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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atmus Filtration Technologies Inc | NYSE:ATMU | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.02 | 0.07% | 29.90 | 30.48 | 29.73 | 30.00 | 513,060 | 20:49:10 |
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| | | | F-1 | | |
| | |
Year ended December 31,
|
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In millions, except per share amounts
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
NET SALES
|
| | | $ | 34,065 | | | | | $ | 28,074 | | | | | $ | 24,021 | | |
Cost of sales
|
| | | | 25,816 | | | | | | 21,355 | | | | | | 18,326 | | |
GROSS MARGIN
|
| | | | 8,249 | | | | | | 6,719 | | | | | | 5,695 | | |
OPERATING EXPENSES AND INCOME | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | 3,333 | | | | | | 2,687 | | | | | | 2,374 | | |
Research, development and engineering expenses
|
| | | | 1,500 | | | | | | 1,278 | | | | | | 1,090 | | |
Equity, royalty and interest income from investees
|
| | | | 483 | | | | | | 349 | | | | | | 506 | | |
Other operating expense, net
|
| | | | 2,138 | | | | | | 174 | | | | | | 31 | | |
OPERATING INCOME
|
| | | | 1,761 | | | | | | 2,929 | | | | | | 2,706 | | |
Interest expense
|
| | | | 375 | | | | | | 199 | | | | | | 111 | | |
Other income, net
|
| | | | 240 | | | | | | 89 | | | | | | 156 | | |
INCOME BEFORE INCOME TAXES
|
| | | | 1,626 | | | | | | 2,819 | | | | | | 2,751 | | |
Income tax expense
|
| | | | 786 | | | | | | 636 | | | | | | 587 | | |
CONSOLIDATED NET INCOME
|
| | | | 840 | | | | | | 2,183 | | | | | | 2,164 | | |
Less: Net income attributable to noncontrolling interests
|
| | | | 105 | | | | | | 32 | | | | | | 33 | | |
NET INCOME ATTRIBUTABLE TO CUMMINS INC.
|
| | | $ | 735 | | | | | $ | 2,151 | | | | | $ | 2,131 | | |
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CUMMINS INC.
|
| | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 5.19 | | | | | $ | 15.20 | | | | | $ | 14.74 | | |
Diluted
|
| | | $ | 5.15 | | | | | $ | 15.12 | | | | | $ | 14.61 | | |
| | |
Year ended December 31,
|
| | |||||||||||
| | |
2023
|
| |
2022
|
| | ||||||||
| | |
(in millions)
|
| ||||||||||||
Total current assets
|
| | | | 15,198 | | | | | | 14,451 | | | | ||
Property, plant and equipment, net
|
| | | | 6,249 | | | | | | 5,521 | | | | ||
Total assets
|
| | | | 32,005 | | | | | | 30,299 | | | | ||
Total current liabilities
|
| | | | 12,903 | | | | | | 11,421 | | | | ||
Long-term liabilities | | | | | | | | | | | | | | | ||
Long-term debt
|
| | | | 4,802 | | | | | | 4,498 | | | | ||
Redeemable noncontrolling interests
|
| | | | — | | | | | $ | 258 | | | | ||
Total equity
|
| | | $ | 9,904 | | | | | $ | 9,967 | | | |
| | |
Years ended December 31,
|
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions)
|
| |||||||||||||||
Net cash provided by operating activities
|
| | | | 3,966 | | | | | | 1,962 | | | | | | 2,256 | | |
Net cash used in investing activities
|
| | | | (1,643) | | | | | | (4,172) | | | | | | (873) | | |
Net cash (used in) provided by financing activities
|
| | | | (2,177) | | | | | | 1,669 | | | | | | (2,227) | | |
| | |
Years Ended December 31,
|
| |||||||||||||||||||||
| | |
Pro Forma
|
| |
Historical
|
| ||||||||||||||||||
| | |
2023
|
| |
2023
|
| |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||
NET SALES
|
| | | $ | 1,628.1 | | | | | $ | 1,628.1 | | | | | $ | 1,562.1 | | | | | $ | 1,438.8 | | |
Cost of sales
|
| | | | 1,194.7 | | | | | | 1,195.4 | | | | | | 1,202.9 | | | | | | 1,089.5 | | |
GROSS MARGIN
|
| | | | 433.4 | | | | | | 432.7 | | | | | | 359.2 | | | | | | 349.3 | | |
OPERATING EXPENSES AND INCOME | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | 174.0 | | | | | | 174.7 | | | | | | 139.7 | | | | | | 126.2 | | |
Research, development and engineering expenses
|
| | | | 42.5 | | | | | | 42.5 | | | | | | 38.6 | | | | | | 42.0 | | |
Equity, royalty and interest income from investees
|
| | | | 33.6 | | | | | | 33.6 | | | | | | 28.0 | | | | | | 32.4 | | |
Other operating expense, net
|
| | | | 0.7 | | | | | | 0.7 | | | | | | 5.0 | | | | | | — | | |
OPERATING INCOME
|
| | | | 249.8 | | | | | | 248.4 | | | | | | 203.9 | | | | | | 213.5 | | |
Interest expense
|
| | | | 41.1 | | | | | | 25.8 | | | | | | 0.7 | | | | | | 0.8 | | |
Other income, net
|
| | | | 3.8 | | | | | | 3.8 | | | | | | 8.8 | | | | | | 3.9 | | |
INCOME BEFORE INCOME TAXES
|
| | | | 212.5 | | | | | | 226.4 | | | | | | 212.0 | | | | | | 216.6 | | |
Income tax expense
|
| | | | 51.1 | | | | | | 55.1 | | | | | | 41.6 | | | | | | 46.5 | | |
NET INCOME
|
| | | $ | 161.4 | | | | | $ | 171.3 | | | | | $ | 170.4 | | | | | $ | 170.1 | | |
PER SHARE DATA: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings per share
|
| | | $ | 1.94 | | | | | $ | 2.06 | | | | | $ | 2.05 | | | | | $ | 2.04 | | |
Diluted earnings per share
|
| | | $ | 1.93 | | | | | $ | 2.05 | | | | | $ | 2.05 | | | | | $ | 2.04 | | |
| | |
Years Ended December 31,
|
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions)
|
| |||||||||||||||
Net cash provided by operating activities
|
| | | | 189.0 | | | | | | 165.7 | | | | | | 209.9 | | |
Net cash used in investing activities
|
| | | | (45.8) | | | | | | (37.5) | | | | | | (33.4) | | |
Net cash (used in) provided by financing activities
|
| | | | 24.8 | | | | | | (128.2) | | | | | | (176.5) | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(in millions)
|
| |||||||||
Total current assets
|
| | | | 693.0 | | | | | | 500.3 | | |
Property, plant and equipment, net
|
| | | | 174.6 | | | | | | 148.4 | | |
Total assets
|
| | | | 1,088.6 | | | | | | 867.4 | | |
Total current liabilities
|
| | | | 375.0 | | | | | | 331.0 | | |
Long-term debt
|
| | | | 592.5 | | | | | | — | | |
Total equity
|
| | | | 80.7 | | | | | | 455.6 | | |
| | |
Years Ended December 31,
|
| |||||||||||||||||||||
| | |
Pro Forma
|
| |
Historical
|
| ||||||||||||||||||
| | |
2023
|
| |
2023
|
| |
2022
|
| |
2021
|
| ||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||
NET INCOME
|
| | | $ | 161.4 | | | | | $ | 171.3 | | | | | $ | 170.4 | | | | | $ | 170.1 | | |
Plus: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 41.1 | | | | | | 25.8 | | | | | | 0.7 | | | | | | 0.8 | | |
Income tax expense
|
| | | | 51.1 | | | | | | 55.1 | | | | | | 41.6 | | | | | | 46.5 | | |
Depreciation and amortization
|
| | | | 21.5 | | | | | | 21.5 | | | | | | 21.6 | | | | | | 21.6 | | |
EBITDA (non-GAAP)
|
| | | $ | 275.1 | | | | | $ | 273.7 | | | | | $ | 234.3 | | | | | $ | 239.0 | | |
Plus:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
One-time separation costs(a)
|
| | | $ | 28.6 | | | | | $ | 28.6 | | | | | $ | 9.0 | | | | | | — | | |
Adjusted EBITDA (non-GAAP)
|
| | | $ | 303.7 | | | | | $ | 302.3 | | | | | $ | 243.3 | | | | | $ | 239.0 | | |
Net sales
|
| | | $ | 1,628.1 | | | | | $ | 1,628.1 | | | | | $ | 1,562.1 | | | | | $ | 1,438.8 | | |
Net income margin
|
| |
9.9%
|
| |
10.5%
|
| |
10.9%
|
| |
11.8%
|
| ||||||||||||
EBITDA margin (non-GAAP)
|
| |
16.9%
|
| |
16.8%
|
| |
15.0%
|
| |
16.6%
|
| ||||||||||||
Adjusted EBITDA margin (non-GAAP)
|
| |
18.7%
|
| |
18.6%
|
| |
15.6%
|
| |
16.6%
|
|
| | |
Years Ended December 31,
|
| |||||||||||||||||||||
| | |
Pro Forma
|
| |
Historical
|
| ||||||||||||||||||
| | |
2023
|
| |
2023
|
| |
2022
|
| |
2021
|
| ||||||||||||
Diluted earnings per share
|
| | | $ | 1.93 | | | | | $ | 2.05 | | | | | $ | 2.05 | | | | | $ | 2.04 | | |
Plus: | | | | | | | | | | | | | | | | | | | | | | | | | |
One-time separation costs per share(a)
|
| | | $ | 0.34 | | | | | $ | 0.34 | | | | | $ | 0.11 | | | | | $ | — | | |
Less: | | | | | | | | | | | | | | | | | | | | | | | | | |
Tax impact of one-time separation costs per share(a)
|
| | | $ | 0.08 | | | | | $ | 0.08 | | | | | $ | 0.02 | | | | | $ | — | | |
Adjusted earnings per share (non-GAAP)
|
| | | $ | 2.19 | | | | | $ | 2.31 | | | | | $ | 2.13 | | | | | $ | 2.04 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions)
|
| |||||||||||||||
Cash provided by operating activities
|
| | | $ | 189.0 | | | | | $ | 165.7 | | | | | $ | 209.9 | | |
Less: | | | | | | | | | | | | | | | | | | | |
Capital expenditures
|
| | | $ | 45.8 | | | | | $ | 37.5 | | | | | $ | 33.4 | | |
Free cash flow (non-GAAP)
|
| | | $ | 143.2 | | | | | $ | 128.2 | | | | | $ | 176.5 | | |
Plus: | | | | | | | | | | | | | | | | | | | |
One-time separation capital expenditures
|
| | | $ | 9.2 | | | | | $ | 0.5 | | | | | $ | — | | |
Adjusted free cash flow (non-GAAP)
|
| | | $ | 152.4 | | | | | $ | 128.7 | | | | | $ | 176.5 | | |
|
Number of shares of
Atmus Common Stock |
| | = | | |
(a) number of shares of Cummins Common Stock validly tendered by you and accepted by Cummins
|
| |
multiplied by
|
| |
(b) the final exchange ratio
|
|
|
Final exchange ratio
|
| |
= the lesser of:
|
| |
(a) the Average Cummins Price divided by 93% of the Average Atmus Price
|
| | and | | | (b) 13.3965 (the upper limit) | |
Cummins Common Stock
|
| |
Atmus
Common Stock |
| |
Average
Cummins Price |
| |
Average
Atmus Price |
| |
Shares of Atmus
Common Stock per share of Cummins Common Stock validly tendered |
| |
$ Amount of Atmus
Common Stock per $100 of Cummins Common Stock |
| ||||||||||||
As of February 13, 2024
|
| |
As of February 13, 2024
|
| | | $ | 254.1345 | | | | | $ | 22.2332 | | | | | | 12.2908x | | | | | $ | 107.53 | | |
Down 10%
|
| | Up 10% | | | | $ | 228.7211 | | | | | $ | 24.4565 | | | | | | 10.0561x | | | | | $ | 107.53 | | |
Down 10%
|
| | Unchanged | | | | $ | 228.7211 | | | | | $ | 22.2332 | | | | | | 11.0617x | | | | | $ | 107.53 | | |
Down 10%
|
| | Down 10% | | | | $ | 228.7211 | | | | | $ | 20.0099 | | | | | | 12.2907x | | | | | $ | 107.53 | | |
