Cummins Inc. and its consolidated subsidiaries are hereinafter sometimes referred to as "Cummins," "we," "our," or "us."

Certain parts of this annual report contain forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those that are based on current expectations, estimates and projections about the industries in which we operate and management’s beliefs and assumptions. Forward-looking statements are generally accompanied by words such as "anticipates," "expects," "forecasts," "intends," "plans," "believes," "seeks," "estimates," "could," "should""should," "may" or words of similar meaning. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which we refer to as "future factors," which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some future factors that could cause our results to differ materially from the results discussed in such forward-looking statements are discussed below and shareholders, potential investors and other readers are urged to consider these future factors carefully in evaluating forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Future factors that could affect the outcome of forward-looking statements include the following:

Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this annual report and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

We have five complementary operating segments: Components, Engine, Distribution, Components, Power Systems and New Power.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. In each of our operating segments, we compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. 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.

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

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 andheavy-duty truck, medium-duty truck and bus, recreational vehicle (RV), light-duty automotive construction, mining, marine, rail, oil and gas, defense and agriculturaloff-highway markets. We manufacture a wide variety of engine products including:

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

The principal customers of our heavy-duty truck engines include truck manufacturers such as PACCAR, Inc. (PACCAR), Navistar International Corporation (Navistar)Traton and Daimler Trucks North America (Daimler).Daimler. The principal customers of our medium-duty truck and bus engines include truck manufacturers such as Daimler, NavistarTraton and PACCAR. The principal customers of our light-duty on-highway engines are Gorkovsky Avtomobilny Zavod, 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 Chrysler.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, 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. Ltd., Caterpillar Inc. (CAT) 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 AG,Traton, Volvo Powertrain, Ford Motor Company, Navistar, Hino Power, China First Auto Works, Dongfeng Motor Corporation, CNH Industrial and Isuzu.

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

The Distribution segment is our primary sales, service and support channel. 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 eightseven 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 Accelera business. Our familiarity with our customers and our marketsa wide range of market applications allows us to providetailor sales, service and support to meet our customers'customer-specific needs.

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

The Power Systems segment is organized around the following product lines:

Our customer base for Power Systems offerings is highly diversified, with customer groups varying based on their power needs. China, India, China, Europe, Asia Pacific, Latin America, and the Middle East and Africa are our largest geographic markets outside of North America.

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,Caterpillar, Inc., 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.

The New PowerAccelera segment designs, manufactures, sells and supports hydrogen production solutionstechnologies as well as electrified power systems ranging from fully electric to hybrid along with innovative components and subsystems, including battery, and fuel cell technologies.

We anticipate our customer base for New PowerAccelera offerings will be highly diversified, representing multiple end markets with a broad range of application requirements. We established relationshipsThis includes new markets, like the growing green hydrogen market, which we serve with Gillig for the urban bus market in North America, Blue Bird for the school bus market in North America, Alstom Transport in Europe for PEM fuel cell powered regional commuter trains and L'Air Liquide S.A. for on-siteour leading hydrogen production.production technologies. We will continue to pursue additional relationships in markets as they adopt hydrogen and electric solutions.

We entered into a number of joint venture agreements and alliances with business partners around the world. Our joint ventures are either distribution or manufacturing entities. We also own controlling interests in non-wholly-owned manufacturing and distribution subsidiaries.

In the event of a change of control of either party to certain of these joint ventures and other strategic alliances, certain consequences may result including automatic termination and liquidation of the venture, exercise of "put" or "call" rights of ownership by the non-acquired partner, termination or transfer of technology license rights to the non-acquired partner and increases in component transfer prices to the acquired partner. We will continue to evaluate joint venture and partnership opportunities in order to penetrate new markets, develop new products and generate manufacturing and operational efficiencies.

Our equity income from these investees was as follows:

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. We are committed to having a robust strategy for how we select and manage our suppliers to enable a market focused supply chain. This requires us to continuously evaluate and upgrade our supply base, as necessary, as we strive to ensure we are meeting the needs of our customers.

We own or control a significant number of patents and trademarks relating to the products we manufacture. These patents and trademarks were granted and registered over a period of years. 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.basis.

