Cummins (CMI) 10-K risk factor changes: FY2023 vs FY2022

[removed: It is possible that the] [added: The] consequences resulting from [removed: our formal review] [added: the resolution of the foregoing matters are uncertain] and [removed: these regulatory processes] [added: the related expenses and reputational damage] could have a material adverse impact on our results of [removed: operations] [added: operations, financial condition] and cash flows.

[removed: Any delays in implementation or enforcement could] result in a loss of our competitive advantage and could have a material adverse impact on our results of operations, financial condition and cash flows.

In particular, changing U.S. export controls and sanctions on China, as well as other restrictions affecting transactions involving China and Chinese parties, could affect our ability to collect receivables, [added: access cash generated in China,] 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: The amounts ultimately paid upon resolution of these or] subsequent tax audits could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our tax provision.

Our [removed: plants and] operations are subject to increasingly stringent environmental laws and regulations in all of the countries in which we operate, including laws and regulations governing air emission, [added: carbon content,] discharges to water and the generation, handling, storage, transportation, treatment and disposal of waste materials.

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 [removed: greenhouse gas (GHG)] [added: GHG] emissions.

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

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

We [added: have, and] will be [removed: required] [added: continued] to [added: be required to,] devote significant management attention and resources to integrating Meritor’s operations.

[removed: 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.

[removed: The ongoing conflict between Russia] [added: Those] and [removed: Ukraine,] [added: related expenses] and [removed: the global response (including government bans or restrictions on doing business in Russia),] [added: reputational damage] could have a material adverse impact on our results of operations, financial condition and cash flows.

For [removed: 2022,] [added: 2023,] we recognized [removed: $349] [added: $483] million of equity, royalty and interest income from investees, compared to [removed: $506] [added: $349] million in [removed: 2021.][added: 2022.]

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

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

[added: 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.

[removed: Whether] [added: A delay] or [removed: not] [added: failure to complete] the [removed: separation is completed,] [added: divestiture could result in] our businesses [removed: may face] [added: facing] material challenges in connection with this transaction, including, without limitation:

- the diversion of management’s attention from ongoing business concerns and impact on our businesses as a result of the devotion of management’s attention to strategic alternatives for the [removed: filtration business, including the separation;][added: Atmus divestiture;]

- retaining existing business and operational relationships, including with customers, suppliers, employees and other counterparties, and attracting new business and operational relationships; [added: and]

- foreseen and unforeseen dis-synergy costs, costs of restructuring transactions (including taxes) and other significant costs and [removed: expenses; and][added: expenses.]

Any of these factors could have a material adverse effect on [removed: our] [added: each of Cummins' and Atmus's respective] business, financial condition, results of operations and cash flows.

In addition, if the [removed: separation] [added: divestiture] is completed, the new independent company will incur ongoing costs, including costs of operating as an independent company, that the [removed: separated] [added: divested] business will no longer be able to share.

Our business and operations are subject to interest rate risks and changes in interest rates can reduce demand for our products and increase borrowing [removed: costs.][added: costs and result in non-cash charges]

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

As the impact of any [added: additional] future 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.

[removed: While we continually work to safeguard] [added: As such,] our information technology environment [removed: and mitigate potential risks, there is no assurance that these actions will be sufficient to prevent] [added: faces] information technology security threats, such as security breaches, computer malware, ransomware attacks and other "cyber attacks," which are increasing in both frequency and sophistication, along with power outages or hardware failures.

[added: 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.

Our further aid to emerging market customers could [added: adversely affect our relationships with developed market customers.]

- increased risk of litigation, investigations or regulatory enforcement [removed: action;][added: actions;]

At December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 73,600] [added: 75,500] persons worldwide.

Approximately [removed: 23,400] [added: 21,900] of our employees worldwide were represented by various unions under collective bargaining agreements that expire between [removed: 2023] [added: 2024] and [removed: 2027.][added: 2028.]

While we have reached the Agreement in Principle with the EPA, CARB, DOJ and CA AG to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. and recorded a charge of $2.036 billion in the fourth quarter of 2023 in connection with the Agreement in Principle, the Agreement in Principle remains subject to final regulatory and judicial approvals.

In addition, we have incurred, and likely will incur, other additional claims, costs and expenses in connection with the matters covered by the Agreement in Principle and other matters related to our compliance with emission standards for our engines, including with respect to additional regulatory action and collateral litigation related to these matters.

In December 2023, we announced that we reached the Agreement in Principle and recorded a charge of $2.036 billion in the fourth quarter of 2023 to resolve the matters addressed by the Agreement in Principle involving approximately one million of our pick-up truck applications in the U.S. This charge was in addition to the previously announced charges of $59 million for the recalls of model years 2013 through 2018 RAM 2500 and 3500 trucks and model years 2016 through 2019 Titan trucks.

Failure to comply with the terms and conditions of the Agreement in Principle will also subject us to further stipulated penalties.

The Agreement in Principle remains subject to final regulatory and judicial approvals, and we cannot be certain that the Agreement in Principle will be approved, in its current form, or at all.

We have also been in communication with other non-U.S. regulators regarding matters related to the emission systems in our engines and may also become subject to additional regulatory review in connection with these matters.

In connection with our announcement of our entry into the Agreement in Principle, we have become subject to shareholder, consumer and third-party litigation regarding the matters covered by the Agreement in Principle and we may become subject to additional litigation in connection with these matters.

See NOTE 15, "COMMITMENTS AND CONTINGENCIES," to the *Consolidated Financial Statements* for additional information.

In addition, failure to comply with the terms and conditions of the Agreement in Principle will subject us to stipulated penalties.

Any delays in implementation or enforcement could

For example, in October 2023, the EPA published a final rule imposing reporting and recordkeeping requirements on manufacturers and importers of per- and polyfluoroalkyl substances (PFAS).

We may become subject to additional evolving regulations related to the cleanup of contaminated property, such as the EPA's proposal to designate two widely used PFAS as hazardous substances.

The amounts ultimately paid upon resolution of these or

In particular, increased levels of inflation, rising interest rates and

efforts to reduce our cost structure.

We may not realize the anticipated value or tax treatment for the anticipated full divestiture of our interest in Atmus Filtration Technologies Inc. (Atmus).

There are uncertainties and risks related to the timing and potential value to Cummins, Atmus and our respective shareholders of the planned divestiture of Atmus, including business, industry and market risks, as well as risks involving realizing the anticipated favorable tax treatment of the divestiture if there is a significant delay or failure to complete the divestiture.

Failure to implement the divestiture effectively could result in a lower value to Cummins, Atmus and our respective shareholders.

flows.

Rising interest rates could also impact certain goodwill assets requiring non-cash impairment charges which could have a material adverse impact on our earnings.

We are conducting a formal internal review of our emission certification process and compliance with emission standards with respect to our pick-up truck applications and are working with the EPA and CARB to address their questions about these applications.

Due to the continuing nature of our formal internal review and on-going discussions with the EPA and CARB, we cannot predict the final results of this formal review and these regulatory processes, nor whether, or the extent to which, they could have a material adverse impact on our results of operations and cash flows.

We previously announced that we are conducting a formal internal review of our emissions certification process and compliance with emission standards with respect to all of our pick-up truck applications, following conversations with the EPA and CARB regarding certification of our engines for model year 2019 RAM 2500 and 3500 trucks.

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 are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements.

Based on discussions with the regulators, we have developed a new calibration for the engines in model year 2019 RAM 2500 and 3500 trucks that has been included in all engines shipped since September 2019.

During our 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 2018 and Titan trucks for model years 2016 through 2019.

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.

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

Due to the presence of many unknown facts and circumstances, we are not yet able to estimate any further financial impact of these matters.

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

We may not complete the separation of our filtration business within the time frame we anticipate or at all.

The separation may present difficulties that could have an adverse effect on us and/or the independent business resulting from the separation and/or costs associated with the separation may be higher than anticipated.

Additionally, if we complete the separation, we may not realize some or all of the expected benefits of the separation.

In August 2021, we announced our exploration of strategic alternatives for our filtration business unit, including the potential separation of the business into a stand-alone company (the “separation”).

Any separation would be complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment and market conditions or regulatory or political conditions may affect our ability to complete the separation, within the anticipated time frame or at all.

- execution and related risks in connection with financing transactions undertaken in connection with the separation;

- any potential negative reactions from the financial markets resulting from the separation.

Those costs may exceed our estimates or could diminish the benefits we expect to realize from the separation.

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

adversely affect our relationships with developed market customers.

- RECENTLY ADOPTED [added: AND RECENTLY ISSUED] ACCOUNTING PRONOUNCEMENTS

The following is the discussion and analysis of changes in the financial condition and results of operations for fiscal year [removed: 2022] [added: 2023] compared to fiscal year [removed: 2021.][added: 2022.]

The discussion and analysis of fiscal year [removed: 2020] [added: 2021] and changes in the financial condition and results of operations for fiscal year [removed: 2021] [added: 2022] compared to fiscal year [removed: 2020] [added: 2021,] that are not included in this Form [removed: 10-K] [added: 10-K,] may be found in Part II, ITEM 7 of our [Annual Report on Form [removed: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000002617222000008/cmi-20211231.htm)] [added: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000002617223000005/cmi-20221231.htm)] for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed with the Securities and Exchange Commission (SEC) on February [removed: 8, 2022.][added: 14, 2023.]

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, [added: valvetrain technologies,] controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, batteries, electrified power systems, [removed: electric powertrains,] hydrogen production [added: technologies] and fuel cell products.

We have long-standing relationships with many of the leading manufacturers in the markets we serve, including PACCAR Inc, Traton [removed: Group (formerly Navistar International Corporation),] [added: Group,] Daimler Trucks North America and Stellantis N.V. We serve our customers through a service network of approximately [removed: 460] [added: 450] wholly-owned, joint venture and independent distributor locations and more than [removed: 10,000] [added: 19,000] Cummins certified dealer locations in approximately 190 countries and territories.

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

The Components segment sells [removed: filtration products,] [added: axles, drivelines, brakes and suspension systems for commercial diesel and natural gas applications,] aftertreatment systems, turbochargers, [removed: electronics,] fuel systems, [added: valvetrain technologies, filtration products,] automated [removed: transmissions, axles, drivelines, brakes] [added: transmissions] and [removed: suspension systems.][added: electronics.]

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

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

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

See NOTE [removed: 2,] [added: 24,] "ACQUISITIONS," to the *Consolidated Financial Statements* for additional information.

