Cummins (CMI) 10-K risk factor changes: FY2024 vs FY2023

[removed: While] [added: In December 2023,] we [removed: have] [added: announced that we] reached the [removed: Agreement] [added: agreement] in [removed: Principle with the EPA, CARB, DOJ] [added: principle] and [removed: CA AG] [added: recorded a charge of $2.0 billion in the fourth quarter of 2023] 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 [removed: 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] [added: U.S., which became] final [removed: regulatory] and [removed: judicial approvals.][added: effective in April 2024.]

[removed: In addition,] [added: While] we have [added: reached Settlement Agreements with the EPA, CARB, the Environmental and Natural Resources Division of the U.S. Department of Justice and the California Attorney General's Office 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., we have] incurred, and likely will incur, other additional claims, costs and expenses in connection with the matters covered by the [removed: Agreement in Principle] [added: Settlement Agreements] 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.

[removed: In December 2023, we announced that we reached the Agreement in Principle and recorded a charge of $2.036 billion in the] [added: This] fourth quarter of 2023 [removed: 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.

[removed: Failure] [added: In addition, failure] to comply with the terms and conditions of the [removed: Agreement in Principle] [added: Settlement Agreements] will [removed: also] subject us to [removed: further] stipulated penalties.

In connection with our announcement of our entry into the [removed: Agreement] [added: agreement] in [removed: Principle,] [added: principle,] we [removed: have become] [added: became] subject to shareholder, consumer and third-party litigation regarding the matters covered by the [removed: Agreement in Principle] [added: Settlement Agreements,] and we may become subject to additional litigation in connection with these matters.

See NOTE [removed: 15,] [added: 14,] "COMMITMENTS AND CONTINGENCIES," to [removed: the] [added: our] *Consolidated Financial Statements* for additional information.

[removed: In addition, failure] [added: Failure] to comply with the terms and conditions of the [removed: Agreement in Principle will subject] [added: Settlement Agreements subjects] us to stipulated penalties.

Developing engines and components to meet more stringent and [added: continuously] changing regulatory requirements, with different implementation timelines and emission requirements, makes developing engines efficiently for multiple markets complicated and could result in substantial additional costs that may be difficult to recover in certain markets.

Concern over climate change has resulted in, and could continue to result in, new legal or regulatory requirements [added: including those] designed to reduce or mitigate [added: carbon content or] the effects of GHG emissions.

Our business benefits from free trade agreements, such as the United States-Mexico-Canada Agreement and the U.S. trade [removed: relationship] [added: relationships including those] with China, [removed: Brazil and France] [added: Brazil, E.U.] and [added: the U.K. More restrictive trade policies, such as] efforts to withdraw [removed: from,] [added: from] or substantially modify such agreements or arrangements, [removed: in addition to the implementation of more restrictive trade policies, such as more detailed inspections,] [added: including, without limitation,] higher tariffs [removed: (including, but not limited to, additional tariffs on the import of steel] or [removed: aluminum and imposition of] new [removed: or retaliatory tariffs against certain countries, including based on developments in U.S. and China relations), import or export licensing requirements and exchange controls or new] barriers to [removed: entry, could limit our ability to capitalize on current and future growth opportunities in international markets, impair our ability to expand the business by offering new technologies, products and services, and] [added: entry] could adversely impact our production costs, customer demand and our relationships with customers and suppliers.

Embargoes, sanctions and export controls imposed by the U.S. and other governments restricting or prohibiting transactions with certain persons or entities, including financial institutions, to certain countries or regions, or involving certain products, [added: could] limit the sales of our products.

[added: 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.

Due to the international scope of our operations, we are subject to [added: additional regulatory frameworks, including] a complex system of commercial and trade [removed: regulations] [added: regulations,] around the world.

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

[removed: Failure to successfully integrate Meritor and /] [added: The impact of a significant IT event on either our IT environment] or [removed: realize the anticipated benefits] [added: our products] could have a material adverse [removed: impact] [added: effect] on our [added: competitive position, reputation,] results of operations, financial condition and cash flows.

We [removed: are experiencing] [added: continue to experience pockets of] supply chain disruptions and related challenges throughout the supply chain.

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

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

For [removed: 2023,] [added: 2024,] we recognized [removed: $483] [added: $395] million of equity, royalty and interest income from investees, compared to [removed: $349] [added: $483] million in [removed: 2022.][added: 2023.]

[removed: Approximately one third] [added: In 2024, more than forty percent] of our equity, royalty and interest income from investees is from three of our 50 percent owned joint ventures in China - Beijing Foton Cummins Engine Co., Ltd., Dongfeng Cummins Engine Company, Ltd. and Chongqing Cummins Engine Company, Ltd. Although a significant percentage of our net income is derived from these unconsolidated entities, we do not unilaterally control their management or their operations, which puts a substantial portion of our net income at risk from the actions or inactions of these entities.

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

We are investing in new products and technologies, including [removed: electrified powertrains,] [added: electrolyzers for] hydrogen production and [removed: fuel cells, for planned introduction into certain new] [added: electrified power systems] and [removed: existing markets.][added: related components and subsystems.]

Our plan to reposition our portfolio of product offerings through exploration of strategic [removed: acquisitions and] [added: acquisitions,] divestitures [added: or exiting the production of certain product lines or product categories] may expose us to additional costs and risks.

Part of our strategic plan is to improve our revenue growth, gross margins and earnings by exploring the repositioning of our portfolio of product line offerings through the pursuit of potential strategic [removed: acquisitions and/or] [added: acquisitions,] divestitures [added: and/or exiting the production of certain product lines or product categories] to provide future strategic, financial and operational benefits and improve shareholder value.

Similarly, any strategic divestiture of a product line or business [added: or exit of a product line or product category] may reduce our revenue and earnings, reduce the diversity of our business, result in [removed: substantial] [added: material] costs and expenses and cause disruption to our employees, customers, vendors and communities in which we operate.

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

Our [removed: information technology] [added: IT] environment and our products are exposed to potential security breaches or other disruptions which may adversely impact our competitive position, reputation, results of operations, financial condition and cash flows.

We rely on the capacity, reliability and security of our [removed: information technology] [added: IT] environment and data security infrastructure in connection with various aspects of our business activities.

As such, our [removed: information technology] [added: IT] environment 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.

This remote working environment may pose a heightened risk for security breaches or other disruptions of our [removed: information technology] [added: IT] environment.

- economic and political instability, including international conflicts, war, acts of terrorism or the threat thereof, political or labor unrest, civil unrest, [removed: riots] [added: riots, insurrections] or [removed: insurrections;][added: trade wars;]

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

In recent years, there has been an increased focus from stakeholders on [removed: ESG] [added: sustainability] matters, including GHG emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equity and inclusion, responsible sourcing and supply chain, human rights and social responsibility.

Given our commitment to certain [removed: ESG] [added: sustainability] principles, we actively manage these issues and have established and publicly announced certain goals, commitments and targets which we may refine, or even expand further, in the future.

- unfavorable [removed: ESG] [added: sustainability] ratings or investor sentiment;

- diversion of resources and increased costs to control, assess and report on [removed: ESG] [added: sustainability] metrics;

Any failure, or perceived failure, to meet evolving stakeholder expectations and industry standards or achieve our [removed: ESG] [added: sustainability] goals, commitments and targets could have a material adverse effect on our business, results of operations and financial condition.

At December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 75,500] [added: 69,600] persons worldwide.

Approximately [removed: 21,900] [added: 22,000] of our employees worldwide were represented by various unions under collective bargaining agreements that expire between [removed: 2024] [added: 2025] and [removed: 2028.][added: 2029.]

Subsequent to the second quarter of 2024, we recorded immaterial amounts related to stipulated penalties we determined to be probable and estimable.

Any further non-compliance with the Settlement Agreements will likely subject us to further stipulated penalties and other adverse consequences.

In some cases, foreign regulatory frameworks are more stringent or complex than similar regimes in the United States.

These new and emerging regulations are likely to require significant resources and data management systems and could increase our cost of doing business, restrict our ability to operate our business or execute our strategies, and could result in fines and penalties or reputational harm if we do not fully comply.

Increasing use of artificial intelligence may increase these risks.

We may use artificial intelligence in our business and in our products, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We may incorporate artificial intelligence solutions into our products, services and features, and we may leverage artificial intelligence, including generative artificial intelligence and machine learning, in our product development, operations and software programming.

Our competitors or other third parties may incorporate artificial intelligence into their products or operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation and results of operations.