We have thousands of customers around the world and have developed long-standing business relationships with many of them. PACCAR is our largest customer, accounting for 1516 percent of our consolidated net sales in 2020, 172023, 16 percent in 20192022 and 15 percent in 2018.2021. We have long-term supply agreements with PACCAR for our heavy-duty and medium-duty engines and aftertreatment systems. While a significant number of our sales to PACCAR are under long-term supply agreements, these agreements provide for particular engine requirements for specific vehicle models and not a specific volume of engines or aftertreatment systems. PACCAR is our only customer accounting for more than 10 percent of our net sales in 2020.2023. The loss of this customer or a significant decline in the production level of PACCAR vehicles that use our engines would have an adverse effect on our results of operations and financial condition. We have been an engine suppliersupplied engines to PACCAR for 7679 years. A summary of principal customers for each operating segment is included in our segment discussion.

In addition to our agreement with PACCAR, we have long-term heavy-duty and medium-duty engine and aftertreatment system supply agreements with NavistarTraton and Daimler. We also have an agreement with ChryslerStellantis to supply engines for its Ram trucks.pick-up truck applications. Collectively, our net sales to these four customers, including PACCAR, were 3237 percent of our consolidated net sales in 2020, 372023, 36 percent in 20192022 and 3533 percent in 2018.2021. Excluding PACCAR, net sales to any single customer were less than 79 percent of our consolidated net sales in 2020,2023, less than 98 percent in 20192022 and less than 98 percent in 2018.2021. These agreements contain standard purchase and sale agreement terms covering engine, aftertreatment and engine parts pricing, quality and delivery commitments, as well as engineering product support obligations. The basic nature of our agreements with OEM customers is that they are long-term price and operations agreements that help assureprovide for the availability of our products to each customer through the duration of the respective agreements. 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.

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 mosta large portion of our business is transacted through open purchase orders. TheseMany 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. At December 31, 2020, we did not have any significant backlogs.We continue to work closely with our suppliers and customers to meet the demand.

In 2020,2023, 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 requirementsstandards around the world, and improveimprovements in fuel economy performance of diesel and natural gas-powered engines and related components, as well as development activities around fullyhydrogen engine solutions, battery electric, hybridfuel cell electric and hydrogen power solutions and hydrogen production.production technologies.

Our research and development programs are focused on product improvements, product extensions, innovations and cost reductions for our customers. Research and development expenditures include salaries, contractor fees, building costs, utilities, testing, technical IT,information technology expenses, administrative expenses and allocation of corporate costs and are expensed, net of contract reimbursements, when incurred. From time to time, we enter into agreements with customers and government agencies to fund a portion of the research and development costs of a particular project. 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 $903 million$1.4 billion in 2020, $998 million2023, $1.2 billion in 20192022 and $894 million$1.1 billion in 2018.2021. Contract reimbursements were $86$81 million, $90$110 million and $120$104 million in 2020, 20192023, 2022 and 2018,2021, respectively.

We are committed to making people's lives better by powering a more prosperous world. That prosperity includes strong communities, robust business and environmental sustainability.

In late 2019, we introduced PLANET 2050, a sustainability strategy focused on three priority areas: addressing climate change and air emissions, using natural resources in the most sustainable way and improving communities. 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 eightnine specific goals to achieve by 2030, including science-based carbon dioxidegreenhouse gas (GHG) reduction targets for newly sold products and facilities, as well as aspirational targets for 2050. We are currently evaluating howstarted 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 new2030 facility reduction goals will be integrated into business planningfor GHG emissions, water and will reportwaste; 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 progress beginning in 2022.the planet and its people.

Our Sustainability Progress ReportThe nine PLANET 2050 goals for 2019/2020 reports on environmental sustainability goals and commitments from our 2014 plan as well as other key environmental and climate metrics and targets. The 2014 plan goals were2030 are as follows:

The most recent Sustainability Progress Report, and prior reports as well asand a Data Book of more detailed environmental data in accordance with the Global Reporting Initiative's Standard core compliance designation areis available on our website at www.cummins.com. Our annual submission to the Carbon Disclosure Project (CDP) for climate change and water are also available on the website. The climate submission provides information on our scenario planning exercise for climate and other risks and detailed facility emissions data as requested by CDP. We also published our first reportreports in accordance with the Sustainability Accounting Standards Board in 2020.as well as the framework of the Task Force on Climate-Related Financial Disclosures. These reports and data book are not incorporated into this Form 10-K by reference.