[added: | (2)] See NOTE [removed: 23,] [added: 22,] "RUSSIAN OPERATIONS," to our *Consolidated Financial Statements* for additional information. [added: | | | | | | | | | | | | | | | | | |]

| In millions, except per share amounts | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | [removed: 28,074] [added: 34,065] | | | | | $ | [removed: 24,021] [added: 28,074] | | | | | $ | [removed: 19,811] [added: 24,021] | | | | | | | | | | | | | |

| Net income attributable to Cummins Inc. | | | | | | [removed: 2,151] [added: 735] | | | | | | [removed: 2,131] [added: 2,151] | | | | | | [removed: 1,789] [added: 2,131] | | | | | | | | | | | | | | |

| Basic | | | | | | $ | [removed: 15.20] [added: 5.19] | | | | | $ | [removed: 14.74] [added: 15.20] | | | | | $ | [removed: 12.07] [added: 14.74] | | | | | | | | | | | | | |

| Diluted | | | | | | [removed: 15.12] [added: 5.15] | | | | | | [removed: 14.61] [added: 15.12] | | | | | | [removed: 12.01] [added: 14.61] | | | | | | | | | | | | | | |

Worldwide revenues improved [removed: 17] [added: 21] percent in [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] due to [removed: Meritor] [added: increased axles and brakes] sales [added: in the Components segment] of [removed: $1.9] [added: $2.9] billion [removed: since] [added: from] the [removed: date of acquisition, favorable pricing] [added: Meritor acquisition on August 3, 2022,] and higher demand in all operating segments and most geographic [removed: regions except for China and Russia.][added: regions, partially offset by the decrease in Russian sales due to the indefinite suspension of our Russian operations in March 2022.]

International demand (excludes the U.S. and Canada) improved by [removed: 8 percent compared to 2021,] [added: 20 percent,] with [removed: lower] [added: higher] sales in [removed: China (due to] [added: most geographic regions, partially offset by] a [removed: sharp slowdown] [added: decrease] in [removed: construction and truck markets, exacerbated by COVID lockdowns) and Russia (resulting from] [added: Russian sales due to] the indefinite suspension of our [removed: Russian operations)][added: operations in March 2022.]

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

Unfavorable foreign currency fluctuations impacted international sales by [removed: 5] [added: 1] percent (mainly the [removed: Euro,] Chinese [removed: renminbi, British pound] [added: renminbi] and Indian [removed: rupee).][added: rupee, partially offset by the Euro).]

The following table contains sales and EBITDA [removed: (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: 2022] [added: 2023,] and [removed: 2021.][added: 2022.]

See NOTE [removed: 24,] [added: 25,] "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: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | Percent change | | | | | | | | |

| | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | |

| Components | | | | | | [removed: 9,736] [added: $] | [added: 13,409] | | | | | [removed: 34] [added: 39] | | % | | | | [removed: 1,346] [added: $] | [added: 1,840] | | | | | [removed: 7,665] [added: $] | [added: 9,736] | | | | | [removed: 32] [added: 34] | | % | | | | [removed: 1,180] [added: $] | [added: 1,346] | | | | | [removed: 27] [added: 38] | | % | | | | [removed: 14] [added: 37] | | % |

| Distribution | | | | | | [removed: 8,929] [added: 10,249] | | | | | | [removed: 32] [added: 30] | | % | | | | [removed: 888] [added: 1,209] | | | | | | [removed: 7,772] [added: 8,929] | | | | | | 32 | | % | | | | [removed: 731] [added: 888] | | | | | | 15 | | % | | | | [removed: 21] [added: 36] | | % |

| Power Systems | | | | | | [removed: 5,033] [added: 5,673] | | | | | | [removed: 18] [added: 17] | | % | | | | [removed: 596] [added: 836] | | | | | | [removed: 4,415] [added: 5,033] | | | | | | 18 | | % | | | | [removed: 496] [added: 596] | | | | | | [removed: 14] [added: 13] | | % | | | | [removed: 20] [added: 40] | | % |

| Intersegment eliminations | | | | | | [removed: (6,767)] [added: (7,304)] | | | | | | [removed: (24)] [added: (21)] | | % | | | | [removed: (232)] [added: (2,055)] | | | | | | [removed: (5,901)] [added: (6,767)] | | | | | | [removed: (25)] [added: (24)] | | % | | | | [removed: (74)] [added: (232)] | | | | | | [removed: 15] [added: 8] | | % | | | | NM | | |

| Total | | | | | | $ | [removed: 28,074] [added: 34,065] | | | | | 100 | | % | | | | $ | [removed: 3,799] [added: 3,017] | | (1) | | | $ | [removed: 24,021] [added: 28,074] | | | | | 100 | | % | | | | $ | [removed: 3,521] [added: 3,799] | | [added: (2)] | | | [removed: 17] [added: 21] | | % | | | | [removed: 8] [added: (21)] | | % |

| [removed: (1)] [added: (2)] EBITDA includes $111 million of costs associated with the [added: indefinite] 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 [added: Atmus. See NOTE 22, "RUSSIAN OPERATIONS," to] our [removed: filtration business.] [added: *Consolidated Financial Statements* for additional information.] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Net income attributable to Cummins Inc. for [removed: 2022] [added: 2023] was [removed: $2.2 billion,] [added: $735 million,] or [removed: $15.12] [added: $5.15] per diluted share, on sales of [removed: $28.1] [added: $34.1] billion, compared to [removed: 2021] [added: 2022] net income attributable to Cummins Inc. of [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.

The increase in gross margin and gross margin as a percentage of sales was mainly due to favorable pricing and [removed: increased volumes,] [added: higher volumes (including sales of axles and brakes from the Meritor acquisition),] partially offset by higher [removed: material costs and increased] compensation expenses.

We generated [removed: $2.0] [added: $4.0] billion of operating cash flows in [removed: 2022,] [added: 2023,] compared to [removed: $2.3] [added: $2.0] billion in [removed: 2021.][added: 2022.]

Our debt to capital ratio (total capital defined as debt plus equity) at December 31, [removed: 2022,] [added: 2023,] was [removed: 44.1] [added: 40.3] percent, compared to [removed: 31.5] [added: 44.1] percent at December 31, [removed: 2021.][added: 2022.]

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $2.6] [added: $2.7] billion in cash and marketable securities on hand and access to our $4.0 billion credit [removed: facilities, net] [added: facilities (net] of commercial paper [removed: outstanding,] [added: outstanding), if necessary,] to meet acquisition, working capital, investment and funding needs.

See NOTE [removed: 17, "CUMMINS INC. SHAREHOLDERS' EQUITY"] [added: 24, "ACQUISITIONS,"] to the *Consolidated Financial Statements* for additional information.

See NOTE [removed: 2,] [added: 24,] "ACQUISITIONS," to our *Consolidated Financial Statements* for additional information.

On [removed: September 30, 2022,] [added: February 15, 2023,] certain of our subsidiaries entered into [removed: a] [added: an amendment to the] $1.0 billion credit [removed: agreement,] [added: agreement (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 [removed: business.][added: business, extending the Credit Agreement termination date from March 30, 2023, to June 30, 2023.]

See NOTE 13, "DEBT," to our *Consolidated Financial Statements* for additional [removed: information.][added: information.]

- 2024 OUTLOOK

As previously announced, beginning in the first quarter of 2023, we realigned certain businesses and regions within our reportable segments to be consistent with how our segment managers monitor the performance of our segments.

We reorganized the businesses within our Components segment to carve out the electronics business into the newly formed software and electronics business and combined the turbo technologies and fuel systems businesses into the newly formed engine components business.

On May 26, 2023, with the Atmus Filtration Technologies Inc. (Atmus) initial public offering (IPO), we changed the name of our Components' filtration business to Atmus.

Our Components segment now consists of the following businesses: axles and brakes, emission solutions, engine components, Atmus, automated transmissions and software and electronics.

In the first quarter of 2023, as a result of the indefinite suspension of operations in Russia, we reorganized the regional management structure of our Distribution segment and moved all Commonwealth of Independent States (CIS) sales into the Europe and Africa and Middle East regions.

The Russian portion of prior period CIS sales moved to the Europe region.

In March 2023, we rebranded our New Power segment as "Accelera" to better represent our commitment to zero-emission technologies.

In addition, we moved our NPROXX joint venture from the Accelera segment to the Engine segment, which adjusted both the equity, royalty and interest income (loss) from investees and segment EBITDA (defined as earnings or losses before interest expense, income taxes, depreciation, amortization and noncontrolling interests) line items for the prior years.

We started to report results for the changes within our operating segments effective January 1, 2023, and reflected these changes in the historical periods presented.

Agreement in Principle

In December 2023, we announced that we reached an agreement in principle with the U.S. Environmental Protection Agency (EPA), the California Air Resources Board (CARB), the Environmental and Natural Resources Division of the U.S. Department of Justice (DOJ) and the California Attorney General’s Office (CA AG) to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. (collectively, the Agreement in Principle).

As part of the Agreement in Principle, among other things, we agreed to pay civil penalties, complete recall requirements, undertake mitigation projects, provide extended warranties, undertake certain testing, take certain corporate compliance measures and make certain payments.

Failure to comply with the terms and conditions of the Agreement in Principle will subject us to further stipulated penalties.

We recorded a charge of $2.036 billion in the fourth quarter of 2023 to resolve the matters addressed by the Agreement in Principle involving approximately one million of our pick-up truck applications in the U.S. This charge was in addition to the previously announced charges of $59 million for the recalls of model years 2013 through 2018 RAM 2500 and 3500 trucks and model years 2016 through 2019 Titan trucks.

Of this amount, $1.938 billion relates to payments that are expected to be made in 2024.

2023 Results

Net sales in the U.S. and Canada improved by 22 percent primarily due to incremental sales of axles and brakes,

increased demand in all Distribution product lines and stronger demand in heavy-duty and medium-duty truck markets, which positively impacted most Components businesses.

| Engine | | | | | | 11,684 | | | | | | 34 | | % | | | | 1,630 | | | | | | 10,945 | | | | | | 39 | | % | | | | 1,535 | | | | | | 7 | | % | | | | 6 | | % |

| Accelera | | | | | | 354 | | | | | | 1 | | % | | | | (443) | | | | | | 198 | | | | | | 1 | | % | | | | (334) | | | | | | 79 | | % | | | | (33) | | % |

| (1) EBITDA includes $2.0 billion related to the Agreement in Principle and $100 million of costs associated with the IPO and separation of Atmus. See NOTE 2, "AGREEMENT IN PRINCIPLE," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The decreases in net income attributable to Cummins Inc. and earnings per diluted share were driven by the $2.0 billion charge related to the Agreement in Principle and increased compensation expenses, partially offset by higher net sales and improved gross margins.

The decrease was primarily due to lower debt.

On October 2, 2023, we repaid our $500 million senior notes, due 2023, using a combination of cash on hand and additional commercial paper borrowings.

On October 2, 2023, we purchased all of the equity ownership of Faurecia's U.S. and Europe commercial vehicle exhaust business from the Forvia Group for $210 million, subject to final working capital and other adjustments.

On June 29, 2023, a share purchase agreement was executed with the minority shareholders of Hydrogenics Corporation (Hydrogenics) whereby we agreed to pay the minority shareholders $335 million for their 19 percent ownership, including the settlement of shareholder loans of $48 million.