In addition, there are significant risks involved in developing and deploying artificial intelligence and there can be no assurance that the usage of artificial intelligence will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

The rapid evolution of artificial intelligence, including the regulation of artificial intelligence by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services, and features to implement artificial intelligence ethically and minimize any unintended harmful impacts.

- potential changes to, uncertainty around or repeal of certain environmental laws and regulations, potentially slowing adoption of technologies we are investing in and developing;

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.

The amounts ultimately paid upon resolution of these or

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

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

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

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

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

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

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

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

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

Additionally, higher material and commodity costs around the world as well as elevated levels of inflation may offset our

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.

A delay or failure to complete the divestiture could result in our businesses 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 Atmus divestiture;

- maintaining employee morale and retaining key management and other employees;

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

- foreseen and unforeseen dis-synergy costs, costs of restructuring transactions (including taxes) and other significant costs and expenses.

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

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

flows.

The impact of a significant information technology event on either our information technology environment or our products could have a material adverse effect on our competitive position, reputation, results of operations, financial condition and cash flows.

The following is the discussion and analysis of changes in the financial condition and results of operations for fiscal year [removed: 2023] [added: 2024] compared to fiscal year [removed: 2022.][added: 2023.]

The discussion and analysis of fiscal year [removed: 2021] [added: 2022] and changes in the financial condition and results of operations for fiscal year [removed: 2022] [added: 2023] compared to fiscal year [removed: 2021,] [added: 2022,] that are not included in this Form 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/26172/000002617223000005/cmi-20221231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000002617224000012/cmi-20231231.htm)] for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the Securities and Exchange Commission (SEC) on February [removed: 14, 2023.][added: 12, 2024.]

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

We have long-standing relationships with many of the leading manufacturers in the markets we serve, including PACCAR Inc, Traton Group, Daimler Trucks North America and Stellantis N.V. We serve our customers through a service network of approximately [removed: 450] [added: 650] wholly-owned, joint venture and independent distributor locations and more than 19,000 Cummins certified dealer locations in approximately 190 countries and territories.

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

We [removed: started to report] [added: began reporting] results for [removed: the] [added: these] changes within our [removed: operating segments] [added: Components segment] effective [removed: January] [added: April] 1, [removed: 2023,] [added: 2024,] and reflected these changes in the historical periods presented.

See NOTE [removed: 23, "FORMATION OF ATMUS AND IPO,"] [added: 12, "DEBT,"] to our *Consolidated Financial Statements* for additional [removed: information about the Atmus IPO.][added: information.]

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

[removed: This] [added: Our segment] reporting structure is organized according to the products and markets each segment serves.

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

The Distribution segment includes wholly-owned and partially-owned distributorships engaged in wholesaling engines, generator sets and service parts, as well as performing service and repair activities on our [removed: products and] [added: products,] maintaining relationships with various OEMs throughout the [removed: world.][added: world and providing selected sales and aftermarket support for our Accelera business.]

The Power Systems segment is an integrated power provider, which designs, manufactures and sells [added: standby and prime power generators,] engines (16 liters and larger) for [added: standby and prime power generator sets and] industrial applications (including mining, oil and gas, [removed: marine and rail), standby] [added: marine, rail] and [removed: prime power generator sets,] [added: defense),] alternators and other power components.

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

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

Our financial performance depends, in large part, on varying conditions in the markets we serve, particularly the on-highway, [removed: construction] [added: off-highway, power generation] and general industrial markets.

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

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 [removed: (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 [removed: U.S.] [added: U.S., which became final and effective in April 2024] (collectively, the [removed: Agreement in Principle).][added: Settlement Agreements).]

See NOTE [removed: 2, "AGREEMENT IN PRINCIPLE,"] [added: 12, “DEBT,”] to our *Consolidated Financial Statements* for additional information.

| In millions, except per share amounts | | | | | | [removed: 2023] [added: 2024] | | | [added: (1)] | | | [removed: 2022] [added: 2023] | | | [added: (2)] | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | [removed: 34,065] [added: 34,102] | | | | | $ | [removed: 28,074] [added: 34,065] | | | | | $ | [removed: 24,021] [added: 28,074] | | | | | | | | | | | | | |

| Net income attributable to Cummins Inc. | | | | | | [removed: 735] [added: 3,946] | | | | | | [removed: 2,151] [added: 735] | | | | | | [removed: 2,131] [added: 2,151] | | | | | | | | | | | | | | |

| Basic | | | | | | $ | [removed: 5.19] [added: 28.55] | | | | | $ | [removed: 15.20] [added: 5.19] | | | | | $ | [removed: 14.74] [added: 15.20] | | | | | | | | | | | | | |

| Diluted | | | | | | [removed: 5.15] [added: 28.37] | | | | | | [removed: 15.12] [added: 5.15] | | | | | | [removed: 14.61] [added: 15.12] | | | | | | | | | | | | | | |

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

The following table contains sales and EBITDA [added: (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: 2023,] [added: 2024] and [removed: 2022.][added: 2023.]

See NOTE 25, "OPERATING SEGMENTS," to [removed: the] [added: our] *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: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | Percent change | | | | | | | | |

| | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | | | | | | | Percent of Total | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | |

| Components | | | | | | [removed: $] [added: 11,679] | [removed: 13,409] | | | | | [removed: 39] [added: 28] | | % | | | | [removed: $] [added: 1,591] | [removed: 1,840] | | | | | [removed: $] [added: 13,409] | [removed: 9,736] | | | | | [removed: 34] [added: 32] | | % | | | | [removed: $] [added: 1,840] | [removed: 1,346] | | | | | [removed: 38] [added: (13)] | | % | | | | [removed: 37] [added: (14)] | | % |

| Engine | | | | | | [removed: 11,684] [added: $] | [added: 11,712] | | | | | [removed: 34] [added: 28] | | % | | | | [removed: 1,630] [added: $] | [added: 1,653] | | | | | [removed: 10,945] [added: $] | [added: 11,684] | | | | | [removed: 39] [added: 28] | | % | | | | [removed: 1,535] [added: $] | [added: 1,630] | | | | | [removed: 7] [added: —] | | % | | | | [removed: 6] [added: 1] | | % |

| Distribution | | | | | | [removed: 10,249] [added: 11,384] | | | | | | [removed: 30] [added: 27] | | % | | | | [removed: 1,209] [added: 1,378] | | | | | | [removed: 8,929] [added: 10,249] | | | | | | [removed: 32] [added: 25] | | % | | | | [removed: 888] [added: 1,209] | | | | | | [removed: 15] [added: 11] | | % | | | | [removed: 36] [added: 14] | | % |

| Power Systems | | | | | | [removed: 5,673] [added: 6,408] | | | | | | [removed: 17] [added: 16] | | % | | | | [removed: 836] [added: 1,180] | | | | | | [removed: 5,033] [added: 5,673] | | | | | | [removed: 18] [added: 14] | | % | | | | [removed: 596] [added: 836] | | | | | | 13 | | % | | | | [removed: 40] [added: 41] | | % |

| Accelera | | | | | | [removed: 354] [added: 414] | | | | | | 1 | | % | | | | [removed: (443)] [added: (764)] | | | [added: (1)] | | | [removed: 198] [added: 354] | | | | | | 1 | | % | | | | [removed: (334)] [added: (443)] | | | | | | [removed: 79] [added: 17] | | % | | | | [removed: (33)] [added: (72)] | | % |

| Intersegment eliminations | | | | | | [removed: (7,304)] [added: (7,495)] | | | | | | [removed: (21)] | | [removed: %] | | | | [removed: (2,055)] [added: 1,288] | | | [added: (2)] | | | [removed: (6,767)] [added: (7,304)] | | | | | | [removed: (24)] | | [removed: %] | | | | [removed: (232)] [added: (2,055)] | | | [added: (3)] | | | [removed: 8] [added: 3] | | % | | | | NM | | |

| [removed: (1)] [added: (3) Intersegment eliminations and total] EBITDA [removed: includes] [added: included a] $2.0 billion [added: charge] related to the [removed: Agreement in Principle] [added: Settlement Agreements,] and [added: total EBITDA included] $100 million of costs associated with the [removed: IPO and separation] [added: divestiture] of Atmus. See NOTE [removed: 2, "AGREEMENT IN PRINCIPLE,"] [added: 14, "COMMITMENTS AND CONTINGENCIES,"] to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: (2) EBITDA includes $111] [added: (1) Included a $28] million [removed: of costs associated with the indefinite suspension] [added: impairment] of our [removed: Russian operations, $83 million of costs related to the acquisition and integration of Meritor] [added: joint venture with KAMAZ] and [removed: $81] [added: $3] million of [added: royalty charges as part of our] costs associated with the [removed: planned separation] [added: indefinite suspension] of [removed: Atmus.] [added: our Russian operations.] See NOTE [removed: 22,] [added: 24,] "RUSSIAN OPERATIONS," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

Net income attributable to Cummins Inc. for [removed: 2023] [added: 2024] was [removed: $735 million,] [added: $3.9 billion,] or [removed: $5.15] [added: $28.37] per diluted share, on sales of $34.1 billion, compared to [removed: 2022] [added: 2023] net income attributable to Cummins Inc. of [removed: $2.2] [added: $0.7] billion, or [removed: $15.12] [added: $5.15] per diluted share, on sales of [removed: $28.1] [added: $34.1] billion.

