What changed in this filing

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Item 1. Business

2024-02-12 compared with 2023-02-14 · 199 added, 210 removed, 275 unchanged (60% of the section changed)

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In 2001, we changed our name to Cummins Inc.

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

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

We sell our products to original equipment manufacturers (OEMs), distributors, dealers and other customers worldwide.

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

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

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.

See NOTE 24, "ACQUISITIONS," to the Consolidated Financial Statements for additional information.

Supply Chain Disruptions

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

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

Our customers are also experiencing supply chain issues.

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

OPERATING SEGMENTS

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

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

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

Our Components segment now consists of the following businesses:

axles and brakes, emission solutions, engine components, Atmus, automated transmissions and software and electronics.

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

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

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

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

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

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

We have five complementary operating segments:

Engine, Components, Distribution, Power Systems and New Power.

Components, Engine, Distribution, Power Systems and Accelera.

These segments share technology, customers, strategic partners, brand recognition and our distribution network in order to compete more efficiently and effectively in their respective markets.

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Our products primarily compete on the basis of performance, price, total cost of ownership, fuel economy, emissions compliance, speed of delivery, quality and customer support.

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

We use segment EBITDA as the basis for the Chief Operating Decision Maker to evaluate the performance of each of our reportable operating segments.

We believe EBITDA is a useful measure of our operating performance as it assists investors and debt holders in comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors.

See NOTE 25, "OPERATING SEGMENTS," to the Consolidated Financial Statements for additional information and a reconciliation of our segment information to the corresponding amounts in our Consolidated Statements of Net Income .

Engine Segment

Engine segment sales and EBITDA as a percentage of consolidated results were:

Years ended December 31,

2022 2021 2020

Percent of consolidated net sales (1)

31 % 33 % 32 %

Percent of consolidated EBITDA (1)

38 % 39 % 41 %

(1) Measured before intersegment eliminations

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

We manufacture a wide variety of engine products including:

• Engines with a displacement range of 2.8 to 15 liters and horsepower ranging from 48 to 715 and

• New parts and service, as well as remanufactured parts and engines, primarily through our extensive distribution network.

The Engine segment is organized by engine displacement size and serves these end-user markets:

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

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

Applications include pick-up, delivery, emergency vehicles, regional haul and vocational trucks and school, transit and shuttle buses.

We also provide diesel engines for Class A motor homes (RVs), primarily in North America.

• Light-duty automotive (Pick-up and Light Commercial Vehicle (LCV)) - We manufacture 105 to 400 horsepower diesel engines, including engines for the pick-up truck market for Stellantis N.V.

(Stellantis) in North America and LCV markets in Latin America and China.

• Off-highway - 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 PACCAR Inc.

(PACCAR), Traton Group (Traton, formerly Navistar International Corporation) and Daimler Trucks North America (Daimler).

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

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

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

We sell our industrial engines to manufacturers of construction and agricultural equipment including Hyundai Heavy Industries, Xuzhou Construction Machinery Group, Komatsu, John Deere, JLG Industries, Inc.

and Guangxi LiuGong Machinery Co., Ltd.

In the Engine segment, our competitors vary from country to country, with local manufacturers generally predominant in each geography.

Other independent engine manufacturers include Weichai Power Co.

and Deutz AG.

Truck OEMs may also elect to produce their own engines, and we must provide competitive products to win and keep their business.

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

Components Segment

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(1) Measured before intersegment eliminations

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

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

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

The Components segment is organized around the following businesses:

The Components segment 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, filtration products, automated transmissions and electronics.

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

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

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

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

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

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

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We serve both OEM first fit and retrofit customers.

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

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

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

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

Our filtration business offers over 8,800 products 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.

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

• 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.

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Fleetguard products are available through thousands of distribution points worldwide.

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

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

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

• Electronics and fuel systems - We design, develop and supply electronic control modules, sensors and supporting software for on-highway, off-highway and power generation applications.

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

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

• Automated transmissions - We develop and supply automated transmissions for the heavy-duty commercial vehicle market.

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and serves markets in North America and China.

Customers of the Components segment generally include the Engine, Distribution and Power Systems segments, joint ventures including Tata Cummins Ltd.

and Beijing Foton Cummins Engine Co., Ltd., truck manufacturers and other OEMs, many of which are also customers of the Engine segment, such as PACCAR, Traton, Daimler, Beiqi Foton Motor Company, Volvo, Stellantis, Komatsu and other manufacturers that use our components in their product platforms.

• Software and electronics - We develop, supply and remanufacture control units, specialty sensors, power electronics, actuators and software for on-highway, off-highway and power generation applications.

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

Customers of the Components segment generally include the Engine, Distribution, Power Systems and Accelera segments, joint ventures including Tata Cummins Ltd.

and Beijing Foton Cummins Engine Co., Ltd., truck manufacturers and other OEMs, many of which are also customers of the Engine segment, such as PACCAR Inc.

(PACCAR), Traton Group (Traton), Daimler Trucks North America (Daimler), Beiqi Foton Motor Company, Volvo, Stellantis N.V.