We continue to articulate our positions on key public policy issues and on a wide range of environmental issues. We are actively engaged around the world to promote science-based climate policies by working with regulatory, industry and other stakeholderstakeholders, including joining advocacy groups and testifying before legislators and regulators. We will continue to work in partnership with others to advocate for tough, clear and enforceable regulations around the world as greenhouse gases (GHG)globe to address air and fuel efficiency standards become more prevalent globally. We were named number 24 in Newsweek's Most Responsible Companies ranking, number 50 among Barron's Top 100 Most Sustainable Companies as well as named to the Dow Jones North American Sustainability Index for the fifteenth consecutive year in 2020.GHG emissions.

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

We strive to be a leader in developing and implementing technologies that provide customers with the highest performing products while minimizing the impact on the environment, and we have a long history of working with governments and regulators to achieve these goals. We remain committed to ensuring our products meet all current and future emission standards and delivering value to our customers.

FormedAnnounced 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.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 whoand reports directly to the Chief ExecutiveAdministrative Officer and the new Vice President joins the Cummins Executive Team and Cummins Leadership Team.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 ensuring compliancecomplying with increasingly challenging global emission regulations. The organization also works to enhance our collaboration with

Expenditures for environmental control activities and environmental remediation projects at our facilities in the U.S. havewere not been a substantial portion of our annual expenses and are not expected to be material in 2021.2024. 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 have beenwere 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 manufacturing and waste disposal sites.

Based upon our experiences at similar sites we believe that our aggregate future remediation costs will not be material. We have established accruals that we believe are adequate for our expected future liability with respect to these sites. In addition, we have several other sites where we are working with governmental authorities on remediation projects. The costs for these remediation projects are not expected to be material.

At December 31, 2020,2023, we employed approximately 57,82575,500 persons worldwide. Approximately 20,27921,900 of our employees worldwide arewere represented by various unions under collective bargaining agreements that expire between 20212024 and 2025.2028.

Throughout our company’smore than 100-year history, we always recognized that people drive the strength of our business and our ability to effectively serve our clientscustomers 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. The disruptive eventsOur workforce strategy cultivates an environment where all employees, regardless of 2020 gave even greater importance for usemployee type and location, know what is expected of them, are rewarded based on performance and have access to complete the strategic work in Human Resources that calls for our companydifferentiated experiences, tools and leadership coaching to “Inspire and Encourage All Employees to Reach Their Full Potential.”help them develop. 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;leaders and extending our talent management philosophies in performance management, compensation management, competency building, and accessdevelopment programs to development opportunities to all employees.our workforce at every level.

ManagingDeveloping our human capital resources is a key focus of the company. In 2020, theThe Board recast our Compensation Committee as the Talent Management and Compensation Committee to reflect the Board’scontinues its commitment to overseeing and providing guidance to our leadership team since recasting our former Compensation Committee in this important work.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. We encourage leaders to connect our people and their work to our mission, vision, values, brand promise and strategies of the company, motivating and giving them a higher sense of purpose. We have developeddesigned leadership and employeetalent development programs for employees ranging from the manufacturing floor and technicians through middle management and executive development. When an individual joins Cummins, weexecutives. We are committed to cultivating a learning culture by providing both that employeeemployees and their managermanagers with the tools and

resources to managehave meaningful conversations, envision and plan their career, thrive in their work and navigate in a large global organization. Through our Talent Managementtalent strategy, our goal is to ensureprovide all employees haveequitable access to the development and career opportunities that a global company enables.

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, mentalemotional, 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 doconduct market analysisanalyses to be sureensure our ranges are currentcompetitive and our employees are advancing their earning potential. We also doperform annual compensation studies to assess market movement, pay equity and living wages. For example, in 2018, we conducted a living wage analysis globally to ensure our employees were making a living wage in the countries they live and work. We incorporated this living wage assessment into our annual compensation structure to ensure that current and new hires never fall below this threshold. In the U.S. for example, the living wage in 2019 was $15 per hour, although most positions pay more than that. We continually review wages globally as we continuously work to ensure we are fair, equitable, competitive and can attract and retain the best talent.

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 cost soinclude the following: healthcare plans that more junior employees pay less for their premiums;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; travel benefits and advanced medical services from clinicians to support complex health care needs andneeds; global employee assistance programs with diverse providers that canproviders; and a global mental health program, all designed to meet a range of employee needs from race relatedrace-related trauma to financial planning to transgender transition support.support and more.

Cummins is committed to being world-class in health and safety. 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 ergonomic injuries involving contractors.and rate of potentially serious injuries and fatalities.

