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 ~~September~~June 30, ~~2022~~2023

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 ~~September~~June 30, ~~2022,~~2023, there were ~~141,022,462~~141,647,129 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021~~June 30, 2022	3
	Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021~~June 30, 2022	4

	Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	5
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021~~June 30, 2022	6
	Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021~~June 30, 2022	7
	Notes to Condensed Consolidated Financial Statements	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3332
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	5855
ITEM 4.	Controls and Procedures	5856
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	6057
ITEM 1A.	Risk Factors	6057
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6158
ITEM 3.	Defaults Upon Senior Securities	6258
ITEM 4.	Mine Safety Disclosures	6258
ITEM 5.	Other Information	6258
ITEM 6.	Exhibits	6259
	Signatures	6460

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				Six months ended
		Three months ended				Nine months ended					June 30,				June 30,
In millions, except per share amounts	In millions, except per share amounts	September 30, 2022		October 3, 2021		September 30, 2022		October 3, 2021		In millions, except per share amounts	2023		2022		2023		2022
NET SALES (a) (Note 2)		$	7,333	$	5,968	$	20,304	$	18,171
Cost of sales (Note 3)		5,691		4,554		15,404		13,793
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
GROSS MARGIN	GROSS MARGIN	1,642		1,414		4,900		4,378		GROSS MARGIN	2,148		1,726		4,177		3,258

OPERATING EXPENSES AND INCOME	OPERATING EXPENSES AND INCOME									OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses	Selling, general and administrative expenses	708		571		1,945		1,745		Selling, general and administrative expenses	873		622		1,626		1,237
Research, development and engineering expenses	Research, development and engineering expenses	348		266		945		802		Research, development and engineering expenses	384		299		734		597
Equity, royalty and interest income from investees (Notes 3 and 5)		70		94		261		397
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 (Note 3)		30		5		144		17
Other operating expense, net										Other operating expense, net	27		3		46		114
OPERATING INCOME	OPERATING INCOME	626		666		2,127		2,211		OPERATING INCOME	997		897		2,023		1,501

Interest expense	Interest expense	61		28		112		85		Interest expense	99		34		186		51
Other income, net		43		37		26		111
Other income (expense), net										Other income (expense), net	51		(8)		141		(17)
INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	608		675		2,041		2,237		INCOME BEFORE INCOME TAXES	949		855		1,978		1,433

Income tax expense (Note 6)		199		134		502		473
Income tax expense (Note 5)										Income tax expense (Note 5)	212		148		435		303
CONSOLIDATED NET INCOME	CONSOLIDATED NET INCOME	409		541		1,539		1,764		CONSOLIDATED NET INCOME	737		707		1,543		1,130

Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	9		7		19		27		Less: Net income attributable to noncontrolling interests	17		5		33		10
NET INCOME ATTRIBUTABLE TO CUMMINS INC.	NET INCOME ATTRIBUTABLE TO CUMMINS INC.	$	400	$	534	$	1,520	$	1,737	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.
Basic	Basic	$	2.83	$	3.72	$	10.74	$	11.96	Basic	$	5.08	$	4.97	$	10.66	$	7.90
Diluted	Diluted	$	2.82	$	3.69	$	10.68	$	11.86	Diluted	$	5.05	$	4.94	$	10.60	$	7.86

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING	WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING									WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic	Basic	141.1		143.5		141.5		145.2		Basic	141.7		141.2		141.6		141.7
Dilutive effect of stock compensation awards	Dilutive effect of stock compensation awards	0.9		1.2		0.8		1.3		Dilutive effect of stock compensation awards	0.8		0.8		0.9		0.8
Diluted	Diluted	142.0		144.7		142.3		146.5		Diluted	142.5		142.0		142.5		142.5

(a) Includes sales to nonconsolidated equity investees of $295 million and $920 million for the three and nine months ended September 30, 2022, compared with $385 million and $1,286 million for the comparable periods in 2021.

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 Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
CONSOLIDATED NET INCOME $ 409 $ 541 $ 1,539 $ 1,764
Other comprehensive income (loss), net of tax (Note 15)
Change in pension and other postretirement defined benefit plans 6 17 28 63
Foreign currency translation adjustments (379) — (620) (34)
Unrealized gain on derivatives 41 3 112 37
Total other comprehensive (loss) income, net of tax (332) 20 (480) 66
COMPREHENSIVE INCOME 77 561 1,059 1,830
Less: Comprehensive (loss) income attributable to noncontrolling interests (6) 9 (19) 22
COMPREHENSIVE INCOME ATTRIBUTABLE TO CUMMINS INC. $ 83 $ 552 $ 1,078 $ 1,808



	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

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	September 30, 2022		December 31, 2021		In millions, except par value	June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	2,499	$	2,592	Cash and cash equivalents	$	1,802	$	2,101

Marketable securities (Note 7)		466		595
Marketable securities (Note 6)						Marketable securities (Note 6)	512		472
Total cash, cash equivalents and marketable securities	Total cash, cash equivalents and marketable securities	2,965		3,187		Total cash, cash equivalents and marketable securities	2,314		2,573
Accounts and notes receivable, net	Accounts and notes receivable, net					Accounts and notes receivable, net	5,863		5,202
Trade and other		4,450		3,565
Nonconsolidated equity investees		349		425
Inventories (Note 8)		5,543		4,355

Inventories (Note 7)						Inventories (Note 7)	6,026		5,603
Prepaid expenses and other current assets	Prepaid expenses and other current assets	1,091		777		Prepaid expenses and other current assets	1,207		1,073
Total current assets	Total current assets	14,398		12,309		Total current assets	15,410		14,451
Long-term assets	Long-term assets					Long-term assets
Property, plant and equipment	Property, plant and equipment	10,231		9,358		Property, plant and equipment	10,922		10,507
Accumulated depreciation	Accumulated depreciation	(5,030)		(4,936)		Accumulated depreciation	(5,199)		(4,986)
Property, plant and equipment, net	Property, plant and equipment, net	5,201		4,422		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	1,826		1,538		Investments and advances related to equity method investees	1,861		1,759
Goodwill (Note 9)		2,229		1,287
Other intangible assets, net (Note 9)		2,602		900
Pension assets (Note 4)		1,536		1,488
Other assets (Note 10)		1,977		1,766
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	$	29,769	$	23,710	Total assets	$	31,735	$	30,299

LIABILITIES	LIABILITIES					LIABILITIES
Current liabilities	Current liabilities					Current liabilities
Accounts payable (principally trade)	Accounts payable (principally trade)	$	4,000	$	3,021	Accounts payable (principally trade)	$	4,308	$	4,252
Loans payable (Note 11)		217		208
Commercial paper (Note 11)		2,393		313
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	575		683		Accrued compensation, benefits and retirement costs	721		617
Current portion of accrued product warranty (Note 12)		801		755
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)	921		855		Current portion of deferred revenue (Note 2)	1,017		1,004

Other accrued expenses (Note 10)		1,568		1,190
Current maturities of long-term debt (Note 11)		55		59
Other accrued expenses (Note 8)						Other accrued expenses (Note 8)	1,637		1,465
Total current liabilities	Total current liabilities	10,530		7,084		Total current liabilities	11,045		11,421
Long-term liabilities	Long-term liabilities					Long-term liabilities
Long-term debt (Note 11)		5,450		3,579
Pensions and other postretirement benefits (Note 4)		678		604
Accrued product warranty (Note 12)		742		684
Long-term debt (Note 9)						Long-term debt (Note 9)	5,089		4,498

Deferred revenue (Note 2)	Deferred revenue (Note 2)	867		850		Deferred revenue (Note 2)	939		844
Other liabilities (Note 10)		1,892		1,508
Other liabilities (Note 8)						Other liabilities (Note 8)	3,306		3,311
Total liabilities	Total liabilities	$	20,159	$	14,309	Total liabilities	$	20,379	$	20,074

Commitments and contingencies (Note 13)
Redeemable noncontrolling interests (Notes 1 and 14)		$	252	$	366
Commitments and contingencies (Note 11)						Commitments and contingencies (Note 11)

Redeemable noncontrolling interests (Note 16)						Redeemable noncontrolling interests (Note 16)	$	—	$	258

EQUITY	EQUITY					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	$	2,214	$	2,099	Common stock, $2.50 par value, 500 shares authorized, 222.5 and 222.5 shares issued	$	2,532	$	2,243
Retained earnings	Retained earnings	17,628		16,741		Retained earnings	19,102		18,037
Treasury stock, at cost, 81.5 and 80.0 shares		(9,449)		(9,123)
Treasury stock, at cost, 80.9 and 81.2 shares						Treasury stock, at cost, 80.9 and 81.2 shares	(9,380)		(9,415)

Accumulated other comprehensive loss (Note 15)		(2,013)		(1,571)
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	8,380		8,146		Total Cummins Inc. shareholders’ equity	10,337		8,975
Noncontrolling interests	Noncontrolling interests	978		889		Noncontrolling interests	1,019		992
Total equity	Total equity	$	9,358	$	9,035	Total equity	$	11,356	$	9,967
Total liabilities, redeemable noncontrolling interests and equity	Total liabilities, redeemable noncontrolling interests and equity	$	29,769	$	23,710	Total liabilities, redeemable noncontrolling interests and equity	$	31,735	$	30,299

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
		Nine months ended					June 30,
In millions	In millions	September 30, 2022		October 3, 2021		In millions	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income	Consolidated net income	$	1,539	$	1,764	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
Depreciation and amortization	Depreciation and amortization	544		497		Depreciation and amortization	503		328

Deferred income taxes	Deferred income taxes	(194)		44		Deferred income taxes	(132)		(112)
Equity in income of investees, net of dividends	Equity in income of investees, net of dividends	(30)		(150)		Equity in income of investees, net of dividends	(113)		(62)
Pension and OPEB expense (Note 4)		23		62
Pension contributions and OPEB payments (Note 4)		(71)		(86)
Share-based compensation expense		24		25
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 3)		112		—
Asset impairments and other charges		36		—
Loss on corporate owned life insurance		114		11

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

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

Foreign currency remeasurement and transaction exposure	Foreign currency remeasurement and transaction exposure	(136)		27		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					Changes in current assets and liabilities, net of acquisitions
Accounts and notes receivable	Accounts and notes receivable	(333)		(353)		Accounts and notes receivable	(635)		(252)
Inventories	Inventories	(597)		(919)		Inventories	(403)		(498)
Other current assets	Other current assets	(18)		(45)		Other current assets	(137)		(65)
Accounts payable	Accounts payable	353		416		Accounts payable	65		426
Accrued expenses	Accrued expenses	(124)		435		Accrued expenses	261		(281)
Changes in other liabilities	Changes in other liabilities	(41)		(59)		Changes in other liabilities	75		(11)

Other, net	Other, net	(56)		(145)		Other, net	130		12
Net cash provided by operating activities	Net cash provided by operating activities	1,145		1,524		Net cash provided by operating activities	978		763

CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(453)		(362)		Capital expenditures	(414)		(251)
Investments in internal use software		(44)		(36)

Proceeds from sale of land		—		20
Investments in and net advances from (to) equity investees		(50)		3

Acquisitions of businesses, net of cash acquired (Note 16)	Acquisitions of businesses, net of cash acquired (Note 16)	(3,008)		—		Acquisitions of businesses, net of cash acquired (Note 16)	(134)		(245)

Investments in marketable securities—acquisitions	Investments in marketable securities—acquisitions	(738)		(569)		Investments in marketable securities—acquisitions	(648)		(433)
Investments in marketable securities—liquidations (Note 7)		819		602
Investments in marketable securities—liquidations (Note 6)						Investments in marketable securities—liquidations (Note 6)	620		461

Cash flows from derivatives not designated as hedges		(29)		19

Other, net	Other, net	7		45		Other, net	(30)		(108)
Net cash used in investing activities	Net cash used in investing activities	(3,496)		(278)		Net cash used in investing activities	(606)		(576)

CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings (Notes 11 and 16)		2,076		35
Net borrowings (payments) of commercial paper		2,080		(123)
Proceeds from borrowings						Proceeds from borrowings	737		56
Net (payments) borrowings of commercial paper						Net (payments) borrowings of commercial paper	(658)		392
Payments on borrowings and finance lease obligations	Payments on borrowings and finance lease obligations	(1,070)		(57)		Payments on borrowings and finance lease obligations	(228)		(71)
Net borrowings (payments) under short-term credit agreements		21		(93)
Distributions to noncontrolling interests		(38)		(28)

Dividend payments on common stock	Dividend payments on common stock	(633)		(601)		Dividend payments on common stock	(445)		(411)
Repurchases of common stock	Repurchases of common stock	(370)		(1,228)		Repurchases of common stock	—		(347)
Proceeds from issuing common stock		36		27

Other, net	Other, net	9		(11)		Other, net	(9)		(10)
Net cash provided by (used in) financing activities		2,111		(2,079)
Net cash used in financing activities						Net cash used in financing activities	(603)		(391)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	147		20		EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(68)		74
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(93)		(813)		Net decrease in cash and cash equivalents	(299)		(130)
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	2,592		3,401		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	$	2,499	$	2,588	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
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			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 JUNE 30, 2022		$	226	$	556	$	1,668	$	17,450	$	(9,439)	$	(1,696)	$	8,539	$	890	$	9,429
BALANCE AT MARCH 31, 2023																					BALANCE AT MARCH 31, 2023	$	261	$	556	$	1,674	$	18,605	$	(9,389)	$	(1,823)	$	9,623	$	997	$	10,620

Net income	Net income	(7)						400						400		16		416			Net income	(12)						720						720		29		749
Other comprehensive loss, net of tax (Note 15)												(317)		(317)		(15)		(332)
Other comprehensive loss, net of tax (Note 12)																					Other comprehensive loss, net of tax (Note 12)											(94)		(94)		(2)		(96)
Issuance of common stock	Issuance of common stock					7								7		—		7			Issuance of common stock					2								2		—		2

Repurchases of common stock										(23)				(23)		—		(23)

Cash dividends on common stock, $1.57 per share	Cash dividends on common stock, $1.57 per share							(222)						(222)		—		(222)			Cash dividends on common stock, $1.57 per share							(223)						(223)		—		(223)
Distributions to noncontrolling interests														—		(24)		(24)
Share-based awards						4				13				17		—		17
Acquisition of business														—		111		111
Fair value adjustment of redeemable noncontrolling interests		33				(33)								(33)		—		(33)
Other shareholder transactions						12								12		—		12
BALANCE AT SEPTEMBER 30, 2022		$	252	$	556	$	1,658	$	17,628	$	(9,449)	$	(2,013)	$	8,380	$	978	$	9,358

BALANCE AT JULY 4, 2021		$	346	$	556	$	1,548	$	16,228	$	(8,838)	$	(1,929)	$	7,565	$	882	$	8,447

Net income		(3)						534						534		10		544
Other comprehensive income, net of tax (Note 15)												18		18		2		20

Repurchases of common stock										(138)				(138)		—		(138)
Cash dividends on common stock, $1.45 per share								(207)						(207)		—		(207)
Distributions to noncontrolling interests	Distributions to noncontrolling interests													—		(15)		(15)			Distributions to noncontrolling interests													—		(2)		(2)
Share-based awards	Share-based awards									1				1		—		1			Share-based awards					1				7				8		—		8

Fair value adjustment of redeemable noncontrolling interests	Fair value adjustment of redeemable noncontrolling interests	(42)				42								42		—		42			Fair value adjustment of redeemable noncontrolling interests	22				(22)								(22)		—		(22)
Acquisition of redeemable noncontrolling interests (Note 16)																					Acquisition of redeemable noncontrolling interests (Note 16)	(271)												—		—		—
Sale of Atmus stock (Note 15)																					Sale of Atmus stock (Note 15)					285								285		(3)		282
Other shareholder transactions	Other shareholder transactions					7				1				8		—		8			Other shareholder transactions					36				2				38		—		38
BALANCE AT OCTOBER 3, 2021		$	301	$	556	$	1,597	$	16,555	$	(8,974)	$	(1,911)	$	7,823	$	879	$	8,702
BALANCE AT JUNE 30, 2023																					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																					BALANCE AT MARCH 31, 2022	$	392	$	556	$	1,497	$	16,952	$	(9,412)	$	(1,515)	$	8,078	$	893	$	8,971

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

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

Share-based awards																					Share-based awards					2				8				10		—		10

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																					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.

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~~CUMMINS INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY~~

~~(Unaudited)~~

Nine 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, 2021 $ 366 $ 556 $ 1,543 $ 16,741 $ (9,123) $ (1,571) $ 8,146 $ 889 $ 9,035
Net income (18) 1,520 1,520 37 1,557
Other comprehensive loss, net of tax (Note 15) (442) (442) (38) (480)
Issuance of common stock 8 8 — 8
Repurchases of common stock (370) (370) — (370)
Cash dividends on common stock, $4.47 per share (633) (633) — (633)
Distributions to noncontrolling interests — (38) (38)
Share-based awards (3) 39 36 — 36
Acquisition of business — 111 111
Fair value adjustment of redeemable noncontrolling interests (96) 96 96 — 96
Other shareholder transactions 14 5 19 17 36
BALANCE AT SEPTEMBER 30, 2022 $ 252 $ 556 $ 1,658 $ 17,628 $ (9,449) $ (2,013) $ 8,380 $ 978 $ 9,358
BALANCE AT DECEMBER 31, 2020 $ 282 $ 556 $ 1,617 $ 15,419 $ (7,779) $ (1,982) $ 7,831 $ 876 $ 8,707
Net income (9) 1,737 1,737 36 1,773
Other comprehensive income (loss), net of tax (Note 15) 71 71 (5) 66
Issuance of common stock 1 1 — 1
Repurchases of common stock (1,228) (1,228) — (1,228)
Cash dividends on common stock, $4.15 per share (601) (601) — (601)
Distributions to noncontrolling interests — (28) (28)
Share-based awards (4) 31 27 — 27
Fair value adjustment of redeemable noncontrolling interests 28 (28) (28) — (28)
Other shareholder transactions 11 2 13 — 13
BALANCE AT OCTOBER 3, 2021 $ 301 $ 556 $ 1,597 $ 16,555 $ (8,974) $ (1,911) $ 7,823 $ 879 $ 8,702


	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.

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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 leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, batteries, electrified power systems, electric powertrains, hydrogen production and fuel cell products. We sell our products to original equipment manufacturers (OEMs), distributors, dealers and other customers worldwide. We serve our customers through a service network of approximately ~~500~~460 wholly-owned, joint venture and independent distributor locations and more than 10,000 Cummins certified dealer locations in approximately 190 countries and territories.

~~Meritor Acquisition~~

On August 3, 2022, we completed the acquisition of Meritor, Inc. (Meritor) with a purchase price of $2.9 billion (including debt repaid concurrent with the acquisition). Our consolidated results and segment results include Meritor's activity since the date of acquisition. The results are included in our Components segment in the axles and brakes business while the electric powertrain portion is included in our New Power segment. See NOTE 16, "ACQUISITIONS," for additional information.

~~Reporting Period~~

Beginning in 2022, we transitioned to a Gregorian calendar with our reporting period ending on the last day of the quarterly calendar period. In 2021 and prior, our reporting period ended on the Sunday closest to the last day of the quarterly calendar period. The third quarters of 2022 and 2021 ended on September 30 and October 3, respectively. Our fiscal year ends on December 31, regardless of the day of the week on which December 31 falls.

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 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, ~~2021~~2022. Our interim period financial results for the three and ~~nine~~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.

~~Table of Contents~~

~~Revisions~~

During the third quarter of 2022, we determined that a put right held by a minority shareholder in one of our subsidiaries, which became exercisable in September 2022, was incorrectly classified as noncontrolling interests (NCI) as opposed to mezzanine equity in our ~~Condensed Consolidated Balance Sheets~~. Because the put right was exercisable at fair value (as defined in the governing documents of the subsidiary), the NCI should have also been reflected at fair value at each balance sheet date with an offset to additional paid-in-capital (APIC). As a result, we have revised our historical financial statements to reflect the NCI at its estimated fair value as redeemable noncontrolling interests in our ~~Condensed Consolidated Balance Sheets~~ ~~with a corresponding offset in NCI and APIC. This error did not impact our~~ ~~Condensed Consolidated Statements of Net Income~~, ~~Condensed Consolidated Statements of Comprehensive Income~~ or ~~Condensed Consolidated Statements of Cash Flows~~ ~~for any period. The amount reclassified from NCI and APIC was as follows:~~

In millions Noncontrolling Interests Additional Paid-in Capital Total Correction to Mezzanine Equity
December 31, 2019 $ 58 $ — $ 58
December 31, 2020 51 231 282
April 4, 2021 48 297 345
July 4, 2021 45 301 346
October 3, 2021 42 259 301
December 31, 2021 38 328 366
March 31, 2022 34 358 392
June 30, 2022 27 199 226

See NOTE 14, "REDEEMABLE NONCONTROLLING INTERESTS," for further information regarding the put right. We have concluded the correction of this error does not have a material impact to our previously issued annual and interim consolidated financial statements.