The [removed: decreases] [added: increases] in net income attributable to Cummins Inc. and earnings per diluted share were driven by the [added: absence of the] $2.0 billion charge related to the [removed: Agreement] [added: Settlement Agreements] in [removed: Principle and increased compensation expenses, partially offset by higher net sales] [added: 2023] and [removed: improved gross margins.][added: the $1.3 billion gain recognized on the divestiture of Atmus in 2024.]

We generated [removed: $4.0] [added: $1.5] billion of operating cash flows in [removed: 2023,] [added: 2024,] compared to [removed: $2.0] [added: $4.0] billion in [removed: 2022.][added: 2023.]

Our debt to capital ratio (total capital defined as debt plus equity) at December 31, [removed: 2023,] [added: 2024,] was [removed: 40.3] [added: 38.4] percent, compared to [removed: 44.1] [added: 40.3] percent at December 31, [removed: 2022.][added: 2023.]

- 2025 OUTLOOK

We are a global power solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise.

Accelera Strategic Reorganization Actions

In the fourth quarter of 2024, our Accelera segment underwent a strategic review to better streamline operations as well as pace and re-focus investments on the most promising paths as the adoption of certain zero emission solutions slows.

This review resulted in decisions to consolidate certain manufacturing efforts, focus internal development efforts towards areas of differentiation while continuing to leverage partners and reduce our investments in certain technologies, joint ventures and markets.

In addition, declining customer demand in certain key product lines caused us to re-evaluate the recoverability of certain inventory items.

As a result of these actions, we recorded several charges in the fourth quarter related to inventory write-downs, intangible and fixed asset impairments and joint venture impairments.

Total charges for these strategic reorganization actions were $312 million.

See NOTE 22, "ACCELERA STRATEGIC REORGANIZATION ACTIONS," to our *Consolidated Financial Statements* for additional information.

Divestiture of Atmus

On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus Filtration Technologies Inc. (Atmus) common stock through a tax-free split-off.

The exchange resulted in a reduction of shares of our common stock outstanding by 5.6 million shares and a gain of approximately $1.3 billion.

Settlement Agreements

We recorded a charge of $2.0 billion in the fourth quarter of 2023 to resolve the matters addressed by the Settlement Agreements involving approximately one million of our pick-up truck applications in the U.S. In the second quarter of 2024, we made $1.9 billion of payments required by the Settlement Agreements.

2024 Results

| (1) Net income and earnings per common share included the $1.3 billion non-taxable gain associated with the divestiture of Atmus for the year ended December 31, 2024. See NOTE 21, "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) Net income and earnings per common share included a $2.0 billion charge related to the Settlement Agreements for the year ended December 31, 2023. See NOTE 14, "COMMITMENTS AND CONTINGENCIES," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Diluted earnings per common share for 2024 benefited $0.87 per share from fewer weighted-average shares outstanding due to treasury shares reacquired in the Atmus divestiture.

The table below presents our consolidated net sales by geographic area based on the location of the customer:

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Favorable/(Unfavorable) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States and Canada | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 20,820 | | | | | $ | 20,650 | | | | | $ | 16,869 | | | | | $ | 170 | | | | | 1 | | % | | | | $ | 3,781 | | | | | 22 | | % |

| International | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,282 | | | | | | 13,415 | | | | | | 11,205 | | | | | | (133) | | | | | | (1) | | % | | | | 2,210 | | | | | | 20 | | % |

| Total net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 34,102 | | | | | $ | 34,065 | | | | | $ | 28,074 | | | | | $ | 37 | | | | | — | | % | | | | $ | 5,991 | | | | | 21 | | % |

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

Worldwide revenues were flat in 2024 compared to 2023, as increased global power generation demand (mostly data center markets) and higher demand in North American medium-duty truck and bus markets were offset by the divestiture of Atmus, lower emission solutions demand (mainly in China), lower demand in North American heavy-duty truck and pick-up truck markets and weaker demand in global construction markets.

Net sales in the U.S. and Canada improved by 1 percent primarily due to higher demand in power generation markets and medium-duty truck and bus markets, partially offset by the divestiture of Atmus and lower demand in North American pick-up truck and heavy-duty truck markets.

International sales (excludes the U.S. and Canada) declined by 1 percent, primarily due to lower sales in China and Europe which were mostly offset with higher sales in Latin America and India.

The decrease in international sales was primarily due to the divestiture of Atmus and lower emission solutions demand (mainly in China), largely offset by increased demand in power generation markets (mainly Europe, China, Asia Pacific and India).

| Total segments | | | | | | 41,597 | | | | | | 100 | | % | | | | 5,038 | | | | | | 41,369 | | | | | | 100 | | % | | | | 5,072 | | | | | | 1 | | % | | | | (1) | | % |

| Total | | | | | | $ | 34,102 | | | | | | | | | | | $ | 6,326 | | (2) | | | $ | 34,065 | | | | | | | | | | | $ | 3,017 | | (3) | | | — | | % | | | | NM | | |

| (1) Accelera EBITDA included $312 million of strategic reorganization action charges in the fourth quarter of 2024. See NOTE 22, "ACCELERA STRATEGIC REORGANIZATION ACTIONS," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) Intersegment eliminations and total EBITDA included a $1.3 billion gain recognized on the divestiture of Atmus, and total EBITDA included $35 million of costs associated with the divestiture of Atmus. See NOTE 21, "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

2024 Highlights

The decrease was primarily due to the increased equity balance from stronger earnings since December 31, 2023, partially offset by higher debt balances at December 31, 2024.

In the second and third quarters of 2024, we settled the remaining $500 million of interest rate swaps associated with the term loan, due in 2025, and repaid the outstanding balance of the term loan.

In July 2024, the Board of Directors (Board) authorized an increase to our quarterly dividend of approximately 8 percent from $1.68 per share to $1.82 per share.

On June 3, 2024, we entered into an amended and restated 5-year credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 3, 2029.

The credit agreement amended and restated the prior $2.0 billion 5-year credit agreement that would have matured on August 18, 2026.

- 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.

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.

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

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

Worldwide revenues improved 21 percent in 2023 compared to 2022, due to increased axles and brakes sales in the Components segment of $2.9 billion from the Meritor acquisition on August 3, 2022, and higher demand in all operating segments and most geographic regions, partially offset by the decrease in Russian sales due to the indefinite suspension of our Russian operations in March 2022.

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.

International demand (excludes the U.S. and Canada) improved by 20 percent, with higher sales in most geographic regions, partially offset by a decrease in Russian sales due to the indefinite suspension of our operations in March 2022.

The increase in international sales was principally due to incremental sales of axles and brakes in Western Europe, Latin America, Asia Pacific and India and higher demand for power generation equipment.

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

| Total | | | | | | $ | 34,065 | | | | | 100 | | % | | | | $ | 3,017 | | (1) | | | $ | 28,074 | | | | | 100 | | % | | | | $ | 3,799 | | (2) | | | 21 | | % | | | | (21) | | % |

The increase in gross margin was mainly due to favorable pricing and higher volumes (including sales of axles and brakes from the Meritor acquisition), partially offset by higher compensation expenses.

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.

- Components segment sales increased 38 percent largely due to axles and brakes sales from the Meritor acquisition.

- Engine segment sales increased 7 percent principally due to stronger heavy-duty and medium-duty truck demand in North America.

These increases were partially offset by unfavorable foreign currency fluctuations of 1 percent of total sales, primarily in the Chinese renminbi and Indian rupee, partially offset by the Euro.

production equipment and facilities and amortization of technology intangibles; estimated costs of warranty programs and campaigns; production utilities; production-related purchasing; warehousing, including receiving and inspection; freight costs; engineering support costs; repairs and maintenance; production and warehousing facility property insurance; rent for production facilities; charges for the write-downs of inventories in Russia and other production overhead.

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

Selling, general and administrative expenses increased $646 million, primarily due to higher compensation expenses and higher consulting expenses.