Diversity, equityAt Cummins, we leverage the strength of our diverse, global workforce to drive innovation and inclusion at all levelsdeliver 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 company are critical tocommunities we serve. This commitment starts at the top with our ability to innovate, to winBoard and permeates throughout our organization as everyone plays a role in the marketplacenurturing inclusive environments where all employees can reach their full potential and to create sustainable success. Having diverse, equitable and inclusive workplaces allows us to attract and retain the best employees to deliver results for our shareholders.thrive. This is exemplified by the composition of the Board and Cummins Leadership Team. As of which 4January 31, 2024, five of 12 directorstwelve Board members are femalewomen and 4 of 12 directorsthree are ethnically diverse. In addition, 50 percentUnder the guidance of our executive teamfemale 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 femalea powerful asset in maintaining our competitive edge. It is the responsibility of all employees to contribute to and 40 percent ofadvance our leadership team is female. We disclose publicly the percentage of women in supervisory rolesdiversity, equity and the overall workforce. We also launched several initiatives to increase representation of minorities in the workplace. We have created a Global Inclusion Leadership Council to overseeinclusion (DE&I) initiatives. They are supported by our more than 100150 employee resourceresources groups around the world tothat provide opportunities to employees from all backgrounds for leadership training, cross culturalcross-cultural learning and professional development. In 2020,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 launchedconduct ourselves as a corporate citizen. Building upon the success of our employee-led Cummins Advocating for Racial Equity, (CARE), which seeks to drive a sustainable impact in dismantlingdismantle institutional racism and creatingfoster systemic equity.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. Information from our sustainability report and sustainability webpage is not incorporated by reference into this filing.

We file annual, quarterly and current reports, proxy statements and other information electronically with the SEC.Securities and Exchange Commission (SEC). The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that Cummins files electronically with the SEC. The SEC's internet site is www.sec.gov.

Our internet site is www.cummins.com. You can access our Investors and Media webpage through our internet site, by clickinghovering on the heading "About" followed by"Company" and selecting "Investor Relations" link under the "Cummins Inc. Investor website" link."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 clickinghovering on the heading "About" followed by "Corporate Governance""Company" and thenselecting "Investor Relations" link under the "Cummins Governance"About Us" section. Next, click on the heading "Board & ESG" and select "Governance Documents" link.from the drop-down menu. Code of Conduct, Committee Charters and other governance documents are included at this site. Our Code of Conduct applies to all employees, regardless of their position or the country in which they work. 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),NYSE, on our internet site. The information on our internet site is not incorporated by reference into this report.

Our ChairmanChair and Chief Executive Officer (CEO)CEO is elected annually by the Board and holds office until the meeting of the Board at which hisher election is next considered. Other officers are appointed by the ChairmanChair and CEO, are ratified by the Board and hold office for such period as the ChairmanChair and CEO or the Board may prescribe.

Set forth below and elsewhere in this Annual Report on Form 10-K are some of the principal risks and uncertainties that could cause our actual business results to differ materially from any forward-looking statements contained in this Report and could individually, or in combination, have a material adverse effect on our results of operations, financial position and cash flows. These risk factors should be considered in addition to our cautionary comments concerning forward-looking statements in this Report, including statements related to markets for our products and trends in our business that involve a number of risks and uncertainties. Our separate section above, "CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION," should be considered in addition to the following statements.

We previouslyIn December 2023, we announced that we are conductingreached the Agreement in Principle and recorded a formal internal reviewcharge of our emissions certification process and compliance with emission standards with respect$2.036 billion in the fourth quarter of 2023 to allresolve the matters addressed by the Agreement in Principle involving approximately one million of our pick-up truck applications following conversations within the EPA and CARB regarding certificationU.S. This charge was in addition to the previously announced charges of our engines for model year 2019 RAM 2500 and 3500 trucks. During conversations with the EPA and CARB about the effectiveness of our pick-up truck applications, the regulators raised concerns that certain aspects of our emissions systems may reduce the effectiveness of our emissions control systems and thereby act as defeat devices. As a result, our internal review focuses, in part, on the regulators’ concerns. We are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements. Based on discussions with the regulators, we have developed a new calibration$59 million for the engines inrecalls of model year 2019years 2013 through 2018 RAM 2500 and 3500 trucks that has been includedand model years 2016 through 2019 Titan trucks. Failure to comply with the terms and conditions of the Agreement in all engines shipped since September 2019. During our discussions, the regulators have askedPrinciple will also subject us to lookfurther stipulated penalties. The Agreement in Principle remains subject to final regulatory and judicial approvals, and we cannot be certain that the Agreement in Principle will be approved, in its current form, or at all.

