What the changes say
- Atmus added disclosures on technical workforce retention and exclusive Delaware forum provisions.
- Supply chain, regulatory, and macroeconomic risks saw updates.
What changed since the prior 10-K
New
- NewRisks Related to Our Business Operations
Our ability to attract and retain qualified personnel is critical to our success
Atmus depends on retaining 355 technical employees, with 51% located outside the U.S. in India, China, and France.
- NewRisks Related to Our Business Operations
Interruptions in the supply of critical materials and components could materially and adversely affect our business
Critical material and component supply interruptions could disrupt manufacturing across multiple locations and delay customer deliveries.
- NewRisks Related to Legal and Regulatory Issues
customers’ requirements. The discovery of noncompliance issues could have a material adverse impact on our reputation, brand, business, financial condition, results of operations or cash flows
Developing products for more stringent regulations creates complexity, potential development delays, cost overruns, and unexpected manufacturing difficulties.
- NewRisks Related to Cybersecurity and Information Technology Infrastructure
imposed or defense costs incurred. We also cannot be certain that we will be able to maintain insurance coverage, on acceptable terms or in amounts sufficient to cover the potentially significant losses that may result from a security incident or breach, or that the insurer will not deny coverage of any future claim
Data collection is subject to laws like the EU GDPR carrying significant potential noncompliance penalties.
- NewRisks Related to Ownership of our Common Stock
The provision of our Charter designating the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as the exclusive forums for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers
The company designated the Delaware Court of Chancery and federal district courts as exclusive forums for certain lawsuits.
- NewRisks Related to Ownership of our Common Stock
otherwise acquiring any interest in shares of our common stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our Charter
Exclusive forum provisions may discourage shareholder lawsuits against directors and officers and limit choice of judicial venue.
Dropped
- DroppedRisks Related to Our Business Operations
a standard first-fit component creates a steady demand for that product in the aftermarket, as end-users often return to the OEM for aftermarket service for multiple years and may continue to prefer our products as replacement or repair parts
- DroppedRisks Related to Our Business Operations
We rely on our executive leadership team and other key personnel as a critical part of our human capital resources
OEM first-fit components create steady aftermarket demand and repeat service business.
- DroppedRisks Related to Our Business Operations
We are vulnerable to raw material, transportation and labor price increases and supply shortages, which have adversely impacted and could continue to adversely impact our operations
- DroppedRisks Related to Our Business Operations
complexity of our manufacturing operations, we may be unable to timely respond to fluctuations in demand, which could adversely impact our business, financial condition, results of operations or cash flows
- DroppedRisks Related to Our Business Operations
As a result of the Separation, we may experience difficulty operating as a standalone company
- DroppedRisks Related to Cybersecurity and Information Technology Infrastructure
technology risks. The impact of a significant information technology event on either our information technology environment or our products could negatively affect the performance of our products, our reputation, and competitive position
Reliance on executive leadership and key personnel as critical human capital resources.
- DroppedRisks Related to Macroeconomic and Geopolitical Conditions
monetary policies, and general economic conditions such as inflation, deflation, interest rates and credit availability
- DroppedRisks Related to our Relationship with Cummins
Potential indemnification liabilities to Cummins pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows
- DroppedRisks Related to our Relationship with Cummins
liabilities, or that Cummins’ ability to satisfy its indemnification obligation will not be impaired in the future
- DroppedRisks Related to Ownership of our Common Stock
These limitations may adversely affect the prevailing market price and market for our Common Stock if they are viewed as limiting the liquidity of our stock or discouraging takeover attempts in the future
- DroppedRisks Related to Ownership of our Common Stock
Our historical consolidated financial statements are not necessarily representative of the results we would have achieved as a standalone company and may not be a reliable indicator of our future results
Vulnerability to raw material, transportation, and labor price increases and supply shortages.
Reworded
- 95% rewrittenRisks Related to Our Business Operations
A number of our customers operate in similar cyclical industries and economic conditions in these industries could impact our sales
Expanded to detail specific cyclical end markets including truck, bus, construction, agriculture, mining, oil and gas, power generation, and recreational vehicles.
- 83% rewrittenRisks Related to our Relationship with Cummins
We, or Cummins, may fail to perform under various transaction agreements that were executed as part of the IPO
Added that Cummins transaction agreement failures could cause operational difficulties or losses impacting business and financial results.
Was: We, or Cummins, may fail to perform under various transaction agreements that were executed as part of the IPO or we may fail to have necessary systems and services in place when certain of the transaction agreements expire
- 77% rewrittenRisks Related to Macroeconomic and Geopolitical Conditions
Increased tariffs or the imposition of other barriers to international trade could impact the cost of our products, demand for our products and our competitive position
Added reference to U.S. tariffs implemented since February 2025 and expanded San Luis Potosi facility scope to global markets.