Unchanged
|
| | Up 10% | | | | $ | 254.1345 | | | | | $ | 24.4565 | | | | | | 11.1734x | | | | | $ | 107.53 | | |
Unchanged
|
| | Down 10% | | | | $ | 254.1345 | | | | | $ | 20.0099 | | | | | | 13.3965x | | | | | $ | 105.48(1) | | |
Up 10%
|
| | Up 10% | | | | $ | 279.5480 | | | | | $ | 24.4565 | | | | | | 12.2908x | | | | | $ | 107.53 | | |
Up 10%
|
| | Unchanged | | | | $ | 279.5480 | | | | | $ | 22.2332 | | | | | | 13.3965x | | | | | $ | 106.55(2) | | |
Up 10%
|
| | Down 10% | | | | $ | 279.5480 | | | | | $ | 20.0099 | | | | | | 13.3965x | | | | | $ | 95.89(3) | | |
| | |
Year ended December 31, 2023
|
| |||||||||||||||||||||||||||
In millions, except per share amounts
|
| |
Actual
|
| |
Autonomous
Entity Adjustments |
| |
Note
|
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Pro Forma
|
| ||||||||||||
NET SALES
|
| | | $ | 1,628.1 | | | | | | | | | | | | | | | | | | | | | | | $ | 1,628.1 | | |
Cost of sales
|
| | | | 1,195.4 | | | | | | (0.7) | | | |
(a)
|
| | | | | | | | | | | | | 1,194.7 | | |
GROSS MARGIN
|
| | | | 432.7 | | | | | | 0.7 | | | | | | | | | — | | | | | | | | | 433.4 | | |
OPERATING EXPENSES AND INCOME | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | 174.7 | | | | | | (0.7) | | | |
(a), (b)
|
| | | | | | | | | | | | | 174.0 | | |
Research, development and engineering expenses
|
| | | | 42.5 | | | | | | | | | | | | | | | | | | | | | | | | 42.5 | | |
Equity, royalty and interest income from investees
|
| | | | 33.6 | | | | | | | | | | | | | | | | | | | | | | | | 33.6 | | |
Other operating expenses, net
|
| | | | 0.7 | | | | | | | | | | | | | | | | | | | | | | | | 0.7 | | |
OPERATING INCOME
|
| | | | 248.4 | | | | | | 1.4 | | | | | | | | | — | | | | | | | | | 249.8 | | |
Interest expense
|
| | | | 25.8 | | | | | | | | | | | | | | | 15.3 | | | |
(c)
|
| | | | 41.1 | | |
Other income, net
|
| | | | 3.8 | | | | | | | | | | | | | | | | | | | | | | | | 3.8 | | |
INCOME BEFORE INCOME TAXES
|
| | | | 226.4 | | | | | | 1.4 | | | | | | | | | (15.3) | | | | | | | | | 212.5 | | |
Income tax expense
|
| | | | 55.1 | | | | | | (0.3) | | | |
(d)
|
| | | | (3.7) | | | |
(d)
|
| | | | 51.1 | | |
NET INCOME
|
| | | $ | 171.3 | | | | | $ | 1.7 | | | | | | | | $ | (11.6) | | | | | | | | $ | 161.4 | | |
PER SHARE DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average shares for basic EPS
|
| | | | 83.3 | | | | | | | | | | | | | | | | | | | | | | | | 83.3 | | |
Weighted-average shares for diluted EPS
|
| | | | 83.4 | | | | | | | | | | | | | | | | | | | | | | | | 83.4 | | |
Basic earnings per share
|
| | | $ | 2.06 | | | | | | | | | | | | | | | | | | | | | | | $ | 1.94 | | |
Diluted earnings per share
|
| | | $ | 2.05 | | | | | | | | | | | | | | | | | | | | | | | $ | 1.93 | | |
| | |
Years Ended December 31,
|
| |
Favorable
(Unfavorable) 2023 vs. 2022 |
| |
Favorable
(Unfavorable) 2022 vs. 2021 |
| |||||||||||||||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |
Amount
|
| |
%
|
| |
Amount
|
| |
%
|
| |||||||||||||||||||||
| | |
(in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
NET SALES
|
| | | $ | 1,628.1 | | | | | $ | 1,562.1 | | | | | $ | 1,438.8 | | | | | $ | 66.0 | | | | | | 4.2% | | | | | $ | 123.3 | | | | | | 8.6% | | |
Cost of sales
|
| | | | 1,195.4 | | | | | | 1,202.9 | | | | | | 1,089.5 | | | | | | 7.5 | | | | | | 0.6% | | | | | | (113.4) | | | | | | (10.4)% | | |
GROSS MARGIN
|
| | | | 432.7 | | | | | | 359.2 | | | | | | 349.3 | | | | | | 73.5 | | | | | | 20.5% | | | | | | 9.9 | | | | | | 2.8% | | |
OPERATING EXPENSES AND INCOME
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | 174.7 | | | | | | 139.7 | | | | | | 126.2 | | | | | | (35.0) | | | | | | (25.1)% | | | | | | (13.5) | | | | | | (10.7)% | | |
Research, development and engineering expenses
|
| | | | 42.5 | | | | | | 38.6 | | | | | | 42.0 | | | | | | (3.9) | | | | | | (10.1)% | | | | | | 3.4 | | | | | | 8.1% | | |
Equity, royalty and interest income from investees
|
| | | | 33.6 | | | | | | 28.0 | | | | | | 32.4 | | | | | | 5.6 | | | | | | 20.0% | | | | | | (4.4) | | | | | | (13.6)% | | |
Other operating expense, net
|
| | | | 0.7 | | | | | | 5.0 | | | | | | — | | | | | | 4.3 | | | | | | 86.0% | | | | | | (5.0) | | | | | | —% | | |
OPERATING INCOME
|
| | | | 248.4 | | | | | | 203.9 | | | | | | 213.5 | | | | | | 44.5 | | | | | | 21.8% | | | | | | (9.6) | | | | | | (4.5)% | | |
Interest expense
|
| | | | 25.8 | | | | | | 0.7 | | | | | | 0.8 | | | | | | (25.1) | | | | | | (3585.7)% | | | | | | 0.1 | | | | | | 12.5% | | |
Other income, net
|
| | | | 3.8 | | | | | | 8.8 | | | | | | 3.9 | | | | | | (5.0) | | | | | | (56.8)% | | | | | | 4.9 | | | | | | 125.6% | | |
INCOME BEFORE INCOME TAXES
|
| | | | 226.4 | | | | | | 212.0 | | | | | | 216.6 | | | | | | 14.4 | | | | | | 6.8% | | | | | | (4.6) | | | | | | (2.1)% | | |
Income tax expense
|
| | | | 55.1 | | | | | | 41.6 | | | | | | 46.5 | | | | | | (13.5) | | | | | | (32.5)% | | | | | | 4.9 | | | | | | 10.5% | | |
NET INCOME
|
| | | $ | 171.3 | | | | | $ | 170.4 | | | | | $ | 170.1 | | | | | $ | 0.9 | | | | | | 0.5% | | | | | $ | 0.3 | | | | | | 0.2% | | |
PER SHARE DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings per share
|
| | | $ | 2.06 | | | | | $ | 2.05 | | | | | $ | 2.04 | | | | | $ | 0.01 | | | | | | 0.5% | | | | | $ | 0.01 | | | | | | 0.5% | | |
Diluted earnings per share
|
| | | $ | 2.05 | | | | | $ | 2.05 | | | | | $ | 2.04 | | | | | $ | — | | | | | | —% | | | | | $ | 0.01 | | | | | | 0.5% | | |
| | |
Years Ended December 31,
|
| |
Favorable
(Unfavorable) 2023 vs. 2022 |
| |
Favorable
(Unfavorable) 2022 vs. 2021 |
| |||||||||||||||||||||
Percent of Net sales
|
| |
2023
|
| |
2022
|
| |
2021
|
| |
Percentage Points
|
| |
Percentage Points
|
| |||||||||||||||
Gross margin
|
| | | | 26.6% | | | | | | 23.0% | | | | | | 24.3% | | | | | | 3.6% | | | | | | (1.3)% | | |
Selling, general and administrative expenses
|
| | | | 10.7% | | | | | | 8.9% | | | | | | 8.8% | | | | | | (1.8)% | | | | | | (0.1)% | | |
Research, development and engineering expenses
|
| | | | 2.6% | | | | | | 2.5% | | | | | | 2.9% | | | | | | (0.1)% | | | | | | 0.4% | | |
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions)
|
| |||||||||||||||
Net cash provided by operating activities
|
| | | | 189.0 | | | | | | 165.7 | | | | | | 209.9 | | |
Net cash used in investing activities
|
| | | | (45.8) | | | | | | (37.5) | | | | | | (33.4) | | |
Net cash (used in) provided by financing activities
|
| | | | 24.8 | | | | | | (128.2) | | | | | | (176.5) | | |
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions)
|
| |||||||||||||||
NET INCOME
|
| | | $ | 171.3 | | | | | $ | 170.4 | | | | | $ | 170.1 | | |
Plus: | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 25.8 | | | | | | 0.7 | | | | | | 0.8 | | |
Income tax expense
|
| | | | 55.1 | | | | | | 41.6 | | | | | | 46.5 | | |
Depreciation and amortization
|
| | | | 21.5 | | | | | | 21.6 | | | | | | 21.6 | | |
EBITDA (non-GAAP)
|
| | | $ | 273.7 | | | | | $ | 234.3 | | | | | $ | 239.0 | | |
Plus: | | | | | | | | | | | | | | | | | | | |
One-time separation costs(a)
|
| | | $ | 28.6 | | | | | $ | 9.0 | | | | | $ | — | | |
Adjusted EBITDA (non-GAAP)
|
| | | $ | 302.3 | | | | | $ | 243.3 | | | | | $ | 239.0 | | |
Net sales
|
| | | $ | 1,628.1 | | | | | $ | 1,562.1 | | | | | $ | 1,438.8 | | |
Net income margin
|
| |
10.5%
|
| |
10.9%
|
| |
11.8%
|
| |||||||||
EBITDA margin (non-GAAP)
|
| |
16.8%
|
| |
15.0%
|
| |
16.6%
|
| |||||||||
Adjusted EBITDA margin (non-GAAP)
|
| |
18.6%
|
| |
15.6%
|
| |
16.6%
|
|
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(per share)
|
| |||||||||||||||
Diluted earnings per share
|
| | | $ | 2.05 | | | | | $ | 2.05 | | | | | $ | 2.04 | | |
Plus: | | | | | | | | | | | | | | | | | | | |
One-time separation costs(a)
|
| | | $ | 0.34 | | | | | $ | 0.11 | | | | | $ | — | | |
Less: | | | | | | | | | | | | | | | | | | | |
Tax impact of one-time separation costs(a)
|
| | | $ | 0.08 | | | | | $ | 0.02 | | | | | $ | — | | |
Adjusted earnings per share (non-GAAP)
|
| | | $ | 2.31 | | | | | $ | 2.13 | | | | | $ | 2.04 | | |
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions)
|
| |||||||||||||||
Cash provided by operating activities
|
| | | $ | 189.0 | | | | | $ | 165.7 | | | | | $ | 209.9 | | |
Less: | | | | | | | | | | | | | | | | | | | |
Capital expenditures
|
| | | $ | 45.8 | | | | | $ | 37.5 | | | | | $ | 33.4 | | |
Free cash flow (non-GAAP)
|
| | | $ | 143.2 | | | | | $ | 128.2 | | | | | $ | 176.5 | | |
Plus: | | | | | | | | | | | | | | | | | | | |
One-time separation capital expenditures
|
| | | $ | 9.2 | | | | | $ | 0.5 | | | | | $ | — | | |
Adjusted free cash flow (non-GAAP)
|
| | | $ | 152.4 | | | | | $ | 128.7 | | | | | $ | 176.5 | | |
Facility Type
|
| |
U.S. Facilities
|
| |
Facilities Outside the U.S.
|
|
Headquarters
|
| | Tennessee: Nashville (30,500 square feet), leased. | | | | |
Manufacturing
|
| | Wisconsin: Neillsville (166,000 square feet), owned. | | | Australia: Kilsyth (129,000 square feet), leased. | |
| | | | | | Brazil: São Paulo (76,000 square feet), leased. | |
| | | | | | China: Shanghai (109,000 square feet), leased. | |
| | | | | | Mexico: San Luis Potosi (472,000 square feet), leased. | |
| | | | | | South Africa: Johannesburg (30,200 square feet), leased. | |
| | | | | | South Korea: Mado (95,000 square feet), leased (under development); Suwon (64,000 square feet), owned. | |
Facility Type
|
| |
U.S. Facilities
|
| |
Facilities Outside the U.S.
|
|
Technology
|
| | Wisconsin: Stoughton (59,000 square feet), leased. | | | China: Wuhan (23,000 square feet), leased. | |
| | | | | |
India: Pune (20,500 square feet), leased.
