What changed in this filing

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Item 1. Business

2025-02-21 compared with 2024-02-14 · 59 added, 210 removed, 196 unchanged (58% of the section changed)

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Atmus estimates that approximately 14% of Atmus’ net sales in 2024 were generated through first-fit sales to original equipment manufacturers (“OEM”s), where Atmus’ products are installed as components for new vehicles and equipment, and approximately 86% were generated in the aftermarket, where Atmus’ products are installed as replacement or repair parts, leading to a strong recurring revenue base.

Building on Atmus’ 65-year history, Atmus continues to grow and differentiate itself through its global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

Building on Atmus’ more than 65-year history, Atmus continues to grow and differentiate itself through its global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

For the year ended December 31, 2024, Atmus generated $1,669.6 million in Net sales, $185.6 million in Net income and $329.5 million in Adjusted EBITDA.

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Atmus’ Business Strategy

The company has four pillars as part of its strategy to create value for customers and drive profitable growth.

Below are each of the priorities and areas of focus related to each priority.

Grow share in first-fit in core markets

Atmus’ organic first-fit growth opportunities are centered on four pillars:

• Grow market share with leading OEMs.

Atmus benefits from deep relationships with leading OEMs.

Atmus’ technology innovations, global footprint and preferred brand position it well to grow along with the leading OEMs.

As Atmus’ OEM partners continue to grow in share and through consolidation of their respective markets, Atmus will partner with them to grow.

This growth with OEMs in turn increases the installed base for its products, which drives recurring aftermarket revenue .

• Support technology transitions with leading OEMs.

Atmus plans to further build on its relationship with OEMs as they transition to alternate fuel technologies, such as hydrogen-powered internal combustion engines, battery electric vehicles and fuel cell electric vehicles.

Based on currently available technology and Atmus’ assessment of products being developed, Atmus believes that, although battery-electric vehicles may have lower levels of filtration content than internal combustion engine vehicles, other technologies such as hydrogen-powered internal combustion engines or fuel cell electric vehicles may have similar levels of filtration content as internal combustion engine vehicles.

Some of Atmus’ current developments in the zero emissions space include hydrogen water separators, air filtration products,

coolants and deionizing water filters.

Atmus currently has a number of alternative fuel development programs underway with its existing customer base in the zero emissions space.

Atmus is well positioned for the broader transition of technology through its existing relationships with customers .

• Enhanced product content per vehicle.

Atmus has a focus on offering system modules and highly integrated solutions as customers and end-users seek improved filtration performance and quality, which it believes will result in increased first-fit content per vehicle.

Atmus is also extending into smart filtration solutions, including embedded sensors, prediction algorithms and data analytics tools .

• Accelerate new product development.

Atmus is accelerating its new product development cycle by continued investment in advanced system level testing capabilities, leveraging in-house 3D printing capabilities, utilizing powerful simulation tools and applying machine learning tools throughout its product development cycle .

Accelerate profitable growth in the aftermarket

Atmus estimates that aftermarket net sales represented approximately 81% of its total net sales in 2023, and has significant opportunity for further growth through these strategic initiatives :

• Expand Atmus’ product portfolio.

Offering a comprehensive product portfolio provides a ‘one-stop shop’ for Atmus’ customers.

Atmus offers a wide range of products to ensure product coverage and continues to release new products on a yearly basis.

Atmus has launched approximately 300 new products annually, on average, over the last three years.

Atmus has a team dedicated to tracking new filter releases and strategically selecting the type and quantity of products to launch each year to ensure optimal product coverage.

Recent product launch focus has trended towards more targeted and focused product releases .

• Use analytics to target and capture growth opportunities.

Atmus will continue to develop and enhance analytic tools, including using machine learning and artificial intelligence, to identify cross-sell or up-sell opportunities, and new or underserved customers, and precisely estimate the opportunity for additional sales of its Fleetguard-branded products.

Atmus works directly with end-users or through its channel partners to define, track and measure opportunities and conversion rates .

• Expand reach through multi-channel distribution.

It is important that Atmus can reach end-users no matter where they are, or how they choose to purchase Atmus products.

Atmus continues to expand its presence with OEM dealers, independent distributors, service centers and retail outlets .

• Invest in product technology advantage to enhance value and protect revenue.

Where Atmus is the first-fit, it increases customer retention on aftermarket opportunities by using advanced technologies and proprietary product designs that drive improved performance and create preference for its products.

Where Atmus is not the first-fit, it continues to develop products that meet or exceed the first-fit product, supporting its brand position as premium quality and performance, and leading to high customer loyalty .