(Stellantis), Komatsu Ltd.

(Komatsu) and other manufacturers that use our components in their product platforms.

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

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KG, Denso Corporation, Allison Transmission, Aisin Seiki Co., Ltd., ZF Friedrichshafen AG and Dana Incorporated.

Engine Segment

Engine segment sales and EBITDA as a percentage of consolidated results were:

Years ended December 31,

2023 2022 2021

Percent of consolidated net sales (1)

28 % 31 % 33 %

Percent of consolidated EBITDA (1)

32 % 38 % 39 %

(1) Measured before intersegment eliminations

The Engine segment manufactures and markets a broad range of diesel and natural gas-powered engines under the Cummins brand name, as well as certain customer brand names, for the heavy-duty truck, medium-duty truck and bus, light-duty automotive and off-highway markets.

We manufacture a wide variety of engine products including:

• Engines with a displacement range of 2.8 to 15 liters and horsepower ranging from 48 to 715 and

• New parts and service, as well as remanufactured parts and engines, primarily through our extensive distribution network.

The Engine segment is organized by engine displacement size and serves these end-user markets:

Applications include pick-up, delivery, emergency vehicles, regional haul and vocational trucks and school, transit and shuttle buses.

We also provide diesel engines for Class A motor homes (RVs), primarily in North America.

• Light-duty automotive (pick-up and light commercial vehicle (LCV)) - We manufacture 105 to 400 horsepower diesel engines, including engines for the pick-up truck market for Stellantis in North America and LCV markets in Latin America and China.

The principal customers of our heavy-duty truck engines include truck manufacturers such as PACCAR, Traton and Daimler.

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

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

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

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

and Sany Group.

In the Engine segment, our competitors vary from country to country, with local manufacturers generally predominant in each geography.

Other independent engine manufacturers include Weichai Power Co.

and Deutz AG.

Truck OEMs may also elect to produce their own engines, and we must provide competitive products to win and keep their business.

Distribution Segment

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The segment serves our customers and certified dealers through a worldwide network of wholly-owned, joint venture and independent distribution locations.

Wholly-owned locations operate and serve markets in the eight geographic regions noted below.

Wholly-owned locations operate and serve markets in the seven geographic regions noted below.

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

Distribution’s mission encompasses the sales 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.

We also provide selected sales and aftermarket support for the New Power business.

We also provide selected sales and aftermarket support for the Accelera business.

Our familiarity with a wide range of market applications allows us to tailor sales, service and support to meet customer-specific needs.

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

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

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

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

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

The Distribution segment is organized and managed as seven geographic regions, including North America, Asia Pacific, Europe, China, Africa and Middle East, India and Latin America.

Across these regions, our locations compete with distributors or dealers that offer similar products.

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

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

These competitors vary by geographical location and application market.

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• Generator technologies - We design, manufacture, sell and support A/C generator/alternator products for internal consumption and for external generator set assemblers.

Our products are sold under the Stamford, Newage and AVK brands and range in output from 7.5 kilovolt-amperes (kVA) to 11,200 kVA.

Our products are sold under the Stamford and AVK brands and range in output from 7.5 kilovolt-amperes (kVA) to 11,200 kVA.

Our customer base for Power Systems offerings is highly diversified, with customer groups varying based on their power needs.

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In the markets served by the Power Systems segment, we compete with a variety of independent engine manufacturers and generator set assemblers as well as OEMs who manufacture engines for their own products around the world.

Our primary competitors are CAT, MTU (Rolls Royce Power Systems Group) and Kohler/SDMO (Kohler Group), but we also compete with INNIO, Generac, Mitsubishi Heavy Industries (MHI) and numerous regional generator set assemblers.

Our alternator business competes globally with Leroy Somer (NIDEC), Marathon Electric and Meccalte, among others.

New Power Segment

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

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

We anticipate our customer base for New Power offerings will be highly diversified, representing multiple end markets with a broad range of application requirements.

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

Our primary competitors are Caterpillar, Inc., MTU (Rolls Royce Power Systems Group) and Kohler/SDMO (Kohler Group), but we also compete with INNIO, Generac, Mitsubishi Heavy Industries and numerous regional generator set assemblers.

Our alternator business competes globally with Leroy Somer, Marathon Electric and Meccalte, among others.

Accelera Segment

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

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

We anticipate our customer base for Accelera offerings will be highly diversified, representing multiple end markets with a broad range of application requirements.

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

We will continue to pursue relationships in markets as they adopt hydrogen and electric solutions.

In the markets served by the New Power segment, we compete with emerging fuel cell and battery companies, powertrain component manufacturers, vertically integrated OEMs and entities providing hydrogen production solutions.

Our primary competitors include Proterra Inc, Daimler, PACCAR, Volvo, Traton, BYD Company Limited, Dana Incorporated, BorgWarner Inc., Ballard Power Systems, Inc., Nel ASA and Plug Power Inc.

In the markets served by the Accelera segment, we compete with emerging fuel cell and battery companies, powertrain component manufacturers, vertically integrated OEMs and entities providing hydrogen production solutions.