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

The following describes our risk exposures and provides the results of a sensitivity analysis performed at December 31, [removed: 2023.][added: 2024.]

See NOTE [removed: 21,] [added: 20,] "DERIVATIVES," to our *Consolidated Financial Statements* for additional information.

For the years ended December 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] there were no circumstances that resulted in the discontinuance of a foreign currency cash flow hedge.

Under the terms of our foreign exchange forwards, we agreed with third parties to sell British [removed: pounds] [added: pounds, Chinese renminbi and Euros] in exchange for U.S. dollar currency at a specified rate at the maturity of the contract.

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

At December 31, [removed: 2023,] [added: 2024,] 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: $29] [added: $25] million.

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: $3] [added: $29] million, as calculated as of December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] realized and unrealized gains and losses related to these hedges were not material to our financial statements.

Additional information on the physical forwards is included in NOTE [removed: 15,] [added: 14,] "COMMITMENTS AND CONTINGENCIES."

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

We serve our customers through a service network of approximately [removed: 450] [added: 650] wholly-owned, joint venture and independent distributor locations and more than 19,000 Cummins certified dealer locations in approximately 190 countries and territories.

See NOTE [removed: 24, "ACQUISITIONS,"] [added: 14, “COMMITMENTS AND CONTINGENCIES,”] to [removed: the] [added: our] *Consolidated Financial Statements* for additional information.

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

We [removed: started to report] [added: began reporting] results for [removed: the] [added: these] changes within our [removed: operating segments] [added: Components segment] effective [removed: January] [added: April] 1, [removed: 2023,] [added: 2024,] and reflected these changes in the historical periods presented.

See NOTE [removed: 23, "FORMATION OF ATMUS] [added: 21, "ATMUS INITIAL PUBLIC OFFERING (IPO)] AND [removed: IPO,"] [added: DIVESTITURE,"] to our *Consolidated Financial Statements* for additional [removed: information about the Atmus IPO.][added: information.]

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

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

See NOTE 25, "OPERATING SEGMENTS," to [removed: the] [added: our] *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: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

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

| Percent of consolidated EBITDA (1) | | | | | | [removed: 36] [added: 33] | | % | | | | [removed: 33] [added: 32] | | % | | | | [removed: 33] [added: 38] | | % |

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

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

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

- [removed: Axles] [added: Drivetrain] and [removed: brakes] [added: braking systems] - We design, manufacture and supply drivetrain systems, including axles, drivelines, brakes and suspension systems primarily for commercial vehicle and industrial applications.

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

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

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

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

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

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

| Percent of consolidated EBITDA (1) | | | | | | 32 | | % | | | | [removed: 38] [added: 36] | | % | | | | [removed: 39] [added: 33] | | % |

- Engines with a displacement range of 2.8 to 15 liters and horsepower ranging from 48 to [removed: 715] [added: 715;] and

- New [removed: parts] and [removed: service, as well as] remanufactured parts and engines, [added: which are sold and serviced] primarily through our extensive distribution network.

- Light-duty automotive (pick-up and light commercial vehicle (LCV)) - We manufacture 105 to [removed: 400] [added: 430] horsepower diesel engines, including engines for the pick-up truck market for Stellantis [added: N.V. (Stellantis)] in North America and LCV markets in Latin America and China.

- Off-highway [added: (industrial engines)] - We manufacture diesel engines that range from 48 to 715 horsepower serving key global markets including construction, mining, marine, rail, oil and gas, defense and agriculture and also the power generation business for standby, mobile and distributed power generation solutions throughout the world.

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

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

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

| Percent of consolidated net sales (1) | | | | | | [removed: 25] [added: 27] | | % | | | | [removed: 26] [added: 25] | | % | | | | 26 | | % |

| Percent of consolidated EBITDA (1) | | | | | | [removed: 24] [added: 27] | | % | | | | [removed: 22] [added: 24] | | % | | | | [removed: 20] [added: 22] | | % |

Joint venture locations serve markets in South America, Southeast [removed: Asia, India, Middle East] [added: Asia] and [removed: Africa,] [added: India] while independent distribution locations serve markets in these and other geographies.

Distribution’s mission encompasses the [removed: sales] [added: sale] and support of a wide range of products and services, including power generation systems, high-horsepower engines, heavy-duty and medium-duty engines designed for on- and off-highway use, application engineering services, custom-designed assemblies, retail and wholesale aftermarket parts and in-shop and field-based repair services.

The Distribution segment is organized and managed as seven geographic regions, including North America, Asia Pacific, Europe, China, [added: India,] Africa and Middle [removed: East, India] [added: East] 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: Components, Engine] [added: Engine, Components] or Power Systems segments.

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

| Percent of consolidated EBITDA (1) | | | | | | [removed: 16] [added: 23] | | % | | | | [removed: 15] [added: 16] | | % | | | | [removed: 14] [added: 15] | | % |

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

- Industrial - We design, manufacture, sell and support diesel and natural gas high-speed, high-horsepower engines up to 4,400 horsepower for a wide variety of equipment in mining, [removed: rail, defense,] oil and [removed: gas] [added: gas, marine, rail] and [removed: marine] [added: defense] applications throughout the world.

In 2001, we changed our name to Cummins Inc. We are a global power solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise.

Divestiture of Atmus

On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus Filtration Technologies Inc. (Atmus) common stock through a tax-free split-off.

The exchange resulted in a reduction of shares of our common stock outstanding by 5.6 million shares and a gain of approximately $1.3 billion.

Settlement Agreements

In the second quarter of 2024, we made $1.9 billion of payments required by the Settlement Agreements.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Beginning in the second quarter of 2024, we realigned certain businesses within our Components segment to be consistent with how our segment leader now monitors performance.

In addition, we rebranded our axles and brakes business as drivetrain and braking systems.

The change had no impact on our consolidated results.

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

- Atmus - On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus common stock through a tax-free split-off.

See NOTE 21, "ATMUS INITIAL PUBLIC OFFERING (IPO) AND DIVESTITURE," to our *Consolidated Financial Statements* for additional information.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| (1) Included a $17 million impairment of our joint ventures in the fourth quarter of 2024 related to our Accelera strategic reorganization actions. See NOTE 22, "ACCELERA STRATEGIC REORGANIZATION ACTIONS," to our *Consolidated Financial Statements* for additional information. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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The joint venture received all government approvals and began operations in May 2024, but is not expected to begin production until 2027.

The joint venture meets the definition of a variable interest entity since the equity-at-risk is not currently sufficient to support the future operations of the joint venture.

All significant decisions require majority or super-majority approval of the board.

As a result, we are not the primary beneficiary of the joint venture, and the joint venture is not consolidated.

We account for the joint venture using the equity method.

As of December 31, 2024, we had contributed $211 million, and our maximum remaining required contribution to the joint venture was $619 million, which could be reduced by future government incentives received by the joint venture.

In addition, we are required to purchase 33 percent of the joint venture's output in the future or be subject to certain penalties.

We use a process that groups products or services into categories based on similar characteristics, which helps us align our purchasing goals with overall business objectives (Category Strategy Framework).

Disruption risk in certain categories of our supply chains exist and could negatively impact our ability to meet customer demand.

were $1.4 billion in 2024, $1.4 billion in 2023 and $1.2 billion in 2022.

Our Board of Directors (the Board) and the senior management team oversee our top risks, while the Enterprise Risk Management program gives the Board and senior management a framework to help them understand, identify, assess, manage and monitor risks so we can meet our strategic objectives.

The Board is ultimately responsible for assessing and managing climate-related risks and opportunities.

Managing risk effectively is on the agenda at every regular board meeting, and the Board reviews the entire Enterprise Risk Management program and the results of our latest enterprise risk assessment each year.

As climate-related risks affect all aspects of the business, the enterprise risks incorporate, where relevant, climate-related aspects, with a separate stand-alone enterprise risk on climate change.

The Safety, Environment and Technology (SET) committee provides overall guidance and insight on major environmental sustainability initiatives such as our environmental sustainability strategy, as well as environmental management at our facilities and operations.

In 2024, we also initiated a planned midpoint review of our 2030 sustainability goals.

This review reflected standard governance practices to ensure our metrics, scope and strategies remain aligned with evolving conditions and our long-term objectives.

Our commitment to progress remains steadfast, and we anticipate sharing any updates or adjustments to these goals in 2025.

Our most recent Sustainability Progress Report and previous reports are available on our website at www.cummins.com/company/esg/sustainability-progress-reports.

Settlement Agreements

In December 2023, we announced that we reached an agreement in principle with the EPA, CARB, DOJ and the California Attorney General’s Office 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., which became final and effective in April 2024, (collectively, the Settlement Agreements).