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.

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 Nine months ended
September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Options excluded 22,307 7,813 25,290 4,577


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

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


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

Supply Chain Financing

We currently have supply chain financing programs with financial intermediaries, which provide certain vendors the option to be paid by financial intermediaries earlier than the due date on the applicable invoice. When a vendor utilizes the program and receives an early payment from a financial intermediary, they take a discount on the invoice. We then pay the financial intermediary the face amount of the invoice on the original due date. The maximum amount that we could have outstanding under the program was $482 million at June 30, 2023. 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 and December 31, 2022, were $231 million and $331 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 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 contracts allocated to performance obligations that were not satisfied as of ~~September~~June 30, ~~2022,~~2023, was ~~$695~~$730 million. We expect to recognize the related revenue of ~~$125~~$232 million over the next 12 months and ~~$570~~$498 million over periods up to 10 years. See NOTE ~~12,~~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.

~~Table of Contents~~

Deferred and Unbilled Revenue

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


In millions	In millions	September 30, 2022		December 31, 2021		In millions	June 30, 2023		December 31, 2022
Unbilled revenue	Unbilled revenue	$	244	$	100	Unbilled revenue	$	299	$	257
Deferred revenue, primarily extended warranty		1,788		1,705
Deferred revenue						Deferred revenue	1,956		1,848

We recognized revenue of ~~$123~~$178 million and ~~$539~~$384 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared with ~~$130~~$176 million and ~~$432~~$416 million for the comparable periods in ~~2021,~~2022, 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 or ~~October 3, 2021.~~2022.

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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				Six months ended
		Three months ended				Nine months ended					June 30,				June 30,
In millions	In millions	September 30, 2022		October 3, 2021		September 30, 2022		October 3, 2021		In millions	2023		2022		2023		2022
United States	United States	$	4,116	$	3,177	$	11,361	$	9,500	United States	$	4,937	$	3,788	$	9,739	$	7,245

China	China	601		679		1,774		2,468		China	762		520		1,552		1,173

India	India	358		294		978		841		India	413		311		824		620

Other international	Other international	2,258		1,818		6,191		5,362		Other international	2,526		1,967		4,976		3,933
Total net sales	Total net sales	$	7,333	$	5,968	$	20,304	$	18,171	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,
In millions	2023		2022		2023		2022
Axles and brakes	$	1,249	$	—	$	2,521	$	—
Emission solutions	842		767		1,781		1,575
Atmus	341		319		683		627
Engine components	283		223		575		463
Automated transmissions	180		143		358		277
Software and electronics	29		25		49		52
Total sales	$	2,924	$	1,477	$	5,967	$	2,994

Engine segment external sales by market were as follows:


											Three months ended				Six months ended
		Three months ended				Nine months ended					June 30,				June 30,
In millions	In millions	September 30, 2022		October 3, 2021		September 30, 2022		October 3, 2021		In millions	2023		2022		2023		2022
Heavy-duty truck	Heavy-duty truck	$	751	$	662	$	2,232	$	1,941	Heavy-duty truck	$	856	$	797	$	1,716	$	1,481
Medium-duty truck and bus	Medium-duty truck and bus	583		501		1,794		1,461		Medium-duty truck and bus	687		620		1,304		1,211
Light-duty automotive	Light-duty automotive	465		492		1,377		1,432		Light-duty automotive	444		425		885		912
Total on-highway	Total on-highway	1,799		1,655		5,403		4,834		Total on-highway	1,987		1,842		3,905		3,604
Off-highway	Off-highway	264		306		801		942		Off-highway	276		250		610		537
Total sales	Total sales	$	2,063	$	1,961	$	6,204	$	5,776	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.

Distribution segment external sales by region were as follows:


											Three months ended				Six months ended
		Three months ended				Nine months ended					June 30,				June 30,
In millions	In millions	September 30, 2022		October 3, 2021		September 30, 2022		October 3, 2021		In millions	2023		2022		2023		2022
North America	North America	$	1,512	$	1,237	$	4,374	$	3,631	North America	$	1,783	$	1,491	$	3,476	$	2,862
Asia Pacific	Asia Pacific	258		236		744		675		Asia Pacific	265		242		504		486
Europe	Europe	174		143		494		467		Europe	213		246		407		521
China	China	89		80		270		239		China	112		99		213		181
Africa and Middle East	Africa and Middle East	73		74		174		197		Africa and Middle East	80		61		142		111
India										India	63		52		120		100
Latin America	Latin America	58		48		155		136		Latin America	60		56		113		97
India		55		48		155		138
Russia(1)		13		86		224		209

Total sales	Total sales	$	2,232	$	1,952	$	6,590	$	5,692	Total sales	$	2,576	$	2,247	$	4,975	$	4,358

(1) The Distribution segment is organized and managed by geographic regions. The Russia region contains sales to several countries in the geographic area.

Distribution segment external sales by product line were as follows:

Three months ended Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Parts $ 942 $ 796 $ 2,855 $ 2,313
Engines 449 376 1,315 1,058
Power generation 428 437 1,266 1,305
Service 413 343 1,154 1,016
Total sales $ 2,232 $ 1,952 $ 6,590 $ 5,692

~~Components segment external sales by business were as follows:~~

Three months ended Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Emission solutions $ 748 $ 699 $ 2,323 $ 2,466
Axles and brakes 732 — 732 —
Filtration 322 288 949 892
Turbo technologies 205 177 597 609
Automated transmissions 159 112 436 374
Electronics and fuel systems 54 71 177 286
Total sales $ 2,220 $ 1,347 $ 5,214 $ 4,627


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

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

Three months ended Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Power generation $ 425 $ 395 $ 1,232 $ 1,127
Industrial 226 209 627 621
Generator technologies 122 84 331 251
Total sales $ 773 $ 688 $ 2,190 $ 1,999


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

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NOTE 3. ~~RUSSIAN OPERATIONS~~PENSIONS AND OTHER POSTRETIREMENT BENEFITS

~~On March 17, 2022,~~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				Six months ended
	June 30,				June 30,
In millions	2023		2022		2023		2022



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


OPEB payments, net	5		6		9		16


Defined contribution pension plans	30		20		73		56

We anticipate making additional defined benefit pension contributions during the ~~Board~~remainder of ~~Directors (the Board) decided to indefinitely suspend~~2023 of $20 million for 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 (the Unconsolidated JV) with KAMAZ Publicly Traded Company (KAMAZ), a Russian truck manufacturer,U.S. and ~~direct sales into Russia from our other business segments. As a result of the suspension of operations, we evaluated the recoverability of assets in Russia~~U.K. qualified and ~~assessed other potential liabilities. We experienced and expect to continue to experience an inability to collect customer receivables and~~non-qualified pension plans. These contributions may be ~~the subject~~made from trusts or company funds either to increase pension assets or to make direct benefit payments to plan participants. We expect our 2023 annual net periodic pension cost to be near zero.

The components of ~~litigation~~net periodic pension and OPEB expense (income) under our plans were as ~~a consequence~~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

Table of our suspension of commercial operations in Russia. We recorded a charge of $158 million in the first quarter related to these actions. In the second quarter, we recovered certain inventory and other expense amounts reserved in the first quarter and incurred some small additional charges resulting in a net recovery of $47 million. In the third quarter, we incurred $4 million of additional contract termination charges, and we recovered certain bad debt expenses and inventory amounts reserved in the first quarter for a net charge of $1 million. As of September 30, 2022, we had approximately $13 million of inventory and $15 million of receivables in Russia, all of which are fully reserved. In addition, we have cash balances of $71 million, some of which will be used to fund ongoing employee, tax and contract settlement obligations. The following summarizes the costs (recoveries) associated with the suspension of our Russian operations in our ~~Condensed Consolidated Statements of Net Income:~~Contents

Three months ended Nine months ended
In millions September 30,
2022 September 30,
2022 Statement of Net Income Location
Inventory write-downs $ (2) $ 17 Cost of sales
Accounts receivable reserves (1) 42 Other operating expense, net
Impairment and other joint venture costs — 31 Equity, royalty and interest income from investees
Other 4 22 Other operating expense, net
Total $ 1 $ 112

~~We will continue to evaluate the situation as conditions evolve and may take additional actions as deemed necessary in future periods.~~

NOTE 4. ~~PENSIONS AND OTHER POSTRETIREMENT BENEFITS~~

We sponsor funded and unfunded domestic and foreign defined benefit pension and other postretirement benefit (OPEB) plans. Prior to the acquisition, Meritor provided a range of benefits to its employees and retirees, including pension benefits and postretirement healthcare benefits. As part of the acquisition, we assumed the assets and liabilities associated with these plans. Accordingly, on August 3, 2022, we recorded assets of $147 million and liabilities of $105 million on our ~~Condensed Consolidated Balance Sheets~~ ~~related to Meritor's postretirement benefit plans.~~

~~Contributions to these plans were as follows:~~

Three months ended Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Defined benefit pension contributions $ 7 $ 13 $ 46 $ 67
OPEB payments, net 9 5 25 19
Defined contribution pension plans 26 20 82 72

We anticipate making additional defined benefit pension contributions during the remainder of 2022 of $7 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 2022 annual net periodic pension cost to approximate $20 million.

~~Table of Contents~~

~~The components of net periodic pension and OPEB costs under our plans were as follows:~~

Pension
U.S. Plans U.K. Plans OPEB
Three months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Service cost $ 35 $ 35 $ 7 $ 8 $ — $ —
Interest cost 27 20 10 8 2 1
Expected return on plan assets (60) (49) (22) (22) — —
Amortization of prior service cost 1 — — 1 — —
Recognized net actuarial loss 5 11 1 8 — —
Net periodic benefit cost (credit) $ 8 $ 17 $ (4) $ 3 $ 2 $ 1

Pension
U.S. Plans U.K. Plans OPEB
Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Service cost $ 103 $ 105 $ 23 $ 25 $ — $ —
Interest cost 71 59 28 23 4 3
Expected return on plan assets (164) (149) (62) (65) — —
Amortization of prior service cost 1 — — 2 — —
Recognized net actuarial loss 17 35 2 24 — —
Net periodic benefit cost (credit) $ 28 $ 50 $ (9) $ 9 $ 4 $ 3

~~NOTE 5.~~ 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 was as follows:


												Three months ended				Six months ended
		Three months ended				Nine months ended						June 30,				June 30,
In millions	In millions	September 30, 2022		October 3, 2021		September 30, 2022			October 3, 2021		In millions	2023		2022		2023		2022
Manufacturing entities	Manufacturing entities										Manufacturing entities
Dongfeng Cummins Engine Company, Ltd.	Dongfeng Cummins Engine Company, Ltd.	$	8	$	11	$	35		$	63	Dongfeng Cummins Engine Company, Ltd.	$	18	$	11	$	37	$	27
Chongqing Cummins Engine Company, Ltd.	Chongqing Cummins Engine Company, Ltd.	7		8		23			28		Chongqing Cummins Engine Company, Ltd.	13		7		22		16
Beijing Foton Cummins Engine Co., Ltd.	Beijing Foton Cummins Engine Co., Ltd.	6		23		34			108		Beijing Foton Cummins Engine Co., Ltd.	9		14		25		28
Tata Cummins, Ltd.	Tata Cummins, Ltd.	5		6		19			13		Tata Cummins, Ltd.	7		5		15		14
All other manufacturers	All other manufacturers	11		21		14		(1)	104		All other manufacturers	32		13		51		3		(1)

Distribution entities	Distribution entities										Distribution entities
Komatsu Cummins Chile, Ltda.	Komatsu Cummins Chile, Ltda.	13		8		32			23		Komatsu Cummins Chile, Ltda.	13		12		27		19
All other distributors	All other distributors	3		2		8			6		All other distributors	4		3		7		5

Cummins share of net income	Cummins share of net income	53		79		165			345		Cummins share of net income	96		65		184		112
Royalty and interest income	Royalty and interest income	17		15		96			52		Royalty and interest income	37		30		68		79
Equity, royalty and interest income from investees	Equity, royalty and interest income from investees	$	70	$	94	$	261		$	397	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 suspension of our Russian operations. In addition, on February 7, 2022, we purchased Westport Fuel System Inc.'s stake in Cummins Westport Joint Venture. See NOTE 3, "RUSSIAN OPERATIONS," and NOTE 16, "ACQUISITIONS," to our Condensed Consolidated Financial Statements for additional 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.											(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.

~~Table of Contents~~

NOTE 6.5. INCOME TAXES

Our effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, were ~~32.7~~22.3 percent and ~~24.6~~22.0 percent, respectively. Our effective tax rates for the three and ~~nine~~six months ended ~~October 3, 2021,~~June 30, 2022, were ~~19.9~~17.3 percent and 21.1 percent, respectively.

The three months ended ~~September~~June 30, ~~2022,~~2023, contained net unfavorable discrete tax items of ~~$57~~$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, 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 ~~$51~~$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 ~~our filtration business and $10~~Atmus.

The six months ended June 30, 2022, contained favorable net discrete tax items of $5 million, primarily due to $27 million of ~~unfavorable return to provision adjustments, partially offset by~~favorable changes in tax reserves and $4 million of net favorable other discrete tax ~~items.~~

~~The nine months ended September 30, 2022, contained unfavorable net discrete tax~~ items, ~~of $52 million, primarily due to $69~~partially offset by $18 million of unfavorable tax costs associated with internal restructuring ahead of the planned separation of ~~our filtration business~~Atmus and ~~$10~~$8 million of unfavorable ~~return to provision adjustments, partially offset by $27 million of favorable~~ changes ~~in tax reserves.~~

~~The three months ended October 3, 2021, contained favorable discrete items of $11 million, primarily due to a $16 million favorable release of tax reserves~~ associated with the ~~settlement~~indefinite suspension in our Russian operations.

Table of ~~tax positions, partially offset~~Contents

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
In millions	Cost		Gross unrealized gains/(losses) (1)		Estimated fair value		Cost		Gross unrealized gains/(losses) (1)		Estimated fair value

Equity securities






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


Equity mutual funds	29		2		31		25		3		28

Debt securities	—		—		—		2		—		2







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

(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 months ended June 30, 2023, or the year ended December 31, 2022.

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 ~~$5 million of unfavorable return~~us with the respective financial institution, our fair value measure is the financial institution's month-end statement.

•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 ~~provision adjustments.~~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.

The ~~nine months ended October 3, 2021, contained favorable discrete items~~proceeds from sales and maturities of ~~$8 million, primarily due to an $18 million favorable release~~marketable securities were as follows:


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

Table of ~~tax reserves associated with~~Contents

NOTE 7. INVENTORIES

Inventories are stated at the ~~settlement~~lower of ~~tax positions, partially offset by $10 million of unfavorable statutory changes in tax rates (mostly in~~cost or net realizable value. Inventories included the ~~U.K.).~~following:


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

~~NOTE 7. MARKETABLE SECURITIES~~

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

September 30,
2022 December 31,
2021
In millions Cost
Gross unrealized gains/(losses)(1)
Estimated
fair value Cost
Gross unrealized gains/(losses)(1)
Estimated
fair value
Equity securities
Certificates of deposit $ 229 $ — $ 229 $ 299 $ — $ 299
Debt mutual funds 215 (7) 208 254 2 256
Equity mutual funds 28 1 29 29 10 39
Debt securities — — — 1 — 1
Total marketable securities $ 472 $ (6) $ 466 $ 583 $ 12 $ 595
(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 other income, net 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 nine months ended September 30, 2022, or the year ended December 31, 2021.

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

•~~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.

~~Table of Contents~~

•~~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.

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

Nine months ended
In millions September 30,
2022 October 3,
2021
Proceeds from sales of marketable securities $ 576 $ 428
Proceeds from maturities of marketable securities 243 174
Investments in marketable securities - liquidations $ 819 $ 602

NOTE 8. ~~INVENTORIES~~SUPPLEMENTAL BALANCE SHEET DATA

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

In millions September 30,
2022 December 31,
2021
Finished products $ 2,914 $ 2,538
Work-in-process and raw materials 2,860 2,009
Inventories at FIFO cost 5,774 4,547
Excess of FIFO over LIFO (231) (192)
Total inventories $ 5,543 $ 4,355



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

Other accrued expenses included the following:

~~NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS~~



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

~~The following table summarizes~~Other liabilities included the ~~changes in the carrying amount of goodwill for the nine months ended September 30, 2022:~~following:

In millions Components New Power Distribution Power Systems Engine Total
Balance at December 31, 2021 $ 934 $ 257 $ 79 $ 11 $ 6 $ 1,287
Acquisitions(1)
799 159 — — — 958
Translation and other (15) — — (1) — (16)
Balance at September 30, 2022 $ 1,718 $ 416 $ 79 $ 10 $ 6 $ 2,229
(1)See NOTE 16, "ACQUISITIONS," for additional information on acquisition goodwill.

Intangible assets that have finite useful lives are amortized over their estimated useful lives. The following table summarizes our other intangible assets with finite useful lives that are subject to amortization:

In millions September 30,
2022 December 31,
2021
Software $ 652 $ 586
Less: Accumulated amortization (378) (314)
Software, net 274 272
Trademarks, patents, customer relationships and other(1)
2,711 957
Less: Accumulated amortization (383) (329)
Trademarks, patents, customer relationships and other, net 2,328 628
Total other intangible assets, net $ 2,602 $ 900
(1)See NOTE 16, "ACQUISITIONS," for additional information on acquired intangible assets.



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.

Table of Contents

NOTE ~~10. SUPPLEMENTAL BALANCE SHEET DATA~~

~~Other assets included the following:~~

In millions September 30,
2022 December 31,
2021
Deferred income taxes $ 472 $ 428
Operating lease assets 471 444
Corporate owned life insurance 378 492
Other 656 402
Other assets $ 1,977 $ 1,766

~~Other accrued expenses included the following:~~

In millions September 30,
2022 December 31,
2021
Marketing accruals $ 307 $ 303
Income taxes payable 231 107
Other taxes payable 210 234
Current portion of operating lease liabilities 126 128
Other 694 418
Other accrued expenses $ 1,568 $ 1,190

~~Other liabilities included the following:~~

In millions September 30,
2022 December 31,
2021
Deferred income taxes $ 570 $ 403
Operating lease liabilities 347 326
Accrued compensation 201 177
Long-term income taxes 192 263
Mark-to-market valuation on interest rate derivatives 161 19
Other long-term liabilities 421 320
Other liabilities $ 1,892 $ 1,508

~~NOTE 11.~~9. DEBT

Loans Payable and Commercial Paper

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

In millions September 30,
2022 December 31,
2021
Loans payable (1)
$ 217 $ 208
Commercial paper 2,393 (2)(3) 313 (4)
(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 2.82 percent at September 30, 2022. This included $97 million of borrowings under the Europe program at a weighted-average interest rate of 0.87 percent and $2,296 million of borrowings under the U.S. program at a weighted-average interest rate of 2.91 percent.
(3) Additional commercial paper borrowings were primarily used for the Meritor acquisition. See NOTE 16, "ACQUISITIONS," for additional information.
(4) The weighted-average interest rate, inclusive of all brokerage fees, was negative 0.01 percent at December 31, 2021. This included $113 million of borrowings under the Europe program that were at a negative weighted-average interest rate of 0.39 percent and $200 million of borrowings under the U.S. program at a weighted-average interest rate of 0.21 percent.

~~Table of Contents~~


In millions	June 30, 2023		December 31, 2022


Loans payable (1)	$	419	$	210

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.

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 ~~August 17, 2022,~~June 5, 2023, we entered into an amended and restated 364-day credit agreement ~~which~~that allows us to borrow up to ~~$1.5~~$2.0 billion of unsecured funds at any time prior to ~~August 16, 2023.~~June 3, 2024. This credit agreement amended and restated the prior $1.5 billion 364-day credit facility that matured on August ~~17, 2022.~~

~~On August 17, 2022,~~16, 2023. In connection with the 364-day credit agreement, effective June 5, 2023, we ~~also entered into an~~terminated our $500 million incremental 364-day credit agreement ~~which allows us to borrow up to $500 million of unsecured funds at any time prior to~~dated August ~~16, 2023.~~17, 2022.

We have access to committed credit facilities totaling $4.0 billion, including ~~the $1.5~~our $2.0 billion 364-day facility that expires ~~August 16, 2023, $500 million incremental 364-day facility that expires August 16, 2023,~~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 ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. At ~~September~~June 30, ~~2022,~~2023, the ~~$2,393 million~~$1.6 billion of outstanding commercial paper effectively reduced the $4.0 billion of revolving credit capacity to ~~$1.6~~$2.4 billion.

At ~~September~~June 30, ~~2022,~~2023, we also had an additional ~~$230~~$221 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.

