What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-02 · 209 added, 106 removed, 603 unchanged (34% of the section changed)

5 unchanged sentences

dollars, except per share data)

For the Three Months Ended

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

NET SALES (a)

18 unchanged sentences

Diluted earnings per share $ 0.72 $ 0.67 $ 1.26 $ 1.22

(a) Includes sales to related parties of $ 13.7 million for the three months ended March 31, 2025, compared with $ 82.3 million for the three months ended March 31, 2024.

(a) Includes sales to related parties of $ 14.8 million and $ 28.5 million for the three and six months ended June 30, 2025, respectively, compared with $ 17.4 million and $ 99.7 million for the three and six months ended June 30, 2024, respectively.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions of U.S.

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

NET INCOME $ 59.9 $ 56.2 $ 104.6 $ 101.7

1 unchanged sentence

Foreign currency translation adjustments 13.1 ( 4.0 ) 18.1 ( 10.8 )

Unrealized loss on derivatives ( 0.4 ) — ( 0.4 ) —

Total other comprehensive income (loss), net of tax 12.7 ( 4.0 ) 17.7 ( 10.8 )

28 unchanged sentences

Commitments and contingencies (Note 10)

Common stock, $ 0.0001 par value ( 2,000,000,000 shares authorized, 83,457,896 and 83,403,813 shares issued at March 31, 2025 and December 31, 2024, respectively)

Common stock, $ 0.0001 par value ( 2,000,000,000 shares authorized, 82,159,427 and 83,403,813 shares issued at June 30, 2025 and December 31, 2024, respectively)

Additional paid-in capital 67.2 61.9

1 unchanged sentence

Accumulated other comprehensive loss ( 61.3 ) ( 79.0 )

Treasury stock, at cost ( 793,971 shares at March 31, 2025 and 537,643 at December 31, 2024)

Treasury stock, at cost ( 1,321,666 shares at June 30, 2025 and 537,643 at December 31, 2024)

( 50.4 ) ( 20.0 )

6 unchanged sentences

(in millions of U.S.

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

14 unchanged sentences

Other, net 7.4 ( 8.6 )

Net cash provided by (used in) operating activities 28.7 ( 8.2 )

Net cash provided by operating activities 73.1 14.7

CASH USED IN INVESTING ACTIVITIES

7 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 3.7 —

Net increase in cash and cash equivalents ( 1.0 ) ( 18.8 )

Net increase (decrease) in cash and cash equivalents 6.5 ( 7.5 )

Cash and cash equivalents at beginning of period 184.3 168.0

8 unchanged sentences

Loss Treasury Stock Total Equity

Three Months Ended March 31, 2025

Balances at January 01, 2025 $ — $ 61.9 $ 264.5 $ ( 79.0 ) $ ( 20.0 ) $ 227.4

Three Months Ended June 30, 2025

Balances at April 01, 2025 $ — $ 64.2 $ 305.1 $ ( 74.0 ) $ ( 30.0 ) $ 265.3

Net income — — 59.9 — — 59.9

4 unchanged sentences

— — ( 4.2 ) — — ( 4.2 )

Balances at March 31, 2025 $ — $ 64.2 $ 305.1 $ ( 74.0 ) $ ( 30.0 ) $ 265.3

Three Months Ended March 31, 2024

Balances at June 30, 2025 $ — $ 67.2 $ 360.8 $ ( 61.3 ) $ ( 50.4 ) $ 316.3

Six Months Ended June 30, 2025

Balances at January 01, 2025 $ — $ 61.9 $ 264.5 $ ( 79.0 ) $ ( 20.0 ) $ 227.4

2 unchanged sentences

Share-based awards — 5.3 — — — 5.3

Balances at March 31, 2024 $ — $ 52.1 $ 132.7 $ ( 63.0 ) $ — $ 121.8

Common stock repurchased — — — — ( 30.4 ) ( 30.4 )

Cash dividends declared ($ 0.10 per share)

— — ( 8.3 ) — — ( 8.3 )

Balances at June 30, 2025 $ — $ 67.2 $ 360.8 $ ( 61.3 ) $ ( 50.4 ) $ 316.3

Three Months Ended June 30, 2024

Balances at April 01, 2024 $ — $ 52.1 $ 132.7 $ ( 63.0 ) $ — $ 121.8

Net income — — 56.2 — — 56.2

Other comprehensive loss, net of tax — — — ( 4.0 ) — ( 4.0 )

Share-based awards — 4.1 — — — 4.1

Balances at June 30, 2024 $ — $ 56.2 $ 188.9 $ ( 67.0 ) $ — $ 178.1

Six Months Ended June 30, 2024

Balances at January 01, 2024 $ — $ 49.7 $ 87.2 $ ( 56.2 ) $ — $ 80.7

Net income — — 101.7 — — 101.7

Other comprehensive loss, net of tax — — — ( 10.8 ) — ( 10.8 )

Share-based awards — 6.5 — — — 6.5

Balances at June 30, 2024 $ — $ 56.2 $ 188.9 $ ( 67.0 ) $ — $ 178.1

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

60 unchanged sentences

Post IPO, Atmus filed a consolidated Federal income tax return and returns in certain other jurisdictions with Cummins.