Our primary competitors include Daimler, PACCAR, Volvo, Traton, BYD Company Limited, Dana Incorporated, BorgWarner Inc., Ballard Power Systems, Inc., Nel ASA, ITM Power, Siemens Energy, Thyssenkrupp and Plug Power Inc.

JOINT VENTURES, ALLIANCES AND NON-WHOLLY-OWNED SUBSIDIARIES

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$ 339 100 % $ 224 100 % $ 424 100 %

(1) Includes $18 million in favorable adjustments related to tax changes within India's 2020-2021 Union Budget of India (India Tax Law Change) passed in March 2020.

See NOTE 5, "INCOME TAXES," to our Consolidated Financial Statements for additional information on India Tax Law Change.

(2) Includes a $28 million impairment of our joint venture with KAMAZ and $3 million of royalty charges as part of our costs associated with the suspension of our Russian operations.

(1) Includes a $28 million impairment of our joint venture with KAMAZ and $3 million of royalty charges as part of our costs associated with the indefinite suspension of our Russian operations.

In addition, on February 7, 2022, we purchased Westport Fuel System Inc.'s stake in Cummins Westport, Inc.

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See NOTE 24, "ACQUISITIONS," and NOTE 22, "RUSSIAN OPERATIONS," to our Consolidated Financial Statements for additional information.

(3) Includes $19 million in favorable adjustments related to India Tax Law Change, impairment charges of $13 million and loss on sale of business of $8 million for a joint venture in the Power Systems segment.

See NOTE 5, "INCOME TAXES," to our Consolidated Financial Statements for additional information on India Tax Law Change.

(2) This total represents our share of net income of our equity investees and is exclusive of royalties and interest income from our equity investees.

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Our engine manufacturing joint ventures are supplied by our Components segment in the same manner as it supplies our wholly-owned Engine segment and Power Systems segment manufacturing facilities.

Our Components segment joint ventures and wholly-owned entities provide electronics, fuel systems, filtration, aftertreatment systems, turbocharger products, axles, drivelines, braking systems and automated transmissions that are used with our engines as well as some competitors' products.

The results and investments in our joint ventures in which we have 50 percent or less ownership interest (except for Eaton Cummins Automated Transmission Technologies joint venture, which is consolidated due to our majority voting interest) discussed below are included in equity, royalty and interest income from investees and investments and advances related to equity method investees in our Consolidated Statements of Net Income and Consolidated Balance Sheets , respectively.

Our Components segment joint ventures and wholly-owned entities provide axles, drivelines, brakes and suspension systems for commercial diesel and natural gas applications, aftertreatment systems, turbochargers, fuel systems, filtration products, automated transmissions and electronics that are used with our engines as well as some competitors' products.

The results and investments in our joint ventures in which we have 50 percent or less ownership interest (except for ECJV, which is consolidated due to our majority voting interest) discussed below are included in equity, royalty and interest income from investees and investments and advances related to equity method investees in our Consolidated Statements of Net Income and Consolidated Balance Sheets , respectively.

• Dongfeng Cummins Engine Company, Ltd.

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Certain types of small construction equipment and industrial applications are also served by these engine families.

The heavy-duty business produces the X11, X12, X13 and X15, ranging from 10.5 liter to 14.5 liter, high performance heavy-duty diesel engines and natural gas engines in Beijing.

The heavy-duty business produces 8.5 liter to 14.5 liter high performance heavy-duty diesel and natural gas engines in Beijing.

Certain types of construction equipment and industrial applications are also served by these engine families.

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

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

This joint venture manufactures Cummins' 3.8 to 8.9 liter diesel and natural gas engines in India with a power range from 75 to 400 horsepower for use in trucks and buses manufactured by Tata Motors, as well as for various on-highway, industrial and power generation applications for Cummins.

In September 2023, our Accelera business signed an agreement to form a joint venture with Daimler Trucks and Buses US Holding LLC (Daimler Truck), PACCAR Inc.

(PACCAR) and EVE Energy to accelerate and localize battery cell production and the battery supply chain in the U.S., including building a 21-gigawatt hour battery production facility in Marshall County, Mississippi.

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

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

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

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

Distribution Entity

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Non-Wholly-Owned Subsidiaries

We have a majority voting interest in ECJV by virtue of a tie-breaking vote on the joint venture’s board of directors.

• 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.

• Eaton Cummins Automated Transmission Technologies - We have a majority voting interest in ECJV by virtue of a tie-breaking vote on the joint venture’s board of directors.

ECJV develops and supplies automated transmissions for the heavy-duty commercial vehicle markets in North America and China.

We have a controlling interest in Cummins India Ltd.

• Cummins India Ltd.

(CIL) - We have a controlling interest in Cummins India Ltd.

(CIL), which is a publicly listed company on various stock exchanges in India.

CIL produces medium-duty, heavy-duty and high-horsepower diesel engines, generators for the Indian and export markets and natural gas spark-ignited engines for power generation, automotive and industrial applications.

CIL produces medium-duty, heavy-duty and high-horsepower diesel engines and generators for the Indian and export markets and natural gas spark-ignited engines for power generation, automotive and industrial applications.