Table of Contents

Long-term Debt

A summary of long-term debt was as follows:

In millions Interest Rate September 30,
2022 December 31,
2021
Long-term debt
Senior notes, due 2023 3.65% $ 500 $ 500
Term loan, due 2025 Variable 2,000 —
Senior notes, due 2025(1)
0.75% 500 500
Debentures, due 2027 6.75% 58 58
Debentures, due 2028 7.125% 250 250
Senior notes, due 2030(1)
1.50% 850 850
Senior notes, due 2043 4.875% 500 500
Senior notes, due 2050 2.60% 650 650
Debentures, due 2098(2)
5.65% 165 165
Other debt 121 110
Unamortized discount and deferred issuance costs (65) (68)
Fair value adjustments due to hedge on indebtedness (133) 34
Finance leases 109 89
Total long-term debt 5,505 3,638
Less: Current maturities of long-term debt 55 59
Long-term debt $ 5,450 $ 3,579
(1) 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" below for additional information.
(2) The effective interest rate is 7.48 percent.

On July 13, 2022, we entered into a loan agreement under which we may obtain delayed-draw loans in an amount up to $2.0 billion in the aggregate prior to October 13, 2022. We drew down the entire $2.0 billion balance on August 2, 2022, to help fund the acquisition of Meritor. The interest rate is based on Secured Overnight Financing Rate (SOFR) for the one-month interest period plus the relevant spread. The loan will mature on August 1, 2025. The agreement contains customary events of default and financial and other covenants, including maintaining a net debt to capital ratio of no more than 0.65 to 1.0.

~~Table of Contents~~


In millions	Interest Rate	June 30, 2023		December 31, 2022
Long-term debt
Senior notes, due 2023 (1)	3.65%	$	500	$	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		500
Atmus revolving credit facility, due 2027 (5)	Variable	50		—
Atmus term loan, due 2027 (5)	Variable	600		—
Debentures, due 2027	6.75%	58		58
Debentures, due 2028	7.125%	250		250
Senior notes, due 2030 (4)	1.50%	850		850
Senior notes, due 2043	4.875%	500		500
Senior notes, due 2050	2.60%	650		650
Debentures, due 2098 (6)	5.65%	165		165

Other debt		68		121

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.

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

In millions 2022 2023 2024 2025 2026
Principal payments $ 13 $ 563 $ 43 $ 2,509 $ 55

~~Interest Rate Risk~~

Beginning in the second half of 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 plus a spread, and 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 following table summarizes the gains and losses:~~

Three months ended Nine months ended
In millions September 30, 2022 October 3, 2021 September 30, 2022 October 3, 2021
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)
$ (47) $ 45 $ — $ — $ (158) $ 159 $ — $ —
(1) The difference between the gain (loss) on swaps and borrowings represents hedge ineffectiveness.

We have interest rate 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 following table summarizes the gains, net of tax, recognized in other comprehensive income:

In millions Three months ended Nine months ended
Type of Swap September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Interest rate locks $ 21 $ — $ 103 $ 28



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

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	In millions	September 30, 2022		December 31, 2021		In millions	June 30, 2023		December 31, 2022
Fair value of total debt (1)	Fair value of total debt (1)	$	7,635	$	4,461	Fair value of total debt (1)	$	7,280	$	7,400
Carrying value of total debt	Carrying value of total debt	8,115		4,159		Carrying value of total debt	7,700		7,855

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

~~Shelf Registration~~

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As a well-known seasoned issuer, we filed an automatic shelf registration of an undetermined amount of debt and equity with the 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.

~~Filtration Contingent Debt~~Atmus Credit Agreement

On ~~September 30, 2022,~~February 15, 2023, certain of our subsidiaries entered into aan 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, ~~(Facilities),~~ in anticipation of the separation of our filtration ~~business.~~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 ~~will not become available under the Credit Agreement unless~~mature in September 2027 and until, among other things, there is a sale to the public of shares in our subsidiary that holds the filtration business (Parent Borrower). The Credit Agreement will automatically terminate if no such public sale of shares of Parent Borrower occurs on or prior to March 30, 2023. Borrowings under the Credit Agreement would be available to Parent Borrower and one or more of its subsidiaries (Borrower). If borrowings become available under the Credit Agreement, the Facilities would mature on September 30, 2027.

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~~Borrowings under the Credit Agreement would~~ 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~~borrower’s election. Generally, U.S. dollar-denominated loans ~~would~~ bear interest at adjusted term ~~SOFR~~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 depending on Parent Borrower's~~percent. The Credit Agreement contains customary events of default and financial and other covenants, including maintaining a net leverage ~~ratio.~~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.

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

Amortization of deferred revenue on extended warranty contracts	(152)		(146)
Changes in estimates for pre-existing product warranties and campaigns	22		(47)
Acquisitions	—		97
Foreign currency translation adjustments and other	2		9

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

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

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


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

Product warranty
Current portion	$	751	$	726	Current portion of accrued product warranty
Long-term portion	778		744		Other liabilities
Total	$	1,529	$	1,470

Total warranty accrual	$	2,545	$	2,477

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NOTE ~~12. 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:~~

Nine months ended
In millions September 30,
2022 October 3,
2021
Balance, beginning of year $ 2,425 $ 2,307
Provision for base warranties issued 395 431
Deferred revenue on extended warranty contracts sold 215 210
Provision for product campaigns issued 132 162
Payments made during period (476) (409)
Amortization of deferred revenue on extended warranty contracts (220) (191)
Changes in estimates for pre-existing product warranties (80) (131)
Acquisitions(1)
144 —
Foreign currency translation and other 19 (4)
Balance, end of period $ 2,554 $ 2,375
(1) See NOTE 16, "ACQUISITIONS," to our Condensed Consolidated Financial Statements for additional information.

~~We recognized supplier recoveries of $10 million and $33 million for the three and nine months ended September 30, 2022, compared with $88 million and $97 million for the comparable periods in 2021.~~

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

In millions September 30,
2022 December 31,
2021 Balance Sheet Location
Deferred revenue related to extended coverage programs
Current portion $ 295 $ 286 Current portion of deferred revenue
Long-term portion 716 700 Deferred revenue
Total $ 1,011 $ 986
Product warranty
Current portion $ 801 $ 755 Current portion of accrued product warranty
Long-term portion 742 684 Accrued product warranty
Total $ 1,543 $ 1,439
Total warranty accrual $ 2,554 $ 2,425

~~Engine System Campaign Accrual~~

During 2017, the California Air Resources Board (CARB) and the U.S. Environmental Protection Agency (EPA) selected certain of our pre-2013 model year engine systems for additional emissions testing. Some of these engine systems failed CARB and EPA tests as a result of degradation of an aftertreatment component. In the second quarter of 2018, we reached agreement with the CARB and EPA regarding our plans to address the affected populations. From the fourth quarter of 2017 through the second quarter of 2018, we recorded charges for the expected costs of field campaigns to repair these engine systems.

The campaigns launched in the third quarter of 2018 are being completed in phases across the affected population. The total engine system campaign charge, excluding supplier recoveries, was $410 million. In the fourth quarter of 2020, we recorded an additional

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$20 million charge related to this campaign, as a change in estimate, to bring the total campaign, excluding supplier recoveries, to $430 million. At September 30, 2022, the remaining accrual balance was $54 million.

~~NOTE 13.~~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 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 the List of Specially Designated Nationals and Blocked Persons by the U.S. Department of the Treasury’s Office of Foreign Assets ~~Control.~~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 ~~the Unconsolidated JV,~~our unconsolidated joint venture with KAMAZ, in compliance with U.S. ~~law.~~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 our emissions certification process and compliance with emission standards for our pick-up truck applications, following conversations with the ~~EPA~~Environmental Protection Agency (EPA) and ~~CARB~~California Air Resources Board (CARB) regarding certification of our engines in model year 2019 RAM 2500 and 3500 trucks. This review is being conducted with external advisors as we strive to ensure the certification and compliance processes for all of our pick-up truck applications are consistent with our internal policies, engineering standards and applicable laws. During conversations with the EPA and CARB about the effectiveness of our pick-up truck applications, the regulators raised concerns that certain aspects of our emissions systems may reduce the effectiveness of our emissions control systems and thereby act as defeat devices. As a result, our internal review focuses, in part, on the regulators’ concerns. We are working closely with the regulators to enhance our emissions systems to improve the effectiveness of all of our pick-up truck applications and to fully address the regulators’ requirements. Based on discussions with the regulators, we have developed a new calibration for the engines in model year 2019 RAM 2500 and 3500 trucks that has been included in all engines shipped since September 2019. During our ongoing discussions, the regulators turned their attention to other model years and other engines, most notably our pick-up truck applications for RAM 2500 and 3500 trucks for model years 2013 through 2018 and Titan trucks for model years 2016 through 2019. 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 ~~improvement~~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. ~~It is possible that the~~The consequences resulting from our formal review and these regulatory processes ~~could~~likely will have a material adverse impact on our results of operations and cash ~~flows.~~flows, however we cannot yet reasonably estimate a loss or range of loss.

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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 ~~September~~June 30, ~~2022,~~2023, the maximum potential loss related to these guarantees was ~~$48~~$46 million.

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We have arrangements with certain suppliers that require us to purchase minimum volumes or be subject to monetary penalties. At ~~September~~June 30, ~~2022,~~2023, if we were to stop purchasing from each of these suppliers, the aggregate amount of the penalty would be approximately ~~$138~~$160 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 and palladium to purchase certain volumes of the commodities at contractually stated prices for various periods, which generally fall within two years. At ~~September~~June 30, ~~2022,~~2023, the total commitments under these contracts were ~~$42~~$60 million. These arrangements enable us to guarantee the prices of these commodities, which otherwise are subject to market volatility.

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 ~~$118~~$145 million at ~~September~~June 30, ~~2022.~~2023.

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.

~~Accounts Receivable Factoring~~

~~We assumed an accounts receivable factoring program from the acquisition of Meritor for trade receivables as follows:~~

Current Expiration Total Facility Size at September 30, 2022 Utilized at September 30, 2022
In millions EUR USD EUR USD
Off-balance sheet arrangements
Committed Swedish factoring facility(1)(2)
March 2024 € 155 $ 151 € 144 $ 139
Committed U.S. factoring facility(1)
February 2023 N/A 75 — 76
Uncommitted U.K. factoring facility(3)
February 2025 25 24 2 2
Uncommitted Italy factoring facility June 2025 30 29 11 11
Other uncommitted factoring facilities(4)
None N/A N/A 7 7
Total off-balance sheet arrangements € 210 $ 279 € 164 $ 235
(1) Actual amounts may exceed the bank's commitment at the bank's discretion.
(2) The factoring program is supported by a 364-day committed credit facility through June 22, 2023.
(3) The U.K. factoring facility enables the factoring of British pound and Euro denominated accounts receivable.
(4) There is no explicit facility size under the agreement, but the counterparty approves the purchase of receivable tranches as its discretion.

We received $108 million of proceeds from receivables sold, and costs associated with all of the off-balance sheet arrangements described above were $1 million since the August 3, 2022, acquisition date.

2221

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NOTE ~~14. REDEEMABLE NONCONTROLLING INTERESTS~~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.

~~A 19 percent minority shareholder~~

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Following are the changes in ~~one of our businesses, Hydrogenics Corporation (Hydrogenics), has, among~~accumulated other rights and subject to related obligations and restrictive covenants, rights that are exercisable between September 2022 and September 2026 to require us to (1) purchase such shareholder's shares (Put Option) at an amount up tocomprehensive income (loss) by component for 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). We recorded the estimated fair value of the Put Option as redeemable noncontrolling interests in our ~~Condensed Consolidated Financial Statements~~ ~~with an offset to additional paid-in capital. At September 30, 2022, the redeemable noncontrolling interest balance was $252 million.~~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. 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 billion at June 30, 2023 and December 31, 2022, respectively. The following currencies comprise 86 percent and 88 percent of outstanding foreign currency forward contracts at June 30, 2023 and December 31, 2022, respectively: British pound, Chinese renminbi, Canadian dollar, Australian dollar and Euro.

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, in the third quarter of 2022 we began entering 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 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, was $741 million.

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


	Three months ended				Six months ended
	June 30,				June 30,
In millions	2023				2023
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)	$	—

Interest Rate Risk

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 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. 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.

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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.

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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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
In millions	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Notional amount	$	2,908	$	3,051	$	3,691	$	2,900

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

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

Derivative liabilities
Other accrued expenses	$	21	$	19	$	17	$	3
Other liabilities	138		151		—		—
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.

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 million and $52 million and derivatives in a net liability position of $136 million and $100 million at June 30, 2023 and December 31, 2022, respectively.

NOTE ~~15. ACCUMULATED OTHER COMPREHENSIVE LOSS~~14. RUSSIAN OPERATIONS

~~Following are~~On March 17, 2022, the ~~changes~~Board indefinitely suspended our operations in ~~accumulated~~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 ~~comprehensive income (loss) by component for~~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 consequence 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:~~

In millions Change in pensions
and other
postretirement
defined benefit plans Foreign currency
translation
adjustment Unrealized gain
(loss) on
derivatives Total
attributable to
Cummins Inc. Noncontrolling
interests Total
Balance at June 30, 2022 $ (324) $ (1,426) $ 54 $ (1,696)
Other comprehensive income (loss) before reclassifications
Before-tax amount — (365) 51 (314) $ (15) $ (329)
Tax benefit (expense) 1 (13) (12) — (12)
After-tax amount — (364) 38 (326) (15) (341)
Amounts reclassified from accumulated other comprehensive income (loss)(1)
6 — 3 9 — 9
Net current period other comprehensive income (loss) 6 (364) 41 (317) $ (15) $ (332)
Balance at September 30, 2022 $ (318) $ (1,790) $ 95 $ (2,013)
Balance at July 4, 2021 $ (689) $ (1,231) $ (9) $ (1,929)
Other comprehensive income (loss) before reclassifications
Before-tax amount 1 (2) 5 4 $ 2 $ 6
Tax expense (1) — (3) (4) — (4)
After-tax amount — (2) 2 — 2 2
Amounts reclassified from accumulated other comprehensive income (loss)(1)
17 — 1 18 — 18
Net current period other comprehensive income (loss) 17 (2) 3 18 $ 2 $ 20
Balance at October 3, 2021 $ (672) $ (1,233) $ (6) $ (1,911)
(1) Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.

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

In millions Change in pensions
and other
postretirement
defined benefit plans Foreign currency
translation
adjustment Unrealized gain
(loss) on
derivatives Total
attributable to
Cummins Inc. Noncontrolling
interests Total
Balance at December 31, 2021 $ (346) $ (1,208) $ (17) $ (1,571)
Other comprehensive income (loss) before reclassifications
Before-tax amount 14 (589) 146 (429) $ (38) $ (467)
Tax (expense) benefit (3) 7 (35) (31) — (31)
After-tax amount 11 (582) 111 (460) (38) (498)
Amounts reclassified from accumulated other comprehensive income (loss)(1)
17 — 1 18 — 18
Net current period other comprehensive income (loss) 28 (582) 112 (442) $ (38) $ (480)
Balance at September 30, 2022 $ (318) $ (1,790) $ 95 $ (2,013)
Balance at December 31, 2020 $ (735) $ (1,204) $ (43) $ (1,982)
Other comprehensive income (loss) before reclassifications
Before-tax amount 16 (33) 53 36 $ (5) $ 31
Tax (expense) benefit (3) 4 (16) (15) — (15)
After-tax amount 13 (29) 37 21 (5) 16
Amounts reclassified from accumulated other comprehensive income (loss)(1)
50 — — 50 — 50
Net current period other comprehensive income (loss) 63 (29) 37

71 $ (5) $ 66
Balance at October 3, 2021 $ (672) $ (1,233) $ (6) $ (1,911)
(1) Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.

2526

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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. SeeNOTE 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 in an exchange offer.

NOTE 16. ACQUISITIONS

Acquisitions for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, were as ~~follows.~~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)
Goodwill Acquired
Intangibles Recognized(2)
Meritor, Inc. 08/03/22 100% $ 2,613 $ 248 $ 2,861 $ 850 $ 1,610
Jacobs Vehicle Systems 04/08/22 100% 346 — 346 108 164
Cummins Westport Joint Venture 02/07/22 50% 42 — 42 — 20
(1) The newly consolidated entities were accounted for as business combinations. On the date of acquisition, Meritor, Inc. was included in the Components and New Power segments, Jacobs Vehicle Systems was included in the Components segment and Cummins Westport Joint Venture was included in the Engine segment.
(2) Intangible assets acquired in the business combination were mostly technology and customer related.


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

~~Meritor, Inc.~~On June 29, 2023, a share purchase agreement was executed with a 19 percent minority shareholder in one of our businesses, Hydrogenics Corporation (Hydrogenics), whereby we agreed to pay 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.

~~On August 3,~~

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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 ~~we completed~~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 was recorded as redeemable noncontrolling interests 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 ~~Meritor whereby~~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 ~~paid $36.50 per share for each outstanding share~~are the primary customer of ~~Meritor, a global leader~~the foundry, the acquisition is not expected to result in material incremental sales to our business. Approximately $90 million of ~~drivetrain, mobility, braking, aftermarket and electric powertrain solutions for commercial vehicle and industrial markets. The total~~the purchase price ~~including debt that~~ was ~~retired on the closing date~~allocated to property, plant and equipment. The remainder was allocated primarily to working capital assets and liabilities (including approximately $16 million of ~~$248~~cash and cash equivalents) and resulted in approximately $25 million ~~was $2.9 billion. In addition, we assumed $1.0 billion~~ of ~~additional debt,~~goodwill, none of which ~~$0.9 billion was retired prior to the end of the third quarter. The acquisition was funded with a combination of $2.0 billion in new debt (see NOTE 11, "DEBT"~~is deductible for additional details), cash on hand and additional commercial paper borrowings. The integration of Meritor’s people, technology and capabilities position us as one of the few companies able to provide integrated powertrain solutions across combustion and electric power applications at a time when demand for decarbonized solutions is continuing to accelerate. The majority of this business will be included within our Components segment with the exception of the electric powertrain business, which will be included in our New Power segment.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 ~~preliminary include, but are not limited~~related to ~~valuation of intangibles, legal~~deferred taxes and other ~~contingent liabilities and deferred taxes. The preliminary purchase price allocation was as follows:~~


~~In millions~~
~~Cash and cash equivalents~~	$	98
~~Accounts and notes receivable, net~~	~~640~~
~~Inventories~~	~~752~~
~~Property, plant and equipment~~	~~846~~
~~Intangible assets~~	~~1,610~~



~~Investments and advances related to equity method investees~~	~~382~~
~~Goodwill~~	~~850~~
~~Pension assets~~	~~147~~
~~Other current and long-term assets~~	~~364~~
~~Accounts payable (principally trade)~~	~~(711)~~
~~Net deferred taxes~~	~~(325)~~
~~Pensions and other postretirement benefits~~	~~(129)~~
~~Long-term debt~~	~~(962)~~
~~Other current and long-term liabilities~~	~~(590)~~
~~Noncontrolling interests~~	~~(111)~~
~~Total purchase price~~	$	~~2,861~~

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The estimated fair values (all considered Level 3 measurements) of the identifiable intangible assets acquired, their weighted-average useful lives, the related valuation methodology and key assumptions are as follows:

Fair Value (in millions) Weighted-Average Useful Life (in years) Valuation Methodology Key Assumptions
Customer relationships $ 960 12 Multi-period excess earnings Revenue, EBITDA, rate of return, renewal rates
Technology 345 8 Relief-from-royalty Royalty rate, rate of return, obsolescence factor
Trade name 305 21 Relief-from-royalty Royalty rate, rate of return

~~Annual amortization of the intangible assets for the next five years is expected to approximate $142 million per year.~~

Goodwill was determined based on the residual difference between the fair value of consideration transferred and the value assigned to tangible and intangible assets and liabilities. Goodwill was allocated to the Components segment ($691 million) and the New Power segment ($159 million) based on the relative value of those businesses compared to the assets and liabilities assigned to them. We do not expect any of the goodwill to be deductible for tax purposes. Among the factors contributing to a purchase price resulting in the recognition of goodwill are Meritor’s expected future customers, new versions of technologies, an acquired workforce, other economic benefits that are anticipated to arise from future product sales and operational synergies from combining the business with Cummins.

Included in our third quarter results were revenues of $737 million and net loss of $37 million related to this business. In addition, on a year-to-date basis we have incurred acquisition related costs of $30 million included in selling, general and administrative expenses in our ~~Condensed Consolidated Statements of Net Income~~.

The following table presents the supplemental consolidated results of the Company for the three and nine months ended September 30, 2022 and October 3, 2021, on an unaudited pro-forma basis as if the acquisition had been consummated on January 1, 2021. The primary adjustments reflected in the pro-forma results related to (1) increase in interest expense for debt used to fund the acquisition, (2) removal of acquisition related costs from 2022 (and included in 2021) and (3) changes related to purchase accounting primarily related to amortization of intangibles, fixed assets and joint ventures. The unaudited pro forma financial information presented below does not purport to represent the actual results of operations that Cummins and Meritor would have achieved had the companies been combined during the periods presented and was not intended to project the future results of operations that the combined company could achieve after the acquisition. The unaudited pro forma financial information does not reflect any potential cost savings, operating efficiencies, long-term debt pay down estimates, financial synergies or other strategic benefits as a result of the acquisition or any restructuring costs to achieve those benefits.