Post IPO, Retained earnings began to accumulate and the balance reflected on the Condensed Consolidated Balance Sheets reflects earnings for the period May 26, 2023 through March 31, 2025.

Post IPO, Retained earnings began to accumulate and the balance reflected on the Condensed Consolidated Balance Sheets reflects earnings for the period May 26, 2023 through June 30, 2025.

Periods Post Full Separation

Following Full Separation, Cummins will continue to provide certain services to Atmus under the transition services agreement.

The transition services agreement relates primarily to administrative services, which are generally to be provided through August 2025.

Atmus will continue to pay Cummins mutually agreed upon fees for these services.

Following Full Separation, Cummins has continued and will continue to provide certain services to Atmus under the transition services agreement.

The transition services agreement relates primarily to administrative services, which are generally to be provided through September 2025.

Atmus has continued and will continue to pay Cummins mutually agreed upon fees for these services.

Post Full Separation, Cummins is no longer considered a related party and activity post March 18, 2024, between Atmus and Cummins has been treated as arm’s-length transactions.

29 unchanged sentences

Net sales attributed to geographic areas were based on the location of the customer.

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

4 unchanged sentences

The table below presents Atmus’ combined sales by product category:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

6 unchanged sentences

Equity, royalty and interest income from investees, net of applicable taxes, was as follows:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

Fleetguard Filters Pvt.

$ 4.2 $ 4.6 $ 10.5 $ 12.2

Shanghai Fleetguard Filter Co.

Ltd 1.7 1.9 2.9 3.0

Filtrum Fibretechnologies Pvt.

Ltd 0.1 0.1 0.2 0.2

Atmus share of net income 6.0 6.6 13.6 15.4

2 unchanged sentences

In connection with the Separation, the Company entered into a tax matters agreement with Cummins that, among other things, formalized our agreement related to the responsibility for historical tax positions for the period prior to the IPO for jurisdictions where our business was included in the consolidated or combined tax returns of Cummins.

Atmus’ effective tax rate for the three months ended March 31, 2025 , was 21.3 %.

A tmus’ effective tax rate for the three months ended March 31, 2024 , was 22.0 % .

The decrease in the effective tax rate was driven by a change in the mix of earnings among tax jurisdictions.

Atmus’ effective tax rate for the three and six months ended June 30, 2025 , was 21.9 % and 21.6 %, respectively.

A tmus’ effective tax rate for the three and six months ended June 30, 2024 , was 21.8 % and 21.9 %, respectively .

The variance in the effective tax rate is driven by a change in the mix of earnings among tax jurisdictions and discrete tax items.

The Company’s effective tax rate differs from the U.S.

3 unchanged sentences

The Company has assessed this legislation and the Pillar Two provisions do not have a material impact on the Company’s tax expense.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cut and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

Inventories are stated at the lower of cost or net realizable value.

9 unchanged sentences

A tabular reconciliation of the product warranty liability, including accrued product campaigns, was as follows:

For the Three Months Ended March 31,

For the Six Months Ended June 30,

(in millions)

19 unchanged sentences

dollar-denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”) (which includes a 0.10 percent credit spread adjustment to SOFR) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on Atmus’ net leverage ratio.

As of March 31, 2025, $ 588.8 million has been drawn on the term loan and no amount was drawn on the revolving credit facility.

As of June 30, 2025, $ 585.0 million has been drawn on the term loan and no amount was drawn on the revolving credit facility.

The revolving credit facility includes an allowance of up to $ 50.0 million for outstanding letters of credit drawn under the facility that reduces the availability of funds.

As of March 31, 2025, no letters of credit were outstanding.

These amounts are included within Long-term debt and Current maturities of long-term debt on the Balance Sheet.

As of March 31, 2025, Atmus’ fair value of Long-term debt was approximately $ 588.8 million, which was derived from Level 2 input measures.

Our credit lines available as of March 31, 2025 and December 31, 2024 include:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025, no letters of credit were outstanding.

These amounts are included within Long-term debt and Current maturities of long-term debt on the Condensed Consolidated Balance Sheets.

As of June 30, 2025, Atmus’ fair value of Long-term debt was approximately $ 585.0 million, which was derived from Level 2 input measures.