As part of the share purchase agreement, Hydrogenics entered into three non-interest-bearing promissory notes with $175 million paid on July 31, 2023, and the remaining $160 million due in three installments through 2025.

In connection with the 364-day credit agreement, effective June 5, 2023, we terminated our $500 million incremental 364-day credit agreement dated August 17, 2022.

On May 23, 2023, in connection with the Atmus IPO, Cummins issued approximately $350 million of commercial paper with certain lenders.

On May 26, 2023, Atmus shares began trading on the New York Stock Exchange under the symbol "ATMU." The IPO was completed on May 30, 2023, whereby Cummins exchanged 19.5 percent (approximately 16 million shares) of its ownership in Atmus, at $19.50 per share, to retire $299 million of the commercial paper as proceeds from the offering through a non-cash transaction.

As we still own 80.5 percent of Atmus shares, it remains included in our *Consolidated Financial Statements*.

On April 3, 2023, we purchased all of the equity ownership interest of Teksid Hierro de Mexico, S.A. de C.V. (Teksid MX) and Teksid, Inc. from Stellantis N.V. for approximately $143 million, subject to certain adjustments set forth in the agreement.

As of the date of this filing, our credit ratings from Moody's Investor Services, Inc. remain unchanged and the outlook remains stable, while Standard and Poor's Rating Services downgraded our long-term rating to A while our short-term rate remained at A1 and our outlook remained stable.

The types of expenses included in cost of sales are the following: parts and material consumption, including direct and indirect materials; compensation and related expenses including variable compensation, salaries and fringe benefits; depreciation on

Compensation and related expenses include variable compensation, salaries and fringe benefits.

Compensation and related expenses include variable compensation, salaries and fringe benefits.

and Beijing Foton Cummins Engine Co., Ltd., higher royalty and interest income from investees and increased joint venture earnings from the Meritor acquisition.

| Agreement in Principle (1) | | | | | | $ | (2,036) | | | | | $ | — | | | | |

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

- 2023 OUTLOOK

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.

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.

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.

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.

2022 Results

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our 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 limiting full production capabilities.

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

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

| Engine | | | | | | $ | 10,945 | | | | | 39 | | % | | | | $ | 1,541 | | | | | $ | 9,954 | | | | | 42 | | % | | | | $ | 1,411 | | | | | 10 | | % | | | | 9 | | % |

| New Power | | | | | | 198 | | | | | | 1 | | % | | | | (340) | | | | | | 116 | | | | | | 1 | | % | | | | (223) | | | | | | 71 | | % | | | | (52) | | % |

| "NM" - not meaningful information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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.

Diluted earnings per common share for 2022 benefited $0.15 per share from fewer weighted-average shares outstanding, primarily due to the stock repurchase program.

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

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

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

The following describes our risk exposures and provides the results of a sensitivity analysis performed at December 31, [removed: 2022.][added: 2023.]

See NOTE [removed: 22,] [added: 21,] "DERIVATIVES," to our *Consolidated Financial Statements* for additional information.

For the years ended December 31, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] there were no circumstances that resulted in the discontinuance of a foreign currency cash flow hedge.

At December 31, [removed: 2022,] [added: 2023,] 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: $9] [added: $29] million.

We manage our exposure to interest rate fluctuations through the use of interest rate [removed: swaps and interest rate locks.][added: swaps.]

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: $7] [added: $3] million, as calculated as of December 31, [removed: 2022.][added: 2023.]

However, this does not take into consideration an offset in the underlying hedged [removed: items.][added: items when using fair value hedges.]

At December 31, [removed: 2022,] [added: 2023,] realized and unrealized gains and losses related to these hedges were not material to our financial statements.

We also limit our exposure to commodity price risk by entering into purchasing arrangements to fix the price of certain volumes of [removed: platinum and] [added: platinum,] palladium [added: and iridium] expected to be used in our products.

We enter into physical forward contracts with suppliers of [removed: platinum and] [added: platinum,] palladium [added: and iridium] to purchase some volumes of the commodities at contractually stated prices for various periods, generally less than two years.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount.

Interest rate swaps designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for us making variable-rate payments over the life of the agreements without exchange of the underlying notional amount.

We also may hedge the anticipated issuance of fixed-rate debt, and these contracts are designated as cash flow hedges.

purposes.

We were founded in 1919 as Cummins Engine Company, a corporation in Columbus, [removed: Indiana] [added: Indiana,] and one of the first diesel engine manufacturers.

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, [added: valvetrain technologies,] controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, batteries, electrified power systems, [removed: electric powertrains,] hydrogen production [added: technologies] and fuel cell products.

We serve our customers through a service network of approximately [removed: 460] [added: 450] wholly-owned, joint venture and independent distributor locations and more than [removed: 10,000] [added: 19,000] Cummins certified dealer locations in approximately 190 countries and territories.

The results for the axles and brakes business are included in our Components segment while the electric powertrain portion is included in our [removed: New Power] [added: Accelera] segment.

See NOTE [removed: 2,] [added: 24,] "ACQUISITIONS," to the *Consolidated Financial Statements* for additional information.

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

We use segment [removed: earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests (EBITDA)] [added: EBITDA] as the [removed: primary] basis for the Chief Operating Decision Maker to evaluate the performance of each of our reportable operating segments.

See NOTE [removed: 24,] [added: 25,] "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: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Percent of consolidated net [removed: sales(1)] [added: sales (1)] | | | | | | [removed: 31] [added: 32] | | % | | | | [removed: 33] [added: 28] | | % | | | | [removed: 32] [added: 26] | | % |

| Percent of consolidated [removed: EBITDA(1)] [added: EBITDA (1)] | | | | | | [removed: 38] [added: 36] | | % | | | | [removed: 39] [added: 33] | | % | | | | [removed: 41] [added: 33] | | % |

The Engine segment manufactures and markets a broad range of diesel and natural gas-powered engines under the Cummins brand name, as well as certain customer brand names, for the [removed: heavy and medium-duty] [added: heavy-duty] truck, [added: medium-duty truck and] bus, [removed: recreational vehicle (RV),] light-duty [removed: automotive, construction, mining, marine, rail, oil and gas, defense] [added: automotive] and [removed: agricultural] [added: off-highway] markets.

- [removed: Heavy-duty] [added: Heavy-duty] truck - We manufacture diesel and natural gas engines that range from 310 to 615 horsepower serving global heavy-duty truck customers worldwide, primarily in North America, China and Australia.

- [removed: Medium-duty] [added: Medium-duty] truck and bus - We manufacture diesel and natural gas engines ranging from 130 to 450 horsepower serving medium-duty truck and bus customers worldwide, with key markets including North America, Europe, Latin America, China, Australia and India.

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

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

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

We sell our industrial engines to manufacturers of construction and agricultural equipment including Hyundai Heavy Industries, [added: Komatsu, Zoomlion Heavy Industry Science & Technology Co., Ltd,] Xuzhou Construction Machinery Group, [removed: Komatsu, John Deere, JLG Industries, Inc. and] Guangxi LiuGong Machinery Co., [removed: Ltd.][added: Ltd, JLG Industries, Inc. and Sany Group.]

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Percent of consolidated net [removed: sales(1)] [added: sales (1)] | | | | | | 28 | | % | | | | [removed: 26] [added: 31] | | % | | | | [removed: 24] [added: 33] | | % |

| Percent of consolidated [removed: EBITDA(1)] [added: EBITDA (1)] | | | | | | [removed: 33] [added: 32] | | % | | | | [removed: 33] [added: 38] | | % | | | | [removed: 32] [added: 39] | | % |

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

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

[removed: The] [added: In conjunction with the realignment of certain businesses during the first quarter of 2023, the] Components segment is organized around the following businesses:

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

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

Our [removed: filtration] business offers [removed: over 8,800 products] [added: a full spectrum of filtration solutions] for first fit and aftermarket applications including air filters, fuel filters, fuel water separators, lube filters, hydraulic filters, coolants, fuel additives and other filtration systems to OEMs, dealers/distributors and end-users.

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

- [removed: Electronics] [added: Software] and [removed: fuel systems] [added: electronics] - We [removed: design, develop and] [added: develop,] supply [removed: electronic] [added: and remanufacture] control [removed: modules, sensors] [added: units, specialty sensors, power electronics, actuators] and [removed: supporting] software for on-highway, off-highway and power generation applications.

Customers of the Components segment generally include the Engine, [removed: Distribution and] [added: Distribution,] Power Systems [added: and Accelera] 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 [removed: PACCAR, Traton, Daimler,] [added: PACCAR Inc. (PACCAR), Traton Group (Traton), Daimler Trucks North America (Daimler),] Beiqi Foton Motor Company, Volvo, [removed: Stellantis,] [added: Stellantis N.V. (Stellantis),] Komatsu [added: Ltd. (Komatsu)] and other manufacturers that use our components in their product platforms.

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Percent of consolidated net [removed: sales(1)] [added: sales (1)] | | | | | | [removed: 26] [added: 25] | | % | | | | 26 | | % | | | | [removed: 29] [added: 26] | | % |

| Percent of consolidated [removed: EBITDA(1)] [added: EBITDA (1)] | | | | | | [removed: 22] [added: 24] | | % | | | | [removed: 20] [added: 22] | | % | | | | [removed: 22] [added: 20] | | % |

Wholly-owned locations operate and serve markets in the [removed: eight] [added: seven] geographic regions noted below.

We also provide selected sales and aftermarket support for the [removed: New Power] [added: Accelera] business.

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

In many cases, these competing distributors or dealers are owned by, or affiliated with the companies that are listed as competitors of the [removed: Engine, Components] [added: Components, Engine] or Power Systems segments.

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

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

| Percent of consolidated [removed: EBITDA(1)] [added: EBITDA (1)] | | | | | | [removed: 15] [added: 16] | | % | | | | [removed: 14] [added: 15] | | % | | | | [removed: 11] [added: 14] | | % |

As previously announced, beginning in the first quarter of 2023, we realigned certain businesses and regions within our reportable segments to be consistent with how our segment managers monitor the performance of our segments.

We reorganized the businesses within our Components segment to carve out the electronics business into the newly formed software and electronics business and combined the turbo technologies and fuel systems businesses into the newly formed engine components business.

On May 26, 2023, with the initial public offering (IPO), we changed the name of our Components' filtration business to Atmus.

Our Components segment now consists of the following businesses: axles and brakes, emission solutions, engine components, Atmus, automated transmissions and software and electronics.

In the first quarter of 2023, as a result of the indefinite suspension of operations in Russia, we reorganized the regional management structure of our Distribution segment and moved all Commonwealth of Independent States (CIS) sales into the Europe and Africa and Middle East regions.

The Russian portion of prior period CIS sales moved to the Europe region.