(Unaudited) Three months ended Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Net sales $ 7,734 $ 6,913 $ 23,071 $ 21,115
Net income 397 544 1,565 1,662

~~The Meritor acquisition increased net assets in the Components segment by $3.8 billion and New Power segment by $0.3 billion.~~

~~Jacobs Vehicle Systems~~

On April 8, 2022, we completed the acquisition of Jacobs Vehicle Systems business (Jacobs) from Altra Industrial Motion Corp. The purchase price was $346 million in cash, subject to typical adjustments related to closing working capital and other amounts and does not contain any contingent consideration. Jacobs is a supplier of engine braking, cylinder deactivation and start and stop thermal management technologies. The acquisition furthers our investment in key technologies and capabilities to drive growth, while securing our supply base.

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~~The preliminary purchase price allocation was as follows:~~


~~In millions~~
~~Cash and cash equivalents~~	$	18
~~Accounts and notes receivable, net~~	24
~~Inventories~~	15
~~Property, plant and equipment~~	70
~~Intangible assets~~	~~164~~



~~Goodwill~~	~~108~~
~~Accounts payable (principally trade)~~	~~(21)~~
~~Net deferred taxes~~	~~(27)~~
~~Other, net~~	~~(5)~~
~~Total purchase price~~	$	~~346~~

Fair Value (in millions) Weighted-Average Useful Life (in years) Valuation Methodology Key Assumptions
Customer relationships $ 108 9 Multi-period excess earnings Rate of return, renewal rates
Technology 31 7 Relief-from-royalty Royalty rate, rate of return, obsolescence factor
Trade name 25 14 Relief-from-royalty Royalty rate, rate of return

~~Annual amortization of the intangible assets for the next five years is expected to approximate $18 million per year.~~

Goodwill was determined based on the residual difference between the fair value of consideration transferred and the value assigned to tangible and intangible assets and liabilities. Approximately $9 million of the goodwill is deductible for tax purposes. Among the factors contributing to a purchase price resulting in the recognition of goodwill are Jacob’s expected future customers, new versions of technologies, an acquired workforce and other economic benefits that are anticipated to arise from future product sales and operational synergies from combining the business with Cummins.

Included in our results for the three and nine months ended September 30, 2022, were revenues of $43 million and $80 million, respectively, and loss of $2 million and break-even, respectively, related to this business. The results of this business were reported in our Components segment. Pro forma financial information for the acquisition was not presented as the effects are not material to our ~~Condensed Consolidated Financial Statements.~~

~~Cummins Westport Joint Venture~~

On February 7, 2022, we purchased Westport Fuel System Inc.'s stake in the Cummins Westport Joint Venture. We will continue to operate the business as the sole owner. The purchase price was $42 million and was allocated primarily to cash, warranty and deferred revenue related to extended coverage contracts.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 Income for any of the changes.

Pending Acquisition

~~Prior to our acquisition of Meritor, Meritor signed an agreement with Siemens~~In May 2023, we agreed to purchase ~~its Commercial Vehicles~~from the Forvia Group, Faurecia's U.S. and Europe commercial vehicle exhaust business for approximately ~~€190~~€142 million, subject to final working capital and other ~~customary~~ adjustments. This business develops, designs and produces electric drive systems including electric motors, inverters, software and related services for the transit, off-highway and specialty markets. We expect the acquisitionThe transaction is expected to close in the fourth ~~quarter of 2022.~~quarter. This acquisition will be included in our ~~New Power segment.~~

Components segment with the emission solutions business unit. Since we are the primary customer of this business, the acquisition is not expected to result in material incremental sales to our business.

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NOTE 17. 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, ~~Components,~~ Power Systems and ~~New Power.~~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. 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 ~~Components segment sells filtration products, aftertreatment systems, turbochargers, electronics, fuel systems, automated transmissions, axles, drivelines, brakes and suspension systems. 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 ~~New Power~~Accelera segment designs, manufactures, sells and supports hydrogen production solutions as well as electrified power systems with innovative components and subsystems, including battery, fuel cell and electric powertrain technologies. The ~~New Power~~Accelera segment is currently in the early stages of commercializing these technologies with efforts primarily focused on the development of our ~~electroloyzers~~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.

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We use segment earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests (EBITDA) as the ~~primary~~ 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 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 certain ~~filtration~~Atmus separation costs to individual segments. 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.

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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 Engine Distribution Components Power Systems New Power Total Segments
Three months ended September 30, 2022
External sales $ 2,063 $ 2,232 $ 2,220 $ 773 $ 45 $ 7,333
Intersegment sales 716 7 483 576 5 1,787
Total sales 2,779 2,239 2,703 1,349 50 9,120
Research, development and engineering expenses 140 13 87 62 46 348
Equity, royalty and interest income (loss) from investees 28 20 17 10 (5) 70
Interest income 3 4 4 3 — 14
Russian suspension costs(1)
— — 1 — — 1
Segment EBITDA 363 225 297 (2) 193 (96) 982
Depreciation and amortization(3)
51 29 95 30 10 215
Three months ended October 3, 2021
External sales $ 1,961 $ 1,952 $ 1,347 $ 688 $ 20 $ 5,968
Intersegment sales 617 7 446 476 3 1,549
Total sales 2,578 1,959 1,793 1,164 23 7,517
Research, development and engineering expenses 97 10 78 55 26 266
Equity, royalty and interest income (loss) from investees 61 15 10 11 (3) 94
Interest income 3 2 1 1 — 7
Segment EBITDA 391 192 253 134 (58) 912
Depreciation and amortization(3)
53 28 44 29 5 159
(1) See NOTE 3, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(2) Includes $45 million of costs related to the acquisition and integration of Meritor and $10 million of costs associated with the planned separation of our filtration business.
(3) 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. A portion of depreciation expense is included in Research, development and engineering expenses.



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.

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~~Summarized financial information regarding our reportable operating segments for the nine months ended is shown in the table below:~~

In millions Engine Distribution Components Power Systems New Power Total Segments
Nine months ended September 30, 2022
External sales $ 6,204 $ 6,590 $ 5,214 $ 2,190 $ 106 $ 20,304
Intersegment sales 2,103 19 1,427 1,522 17 5,088
Total sales 8,307 6,609 6,641 3,712 123 25,392
Research, development and engineering expenses 365 39 236 184 121 945
Equity, royalty and interest income (loss) from investees 131 (1) 57 54 31 (12) 261
Interest income 8 9 7 5 — 29
Russian suspension costs(2)
33 (3) 55 5 19 — 112
Segment EBITDA 1,177 632 969 (4) 411 (243) 2,946
Depreciation and amortization(5)
151 86 187 92 25 541
Nine months ended October 3, 2021
External sales $ 5,776 $ 5,692 $ 4,627 $ 1,999 $ 77 $ 18,171
Intersegment sales 1,752 22 1,312 1,330 5 4,421
Total sales 7,528 5,714 5,939 3,329 82 22,592
Research, development and engineering expenses 288 35 232 172 75 802
Equity, royalty and interest income (loss) from investees 278 47 41 32 (1) 397
Interest income 7 5 3 3 — 18
Segment EBITDA 1,147 553 975 399 (169) 2,905
Depreciation and amortization(5)
154 88 138 97 17 494
(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 suspension of our Russian operations. See NOTE 3, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(2) See NOTE 3, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(3) Includes $31 million of Russian suspension costs reflected in the Equity, royalty and interest income (loss) from investees line above.
(4) Includes $56 million of costs related to the acquisition and integration of Meritor and $15 million of costs associated with the planned separation of our filtration business.
(5) 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 $3 million for the nine months ended September 30, 2022 and October 3, 2021, respectively. A portion of depreciation expense is included in Research, development and engineering expenses.

~~A reconciliation of our total segment sales to total net sales in the~~ ~~Condensed Consolidated Statements of Net Income~~ ~~was as follows:~~

Three months ended Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Total segment sales $ 9,120 $ 7,517 $ 25,392 $ 22,592
Elimination of intersegment sales (1,787) (1,549) (5,088) (4,421)
Total net sales $ 7,333 $ 5,968 $ 20,304 $ 18,171

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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				Six months ended
		Three months ended				Nine months ended					June 30,				June 30,
In millions	In millions	September 30, 2022		October 3, 2021		September 30, 2022		October 3, 2021		In millions	2023		2022		2023		2022
TOTAL SEGMENT EBITDA	TOTAL SEGMENT EBITDA	$	982	$	912	$	2,946	$	2,905	TOTAL SEGMENT EBITDA	$	1,297	$	1,119	$	2,721	$	1,964

Intersegment eliminations and other(1)	Intersegment eliminations and other(1)	(98)		(50)		(252)		(89)		Intersegment eliminations and other (1)	7		(64)		(56)		(154)

Less:	Less:									Less:
Interest expense	Interest expense	61		28		112		85		Interest expense	99		34		186		51
Depreciation and amortization	Depreciation and amortization	215		159		541		494		Depreciation and amortization	256		166		501		326
INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	608		675		2,041		2,237		INCOME BEFORE INCOME TAXES	$	949	$	855	1,978		1,433
Less: Income tax expense		199		134		502		473
CONSOLIDATED NET INCOME		409		541		1,539		1,764
Less: Net income attributable to noncontrolling interests		9		7		19		27
NET INCOME ATTRIBUTABLE TO CUMMINS INC.		$	400	$	534	$	1,520	$	1,737

(1)Intersegment eliminations and other included $6 million and $47 million of costs associated with the planned separation of our Filtration business for the three and nine months ended September 30, 2022.

(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) 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.

NOTE 18. ~~SUBSEQUENT EVENT~~RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In ~~October~~September 2022, ~~we signed an agreement~~the Financial Accounting Standards Board issued a standard related to ~~purchase all~~the disclosure of additional information about the use of supplier finance programs. Under the new standard, entities are required to disclose (1) key terms of the ~~equity ownership interest~~programs, (2) the amount outstanding that remains unpaid as of ~~Teksid Hierro de Mexico, S.A. de C.V. (Teksid MX) and Teksid, Inc. from Stellantis N.V. for approximately €115 million, subject to certain adjustments set forth~~the end of the period, including where amounts are recorded in the ~~agreement. Teksid MX operates~~balance sheets and (3) an annual rollforward of those obligations, including the amount of obligations confirmed and the amount of obligations subsequently paid. We adopted the new standard on January 1, 2023, on a ~~cast iron foundry located~~retrospective basis other than the rollforward, which we currently plan to early adopt on a prospective basis beginning with our 2023 annual financial statements. The adoption did not have a material impact on our financial statements. See "Supply Chain Financing" section in Monclova, Mexico, which primarily forges blocks and heads used in Cummins and other manufacturers’ engines. Teksid, Inc. facilitates the commercialization of Teksid MX products in North America. The transaction, which is subject to customary closing conditions and receipt of applicable regulatory approvals, is expected to close as soon as December 2022. Since Cummins is the primary customer of the foundry, the acquisition is not expected to result in material incremental sales to our business. This business will be included in our Engine segment.

NOTE 1, "NATURE OF OPERATIONS AND BASIS OF PRESENTATION," for additional information.

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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 into our emissions certification process and compliance with emission standards;

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

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

•~~any adverse effects of the U.S. government's COVID-19 vaccine mandates;~~

•changes in taxation;

•global legal and ethical compliance costs and risks;

•~~increasingly stringent~~evolving environmental ~~laws~~ and ~~regulations;~~climate change legislation and regulatory initiatives;

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

BU~~SINESS~~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);

•~~failure to successfully integrate the acquisition of Meritor, Inc.;~~

•~~failure to realize all of the anticipated benefits from our acquisition of Meritor, Inc.;~~

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

•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, ~~bankruptcy~~ 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

•~~failure~~uncertainties and risks related to ~~complete, adverse results from or failure~~timing and potential value to ~~realize the expected benefits~~both Atmus Filtration Technologies Inc. (Atmus) and Cummins of the planned separation of ~~our filtration business;~~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;

•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, ~~and~~ global ~~warming;~~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 ~~2021~~2022 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 ~~2021~~2022 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 ACCOUNTING PRONOUNCEMENTS

EXECUTIVE SUMMARY AND FINANCIAL HIGHLIGHTS

Overview

We are a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, batteries, electrified power systems, electric powertrains, hydrogen production and fuel cell products. We 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, ~~(formerly Navistar International Corporation),~~ Daimler Trucks North America and Stellantis N.V. We serve our customers through a service network of approximately ~~500~~460 wholly-owned, joint venture and independent distributor locations and more than 10,000 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 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.

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powertrain technologies. The ~~New Power~~Accelera segment is currently in the early stages of commercializing these technologies with efforts primarily focused on the development of our ~~electroloyzers~~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 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~~(epidemics or ~~pandemics~~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 countries in the Middle East and Africa. At the same time, our geographic diversity and broad product and service offerings have helped limit the impact from a drop in demand in any one industry, ~~or customer or~~region, the economy of any single country or customer on our consolidated results.

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~~Meritor Acquisition~~

~~Russian Operations~~

On March 17, 2022, the Board of Directors (the Board) decided to indefinitely suspend 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 (the Unconsolidated JV) with KAMAZ Publicly Traded Company (KAMAZ), a Russian truck manufacturer, and direct sales into Russia from our other business segments. As a result of the suspension of operations, we evaluated the recoverability of assets in Russia and assessed other potential liabilities. We experienced and expect to continue to experience an inability to collect customer receivables and may be the subject of litigation as a consequence of our suspension of commercial operations in Russia. We recorded a charge of $158 million in the first quarter related to these actions. In the second quarter, we recovered certain inventory and other expense amounts reserved in the first quarter and incurred some small additional charges resulting in a net recovery of $47 million. In the third quarter, we incurred $4 million of additional contract termination charges, and we recovered certain bad debt expenses and inventory amounts reserved in the first quarter for a net charge of $1 million. As of September 30, 2022, we had approximately $13 million of inventory and $15 million of receivables in Russia, all of which are fully reserved. In addition, we have cash balances of $71 million, some of which will be used to fund ongoing employee, tax and contract settlement obligations. The following summarizes the costs (recoveries) associated with the suspension of our Russian operations in our ~~Condensed Consolidated Statements of Net Income:~~

Three months ended Nine months ended
In millions September 30,
2022 September 30,
2022
Inventory write-downs $ (2) $ 17
Accounts receivable reserves (1) 42
Impairment and other joint venture costs — 31
Other 4 22
Total $ 1 $ 112

~~We will continue to evaluate the situation as conditions evolve and may take additional actions as deemed necessary in future periods.~~

Supply Chain Disruptions

We continue to experience supply chain disruptions, increased price levels and related financial impacts reflected as increased cost of ~~sales.~~sales and inventory holdings. Our industry continues to be unfavorably impacted by supply chain constraints leading to shortages and price increases across multiple ~~components~~component categories and limiting our collective ability to meet end-user demand. Our customers are also experiencing supply chain issues. ~~Should the supply chain issues continue for an extended period~~The Board of ~~time or worsen, the impact on our production and supply chain could have a material adverse effect on our results of operations, financial condition and cash flows. The Board~~Directors (the Board) continues to monitor and evaluate all of these factors and the related impacts on our business and operations, and we are diligently working to minimize the supply chain impacts to our business and to our customers.

~~2022 Third~~2023 Second Quarter and Year-to-Date Results

A summary of our results is as follows:

Three months ended Nine months ended
In millions, except per share amounts September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Net sales $ 7,333 $ 5,968 $ 20,304 $ 18,171
Net income attributable to Cummins Inc. 400 534 1,520 1,737
Earnings per common share attributable to Cummins Inc.
Basic $ 2.83 $ 3.72 $ 10.74 $ 11.96
Diluted 2.82 3.69 10.68 11.86

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


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

Worldwide revenues increased 2331 percent in the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period in ~~2021,~~2022, due to axles and brakes sales in the Components segment of $1.2 billion from the Meritor ~~sales of $737 million since the date of~~ acquisition ~~favorable pricing~~ andhigher demand in all operating segments and ~~most~~all geographic ~~regions except for Russia and China.~~regions. Net sales in the U.S. and Canada improved 2931 percent, primarily due to incremental sales of ~~brakes~~axles and ~~axles in North America since the acquisition of Meritor in addition to favorable pricing and~~brakes, increased demand in ~~North American on-highway~~all Distribution product lines and stronger demand in heavy-duty and medium-duty truck markets, which positively impacted ~~most components businesses, and~~ all ~~distribution product lines.~~Components businesses. International demand (excludes the U.S. and Canada) improved 1532 percent, with ~~lower sales in Russia (due to suspension of our Russian operations) and China (due to a slowdown in construction markets, exacerbated by COVID lockdowns) more than offset by~~ higher sales in ~~most~~all other geographic regions. The increase in international sales was principally due to incremental sales of ~~brakes~~axles and ~~axles~~brakes in Western Europe, ~~and~~ Latin America ~~since the acquisition of Meritor.~~and Asia Pacific and higher demand for power generation equipment. Unfavorable foreign currency fluctuations impacted international sales by 73 percent (primarily the ~~Euro, British pound,~~ Chinese renminbi, Indian rupee and ~~Indian rupee)~~Euro).

Worldwide revenues increased 1232 percent in the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period in ~~2021,~~2022, due to axles and brakes sales in the Components segment of $2.5 billion from the Meritor ~~sales of $737 million since the date of~~ acquisition ~~favorable pricing~~ and higher demand in ~~most~~all operating segments and ~~most~~all geographic regions, ~~except for China and Russia.~~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 1935 percent, primarily due to ~~favorable pricing~~incremental sales of axles and brakes, increased demand in ~~North American on-highway~~all Distribution product lines and stronger demand in heavy-duty and medium-duty truck markets, which positively impacted all ~~components businesses, and all distribution product lines, as well as incremental sales of brakes and axles in North America since the acquisition of Meritor.~~Components businesses. International demand (excludes the U.S. and Canada) improved by 327 percent, with lower sales in ~~China (due to a sharp slowdown in truck and construction markets, exacerbated by COVID lockdowns)~~Russia more than offset by higher sales in ~~most~~all other geographic regions. The increase in international sales was principally due to incremental sales of ~~brakes~~axles and ~~axles~~brakes in Western Europe, ~~and~~ Latin America, ~~since the acquisition of Meritor, favorable pricing~~India and ~~higher demand for power generation and industrial equipment (especially oil and gas) and most distribution product lines.~~Asia Pacific. Unfavorable foreign currency fluctuations impacted international sales by 4 percent (primarily the ~~Euro,~~Chinese renminbi, Indian rupee, Australian dollar, British pound and ~~Indian rupee)~~Euro).

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The following tables contain 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021.~~2022. See NOTE 17, "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
Operating Segments September 30,
2022 October 3,
2021 Percent change
Percent Percent 2022 vs. 2021
In millions Sales of Total EBITDA Sales of Total EBITDA Sales EBITDA
Engine $ 2,779 38 % $ 363 $ 2,578 43 % $ 391 8 % (7) %
Distribution 2,239 30 % 225 1,959 33 % 192 14 % 17 %
Components 2,703 37 % 297 1,793 30 % 253 51 % 17 %
Power Systems 1,349 18 % 193 1,164 20 % 134 16 % 44 %
New Power 50 1 % (96) 23 — % (58) NM (66) %
Intersegment eliminations (1,787) (24) % (98) (1,549) (26) % (50) 15 % 96 %
Total $ 7,333 100 % $ 884 (1) $ 5,968 100 % $ 862 23 % 3 %
"NM" - not meaningful information
(1) EBITDA includes $45 million of costs related to the acquisition and integration of Meritor, $16 million of costs associated with the planned separation of our Filtration business and $1 million of costs associated with the suspension of our Russian operations.

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	Three 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	$	3,425	40	%	$	486		$	1,950	30	%	$	352		76	%	38	%
Engine	2,988		34	%	425			2,775		42	%	421			8	%	1	%
Distribution	2,595		30	%	299			2,253		34	%	297			15	%	1	%
Power Systems	1,457		17	%	201			1,203		18	%	128			21	%	57	%
Accelera	85		1	%	(114)			42		1	%	(79)			NM		(44)	%
Intersegment eliminations	(1,912)		(22)	%	7			(1,637)		(25)	%	(64)			17	%	NM

Total	$	8,638	100	%	$	1,304	(1)	$	6,586	100	%	$	1,055	(2)	31	%	24	%

"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.

