UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June 30, 2023~~March 31, 2024

Commission File Number 1-4949

CUMMINS INC.

(Exact name of registrant as specified in its charter)


Indiana						35-0257090
(State of Incorporation)						(IRS Employer Identification No.)

500 Jackson Street

Box 3005

Columbus, Indiana 47202-3005

(Address of principal executive offices)

Telephone (812) 377-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $2.50 par value

CMI

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of ~~June 30, 2023,~~March 31, 2024, there were ~~141,647,129~~136,779,875 shares of common stock outstanding with a par value of $2.50 per share.

Table of Contents

CUMMINS INC. AND SUBSIDIARIES

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q


		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Net Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~	3
	Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~	4

	Condensed Consolidated Balance Sheets at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	5
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~	6
	Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~	7
	Notes to Condensed Consolidated Financial Statements	98
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3226
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	5544
ITEM 4.	Controls and Procedures	5645
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	5745
ITEM 1A.	Risk Factors	5745
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5846
ITEM 3.	Defaults Upon Senior Securities	5846
ITEM 4.	Mine Safety Disclosures	5846
ITEM 5.	Other Information	5846
ITEM 6.	Exhibits	5947
	Signatures	6048

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited)


		Three months ended

		Three months ended

		Three months ended

		Three months ended				Six months ended
		June 30,				June 30,
In millions, except per share amounts	In millions, except per share amounts	2023		2022		2023		2022
In millions, except per share amounts
In millions, except per share amounts
NET SALES (Notes 1 and 2)
NET SALES (Notes 1 and 2)
NET SALES (Notes 1 and 2)	NET SALES (Notes 1 and 2)	$	8,638	$	6,586	$	17,091	$	12,971
Cost of sales	Cost of sales	6,490		4,860		12,914		9,713
Cost of sales
Cost of sales
GROSS MARGIN
GROSS MARGIN
GROSS MARGIN	GROSS MARGIN	2,148		1,726		4,177		3,258

OPERATING EXPENSES AND INCOME	OPERATING EXPENSES AND INCOME

OPERATING EXPENSES AND INCOME

OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses
Selling, general and administrative expenses
Selling, general and administrative expenses	Selling, general and administrative expenses	873		622		1,626		1,237
Research, development and engineering expenses	Research, development and engineering expenses	384		299		734		597
Research, development and engineering expenses
Research, development and engineering expenses
Equity, royalty and interest income from investees (Note 4)
Equity, royalty and interest income from investees (Note 4)
Equity, royalty and interest income from investees (Note 4)	Equity, royalty and interest income from investees (Note 4)	133		95		252		191

Other operating expense, net	Other operating expense, net	27		3		46		114

Other operating expense, net

Other operating expense, net
OPERATING INCOME
OPERATING INCOME
OPERATING INCOME	OPERATING INCOME	997		897		2,023		1,501

Interest expense	Interest expense	99		34		186		51
Other income (expense), net		51		(8)		141		(17)

Interest expense

Interest expense
Other income, net (Note 14)
Other income, net (Note 14)
Other income, net (Note 14)
INCOME BEFORE INCOME TAXES
INCOME BEFORE INCOME TAXES
INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	949		855		1,978		1,433

Income tax expense (Note 5)	Income tax expense (Note 5)	212		148		435		303

Income tax expense (Note 5)

Income tax expense (Note 5)
CONSOLIDATED NET INCOME
CONSOLIDATED NET INCOME
CONSOLIDATED NET INCOME	CONSOLIDATED NET INCOME	737		707		1,543		1,130

Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	17		5		33		10

Less: Net income attributable to noncontrolling interests

Less: Net income attributable to noncontrolling interests
NET INCOME ATTRIBUTABLE TO CUMMINS INC.
NET INCOME ATTRIBUTABLE TO CUMMINS INC.
NET INCOME ATTRIBUTABLE TO CUMMINS INC.	NET INCOME ATTRIBUTABLE TO CUMMINS INC.	$	720	$	702	$	1,510	$	1,120



EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.	EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.
Basic	Basic	$	5.08	$	4.97	$	10.66	$	7.90
Basic
Basic
Diluted
Diluted
Diluted	Diluted	$	5.05	$	4.94	$	10.60	$	7.86



WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING	WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic	Basic	141.7		141.2		141.6		141.7
Basic
Basic
Dilutive effect of stock compensation awards	Dilutive effect of stock compensation awards	0.8		0.8		0.9		0.8
Dilutive effect of stock compensation awards
Dilutive effect of stock compensation awards
Diluted
Diluted
Diluted	Diluted	142.5		142.0		142.5		142.5

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

Table of Contents

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three months ended Six months ended
June 30, June 30,
In millions 2023 2022 2023 2022
CONSOLIDATED NET INCOME $ 737 $ 707 $ 1,543 $ 1,130
Other comprehensive income (loss), net of tax (Note 12)
Change in pension and other postretirement defined benefit plans 2 6 (7) 22
Foreign currency translation adjustments (110) (245) (28) (241)
Unrealized gain on derivatives 12 43 9 71
Total other comprehensive loss, net of tax (96) (196) (26) (148)
COMPREHENSIVE INCOME 641 511 1,517 982
Less: Comprehensive income (loss) attributable to noncontrolling interests 15 (10) 34 (13)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CUMMINS INC. $ 626 $ 521 $ 1,483 $ 995



	Three months ended
	March 31,
In millions	2024		2023
CONSOLIDATED NET INCOME	$	2,028	$	806
Other comprehensive (loss) income, net of tax (Note 12)
Change in pension and other postretirement defined benefit plans	(13)		(9)
Foreign currency translation adjustments	(60)		82

Unrealized gain (loss) on derivatives	12		(3)
Total other comprehensive (loss) income, net of tax	(61)		70
COMPREHENSIVE INCOME	1,967		876
Less: Comprehensive income attributable to noncontrolling interests	32		19
COMPREHENSIVE INCOME ATTRIBUTABLE TO CUMMINS INC.	$	1,935	$	857

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

Table of Contents

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


In millions, except par value	In millions, except par value	June 30, 2023		December 31, 2022		In millions, except par value	March 31, 2024	December 31, 2023
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	1,802	$	2,101

Marketable securities (Note 6)	Marketable securities (Note 6)	512		472
Marketable securities (Note 6)
Marketable securities (Note 6)
Total cash, cash equivalents and marketable securities	Total cash, cash equivalents and marketable securities	2,314		2,573
Accounts and notes receivable, net	Accounts and notes receivable, net	5,863		5,202

Inventories (Note 7)

Inventories (Note 7)

Inventories (Note 7)	Inventories (Note 7)	6,026		5,603
Prepaid expenses and other current assets	Prepaid expenses and other current assets	1,207		1,073
Total current assets	Total current assets	15,410		14,451
Long-term assets	Long-term assets					Long-term assets
Property, plant and equipment	Property, plant and equipment	10,922		10,507
Accumulated depreciation	Accumulated depreciation	(5,199)		(4,986)
Property, plant and equipment, net	Property, plant and equipment, net	5,723		5,521
Investments and advances related to equity method investees	Investments and advances related to equity method investees	1,861		1,759
Goodwill	Goodwill	2,404		2,343
Other intangible assets, net	Other intangible assets, net	2,584		2,687
Pension assets (Note 3)	Pension assets (Note 3)	1,523		1,398
Other assets (Note 8)	Other assets (Note 8)	2,230		2,140
Total assets	Total assets	$	31,735	$	30,299

LIABILITIES	LIABILITIES
LIABILITIES
LIABILITIES
Current liabilities	Current liabilities					Current liabilities
Accounts payable (principally trade)	Accounts payable (principally trade)	$	4,308	$	4,252
Loans payable (Note 9)	Loans payable (Note 9)	419		210
Commercial paper (Note 9)	Commercial paper (Note 9)	1,617		2,574
Current maturities of long-term debt (Note 9)	Current maturities of long-term debt (Note 9)	575		573
Accrued compensation, benefits and retirement costs	Accrued compensation, benefits and retirement costs	721		617
Current portion of accrued product warranty (Note 10)	Current portion of accrued product warranty (Note 10)	751		726
Current portion of deferred revenue (Note 2)	Current portion of deferred revenue (Note 2)	1,017		1,004

Other accrued expenses (Note 8)	Other accrued expenses (Note 8)	1,637		1,465
Other accrued expenses (Note 8)
Other accrued expenses (Note 8)
Total current liabilities	Total current liabilities	11,045		11,421
Long-term liabilities	Long-term liabilities					Long-term liabilities
Long-term debt (Note 9)	Long-term debt (Note 9)	5,089		4,498

Deferred revenue (Note 2)	Deferred revenue (Note 2)	939		844

Deferred revenue (Note 2)

Deferred revenue (Note 2)
Other liabilities (Note 8)	Other liabilities (Note 8)	3,306		3,311
Total liabilities	Total liabilities	$	20,379	$	20,074

Commitments and contingencies (Note 11)	Commitments and contingencies (Note 11)
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 11)

Redeemable noncontrolling interests (Note 16)		$	—	$	258

EQUITY

EQUITY


EQUITY	EQUITY
Cummins Inc. shareholders’ equity	Cummins Inc. shareholders’ equity
Cummins Inc. shareholders’ equity
Cummins Inc. shareholders’ equity
Common stock, $2.50 par value, 500 shares authorized, 222.5 and 222.5 shares issued	Common stock, $2.50 par value, 500 shares authorized, 222.5 and 222.5 shares issued	$	2,532	$	2,243
Retained earnings	Retained earnings	19,102		18,037
Treasury stock, at cost, 80.9 and 81.2 shares		(9,380)		(9,415)
Treasury stock, at cost, 85.7 and 80.7 shares

Accumulated other comprehensive loss (Note 12)
Accumulated other comprehensive loss (Note 12)
Accumulated other comprehensive loss (Note 12)	Accumulated other comprehensive loss (Note 12)	(1,917)		(1,890)

Total Cummins Inc. shareholders’ equity	Total Cummins Inc. shareholders’ equity	10,337		8,975

Total Cummins Inc. shareholders’ equity

Total Cummins Inc. shareholders’ equity
Noncontrolling interests	Noncontrolling interests	1,019		992
Total equity	Total equity	$	11,356	$	9,967
Total liabilities, redeemable noncontrolling interests and equity		$	31,735	$	30,299
Total liabilities and equity

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

Table of Contents

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


			Six months ended
		Three months ended								Three months ended
			June 30,					March 31,
In millions	In millions		2023		2022		In millions	2024	2023
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES						CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income	Consolidated net income		$	1,543	$	1,130
Adjustments to reconcile consolidated net income to net cash provided by operating activities	Adjustments to reconcile consolidated net income to net cash provided by operating activities						Adjustments to reconcile consolidated net income to net cash provided by operating activities
Gain related to divestiture of Atmus (Note 14)
Depreciation and amortization	Depreciation and amortization		503		328

Deferred income taxes

Deferred income taxes

Deferred income taxes	Deferred income taxes		(132)		(112)
Equity in income of investees, net of dividends	Equity in income of investees, net of dividends		(113)		(62)
Pension and OPEB expense (Note 3)	Pension and OPEB expense (Note 3)		3		17
Pension contributions and OPEB payments (Note 3)	Pension contributions and OPEB payments (Note 3)		(103)		(55)

Russian suspension costs, net of recoveries (Note 14)			—		111

(Gain) loss on corporate owned life insurance			(20)		85

Foreign currency remeasurement and transaction exposure			(59)		(10)
Changes in current assets and liabilities, net of acquisitions

Changes in current assets and liabilities, net of acquisitions and divestitures

Changes in current assets and liabilities, net of acquisitions and divestitures

Changes in current assets and liabilities, net of acquisitions and divestitures
Accounts and notes receivable	Accounts and notes receivable		(635)		(252)
Inventories	Inventories		(403)		(498)
Other current assets	Other current assets		(137)		(65)
Accounts payable	Accounts payable		65		426
Accrued expenses	Accrued expenses		261		(281)
Changes in other liabilities			75		(11)

Other, net

Other, net

Other, net	Other, net		130		12
Net cash provided by operating activities	Net cash provided by operating activities		978		763

CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	Capital expenditures		(414)		(251)

Acquisitions of businesses, net of cash acquired (Note 16)			(134)		(245)
Acquisition of business, net of cash acquired

Acquisition of business, net of cash acquired

Acquisition of business, net of cash acquired

Investments in marketable securities—acquisitions	Investments in marketable securities—acquisitions		(648)		(433)
Investments in marketable securities—acquisitions
Investments in marketable securities—acquisitions
Investments in marketable securities—liquidations (Note 6)	Investments in marketable securities—liquidations (Note 6)		620		461

Cash associated with Atmus divestiture
Cash associated with Atmus divestiture
Cash associated with Atmus divestiture

Other, net
Other, net
Other, net
Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Net payments of commercial paper
Payments on borrowings and finance lease obligations

Dividend payments on common stock

Dividend payments on common stock

Dividend payments on common stock

Other, net	Other, net		(30)		(108)
Net cash used in investing activities			(606)		(576)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings			737		56
Net (payments) borrowings of commercial paper			(658)		392
Payments on borrowings and finance lease obligations			(228)		(71)

Dividend payments on common stock			(445)		(411)
Repurchases of common stock			—		(347)

Other, net	Other, net		(9)		(10)
Net cash used in financing activities			(603)		(391)

Other, net
Net cash provided by (used in) financing activities
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(68)		74
Net decrease in cash and cash equivalents			(299)		(130)
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year		2,101		2,592
CASH AND CASH EQUIVALENTS AT END OF PERIOD	CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	1,802	$	2,462

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

Table of Contents

CUMMINS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

(Unaudited)


		Three months ended
		Three months ended
		Three months ended
In millions, except per share amounts																				In millions, except per share amounts	Redeemable Noncontrolling Interests	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total Cummins Inc. Shareholders’ Equity	Noncontrolling Interests	Total Equity
BALANCE AT DECEMBER 31, 2023

Net income
Net income
Net income
Other comprehensive loss, net of tax (Note 12)

		Three months ended
In millions, except per share amounts		Redeemable Noncontrolling Interests		Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Cummins Inc. Shareholders’ Equity		Noncontrolling Interests		Total Equity
BALANCE AT MARCH 31, 2023		$	261	$	556	$	1,674	$	18,605	$	(9,389)	$	(1,823)	$	9,623	$	997	$	10,620

Cash dividends on common stock, $1.68 per share

Cash dividends on common stock, $1.68 per share

Cash dividends on common stock, $1.68 per share
Distributions to noncontrolling interests
Share-based awards

Divestiture of Atmus (Note 14)

Divestiture of Atmus (Note 14)

Divestiture of Atmus (Note 14)
Other shareholder transactions
BALANCE AT MARCH 31, 2024

BALANCE AT DECEMBER 31, 2022
BALANCE AT DECEMBER 31, 2022
BALANCE AT DECEMBER 31, 2022

Net income	Net income	(12)						720						720		29		749
Other comprehensive loss, net of tax (Note 12)												(94)		(94)		(2)		(96)
Issuance of common stock						2								2		—		2
Net income
Net income
Other comprehensive income, net of tax (Note 12)

Cash dividends on common stock, $1.57 per share

Cash dividends on common stock, $1.57 per share

Cash dividends on common stock, $1.57 per share	Cash dividends on common stock, $1.57 per share							(223)						(223)		—		(223)
Distributions to noncontrolling interests	Distributions to noncontrolling interests													—		(2)		(2)
Share-based awards	Share-based awards					1				7				8		—		8

Fair value adjustment of redeemable noncontrolling interests	Fair value adjustment of redeemable noncontrolling interests	22				(22)								(22)		—		(22)
Acquisition of redeemable noncontrolling interests (Note 16)		(271)												—		—		—
Sale of Atmus stock (Note 15)						285								285		(3)		282
Other shareholder transactions						36				2				38		—		38
BALANCE AT JUNE 30, 2023		$	—	$	556	$	1,976	$	19,102	$	(9,380)	$	(1,917)	$	10,337	$	1,019	$	11,356

BALANCE AT MARCH 31, 2022		$	392	$	556	$	1,497	$	16,952	$	(9,412)	$	(1,515)	$	8,078	$	893	$	8,971

Net income		(7)						702						702		12		714
Other comprehensive loss, net of tax (Note 12)												(181)		(181)		(15)		(196)
Issuance of common stock						1								1		—		1

Repurchases of common stock										(36)				(36)		—		(36)
Cash dividends on common stock, $1.45 per share								(204)						(204)		—		(204)

Share-based awards						2				8				10		—		10

Fair value adjustment of redeemable noncontrolling interests
Fair value adjustment of redeemable noncontrolling interests	Fair value adjustment of redeemable noncontrolling interests	(159)				159								159		—		159
Other shareholder transactions	Other shareholder transactions					9				1				10		—		10
BALANCE AT JUNE 30, 2022		$	226	$	556	$	1,668	$	17,450	$	(9,439)	$	(1,696)	$	8,539	$	890	$	9,429
BALANCE AT MARCH 31, 2023

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

~~Table of Contents~~

Six months ended
In millions, except per share amounts Redeemable Noncontrolling Interests Common
Stock Additional
Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss Total
Cummins Inc.
Shareholders’
Equity Noncontrolling
Interests Total
Equity
BALANCE AT DECEMBER 31, 2022 $ 258 $ 556 $ 1,687 $ 18,037 $ (9,415) $ (1,890) $ 8,975 $ 992 $ 9,967
Net income (20) 1,510 1,510 53 1,563
Other comprehensive (loss) income, net of tax (Note 12) (27) (27) 1 (26)
Issuance of common stock 2 2 — 2
Cash dividends on common stock, $3.14 per share (445) (445) — (445)
Distributions to noncontrolling interests — (24) (24)
Share-based awards (4) 32 28 — 28
Fair value adjustment of redeemable noncontrolling interests 33 (33) (33) — (33)
Acquisition of redeemable noncontrolling interests (Note 16) (271) — — —
Sale of Atmus stock (Note 15) 285 285 (3) 282
Other shareholder transactions 39 3 42 — 42
BALANCE AT JUNE 30, 2023 $ — $ 556 $ 1,976 $ 19,102 $ (9,380) $ (1,917) $ 10,337 $ 1,019 $ 11,356
BALANCE AT DECEMBER 31, 2021 $ 366 $ 556 $ 1,543 $ 16,741 $ (9,123) $ (1,571) $ 8,146 $ 889 $ 9,035
Net income (11) 1,120 1,120 21 1,141
Other comprehensive loss, net of tax (Note 12) (125) (125) (23) (148)
Issuance of common stock 1 1 — 1
Repurchases of common stock (347) (347) — (347)
Cash dividends on common stock, $2.90 per share (411) (411) — (411)
Distributions to noncontrolling interests — (14) (14)
Share-based awards (7) 26 19 — 19
Fair value adjustment of redeemable noncontrolling interests (129) 129 129 — 129
Other shareholder transactions 2 5 7 17 24
BALANCE AT JUNE 30, 2022 $ 226 $ 556 $ 1,668 $ 17,450 $ (9,439) $ (1,696) $ 8,539 $ 890 $ 9,429

~~The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.~~

Table of Contents

CUMMINS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Overview

Cummins Inc. (“Cummins,” “we,” “our” or “us”) was founded in 1919 as Cummins Engine Company, a corporation in Columbus, Indiana, and one of the first diesel engine manufacturers. In 2001, we changed our name to Cummins Inc. We are a global power solutions leader ~~that designs, manufactures, distributes~~comprised of five business segments - Components, Engine, Distribution, Power Systems and ~~services~~Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise. Our products range from advanced 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, ~~electric powertrains,~~ hydrogen production technologies and fuel cell products. We sell our products to original equipment manufacturers (OEMs), distributors, dealers and other customers worldwide. We serve our customers through a service network of approximately ~~460~~450 wholly-owned, joint venture and independent distributor locations and more than ~~10,000~~19,000 Cummins certified dealer locations in approximately 190 countries and territories.

Divestiture of Atmus

On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus Filtration Technologies Inc. (Atmus) common stock through a tax-free split-off. See NOTE 14, "ATMUS DIVESTITURE," for additional information.

Settlement Agreements

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 and the California Attorney General's Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024 (collectively, the Settlement Agreements). See NOTE 11, “COMMITMENTS AND CONTINGENCIES,” for additional information.

Interim Condensed Financial Statements

The unaudited Condensed Consolidated Financial Statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of operations, financial position and cash flows. All such adjustments are of a normal recurring nature. The Condensed Consolidated Financial Statements were prepared in accordance with accounting principles in the United States of America (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Certain information and footnote disclosures normally included in annual financial statements were condensed or omitted as permitted by such rules and regulations.

These interim condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023. Our interim period financial results for the three ~~and six~~ month periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all required annual disclosures.

Reclassifications

Certain amounts for prior year periods were reclassified to conform to the current year presentation.

Use of Estimates in Preparation of Financial Statements

Preparation of financial statements requires management to make estimates and assumptions that affect reported amounts presented and disclosed in our Condensed Consolidated Financial Statements. Significant estimates and assumptions in these Condensed Consolidated Financial Statements require the exercise of judgment. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates.

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Weighted-Average Diluted Shares Outstanding

The weighted-average diluted common shares outstanding exclude the anti-dilutive effect of certain stock options. The options excluded from diluted earnings per share were as follows:

Three months ended Six months ended
June 30, June 30,
2023 2022 2023 2022
Options excluded 14,210 33,100 9,522 26,782

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	Three months ended
	March 31,
	2024	2023
Options excluded	3,600	4,833

Related Party Transactions

In accordance with the provisions of various joint venture agreements, we may purchase products and components from our joint ventures, sell products and components to our joint ventures and our joint ventures may sell products and components to unrelated parties.

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


		Three months ended
		Three months ended
		Three months ended

		Three months ended				Six months ended
		June 30,				June 30,
In millions	In millions	2023		2022		2023		2022
In millions
In millions
Sales to nonconsolidated equity investees
Sales to nonconsolidated equity investees
Sales to nonconsolidated equity investees	Sales to nonconsolidated equity investees	$	320	$	281	$	696	$	625
Purchases from nonconsolidated equity investees	Purchases from nonconsolidated equity investees	687		328		1,391		755
Purchases from nonconsolidated equity investees
Purchases from nonconsolidated equity investees

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


In millions	In millions	June 30, 2023		December 31, 2022		Balance Sheet Location	In millions	March 31, 2024			December 31, 2023				Balance Sheet Location
Accounts receivable from nonconsolidated equity investees	Accounts receivable from nonconsolidated equity investees	$	466	$	376	Accounts and notes receivable, net	Accounts receivable from nonconsolidated equity investees	$	425	$	$	530	Accounts and notes receivable, net			Accounts and notes receivable, net
Accounts payable to nonconsolidated equity investees	Accounts payable to nonconsolidated equity investees	332		292		Accounts payable (principally trade)	Accounts payable to nonconsolidated equity investees	325		324		324		Accounts payable (principally trade)			Accounts payable (principally trade)

Supply Chain Financing

We currently have supply chain financing programs with financial intermediaries, which provide certain vendors the option to be paid by financial intermediaries earlier than the due date on the applicable invoice. When a vendor utilizes the program and receives an early payment from a financial intermediary, they take a discount on the invoice. We then pay the financial intermediary the face amount of the invoice on the original due ~~date.~~date, which generally have 60 to 90 day payment terms. The maximum amount that we could have outstanding under the program was ~~$482~~$512 million at ~~June 30, 2023.~~March 31, 2024. We do not reimburse vendors for any costs they incur for participation in the program, their participation is completely voluntary and there are no assets pledged as security or other forms of guarantees provided for the committed payment to the finance provider or intermediary. As a result, all amounts owed to the financial intermediaries are presented as accounts payable in our Condensed Consolidated Balance Sheets. Amounts due to the financial intermediaries reflected in accounts payable at ~~June 30, 2023~~March 31, 2024, and December 31, ~~2022,~~2023, were ~~$231~~$193 million and ~~$331~~$199 million, respectively.

NOTE 2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Long-term Contracts

~~The majority of our contracts are for a period of less than one year.~~ We have certain arrangements, primarily long-term maintenance agreements, construction contracts, product sales with associated performance obligations extending beyond a year, product sales with lead times extending beyond one year that are non-cancellable or for which the customer incurs a penalty for cancellation and extended warranty coverage arrangements that span a period in excess of one year. The aggregate amount of the transaction price for ~~long-term maintenance agreements and construction~~these contracts, ~~allocated to performance obligations that were not satisfied~~excluding extended warranty coverage arrangements, as of ~~June 30, 2023,~~March 31, 2024, was ~~$730 million.~~$3.1 billion. We expect to recognize the related revenue of ~~$232 million~~$1.4 billion over the next 12 months and ~~$498 million~~$1.7 billion over periods up to 10 years. See NOTE 10, "PRODUCT WARRANTY LIABILITY," for additional disclosures on extended warranty coverage arrangements. Our other contracts generally are for a duration of less than one year, include payment terms that correspond to the timing of costs incurred when providing goods and services to our customers or represent sales-based royalties.