We made $1.9 billion of payments required by the Settlement Agreements in the second quarter of 2024.

Subsequent to the second quarter of 2024, we have recorded immaterial amounts related to stipulated penalties we determined to be probable and estimable.

Meritor Acquisition

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

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

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

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

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.

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.

- Atmus - We design, manufacture and sell filters, coolants and chemical products.

Our business offers 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 support a wide customer base in a diverse range of markets including on- and off-highway segments such as oil and gas, agriculture, mining, construction, power generation and marine.

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

Fleetguard products are available through thousands of distribution points worldwide.

We primarily serve markets in the Americas, China, India and Europe.

The principal customer of our pick-up on-highway engines is Stellantis.

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.

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

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.

The highest level of accountability for our climate-related risks and opportunities is with the Safety, Environment and Technology (SET) Committee of the Board of Directors (the Board).

The internal Action Committee for Environmental Sustainability meets monthly and reports to the Chief Executive Officer (CEO) and to the SET Committee at least annually.

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.

The most recent Sustainability Progress Report, prior reports and a Data Book of more detailed environmental data in accordance with the Global Reporting Initiative's Standard core compliance designation is available on our website at www.cummins.com.

Agreement in Principle

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

litigation in connection with these matters.

See NOTE 15, "COMMITMENTS AND CONTINGENCIES," to the *Consolidated Financial Statements* and the "LIQUIDITY AND CAPITAL RESOURCES" section within Management's Discussion and Analysis for additional information.

This strategy has several key focus areas: creating a diverse, accessible, equitable and inclusive work environment; engaging employees and their families in improving wellness; developing self-aware and effective leaders and extending our talent development programs to our workforce at every level.

We are committed to cultivating a learning culture by providing employees and their managers with the tools and

We strive to ensure a hazard-free workplace with zero incidents.

- Implemented a remote work environment where possible for employees who prefer working off-site, including remote ergonomic evaluations and support.

This is exemplified by the composition of the Board and Cummins Leadership Team.

As of January 31, 2024, five of twelve Board members are women and three are ethnically diverse.

Under the guidance of our female Chair and CEO, the thirteen member Cummins Leadership Team includes five women and three Black members.

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

[removed: ][added: ]

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting stock held by non-affiliates was approximately [removed: $34.7] [added: $38.0] billion at June 30, [removed: 2023.][added: 2024.]

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 141,856,847] [added: 137,481,164] shares outstanding of $2.50 par value common stock.

Portions of the registrant's definitive Proxy Statement for its [removed: 2024] [added: 2025] 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: 2023,] [added: 2024,] 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](#i1987fd59bb1e4ae091338be853b5581e_10)] [added: Information](#idd784898ae5443a9a9d83c8ac2ddc4f1_13)] | | | | | | [removed: [3](#i1987fd59bb1e4ae091338be853b5581e_10)] [added: [3](#idd784898ae5443a9a9d83c8ac2ddc4f1_13)] | | |

| | | | | | | | | | | | | [Operating [removed: Segments](#i1987fd59bb1e4ae091338be853b5581e_22)] [added: Segments](#idd784898ae5443a9a9d83c8ac2ddc4f1_25)] | | | | | | [removed: [5](#i1987fd59bb1e4ae091338be853b5581e_22)] [added: [5](#idd784898ae5443a9a9d83c8ac2ddc4f1_25)] | | |

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| | | | | | | | | | | | | [Engine [removed: Segment](#i1987fd59bb1e4ae091338be853b5581e_28)] [added: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_31)] | | | | | | [removed: [7](#i1987fd59bb1e4ae091338be853b5581e_28)] [added: [6](#idd784898ae5443a9a9d83c8ac2ddc4f1_31)] | | |

| | | | | | | | | | | | | [Distribution [removed: Segment](#i1987fd59bb1e4ae091338be853b5581e_31)] [added: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_34)] | | | | | | [removed: [8](#i1987fd59bb1e4ae091338be853b5581e_31)] [added: [8](#idd784898ae5443a9a9d83c8ac2ddc4f1_34)] | | |

| | | | | | | | | | | | | [Power Systems [removed: Segment](#i1987fd59bb1e4ae091338be853b5581e_34)] [added: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_37)] | | | | | | [removed: [8](#i1987fd59bb1e4ae091338be853b5581e_34)] [added: [8](#idd784898ae5443a9a9d83c8ac2ddc4f1_37)] | | |

| | | | | | | | | | | | | [Accelera [removed: Segment](#i1987fd59bb1e4ae091338be853b5581e_37)] [added: Segment](#idd784898ae5443a9a9d83c8ac2ddc4f1_40)] | | | | | | [removed: [9](#i1987fd59bb1e4ae091338be853b5581e_37)] [added: [9](#idd784898ae5443a9a9d83c8ac2ddc4f1_40)] | | |

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| | | | | | | | | | | | | [Patents and [removed: Trademarks](#i1987fd59bb1e4ae091338be853b5581e_46)] [added: Trademarks](#idd784898ae5443a9a9d83c8ac2ddc4f1_49)] | | | | | | [removed: [11](#i1987fd59bb1e4ae091338be853b5581e_46)] [added: [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_49)] | | |

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| | | | | | | | | | | | | [Information About Our Executive [removed: Officers](#i1987fd59bb1e4ae091338be853b5581e_73)] [added: Officers](#idd784898ae5443a9a9d83c8ac2ddc4f1_79)] | | | | | | [removed: [17](#i1987fd59bb1e4ae091338be853b5581e_73)] [added: [17](#idd784898ae5443a9a9d83c8ac2ddc4f1_79)] | | |

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- any adverse consequences resulting from entering into the [removed: Agreement in Principle,] [added: Settlement Agreements,] including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions;

- our plan to reposition our portfolio of product offerings through exploration of strategic [removed: acquisitions and] [added: acquisitions,] divestitures [added: or exiting the production of certain product lines or product categories] and related uncertainties of [removed: entering] such [removed: transactions;][added: decisions;]

- exposure to potential security breaches or other disruptions to our information technology [added: (IT)] environment and data security;

- failure to meet [removed: environmental, social and governance (ESG)] [added: sustainability] expectations or standards, or achieve our [removed: ESG] [added: sustainability] goals;

| [I](#idd784898ae5443a9a9d83c8ac2ddc4f1_16) | | | | | | [1](#idd784898ae5443a9a9d83c8ac2ddc4f1_19) | | | | | | [Business](#idd784898ae5443a9a9d83c8ac2ddc4f1_19) | | | | | | [5](#idd784898ae5443a9a9d83c8ac2ddc4f1_16) | | |

| | | | | | | | | | | | | [Overview](#idd784898ae5443a9a9d83c8ac2ddc4f1_22) | | | | | | [5](#idd784898ae5443a9a9d83c8ac2ddc4f1_22) | | |

| | | | | | | | | | | | | [Supply](#idd784898ae5443a9a9d83c8ac2ddc4f1_46) | | | | | | [11](#idd784898ae5443a9a9d83c8ac2ddc4f1_46) | | |

| | | | | | | | | | | | | [Seasonality](#idd784898ae5443a9a9d83c8ac2ddc4f1_52) | | | | | | [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_52) | | |

| | | | | | | | | | | | | [Backlog](#idd784898ae5443a9a9d83c8ac2ddc4f1_58) | | | | | | [12](#idd784898ae5443a9a9d83c8ac2ddc4f1_58) | | |

| | | | | | | [1C](#idd784898ae5443a9a9d83c8ac2ddc4f1_88) | | | | | | [Cybersecurity](#idd784898ae5443a9a9d83c8ac2ddc4f1_88) | | | | | | [26](#idd784898ae5443a9a9d83c8ac2ddc4f1_88) | | |

| | | | | | | [2](#idd784898ae5443a9a9d83c8ac2ddc4f1_91) | | | | | | [Properties](#idd784898ae5443a9a9d83c8ac2ddc4f1_91) | | | | | | [28](#idd784898ae5443a9a9d83c8ac2ddc4f1_91) | | |

| | | | | | | [6](#idd784898ae5443a9a9d83c8ac2ddc4f1_109) | | | | | | [\[Reserved\]](#idd784898ae5443a9a9d83c8ac2ddc4f1_109) | | | | | | [31](#idd784898ae5443a9a9d83c8ac2ddc4f1_109) | | |

| | | | | | | [9A](#idd784898ae5443a9a9d83c8ac2ddc4f1_364) | | | | | | [Controls and Procedures](#idd784898ae5443a9a9d83c8ac2ddc4f1_364) | | | | | | [122](#idd784898ae5443a9a9d83c8ac2ddc4f1_364) | | |