Net income attributable to Cummins Inc. was ~~$0.4 billion,~~$720 million, or ~~$2.82~~$5.05 per diluted share, on sales of ~~$7.3~~$8.6 billion for the three months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable prior year period net income attributable to Cummins Inc. of ~~$0.53 billion,~~$702 million, or ~~$3.69~~$4.94 per diluted share, on sales of ~~$6.0~~$6.6 billion. The ~~decreases~~increases in net income attributable to Cummins Inc. and earnings per diluted share were driven by ~~unfavorable discrete tax items, Meritor acquisition~~higher net sales and ~~integration~~improved gross margins, partially offset by increased compensation costs, ~~one-time employee recognition expenses,~~ higher interest expense related to increased floating interest rates and new borrowings, ~~losses in corporate owned life insurance, lower equity, royalty~~the absence of recoveries associated with the suspension of our Russian operations and ~~interest income~~increased intangible asset amortization resulting from ~~investees (principally in China) and a higher effective tax rate, partially offset by higher net sales and lower variable compensation.~~our acquisitions. The increase in gross margin was primarily due to ~~favorable pricing,~~ higher volumes (including sales of axles and ~~lower variable compensation expenses,~~brakes from the Meritor acquisition) and favorable pricing, partially offset by higher ~~material costs, increased freight costs and one-time employee recognition~~compensation expenses. ~~The 1.3 percentage point decrease in gross margin as a percentage~~



	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 ~~net sales was principally due to the addition of Meritor activity since the date of acquisition which had a lower gross margin percentage than our legacy business.~~Contents

Nine months ended
Operating Segments September 30,
2022 October 3,
2021 Percent change
Percent Percent 2022 vs. 2021
In millions Sales of Total EBITDA Sales of Total EBITDA Sales EBITDA
Engine $ 8,307 41 % $ 1,177 $ 7,528 41 % $ 1,147 10 % 3 %
Distribution 6,609 32 % 632 5,714 31 % 553 16 % 14 %
Components 6,641 33 % 969 5,939 33 % 975 12 % (1) %
Power Systems 3,712 18 % 411 3,329 18 % 399 12 % 3 %
New Power 123 1 % (243) 82 1 % (169) 50 % (44) %
Intersegment eliminations (5,088) (25) % (252) (4,421) (24) % (89) 15 % NM
Total $ 20,304 100 % $ 2,694 (1) $ 18,171 100 % $ 2,816 12 % (4) %
"NM" - not meaningful information
(1) EBITDA includes $112 million of costs associated with the suspension of our Russian operations, $62 million of costs associated with the planned separation of our Filtration business and $56 million of costs related to the acquisition and integration of Meritor.

Net income attributable to Cummins Inc. was ~~$1.52~~$1.5 billion, or ~~$10.68~~$10.60 per diluted share, on sales of ~~$20.3~~$17.1 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable prior year period net income attributable to Cummins Inc. of ~~$1.74~~$1.1 billion, or ~~$11.86~~$7.86 per diluted share, on sales of ~~$18.2~~$13.0 billion. The ~~decreases~~increases in net income attributable to Cummins Inc. and earnings per diluted share were driven by ~~lower equity, royalty~~higher net sales, improved gross margins and ~~interest income from investees (primarily in China), losses in corporate owned life insurance,~~the absence of costs associated with the suspension of our Russian operations, ~~costs associated with the planned separation of our filtration business, Meritor acquisition and integration costs, one-time employee recognition~~partially offset by increased compensation expenses, ~~unfavorable discrete tax items, higher consulting expenses and~~ increased interest expense related to increased floating interest rates and new borrowings, ~~partially offset by~~increased intangible asset amortization resulting from our acquisitions and higher ~~net sales and increased gross margin.~~consulting expenses. See NOTE 3,14, "RUSSIAN OPERATIONS," to our 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, ~~increased volumes and lower variable compensation expenses,~~ partially offset by higher ~~material costs, increased freight costs due to supply chain constraints and one-time employee recognition~~compensation expenses. ~~Diluted earnings per common share for the nine months ended September 30, 2022, benefited $0.10 from fewer weighted-average shares outstanding due to the stock repurchase program.~~

We generated ~~$1.15 billion~~$978 million of cash from operations for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$1.52 billion~~$763 million for the comparable period in ~~2021.~~2022. 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 ~~September~~June 30, ~~2022,~~2023, was ~~46.4~~40.4 percent, compared to ~~31.5~~44.1 percent at December 31, ~~2021.~~2022. The ~~increase~~decrease was primarily due to ~~higher debt balances~~the increased equity balance from strong earnings since December 31, ~~2021, resulting from funding the acquisition of Meritor, Inc. (Meritor).~~2022. At ~~September~~June 30, ~~2022,~~2023, we had ~~$3.0~~$2.3 billion in cash and marketable securities on hand and access to our $4.0 billion credit facilities, if necessary, to meet acquisition, working capital, investment and funding needs.

In July 2023, the ~~first nine months~~Board authorized an increase to our quarterly dividend of ~~2022, we purchased $370 million, or 1.9 million shares, of our common stock.~~approximately 7 percent from $1.57 per share to $1.68 per share.

On ~~September 30, 2022, certain~~June 29, 2023, a share purchase agreement was executed with the minority shareholders of ~~our subsidiaries~~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 ~~a $1.0 billion credit agreement, consisting of a $400~~three non-interest-bearing promissory notes with $175 million ~~revolving credit facility~~paid on July 31, 2023, and ~~a $600~~the remaining $160 million ~~term loan facility,~~due in ~~anticipation of the separation of our filtration business.~~three installments through 2025. See NOTE ~~11, "DEBT,~~16, "ACQUISITIONS," to ~~our~~the Condensed Consolidated Financial Statements for additional information.

On ~~August 17, 2022,~~June 5, 2023, we entered into an amended and restated 364-day credit agreement ~~and an incremental 364-day credit agreement, which allow~~that allows us to borrow up to ~~$1.5~~$2.0 billion ~~and $500 million, respectively,~~ 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.

~~Table~~On May 23, 2023, in connection with the Atmus IPO, Cummins issued approximately $350 million of ~~Contents~~

commercial paper with certain lenders. On ~~July 13, 2022, we entered into a loan agreement~~May 26, 2023, Atmus shares began trading on the New York Stock Exchange under ~~which we may obtain delayed-draw loans~~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 ~~an amount up to $2.0 billion in the aggregate prior to October 13, 2022. We drew down the entire $2.0 billion balance on August 2, 2022, to fund the acquisition of Meritor.~~

~~In July 2022, the Board authorized an increase to our quarterly dividend of approximately 8 percent from $1.45~~Atmus, at $19.50 per share, to ~~$1.57 per share.~~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," 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 ~~nine~~six months of ~~2022,~~2023, our U.K. pension trusts' loss was 4.3 percent, while the investment ~~loss~~gain on our U.S. pension ~~trust~~trusts was ~~5.1~~3.3 percent, ~~while our U.K. pension trust loss~~excluding the Meritor plan as their return was ~~21.7 percent.~~not available at the time of filing. We anticipate making additional defined benefit pension contributions during the remainder of ~~2022~~2023 of $7$20 million for our U.S. and U.K. qualified and non-qualified pension plans. We expect our ~~2022~~2023 annual net periodic pension cost to ~~approximate $20 million.~~be near zero.

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

3937

Table of Contents

RESULTS OF OPERATIONS

Three months ended Favorable/ Nine months ended Favorable/
September 30,
2022 October 3,
2021 (Unfavorable) September 30,
2022 October 3,
2021 (Unfavorable)
In millions, except per share amounts Amount Percent Amount Percent
NET SALES $ 7,333 $ 5,968 $ 1,365 23 % $ 20,304 $ 18,171 $ 2,133 12 %
Cost of sales 5,691 4,554 (1,137) (25) % 15,404 13,793 (1,611) (12) %
GROSS MARGIN 1,642 1,414 228 16 % 4,900 4,378 522 12 %
OPERATING EXPENSES AND INCOME
Selling, general and administrative expenses 708 571 (137) (24) % 1,945 1,745 (200) (11) %
Research, development and engineering expenses 348 266 (82) (31) % 945 802 (143) (18) %
Equity, royalty and interest income from investees 70 94 (24) (26) % 261 397 (136) (34) %
Other operating expense, net 30 5 (25) NM 144 17 (127) NM
OPERATING INCOME 626 666 (40) (6) % 2,127 2,211 (84) (4) %
Interest expense 61 28 (33) NM 112 85 (27) (32) %
Other income, net 43 37 6 16 % 26 111 (85) (77) %
INCOME BEFORE INCOME TAXES 608 675 (67) (10) % 2,041 2,237 (196) (9) %
Income tax expense 199 134 (65) (49) % 502 473 (29) (6) %
CONSOLIDATED NET INCOME 409 541 (132) (24) % 1,539 1,764 (225) (13) %
Less: Net income attributable to noncontrolling interests 9 7 (2) (29) % 19 27 8 30 %
NET INCOME ATTRIBUTABLE TO CUMMINS INC. $ 400 $ 534 $ (134) (25) % $ 1,520 $ 1,737 $ (217) (12) %
Diluted Earnings Per Common Share Attributable to Cummins Inc. $ 2.82 $ 3.69 $ (0.87) (24) % $ 10.68 $ 11.86 $ (1.18) (10) %
"NM" - not meaningful information



	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/
(Unfavorable) Nine months ended Favorable/
(Unfavorable)
September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Percent of sales Percentage Points Percentage Points
Gross margin 22.4 % 23.7 % (1.3) 24.1 % 24.1 % —
Selling, general and administrative expenses 9.7 % 9.6 % (0.1) 9.6 % 9.6 % —
Research, development and engineering expenses 4.7 % 4.5 % (0.2) 4.7 % 4.4 % (0.3)

~~Meritor Acquisition~~

~~On August 3, 2022, we completed the acquisition of Meritor. Our results of operations include all activity of Meritor since the acquisition date.~~


	Three months ended				Favorable/ (Unfavorable)	Six months ended				Favorable/ (Unfavorable)
	June 30,					June 30,
Percent of sales	2023		2022		Percentage Points	2023		2022		Percentage Points
Gross margin	24.9	%	26.2	%	(1.3)	24.4	%	25.1	%	(0.7)
Selling, general and administrative expenses	10.1	%	9.4	%	(0.7)	9.5	%	9.5	%	—
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 ~~September~~June 30, ~~2022,~~2023, increased by ~~$1,365 million~~$2.1 billion versus the comparable period in ~~2021.~~2022. The primary drivers were as follows:

•Components segment sales increased 5176 percent largely due to axles and brakes sales ~~since~~from the ~~completion~~Meritor acquisition.

•Distribution segment sales increased 15 percent due to higher demand across all product lines, especially in North America.

•Power Systems segment sales increased 21 percent primarily 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 ~~most~~all product lines, especially in North ~~America~~.America.

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

•Power Systems segment sales increased 1618 percent primarily due to ~~favorable pricing and~~ higher demand in power generation ~~markets and stronger demand in industrial markets with higher aftermarket sales and increased oil and gas demand in North America.~~

~~Table of Contents~~

~~These increases were partially offset by unfavorable foreign currency fluctuations of 3 percent of total sales, primarily in the Euro, British pound, Chinese renminbi and Indian rupee.~~

~~Net sales for the nine months ended September 30, 2022, increased $2,133 millionversus the comparable period in 2021. The primary drivers were as follows:~~

•~~Distribution segment sales increased 16 percent principally due to higher demand across most product lines in North America.~~

•~~Engine segment sales increased 10 percent due to favorable pricing and stronger on-highway demand (including higher aftermarket sales) in North America.~~

•~~Components segment sales increased 12 percent largely due to axles and brakes sales since the completion of the Meritor acquisition.~~

•Power Systems segment sales increased 12 percent primarily due to stronger demand in industrial markets with higher aftermarket sales and increased oil and gas demand in North America and China and favorable pricing and higher demand in power generation markets in Latin America, India and China.markets.

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

Sales to international markets (excluding the U.S. and Canada), based on location of customers, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, were 4039 percent and 4039 percent of total net sales compared with 4339 percent and 4440 percent of total net sales for the comparable periods in ~~2021.~~2022. 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 ~~wages~~ and fringe benefits; depreciation on production equipment and facilities and amortization of technology intangibles; estimated costs of warranty programs and campaigns; production utilities; production-related purchasing; warehousing, including receiving and inspection; freight costs; engineering support costs; repairs and maintenance; production and warehousing facility property insurance; rent for production facilities; charges for the write-downs of inventories in Russia and other production overhead.

Gross Margin

Gross margin increased ~~$228~~$422 million for the three months ended ~~September~~June 30, ~~2022~~2023 and decreased 1.3 points as a percentage of net sales versus the comparable period in ~~2021.~~2022. The increase in gross margin was primarily due to ~~favorable pricing,~~ higher volumes (including sales of axles and ~~lower variable compensation expenses,~~brakes from the Meritor acquisition) and favorable pricing, partially offset by higher ~~material costs, increased freight costs~~compensation expenses. Compensation and ~~one-time employee recognition expenses.~~related expenses include variable compensation, salaries and fringe benefits. The 1.3 percentage point decrease in gross margin as a percentage of ~~net~~ sales was principally due to the addition of Meritor activity, ~~since the date of acquisition~~ which ~~had~~has a lower gross margin percentage than our legacy ~~business.~~business, and the absence of inventory recoveries associated with the suspension of our Russian operations.

Gross margin increased ~~$522~~$919 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~remained flat at 24.1~~decreased 0.7 points as a percentage of sales versus the comparable period in ~~2021.~~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, ~~increased volumes and lower variable compensation expenses,~~ partially offset by higher ~~material costs, increased freight costs~~compensation expenses. The 0.7 percentage point decrease in gross margin as a percentage of sales was principally due to ~~supply chain constraints and one-time employee recognition expenses.~~the addition of Meritor activity, which has a lower gross margin percentage than our legacy business.

The provision for base warranties issued as a percent of sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, was ~~1.7~~1.8 percent and ~~1.9~~1.8 percent, respectively, compared to 2.2 percent and ~~2.4~~2.1 percent for the comparable periods in ~~2021.~~2022.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased ~~$137~~$251 million for the three months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, primarily due to ~~Meritor acquisition~~higher compensation expenses and ~~integration costs,~~ higher consulting expenses. Compensation and related expenses ~~driven by acquisitions and the work towards separation of the filtration business, increased travel expenses and one-time employee recognition expenses, partially offset by lower~~include variable compensation, ~~expenses.~~salaries and fringe benefits. Overall, selling, general and administrative expenses as a percentage of net sales increased to ~~9.7~~10.1 percent in the three months ended ~~September~~June 30, ~~2022,~~2023, from ~~9.6~~9.4 percent in the comparable period in ~~2021.~~

~~Table of Contents~~

2022, as selling, general and administrative expenses increased at a faster rate than net sales.

Selling, general and administrative expenses increased ~~$200~~$389 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, primarily due to higher ~~consulting expenses driven by acquisitions, integration and the work towards the separation of the filtration business, increased travel~~compensation expenses and ~~one-time employee recognition expenses, partially offset by lower variable compensation~~higher consulting expenses. Overall, selling, general and administrative expenses, as a percentage of sales, remained flat at ~~9.6 percent versus the comparable period in 2021.~~9.5 percent.

Table of Contents

Research, Development and Engineering Expenses

Research, development and engineering expenses increased ~~$82~~$85 million for the three months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, primarily due to higher compensation expenses, higher consulting expenses and lower expense recovery. Compensation and related expenses include variable compensation, salaries and fringe benefits. Overall, research, development and engineering expenses as a percentage of net sales decreased to 4.4 percent in the three months ended June 30, 2023, from 4.5 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, ~~including one-time employee recognition expenses, Meritor expenses since the date of acquisition,~~lower expense recovery and higher ~~spending on prototypes and testing, and increased~~ consulting expenses. Overall, research, development and engineering expenses as a percentage of ~~net~~ sales ~~increased~~decreased to ~~4.7~~4.3 percent in the ~~three~~six months ended ~~September~~June 30, ~~2022,~~2023, from ~~4.5~~4.6 percent in the comparable period in ~~2021.~~

~~Research,~~2022, as research, development and engineering expenses increased $143 million for the nine months ended September 30, 2022, versus the comparable period in 2021, primarily due to higher compensation costs including one-time employee recognition expenses, increased consulting expenses, Meritor expenses since the date of acquisition and higher spending on prototypes, testing and supplies. Overall, research, development and engineering expenses asat a ~~percentage of sales increased to 4.7 percent in the nine months ended September 30, 2022, from 4.4 percent in the comparable period in 2021.~~slower rate than net sales.

Research activities continue to focus on development of new products to meet future emission standards around the world, improvements in fuel economy performance of diesel and natural ~~gas powered~~gas-powered engines and related components as well as development activities around battery electric, fuel cell electric, hydrogen engine and hydrogen ~~engine~~production solutions.

Equity, Royalty and Interest Income from Investees

Equity, royalty and interest income from investees ~~decreased $24~~increased $38 million for the three months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, primarily due ~~to decreased~~higher earnings at ~~Beijing Foton~~Dongfeng Cummins Engine Co., Ltd., joint venture earnings from the Meritor acquisition and ~~the February 7, 2022, purchase of Westport Fuel System Inc.'s stake in Cummins Westport Joint Venture. See NOTE 16, "ACQUISITIONS," to our~~ ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~higher royalty and interest income from investees.

Equity, royalty and interest income from investees ~~decreased $136~~increased $61 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, mainly due to ~~decreased earnings at Beijing Foton Cummins Engine Co., Ltd.,~~the absence of the $28 million impairment of our Russian joint venture with KAMAZ ~~lower~~and joint venture earnings ~~at Dongfeng Cummins Engine Co., Ltd. and~~from the ~~February 7, 2022 purchase of Westport Fuel System Inc.'s stake in Cummins Westport Joint Venture.~~Meritor acquisition. See NOTE 3,14, "RUSSIAN OPERATIONS,~~" and NOTE 16, "ACQUISITIONS,~~" 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
		Three months ended					Nine months ended						June 30,				June 30,
In millions	In millions	September 30, 2022			October 3, 2021		September 30, 2022			October 3, 2021		In millions	2023		2022		2023		2022
Amortization of intangible assets	Amortization of intangible assets	$	(25)		$	(6)	$	(39)		$	(17)	Amortization of intangible assets	$	(34)	$	(9)	$	(66)	$	(14)
Russian suspension costs		(3)		(1)	—		(64)		(1)	—
Loss on write-off of assets												Loss on write-off of assets	(1)		(3)		(2)		(8)
Royalty income, net												Royalty income, net	10		3		11		5
Russian suspension recoveries (cost)(1)												Russian suspension recoveries (cost)(1)	—		7		—		(61)
Asset impairments and other charges	Asset impairments and other charges	—			—		(36)			—		Asset impairments and other charges	—		—		—		(36)
Loss on write-off of assets		—			(3)		(8)			(7)
Gain on sale of assets, net		—			2		1			1
Royalty income, net		1			2		6			7

Other, net	Other, net	(3)			—		(4)			(1)		Other, net	(2)		(1)		11		—
Total other operating expense, net	Total other operating expense, net	$	(30)		$	(5)	$	(144)		$	(17)	Total other operating expense, net	$	(27)	$	(3)	$	(46)	$	(114)

(1) See NOTE 3, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(1) See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.												(1) See NOTE 14, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.

Interest Expense

Interest expense ~~increased $33~~was $99 million and ~~$27~~$186 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus $34 million and $51 million for the comparable periods in ~~2021. The overall increase in debt in the third quarter was primarily related to the Meritor acquisition. The three~~2022. Interest expense increased $65 million and ~~nine month increases were~~$135 million primarily due to the overall increase in floating interest rates, higher short-term borrowings (including commercial paper) and new term loan ~~borrowings and higher short-term borrowings, including commercial paper.~~borrowings.

4240

Table of Contents

Other Income (Expense), Net

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

Three months ended Nine months ended
In millions September 30,
2022 October 3,
2021 September 30,
2022 October 3,
2021
Non-service pension and OPEB credit $ 37 $ 23 $ 102 $ 72
Foreign currency gain, net 20 7 7 5
Interest income 14 7 29 18
(Loss) gain on marketable securities, net (3) 2 (12) 5
(Loss) gain on corporate owned life insurance (29) 1 (114) (11)
Other, net 4 (3) 14 22
Total other income, net $ 43 $ 37 $ 26 $ 111


	Three months ended				Six months ended
	June 30,				June 30,
In millions	2023		2022			2023		2022
Non-service pension and OPEB income	$	31	$	32		$	62	$	65
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)
Foreign currency (loss) gain, net	(11)		(1)			1		(13)




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

Income Tax Expense

Our effective tax rate for ~~2022~~2023 is expected to approximate 22.0 percent, ~~(increased 0.5 percent from prior quarter),~~ excluding any discrete items that may arise.

The three months ended ~~September~~June 30, ~~2022,~~2023, contained net unfavorable discrete tax items of ~~$57~~$3 million.