Our credit lines available as of June 30, 2025 and December 31, 2024 include:

As of June 30, 2025 As of December 31, 2024

Facility Amount Borrowed Amount Facility Amount Borrowed Amount

8 unchanged sentences

The Credit Agreement includes financial covenants that Atmus maintain certain net leverage, secured net leverage and interest coverage ratios.

At March 31, 2025, Atmus was in compliance with all financial covenants under the Credit Agreement.

At June 30, 2025, Atmus was in compliance with all financial covenants under the Credit Agreement.

The Credit Agreement also contains customary representations, events of default and covenants, including restrictions on the level of borrowing.

14 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE LOSS

Following are the changes in Accumulated other comprehensive (loss) income by component for the three months ended March 31, 2025 and March 31, 2024 :

For the Three Months Ended March 31,

Following are the changes in Accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2025 and June 30, 2024 :

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

8 unchanged sentences

Balance at end of period 0.4 ( 0.1 ) 0.4 ( 0.1 )

Unrealized loss on derivatives:

Balance at beginning of period $ — $ — $ — $ —

Unrealized loss during period ( 0.4 ) — ( 0.4 ) —

Other comprehensive loss, net ( 0.4 ) — ( 0.4 ) —

Balance at end of period ( 0.4 ) — ( 0.4 ) —

Accumulated other comprehensive loss:

7 unchanged sentences

Since inception of the program, the Company repurchased approximately 1.3 million shares of Common stock at an average cost of $ 37.89 per share, or an aggregate cost of approximately $ 50.4 million.

During the three months ended March 31, 2025, the Company repurchased approximately 0.3 million shares of Common stock at an average cost of $ 39.03 per share, or an aggregate cost of approximately $ 10.0 million, all of which was paid during the period.

During the six months ended June 30, 2025, the Company repurchased approximately 0.8 million shares of Common stock at an average cost of $ 38.34 per share, or an aggregate cost of approximately $ 30.4 million, all of which was paid during the period except for approximately $ 0.3 million settled in July 2025.

All share repurchases were funded through available cash on hand.

As of March 31, 2025, the Company had approximately $ 120.0 million in remaining share repurchase capacity.

As of June 30, 2025, the Company had approximately $ 99.6 million in remaining share repurchase capacity.

RELATIONSHIP WITH RELATED PARTIES

15 unchanged sentences

Basic and diluted EPS were calculated as follows:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(in millions, except per share data)

6 unchanged sentences

SEGMENT REPORTING

We operate our business as one operating segment and also one reportable segment.

We operate our business as one operating segment and one reportable segment.

The profit or loss measure used by the chief operating decision maker is net income that is reported on the income statement as consolidated net income.

All expense categories reported within the consolidated income statement are significant expenses.

The measure of business assets is reported on the balance sheet as total consolidated assets.

Business assets are listed as total consolidated assets on the balance sheet.

SUPPLEMENTAL BALANCE SHEET DATA

28 unchanged sentences

The discussion and analysis presented below refers to and should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

The following is our discussion and analysis of changes in our financial condition and results of operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 .

The following is our discussion and analysis of changes in our financial condition and results of operations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 .

Cautionary Note Regarding Forward-Looking Statements

45 unchanged sentences

• Substantially all Atmus assets pledged as security for its term loan and revolving credit facility.

Additional information about these future factors and the material factors or assumptions underlying such forward-looking statements may be found under the section entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 and the section entitled Risk Factors in this Quarterly Report on Form 10-Q.

Additional information about these future factors and the material factors or assumptions underlying such forward-looking statements may be found under the section entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as such factors may be updated from time to time in Atmus’ periodic filings with the Securities and Exchange Commission.

It is not possible to predict or identify all such factors, and the risks described above should not be considered a complete statement of all potential risks and uncertainties.

8 unchanged sentences

Building on our more than 65-year history, we continue to grow and differentiate ourselves through our global footprint, comprehensive offering of premium products, technology leadership and multi-channel path to market.

The United States has recently announced changes to U.S.

During the first half of 2025, the United States announced changes to U.S.

trade policy, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements.

For example, on April 2, 2025, the United States announced a new universal baseline tariff of 10%, plus an additional country-specific tariff for select trading partners, most notably, a 145% tariff on substantially all products of Chinese origin, on all U.S.

These actions, and retaliatory tariffs imposed by other countries on U.S.

The United States also indicated that tariffs may change and that additional measures are under consideration to be introduced.

These tariff and tariff-related measures include potential impacts to the industry in which we operate and the commodities to which our products are exposed.

These actions, along with corresponding retaliatory tariffs imposed by other countries on U.S.

exports, have led to significant volatility and uncertainty in global demand in both aftermarket and first-fit.

We are continuing to evaluate demand for our products in affected markets, along with these developments, and our ability to offset a portion of these costs to mitigate the impact on our business, consolidated results of operations, and financial condition.