CIL also has distribution and power generation operations.

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

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

The performance of the end-to-end supply chain, extending through to our suppliers, is foundational to our ability to meet customers' expectations and support long-term growth.

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Our category strategy process supports the review of our long-term needs and guides decisions on what we make internally and what we purchase externally.

For the items we decide to purchase externally, the strategies also identify the suppliers we should enter into long-term supply agreements to provide the best technology, the lowest total cost and highest supply chain performance.

We design and/or manufacture our strategic components used in or with our engines and power generation units and New Power products.

Key suppliers are managed through long-term supply agreements that seek to secure capacity, delivery, quality and cost requirements are met over an extended period.

For externally purchased items, the strategies also identify the suppliers we should consider for long-term supply agreements to provide the best technology, the lowest total cost and highest supply chain performance.

We design and/or manufacture our strategic components used in or with our engines, power generation units and Accelera products.

Key suppliers are managed through long-term supply agreements that seek to secure capacity, delivery and quality and to assure cost requirements are met over an extended period.

Other important elements of our sourcing strategy include the following:

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• assuring our suppliers comply with our prohibited and restricted materials policy.

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

We continue to monitor the supply chain disruptions utilizing early detection technology complemented by structured supplier risk and resiliency assessments.

We made significant progress in restoring and maintaining continuity of our supply chains in 2023;

however, disruption risk in certain categories of our supply chains still exist and could negatively impact our ability to meet customer demand.

We continue to monitor the supply chain disruptions utilizing early detection methods complemented by structured supplier risk and resiliency assessments.

We increased frequency of formal and informal supplier engagement to address potentially impactful supply base constraints and enhanced collaboration to develop specific countermeasures to mitigate risks.

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

PATENTS AND TRADEMARKS

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Although these patents and trademarks are generally considered beneficial to our operations, we do not believe any patent, group of patents or trademark (other than our leading brand house trademarks) is significant to our business.

While individual product lines may experience modest seasonal variation in production, there is no material effect on the demand for the majority of our products on a quarterly basis with the exception that our Power Systems segment normally experiences seasonal declines in the first quarter due to general declines in construction spending during this period.

While individual product lines may experience modest seasonal variation in production, there is no material effect on the demand for the majority of our products on a quarterly basis.

LARGEST CUSTOMERS

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In addition to our agreement with PACCAR, we have long-term heavy-duty and medium-duty engine and aftertreatment system supply agreements with Traton and Daimler.

We also have an agreement with Stellantis to supply engines for its Ram trucks.

We also have an agreement with Stellantis to supply engines for its pick-up truck applications.

Collectively, our net sales to these four customers, including PACCAR, were 37 percent of our consolidated net sales in 2023, 36 percent in 2022 and 33 percent in 2021.

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Agreements with most OEMs contain bilateral termination provisions giving either party the right to terminate in the event of a material breach, change of control or insolvency or bankruptcy of the other party.

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

We have supply agreements with some truck and off-highway equipment OEMs, however most of our business is transacted through open purchase orders.

These open orders are historically subject to month-to-month releases and are subject to cancellation on reasonable notice without cancellation charges and therefore are not considered firm.

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

We made significant progress in restoring and maintaining continuity of our supply chains in 2023;

however, disruption risk in certain categories of our supply chains still exist and could negatively impact our ability to meet customer demand.

We have supply agreements with some truck and off-highway equipment OEMs and firm orders from data center and electrolyzer customers, however a large portion of our business is transacted through open purchase orders.

Many of these open orders are historically subject to month-to-month releases and are subject to cancellation on reasonable notice without cancellation charges and therefore are not considered firm.

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

RESEARCH AND DEVELOPMENT

In 2023, we continued to invest in future critical technologies and products.

We will continue to make investments to develop new products and improve our current technologies to meet future emission standards around the world, improvements in fuel economy performance of diesel and natural gas powered engines and related components as well as development activities around battery electric, fuel cell electric and hydrogen engine solutions.

We will continue to make investments to develop new products and improve our current technologies to meet future emission standards around the world, improvements in fuel economy performance of diesel and natural gas-powered engines and related components, as well as development activities around hydrogen engine solutions, battery electric, fuel cell electric and hydrogen production technologies.

Our research and development programs are focused on product improvements, product extensions, innovations and cost reductions for our customers.

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When not associated with a sales contract, we generally account for these reimbursements as an offset to the related research and development expenditure.

Research and development expenses, net of contract reimbursements, were $1.2 billion in 2022, $1.1 billion in 2021 and $903 million in 2020.

Research and development expenses, net of contract reimbursements, were $1.4 billion in 2023, $1.2 billion in 2022 and $1.1 billion in 2021.

Contract reimbursements were $81 million, $110 million and $104 million in 2023, 2022 and 2021, respectively.

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Additional commitments followed including Cummins Water Works, our program for strengthening communities through sustainable water and addressing the global water crisis, and Destination Zero, our long-term product decarbonization strategy.