Transform Atmus’ supply chain

Atmus is focused on transforming its supply chain to improve customer experience, which is expected to drive growth and reduce overall cost, leading to margin enhancement.

Atmus’ strategic initiatives have four pillars :

• Drive services and availability .

Synchronize global planning across the network to focus on on-shelf availability .

• Optimize network .

Invest in its physical footprint to provide superior availability while minimizing material and part movement .

• Transform cost structure .

Optimize supplier management and spend and increase throughput across Atmus’ network of plants and increase automation .

• Invest in capabilities for the future .

Deploy robust processes across the organization from forecasting through customer orders to fulfillment, and invest in critical global systems infrastructure to provide best-in-class functionality .

Expand Atmus’ technology and diversify its distribution channels beyond its core markets

Atmus is focused on building sustainable growth by expanding and diversifying into the industrial filtration market, which includes machinery and equipment, oil and gas, pharmaceuticals, food and beverage and metals and mining.

Atmus believes it can leverage its global footprint and existing technical capabilities, including its proprietary filtration media technology, into these markets to open new opportunities for growth.

Atmus anticipates achieving this by expanding its focus to include non-engine products that it can sell to its current and new customers within its existing markets by utilizing its global footprint.

Atmus is working on developing capabilities, whether organically or through acquisitions or strategic partnerships, to enter new markets with long-term growth prospects which will further diversify its revenue base.

To the extent that Atmus considers acquisitions, it will apply a disciplined financial framework in assessing these opportunities .

Expand into Industrial Filtration Markets

• Build sustainable growth by expanding and diversifying into the industrial filtration market.

• Leverage global footprint and existing technical capabilities to open new opportunities for growth.

• Develop capabilities, whether organically or through acquisitions or strategic partnerships, to enter new markets with long-term growth prospects.

Atmus’ Global Footprint

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Atmus believes that it, together with its joint ventures in China and India, has a leading position in its core markets, based on Net sales in 2024.

Atmus maintains strong global customer relationships, supported by an established salesforce with work locations in 25 countries as of December 31, 2023.

Atmus maintains strong global customer relationships, supported by an established salesforce with work locations in over 25 countries as of December 31, 2024.

Also, as of December 31, 2024, Atmus operates through 11 distribution centers, 10 manufacturing facilities and five technical facilities plus 10 manufacturing facilities and two technical facilities operated by its joint ventures, giving Atmus presence on six continents.

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Atmus’ broad range of products in each of its core markets enables one-stop shopping, which Atmus believes is a key competitive advantage.

Atmus’ Markets

Atmus believes the filtration product market is large and attractive, with estimated total product sales of approximately $80 billion in 2022, of which Atmus believes the total engine products market — consisting of its core markets and the passenger car market — was approximately $32 billion.

Within the total engine products market, Atmus estimates that its core markets had a total addressable market of approximately $14 billion in 2022, having grown by approximately 4% compounded annual growth rate (“CAGR”) over the last five-year period ending in 2022.

Atmus estimates that the passenger car market, which it does not currently and does not expect in the future to focus on, had a total addressable market of approximately $18 billion in 2022.

The balance of the filtration product mar ket is made up of industrial filtration markets, which Atmus estimates had a total addressable market of approximately $48 billion in 2022.

Atmus’ strategy includes a focus on expanding into industrial filtration markets in the future;

these markets have grown by approximately 7% CAGR over the five-year period ending 2022.

We believe that inflation was a significant contributor to market growth during the

five-year period ending 2022.

Looking ahead, excluding inflationary impact, Atmus expects the industrial filtration markets to grow by approximately 4.5% CAGR and its core markets by approximately 2% CAGR, in each case through the five-year period ending in 2027.

The engine filtration market is impacted by the following key drivers and trends:

• Growth in freight volumes (on-highway) and industrial activity (off-highway):

Atmus believes broader economic growth is a strong indicator for its business.

Bureau of Transportation Statistics’ Freight Analysis Framework forecasted (as of November 2023) that between 2023 and 2050 U.S.

freight volume will increase by approximately 50%, and expected that trucks will remain the predominant freight carrier in the near future.

Off-highway activity is correlated with the overall construction industry.

Dodge Construction Network predicted (as of November 2023) that the overall U.S.

construction industry will rise 7% in 2024 after growth slowed to just 1% in 2023.

It is expected that the first half of 2024 will see slower growth compared to the second half of the year.