The nine months ended October 3, 2021, contained favorable discrete items of $8 million, primarily due to an $18 million favorable release of tax reserves associated with the settlement of tax positions, partially offset by $10 million of unfavorable statutory changesindefinite suspension in ~~tax rates (mostly in the U.K.).~~

On August 16, 2022, the U.S. federal government enacted the Inflation Reduction Act of 2022 into law effective beginning in 2023. The bill includes numerous tax provisions, including a 15 percent corporate minimum tax as well as a one percent excise tax on share repurchases. We are evaluating the potential impacts of the Act on our ~~financial results but do not currently expect the legislation will have a material effect on our results of operations or liquidity.~~Russian operations.

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 ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, increased $2$12 million and ~~decreased $8~~$23 million ~~respectively,~~ versus the comparable periods in ~~2021. The increase for the three months ended September 30,~~ 2022 ~~was~~ primarily due to higher earnings at Cummins India Limited and Eaton Cummins Joint Venture. ~~The decrease for the nine months ended September 30, 2022, was principally due to lower earnings at Hydrogenics Corporation.~~

~~Net Income Attributable to Cummins Inc. and Diluted Earnings Per Common Share Attributable to Cummins Inc.~~

Net income and diluted earnings per common share attributable to Cummins Inc. for the three months ended September 30, 2022, decreased $134 million and $0.87 per diluted share versus the comparable period in 2021, primarily due to unfavorable discrete tax items, Meritor acquisition and integration costs, one-time employee recognition expenses, higher interest expense related to new borrowings, losses in corporate owned life insurance, lower equity, royalty and interest income from investees (principally in China) and a higher effective tax rate, partially offset by higher net sales and lower variable compensation.

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Net income and diluted earnings per common share attributable to Cummins Inc. for the nine months ended September 30, 2022, decreased $217 million and $1.18 per diluted share versus the comparable period in 2021, primarily due to lower equity, royalty and interest income from investees (primarily in China), losses in corporate owned life insurance, costs associated with the suspension of our Russian operations, costs associated with the planned separation of our filtration business, Meritor acquisition and integration costs, one-time employee recognition expenses, unfavorable discrete tax items, higher consulting expenses and increased interest expense related to new borrowings, partially offset by higher net sales and increased gross margin. See NOTE 3, "RUSSIAN OPERATIONS," to our ~~Condensed Consolidated Financial Statements~~ for additional information. Diluted earnings per common share for the nine months ended September 30, 2022, benefited $0.10 from fewer weighted-average shares outstanding due to the stock repurchase program.

Comprehensive Income - Foreign Currency Translation Adjustment

The foreign currency translation adjustment was a net loss of ~~$379~~$110 million and ~~$620~~$28 million, respectively, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~flat and~~a net loss of ~~$34~~$245 million and $241 million, respectively, for the three and ~~nine~~six months ended ~~October 3, 2021,~~June 30, 2022, driven by the following:

Three months ended

June 30,

September 30,
2022

October 3,
2021

2023

2022

In millions

Translation adjustment

Primary currency driver vs. U.S. dollar

Translation adjustment

Primary currency driver vs. U.S. dollar

In millions

Translation adjustment

Primary currency driver vs. U.S. dollar

Translation adjustment

Primary currency driver vs. U.S. dollar

Wholly-owned subsidiaries

(306)

Chinese renminbi, British pound, Indian rupee

(8)

Brazilian real, partially offset by Indian rupee, Chinese renminbi

Wholly-owned subsidiaries

(72)

Chinese renminbi, partially offset by Brazilian real and British pound

(175)

Chinese renminbi, Indian rupee

Equity method investments

(58)

Chinese renminbi

Chinese renminbi, Indian rupee

Equity method investments

(36)

Chinese renminbi

(55)

Chinese renminbi

Consolidated subsidiaries with a noncontrolling interest

(15)

Indian rupee

Consolidated subsidiaries with a noncontrolling interest

(2)

Chinese renminbi

(15)

Indian rupee

Total

(379)

—

Total

(110)

(245)

Nine months ended

Six months ended

September 30,
2022

October 3,
2021

June 30,

2023

2022

In millions

Translation adjustment

Primary currency driver vs. U.S. dollar

Translation adjustment

Primary currency driver vs. U.S. dollar

In millions

Translation adjustment

Primary currency driver vs. U.S. dollar

Translation adjustment

Primary currency driver vs. U.S. dollar

Wholly-owned subsidiaries

(465)

Chinese renminbi, British pound, Indian rupee

(36)

British pound, Brazilian real, Indian rupee, Euro, partially offset by Chinese renminbi

Wholly-owned subsidiaries

Chinese renminbi, partially offset by Brazilian real, British pound and Euro

(159)

Chinese renminbi, Indian rupee

Equity method investments

(117)

Chinese renminbi

Chinese renminbi, partially offset by Indian rupee

Equity method investments

(30)

Chinese renminbi, partially offset by Brazilian real

(59)

Chinese renminbi

Consolidated subsidiaries with a noncontrolling interest

(38)

Indian rupee

(5)

Indian rupee

Consolidated subsidiaries with a noncontrolling interest

Indian rupee, partially offset by Chinese renminbi

(23)

Indian rupee

Total

(620)

(34)

Total

(28)

(241)

4442

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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, ~~Components,~~ Power Systems and ~~New Power~~Accelera segments. This reporting structure is organized according to the products and markets each segment serves. We use segment EBITDA as ~~a primary~~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, "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.

On August 3, 2022, we completed the acquisition of Meritor. Segment results include Meritor's activity since the date of acquisition. The results are included in our Components segment in the axles and brakes business while the electric powertrain portion is included in our New Power segment.

We continue to experience supply chain disruptions and related financial impacts reflected as increased cost of sales. Our industry continues to be unfavorably impacted by supply chain constraints leading to shortages across multiple components categories and limiting our collective ability to meet end-user demand. Our customers are also experiencing supply chain issues.

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	2023				2022			Amount		Percent		2023				2022			Amount		Percent
External sales	$	2,924			$	1,477		$	1,447	98	%	$	5,967			$	2,994		$	2,973	99	%
Intersegment sales	501				473			28		6	%	1,015				944			71		8	%
Total sales	3,425				1,950			1,475		76	%	6,982				3,938			3,044		77	%

Research, development and engineering expenses	103				73			(30)		(41)	%	194				149			(45)		(30)	%
Equity, royalty and interest income from investees	24				9			15		NM		45				37			8		22	%
Interest income	7				2			5		NM		13				3			10		NM

Russian suspension (recoveries) costs (1)	—				(2)			(2)		(100)	%	—				4			4		100	%
Segment EBITDA	486			(2)	352			134		38	%	993			(3)	672			321		48	%

								Percentage Points											Percentage Points
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.

As noted above, the descriptions of the two new businesses are as follows:

•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, China and India.

Table of Contents

•Software and electronics - We develop, supply and remanufacture control units, specialty sensors, power electronics, actuators and software for on-highway, off-highway and power generation applications. We primarily serve markets in the Americas, China, India and Europe.

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 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 demand in North America and China.

•Engine components sales increased $133 million mainly due to higher demand in China and North America.

Segment EBITDA

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

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Engine Segment Results

Financial data for the Engine segment was as follows:

Three months ended Favorable/ Nine months ended Favorable/
September 30, October 3, (Unfavorable) September 30, October 3, (Unfavorable)
In millions 2022 2021 Amount Percent 2022 2021 Amount Percent
External sales $ 2,063 $ 1,961 $ 102 5 % $ 6,204 $ 5,776 $ 428 7 %
Intersegment sales 716 617 99 16 % 2,103 1,752 351 20 %
Total sales 2,779 2,578 201 8 % 8,307 7,528 779 10 %
Research, development and engineering expenses 140 97 (43) (44) % 365 288 (77) (27) %
Equity, royalty and interest income from investees 28 61 (33) (54) % 131 (1) 278 (147) (53) %
Interest income 3 3 — — % 8 7 1 14 %
Russian suspension costs(2)
— — — — % 33 (3) — (33) NM
Segment EBITDA 363 391 (28) (7) % 1,177 1,147 30 3 %
Percentage Points Percentage Points
Segment EBITDA as a percentage of total sales 13.1 % 15.2 % (2.1) 14.2 % 15.2 % (1.0)
"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 suspension of our Russian operations. In addition, on February 7, 2022, we purchased Westport Fuel System Inc.'s stake in Cummins Westport Joint Venture. See NOTE 3, "RUSSIAN OPERATIONS," and NOTE 16, "ACQUISITIONS," to our Condensed Consolidated Financial Statements for additional information.
(2) See NOTE 3, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(3) Includes $31 million of Russian suspension costs reflected in the Equity, royalty and interest income from investees line above.

~~Table of Contents~~


	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	$	2,263		$	2,092		$	171	8	%	$	4,515		$	4,141			$	374	9	%
Intersegment sales	725			683			42		6	%	1,459			1,387				72		5	%
Total sales	2,988			2,775			213		8	%	5,974			5,528				446		8	%

Research, development and engineering expenses	148			116			(32)		(28)	%	282			225				(57)		(25)	%
Equity, royalty and interest income from investees	71			58			13		22	%	136			100			(1)	36		36	%

Interest income	7			1			6		NM		10			5				5		100	%

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

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

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


"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.

Sales for our Engine segment by market were as follows:


		Three months ended						Favorable/				Nine months ended						Favorable/					Three months ended						Favorable/				Six months ended						Favorable/
		September 30,			October 3,			(Unfavorable)				September 30,			October 3,			(Unfavorable)					June 30,						(Unfavorable)				June 30,						(Unfavorable)
In millions	In millions	2022			2021			Amount		Percent		2022			2021			Amount		Percent		In millions	2023			2022			Amount		Percent		2023			2022			Amount		Percent
Heavy-duty truck	Heavy-duty truck	$	972		$	861		$	111	13	%	$	2,881		$	2,527		$	354	14	%	Heavy-duty truck	$	1,117		$	1,001		$	116	12	%	$	2,231		$	1,909		$	322	17	%
Medium-duty truck and bus	Medium-duty truck and bus	868			713			155		22	%	2,591			2,075			516		25	%	Medium-duty truck and bus	942			875			67		8	%	1,845			1,723			122		7	%
Light-duty automotive	Light-duty automotive	466			515			(49)		(10)	%	1,420			1,480			(60)		(4)	%	Light-duty automotive	445			456			(11)		(2)	%	884			954			(70)		(7)	%
Total on-highway	Total on-highway	2,306			2,089			217		10	%	6,892			6,082			810		13	%	Total on-highway	2,504			2,332			172		7	%	4,960			4,586			374		8	%
Off-highway	Off-highway	473			489			(16)		(3)	%	1,415			1,446			(31)		(2)	%	Off-highway	484			443			41		9	%	1,014			942			72		8	%
Total sales	Total sales	$	2,779		$	2,578		$	201	8	%	$	8,307		$	7,528		$	779	10	%	Total sales	$	2,988		$	2,775		$	213	8	%	$	5,974		$	5,528		$	446	8	%

								Percentage Points										Percentage Points											Percentage Points										Percentage Points
On-highway sales as percentage of total sales	On-highway sales as percentage of total sales	83		%	81		%			2		83		%	81		%			2		On-highway sales as percentage of total sales	84		%	84		%			—		83		%	83		%			—

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/			Nine months ended		Favorable/				Three months ended		Favorable/			Six months ended		Favorable/
		September 30,	October 3,	(Unfavorable)			September 30,	October 3,	(Unfavorable)				June 30,		(Unfavorable)			June 30,		(Unfavorable)
		2022	2021	Amount	Percent		2022	2021	Amount	Percent			2023	2022	Amount	Percent		2023	2022	Amount	Percent
Heavy-duty	Heavy-duty	30,200	29,200	1,000	3	%	89,700	89,300	400	—	%	Heavy-duty	36,400	30,900	5,500	18	%	71,100	59,500	11,600	19	%
Medium-duty	Medium-duty	69,800	65,200	4,600	7	%	211,200	205,800	5,400	3	%	Medium-duty	76,000	68,800	7,200	10	%	154,900	141,400	13,500	10	%
Light-duty	Light-duty	58,300	73,900	(15,600)	(21)	%	185,200	210,500	(25,300)	(12)	%	Light-duty	53,600	60,400	(6,800)	(11)	%	108,600	126,900	(18,300)	(14)	%
Total unit shipments	Total unit shipments	158,300	168,300	(10,000)	(6)	%	486,100	505,600	(19,500)	(4)	%	Total unit shipments	166,000	160,100	5,900	4	%	334,600	327,800	6,800	2	%

Table of Contents

Sales

Engine segment sales for the three months ended ~~September~~June 30, ~~2022,~~2023, increased ~~$201~~$213 million versus the comparable period in ~~2021.~~2022. The following were the primary drivers by market:

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

•Medium-duty truck and bus sales increased ~~$155~~$67 million mainly due to ~~favorable pricing and~~higher demand, especially in North America with shipments up 18 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.~~America with shipments up 18 percent.

•~~Heavy-duty~~Medium-duty truck and bus sales increased ~~$111~~$122 million ~~principally~~mainly due to ~~favorable pricing and stronger~~higher demand (including higher aftermarket sales) especially in North ~~America with higher shipments of 16 percent.~~America.

These increases were partially offset by decreased light-duty automotive sales of ~~$49~~$70 million primarily due to our indefinite suspension of operations in ~~Russia and lower sales to Stellantis.~~

~~Engine segment sales for the nine months ended September 30, 2022, increased $779 million versus the comparable period in 2021. The following were the primary drivers by market:~~

•~~Medium-duty truck and bus sales increased $516 million mainly due to favorable pricing and higher demand (including higher aftermarket sales), especially in North America.~~

•Heavy-duty truck sales increased $354 million principally due to favorable pricing and stronger demand (including higher aftermarket sales), especially in North America with higher shipments of 9 percent.Russia.

Segment EBITDA

Engine segment EBITDA for the three months ended ~~September~~June 30, ~~2022, decreased $28~~2023, increased $4 million versus the comparable period in ~~2021,~~2022, primarily due to higher material costs, increased research, development and engineering expenses, increased product coverage, lower equity, royalty and interest income from investees (principally Beijing Foton Cummins Engine Co., Ltd. and the February 7, 2022, purchase of Westport Fuel System Inc.'s stake in Cummins Westport Joint Venture) and manufacturing inefficiencies,favorable pricing, partially offset by ~~favorable pricing. See NOTE 16, "ACQUISITIONS," to our~~ ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~higher compensation expenses and increased material costs.

~~Table of Contents~~

Engine segment EBITDA for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, increased ~~$30~~$71 million versus the comparable period in ~~2021,~~2022, mainly due to favorable pricing, partially offset by higher material costs, lower equity, royalty and interest income from investees (principally decreased earnings at Beijing Foton Cummins Engine Co., Ltd., the $28 million impairment of our Russian joint venture with KAMAZ, lower earnings at Dongfeng Cummins Engine Co., Ltd. and the February 7, 2022, purchase of Westport Fuel System Inc.'s stake in Cummins Westport Joint Venture) and increased research, development and engineeringcompensation expenses. ~~See NOTE 3, "RUSSIAN OPERATIONS," and NOTE 16, "ACQUISITIONS," to our~~ ~~Condensed Consolidated Financial Statements~~ ~~for additional information.~~

Distribution Segment Results

Financial data for the Distribution segment was as follows:

~~Sales for our Distribution segment by region were as follows:~~

Three months ended Favorable/ Nine months ended Favorable/
September 30, October 3, (Unfavorable) September 30, October 3, (Unfavorable)
In millions 2022 2021 Amount Percent 2022 2021 Amount Percent
North America $ 1,512 $ 1,236 $ 276 22 % $ 4,373 $ 3,637 $ 736 20 %
Asia Pacific 260 238 22 9 % 748 679 69 10 %
Europe 175 144 31 22 % 503 468 35 7 %
China 92 81 11 14 % 274 245 29 12 %
Africa and Middle East 73 74 (1) (1) % 174 197 (23) (12) %
Latin America 58 48 10 21 % 155 136 19 14 %
India 56 51 5 10 % 158 142 16 11 %
Russia(1)
13 87 (74) (85) % 224 210 14 7 %
Total sales $ 2,239 $ 1,959 $ 280 14 % $ 6,609 $ 5,714 $ 895 16 %
(1) The Distribution segment is organized and managed by geographic regions. The Russia region contains sales to several countries in the geographic area.


	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	$	2,576		$	2,247		$	329	15	%	$	4,975		$	4,358		$	617	14	%
Intersegment sales	19			6			13		NM		26			12			14		NM
Total sales	2,595			2,253			342		15	%	5,001			4,370			631		14	%

Research, development and engineering expenses	15			13			(2)		(15)	%	29			26			(3)		(12)	%
Equity, royalty and interest income from investees	24			21			3		14	%	48			37			11		30	%
Interest income	8			3			5		NM		15			5			10		NM

Russian suspension (recoveries) costs (1)	—			(45)			(45)		(100)	%	—			55			55		100	%
Segment EBITDA	299			297			2		1	%	634			407			227		56	%

							Percentage Points										Percentage Points
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.

4746

Table of Contents

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

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/				Nine months ended				Favorable/					Three months ended				Favorable/				Six months ended				Favorable/
		September 30,		October 3,		(Unfavorable)				September 30,		October 3,		(Unfavorable)					June 30,				(Unfavorable)				June 30,				(Unfavorable)
In millions	In millions	2022		2021		Amount		Percent		2022		2021		Amount		Percent		In millions	2023		2022		Amount		Percent		2023		2022		Amount		Percent
Parts	Parts	$	945	$	800	$	145	18	%	$	2,859	$	2,322	$	537	23	%	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	%
Engines	Engines	449		377		72		19	%	1,319		1,062		257		24	%	Engines	531		429		102		24	%	987		870		117		13	%
Power generation		431		438		(7)		(2)	%	1,273		1,310		(37)		(3)	%
Service	Service	414		344		70		20	%	1,158		1,020		138		14	%	Service	431		393		38		10	%	832		744		88		12	%
Total sales	Total sales	$	2,239	$	1,959	$	280	14	%	$	6,609	$	5,714	$	895	16	%	Total sales	$	2,595	$	2,253	$	342	15	%	$	5,001	$	4,370	$	631	14	%

Sales

Distribution segment sales for the three months ended ~~September~~June 30, ~~2022,~~2023, increased ~~$280~~$342 million versus the comparable period in ~~2021.~~2022. The ~~following were the~~ primary ~~drivers by region:~~

•driver was an increase in North American sales ~~increased $276~~of $303 million ~~representing 99 percent of the total change in Distribution segment sales, mainly~~ due to higher demand in all product lines (mainly 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.

Distribution segment sales for ~~parts and vocational engines.~~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 million due to higher demand in all product lines.

The increase was partially offset by the following:

•~~Russian~~European sales decreased ~~$74~~$121 million as a result of our indefinite suspension of operations in Russia.

•Unfavorable foreign currency fluctuations, primarily in the ~~Euro,~~ Australian dollar, ~~South African rand,~~Canadian dollar, Chinese renminbi, Indian rupee and ~~Japanese yen.~~South African rand.

~~Distribution segment sales for the nine months ended September 30, 2022, increased $895 million versus the comparable period in 2021. The following were the primary drivers by region:~~

•~~North American sales increased $736 million, representing 82 percent of the total change in Distribution segment sales, largely due to higher demand for parts and vocational engines.~~

~~The increase was partially offset by unfavorable foreign currency fluctuations, mainly in the Euro, Australian dollar, Japanese yen and Indian rupee.~~

Segment EBITDA

Distribution segment EBITDA for the three months ended ~~September~~June 30, ~~2022,~~2023, increased ~~$33~~$2 million versus the comparable period in ~~2021,~~2022, primarily due to ~~higher~~increased volumes and favorable mix, partially offset by higher compensation expenses ~~unfavorable foreign currency fluctuations (principally in~~and the ~~South African rand, Japanese yen, Euro, Australian dollar and Indian rupee) and an inventory write-off.~~

Distribution segment EBITDA for the nine months ended September 30, 2022, increased $79 million versus the comparable period in 2021, mainly due to higher volumes, partially offset by unfavorable foreign currency fluctuations (principally in emerging market currencies, South African rand, Australian dollar and Japanese yen), costsabsence of recoveries associated with the suspension of our Russian ~~operations, increased freight costs due to supply chain constraints, an inventory write-off and higher compensation expenses.~~operations. See NOTE 3,14, "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.