The PLANET 2050 strategy includes nine specific goals to achieve by 2030, including science-based carbon dioxide reduction targets for newly sold products and facilities, as well as aspirational targets for 2050.

We started reporting progress in 2022.

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

The PLANET 2050 strategy includes nine specific goals to achieve by 2030, including science-based greenhouse gas (GHG) reduction targets for newly sold products and facilities, as well as aspirational targets for 2050.

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

Key actions in 2023 included increasing planned capital spending to meet the 2030 facility reduction goals for GHG emissions, water and waste;

improving GHG measurement and modeling for product emissions;

and identifying technology portfolio opportunities toward progress of product GHG reduction.

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

The nine PLANET 2050 goals for 2030 are as follows:

• Reduce absolute greenhouse gas (GHG) emissions from facilities and operations by 50 percent.

• Reduce absolute GHG emissions from facilities and operations by 50 percent.

• Reduce scope three absolute lifetime GHG emissions from newly sold products by 25 percent.

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We will continue to work in partnership with others to advocate for tough, clear and enforceable regulations around the globe to address air and GHG emissions.

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

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

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

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

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

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

ENVIRONMENTAL COMPLIANCE

Agreement in Principle

In December 2023, we announced that we reached an agreement in principle with the U.S.

Environmental Protection Agency (EPA), the California Air Resources Board (CARB), the Environmental and Natural Resources Division of the U.S.

Department of Justice (DOJ) and the California Attorney General’s Office (CA AG) to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S.

(collectively, the Agreement in Principle).

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

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

We recorded a charge of $2.036 billion in the fourth quarter of 2023 to resolve the matters addressed by the Agreement in Principle involving approximately one million of our pick-up truck applications in the U.S.

This charge was in addition to the previously announced charges of $59 million for the recalls of model years 2013 through 2018 RAM 2500 and 3500 trucks and model years 2016 through 2019 Titan trucks.

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

We have also been in communication with other non-U.S.

regulators regarding matters related to the emission systems in our engines and may also become subject to additional regulatory review in connection with these matters.

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

litigation in connection with these matters.

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.

Product Certification and Compliance

Our engines are subject to extensive statutory and regulatory requirements that directly or indirectly impose standards governing emissions and noise.

Over the past several years we have increased our global environmental compliance presence and expertise to

understand and meet emerging product environmental regulations around the world.

Our products are subject to extensive statutory and regulatory requirements worldwide that directly or indirectly impose standards governing emissions and noise.

Over the past several years, we have increased our global environmental compliance presence and expertise to understand and meet emerging product environmental regulations around the world.

Our ability to comply with these and future emission standards is an essential element in maintaining our leadership position in regulated markets.

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We remain committed to ensuring our products meet all current and future emission standards and delivering value to our customers.

Announced in late 2019 and launched in early 2020, the Product Compliance and Regulatory Affairs team leads both engine emissions certification and compliance and regulatory affairs initiatives and reports to the SET Committee of the Board at least annually.

This organization is led by the Vice President - Product Compliance and Regulatory Affairs.

Announced in late 2019 and launched in early 2020, the Product Compliance and Regulatory Affairs team leads both engine emissions certification and compliance and regulatory affairs initiatives and provides updates to the SET Committee of the Board at least annually.

This organization is led by the Vice President - Product Compliance and Regulatory Affairs and reports directly to the Chief Administrative Officer and the CEO for product emissions matters.

The focus of this organization is to strengthen our ability to design great products that help our customers win while complying with increasingly challenging global emission regulations.

The organization also works to enhance our collaboration with the agencies setting the direction and regulations of emissions as we strive to meet every expectation today while planning for future changes.

Following conversations with the U.S.

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

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

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

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

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

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

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

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

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

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

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

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

Engine Certifications

Our engines are certified globally through various categories within on-highway and off-highway applications.

Regulations in these categories typically control nitrogen oxides (NOx), particulate matter (PM) and GHG.

The current on-highway NOx and PM emission standards came into effect in India on April 1, 2020, (Bharat Stage VI), China on July 1, 2019, (National Standard NS VI), the European Union (EU) on January 1, 2013, (Euro VI) and on January 1, 2010, for the EPA.

To meet these regulations, mid-range and heavy-duty engines for India, China, EU and EPA require NOx aftertreatment.

NOx reduction is achieved by an integrated technology solution comprised of the XPI High Pressure Common Rail fuel system, SCR technology (in some cases), next-generation cooled EGR, advanced electronic controls, proven air handling and the Cummins Diesel Particulate Filter (DPF).

The Ministry of Road Transport and Highways, Ministry of Ecology and Environment, EU, EPA and CARB certified that our engines meet the current emission requirements.

Emission standards in international markets, including Japan, Mexico, Australia and Brazil are becoming more stringent.

We believe that our experience in meeting the EU and EPA emission standards leaves us well positioned to take advantage of opportunities in these markets as the need for emission control capability grows.

In 2013, we certified to EPA's first ever GHG regulations for on-highway medium and heavy-duty engines.