The Construction Industry Databook expects (as of October 2023) U.S.

construction output to grow at 5.3% CAGR from 2023 to 2027.

• Growth in emerging markets :

Global growth in core markets is being driven by macro-economic expansion, including the build-out of infrastructure.

Asian markets, including India, are currently positioned for high growth.

According to the International Monetary Fund (IMF), from 2018 to 2023, gross domestic product in India has grown at a compounded annual growth rate of 4.0%.

The growth in India is primarily driven by the increasing demand for transportation as well as emission regulations.

The growth in China was depressed in 2022 due to the COVID-19 response and remained constrained in 2023 due to declining economic conditions.

China had experienced high growth in the prior years and Atmus expects a partial recovery over the next few years.

Gross domestic product in China has grown at a compounded annual growth rate of 4.9% from 2018 to 2023 according to the IMF.

• More stringent emissions standards :

Atmus’ core markets will need to comply with more stringent regulatory standards on emissions driving the requirement for higher quality, increased content and higher priced filtration systems.

• Technology transition :

There is broad based recognition that GHG emissions are driving climate change.

Increasingly, Atmus’ customers, governments, and investors are making commitments to reduce their GHG emissions, including pledges to achieve net zero GHG emissions by 2050.

While the pace of adoption will vary by region, Atmus’ core markets may be impacted by technology transitions, including transition to battery-electric vehicles, fuel cell electric vehicles and alternate power sources.

Atmus’ Competitive Strengths

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Atmus’ technical team of approximately 350 engineers, scientists and technical specialists are located in five technical centers around the world, with approximately 25% holding advanced technical degrees.

Atmus’ team draws on a 65-year history focused on

filtration and media technologies.

Atmus has a broad IP portfolio with over 1,275 worldwide active or pending patents and patent applications and over 600 worldwide trademark registrations and applications as of December 31, 2023 .

Atmus’ team draws on a more than 65-year history focused on filtration and media technologies.

Atmus has a broad IP portfolio with over 1,200 worldwide active or

pending patents and patent applications and over 600 worldwide trademark registrations and applications as of December 31, 2024 .

Atmus has leveraged this expertise not only to develop its cutting-edge filters, filter systems and filtration media but also to manufacture a large portion of its proprietary filtration media.

This allows Atmus to move swiftly from development to application of filtration technologies that protect and enhance the operation of its customer’s equipment and machines.

StrataPore, NanoNet, NanoForce, and most recently, NanoNet Plus product families have enabled engines and equipment to meet continually changing emissions and performance requirements .

StrataPore, NanoNet, NanoForce, NanoNet Plus and most recently, NanoNet N3 product families have enabled engines and equipment to meet continually changing emissions and performance requirements .

Atmus’ technical team works closely with Atmus’ customers to develop and apply filtration technologies that help them improve their operations.

For example, Atmus helped a key customer and partner in China to be one of the first to extend maintenance intervals on both lube and fuel filtration systems from 20,000 kilometers to 100,000 kilometers.

Additionally, Atmus’ NanoNet Plus fuel filtration and fluid control systems have delivered fuel system component protection meeting stringent European and North American requirements while still providing enhanced service intervals, and Atmus’ eRCV product families continue to offer crankcase emissions performance control across European, North American, and China-based customers.

Atmus’ technology allows it to deliver performance-enabling and customized filtration solutions for its end-users, which creates long-lasting partnerships with its customers .

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Partnering with leading OEMs

Atmus has a strong history as a supplier to leading OEMs, including Cummins, Daimler, Deere, Doosan, Foton, Komatsu, Paccar/DAF, the Traton Group (Navistar/Scania/MAN), Stellantis and Volvo.

Atmus has a strong history as a supplier to leading OEMs, including Cummins, Daimler, Deere, Doosan, Foton, Komatsu, Paccar/DAF, the Traton Group, Stellantis and Volvo.

Atmus sells both first-fit and aftermarket products to these customers and has been selling to each of them for at least 10 years.

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Atmus’ comprehensive distribution and market coverage are vital to maintaining its broad reach, global presence and brand recognition .

Comprehensive aftermarket coverage and large installed base

Atmus has a large installed base driven by first-fit relationships with leading OEMs, leading to long product life cycles and a strong stable revenue base.

In the last few years Atmus’ business strategy has put increased focus on releasing first-fit OEM parts, which Atmus believes will increase aftermarket retention.

Atmus’ large installed base protects against cyclicality in truck sales and creates a long tail of revenue due to the long lifespans of commercial vehicles and equipment, together with the extensive aftermarket service they require throughout their useful lives.