For more information, see Item 1A, Risk Factors.

In response to these developments, we mitigated the cost impact on our business by employing any exemptions for which we were eligible, such as compliance under the United States-Mexico-Canada Agreement (“USMCA”), adjustment to our supply chain, and select price adjustments.

We will continue to evaluate opportunities to offset these costs and mitigate the impact on our business, consolidated results of operations and financial condition.

Given the uncertainties, it is difficult to estimate the evolving tariff and policy landscape which may have a material impact on our profitability going forward.

Separation from Cummins

4 unchanged sentences

On May 30, 2023, the IPO was completed through Cummins’ exchange of 16,243,070 shares of our common stock, including the underwriters’ full exercise of their option to purchase an additional 2,118,661 shares to cover over-allotments.

None of the proceeds of the IPO were for the benefit of Atmus.

None of the proceeds of the IPO were for the benefit of

As of the closing of the IPO, Cummins owned approximately 80.5% of the outstanding shares of our common stock.

1 unchanged sentence

Borrowings under the Credit Agreement did not become available until the IPO occurred.

completion of the IPO, we borrowed $650 million, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

Upon completion of the IPO, we borrowed $650 million, consisting of proceeds of the term loan and amounts drawn under the revolving credit facility, and paid such amounts to Cummins in partial consideration for the Separation.

In connection with the Separation, we entered into various agreements with Cummins, including a separation agreement.

17 unchanged sentences

Market demand

Aftermarket and first-fit demand continued to soften in the first three months of 2025 reflecting depressed market conditions across many of our key markets.

These market conditions reflect the general economic uncertainties attributable to the recent U.S.

government tariff announcement and the retaliatory measures of certain other countries.

Aftermarket demand remained soft in the first six months of 2025.

We continue to be in a period of slow growth in global aftermarkets, and this trend is expected to continue through the second half of 2025.

First-fit experienced reduced demand in the first six months of 2025 reflecting depressed market conditions.

First-fit demand is expected to remain at reduced levels through the second half of 2025 based on overall market cyclicality.

Global supply chain

While overall supply chain conditions continue to affect inventory and backlog levels, they have largely stabilized with minimal disruptions now being experienced and backorders largely recovered.

Our management team continues to monitor and evaluate all of these factors and the related impacts on our business and operations, and we are diligently working to continue to minimize any supply chain impacts to our business and to our customers.

Overall supply chain conditions remained largely stable in the first six months of 2025 with minimal disruptions being experienced.

Logistics costs increased during the first half of 2025, primarily due to the impact

Our management team continues to monitor and evaluate all of the factors affecting our supply chain condition and the related impacts on our business and operations, and we continue to minimize any supply chain impacts to our business and to our customers.

Commodity prices, labor, inflation and foreign currency exchange rates

Direct material cost pressures, driven largely by steel, resin and other petrochemical products, have generally stabilized, though rising costs were observed in the latter portions of the period.

During the first three months of 2025, our Selling, general and administrative expenses increased as a result of increased people-related and consulting expenses.

We have experienced variability in direct material costs through the first half of 2025.

Various key commodities have been exposed to inflationary pressures, primarily due to the impact of tariffs.

While the costs of our principal materials fluctuate, generally we believe there will continue to be an adequate supply of the materials we use and that they will broadly remain available.

During the first six months of 2025, our Selling, general and administrative expenses decreased due to lower one-time separation expenses.

Additionally, the appreciation of the U.S.

dollar against foreign currencies had an unfavorable impact on our condensed consolidated results of operations in the first three months of 2025 due to translation impacts.

dollar against certain foreign currencies had an unfavorable impact on our condensed consolidated results of operations in the first six months of 2025 due to translation impacts.

We remain in a volatile currency environment and as such, there can be no assurances that this trend will continue for the remainder of 2025 .

1 unchanged sentence

We have incurred, and expect to continue to incur, additional costs associated with becoming a standalone public company.

During the three months ended March 31, 2025 , we incurred approximately $9.3 million of one-time expenses including $6.8 million within Cost of sales and $2.5 million within Selling, general and administrative expenses.

During the three months ended June 30, 2025 , we incurred approximately $2.5 million of one-time expenses including $1.9 million within Cost of sales and $0.6 million within Selling, general and administrative expenses.

During the six months ended June 30, 2025, we incurred approximately $11.8 million of one-time expenses including $8.7 million within Cost of sales and $3.1 million within Selling, general and administrative expenses.

We expect to incur one-time expenses of approximately $10 million to $15 million in 2025 in connection with becoming a standalone public company.

1 unchanged sentence

These expenses and capital expenditures primarily relate to the establishment of functions previously co-mingled with Cummins, such as information technologies, distribution centers, manufacturing and human resources.

