CMI 4/1/2024 Shareholder/Stockholder Letter Transcript:
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Letter from our Chair and CEO
To our Cummins Shareholders:
As I reflect back on 2023, I am incredibly proud of what Cummins and our employees accomplished for our stakeholders, and I feel energized
about the opportunities ahead for us as we continue to demonstrate our relentless focus on being a global leader in clean energy technology and
innovation.
Power makes progress: Celebrating a banner year for Cummins
Last year, we made significant progress in achieving our Destination Zero strategy, and it continues to be clear that our dual-path approach to
reducing the greenhouse gas and air quality impacts of our products is the right approach to meet our customers needs today and continue to
grow our business and impact. We did this by advancing our core business as well as developing new, zero-emissions solutions through Accelera
by CumminsTM.
Achieved key advances in our core business. In 2023, we committed to investing more than $1 billion across our U.S. engine manufacturing
network to support the industry s first fuel agnostic engine platforms, and we unveiled the X10 fuel agnostic series, launching in North
America in 2026. Additionally, we initiated several collaborations with our natural gas X15 engine (X15N), the industry s first natural gas engine
designed specifically for heavy-duty and on-highway truck applications, offering OEMs and end-users the opportunity to realize reductions
in nitrous oxides and greenhouse gas without compromising performance. A similar 15-liter natural gas platform has been in use globally in
markets like China since 2022, with close to 30,000 production units and more than 2 billion real world miles accumulated to date. The X15N
is now available for purchase in North America.
Paved the way through Accelera. In March we launched a unique brand, Accelera by Cummins, for our business focused on zero-emissions
solutions. In September, we announced a joint venture with Daimler Trucks and Buses, PACCAR and EVE Energy to accelerate and localize
battery cell production and the battery supply chain in the U.S. And in January, we announced the selection of Marshall County, Mississippi,
for the 21-gigawatt hour factory, which is expected to begin producing battery cells in 2027 and create more than 2,000 U.S. manufacturing
jobs by 2030. Accelera also reached a further milestone in 2023 with electrolyzer order backlog totaling more than 500MW. To meet the
growing electrolyzer demand, we began production at our first U.S. manufacturing location for electrolyzers in our Cummins Power
Generation facility in Fridley, Minnesota.
Delivered record operational performance. Due to our employees hard work and the continued high demand for our products globally, we
achieved record 2023 full-year revenues of $34.1 billion, 21 percent higher than 2022, and record operating cash flow of $4.0 billion, a
significant increase from $2.0 billion achieved in 2022. Additionally, last year marked the 14th consecutive year that we increased our
shareholder dividends, returning $921 million.
Demonstrated continued commitment to people, communities and the planet. Last year, we received several prestigious honors,
recognizing our commitment to being a conscientious corporate citizen for all our stakeholders, both internally and in the communities we
serve. We were featured on Ethisphere s World s Most Ethical Companies list, S&P Dow Jones Sustainability World Index, and the S&P Dow
Jones Sustainability North America Index. In addition, we received numerous accolades recognizing our ongoing efforts to foster caring
and inclusive environments in which all employees and innovation thrive, including: named one of 66 companies on America s Top Corporations
for Women s Business Enterprises in 2023; National Association of Corporate Directors 2023 Diversity, Equity and Inclusion Award; 2023
best place to work for disability inclusion; Military Friendly Employer; Top Hispanic Employer by DiversityComm magazine; Financial Times
Diversity Leaders list in Europe; and a perfect score of 100 on the 2023-2024 Corporate Equality Index. In 2023, we also achieved a global Every
Employee Every Community (EEEC) our program to enable each employee to use at least four work hours to engage in their
communities participation rate of 77% for the full year, surpassing our target of 75%. This represents nearly 60,000 Cummins employees
across the world who volunteered 332,000 hours, organized 10,800 community events, and partnered with 3,300 nonprofits.
Power onward: Continuing our progress in 2024 and beyond
Our focus in 2024 is about continuous improvement and flawless execution that keeps us ahead of the competition and enables us to deliver
innovative products that are better for our customers, our communities and our environment. No one is better positioned to do this than Cummins,
and here s how we ll do it.