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Deferred and Unbilled Revenue

The following is a summary of our unbilled and deferred revenue and related activity:

In millions

June 30,
2023

December 31,
2022

In millions

March 31,
2024

December 31,
2023

Unbilled revenue

299

257

Deferred revenue

1,956

1,848

We recognized revenue of ~~$178 million and $384~~$248 million for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, compared with ~~$176 million and $416~~$206 million for the comparable ~~periods~~period in ~~2022,~~2023, that was included in the deferred revenue balance at the beginning of each year. We did not record any impairment losses on our unbilled revenues during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 or ~~2022.~~2023.

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Disaggregation of Revenue

Consolidated Revenue

The table below presents our consolidated sales by geographic area. Net sales attributed to geographic areas were based on the location of the customer.


		Three months ended
		Three months ended
		Three months ended

		Three months ended				Six months ended
		June 30,				June 30,
In millions	In millions	2023		2022		2023		2022
In millions
In millions
United States	United States	$	4,937	$	3,788	$	9,739	$	7,245
United States
United States

China

China

China	China	762		520		1,552		1,173

India	India	413		311		824		620

India

India

Other international	Other international	2,526		1,967		4,976		3,933

Other international

Other international
Total net sales
Total net sales
Total net sales	Total net sales	$	8,638	$	6,586	$	17,091	$	12,971

Segment Revenue

As previously announced, our Components segment reorganized its reporting structure 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. We started reporting results for the reorganized business in the first quarter of 2023 and reflected these changes for prior periods. On May 26, 2023, with the Atmus Filtration Technologies Inc. (Atmus) initial public offering (IPO), we changed the name of our Components' filtration business to Atmus. See NOTE 15, "FORMATION OF ATMUS AND IPO," to our ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

Components segment external sales by business were as follows:


		Three months ended				Six months ended
		June 30,				June 30,
		Three months ended
		Three months ended
		Three months ended
		March 31,
		March 31,
		March 31,
In millions
In millions
In millions	In millions	2023		2022		2023		2022
Axles and brakes	Axles and brakes	$	1,249	$	—	$	2,521	$	—
Axles and brakes
Axles and brakes
Emission solutions
Emission solutions
Emission solutions	Emission solutions	842		767		1,781		1,575
Atmus	Atmus	341		319		683		627
Atmus
Atmus
Engine components
Engine components
Engine components	Engine components	283		223		575		463
Automated transmissions	Automated transmissions	180		143		358		277
Automated transmissions
Automated transmissions
Software and electronics
Software and electronics
Software and electronics	Software and electronics	29		25		49		52
Total sales	Total sales	$	2,924	$	1,477	$	5,967	$	2,994
Total sales
Total sales

(1) Included sales through the March 18, 2024, divestiture. See NOTE 14, "ATMUS DIVESTITURE," for additional information.

(1) Included sales through the March 18, 2024, divestiture. See NOTE 14, "ATMUS DIVESTITURE," for additional information.

(1) Included sales through the March 18, 2024, divestiture. See NOTE 14, "ATMUS DIVESTITURE," for additional information.

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Engine segment external sales by market were as follows:

Three months ended Six months ended
June 30, June 30,
In millions 2023 2022 2023 2022
Heavy-duty truck $ 856 $ 797 $ 1,716 $ 1,481
Medium-duty truck and bus 687 620 1,304 1,211
Light-duty automotive 444 425 885 912
Total on-highway 1,987 1,842 3,905 3,604
Off-highway 276 250 610 537
Total sales $ 2,263 $ 2,092 $ 4,515 $ 4,141

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


	Three months ended
	March 31,
In millions	2024		2023
Heavy-duty truck	$	811	$	860
Medium-duty truck and bus	738		617
Light-duty automotive	438		441
Total on-highway	1,987		1,918
Off-highway	253		334
Total sales	$	2,240	$	2,252

Distribution segment external sales by region were as follows:


		Three months ended				Six months ended
		June 30,				June 30,
		Three months ended
		Three months ended
		Three months ended
		March 31,
		March 31,
		March 31,
In millions
In millions
In millions	In millions	2023		2022		2023		2022
North America	North America	$	1,783	$	1,491	$	3,476	$	2,862
North America
North America
Asia Pacific
Asia Pacific
Asia Pacific	Asia Pacific	265		242		504		486
Europe	Europe	213		246		407		521
Europe
Europe
China	China	112		99		213		181
Africa and Middle East		80		61		142		111
China
China
India
India
India	India	63		52		120		100
Latin America	Latin America	60		56		113		97

Latin America
Latin America
Africa and Middle East
Africa and Middle East
Africa and Middle East
Total sales
Total sales
Total sales	Total sales	$	2,576	$	2,247	$	4,975	$	4,358

Distribution segment external sales by product line were as follows:


		Three months ended				Six months ended
		June 30,				June 30,
		Three months ended
		Three months ended
		Three months ended
		March 31,
		March 31,
		March 31,
In millions
In millions
In millions	In millions	2023		2022		2023		2022
Parts	Parts	$	1,011	$	987	$	2,063	$	1,913
Parts
Parts
Power generation
Power generation
Power generation	Power generation	609		440		1,100		838
Engines	Engines	527		428		983		866
Engines
Engines
Service
Service
Service	Service	429		392		829		741
Total sales	Total sales	$	2,576	$	2,247	$	4,975	$	4,358
Total sales
Total sales

Power Systems segment external sales by product line were as follows:


		Three months ended				Six months ended
		June 30,				June 30,
		Three months ended
		Three months ended
		Three months ended
		March 31,
		March 31,
		March 31,
In millions
In millions
In millions	In millions	2023		2022		2023		2022
Power generation	Power generation	$	447	$	408	$	827	$	807
Power generation
Power generation
Industrial
Industrial
Industrial	Industrial	218		213		407		401
Generator technologies	Generator technologies	129		113		239		209
Generator technologies
Generator technologies
Total sales
Total sales
Total sales	Total sales	$	794	$	734	$	1,473	$	1,417

1211

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NOTE 3. PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We sponsor funded and unfunded domestic and foreign defined benefit pension and other postretirement benefit (OPEB) plans. Contributions to these plans were as follows:


		Three months ended
		Three months ended
		Three months ended

		Three months ended				Six months ended
		June 30,				June 30,
In millions	In millions	2023		2022		2023		2022
In millions
In millions

Defined benefit pension contributions

Defined benefit pension contributions

Defined benefit pension contributions	Defined benefit pension contributions	$	6	$	6	$	94	$	39

OPEB payments, net	OPEB payments, net	5		6		9		16

OPEB payments, net

OPEB payments, net

Defined contribution pension plans	Defined contribution pension plans	30		20		73		56

Defined contribution pension plans

Defined contribution pension plans

We anticipate making additional defined benefit pension contributions during the remainder of ~~2023~~2024 of ~~$20~~$29 million for our U.S. and U.K. qualified and non-qualified pension plans. These contributions may be made from trusts or company funds either to increase pension assets or to make direct benefit payments to plan participants. We expect our ~~2023~~2024 annual net periodic pension cost to ~~be near zero.~~approximate $34 million.

The components of net periodic pension and OPEB expense (income) under our plans were as follows:

Pension
U.S. Plans U.K. Plans OPEB
Three months ended June 30,
In millions 2023 2022 2023 2022 2023 2022
Service cost $ 29 $ 34 $ 4 $ 8 $ — $ —
Interest cost 42 22 18 9 2 1
Expected return on plan assets (69) (52) (27) (20) — —
Amortization of prior service cost 1 — — — — —
Recognized net actuarial loss 2 6 — — — —
Net periodic benefit expense (income) $ 5 $ 10 $ (5) $ (3) $ 2 $ 1

Pension
U.S. Plans U.K. Plans OPEB
Six months ended June 30,
In millions 2023 2022 2023 2022 2023 2022
Service cost $ 58 $ 68 $ 8 $ 16 $ — $ —
Interest cost 84 44 35 18 4 2
Expected return on plan assets (138) (104) (52) (40) — —
Amortization of prior service cost 1 — — — — —
Recognized net actuarial loss (gain) 4 12 — 1 (1) —
Net periodic benefit expense (income) $ 9 $ 20 $ (9) $ (5) $ 3 $ 2


	Pension
	U.S. Plans				U.K. Plans				OPEB
	Three months ended March 31,
In millions	2024		2023		2024		2023		2024		2023
Service cost	$	35	$	29	$	4	$	4	$	—	$	—
Interest cost	42		42		18		17		2		2
Expected return on plan assets	(72)		(69)		(25)		(25)		—		—

Recognized net actuarial loss (gain)	3		2		3		—		(1)		(1)
Net periodic benefit expense (income)	$	8	$	4	$	—	$	(4)	$	1	$	1

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NOTE 4. EQUITY, ROYALTY AND INTEREST INCOME FROM INVESTEES

Equity, royalty and interest income from investees included in our Condensed Consolidated Statements of Net Income for the reporting ~~periods~~period was as follows:


		Three months ended
		Three months ended
		Three months ended

		Three months ended				Six months ended
		June 30,				June 30,
In millions	In millions	2023		2022		2023		2022
In millions
In millions
Manufacturing entities
Manufacturing entities
Manufacturing entities	Manufacturing entities
Dongfeng Cummins Engine Company, Ltd.	Dongfeng Cummins Engine Company, Ltd.	$	18	$	11	$	37	$	27
Dongfeng Cummins Engine Company, Ltd.
Dongfeng Cummins Engine Company, Ltd.
Chongqing Cummins Engine Company, Ltd.
Chongqing Cummins Engine Company, Ltd.
Chongqing Cummins Engine Company, Ltd.	Chongqing Cummins Engine Company, Ltd.	13		7		22		16
Beijing Foton Cummins Engine Co., Ltd.	Beijing Foton Cummins Engine Co., Ltd.	9		14		25		28
Beijing Foton Cummins Engine Co., Ltd.
Beijing Foton Cummins Engine Co., Ltd.
Tata Cummins, Ltd.	Tata Cummins, Ltd.	7		5		15		14
Tata Cummins, Ltd.
Tata Cummins, Ltd.
All other manufacturers
All other manufacturers
All other manufacturers	All other manufacturers	32		13		51		3		(1)

Distribution entities	Distribution entities

Distribution entities

Distribution entities
Komatsu Cummins Chile, Ltda.	Komatsu Cummins Chile, Ltda.	13		12		27		19
Komatsu Cummins Chile, Ltda.
Komatsu Cummins Chile, Ltda.
All other distributors
All other distributors
All other distributors	All other distributors	4		3		7		5

Cummins share of net income	Cummins share of net income	96		65		184		112

Cummins share of net income

Cummins share of net income
Royalty and interest income	Royalty and interest income	37		30		68		79
Royalty and interest income
Royalty and interest income
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees	Equity, royalty and interest income from investees	$	133	$	95	$	252	$	191

(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. See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.

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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 received all applicable merger control and regulatory approvals during or prior to April 2024, and the joint venture formation and initial funding are expected to be finalized in the second quarter of 2024.

NOTE 5. INCOME TAXES

Our effective tax rates for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, were ~~22.3~~8.7 percent and ~~22.0 percent, respectively. Our effective tax rates for the three and six months ended June 30, 2022, were 17.3 percent and 21.1~~21.7 percent, respectively.

The three months ended ~~June 30,~~March 31, 2024, contained favorable discrete tax items primarily due to the $1.3 billion non-taxable gain on the Atmus split-off. Other discrete tax items were $21 million favorable primarily due to adjustments related to audit settlements.

The three months ended March 31, 2023, contained ~~net unfavorable~~favorable discrete tax items of $3 ~~million.~~

~~The six months ended June 30, 2023, contained net discrete tax amounts of zero, as the result of offsetting amounts for the first two quarters,~~million, primarily due to share-based compensation tax ~~benefits and other discrete items.~~

The three months ended June 30, 2022, contained favorable discrete items of $36 million, primarily due to $36 million of favorable changes in tax reserves, $10 million of favorable changes associated with the indefinite suspension in our Russian operations and $8 million of net favorable other discrete tax items, partially offset by $18 million of unfavorable tax costs associated with internal restructuring ahead of the planned separation of Atmus.

The six months ended June 30, 2022, contained favorable net discrete tax items of $5 million, primarily due to $27 million of favorable changes in tax reserves and $4 million of net favorable other discrete tax items, partially offset by $18 million of unfavorable tax costs associated with internal restructuring ahead of the planned separation of Atmus and $8 million of unfavorable changes associated with the indefinite suspension in our Russian operations.

benefits.

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NOTE 6. MARKETABLE SECURITIES

A summary of marketable securities, all of which were classified as current, was as follows:


		June 30, 2023						December 31, 2022							March 31, 2024			December 31, 2023
In millions	In millions	Cost		Gross unrealized gains/(losses) (1)		Estimated fair value		Cost		Gross unrealized gains/(losses) (1)		Estimated fair value		In millions	Cost	Gross unrealized gains/(losses) (1)	Estimated fair value		Cost	Gross unrealized gains/(losses) (1)	Estimated fair value

Equity securities
Equity securities
Equity securities	Equity securities

Certificates of deposit

Certificates of deposit

Certificates of deposit
Debt mutual funds	Debt mutual funds	$	244	$	(5)	$	239	$	238	$	(5)	$	233
Certificates of deposit		242		—		242		209		—		209

Equity mutual funds	Equity mutual funds	29		2		31		25		3		28

Equity mutual funds

Equity mutual funds

Debt securities
Debt securities
Debt securities	Debt securities	—		—		—		2		—		2

Marketable securities	Marketable securities	$	515	$	(3)	$	512	$	474	$	(2)	$	472

Marketable securities

Marketable securities

(1) Unrealized gains and losses for debt securities are recorded in other comprehensive income while unrealized gains and losses for equity securities are recorded in our Condensed Consolidated Statements of Net Income.
(1) Unrealized gains and losses for debt securities are recorded in other comprehensive income while unrealized gains and losses for equity securities are recorded in our Condensed Consolidated Statements of Net Income.
(1) Unrealized gains and losses for debt securities are recorded in other comprehensive income while unrealized gains and losses for equity securities are recorded in our Condensed Consolidated Statements of Net Income.

All debt securities are classified as available-for-sale. All marketable securities presented use a Level 2 fair value measure. The fair value of Level 2 securities is estimated using actively quoted prices for similar instruments from brokers and observable inputs where available, including market transactions and third-party pricing services, or net asset values provided to investors. We do not currently have any Level 3 securities, and there were no transfers between Level 2 or 3 during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, or the year ended December 31, ~~2022.~~2023.

A description of the valuation techniques and inputs used for our Level 2 fair value measures is as follows:

•~~Debt mutual funds~~ — The fair value measures for the vast majority of these investments are the daily net asset values published on a regulated governmental website. Daily quoted prices are available from the issuing brokerage and are used on a test basis to corroborate this Level 2 input measure.

•Certificates of deposit — These investments provide us with a contractual rate of return and generally range in maturity from three months to five years. The counterparties to these investments are reputable financial institutions with investment grade credit ratings. Since these instruments are not tradable and must be settled directly by us with the respective financial institution, our fair value measure is the financial institution's month-end statement.

•Debt mutual funds — The fair value measures for the vast majority of these investments are the daily net asset values published on a regulated governmental website. Daily quoted prices are available from the issuing brokerage and are used on a test basis to corroborate this Level 2 input measure.

•Equity mutual funds — The fair value measures for these investments are the net asset values published by the issuing brokerage. Daily quoted prices are available from reputable third-party pricing services and are used on a test basis to corroborate this Level 2 input measure.

•Debt securities — The fair value measures for these securities are broker quotes received from reputable firms. These securities are infrequently traded on a national exchange and these values are used on a test basis to corroborate our Level 2 input measure.

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The proceeds from sales and maturities of marketable securities were as follows:


			Six months ended
			June 30,
			Three months ended
			Three months ended
			Three months ended
		March 31,								March 31,
In millions	In millions			2023		2022		In millions	2024		2023
Proceeds from sales of marketable securities	Proceeds from sales of marketable securities			$	509	$	346
Proceeds from maturities of marketable securities	Proceeds from maturities of marketable securities			111		115
Investments in marketable securities - liquidations	Investments in marketable securities - liquidations			$	620	$	461

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NOTE 7. INVENTORIES

Inventories are stated at the lower of cost or net realizable value. Inventories included the following:


In millions	In millions	June 30, 2023		December 31, 2022		In millions	March 31, 2024	December 31, 2023
Finished products	Finished products	$	3,169	$	2,917
Work-in-process and raw materials	Work-in-process and raw materials	3,102		2,926
Inventories at FIFO cost	Inventories at FIFO cost	6,271		5,843
Excess of FIFO over LIFO	Excess of FIFO over LIFO	(245)		(240)
Inventories	Inventories	$	6,026	$	5,603

NOTE 8. SUPPLEMENTAL BALANCE SHEET DATA

Other assets included the following:

In millions June 30,
2023 December 31,
2022
Deferred income taxes $ 767 $ 625
Operating lease assets 514 492
Corporate owned life insurance 409 390
Other 540 633
Other assets $ 2,230 $ 2,140



In millions	March 31, 2024		December 31, 2023
Deferred income taxes	$	950	$	1,082
Operating lease assets	455		501
Corporate owned life insurance	419		417

Other	550		543
Other assets	$	2,374	$	2,543

Other accrued expenses included the following:

In millions June 30,
2023 December 31,
2022
Marketing accruals $ 348 $ 316
Other taxes payable 233 224
Income taxes payable 202 173
Current portion of operating lease liabilities 135 132
Other 719 620
Other accrued expenses $ 1,637 $ 1,465

~~Other liabilities included the following:~~

In millions June 30,
2023 December 31,
2022
Accrued product warranty (1)
$ 778 $ 744
Deferred income taxes 615 649
Pensions 441 445
Operating lease liabilities 386 368
Accrued compensation 183 184
Mark-to-market valuation on interest rate derivatives 138 151
Other postretirement benefits 138 141
Long-term income taxes 116 192
Other long-term liabilities 511 437
Other liabilities $ 3,306 $ 3,311
(1) See NOTE 10, "PRODUCT WARRANTY LIABILITY," to our Condensed Consolidated Financial Statements for additional information.



In millions	March 31, 2024		December 31, 2023
Settlement Agreements (1)	$	1,938	$	1,938
Income taxes payable	361		242
Marketing accruals	340		399
Other taxes payable	222		296
Current portion of operating lease liabilities	129		138
Other	707		741
Other accrued expenses	$	3,697	$	3,754

(1) See NOTE 11, "COMMITMENTS AND CONTINGENCIES," for additional information.

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Other liabilities included the following:



In millions	March 31, 2024		December 31, 2023

Accrued product warranty (1)	$	816	$	777
Pensions	495		530
Deferred income taxes	355		530
Operating lease liabilities	332		374
Accrued compensation	186		213
Mark-to-market valuation on interest rate derivatives	124		117
Other postretirement benefits	123		131
Long-term income taxes	111		111
Other	666		647
Other liabilities	$	3,208	$	3,430

(1) See NOTE 10, "PRODUCT WARRANTY LIABILITY," for additional information.

NOTE 9. DEBT

Loans Payable and Commercial Paper

Loans payable, commercial paper and the related weighted-average interest rates were as follows:

In millions

June 30,
2023

December 31,
2022

Loans payable (1)

419

210

Loans payable (1)

Commercial paper (2)

1,617

2,574

(1) Loans payable consist primarily of notes payable to various domestic and international financial institutions. It is not practicable to aggregate these notes and calculate a quarterly weighted-average interest rate.

(2) The weighted-average interest rate, inclusive of all brokerage fees, was 5.14 percent and 4.27 percent at June 30, 2023 and December 31, 2022, respectively.

(2) The weighted-average interest rate, inclusive of all brokerage fees, was 5.23 percent and 5.43 percent at March 31, 2024, and December 31, 2023, respectively.

We can issue up to $4.0 billion of unsecured, short-term promissory notes (commercial paper) pursuant to the Board of Directors ~~(the Board)~~ authorized commercial paper programs. These programs facilitate the private placement of unsecured short-term debt through third-party brokers. We intend to use the net proceeds from the commercial paper borrowings for ~~acquisitions and~~ general corporate purposes.

Revolving Credit Facilities

On June 5, 2023, we entered into an amended and restated 364-day credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 3, 2024. This credit agreement amended and restated the prior $1.5 billion 364-day credit facility that matured on August 16, 2023. In connection with the 364-day credit agreement, effective June 5, 2023, we terminated our $500 million incremental 364-day credit agreement dated August 17, 2022.

~~We have access to~~Our committed credit facilities ~~totaling~~provide access up to $4.0 billion, including our $2.0 billion 364-day facility that expires June 3, 2024, and our $2.0 billion five-year facility that expires on August 18, 2026. We intend to maintain credit facilities at the current or higher aggregate amounts by renewing or replacing these facilities at or before expiration. These revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. There were no outstanding borrowings under these facilities at ~~June 30, 2023~~March 31, 2024, and December 31, ~~2022.~~2023. At ~~June 30, 2023,~~March 31, 2024, the ~~$1.6 billion~~$609 million of outstanding commercial paper effectively reduced the $4.0 billion of revolving credit capacity to ~~$2.4~~$3.4 billion.

At ~~June 30, 2023,~~March 31, 2024, we also had an additional ~~$221~~$396 million available for borrowings under our international and other domestic credit facilities.

~~On May 26, 2023, Atmus borrowed $50 million of its $400 million revolving credit facility. See "Atmus Credit Agreement" section below for additional details.~~

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Long-term Debt

A summary of long-term debt was as follows:

In millions

Interest Rate

June 30,
2023

December 31,
2022

In millions

Interest Rate

March 31,
2024

December 31,
2023

Long-term debt

Senior notes, due 2023 (1)

3.65%

500

Hydrogenics promissory notes, due 2024 and 2025 (2)

—%

160

—

Term loan, due 2025 (3)

Variable

1,400

1,550

Senior notes, due 2025 (4)

0.75%

500

Atmus revolving credit facility, due 2027 (5)

Variable

—

Atmus term loan, due 2027 (5)

Variable

600

—

Hydrogenics promissory notes, due 2024 and 2025

Term loan, due 2025 (1) (2)

Senior notes, due 2025 (3)

Atmus term loan, due 2027 (4)

Debentures, due 2027

6.75%

Debentures, due 2028

7.125%

250

Senior notes, due 2030 (4)

1.50%

850

Senior notes, due 2029

Senior notes, due 2030 (3)

Senior notes, due 2034

Senior notes, due 2043

4.875%

500

Senior notes, due 2050

2.60%

650

Senior notes, due 2054

Debentures, due 2098 ~~(6)~~(5)

5.65%

165

Other debt

121

Other debt

Unamortized discount and deferred issuance costs

(77)

(64)

Fair value adjustments due to hedge on indebtedness

(121)

(122)

Finance leases

111

113

Total long-term debt

5,664

5,071

Less: Current maturities of long-term debt

575

573

Long-term debt

5,089

4,498

(1) Senior notes, due 2023, are classified as current maturities of long-term debt.

(2) See NOTE 16, "ACQUISITIONS," to our Condensed Consolidated Financial Statements for additional information.

(3) During the first six months of 2023, we paid down $150 million of the term loan.

(4) In 2021, we entered into a series of interest rate swaps to effectively convert from a fixed rate to floating rate. See "Interest Rate Risk" in NOTE 13, "DERIVATIVES," to our Condensed Consolidated Financial Statements for additional information.

(5) See "Atmus Credit Agreement" section below for additional information.

(6) The effective interest rate is 7.48 percent.

(1) During the first three months of 2024, we paid down $650 million of the term loan.

(2) In 2023, we entered into a series of interest rate swaps in order to trade a portion of the floating rate debt into fixed rate. See "Interest Rate Risk" in NOTE 13, "DERIVATIVES," for additional information.

(3) In 2021, we entered into a series of interest rate swaps to effectively convert debt from a fixed rate to floating rate. See "Interest Rate Risk" in NOTE 13, "DERIVATIVES," for additional information.

(4) See NOTE 14, "ATMUS DIVESTITURE," for additional information.

(5) The effective interest rate is 7.48 percent.