For example, the LF670 filter was first installed on trucks in the 1970s and continues to generate an aftermarket revenue stream approximately 50 years post launch.

Aftermarket product sales tend to have a higher profit margin, relative to first-fit systems, driving higher operational cash flow and stability throughout the business cycle .

Atmus’ end-user relationships provide critical market intelligence that help drive up-sell and cross-sell opportunities, while providing Atmus direct visibility to market opportunities.

Additionally, these end-user relationships enable Atmus to accelerate the launch of a broad range of products where it is not the first-fit .

Scalable global manufacturing operations

Atmus maintains a global manufacturing footprint with highly capable manufacturing facilities in six continents.

As of December 31, 2023, Atmus had 10 manufacturing sites for Atmus, and 10 for its joint ventures, allowing it to maintain proximity with its customers and global scale.

All of Atmus’ manufacturing facilities that are currently in production have obtained either ISO 9001 or ISO/TS 16949 quality management certifications.

Additionally, Atmus’ global warehousing footprint enhances this proximity with 11 distribution centers (as of December 31, 2023) strategically located around the world .

Atmus’ significant volumes allow Atmus to take advantage of economies of scale.

Atmus has invested strategically in automation and optimization of core filtration manufacturing processes to deliver cost efficiencies .

Attractive margins and strong operating cash flow generation

Atmus’ business benefits from attractive margins and a track record of strong cash flow generation.

Atmus’ high percentage of recurring revenue, relative to other industrial businesses, helps mitigate market cyclicality and revenue volatility.

Atmus realized a net income margin of 10.5% and an Adjusted EBITDA margin of 18.6% in 2023.

Atmus’ business is resilient, which is evidenced by the fact that, despite the changes in economic conditions due to the COVID-19 pandemic, Atmus’ net sales rebounded with a 16.7% increase in 2021 (as compared to 2020), increased by 8.6% in 2022 (as compared to 2021) and increased by 4.2% in 2023 (as compared to 2022).

Atmus generates strong operating cash flow from operations with high cash flow conversion, delivering $564.6 million from 2021 through 2023 .

Experienced leadership team with a proven track record of driving growth

Atmus is led by an energized and experienced senior leadership team with extensive industry experience with Cummins and other leading industrial companies.

Atmus’ strategic vision and culture are directed by its executive leadership team under the leadership of its Chief Executive Officer, Stephanie J.

Disher, its Chief Financial Officer, Jack Kienzler, its Chief People Officer, Renee Swan, its Chief Legal Officer, Toni Y.

Hickey and its Vice President, Engine Products, Charles Masters.

Atmus’ strategic vision and culture are directed by its executive leadership team under the leadership of its Chief Executive Officer and President, Stephanie J.

Disher, its Senior Vice President, Chief Financial Officer and Chief Accounting Officer, Jack M.

Kienzler, its Senior Vice President and Chief People Officer, Renee M.

Swan and its Senior Vice President and President, Power Solutions, Charles E.

Disher joined Cummins in 2013 and has over 20 years of experience in leadership positions, including international assignments in Australia, Asia, and the United States.

Most recently, Stephanie J.

Disher served as Vice President of Cummins Filtration where she has demonstrated a continued track record of strong business performance, innovation and operational excellence.

Jack Kienzler joined Cummins in 2014 and has over 14 years of finance experience.

Disher served as Vice President, Cummins and President, Cummins Filtration where she has demonstrated a continued track record of strong business performance, innovation and operational excellence.

Kienzler joined Cummins in 2014 and has over 15 years of finance experience.

He most recently served as the Executive Director of Investor Relations at Cummins, having formerly led the Corporate Development team.

Renee Swan joined Atmus in August 2023 and has over 20 years of experience in human resources and talent management.

Hickey joined Cummins in 2012 and has over 24 years of experience as an intellectual property lawyer.

Charles Masters joined Cummins in 2003 and has over 20 years of experience in global sales and operational leadership roles within Cummins.

Swan joined Atmus in August 2023 and has over 20 years of experience in human resources and talent management.

Masters joined Cummins in 2003 and has over 20 years of experience in global sales and operational leadership roles within Cummins.

Atmus’ leadership team has the ability to develop and execute its strategic vision and aims to create long-term shareholder value.

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Additionally, members of Atmus’ senior leadership team have strong experience executing and integrating acquisitions and strategic partnerships to drive accelerated growth and improved profitability .

Atmus’ business was founded in 1958, beginning with a single filter production line developed by Cummins Engine Company in Seymour, Indiana to meet the high performance requirements of Cummins diesel engines.