In March 2023, we rebranded our New Power segment as "Accelera" to better represent our commitment to zero-emission technologies.

In addition, we moved our NPROXX joint venture from the Accelera segment to the Engine segment, which adjusted both the equity, royalty and interest income (loss) from investees and segment EBITDA (defined as earnings or losses before interest expense, income taxes, depreciation, amortization and noncontrolling interests) line items for the prior years.

We started to report results for the changes within our operating segments effective January 1, 2023, and reflected these changes in the historical periods presented.

See NOTE 23, "FORMATION OF ATMUS AND IPO," to our *Consolidated Financial Statements* for additional information about the Atmus IPO.

- Engine components - We design, manufacture and market turbocharger, fuel system and valvetrain technologies for light-duty, mid-range, heavy-duty and high-horsepower markets across North America, China, Europe and India.

As previously announced, due to the indefinite suspension of operations in Russia, we reorganized the regional management structure of our Distribution segment and moved all CIS sales into the Europe and Africa and Middle East regions.

The Russian portion of prior period CIS sales moved to the Europe region.

We started to report results for our new regional management structure in the first quarter of 2023 and reflected these changes for historical periods.

Accelera Segment

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

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

In September 2023, our Accelera business signed an agreement to form a joint venture with Daimler Trucks and Buses US Holding LLC (Daimler Truck), PACCAR Inc. (PACCAR) and EVE Energy to accelerate and localize battery cell production and the battery supply chain in the U.S., including building a 21-gigawatt hour battery production facility in Marshall County, Mississippi.

The joint venture will manufacture battery cells for electric commercial vehicles and industrial applications.

Accelera, Daimler Truck and PACCAR will each own 30 percent of the joint venture, while EVE Energy will own 10 percent.

Total investment by the partners is expected to be in the range of $2 billion to $3 billion for the 21-gigawatt hour facility.

The transaction is subject to closing conditions and receipt of applicable merger control and regulatory approvals including submission of a voluntary notice to the Committee on Foreign Investment in the U.S.

- Atmus Filtration Technologies Inc. (Atmus) \- We have a controlling interest in Atmus, which is a publicly listed company on the New York Stock Exchange (NYSE) and began trading on May 26, 2023.

Atmus develops, designs, manufactures and sells filters, coolant and chemical products and offers products for first fit and aftermarket applications including air filter, fuel filters, fuel water separators, lube filters, hydraulic filters, coolants, fuel additives and other filtration systems to OEMs, dealers/distributors and end-users.

We made significant progress in restoring and maintaining continuity of our supply chains in 2023; however, disruption risk in certain categories of our supply chains still exist and could negatively impact our ability to meet customer demand.

We made significant progress in restoring and maintaining continuity of our supply chains in 2023; however, disruption risk in certain categories of our supply chains still exist and could negatively impact our ability to meet customer demand.

We continue to work closely with our suppliers and customers to meet the demand.

We started reporting progress on these nine goals, most of which have a baseline year of 2018, in 2022.

Key actions in 2023 included increasing planned capital spending to meet the 2030 facility reduction goals for GHG emissions, water and waste; improving GHG measurement and modeling for product emissions; and identifying technology portfolio opportunities toward progress of product GHG reduction.

In 2023, we also released our formal Environmental Justice and Prosperity Policy reflecting our commitment to prosperity with less impact on the planet and its people.

Agreement in Principle

In December 2023, we announced that we reached an agreement in principle with the U.S. Environmental Protection Agency (EPA), the California Air Resources Board (CARB), the Environmental and Natural Resources Division of the U.S. Department of Justice (DOJ) and the California Attorney General’s Office (CA AG) to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. (collectively, the Agreement in Principle).

As part of the Agreement in Principle, among other things, we agreed to pay civil penalties, complete recall requirements, undertake mitigation projects, provide extended warranties, undertake certain testing, take certain corporate compliance measures and make certain payments.

Failure to comply with the terms and conditions of the Agreement in Principle will subject us to further stipulated penalties.

We recorded a charge of $2.036 billion in the fourth quarter of 2023 to resolve the matters addressed by the Agreement in Principle involving approximately one million of our pick-up truck applications in the U.S. This charge was in addition to the previously announced charges of $59 million for the recalls of model years 2013 through 2018 RAM 2500 and 3500 trucks and model years 2016 through 2019 Titan trucks.

The Agreement in Principle remains subject to final regulatory and judicial approvals.

We have also been in communication with other non-U.S. regulators regarding matters related to the emission systems in our engines and may also become subject to additional regulatory review in connection with these matters.

In connection with our announcement of our entry into the Agreement in Principle, we have become subject to shareholder, consumer and third-party litigation regarding the matters covered by the Agreement in Principle and we may become subject to additional

litigation in connection with these matters.

At December 31, 2023, we employed approximately 75,500 persons worldwide.

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.

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.

We manufacture filtration systems for on- and off-highway heavy-duty and medium-duty equipment, and we are a supplier of filtration products for industrial vehicle applications.

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

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

We also design and manufacture new, replacement and remanufactured fuel systems for medium-duty, heavy-duty and high-horsepower diesel engine markets.

We primarily serve markets in North America, China, India, Europe and Brazil.

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.

New Power Segment

| (1) Includes $18 million in favorable adjustments related to tax changes within India's 2020-2021 Union Budget of India (India Tax Law Change) passed in March 2020. See NOTE 5, "INCOME TAXES," to our *Consolidated Financial Statements* for additional information on India Tax Law Change. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (3) Includes $19 million in favorable adjustments related to India Tax Law Change, impairment charges of $13 million and loss on sale of business of $8 million for a joint venture in the Power Systems segment. See NOTE 5, "INCOME TAXES," to our *Consolidated Financial Statements* for additional information on India Tax Law Change. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We have a controlling interest in Hydrogenics Corporation (Hydrogenics), which is consolidated in the New Power segment.

Hydrogenics is a developer and manufacturer of proton exchange membrane fuel cell products as well as alkaline and proton exchange membrane electrolyzer solutions.

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.

Our global team, located in different regions of the world, uses various approaches to identify and resolve threats to supply continuity.

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.

The supply chain disruptions are impacting our business as well as our suppliers and customers resulting in longer lead times in some of our businesses.

We are working closely with our suppliers as discussed in the Supply section above as well as with customers to meet the demand and work through backlogs as efficiently as possible.

We started reporting progress in 2022.

Key areas of focus in 2022 included product decarbonization pathways, customer sustainability collaboration and circular economy efforts such as incorporating expanded lifecycle analysis tools.

In 2022, we were named to the S&P Dow Jones World and North American Sustainability Indices.

It was the seventeenth consecutive time we were named to the North American index and the second time we were named to the world index since 2013.

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.

We were named to Investor Business Daily's Best ESG Companies list for performance on environmental, social and governance matters, ranking number 27.

We were also ranked number 47 among Barron's Top 100 Most Sustainable Companies.

understand and meet emerging product environmental regulations around the world.

Following conversations with the U.S. Environmental Protection Agency (EPA) and California Air Resources Board (CARB) regarding certification for the engines in the 2019 RAM 2500 and 3500 trucks, we made the decision to review our certification process and compliance with emission standards.

This review is being conducted with external advisors as we strive to ensure the certification and compliance processes for all of our pick-up truck applications are consistent with our internal policies, engineering standards and applicable laws.

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 are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements.

Based on discussions with the regulators, we have developed a new calibration for the engines in model year 2019 RAM 2500 and 3500 trucks that has been included in all engines shipped since September 2019.

During our 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 2018 and Titan trucks for model years 2016 through 2019.

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.

[removed: ][added: ]

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange [removed: Act.][added: Act:]

The aggregate market value of the voting stock held by non-affiliates was approximately [removed: $27.3] [added: $34.7] billion at June 30, [removed: 2022.][added: 2023.]

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 141,375,256] [added: 141,856,847] shares outstanding of $2.50 par value common stock.

Portions of the registrant's definitive Proxy Statement for its [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] 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](#i970639cb4daa4ac3a0763d1a4924a463_10)] [added: Information](#i1987fd59bb1e4ae091338be853b5581e_10)] | | | | | | [removed: [3](#i970639cb4daa4ac3a0763d1a4924a463_10)] [added: [3](#i1987fd59bb1e4ae091338be853b5581e_10)] | | |

| | | | | | | | | | | | | [Operating [removed: Segments](#i970639cb4daa4ac3a0763d1a4924a463_22)] [added: Segments](#i1987fd59bb1e4ae091338be853b5581e_22)] | | | | | | [removed: [5](#i970639cb4daa4ac3a0763d1a4924a463_22)] [added: [5](#i1987fd59bb1e4ae091338be853b5581e_22)] | | |

| | | | | | | | | | | | | [Engine [removed: Segment](#i970639cb4daa4ac3a0763d1a4924a463_25)] [added: Segment](#i1987fd59bb1e4ae091338be853b5581e_28)] | | | | | | [removed: [6](#i970639cb4daa4ac3a0763d1a4924a463_25)] [added: [7](#i1987fd59bb1e4ae091338be853b5581e_28)] | | |

| | | | | | | | | | | | | [Components [removed: Segment](#i970639cb4daa4ac3a0763d1a4924a463_31)] [added: Segment](#i1987fd59bb1e4ae091338be853b5581e_25)] | | | | | | [removed: [7](#i970639cb4daa4ac3a0763d1a4924a463_31)] [added: [6](#i1987fd59bb1e4ae091338be853b5581e_25)] | | |

| | | | | | | | | | | | | [Distribution [removed: Segment](#i970639cb4daa4ac3a0763d1a4924a463_28)] [added: Segment](#i1987fd59bb1e4ae091338be853b5581e_31)] | | | | | | [removed: [8](#i970639cb4daa4ac3a0763d1a4924a463_28)] [added: [8](#i1987fd59bb1e4ae091338be853b5581e_31)] | | |

| | | | | | | | | | | | | [Power Systems [removed: Segment](#i970639cb4daa4ac3a0763d1a4924a463_34)] [added: Segment](#i1987fd59bb1e4ae091338be853b5581e_34)] | | | | | | [removed: [8](#i970639cb4daa4ac3a0763d1a4924a463_34)] [added: [8](#i1987fd59bb1e4ae091338be853b5581e_34)] | | |

| | | | | | | | | | | | | [Joint Ventures, Alliances and Non-Wholly-Owned [removed: Subsidiaries](#i970639cb4daa4ac3a0763d1a4924a463_40)] [added: Subsidiaries](#i1987fd59bb1e4ae091338be853b5581e_40)] | | | | | | [removed: [9](#i970639cb4daa4ac3a0763d1a4924a463_40)] [added: [9](#i1987fd59bb1e4ae091338be853b5581e_40)] | | |