On February 20, 2024, we issued $2.25 billion aggregate principal amount of senior unsecured notes consisting of $500 million aggregate principal amount of 4.90 percent senior unsecured notes due in 2029, $750 million aggregate principal amount of 5.15 percent senior unsecured notes due in 2034 and $1.0 billion aggregate principal amount of 5.45 percent senior unsecured notes due in 2054. We received net proceeds of $2.2 billion. The senior unsecured notes pay interest semi-annually on February 20 and August 20, commencing on August 20, 2024. The indenture governing the senior unsecured notes contains covenants that, among other matters, limit (i) our ability to consolidate or merge into, or sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our and our subsidiaries' assets to another person, (ii) our and certain of our subsidiaries' ability to create or assume liens and (iii) our and certain of our subsidiaries' ability to engage in sale and leaseback transactions.

Principal payments required on long-term debt during the next five years are as follows:


In millions	In millions	2023		2024		2025		2026		2027
In millions
In millions												2024	2025	2026	2027	2028
Principal payments	Principal payments	$	550	$	98	$	2,016	$	9	$	715

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Fair Value of Debt

Based on borrowing rates currently available to us for bank loans with similar terms and average maturities, considering our risk premium, the fair values and carrying values of total debt, including current maturities, were as follows:

In millions June 30,
2023 December 31,
2022
Fair value of total debt (1)
$ 7,280 $ 7,400
Carrying value of total debt 7,700 7,855
(1) The fair value of debt is derived from Level 2 input measures.

~~Table of Contents~~

~~Atmus Credit Agreement~~

On February 15, 2023, certain of our subsidiaries entered into an amendment to the $1.0 billion credit agreement (Credit Agreement), consisting of a $400 million revolving credit facility and a $600 million term loan facility, in anticipation of the separation of our filtration business, which extended the date on which the Credit Agreement terminates from March 30, 2023 to June 30, 2023. On May 26, 2023, Atmus drew down the entire $600 million term loan facility and borrowed $50 million under the revolving credit facility. Borrowings under the Credit Agreement mature in September 2027 and bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable borrower’s election. Generally, U.S. dollar-denominated loans bear interest at adjusted term Secured Overnight Financing Rate (SOFR) (which includes a 0.10 percent credit spread adjustment to term SOFR) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent. The Credit Agreement contains customary events of default and financial and other covenants, including maintaining a net leverage ratio of 4.0 to 1.0 and a minimum interest coverage ratio of 3.0 to 1.0. See NOTE 15, "FORMATION OF ATMUS AND IPO," to our ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~


In millions	March 31, 2024		December 31, 2023
Fair value of total debt (1)	$	6,491	$	6,375
Carrying value of total debt	6,835		6,696

(1) The fair value of debt is derived from Level 2 input measures.

NOTE 10. PRODUCT WARRANTY LIABILITY

A tabular reconciliation of the product warranty liability, including the deferred revenue related to our extended warranty coverage and accrued product campaigns, was as follows:


			Six months ended
			June 30,
		Three months ended								Three months ended
		March 31,								March 31,
In millions	In millions		2023		2022		In millions	2024	2023
Balance, beginning of year			$	2,477	$	2,425
Balance at beginning of year
Provision for base warranties issued	Provision for base warranties issued		301		267
Deferred revenue on extended warranty contracts sold	Deferred revenue on extended warranty contracts sold		166		145
Provision for product campaigns issued	Provision for product campaigns issued		12		65
Payments made during period	Payments made during period		(283)		(289)

Amortization of deferred revenue on extended warranty contracts	Amortization of deferred revenue on extended warranty contracts		(152)		(146)
Amortization of deferred revenue on extended warranty contracts
Amortization of deferred revenue on extended warranty contracts
Changes in estimates for pre-existing product warranties and campaigns	Changes in estimates for pre-existing product warranties and campaigns		22		(47)
Acquisitions			—		97

Foreign currency translation adjustments and other
Foreign currency translation adjustments and other
Foreign currency translation adjustments and other	Foreign currency translation adjustments and other		2		9

Balance, end of period			$	2,545	$	2,526
Balance at end of period
Balance at end of period
Balance at end of period

We recognized supplier recoveries of ~~$2 million and $12~~$22 million for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, compared with $10 million ~~and $23 million~~ for the comparable ~~periods~~period in ~~2022.~~2023.

Warranty related deferred revenues and warranty liabilities on our Condensed Consolidated Balance Sheets were as follows:


In millions	In millions	June 30, 2023		December 31, 2022		Balance Sheet Location	In millions	March 31, 2024			December 31, 2023				Balance Sheet Location
Deferred revenue related to extended coverage programs	Deferred revenue related to extended coverage programs						Deferred revenue related to extended coverage programs
Current portion	Current portion	$	285	$	290	Current portion of deferred revenue	Current portion	$	274	$	$	279	Current portion of deferred revenue			Current portion of deferred revenue
Long-term portion	Long-term portion	731		717		Deferred revenue	Long-term portion	797		774		774		Deferred revenue			Deferred revenue
Total	Total	$	1,016	$	1,007		Total	$	1,071	$	$	1,053

Product warranty	Product warranty
Product warranty
Product warranty
Current portion	Current portion	$	751	$	726	Current portion of accrued product warranty	Current portion	$	652	$	$	667	Current portion of accrued product warranty			Current portion of accrued product warranty
Long-term portion	Long-term portion	778		744		Other liabilities	Long-term portion	816		777		777		Other liabilities			Other liabilities
Total	Total	$	1,529	$	1,470		Total	$	1,468	$	$	1,444

Total warranty accrual
Total warranty accrual
Total warranty accrual	Total warranty accrual	$	2,545	$	2,477

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NOTE 11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are subject to numerous lawsuits and claims arising out of the ordinary course of our business, including actions related to product liability; personal injury; the use and performance of our products; warranty matters; product recalls; patent, trademark or other intellectual property infringement; contractual liability; the conduct of our business; tax reporting in foreign jurisdictions; distributor termination; workplace safety; environmental ~~matters;~~and regulatory matters, including the enforcement of environmental and emissions standards; and asbestos claims. We also have been identified as a potentially responsible party at multiple waste disposal sites under U.S. federal and related state environmental statutes and regulations and may have joint and several liability for any investigation and remediation costs incurred with respect to such sites. We have denied liability with respect to many of these lawsuits, claims and proceedings and are vigorously defending such lawsuits, claims and proceedings. We carry various forms of commercial, property and casualty, product liability and other forms of insurance; however, such insurance may not be applicable or adequate to cover the costs associated with a judgment against us with respect to these lawsuits, claims and proceedings. We do not believe that these lawsuits are material individually or in the aggregate. While we believe we have also established adequate accruals for our expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably estimated based upon then presently available information, there can be no assurance that the final resolution of any existing or future lawsuits, claims or proceedings will not have a material adverse effect on our business, results of operations, financial condition or cash flows.

We conduct significant business operations in Brazil that are subject to the Brazilian federal, state and local labor, social security, tax and customs laws. While we believe we comply with such laws, they are complex, subject to varying interpretations and we are often engaged in litigation regarding the application of these laws to particular circumstances.

~~On June 28, 2022, KAMAZ Publicly Traded Company (KAMAZ) was designated to~~In December 2023, we announced that we reached an agreement in principle with the ~~List~~EPA, CARB, the Environmental and Natural Resources Division of ~~Specially Designated Nationals and Blocked Persons by~~ the U.S. Department of Justice and the ~~Treasury’s~~California Attorney General’s Office ~~of Foreign Assets Control (OFAC). We filed blocked property reports for relevant assets and are seeking relevant authorizations~~ to extricate ourselves from our relationship with KAMAZ and its subsidiaries, including our unconsolidated joint venture with KAMAZ, in compliance with U.S. and other applicable laws. We received OFAC authorization on May 26, 2023. We are now waiting on approval from the Office of Financial Sanctions Implementation in the U.K., at which time we are able to execute the termination agreements with KAMAZ necessary to transfer our shares to KAMAZ and exit our unconsolidated joint venture with KAMAZ.

~~On April 29, 2019, we announced that we were conducting a formal internal review of~~resolve certain regulatory civil claims regarding our emissions certification ~~process~~ and compliance ~~with emission standards~~process for ~~our~~certain engines primarily used in pick-up truck applications ~~following conversations~~in the U.S., which became final and effective in April 2024 (collectively, the Settlement Agreements). As part of the Settlement Agreements, 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 other payments. Failure to comply with the ~~Environmental Protection Agency (EPA) and California Air Resources Board (CARB) regarding certification~~Settlement Agreements will subject us to stipulated penalties. We recorded a charge of ~~our engines~~$2.0 billion in ~~model year 2019 RAM 2500 and 3500 trucks. This review is being conducted with external advisors as we strive~~the fourth quarter of 2023 to ~~ensure~~resolve the ~~certification and compliance processes for all~~matters addressed by the Settlement Agreements involving approximately one million of our pick-up truck applications ~~are consistent with our internal policies, engineering standards and applicable laws. During conversations with~~in the ~~EPA and CARB about~~U.S. This charge was in addition to the ~~effectiveness~~previously announced charges 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 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. Most recently, the regulators have also raised concerns regarding the completenessrecalls of our disclosures in our certification applications for RAM 2500 and 3500 trucks for model years 2013 through 2023. We have also been in communication with Environmental and Climate Change Canada regarding similar issues relating to some of these very same platforms. In connection with these and other ongoing discussions with the EPA and CARB, we are developing a new software calibration and will recall model years 2013 through 2018 RAM 2500 and 3500 trucks. We accrued $30 million for the RAM recall during the first quarter of 2022, an amount that reflected our current estimate of the cost of that recall. We are also developing a new software calibrationtrucks and ~~hardware fix and will recall~~ model years 2016 through 2019 Titan trucks. We ~~accrued $29 million for the Titan recall during the third quarter of 2022, an amount that reflected our current estimate~~began making payments on certain of the ~~cost~~Settlement Agreements in April 2024; however, the majority of ~~that recall.~~the Settlement Agreement payments will be made in May 2024.

We ~~will continue~~have also been in communication with other non-U.S. regulators regarding matters related to ~~work together closely~~the emission systems in our engines and may also become subject to additional regulatory review in connection with ~~the relevant regulators to develop and implement recommendations for improvements and seek to reach further resolutions as part~~these matters.

In connection with our announcement of our ~~ongoing commitment~~entry into the agreement in principle, we became subject to ~~compliance. Based upon our discussions~~shareholder, consumer and third-party litigation regarding the matters covered by the Settlement Agreements, and we may become subject to ~~date~~additional litigation in connection with the regulators which are continuing, such resolutions may involve our agreeing to one or more consent decrees and paying civil penalties. Due to the presence of many unknown facts and circumstances, we are not yet able to estimate any further financial impact of these matters.

The consequences resulting from ~~our formal review~~the resolution of the foregoing matters are uncertain and ~~these regulatory processes likely will~~the related expenses and reputational damage could have a material adverse impact on our results of operations, financial condition and cash ~~flows, however we cannot yet reasonably estimate a loss or range of loss.~~

~~Table of Contents~~

flows.

Guarantees and Commitments

Periodically, we enter into guarantee arrangements, including guarantees of non-U.S. distributor financings, residual value guarantees on equipment under operating leases and other miscellaneous guarantees of joint ventures or third-party obligations. At ~~June 30, 2023,~~March 31, 2024, the maximum potential loss related to these guarantees was ~~$46~~$39 million.

We have arrangements with certain suppliers that require us to purchase minimum volumes or be subject to monetary penalties. At ~~June 30, 2023,~~March 31, 2024, if we were to stop purchasing from each of these suppliers, the aggregate amount of the penalty would be approximately ~~$160~~$584 million. These arrangements enable us to secure supplies of critical components and IT services. We do not currently anticipate paying any penalties under these contracts.

We enter into physical forward contracts with suppliers of platinum, palladium and ~~palladium~~iridium to purchase certain volumes of the commodities at contractually stated prices for various periods, which generally fall within two years. At ~~June 30, 2023,~~March 31, 2024, the total commitments under these contracts were ~~$60~~$64 million. These arrangements enable us to guarantee the prices of these commodities, which otherwise are subject to market volatility.

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We have guarantees with certain customers that require us to satisfactorily honor contractual or regulatory obligations, or compensate for monetary losses related to nonperformance. These performance bonds and other performance-related guarantees were ~~$145~~$192 million at ~~June 30, 2023.~~March 31, 2024.

Indemnifications

Periodically, we enter into various contractual arrangements where we agree to indemnify a third-party against certain types of losses. Common types of indemnities include:

•product liability and license, patent or trademark indemnifications;

•asset sale agreements where we agree to indemnify the purchaser against future environmental exposures related to the asset sold; and

•any contractual agreement where we agree to indemnify the counterparty for losses suffered as a result of a misrepresentation in the contract.

We regularly evaluate the probability of having to incur costs associated with these indemnities and accrue for expected losses that are probable. Because the indemnifications are not related to specified known liabilities and due to their uncertain nature, we are unable to estimate the maximum amount of the potential loss associated with these indemnifications.

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NOTE 12. ACCUMULATED OTHER COMPREHENSIVE LOSS

Following are the changes in accumulated other comprehensive income (loss) by component for the three months ended:

In millions Change in pension and OPEB plans Foreign currency
translation
adjustment Unrealized gain
(loss) on
derivatives Total
attributable to
Cummins Inc. Noncontrolling
interests Total
Balance at March 31, 2023 $ (436) $ (1,473) $ 86 $ (1,823)
Other comprehensive income (loss) before reclassifications
Before-tax amount — (111) 18 (93) $ (2) $ (95)
Tax benefit (expense) — 3 (2) 1 — 1
After-tax amount — (108) 16 (92) (2) (94)
Amounts reclassified from accumulated other comprehensive income (loss) (1)
2 — (4) (2) — (2)
Net current period other comprehensive income (loss) 2 (108) 12 (94) $ (2) $ (96)
Balance at June 30, 2023 $ (434) $ (1,581) $ 98 $ (1,917)
Balance at March 31, 2022 $ (330) $ (1,196) $ 11 $ (1,515)
Other comprehensive income (loss) before reclassifications
Before-tax amount — (235) 59 (176) $ (15) $ (191)
Tax benefit (expense) 1 5 (15) (9) — (9)
After-tax amount 1 (230) 44 (185) (15) (200)
Amounts reclassified from accumulated other comprehensive income (loss) (1)
5 — (1) 4 — 4
Net current period other comprehensive income (loss) 6 (230) 43 (2) (181) $ (15) $ (196)
Balance at June 30, 2022 $ (324) $ (1,426) $ 54 $ (1,696)
(1) Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.
(2) Primarily related to interest rate lock activity. See the Interest Rate Risk section in NOTE 13, "DERIVATIVES," for additional information.



In millions	Change in pension and OPEB plans		Foreign currency translation adjustment			Unrealized gain (loss) on derivatives		Total attributable to Cummins Inc.		Noncontrolling interests		Total
Balance at December 31, 2023	$	(848)	$	(1,457)		$	99	$	(2,206)
Other comprehensive income (loss) before reclassifications
Before-tax amount	(21)		(116)			22		(115)		$	(3)	$	(118)
Tax expense	3		(2)			(5)		(4)		—		(4)
After-tax amount	(18)		(118)			17		(119)		(3)		(122)
Amounts reclassified from accumulated other comprehensive income (loss) (1)	5		61		(2)	(5)		61		—		61

Net current period other comprehensive (loss) income	(13)		(57)			12		(58)		$	(3)	$	(61)
Balance at March 31, 2024	$	(861)	$	(1,514)		$	111	$	(2,264)

Balance at December 31, 2022	$	(427)	$	(1,552)		$	89	$	(1,890)
Other comprehensive income (loss) before reclassifications
Before-tax amount	(13)		75			(3)		59		$	3	$	62
Tax benefit	2		4			1		7		—		7
After-tax amount	(11)		79			(2)		66		3		69
Amounts reclassified from accumulated other comprehensive income (loss) (1)	2		—			(1)		1		—		1
Net current period other comprehensive (loss) income	(9)		79			(3)		67		$	3	$	70
Balance at March 31, 2023	$	(436)	$	(1,473)		$	86	$	(1,823)

(1) Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.
(2) Primarily related to the divestiture of Atmus. See NOTE 14, "ATMUS DIVESTITURE," for additional information.

~~Table of Contents~~

~~Following are the changes in accumulated other comprehensive income (loss) by component for the six months ended:~~

In millions Change in pension and OPEB plans Foreign currency
translation
adjustment Unrealized gain (loss) on derivatives Total
attributable to
Cummins Inc. Noncontrolling
interests Total
Balance at December 31, 2022 $ (427) $ (1,552) $ 89 $ (1,890)
Other comprehensive income (loss) before reclassifications
Before-tax amount (13) (36) 15 (34) $ 1 $ (33)
Tax benefit (expense) 2 7 (1) 8 — 8
After-tax amount (11) (29) 14 (26) 1 (25)
Amounts reclassified from accumulated other comprehensive income (loss) (1)
4 — (5) (1) — (1)
Net current period other comprehensive (loss) income (7) (29) 9 (27) $ 1 $ (26)
Balance at June 30, 2023 $ (434) $ (1,581) $ 98 $ (1,917)
Balance at December 31, 2021 $ (346) $ (1,208) $ (17) $ (1,571)
Other comprehensive income (loss) before reclassifications
Before-tax amount 14 (224) 95 (115) $ (23) $ (138)
Tax (expense) benefit (3) 6 (22) (19) — (19)
After-tax amount 11 (218) 73 (134) (23) (157)
Amounts reclassified from accumulated other comprehensive income (loss) (1)
11 — (2) 9 — 9
Net current period other comprehensive income (loss) 22 (218) 71 (2) (125) $ (23) $ (148)
Balance at June 30, 2022 $ (324) $ (1,426) $ 54 $ (1,696)
(1) Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.
(2) Primarily related to interest rate lock activity. See the Interest Rate Risk section in NOTE 13, "DERIVATIVES," for additional information.

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NOTE 13. DERIVATIVES

We are exposed to financial risk resulting from volatility in foreign exchange rates, interest rates and commodity prices. This risk is closely monitored and managed through the use of physical forward contracts (which are not considered derivatives), and financial derivative instruments including foreign currency forward contracts, commodity swap contracts and interest rate ~~swaps and locks.~~swaps. Financial derivatives are used expressly for hedging purposes and under no circumstances are they used for speculative purposes. When material, we adjust the estimated fair value of our derivative contracts for counterparty or our credit risk. None of our derivative instruments are subject to collateral requirements. Substantially all of our derivative contracts are subject to master netting arrangements, which provide us with the option to settle certain contracts on a net basis when they settle on the same day with the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event.

Foreign Currency Exchange Rate Risk

We had foreign currency forward contracts with notional amounts of ~~$4.4 billion and $3.6~~$5.0 billion at ~~June 30, 2023 and December~~March 31, ~~2022, respectively. The~~2024, with the following currencies ~~comprise~~comprising 86 ~~percent and 88~~ percent of outstanding foreign currency forward ~~contracts at June 30, 2023 and December 31, 2022, respectively:~~contracts: British pound, Chinese renminbi, Canadian dollar, Australian dollar and Euro. We had foreign currency forward contracts with notional amounts of $4.5 billion at December 31, 2023, with the following currencies comprising 85 percent of outstanding foreign currency forward contracts: British pound, Chinese renminbi, Canadian dollar, Australian dollar and Swedish kronor.

We are further exposed to foreign currency exchange risk as many of our subsidiaries are subject to fluctuations as the functional currencies of the underlying entities are not our U.S. dollar reporting currency. To help ~~minimize movements for certain investments,~~reduce volatility in the ~~third quarter~~equity value of ~~2022~~our subsidiaries, we ~~began entering~~enter into foreign exchange forwards designated as net investment hedges for certain of our investments. Under the current terms of our foreign exchange forwards, we agreed with third parties to sell British ~~pound~~pounds and Chinese renminbi in exchange for U.S. dollar currency at a specified rate at the maturity of the contract. The notional amount of these hedges at ~~June 30, 2023,~~March 31, 2024, was ~~$741 million.~~$1.0 billion.

The following table summarizes the net investment hedge activity in accumulated other comprehensive loss (AOCL):

Three months ended

Six months ended

June 30,

Three months ended

March 31,

In millions

2023

In millions

Type of Derivative

Gain (Loss)
Recognized in AOCL

Gain (Loss) Reclassified from AOCL into Earnings

Gain (Loss)
Recognized in AOCL

Gain (Loss) Reclassified from AOCL into Earnings

Foreign exchange forwards

(13)

—

(28)

—

Foreign exchange forwards

Interest Rate Risk

In September 2023, we entered into a series of interest rate swaps with a total notional value of $500 million in order to trade a portion of the floating rate into a fixed rate on our term loan, due in 2025. The maturity date of the interest rate swaps is August 1, 2025. The weighted-average interest rate of the interest rate swaps is 5.72 percent. We designated the swaps as cash flow hedges. The gains and losses on these derivative instruments are initially recorded in other comprehensive income and reclassified into earnings as interest expense in the Condensed Consolidated Financial Statements as each interest payment is accrued.

The following table summarizes the interest rate swap activity in AOCL:


	Three months ended
	March 31,
In millions	2024
Type of Swap	Gain (Loss) Recognized in AOCL		Gain (Loss) Reclassified from AOCL into Interest Expense
Interest rate swaps	$	3	$	—

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In 2021, we entered into a series of interest rate swaps to effectively convert our $500 million senior notes, due in 2025, from a fixed rate of 0.75 percent to a floating rate equal to the three-month ~~LIBOR~~London Interbank Offered Rate (LIBOR) plus a ~~spread.~~spread (subsequently adjusted to Secured Overnight Financing Rate (SOFR) under a fallback protocol in our derivative agreements in the third quarter of 2023), and $400 million of the notional amount remained unsettled at March 31, 2024. We also entered into a series of interest rate swaps to effectively convert $765 million of our $850 million senior notes, due in 2030, from a fixed rate of 1.50 percent to a floating rate equal to the three-month LIBOR plus a ~~spread.~~spread (also similarly adjusted to SOFR). We designated the swaps as fair value hedges. The gain or loss on these derivative instruments, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in current income as interest expense. The net swap settlements that accrue each period are also reported in the Condensed Consolidated Financial Statements as interest expense. In March 2023, we settled a portion of our 2021 interest rate swaps with a notional amount of $100 million. The $7 million loss on settlement will be amortized over the remaining term of the related debt.

The following table summarizes the gains and losses:

Three months ended Six months ended
June 30, June 30,
In millions 2023 2022 2023 2022
Type of Swap Gain (Loss)
on Swaps Gain (Loss) on Borrowings Gain (Loss)
on Swaps Gain (Loss) on Borrowings Gain (Loss)
on Swaps Gain (Loss) on Borrowings Gain (Loss)
on Swaps Gain (Loss) on Borrowings
Interest rate swaps (1)
$ (20) $ 16 $ (39) $ 34 $ 7 $ (6) $ (111) $ 114
(1) The difference between the gain (loss) on swaps and borrowings represents hedge ineffectiveness.

~~Table of Contents~~

In 2019, we entered into $350 million of interest rate lock agreements, and in 2020 we entered into an additional $150 million of lock agreements to reduce the variability of the cash flows of the interest payments on a total of $500 million of fixed rate debt forecast to be issued in 2023 to replace our senior notes at maturity. The terms of the rate locks mirror the time period of the expected fixed rate debt issuance and the expected timing of interest payments on that debt. The gains and losses on these derivative instruments are initially recorded in other comprehensive income and will be released to earnings in interest expense in future periods to reflect the difference in (1) the fixed rates economically locked in at the inception of the hedge and (2) the actual fixed rates established in the debt instrument at issuance. In December 2022, we settled certain rate lock agreements with notional amounts totaling $150 million for $49 million. In February 2023, we settled certain rate lock agreements with notional amounts totaling $100 million for $34 million. The $83 million of gains on settlements will remain in other comprehensive income and will be amortized over the term of the anticipated new debt as discussed above.

~~The following table summarizes the interest rate lock activity in AOCL:~~

Three months ended Six months ended
June 30, June 30,
In millions 2023 2022 2023 2022
Type of Swap Gain (Loss)
Recognized in AOCL Gain (Loss) Reclassified from AOCL into Interest Expense Gain (Loss)
Recognized in AOCL Gain (Loss) Reclassified from AOCL into Interest Expense Gain (Loss)
Recognized in AOCL Gain (Loss) Reclassified from AOCL into Interest Expense Gain (Loss)
Recognized in AOCL Gain (Loss) Reclassified from AOCL into Interest Expense
Interest rate locks $ 10 $ — $ 43 $ — $ 1 $ — $ 82 $ —

~~Cash Flow Hedging~~

~~The following table summarizes the effect on our~~ ~~Condensed Consolidated Statements of Net Income~~ ~~for derivative instruments classified as cash flow hedges. The table does not include amounts related to ineffectiveness as it was not material for the periods presented.~~

Three months ended Six months ended
June 30, June 30,
In millions 2023 2022 2023 2022
Gain (loss) reclassified from AOCL into income - Net sales (1)
$ 4 $ (1) $ 5 $ 2
Gain (loss) reclassified from AOCL into income - Cost of sales (1)(2)
1 1 1 (1)
(1) Includes foreign currency forward contracts.
(2) Includes commodity swap contracts.