Additionally, the EPA's 2013 regulations added the requirement of on-board diagnostics, which were introduced on the ISX 15 in 2010, across the full on-highway product line while maintaining the same near-zero emission levels of NOx and PM required in 2010.

On-board diagnostics provide enhanced service capability with standardized diagnostic trouble codes, service tool interface, in-cab warning lamp and service information availability.

The new GHG and fuel-efficiency regulations were required for all heavy-duty diesel and natural gas engines beginning in January 2014.

Our GHG certification was the first engine certificate issued by the EPA and uses the same proven base engine with the XPI fuel system, variable geometry turbocharger (VGT TM ) and Cummins aftertreatment system with DPF and SCR technology.

Application of these engines and aftertreatment technologies continues in our products that comply with the 2021 GHG regulations.

Our off-highway engines designed for Tier 4 / Stage V standards were based on our extensive on-highway experience developing SCR, high pressure fuel systems, DPF and VGT TM .

Our products offer low fuel consumption, high torque rise and power output, extended maintenance intervals, reliable and durable operation and a long life to overhaul period, all while meeting the most stringent

emission standards in the industrial market.

Our off-highway products power multiple applications including construction, mining, marine, agriculture, rail, defense and oil and gas and serve a global customer base.

The current EPA Tier 4 off-highway emission standards came into effect between 2013-2015 for all engine power categories.

The current EU Stage V off-highway emission standards became effective in 2019 for certain engine power categories and were completely effective January 2021 for all remaining categories.

Other Environmental Statutes and Regulations

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We believe we are in compliance in all material respects with laws and regulations applicable to our plants and operations.

In the U.S., pursuant to notices received from federal and state agencies and/or defendant parties in site environmental contribution actions, we were identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended or similar state laws, at fewer than 20 waste disposal sites.

Based upon our experiences at similar sites we believe that our aggregate future remediation costs will not be material.

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HUMAN CAPITAL RESOURCES

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

Approximately 23,400 of our employees worldwide are represented by various unions under collective bargaining agreements that expire between 2023 and 2027.

Throughout our more than 100-year history, we always recognized that people drive the strength of our business and our ability to effectively serve our clients and sustain our competitive position.

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

Approximately 21,900 of our employees worldwide were represented by various unions under collective bargaining agreements that expire between 2024 and 2028.

Throughout our more than 100-year history, we always recognized that people drive the strength of our business and our ability to effectively serve our customers and sustain our competitive position.

We are focused on harmonizing our approach to talent to provide seamless opportunities and better experiences to our employees around the world.

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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 and job type.

Leadership and Talent Management

Managing our human capital resources is a key focus of the company.

In 2020, the Board recast our Compensation Committee as the Talent Management and Compensation Committee to reflect the Board’s commitment to overseeing and providing guidance to our leadership team in this important work.

developing self-aware and effective leaders and extending our talent development programs to our workforce at every level.

Leadership and Talent Development

Developing our human capital resources is a key focus of the company.

The Board continues its commitment to overseeing and providing guidance to our leadership team since recasting our former Compensation Committee in 2020 to currently the Talent Management Compensation Committee.

We strive to create a leadership culture that begins with authentic leaders who create an outstanding place to work by encouraging all employees to achieve their full potential.

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We have designed leadership and talent development programs for employees ranging from the manufacturing floor and technicians through middle management and executives.

When an individual joins Cummins, we are committed to providing both that employee and their manager with the tools and resources to manage their career and navigate in a large global organization.

Through our Talent Management strategy our goal is to provide all employees access to the development and career opportunities that a global company enables.

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

resources to have meaningful conversations, envision and plan their career, thrive in their work and navigate in a large global organization.

Through our talent strategy, our goal is to provide all employees equitable access to the development and career opportunities that a global company enables.

Competitive Pay and Benefits

To attract and retain the best employees, we focus on providing competitive pay and benefits.

To attract and retain the best employees, we focus on providing progressive, competitive pay and benefits.

Our programs target the market for competitiveness and sustainability while ensuring that we honor our core values.

We provide benefit programs with the goal of improving the physical, mental and financial wellness of our employees throughout their lifetime.

We provide benefit programs with the goal of improving the physical, emotional, social and financial wellness of our employees throughout their lifetime.

Some examples include base and variable pay, medical, paid time off, retirement saving plans and employee stock purchase plans.

When designing our base pay compensation ranges, we do market analyses to be sure ranges are current and our employees are advancing their earning potential.

We also do annual compensation studies to assess market movement, pay equity and living wages.

When designing our base pay ranges, we conduct market analyses to ensure our ranges are competitive and our employees are advancing their earning potential.

We also perform annual compensation studies to assess market movement, pay equity and living wages.

We review wages globally as we continuously work to ensure we are fair, equitable, competitive and can attract and retain the best talent.