| | | | | | | [9B](#idd784898ae5443a9a9d83c8ac2ddc4f1_367) | | | | | | [Other Information](#idd784898ae5443a9a9d83c8ac2ddc4f1_367) | | | | | | [122](#idd784898ae5443a9a9d83c8ac2ddc4f1_367) | | |

| | | | | | | [11](#idd784898ae5443a9a9d83c8ac2ddc4f1_379) | | | | | | [Executive Compensation](#idd784898ae5443a9a9d83c8ac2ddc4f1_379) | | | | | | [123](#idd784898ae5443a9a9d83c8ac2ddc4f1_379) | | |

| [IV](#idd784898ae5443a9a9d83c8ac2ddc4f1_391) | | | | | | [15](#idd784898ae5443a9a9d83c8ac2ddc4f1_394) | | | | | | [Exhibits and Financial Statement Schedules](#idd784898ae5443a9a9d83c8ac2ddc4f1_394) | | | | | | [124](#idd784898ae5443a9a9d83c8ac2ddc4f1_394) | | |

| | | | | | | [16](#idd784898ae5443a9a9d83c8ac2ddc4f1_397) | | | | | | [Form 10-K Summary](#idd784898ae5443a9a9d83c8ac2ddc4f1_397) | | | | | | [126](#idd784898ae5443a9a9d83c8ac2ddc4f1_397) | | |

| | | | | | | | | | | | | [Signatures](#idd784898ae5443a9a9d83c8ac2ddc4f1_400) | | | | | | [127](#idd784898ae5443a9a9d83c8ac2ddc4f1_400) | | |

- the use of artificial intelligence in our business and in our products and challenges with properly managing its use;

Yes ☒ No ☐

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

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

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

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

- 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;

We are committed to protecting our [removed: Information Technology (IT)] [added: IT] assets and the data stored within these assets.

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

The [removed: Cummins] Enterprise Cybersecurity function, which is responsible for the administration of our enterprise cybersecurity program, is led by the Chief Information Security Officer, who [added: holds a degree in Management Information Systems (MIS) and a Certified Information Security Manager (CISM) designation, and] has more than [removed: 25] [added: 20] years of [removed: information technology, IT architecture] [added: IT, cybersecurity, audit] and [removed: operations] [added: risk management] experience in the industrial manufacturing industry.

Through these updates, the Audit Committee receives a cybersecurity dashboard illustrating [added: cybersecurity priorities and] the status of key [removed: cybersecurity activities such as email phishing, event logging and data encryption.][added: initiatives.]

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

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

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

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

The Product Cybersecurity MRG meets regularly with the [removed: Executive Director] [added: Principal Engineer] – [removed: Corporate] Product Cybersecurity [removed: and Functional Safety] to review the [added: product] cybersecurity program, including risks and the status of key initiatives.

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

We engage outside experts where appropriate to aid in [removed: developing and] [added: maturing,] implementing [added: and testing] the cybersecurity program and to review [removed: its] [added: our cybersecurity] operations.

[removed: Our] [added: We have implemented training and awareness programs to educate our employees on cybersecurity risks, which includes regular educational phishing campaigns, and our] Internal Audit function [removed: also] performs regular assessments of the design and operational effectiveness of the program’s key processes and controls.

We will continue to [removed: enhance] [added: develop and mature] our cybersecurity operations to respond to the dynamic cybersecurity landscape.

The Principal Engineer – Product Cybersecurity works directly with the Chief Technical Officer.

The committees elevate matters to the Board as appropriate.

For material cybersecurity incidents, our process is to escalate through the MRG to the Audit Committee and Board.

Our risk-based cybersecurity program is designed to protect, detect, and respond to cybersecurity threats and incidents.

This program, developed alongside the National Institute of Standards and Technology Cybersecurity Framework, aims to protect the confidentiality, integrity, and availability of our IT assets and the data stored thereon.

This process is administered by the Enterprise Cybersecurity function, and through this program, the company evaluates the type of data that is shared with certain vendors with the goal of conducting risk-informed assessments.

These assessments provide insights which the Enterprise Cybersecurity function uses to better manage third-party risks.

A cybersecurity operations team is in place to regularly monitor the environment for cybersecurity threats and incidents.

This includes incident response testing through tabletop exercises facilitated by external consultants.

Information regarding relevant cybersecurity training is provided as well.

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

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.

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

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

| | | | | | | [removed: North Carolina: Whitakers] | | | | | | U.K.: Darlington | | |

| | | | | | | [added: Wisconsin: Kenosha] | | | | | | Mexico: San Luis Potosi | | |

| | | | | | | Colorado: Henderson | | | | | | Canada: Fort McMurray [added: AB] | | |

| | | | | | | New Jersey: Kearny | | | | | | [removed: China: Beijing] [added: India: Pune] | | |

| | | | | | | Utah: West Valley City | | | | | | [removed: South Africa: Johannesburg] [added: U.K.: Wellingborough] | | |

| | | | | | | [removed: Indiana: Columbus, Indianapolis] [added: Kentucky: Walton] | | | | | | China: Beijing, Shanghai, Wuhan | | |

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

| | | | | | | Pennsylvania: Harrisburg | | | | | | [added: Singapore: Pandan Avenue] | | |

| | | | | | | South Carolina: [removed: Charleston] [added: Charleston, York] | | | | | | [added: India: Phaltan] | | |

| Components | | | | | | Indiana: Columbus | | | | | | Brazil: Sao Paulo | | |

| | | | | | | North Carolina: Fletcher, Laurinburg | | | | | | China: Wuxi | | |

| | | | | | | Wisconsin: Mineral Point | | | | | | Italy: Cameri | | |

| | | | | | | | | | | | | Netherlands: Roermond | | |

| | | | | | | | | | | | | Sweden: Lindesberg | | |

| | | | | | | | | | | | | Spain: Guadalajara | | |

| | | | | | | Kentucky: Florence (1) | | | | | | China: Beijing | | |

| | | | | | | Texas: Dallas | | | | | | South Africa: Johannesburg | | |

| | | | | | | (1) Florence is a Components distribution facility. | | | | | | | | |

| | | | | | | Indiana: Columbus, Indianapolis | | | | | | Brazil: Guarulhos | | |

| | | | | | | Oregon: Portland | | | | | | Mexico: Juarez, San Luis Potosi | | |

| | | | | | | South Carolina: Charleston | | | | | | U.K.: Darlington, Daventry | | |

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

| Components | | | | | | Indiana: Columbus | | | | | | Australia: Kilsyth | | |

| | | | | | | North Carolina: Fletcher | | | | | | Brazil: Sao Paulo | | |

| | | | | | | South Carolina: Charleston | | | | | | China: Shanghai, Wuhan, Wuxi | | |

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

| | | | | | | Wisconsin: Mineral Point, Neillsville | | | | | | Germany: Marktheidenfeld | | |

| | | | | | | | | | | | | South Korea: Suwon | | |

| | | | | | | | | | | | | Nigeria: Lagos | | |

| | | | | | | Texas: Dallas | | | | | | India: Pune | | |

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

| | | | | | | Kentucky: Walton | | | | | | India: Phaltan, Pithampur, Pune | | |

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

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: 16,] [added: 15,] "CUMMINS INC. SHAREHOLDERS' EQUITY," to [removed: the] [added: our] *Consolidated Financial Statements*.

At December 31, [removed: 2023,] [added: 2024,] there were [removed: 2,371] [added: 2,253] holders of record of Cummins Inc.'s $2.50 par value common stock.

During the three months ended December 31, [removed: 2023,] [added: 2024,] we did not make any repurchases of common stock.

The dollar value remaining available for future purchases under the 2019 program at December 31, [removed: 2023,] [added: 2024,] was $218 million.

In [removed: 2023,] [added: 2024,] we re-evaluated our peer group that the Board benchmarks against and chose to [removed: include] [added: remove] companies that [added: we no longer believe] participate in similar end-markets [removed: and have similar] [added: or are strongly aligned with our] businesses.

Our [removed: revised] peer group includes BorgWarner Inc., Caterpillar, Inc., Daimler Truck Holding AG, [added: Dana Inc.,] Deere & Company, [removed: Dana Inc.,] Eaton Corporation, Emerson Electric Co., [removed: 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: 2018][added: 2019]

FISCAL YEAR ENDING DECEMBER 31, [removed: 2023][added: 2024]

We removed W.W. Grainger since they are primarily U.S. focused and Fortive Corporation due to a spin-off transaction that shrank the size of their business.