Table of Contents

~~Components Segment Results~~

~~Financial data for the Components segment was as follows:~~

Three months ended Favorable/ Nine months ended Favorable/
September 30, October 3, (Unfavorable) September 30, October 3, (Unfavorable)
In millions 2022 2021 Amount Percent 2022 2021 Amount Percent
External sales $ 2,220 $ 1,347 $ 873 65 % $ 5,214 $ 4,627 $ 587 13 %
Intersegment sales 483 446 37 8 % 1,427 1,312 115 9 %
Total sales 2,703 1,793 910 51 % 6,641 5,939 702 12 %
Research, development and engineering expenses 87 78 (9) (12) % 236 232 (4) (2) %
Equity, royalty and interest income from investees 17 10 7 70 % 54 41 13 32 %
Interest income 4 1 3 NM 7 3 4 NM
Russian suspension costs(1)
1 — (1) NM 5 — (5) NM
Segment EBITDA 297 (2) 253 44 17 % 969 (3) 975 (6) (1) %
Percentage Points Percentage Points
Segment EBITDA as a percentage of total sales 11.0 % 14.1 % (3.1) 14.6 % 16.4 % (1.8)
"NM" - not meaningful information
(1) See NOTE 3, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.
(2) Includes $45 million of costs related to the acquisition and integration of Meritor and $10 million of costs associated with the planned separation of our filtration business.
(3) Includes $56 million of costs related to the acquisition and integration of Meritor and $15 million of costs associated with the planned separation of our filtration business.

~~Sales for our Components segment by business were as follows:~~

Three months ended Favorable/ Nine months ended Favorable/
September 30, October 3, (Unfavorable) September 30, October 3, (Unfavorable)
In millions 2022 2021 Amount Percent 2022 2021 Amount Percent
Emission solutions $ 853 $ 793 $ 60 8 % $ 2,626 $ 2,710 $ (84) (3) %
Axles and brakes 732 — 732 NM 732 — 732 NM
Filtration 399 354 45 13 % 1,172 1,100 72 7 %
Turbo technologies 367 (1) 325 42 13 % 1,068 (1) 1,043 25 2 %
Electronics and fuel systems 193 210 (17) (8) % 607 714 (107) (15) %
Automated transmissions 159 111 48 43 % 436 372 64 17 %
Total sales $ 2,703 $ 1,793 $ 910 51 % $ 6,641 $ 5,939 $ 702 12 %
"NM" - not meaningful information
(1) The three and nine months ended September 30, 2022, included sales of $43 million and $80 million, respectively, related to the newly acquired Jacobs Vehicle Systems business. See NOTE 16, "ACQUISITIONS," to our Condensed Consolidated Financial Statements for additional information.

~~Sales~~

~~Components segment sales for the three months ended September 30, 2022, increased $910 million versus the comparable period in 2021. The following were the primary drivers by business:~~

•~~Axles and brakes sales added $732 million in sales since the completion of the Meritor acquisition.~~

•~~Emission solutions sales increased $60 million primarily due to stronger demand in North America.~~

•~~Automated transmissions sales increased $48 million principally due to higher demand in North America.~~

•~~Filtration sales increased $45 million mainly due to stronger demand in North America and Latin America.~~

•~~Turbo technologies sales increased $42 million largely due to higher demand in North America, partially offset by weaker demand in China.~~

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

~~Table of Contents~~

~~Components segment sales for the nine months ended September 30, 2022, increased $702 million versus the comparable period in 2021. The following were the primary drivers by business:~~

•~~Axles and brakes sales added $732 million in sales since the completion of the Meritor acquisition.~~

•~~Filtration sales increased $72 million mainly due to stronger demand in North America and Latin America, partially offset by lower demand in China.~~

~~These increases were partially offset by the following:~~

•~~Electronics and fuel systems sales decreased $107 million principally due to weaker demand in China, partially offset by higher demand in North America.~~

•~~Unfavorable foreign currency fluctuations, primarily in the Euro, Indian rupee and British pound.~~

~~Segment EBITDA~~

Components segment EBITDA for the three months ended September 30, 2022, increased $44 million versus the comparable period in 2021, mainly due to favorable pricing and higher volumes, partially offset by Meritor acquisition and integration costs.

Components segment EBITDA for the nine months ended September 30, 2022, decreased $6 million versus the comparable period in 2021, primarily due to higher material costs and Meritor acquisition and integration costs, partially offset by favorable pricing.

Power Systems Segment Results

Financial data for the Power Systems segment was as follows:


		Three months ended						Favorable/				Nine months ended						Favorable/					Three months ended						Favorable/				Six months ended						Favorable/
		September 30,			October 3,			(Unfavorable)				September 30,			October 3,			(Unfavorable)					June 30,						(Unfavorable)				June 30,						(Unfavorable)
In millions	In millions	2022			2021			Amount		Percent		2022			2021			Amount		Percent		In millions	2023			2022			Amount		Percent		2023			2022			Amount		Percent
External sales	External sales	$	773		$	688		$	85	12	%	$	2,190		$	1,999		$	191	10	%	External sales	$	794		$	734		$	60	8	%	$	1,473		$	1,417		$	56	4	%
Intersegment sales	Intersegment sales	576			476			100		21	%	1,522			1,330			192		14	%	Intersegment sales	663			469			194		41	%	1,327			946			381		40	%
Total sales	Total sales	1,349			1,164			185		16	%	3,712			3,329			383		12	%	Total sales	1,457			1,203			254		21	%	2,800			2,363			437		18	%

Research, development and engineering expenses	Research, development and engineering expenses	62			55			(7)		(13)	%	184			172			(12)		(7)	%	Research, development and engineering expenses	66			58			(8)		(14)	%	129			122			(7)		(6)	%
Equity, royalty and interest income from investees	Equity, royalty and interest income from investees	10			11			(1)		(9)	%	31			32			(1)		(3)	%	Equity, royalty and interest income from investees	18			10			8		80	%	31			21			10		48	%
Interest income	Interest income	3			1			2		NM		5			3			2		67	%	Interest income	2			1			1		100	%	4			2			2		100	%

Russian suspension costs(1)		—			—			—		—	%	19			—			(19)		NM
Russian suspension (recoveries) costs (1)																						Russian suspension (recoveries) costs (1)	—			(1)			(1)		(100)	%	—			19			19		100	%
Segment EBITDA	Segment EBITDA	193			134			59		44	%	411			399			12		3	%	Segment EBITDA	201			128			73		57	%	420			218			202		93	%

								Percentage Points										Percentage Points											Percentage Points										Percentage Points
Segment EBITDA as a percentage of total sales	Segment EBITDA as a percentage of total sales	14.3		%	11.5		%			2.8		11.1		%	12.0		%			(0.9)		Segment EBITDA as a percentage of total sales	13.8		%	10.6		%			3.2		15.0		%	9.2		%			5.8

"NM" - not meaningful information

(1) See NOTE 3, "RUSSIAN OPERATIONS," to our Condensed Consolidated Financial Statements for additional information.

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

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

Three months ended Favorable/ Nine months ended Favorable/
September 30, October 3, (Unfavorable) September 30, October 3, (Unfavorable)
In millions 2022 2021 Amount Percent 2022 2021 Amount Percent
Power generation $ 739 $ 664 $ 75 11 % $ 2,060 $ 1,930 $ 130 7 %
Industrial 483 412 71 17 % 1,304 1,135 169 15 %
Generator technologies 127 88 39 44 % 348 264 84 32 %
Total sales $ 1,349 $ 1,164 $ 185 16 % $ 3,712 $ 3,329 $ 383 12 %

~~Table of Contents~~


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

Sales

Power Systems segment sales for the three months ended ~~September~~June 30, ~~2022,~~2023, increased ~~$185~~$254 million versus the comparable period in ~~2021.~~2022. The primary driver was an increase in power generation sales of $197 million mainly due to higher demand in North America, India, Asia Pacific, Western Europe and Mexico. The increase was partially offset by unfavorable foreign currency fluctuations, primarily in the Indian rupee and Chinese renminbi.

Power Systems segment 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 ~~$75~~$303 million ~~primarily~~mainly due to higher demand in North America, ~~Latin America, the Middle East~~India and Asia ~~Pacific and favorable pricing, partially offset by weaker demand in China.~~Pacific.

•Industrial sales increased ~~$71~~$102 million principally due to ~~stronger aftermarket~~improved demand ~~and improved~~in oil and gas ~~sales~~market in North ~~America.~~

•~~Generator technologies sales increased $39 million mainly due to higher demand in Europe, China, India~~America and ~~North America.~~global mining markets.

These increases were partially offset by unfavorable foreign currency fluctuations, primarily in the ~~Euro, British pound~~Indian rupee and ~~Indian rupee.~~

~~Power Systems segment sales for the nine months ended September 30, 2022, increased $383 million versus the comparable period in 2021. The following were the primary drivers by product line:~~

•~~Industrial sales increased $169 million due to stronger aftermarket demand and improved oil and gas sales in North America and China.~~

•~~Power generation sales increased $130 million due to improved pricing and higher demand in Latin America, India and the Middle East.~~

•~~Generator technologies sales increased $84 million due to higher demand in Europe and India.~~

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

Segment EBITDA

Power Systems segment EBITDA for the three months ended ~~September~~June 30, ~~2022,~~2023, increased ~~$59~~$73 million versus the comparable period in ~~2021,~~2022, mainly due to increased volumes and favorable pricing, partially offset by higher ~~material~~compensation expenses and severance costs.

Power Systems segment EBITDA for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, increased ~~$12~~$202 million versus the comparable period in ~~2021,~~2022, primarily due to favorable pricing and increased volumes, partially offset by higher ~~material costs, increased freight costs due to supply chain constraints~~compensation expenses and ~~costs associated with the suspension~~severance costs.

Table of ~~our Russian operations.~~Contents

~~New Power~~Accelera Segment Results

The New Power segment designs, manufactures, sells and supports hydrogen production solutions as well as electrified power systems with innovative components and subsystems, including battery, fuel cell and electric powertrain technologies. The New Power segment is currently in the early stages of commercializing these technologies with efforts primarily focused on the development of our electroloyzers for hydrogen production and electrified power systems and related components and subsystems.

Financial data for the ~~New Power~~Accelera segment was as follows:


		Three months ended				Favorable/				Nine months ended				Favorable/					Three months ended				Favorable/				Six months ended				Favorable/
		September 30,		October 3,		(Unfavorable)				September 30,		October 3,		(Unfavorable)					June 30,				(Unfavorable)				June 30,				(Unfavorable)
In millions	In millions	2022		2021		Amount		Percent		2022		2021		Amount		Percent		In millions	2023		2022		Amount		Percent		2023		2022		Amount		Percent
External sales	External sales	$	45	$	20	$	25	NM		$	106	$	77	$	29	38	%	External sales	$	81	$	36	$	45	NM		$	161	$	61	$	100	NM
Intersegment sales	Intersegment sales	5		3		2		67	%	17		5		12		NM		Intersegment sales	4		6		(2)		(33)	%	9		12		(3)		(25)	%
Total sales	Total sales	50		23		27		NM		123		82		41		50	%	Total sales	85		42		43		NM		170		73		97		NM

Research, development and engineering expenses	Research, development and engineering expenses	46		26		(20)		(77)	%	121		75		(46)		(61)	%	Research, development and engineering expenses	52		39		(13)		(33)	%	100		75		(25)		(33)	%
Equity, royalty and interest loss from investees	Equity, royalty and interest loss from investees	(5)		(3)		(2)		(67)	%	(12)		(1)		(11)		NM		Equity, royalty and interest loss from investees	(4)		(3)		(1)		(33)	%	(8)		(4)		(4)		(100)	%

Interest income																		Interest income	1		—		1		NM		1		—		1		NM
Segment EBITDA	Segment EBITDA	(96)		(58)		(38)		(66)	%	(243)		(169)		(74)		(44)	%	Segment EBITDA	(114)		(79)		(35)		(44)	%	(208)		(144)		(64)		(44)	%

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

Accelera segment sales for the three months ended June 30, 2023, increased $43 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.

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.

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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.~~sales and inventory holdings. Our industry continues to be unfavorably impacted by supply chain constraints leading to shortages and price increases across multiple ~~components~~component categories and limiting our collective ability to meet end-user demand. Our customers are also experiencing supply chain issues. Should the supply chain issues continue for an extended period of time or worsen, the impact on our production and supply chain could have a material adverse effect on our results of operations, financial condition and cash flows. The Board 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 ~~2022.~~2023.

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 markets.

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

~~Challenges~~

•~~Supply constraints driven by strong~~We expect demand for trucks in ~~multiple end markets and regions may lead~~China to ~~increased costs, including higher freight and conversion costs.~~improve from the low demand levels in 2022.

Challenges

•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 our collective ability to meet end-user demand. Our customers are also experiencing other supply chain issues limiting full production capabilities.

•Resurgence of COVID-19 lockdowns in several cities in China negatively impacted the economy and our end markets. Future lockdowns will contribute to further disruptions in the global supply chain, reducing both our revenues and profitability.

•~~We expect market demand in truck and construction markets in China to remain at low levels through the remainder of 2022, impacting our revenues, joint venture earnings and net income.~~

•The indefinite suspension of our operations in Russia is expected to impact our revenue and profitability. The 2021 sales through our wholly-owned distributor in Russia and direct sales into Russia were 2.7 percent of net sales.

•~~We expect to continue to incur incremental expenses as a result of the~~ completion of the Meritor, Inc. acquisition ~~and its integration into our business.~~

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

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

•We expect the ~~planned~~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	September 30, 2022			December 31, 2021			Dollars in millions	June 30, 2023			December 31, 2022
Working capital (1)	Working capital (1)	$	3,868		$	5,225		Working capital (1)	$	4,365		$	3,030
Current ratio	Current ratio	1.37			1.74			Current ratio	1.40			1.27
Accounts and notes receivable, net	Accounts and notes receivable, net	$	4,799		$	3,990		Accounts and notes receivable, net	$	5,863		$	5,202
Days' sales in receivables	Days' sales in receivables	59			59			Days' sales in receivables	59			60
Inventories	Inventories	$	5,543		$	4,355		Inventories	$	6,026		$	5,603
Inventory turnover	Inventory turnover	4.0			4.6			Inventory turnover	4.3			4.2
Accounts payable (principally trade)	Accounts payable (principally trade)	$	4,000		$	3,021		Accounts payable (principally trade)	$	4,308		$	4,252
Days' payable outstanding	Days' payable outstanding	59			57			Days' payable outstanding	60			60
Total debt	Total debt	$	8,115		$	4,159		Total debt	$	7,700		$	7,855
Total debt as a percent of total capital	Total debt as a percent of total capital	46.4		%	31.5		%	Total debt as a percent of total capital	40.4		%	44.1		%

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

Cash Flows

Cash and cash equivalents were impacted as follows:


									Six months ended
		Nine months ended							June 30,
In millions	In millions	September 30, 2022		October 3, 2021		Change		In millions	2023		2022		Change
Net cash provided by operating activities	Net cash provided by operating activities	$	1,145	$	1,524	$	(379)	Net cash provided by operating activities	$	978	$	763	$	215
Net cash used in investing activities	Net cash used in investing activities	(3,496)		(278)		(3,218)		Net cash used in investing activities	(606)		(576)		(30)
Net cash provided by (used in) financing activities		2,111		(2,079)		4,190
Net cash used in financing activities								Net cash used in financing activities	(603)		(391)		(212)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	147		20		127		Effect of exchange rate changes on cash and cash equivalents	(68)		74		(142)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	$	(93)	$	(813)	$	720	Net decrease in cash and cash equivalents	$	(299)	$	(130)	$	(169)

Net cash provided by operating activities ~~decreased $379~~increased $215 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, primarily due to higher ~~working capital requirements of $253 million and lower~~ net income of ~~$225~~$413 million, partially offset by ~~$107~~higher working capital requirement of $179 million and the absence of ~~increases~~Russian suspension costs, net of recoveries, in ~~other miscellaneous items.~~2023 of $111 million. The higher working capital requirements resulted in a cash outflow of ~~$719~~$849 million compared to a cash outflow of ~~$466~~$670 million in the comparable period ~~in 2021,~~of 2022, mainly due to ~~decreased~~unfavorable changes in accounts and notes receivable and accounts payable, partially offset by increased accrued expenses ~~as a result of lower~~(from higher variable compensation accruals in 2023 and higher variable compensation payments in the first quarter of 2022 ~~partially offset by a lower spend in inventories.~~for the previous year).

Net cash used in investing activities increased ~~$3.2 billion~~$30 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, primarily due to ~~the acquisitions~~higher capital expenditures of ~~Meritor, Jacobs Vehicle Systems and Cummins Westport Joint Venture,~~$163 million, partially offset by lower acquisition of businesses, net of cash acquired of ~~$3.0 billion.~~$111 million.

Net cash ~~provided by~~used in financing activities ~~decreased $4.2 billion~~increased $212 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021,~~2022, primarily due to higher net ~~borrowings~~payments of commercial paper of ~~$2.2~~$1.1 billion ~~increased proceeds from borrowings of $2.0 billion (principally our $2.0 billion term loan)~~ and ~~lower repurchases of common stock of $0.9 billion, partially offset by~~ higher payments on borrowings and finance lease obligations of ~~$1.0 billion ($0.9 billion~~$157 million (largely related to term loan payments), partially offset by higher proceeds from borrowings of ~~which relates to debt assumed in~~$681 million (including $650 million of Atmus debt) and the ~~Meritor acquisition that was retired during the third quarter~~absence of ~~2022).~~repurchases of common stock of $347 million.

The effect of exchange rate changes on cash and cash equivalents for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, versus the comparable period in ~~2021, increased $127~~2022, changed $142 million primarily due to ~~favorable~~unfavorable fluctuations in the British pound, partially offset by ~~unfavorable fluctuations in~~ 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 ~~$1,145~~$978 million generated in the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. Our sources of liquidity include:


		September 30, 2022								June 30, 2023
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	$	2,499	$	866	$	1,633	China, Singapore, Belgium, Australia, Mexico, Canada	Cash and cash equivalents	$	1,802	$	805	$	997	Singapore, China, Belgium, Australia, Canada, Mexico

Marketable securities (1)	Marketable securities (1)	466		96		370		India	Marketable securities (1)	512		90		422		India
Total	Total	$	2,965	$	962	$	2,003		Total	$	2,314	$	895	$	1,419
Available credit capacity	Available credit capacity								Available credit capacity
Revolving credit facilities (2)	Revolving credit facilities (2)	$	1,607						Revolving credit facilities (2)	$	2,383
Atmus revolving credit facility (3)									Atmus revolving credit facility (3)	$	350
International and other uncommitted domestic credit facilities	International and other uncommitted domestic credit facilities	$	230						International and other uncommitted domestic credit facilities	$	221

(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.								(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, the 364-day credit facility for $1.5 billion and the $500 million incremental 364-day credit facility, maturing August 2026 and August 2023, respectively, are maintained primarily to provide backup liquidity for our commercial paper borrowings and general corporate purposes. At September 30, 2022, we had $2,393 million of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to $1.6 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 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.									(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.									(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.

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 ~~asserted~~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 of Atmus

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. 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. See NOTE 15, "FORMATION OF ATMUS AND IPO," to the Condensed Consolidated Financial Statements for additional information.

Debt Facilities and Other Sources of Liquidity

On July 13, 2022, we entered into a loan agreement under which we may obtain delayed-draw loans in an amount up to $2.0 billion in the aggregate prior to October 13, 2022. We drew down the entire $2.0 billion balance on August 2, 2022, to help fund the acquisition of Meritor. The interest rate is based on SOFR for the one-month interest period plus the relevant spread. The loan will mature on August 1, 2025. The agreement contains customary events of default and financial and other covenants, including maintaining a net debt to capital ratio of no more than 0.65 to 1.0.

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

~~In connection with the new credit agreements, on~~dated August 17, ~~2022, we entered into an amendment to our $2.0 billion five-year facility to replace LIBOR with SOFR as an interest rate benchmark and to make other conforming changes to interest rate determinations.~~2022.

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We have access to committed credit facilities totaling $4.0 billion, including ~~the $1.5~~our $2.0 billion 364-day facility that expires ~~August 16, 2023, $500 million incremental 364-day facility that expires August 16, 2023,~~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 ~~September~~June 30, ~~2022.~~

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2023.

We can issue up to $4.0 billion of unsecured, short-term promissory notes (commercial paper) pursuant to 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 programs should not exceed $4.0 billion. At ~~September~~June 30, ~~2022,~~2023, we had ~~$2.4~~$1.6 billion of commercial paper outstanding, which effectively reduced our available capacity under our revolving credit facilities to ~~$1.6~~$2.4 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 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 accounted 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.

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.

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.