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

We also provide diverse benefit programs that are aligned with our values and focused on supporting employees and their families based on their unique needs, some of which are:

tiered health care costs so that more junior employees pay less for their premiums;

We also provide diverse benefit programs that are aligned with our values and focused on supporting employees and their families based on their unique needs, some of which include the following:

healthcare plans that offer lower out-of-pocket costs and higher employer-paid Health Savings Account contributions to lower wage earners;

paid parental leave for primary and secondary caregivers;

advanced medical services from clinicians to support complex health care needs and employee assistance programs with diverse providers that can meet a range of employee needs from race related trauma to financial planning to transgender transition support.

travel benefits and advanced medical services to support complex health care needs;

global employee assistance programs with diverse providers;

and a global mental health program, all designed to meet employee needs from race-related trauma to financial planning to transgender transition support and more.

Employee Safety and Wellness

Cummins is committed to being world-class in health and safety.

We strive to ensure a workplace with zero incidents.

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

We are committed to removing conditions that cause personal injury or occupational illness and we make decisions and promote behaviors that protect others from risk of injury.

We publicly disclose metrics on our rate of recordable injuries, our rate of lost workdays due to injury and the rate of injuries involving contractors.

We publicly disclose metrics on our rate of recordable injuries, our rate of lost workdays due to injury, rate of ergonomic injuries and rate of potentially serious injuries and fatalities.

Since 2020, we have taken many steps in the employee safety and wellness area including the following:

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

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

• Launched a global mental health awareness campaign to destigmatize conditions such as depression and encourage employees to seek support offered by us.

• Launched an aggressive global effort to acquire vaccines and provide them on-site or near-site to our employees, their families and other stakeholders.

By partnering with governments and health care providers, we facilitated the delivery of over 45,000 doses of approved vaccines to employees at or near the workplace.

This includes over 5,000 shots in the U.S., over 30,000 shots in India and over 10,000 shots in Mexico.

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

• Provided high-quality clinical services at onsite and near-site medical clinics at 36 key locations across the globe to support employee health and well-being.

• Launched a global mental health campaign to destigmatize and normalize discussions about mental health, promote mental well-being, encourage employees and their families to seek help when needed and promote company-provided resources.

Diversity, Equity and Inclusion

Diversity, equity and inclusion at all levels of the company are critical to our ability to innovate, to win in the marketplace and to create sustainable success.

Having diverse, accessible, equitable and inclusive workplaces allows us to attract and retain the best employees to deliver results for our shareholders.

This is exemplified by the composition of the Board of which 5 of 13 directors are female and 3 of 13 directors are ethnically diverse.

In addition, 47 percent of our leadership team is female including our Chief Executive Officer (CEO).

We disclose publicly the percentage of women in supervisory roles and the overall workforce.

We also launched several initiatives to increase representation of minorities in the workplace.

We created a Global Inclusion Leadership Council to oversee more than 100 employee resource groups around the world to provide opportunities to employees from all backgrounds for leadership training, cross cultural learning and professional development.

We developed and piloted a diversity, equity and inclusion learning curriculum with a focus on awareness of privilege and unconscious bias.

In 2020, we launched Cummins Advocating for Racial Equity (CARE), which seeks to drive a sustainable impact in dismantling institutional racism and creating systemic equity.

CARE now has hundreds of employees engaged and has deployed over $30 million in funding to fight racial injustice in the U.S.

At Cummins, we leverage the strength of our diverse, global workforce to drive innovation and deliver superior solutions for our customers and communities.

We do this through our commitment to fostering an accountable culture that champions our vision of a workforce mirroring the diversity of the communities we serve.

This commitment starts at the top with our Board and permeates throughout our organization as everyone plays a role in nurturing inclusive environments where all employees can reach their full potential and thrive.

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.

Moreover, within our five business segments, four are led by women.

Our CEO’s strong focus on cultivating an inclusive culture underscores our belief that diversity is a powerful asset in maintaining our competitive edge.

It is the responsibility of all employees to contribute to and advance our diversity, equity and inclusion (DE&I) initiatives.

They are supported by our more than 150 employee resources groups around the world that provide opportunities for cross-cultural learning and professional development, and trainings such as one launched in 2023 focused on creating inclusion and belonging on teams by building awareness around different lived experiences.

DE&I is also integral to the way we conduct ourselves as a corporate citizen.

Building upon the success of our employee-led Cummins Advocating for Racial Equity, which seeks to dismantle institutional racism and foster systemic equity, we announced an expansion of the program to select Latino communities in the U.S.

in the fall of 2023.

For more information on the topics above and our management of our human capital resources, please go to sustainability.cummins.com.

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Our internet site is www.cummins.com.

You can access our Investors and Media webpage through our internet site, by clicking on the heading "About" followed by the "Cummins Inc.

Investor Website" link.

You can access our Investors and Media webpage through our internet site, by hovering on the heading "Company" and selecting "Investor Relations" link under the "About Us" section.

We make available, free of charge, on or through our Investors and Media webpage, our proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934 or the Securities Act of 1933, as amended, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

We also have a Corporate Governance webpage.

You can access our Governance Documents webpage through our internet site, www.cummins.com, by clicking on the heading "About" followed by "Cummins Inc.

Investor Website" then "Board & ESG" and select "Governance Documents" from the drop-down menu.

You can access our Governance Documents webpage through our internet site, www.cummins.com, by hovering on the heading "Company" and selecting "Investor Relations" link under the "About Us" section.