	Three months ended
	March 31,
In millions	2024				2023
Type of Swap	Gain (Loss) on Swaps		Gain (Loss) on Borrowings		Gain (Loss) on Swaps		Gain (Loss) on Borrowings
Interest rate swaps (1)	$	(10)	$	14	$	27	$	(22)

(1) The difference between the gain (loss) on swaps and borrowings represents hedge ineffectiveness.

Derivatives Not Designated as Hedging Instruments

The following table summarizes the effect on our Condensed Consolidated Statements of Net Income for derivative instruments not designated as hedging instruments:

Three months ended Six months ended
June 30, June 30,
In millions 2023 2022 2023 2022
(Loss) gain recognized in income - Cost of sales (1)
$ (1) $ 3 $ (3) $ 2
Loss recognized in income - Other income (expense), net (1)
(44) (31) (17) (23)
(1) Includes foreign currency forward contracts.

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	Three months ended
	March 31,
In millions	2024		2023
Loss recognized in income - Cost of sales (1)	$	—	$	(2)
(Loss) gain recognized in income - Other income (expense), net (1)	(40)		27


(1) Includes foreign currency forward contracts.

Fair Value Amount and Location of Derivative Instruments

The following table summarizes the location and fair value of derivative instruments on our Condensed Consolidated Balance Sheets:


			Derivatives Designated as Hedging Instruments				Derivatives Not Designated as Hedging Instruments
		Derivatives Designated as Hedging Instruments												Derivatives Designated as Hedging Instruments			Derivatives Not Designated as Hedging Instruments
In millions	In millions		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		In millions	March 31, 2024	December 31, 2023		March 31, 2024	December 31, 2023
Notional amount	Notional amount		$	2,908	$	3,051	$	3,691	$	2,900

Derivative assets	Derivative assets
Prepaid expenses and other current assets			$	17	$	18	$	20	$	27
Derivative assets
Derivative assets
Prepaid expenses and other current assets (1)
Prepaid expenses and other current assets (1)
Prepaid expenses and other current assets (1)

Other assets			47		80		—		—
Total derivative assets (1)			$	64	$	98	$	20	$	27

Derivative liabilities	Derivative liabilities

Derivative liabilities

Derivative liabilities
Other accrued expenses
Other accrued expenses
Other accrued expenses	Other accrued expenses		$	21	$	19	$	17	$	3
Other liabilities	Other liabilities		138		151		—		—
Total derivative liabilities (1)	Total derivative liabilities (1)		$	159	$	170	$	17	$	3
											(1) Estimates of the fair value of all derivative assets and liabilities above are derived from Level 2 inputs, which are estimated using actively quoted prices for similar instruments from brokers and observable inputs where available, including market transactions and third-party pricing services, or net asset values provided to investors. We do not currently have any Level 3 input measures and there were no transfers into or out of Level 2 or 3 during the six months ended June 30, 2023, or the year ended December 31, 2022.
(1) Estimates of the fair value of all derivative assets and liabilities above are derived from Level 2 inputs, which are estimated using actively quoted prices for similar instruments from brokers and observable inputs where available, including market transactions and third-party pricing services, or net asset values provided to investors. We do not currently have any Level 3 input measures and there were no transfers into or out of Level 2 or 3 during the three months ended March 31, 2024, or the year ended December 31, 2023.
(1) Estimates of the fair value of all derivative assets and liabilities above are derived from Level 2 inputs, which are estimated using actively quoted prices for similar instruments from brokers and observable inputs where available, including market transactions and third-party pricing services, or net asset values provided to investors. We do not currently have any Level 3 input measures and there were no transfers into or out of Level 2 or 3 during the three months ended March 31, 2024, or the year ended December 31, 2023.
(1) Estimates of the fair value of all derivative assets and liabilities above are derived from Level 2 inputs, which are estimated using actively quoted prices for similar instruments from brokers and observable inputs where available, including market transactions and third-party pricing services, or net asset values provided to investors. We do not currently have any Level 3 input measures and there were no transfers into or out of Level 2 or 3 during the three months ended March 31, 2024, or the year ended December 31, 2023.

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We elected to present our derivative contracts on a gross basis in our Condensed Consolidated Balance Sheets. Had we chosen to present on a net basis, we would have derivatives in a net asset position of ~~$44~~$13 million and ~~$52~~$4 million and derivatives in a net liability position of ~~$136~~$130 million and ~~$100~~$148 million at ~~June 30, 2023~~March 31, 2024, and December 31, ~~2022,~~2023, respectively.

NOTE 14. ~~RUSSIAN OPERATIONS~~ATMUS DIVESTITURE

On March ~~17, 2022,~~18, 2024, we completed the Board indefinitely suspended our operations in Russia due to the ongoing conflict in Ukraine. At the time of suspension, our Russian operations included a wholly-owned distributor in Russia, an unconsolidated joint venture with KAMAZ (a Russian truck manufacturer) and direct sales into Russia from our other business segments. As a result of the indefinite suspension of operations, we evaluated the recoverability of assets in Russia and assessed other potential liabilities. We experienced an inability to collect customer receivables and may be the subject of litigation as a consequencedivestiture of our ~~indefinite suspension of commercial operations in Russia. The following summarizes the (recoveries) costs associated with the suspension of our Russian operations in our~~ ~~Condensed Consolidated Statements of Net Income:~~

Three months ended Six months ended
In millions June 30,
2022 June 30,
2022 Statement of Net Income Location
Inventory write-downs $ (40) $ 19 Cost of sales
Accounts receivable reserves — 43 Other operating expense, net
Impairment and other joint venture costs — 31 Equity, royalty and interest income from investees
Other (7) 18 Other operating expense, net
Total $ (47) $ 111

For the three and six months ended June 30, 2023, there were no material additional costs. We will continue to evaluate the situation as conditions evolve and may take additional actions as deemed necessary in future periods.

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~~NOTE 15. FORMATION OF ATMUS AND IPO~~

In connection with the completion of the IPO, through a series of asset and equity contributions, we transferred the filtration business to Atmus. In exchange, Atmus transferred consideration of approximately $650 million to Cummins, which consisted primarily of the net proceeds from a term loan facility and revolver executed by Atmus during May 2023. The commercial paper issued and retired through the IPO proceeds, coupled with the $650 million received, is intended to be used for the retirement of our historical debt, dividends and share repurchases. The difference between the commercial paper retired from the IPO, other IPO related fees and the net book value of our divested interest was $285 million and was recorded as an offset to additional paid-in capital. Of our consolidated cash and cash equivalents at June 30, 2023, $134 million is retained by Atmus for its working capital purposes. See~~NOTE 9, "DEBT~~," ~~to our~~ ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

We will continue to consolidate the financial position and results of Atmus, so long as we retain control. The earnings attributable to the divested, noncontrolling interest for the period from IPO until June 30, 2023, were not material for the three months ended June 30, 2023. At June 30, 2023, the noncontrolling interest associated with Atmus is reflected in noncontrolling interests in our ~~Condensed Consolidated Balance Sheets.~~

Subject to market conditions, we intend to make a tax-free split-off of Atmus, pursuant to which Cummins will offer its stockholders the option to exchange their shares of Cummins common stock for shares of Atmus common stock through a tax-free split-off. The transaction involved the exchange of our shares in ~~an exchange offer.~~

~~NOTE 16. ACQUISITIONS~~

~~Acquisitions~~Atmus for ~~the six months ended June 30, 2023 and 2022, were as follows:~~

Entity Acquired (Dollars in millions) Date of Acquisition Additional Percent Interest Acquired Payments to Former Owners Acquisition Related Debt Retirements
Total Purchase Consideration(1)
Type of Acquisition(2)
Goodwill Acquired
Intangibles Recognized(3)
2023
Hydrogenics Corporation (Hydrogenics) 06/29/23 19% $ 287 $ 48 $ 335 EQUITY $ — $ —
Teksid Hierro de Mexico, S.A. de C.V. (Teksid MX) 04/03/23 100% 150 — 150 COMB 25 —
2022 (4)
Jacobs Vehicle Systems (Jacobs) 04/08/22 100% $ 345 $ — $ 345 COMB $ 108 $ 164
Cummins Westport, Inc. (Westport JV) 02/07/22 50% 42 — 42 COMB — 20
(1) The "Total Purchase Consideration" represents the total amount that will or is estimated to be paid to complete the acquisition. Hydrogenics entered into three non-interest-bearing promissory notes with $175 million paid on July 31, 2023, and the remaining $160 million due in three installments through 2025.
(2) All results from acquired entities were included in segment results subsequent to the acquisition date. Previously consolidated entities were accounted for as equity transactions (EQUITY). Newly consolidated entities were accounted for as business combinations (COMB).
(3) Intangible assets acquired in the business combination were mostly customer, technology and trade name related.
(4) See Note 2, "ACQUISITIONS ," of the Notes to the Consolidated Financial Statements of our 2022 Form 10-K for additional information on prior year acquisitions.

~~Hydrogenics Corporation - Redeemable Noncontrolling Interest~~

~~On June 29, 2023, a share purchase agreement was executed~~shares of Cummins stock with a 197.0 percent ~~minority shareholder in one~~discount on the exchange ratio for Atmus shares. The exchange ratio was determined based on each entity's respective stock price using the daily volume weighted-average stock price for three days preceding the final exchange offer date. Based on the final exchange ratio, we exchanged all 67 million of our ~~businesses, Hydrogenics Corporation (Hydrogenics), whereby we agreed to pay~~Atmus shares for 5.6 million shares of Cummins stock, which was recorded as treasury stock based on the minority shareholder $335 million for their 19 percent ownership, including the settlement of shareholder loans of $48 million. As part of the share purchase agreement, Hydrogenics entered into three non-interest-bearing promissory notes with $175 million paid on July 31, 2023, and the remaining $160 million due in three installments through 2025. We recorded the non-interest-bearing promissory notes at their present value in our ~~Condensed Consolidated Financial Statements~~. The short-term amount was $175 million and recorded in loans payable at June 30, 2023. The long-term amount, net of unamortized debt discount, was $145 million and reflected in long-term debt at June 30, 2023.

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Prior to the execution of this transaction, the minority shareholder had, among other rights and subject to related obligations and restrictive covenants, rights that were exercisable between September 2022 and September 2026 to require us to (1) purchase such shareholder's shares (put option) at an amount up to the fair market value (calculated pursuant to a process outlined in the shareholders' agreement) and (2) sell to such shareholder Hydrogenics' electrolyzer business at an amount up to the fair market value of the electrolyzer business (calculated pursuant to a process outlined in the shareholders’ agreement). The estimated fair value of the ~~put option~~Cummins shares obtained.

We evaluated the full divestiture of Atmus and determined the transaction did not qualify for discontinued operation presentation. We recognized a gain related to the divestiture of approximately $1.3 billion (based on the difference between the fair value of the Cummins shares obtained less the carrying value of our Atmus investment), which was recorded as ~~redeemable noncontrolling interests~~other income in ~~our~~ ~~Condensed Consolidated Financial Statements~~ ~~with an offset to additional paid-in capital, and at December 31, 2022, the balance was $258 million. The redeemable noncontrolling interest balance was reduced to zero as of the acquisition date.~~

~~Teksid Hierro de Mexico, S.A. de C.V.~~

On April 3, 2023, we purchased all of the equity ownership interest of Teksid Hierro de Mexico, S.A. de C.V. (Teksid MX) and Teksid, Inc. from Stellantis N.V. for approximately $150 million, subject to certain adjustments set forth in the agreement. Teksid MX operates a cast iron foundry located in Monclova, Mexico, which primarily forges blocks and heads used in our and other manufacturers’ engines. Teksid, Inc. facilitates the commercialization of Teksid MX products in North America. Since we are the primary customer of the foundry, the acquisition is not expected to result in material incremental sales to our business. Approximately $90 million of the purchase price was allocated to property, plant and equipment. The remainder was allocated primarily to working capital assets and liabilities (including approximately $16 million of cash and cash equivalents) and resulted in approximately $25 million of goodwill, none of which is deductible for tax purposes. The values assigned to individual assets acquired and liabilities assumed are preliminary based on management’s current best estimate and subject to change as certain matters are finalized. The primary areas that remain open are related to deferred taxes and other tax contingencies. The results of the business were reported in our Engine segment. Pro forma financial information for the acquisition was not presented as the effects are not material to our ~~Condensed Consolidated Financial Statements.~~

~~Meritor, Inc.~~

During the second quarter of 2023, we finalized our accounting for the Meritor, Inc. acquisition. The primary components of the change were to increase contingent liabilities by $62 million offset by finalization of deferred taxes and tax reserves, with a net increase to goodwill of $26 million. There was no impact to the Condensed Consolidated Statements of Net Incomefor ~~any~~the three months ended March 31, 2024. Approximately $114 million of goodwill was included in the carrying value of the ~~changes.~~

~~Pending Acquisition~~

~~In May 2023, we agreed to purchase from~~Atmus investment for purposes of calculating the ~~Forvia Group, Faurecia's U.S. and Europe commercial vehicle exhaust business for approximately €142 million, subject to final working capital and other adjustments.~~gain. The ~~transaction is expected to close~~operating results of Atmus were reported in the ~~fourth quarter.~~Condensed Consolidated Financial Statements through March 18, 2024, the date of divestiture.

As part of the divestiture, the $600 million term loan remained with Atmus after the split. In addition, a net $61 million of other comprehensive income and $19 million of noncontrolling interests related to Atmus were written-off and netted against the gain recognized upon the split.

We entered into a transitional services agreement (TSA) with Atmus that is designed to facilitate the orderly transfer of various services to Atmus. The TSA relates primarily to administrative services, which are generally to be provided over the next 24 months. This ~~acquisition will be included in our Components segment with the emission solutions business unit. Since we are the primary customer of this business, the acquisition~~agreement is not ~~expected~~material and does not confer upon us the ability to ~~result in material incremental sales~~influence the operating and/or financial policies of Atmus subsequent to ~~our business.~~March 18, 2024.

NOTE ~~17.~~15. OPERATING SEGMENTS

Operating segments under GAAP are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer.

Our reportable operating segments consist of Components, Engine, Distribution, Power Systems and Accelera. This reporting structure is organized according to the products and markets each segment serves. The Components segment sells ~~filtration products, aftertreatment systems, turbochargers, electronics, fuel systems, automated transmissions,~~ axles, drivelines, brakes and suspension ~~systems.~~systems for commercial diesel and natural gas applications, aftertreatment systems, turbochargers, fuel systems, valvetrain technologies, automated transmissions and electronics. The Engine segment produces engines (15 liters and smaller) and associated parts for sale to customers in on-highway and various off-highway markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, agriculture, power generation systems and other off-highway applications. The Distribution segment includes wholly-owned and partially-owned distributorships engaged in wholesaling engines, generator sets and service parts, as well as performing service and repair activities on our products and maintaining relationships with various OEMs throughout the world. The Power Systems segment is an integrated power provider, which designs, manufactures and sells engines (16 liters and larger) for industrial applications (including mining, oil and gas, marine and rail), standby and prime power generator sets, alternators and other power components. The Accelera segment designs, manufactures, sells and supports hydrogen production ~~solutions~~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 continue to serve all our markets as they adopt electrification and alternative power technologies, meeting the needs of our OEM partners and end customers.

~~Table of Contents~~

We use segment earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests (EBITDA) as the basis for the CODM 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. Segment amounts exclude certain expenses not specifically identifiable to segments.

The accounting policies of our operating segments are the same as those applied in our Condensed Consolidated Financial Statements. We prepared the financial results of our operating segments on a basis that is consistent with the manner in which we internally disaggregate financial information to assist in making internal operating decisions. We allocate certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance

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with GAAP. These include certain costs and expenses of shared services, such as information technology, human resources, legal, finance and supply chain management. We do not allocate gains or losses of corporate owned life insurance and the gain and certain ~~Atmus separation~~ costs related to ~~individual segments.~~the divestiture of Atmus. See NOTE 14, "ATMUS DIVESTITURE," for additional information. EBITDA may not be consistent with measures used by other companies.

As previously announced, 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 from investees and segment EBITDA line items for the current and prior year. 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.

~~Table of Contents~~

Summarized financial information regarding our reportable operating segments for the three ~~and six~~ months ended ~~June 30, 2023 and 2022~~ is shown in the table below:

In millions Components Engine Distribution Power Systems Accelera Total Segments
Three months ended June 30, 2023
External sales $ 2,924 $ 2,263 $ 2,576 $ 794 $ 81 $ 8,638
Intersegment sales 501 725 19 663 4 1,912
Total sales 3,425 2,988 2,595 1,457 85 10,550
Research, development and engineering expenses 103 148 15 66 52 384
Equity, royalty and interest income (loss) from investees 24 71 24 18 (4) 133
Interest income 7 7 8 2 1 25
Segment EBITDA 486 (1) 425 299 201 (114) 1,297
Depreciation and amortization (2)
125 56 28 32 15 256
Three months ended June 30, 2022
External sales $ 1,477 $ 2,092 $ 2,247 $ 734 $ 36 $ 6,586
Intersegment sales 473 683 6 469 6 1,637
Total sales 1,950 2,775 2,253 1,203 42 8,223
Research, development and engineering expenses 73 116 13 58 39 299
Equity, royalty and interest income (loss) from investees 9 58 21 10 (3) 95
Interest income 2 1 3 1 — 7
Russian suspension (recoveries) costs (3)
(2) 1 (45) (1) — (47)
Segment EBITDA 352 421 297 128 (79) 1,119
Depreciation and amortization (2)
49 49 29 31 8 166
Six months ended June 30, 2023
External sales $ 5,967 $ 4,515 $ 4,975 $ 1,473 $ 161 $ 17,091
Intersegment sales 1,015 1,459 26 1,327 9 3,836
Total sales 6,982 5,974 5,001 2,800 170 20,927
Research, development and engineering expenses 194 282 29 129 100 734
Equity, royalty and interest income (loss) from investees 45 136 48 31 (8) 252
Interest income 13 10 15 4 1 43
Segment EBITDA 993 (1) 882 634 420 (208) 2,721
Depreciation and amortization (2)
248 107 56 61 29 501
Six months ended June 30, 2022
External sales $ 2,994 $ 4,141 $ 4,358 $ 1,417 $ 61 $ 12,971
Intersegment sales 944 1,387 12 946 12 3,301
Total sales 3,938 5,528 4,370 2,363 73 16,272
Research, development and engineering expenses 149 225 26 122 75 597
Equity, royalty and interest income (loss) from investees 37 100 (4) 37 21 (4) 191
Interest income 3 5 5 2 — 15
Russian suspension costs (3)
4 33 (5) 55 19 — 111
Segment EBITDA 672 811 407 218 (144) 1,964
Depreciation and amortization (2)
92 100 57 62 15 326
(1) Includes $18 million and $30 million of costs associated with the IPO and separation of Atmus for the three and six months ended June 30, 2023, respectively. See NOTE 15, "FORMATION OF ATMUS AND IPO," to our Condensed Consolidated Financial Statements for additional information.
(2) Depreciation and amortization, as shown on a segment basis, excludes the amortization of debt discount and deferred costs included in the Condensed Consolidated Statements of Net Income as interest expense. The amortization of debt discount and deferred costs was $2 million and $2 million for the six months ended June 30, 2023 and June 30, 2022, respectively. A portion of depreciation expense is included in research, development and engineering expenses.
(3) See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(4) 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. See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(5) Includes $31 million of Russian suspension costs reflected in the equity, royalty and interest income (loss) from investees line above.


In millions	Components			Engine		Distribution		Power Systems		Accelera		Total Segments
Three months ended March 31, 2024
External sales	$	2,842		$	2,240	$	2,529	$	708	$	84	$	8,403
Intersegment sales	490			688		6		681		9		1,874
Total sales	3,332			2,928		2,535		1,389		93		10,277



Research, development and engineering expenses	84			154		14		60		55		367
Equity, royalty and interest income (loss) from investees	26			57		24		19		(3)		123

Interest income	8			7		11		3		—		29



Segment EBITDA	473		(1)	414		294		237		(101)		1,317
Depreciation and amortization (2)	125			58		31		34		14		262



Three months ended March 31, 2023
External sales	$	3,043		$	2,252	$	2,399	$	679	$	80	$	8,453
Intersegment sales	514			734		7		664		5		1,924
Total sales	3,557			2,986		2,406		1,343		85		10,377



Research, development and engineering expenses	91			134		14		63		48		350
Equity, royalty and interest income (loss) from investees	21			65		24		13		(4)		119

Interest income	6			3		7		2		—		18
Segment EBITDA	507		(3)	457		335		219		(94)		1,424
Depreciation and amortization (2)	123			51		28		29		14		245










(1) Included $21 million costs associated with the divestiture of Atmus for the three months ended March 31, 2024. See NOTE 14, "ATMUS DIVESTITURE," for additional information.
(2) Depreciation and amortization, as shown on a segment basis, excludes the amortization of debt discount and deferred costs included in the Condensed Consolidated Statements of Net Income as interest expense. The amortization of debt discount and deferred costs was $3 million and $1 million for the three months ended March 31, 2024 and 2023, respectively. A portion of depreciation expense is included in research, development and engineering expenses.
(3) Included $12 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2023.

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A reconciliation of our segment information to the corresponding amounts in the Condensed Consolidated Statements of Net Income is shown in the table below:


		Three months ended
		Three months ended
		Three months ended

		Three months ended				Six months ended
		June 30,				June 30,
In millions	In millions	2023		2022		2023		2022
In millions
In millions
TOTAL SEGMENT EBITDA
TOTAL SEGMENT EBITDA
TOTAL SEGMENT EBITDA	TOTAL SEGMENT EBITDA	$	1,297	$	1,119	$	2,721	$	1,964

Intersegment eliminations and other (1)	Intersegment eliminations and other (1)	7		(64)		(56)		(154)

Intersegment eliminations and other (1)

Intersegment eliminations and other (1)

Less:

Less:

Less:	Less:
Interest expense	Interest expense	99		34		186		51
Interest expense
Interest expense
Depreciation and amortization	Depreciation and amortization	256		166		501		326
Depreciation and amortization
Depreciation and amortization
INCOME BEFORE INCOME TAXES
INCOME BEFORE INCOME TAXES
INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	$	949	$	855	1,978		1,433
											(1) Intersegment eliminations and other included $5 million and $11 million of costs associated with the IPO and separation of Atmus for the three and six month periods ended June 30, 2023, respectively and $24 million and $41 million for the comparable periods in 2022, respectively. See NOTE 15, "FORMATION OF ATMUS AND IPO," to our Condensed Consolidated Financial Statements for additional information.
(1) Included intersegment sales, intersegment profit in inventory and unallocated corporate expenses.

(1) Included intersegment sales, intersegment profit in inventory and unallocated corporate expenses.

(1) Included intersegment sales, intersegment profit in inventory and unallocated corporate expenses.
(2) Included $1.3 billion of gain related the divestiture of Atmus and $14 million of costs associated with the divestiture of Atmus (included in corporate expenses) for the three months ended March 31, 2024. See NOTE 14, "ATMUS DIVESTITURE," for additional information.										(2) Included $1.3 billion of gain related the divestiture of Atmus and $14 million of costs associated with the divestiture of Atmus (included in corporate expenses) for the three months ended March 31, 2024. See NOTE 14, "ATMUS DIVESTITURE," for additional information.
(3) Included $6 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2023.										(3) Included $6 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2023.

NOTE ~~18.~~16. RECENTLY ~~ADOPTED~~ISSUED ACCOUNTING PRONOUNCEMENTS

In ~~September 2022,~~November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the criteria for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods presented in the financial statements. We plan to adopt the standard ~~related~~beginning with our 2024 Form 10-K. The adoption is not expected to have a material impact to our financial statements or disclosures.

In December 2023, the ~~disclosure~~FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements in Income Tax Disclosures," to enhance the transparency and decision usefulness of income tax disclosures. This amendment requires public companies to disclose specific categories in the rate reconciliation and provide additional information ~~about~~for reconciling items that meet a quantitative threshold. Additionally, under the ~~use of supplier finance programs. Under the new standard,~~amendment entities are required to disclose (1) key terms of the programs, (2) the amount outstanding that remains unpaid as of the end of the period, including where amounts are recorded in the balance sheets and (3) an annual rollforward of those obligations, including the amount of ~~obligations confirmed~~income taxes paid disaggregated by federal, state and foreign taxes, as well as disaggregated by material individual jurisdictions. Finally, the ~~amount of obligations subsequently paid.~~amendment requires entities to disclose income from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state and foreign. The new rules are effective for annual periods beginning after December 15, 2024. We ~~adopted the new~~will adopt this standard ~~on January 1, 2023, on a retrospective basis other than the rollforward, which we currently plan to early adopt~~ on a prospective basis as allowed by the standard beginning with our ~~2023 annual financial statements.~~2025 Form 10-K. The adoption ~~did~~of this standard is not expected to have a material impact on our ~~financial statements.~~Condensed Consolidated Financial Statements.