|
|
Manufacturing and technology
|
| | Tennessee: Cookeville (385,000 square feet), leased. | | | France: Quimper (98,000 square feet), owned. | |
Name
|
| |
Age
|
| |
Position
|
|
Stephanie J. Disher | | |
48
|
| | Chief Executive Officer | |
Jack Kienzler | | |
38
|
| | Chief Financial Officer | |
Renee Swan | | |
43
|
| | Chief People Officer | |
Charles Masters | | |
51
|
| | Vice President, Engine Products | |
Toni Y. Hickey | | |
50
|
| | Chief Legal Officer and Corporate Secretary | |
Name
|
| |
Age
|
| |
Term
Expires |
| |
Position
|
| |
Cummins Designee
|
|
Stephen Macadam | | |
63
|
| |
2025
|
| |
Director and Non-Executive Chairman
|
| |
No
|
|
Sharon Barner | | |
66
|
| |
2024
|
| | Director | | |
Yes
|
|
R. Edwin Bennett | | |
62
|
| |
2025
|
| | Director | | |
No
|
|
Cristina Burrola | | |
51
|
| |
2025
|
| | Director | | |
Yes
|
|
Stephanie J. Disher | | |
48
|
| |
2026
|
| | Director | | |
No
|
|
Gretchen Haggerty | | |
68
|
| |
2024
|
| | Director | | |
No
|
|
Jane Leipold | | |
63
|
| |
2024
|
| | Director | | |
No
|
|
Earl Newsome | | |
61
|
| |
2026
|
| | Director | | |
Yes
|
|
Tony Satterthwaite | | |
63
|
| |
2026
|
| | Director | | |
Yes
|
|
Mark Smith | | |
56
|
| |
2024
|
| | Director | | |
Yes
|
|
Nathan Stoner | | |
47
|
| |
2026
|
| | Director | | |
Yes
|
|
Name
|
| |
Age
|
| |
Term
Expires |
| |
Position
|
| |
Cummins Designee
|
|
Stephen Macadam | | |
63
|
| |
2025
|
| |
Director and Non-Executive Chairman
|
| |
No
|
|
R. Edwin Bennett | | |
62
|
| |
2025
|
| | Director | | |
No
|
|
Stephanie J. Disher | | |
48
|
| |
2026
|
| | Director | | |
No
|
|
Diego Donoso | | |
56
|
| |
2026
|
| | Director | | |
No
|
|
Gretchen Haggerty | | |
68
|
| |
2024
|
| | Director | | |
No
|
|
Jane Leipold | | |
63
|
| |
2024
|
| | Director | | |
No
|
|
Stuart A. Taylor II | | |
63
|
| |
2026
|
| | Director | | |
No
|
|
Compensation Element
|
| |
Form of Payment
|
| |
Performance Metrics
|
| |
Rationale
|
|
Base salary
|
| | Cash | | | Executive’s role and individual performance within the role | | | Market-based to attract and retain skilled executives. Designed to recognize scope of responsibility, individual performance and experience. | |
Annual bonus
|
| | Cash | | | Earnings before interest, taxes, depreciation and amortization and certain adjustments (“Adjusted EBITDA”) | | | Considered to be a significant driver of the value of Atmus’ business and appropriately balancing growth and profitability. | |
Long-term incentive compensation
|
| | Performance shares (“PSUs”) (70%) and Restricted share units (“RSUs”) (30%) | | | For PSUs, cumulative Adjusted EBITDA over a three-year period and three-year average return on invested capital (“ROIC”), each weighted at 50% | | | Adjusted EBITDA and ROIC provide an incentive to balance profitable growth and returns to shareholders. | |
|
A.O. Smith Corporation (AOS)
|
| |
Chart Industries, Inc. (GTLS)
|
| |
CIRCOR International, Inc. (CIR)
|
| |
Donaldson Company Inc. (DCI)
|
|
| Enerflex Ltd. (EFXT) | | |
EnPro Industries, Inc. (NPO)
|
| |
ESCO Technologies Inc. (ESE)
|
| |
Evoqua Water Technologies Corp. (AQUA)
|
|
| IDEX Corporation (IEX) | | |
Franklin Electric Co., Inc. (FELE)
|
| |
Gates Industrial Corporation plc (GTES)
|
| | Graco Inc. (GGG) | |
|
Watts Water Technologies, Inc. (WTS)
|
| |
Flowserve Corporation (FLS)
|
| | Pentair plc (PNR) | | |
SPX Technologies, Inc. (SPX)
|
|
|
WHAT ATMUS DOES
|
| |
WHAT ATMUS DOES NOT DO
|
|
| Set clear financial goals that Atmus believes are challenging yet achievable, meet or exceed competitive standards, and will enhance shareholder value over time | | | Atmus does not allow backdating or repricing of stock options | |
| Use different measures to ensure Atmus’ executives focus on both annual and longer-term goals | | | Atmus does not have separate employment contracts with its executive officers | |
| Tie incentive awards for all participants at least in part to overall company performance to reinforce the importance of the company’s success and to encourage collaboration and teamwork | | | Atmus does not guarantee salary increases, bonuses or equity grants for its executive officers | |
| Encourage executives to focus on the sustained long-term growth of Atmus and promote retention by vesting performance-based awards only at the end of the performance or service period | | | Atmus will not gross-up excise taxes that may be imposed on payments to its executive officers in connection with a change in control | |
| Cap payouts under Atmus’ short- and long-term incentive compensation plans at 200% of the target awards | | | Atmus’ perquisites do not constitute a major element of its executive compensation program | |
| Require all incentive awards for senior executives be subject to clawback and cancellation provisions | | | Atmus does not permit officers or directors to engage in pledging, hedging or similar types of transactions with respect to Atmus Common Stock | |
| Maintain a TMCC that is advised by an outside, independent compensation consultant | | | | |
| Complete an annual assessment of the risk associated with Atmus’ compensation program | | | | |
| Require executive officers and outside directors to maintain prescribed stock ownership levels | | | | |
| Subject Atmus’ executives to double trigger change in control provisions | | | | |
| | |
Annual Salary
|
| |||||||||
Officer
|
| |
2023 Pre-IPO(1)
|
| |
2023 Post-IPO
|
| ||||||
Stephanie J. Disher
|
| | | $ | 550,000 | | | | | $ | 800,000 | | |
Jack Kienzler
|
| | | $ | 318,000 | | | | | $ | 480,000 | | |
Renee Swan
|
| | | | — | | | | | $ | 400,000 | | |
Toni Y. Hickey
|
| | | $ | 352,083 | | | | | $ | 416,000 | | |
Charles Masters
|
| | | $ | 339,369 | | | | | $ | 417,000 | | |
| | |
Target Bonus as % of Salary
|
| |||||||||
Officer
|
| |
2023 Pre-IPO
|
| |
2023 Post-IPO
|
| ||||||
Stephanie J. Disher
|
| | | | 60% | | | | | | 100% | | |
Jack Kienzler
|
| | | | 30% | | | | | | 60% | | |
Renee Swan
|
| | | | — | | | | | | 50% | | |
Toni Y. Hickey
|
| | | | 30% | | | | | | 50% | | |
Charles Masters
|
| | | | 30% | | | | | | 50% | | |
| | |
Atmus Adjusted
EBITDA Goal |
| |
Goal as %
of Target |
| |
Payout
as % of Target(1) |
| ||||||
Maximum
|
| |
$310 million
|
| | | | ≥115% | | | | | | 200% | | |
Target
|
| |
$270 million
|
| | | | 100% | | | | | | 100% | | |
Threshold
|
| |
$230 million
|
| | | | 85% | | | | | | 10% | | |
<Threshold
|
| |
≤$230 million
|
| | | | <85% | | | | | | 0 | | |
| | |
Payouts
as % of Target(1) |
| |||
Maximum
|
| | | | 200% | | |
Target
|
| | | | 100% | | |
Threshold
|
| | | | 10% | | |
<Threshold
|
| | | | 0% | | |
| | |
2023 Target Long-Term
Equity Incentive Value |
| |
Launch Grant Value
|
| ||||||
Stephanie J. Disher
|
| | | $ | 2,800,000 | | | | | $ | 3,000,000 | | |
Jack Kienzler
|
| | | $ | 680,000 | | | | | $ | 600,000 | | |
Renee Swan
|
| | | $ | 350,000 | | | | | $ | 300,000 | | |
Toni Y. Hickey
|
| | | $ | 350,000 | | | | | $ | 300,000 | | |
Charles Masters
|
| | | $ | 350,000 | | | | | $ | 300,000 | | |
| | |
Adjusted EBITDA ($M)
|
| |
Payout (% Target)
|
| |||
Maximum
|
| |
≥152
|
| | | | 200% | | |
Target
|
| |
$132
|
| | | | 100% | | |
Threshold
|
| |
$112
|
| | | | 10% | | |
<Threshold
|
| |
<$112
|
| | | | 0% | | |
| | |
Adjusted EBITDA ($M)
|
| |
Payout (% Target)
|
| ||||||
Actual
|
| | | $ | 145 | | | | | | 160% | | |
|
PAY MIX
|
| |
PERFORMANCE-BASED
MEASUREMENT |
| |
TIME HORIZON
|
|
| The three primary elements of Atmus’ executive compensation program are base salary, annual bonus, and long-term incentive compensation. Atmus references the median of the market for its total compensation package. This approach mitigates the need for executives to take significant risks to earn average competitive compensation and also ensures that the interests of Atmus’ executives are closely aligned with those of its shareholders. | | | The performance goals (Adjusted EBITDA and/or ROIC) set forth in Atmus’ annual bonus and long-term incentive plans are based upon budgeted levels that are reviewed and approved by the TMCC. Atmus believes these goals are challenging yet attainable at their targeted levels without the need to take inappropriate risks, take actions that would violate Atmus’ code of conduct, or make material changes to its long-term business strategy or operations. Payouts under both incentive plans are capped at 200% of target to make it less likely that executives would pursue outsized short-term achievements at the expense of the long term. | | | Atmus’ long-term incentive plan awards are based on a three-year performance period, which encourages its employees to focus on the sustained growth of Atmus rather than seeking potentially unsustainable short-term gains. | |
CLAWBACK POLICY
|
| |
OTHER RISK MITIGATORS
|
| |
EXCLUSION OF UNUSUAL ITEMS
|
|
Consistent with SEC and NYSE requirements, Atmus has implemented a policy that executive officers are subject to recoupment of incentive-based compensation in the event of a qualifying accounting restatement in accordance with Atmus’ recoupment policy, as described below | | | Atmus will pay incentive compensation only after its audited financial results are complete and the TMCC has confirmed Atmus’ performance results and the associated incentive awards. Additionally, Atmus has stock ownership requirements for all officers that ensure the interests of its leaders and shareholders are aligned. Atmus also prohibits officers from engaging in forms of hedging or monetization transactions involving the establishment of a short position in its securities and from entering into any arrangement that, directly or indirectly, involves the use of its securities as collateral for a loan. | | | In measuring financial performance under Atmus’ annual short- and long-term incentive plans, the TMCC has discretion to adjust performance results that reflect significant transactions or other unusual items if such events were not anticipated at the time performance targets were initially established. Atmus believes allowing these exclusions ensures its executives will focus on the merits of proposed transactions for Atmus rather than the effect a proposed action may have on incentive compensation. | |
|
For Atmus’ Chief Executive Officer
|
| |
For Other Leadership Officers, including NEOs other than the CEO
|
|
| Severance equal to two years’ salary, paid monthly over two years, plus a pro-rated annual bonus for the year in which termination occurs, calculated at the actual payout factor and paid at the normal time | | | Severance equal to one year’s salary, paid monthly over one year, plus a pro-rated actual bonus for the year in which termination occurs, calculated at the actual payout factor and paid at the normal time | |
| Health insurance, outplacement service and financial counseling benefits paid during the continuation severance period | | | Health insurance, outplacement service and financial counseling benefits paid during the continuation severance period | |
|
For Atmus’ Chief Executive Officer
|
| |
For Atmus’ NEOs Other Than Its CEO
|
|
|
•
Severance equal to three times the sum of annual salary plus the annual target bonus
•
Health insurance, outplacement service and financial counseling benefits
|
| |
•
Severance equal to two times the sum of annual salary plus the annual target bonus
•
Health insurance, outplacement service and financial counseling benefits
|
|
Position
|
| |
Required Value of Company Stock Ownership
|
|
Chief Executive Officer | | | 5 times salary | |
Chief Financial Officer | | | 3 times salary | |
Chief People Officer | | | 2 times salary | |
Chief Legal Officer & Corporate Secretary | | | 2 times salary | |
VP Engine Products | | | 2 times salary | |
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
|
| |
Bonus(1)
|
| |
Stock
Awards(2) |
| |
Option
Awards(3) |
| |
Non-Equity
Incentive Plan Compensation(4) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(5) |
| |
All Other
Compensation(6) |
| |
Total
|
| |||||||||||||||||||||||||||
Stephanie J. Disher
Chief Executive Officer |
| | | | 2023 | | | | | $ | 684,201 | | | | | $ | — | | | | | $ | 6,542,409 | | | | | | | | | | | $ | 1,182,371 | | | | | $ | 325,586 | | | | | $ | 48,933 | | | | | $ | 8,783,500 | | |
| | | 2022 | | | | | $ | 392,045 | | | | | $ | — | | | | | $ | 195,012 | | | | | | — | | | | | $ | 189,894 | | | | | $ | — | | | | | $ | 129,942 | | | | | $ | 906,893 | | | ||
Jack Kienzler
Chief Financial Officer |
| | | | 2023 | | | | | $ | 408,563 | | | | | $ | 64,688 | | | | | $ | 1,419,425 | | | | | | | | | | | $ | 435,617 | | | | | $ | 47,899 | | | | | $ | 70,581 | | | | | $ | 2,446,772 | | |
| | | 2022 | | | | | $ | 272,541 | | | | | $ | 63,750 | | | | | $ | 27,260 | | | | | | — | | | | | $ | 86,039 | | | | | $ | — | | | | | $ | 33,077 | | | | | $ | 482,667 | | | ||
Renee Swan
Chief People Officer(7) |
| | | | 2023 | | | | | $ | 153,030 | | | | | $ | 122,640 | | | | | $ | 1,335,801 | | | | | | | | | | | $ | 137,727 | | | | | $ | — | | | | | $ | 7,868 | | | | | $ | 1,757,066 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Toni Y. Hickey
Chief Legal Officer and Corporate Secretary |
| | | | 2023 | | | | | $ | 386,204 | | | | | $ | 25,796 | | | | | $ | 767,246 | | | | | | | | | | | $ | 334,142 | | | | | $ | 53,611 | | | | | $ | 63,733 | | | | | $ | 1,630,733 | | |
| | | 2022 | | | | | $ | 332,031 | | | | | $ | 50,610 | | | | | $ | 27,260 | | | | | | — | | | | | $ | 93,104 | | | | | $ | — | | | | | $ | 30,680 | | | | | $ | 533,685 | | | ||
Charles Masters
Vice President, Engine Products |
| | | | 2023 | | | | | $ | 380,121 | | | | | $ | 30,877 | | | | | $ | 805,835 | | | | | | | | | | | $ | 341,050 | | | | | $ | 56,739 | | | | | $ | 18,297 | | | | | $ | 1,632,919 | | |
| | | 2022 | | | | | $ | 311,098 | | | | | $ | 30,350 | | | | | $ | 39,981 | | | | | | — | | | | | $ | 96,904 | | | | | $ | — | | | | | $ | 11,885 | | | | | $ | 490,218 | | |
Name of Officer
|
| |
2023 Annual
LTI |
| |
2023 Launch
Grant |
| |
Converted
Award (2021 – 23 Stub Cycle) |
| |
Converted
Award (2022 – 24 Stub Cycle) |
| |
Off-Cycle
Sign-On Equity |
| |
Total
|
| ||||||||||||||||||
Stephanie J. Disher
|
| | | $ | 3,014,878 | | | | | $ | 2,968,465 | | | | | $ | 243,730 | | | | | $ | 315,337 | | | | | $ | — | | | | | $ | 6,542,409 | | |
Jack Kienzler
|
| | | $ | 732,184 | | | | | $ | 593,702 | | | | | $ | 49,298 | | | | | $ | 44,241 | | | | | $ | — | | | | | $ | 1,419,425 | | |
Renee Swan
|
| | | $ | 346,320 | | | | | $ | 296,839 | | | | | $ | — | | | | | $ | — | | | | | $ | 692,641 | | | | | $ | 1,335,801 | | |
Toni Y. Hickey
|
| | | $ | 376,868 | | | | | $ | 296,839 | | | | | $ | 49,298 | | | | | $ | 44,241 | | | | | $ | — | | | | | $ | 767,246 | | |
Charles Masters
|
| | | $ | 376,868 | | | | | $ | 296,839 | | | | | $ | 67,898 | | | | | $ | 64,229 | | | | | $ | — | | | | | $ | 805,835 | | |
Name of Officer
|
| |
Annual Bonus Plan
|
| |
Performance Cash
|
| |
Total
|
| |||||||||
Stephanie J. Disher
|
| | | $ | 1,092,062 | | | | | $ | 90,309 | | | | | $ | 1,182,371 | | |
Jack Kienzler
|
| | | $ | 417,555 | | | | | $ | 18,062 | | | | | $ | 435,617 | | |
Renee Swan
|
| | | $ | 137,727 | | | | | | — | | | | | $ | 137,727 | | |
Toni Y. Hickey
|
| | | $ | 316,080 | | | | | $ | 18,062 | | | | | $ | 334,142 | | |
Charles Masters
|
| | | $ | 315,764 | | | | | $ | 25,286 | | | | | $ | 341,050 | | |
| | |
Stephanie J.