Delivering strong returns to you, our shareholders. We are committed to delivering cycle-over-cycle improvement in financial performance,
and we are in a strong position to keep investing in the future, bringing new technologies to power our customers success around the
world, and returning cash to our investors. Over the past two decades, our business has grown five-fold, from $6.6 billion in revenues in
2000 to a record $34.1 billion achieved last year and we re on pace to continue this trajectory this decade as we move closer to 2030. Though
we anticipate moderating demand in some markets, we are taking steps to reduce costs, optimize our business and position Cummins for
continued success in the years ahead.
Amplifying our presence as a global leader in the energy transition. We are resolute about the leading role we play in the energy
transition, and emissions compliance continues to be a critical element of this work and central to our values. We were transparent about
this in December 2023, when we announced that we reached an agreement in principle to resolve U.S. regulatory claims regarding our
emissions certification and compliance process for certain engines primarily used in our pickup truck applications.
We ultimately believe there will be a place for more efficient diesel, natural gas, and hydrogen internal combustion engines for many years in
the commercial vehicle markets we serve. In February 2024, we branded our fuel-agnostic engine platforms with a name that captures the
innovation that powers us forward: the Cummins HELM platforms. Loosely translating to higher efficiency, lower emissions and multiple
fuels, the Cummins HELM platforms give our customers control of how they navigate their own journeys as part of the energy transition and
include our B, X10 and X15 engine platforms. They provide customers with the option to choose the fuel type(s) and applications that best
suit their business needs, while also reducing emissions. These products are critical to our plan to help fleets reach Destination Zero, while
providing products that are economically viable, scalable and deliver the power, performance, range and durability for which Cummins is
known.
We also announced in February 2024 the launch of our most efficient heavy-duty diesel engine ever. The Next Gen X15 will be compliant
with U.S. EPA and CARB 2027 aligned regulations at launch and will serve the heavy-duty on-highway market in North America. Maintaining
the traditional reliability and lower operating costs that have met the needs of a diverse customer base since the inaugural X15 launch in
1998, the Next Gen X15 will feature improved greenhouse gas and fuel efficiency benefits while retaining the same ratings of the current X15
(up to 605 horsepower and 2,050 lb-ft of torque) and optimizing powertrain integration with Eaton Cummins and Cummins-Meritor. More
information on start of production for the Next Gen X15 will be available later this year.
The Cummins HELM B, X10 and X15 engine platforms, together with Accelera by Cummins zero-emission products, will help our
customers with a variety of applications and requirements reduce emissions today and well into the future. Through Accelera s new eMobility
business, we will continue to position Cummins to win in the electrification and hydrogen markets by providing a wide range of battery
electric vehicle products, including batteries, e-axles, traction systems, auxiliary controls and power, and electric powertrain integration. We ll
also further bolster our electrolyzer business our most significant outgrowth opportunity by scaling our industry-leading technical
innovation to support the growing global green hydrogen economy.
Driving continuous, profitable growth through the power of partnership. In this globally connected world, going it alone is an outdated
approach to developing critical solutions for critical issues. Fortunately, we have entered a new era of mutually beneficial collaboration where likeminded partners, and even competitors, realize the exponential power of coming together. At Cummins, we are proud of our 105-year
history of leveraging our strong partnerships and power as an incumbent to accelerate future growth through innovation not only with
leading OEMs and customers around the globe, but also through strategic partnerships and joint ventures. By pursuing unique relationships
with key players like Daimler Trucks & Buses, PACCAR, EVE Energy, Leclanch S.A., Tata Motors, Terex, Knight Transportation, Blue Bird,
Chevron, the Eclipse Foundation, and other compelling prospective partners we are uniquely positioned to lead in the transition to zero
emissions.
