Execution Version
Filed pursuant to Rule 433
Registration File No. 333-262584
Issuer Free Writing Prospectus dated February 14, 2024
Relating to Preliminary Prospectus Supplement dated February 14, 2024
FINAL TERM SHEET
February 14, 2024
Cummins Inc.
$500,000,000 4.900% Senior Notes due 2029
$750,000,000 5.150% Senior Notes due 2034
$1,000,000,000 5.450% Senior Notes due 2054
The information in this final term sheet supplements Cummins Inc.’s preliminary prospectus supplement, dated February 14, 2024 (the “Preliminary Prospectus Supplement”), and the accompanying prospectus, dated February 8, 2022 and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Terms used, but not defined, in this final term sheet have the respective meanings set forth in the Preliminary Prospectus Supplement.
| Issuer | Cummins Inc. |
| Expected Ratings | |
| (Moody’s / S&P)* | A2 / A |
| Offering Format | SEC Registered (File No. 333-262584) |
| Trade Date | February 14, 2024 |
| Settlement Date** | February 20, 2024 (T+3) |
| 4.900% Senior Notes due 2029 | |
| Principal Amount | $500,000,000 |
| Maturity Date | February 20, 2029 |
| Benchmark Treasury | 4.000% due January 31, 2029 |
| Benchmark Treasury Price / Yield | 98-29+ / 4.243% |
| Spread to Benchmark Treasury | 70 bps |
| Yield to Maturity | 4.943% |
| Coupon | 4.900% |
| Price to Public | 99.812% of principal amount, plus accrued interest, if any, from February 20, 2024 |
| Interest Payment Dates | February 20 and August 20, beginning August 20, 2024 |
| Day Count Convention | 30 / 360 |
| Make-Whole Call | 15 bps for any redemption prior to January 20, 2029 |
| Par Call | On or after January 20, 2029 (one month prior to the maturity date) |
| Denominations | $2,000 and any integral multiple of $1,000 in excess thereof |
| CUSIP / ISIN | 231021AV8 / US231021AV82 |
| 5.150% Senior Notes due 2034 | |
| Principal Amount | $750,000,000 |
| Maturity Date | February 20, 2034 |
| Benchmark Treasury | 4.000% due February 15, 2034 |
| Benchmark Treasury Price/Yield | 97-28 / 4.263% |
| Spread to Benchmark Treasury | 93 bps |
| Yield to Maturity | 5.193% |
| Coupon | 5.150% |
| Price to Public | 99.668% of principal amount, plus accrued interest, if any, from February 20, 2024 |
| Interest Payment Dates | February 20 and August 20, beginning August 20, 2024 |
| Day Count Convention | 30 / 360 |
| Make-Whole Call | 15 bps for any redemption prior to November 20, 2033 |
| Par Call | On or after November 20, 2033 (three months prior to the maturity date) |
| Denominations | $2,000 and any integral multiple of $1,000 in excess thereof |
| CUSIP / ISIN | 231021AW6 / US231021AW65 |
| 5.450% Senior Notes due 2054 | |
| Principal Amount | $1,000,000,000 |
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| Maturity Date | February 20, 2054 |
| Benchmark Treasury | 4.750% due November 15, 2053 |
| Benchmark Treasury Price/Yield | 105-01 / 4.443% |
| Spread to Benchmark Treasury | 105 bps |
| Yield to Maturity | 5.493% |
| Coupon | 5.450% |
| Price to Public | 99.371% of principal amount, plus accrued interest, if any, from February 20, 2024 |
| Interest Payment Dates | February 20 and August 20, beginning August 20, 2024 |
| Day Count Convention | 30 / 360 |
| Make-Whole Call | 20 bps for any redemption prior to August 20, 2053 |
| Par Call | On or after August 20, 2053 (six months prior to the maturity date) |
| Denominations | $2,000 and any integral multiple of $1,000 in excess thereof |
| CUSIP / ISIN | 231021AX4 / US231021AX49 |
| * * * | |
| Joint Book-Running Managers | BofA Securities, Inc. |
| Wells Fargo Securities, LLC | |
| ING Financial Markets LLC | |
| J.P. Morgan Securities LLC | |
| PNC Capital Markets LLC | |
| Citigroup Global Markets Inc. | |
| HSBC Securities (USA) Inc. | |
| Loop Capital Markets LLC | |
| Mizuho Securities USA LLC | |
| Scotia Capital (USA) Inc. | |
| U.S. Bancorp Investments, Inc. | |
| Goldman Sachs & Co. LLC | |
| Siebert Williams Shank & Co., LLC | |
| Co-Managers | ANZ Securities, Inc. |
| Credit Agricole Securities (USA) Inc. | |
| Standard Chartered Bank | |
| UniCredit Capital Markets LLC | |
| MUFG Securities Americas Inc. | |
| Santander US Capital Markets LLC | |
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* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** It is expected that delivery of the notes will be made against payment therefor on or about February 20, 2024, which is the third business day following the Trade Date (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by contacting (i) BofA Securities, Inc. toll-free at +1-800-294-1322 or by email at dg.prospectus_requests@bofa.com, (ii) Wells Fargo Securities, LLC toll-free at +1-800-645-3751, (iii) ING Financial Markets LLC toll-free at +1-877-446-4930, (iv) J.P. Morgan Securities LLC collect at +1-212-834-4533 or (v) PNC Capital Markets LLC toll-free at +1-855-881-0697.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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