Disher |
| |
Jack
Kienzler |
| |
Renee
Swan |
| |
Toni Y.
Hickey |
| |
Charles
Masters |
| |||||||||||||||
Cummins Pension Plan A (Qualified)
|
| | | $ | 14,365 | | | | | $ | 30,565 | | | | | $ | — | | | | | $ | 35,584 | | | | | $ | 44,525 | | |
Cummins Excess Benefit Plan (Non-qualified)
|
| | | $ | 21,002 | | | | | $ | 17,334 | | | | | $ | — | | | | | $ | 18,027 | | | | | $ | 12,214 | | |
Supplemental Life Insurance and Deferred Income Program (Non-qualified)
|
| | | $ | 290,219 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Sub-total
|
| | | $ | 325,586 | | | | | $ | 47,899 | | | | | $ | — | | | | | $ | 53,611 | | | | | $ | 56,739 | | |
Above-market earnings on non-qualified deferred compensation
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
TOTAL
|
| | | $ | 325,586 | | | | | $ | 47,899 | | | | | $ | — | | | | | $ | 53,611 | | | | | $ | 56,739 | | |
Name of Officer
|
| |
Company
Contributions under Cummins Retirement Savings Plan |
| |
Other(1)
|
| |
Total
|
| |||||||||
Stephanie J. Disher
|
| | | $ | 12,050 | | | | | $ | 36,883 | | | | | $ | 48,933 | | |
Jack Kienzler
|
| | | $ | 12,050 | | | | | $ | 58,531 | | | | | $ | 70,581 | | |
Renee Swan
|
| | | $ | 3,265 | | | | | $ | 4,603 | | | | | $ | 7,868 | | |
Toni Y. Hickey
|
| | | $ | 12,050 | | | | | $ | 51,683 | | | | | $ | 63,733 | | |
Charles Masters
|
| | | $ | 12,050 | | | | | $ | 6,247 | | | | | $ | 18,297 | | |
Name
|
| | | | |
Grant
Date |
| |
Date of
Committee Action |
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
Stock
Awards Number of Shares or |
| |
Awards:
Number of Securities Underlying |
| |
Exercise
or Base Price of Option |
| |
Grant
Date Fair Value of Stock and Option |
| ||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |
Units
(#) |
| |
Options
(#) |
| |
Awards
(#) |
| |
Awards
($)(1) |
| |||||||||||||||||||||||||||||||||||
Stephanie J. Disher
|
| |
Atmus AIP(1)
|
| |
—
|
| | | | | | | 60,670 | | | | | | 606,701 | | | | | | 1,213,403 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Atmus Performance
Cash Award(2) |
| |
6/16/23
|
| | | | | | | N/A | | | | | | 90,308 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Atmus Performance
Cash Award(3) |
| |
6/16/23
|
| | | | | | | N/A | | | | | | 64,015 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Atmus PSUs(4) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 158 | | | | | | 1,581 | | | | | | 3,162 | | | | | | | | | | | | | | | | | $ | 31,351 | | | ||
| Atmus PSUs(5) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 579 | | | | | | 5,791 | | | | | | 11,582 | | | | | | | | | | | | | | | | | $ | 114,836 | | | ||
| Atmus PSUs(6) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 9,401 | | | | | | 94,005 | | | | | | 188,010 | | | | | | | | | | | | | | | | | $ | 2,110,412 | | | ||
| Atmus RSU(7) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,821 | | | | | | | | | | | $ | 412,880 | | | ||
| Atmus RSU(8) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,288 | | | | | | | | | | | $ | 904,466 | | | ||
| Atmus RSU(9) | | |
8/14/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 126,103 | | | | | | | | | | | $ | 2,968,465 | | | ||
Jack Kienzler
|
| |
Atmus AIP(1)
|
| |
—
|
| | | | | | | 23,198 | | | | | | 231,975 | | | | | | 463,950 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Atmus Performance
Cash Award(2) |
| |
6/16/23
|
| | | | | | | N/A | | | | | | 18,062 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Atmus Performance
Cash Award(3) |
| |
6/16/23
|
| | | | | | | N/A | | | | | | 9,145 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Atmus PSUs(4) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 32 | | | | | | 320 | | | | | | 640 | | | | | | | | | | | | | | | | | $ | 6,346 | | | ||
| Atmus PSUs(5) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 81 | | | | | | 808 | | | | | | 1,616 | | | | | | | | | | | | | | | | | $ | 16,023 | | | ||
| Atmus PSUs(6) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 2,283 | | | | | | 22,830 | | | | | | 45,660 | | | | | | | | | | | | | | | | | $ | 512,534 | | | ||
| Atmus RSU(7) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,589 | | | | | | | | | | | $ | 71,170 | | | ||
| Atmus RSU(8) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,784 | | | | | | | | | | | $ | 219,651 | | | ||
| Atmus RSU(9) | | |
8/14/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,221 | | | | | | | | | | | $ | 593,702 | | | ||
Renee Swan
|
| |
Atmus AIP(1)
|
| |
—
|
| | | | | | | 7,652 | | | | | | 76,515 | | | | | | 153,030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Atmus PSUs(6) | | |
8/14/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 1,030 | | | | | | 10,298 | | | | | | 20,596 | | | | | | | | | | | | | | | | | $ | 242,415 | | | ||
| Atmus RSU(8) | | |
8/14/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,414 | | | | | | | | | | | $ | 103,906 | | | ||
| Atmus RSU(9) | | |
8/14/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,610 | | | | | | | | | | | $ | 296,839 | | | ||
| Atmus RSU(10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,424 | | | | | | | | | | | $ | 692,641 | | | ||
Toni Y. Hickey
|
| |
Atmus AIP(1)
|
| |
—
|
| | | | | | | 17,560 | | | | | | 175,600 | | | | | | 351,200 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Atmus Performance
Cash Award(2) |
| |
6/16/23
|
| | | | | | | N/A | | | | | | 18,062 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Atmus Performance
Cash Award(3) |
| |
6/16/23
|
| | | | | | | N/A | | | | | | 9,145 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Atmus PSUs(4) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 32 | | | | | | 320 | | | | | | 640 | | | | | | | | | | | | | | | | | $ | 6,346 | | | ||
| Atmus PSUs(5) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 81 | | | | | | 808 | | | | | | 1,616 | | | | | | | | | | | | | | | | | $ | 16,023 | | | ||
| Atmus PSUs(6) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 1,175 | | | | | | 11,751 | | | | | | 23,502 | | | | | | | | | | | | | | | | | $ | 263,810 | | | ||
| Atmus RSU(7) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,589 | | | | | | | | | | | $ | 71,170 | | | ||
| Atmus RSU(8) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,036 | | | | | | | | | | | $ | 113,058 | | | ||
| Atmus RSU(9) | | |
8/14/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,610 | | | | | | | | | | | $ | 296,839 | | | ||
Charles Masters
|
| |
Atmus AIP(1)
|
| |
—
|
| | | | | | | 17,542 | | | | | | 175,424 | | | | | | 350,849 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Atmus Performance
Cash Award(2) |
| |
6/16/23
|
| | | | | | | N/A | | | | | | 25,286 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Atmus Performance
Cash Award(3) |
| |
6/16/23
|
| | | | | | | | | | | | | 12,803 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Atmus PSUs(4) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 44 | | | | | | 440 | | | | | | 880 | | | | | | | | | | | | | | | | | $ | 8,725 | | | ||
| Atmus PSUs(5) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 119 | | | | | | 1,185 | | | | | | 2,370 | | | | | | | | | | | | | | | | | $ | 23,499 | | | ||
| Atmus PSUs(6) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | 1,175 | | | | | | 11,751 | | | | | | 23,502 | | | | | | | | | | | | | | | | | $ | 263,810 | | | ||
| Atmus RSU(7) | | |
6/16/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,038 | | | | | | | | | | | $ | 99,904 | | | ||
| Atmus RSU(8) | | |
6/30/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,036 | | | | | | | | | | | $ | 113,058 | | | ||
| Atmus RSU(9) | | |
8/14/23
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,610 | | | | | | | | | | | $ | 296,839 | | |
| | | | | |
Number of Securities
Underlying Unexercised Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares of Units of Stock that Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| ||||||||||||||||||||||||
Name
|
| |
Nature of Award
|
| |
Exercisable
|
| |
Unexercisable
|
| |||||||||||||||||||||||||||||||||||||||
Stephanie J. Disher
|
| |
Cummins Option Award
|
| | | | 750(1) | | | | | | | | $ | 142.12 | | | | | | 5/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cummins Option Award
|
| | | | 860(2) | | | | | | | | $ | 163.43 | | | | | | 5/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Cummins Option Award
|
| | | | 610(3) | | | | | | | | $ | 160.10 | | | | | | 4/3/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 20,281(4) | | | | | $ | 489,085 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 40,288(5) | | | | | $ | 946,365 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 126,103(6) | | | | | $ | 2,962,159 | | | | | | | | | | | | | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,581(7) | | | | | $ | 37,138 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,791(8) | | | | | $ | 136,031 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 94,005(9) | | | | | $ | 2,208,177 | | | ||
Jack Kienzler
|
| |
Cummins Option Award
|
| | | | 530(1) | | | | | | | | $ | 142.12 | | | | | | 5/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cummins RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 17(10) | | | | | $ | 4,073 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 3,589(4) | | | | | $ | 84,306 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 9,784(5) | | | | | $ | 229,826 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 25,221(6) | | | | | $ | 592,441 | | | | | | | | | | | | | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 320(7) | | | | | $ | 7,517 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 808(8) | | | | | $ | 18,980 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,830(9) | | | | | $ | 536,277 | | | ||
Renee Swan
|
| |
Atmus RSU Award
|
| | | | | | | | | | | | | | | | | | | | | | | | | 4,414(5) | | | | | $ | 103,685 | | | | | | | | | | | | | | |
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 12,610(6) | | | | | $ | 296,209 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 29,424(11) | | | | | $ | 691,170 | | | | | | | | | | | | | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,298(9) | | | | | $ | 241,900 | | | ||
Toni Y. Hickey
|
| |
Cummins Option Award
|
| | | | 530(1) | | | | | | | | $ | 142.12 | | | | | | 5/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cummins RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 17(10) | | | | | $ | 4,073 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 3,589(4) | | | | | $ | 84,306 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 5,036(5) | | | | | $ | 118,296 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 12,610(6) | | | | | $ | 296,209 | | | | | | | | | | | | | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 320(7) | | | | | $ | 7,517 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 808(8) | | | | | $ | 18,980 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,751(9) | | | | | $ | 276,031 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Number of Securities
Underlying Unexercised Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares of Units of Stock that Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| ||||||||||||||||||||||||
Name
|
| |
Nature of Award
|
| |
Exercisable
|
| |
Unexercisable
|
| |||||||||||||||||||||||||||||||||||||||
Charles Masters
|
| |
Cummins Option Award
|
| | | | 750(1) | | | | | | | | $ | 142.12 | | | | | | 5/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cummins Option Award
|
| | | | 860(2) | | | | | | | | $ | 163.43 | | | | | | 5/26/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Cummins Option Award
|
| | | | 610(3) | | | | | | | | $ | 160.10 | | | | | | 4/3/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Cummins Option Award
|
| | | | 815(12) | | | | | | | | $ | 149.72 | | | | | | 4/3/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Cummins Option Award
|
| | | | 1,550(13) | | | | | | | | $ | 109.09 | | | | | | 4/4/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Cummins Option Award
|
| | | | 720(14) | | | | | | | | $ | 136.82 | | | | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Cummins Option Award
|
| | | | 100(16) | | | | | | | | $ | 134.96 | | | | | | 2/10/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Cummins Option Award
|
| | | | 350(17) | | | | | | | | $ | 149.34 | | | | | | 4/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| Cummins RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 17(10) | | | | | $ | 4,073 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 5,038(4) | | | | | $ | 118,343 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 5,036(5) | | | | | $ | 118,296 | | | | | | | | | | | | | | | ||
| Atmus RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | 12,610(6) | | | | | $ | 296,209 | | | | | | | | | | | | | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 440(7) | | | | | $ | 10,336 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,185(8) | | | | | $ | 27,836 | | | ||