The one-time costs incurred during the three months ended March 31, 2025, were primarily associated with establishing our own standalone warehouse in Belgium as we worked to ensure we were supporting customer needs.

The one-time costs incurred during the six months ended June 30, 2025, were primarily associated with establishing our own standalone warehouse in Belgium as we worked to ensure we were supporting customer needs and our technology transformation and modernization project.

These expenses and capital expenditures are expected to be complete by the end of 2025.

2 unchanged sentences

Results of Operations

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

For the Three Months Ended

March 31, Favorable

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

For the Three Months Ended June 30, Favorable

(Unfavorable)

8 unchanged sentences

Equity, royalty and interest income from investees 7.5 8.2 (0.7) (8.5) %

Other operating (income) expense, net

Other operating expense, net

— 0.8 0.8 100.0 %

9 unchanged sentences

Diluted earnings per share $ 0.72 $ 0.67 $ 0.05 7.5 %

For the Three Months Ended

March 31, Favorable

For the Three Months Ended June 30, Favorable

(Unfavorable)

3 unchanged sentences

Research, development and engineering expenses 2.4% 2.4% —

Net sales were $416.5 million for the three months ended March 31, 2025 , a decrease of $10.1 million compared to $426.6 million for the three months ended March 31, 2024 .

The decrease in Net sales was mainly due to unfavorable impacts of currency of $11.4 million and lower volumes of approximately $3.5 million, partially offset by $4.8 million of favorable pricing impacts.

Gross margin was $110.5 million for the three months ended March 31, 2025 , a decrease of $1.3 million compared to $111.8 million for the three months ended March 31, 2024 .

The decrease in Gross margin was mainly due to $4.8 million in unfavorable currency impacts, a $3.5 million increase in one-time separation costs, $2.2 million of unfavorable logistic costs and lower volumes of approximately $1.2 million, partially offset by $4.8 million of favorable pricing impacts as described above, a $3.9 million decrease in manufacturing and other costs and a $1.7 million decrease in warranty costs.

Gross margin as a percentage of Net sales was 26.5% for the three months ended March 31, 2025, an increase of 0.3 percentage points compared to 26.2% for the three months ended March 31, 2024 .

The increase in Gross margin as a percentage of Net sales was primarily driven by the items noted above decreasing at a higher rate in relation to the change in Net sales.

Net sales were $453.5 million for the three months ended June 30, 2025 , an increase of $20.9 million compared to $432.6 million for the three months ended June 30, 2024 .

The increase in Net sales was mainly due to favorable volumes of $15.0 million and pricing of $10.2 million, offset by unfavorable impacts of currency of $4.3 million.

Gross margin was $131.0 million for the three months ended June 30, 2025 , a decrease of $0.9 million compared to $131.9 million for the three months ended June 30, 2024 .

The decrease in Gross margin was mainly due to unfavorable logistics costs of $10.7 million, a $2.1 million increase in one-time separation costs, unfavorable manufacturing and other costs of $2.0 million and $1.5 million in unfavorable currency impacts, partially offset by favorable pricing of $10.2 million as described above, and favorable volumes of $5.2 million.

Gross margin as a percentage of Net sales was 28.9% for the three months ended June 30, 2025, a decrease of 1.6 percentage points compared to 30.5% for the three months ended June 30, 2024 .

The decrease in Gross margin as a percentage of Net sales was primarily driven by the items noted above.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $45.9 million for the three months ended March 31, 2025 , an increase of $2.6 million compared to $43.3 million for the three months ended March 31, 2024 .

The increase was primarily driven by increased people-related and consulting expenses of $2.6 million.

Selling, general and administrative expenses as a percentage of Net sales were 11.0% for the three months ended March 31, 2025 , an increase of 0.8 percentage points compared to 10.2% for the three months ended March 31, 2024 .

The increase in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above.

Selling, general and administrative expenses were $46.1 million for the three months ended June 30, 2025 , a decrease of $3.0 million compared to $49.1 million for the three months ended June 30, 2024 .

The decrease was primarily driven by lower one-time separation costs of $3.5 million, partially offset by higher consulting expenses.

Selling, general and administrative expenses as a percentage of Net sales were 10.2% for the three months ended June 30, 2025 , a decrease of 1.1 percentage points compared to 11.3% for the three months ended June 30, 2024 .

The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above.

Research, Development and Engineering Expenses

Research, development and engineering expenses were $9.1 million for the three months ended March 31, 2025 , a decrease of $1.0 million compared to $10.1 million for the three months ended March 31, 2024 .

The decrease was primarily due to lower people-related expenses.

Research, development and engineering expenses as a percentage of Net sales were 2.2% for the three months ended March 31, 2025 , a decrease of 0.2 percentage points compared to 2.4% for the three months ended March 31, 2024 .

