 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 29, 2020 (File No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617220000019/cmi2020q1ex10b.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617218000039/cmi2018q210-qex10.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617218000039/cmi2018q210-qex10.htm)[o](http://www.sec.gov/Archives/edgar/data/26172/000002617218000039/cmi2018q210-qex10.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617218000039/cmi2018q210-qex10.htm)] [added: [(o)#](http://www.sec.gov/Archives/edgar/data/26172/000002617218000039/cmi2018q210-qex10.htm)] | | | | | | [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. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617218000039/cmi2018q210-qex10.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[p](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)] [added: [(p)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)] | | | | | | [Form of Stock Option Agreement under the 2012 Omnibus Incentive Plan [removed: (](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[incorporated] [added: (incorporated] by reference to Exhibit 10(q) to [removed: C](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[ummins] [added: Cummins] Inc.'s Annual Report [removed: o](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[n] [added: on] Form 10-K for [removed: th](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[e] [added: the] year ended December [removed: 3](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[1](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[,] [added: 31,] 2020 (File No. [removed: 001-](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[0](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[4949)](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)[).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10q.htm)] | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[q](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)] [added: [(q)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)] | | | | | | [Key Employee Stock Investment Plan [removed: (](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[incorporated] [added: (incorporated] by reference to Exhibit [removed: 1](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[0](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[(r)](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm) [](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[to Cu](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[mmins] [added: 10(r) to Cummins] Inc.'s Annual Report on Form 10-K for the year ended December [removed: 3](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[1,] [added: 31,] 2020 (File No. [removed: 001-](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[0](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[4949)](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)[).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000012/cmi202010-kex10r.htm)] | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex101august182021.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex101august182021.htm)[r](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex101august182021.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex101august182021.htm)] [added: [(r)](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex101august182021.htm)] | | | | | | [removed: [Third] [added: [Fourth] Amended and Restated 364-Day Credit Agreement, dated as of August [removed: 18, 2021,] [added: 17, 2022,] by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders [removed: 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. with the Securities and Exchange Commission on August [removed: 18, 2021] [added: 19, 2022] (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex101august182021.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465922092951/tm2224159d1_ex10-1.htm)] | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)[s](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)] [added: [(s)](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)] | | | | | | [removed: [Amended] [added: [Amendment No. 1 to Amended] and Restated Credit Agreement, dated as of August [removed: 18, 2021,] [added: 17, 2022,] by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders [removed: and Agents] party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August [removed: 18, 2021] [added: 19, 2022] (File [removed: No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)] [added: No.001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465922092951/tm2224159d1_ex10-3.htm)] | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm) | | | [removed: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm)[t](http://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm)[)#](http://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm)] [added: [(t)#](http://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm)] | | | | | | [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. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm) | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex21.htm)] | | | | | | | | | [Subsidiaries of the Registrant (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex21.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex23.htm)] | | | | | | | | | [Consent of PricewaterhouseCoopers LLP (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex23.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex23.htm)] | | |

| [removed: [24](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex24.htm)] | | | | | | | | | [Powers of Attorney (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex24.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex24.htm)] | | |

| [removed: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex31a.htm)] [added: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex31a.htm)] | | | [removed: [(a)](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex31a.htm)] [added: [(a)](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex31a.htm)] | | | | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex31a.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex31a.htm)] | | |

| [removed: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex31b.htm)] [added: [31](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex31b.htm)] | | | [removed: [(b)](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex31b.htm)] [added: [(b)](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex31b.htm)] | | | | | | [Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex31b.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex31b.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex32.htm)] | | | | | | | | | [Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617222000008/cmi202110-kex32.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex32.htm)] | | |

* 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, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (iii) the Consolidated Balance Sheets for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] (iv) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (v) the Consolidated Statements of Changes in [added: Redeemable Noncontrolling Interests and] Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] and (vi) Notes to the Consolidated Financial Statements.

| [2](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm) | | | [(a)](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm) | | | | | | [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](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)[).](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617222000036/ex101july192022.htm) | | | [(](http://www.sec.gov/Archives/edgar/data/26172/000002617222000036/ex101july192022.htm)[u](http://www.sec.gov/Archives/edgar/data/26172/000002617222000036/ex101july192022.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000002617222000036/ex101july192022.htm) | | | | | | [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. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617222000036/ex101july192022.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000110465922092951/tm2224159d1_ex10-2.htm) | | | [(](http://www.sec.gov/Archives/edgar/data/26172/000110465922092951/tm2224159d1_ex10-2.htm)[v](http://www.sec.gov/Archives/edgar/data/26172/000110465922092951/tm2224159d1_ex10-2.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465922092951/tm2224159d1_ex10-2.htm) | | | | | | [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. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465922092951/tm2224159d1_ex10-2.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-1.htm) | | | [(](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-1.htm)[w](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-1.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-1.htm) | | | | | | [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)).](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-1.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-2.htm) | | | [(](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-2.htm)[x](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-2.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-2.htm) | | | | | | [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)).](http://www.sec.gov/Archives/edgar/data/26172/000110465922106304/tm2227273d1_ex10-2.htm) | | |

| [10](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex10y.htm) | | | [(y)#](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex10y.htm) | | | | | | [Deposit Share Program](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex10y.htm)[, dated as of February 13, 2023](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex10y.htm) [(filed herewith).](https://www.sec.gov/Archives/edgar/data/26172/000002617223000005/cmi202210-kex10y.htm) | | |

| | | | | | | Mark A. Smith *Vice President and Chief Financial Officer* *(Principal Financial Officer)* | | | | | | | | | | | | [removed: Christopher C. Clulow] [added: Luther E. Peters] *Vice President—Corporate Controller* *(Principal Accounting Officer)* | | |

| Date: | | | | | | February [removed: 8, 2022] [added: 14, 2023] | | | | | | | | | | | | | | |

| [removed: /s/] N. [removed: THOMAS LINEBARGER] [added: Thomas Linebarger] | | | | | | Chairman of the Board [removed: of Directors] and [removed: Chief] Executive [removed: Officer (Principal Executive Officer)] [added: Chairman] | | | | | | [removed: February 8, 2022] | | |

| /s/ MARK A. SMITH | | | | | | Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 8, 2022] [added: 14, 2023] | | |

| /s/ [removed: CHRISTOPHER C. CLULOW] [added: LUTHER E. PETERS] | | | | | | Vice President—Corporate Controller (Principal Accounting Officer) | | | | | | February [removed: 8, 2022] [added: 14, 2023] | | |

| By: | | | | | | /s/ MARK A. SMITH | | | | | | By: | | | | | | /s/ LUTHER E. PETERS | | |

| /s/ JENNIFER RUMSEY | | | | | | President and Chief Executive Officer (Principal Executive Officer) | | | | | | February 14, 2023 | | |

| Jennifer Rumsey | | | | | | | | | | | | | | |

| Luther E. Peters | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| Gary L. Belske | | | | | | Director | | | | | | | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| * | | | | | | | | | | | | February 14, 2023 | | |

| By: | | | | | | /s/ MARK A. SMITH | | | | | | By: | | | | | | /s/ CHRISTOPHER C. CLULOW | | |

| N. Thomas Linebarger | | | | | | | | | | | | | | |

| Christopher C. Clulow | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | February 8, 2022 | | |

| Franklin R. ChangDiaz | | | | | | Director | | | | | | | | |

| Alexis M. Herman | | | | | | Director | | | | | | | | |