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.

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

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

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

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

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

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

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

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

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

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

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

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

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

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

| NOTE | | | | | | [removed: 16] [added: 15] | | | | | | CUMMINS INC. SHAREHOLDERS' EQUITY | | |

| NOTE | | | | | | [removed: 17] [added: 16] | | | | | | ACCUMULATED OTHER COMPREHENSIVE LOSS | | |

| NOTE | | | | | | [removed: 18] [added: 17] | | | | | | NONCONTROLLING INTERESTS | | |

| NOTE | | | | | | [removed: 19] [added: 18] | | | | | | STOCK INCENTIVE AND STOCK OPTION PLANS | | |

| NOTE | | | | | | [removed: 20] [added: 19] | | | | | | EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC. | | |

| NOTE | | | | | | [removed: 21] [added: 20] | | | | | | DERIVATIVES | | |

| NOTE | | | | | | [removed: 22] [added: 24] | | | | | | RUSSIAN OPERATIONS | | |

| NOTE | | | | | | [removed: 23] [added: 21] | | | | | | [removed: FORMATION OF] ATMUS [added: INITIAL PUBLIC OFFERING (IPO)] AND [removed: IPO] [added: DIVESTITURE] | | |

| NOTE | | | | | | [removed: 24] [added: 23] | | | | | | ACQUISITIONS | | |

Management assessed the effectiveness of our internal control over financial reporting and concluded it was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

We have audited the accompanying consolidated balance sheets of Cummins Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of net income, comprehensive income, changes in redeemable noncontrolling interests and equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

In estimating the fair value of [removed: each] [added: the] 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 [removed: units] [added: unit] over a multi-year period, and a discount rate based upon a weighted-average cost of capital.

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

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting [removed: units;] [added: unit;] (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 [removed: margin for the reporting units and the discount rate for the axles and brakes reporting unit.][added: margin.]

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 [removed: units;] [added: unit;] (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 [removed: (i)] the appropriateness of the discounted cash flow [removed: model and (ii) the reasonableness of the discount rate assumption for the axles and brakes reporting unit.][added: model.]

| NOTE | | | | | | 22 | | | | | | ACCELERA STRATEGIC REORGANIZATION ACTIONS | | |

*Goodwill Impairment Test as of the End of the Fiscal Third Quarter – Drivetrain and Braking Systems Reporting Unit*

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2,370 million as of December 31, 2024, of which 31 percent relates to the drivetrain and braking systems reporting unit.

Effective October 31, 2024, management changed the annual goodwill impairment testing date for all reporting units from the last day of the fiscal third quarter to October 31.

To ensure that no lapse greater than twelve months occurred, management performed an impairment test as of the end of the fiscal third quarter.

February 11, 2025

| Gain related to divestiture of Atmus (Note 21) | | | | | | (1,333) | | | | | | — | | | | | | — | | |

| Investments in and net advances (to) from equity investees | | | | | | (214) | | | | | | 14 | | | | | | (54) | | |

| Cash associated with Atmus divestiture | | | | | | (174) | | | | | | — | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 3,946 | | | | | | | | | | | | | | | | | | | | | | | | 3,946 | | | | | | 122 | | | | | | 4,068 | | |

| Divestiture of Atmus (Note 21) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,532) | | | | | | | | | | | | 61 | | | | | | (1,471) | | | | | | (19) | | | | | | (1,490) | | |

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

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

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

| BALANCE AT DECEMBER 31, 2024 | | | | | | $ | — | | | | | $ | 556 | | | | | $ | 2,080 | | | | | $ | 20,828 | | | | | $ | (10,748) | | | | | | | | | | | $ | (2,445) | | | | | $ | 10,271 | | | | | $ | 1,037 | | | | | $ | 11,308 | |

In 2001, we changed our name to Cummins Inc. We are a global power solutions leader comprised of five business segments - Engine, Components, Distribution, Power Systems and Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise.

Divestiture of Atmus

On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus Filtration Technologies Inc. (Atmus) common stock through a tax-free split-off.

Settlement Agreements

In the second quarter of 2024, we made $1.9 billion of payments required by the Settlement Agreements.

carrying value.

Effective October 31, 2024, we changed our annual goodwill impairment testing date for all reporting units from the last day of our fiscal third quarter to October 31 to better align with the timing of our annual long-term planning process.

Accordingly, management determined that the change in accounting principle is preferable.

This change was applied prospectively from October 31, 2024.

We determined that it is impracticable to objectively ascertain projected cash flows and related valuation estimates that would have been used as of each October 31 of prior reporting periods without the use of hindsight.

This change was not material to our *Consolidated Financial Statements* as it did not delay, accelerate or avoid any potential goodwill impairment charges.

To ensure that no lapse greater than twelve months occurred, we performed an impairment test, for all reporting units, as of the end of our 2024 fiscal third quarter and noted no impairment.

We completed our annual impairment testing as of October 31, 2024, and noted no impairment.

See NOTE 9, "GOODWILL AND OTHER INTANGIBLE ASSETS," for additional information.

See NOTE 9, "GOODWILL AND OTHER INTANGIBLE ASSETS," for additional information.

expected costs when actual costs differ.

Environmental Credits

From time to time, we purchase certain forms of environmental credits from third parties to satisfy obligations with various regulatory agencies when we do not generate enough credits internally to satisfy those obligations.

Purchased credits are initially recorded at cost and expensed when utilized to satisfy the related regulatory obligation.

Amounts expected to be utilized in the next twelve months are reflected as current assets.

As of December 31, 2024, we had $120 million of credits of which $56 million was recorded in other current assets and $64 million was recorded in other intangible assets, net in our *Consolidated Balance Sheets.*

| Balance at the beginning of year | | | | | | $ | 199 | | | | | $ | 331 | |

| Balance at end of period | | | | | | $ | 142 | | | | | $ | 199 | |

Accounts Receivable Sales Program

In May 2024, we entered into an accounts receivable sales agreement with Wells Fargo Bank, N.A., to sell certain accounts receivable up to the Board of Directors (Board) approved limit of $500 million.

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

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

| | | | | | | | | |

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

*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.

February 12, 2024

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

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

| BALANCE AT DECEMBER 31, 2020 | | | | | | $ | 282 | | | | | $ | 556 | | | | | $ | 1,617 | | | | | $ | 15,419 | | | | | $ | (7,779) | | | | | | | | | | | $ | (1,982) | | | | | $ | 7,831 | | | | | $ | 876 | | | | | $ | 8,707 | |

| Net income | | | | | | (13) | | | | | | | | | | | | | | | | | | 2,131 | | | | | | | | | | | | | | | | | | | | | | | | 2,131 | | | | | | 46 | | | | | | 2,177 | | |

| Repurchases of common stock (Note 16) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (374) | | | | | | | | | | | | | | | | | | (374) | | | | | | — | | | | | | (374) | | |

| Fair value adjustment of redeemable noncontrolling interests | | | | | | 33 | | | | | | | | | | | | (33) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (33) | | | | | | — | | | | | | (33) | | |

| Acquisition of redeemable noncontrolling interests (Note 24) | | | | | | (271) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | |

billings on genset deliveries until commissioning occurs.

The gain or loss on the locks is deferred and reported as a component of AOCL.

We accrue for the

- Within our Accelera segment, our fuel cell and electrolyzer businesses were aggregated into a single reporting unit and our epowertrain and traction systems businesses were aggregated into a single reporting unit and

We perform the goodwill impairment assessment as of the end of our fiscal third quarter.

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.

| In millions | | | | | | | | |

In September 2022, the Financial Accounting Standards Board (FASB) issued a standard related to the disclosure of additional information about the use of supplier finance programs.

Under the new standard, entities are required to disclose (1) key terms of the programs, (2) the amount outstanding that remains unpaid as of the end of the period, including where amounts are recorded in the balance sheets and (3) an annual rollforward of those obligations, including the amount of obligations confirmed and the amount of obligations subsequently paid.

We adopted the new standard on January 1, 2023, on a retrospective basis other than the rollforward, which we adopted on a prospective basis beginning with our 2023 annual financial statements.

The adoption did not have a material impact on our financial statements.

See "Supply Chain Financing" section above for additional information.

We plan to adopt the standard beginning with our 2024 Form 10-K.

The adoption is not expected to have a material impact to our financial statements or disclosures.

We will adopt this standard on a prospective basis as allowed by the standard.

AGREEMENT IN PRINCIPLE

The majority of the amount is expected to be paid in 2024 after final regulatory and judicial approvals are obtained.