The decrease in Research, development and engineering expenses as a percentage of Net sales was mainly due to the item noted above.

Research, development and engineering expenses were $10.7 million for the three months ended June 30, 2025 , an increase of $0.3 million compared to $10.4 million for the three months ended June 30, 2024 .

The increase was primarily due to timing of engineering projects.

Research, development and engineering expenses as a percentage of Net sales were 2.4% for the three months ended June 30, 2025 consistent with 2.4% for the three months ended June 30, 2024 .

Interest Expense

Interest expense was $8.5 million for the three months ended June 30, 2025 , a decrease of $2.0 million compared to $10.5 million for the three months ended June 30, 2024 .

The decrease was primarily driven by a reduction to the interest rate on our borrowings and lower outstanding borrowings on our Credit Agreement as principal payments were made.

Income Tax Expense

Our effective tax rate for the three months ended June 30, 2025 was 21.9% , an increase of 0.1 percentage points compared to 21.8% for the three months ended June 30, 2024 .

The increase in the effective tax rate was driven by a change in the mix of earnings among tax jurisdictions and discrete tax items.

Our effective tax rate differs from the U.S.

statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

For the Six Months Ended June 30, Favorable

(Unfavorable)

2025 2024 Amount %

(in millions)

NET SALES $ 870.0 $ 859.2 $ 10.8 1.3 %

Cost of sales 628.5 615.5 (13.0) (2.1) %

GROSS MARGIN 241.5 243.7 (2.2) (0.9) %

OPERATING EXPENSES AND INCOME

Selling, general and administrative expenses 92.0 92.4 0.4 0.4 %

Research, development and engineering expenses 19.8 20.5 0.7 3.4 %

Equity, royalty and interest income from investees 16.7 18.6 (1.9) (10.2) %

Equity, royalty and interest income from investees were $9.2 million for the three months ended March 31, 2025 , a decrease of $1.2 million compared to $10.4 million for the three months ended March 31, 2024 .

decrease was due to lower earnings of $1.2 million from our joint ventures, primarily driven by market conditions in India.

Other operating (income) expense, net

(0.2) 1.0 (1.2) (120.0) %

OPERATING INCOME 146.6 148.4 (1.8) (1.2) %

Interest expense 16.9 21.0 4.1 19.5 %

Interest expense was $8.4 million for the three months ended March 31, 2025 , a decrease of $2.1 million compared to $10.5 million for the three months ended March 31, 2024 .

The decrease was primarily driven by lower outstanding borrowings on our Credit Agreement as principal payments are made.

Other income, net 3.8 2.8 1.0 35.7 %

INCOME BEFORE INCOME TAXES 133.5 130.2 3.3 2.5 %

Income tax expense 28.9 28.5 (0.4) (1.4) %

Our effective tax rate for the three months ended March 31, 2025 was 21.3% , a decrease of 0.7 percentage points compared to 22.0% for the three months ended March 31, 2024 .

The decrease in the effective tax rate was driven by a change in the mix of earnings among tax jurisdictions.

NET INCOME $ 104.6 $ 101.7 $ 2.9 2.9 %

PER SHARE DATA:

Basic earnings per share $ 1.27 $ 1.22 $ 0.05 4.1 %

Diluted earnings per share $ 1.26 $ 1.22 $ 0.04 3.3 %

For the Six Months Ended June 30, Favorable

(Unfavorable)

Percent of Net sales 2025 2024 Percentage Points

Gross margin 27.8% 28.4% (0.6)

Selling, general and administrative expenses 10.6% 10.8% 0.2

Research, development and engineering expenses 2.3% 2.4% 0.1

Net sales were $870.0 million for the six months ended June 30, 2025 , an increase of $10.8 million compared to $859.2 million for the six months ended June 30, 2024 .

The increase in Net sales was mainly due to $15.0 million of favorable pricing impacts and higher volumes of $11.5 million, partially offset by the unfavorable impacts of currency of $15.6 million.

Gross margin was $241.5 million for the six months ended June 30, 2025 , a decrease of $2.2 million compared to $243.7 million for the six months ended June 30, 2024 .

The decrease in Gross margin was mainly due to unfavorable logistics costs of $12.9 million, $6.3 million in unfavorable currency impacts and a $5.6 million increase in one-time separation costs, partially offset by favorable pricing of $15.0 million as described above, favorable volumes of $4.0 million, a $2.3 million decrease in warranty costs and a $1.3 million decrease in manufacturing and other costs.

Gross margin as a percentage of Net sales was 27.8% for the six months ended June 30, 2025 , a decrease of 0.6 percentage points compared to 28.4% for the six months ended June 30, 2024 .