| | | | | | | | | | | | | [Patents and [removed: Trademarks](#i970639cb4daa4ac3a0763d1a4924a463_46)] [added: Trademarks](#i1987fd59bb1e4ae091338be853b5581e_46)] | | | | | | [removed: [12](#i970639cb4daa4ac3a0763d1a4924a463_46)] [added: [11](#i1987fd59bb1e4ae091338be853b5581e_46)] | | |

| | | | | | | | | | | | | [Largest [removed: Customers](#i970639cb4daa4ac3a0763d1a4924a463_52)] [added: Customers](#i1987fd59bb1e4ae091338be853b5581e_52)] | | | | | | [removed: [12](#i970639cb4daa4ac3a0763d1a4924a463_52)] [added: [12](#i1987fd59bb1e4ae091338be853b5581e_52)] | | |

| | | | | | | | | | | | | [Research and [removed: Development](#i970639cb4daa4ac3a0763d1a4924a463_58)] [added: Development](#i1987fd59bb1e4ae091338be853b5581e_58)] | | | | | | [removed: [12](#i970639cb4daa4ac3a0763d1a4924a463_58)] [added: [12](#i1987fd59bb1e4ae091338be853b5581e_58)] | | |

| | | | | | | | | | | | | [Environmental [removed: Sustainability](#i970639cb4daa4ac3a0763d1a4924a463_61)] [added: Sustainability](#i1987fd59bb1e4ae091338be853b5581e_61)] | | | | | | [removed: [13](#i970639cb4daa4ac3a0763d1a4924a463_61)] [added: [12](#i1987fd59bb1e4ae091338be853b5581e_61)] | | |

| | | | | | | | | | | | | [Environmental [removed: Compliance](#i970639cb4daa4ac3a0763d1a4924a463_64)] [added: Compliance](#i1987fd59bb1e4ae091338be853b5581e_64)] | | | | | | [removed: [13](#i970639cb4daa4ac3a0763d1a4924a463_64)] [added: [13](#i1987fd59bb1e4ae091338be853b5581e_64)] | | |

| | | | | | | | | | | | | [Human Capital [removed: Resources](#i970639cb4daa4ac3a0763d1a4924a463_67)] [added: Resources](#i1987fd59bb1e4ae091338be853b5581e_67)] | | | | | | [removed: [15](#i970639cb4daa4ac3a0763d1a4924a463_67)] [added: [14](#i1987fd59bb1e4ae091338be853b5581e_67)] | | |

| | | | | | | | | | | | | [Available [removed: Information](#i970639cb4daa4ac3a0763d1a4924a463_70)] [added: Information](#i1987fd59bb1e4ae091338be853b5581e_70)] | | | | | | [removed: [16](#i970639cb4daa4ac3a0763d1a4924a463_70)] [added: [16](#i1987fd59bb1e4ae091338be853b5581e_70)] | | |

| | | | | | | | | | | | | [Information About Our Executive [removed: Officers](#i970639cb4daa4ac3a0763d1a4924a463_73)] [added: Officers](#i1987fd59bb1e4ae091338be853b5581e_73)] | | | | | | [removed: [18](#i970639cb4daa4ac3a0763d1a4924a463_73)] [added: [17](#i1987fd59bb1e4ae091338be853b5581e_73)] | | |

| | | | | | | [removed: [1A](#i970639cb4daa4ac3a0763d1a4924a463_76)] [added: [1A](#i1987fd59bb1e4ae091338be853b5581e_76)] | | | | | | [Risk [removed: Factors](#i970639cb4daa4ac3a0763d1a4924a463_76)] [added: Factors](#i1987fd59bb1e4ae091338be853b5581e_76)] | | | | | | [removed: [19](#i970639cb4daa4ac3a0763d1a4924a463_76)] [added: [18](#i1987fd59bb1e4ae091338be853b5581e_76)] | | |

| | | | | | | [removed: [1B](#i970639cb4daa4ac3a0763d1a4924a463_79)] [added: [1B](#i1987fd59bb1e4ae091338be853b5581e_79)] | | | | | | [Unresolved Staff [removed: Comments](#i970639cb4daa4ac3a0763d1a4924a463_79)] [added: Comments](#i1987fd59bb1e4ae091338be853b5581e_79)] | | | | | | [removed: [28](#i970639cb4daa4ac3a0763d1a4924a463_79)] [added: [26](#i1987fd59bb1e4ae091338be853b5581e_79)] | | |

| | | | | | | [removed: [3](#i970639cb4daa4ac3a0763d1a4924a463_85)] [added: [3](#i1987fd59bb1e4ae091338be853b5581e_88)] | | | | | | [Legal [removed: Proceedings](#i970639cb4daa4ac3a0763d1a4924a463_85)] [added: Proceedings](#i1987fd59bb1e4ae091338be853b5581e_88)] | | | | | | [removed: [30](#i970639cb4daa4ac3a0763d1a4924a463_85)] [added: [30](#i1987fd59bb1e4ae091338be853b5581e_88)] | | |

| | | | | | | [removed: [4](#i970639cb4daa4ac3a0763d1a4924a463_88)] [added: [4](#i1987fd59bb1e4ae091338be853b5581e_91)] | | | | | | [Mine Safety [removed: Disclosures](#i970639cb4daa4ac3a0763d1a4924a463_88)] [added: Disclosures](#i1987fd59bb1e4ae091338be853b5581e_91)] | | | | | | [removed: [30](#i970639cb4daa4ac3a0763d1a4924a463_88)] [added: [30](#i1987fd59bb1e4ae091338be853b5581e_91)] | | |

| [removed: [II](#i970639cb4daa4ac3a0763d1a4924a463_91)] [added: [II](#i1987fd59bb1e4ae091338be853b5581e_94)] | | | | | | [removed: [5](#i970639cb4daa4ac3a0763d1a4924a463_94)] [added: [5](#i1987fd59bb1e4ae091338be853b5581e_97)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i970639cb4daa4ac3a0763d1a4924a463_94)] [added: Securities](#i1987fd59bb1e4ae091338be853b5581e_97)] | | | | | | [removed: [30](#i970639cb4daa4ac3a0763d1a4924a463_94)] [added: [30](#i1987fd59bb1e4ae091338be853b5581e_97)] | | |

| | | | | | | [removed: [7](#i970639cb4daa4ac3a0763d1a4924a463_103)] [added: [7](#i1987fd59bb1e4ae091338be853b5581e_106)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i970639cb4daa4ac3a0763d1a4924a463_103)] [added: Operations](#i1987fd59bb1e4ae091338be853b5581e_106)] | | | | | | [removed: [33](#i970639cb4daa4ac3a0763d1a4924a463_103)] [added: [33](#i1987fd59bb1e4ae091338be853b5581e_106)] | | |

| | | | | | | [removed: [7A](#i970639cb4daa4ac3a0763d1a4924a463_160)] [added: [7A](#i1987fd59bb1e4ae091338be853b5581e_166)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i970639cb4daa4ac3a0763d1a4924a463_160)] [added: Risk](#i1987fd59bb1e4ae091338be853b5581e_166)] | | | | | | [removed: [58](#i970639cb4daa4ac3a0763d1a4924a463_160)] [added: [58](#i1987fd59bb1e4ae091338be853b5581e_166)] | | |

| | | | | | | [removed: [8](#i970639cb4daa4ac3a0763d1a4924a463_166)] [added: [8](#i1987fd59bb1e4ae091338be853b5581e_172)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i970639cb4daa4ac3a0763d1a4924a463_166)] [added: Data](#i1987fd59bb1e4ae091338be853b5581e_172)] | | | | | | [removed: [61](#i970639cb4daa4ac3a0763d1a4924a463_166)] [added: [61](#i1987fd59bb1e4ae091338be853b5581e_172)] | | |

| | | | | | | | | | | | | [Index to Financial [removed: Statements](#i970639cb4daa4ac3a0763d1a4924a463_169)] [added: Statements](#i1987fd59bb1e4ae091338be853b5581e_175)] | | | | | | [removed: [61](#i970639cb4daa4ac3a0763d1a4924a463_169)] [added: [61](#i1987fd59bb1e4ae091338be853b5581e_175)] | | |

| | | | | | | [removed: [9](#i970639cb4daa4ac3a0763d1a4924a463_313)] [added: [9](#i1987fd59bb1e4ae091338be853b5581e_343)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i970639cb4daa4ac3a0763d1a4924a463_313)] [added: Disclosure](#i1987fd59bb1e4ae091338be853b5581e_343)] | | | | | | [removed: [124](#i970639cb4daa4ac3a0763d1a4924a463_313)] [added: [123](#i1987fd59bb1e4ae091338be853b5581e_343)] | | |

| | | | | | | [removed: [9C](#i970639cb4daa4ac3a0763d1a4924a463_322)] [added: [9C](#i1987fd59bb1e4ae091338be853b5581e_352)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i970639cb4daa4ac3a0763d1a4924a463_322)] [added: Inspections](#i1987fd59bb1e4ae091338be853b5581e_352)] | | | | | | [removed: [124](#i970639cb4daa4ac3a0763d1a4924a463_322)] [added: [123](#i1987fd59bb1e4ae091338be853b5581e_352)] | | |

| [removed: [III](#i970639cb4daa4ac3a0763d1a4924a463_325)] [added: [III](#i1987fd59bb1e4ae091338be853b5581e_355)] | | | | | | [removed: [10](#i970639cb4daa4ac3a0763d1a4924a463_328)] [added: [10](#i1987fd59bb1e4ae091338be853b5581e_358)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i970639cb4daa4ac3a0763d1a4924a463_328)] [added: Governance](#i1987fd59bb1e4ae091338be853b5581e_358)] | | | | | | [removed: [125](#i970639cb4daa4ac3a0763d1a4924a463_328)] [added: [124](#i1987fd59bb1e4ae091338be853b5581e_358)] | | |

| | | | | | | [removed: [12](#i970639cb4daa4ac3a0763d1a4924a463_334)] [added: [12](#i1987fd59bb1e4ae091338be853b5581e_364)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i970639cb4daa4ac3a0763d1a4924a463_334)] [added: Matters](#i1987fd59bb1e4ae091338be853b5581e_364)] | | | | | | [removed: [125](#i970639cb4daa4ac3a0763d1a4924a463_334)] [added: [124](#i1987fd59bb1e4ae091338be853b5581e_364)] | | |

| | | | | | | [removed: [13](#i970639cb4daa4ac3a0763d1a4924a463_337)] [added: [13](#i1987fd59bb1e4ae091338be853b5581e_367)] | | | | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i970639cb4daa4ac3a0763d1a4924a463_337)] [added: Independence](#i1987fd59bb1e4ae091338be853b5581e_367)] | | | | | | [removed: [125](#i970639cb4daa4ac3a0763d1a4924a463_337)] [added: [124](#i1987fd59bb1e4ae091338be853b5581e_367)] | | |