NOTE 17. SUBSEQUENT EVENTS

Early Settlement of Interest Rate Swaps and Early Debt Payments

In April 2024, we settled a portion of our 2023 interest rate swaps with a notional amount of $100 million in conjunction with repayment of $100 million of our term loan, due 2025. The loss on settlement recognized was immaterial.

Issuance of Commercial Paper

In April 2024, we issued approximately $1.0 billion of commercial paper in anticipation of paying the substantial majority of payments required under the Settlement Agreements in May 2024. See ~~"Supply Chain Financing" section in~~ NOTE ~~1, "NATURE OF OPERATIONS~~11, “COMMITMENTS AND ~~BASIS OF PRESENTATION,"~~CONTINGENCIES,” for additional ~~information.~~information on the Settlement Agreements.

Net Investment Hedge

In April 2024, we entered into additional net investments hedges with a notional amount of $250 million where we agreed with third parties to sell Chinese renminbi in exchange for U.S. dollar currency at a specified rate at the maturity of the contract.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain parts of this quarterly 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," "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:

GOVERNMENT REGULATION

•any adverse ~~results of our internal review~~consequences resulting from entering into ~~our emissions certification process~~the Settlement Agreements, including required additional mitigation projects, adverse reputational impacts and ~~compliance with emission standards;~~potential resulting legal actions;

•increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world;

•evolving environmental and climate change legislation and regulatory initiatives;

•changes in international, national and regional trade laws, regulations and policies;

•changes in taxation;

•global legal and ethical compliance costs and risks;

•~~evolving environmental and climate change legislation and regulatory initiatives;~~

•future bans or limitations on the use of diesel-powered products;

BUSINESS CONDITIONS / DISRUPTIONS

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

•raw material, transportation and labor price fluctuations and supply shortages;

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

•aligning our capacity and production with our demand;

•the actions of, and income from, joint ventures and other investees that we do not directly control;

•large truck manufacturers' and original equipment manufacturers' customers discontinuing outsourcing their engine supply needs or experiencing financial distress, or change in control;

PRODUCTS AND TECHNOLOGY

•product recalls;

•variability in material and commodity costs;

•the development of new technologies that reduce demand for our current products and services;

•lower than expected acceptance of new or existing products or services;

•product liability claims;

•our sales mix of products;

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GENERAL

•~~uncertainties and risks related~~climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas regulations or other legislation designed to timing and potential value to both Atmus Filtration Technologies Inc. (Atmus) and Cummins of the planned separation of Atmus, including business, industry and market risks, as well as the risks involving the anticipated favorable tax treatment if there is a significant delay in the completion of the envisioned separation;address climate change;

•our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures and related uncertainties of entering such transactions;

•increasing interest rates;

•challenging markets for talent and ability to attract, develop and retain key personnel;

•~~climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas regulations or other legislation designed to address climate change;~~

•exposure to potential security breaches or other disruptions to our information technology environment and data security;

•political, economic and other risks from operations in numerous countries including political, economic and social uncertainty and the evolving globalization of our business;

•competitor activity;

•increasing competition, including increased global competition among our customers in emerging markets;

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

•labor relations or work stoppages;

•foreign currency exchange rate changes;

•the performance of our pension plan assets and volatility of discount rates;

•the price and availability of energy;

•continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and

•other risk factors described in Part II, Item 1A in this quarterly report and our ~~2022~~2023 Form 10-K, Part I, Item 1A, both under the caption "Risk Factors."

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 quarterly report and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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ORGANIZATION OF INFORMATION

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) was prepared to provide the reader with a view and perspective of our business through the eyes of management and should be read in conjunction with our Management's Discussion and Analysis of Financial Condition and Results of Operations section of our ~~2022~~2023 Form 10-K. Our MD&A is presented in the following sections:

•EXECUTIVE SUMMARY AND FINANCIAL HIGHLIGHTS

•RESULTS OF OPERATIONS

•OPERATING SEGMENT RESULTS

•OUTLOOK

•LIQUIDITY AND CAPITAL RESOURCES

•APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

•RECENTLY ~~ADOPTED~~ISSUED ACCOUNTING PRONOUNCEMENTS

EXECUTIVE SUMMARY AND FINANCIAL HIGHLIGHTS

Overview

We are a global power solutions leader ~~that designs, manufactures, distributes~~comprised of five business segments - Components, Engine, Distribution, Power Systems and ~~services~~Accelera - supported by our global manufacturing and extensive service and support network, skilled workforce and vast technical expertise. Our products range from advanced 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, ~~electric powertrains,~~ hydrogen production technologies and fuel cell products. We sell our products to original equipment manufacturers (OEMs), distributors, dealers and other customers worldwide. We have long-standing relationships with many of the leading manufacturers in the markets we serve, including PACCAR Inc, Traton Group, Daimler Trucks North America and Stellantis N.V. We serve our customers through a service network of approximately ~~460~~450 wholly-owned, joint venture and independent distributor locations and more than ~~10,000~~19,000 Cummins certified dealer locations in approximately 190 countries and territories.

~~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~~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, we changed the name of our Components' filtration business to Atmus with the initial public offering (IPO). 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 from investees and segment EBITDA (defined as earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests) line items for the current and prior year. 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 15, "FORMATION OF ATMUS AND IPO," to our ~~Condensed Consolidated Financial Statements~~ ~~for additional information about the Atmus IPO.~~

~~Our reportable operating segments consist of Components, Engine, Distribution, Power Systems and Accelera. This~~ reporting structure is organized according to the products and markets each segment serves. The Components segment sells ~~filtration products, aftertreatment systems, turbochargers, electronics, fuel systems, automated transmissions,~~ axles, drivelines, brakes and suspension ~~systems.~~systems for commercial diesel and natural gas applications, aftertreatment systems, turbochargers, fuel systems, valvetrain technologies, automated transmissions and electronics. The Engine segment produces engines (15 liters and smaller) and associated parts for sale to customers in on-highway and various off-highway markets. Our engines are used in trucks of all sizes, buses and recreational vehicles, as well as in various industrial applications, including construction, agriculture, power generation systems and other off-highway applications. The Distribution segment includes wholly-owned and partially-owned distributorships engaged in wholesaling engines, generator sets and service parts, as well as performing service and repair activities on our products and maintaining relationships with various OEMs throughout the world. The Power Systems segment is an integrated power provider, which designs, manufactures and sells engines (16 liters and larger) for industrial applications (including mining, oil and gas, marine and rail), standby and prime power generator sets, alternators and other power components. The Accelera segment designs, manufactures, sells and supports hydrogen production ~~solutions~~technologies as well as electrified power systems with innovative components and subsystems, including battery, fuel cell and electric

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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 continue to serve all our markets as they adopt electrification and alternative power technologies, meeting the needs of our OEM partners and end customers.

Our financial performance depends, in large part, on varying conditions in the markets we serve, particularly the on-highway, ~~construction~~off-highway, power generation and general industrial markets. Demand in these markets tends to fluctuate in response to overall economic conditions. Our sales may also be impacted by OEM inventory levels, production schedules, stoppages and supply chain challenges. Economic downturns in markets we serve generally result in reduced sales of our products and can result in price reductions in certain products and/or markets. As a worldwide business, our operations are also affected by geopolitical risks, ~~(such as the conflict between Russia and Ukraine),~~ currency fluctuations, political and economic uncertainty, public health crises (epidemics or pandemics) and regulatory matters, including adoption and enforcement of environmental and emission standards, in the countries we serve. As part of our growth strategy, we invest in businesses in certain countries that carry higher levels of these risks such as China, Brazil, India, Mexico and other countries in Europe, the Middle East and Africa. At the same time, our geographic diversity and broad product and service offerings have helped

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limit the impact from a drop in demand in any one industry, region, the economy of any single country or customer on our consolidated results.

~~Supply Chain Disruptions~~Divestiture of Atmus

~~We continue~~On March 18, 2024, we completed the divestiture of our remaining 80.5 percent ownership of Atmus Filtration Technologies Inc. (Atmus) common stock through a tax-free split-off. The exchange resulted in a reduction of shares of our common stock outstanding by 5.6 million shares. See NOTE 14, "ATMUS DIVESTITURE," to ~~experience supply chain disruptions, increased price levels~~the Condensed Consolidated Financial Statements for additional information.

Settlement Agreements

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 ~~related financial impacts reflected as increased cost~~Natural Resources Division 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. The Boardthe U.S. Department of ~~Directors (the Board) continues to monitor and evaluate all of these factors~~Justice and the ~~related impacts on~~California Attorney General’s Office to resolve certain regulatory civil claims regarding our ~~business~~emissions certification and ~~operations,~~compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and ~~we are diligently working to minimize~~effective in April 2024 (collectively, the ~~supply chain impacts~~Settlement Agreements). See NOTE 11, “COMMITMENTS AND CONTINGENCIES,” to our ~~business and to our customers.~~Condensed Consolidated Financial Statements for additional information.

~~2023 Second~~2024 First Quarter ~~and Year-to-Date~~ Results

A summary of our results is as follows:


		Three months ended				Six months ended
		June 30,				June 30,
		Three months ended
		Three months ended
		Three months ended
		March 31,
		March 31,
		March 31,
In millions, except per share amounts
In millions, except per share amounts
In millions, except per share amounts	In millions, except per share amounts	2023		2022		2023		2022
Net sales	Net sales	$	8,638	$	6,586	$	17,091	$	12,971
Net sales
Net sales
Net income attributable to Cummins Inc.
Net income attributable to Cummins Inc.
Net income attributable to Cummins Inc.	Net income attributable to Cummins Inc.	720		702		1,510		1,120
Earnings per common share attributable to Cummins Inc.	Earnings per common share attributable to Cummins Inc.
Earnings per common share attributable to Cummins Inc.
Earnings per common share attributable to Cummins Inc.
Basic
Basic
Basic	Basic	$	5.08	$	4.97	$	10.66	$	7.90
Diluted	Diluted	5.05		4.94		10.60		7.86
Diluted
Diluted

Worldwide revenues ~~increased 31~~decreased by 1 percent in the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the same period in ~~2022,~~2023, due to ~~axles and brakes sales in the Components segment of $1.2 billion from the Meritor acquisition and~~ ~~higher~~lower demand in ~~all operating segments~~ heavy-duty truck markets, which negatively impacted Components product demand, as well as weaker demand for construction engines and ~~all geographic regions.~~decreased sales due to the divestiture of Atmus, mostly offset by increased power generation demand. Net sales in the U.S. and Canada ~~improved 31 percent, primarily due to incremental sales of axles and brakes, increased~~remained flat as lower demand in ~~all Distribution~~North American heavy-duty truck markets, which negatively impacted Components product ~~lines~~demand, and ~~stronger~~lower demand in ~~heavy-duty~~oil and gas markets in North America were offset by higher demand in power generation and medium-duty truck ~~markets, which positively impacted all Components businesses.~~markets. International demand (excludes the U.S. and Canada) improved 32 percent, with higher sales in all other geographic regions. The increase in international sales was principally due to incremental sales of axles and brakes in Western Europe, Latin America and Asia Pacific and higher demand for power generation equipment. Unfavorable foreign currency fluctuations impacted international sales by 3 percent (primarily the Chinese renminbi, Indian rupee and Euro).

Worldwide revenues increased 32 percent in the six months ended June 30, 2023, compared to the same period in 2022, due to axles and brakes sales in the Components segment of $2.5 billion from the Meritor acquisition and higher demand in all operating segments and all geographic regions, partially offset by the decrease in Russian sales due to the indefinite suspension of our Russian operations in March 2022. Net sales in the U.S. and Canada improved 35 percent, primarily due to incremental sales of axles and brakes, increased demand in all Distribution product lines and stronger demand in heavy-duty and medium-duty truck markets, which positively impacted all Components businesses. International demand (excludes the U.S. and Canada) improved by 27declined 1 percent, with lower sales in ~~Russia more than~~China, Europe, Africa and the Middle East, partially offset by higher sales in ~~all other geographic regions.~~Latin America and India. The ~~increase~~decrease in international sales was ~~principally~~primarily due to ~~incremental sales of axles~~lower demand in construction markets (especially in China and ~~brakes~~Western Europe) and weaker demand for emission solutions products (primarily in ~~Western Europe, Latin America, India~~China and ~~Asia Pacific. Unfavorable foreign currency fluctuations impacted international sales~~India), partially offset by ~~4 percent (primarily the Chinese renminbi, Indian rupee, Australian dollar, British pound and Euro).~~higher demand across most Distribution product lines.

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The following ~~tables contain~~table contains sales and EBITDA (defined as earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests) by operating segment ~~including adjusted prior year balances for the NPROXX changes noted above,~~ for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023. See NOTE ~~17,~~15, "OPERATING SEGMENTS," to the Condensed Consolidated Financial Statements for additional information and a reconciliation of our segment information to the corresponding amounts in our Condensed Consolidated Statements of Net Income.


		Three months ended June 30,																			Three months ended March 31,
Operating Segments	Operating Segments	2023							2022							Percent change				Operating Segments	2024										2023																Percent change
				Percent							Percent					2023 vs. 2022									Percent																	Percent														2024 vs. 2023
In millions	In millions	Sales		of Total		EBITDA			Sales		of Total		EBITDA			Sales		EBITDA		In millions	Sales			of Total				EBITDA							Sales						of Total								EBITDA						Sales						EBITDA
Components	Components	$	3,425	40	%	$	486		$	1,950	30	%	$	352		76	%	38	%	Components	$	3,332	40		40		%		$	473		$				$	3,557	42					42		%					$	507		(6)				(6)		%			(7)		%
Engine	Engine	2,988		34	%	425			2,775		42	%	421			8	%	1	%	Engine	2,928		35		35		%		414			2,986					2,986		36					36		%					457			(2)				(2)		%			(9)		%
Distribution	Distribution	2,595		30	%	299			2,253		34	%	297			15	%	1	%	Distribution	2,535		30		30		%		294			2,406					2,406		28					28		%					335			5				5		%			(12)		%
Power Systems	Power Systems	1,457		17	%	201			1,203		18	%	128			21	%	57	%	Power Systems	1,389		16		16		%		237			1,343					1,343		16					16		%					219			3				3		%			8		%
Accelera	Accelera	85		1	%	(114)			42		1	%	(79)			NM		(44)	%	Accelera	93		1		1		%		(101)			85					85		1					1		%					(94)			9				9		%			(7)		%
Intersegment eliminations	Intersegment eliminations	(1,912)		(22)	%	7			(1,637)		(25)	%	(64)			17	%	NM		Intersegment eliminations	(1,874)		(22)		(22)		%		1,255			(1,924)					(1,924)		(23)					(23)		%					(63)			(3)				(3)		%			NM

Total	Total	$	8,638	100	%	$	1,304	(1)	$	6,586	100	%	$	1,055	(2)	31	%	24	%
Total
Total																					$	8,403		100		%		$	2,572		(1)		$	8,453					100	%							$	1,361	(2)		(1)	%					89		%

"NM" - not meaningful information	"NM" - not meaningful information
(1) EBITDA includes $23 million of costs associated with the IPO and separation of Atmus. See NOTE 15, "FORMATION OF ATMUS AND IPO," to our Condensed Consolidated Financial Statements for additional information.																				(2) EBITDA includes $47 million of recoveries associated with the suspension of our Russian operations and $29 million of costs associated with the planned separation of our Atmus business. See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
"NM" - not meaningful information
"NM" - not meaningful information
(1) EBITDA included $1.3 billion of gain recognized on the divestiture of Atmus and $35 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2024. See NOTE 14, "ATMUS DIVESTITURE," to the Condensed Consolidated Financial Statements for additional information.
(1) EBITDA included $1.3 billion of gain recognized on the divestiture of Atmus and $35 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2024. See NOTE 14, "ATMUS DIVESTITURE," to the Condensed Consolidated Financial Statements for additional information.
(1) EBITDA included $1.3 billion of gain recognized on the divestiture of Atmus and $35 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2024. See NOTE 14, "ATMUS DIVESTITURE," to the Condensed Consolidated Financial Statements for additional information.
(2) EBITDA included $18 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2023.																				(2) EBITDA included $18 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2023.

Net income attributable to Cummins Inc. was ~~$720 million,~~$2.0 billion, or ~~$5.05~~$14.03 per diluted share, on sales of ~~$8.6~~$8.4 billion for the three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable prior year period net income attributable to Cummins Inc. of ~~$702~~$790 million, or ~~$4.94~~$5.55 per diluted share, on sales of ~~$6.6~~$8.5 billion. The increases in net income attributable to Cummins Inc. and earnings per diluted share were driven by ~~higher net sales and improved gross margins,~~the gain recognized on the divestiture of Atmus, partially offset by ~~increased~~higher compensation ~~costs, higher interest expense related to increased floating interest rates~~ and ~~new borrowings, the absence of recoveries associated with the suspension of our Russian operations and increased intangible asset amortization resulting from our acquisitions.~~consulting expenses. The increase in gross margin was primarily due to ~~higher volumes (including sales of axles and brakes from the Meritor acquisition) and~~ favorable pricing, partially offset by higher compensation ~~expenses.~~

Six months ended June 30,
Operating Segments 2023 2022 Percent change
Percent Percent 2023 vs. 2022
In millions Sales of Total EBITDA Sales of Total EBITDA Sales EBITDA
Components $ 6,982 41 % $ 993 $ 3,938 30 % $ 672 77 % 48 %
Engine 5,974 35 % 882 5,528 43 % 811 8 % 9 %
Distribution 5,001 29 % 634 4,370 34 % 407 14 % 56 %
Power Systems 2,800 16 % 420 2,363 18 % 218 18 % 93 %
Accelera 170 1 % (208) 73 1 % (144) NM (44) %
Intersegment eliminations (3,836) (22) % (56) (3,301) (26) % (154) 16 % (64) %
Total $ 17,091 100 % $ 2,665 (1) $ 12,971 100 % $ 1,810 (2) 32 % 47 %
"NM" - not meaningful information
(1) EBITDA includes $41 million of costs associated with the IPO and separation of Atmus. See NOTE 15, "FORMATION OF ATMUS AND IPO," to our Condensed Consolidated Financial Statements for additional information.
(2) EBITDA includes $111 million of costs associated with the indefinite suspension of our Russian operations and $46 million of costs associated with the planned separation of Atmus. See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.

~~Table of Contents~~

~~Net income attributable to Cummins Inc. was $1.5 billion, or $10.60~~expenses and lower volumes. Diluted earnings per ~~diluted~~common share ~~on sales of $17.1 billion~~ for the ~~six~~three months ended ~~June 30, 2023, versus~~March 31, 2024, benefited $0.09 from fewer weighted-average shares outstanding due to treasury shares reacquired in the comparable prior year period net income attributable to Cummins Inc. of $1.1 billion, or $7.86 per diluted share, on sales of $13.0 billion. The increases in net income attributable to Cummins Inc. and earnings per diluted share were driven by higher net sales, improved gross margins and the absence of costs associated with the suspension of our Russian operations, partially offset by increased compensation expenses, increased interest expense related to increased floating interest rates and new borrowings, increased intangible asset amortization resulting from our acquisitions and higher consulting expenses.Atmus divestiture. See NOTE 14, ~~"RUSSIAN OPERATIONS,~~"ATMUS DIVESTITURE," to ~~our~~the Condensed Consolidated Financial Statements for additional information. The increase in gross margin was primarily due to higher volumes (including sales of axles and brakes from the Meritor acquisition) and favorable pricing, partially offset by higher compensation expenses.

We generated ~~$978~~$276 million of cash from operations for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~$763~~$495 million for the comparable period in ~~2022.~~2023. See the section titled "Cash Flows" in the "LIQUIDITY AND CAPITAL RESOURCES" section for a discussion of items impacting cash flows.

Our debt to capital ratio (total capital defined as debt plus equity) at ~~June 30, 2023,~~March 31, 2024, was 40.4 percent, compared to ~~44.1~~40.3 percent at December 31, ~~2022.~~2023. The ~~decrease~~increase was primarily due to ~~the increased equity balance from strong earnings since December~~higher debt balances at March 31, ~~2022.~~2024. At ~~June 30, 2023,~~March 31, 2024, we had ~~$2.3~~$3.1 billion in cash and marketable securities on hand and access to our $4.0 billion credit facilities (net of commercial paper outstanding), if necessary, to meet acquisition, working capital, investment and funding needs.

~~In July 2023, the Board authorized an increase to our quarterly dividend~~On February 20, 2024, we issued $2.25 billion aggregate principal amount of ~~approximately 7~~senior unsecured notes consisting of $500 million aggregate principal amount of 4.90 percent ~~from $1.57 per share to $1.68 per share.~~

On June 29, 2023, a share purchase agreement was executed with the minority shareholders of Hydrogenics Corporation (Hydrogenics) whereby we agreed to pay the minority shareholders $335 million for their 19 percent ownership, including the settlement of shareholder loans of $48 million. As part of the share purchase agreement, Hydrogenics entered into three non-interest-bearing promissorysenior unsecured notes ~~with $175 million paid on July 31, 2023, and the remaining $160 million~~ due in ~~three installments through 2025.~~2029, $750 million aggregate principal amount of 5.15 percent senior unsecured notes due in 2034 and $1.0 billion aggregate principal amount of 5.45 percent senior unsecured notes due in 2054. We received net proceeds of $2.2 billion. See NOTE ~~16, "ACQUISITIONS," to the~~ ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

On June 5, 2023, we entered into an amended and restated 364-day credit agreement that allows us to borrow up to $2.0 billion of unsecured funds at any time prior to June 3, 2024. This credit agreement amended and restated the prior $1.5 billion 364-day credit facility that was scheduled to mature on August 16, 2023. In connection with the 364-day credit agreement, effective June 5, 2023, we terminated our $500 million incremental 364-day credit agreement dated August 17, 2022.

On May 23, 2023, in connection with the Atmus IPO, Cummins issued approximately $350 million of commercial paper with certain lenders. On May 26, 2023, Atmus shares began trading on the New York Stock Exchange under the symbol "ATMU." The IPO was completed on May 30, 2023, whereby Cummins exchanged 19.5 percent (approximately 16 million shares) of its ownership in Atmus, at $19.50 per share, to retire $299 million of the commercial paper as proceeds from the offering through a non-cash transaction. As we still own 80.5 percent of Atmus shares, it remains included in our ~~Condensed Consolidated Financial Statements. See NOTE 15, "FORMATION OF ATMUS AND IPO,~~9, "DEBT," to the Condensed Consolidated Financial Statements for additional information.

In May 2023, we agreed to purchase from the Forvia Group, Faurecia's U.S. and Europe commercial vehicle exhaust business for approximately €142 million, subject to final working capital and other adjustments. The transaction is expected to close in the fourth quarter.

On April 3, 2023, we purchased all of the equity ownership interest of Teksid Hierro de Mexico, S.A. de C.V. (Teksid MX) and Teksid, Inc. from Stellantis N.V. for approximately $150 million, subject to certain adjustments set forth in the agreement. See NOTE 16, "ACQUISITIONS," to the ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

In the first ~~six~~three months of ~~2023, our U.K. pension trusts' loss was 4.3 percent, while~~2024, the investment gain on our U.S. pension trusts was ~~3.3~~1.2 percent, ~~excluding the Meritor plan as their return~~while our U.K. pension trusts' loss was ~~not available at the time of filing.~~2.3 percent. We anticipate making additional defined benefit pension contributions during the remainder of ~~2023~~2024 of ~~$20~~$29 million for our U.S. and U.K. qualified and non-qualified pension plans. We expect our ~~2023~~2024 annual net periodic pension cost to ~~be near zero~~.approximate $34 million.

As of the date of this filing, our credit ratings and outlooks from the credit rating agencies remain unchanged.