The decrease in Gross margin as a percentage of Net sales was primarily due to the items noted above.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $92.0 million for the six months ended June 30, 2025 , a decrease of $0.4 million compared to $92.4 million for the six months ended June 30, 2024 .

The decrease was primarily driven by lower one-time separation costs of $3.7 million, partially offset by increased people-related and consulting expenses.

Selling, general and administrative expenses as a percentage of Net sales were 10.6% for the six months ended June 30, 2025 , a decrease of 0.2 percentage points compared to 10.8% for the six months ended June 30, 2024 .

The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above.

Research, Development and Engineering Expenses

Research, development and engineering expenses were $19.8 million for the six months ended June 30, 2025 , a decrease of $0.7 million compared to $20.5 million for the six months ended June 30, 2024 .

The decrease was primarily due to timing of engineering projects.

Research, development and engineering expenses as a percentage of Net sales were 2.3% for the six months ended June 30, 2025 , a decrease of 0.1 percentage points compared to 2.4% for the six months ended June 30, 2024 .

The decrease in Research, development and engineering expenses as a percentage of Net sales was mainly due to the items noted above.

Equity, Royalty and Interest Income from Investees

Equity, royalty and interest income from investees was $16.7 million for the six months ended June 30, 2025 , a decrease of $1.9 million compared to $18.6 million for the six months ended June 30, 2024 .

The decrease was primarily due to lower earnings of $1.9 million from our joint ventures in India and China.

Other Operating (Income) Expense, Net

Other operating (income) expense, net was $(0.2) million for the six months ended June 30, 2025 , a decrease of $1.2 million compared to $1.0 million for the six months ended June 30, 2024 .

The change was primarily due to prior year asset write-offs in 2024 that did not recur.

Interest Expense

Interest expense was $16.9 million for the six months ended June 30, 2025 , a decrease of $4.1 million compared to $21.0 million for the six months ended June 30, 2024 .

The decrease in Interest expense was primarily driven by a reduction to the interest rate on our borrowings and lower outstanding borrowings on our Credit Agreement as principal payments were made.

Income Tax Expense

Our effective tax rate for the six months ended June 30, 2025 was 21.6% , a decrease of 0.3 percent percentage points compared to 21.9% for the six months ended June 30, 2024 .

The decrease in the effective tax rate was driven by a change in the mix of earnings among tax jurisdictions and discrete tax items.

Our effective tax rate differs from the U.S.

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Our facilities under the Credit Agreement provide for $1.0 billion in total availability, which includes a $600 million term loan and a $400 million revolving credit facility.

As of March 31, 2025, we have outstanding borrowings of $588.8 million on the term loan and zero on the revolving credit facility.

As a result, we had capacity under our revolving credit facility of $400 million as of March 31, 2025.

As of June 30, 2025, we have outstanding borrowings of $585.0 million on the term loan and zero on the revolving credit facility.

As a result, we had capacity under our revolving credit facility of $400 million as of June 30, 2025.

We believe that cash from operations and the facilities under our Credit Agreement will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for share repurchases and quarterly dividends in both the short and long term.

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Our cash flow activity is noted below:

For the Three Months Ended March 31,

For the Six Months Ended June 30,

(in millions)

Net cash provided by (used in) operating activities

Net cash provided by operating activities

$ 73.1 $ 14.7

2 unchanged sentences

Operating Cash Flow

Net cash provided by operating activities was $28.7 million for the three months ended March 31, 2025 , an increase of $36.9 million compared to Net cash used in operating activities of $8.2 million for the three months ended March 31, 2024 .

The increase was driven primarily by lower working capital requirements of $37.0 million, partially offset by lower income from equity method investees of $2.7 million .

During the three months ended March 31, 2025 , lower working capital requirements resulted in a cash outflow of $22.1 million compared to a cash outflow of $59.1 million for the three months ended March 31, 2024 , mainly due to higher trade payables, lower inventory and lower prepaids.

Dividends received from our unconsolidated equity investees were $5.7 million and $9.6 million for the three months ended March 31, 2025 and March 31, 2024 , respectively.

Net cash provided by operating activities was $73.1 million for the six months ended June 30, 2025 , an increase of $58.4 million compared to $14.7 million for the six months ended June 30, 2024 .

The increase was driven primarily by lower working capital requirements of $50.4 million .

During the six months ended June 30, 2025 , lower working capital requirements resulted in a cash outflow of $41.3 million compared to a cash outflow of $91.7 million for the six months ended June 30, 2024 , mainly due to higher trade payables, lower inventory and lower prepaids, partially offset by higher trade receivables.

Dividends received from our unconsolidated equity investees were $5.7 million and $9.6 million for the six months ended June 30, 2025 and June 30, 2024 , respectively.

Investing Cash Flow

Net cash used in investing activities for the three months ended March 31, 2025 and March 31, 2024 was primarily used for capital expenditures.