As early as 1963, Cummins initiated the Fleetguard brand, which is a well-recognized brand in Atmus’ core markets.

In 1987, the India Fleetguard joint venture was established and in 1994 a joint venture in China was formed as Cummins continued to enter emerging markets.

In 2006, Atmus’ wholly owned subsidiary China Filtration was established, and in 2010, the Korea media facility was opened.

In 2016, an India technology facility was opened and Atmus moved to a new corporate headquarters in Nashville.

The performance of the end-to-end supply chain, extending through to Atmus’ suppliers, is foundational to its ability to meet customers’ expectations and support long-term growth.

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For the items Atmus decides to purchase externally, the strategies also identify the suppliers it should partner with long-term to provide the best technology, the lowest total cost and highest supply chain performance.

Key suppliers are

managed through long-term supply agreements that secure capacity, delivery, quality and ensure cost requirements are met over an extended period .

Key suppliers are managed through long-term supply agreements that secure capacity, delivery, quality and ensure cost requirements are met over an extended period .

Other important elements of Atmus’ sourcing strategy include :

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The principal materials that Atmus uses directly in manufacturing its products are steel, filter media and petrochemical-based products, including plastic, rubber and adhesives products.

Atmus expects these materials to be available from numerous sources in quantities sufficient to meet our requirements.

In 2024, material costs represented approximately 61% of Atmus’ cost of sales, compared to 57% of Atmus’ cost of sales in 2023 .

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Atmus has thousands of customers around the world and has developed long-standing business relationships with many of them.

Cummins is Atmus’ largest customer, accounting for approximately 17% of Atmus’ net sales in 2023 and 19% in 2022 and 2021, respectively.

Cummins is Atmus’ largest customer, accounting for approximately 17.6% of Atmus’ net sales in 2024, 17.4% in 2023 and 19.3% in 2022, respectively.

In connection with the Separation, Atmus entered into a first-fit supply agreement and an aftermarket supply agreement with Cummins for Atmus’ first-fit and aftermarket products.

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In addition to the agreement Atmus entered into with Cummins, Atmus has long-term agreements with many of its largest customers.

Collectively, Atmus’ net sales from its next four top customers, other than Cummins, was approximately 39% of Atmus’ net sales in 2023, 39% in 2022 and 37% in 2021.

Collectively, Atmus’ net sales from its next four top customers, other than Cummins, was approximately 40% of Atmus’ net sales in 2024 and approximately 39% in 2023 and 2022, respectively.

Excluding Cummins, two other customers, PACCAR and the Traton Group, accounted for more than 10% of Atmus’ net sales in 2024.

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Atmus protects its innovations that arise from research and development through patent filings, as well as through trade secrets.

Although these patents, trademarks and trade secrets are generally considered beneficial to Atmus’ operations, Atmus does not believe any patent, group of patents, trademark or trade secret is solely responsible for protecting its products .

Research and Development

Although these patents, trademarks and trade secrets are generally considered beneficial

to Atmus’ operations, Atmus does not believe any patent, group of patents, trademark or trade secret is solely responsible for protecting its products .

Research, Development and Engineering

In 2024, Atmus continued to invest in future critical technologies and products.

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In addition to building on its core technologies, Atmus is making investments in filtration and separation technologies required and used by electric powered vehicles, hydrogen production and other industrial systems .

Atmus’ research and development programs are focused on product improvements, product extensions, innovations and cost reductions for its customers.

Research and development expenditures include salaries, contractor fees, building costs, utilities, testing, technical IT, administrative expenses and allocation of corporate costs and are expensed when incurred.

Research and development expenses were $42.3 million, $38.5 million, and $41.6 million for the years ended December 31, 2023, 2022 and 2021, respectively .

While individual product lines may experience modest seasonal variation in production, there is no material effect on the demand for the majority of Atmus’ products on a quarterly basis .

Atmus’ research, development and engineering programs are focused on product improvements, product extensions, innovations and cost reductions for its customers.

Research, development and engineering expenditures include salaries, contractor fees, building costs, utilities, testing, technical IT, administrative expenses and allocation of corporate costs and are expensed when incurred.

Research, development and engineering expenses were $40.6 million, $42.5 million, and $38.6 million for the years ended December 31, 2024, 2023 and 2022, respectively .

Many of the Company’s end markets are generally stronger in the first half of the Company’s fiscal year.

In addition, the second half of the fiscal year contains more holiday periods, which typically includes more customer closures.