| Atmus PSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,751(9) | | | | | $ | 276,031 | | |
Name
|
| |
Number of
Shares Acquired on Exercise (#)(1) |
| |
Value Realized
on Exercise ($)(2) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
Stephanie J. Disher
|
| | | | — | | | | | | — | | | | | | 144(3) | | | | | | 35,886.(4) | | |
Jack Kienzler
|
| | | | — | | | | | | — | | | | | | 99(3) | | | | | | 24,672(4) | | |
| | | | | | | | | | | | | | | | | 8(5) | | | | | | 1,791(6) | | |
Renee Swan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Toni Y. Hickey
|
| | | | — | | | | | | — | | | | | | 99(3) | | | | | | 24,672(4) | | |
| | | | | | | | | | | | | | | | | 8(5) | | | | | | 1,791(6) | | |
Charles Masters
|
| | | | — | | | | | | — | | | | | | 144(3) | | | | | | 35,886(4) | | |
| | | | | | | | | | | | | | | | | 8(5) | | | | | | 1,791(6) | | |
Name
|
| |
Plan Name
|
| |
Number of
Years of Credited Service (#) |
| |
Present
Value of Accumulated Benefit ($) |
| |
Payments
During Last Fiscal Year ($) |
| |||||||||
Stephanie J. Disher
|
| |
Cummins Pension Plan (Qualified)
|
| | | | 10 | | | | | $ | 32,481 | | | | | $ | — | | |
| Excess Benefit Retirement Plan (Non-qualified) | | | | | 10 | | | | | $ | 38,213 | | | | | $ | — | | | ||
|
Supplemental Life Insurance and Deferred Income Plan
(Non-qualified) |
| | | | 10 | | | | | $ | 646,302 | | | | | $ | — | | | ||
Jack Kienzler
|
| |
Cummins Pension Plan (Qualified)
|
| | | | 10 | | | | | $ | 107,396 | | | | | $ | — | | |
| Excess Benefit Retirement Plan (Non-qualified) | | | | | 10 | | | | | $ | 18,952 | | | | | $ | — | | | ||
|
Supplemental Life Insurance and Deferred Income Plan
(Non-qualified) |
| | | | 10 | | | | | $ | — | | | | | $ | — | | | ||
Renee Swan
|
| |
Cummins Pension Plan (Qualified)
|
| | | | 0 | | | | | $ | — | | | | | $ | — | | |
| Excess Benefit Retirement Plan (Non-qualified) | | | | | 0 | | | | | $ | — | | | | | $ | — | | | ||
|
Supplemental Life Insurance and Deferred Income Plan
(Non-qualified) |
| | | | 0 | | | | | $ | — | | | | | $ | — | | | ||
Toni Y. Hickey
|
| |
Cummins Pension Plan (Qualified)
|
| | | | 11 | | | | | $ | 179,047 | | | | | $ | — | | |
| Excess Benefit Retirement Plan (Non-qualified) | | | | | 11 | | | | | $ | 63,472 | | | | | $ | — | | | ||
|
Supplemental Life Insurance and Deferred Income Plan
(Non-qualified) |
| | | | 11 | | | | | $ | — | | | | | $ | — | | | ||
Charles Masters
|
| |
Cummins Pension Plan (Qualified)
|
| | | | 20 | | | | | $ | 280,479 | | | | | $ | — | | |
| Excess Benefit Retirement Plan (Non-qualified) | | | | | 20 | | | | | $ | 25,671 | | | | | $ | — | | | ||
|
Supplemental Life Insurance and Deferred Income Plan
(Non-qualified) |
| | | | 20 | | | | | $ | — | | | | | $ | — | | |
|
For Atmus’ Chief Executive Officer
|
| |
For Other Leadership Officers, including NEOs other than the CEO
|
|
|
•
Severance equal to two years’ salary, paid monthly over two years, plus a pro-rated annual bonus for the year in which termination occurs, calculated at the actual payout factor and paid at the normal time
|
| |
•
Severance equal to one year’s salary, paid monthly over one year, plus a pro-rated actual bonus for the year in which termination occurs, calculated at the actual payout factor and paid at the normal time
|
|
|
•
Health insurance, outplacement service and financial counseling benefits paid during the salary continuation period
|
| |
•
Health insurance, outplacement service and financial counseling benefits paid during the salary continuation period
|
|
|
Death or Disability Occurring During:
|
| |
Payout Factor
|
|
| Year 1 of Performance Period | | |
Target
|
|
| Year 2 of Performance Period | | |
Year 1 PSUs’ payout factor will be based on actual
performance results for year 1; the payout factor for the remaining portion of the pro rata PSUs will be target |
|
| Year 3 of Performance Period | | |
Actual payout factor for the full performance period
|
|
Stephanie J. Disher
|
| |
Voluntary
Termination |
| |
Involuntary
Not-for-Cause Termination |
| |
Termination
for Cause |
| |
Death
|
| |
Disability
|
| |||||||||||||||
Severance
|
| | | $ | — | | | | | $ | 1,600,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Annual Bonus
|
| | | | — | | | | | $ | 800,000 | | | | | | — | | | | | | — | | | | | | — | | |
Health Insurance Continuation
|
| | | | — | | | | | $ | 30,576 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement
|
| | | | — | | | | | $ | 10,620 | | | | | | — | | | | | | — | | | | | | — | | |
Financial Counseling
|
| | | | — | | | | | $ | 30,000 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated or Continued Vesting of Long-Term Incentive Awards:(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PSUs for 2022 – 2024 Stub Cycle(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 90,687 | | | | | $ | 90,687 | | |
PSUs for 2023 – 2025 Cycle(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 736,059 | | | | | $ | 736,059 | | |
Performance Cash for 2022 – 2024 Stub Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 64,015 | | | | | $ | 64,015 | | |
RSU Launch Grants
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 2,962,159 | | | | | $ | 2,962,159 | | |
RSUs for 2023 – 2025 Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 315,455 | | | | | $ | 315,455 | | |
RSUs in Replacement of Outstanding Cummins 2022 – 2024 Cycle Performance Shares
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 237,507 | | | | | $ | 237,507 | | |
Aggregate Payments and Benefits
|
| | | $ | — | | | | | $ | 2,471,196 | | | | | $ | — | | | | | $ | 4,405,883 | | | | | $ | 4,405,883 | | |
Jack Kienzler
|
| |
Voluntary
Termination |
| |
Involuntary
Not-for-Cause Termination |
| |
Termination
for Cause |
| |
Death
|
| |
Disability
|
| |||||||||||||||
Severance
|
| | | $ | — | | | | | $ | 480,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Annual Bonus
|
| | | | — | | | | | $ | 288,000 | | | | | | — | | | | | | — | | | | | | — | | |
Health Insurance Continuation
|
| | | | — | | | | | $ | 15,288 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement
|
| | | | — | | | | | $ | 5,310 | | | | | | — | | | | | | — | | | | | | — | | |
Financial Counseling
|
| | | | — | | | | | $ | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated or Continued Vesting of Long-Term Incentive Awards:(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
PSUs for 2022 – 2024 Stub Cycle(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 12,653 | | | | | $ | 12,653 | | |
PSUs for 2023 – 2025 Cycle(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 178,759 | | | | | $ | 178,759 | | |
Performance Cash for 2022 – 2024 Stub Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 9,145 | | | | | $ | 9,145 | | |
RSU 2022 Cares Award
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 4,073 | | | | | $ | 4,073 | | |
RSU Launch Grants
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 592,441 | | | | | $ | 592,441 | | |
RSUs for 2023 – 2025 Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 76,609 | | | | | $ | 76,609 | | |
RSUs in Replacement of Outstanding Cummins 2022 – 2024 Cycle Performance Shares
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 33,426 | | | | | $ | 33,426 | | |
Aggregate Payments and Benefits
|
| | | $ | — | | | | | $ | 803,598 | | | | | $ | — | | | | | $ | 907,106 | | | | | $ | 907,106 | | |
Renee Swan
|
| |
Voluntary
Termination |
| |
Involuntary
Not-for-Cause Termination |
| |
Termination
for Cause |
| |
Death
|
| |
Disability
|
| |||||||||||||||
Severance
|
| | | $ | — | | | | | $ | 400,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Annual Bonus
|
| | | | — | | | | | $ | 200,000 | | | | | | — | | | | | | — | | | | | | — | | |
Health Insurance Continuation
|
| | | | — | | | | | $ | 15,288 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement
|
| | | | — | | | | | $ | 5,310 | | | | | | — | | | | | | — | | | | | | — | | |
Financial Counseling
|
| | | | — | | | | | $ | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated or Continued Vesting of Long-Term Incentive Awards:(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PSUs for 2022 – 2024 Stub Cycle(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PSUs for 2023 – 2025 Cycle(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 80,633 | | | | | $ | 80,633 | | |
Performance Cash for 2022 – 2024 Stub Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
RSU 2023 Sign-On Grant
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 175,992 | | | | | $ | 175,992 | | |
RSU Launch Grants
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 296,209 | | | | | $ | 296,209 | | |
RSUs for 2023 – 2025 Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 14,401 | | | | | $ | 14,401 | | |
RSUs in Replacement of Outstanding Cummins 2022 – 2024 Cycle Performance Shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Aggregate Payments and Benefits
|
| | | $ | — | | | | | $ | 635,598 | | | | | $ | — | | | | | $ | 567,235 | | | | | $ | 567,235 | | |
Toni Y. Hickey
|
| |
Voluntary
Termination |
| |
Involuntary
Not-for-Cause Termination |
| |
Termination
for Cause |
| |
Death
|
| |
Disability
|
| |||||||||||||||
Severance
|
| | | $ | — | | | | | $ | 416,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Annual Bonus
|
| | | | — | | | | | $ | 208,000 | | | | | | — | | | | | | — | | | | | | — | | |
Health Insurance Continuation
|
| | | | — | | | | | $ | 15,288 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement
|
| | | | — | | | | | $ | 5,310 | | | | | | — | | | | | | — | | | | | | — | | |
Financial Counseling
|
| | | | — | | | | | $ | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated or Continued Vesting of Long-Term Incentive Awards:(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PSUs for 2022 – 2024 Stub Cycle(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 12,653 | | | | | $ | 12,653 | | |
PSUs for 2023 – 2025 Cycle(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 92,010 | | | | | $ | 92,010 | | |
Performance Cash for 2022 – 2024 Stub Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 9,145 | | | | | $ | 9,145 | | |
RSU 2022 Cares Award
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 4,073 | | | | | $ | 4,073 | | |
RSU Launch Grants
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 296,209 | | | | | $ | 296,209 | | |
RSUs for 2023 – 2025 Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 39,432 | | | | | $ | 39,432 | | |
RSUs in Replacement of Outstanding Cummins 2022 – 2024 Cycle Performance Shares
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 33,426 | | | | | $ | 33,426 | | |
Aggregate Payments and Benefits
|
| | | $ | — | | | | | $ | 659,598 | | | | | $ | — | | | | | $ | 486,948 | | | | | $ | 486,948 | | |
Charles Masters
|
| |
Voluntary
Termination |
| |
Involuntary
Not-for-Cause Termination |
| |
Termination
for Cause |
| |
Death
|
| |
Disability
|
| |||||||||||||||
Severance
|
| | | $ | — | | | | | $ | 417,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Annual Bonus
|
| | | | — | | | | | $ | 208,500 | | | | | | — | | | | | | — | | | | | | — | | |
Health Insurance Continuation
|
| | | | — | | | | | $ | 15,288 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement
|
| | | | — | | | | | $ | 5,310 | | | | | | — | | | | | | — | | | | | | — | | |
Financial Counseling
|
| | | | — | | | | | $ | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated or Continued Vesting of Long-Term Incentive Awards:(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PSUs for 2022 – 2024 Stub Cycle(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 18,557 | | | | | $ | 18,557 | | |
PSUs for 2023 – 2025 Cycle(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 92,010 | | | | | $ | 92,010 | | |
Performance Cash for 2022 – 2024 Stub Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 12,803 | | | | | $ | 12,803 | | |
RSU 2022 Cares Award
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 4,073 | | | | | $ | 4,073 | | |
RSU Launch Grants
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 296,209 | | | | | $ | 296,209 | | |
RSUs for 2023 – 2025 Cycle
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 39,432 | | | | | $ | 39,432 | | |
RSUs in Replacement of Outstanding Cummins 2022 – 2024 Cycle Performance Shares
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 48,248 | | | | | $ | 48,248 | | |
Aggregate Payments and Benefits
|
| | | $ | — | | | | | $ | 661,098 | | | | | $ | — | | | | | $ | 511,332 | | | | | $ | 511,332 | | |
|
For Atmus’ Chief Executive Officer
|
| |
For Atmus’ NEOs Other Than the CEO
|
|
|
•
Severance equal to three times the sum of annual salary plus the annual target bonus
|
| |
•
Severance equal to two times the sum of annual salary plus the annual target bonus
|
|
|
•
Health insurance, outplacement service and financial counseling benefits
|
| |
•
Health insurance, outplacement service and financial counseling benefits
|
|
Payments
|
| |
Stephanie J.