As a result, $1.938 billion is included in other current liabilities in our *Consolidated Balance Sheets* with the remainder included in other long-

term liabilities.

Of the total charge, $1.732 billion (primarily related to penalties) will be non-deductible for U.S. federal income tax purposes.

We did not record any impairment losses on our unbilled revenues during 2023 or 2022.

| (1) We revised $281 million from other international to United States for the year ended December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We started reporting results for the reorganized business in the first quarter of 2023 and reflected these changes for prior periods.

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.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024,] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(b) During the fourth quarter of [removed: 2023,] [added: 2024,] 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).

(a) On February 12, 2024, the Talent Management and Compensation Committee (TMCC) of the Company's Board of Directors adopted a Deposit Share Program 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 2024 Program and agree to hold those newly acquired shares for four years.

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

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 shares may be acquired in open market purchases or under certain equity compensation awards.

The matching grants of restricted stock units will cliff vest on the 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 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 2024 Program include Jennifer W.

Rumsey, Chair and Chief Executive Officer, and Mark Smith, Vice President and Chief Financial Officer, with designated ranges for newly acquired shares and matching restricted stock units of 100 percent-200 percent and 75 percent-150 percent, respectively, of base salary.

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

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: 2024] [added: 2025] Proxy Statement, which will be filed within 120 days after the end of [removed: 2023.][added: 2024.]

The information required by Item 11 is incorporated by reference to the relevant information under the caption "Executive Compensation" in our [removed: 2024] [added: 2025] Proxy Statement, which will be filed within 120 days after the end of [removed: 2023.][added: 2024.]

Information concerning our equity compensation plans at December 31, [removed: 2023,] [added: 2024,] was as follows:

| (1) The number is comprised of [removed: 1,814,420] [added: 814,341] stock options, [removed: 487,513] [added: 472,472] performance shares and [removed: 310,340] [added: 405,117] restricted shares. See Note [removed: 19,] [added: 18,] "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: 1,814,420] [added: 814,341] 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: 2024] [added: 2025] Proxy Statement, which will be filed within 120 days after the end of [removed: 2023.][added: 2024.]

| Equity compensation plans approved by security holders | | | | | | 1,691,930 | | | | | | $ | 154.33 | | | | | 3,216,351 | | |

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

The information required by Item 13 is incorporated by reference to the relevant information under the captions "Corporate Governance" and "Other Information-Related-Party Transactions" in our [removed: 2024] [added: 2025] Proxy Statement, which will be filed within 120 days after the end of [removed: 2023.][added: 2024.]

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: 2024] [added: 2025] Proxy Statement, which will be filed within 120 days after the end of [removed: 2023.][added: 2024.]

[removed: (a)The] [added: The] following *Consolidated Financial Statements* and schedules filed as part of this report can be found in Item 8 "Financial Statements and Supplementary Data":

- Consolidated Statements of Net Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

- Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

[removed: (b)Financial] [added: Financial] Statement [removed: Schedules][added: Schedules]

[removed: (c)The] [added: a.The] exhibits listed in the following Exhibit Index are filed as part of this Annual Report on Form 10-K.

| [removed: [2](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] [added: [2](https://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] | | | [removed: [(a)](http://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] [added: [(a)](https://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)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465922026575/tm227550d1_ex2-1.htm)] | | |

| [removed: [3](http://www.sec.gov/Archives/edgar/data/26172/000089706918000338/cg1103ex32.htm)] [added: [3](https://www.sec.gov/Archives/edgar/data/26172/000089706918000338/cg1103ex32.htm)] | | | [removed: [(a)](http://www.sec.gov/Archives/edgar/data/26172/000089706918000338/cg1103ex32.htm)] [added: [(a)](https://www.sec.gov/Archives/edgar/data/26172/000089706918000338/cg1103ex32.htm)] | | | | | | [Restated Articles of Incorporation, as amended and restated, effective as of May 8, 2018 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2018 (File No. [removed: 001-04949))](http://www.sec.gov/Archives/edgar/data/26172/000089706918000338/cg1103ex32.htm).] [added: 001-04949))](https://www.sec.gov/Archives/edgar/data/26172/000089706918000338/cg1103ex32.htm).] | | |

| [removed: [3](http://www.sec.gov/Archives/edgar/data/26172/000089706919000135/cmw61b.htm)] [added: [3](https://www.sec.gov/Archives/edgar/data/26172/000089706919000135/cmw61b.htm)] | | | [removed: [(b)](http://www.sec.gov/Archives/edgar/data/26172/000089706919000135/cmw61b.htm)] [added: [(b)](https://www.sec.gov/Archives/edgar/data/26172/000089706919000135/cmw61b.htm)] | | | | | | [By-Laws, as amended and restated, effective as of February 12, 2019 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on February 13, 2019 (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000089706919000135/cmw61b.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000089706919000135/cmw61b.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000104746913009094/a2216667zex-4_3.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000104746913009094/a2216667zex-4_3.htm)] | | | [removed: [(a)](http://www.sec.gov/Archives/edgar/data/26172/000104746913009094/a2216667zex-4_3.htm)] [added: [(a)](https://www.sec.gov/Archives/edgar/data/26172/000104746913009094/a2216667zex-4_3.htm)] | | | | | | [Indenture, dated as of September 16, 2013, by and between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 16, 2013 (Registration Statement No. [removed: 333-191189)).](http://www.sec.gov/Archives/edgar/data/26172/000104746913009094/a2216667zex-4_3.htm)] [added: 333-191189)).](https://www.sec.gov/Archives/edgar/data/26172/000104746913009094/a2216667zex-4_3.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] | | | [removed: [(](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)] [added: [(b)](https://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] | | | | | | [Second Supplemental Indenture, dated as of September 24, 2013, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 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_4ex4d2.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465913071810/a13-20812_4ex4d2.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] | | | [removed: [(](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)] [added: [(c)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] | | | | | | [Third Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 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)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-2.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | | [removed: [(](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)] [added: [(d)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | | | | | [Fourth Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 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_ex4-3.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-3.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | | [removed: [(](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)] [added: [(e)](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | | | | | [Fifth Supplemental Indenture, dated as of August 24, 2020, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 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_ex4-4.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000110465920097834/tm2029235d1_ex4-4.htm)] | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] [added: [4](https://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] | | | [removed: [(](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)] [added: [(f)](https://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. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617220000009/cmi2019ex4d.htm)] | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_b.htm)] [added: [10](https://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_b.htm)] [added: [(a)#](https://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_b.htm)] | | | | | | [Target Bonus Plan (incorporated by reference to Exhibit 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_b.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000104746910001435/a2196405zex-10_b.htm)] | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10c.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] | | | [removed: [(b)#](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10c.htm)] [added: [(c)#](https://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] | | | | | | [removed: [Amendment to the Cummins Inc.] [added: [Supplemental Life Insurance and] Deferred [removed: Compensation Plan] [added: Income Plan, as amended and restated effective as of December 10, 2018] (incorporated by reference to Exhibit [removed: 10(c)] [added: 10(d)] to Cummins Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10c.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)] | | | [removed: [(c)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)] [added: [(b)#](https://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. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10a.htm)] | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm)] | | | [removed: [(d)#](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] [added: [(s)#](https://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm)] | | | | | | [removed: [Supplemental] [added: [Amendment No. 1 to Supplemental] Life Insurance and Deferred Income Plan, [removed: as amended and restated] effective as of [removed: December 10, 2018] [added: July 14, 2020] (incorporated by reference to Exhibit [removed: 10(d)] [added: 10.1] to Cummins [removed: Inc.'s Annual] [added: Inc.’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2018] [added: September 27, 2020] (File No. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617219000009/cmi201810-kex10d.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617220000054/cmi2020q3ex101.htm)] | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] | | | [removed: [(e)#](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: [(d)#](https://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. [removed: 001-04949)).](http://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] [added: 001-04949)).](https://www.sec.gov/Archives/edgar/data/26172/000002617221000027/cmi2021q110-qex10b.htm)] | | |

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

| [removed: [10](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB)] [added: [10](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB)] | | | [removed: [(g)#](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB)] [added: [(f)#](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB)] | | | | | | [removed: [Cummins Inc. Employee] [added: [Employee] Stock Purchase Plan, as amended (incorporated by reference [removed: to](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB) [Annex] [added: to Annex] B to [removed: th](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB)[e] [added: the] Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, [removed: 2023](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB) [(File] [added: 2023 (File] No. [removed: 001-04949)).](http://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB)] [added: 001-04949)).](https://www.sec.gov/ix?doc=/Archives/edgar/data/26172/000110465923037109/tm231795d2_def14a.htm#tANNB)] | | |