3730

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RESULTS OF OPERATIONS

Three months ended Favorable/ Six months ended Favorable/
June 30, (Unfavorable) June 30, (Unfavorable)
In millions, except per share amounts 2023 2022 Amount Percent 2023 2022 Amount Percent
NET SALES $ 8,638 $ 6,586 $ 2,052 31 % $ 17,091 $ 12,971 $ 4,120 32 %
Cost of sales 6,490 4,860 (1,630) (34) % 12,914 9,713 (3,201) (33) %
GROSS MARGIN 2,148 1,726 422 24 % 4,177 3,258 919 28 %
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses 873 622 (251) (40) % 1,626 1,237 (389) (31) %
Research, development and engineering expenses 384 299 (85) (28) % 734 597 (137) (23) %
Equity, royalty and interest income from investees 133 95 38 40 % 252 191 61 32 %
Other operating expense, net 27 3 (24) NM 46 114 68 60 %
OPERATING INCOME 997 897 100 11 % 2,023 1,501 522 35 %
Interest expense 99 34 (65) NM 186 51 (135) NM
Other income (expense), net 51 (8) 59 NM 141 (17) 158 NM
INCOME BEFORE INCOME TAXES 949 855 94 11 % 1,978 1,433 545 38 %
Income tax expense 212 148 (64) (43) % 435 303 (132) (44) %
CONSOLIDATED NET INCOME 737 707 30 4 % 1,543 1,130 413 37 %
Less: Net income attributable to noncontrolling interests 17 5 (12) NM 33 10 (23) NM
NET INCOME ATTRIBUTABLE TO CUMMINS INC. $ 720 $ 702 $ 18 3 % $ 1,510 $ 1,120 $ 390 35 %
Diluted Earnings Per Common Share Attributable to Cummins Inc. $ 5.05 $ 4.94 $ 0.11 2 % $ 10.60 $ 7.86 $ 2.74 35 %
"NM" - not meaningful information



	Three months ended				Favorable/
	March 31,				(Unfavorable)
In millions, except per share amounts	2024		2023		Amount		Percent
NET SALES	$	8,403	$	8,453	$	(50)	(1)	%
Cost of sales	6,362		6,424		62		1	%
GROSS MARGIN	2,041		2,029		12		1	%
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses	839		753		(86)		(11)	%
Research, development and engineering expenses	369		350		(19)		(5)	%
Equity, royalty and interest income from investees	123		119		4		3	%

Other operating expense, net	33		19		(14)		(74)	%
OPERATING INCOME	923		1,026		(103)		(10)	%

Interest expense	89		87		(2)		(2)	%
Other income, net	1,387		90		1,297		NM
INCOME BEFORE INCOME TAXES	2,221		1,029		1,192		NM
Income tax expense	193		223		30		13	%
CONSOLIDATED NET INCOME	2,028		806		1,222		NM
Less: Net income attributable to noncontrolling interests	35		16		(19)		NM
NET INCOME ATTRIBUTABLE TO CUMMINS INC.	$	1,993	$	790	$	1,203	NM
Diluted Earnings Per Common Share Attributable to Cummins Inc.	$	14.03	$	5.55	$	8.48	NM

"NM" - not meaningful information






		Three months ended				Favorable/ (Unfavorable)		Six months ended						Favorable/ (Unfavorable)
		June 30,					June 30,
Percent of sales	Percent of sales	2023		2022			Percentage Points			2023			2022		Percentage Points
Percent of sales
Percent of sales
Gross margin
Gross margin
Gross margin	Gross margin	24.9	%	26.2	%	(1.3)		24.4	%		25.1	%		(0.7)
Selling, general and administrative expenses	Selling, general and administrative expenses	10.1	%	9.4	%	(0.7)		9.5	%		9.5	%		—
Selling, general and administrative expenses
Selling, general and administrative expenses
Research, development and engineering expenses
Research, development and engineering expenses
Research, development and engineering expenses	Research, development and engineering expenses	4.4	%	4.5	%	0.1		4.3	%		4.6	%		0.3

Net Sales

Net sales for the three months ended ~~June 30, 2023, increased~~March 31, 2024, decreased by ~~$2.1 billion~~$50 million versus the comparable period in ~~2022.~~2023. The primary drivers were as follows:

•Components segment sales ~~increased 76~~decreased 6 percent largely due to lower demand in our emission solutions and axles and brakes businesses and the divestiture of Atmus on March 18, 2024.

•Engine segment sales ~~from~~decreased 2 percent primarily due to lower demand in global construction markets and North American heavy-duty truck markets, partially offset by higher demand in North American medium-duty truck markets.

These decreases were partially offset by the ~~Meritor acquisition.~~following:

•Distribution segment sales increased 155 percent ~~due to higher demand across all product lines, especially in North America.~~

•~~Power Systems segment sales increased 21 percent primarily~~principally due to higher demand in power generation markets.

•~~Engine segment sales increased 8 percent principally due to strong heavy-duty and medium-duty truck demand in North America.~~

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

~~Table of Contents~~

~~Net sales for the six months ended June 30, 2023, increased $4.1 billionversus the comparable period in 2022. The primary drivers were as follows:~~

•~~Components segment sales increased 77 percent largely due to axles and brakes sales from the Meritor acquisition.~~

•~~Distribution segment sales increased 14 percent principally due to higher demand across all product lines, especially in North America.~~

•~~Engine segment sales increased 8 percent due to strong heavy-duty and medium-duty truck demand (including higher aftermarket sales) in North America.~~

•Power Systems segment sales increased 183 percent primarily due to higher demand in power generation markets.

These increases were partially offset by unfavorable foreign currency fluctuations of 2 percent of total sales, primarily in the Chinese renminbi, Indian rupee, Australian dollar, British pound and Euro.

Sales to international markets (excluding the U.S. and Canada), based on location of customers, for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, were ~~39 percent and~~ 39 percent of total net sales compared with 39 percent ~~and 40 percent~~ of total net sales for the comparable ~~periods~~period in ~~2022.~~2023. A more detailed discussion of sales by segment is presented in the “OPERATING SEGMENT RESULTS” section.

Cost of Sales

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

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

Gross Margin

Gross margin increased ~~$422~~$12 million for the three months ended ~~June 30, 2023~~March 31, 2024, and ~~decreased 1.3~~increased 0.3 points as a percentage of net sales versus the comparable period in ~~2022.~~2023. The increase in gross margin ~~was primarily due to higher volumes (including sales of axles~~ and brakes from the Meritor acquisition) and favorable pricing, partially offset by higher compensation expenses. Compensation and related expenses include variable compensation, salaries and fringe benefits. The 1.3 percentage point decrease in gross margin as a percentage of sales was principally due to the addition of Meritor activity, which has a lower gross margin percentage than our legacy business, and the absence of inventory recoveries associated with the suspension of our Russian operations.

~~Gross margin increased $919 million for the six months ended June 30, 2023 and decreased 0.7 points as a percentage of sales versus the comparable period in 2022. The increase in gross margin was~~ primarily due to ~~higher volumes (including sales of axles and brakes from the Meritor acquisition) and~~ favorable pricing, partially offset by higher compensation ~~expenses. The 0.7 percentage point decrease in gross margin as a percentage of sales was principally due to the addition of Meritor activity, which has a~~expenses and lower ~~gross margin percentage than our legacy business.~~volumes. Compensation and related expenses included salaries, fringe benefits and variable compensation.

The provision for base warranties issued as a percent of sales for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, was ~~1.8~~1.9 percent ~~and 1.8 percent, respectively,~~ compared to ~~2.2 percent and 2.1~~1.7 percent for the comparable ~~periods~~period in ~~2022.~~2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased ~~$251~~$86 million for the three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable period in ~~2022,~~2023, primarily due to higher compensation ~~expenses~~ and ~~higher~~ consulting expenses. Compensation and related expenses ~~include~~included salaries, fringe benefits and variable ~~compensation, salaries and fringe benefits.~~compensation. Overall, selling, general and administrative expenses as a percentage of net sales increased to ~~10.1~~10.0 percent in the three months ended ~~June 30, 2023,~~March 31, 2024, from ~~9.4~~8.9 percent in the comparable period in ~~2022, as selling, general and administrative expenses increased at a faster rate than net sales.~~

Selling, general and administrative expenses increased $389 million for the six months ended June 30, 2023, versus the comparable period in 2022, primarily due to higher compensation expenses and higher consulting expenses. Overall, selling, general and administrative expenses, as a percentage of sales, remained flat at 9.5 percent.

~~Table of Contents~~

2023.

Research, Development and Engineering Expenses

Research, development and engineering expenses increased ~~$85~~$19 million for the three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable period in ~~2022,~~2023, primarily due to higher compensation ~~expenses, higher consulting expenses and lower expense recovery.~~expenses. Compensation and related expenses ~~include~~included salaries, fringe benefits and variable ~~compensation, salaries and fringe benefits.~~compensation. Overall, research, development and engineering expenses as a percentage of net sales ~~decreased~~increased to 4.4 percent in the three months ended ~~June 30, 2023,~~March 31, 2024, from ~~4.5~~4.1 percent in the comparable period in ~~2022, as research, development and engineering expenses increased at a slower rate than net sales.~~

Research, development and engineering expenses increased $137 million for the six months ended June 30, 2023, versus the comparable period in 2022, primarily due to higher compensation costs, lower expense recovery and higher consulting expenses. Overall, research, development and engineering expenses as a percentage of sales decreased to 4.3 percent in the six months ended June 30, 2023, from 4.6 percent in the comparable period in 2022, as research, development and engineering expenses increased at a slower rate than net sales.2023.

Research activities continue to focus on development of new products and improvements of 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 ~~hydrogen engine~~ and hydrogen production ~~solutions.~~technologies.

Equity, Royalty and Interest Income from Investees

Equity, royalty and interest income from investees increased ~~$38~~$4 million for the three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable period in ~~2022,~~2023, primarily due to higher earnings at Chongqing Cummins Engine Co., Ltd., Dongfeng Cummins Engine Co., Ltd.~~, joint venture earnings from the Meritor acquisition~~ and ~~higher~~Sisamex, partially offset by lower royalty and interest income from investees.

Equity, royalty and interest income from investees increased $61 million for the six months ended June 30, 2023, versus the comparable period in 2022, mainly due to the absence of the $28 million impairment of our Russian joint venture with KAMAZ and joint venture earnings from the Meritor acquisition. See NOTE 14, "RUSSIAN OPERATIONS," to our ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

Other Operating Expense, Net

Other operating (expense) income, net was as follows:

Three months ended Six months ended
June 30, June 30,
In millions 2023 2022 2023 2022
Amortization of intangible assets $ (34) $ (9)

$ (66) $ (14)
Loss on write-off of assets (1) (3) (2) (8)
Royalty income, net 10 3 11 5
Russian suspension recoveries (cost)(1)
— 7 — (61)
Asset impairments and other charges — — — (36)
Other, net (2) (1) 11 —
Total other operating expense, net $ (27) $ (3) $ (46) $ (114)
(1) See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.


	Three months ended
	March 31,
In millions	2024		2023
Amortization of intangible assets	$	(32)	$	(32)



Other, net	(1)		13
Total other operating expense, net	$	(33)	$	(19)

Interest Expense

Interest expense was ~~$99 million and $186~~$89 million for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, versus ~~$34 million and $51~~$87 million for the comparable ~~periods~~period in ~~2022.~~2023. Interest expense increased ~~$65 million and $135~~$2 million primarily due to the ~~overall increase in floating~~higher outstanding long-term borrowings related to the 2024 note issuance and higher weighted-average interest rates, ~~higher short-term borrowings (including~~partially offset by lower commercial ~~paper)~~paper and ~~new~~decreased average term loan ~~borrowings.~~

borrowings outstanding.

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Other Income, ~~(Expense),~~ Net

Other income (expense), net was as follows:


		Three months ended
		Three months ended
		Three months ended

		Three months ended				Six months ended
		June 30,				June 30,
In millions	In millions	2023		2022			2023		2022
In millions
In millions

Gain related to divestiture of Atmus (1)

Gain related to divestiture of Atmus (1)

Gain related to divestiture of Atmus (1)
Non-service pension and OPEB income
Non-service pension and OPEB income
Non-service pension and OPEB income	Non-service pension and OPEB income	$	31	$	32		$	62	$	65
Interest income	Interest income	25		7			43		15
Gain (loss) on marketable securities, net		3		(5)			8		(9)
Gain (loss) on corporate owned life insurance		1		(48)			20		(85)
Interest income
Interest income
Gain on marketable securities, net
Gain on marketable securities, net
Gain on marketable securities, net
Gain on corporate owned life insurance
Gain on corporate owned life insurance
Gain on corporate owned life insurance
Foreign currency (loss) gain, net
Foreign currency (loss) gain, net
Foreign currency (loss) gain, net	Foreign currency (loss) gain, net	(11)		(1)			1		(13)

Other, net

Other, net	Other, net	2		7			7		10
Total other income (expense), net		$	51	$	(8)		$	141	$	(17)

Other, net
Total other income, net
Total other income, net
Total other income, net

(1) See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.

(1) See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.

(1) See NOTE 14, "ATMUS DIVESTITURE," to our Condensed Consolidated Financial Statements for additional information.

Income Tax Expense

Our effective tax rate for ~~2023~~2024 is expected to approximate ~~22.0~~24.0 percent, excluding any discrete items that may arise.

The three months ended March 31, 2023, contained ~~net unfavorable~~favorable discrete tax items of $3 ~~million.~~

Noncontrolling Interests

Noncontrolling interests eliminate the income or loss attributable to non-Cummins ownership interests in our consolidated entities. Noncontrolling interests in income of consolidated subsidiaries for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, increased ~~$12 million and $23~~$19 million versus the comparable ~~periods~~period in ~~2022~~2023 primarily due to higher earnings at Cummins India Limited and the absence of losses at Hydrogenics Corporation resulting from the June 2023 acquisition, partially offset by lower earnings at Eaton Cummins Joint Venture.

~~Table~~ The three months ended March 31, 2024, included the noncontrolling interest associated with Atmus through March 18, 2024, the date of ~~Contents~~

divestiture.

Comprehensive Income - Foreign Currency Translation Adjustment

The foreign currency translation adjustment was a net loss of ~~$110~~$60 million ~~and $28 million, respectively,~~ for the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, compared to a net ~~loss~~gain of ~~$245~~$82 million ~~and $241 million, respectively,~~ for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, driven by the following:

Three months ended
June 30,
2023 2022
In millions Translation adjustment Primary currency driver vs. U.S. dollar Translation adjustment Primary currency driver vs. U.S. dollar
Wholly-owned subsidiaries $ (72) Chinese renminbi, partially offset by Brazilian real and British pound $ (175) Chinese renminbi, Indian rupee
Equity method investments (36) Chinese renminbi (55) Chinese renminbi
Consolidated subsidiaries with a noncontrolling interest (2) Chinese renminbi (15) Indian rupee
Total $ (110) $ (245)
Six months ended
June 30,
2023 2022
In millions Translation adjustment Primary currency driver vs. U.S. dollar Translation adjustment Primary currency driver vs. U.S. dollar
Wholly-owned subsidiaries $ 1 Chinese renminbi, partially offset by Brazilian real, British pound and Euro $ (159) Chinese renminbi, Indian rupee
Equity method investments (30) Chinese renminbi, partially offset by Brazilian real (59) Chinese renminbi
Consolidated subsidiaries with a noncontrolling interest 1 Indian rupee, partially offset by Chinese renminbi (23) Indian rupee
Total $ (28) $ (241)


	Three months ended
	March 31,
	2024			2023
In millions	Translation adjustment		Primary currency driver vs. U.S. dollar	Translation adjustment		Primary currency driver vs. U.S. dollar
Wholly-owned subsidiaries	$	(54)	Chinese renminbi, Euro	$	73	British pound, Brazilian real, Euro
Equity method investments	(3)		Chinese renminbi, partially offset by Indian rupee	6		Brazilian real, Chinese renminbi
Consolidated subsidiaries with a noncontrolling interest	(3)		Indian rupee, Chinese renminbi, Euro	3		Indian rupee
Total	$	(60)		$	82

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OPERATING SEGMENT RESULTS

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, we changed the name of our Components' filtration business to Atmus with the IPO. 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 from investees and segment EBITDA line items for the current and prior year. 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 15, "FORMATION OF ATMUS AND IPO," to our ~~Condensed Consolidated Financial Statements~~ ~~for additional information about the Atmus IPO.~~

Our reportable operating segments consist of the Components, Engine, Distribution, Power Systems and Accelera segments. This reporting structure is organized according to the products and markets each segment serves. 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. Segment amounts exclude certain expenses not specifically identifiable to segments. See NOTE ~~17,~~15, "OPERATING SEGMENTS," to the Condensed Consolidated Financial Statements for additional information and a reconciliation of our segment information to the corresponding amounts in our Condensed Consolidated Statements of Net Income.

Following is a discussion of results for each of our operating segments.

Components Segment Results

Financial data for the Components segment was as follows:






		Three months ended							Favorable/					Six months ended							Favorable/
		June 30,							(Unfavorable)					June 30,							(Unfavorable)
In millions	In millions	2023				2022			Amount		Percent			2023				2022			Amount		Percent
In millions
In millions
External sales
External sales
External sales	External sales	$	2,924			$	1,477		$	1,447	98	%		$	5,967			$	2,994		$	2,973	99	%
Intersegment sales	Intersegment sales	501				473			28		6	%		1,015				944			71		8	%
Intersegment sales
Intersegment sales
Total sales
Total sales
Total sales	Total sales	3,425				1,950			1,475		76	%		6,982				3,938			3,044		77	%

Research, development and engineering expenses	Research, development and engineering expenses	103				73			(30)		(41)	%		194				149			(45)		(30)	%

Research, development and engineering expenses

Research, development and engineering expenses
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees	Equity, royalty and interest income from investees	24				9			15		NM			45				37			8		22	%
Interest income	Interest income	7				2			5		NM			13				3			10		NM
Interest income
Interest income

Russian suspension (recoveries) costs (1)		—				(2)			(2)		(100)	%		—				4			4		100	%
Segment EBITDA

Segment EBITDA

Segment EBITDA	Segment EBITDA	486			(2)	352			134		38	%		993			(3)	672			321		48	%

									Percentage Points												Percentage Points




Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales	Segment EBITDA as a percentage of total sales	14.2		%		18.1		%			(3.9)			14.2		%		17.1		%			(2.9)

"NM" - not meaningful information
													(1) See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.													(2) Includes $18 million of costs associated with the IPO and separation of Atmus.	(3) Includes $30 million of costs associated with the IPO and separation of Atmus.
(1) Included $21 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2024.

(1) Included $21 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2024.

(1) Included $21 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2024.
(2) Included $12 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2023.																									(2) Included $12 million of costs associated with the divestiture of Atmus for the three months ended March 31, 2023.

~~As noted above,~~On March 18, 2024, we completed the ~~descriptions~~divestiture of our remaining 80.5 percent ownership of Atmus common stock through a tax-free split-off. See NOTE 14, "ATMUS DIVESTITURE," to the ~~two new businesses are~~Condensed Consolidated Financial Statements for additional information.

Sales for our Components segment by business were as follows:


	Three months ended					Favorable/
	March 31,					(Unfavorable)
In millions	2024			2023		Amount		Percent
Axles and brakes	$	1,232		$	1,272	$	(40)	(3)	%
Emission solutions	971			1,056		(85)		(8)	%
Engine components	544			581		(37)		(6)	%
Atmus	353		(1)	417		(64)		(15)	%
Automated transmissions	165			179		(14)		(8)	%
Software and electronics	67			52		15		29	%
Total sales	$	3,332		$	3,557	$	(225)	(6)	%


(1) Included sales through the March 18, 2024, divestiture. See NOTE 14, "ATMUS DIVESTITURE," to the Condensed Consolidated Financial Statements for additional information.

Sales

Components segment sales for the three months ended March 31, 2024, decreased $225 million versus the comparable period in 2023. The following were the primary drivers by business:

•~~Engine components -~~ ~~We design, manufacture and market turbocharger, valvetrain and fuel system technologies for light-duty, mid-range, heavy-duty and high-horsepower markets across North America, Europe,~~Emission solutions sales decreased $85 million primarily due to weaker demand in China and India.

4334

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•~~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 inAtmus sales decreased $64 million due to the ~~Americas, China, India and Europe.~~divestiture on March 18, 2024.

~~Sales for our Components segment by business, including adjusted prior year balances for the changes noted above, were as follows:~~

Three months ended Favorable/ Six months ended Favorable/
June 30, (Unfavorable) June 30, (Unfavorable)
In millions 2023 2022 Amount Percent 2023 2022 Amount Percent
Axles and brakes $ 1,249 $ — $ 1,249 NM $ 2,521 $ — $ 2,521 NM
Emission solutions 964 863 101 12 % 2,020 1,773 247 14 %
Engine components 557 503 54 11 % 1,138 1,005 133 13 %
Atmus 417 391 26 7 % 834 773 61 8 %
Automated transmissions 179 143 36 25 % 358 277 81 29 %
Software and electronics 59 50 9 18 % 111 110 1 1 %
Total sales $ 3,425 $ 1,950 $ 1,475 76 % $ 6,982 $ 3,938 $ 3,044 77 %
"NM" - not meaningful information

~~Sales~~

~~Components segment sales for the three months ended June 30, 2023, increased $1.5 billion versus the comparable period in 2022. The following were the primary drivers by business:~~

•Axles and brakes sales ~~added $1.2 billion in sales~~decreased $40 million mainly due to ~~the Meritor acquisition.~~

•~~Emission solutions sales increased $101 million primarily due to stronger demand in China and North America.~~

•~~Engine components sales increased $54 million largely due to higher demand in China.~~

~~Components segment sales for the six months ended June 30, 2023, increased $3.0 billion versus the comparable period in 2022. The following were the primary drivers by business:~~

•~~Axles and brakes sales added $2.5 billion in sales due to the Meritor acquisition.~~

•~~Emission solutions sales increased $247 million principally due to stronger~~weaker demand in North America and ~~China.~~

•~~Engine components sales increased $133 million mainly due to higher~~Western Europe, partially offset by stronger demand in ~~China and North America.~~Brazil.

Segment EBITDA

Components segment EBITDA for the three months ended ~~June 30, 2023, increased $134~~March 31, 2024, decreased $34 million versus the comparable period in ~~2022,~~2023, mainly due to ~~higher~~lower volumes (including ~~sales~~the divestiture of ~~axles~~Atmus) and ~~brakes from the Meritor acquisition), improved pricing and favorable mix,~~higher compensation expenses, partially offset by ~~higher compensation expenses.~~

Components segment EBITDA for the six months ended June 30, 2023, increased $321 million versus the comparable period in 2022, primarily due to higher volumes (including sales of axles and brakes from the Meritor acquisition)lower material costs and favorable ~~pricing, partially offset by higher compensation expenses.~~mix.

~~Table of Contents~~

Engine Segment Results

Financial data for the Engine segment was as follows:






		Three months ended						Favorable/				Six months ended							Favorable/
		June 30,						(Unfavorable)				June 30,							(Unfavorable)
In millions	In millions	2023			2022			Amount		Percent		2023			2022				Amount		Percent
In millions
In millions
External sales
External sales
External sales	External sales	$	2,263		$	2,092		$	171	8	%	$	4,515		$	4,141			$	374	9	%
Intersegment sales	Intersegment sales	725			683			42		6	%	1,459			1,387				72		5	%
Intersegment sales
Intersegment sales
Total sales
Total sales
Total sales	Total sales	2,988			2,775			213		8	%	5,974			5,528				446		8	%

Research, development and engineering expenses	Research, development and engineering expenses	148			116			(32)		(28)	%	282			225				(57)		(25)	%

Research, development and engineering expenses

Research, development and engineering expenses
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees	Equity, royalty and interest income from investees	71			58			13		22	%	136			100			(1)	36		36	%

Interest income	Interest income	7			1			6		NM		10			5				5		100	%

Russian suspension costs		—			1			1		100	%	—			33			(2)	33		100	%
Interest income

Interest income

Segment EBITDA	Segment EBITDA	425			421			4		1	%	882			811				71		9	%

								Percentage Points											Percentage Points
Segment EBITDA

Segment EBITDA






Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales	Segment EBITDA as a percentage of total sales	14.2		%	15.2		%			(1.0)		14.8		%	14.7		%				0.1

"NM" - not meaningful information	"NM" - not meaningful information
																							(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. See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.	(2) Includes $31 million of Russian suspension costs reflected in the equity, royalty and interest income from investees line above. See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
"NM" - not meaningful information

"NM" - not meaningful information

Sales for our Engine segment by market were as follows:


		Three months ended						Favorable/				Six months ended						Favorable/
		June 30,						(Unfavorable)				June 30,						(Unfavorable)

		March 31,
		March 31,
		March 31,
In millions
In millions
In millions	In millions	2023			2022			Amount		Percent		2023			2022			Amount		Percent
Heavy-duty truck	Heavy-duty truck	$	1,117		$	1,001		$	116	12	%	$	2,231		$	1,909		$	322	17	%
Heavy-duty truck
Heavy-duty truck
Medium-duty truck and bus
Medium-duty truck and bus
Medium-duty truck and bus	Medium-duty truck and bus	942			875			67		8	%	1,845			1,723			122		7	%
Light-duty automotive	Light-duty automotive	445			456			(11)		(2)	%	884			954			(70)		(7)	%
Light-duty automotive
Light-duty automotive
Total on-highway
Total on-highway
Total on-highway	Total on-highway	2,504			2,332			172		7	%	4,960			4,586			374		8	%
Off-highway	Off-highway	484			443			41		9	%	1,014			942			72		8	%
Off-highway
Off-highway
Total sales
Total sales
Total sales	Total sales	$	2,988		$	2,775		$	213	8	%	$	5,974		$	5,528		$	446	8	%

								Percentage Points										Percentage Points




On-highway sales as percentage of total sales
On-highway sales as percentage of total sales
On-highway sales as percentage of total sales	On-highway sales as percentage of total sales	84		%	84		%			—		83		%	83		%			—

Table of Contents

Unit shipments by engine classification (including unit shipments to Power Systems and off-highway engine units included in their respective classification) were as follows:

Three months ended Favorable/ Six months ended Favorable/
June 30, (Unfavorable) June 30, (Unfavorable)
2023 2022 Amount Percent 2023 2022 Amount Percent
Heavy-duty 36,400 30,900 5,500 18 % 71,100 59,500 11,600 19 %
Medium-duty 76,000 68,800 7,200 10 % 154,900 141,400 13,500 10 %
Light-duty 53,600 60,400 (6,800) (11) % 108,600 126,900 (18,300) (14) %
Total unit shipments 166,000 160,100 5,900 4 % 334,600 327,800 6,800 2 %

~~Table of Contents~~


	Three months ended		Favorable/
	March 31,		(Unfavorable)
	2024	2023	Amount	Percent
Heavy-duty	33,600	34,700	(1,100)	(3)	%
Medium-duty	75,800	78,900	(3,100)	(4)	%
Light-duty	54,800	55,000	(200)	—	%
Total unit shipments	164,200	168,600	(4,400)	(3)	%

Sales

Engine segment sales for the three months ended ~~June 30, 2023, increased $213~~March 31, 2024, decreased $58 million versus the comparable period in ~~2022.~~2023. The following were the primary drivers by market:

•Off-highway sales decreased $94 million mainly due to lower demand in global construction markets, especially in China and Western Europe.