Disher |
| |
Jack Kienzler
|
| |
Renee
Swan |
| |
Toni Y. Hickey
|
| |
Charles
Masters |
| |||||||||||||||
Severance
|
| | | $ | 4,800,000 | | | | | $ | 1,536,000 | | | | | $ | 1,200,000 | | | | | $ | 1,248,000 | | | | | $ | 1,251,000 | | |
Unvested Stock Option Spread
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Unvested Restricted Stock
|
| | | $ | 4,146,032 | | | | | $ | 859,766 | | | | | $ | 1,091,064 | | | | | $ | 452,004 | | | | | $ | 466,826 | | |
Unvested Performance Cash Plan
|
| | | $ | 64,015 | | | | | $ | 9,145 | | | | | $ | — | | | | | $ | 9,145 | | | | | $ | 12,803 | | |
Unvested Performance Share Plan
|
| | | $ | 2,344,208 | | | | | $ | 555,257 | | | | | $ | 241,900 | | | | | $ | 295,011 | | | | | $ | 303,867 | | |
Retirement Benefit Payment
|
| | | $ | 1,223,656 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Health Insurance
|
| | | $ | 45,864 | | | | | $ | 30,576 | | | | | $ | 30,576 | | | | | $ | 30,576 | | | | | $ | 30,576 | | |
Outplacement Service
|
| | | $ | 15,930 | | | | | $ | 10,620 | | | | | $ | 10,620 | | | | | $ | 10,620 | | | | | $ | 10,620 | | |
Financial Counseling Benefit
|
| | | $ | 45,000 | | | | | $ | 30,000 | | | | | $ | 30,000 | | | | | $ | 30,000 | | | | | $ | 30,000 | | |
Reduction due to Best Net of Taxes Provision
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (248,931) | | | | | $ | — | | |
Aggregate Payments
|
| | | $ | 12,684,705 | | | | | $ | 3,031,364 | | | | | $ | 2,604,160 | | | | | $ | 1,826,424 | | | | | $ | 2,105,691 | | |
2023 Annual Total Compensation
|
| ||||||
S. Disher
|
| | | $ | 8,783,500 | | |
Median Employee
|
| | | $ | 42,729 | | |
Name
|
| |
Fees
Earned or Paid in Cash ($)(1) |
| |
Stock
Awards ($)(2) |
| |
Total
|
| |||||||||
Stephen Macadam
|
| | | $ | 200,000 | | | | | $ | 208,127 | | | | | $ | 408,127 | | |
R. Edwin Bennett
|
| | | $ | 90,000 | | | | | $ | 183,164 | | | | | $ | 273,164 | | |
Gretchen Haggerty
|
| | | $ | 105,000 | | | | | $ | 208,127 | | | | | $ | 313,127 | | |
Jane Leipold
|
| | | $ | 105,000 | | | | | $ | 208,127 | | | | | $ | 313,127 | | |
Director
|
| |
Board
Retainer |
| |
Board Chair
Director Fee |
| |
Committee
Chaired |
| |
Committee
Chair Fees |
| |
Total
|
| ||||||||||||
Stephen Macadam
|
| | | $ | 90,000 | | | | | $ | 100,000 | | | |
Nominating &
Corporate Governance |
| | | $ | 10,000 | | | | | $ | 200,000 | | |
R. Edwin Bennett
|
| | | $ | 90,000 | | | | | $ | — | | | | | | | | $ | — | | | | | $ | 90,000 | | |
Gretchen Haggerty
|
| | | $ | 90,000 | | | | | $ | — | | | |
Audit Committee
|
| | | $ | 15,000 | | | | | $ | 105,000 | | |
Jane Leipold
|
| | | $ | 90,000 | | | | | $ | — | | | |
TMCC Committee
|
| | | $ | 15,000 | | | | | $ | 105,000 | | |
Director
|
| |
RSUs grant on
August 14, 2023 |
| |
Fair value on grant
date |
| |
Conversion of CMI
RSUs received from July 2022 through May 2023 to Atmus RSUs on June 2, 2023 |
| |
Fair value on grant
date |
| ||||||||||||
Stephen Macadam
|
| | | | 4,624 | | | | | $ | 108,849 | | | | | | 4,844 | | | | | $ | 99,278 | | |
R. Edwin Bennett
|
| | | | 4,624 | | | | | $ | 108,849 | | | | | | 3,626 | | | | | $ | 74,315 | | |
Gretchen Haggerty
|
| | | | 4,624 | | | | | $ | 108,849 | | | | | | 4,844 | | | | | $ | 99,278 | | |
Jane Leipold
|
| | | | 4,624 | | | | | $ | 108,849 | | | | | | 4,844 | | | | | $ | 99,278 | | |
Name
|
| |
Amount and Nature of
Beneficial Ownership(1) |
| |
Percent of
Class |
| ||||||
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 17,754,995 | | | | | | 12.53% | | |
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
| | | | 11,524,411 | | | | | | 8.1% | | |
Sharon Barner
|
| | | | 56,402(4) | | | | | | * | | |
Gary L. Belske
|
| | | | 1,625 | | | | | | * | | |
Robert J. Bernhard
|
| | | | 17,809 | | | | | | * | | |
Marvin Boakye
|
| | | | 0 | | | | | | * | | |
Bruno V. Di Leo
|
| | | | 8,819 | | | | | | * | | |
Stephen B. Dobbs
|
| | | | 12,963 | | | | | | * | | |
David W. Fisher
|
| | | | 506 | | | | | | * | | |
Carla A. Harris
|
| | | | 2,231 | | | | | | * | | |
N. Thomas Linebarger
|
| | | | 760,282(5) | | | | | | * | | |
Thomas J. Lynch
|
| | | | 10,421 | | | | | | * | | |
William I. Miller
|
| | | | 56,907(6) | | | | | | * | | |
Georgia R. Nelson
|
| | | | 23,136 | | | | | | * | | |
Kimberly A. Nelson
|
| | | | 4,172(7) | | | | | | * | | |
Karen H. Quintos
|
| | | | 6,367(8) | | | | | | * | | |
Jennifer W. Rumsey
|
| | | | 74,897(9) | | | | | | * | | |
Tony L. Satterthwaite
|
| | | | 187,235(10) | | | | | | * | | |
Mark A. Smith
|
| | | | 75,663(11) | | | | | | * | | |
John H. Stone
|
| | | | 0 | | | | | | * | | |
All directors and executive officers as a group, a total of 31 persons
|
| | | | 758,994(12) | | | | | | * | | |
Name
|
| |
Amount and Nature of
Beneficial Ownership(1) |
| |
Percent of
Class |
| ||||||
Cummins Inc.
|
| | | | 67,054,726(2) | | | | | | 80.5% | | |
Stephanie J. Disher
|
| | | | 187,212 | | | | | | * | | |
Jack Kienzler
|
| | | | 38,594 | | | | | | * | | |
Renee Swan
|
| | | | 46,448 | | | | | | * | | |
Toni Y. Hickey
|
| | | | 21,235 | | | | | | * | | |
Charles Masters
|
| | | | 22,864 | | | | | | * | | |
Stephen Macadam
|
| | | | 19,268 | | | | | | * | | |
Sharon Barner
|
| | | | | | | | | | * | | |
R. Edwin Bennett
|
| | | | 8,250 | | | | | | * | | |
Cristina Burrola
|
| | | | | | | | | | * | | |
Diego Donoso
|
| | | | | | | | | | * | | |
Gretchen Haggerty
|
| | | | 9,468 | | | | | | * | | |
Jane Leipold
|
| | | | 9,468 | | | | | | * | | |
Earl Newsome
|
| | | | | | | | | | * | | |
Tony Satterthwaite
|
| | | | | | | | | | * | | |
Mark Smith
|
| | | | | | | | | | * | | |
Nathan Stoner
|
| | | | | | | | | | * | | |
Stuart A. Taylor II
|
| | | | | | | | | | * | | |
All directors and executive officers as a group, a total of 18 persons
|
| | | | 362,807 | | | | | | * | | |
Class of Security
|
| |
Authorized
|
| |
Issued and Outstanding
|
| |
Liquidation Preference
|
|
Cummins:(1) | | | | | | | | | | |
Cummins Common Stock, par value $2.50 per share
|
| |
500,000,000 shares
|
| |
141,856,847 shares
|
| |
None
|
|
Cummins preference stock, no par value
|
| |
1,000,000 shares
|
| |
0 shares
|
| |
Full amount per share determined by the board of directors for the relevant series of preference stock, plus accrued and unpaid dividends, subject to the rights of holders of Cummins preferred stock
|
|
Cummins preferred stock, no par value
|
| |
1,000,000 shares
|
| |
0 shares
|
| |
Full amount per share determined by the board for the relevant series of preferred stock, plus accrued and unpaid dividends
|
|
Atmus:(2) | | | | | | | | | | |
Atmus Common Stock, par value $0.0001 per share
|
| |
2,000,000,000 shares
|
| |
83,297,796 shares
|
| |
None
|
|
Atmus preferred stock, no par value
|
| |
100,000,000 shares
|
| |
0 shares
|
| |
Not applicable
|
|
| | |
Cummins
|
| |
Atmus
|
|
Voting Rights | | |
Each record holder of Cummins Common Stock is entitled to one vote for each validly issued outstanding share at all shareholders’ meetings on all matter submitted to a vote of the shareholders. The holders of Cummins Common Stock do not have cumulative voting rights in the election of directors. The holders of Cummins preferred stock (if and when ever issued) and the holders of Cummins preference stock (if and when ever issued) are (i) each entitled to elect two directors to Cummins’ board of directors upon default in the payment of six quarterly dividends on any series of such class (such rights to cease once the related arrears in dividend are declared and paid, or declared and set apart) and (ii) have voting rights with respect to amendments of Cummins’ restated articles of incorporation affecting certain of their rights and in the case of certain mergers, consolidations and dispositions of substantially all of Cummins’ assets.
Generally, any matter brought before any meeting of the shareholders, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the votes cast at the meeting of the shareholders, provided that a quorum exists as to such matter at such meeting.
|
| |
Each outstanding share of Atmus Common Stock is entitled to one vote on all matters submitted to a vote of its shareholders. Directors will be elected by a plurality of the votes entitled to be cast. Atmus shareholders do not have cumulative voting rights. The affirmative vote of holders of at least 75% of the total voting power of the outstanding shares of all classes of Atmus’ capital stock is required to amend the sections of Atmus’ amended and restated certificate of incorporation and bylaws related to (i) its board of directors, including related to its classified board and the removal of directors only for cause; (ii) its shareholders, including related to the inability of shareholders to call special meetings of shareholders and the inability of shareholders to act by written consent; (iii) the ability its board of directors and its shareholders to amend or repeal its bylaws.
Except as otherwise provided in Atmus’ amended and restated certificate of incorporation or as required by law, all matters to be voted on by its shareholders (other than matters relating to the election of directors and the matters referenced above) will be approved if votes cast in favor of the matter exceed the votes cast opposing the matter at a meeting at which a majority of the outstanding shares entitled to vote on such matter is represented in person or by proxy.
|
|
Election of Directors | | | Directors of Cummins’ board will be elected by a majority of the votes cast at any meeting for the election of directors, provided that a quorum is present. The holders of Cummins Common Stock do not have cumulative voting rights | | | Directors of Atmus’ board will be elected by a plurality of the votes entitled to be cast at any meeting for the election of directors, provided that a quorum is present. Atmus shareholders do not have cumulative voting rights. | |
Rights of Holders of Preferred Stock | | | Cummins’ restated articles of incorporation provide that Cummins’ board of directors is authorized to establish the designation, relative rights, preferences, qualifications and limitations of any series of preferred stock of Cummins. | | | Atmus’ amended and restated certificate of incorporation provides that the Atmus Board is authorized to establish the designation, relative rights, preferences, qualifications and limitations of any series of preferred stock of Atmus. | |
| | |
Cummins
|
| |
Atmus
|
|
Number and Classification of Board of Directors; Term | | |
Cummins’ bylaws provide that the number of directors of Cummins shall be fixed from time to time by resolution of the Cummins board. Currently, the Cummins board consists of 12 directors.
Under the IBCL, a corporation with a class of voting shares registered under Section 12 of the Exchange Act must have a classified board of directors unless the corporation adopts a bylaw expressly electing not to be governed by such provision within 30 days after the corporation’s voting shares are registered under Section 12 of the Exchange Act.
Cummins’ has elected not to be subject to the classified board requirement; however, the IBCL permits such election to be rescinded by subsequent action of Cummins’ board.
Cummins has elected to not have more than one class of directors for its board and its directors have no staggered terms.
Each director is elected for a term that expires at the next annual meeting of the shareholders following such director’s election. Any director not elected by a majority of the votes cast must submit their resignation.
|
| |
Atmus’ amended and restated certificate of incorporation and bylaws provide that the number of directors of Atmus shall be fixed from time to time solely by resolution of the majority of the whole board. Following the successful completion of the Exchange Offer, the Atmus board will consist of seven directors.
The directors are divided into three classes, designated Class I, Class II and Class III. Each class consists, as nearly as may be possible, of one-third of the total number of directors constituting the entire board.
The directors of each class are elected for a three-year term until their respective successors have been duly elected and qualified.
|
|
Director Eligibility and Mandatory Retirement | | | No person of 74 years of age or above may be elected a director of the Cummins board, provided that any director who attains the age of 74 years of age during their term of office is eligible to remain a director for the duration of the term but is not eligible for re-election. | | | No person of 74 years of age or above may be elected a director of the Atmus board, provided that any director who attains the age of 74 years of age during their term of office is eligible to remain a director for the duration of the term but is not eligible for re-election. | |
Removal of Directors | | | A director or the entire Cummins board may be removed from office, with or without cause, only at a meeting of the shareholders called expressly for that purpose, by the affirmative vote of the holders of outstanding Cummins Common Stock representing at least a majority of all the votes then entitled to vote thereon. | | | A director or the entire Atmus board may be removed from office at any time, but only for cause and only by the affirmative vote of the shareholders possessing at least 75% of the total voting power of Atmus stock entitled to vote thereon. | |
Vacancies on the Board of Directors | | | Any vacancy occurring in the Cummins board, from whatever cause arising, | | | Any vacancy occurring in the Atmus board from whatever cause arising, | |
| | |
Cummins
|
| |
Atmus
|
|
| | | including an increase in the number of directors, shall be filled by selection of a successor by a majority vote of the remaining directors (although less than a quorum) until the next annual meeting of the shareholders. | | | including an increase in the number of directors, shall be filled by selection of a successor by a majority vote of the remaining directors (although less than a quorum) until the expiration of the term of office of the director who he or she replaced. | |
Record Date | | |
The record date for Cummins shareholders entitled to notice of or to vote at any shareholders’ meeting is determined by the Cummins board but may not be more than 70 days before the date of such meeting.
In the absence of such determination, the record date is the day next preceding the date on which notice is given, or, if notice is waived, on the date next preceding the day on which the meeting is held.
A determination of shareholders of record entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting, unless the board fixes a new record date, which it must do if the meeting is adjourned to a new date more than 120 days after the date fixed for the original meeting.
|
| |
The record date for Atmus shareholders entitled to notice of or to vote at any shareholders’ meeting is determined by the Atmus board but may not be more than 60 days nor less than 10 days before the date of such meeting.
In the absence of such determination, the record date is the day next preceding the date on which notice is given, or, if notice is waived, on the date next preceding the day on which the meeting is held.
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Atmus board may fix a new record date for the determination of shareholders entitled to notice of or to vote at the adjourned meeting.
|
|
Notice of Shareholder / Shareholder Meetings | | |
Notice of a shareholders’ meeting must be mailed or delivered via electronic transmission by the Secretary of Cummins to shareholders of record entitled to notice of or to vote at such meeting, stating (i) the date, time and place of any meeting of the shareholders; (ii) the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting; and (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called.
The notice of any meeting must be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting.
|
| |
Notice of a shareholders’ meeting must be mailed or delivered via electronic transmission by the Secretary of Atmus to the shareholders of record entitled to notice or vote at such meeting, stating (i) the date, time and place of any meeting of the shareholders; (ii) the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting; (iii) the record date for determining the shareholders entitled to vote at the meeting (if such date is different from the record date for shareholders entitled to notice of the meeting); and (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called.