Also, individual product lines may experience modest seasonal variation in production, this does not, however, have material impact on demand on a quarterly basis.

Atmus is a leading global participant in the filtration engine products markets.

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Among these collective bargaining agreements, those for the employees in Mexico, Brazil and France are renewed annually after compensation negotiations, while the collective bargaining agreement for the Cookeville, Tennessee plant typically has a four- to five-year term.

The collective bargaining agreement for Brazil is in place and active and the compensation negotiations for a new annual term on the collective bargaining agreements for Mexico and France were recently concluded.

Collective bargaining for Brazil Annual Profit Sharing will take place on February 19, 2025.

Annual term collective bargaining for Mexico and France were recently successfully completed.

These collective bargaining agreements have terms that will expire between December 2025 and February 2026.

The collective bargaining agreement for the Cookeville, Tennessee plant is expiring at the end of its four year term on February 29, 2024 and negotiations for its renewal started in January 2024 .

Throughout Atmus’ 65-year history, Atmus has always recognized that people are the strength of its business and drive its ability to effectively serve its customers and sustain its competitive position.

Contract negotiations at the Cookeville, Tennessee plant took place in February of 2024 resulting in a new four year contract that will expire at the end of its four year term on February 29, 2028.

Throughout Atmus’ more than 65-year history, Atmus has always recognized that people are the strength of its business and drive its ability to effectively serve its customers and sustain its competitive position.

Atmus believes that the composition of its workforce gives it advantages relating to cost and capability when compared to its peers.

The global COVID-19 pandemic redefined the way Atmus has traditionally worked and created both new expectations by employees, as well as new ways to work flexibly and seamlessly on a global basis.

Atmus is embracing these opportunities as Atmus simplifies its organizational structures and processes, further

empowers managers and employees to make decisions and generate positive results, increases employee communication and interaction with senior leadership and enhances a work environment that is inclusive, transparent, agile and team-oriented .

is embracing these opportunities as Atmus simplifies its organizational structures and processes, further empowers managers and employees to make decisions and generate positive results, increases employee communication and interaction with senior leadership and enhances a work environment that is inclusive, transparent, agile and team-oriented .

Purpose and Core Values

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Atmus’ products protect its customers, their equipment and their livelihoods.

Atmus protects what’s important to its people, the planet, and its customers .

Atmus protects What is important to its people, the planet, and its customers .

Atmus’ culture is shaped by its core values:

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In addition, all employees also participate in annual variable compensation plans that encourage collaboration in the achievement of overall business results .

Atmus’ benefit programs are aligned with Atmus’ values, target market competitiveness and offer flexibility to meet individual needs.

Medical benefits include tiered health care costs that are more affordable to junior employees.

Also included in Atmus’ offerings are employee assistance programs, vacation time, retirement and savings plans and a variety of paid and unpaid time-off options that seek to address personal needs and important life-events .

Atmus’ benefit programs are aligned with Atmus’ values, including health insurance, retirement plans and wellness programs.

medical benefits include a tiered cost-sharing structure based on salary.

This is in place to make healthcare more affordable for lower income employees and helps to attract and retain talent across the organization.

Employee Safety and Wellness

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Using leading indicators of performance, Atmus recognizes the contribution of individuals and teams to reinforce safe work behaviors in the workplace, homes and communities .

Diversity and Inclusion

Diversity and inclusion at all levels of Atmus are critical to its ability to innovate, win in the marketplace and create sustainable success.

Having diverse and inclusive workplaces allows Atmus to attract and retain the best employees to deliver results for its shareholders.

Building on a long history that has emphasized diversity and inclusion, Atmus will continue to seek opportunities and invest in processes that attract, develop and retain diverse talent, globally.

Inclusion and Diversity

Inclusion and diversity at all levels of Atmus are critical to its ability to innovate, win in the marketplace and create sustainable success.

Having inclusive and diverse workplaces allows Atmus to attract and retain the best employees to deliver results for its shareholders.

Building on a long history that has emphasized inclusion and diversity, Atmus will continue to seek opportunities and invest in processes that attract, develop and retain diverse talent, globally.

Atmus will measure outcomes and ensure that all employees can benefit from being a part of Atmus.

This starts by assuring that the leadership of Atmus is diverse.

At this time, five out of Atmus’ 11 directors are female and four out of its 11 directors are ethnically diverse.

This starts by ensuring that the leadership of Atmus is diverse.

At this time, three out of Atmus’ seven directors are female, including its Chief Executive Officer, and two out of its seven directors are ethnically diverse.