Next, click on the heading "Board & ESG" and select "Governance Documents" from the drop-down menu.

Code of Conduct, Committee Charters and other governance documents are included at this site.

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It also applies to the employees of any entity owned or controlled by us.

We will post any amendments to the Code of Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange LLC (NYSE), on our internet site.

We will post any amendments to the Code of Conduct and any waivers that are required to be disclosed by the rules of either the SEC or the NYSE, on our internet site.

The information on our internet site is not incorporated by reference into this report.

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position currently held

Thomas Linebarger (60) Chairman of the Board of Directors and Executive Chairman (2022) Chairman of the Board of Directors and Chief Executive Officer (2012-2022)

Jennifer Rumsey (49) President and Chief Executive Officer (2022) President and Chief Operating Officer (2021-2022)

Jennifer Rumsey (50) Chair and Chief Executive Officer (2023) President and Chief Executive Officer (2022-2023)

President and Chief Operating Officer (2021-2022)

Vice President and President—Components (2019-2020)

Vice President—Chief Technical Officer (2015-2019)

Barner (65) Vice President—Chief Administrative Officer and Corporate Secretary (2021) Vice President—General Counsel and Corporate Secretary (2020-2021)

Barner (66) Vice President—Chief Administrative Officer (2021) Vice President—Chief Administrative Officer and Corporate Secretary (2021-2023)

Vice President—General Counsel and Corporate Secretary (2020-2021)

Vice President—General Counsel (2012-2020)

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Bush (49) Vice President and President—Power Systems (2022) Vice President—Cummins Sales & Service North America (2017-2022)

Davis (53) Vice President and President—New Power (2020) Vice President—Cummins Filtration (2018-2020)

General Manager—Filtration Business (2015-2018)

Embree (49) Vice President and President— Distribution Business (2019) Vice President and President— Components (2015-2019)

Bonnie Fetch (52) Vice President—Global Supply Chain and Manufacturing (2022) Vice President—DBU Supply Chain Services (2020-2022)

Davis (54) Vice President and President—Accelera and Components (2023) Vice President and President—Accelera (2020-2023)

Vice President—Cummins Filtration (2018-2020)

Bonnie Fetch (53) Vice President and President—Distribution Business (2024) Vice President—Global Supply Chain and Manufacturing (2022-2023)

Vice President—DBU Supply Chain Services (2020-2022)

Executive Director, Supply Chain—DBU (2018-2020)

Fier (58) Vice President—Chief Technical Officer (2019) Vice President—Engineering, Engine Business (2015-2019)

Jackson (53) Vice President—Treasury and Tax (2020) Vice President—Treasurer (2015-2020)

Lamb-Hale (56) Vice President—Chief Legal Officer (2022) Vice President—General Counsel (2021-2022)

Lamb-Hale (57) Vice President—Chief Legal Officer and Corporate Secretary (2023) Vice President—Chief Legal Officer (2022-2023)

Vice President—General Counsel (2021-2022)

Managing Director and Washington, DC City Leader—Kroll (2020-2021)

Managing Director—Kroll (2016-2020)

Narang (47) Vice President and President—Components (2021) Vice President and President—Cummins Emissions Solutions (2017-2021)

Srikanth Padmanabhan (58) Vice President and President—Engine Business (2016)

Peters (50) Vice President—Controller (2022) Vice President—Controller, Components (2017-2022)

Brett Merritt (47) Vice President and President—Engine Business (2024) Vice President—On-Highway Engine Business and Vice President of Strategic Customer Relations (2023)

Vice President—On-Highway Engine Business (2017-2023)

Srikanth Padmanabhan (59) Executive Vice President and President—Operations (2024) Vice President and President—Engine Business (2016-2023)

Livingston L.

Satterthwaite (62) Senior Vice President (2022) Vice Chairman (2021-2022)

Satterthwaite (63) Senior Vice President (2022) Senior Vice President & Interim President—Distribution Business (2023)

Vice Chairman (2021-2022)

President and Chief Operating Officer (2019-2021)

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Stoner (46) Vice President—China ABO (2020) General Manager—Partnerships and EBU China Joint Venture Business (2018-2020)

General Manager—Power Systems Business, China (2016-2018)

Wiltrout (43) Vice President—Corporate Strategy (2022) Executive Director—Corporate Development (2021-2022)

Strategy Director—Power Systems Business Unit (2018-2021)

Corporate Strategy Director (2016-2018)

Our CEO is elected annually by the Board and holds office until the meeting of the Board at which her election is next considered.

Other officers are appointed by the CEO, are ratified by the Board and hold office for such period as the CEO or the Board may prescribe.

Jonathan Wood (53) Vice President—Chief Technical Offer (2023) Vice President—New Power Engineering (2021-2023)

Vice President—Components Engineering (2018-2021)

Our Chair and CEO is elected annually by the Board and holds office until the meeting of the Board at which her election is next considered.

Other officers are appointed by the Chair and CEO, are ratified by the Board and hold office for such period as the Chair and CEO or the Board may prescribe.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business