| | | | | | | [removed: [14](#i970639cb4daa4ac3a0763d1a4924a463_340)] [added: [14](#i1987fd59bb1e4ae091338be853b5581e_370)] | | | | | | [Principal Accounting Fees and [removed: Services](#i970639cb4daa4ac3a0763d1a4924a463_340)] [added: Services](#i1987fd59bb1e4ae091338be853b5581e_370)] | | | | | | [removed: [125](#i970639cb4daa4ac3a0763d1a4924a463_340)] [added: [124](#i1987fd59bb1e4ae091338be853b5581e_370)] | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [I](#i1987fd59bb1e4ae091338be853b5581e_13) | | | | | | [1](#i1987fd59bb1e4ae091338be853b5581e_16) | | | | | | [Business](#i1987fd59bb1e4ae091338be853b5581e_16) | | | | | | [5](#i1987fd59bb1e4ae091338be853b5581e_13) | | |

| | | | | | | | | | | | | [Overview](#i1987fd59bb1e4ae091338be853b5581e_19) | | | | | | [5](#i1987fd59bb1e4ae091338be853b5581e_19) | | |

| | | | | | | | | | | | | [Accelera Segment](#i1987fd59bb1e4ae091338be853b5581e_37) | | | | | | [9](#i1987fd59bb1e4ae091338be853b5581e_37) | | |

| | | | | | | | | | | | | [Supply](#i1987fd59bb1e4ae091338be853b5581e_43) | | | | | | [11](#i1987fd59bb1e4ae091338be853b5581e_43) | | |

| | | | | | | | | | | | | [Seasonality](#i1987fd59bb1e4ae091338be853b5581e_49) | | | | | | [11](#i1987fd59bb1e4ae091338be853b5581e_49) | | |

| | | | | | | | | | | | | [Backlog](#i1987fd59bb1e4ae091338be853b5581e_55) | | | | | | [12](#i1987fd59bb1e4ae091338be853b5581e_55) | | |

| | | | | | | [1C](#i1987fd59bb1e4ae091338be853b5581e_82) | | | | | | [Cybersecurity](#i1987fd59bb1e4ae091338be853b5581e_82) | | | | | | [27](#i1987fd59bb1e4ae091338be853b5581e_82) | | |

| | | | | | | [2](#i1987fd59bb1e4ae091338be853b5581e_85) | | | | | | [Properties](#i1987fd59bb1e4ae091338be853b5581e_85) | | | | | | [29](#i1987fd59bb1e4ae091338be853b5581e_85) | | |

| | | | | | | [6](#i1987fd59bb1e4ae091338be853b5581e_100) | | | | | | [\[Reserved\]](#i1987fd59bb1e4ae091338be853b5581e_100) | | | | | | [32](#i1987fd59bb1e4ae091338be853b5581e_100) | | |

| | | | | | | [9A](#i1987fd59bb1e4ae091338be853b5581e_346) | | | | | | [Controls and Procedures](#i1987fd59bb1e4ae091338be853b5581e_346) | | | | | | [123](#i1987fd59bb1e4ae091338be853b5581e_346) | | |

| | | | | | | [9B](#i1987fd59bb1e4ae091338be853b5581e_349) | | | | | | [Other Information](#i1987fd59bb1e4ae091338be853b5581e_349) | | | | | | [123](#i1987fd59bb1e4ae091338be853b5581e_349) | | |

| | | | | | | [11](#i1987fd59bb1e4ae091338be853b5581e_361) | | | | | | [Executive Compensation](#i1987fd59bb1e4ae091338be853b5581e_361) | | | | | | [124](#i1987fd59bb1e4ae091338be853b5581e_361) | | |

| [IV](#i1987fd59bb1e4ae091338be853b5581e_373) | | | | | | [15](#i1987fd59bb1e4ae091338be853b5581e_376) | | | | | | [Exhibits and Financial Statement Schedules](#i1987fd59bb1e4ae091338be853b5581e_376) | | | | | | [125](#i1987fd59bb1e4ae091338be853b5581e_376) | | |

| | | | | | | [16](#i1987fd59bb1e4ae091338be853b5581e_379) | | | | | | [Form 10-K Summary](#i1987fd59bb1e4ae091338be853b5581e_379) | | | | | | [127](#i1987fd59bb1e4ae091338be853b5581e_379) | | |

| | | | | | | | | | | | | [Signatures](#i1987fd59bb1e4ae091338be853b5581e_382) | | | | | | [128](#i1987fd59bb1e4ae091338be853b5581e_382) | | |

- any adverse consequences resulting from entering into the Agreement in Principle, including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions;

- uncertainties and risks related to timing and potential value to both Atmus Filtration Technologies Inc. (Atmus) and Cummins of the planned separation of Atmus, including business, industry and market risks, as well as the risks involving the anticipated favorable tax treatment if there is a significant delay in the completion of the envisioned separation;

(Check one):

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

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

| | | | | | | | | | | | | [New Power Segment](#i970639cb4daa4ac3a0763d1a4924a463_37) | | | | | | [9](#i970639cb4daa4ac3a0763d1a4924a463_37) | | |

| | | | | | | | | | | | | [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) | | |

- any adverse results of our internal review into our emissions certification process and compliance with emission standards;

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

- failure to complete, adverse results from or failure to realize the expected benefits of the separation of our filtration business;

Material Cybersecurity Risks, Threats and Incidents

To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Additional information on cybersecurity risks we face is discussed in Part I, Item 1A "Risk Factors" under the heading "General," which should be read in conjunction with the foregoing information.

Cybersecurity Governance

We are committed to protecting our Information Technology (IT) assets and the data stored within these assets.

This commitment includes the protection of IT assets relevant to our operations, stakeholder data (including employee, customer and supplier data), intellectual property and our products.

The Cummins Enterprise Cybersecurity function, which is responsible for the administration of our enterprise cybersecurity program, is led by the Chief Information Security Officer, who has more than 25 years of information technology, IT architecture and operations experience in the industrial manufacturing industry.

The Chief Information Security Officer reports to our Chief Information Officer.

These leaders provide regular updates to the Audit Committee of the Board on cybersecurity risks.

Through these updates, the Audit Committee receives a cybersecurity dashboard illustrating the status of key cybersecurity activities such as email phishing, event logging and data encryption.

Information regarding relevant cybersecurity training is provided as well.

The Product Cybersecurity function, which is responsible for the administration of our product cybersecurity program, is led by the Executive Director – Corporate Product Cybersecurity and Functional Safety, who has more than 35 years of automotive industry and electronic controls design experience.

The Executive Director – Corporate Product Cybersecurity and Functional Safety reports to our Chief Technical Officer.

These leaders provide regular updates to the SET Committee of the Board on product related cybersecurity risks.

Through these updates, the SET Committee receives a report discussing product level vulnerability management, product level incident management and the status of relevant product cybersecurity activities.

Our processes for oversight of cybersecurity risks are integrated into our Enterprise Risk Management (ERM) program, which is led by the Executive Director, Global Risk.

To govern the ERM program, we established an Executive Risk Council that meets regularly to review and monitor our most significant enterprise risks, including the prevention, detection and mitigation plans, including with respect to cybersecurity.

The Executive Risk Council is comprised of senior leaders with cross-functional experience and responsibilities.

Our Board and its committees are engaged in the oversight of our most significant enterprise risks, including cybersecurity risks.

We assign a member of our executive management team to report material information to our Board regarding these risks.

The Audit Committee, working with the Chief Information Officer, provides oversight of the enterprise cybersecurity program.

The SET Committee, working with the Chief Technical Officer, provides oversight of the product cybersecurity program.

Our Board, Audit Committee and SET Committee receive reports and information from our senior leaders who have functional responsibility for the mitigation of enterprise cybersecurity and product cybersecurity risks.

These leaders meet with the committees on a regular basis, at least four times per year, and provide dashboards or reports, which summarize cybersecurity risks and action plans.

Cybersecurity Risk Management and Strategy

We have an Enterprise Cybersecurity Management Review Group (Enterprise Cybersecurity MRG), which functions as a steering committee to provide oversight and strategic direction for the enterprise cybersecurity program.

The Enterprise Cybersecurity MRG is comprised of senior leaders with cross-functional experience and responsibilities.

This MRG meets regularly, at least four times per year, with our Chief Information Security Officer to review the cybersecurity program and related risks.

The MRG receives updates on the status of key cybersecurity initiatives and is responsible for our response to material cybersecurity incidents.

We have a Product Cybersecurity Management Review Group (Product Cybersecurity MRG), which functions as a steering committee to provide oversight and strategic direction for the product cybersecurity program.

The Product Cybersecurity MRG is comprised of senior leaders with cross-functional experience and responsibilities.

The Product Cybersecurity MRG meets regularly with the Executive Director – Corporate Product Cybersecurity and Functional Safety to review the cybersecurity program, including risks and the status of key initiatives.

Both the Enterprise and Product Cybersecurity functions administer policies related to cybersecurity in consultation with other stakeholders at the company.

We have a third-party risk management process, which is designed to assess and manage cybersecurity risks posed by third parties.

This process is administered by the Enterprise Cybersecurity function.

In addition, a cybersecurity operations team is in place, which monitors the environment for cybersecurity incidents on a regular basis.

We have incident response plans to assess and manage cybersecurity incidents.

These plans include escalation procedures based on the nature and severity of the incident.

The most critical incidents, which could be material to us, are escalated to executive management and the Enterprise Cybersecurity MRG.

The Enterprise Cybersecurity MRG practices the incident response process through a tabletop exercise facilitated by external consultants.

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

| | | | | | | | | | | | | India: [removed: Pune,] Dewas, [removed: Pithampur,] Phaltan, [added: Pithampur, Pune,] Rudrapur | | |

| | | | | | | Minnesota: Fridley | | | | | | China: [removed: Wuxi, Wuhan] [added: Wuhan, Wuxi] | | |

| | | | | | | New Mexico: Clovis | | | | | | India: [removed: Pune,] Ahmednagar, [removed: Ranjangaon, Phaltan] [added: Phaltan, Pune, Ranjangaon] | | |

| [removed: New Power] [added: Accelera] | | | | | | Indiana: Columbus | | | | | | Belgium: Oevel | | |

| | | | | | | [added: Minnesota: Fridley] | | | | | | Canada: Mississauga | | |

| | | | | | | Texas: Dallas | | | | | | [added: India: Pune] | | |

| | | | | | | Utah: West Valley City | | | | | | [added: South Africa: Johannesburg] | | |

| | | | | | | [removed: Pennsylvania: Harrisburg] [added: North Carolina: Enfield] | | | | | | Mexico: [added: Juarez,] San Luis Potosi | | |

| | | | | | | South Carolina: Charleston | | | | | | [removed: U.K.: Daventry] | | |

| | | | | | | North Carolina: Asheville, Forest City | | | | | | China: Shanghai, Tianjin | | |

| | | | | | | Colorado: Henderson | | | | | | Canada: Fort McMurray | | |

| | | | | | | New Jersey: Kearny | | | | | | China: Beijing | | |

| | | | | | | | | | | | | U.K.: Wellingborough | | |

| | | | | | | Oregon: Portland | | | | | | U.K.: Darlington, Daventry | | |

| | | | | | | Pennsylvania: Harrisburg | | | | | | | | |

| | | | | | | Colorado: Henderson | | | | | | China: Beijing | | |

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

| | | | | | | Minnesota: White Bear Lake | | | | | | U.K.: Wellingborough | | |

Our common stock is listed on the NYSE under the symbol "CMI." For other matters related to our common stock and shareholders' equity, see NOTE [removed: 17,] [added: 16,] "CUMMINS INC. SHAREHOLDERS' EQUITY," to the *Consolidated Financial Statements*.