We have also been in communication with other model yearsnon-U.S. regulators regarding matters related to the emission systems in our engines and other engines. We will continuemay also become subject to work together closelyadditional regulatory review in connection with the relevant regulators to develop and implement recommendations for improvement as partthese matters.

In connection with our announcement of our ongoing commitmententry into the Agreement in Principle, we have become subject to compliance.

Dueshareholder, 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.

Our engines are subject to extensive statutory and regulatory requirements governing emissions and noise, including standards imposed by the EPA, the EU, state regulatory agencies (such as the CARB) and other regulatory agencies around the world. Regulatory agencies are making certification and compliance with emissions and noise standards more stringent and subjecting diesel engine products to an increasing level of scrutiny. In addition, failure to comply with the terms and conditions of the Agreement in Principle will subject us to stipulated penalties. The discovery of noncompliance issues could have a material adverse impact on our results of operations, financial condition and cash flows.

The U.K.’s exit fromEmbargoes, sanctions and export controls imposed by the European Union (EU) could materiallyU.S. and adversely impactother governments restricting or prohibiting transactions with certain persons or entities, including financial institutions, to certain countries or regions, or involving certain products, limit the sales of our results of operations, financial conditionproducts. Embargoes, sanctions 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. Failure to successfully integrate Meritor and / or realize the anticipated benefits could have a material adverse impact on our results of operations, financial condition and cash flows.

concerns regarding a potential economic recession may result in increased operating costs and/or decreased levels of profitability. Further, the labor market slowdown duefor skilled manufacturing remains tight, and our labor costs have increased as a result. Material, transportation, labor and other cost inflation has impacted and could continue to the impacts from the COVID-19 pandemic, other public health crises, epidemics or pandemics or otherwise, could have a material and adverse effect onimpact our results of operations, financial condition and cash flows.

The COVID-19 pandemic created disruptions and turmoil in global credit and financial markets and ongoing impactsAny of these factors could have a material adverse effect on oureach of Cummins' and Atmus's respective business, financial condition, results of operations financial condition and cash flows.

The scientific consensus indicates that emissions of greenhouse gases (GHG)GHG continue to alter the composition of Earth’s atmosphere in ways that are affecting, and are expected to continue to affect, the global climate. The potential impacts of climate change on our customers, product offerings, operations, facilities and suppliers are accelerating and uncertain, as they will be particular to local and customer-specific circumstances. These potential impacts may include, among other items, physical long-term changes in freshwater availability and the frequency and severity of weather events as well as customer product changes either through preference or regulation.

Concerns regarding climate change may lead to additional international, national, regional and local legislative and regulatory responses.responses, accords and mitigation efforts. Various stakeholders, including legislators and regulators, shareholders and non-governmental organizations, are continuing to look for ways to reduce GHG emissions, and consumers are increasingly demanding products and services resulting in lower GHG emissions. We could face risks to our brand reputation, investor confidence and market share due to an inability to innovate and develop new products that decrease GHG emissions. Increased input costs, such as fuel, and electricity,utility, transportation and compliance-related costs could alsoincrease our operating costs and negatively impact customer operations and demand for our products. As the impact of any additional future GHGclimate related legislative or regulatory requirements on our global businesses and products is dependent on the timing, scope and design of the mandates or standards, we are currently unable to predict its potential impact which could have a material adverse effect on our results of operations, financial condition and cash flows. The regulation

Climate change may exacerbate the frequency and intensity of GHG emissions could also increasenatural disasters and adverse weather conditions, which may cause disruptions to our operating costs through higher utility, transportationoperations, including disrupting manufacturing, distribution and materials costs.

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 acquisitions and/or divestitures to provide future strategic, financial and operational benefits and improve shareholder value. There can be no assurance that we will be able to identify suitable candidates or consummate these transactions on favorable terms. The successful identification and completion of any strategic transaction depends on a number of factors that are not entirely within our control, including the availability of suitable candidates and our ability to negotiate terms acceptable to all parties involved, conclude satisfactory agreements and obtain all necessary regulatory approvals. Accordingly, we may not be able to successfully negotiate and complete specific transactions. The exploration, negotiation and consummation of strategic transactions may involve significant expenditures by us, which may adversely affect our results of operations at the time such expenses are incurred, and may divert management’s attention from our existing business. Strategic transactions also may have adverse effects on our existing business relationships with suppliers and customers.