Was: Increased tariffs or the imposition of other barriers to international trade could impact demand for our products and our competitive position
- 75% rewrittenRisks Related to Legal and Regulatory Issues
Our products are subject to statutory and regulatory requirements that can significantly increase our costs and could have a material adverse impact on our business, financial condition, results of operations or cash flows
Shortened the description of regulatory compliance costs and developing products for changing standards.
- 69% rewrittenRisks Related to Our Business Operations
The loss of a top OEM relationship, or changes in the preferences of our aftermarket end-users, could adversely impact the recurring nature of our aftermarket sales
Integrated descriptive sentences regarding first-fit components driving recurring aftermarket demand and OEM relationships.
- 66% rewrittenRisks Related to Our Business Operations
We may be adversely impacted by work stoppages and other labor matters
Updated headcount to 4,500 employees, noted Brazil and Mexico union negotiations, and set Cookeville plant agreement expiration to February 29, 2028.
- 59% rewrittenRisks Related to Macroeconomic and Geopolitical Conditions
Risks arising from uncertainty in worldwide and regional market and economic conditions may harm our business and make it difficult to project long-term performance
Retained macro factors list while tightening introductory phrasing regarding economic uncertainty.
- 54% rewrittenRisks Related to Our Business Operations
There could be an occurrence of one or more unexpected events, including a terrorist attack, war or civil unrest, a weather event, an earthquake, a pandemic, cyber-attack or other catastrophe in countries in which we operate
Removed specific mentions of supplier disruptions and terrorist attacks from the list of unexpected catastrophic events.
Was: There could be an occurrence of one or more unexpected events, including a terrorist attack, war or civil unrest, a weather event, an earthquake, a pandemic, cyber-attack or other catastrophe in countries in which we operate or in which our suppliers are located
- 47% rewrittenRisks Related to Our Business Operations
Complexity of supply chain and manufacturing could perpetuate the inability to meet demand and result in the loss of customers
- 44% rewrittenRisks Related to Cybersecurity and Information Technology Infrastructure
Our information technology environment and our products are exposed to potential security or data breaches or other disruptions, which may adversely impact our operations
- 41% rewrittenRisks Related to Our Business Operations
We derive significant earnings from investees that we do not directly control
- 39% rewrittenRisks Related to Ownership of our Common Stock
Applicable laws and regulations and provisions of our Charter and Bylaws may discourage takeover attempts and business combinations that shareholders might consider in their best interests
Was: Applicable laws and regulations, provisions of our amended and restated certificate of incorporation and bylaws and certain contractual rights granted to Cummins may discourage takeover attempts and business combinations that shareholders might consider in their best interests
- 26% rewrittenRisks Related to Our Business Operations
Our products are exposed to variability in material and commodity costs
- 23% rewrittenRisks Related to Our Business Operations
Evolving customer needs and developing technologies may threaten our existing business and growth
- 21% rewrittenRisks Related to Cybersecurity and Information Technology Infrastructure
A number of our operations depend on information technology infrastructure and assets that are increasing in complexity, which are undergoing changes as a result of the Separation
All 43 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business Operations
- 01The loss of a top OEM relationship, or changes in the preferences of our aftermarket end-users, could adversely impact the recurring nature of our aftermarket sales69% rewritten
- 02We derive significant earnings from investees that we do not directly control41% rewritten
- 03We face significant competition in the markets we serve and maintaining a competitive advantage requires consistent investment with uncertain returns
- 04Evolving customer needs and developing technologies may threaten our existing business and growth23% rewritten
- 05Our ability to attract and retain qualified personnel is critical to our successNew
- 06We face risks from strategic transactions, such as acquisitions, divestitures, joint ventures and other similar arrangements that we may pursue or undertake
- 07Our long term performance targets assume certain ongoing productivity improvements; if we do not successfully manage productivity improvements, we may not realize the expected benefits
- 08We may be adversely impacted by work stoppages and other labor matters66% rewritten
- 09Our products are exposed to variability in material and commodity costs26% rewritten
- 10Interruptions in the supply of critical materials and components could materially and adversely affect our businessNew
- 11Complexity of supply chain and manufacturing could perpetuate the inability to meet demand and result in the loss of customers47% rewritten
- 12A number of our customers operate in similar cyclical industries and economic conditions in these industries could impact our sales95% rewritten
- 13Our business is exposed to potential claims related to warranties and claims for support outside of standard warranty obligations
- 14Our products are subject to recall for performance or safety-related issues
- 15Inability or failure to adequately protect or enforce our intellectual property could reduce or eliminate any competitive advantage and reduce our sales and profitability and the cost of protecting or enforcing our intellectual property may be significant