•Heavy-duty truck sales ~~increased $116~~decreased $55 million principally due to ~~stronger~~weaker demand in North ~~America and China.~~America.

•~~Medium-duty~~These decreases were partially offset by increased medium-duty truck and bus sales ~~increased $67~~of $92 million mainly due to higher demand ~~especially~~ in North America with higher medium-duty truck shipments ~~up 18~~of 20 percent.

~~Engine segment sales for the six months ended June 30, 2023, increased $446 million versus the comparable period in 2022. The following were the primary drivers by market:~~

•~~Heavy-duty truck sales increased $322 million principally due to higher demand (including higher aftermarket sales), especially in North America with shipments up 18 percent.~~

•~~Medium-duty truck and bus sales increased $122 million mainly due to higher demand (including higher aftermarket sales) especially in North America.~~

~~These increases were partially offset by decreased light-duty automotive sales of $70 million primarily due to our indefinite suspension of operations in Russia.~~

Segment EBITDA

Engine segment EBITDA for the three months ended ~~June 30, 2023, increased $4~~March 31, 2024, decreased $43 million versus the comparable period in ~~2022,~~2023, primarily due to ~~favorable pricing, partially offset by~~lower volumes, higher compensation expenses and ~~increased material costs.~~

~~Engine segment EBITDA for the six months ended June 30, 2023, increased $71 million versus the comparable period in 2022, mainly due to favorable pricing,~~unfavorable product coverage costs, partially offset by ~~higher compensation expenses.~~favorable pricing.

Distribution Segment Results

Financial data for the Distribution segment was as follows:






		Three months ended						Favorable/					Six months ended						Favorable/
		June 30,						(Unfavorable)					June 30,						(Unfavorable)
In millions	In millions	2023			2022			Amount		Percent			2023			2022			Amount		Percent
In millions
In millions
External sales
External sales
External sales	External sales	$	2,576		$	2,247		$	329	15	%		$	4,975		$	4,358		$	617	14	%
Intersegment sales	Intersegment sales	19			6			13		NM			26			12			14		NM
Intersegment sales
Intersegment sales
Total sales
Total sales
Total sales	Total sales	2,595			2,253			342		15	%		5,001			4,370			631		14	%

Research, development and engineering expenses	Research, development and engineering expenses	15			13			(2)		(15)	%		29			26			(3)		(12)	%

Research, development and engineering expenses

Research, development and engineering expenses
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees	Equity, royalty and interest income from investees	24			21			3		14	%		48			37			11		30	%
Interest income	Interest income	8			3			5		NM			15			5			10		NM
Interest income
Interest income

Russian suspension (recoveries) costs (1)		—			(45)			(45)		(100)	%		—			55			55		100	%
Segment EBITDA

Segment EBITDA

Segment EBITDA	Segment EBITDA	299			297			2		1	%		634			407			227		56	%

								Percentage Points											Percentage Points




Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales	Segment EBITDA as a percentage of total sales	11.5		%	13.2		%			(1.7)			12.7		%	9.3		%			3.4

"NM" - not meaningful information
												(1) See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.

4636

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Sales for our Distribution segment by region ~~including adjusted prior year balances for the changes noted above,~~ were as follows:






		Three months ended				Favorable/				Six months ended				Favorable/
		June 30,				(Unfavorable)				June 30,				(Unfavorable)
In millions	In millions	2023		2022		Amount		Percent		2023		2022		Amount		Percent
In millions
In millions
North America
North America
North America	North America	$	1,797	$	1,494	$	303	20	%	$	3,492	$	2,861	$	631	22	%
Asia Pacific	Asia Pacific	266		242		24		10	%	506		488		18		4	%
Asia Pacific
Asia Pacific
Europe
Europe
Europe	Europe	213		248		(35)		(14)	%	408		529		(121)		(23)	%
China	China	113		99		14		14	%	215		182		33		18	%
Africa and Middle East		80		61		19		31	%	142		111		31		28	%
China
China
India
India
India	India	65		53		12		23	%	124		102		22		22	%
Latin America	Latin America	61		56		5		9	%	114		97		17		18	%
Latin America
Latin America
Africa and Middle East
Africa and Middle East
Africa and Middle East

Total sales

Total sales

Total sales	Total sales	$	2,595	$	2,253	$	342	15	%	$	5,001	$	4,370	$	631	14	%

Sales for our Distribution segment by product line were as follows:






		Three months ended				Favorable/				Six months ended				Favorable/
		June 30,				(Unfavorable)				June 30,				(Unfavorable)
In millions	In millions	2023		2022		Amount		Percent		2023		2022		Amount		Percent
In millions
In millions
Parts
Parts
Parts	Parts	$	1,019	$	990	$	29	3	%	$	2,076	$	1,914	$	162	8	%
Power generation	Power generation	614		441		173		39	%	1,106		842		264		31	%
Power generation
Power generation
Engines
Engines
Engines	Engines	531		429		102		24	%	987		870		117		13	%
Service	Service	431		393		38		10	%	832		744		88		12	%
Service
Service
Total sales
Total sales
Total sales	Total sales	$	2,595	$	2,253	$	342	15	%	$	5,001	$	4,370	$	631	14	%

Sales

Distribution segment sales for the three months ended ~~June 30, 2023,~~March 31, 2024, increased ~~$342~~$129 million versus the comparable period in ~~2022.~~2023. The following were the primary ~~driver was an increase in North American~~drivers by region:

•Asia Pacific sales ~~of $303~~increased $45 million primarily due to higher demand in ~~all product lines (mainly~~power generation, especially data center markets, and service.

•European sales increased $45 million mainly due to favorable demand in power generation and ~~aftermarket products). The increase was partially offset by unfavorable foreign currency fluctuations, primarily in the Australian dollar, Canadian dollar, South African rand and Chinese renminbi.~~parts.

~~Distribution segment sales for the six months ended June 30, 2023, increased $631 million versus the comparable period in 2022. The primary driver was an increase in~~ •North American sales ~~of $631~~increased $28 million principally due to higher demand in ~~all product lines.~~

~~The increase was~~power generation, especially commercial and data center markets, partially offset by ~~the following:~~

•~~European sales decreased $121 million as a result of our indefinite suspension of operations in Russia.~~

•~~Unfavorable foreign currency fluctuations, primarily in the Australian dollar, Canadian dollar, Chinese renminbi, Indian rupee~~lower demand for engines and ~~South African rand.~~aftermarket products.

Segment EBITDA

Distribution segment EBITDA for the three months ended ~~June 30, 2023, increased $2~~March 31, 2024, decreased $41 million versus the comparable period in ~~2022,~~2023, primarily due to ~~increased volumes~~higher compensation expenses, unfavorable inventory adjustments and ~~favorable~~unfavorable mix, partially offset by ~~higher compensation expenses and the absence of recoveries associated with the suspension of our Russian operations. See NOTE 14, "RUSSIAN OPERATIONS," to our~~ ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

~~Distribution segment EBITDA for the six months ended June 30, 2023, increased $227 million versus the comparable period in 2022, primarily due to increased volumes,~~ favorable ~~mix and improved pricing, partially offset by higher compensation expenses.~~pricing.

4737

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Power Systems Segment Results

Financial data for the Power Systems segment was as follows:


	Three months ended						Favorable/				Six months ended						Favorable/
	June 30,						(Unfavorable)				June 30,						(Unfavorable)
In millions	2023			2022			Amount		Percent		2023			2022			Amount		Percent
External sales	$	794		$	734		$	60	8	%	$	1,473		$	1,417		$	56	4	%
Intersegment sales	663			469			194		41	%	1,327			946			381		40	%
Total sales	1,457			1,203			254		21	%	2,800			2,363			437		18	%

Research, development and engineering expenses	66			58			(8)		(14)	%	129			122			(7)		(6)	%
Equity, royalty and interest income from investees	18			10			8		80	%	31			21			10		48	%
Interest income	2			1			1		100	%	4			2			2		100	%

Russian suspension (recoveries) costs (1)	—			(1)			(1)		(100)	%	—			19			19		100	%
Segment EBITDA	201			128			73		57	%	420			218			202		93	%

							Percentage Points										Percentage Points
Segment EBITDA as a percentage of total sales	13.8		%	10.6		%			3.2		15.0		%	9.2		%			5.8
																					(1) See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.


In millions
In millions
In millions
External sales
External sales
External sales
Intersegment sales
Intersegment sales
Intersegment sales
Total sales
Total sales
Total sales

Research, development and engineering expenses

Research, development and engineering expenses

Research, development and engineering expenses
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees
Equity, royalty and interest income from investees
Interest income
Interest income
Interest income

Segment EBITDA

Segment EBITDA

Segment EBITDA






Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales
Segment EBITDA as a percentage of total sales

Sales for our Power Systems segment by product line were as follows:






		Three months ended				Favorable/				Six months ended				Favorable/
		June 30,				(Unfavorable)				June 30,				(Unfavorable)
In millions	In millions	2023		2022		Amount		Percent		2023		2022		Amount		Percent
In millions
In millions
Power generation
Power generation
Power generation	Power generation	$	854	$	657	$	197	30	%	$	1,624	$	1,321	$	303	23	%
Industrial	Industrial	468		428		40		9	%	923		821		102		12	%
Industrial
Industrial
Generator technologies
Generator technologies
Generator technologies	Generator technologies	135		118		17		14	%	253		221		32		14	%
Total sales	Total sales	$	1,457	$	1,203	$	254	21	%	$	2,800	$	2,363	$	437	18	%
Total sales
Total sales

Sales

Power Systems segment sales for the three months ended ~~June 30, 2023,~~March 31, 2024, increased ~~$254~~$46 million versus the comparable period in ~~2022.~~2023. The primary driver was an increase in power generation sales of $~~197~~83 million mainly due to higher demand in North America and India, ~~Asia Pacific,~~partially offset by weaker demand in Western Europe and ~~Mexico.~~Latin America. The increase was partially offset by ~~unfavorable foreign currency fluctuations, primarily~~a decrease in ~~the Indian rupee and Chinese renminbi.~~

~~Power Systems segment~~industrial sales ~~for the six months ended June 30, 2023, increased $437 million versus the comparable period in 2022. The following were the primary drivers by product line:~~

•~~Power generation sales increased $303~~of $35 million mainly due to ~~higher~~weaker demand in ~~North America, India and Asia Pacific.~~

•~~Industrial sales increased $102 million principally due to improved demand in~~the oil and gas market in North America, ~~and~~partially offset by stronger demand in global mining markets.

~~These increases were partially offset by unfavorable foreign currency fluctuations, primarily in the Indian rupee and Chinese renminbi.~~

Segment EBITDA

Power Systems segment EBITDA for the three months ended ~~June 30, 2023,~~March 31, 2024, increased ~~$73~~$18 million versus the comparable period in ~~2022,~~2023, mainly due to ~~increased volumes and~~ favorable pricing, partially offset by unfavorable mix and higher compensation ~~expenses and severance costs.~~

Power Systems segment EBITDA for the six months ended June 30, 2023, increased $202 million versus the comparable period in 2022, primarily due to favorable pricing and increased volumes, partially offset by higher compensation expenses and severance costs.expenses.

4838

Table of Contents

Accelera Segment Results

Financial data for the Accelera segment was as follows:






		Three months ended				Favorable/				Six months ended				Favorable/
		June 30,				(Unfavorable)				June 30,				(Unfavorable)
In millions	In millions	2023		2022		Amount		Percent		2023		2022		Amount		Percent
In millions
In millions
External sales
External sales
External sales	External sales	$	81	$	36	$	45	NM		$	161	$	61	$	100	NM
Intersegment sales	Intersegment sales	4		6		(2)		(33)	%	9		12		(3)		(25)	%
Intersegment sales
Intersegment sales
Total sales
Total sales
Total sales	Total sales	85		42		43		NM		170		73		97		NM

Research, development and engineering expenses	Research, development and engineering expenses	52		39		(13)		(33)	%	100		75		(25)		(33)	%

Research, development and engineering expenses

Research, development and engineering expenses
Equity, royalty and interest loss from investees	Equity, royalty and interest loss from investees	(4)		(3)		(1)		(33)	%	(8)		(4)		(4)		(100)	%
Interest income		1		—		1		NM		1		—		1		NM
Equity, royalty and interest loss from investees
Equity, royalty and interest loss from investees

Segment EBITDA

Segment EBITDA

Segment EBITDA	Segment EBITDA	(114)		(79)		(35)		(44)	%	(208)		(144)		(64)		(44)	%

"NM" - not meaningful information

Accelera segment sales for the three months ended ~~June 30, 2023,~~March 31, 2024, increased ~~$43~~$8 million versus the comparable period in ~~2022~~2023 principally due to ~~incremental~~improved sales of ~~central drive systems, e-axles and accessory systems since the acquisitions of Siemens' Commercial Vehicles Propulsion business and Meritor's electric powertrain business.~~

Accelera segment sales for the six months ended June 30, 2023, increased $97 million versus the comparable period in 2022 principally due to incremental sales of central drive systems, e-axles and accessory systems since the acquisitions of Siemens' Commercial Vehicles Propulsion business and Meritor's electric powertrain business, as well as improved electrified components and fuel cell sales.electrolyzers.

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OUTLOOK

~~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. The Board continues to monitor and evaluate all of these factors and the related impacts on our business and operations and we are diligently working to minimize the supply chain impacts to our business and to our customers.

~~Business Outlook~~

Our outlook reflects the following positive trends and challenges to our business that could impact our revenue and earnings potential for the remainder of ~~2023.~~2024.

Positive Trends

•We expect demand for ~~pick-up,~~ medium-duty ~~and heavy-duty~~ trucks in North America to remain strong.

•We believe market demand for trucks in India will continue to be strong.

•We expect demand within our Power Systems business to remain strong, including the power generation ~~mining, oil~~ and ~~gas and marine~~mining markets.

•We anticipate demand in our aftermarket business will continue to be robust, driven primarily by ~~truck utilization in North America and continued~~ strong demand in our Engine and Power Systems ~~business.~~businesses.

•We expect demand for trucks in China to remain stable or improve ~~from the low demand levels~~ in ~~2022.~~2024.

Challenges

•We expect demand for heavy-duty trucks in North America to weaken modestly, particularly in the second half of 2024.

•Continued increases in material and labor costs, as well as other inflationary pressures, could negatively impact earnings.

•~~Our industry's sales continue to be unfavorably impacted by supply chain constraints leading to shortages across multiple components categories and limiting~~The financial implications resulting from our ~~collective ability to meet end-user demand. Our customers are also experiencing other supply chain issues limiting full production capabilities.~~

•~~The completion of the Meritor, Inc. acquisition in 2022 impacted~~Settlement Agreements will negatively impact our liquidity in 2024 and ~~resulted~~will result in incremental interest expense for debt utilized in funding the ~~transaction and increased amortization of intangible assets, which will negatively impact net income.~~civil penalty.

•~~Increasing interest rates could increase borrowing costs and negatively impact net income.~~

•~~We expect the ongoing separation of Atmus, our filtration business, into a stand-alone company, will continue to result in incremental expenses.~~

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LIQUIDITY AND CAPITAL RESOURCES

Key Working Capital and Balance Sheet Data

We fund our working capital with cash from operations and short-term borrowings, including commercial paper, when necessary. Various assets and liabilities, including short-term debt, can fluctuate significantly from month to month depending on short-term liquidity needs. As a result, working capital is a prime focus of management's attention. Working capital and balance sheet measures are provided in the following table:


Dollars in millions	Dollars in millions	June 30, 2023			December 31, 2022			Dollars in millions	March 31, 2024		December 31, 2023
Working capital (1)	Working capital (1)	$	4,365		$	3,030
Current ratio	Current ratio	1.40			1.27
Accounts and notes receivable, net	Accounts and notes receivable, net	$	5,863		$	5,202
Days' sales in receivables	Days' sales in receivables	59			60
Inventories	Inventories	$	6,026		$	5,603
Inventory turnover	Inventory turnover	4.3			4.2
Accounts payable (principally trade)	Accounts payable (principally trade)	$	4,308		$	4,252
Days' payable outstanding	Days' payable outstanding	60			60
Total debt	Total debt	$	7,700		$	7,855
Total debt as a percent of total capital	Total debt as a percent of total capital	40.4		%	44.1		%	Total debt as a percent of total capital	40.4	%	40.3	%

(1) Working capital includes cash and cash equivalents.
(1) Working capital included cash and cash equivalents
(1) Working capital included cash and cash equivalents
(1) Working capital included cash and cash equivalents

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Cash Flows

Cash and cash equivalents were impacted as follows:


		Three months ended

			Six months ended
			June 30,							March 31,
In millions	In millions		2023		2022		Change		In millions		2024	2023	Change
Net cash provided by operating activities	Net cash provided by operating activities		$	978	$	763	$	215
Net cash used in investing activities	Net cash used in investing activities		(606)		(576)		(30)
Net cash used in financing activities			(603)		(391)		(212)
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents		(68)		74		(142)
Net decrease in cash and cash equivalents			$	(299)	$	(130)	$	(169)
Net increase (decrease) in cash and cash equivalents

Net cash provided by operating activities ~~increased $215~~decreased $219 million for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable period in ~~2022,~~2023, primarily due to higher ~~net~~working capital requirements of $112 million and lower operating income of ~~$413 million, partially offset by higher working capital requirement of $179 million and the absence of Russian suspension costs, net of recoveries, in 2023 of $111~~$103 million. The higher working capital requirements resulted in a cash outflow of ~~$849~~$606 million compared to a cash outflow of ~~$670~~$494 million in the comparable period of ~~2022,~~2023, mainly due to higher variable compensation payouts in accrued expenses, increased inventories and unfavorable changes in accounts payable, partially offset by favorable changes in accounts and notes receivable and accounts payable, partially offset by increased accrued expenses (from higher variable compensation accruals in 2023 and higher variable compensation payments in the first quarter of 2022 for the previous year).receivable.

Net cash used in investing activities increased ~~$30~~$178 million for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable period in ~~2022,~~2023, primarily due to cash associated with the Atmus divestiture of $174 million and higher ~~capital expenditures~~acquisition activity of ~~$163~~$59 million, partially offset by higher net liquidations of marketable securities of $33 million and lower ~~acquisition~~capital expenditures of ~~businesses, net of cash acquired of $111~~$24 million.

Net cash ~~used in~~provided by financing activities increased ~~$212~~$862 million for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable period in ~~2022,~~2023, primarily due to proceeds from borrowings of $2.4 billion (principally related to our 2024 note issuance), partially offset by higher net payments of commercial paper of ~~$1.1 billion~~$858 million and ~~higher~~ payments on borrowings and finance lease obligations of $157 million (largely related to term loan payments), partially offset by higher proceeds from borrowings of $681 million (including $650 million of Atmus debt) and the absence of repurchases of common stock of $347$606 million.

The effect of exchange rate changes on cash and cash equivalents for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, versus the comparable period in ~~2022, changed $142~~2023, increased $18 million primarily due to unfavorable fluctuations in the British pound, partially offset by the Chinese renminbi.

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Sources of Liquidity

We generate significant ongoing cash flow. Cash provided by operations is our principal source of liquidity with ~~$978~~$276 million generated in the ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024. Our sources of liquidity include:


			June 30, 2023
		March 31, 2024																		March 31, 2024
In millions	In millions		Total		U.S.		International		Primary location of international balances	In millions	Total			U.S.			International				Primary location of international balances
Cash and cash equivalents	Cash and cash equivalents		$	1,802	$	805	$	997	Singapore, China, Belgium, Australia, Canada, Mexico	Cash and cash equivalents	$	2,541	$	$	1,617	$	$	924	Singapore, Australia, Belgium, Mexico, Canada, China			Singapore, Australia, Belgium, Mexico, Canada, China

Marketable securities (1)	Marketable securities (1)		512		90		422		India
Marketable securities (1)
Marketable securities (1)											510			85			425				India
Total	Total		$	2,314	$	895	$	1,419
Available credit capacity	Available credit capacity
Available credit capacity
Available credit capacity
Revolving credit facilities (2)	Revolving credit facilities (2)		$	2,383
Atmus revolving credit facility (3)			$	350
Revolving credit facilities (2)
Revolving credit facilities (2)

International and other uncommitted domestic credit facilities

International and other uncommitted domestic credit facilities

International and other uncommitted domestic credit facilities	International and other uncommitted domestic credit facilities		$	221
																		(1) The majority of marketable securities could be liquidated into cash within a few days.					(2) The five-year credit facility for $2.0 billion and the 364-day credit facility for $2.0 billion, maturing August 2026 and June 2024, respectively, are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. At June 30, 2023, we had $1.6 billion of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to $2.4 billion.	(3) In February 2023, Atmus entered into a $400 million revolving credit facility. At June 30, 2023, they had $50 million of outstanding borrowings, which effectively reduced the available capacity under the revolving credit facility to $350 million.
(1) The majority of marketable securities could be liquidated into cash within a few days.

(1) The majority of marketable securities could be liquidated into cash within a few days.
(2) The five-year credit facility for $2.0 billion and the 364-day credit facility for $2.0 billion, maturing August 2026 and June 2024, respectively, are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. At March 31, 2024, we had $609 million of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to $3.4 billion.										(2) The five-year credit facility for $2.0 billion and the 364-day credit facility for $2.0 billion, maturing August 2026 and June 2024, respectively, are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. At March 31, 2024, we had $609 million of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to $3.4 billion.

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Cash, Cash Equivalents and Marketable Securities

A significant portion of our cash flow is generated outside the U.S. We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. As a result, we do not anticipate any local liquidity restrictions to preclude us from funding our operating needs with local resources.

If we distribute our foreign cash balances to the U.S. or to other foreign subsidiaries, we could be required to accrue and pay withholding taxes, for example, if we repatriated cash from certain foreign subsidiaries whose earnings we asserted are completely or partially permanently reinvested. Foreign earnings for which we assert permanent reinvestment outside the U.S. consist primarily of earnings of our China, India, Canada (including underlying subsidiaries) and Netherlands domiciled subsidiaries. At present, we do not foresee a need to repatriate any earnings for which we assert permanent reinvestment. However, to help fund cash needs of the U.S. or other international subsidiaries as they arise, we repatriate available cash from certain foreign subsidiaries whose earnings are not permanently reinvested when it is cost effective to do so.

~~Divestiture~~Debt Facilities and Other Sources of ~~Atmus~~Liquidity

~~On May 23, 2023, in connection with the Atmus IPO, Cummins~~In April 2024, we issued approximately ~~$350 million~~$1.0 billion of commercial paper ~~with certain lenders. On~~in anticipation of paying the substantial majority of payments required by the Settlement Agreements in May ~~26, 2023, Atmus shares began trading~~2024. See NOTE 11, “COMMITMENTS AND CONTINGENCIES,” to the Condensed Consolidated Financial Statements for additional information on the ~~New York Stock Exchange under the symbol "ATMU." The IPO was completed on May 30, 2023, whereby Cummins exchanged 19.5~~Settlement Agreements.