If required, the financing for strategic acquisitions could result in an increase in our indebtedness, dilute the interests of our shareholders or both. Any acquisition may not be accretive to us for a significant period of time following the completion of such acquisition. Also, our ability to effectively integrate any potential acquisition into our existing business and culture may not be successful, which could jeopardize future financial and operational performance for the combined businesses. In addition, if an acquisition results in any additional goodwill or increase in other intangible assets on our balance sheet and subsequently becomes impaired, we would be required to record a non-cash impairment charge, which could result in a material adverse effect on our financial condition.

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

We rely on the capacity, reliability and security of our information technology systemsenvironment and data security infrastructure in connection with various aspects of our business activities. We also rely on our ability to expand and continually update these systemstechnologies and related infrastructure in response to the changing needs of our business. As we implement new systems,technologies, they may not perform as expected. We face the challenge of supporting our older systemstechnologies and implementing necessary upgrades. In addition, some of these systemstechnologies are managed by third-party service providers and are not under our direct control. If we experience a problem with an important information technology, system, including during system upgrades and/or new system implementations of technologies, the resulting disruptions could have an adverse effect on our business and reputation. As customers adopt and rely on cloud-based digital technologies and services we offer, any disruption of the confidentiality, integrity or availability of those services could have an adverse effect on our business and reputation.

The data handled by our information technology systemstechnologies is vulnerable to security threats. Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters. While we continually work to safeguardAs such, our systems and mitigate potential risks, there is no assurance that these actions will be sufficient to preventinformation technology environment faces information technology security threats, such as security breaches, computer malware, computer virusesransomware attacks and other "cyber attacks," which are increasing in both frequency and sophistication, along with power outages or hardware failures. These threats could result in unauthorized public disclosures of information, create financial liability, subject us to legal or regulatory sanctions, disrupt our ability to conduct our business, result in the loss of intellectual property or damage our reputation with customers, dealers, suppliers and other stakeholders. As athe result of the COVID-19 pandemic and resulting government actions to restrict movement,changing market conditions, a large percentage of our salaried employees are working remotely.continue to work remotely full or part-time. This remote working environment may pose a heightened risk for security breaches or other disruptions of our information technology systems.environment.

In addition, our products, including our engines, contain interconnected and increasingly complex systemstechnologies that control various processes and these systemstechnologies are potentially subject to "cyber attacks" and disruption. The impact of a significant information technology event on either of our information technology systemsenvironment or our products could have a material adverse effect on our competitive position, reputation, results of operations, financial condition and cash flows.

Our business is subject to the political, economic and other risks that are inherent in operating in numerous countries. These risks include:

As we continue to operate and grow our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to our multinational operations will not have a material adverse effect upon us.

The markets in which we operate are highly competitive. We compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. We primarily compete with diesel engines and related diesel products; however, new technologies continue to be developed for gasoline, natural gas, hydrogen, electrification and other technologies, and we will continue to face new competition from these expanding technologies. 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 also face competitors in some emerging regions who have established local practices and long standing relationships with participants in these markets. Additionally, we face increasing competition to develop innovative products that result in lower emissions. There can be no assurance that our products will be able to compete successfully with the products of other companies and in other markets.

As our customers in emerging markets continue to grow in size and scope, they are increasingly seeking to export their products to other countries. This has meant greater demand for our advanced engine technologies to help these customers meet the more stringent emissions requirements of developed markets, as well as greater demand for access to our distribution systems for purposes of equipment servicing. As these emerging market customers enter into, and begin to compete in more developed markets, they may increasingly begin to compete with our existing customers in these markets. Our further aid to emerging market customers could adversely affect our relationships with developed market customers. In addition, to the extent the competition does not correspond to overall growth in demand, we may see little or no benefit from this type of expansion by our emerging market customers.

We conduct operations in many areas of the world involving transactions denominated in a variety of currencies. We are subject to foreign currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, since our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on our results of operations, financial condition and cash flows. The U.S. dollar strengthened in recent years resulting in material unfavorable impacts on our revenues in those years. If the U.S. dollar continues strengthening against other currencies, we will experience additional volatility in our financial statements.

