Cummins completed its stock exchange offer of CMI shares for shares of Atmus Filtration on March 18, 2024 for 12.0298 shares of ATMU stock for each CMI share. The offer was over-subscribed so CMI shareholders who accepted the exchange offer did not have all shares offered for exchange accepted for exchange. A proration factor was used to determine the shares accepted for exchange. The proration factor reported by Cummins was 6.992552%. This factor was applied to all tendered CMI shares with one exception. The exception was shareholders owning less than 100 CMI shares who tendered all their CMI shares. In this case, all tendered shares were accepted for exchange. For example, you offered 200 shares for exchange, only 0.06992552 x 200 = 13.985104 would be exchanged, rounded to a whole number.

The Form 423B3 SEC filing for this merger can be found through the SEC EDGAR web site at:

https://www.sec.gov/Archives/edgar/data/1921963/000110465924031935/tm2325015-25_424b3.htm#tMUFI

Resolution:

The companies received a ruling that the exchange would be a non-taxable event, if carried out as planned. We will assume they are successful in meeting the requirements and will treat this exchange as a non-taxable event. The information below is based on the information available from a form 423B filed with the SEC by Atmus and Schedule TO filed by Cummins. Price information is from websites offering historical prices.

For most clubs, this event will need two transactions to account for it in myICLUB.com. The first is a spinoff and the second is a reverse stock split. The remaining basis percentage in the spinoff needs to be calculated by each user as it will vary depending on specific circumstances. Also, the split ration for the reverse stock split will need to be calculated by individual users according to their specific situation. These instructions will include how to make these calculations.

*A few clubs that owned less than 100 shares of Cummins and had ALL of their Cummins stock accepted for the exchange can treat this as a merger with Atmus as the surviving company. Instructions for this situation are at the end of this article.*

NOTE: The companies state they will endeavor to satisfy the conditions necessary to make this transaction non-taxable. However, there is the possibility the IRS will disagree that the companies met the requirements. These instructions assume the companies succeed in their efforts. New instructions will be written, if and when it becomes known the merger should be treated as a taxable event.

The Spinoff Entry

Go to Accounting > Securities > Record spinoff of securities in myICLUB.com. If you are unfamiliar with spinoff transactions you can get help at this URL: https://www.myiclub.com/faq/article.aspx?id=54

Here is the information you need to complete the spinoff.

• Date: 3/18/2024
• Select Parent Security (or Parent Company) Cummins (CMI)
• Remaining Basis Percentage: [(CMI shares owned after exchange) / (CMI shares owned before exchange)] x 100
  • For example, you owned 200 shares of CMI before the exchange. You offered 100 shares to exchange but only 7 were accepted. After the exchange you owned 193 shares. Your remaining basis percentage would be (193/200) x 100 = 96.5
• Cash received:  See your broker statement for cash-in-lieu received
• Spinoff  Security (or Symbol of New Company) : Atmus Filtration (ATMU)
• Shares received : 12.0298 x (# of CMI shares exchanged)   (Include fractional shares.)
  • For example, you had 7 shares accepted for exchange, you were entitled to 12.0298 x 7 ATMU shares = 84.2086
• Price Per Share : 26.39   (Average of opening and closing ATMU prices on 3/18/2024)              

Save the transaction and the spinoff part has been entered.

The Stock Split Entry

• Go to Accounting > Securities > Record stock split in myICLUB.com.

Step 1

• Date: 3/18/2024  (Best if done after the spinoff portion is completed.)
• Symbol : CMI

Step 2

• Split ratio: [(CMI shares owned after exchange) for  (CMI shares owned before exchange)]
• For example, using the information from the spinoff, 193 shares after the exchange and 200 shares of CMI before the exchange, you would enter 193 for 200. This will reduce your CMI shares owned to 193.
• Comments : Recommend including a comment that this is for the CMI – ATMU exchange offer.

Click Submit to save the final portion of the exchange transaction.

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If your club had ALL CMI shares accepted for exchange you can use the merger transaction.

The Merger Entry Go to Accounting > Securities > Record merger of securities in myICLUB. If you are unfamiliar with merger transactions you can get help at this URL: https://www.myiclub.com/faq/article.aspx?id=52

Here is the information needed for Atmus Filtration shareholders to complete the merger.

• Date: 3/18/2024
• Old Security or Merging Company: Cummins (CMI)  
• Price per share of old Security / :  Use last ATMUS valuation, if needed
• Cash received:  See your broker statement for cash-in-lieu
• New Security: Atmus Filtration (ATMUS)
• New Security Price: 26.36   (Average of Opening and Closing price on 3/18/2024)
• Shares received : 12.0298 x (# of CMI shares owned).
  • (Remember to include fractional shares.)
  • For example, if you owned 50 CMI shares, you should receive 12.0298 x 50 = 601.445 ATMU shares. If an amount is entered in the Cash Received field, the fractional shares will be sold for that amount as part of this transaction.

Click Submit and the merger has been entered.