The notice of any meeting must be given not less than 10 nor more than 60 days before the date of the meeting to each
|
|
| | |
Cummins
|
| |
Atmus
|
|
| | | | | | shareholder entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting. | |
Special Meetings | | | A special meeting of the shareholders may be called (i) at any time by the Cummins board or the chairperson of the board or (ii) by the Secretary of Cummins upon written request to the Secretary by one or more eligible holders of Cummins Common Stock representing not less than 10% of the voting power of all outstanding shares of capital stock of Cummins. | | |
Subject to the rights of the holders of preferred stock, a special meeting of the shareholders, for any purpose or purposes, may be called by the Secretary of Atmus upon a written request delivered to the Secretary by (i) the Atmus board pursuant to a resolution adopted by a majority of the board or (ii) the chair of the Atmus board.
The ability of the shareholders to call a special meeting of shareholders is specifically denied.
|
|
Shareholder Action by Written Consent | | | Any action required or permitted to be taken by the holders of Cummins Common Stock that may be effected at an annual meeting or special meeting may also be effected by unanimous written consent of the shareholders. | | | Any action required or permitted to be taken by the shareholders of Atmus must be effected at a duly called annual or special meeting of the shareholders and may not be effected by written consent of shareholders. | |
Quorum and Adjournment | | |
A majority of the votes entitled to be cast on a matter, represented in person or by proxy, constitutes a quorum for action on the matter. Action may be taken at a shareholders’ meeting only on matters with respect to which a quorum exists.
Any meeting of the shareholders, including annual and special meetings and any adjournments thereof, may be adjourned to a later date although less than a quorum is present. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
|
| |
A majority of the votes entitled to be cast on a matter, represented in person or by proxy, constitutes a quorum for action on the matter. Action may be taken at a shareholders’ meeting only on matters with respect to which a quorum exists.
Any meeting of shareholders, including annual and special meetings and any adjournments thereof, may be adjourned to a later date although less than a quorum is present. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
|
|
Advance Notice Procedures for a Shareholder Proposal or Director Nomination | | | A shareholder of record entitled to vote at an annual meeting may request business to be brought before such meeting, and a shareholder of record entitled to vote in the election of directors may make a nomination of a person for election as a director, in each | | | A shareholder of record entitled to vote at an annual meeting may request business to be brought before such meeting, and a shareholder of record entitled to vote in the election of directors may make a nomination of a person for election as a director, in each | |
| | |
Cummins
|
| |
Atmus
|
|
| | | case, by providing written notice in proper form and with proper content as set forth in Cummins’ bylaws to the secretary of Cummins not later than 90 days (except in the case of director nominations, not less than one-hundred 160 days) prior to the date included in the first notice of such meeting given to shareholders, or the “originally scheduled date”; provided, that if the originally scheduled date is before the one-year anniversary of the date first set forth in Cummins’ first mailed proxy materials for the prior year’s annual meeting, such notice to be timely must be so received not later than the close of business on the 10th day following the day of the first public disclosure of the originally scheduled date of such meeting. | | | case, by providing written notice in proper form and with proper content as set forth in Atmus’ bylaws to the secretary of Atmus not less than 90 nor more than 120 days (except in the case of director nominations, not less than 150 days) prior to the one year anniversary of the prior year’s annual meeting, provided that if the date of the current year’s annual meeting has changed by more than 30 days before or more than 70 days after the one year anniversary of the prior year’s annual meeting, such shareholder’s notice to be timely must be so received not earlier than the close of business on the 120th day prior to the current year’s annual meeting and not later than the close of business on the later of (i) the 90th day prior to the current year’s annual meeting and (ii) the 10th day following the day on which the first public disclosure of the date of the current year’s annual meeting. | |
Proxy Access | | | Cummins’ bylaws include proxy access provisions that permit a shareholder, or a group of up to 20 shareholders, owning three percent or more of outstanding shares of Cummins’ Common Stock continuously for at least three years to nominate and include in Cummins’ annual meeting proxy materials a number of director nominees up to the greater of (i) two, or (ii) 25% of the total number of Cummins directors, provided that the shareholder(s) and nominee(s) satisfy the requirements specified in Cummins’ bylaws. Written notice of the nomination(s) must be submitted to the Secretary of Cummins at its principal offices no less than 120 days nor more than 150 days prior to the date on which Cummins first made available to its shareholders its proxy materials for the prior year’s annual meeting of shareholders. | | | Neither Atmus’ amended and restated certificate of incorporation nor Atmus’ bylaws include any proxy access provisions. | |
| | |
Cummins
|
| |
Atmus
|
|
Amendment of Articles of Incorporation / Certificate of Incorporation | | |
Under the IBCL, Cummins’ restated articles of incorporation may be amended, subject to certain exceptions, upon a resolution of the board of directors recommending such amendment to the shareholders (unless the board determines that it should not make a recommendation and communicates the basis for its determination to the shareholders) and the approval of:
•
a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenter’s rights, and
•
by a majority of the votes cast at a meeting where a quorum is present with respect to every other voting group entitled to vote on the amendment.
The IBCL specifies that holders of a class of shares are entitled to vote as a separate voting group if the proposed amendment would have certain effects on such class, including, but not limited to, an increase or decrease of the number of authorized shares of such class, an exchange or reclassification of all or part of the shares of such class into shares of another class, a change in the designations, rights, preferences or limitations of all or part of the shares of such class, or a change the shares of all or part of such class into a different number of shares of the same class.
In certain limited instances, the board of directors may amend the articles of incorporation.
Cummins’ restated articles of incorporation provides that Cummins reserves the right to supplement, amend, or repeal any provision contained in its restated articles of incorporation, in the manner prescribed by statute, and all rights conferred upon shareholders in its restated articles of incorporation are granted subject to such reservation.
|
| |
Under the DGCL, Atmus’ amended and restated certificate of incorporation may be amended upon a resolution of the board of directors and, subject to certain exceptions, approved by:
•
the holders of a majority of the outstanding shares entitled to vote; and
•
a majority of the outstanding shares of each class entitled to a class vote if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class or alter or change the powers, preference, or special rights of the shares of such class so as to affect them adversely; provided, that if the amendment would alter or change the powers, preferences or special rights of one or more series of a class so as to affect them adversely, but will not so affect the entire class, then only the shares of the series so affected will be considered a separate class for purposes of the vote.
The affirmative vote of shareholders possessing at least 75% of the total voting power of the outstanding shares of all classes of Atmus capital stock entitled to vote thereon, considered for this purpose as one class, is required to amend Articles V (Board of Directors), VI (Shareholders), VIII (By-Laws of the Corporation) and Section 9.2 (Amendment and Repeal) of Atmus’ amended and restated certificate of incorporation.
|
|
| | |
Cummins
|
| |
Atmus
|
|
Amendment of Bylaws | | | Cummins’ bylaws may be amended or repealed and its provisions may be waived by either (i) the affirmative vote of a majority of the number of Cummins directors at the time or (ii) the affirmative vote, at a meeting of the shareholders, of at least a majority of the votes entitled to be cast by the holders of the outstanding shares of all classes of Cummins capital stock entitled to vote generally in the election of directors, voting as a single voting group, except as otherwise required by Cummins’ restated articles of incorporation or by the IBCL. | | | Atmus’ bylaws may be amended or repealed by the Atmus board by the affirmative vote of a majority of the entire number of directors without any action on the part of the shareholders. Atmus shareholders also have power to adopt, amend or repeal the bylaws of Atmus, with the affirmative vote of shareholders possessing at least 75% of the total voting power of the outstanding shares of all classes of Atmus capital stock entitled to vote thereon. | |
Business Opportunities | | |
The IBCL states that a director’s taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if one of the following applies:
•
the opportunity and all material facts concerning the opportunity then known to the director were disclosed to or known by the board of directors or a committee of the board of directors before the director became legally obligated regarding the opportunity and the board of directors or a committee of the board of directors disclaimed the corporation’s interest in the opportunity.
•
the opportunity and all material facts concerning the opportunity then known to the director were disclosed to or known by the shareholders entitled to vote before the director became legally obligated regarding the opportunity and the shareholders disclaimed the corporation’s interest in the opportunity.
Cummins’ restated articles of incorporation and bylaws are silent on business opportunities.
|
| |
The DGCL provides that a corporation can renounce, in its certificate of incorporation or by action of its board, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes of categories of business opportunities that are presented to the corporation or one or more of its offices, directors or shareholders.
Except as otherwise agreed in writing between Atmus and Cummins, for so long as Cummins (a) beneficially owns shares of capital stock representing, in the aggregate, at least 10% of the total voting power of the outstanding shares of all classes of capital stock of Atmus or (b) otherwise has one or more directors, officers or employees serving as a director, officer or employee of Atmus, in the event that a director, officer or employee of the Corporation who is also a director, officer or employee of Cummins acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Atmus and Cummins, such director, officer or employee shall to the fullest extent permitted by the DGCL have fully satisfied and fulfilled his or her fiduciary duty, if any, with respect to such corporate opportunity regardless of whether such opportunity is presented to Atmus, and Atmus to the
|
|
| | |
Cummins
|
| |
Atmus
|
|
| | | | | | fullest extent permitted by the DGCL renounces any interest or expectancy in such corporate opportunity and waives any claim that such corporate opportunity should have been presented to Atmus or any affiliates. The foregoing policy, and the action of any director, officer or employee of Cummins, Atmus or any affiliates taken in accordance with, or in reliance upon, the foregoing policy or in entering into or performing any agreement, transaction or the arrangement is deemed and presumed to be fair to Atmus. | |
Limitation of Liability of Directors and Officers | | | The IBCL provides that a director is not liable for any action taken as a director, or any failure to take any action, regardless of the nature of the alleged breach of duty, including alleged breaches of the duty of care, the duty of loyalty, and the duty of good faith, unless: (i) the director has breached or failed to perform the duties of the director’s office (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the directors reasonably believe to be in the best interests of the corporation; and (ii) the breach or failure to perform constitutes willful misconduct or recklessness. | | |
The DGCL provides that a corporation may limit or eliminate a director’s or officer’s personal liability for monetary damages to the corporation or its shareholders for breach of fiduciary duty as a director or officer, except for liability for: (i) any breach of the director’s or officer’s duty of loyalty to such corporation or its shareholders; (ii) acts or omissions of a director or officer not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) willful or negligent violation by a director of provisions of Delaware law governing payment of dividends and stock purchases or redemptions; (iv) any transaction from which the director or officer derived an improper personal benefit; or (v) liability of an officer in any action by or in the right of the corporation.
Atmus’ amended and restated certificate of incorporation and bylaws include provisions that limit, to the fullest extent allowable under the DGCL, the personal liability of directors and officers for monetary damages for actions taken as an Atmus director or officer, or for serving at Atmus’ request as a director or officer or another position at another corporation or enterprise, as the case may be.
|
|
Indemnification of Directors and Officers | | | Cummins’ bylaws provide that Cummins shall, to the fullest extent permitted by the IBCL, (i) indemnify | | | Atmus’ amended and restated certificate of incorporation and bylaws provide that Atmus shall, to the fullest extent | |
| | |
Cummins
|
| |
Atmus
|
|
| | |
any person who is or was a director or officer of Cummins (and the heirs and legal representatives thereof) against expenses (including attorneys’ fees), judgments, fines, and penalties and amounts paid in settlement resulting from any action, suit or proceeding threatened or brought against such person by reason of such person’s serving in such position or serving another enterprise in any capacity at the request of Cummins and (ii) pay for or reimburse the reasonable expenses incurred by such person in advance of the final disposition of the action, suit or proceeding.
Additionally, Cummins may, in its sole discretion, provide for indemnification of any person in accordance with the IBCL.
If a claim for indemnification pursuant to Cummins’ bylaws is not paid in full by Cummins within 90 days after a written request therefor has been received by Cummins, the claimant may at any time thereafter bring suit against Cummins to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expense of prosecuting such claim.
|
| |
permitted by the DGCL, (i) indemnify any person who is or was a director or officer of Atmus (and the heirs and legal representatives thereof) against expenses (including attorneys’ fees), judgments, fines, and penalties and amounts paid in settlement resulting from any action, suit or proceeding threatened or brought against such person by reason of such person’s serving in such position or serving another enterprise in any capacity at the request of Atmus and (ii) pay for or reimburse the reasonable expenses incurred by such person in advance of the final disposition of the action, suit or proceeding.
Additionally, Atmus may, in its sole discretion, provide for indemnification of any person in accordance with the DGCL.
Atmus has entered into indemnification agreements with its independent directors, which require Atmus to indemnify such directors to the fullest extent permitted under the DGCL and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
|
|
Exclusive Forum | | | Neither Cummins’ restated articles of incorporation nor Cummins’ bylaws include any exclusive forum provisions. | | | Atmus’ amended and restated certificate of incorporation includes exclusive forum provisions, pursuant to which, unless Atmus otherwise consents in writing, the sole and exclusive forum for (i) any derivative action or proceeding brought on Atmus’ behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any of Atmus’ directors, officers, employees to Atmus or Atmus’ shareholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, Atmus’ amended and restated certificate of incorporation or bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware does not have | |
| | |
Cummins
|
| |
Atmus
|
|
| | | | | | jurisdiction, the federal district court for the district of Delaware. Nothing in Atmus’ amended and restated certificate of incorporation or bylaws precludes shareholders that assert claims under the applicable securities laws from bringing such claims in state or federal courts, subject to applicable law. This provision would not apply to claims brought to enforce a duty or liability created by the Securities Act, Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
Shareholder / Shareholder Rights Plans | | | Cummins does not currently have a shareholder rights plan in effect. | | | Atmus does not currently have a shareholder rights plan in effect. | |
Shareholder / Shareholder Inspection Rights; Shareholder / Shareholder Lists | | |
Under the IBCL, a shareholder or his or her agent or attorney has a right to inspect and copy during regular business hours at the corporation’s principal office, upon at least five business days’ written demand, the corporation’s articles of incorporation and all amendments to them currently in effect, its bylaws and all amendments to them currently in effect, all resolutions adopted by its board of directors with respect to one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding, minutes of all shareholders’ meetings, and records of all actions taken by shareholders without a meeting, for the past three years, written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under the IBCL, a list of the names and business addresses of its current directors and officers, and its most recent biennial report delivered to the secretary of state.