While we customarily enter into financial transactions that attempt to address these risks and many of our supply agreements with customers include foreign currency exchange rate adjustment provisions, there can be no assurance that foreign currency exchange rate fluctuations will not adversely affect our future results of operations and cash flows. In addition, while the use of currency hedging instruments may provide us with some protection from adverse fluctuations in foreign currency exchange rates, by utilizing these instruments we potentially forego the benefits that might result from favorable fluctuations in foreign currency exchange rates.

We also face risks arising from the imposition of foreign exchange controls and currency devaluations. Foreign exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation. See Management's Discussion and Analysis for additional information.

We sponsor both funded and unfunded domestic and foreign defined benefit pension and other retirement plans. Our pension cost and the required contributions to our pension plans are directly affected by the value of plan assets, the projected and actual rates of return on plan assets and the actuarial assumptions we use to measure our defined benefit pension plan obligations, including the discount rate at which future projected and accumulated pension obligations are discounted to a present value. We could experience increased pension cost due to a combination of factors, including the decreased investment performance of pension plan assets, decreases in the discount rate and changes in our assumptions relating to the expected return on plan assets.

Significant declines in current and future financial and stock market conditions related to the COVID-19 pandemic could cause material losses in our pension plan assets, which could result in increased pension cost in future years and adversely impact our results of operations, financial condition and cash flow. Depending upon the severity and length of market declines and government regulatory changes, we may be legally obligated to make pension payments in the U.S. and perhaps other countries and these contributions could be material.

The level of demand for our products and services is influenced in multiple ways by the price and availability of energy. High energy costs generally drive greater demand for better fuel economy in almost all countries in which we operate. Some of our engine products have been developed with a primary purpose of offering fuel economy improvements, and if energy costs decrease or increase less than expected, demand for these products may likewise decrease. The relative unavailability of electricity in some emerging market countries also influences demand for our electricity generating products, such as our diesel generators. If these countries add energy capacity by expanding their power grids at a rate equal to or faster than the growth in demand for energy, the demand for our generating products could also decrease or increase less than would otherwise be the case.

Our principal manufacturing facilities by segment are as follows:

In addition, engines and engine components are manufactured by joint ventures or independent licensees at manufacturing plants in the U.S., China, India, Japan, Sweden, U.K. and Mexico.

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

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

We operate numerous management, research and development, marketing and administrative facilities globally.

Not Applicable.

The following information is provided pursuant to Item 703 of Regulation S-K:

In December 2019,2021, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the 2018 repurchase plan. In October 2018, the Board authorized the acquisition of up to $2.0 billion of additional common stock.repurchase plan authorized in 2019. During the three months ended December 31, 2020,2023, we repurchased $85 milliondid not make any repurchases of common stock under the 2018 authorization, completing this program, and repurchased $6 million of common stock under the 2019 authorization.stock. The dollar value remaining available for future purchases under the 2019 program at December 31, 2020,2023, was $1,994$218 million.

Our Key Employee Stock Investment Plan allows certain employees, other than officers, to purchase shares of common stock on an installment basis up to an established credit limit. We hold participants’ shares as security for the loans and would, in effect, repurchase shares only if the participant defaulted in repayment of the loan. Shares associated with participants' sales are sold as open-market transactions via a third-party broker as of May 1, 2020.broker.

The following graph compares the cumulative total shareholder return on our common stock for the last five years with the cumulative total return on the S&P 500 Index and an index of peer companies selected by us. In 2023, we re-evaluated our peer group that the Board benchmarks against and chose to include companies that participate in similar end-markets and have similar businesses. Dana Incorporated was added to provide exposure to similar products including e-axles, drivetrain components and transmissions and electric and hybrid products, while Donaldson Company Inc. was removed due to the IPO of Atmus (formerly our filtration business) into a separate publicly traded company. Our revised peer group includes BorgWarner Inc., Caterpillar, Inc., Daimler Truck Holding AG, Deere & Company, Donaldson CompanyDana Inc., Eaton Corporation, Emerson Electric Co., Fortive Corporation, W.W. Grainger Inc., Honeywell International, Illinois Tool Works Inc., Navistar, PACCAR, Parker-Hannifin Corporation, Textron Inc. and Volvo AB (Fortive CorporationAB. Daimler Truck Holding AG is excluded from the peer index in the following graph asdue to the company was founded aftercorporate split and public filing in December 31, 2015).2021. Each of the measures of cumulative total return assumes reinvestment of dividends. The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our stock.