Our capital expenditures were $12.4 million (of which approximately $3.5 million related to one-time separation costs) and $10.6 million (of which approximately $2.8 million related to one-time separation costs) for the three months ended March 31, 2025 and March 31, 2024 , respectively, corresponding to approximately 3.0% and 2.5% of Net sales for the three months ended March 31, 2025 and March 31, 2024, respectively .

Net cash used in investing activities for the six months ended June 30, 2025 and June 30, 2024 was primarily used for capital expenditures.

Our capital expenditures were $24.4 million (of which approximately $6.6 million related to one-time separation capital expenditures) and $22.2 million (of which approximately $7.3 million related to one-time separation capital expenditures) for the six months ended June 30, 2025 and June 30, 2024 , respectively, corresponding to approximately 2.8% and 2.6% of Net sales for the six months ended June 30, 2025 and June 30, 2024, respectively .

Financing Cash Flow

Net cash used in financing activities for the three months ended March 31, 2025 was $17.9 million compared to $0.0 million for the three months ended March 31, 2024 .

Net cash used in financing activities for the three months ended March 31, 2025 consisted primarily of repurchases of common stock, dividends paid and payments made on our term loan.

We paid dividends of $4.1 million in the first three months of 2025 and none in the first three months of 2024.

Net cash used in financing activities for the six months ended June 30, 2025 was $45.9 million compared to $0.0 million for the six months ended June 30, 2024 .

Net cash used in financing activities for the six months ended June 30, 2025 consisted primarily of repurchases of common stock, dividends paid and payments made on our term loan.

We paid dividends of $8.3 million in the first six months of 2025 and none in the first six months of 2024.

The first quarter 2025 dividend of $0.05 per share, declared on February 19, 2025 for shareholders of record as of March 4, 2025, was paid on March 19, 2025.

The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

The second quarter of 2025 dividend of $0.05 per share, declared on May 21, 2025 for shareholders of record as of June 3, 2025, was paid on June 18, 2025.

The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors,

including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

We anticipate that the 2025 distributions will be characterized as dividends under the U.S.

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For more information regarding our lease obligations, see Note 9, Leases , to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, which provides a summary of our future minimum lease payments.

Our total debt was $588.8 million at March 31, 2025 and $600 million at December 31, 2024 .

At March 31, 2025 , the weighted-average term of our outstanding long-term debt was 2.6 years.

Our total debt was $585.0 million at June 30, 2025 and $592.5 million at December 31, 2024 .

At June 30, 2025 , the weighted-average term of our outstanding long-term debt was 2.4 years.

Refer to Note 9, Debt and Borrowing Arrangements , to the Condensed Consolidated Financial Statements for more information on our debt and debt covenants.

2 unchanged sentences

We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance.

detailed the non-GAAP adjustments that we make in our non-GAAP definitions below.

We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below.

We believe the non-GAAP measures should always be considered along with the related U.S.

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We believe Adjusted earnings per share provides improved comparability of underlying operating results.

• “Free cash flow” is defined as cash flows provided by (used for) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time capital expenditures and other separation related costs associated with becoming a standalone public company.

time capital expenditures and other separation related costs associated with becoming a standalone public company.

We believe Free cash flow and Adjusted free cash flow are useful metrics used by management and investors to analyze our ability to service and repay debt and return value to shareholders.

12 unchanged sentences

A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

5 unchanged sentences

One-time separation costs (a)

$ 2.5 $ 3.8 $ 11.8 $ 9.8

Adjusted EBITDA (non-GAAP) $ 95.1 $ 92.5 $ 176.8 $ 172.7

5 unchanged sentences

A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Diluted earnings per share $ 0.72 $ 0.67 $ 1.26 $ 1.22

5 unchanged sentences

(a) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs and the related tax impact of those expenses.

The tax impact of one-time separation costs for the three months ended March 31, 2025 and 2024 were $2.0 million and $1.3 million, respectively.

The tax impact of one-time separation costs for the three months ended June 30, 2025 and 2024 were $0.5 million and $0.8 million, respectively, and for the six months ended June 30, 2025 and 2024 were $2.5 million and $2.1 million, respectively.

A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(in millions)

Cash provided by (used in) operating activities $ 28.7 $ (8.2)

Cash provided by operating activities $ 44.4 $ 22.9 $ 73.1 $ 14.7

Capital expenditures $ 12.0 $ 11.6 $ 24.4 $ 22.2

2 unchanged sentences

Other one-time separation related (a)

— 18.3 — 21.6

Adjusted free cash flow (non-GAAP) $ 35.5 $ 34.1 $ 55.3 $ 21.4

7 unchanged sentences

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-Q

Item 1. Financial Statements