At December 31, [removed: 2022,] [added: 2023,] there were [removed: 2,446] [added: 2,371] holders of record of Cummins Inc.'s $2.50 par value common stock.

| Period | | | | | | [removed: Total Number of Shares Purchased(1)] [added: Total Number of Shares Purchased] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) [removed: (2)] [added: (1)] | | |

| October 1 - October 31 | | | | | | [removed: 21,830] [added: —] | | | | | | $ | [removed: 206.12] [added: —] | | | | | [removed: 21,830] [added: —] | | | | | | $ | 2,218 | |

| [removed: (2)] [added: (1)] Shares repurchased under our Key Employee Stock Investment Plan only occur in the event of a participant default, which cannot be predicted, and were excluded from this column. | | | | | | | | | | | | | | | | | | | | | | | | | | |

The dollar value remaining available for future purchases under the 2019 program at December 31, [removed: 2022,] [added: 2023,] was $218 million.

Our [added: revised] peer group includes BorgWarner Inc., Caterpillar, Inc., Daimler Truck Holding AG, Deere & Company, [removed: Donaldson Company] [added: Dana] 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: 2017][added: 2018]

FISCAL YEAR ENDING DECEMBER 31, [removed: 2022][added: 2023]

| Total | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

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

During the three months ended December 31, 2023, we did not make any repurchases of common stock.

In 2023, we re-evaluated our peer group that the Board benchmarks against and chose to include companies that participate in similar end-markets and have similar businesses.

Dana Incorporated was added to provide exposure to similar products including e-axles, drivetrain components and transmissions and electric and hybrid products, while Donaldson Company Inc. was removed due to the IPO of Atmus (formerly our filtration business) into a separate publicly traded company.

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

| (1) Shares purchased represent shares under the Board authorized share repurchase program. | | | | | | | | | | | | | | | | | | | | | | | | | | |

During the three months ended December 31, 2022, we repurchased $4 million of common stock under the 2019 authorization.

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| NOTE | | | | | | [removed: 2] [added: 24] | | | | | | ACQUISITIONS | | |

| [removed: NOTE] [added: Redeemable noncontrolling interests (Note 24)] | | | | | | [removed: 16] [added: $] | [added: —] | | | | | [removed: REDEEMABLE NONCONTROLLING INTERESTS] [added: $] | [added: 258] | |

| NOTE | | | | | | [removed: 17] [added: 16] | | | | | | CUMMINS INC. SHAREHOLDERS' EQUITY | | |

| NOTE | | | | | | [removed: 18] [added: 17] | | | | | | ACCUMULATED OTHER COMPREHENSIVE LOSS | | |

| NOTE | | | | | | [removed: 19] [added: 18] | | | | | | NONCONTROLLING INTERESTS | | |

| NOTE | | | | | | [removed: 20] [added: 19] | | | | | | STOCK INCENTIVE AND STOCK OPTION PLANS | | |

| NOTE | | | | | | [removed: 21] [added: 20] | | | | | | EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. | | |

| NOTE | | | | | | [removed: 22] [added: 21] | | | | | | DERIVATIVES | | |

| NOTE | | | | | | [removed: 23] [added: 22] | | | | | | RUSSIAN OPERATIONS | | |

| NOTE | | | | | | [removed: 24] [added: 25] | | | | | | OPERATING SEGMENTS | | |

Management assessed the effectiveness of our internal control over financial reporting and concluded it was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

| [removed: *President] [added: *Chair] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of net income, comprehensive income, changes in redeemable noncontrolling interests and [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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 [added: 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 critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: As described in Note 2 to the consolidated financial statements, the Company] [added: On August 3, 2022, we] completed the acquisition of Meritor [removed: on August 3, 2022 for the total] [added: with a] purchase price of $2.9 [removed: billion, including] [added: billion (including] debt [removed: that was retired on] [added: repaid concurrent with] the [removed: closing date of $248 million.][added: acquisition).]

The principal considerations for our determination that performing procedures relating to the [removed: valuation of the customer relationships acquired in] [added: annual goodwill impairment tests for] the [removed: acquisition of Meritor] [added: reporting units] is a critical audit matter are (i) the significant judgment by management when [removed: determining] [added: developing] the fair value estimate of the [removed: customer relationships acquired;] [added: reporting units;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections of [removed: EBITDA;] [added: revenue] and [added: gross margin for the reporting units and the discount rate for the axles and brakes reporting unit; 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: valuation of the customer relationships acquired,] [added: goodwill impairment tests,] including controls over the [removed: determination] [added: valuation] of the [removed: significant assumptions related to projections of EBITDA.][added: reporting units.]

| | | | | | | Years ended December 31, | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| In millions, except per share amounts | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [removed: NET SALES (Note 3)] [added: Total net sales] | | | | | | $ | [removed: 28,074] [added: 34,065] | | | | | $ | [removed: 24,021] [added: 28,074] | | | | | $ | [removed: 19,811] [added: 24,021] | | [added: | | | | | | | | | | | |]

| Cost of sales | | | | | | [removed: 21,355] [added: 25,816] | | | | | | [removed: 18,326] [added: 21,355] | | | | | | [removed: 14,917] [added: 18,326] | | |

| GROSS MARGIN | | | | | | [removed: 6,719] [added: 8,249] | | | | | | [removed: 5,695] [added: 6,719] | | | | | | [removed: 4,894] [added: 5,695] | | |

| Selling, general and administrative expenses | | | | | | [removed: 2,687] [added: 3,333] | | | | | | [removed: 2,374] [added: 2,687] | | | | | | [removed: 2,125] [added: 2,374] | | |

| Research, development and engineering expenses | | | | | | [removed: 1,278] [added: 1,500] | | | | | | [removed: 1,090] [added: 1,278] | | | | | | [removed: 906] [added: 1,090] | | |

| Equity, royalty and interest income from investees [removed: (Notes 4 and 23)] | | | | | | [removed: 349] [added: $] | [added: 483] | | | | | [removed: 506] [added: $] | [added: 349] | | | | | [removed: 452] [added: $] | [added: 506] | | [added: | | | | | |]

| Other operating expense, net (Note [removed: 23)] [added: 2)] | | | | | | [removed: 174] [added: 2,138] | | | | | | [removed: 31] [added: 174] | | | | | | [removed: 46] [added: 31] | | |

| OPERATING INCOME | | | | | | [removed: 2,929] [added: 1,761] | | | | | | [removed: 2,706] [added: 2,929] | | | | | | [removed: 2,269] [added: 2,706] | | |

| Interest expense [removed: (Note 13)] | | | | | | [removed: 199] [added: 375] | | | | | | [removed: 111] [added: 199] | | | | | | [removed: 100] [added: 111] | | |

| Other income, net | | | | | | [removed: 89] [added: 240] | | | | | | [removed: 156] [added: 89] | | | | | | [removed: 169] [added: 156] | | |

| NOTE | | | | | | 2 | | | | | | AGREEMENT IN PRINCIPLE | | |

| NOTE | | | | | | 23 | | | | | | FORMATION OF ATMUS AND IPO | | |

*Annual Goodwill Impairment Tests – Automated Transmissions and Axles and Brakes Reporting Units*

As described in Notes 1 and 10 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2,499 million as of December 31, 2023, and as disclosed by management, the goodwill associated with the automated transmissions reporting unit and axles and brakes reporting unit (collectively, the “reporting units”) was $544 million and $764 million, respectively.

Management performs the goodwill impairment tests as of the end of the fiscal third quarter, or on an interim basis in certain circumstances where impairment may be indicated.

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

In estimating the fair value of each reporting unit, management used 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 reporting units over a multi-year period, and a discount rate based upon a weighted-average cost of capital.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of significant assumptions used by management related to projections of revenue and gross margin for the reporting units and the discount rate for the axles and brakes reporting unit.

Evaluating management’s assumptions related to projections of revenue and gross margin involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption for the axles and brakes reporting unit.

February 12, 2024

| Accounts and notes receivable, net | | | | | | 5,583 | | | | | | 5,202 | | |

| Payments for purchase of redeemable noncontrolling interests (Note 24) | | | | | | (175) | | | | | | — | | | | | | — | | |

| Net income | | | | | | (20) | | | | | | | | | | | | | | | | | | 735 | | | | | | | | | | | | | | | | | | | | | | | | 735 | | | | | | 125 | | | | | | 860 | | |

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

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

| Sale of Atmus stock (Note 23) | | | | | | | | | | | | | | | | | | 285 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 285 | | | | | | (3) | | | | | | 282 | | |

| BALANCE AT DECEMBER 31, 2023 | | | | | | $ | — | | | | | $ | 556 | | | | | $ | 2,008 | | | | | $ | 17,851 | | | | | $ | (9,359) | | | | | | | | | | | $ | (2,206) | | | | | $ | 8,850 | | | | | $ | 1,054 | | | | | $ | 9,904 | |

billings on genset deliveries until commissioning occurs.

Gains or losses are recorded directly to the *Consolidated Statements of Net Income.*

We accrue for the

While none of the reporting units recorded a goodwill impairment in 2023, the estimated fair value of two of these reporting units did not significantly exceed the carrying value in our annual impairment testing.

Our automated transmissions reporting unit had an estimated fair value that exceeded its carrying value by approximately 7 percent and our axles and brakes reporting unit had an estimated fair value that exceeded its carrying value by approximately 12 percent.

Contingent Liabilities

We record an accrual for contingent liabilities when the amounts are probable and estimable.

As the cash flow associated with most of our contingent liabilities can not be reasonably predicted, we record our estimated obligations on an undiscounted basis.

In addition, our accrual does not include amounts for estimated legal defense costs as those are expensed in the period in which they are incurred.