- 16There could be an occurrence of one or more unexpected events, including a terrorist attack, war or civil unrest, a weather event, an earthquake, a pandemic, cyber-attack or other catastrophe in countries in which we operate54% rewritten
Risks Related to Legal and Regulatory Issues
- 17Sales of counterfeit versions of our products, as well as unauthorized sales of our products, may adversely affect our business, financial condition, results of operations or cash flows
- 18Our products are subject to statutory and regulatory requirements that can significantly increase our costs and could have a material adverse impact on our business, financial condition, results of operations or cash flows75% rewritten
- 19customers’ requirements. The discovery of noncompliance issues could have a material adverse impact on our reputation, brand, business, financial condition, results of operations or cash flowsNew
- 20We operate our business on a global basis and changes in international, national and regional trade laws, regulations, and policies affecting and/or restricting international trade could adversely impact the demand for our products and our competitive position
- 21Unanticipated changes in our effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities could adversely affect our profitability and cash flow. In addition, audits by tax authorities could result in additional tax payments for prior periods
- 22Changes in tax law relating to multinational corporations could adversely affect our tax position
- 23Our global operations are subject to laws and regulations that impose significant compliance costs and create reputational and legal risk
- 24We may be adversely impacted by the effects of climate change and may incur increased costs and experience other impacts due to climate change
- 25Our operations are subject to increasingly stringent environmental laws and regulations, and we are also subject to laws requiring cleanup of contaminated property
Risks Related to Cybersecurity and Information Technology Infrastructure
- 26Our information technology environment and our products are exposed to potential security or data breaches or other disruptions, which may adversely impact our operations44% rewritten
- 27imposed or defense costs incurred. We also cannot be certain that we will be able to maintain insurance coverage, on acceptable terms or in amounts sufficient to cover the potentially significant losses that may result from a security incident or breach, or that the insurer will not deny coverage of any future claimNew
- 28A number of our operations depend on information technology infrastructure and assets that are increasing in complexity, which are undergoing changes as a result of the Separation21% rewritten
Risks Related to Finance and Financial Market Conditions
- 29We are subject to foreign currency exchange rate and other related risks
- 30We have recorded goodwill as a result of prior acquisitions, and an economic downturn could cause these balances to become impaired, requiring write-downs that would reduce our operating income
Risks Related to Macroeconomic and Geopolitical Conditions
- 31Increased tariffs or the imposition of other barriers to international trade could impact the cost of our products, demand for our products and our competitive position77% rewritten
- 32Political, economic and social uncertainty in geographies where we have significant operations or large offerings of our products could significantly change the dynamics of our competition, customer and end-user base and product offerings and impact our growth opportunities globally
- 33Risks arising from uncertainty in worldwide and regional market and economic conditions may harm our business and make it difficult to project long-term performance59% rewritten
Risks Related to our Relationship with Cummins
- 34We, or Cummins, may fail to perform under various transaction agreements that were executed as part of the IPO83% rewritten
- 35We may have received better terms from unaffiliated third parties than the terms we received in our agreements with Cummins
Risks Related to our Capital Structure
- 36Changes in the capital and credit markets may negatively affect our ability to access financing to support strategic initiatives
- 37Substantially all of our assets, subject to certain exceptions, are pledged as security for our term loan and revolving credit facility, and if we default on our obligations, we may suffer adverse consequences, including foreclosure on our assets
Risks Related to Ownership of our Common Stock
- 38The price of our common stock may fluctuate substantially, and you could lose all or part of your investment in our common stock as a result
- 39Our stock repurchase program could affect the price of our common stock and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock
- 40We cannot guarantee the payment of dividends on our common stock, or the timing, or amount of any such dividends
- 41Applicable laws and regulations and provisions of our Charter and Bylaws may discourage takeover attempts and business combinations that shareholders might consider in their best interests39% rewritten
- 42The provision of our Charter designating the Court of Chancery in the State of Delaware and the federal district courts for the District of Delaware as the exclusive forums for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officersNew
- 43otherwise acquiring any interest in shares of our common stock will be deemed to have notice of, and consented to, the exclusive forum provisions in our CharterNew
Other Atmus Filtration Technologies 10-Ks
- FY2024 10-K risk factors48 risks
Atmus Filtration depends heavily on OEM relationships like Cummins, which accounted for 17.6% of 2024 sales.
Filed Feb 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.