In addition, 38% of Atmus’ executive team is female, including its Chief Executive Officer, and 13% is ethnically diverse.

Environmental Sustainability

Atmus is committed to ‘ Creating a better future by protecting what is important .’ Atmus believes environmental sustainability is central to what it does and it is dedicated to serving as an environmental steward to proactively enable a cleaner and more sustainable world for its employees, its customers and its communities .

Sustainability is a continuous journey.

As part of its journey, Atmus has embedded environmental initiatives across Atmus through its policies and procedures.

Atmus establishes annual goals that focus on protecting employees while continuously reducing environmental impacts through pollution prevention, energy efficiency improvements and conservation, and water minimization .

From Atmus’ product portfolio choices to its production development processes, Atmus’ focus is on enabling a cleaner and more sustainable world.

For Atmus’ customers and end-users, Atmus continues to deliver technology solutions that enable the adoption of cleaner and more efficient energy sources in their operations.

Further, Atmus’ approach to product design enables customers and end-users to extend service intervals thereby reducing resource consumption and GHG emissions.

In Atmus’ product development processes, Atmus’ intent is to select design and production strategies that enable energy conservation.

This includes initiatives to reduce raw material and energy consumption, such as the selection of recycled materials in Atmus’ media and the use of specialized media in some of Atmus’ products to eliminate the need for curing ovens .

Atmus’ operations and facility management programs consistently look for opportunities to reduce Atmus’ impact.

Atmus also voluntarily executes global environmental sustainability initiatives, including :

• Implementing green energy alternatives, including installing solar panels at its San Luis Potosi, Mexico plant and other manufacturing sites .

• Monitoring water consumption at its sites, setting reduction goals, and implementing water sustainability alternatives, including a rainwater harvest program for its desert garden at its San Luis Potosi plant to reduce water use .

• Implementing energy efficiency improvements at its facilities, including boilers in its Cookeville, TN plant, energy efficient air handling upgrades to its plant in Neillsville, WI and the installation of high efficiency LED lighting throughout Atmus’ site in Kilsyth, Australia .

During 2023, Atmus formally engaged its stakeholders, with the assistance of a third-party sustainability consultant, and completed a double materiality assessment.

This assessment is a rigorous, industry-aligned process designed to evaluate and prioritize Environmental, Social and Governance topics based on stakeholders’ own goals and objectives both in terms of its implications for the company's financial value, as well as the company's impact on the world at large.

Atmus is reviewing and considering these results as Atmus further refines its sustainability goals and targets .

Joint Ventures

Atmus has entered into three joint ventures with business partners, two in India, and one in China.

Atmus’ joint ventures operate either manufacturing facilities or manufacturing and technology centers .

Atmus’ manufacturing joint ventures are primarily intended to allow Atmus to increase its market penetration in geographic regions, reduce capital spending, streamline its supply chain management and develop technologies.

Atmus’ largest manufacturing joint ventures are based in China and India, and are included in the list below.

The results and investments in Atmus’ joint ventures in which Atmus has 50% or less ownership interest that are discussed below are not consolidated in its financial results and are instead included in “Equity, royalty and interest income from investees” and “Investments and advances related to equity method investees” in its Consolidated Statements of Net Income and Consolidated Balance Sheets, respectively .

• Fleetguard Filters Private Ltd.

(FFPL) is a joint venture with its partner, Perfect Sealing Systems Private Ltd., that manufactures and sells industrial filters and coolant for commercial vehicles and generators and operates seven manufacturing facilities throughout India.

Atmus directly held 49.491% of the economic interest and 50% of the voting interest during the three-year period ended December 31, 2023.

We previously disclosed that the transactions to implement our initial public offering, the separation and the splitoff would constitute a change in control under the governing documents of FFPL, resulting in the loss of rights to board representation which would effectively result in the loss of the ability to prevent certain significant actions and could result in a reduction or elimination of dividends.

Subsequent to the initial public offering, based on mutual commercial agreement between the parties, FFPL and the joint venture partners have amended the FPPL Articles of Association to, among other matters, eliminate the change in control provision and revise certain economic provisions.

• Filtrum Fibretechnologies Pvt.

(Filtrum) is a joint venture with its joint venture partner, FFPL, and four other individuals (who collectively hold an approximate 25% interest), that manufactures filter media for automotive and industrial applications, and is located in Pune, India.

Atmus held a 49.75% economic interest (25% directly and 24.75% indirectly through its proportionate ownership of FFPL’s 50% ownership interest) during the three-year period ended December 31, 2023.