The following is a summary of sales to and purchases from nonconsolidated equity investees:

| Sales to nonconsolidated equity investees | | | | | | $ | 1,548 | | | | | $ | 1,197 | | | | | $ | 1,713 | |

| Purchases from nonconsolidated equity investees | | | | | | 2,628 | | | | | | 1,838 | | | | | | 1,796 | | |

The following is a summary of accounts receivable from and accounts payable to nonconsolidated equity investees:

| In millions | | | | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | Balance Sheet Location | | |

| Accounts receivable from nonconsolidated equity investees | | | | | | $ | 530 | | | | | $ | 376 | | | | | Accounts and notes receivable, net | | |

| Accounts payable to nonconsolidated equity investees | | | | | | 324 | | | | | | 292 | | | | | | Accounts payable (principally trade) | | |

Supply Chain Financing

We currently have supply chain financing programs with financial intermediaries, which provide certain vendors the option to be paid by financial intermediaries earlier than the due date on the applicable invoice.

When a vendor utilizes the program and receives an early payment from a financial intermediary, they take a discount on the invoice.

We then pay the financial intermediary the face amount of the invoice on the original due date, which generally have 60 to 90 day payment terms.

The maximum amount that we could have outstanding under the program was $512 million at December 31, 2023.

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.

| | | | | | | | | |

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*

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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for determining the fair value estimate of the customer relationships acquired.

This included evaluating the appropriateness of the multi-period excess earnings method, testing the completeness and accuracy of underlying data used in the multi-period excess earnings method, and evaluating the reasonableness of the significant assumptions used by management related to projections of EBITDA.

Evaluating management’s significant assumptions related to projections of EBITDA involved considering (i) the past performance of Meritor and (ii) the consistency with economic and industry data.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s multi-period excess earnings method.

*Base Product Warranty Liability*

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

As of December 31, 2022, the total accrued liability for product warranty programs was $1,470 million.

The estimate for one of the base product warranty programs is based on historical experience and reflects management's best estimates of expected costs at the time products are sold and subsequent adjustment to those expected costs when actual costs differ.

Management’s estimate of the base product warranty liability is generally affected by component failure rates, repair costs, and the point of failure within the product life cycle.

The principal considerations for our determination that performing procedures relating to the base product warranty liability is a critical audit matter are (i) the significant judgment by management when determining the estimate for the base product warranty liability and (ii) a high degree of auditor judgment and effort in performing procedures and evaluating management’s significant assumptions related to component failure rates, repair costs, and the point of failure within the product life cycle.

These procedures included testing the effectiveness of controls relating to management’s estimate for the base product warranty liability, including controls related to the determination of the significant assumptions related to component failure rates, repair costs, and the point of failure within the product life cycle.

These procedures also included, among others, testing management’s process for determining the estimate for the base product warranty liability.

This included evaluating the appropriateness of the method used by management, testing the completeness and accuracy of underlying data used in the warranty

estimate, and evaluating the reasonableness of the significant assumptions used by management related to component failure rates, repair costs, and the point of failure within the product life cycle.

Evaluating management’s significant assumptions related to component failure rates, repair costs, and the point of failure within the product life cycle involved considering the historical product experience of the Company.

February 14, 2023

| Trade and other | | | | | | 4,826 | | | | | | 3,565 | | |

| Nonconsolidated equity investees | | | | | | 376 | | | | | | 425 | | |

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

| Restructuring payments | | | | | | — | | | | | | (1) | | | | | | (110) | | |

| Foreign currency remeasurement and transaction exposure | | | | | | (27) | | | | | | 37 | | | | | | 2 | | |

| Changes in other liabilities | | | | | | (1) | | | | | | (6) | | | | | | 189 | | |

| BALANCE AT DECEMBER 31, 2019 | | | | | | $ | 58 | | | | | $ | 556 | | | | | $ | 1,790 | | | | | $ | 14,416 | | | | | $ | (7,225) | | | | | $ | (2) | | | | | $ | (2,028) | | | | | $ | 7,507 | | | | | $ | 900 | | | | | $ | 8,407 | |

| Adoption of new accounting standards | | | | | | | | | | | | | | | | | | | | | | | | (4) | | | | | | | | | | | | | | | | | | | | | | | | (4) | | | | | | — | | | | | | (4) | | |

| Net income | | | | | | (4) | | | | | | | | | | | | | | | | | | 1,789 | | | | | | | | | | | | | | | | | | | | | | | | 1,789 | | | | | | 26 | | | | | | 1,815 | | |

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

[removed: Except as described below, there has been] [added: There were] no [removed: change] [added: changes] in our internal control over financial reporting during the quarter ended December 31, [removed: 2022,] [added: 2023,] 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.

[added: (a)] On February [removed: 13, 2023,] [added: 12, 2024,] the Talent Management and Compensation Committee (TMCC) of the Company's Board of Directors adopted a Deposit Share Program [removed: (Program)] [added: for 2024 (2024 Program)] under which designated participants, including certain of the Company’s named executive officers, will be eligible to receive matching grants of restricted stock units if they commit newly acquired shares of the Company’s common stock within a designated range to the [added: 2024] Program and agree to hold those newly acquired shares for [removed: five] [added: four] years.

[removed: The] [added: In the 2024 Program, the] number of newly acquired shares in the designated range will be based on percentages of the participants’ base salaries approved by the TMCC, divided by the average closing price per share of the Company’s common stock over a 20 trading day period.

The matching grants of restricted stock units will cliff vest on the [removed: fifth] [added: fourth] 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 [added: 2024] 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 [added: 2024] Program include Jennifer W.

Rumsey, [removed: President] [added: Chair] and Chief Executive Officer, [added: and] Mark Smith, Vice President and Chief Financial Officer, [removed: 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 [removed: percent, 65 percent-150] percent and [removed: 65] [added: 75] percent-150 percent, respectively, of base salary.

The preceding description is a summary only and is qualified in its entirety by the [added: 2024] Program, which is filed as Exhibit 10(y) to this Annual Report on Form 10-K and incorporated herein by reference.

The 2024 Program replaces the previously disclosed Deposit Share Program that was adopted in 2023 but not implemented.

(b) During the fourth quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

The information required by Item 10 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Election of Directors" in our [removed: 2023] [added: 2024] Proxy Statement, which will be filed within 120 days after the end of [removed: 2022.][added: 2023.]

The information required by Item 11 is incorporated by reference to the relevant information under the caption "Executive Compensation" in our [removed: 2023] [added: 2024] Proxy Statement, which will be filed within 120 days after the end of [removed: 2022.][added: 2023.]

Information concerning our equity compensation plans at December 31, [removed: 2022,] [added: 2023,] was as follows:

| (1) The number is comprised of [removed: 2,145,963] [added: 1,814,420] stock options, [removed: 485,299] [added: 487,513] performance shares and [removed: 236,413] [added: 310,340] restricted shares. See Note [removed: 20,] [added: 19,] "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: 2,145,963] [added: 1,814,420] 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: 2023] [added: 2024] Proxy Statement, which will be filed within 120 days after the end of [removed: 2022.][added: 2023.]

| Equity compensation plans approved by security holders | | | | | | 2,612,273 | | | | | | $ | 146.89 | | | | | 4,010,884 | | |

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

The information required by Item 13 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Other [removed: Information-Related Party] [added: Information-Related-Party] Transactions" in our [removed: 2023] [added: 2024] Proxy Statement, which will be filed within 120 days after the end of [removed: 2022.][added: 2023.]

The information required by Item 14 is incorporated by reference to the relevant information under the caption "Ratification of Independent Public Accountants" in our [removed: 2023] [added: 2024] Proxy Statement, which will be filed within 120 days after the end of [removed: 2022.][added: 2023.]

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| [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. [removed: 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)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d1.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] | | | [removed: [(b)](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d1.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)[b](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of September 24, 2013, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the Current Report on 8-K, filed by Cummins Inc. with the Securities and Exchange Commission on September 24, 2013 (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d1.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] | | | [removed: [(c)](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)[c](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: September] [added: August] 24, [removed: 2013,] [added: 2020,] between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 [removed: of] [added: to] the Current Report on [removed: 8-K,] [added: Form 8-K] filed by Cummins Inc. with the Securities and Exchange Commission on [removed: September] [added: August] 24, [removed: 2013] [added: 2020] (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | | [removed: [(d)](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)[d](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 24, 2020 (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | | [removed: [(e)](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)[e](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 24, 2020 (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)] | | | [removed: [(f)](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] [added: [(r)](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)] | | | | | | [removed: [Fifth Supplemental Indenture,] [added: [Amended and Restated Credit Agreement,] dated as of August [removed: 24, 2020, between] [added: 18, 2021, by and among] Cummins [removed: Inc.] [added: Inc., the subsidiary borrowers referred to therein, the Lenders] and [removed: U.S. Bank National Association] [added: Agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.] (incorporated by reference to Exhibit [removed: 4.4] [added: 10.2] to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August [removed: 24, 2020] [added: 18, 2021] (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000050/ex102august182021.htm)] | | |

| [4](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm) | | | [removed: [(g)](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)[f](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)[)](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] | | | | | | [Description of Capital Stock (incorporated by reference to Exhibit 4(d) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm) | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_a.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_b.htm)] | | | [removed: [(a)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_a.htm)] [added: [(a)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_b.htm)] | | | | | | [removed: [2003 Stock Incentive Plan, as amended] [added: [Target Bonus Plan] (incorporated by reference to Exhibit [removed: 10(a)] [added: 10(b)] to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_a.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_b.htm)] | | |

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

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10c.htm) | | | [removed: [(c)#](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10c.htm)] [added: [(b)#](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10c.htm)] | | | | | | [Amendment to the Cummins Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10(c) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10c.htm) | | |

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

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm) | | | [removed: [(e)#](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] [added: [(d)#](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] | | | | | | [Supplemental Life Insurance and Deferred Income Plan, as amended and restated effective as of December 10, 2018 (incorporated by reference to Exhibit 10(d) to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm) | | |

| [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm) | | | [removed: [(f)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: [(e)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] | | | | | | [Deferred Compensation Plan for Non-Employee Directors, as amended and restated February 15, 2021 (incorporated by reference to Exhibit 10(b) to Cummins Inc.'s Quarterly Report on Form 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: [(g)#](http://www.sec.gov/Archives/edgar/data/26172/000002617214000034/ex-10g92814.htm)] [added: [(f)#](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) | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)] | | | [removed: [(h)#](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm)] [added: [(i)#](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)] | | | | | | [removed: [Cummins Inc. Employee Stock Purchase] [added: [2006 Executive Retention] Plan, as amended (incorporated by reference to Exhibit [removed: 10(i)] [added: 10(j)] to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2011] (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex10i.htm)] [added: 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_i.htm) | | | [removed: [(i)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_i.htm)] [added: [(h)#](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) | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm)] | | | [removed: [(j)#](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)] [added: [(k)#](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm)] | | | | | | [removed: [2006] [added: [Senior] Executive [removed: Retention Plan, as amended] [added: Longer Term Performance Plan] (incorporated by reference to Exhibit [removed: 10(j)] [added: 10(l)] to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, [removed: 2011] [added: 2009] (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746912001182/a2206691zex-10_j.htm)] [added: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_l.htm)] | | |