InOn July ~~2017,~~3, 2023, the ~~U.K.'s~~ Financial Conduct Authority ~~which regulates~~published a statement confirming that the ~~London Interbank Offered Rate (LIBOR), announced it intends to phase out~~U.S. dollar LIBOR by the end of 2021. The cessation date for submission and publication of rates for certain tenors of LIBOR has since been extended until mid-2023. Various central bank committees and working groups continue to discuss replacement of benchmark rates, the process for amending existing LIBOR-based contracts and the potential economic impacts of different alternatives.panel had ceased. The Alternative Reference Rates Committee ~~has~~ identified ~~the~~ 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 ~~have~~ 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. ~~While we do not believe the~~The change ~~will materially~~had no material impact us due to our operational and system readiness coupled with relevant contractual fallback ~~language, we continue to evaluate all eventual transition risks.~~language. In anticipation of LIBOR's phase out, our ~~most recent~~ revolving credit and term loan agreements ~~include~~incorporated the use of SOFR as a ~~well-documented transition mechanism~~replacement for ~~selecting a benchmark replacement rate for LIBOR, subject~~LIBOR. Our 5-year credit facility maturing August 18, 2026, as amended to ~~our agreement.~~date, also incorporates SOFR. Additionally, with respect to our ~~$1.3~~$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 ~~will allow~~allowed for a smooth transition to the designated replacement ~~rate when that transition occurs.~~

On September 30, 2022, certain of our subsidiaries entered into a $1.0 billion credit agreement (Credit Agreement), consisting of a $400 million revolving credit facility and a $600 million term loan facility (Facilities), in anticipation of the separation of our filtration business. Borrowings under the Credit Agreement will not become available under the Credit Agreement unless and until, among other things, there is a sale to the public of shares in our subsidiary that holds the filtration business (Parent Borrower). The Credit Agreement will automatically terminate if no such public sale of shares of Parent Borrower occurs on or prior to March 30, 2023. Borrowings under the Credit Agreement would be available to Parent Borrower and one or more of its subsidiaries (Borrower). If borrowings become available under the Credit Agreement, the Facilities would mature on September 30, 2027.

Borrowings under the Credit Agreement would 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 would bear interest at adjusted term 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 depending on Parent Borrower's net leverage ratio.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~~accounts payable in our Condensed Consolidated Balance Sheets. Amounts due to the financial intermediaries reflected in accounts payable at ~~September~~June 30, ~~2022,~~2023, were ~~$227~~$231 million.

~~Accounts Receivable Factoring Arrangements~~

We assumed an accounts receivable factoring program from the acquisition of Meritor with a total amount utilized at September 30, 2022, of $235 million, of which $215 million was attributable to committed factoring facilities. The remaining amount of $20 million was related to factoring by certain of Meritor's European subsidiaries under uncommitted factoring facilities with financial institutions. The receivables under all of these programs are sold at face value and are excluded from the ~~Condensed Consolidated Balance Sheets.~~ ~~Total facility size, utilized amounts, readily available amounts and expiration dates for each of these programs are shown in the table below.~~

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The Swedish facility is backed by a 364-day liquidity commitment, which was renewed through June 22, 2023. Commitments under all of Meritor's factoring facilities are subject to standard terms and conditions for these types of arrangements (including, in the case of the U.K. and Italy commitments, a sole discretion clause whereby the bank retains the right to not purchase receivables, which has not been invoked since the inception of the respective programs).

~~We intend to wind down existing Meritor factoring programs into 2023.~~

Uses of Cash

~~Meritor Acquisition~~Dividends

We paid dividends of $445 million during the six 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.

Capital Expenditures

Capital expenditures for the six months ended June 30, 2023, were $414 million versus $251 million in the comparable period in 2022. 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 on capital expenditures with over 60 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.

On August 3, 2022, we completed the acquisition of Meritor, Inc. (Meritor). The total purchase price, including debt that was retired on the closing date, was $2.9 billion. In addition, we assumed $1.0 billion of additional debt, of which $0.9 billion was retired prior to the end of the third quarter. See NOTE 16, "ACQUISITIONS," to our Condensed Consolidated Financial Statements for additional information.

~~Dividends~~

We paid dividends of $633 million during the nine months ended September 30, 2022. In July 2022, the Board authorized an increase to our quarterly dividend of approximately 8 percent from $1.45 per share to $1.57 per share.

~~Stock Repurchases~~

In December 2021, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the 2019 repurchase plan. In December 2019, the Board authorized the acquisition of up to $2.0 billion of additional common stock upon completion of the 2018 repurchase plan. In the first nine months of 2022, we made the following purchases under the 2019 stock repurchase program:

In millions, except per share amounts Shares
Purchased Average Cost
Per Share Total Cost of
Repurchases
Remaining
Authorized
Capacity (1)
March 31 1.6 $ 199.27 $ 311 $ 2,281
June 30 0.1 194.00 36 2,245
September 30 0.2 197.72 23 2,222
Total 1.9 198.65 $ 370
(1) The remaining $222 million authorized capacity under the 2019 plan was calculated based on the cost to purchase the shares, but excludes commission expenses in accordance with the authorized plan.

~~We intend to repurchase outstanding shares from time to time during 2022 to enhance shareholder value.~~

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~~Capital Expenditures~~

Capital expenditures, including spending on internal use software, for the nine months ended September 30, 2022, were $497 million versus $398 million in the comparable period in 2021. We plan to spend an estimated $850 million to $900 million in 2022 on capital expenditures related to our legacy Cummins businesses and an additional $40 million to $50 million for Meritor, excluding internal use software, with over 60 percent of these expenditures expected to be invested in North America. In addition, we plan to spend an estimated $55 million to $65 million on internal use software in 2022.

Current Maturities of Short and Long-Term Debt

We had ~~$2.4~~$1.6 billion of commercial paper outstanding at ~~September~~June 30, ~~2022,~~2023, that matures in less than one year. The maturity schedule of our existing long-term debt ~~does not require~~requires significant cash outflows ~~until~~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 ~~$13~~$9 million to ~~$2.5~~$2.0 billion over the next five years (including the remainder of ~~2022)~~2023). In 2023, we intend to have a greater emphasis on the repayment of debt to maintain our strong credit ratings. See NOTE ~~11,~~9, "DEBT," to the Condensed Consolidated Financial Statements for additional information.

Pensions

Our global pension plans, including our unfunded and non-qualified plans, were ~~121~~120 percent funded at December 31, ~~2021.~~2022. Our U.S. defined benefit ~~plan,~~plans (qualified and non-qualified), which represented approximately 5269 percent of the worldwide pension obligation, ~~was 138~~were 121 percent funded, and our U.K. defined benefit ~~plan was 127~~plans were 119 percent funded at December 31, ~~2021. As part of the Meritor acquisition, we recorded assets of $147 million and liabilities of $105 million on our~~ ~~Condensed Consolidated Balance Sheets~~ ~~related to Meritor's postretirement benefit plans.~~2022. 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 ~~nine~~six months of ~~2022,~~2023, our U.K. pension trusts' loss was 4.3 percent, while the investment ~~loss~~gain on our U.S. pension ~~trust~~trusts was ~~5.1~~3.3 percent, ~~while our U.K. pension trust loss~~excluding the Meritor plan as their return was ~~21.7 percent.~~not available at the time of filing. We anticipate making additional defined benefit pension contributions during the remainder of ~~2022~~2023 of $7$20 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 ~~2022~~2023 annual net periodic pension cost to ~~approximate $20 million.~~be near zero.

~~Redeemable Noncontrolling Interests~~Stock Repurchases

~~A .19 minority shareholder in one~~In December 2021, the Board authorized the acquisition of our businesses, Hydrogenics Corporation (Hydrogenics), has, among other rights and subject to related obligations and restrictive covenants, rights that are exercisable between September 2022 and September 2026 to require us to (1) purchase such shareholder's shares (Put Option) at an amount up to $2.0 billion of additional common stock upon completion of the ~~fair market value (calculated pursuant to a process outlined~~$2.0 billion repurchase plan authorized in 2019. We did not make any repurchases of common stock in the ~~shareholders' agreement) and (2) sell to such shareholder Hydrogenics' electrolyzer business at an amount up to the fair market value~~first six months of ~~the electrolyzer business (calculated pursuant to a process outlined in the shareholders’ agreement). We recorded the estimated fair value~~2023.

Table of ~~the Put Option as redeemable noncontrolling interests in our~~ Contents~~Condensed Consolidated Financial Statements~~ ~~with an offset to additional paid-in capital. At September 30, 2022, the redeemable noncontrolling interest balance was $252 million.~~

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+

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 payments, acquisitions, targeted capital expenditures, common stock repurchases, ~~dividend payments, targeted capital expenditures,~~ projected pension obligations, working capital and ~~debt service obligations~~equity injections for our subsidiaries through ~~2022~~2023 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.

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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 ~~2021~~2022 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 ~~2021~~2022 Form 10-K under the caption “APPLICATION OF CRITICAL ACCOUNTING ESTIMATES.” Within the context of these critical accounting estimates, ~~other than noted below~~ 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 ~~nine~~six months of ~~2022.~~2023.

~~Fair Value of Intangible Assets~~

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

We make strategic acquisitions that may have a material impact on our consolidated results of operations or financial position. We allocate the purchase price of acquired businesses to the assets acquired and liabilities assumedSee Note 18, "RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS," in the transaction at their estimated fair values. The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of our acquisitions can be complex and requires the use of significant judgment with regardNotes to (i) the fair value and (ii) the period and the method by which the intangible asset will be amortized. We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired intangibles. We estimate the fair value of acquisition-related intangible assets principally based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses, which includes estimates of discount rates, revenue growth rates, EBITDA, royalty rates, customer attrition rates and technology obsolesce rates. The projected cash flows are discounted to determine the present value of the assets at the dates of acquisition. Although we believe the projections, assumptions and estimates made were reasonable and appropriate, these estimates require significant judgment by management, are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments subsequent to the measurement period are recorded to our consolidated statements of income. ~~See NOTE 16, "ACQUISITIONS," to our~~ Condensed Consolidated Financial Statementsfor additional ~~information~~ ~~about our recent business combinations.~~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 ~~2021~~2022 Form 10-K. There have been no material changes in this information since the filing of our ~~2021~~2022 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). As permitted by SEC guidance for newly acquired businesses, the evaluation did not include an assessment of those disclosure controls and procedures that are subsumed by and did not include an assessment of internal control over financial reporting as it relates to Meritor, Inc. (Meritor), which was acquired on August 3, 2022. 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.

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Changes in Internal Control over Financial Reporting

~~Except as described below, there has been~~There were no ~~change~~changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2022,~~2023, that ~~has~~ materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On August 3, 2022, we completed the acquisition of Meritor. As part of our ongoing integration of the Meritor business, we are continuing to incorporate our controls and procedures into Meritor and to augment our company-wide controls to reflect the risks inherent in an acquisition of this type. As permitted by the SEC guidance for newly acquired businesses, our report on our internal control over financial reporting in the Annual Report on Form 10-K for the year ending December 31, 2022, will include a scope exception that excludes the acquired Meritor business in order for management to have sufficient time to evaluate and implement our internal control structure over the operations of the Meritor business.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The matters described under "Legal Proceedings" in NOTE ~~13,~~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 ~~factors~~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, ~~2021~~2022, 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 ~~2021~~2022 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 of our emission certification process and compliance with emission standards with respect to our pick-up truck applications and are working with the ~~EPA~~Environmental Protection Agency (EPA) and ~~CARB~~California Air Resources Board (CARB) to address their questions about these applications. Due to the continuing nature of our formal internal review and on-going discussions with the EPA and CARB, we cannot predict the final results of this formal review and these regulatory processes, nor ~~whether, or~~ the extent to which, they ~~could~~likely will have a material adverse impact on ~~our~~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 ~~improvement~~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. ~~It is possible that the~~The consequences resulting from our formal review and these regulatory processes ~~could~~likely will have a material adverse impact on our results of operations and cash ~~flows.~~

~~BUSINESS CONDITIONS / DISRUPTIONS~~

~~The ongoing conflict between Russia and Ukraine, and the global response (including government bans~~flows, however we cannot yet reasonably estimate a loss or ~~restrictions on doing business in Russia), could have a material adverse impact on our results~~range of ~~operations, financial condition and cash flows.~~

Given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including geopolitical risks such as the current conflict between Russia and Ukraine, may adversely affect our results of operations, financial condition and cash flows. We have suspended our commercial operations in Russia indefinitely, which resulted in a $158 million charge in the first quarter of 2022. In the second quarter, we recovered certain inventory and other expense amounts reserved in the first quarter and incurred some small additional charges resulting in a net recovery of $47 million. In the third quarter, we incurred $4 million of additional contract termination charges, and we recovered certain bad debt expenses and inventory amounts reserved in the first quarter for a net charge of $1 million. We may incur additional charges as conditions continue to evolve including with respect to our planned extrication from our relationship with KAMAZ Publicly Traded Company and its subsidiaries, including the unconsolidated joint venture. In addition, we have experienced, and expect to continue to experience, an inability to collect customer receivables and may be the subject of litigation in connection with our suspension of commercial operations in Russia. Theloss.

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broader consequences of this conflict, which may include further sanctions, embargoes, regional instability, and geopolitical shifts; potential retaliatory action by the Russian government against companies, including possible nationalization of foreign businesses in Russia; increased tensions between the United States and countries in which we operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted. To the extent the current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening many other risks disclosed in our ~~Annual Report on Form 10-K for the year ended December 31, 2021~~, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation, particularly with regard to raw material, transportation and labor price fluctuations; disruptions to our information technology environment, including through cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies and relations; disruptions in global supply chains; and our exposure to foreign currency exchange rate changes.

~~Failure to successfully integrate the acquisition of Meritor, Inc. (Meritor) could have a material adverse impact on our results of operations, financial condition and cash flows.~~

The acquisition of Meritor will involve the integration of Meritor’s operations with our existing operations, and there are uncertainties inherent in such an integration. We will be required to devote significant management attention and resources to integrating Meritor’s operations. A delay in the integration of Meritor could cause us to fail to realize some or all of the anticipated benefits within a reasonable period of time or at all, which could result in additional transaction costs or in other negative effects.

~~We may fail to fully realize all of the anticipated benefits, including enhanced revenue, earnings, and cash flow from our acquisition of Meritor.~~

Our ability to fully realize all of the anticipated benefits, including enhanced revenue, earnings, and cash flow, from our acquisition of Meritor will depend, in substantial part, on our ability to successfully integrate the products into our segments, launch the Meritor products around the world and achieve our projected sales goals. While we believe we will ultimately achieve these objectives, it is possible that we will be unable to achieve all of these objectives within our anticipated time frame or in the anticipated amounts. If we are not able to successfully complete the integration of the Meritor business or implement our Meritor strategy, we may not fully realize the anticipated benefits, including enhanced revenue, earnings, and cash flows, from this acquisition or such anticipated benefits may take longer to realize than expected. As part of the purchase accounting associated with the acquisition, significant goodwill and intangible asset balances were recorded on the consolidated balance sheet. If cash flows from the acquisition fall short of our anticipated amounts, these assets could be subject to non-cash impairment charges, negatively impacting our earnings.

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 (1)
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) (2)
July 1 - July 31 73,856 $ 193.02 73,856 $ 2,231
August 1 - August 31 — — — 2,231
September 1 - September 30 42,589 205.86 42,589 2,222
Total 116,445 197.72 116,445
(1) Shares purchased represent shares under the Board authorized share repurchase program.
(2) 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.


	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 1 - April 30	—	$	—	—	$	2,218
May 1 - May 31	—	—		—	2,218
June 1 - June 30	—	—		—	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 ~~2019 repurchase plan. In December 2019, the Board authorized the acquisition of up to~~ $2.0 billion ~~of additional common stock upon completion of the 2018~~ repurchase ~~plan.~~plan authorized in 2019. During the three months ended ~~September~~June 30, ~~2022,~~2023, we ~~repurchased $23 million~~did not make any repurchases of common ~~stock under the 2019 authorization.~~stock. The dollar value remaining available for future purchases under the 2019 program at ~~September~~June 30, ~~2022,~~2023, was ~~$222~~$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,

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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

~~Not applicable.~~ (c) During the second quarter of 2023, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

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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						~~Fourth~~Fifth Amended and Restated 364-Day Credit Agreement, dated as of ~~August 17, 2022, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent~~.~~(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on~~ ~~August~~ ~~19, 2022 (File No. 001-04949)).~~
~~10.2~~						~~Incremental 364-Day Credit Agreement, dated as of August 17, 2022,~~June 5, 2023, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit ~~10.2 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 19, 2022 (File No. 001-04949)).~~


~~10.~~3						Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 17, 2022, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on August 19, 2022 (File No.001-04949)).

~~10.4~~						Credit Agreement, dated as of September 30, 2022, among FILT Red, Inc., Cummins Filtration Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cummins Inc. with the Securities and Exchange Commission on ~~September 30, 2022~~June 7 , 2023 (File ~~No.001-04949)~~No. 001-04949)).
~~10.5~~10.2						~~Guaranty, dated as of September 30, 2022, by~~ Cummins Inc. ~~in favor of Bank of America, N.A.,~~Employee Stock Purchase Plan, as ~~administrative agent for the lenders party to the Credit Agreement.~~amended (incorporated by reference to ~~Exhibit 10.2~~Annex B to the ~~Current Report on Form 8-K~~Company's definitive proxy statement filed ~~by Cummins Inc.~~ with the Securities and Exchange Commission on ~~September 30, 2022~~Schedule 14A on March 27, 2023 (File ~~No.001-04949)~~No. 001-04949)).

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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021,~~June 30, 2022, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021,~~June 30, 2022, (iii) the Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, (iv) the Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, 2023 and June 30, 2022 ~~and~~

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~~October 3, 2021,~~, (v) the Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interests and Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~October 3, 2021~~June 30, 2022 and (vi) Notes to Condensed Consolidated Financial ~~Statements.~~Statements.

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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:

~~November 4, 2022~~August 3, 2023

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)

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In millions	Components		New Power		Distribution		Power Systems		Engine		Total




Balance at December 31, 2021	$	934	$	257	$	79	$	11	$	6	$	1,287

Acquisitions(1)	799		159		—		—		—		958
Translation and other	(15)		—		—		(1)		—		(16)

Balance at September 30, 2022	$	1,718	$	416	$	79	$	10	$	6	$	2,229



(1)See NOTE 16, "ACQUISITIONS," for additional information on acquisition goodwill.


	Current Expiration	Total Facility Size at September 30, 2022				Utilized at September 30, 2022
In millions		EUR		USD		EUR		USD



Off-balance sheet arrangements
Committed Swedish factoring facility(1)(2)	March 2024	€	155	$	151	€	144	$	139
Committed U.S. factoring facility(1)	February 2023	N/A		75		—		76
Uncommitted U.K. factoring facility(3)	February 2025	25		24		2		2
Uncommitted Italy factoring facility	June 2025	30		29		11		11
Other uncommitted factoring facilities(4)	None	N/A		N/A		7		7
Total off-balance sheet arrangements		€	210	$	279	€	164	$	235


(1) Actual amounts may exceed the bank's commitment at the bank's discretion.
(2) The factoring program is supported by a 364-day committed credit facility through June 22, 2023.
(3) The U.K. factoring facility enables the factoring of British pound and Euro denominated accounts receivable.
(4) There is no explicit facility size under the agreement, but the counterparty approves the purchase of receivable tranches as its discretion.



In millions	Change in pensions and other postretirement defined benefit plans		Foreign currency translation adjustment		Unrealized gain (loss) on derivatives		Total attributable to Cummins Inc.		Noncontrolling interests		Total
Balance at June 30, 2022	$	(324)	$	(1,426)	$	54	$	(1,696)
Other comprehensive income (loss) before reclassifications
Before-tax amount	—		(365)		51		(314)		$	(15)	$	(329)
Tax benefit (expense)			1		(13)		(12)		—		(12)
After-tax amount	—		(364)		38		(326)		(15)		(341)
Amounts reclassified from accumulated other comprehensive income (loss)(1)	6		—		3		9		—		9

Net current period other comprehensive income (loss)	6		(364)		41		(317)		$	(15)	$	(332)
Balance at September 30, 2022	$	(318)	$	(1,790)	$	95	$	(2,013)

Balance at July 4, 2021	$	(689)	$	(1,231)	$	(9)	$	(1,929)
Other comprehensive income (loss) before reclassifications
Before-tax amount	1		(2)		5		4		$	2	$	6
Tax expense	(1)		—		(3)		(4)		—		(4)
After-tax amount	—		(2)		2		—		2		2
Amounts reclassified from accumulated other comprehensive income (loss)(1)	17		—		1		18		—		18
Net current period other comprehensive income (loss)	17		(2)		3		18		$	2	$	20
Balance at October 3, 2021	$	(672)	$	(1,233)	$	(6)	$	(1,911)

(1) Amounts are net of tax. Reclassifications out of accumulated other comprehensive income (loss) and the related tax effects are immaterial for separate disclosure.


In millions, except per share amounts	Shares Purchased	Average Cost Per Share		Total Cost of Repurchases		Remaining Authorized Capacity (1)

March 31	1.6	$	199.27	$	311	$	2,281
June 30	0.1	194.00		36		2,245
September 30	0.2	197.72		23		2,222

Total	1.9	198.65		$	370

(1) The remaining $222 million authorized capacity under the 2019 plan was calculated based on the cost to purchase the shares, but excludes commission expenses in accordance with the authorized plan.


	Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased (1)	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) (2)
July 1 - July 31	73,856	$	193.02	73,856	$	2,231
August 1 - August 31	—	—		—	2,231
September 1 - September 30	42,589	205.86		42,589	2,222
Total	116,445	197.72		116,445

(1) Shares purchased represent shares under the Board authorized share repurchase program.
(2) 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.