Investing in our people, communities and planet. Making people s lives better by powering a more prosperous world requires a healthier
planet and vibrant, engaged communities. This work is our mission in action. It s what we ve always done, and what we will continue to do. In
2024, we will continue to build on these commitments by setting aggressive goals for ourselves in three core areas. First, we ll invest to
establish a diverse management team best equipped to continue leading in the transition to zero emissions while generating strong returns.
We ll also focus on advancing our talent strategies to meet the evolving needs of our employees and the business, while expanding our diversity,
equity and inclusion aspirations. Second, we ll continue to deliver a safe, healthy and more sustainable work environment for our employees.
We ll continue to demonstrate leadership for corporate responsibility within our global communities. Through Cummins Advocating for
Racial Equity (CARE) now focused on serving both our Black and Latino neighbors we ll continue our important work of enabling and
empowering our employees, communities and businesses to create more equitable and inclusive environments through criminal justice reform,
economic empowerment and social justice reform. And finally, we ll continue to extend our efforts with Cummins Water Works to advance
water security for 20 million people by 2025 among several other initiatives.
Looking ahead, I am deeply appreciative of our Cummins employees, who continue to innovate for our customers and demonstrate the
flexibility required to meet global demand. And I m equally grateful to all of you our shareholders for your confidence in Cummins. Thank
you for joining us in our journey to make people s lives better by powering a more prosperous world.
Sincerely,
Jennifer Rumsey
Chair and Chief Executive Officer
Cummins Inc.
See Appendix A for reconciliation of GAAP to non-GAAP measures referenced in this section.
500 Jackson Street, Box 3005, Columbus, Indiana 47202-3005
NOTICE OF 2024
ANNUAL MEETING OF
SHAREHOLDERS
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR
THE 2024 ANNUAL SHAREHOLDER
MEETING TO BE HELD ON MAY 14, 2024:
the Annual Report and Proxy Statement are
available at www.proxyvote.com
14
DATE
May 14, 2024
To Our Shareholders:
TIME
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of the Shareholders of Cummins Inc. will be held
virtually on Tuesday, May 14, 2024, at 11:00 a.m. Eastern Time, for the following purposes:
1.
to elect the eleven nominees named in the attached proxy statement as directors for the
ensuing year;
2.
to consider an advisory vote on the compensation of our named executive officers;
3.
to ratify the appointment of PricewaterhouseCoopers LLP as our auditors for 2024;
4.
to consider a proposal from a shareholder regarding requiring an independent Chairman of the
Board;
5.
to consider a shareholder proposal regarding linking executive compensation to achieving 1.5 C
emissions reductions; and
6.
to transact any other business that may properly come before the meeting or any adjournment
thereof.
The Annual Meeting of Shareholders will be held in a virtual meeting format only. You will not be able
to attend the Annual Meeting physically. We believe a virtual meeting allows broader access by our
shareholders and other parties without restricting participation while also reducing the environmental
impact and cost of conducting the meeting.
11:00 a.m. Eastern Time
21
RECORD DATE
March 21, 2024
VOTING
BY THE INTERNET
Visit the website noted on your
proxy card to vote online
Only shareholders of our Common Stock of record at the close of business on March 21, 2024, are
entitled to notice of, and to vote at, the meeting.
If you do not expect to be present virtually at the meeting, you are urged to vote your shares by telephone,
via the Internet, or by completing, signing and dating the enclosed proxy card and returning it promptly
in the envelope provided.
You may revoke your proxy card at any time before the meeting. Except with respect to shares attributable
to accounts held in the Cummins Retirement and Savings Plans, any shareholders entitled to vote at the
annual meeting who attend the meeting will be entitled to cast their votes electronically during the
meeting.
BY TELEPHONE
Use the toll-free telephone number
on your proxy card to vote by
telephone
NICOLE Y. LAMB-HALE,
Secretary
April 1, 2024
BY MAIL
On April 1, 2024, we will commence mailing the notice of Internet availability of proxy materials, or a
proxy statement, proxy card and annual report, to shareholders.
Sign, date, and return your proxy
card in the enclosed envelope to
vote by mail.
4/1/2024 Letter Continued (Full PDF)