On February 20, 2024, we issued $2.25 billion aggregate principal amount of senior unsecured notes consisting of $500 million aggregate principal amount of 4.90 percent ~~(approximately 16~~senior unsecured notes due in 2029, $750 million ~~shares)~~aggregate principal amount of ~~its ownership~~5.15 percent senior unsecured notes due in ~~Atmus, at $19.50 per share, to retire $299 million~~2034 and $1.0 billion aggregate principal amount of ~~the commercial paper as~~5.45 percent senior unsecured notes due in 2054. We received net proceeds ~~from the offering through a non-cash transaction. In exchange for the filtration business, Atmus also transferred to Cummins consideration~~ of approximately $650 million. The commercial paper issued and retired through the IPO proceeds, coupled with the $650 million received, is intended to be used for the retirement of our historical debt, dividends and share repurchases.$2.2 billion. See NOTE ~~15, "FORMATION OF ATMUS AND IPO,~~9, "DEBT," to the Condensed Consolidated Financial Statements for additional information.

~~Debt Facilities and Other Sources of Liquidity~~

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~~We have access to~~Our committed credit facilities ~~totaling~~provide access up to $4.0 billion, including our $2.0 billion 364-day facility that expires June 3, 2024, and our $2.0 billion five-year facility that expires on August 18, 2026. These revolving credit facilities are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. We intend to maintain credit facilities at the current or higher aggregate amounts by renewing or replacing these facilities at or before expiration. There were no outstanding borrowings under these facilities at ~~June 30, 2023.~~March 31, 2024.

~~We can issue~~Our committed credit facilities provide access up to~~$4.0~~ $4.0 billion of unsecured, short-term promissory notes (commercial paper) pursuant to the Board of Directors (the Board) authorized commercial paper programs. These programs facilitate the private placement of unsecured short-term debt through third-party brokers. We intend to use the net proceeds from the commercial paper borrowings for ~~acquisitions and~~ general corporate purposes. The total combined borrowing capacity under the revolving credit facilities and commercial paper programs should not exceed $4.0 billion. At ~~June 30, 2023,~~March 31, 2024, we had ~~$1.6 billion~~$609 million of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to ~~$2.4~~$3.4 billion.

~~In 2021, we entered into a series of interest rate swaps to effectively convert our $500 million senior notes, due in 2025, from a fixed rate of 0.75 percent to a floating rate equal~~ See NOTE 9, "DEBT," to the three-month LIBOR plus a spread. We also entered into a series of interest rate swaps to effectively convert $765 million of our $850 million senior notes, due in 2030, from a fixed rate of 1.50 percent to a floating rate equal to the three-month LIBOR plus a spread. The swaps were designated and are accountedCondensed Consolidated Financial Statements for as fair value hedges. In March 2023, we settled a portion of our 2021 interest rate swaps with a notional amount of $100 million. The $7 million loss on settlement will be amortized over the remaining term of the related debt.

~~In 2019, we entered into $350 million of interest rate lock agreements, and in 2020 we entered into an~~ additional $150 million of lock agreements to reduce the variability of the cash flows of the interest payments on a total of $500 million of fixed rate debt forecast to be issued in 2023 to replace our senior notes at maturity. In December 2022, we settled certain rate lock agreements with notional amounts totaling $150 million for $49 million. In February 2023, we settled certain rate lock agreements with notional amounts totaling $100 million for $34 million. The $83 million of gains on settlements will remain in other comprehensive income and will be amortized over the term of the anticipated new debt.

On February 15, 2023, certain of our subsidiaries entered into an amendment to the $1.0 billion credit agreement (Credit Agreement), consisting of a $400 million revolving credit facility and a $600 million term loan facility, in anticipation of the separation of our filtration business, which extended the date on which the Credit Agreement terminates from March 30, 2023 to June 30, 2023. On May 26, 2023, Atmus drew down the entire $600 million term loan facility and borrowed $50 million under the revolving credit facility for use as partial consideration for the filtration business. Borrowings under the Credit Agreement mature in September 2027 and bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable borrower’s election. Generally, U.S. dollar-denominated loans bear interest at adjusted term Secured Overnight Financing Rate (SOFR) (which includes a 0.10 percent credit spread adjustment to term SOFR) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent. The Credit Agreement contains customary events of default and financial and other covenants, including maintaining a net leverage ratio of 4.0 to 1.0 and a minimum interest coverage ratio of 3.0 to 1.0.information.

As a well-known seasoned issuer, we filed an automatic shelf registration of an undetermined amount of debt and equity with the Securities and Exchange Commission (SEC) on February 8, 2022. Under this shelf registration we may offer, from time to time, debt securities, common stock, preferred and preference stock, depositary shares, warrants, stock purchase contracts and stock purchase units.

On July 3, 2023, the Financial Conduct Authority published a statement confirming that the U.S. dollar LIBOR panel had ceased. The Alternative Reference Rates Committee identified SOFR as its preferred alternative rate for U.S. dollar LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. We evaluated the potential impact of the replacement of the LIBOR benchmark interest rate including risk management, internal operational readiness and monitoring the Financial Accounting Standards Board standard-setting process to address financial reporting issues that might arise in connection with transition from LIBOR to a new benchmark rate. The change had no material impact due to our operational and system readiness coupled with relevant contractual fallback language. In anticipation of LIBOR's phase out, our revolving credit and term loan agreements incorporated the use of SOFR as a replacement for LIBOR. Our 5-year credit facility maturing August 18, 2026, as amended to date, also incorporates SOFR. Additionally, with respect to our $1.2 billion in LIBOR-based fixed to variable rate swaps maturing in 2025 and 2030, we reviewed and believe our adherence to the 2020 LIBOR fallback protocol allowed for a smooth transition to the designated replacement rate.

Supply Chain Financing

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voluntary and there are no assets pledged as security or other forms of guarantees provided for the committed payment to the finance provider or intermediary. As a result, all amounts owed to the financial intermediaries are presented as accounts payable in our Condensed Consolidated Balance Sheets. Amounts due to the financial intermediaries reflected in accounts payable at ~~June 30, 2023,~~March 31, 2024, were ~~$231~~$193 million.

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Uses of Cash

Settlement Agreements

In December 2023, we announced that we reached an agreement in principle with the EPA, CARB, the Environmental and Natural Resources Division of the U.S. Department of Justice and the California Attorney General’s Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024 (collectively, the Settlement Agreements). As part of the Settlement Agreements, 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 Settlement Agreements will subject us to stipulated penalties. We recorded a charge of $2.0 billion in the fourth quarter of 2023 to resolve the matters addressed by the Settlement Agreements involving approximately one million of our pick-up truck applications in the U.S. This charge was in addition to the previously announced charges of $59 million for the recalls of model years 2013 through 2018 RAM 2500 and 3500 trucks and model years 2016 through 2019 Titan trucks. Of this amount, $1.9 billion relates to payments that we began making in April 2024; however, the majority of these payments are expected to be made in May 2024. See NOTE 11, "COMMITMENTS AND CONTINGENCIES," to the Condensed Consolidated Financial Statements for additional information.

Repayment of Debt

We used a portion of the net proceeds of $2.2 billion from our February 2024 bond issuance to pay down $650 million of our term loan, due 2025, and commercial paper. We intend to use the remaining net proceeds for general corporate purposes.

In April 2024, we also repaid $100 million of our term loan, due 2025.

Dividends

We paid dividends of ~~$445~~$239 million during the ~~six~~three months ended ~~June 30, 2023. In July 2023, the Board authorized an increase to our quarterly dividend of approximately 7 percent from $1.57 per share to $1.68 per share.~~March 31, 2024.

Capital Expenditures

Capital expenditures for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, were ~~$414~~$169 million versus ~~$251~~$193 million in the comparable period in ~~2022.~~2023. We continue to invest in new product lines and targeted capacity expansions. We plan to spend an estimated $1.2 billion to $1.3 billion in ~~2023~~2024 on capital expenditures with over 6065 percent of these expenditures expected to be invested in North America.

~~Acquisitions~~

~~Acquisitions for the six months ended June 30, 2023, were as follows:~~

Entity Acquired (Dollars in millions) Date of Acquisition Additional Percent Interest Acquired Payments to Former Owners Acquisition Related Debt Retirements
Total Purchase Consideration(1)
Hydrogenics Corporation (Hydrogenics) 06/29/23 19% $ 287 $ 48 $ 335
Teksid Hierro de Mexico, S.A. de C.V. (Teksid MX) 04/03/23 100% 150 — 150
(1) The "Total Purchase Consideration" represents the total amount that will or is estimated to be paid to complete the acquisition. Hydrogenics entered into three non-interest-bearing promissory notes with $175 million paid on July 31, 2023, and the remaining $160 million due in three installments through 2025.

~~See NOTE 16, "ACQUISITIONS," to our~~ ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

Current Maturities of Short and Long-Term Debt

We had ~~$1.6 billion~~$609 million of commercial paper outstanding at ~~June 30, 2023,~~March 31, 2024, that matures in less than one year. The maturity schedule of our existing long-term debt requires significant cash outflows ~~in 2023 when our 3.65 percent senior notes are due and~~ in 2025 when our term loan and 0.75 percent senior notes are due. Required annual long-term debt principal payments range from $9$41 million to ~~$2.0~~$1.1 billion over the next five years (including the remainder of ~~2023)~~2024). ~~In 2023, we~~We intend to ~~have a greater emphasis on the repayment of debt to maintain~~retain our strong investment credit ratings. See NOTE 9, "DEBT," to the Condensed Consolidated Financial Statements for additional information.

Pensions

Our global pension plans, including our unfunded and non-qualified plans, were ~~120~~113 percent funded at December 31, ~~2022.~~2023. Our U.S. defined benefit plans (qualified and non-qualified), which represented approximately 69 percent of the worldwide pension obligation, were ~~121~~113 percent funded, and our U.K. defined benefit plans were ~~119~~113 percent funded at December 31, ~~2022.~~2023. The funded status of our pension plans is dependent upon a variety of variables and assumptions including return on invested assets, market interest rates and levels of voluntary contributions to the plans. In the first ~~six~~three months of ~~2023, our U.K. pension trusts' loss was 4.3 percent, while~~2024, the investment gain on our U.S. pension trusts was ~~3.3~~1.2 percent, ~~excluding the Meritor plan as their return~~while our U.K. pension trusts' loss was ~~not available at the time of filing.~~2.3 percent. We anticipate making additional defined benefit pension contributions during the remainder of ~~2023~~2024 of ~~$20~~$29 million for our U.S. and U.K. qualified and non-qualified pension plans. These contributions may be made from trusts or company funds either to increase pension assets or to make direct benefit payments to plan participants. We expect our ~~2023~~2024 annual net periodic pension cost to ~~be near zero.~~approximate $34 million.

Stock Repurchases

In December 2021, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the $2.0 billion repurchase plan authorized in 2019. We did not make any repurchases of common stock in the first ~~six~~three months of ~~2023.~~2024. The dollar value remaining available for future purchases under the 2019 program at March 31, 2024, was $218 million.

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Credit Ratings

Our rating and outlook from each of the credit rating agencies as of the date of filing are shown in the table below:

Long-Term

Short-Term

Credit Rating Agency (1)

Senior Debt Rating

Debt Rating

Outlook

Standard and Poor’s Rating Services

A+A

Stable

Moody’s Investors Service, Inc.

Stable

(1) Credit ratings are not recommendations to buy, are subject to change, and each rating should be evaluated independently of any other rating. In addition, we undertake no obligation to update disclosures concerning our credit ratings, whether as a result of new information, future events or otherwise.

Management's Assessment of Liquidity

Our financial condition and liquidity remain strong. Our solid balance sheet and credit ratings enable us to have ready access to credit and the capital markets. We assess our liquidity in terms of our ability to generate adequate cash to fund our operating, investing and financing activities. We believe our access to capital markets, our existing cash and marketable securities, operating cash flow and revolving credit facilities provide us with the financial flexibility needed to ~~fund repayment of debt obligations, dividend~~make payments ~~acquisitions,~~required by the Settlement Agreements, targeted capital expenditures, dividend payments, debt service obligations, projected pension obligations, common stock repurchases ~~projected pension obligations, working capital~~ and ~~equity injections for our subsidiaries~~fund acquisitions through ~~2023~~2024 and beyond. We continue to generate significant cash from operations and maintain access to our revolving credit facilities and commercial paper programs as noted above.

We anticipate making the substantial majority of payments required by the Settlement Agreements in May 2024 through the use of our existing liquidity and access to cash from commercial paper issued in April. See NOTE 17, "SUBSEQUENT EVENTS," to the Condensed Consolidated Financial Statements for additional information.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

A summary of our significant accounting policies is included in NOTE 1, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” of the Notes to the Consolidated Financial Statements of our ~~2022~~2023 Form 10-K, which discusses accounting policies that we have selected from acceptable alternatives.

Our Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles that often require management to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts presented and disclosed in the financial statements. Management reviews these estimates and assumptions based on historical experience, changes in business conditions and other relevant factors they believe to be reasonable under the circumstances. In any given reporting period, our actual results may differ from the estimates and assumptions used in preparing our Condensed Consolidated Financial Statements.

Critical accounting estimates are defined as follows: the estimate requires management to make assumptions about matters that were highly uncertain at the time the estimate was made; different estimates reasonably could have been used; or if changes in the estimate are reasonably likely to occur from period to period and the change would have a material impact on our financial condition or results of operations. Our senior management has discussed the development and selection of our accounting policies, related accounting estimates and the disclosures set forth below with the Audit Committee of the Board. Our critical accounting estimates disclosed in the Form 10-K address estimating liabilities for warranty programs, fair value of intangible assets, assessing goodwill impairment, accounting for income taxes and pension benefits.

A discussion of our critical accounting estimates may be found in the “Management’s Discussion and Analysis” section of our ~~2022~~2023 Form 10-K under the caption “APPLICATION OF CRITICAL ACCOUNTING ESTIMATES.” Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in different policies or estimates being reported in the first ~~six~~three months of ~~2023.~~2024.

RECENTLY ~~ADOPTED~~ISSUED ACCOUNTING PRONOUNCEMENTS

See ~~Note 18,~~NOTE 16, "RECENTLY ~~ADOPTED~~ISSUED ACCOUNTING PRONOUNCEMENTS," in the Notes to Condensed Consolidated Financial Statements for additional information.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

A discussion of quantitative and qualitative disclosures about market risk may be found in Item 7A of our ~~2022~~2023 Form 10-K. There have been no material changes in this information since the filing of our ~~2022~~2023 Form 10-K.

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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~June 30, 2023,~~March 31, 2024, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The matters described under "Legal Proceedings" in NOTE 11, "COMMITMENTS AND CONTINGENCIES," to the Condensed Consolidated Financial Statements are incorporated herein by reference.

ITEM 1A. Risk Factors

In addition to other information set forth in this report and the risk factor noted below, you should consider other risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, which could materially affect our business, financial condition or future results. Other than noted below, there have been no material changes to our risks described in our ~~2022~~2023 Annual Report on Form 10-K or the "CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION" in this Quarterly report. Additional risks and uncertainties not currently known to us or that we currently judge to be immaterial also may materially adversely affect our business, financial condition or operating results.

GOVERNMENT REGULATION

~~We are conducting a formal internal review~~While we have reached Settlement Agreements with the EPA, CARB, the Environmental and Natural Resources Division of the U.S. Department of Justice and the California Attorney General's Office to resolve certain regulatory civil claims regarding our ~~emission~~emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., we have incurred, and likely will incur, other additional claims, costs and expenses in connection with the matters covered by the Settlement Agreements and other matters related to our compliance with emission standards for our engines, including with respect to ~~our pick-up truck applications~~additional regulatory action and ~~are working with the Environmental Protection Agency (EPA) and California Air Resources Board (CARB)~~collateral litigation related to address their questions about these applications. Due to the continuing nature of our formal internal review and on-going discussions with the EPA and CARB, we cannot predict the final results of this formal review and these regulatory processes, nor the extent to which, they likely will have a material adverse impact on the results of operations and cash flows.

We previously announced that we are conducting a formal internal review of our emissions certification process and compliance with emission standards with respect to all of our pick-up truck applications, following conversations with the EPA and CARB regarding certification of our engines for model year 2019 RAM 2500 and 3500 trucks. During conversations with the EPA and CARB about the effectiveness of our pick-up truck applications, the regulators raised concerns that certain aspects of our emissions systems may reduce the effectiveness of our emissions control systems and thereby act as defeat devices. As a result, our internal review focuses, in part, on the regulators’ concerns. We are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements. Based on discussions with the regulators, we have developed a new calibration for the engines in model year 2019 RAM 2500 and 3500 trucks that has been included in all engines shipped since September 2019. During our ongoing discussions, the regulators turned their attention to other model years and other engines, most notably our pick-up truck applications for RAM 2500 and 3500 trucks for model years 2013 through 2018 and Titan trucks for model years 2016 through 2019. Most recently, the regulators have also raised concerns regarding the completeness of our disclosures in our certification applications for RAM 2500 and 3500 trucks for model years 2013 through 2023. We have also been in communication with Environmental and Climate Change Canada regarding similar issues relating to some of these very same platforms. In connection with these and other ongoing discussions with the EPA and CARB, we are developing a new software calibration and will recall model years 2013 through 2018 RAM 2500 and 3500 trucks. We accrued $30 million for the RAM recall during the first quarter of 2022, an amount that reflected our current estimate of the cost of that recall. We are also developing a new software calibration and hardware fix and will recall model years 2016 through 2019 Titan trucks. We accrued $29 million for the Titan recall during the third quarter of 2022, an amount that reflected our current estimate of the cost of that recall.

We will continue to work together closely with the relevant regulators to develop and implement recommendations for improvements and seek to reach further resolutions as part of our ongoing commitment to compliance. Based upon our discussions to date with the regulators which are continuing, such resolutions may involve our agreeing to one or more consent decrees and paying civil penalties. Due to the presence of many unknown facts and circumstances, we are not yet able to estimate any further financial impact of these matters. ~~The consequences resulting from our formal review~~Those and ~~these regulatory processes likely will~~related expenses and reputational damage could have a material adverse impact on our results of operations, financial condition and cash ~~flows, however~~flows.

In December 2023, we ~~cannot yet reasonably estimate~~announced that we reached the agreement in principle and recorded a ~~loss or range~~charge of ~~loss.~~$2.0 billion in the fourth quarter of 2023 to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024. This fourth quarter of 2023 charge was in addition to the previously announced charges of $59 million for the recalls of model years 2013 through 2018 RAM 2500 and 3500 trucks and model years 2016 through 2019 Titan trucks. Failure to comply with the terms and conditions of the Settlement Agreements will also subject us to stipulated penalties.

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 became subject to shareholder, consumer and third-party litigation regarding the matters covered by the Settlement Agreements, and we may become subject to additional litigation in connection with these matters.

The consequences resulting from the resolution of the foregoing matters are uncertain and the related expenses and reputational damage could have a material adverse impact on our results of operations, financial condition and cash flows. See NOTE 11, “COMMITMENTS AND CONTINGENCIES,” to the Condensed Consolidated Financial Statements for additional information.

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

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


	Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
~~April~~January 1 - ~~April 30~~January 31	—	$	—	—	$	2,218
~~May~~February 1 - ~~May 31~~February 29	—	—		—	2,218
~~June~~March 1 - ~~June 30~~March 31	—	—		—	2,218
Total	—	—		—


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

In December 2021, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the $2.0 billion repurchase plan authorized in 2019. During the three months ended ~~June 30, 2023,~~March 31, 2024, we did not make any repurchases of common stock. The dollar value remaining available for future purchases under the 2019 program at ~~June 30, 2023,~~March 31, 2024, was $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.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

(c) During the ~~second~~first quarter of ~~2023,~~2024, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

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ITEM 6. Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

CUMMINS INC.

EXHIBIT INDEX


Exhibit No.						Description of Exhibit




















~~10.1~~4.1						~~Fifth Amended and Restated 364-Day Credit Agreement,~~Sixth Supplemental Indenture, dated as of ~~June 5, 2023, by~~February 20, 2024, between Cummins Inc. and ~~among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase~~U.S. Bank ~~N.A., as Administrative Agent.~~National Association (incorporated by reference to Exhibit ~~10.1~~4.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on ~~June~~ 7 ~~, 2023~~February 20, 2024 (File No. 001-04949)).
~~10.2~~4.2						Seventh Supplemental Indenture, dated as of February 20, 2024, between Cummins Inc. ~~Employee Stock Purchase Plan, as amended~~and U.S. Bank National Association (incorporated by reference to ~~Annex B~~Exhibit 4.3 to the ~~Company's definitive proxy statement~~Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on ~~Schedule 14A on March 27, 2023~~February 20, 2024 (File No. 001-04949)).
4.3						Eighth Supplemental Indenture, dated as of February 20, 2024, between Cummins Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on February 20, 2024 (File No. 001-04949)).
10						Form of Performance-Based Restricted Stock Unit Award Agreement under 2012 Omnibus Incentive Plan (filed herewith).
31(a)						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed with this quarterly report on Form 10-Q are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Net Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~, (iii) the Condensed Consolidated Balance Sheets at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023, (iv) the Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and June 30, 2022~~, (v) the Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and June 30, 2022~~ ~~and~~ (vi) Notes to Condensed Consolidated Financial Statements and (vii) the information included in Part II. Item 5(c)..

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Cummins Inc.

Date:

~~August 3, 2023~~May 2, 2024

By:

/s/ MARK A. SMITH

By:

/s/ LUTHER E. PETERS

Mark A. Smith

Luther E. Peters

Vice President and Chief Financial Officer

Vice President-Controller

(Principal Financial Officer)

(Principal Accounting Officer)

6048


Entity Acquired (Dollars in millions)	Date of Acquisition	Additional Percent Interest Acquired	Payments to Former Owners		Acquisition Related Debt Retirements		Total Purchase Consideration(1)		Type of Acquisition(2)	Goodwill Acquired		Intangibles Recognized(3)
2023
Hydrogenics Corporation (Hydrogenics)	06/29/23	19%	$	287	$	48	$	335	EQUITY	$	—	$	—
Teksid Hierro de Mexico, S.A. de C.V. (Teksid MX)	04/03/23	100%	150		—		150		COMB	25		—
2022 (4)

Jacobs Vehicle Systems (Jacobs)	04/08/22	100%	$	345	$	—	$	345	COMB	$	108	$	164
Cummins Westport, Inc. (Westport JV)	02/07/22	50%	42		—		42		COMB	—		20














(1) The "Total Purchase Consideration" represents the total amount that will or is estimated to be paid to complete the acquisition. Hydrogenics entered into three non-interest-bearing promissory notes with $175 million paid on July 31, 2023, and the remaining $160 million due in three installments through 2025.
(2) All results from acquired entities were included in segment results subsequent to the acquisition date. Previously consolidated entities were accounted for as equity transactions (EQUITY). Newly consolidated entities were accounted for as business combinations (COMB).
(3) Intangible assets acquired in the business combination were mostly customer, technology and trade name related.
(4) See Note 2, "ACQUISITIONS ," of the Notes to the Consolidated Financial Statements of our 2022 Form 10-K for additional information on prior year acquisitions.



	Six months ended June 30,
Operating Segments	2023							2022							Percent change
			Percent							Percent					2023 vs. 2022
In millions	Sales		of Total		EBITDA			Sales		of Total		EBITDA			Sales		EBITDA
Components	$	6,982	41	%	$	993		$	3,938	30	%	$	672		77	%	48	%
Engine	5,974		35	%	882			5,528		43	%	811			8	%	9	%
Distribution	5,001		29	%	634			4,370		34	%	407			14	%	56	%
Power Systems	2,800		16	%	420			2,363		18	%	218			18	%	93	%
Accelera	170		1	%	(208)			73		1	%	(144)			NM		(44)	%
Intersegment eliminations	(3,836)		(22)	%	(56)			(3,301)		(26)	%	(154)			16	%	(64)	%

Total	$	17,091	100	%	$	2,665	(1)	$	12,971	100	%	$	1,810	(2)	32	%	47	%

"NM" - not meaningful information
(1) EBITDA includes $41 million of costs associated with the IPO and separation of Atmus. See NOTE 15, "FORMATION OF ATMUS AND IPO," to our Condensed Consolidated Financial Statements for additional information.
(2) EBITDA includes $111 million of costs associated with the indefinite suspension of our Russian operations and $46 million of costs associated with the planned separation of Atmus. See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.