• Shanghai Fleetguard Filter Co, Ltd.

(SFG) is a joint venture with its partner, Dongfeng Electronic Technology Co.

Ltd., that manufactures and distributes various filter and filter spare parts and operates three manufacturing facilities throughout China.

Atmus held a 50% indirect ownership share during the three-year period ended December 31, 2023.

Atmus’ joint venture facilities are as follows:

Manufacturing

Wuhan (206,000 square feet), owned

Shiyan (47,000 square feet), owned

Dharwad (157,000 square feet), owned

Hosur (90,000 square feet), owned

Jamshedpur (26,500 square feet), owned, (21,000 square feet), leased

Sitarganj (87,500 square feet), owned

Loni (173,000 square feet), leased

Wadki (63,000 square feet), leased

Manufacturing and technology

Shanghai (148,000 square feet), leased

Nandur (97,000 square feet), owned, (33,000 square feet), leased

Financial information about Atmus’ investments in joint ventures and alliances is incorporated by reference from Note 5, Investments in Equity Investees , to Atmus’ historical consolidated financial statements.

Atmus will continue to evaluate joint venture and partnership opportunities in order to penetrate new markets, develop new products and generate manufacturing and operational efficiencies.

Regulatory Matters

2 unchanged sentences

For a description of risks related to the regulations that Atmus is subject to, please refer to the section entitled “ Risks Related to Government Regulation .”

Legal Proceedings

Atmus is, from time to time, subject to a variety of litigation and other legal and regulatory proceedings and claims incidental to Atmus.

Please refer to Note 14, Commitments and Contingencies , to the consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K for more information.

Available Information

4 unchanged sentences

The following table sets forth information, as of February 21, 2025, regarding the individuals who serve as Atmus’ executive officers, followed by a biography of each executive officer.

Name Age Position

48 Chief Executive Officer

Jack Kienzler 38 Chief Financial Officer

Renee Swan 43 Chief People Officer

Charles Masters

51 Vice President, Engine Products

50 Chief Legal Officer and Corporate Secretary

Disher currently serves as Atmus’ Chief Executive Officer.

Disher previously served as Vice President of Cummins Filtration Inc.

Name Age Positions

49 Chief Executive Officer and President

39 Senior Vice President, Chief Financial Officer and Chief Accounting Officer

44 Senior Vice President and Chief People Officer

52 Senior Vice President and President, Power Solutions

Disher currently serves as Atmus’ Chief Executive Officer and President.

Disher previously served as Vice President, Cummins and President, Cummins Filtration.

Prior to that role, Ms.

1 unchanged sentence

Disher holds a bachelor’s degree in Commerce from the University of Western Sydney and a Master of Business Administration from the University of Melbourne .

Jack Kienzler currently serves as Atmus’ Chief Financial Officer.

Kienzler currently serves as Atmus’ Senior Vice President, Chief Financial Officer and Chief Accounting Officer.

Kienzler previously oversaw the financial activities of Cummins Filtration Inc.

2 unchanged sentences

Kienzler holds a Bachelor of Science in Finance and Accounting from Indiana University and a Master of Business Administration from the Indiana University Kelley School of Business .

Renee Swan currently serves as Atmus’ Chief People Officer.

Swan currently serves as Atmus’ Senior Vice President and Chief People Officer.

Swan previously served as Vice President of Human Resources for the communication systems segment of L3Harris Technologies, Inc.

1 unchanged sentence

Swan has a Master of Professional Studies in Human Resource Management from Cornell University, a Master of Business Administration degree from Point Park University and a Bachelor's in Communications from the University of Pittsburgh .

Charles Masters currently serves as Atmus’ Vice President, Engine Products and previously served as Executive Director of Global Sales and Marketing of Cummins Filtration Inc.

Masters currently serves as Atmus’ Senior Vice President and President, Power Solutions and previously served as Executive Director of Global Sales and Marketing of Cummins Filtration Inc.

Prior to that role, Mr.

1 unchanged sentence

Masters holds a Bachelor of Commerce from the University of Alberta and a Master of Business Administration from Harvard Business School .

Hickey currently serves as Atmus’ Chief Legal Officer and Corporate Secretary.

Hickey previously served as General Counsel of Cummins Filtration Inc., after serving as Deputy General Counsel and Chief Intellectual Property Counsel for Cummins from May 2015 to August 2021.

Hickey has a Bachelor of Science in Finance and Accounting from the University of Colorado — Boulder, and a Juris Doctorate from Southern Methodist University School of Law .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business