If the corporation refuses to permit such inspection or fails to reply to the request within a reasonable time of the demand, the shareholder may apply to the circuit or superior court of the
|
| | Under the DGCL, a shareholder or his or her agent has a right to inspect the corporation’s stock ledger, a list of its shareholders and its other books and records during the usual hours of business upon written demand stating a proper purpose (which must be reasonably related to such person’s interest as a shareholder). If the corporation refuses to permit such inspection or fails to reply to the request within five business days of the demand, the shareholder may apply to the Court of Chancery for an order to compel such inspection. | |
| | |
Cummins
|
| |
Atmus
|
|
| | |
county where the corporation’s principal office (or, if none in Indiana, its registered office) is located for an order to compel such inspection at the corporation’s expense.
A shareholder or his or her agent or attorney also has a right to inspect and copy, during regular business hours at the corporation’s principal office, the corporation’s record of shareholders, accounting records, and excerpts from meeting minutes and its other books and records during regular hours of business upon written demand stating a proper purpose (which must be reasonably related to such person’s interest as a shareholder and described with reasonable particularity) at a reasonable location specified by the corporation and with at least five business days written notice.
If the corporation does not allow within a reasonable time of the demand the shareholder to inspect and copy any such records, the shareholder may apply to the circuit or superior court of the county where the corporation’s principal office (or, if none in Indiana, its registered office) is located for an order to compel such inspection.
|
| | | |
Appraisal Rights and Dissenters’ Rights | | | Under the IBCL, a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares in the event of, any of the following corporate actions: (i) consummation of a plan of merger to which the corporation is a party if: (a) shareholder approval is required for the merger by the IBCL or the articles of incorporation; and (b) the shareholder is entitled to vote on the merger; (ii) consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (iii) consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the regular course of business, if the shareholder is entitled to vote on the | | | Under the DGCL, a shareholder may dissent from, and receive payments in cash for, the fair value of his or her shares as appraised by the Court of Chancery of the State of Delaware in the event of certain mergers and consolidations. However, shareholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of shareholders entitled to vote at the meeting of shareholders to act upon the merger or consolidation, or on the record date with respect to action by written consent, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Further, no appraisal rights are available to shareholders of the surviving corporation if the merger did not require the vote of the shareholders of the surviving corporation. | |
| | |
Cummins
|
| |
Atmus
|
|
| | |
sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale; (iv) the approval of a control share acquisition; (v) any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; or (vi) election to become a benefit corporation.
Appraisal rights under the IBCL do not apply to the holders of shares of any class or series if, on the date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of the shareholders at which the merger, plan of share exchange, or sale or exchange of property is to be acted on, the shares of that class or series were a covered security under the IBCL or the Securities Act (such as the Cummins Common Stock).
|
| | Notwithstanding the foregoing, appraisal rights are available if shareholders are required by the terms of the merger agreement to accept for their shares anything other than (i) shares of stock of the surviving corporation; (ii) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders; (iii) cash instead of fractional shares; or (iv) any combination of clauses (i) – (iii). Appraisal rights are also available under the DGCL in certain other circumstances, including in certain parent-subsidiary corporation mergers and in certain circumstances where the certificate of incorporation so provides. | |
Control Share Acquisition
|
| |
Cummins’ bylaws indicate that the control share acquisition provisions of the IBCL shall not apply to control share acquisitions of the shares of Cummins. However, Cummins’ bylaws may be amended at any time by the Cummins board without a shareholder vote.
The IBCL provides that, unless an “issuing public corporation” provides an exemption in its articles of incorporation or bylaws, any person who makes a “control share acquisition” may not vote the shares acquired in that acquisition, except to the extent voting rights relating to those shares are granted by a resolution approved by a vote of disinterested shareholders. An issuing public corporation is defined as an Indiana corporation that has:
•
100 or more shareholders;
|
| |
Delaware has not adopted a control share acquisition statute for corporations, and Atmus does not have control share acquisition provisions in effect.
|
|
| | |
Cummins
|
| |
Atmus
|
|
| | |
•
its principal place of business or principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of more than $1,000,000; and
•
either:
◦
more than 10% of its shareholders resident in Indiana;
◦
more than 10% of its shares owned of record or beneficially by Indiana residents; or
◦
1,000 shareholders resident in Indiana.
A “control share acquisition” is defined as the acquisition by a person of, or the power to direct the voting of, shares representing between one-fifth and one-third, between one-third and one-half, or one-half or more of an issuing public corporation’s voting power in the election of directors, either within a 90 day period or pursuant to a plan to make a control share acquisition of ownership. The acquiring person may request, and the issuing public corporation must call, a special shareholders’ meeting to restore or approve voting rights after the acquiring person delivers to the issuing public corporation a statement describing the acquisition or proposed acquisition, which is referred to as an acquiring person statement, and an undertaking to pay the expenses relating to the meeting. If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition will be presented to the next special or annual meeting of the shareholders. Shares acquired in a control share acquisition in which no acquiring person statement has been filed may be redeemed by the issuing public corporation at their fair value, if authorized in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred. Unless otherwise provided in a corporation’s articles of incorporation or bylaws, if shares acquired in a control share acquisition are given full
|
| | | |
| | |
Cummins
|
| |
Atmus
|
|
| | | voting rights and the acquiring person has acquired shares representing a majority or more of the issuing public corporation’s voting power, then the other shareholders will be entitled to dissenters’ rights of appraisal. If shares acquired in a control share acquisition are not given full voting rights after a special shareholders’ meeting to restore or approve voting rights, the control shares may be redeemed. | | | | |
Anti-Takeover Provisions and Shareholder / Shareholder Protections | | |
In taking or declining to take any action or in making any recommendation to a corporation’s shareholders with respect to any matter, the IBCL provides that directors of Indiana corporations, in their discretion, may consider both the short-term and long-term interests of the corporation, taking into account and weighing, as the directors deem appropriate, the effects of such action or inaction on the corporation’s shareholders and other constituencies as well as certain interests described in the IBCL and any other factors the directors consider relevant.
The IBCL specifically provides that the application of specified judicial decisions in Delaware or in other jurisdictions, which might be looked upon for guidance in interpreting Indiana law, including decisions that propose a higher or different degree of scrutiny in response to a proposed acquisition of the corporation, are inconsistent with the proper application of the business judgement rule under that section.
|
| | The DGCL does not contain a “constituencies” statute; however, under Delaware case law, the board may consider both the short-term and long-term interests of the corporation in taking or declining to take action or make any recommendation to shareholders. | |
| | | Under the business combinations provision of the IBCL, any shareholder who acquires a 10% or greater ownership position in an Indiana corporation with a class of voting shares registered under Section 12 of the Exchange Act (and that has not opted out of this provision) is prohibited for a period of five years from completing a business combination (generally a merger, significant asset sale or disposition or significant issuance of additional shares) with the corporation unless, prior to the acquisition of such | | |
Under the DGCL, a corporation (that has not opted out of this provision) is prohibited from engaging in any business combination with an interested shareholder or any entity for a period of three years from the date on which the shareholder first becomes an interested shareholder if the transaction is caused by the interested shareholder. There is an exception to the three year waiting period requirement if:
•
prior to the shareholder becoming an interested shareholder, the board of directors approves the business
|
|
| | |
Cummins
|
| |
Atmus
|
|
| | |
10% interest, the board of directors of the corporation approved either the acquisition of such interest or the proposed business combination.
Cummins has not opted out of the business combinations provision of the IBCL. An election not to be subject to such provision would require an amendment to Cummins’ restated articles of incorporation (such amendment approved by a majority of shareholders), which would become effective 18 months after its passage and apply only to share acquisitions occurring after its effective date.
|
| |
combination or the transaction in which the shareholder became an interested shareholder;
•
upon the consummation of the transaction in which the shareholder became an interested shareholder, the interested shareholder owns at least 85% of the voting stock of the corporation other than shares held by directors who are also officers and certain employee stock plans; or
•
the business combination is approved by the board of directors and by the affirmative vote of at least 662∕3% of the outstanding shares of stock entitled to vote not owned by the interested shareholder at a meeting of shareholders.
The DGCL defines the term “business combination” to include transactions such as mergers, consolidations or transfers with an aggregate market value of at least 10% of the assets of the corporation. The DGCL defines the term “interested shareholder” generally as any person who (together with affiliates and associates) owns (or in certain cases, within the past three years did own) at least 15% of the outstanding shares of stock entitled to vote. A corporation can expressly elect not to be governed by the DGCL’s business combination provisions in its certificate of incorporation or bylaws.
Atmus has not elected to opt out of the business combination provisions of the DGCL. Such an election would require an amendment to Atmus’ amended and restated certificate of incorporation or bylaws (such amendment approved by a majority of outstanding voting shares), which would become effective 18 months after its passage and apply only to share acquisitions occurring after its effective date.
Under the provisions of Atmus’ amended and restated certificate of incorporation and bylaws establishing Atmus’ classified board, it would take at least two elections of directors for any individual or group to gain control of
|
|
| | |
Cummins
|
| |
Atmus
|
|
| | | | | | Atmus’ board of directors. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a proxy contest, making a tender offer or otherwise attempting to gain control of Atmus’ board of directors or Atmus. | |
| | |
PAGE
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | | |
| | | | F-9 | | | |
| | | | F-10 | | |
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
NET SALES(a)
|
| | |
$
|
1,628.1
|
| | | | $ | 1,562.1 | | | | | $ | 1,438.8 | | |
Cost of sales
|
| | |
|
1,195.4
|
| | | | | 1,202.9 | | | | | | 1,089.5 | | |
GROSS MARGIN
|
| | |
|
432.7
|
| | | | | 359.2 | | | | | | 349.3 | | |
OPERATING EXPENSES AND INCOME | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | |
|
174.7
|
| | | | | 139.7 | | | | | | 126.2 | | |
Research, development and engineering expenses
|
| | |
|
42.5
|
| | | | | 38.6 | | | | | | 42.0 | | |
Equity, royalty and interest income from investees
|
| | |
|
33.6
|
| | | | | 28.0 | | | | | | 32.4 | | |
Other operating expense, net
|
| | |
|
0.7
|
| | | | | 5.0 | | | | | | — | | |
OPERATING INCOME
|
| | |
|
248.4
|
| | | | | 203.9 | | | | | | 213.5 | | |
Interest expense
|
| | |
|
25.8
|
| | | | | 0.7 | | | | | | 0.8 | | |
Other income, net
|
| | |
|
3.8
|
| | | | | 8.8 | | | | | | 3.9 | | |
INCOME BEFORE INCOME TAXES
|
| | |
|
226.4
|
| | | | | 212.0 | | | | | | 216.6 | | |
Income tax expense
|
| | |
|
55.1
|
| | | | | 41.6 | | | | | | 46.5 | | |
NET INCOME
|
| | |
$
|
171.3
|
| | | | $ | 170.4 | | | | | $ | 170.1 | | |
PER SHARE DATA: | | | | | | | | | | | | | | | | | | | |
Weighted-average shares for basic EPS
|
| | |
|
83.3
|
| | | | | 83.3 | | | | | | 83.3 | | |
Weighted-average shares for diluted EPS
|
| | |
|
83.4
|
| | | | | 83.3 | | | | | | 83.3 | | |
Basic earnings per share
|
| | |
$
|
2.06
|
| | | | $ | 2.05 | | | | | $ | 2.04 | | |
Diluted earnings per share
|
| | |
$
|
2.05
|
| | | | $ | 2.05 | | | | | $ | 2.04 | | |
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
NET INCOME
|
| | | $ | 171.3 | | | | | $ | 170.4 | | | | | $ | 170.1 | | |
Other comprehensive loss, net of tax | | | | | | | | | | | | | | | | | | | |
Change in pension and other postretirement defined benefit plans
|
| | | | (1.0) | | | | | | 2.4 | | | | | | 0.7 | | |
Foreign currency translation adjustments
|
| | | | 0.6 | | | | | | (16.6) | | | | | | (12.0) | | |
Total other comprehensive loss, net of tax
|
| | | $ | (0.4) | | | | | $ | (14.2) | | | | | $ | (11.3) | | |
COMPREHENSIVE INCOME
|
| | | $ | 170.9 | | | | | $ | 156.2 | | | | | $ | 158.8 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
168.0
|
| | | | $ | — | | |
Accounts and notes receivable, net
|
| | | | | | | | | | | | |
Trade and other receivables
|
| | |
|
184.5
|
| | | | | 174.2 | | |
Related party receivables
|
| | |
|
62.3
|
| | | | | 61.8 | | |
Inventories
|
| | |
|
250.0
|
| | | | | 245.0 | | |
Prepaid expenses and other current assets
|
| | |
|
28.2
|
| | | | | 19.3 | | |
Total current assets
|
| | |
|
693.0
|
| | | | | 500.3 | | |
Property, plant and equipment, net
|
| | |
|
174.6
|
| | | | | 148.4 | | |
Investments and advances related to equity method investees
|
| | |
|
84.8
|
| | | | | 77.0 | | |
Goodwill
|
| | |
|
84.7
|
| | | | | 84.7 | | |
Other assets
|
| | |
|
51.5
|
| | | | | 57.0 | | |
TOTAL ASSETS
|
| | |
$
|
1,088.6
|
| | | | $ | 867.4 | | |
LIABILITIES | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
174.2
|
| | | | $ | 145.9 | | |
Related party payables
|
| | |
|
62.4
|
| | | | | 82.0 | | |
Accrued compensation, benefits and retirement costs
|
| | |
|
41.8
|
| | | | | 18.2 | | |
Current portion of accrued product warranty
|
| | |
|
5.4
|
| | | | | 5.9 | | |
Current maturities of long-term debt
|
| | |
|
7.5
|
| | | | | — | | |
Other accrued expenses
|
| | |
|
83.7
|
| | | | | 79.0 | | |
Total current liabilities
|
| | |
|
375.0
|
| | | | | 331.0 | | |
Long-term debt
|
| | |
|
592.5
|
| | | | | — | | |
Accrued product warranty
|
| | |
|
8.6
|
| | | | | 9.6 | | |
Other liabilities
|
| | |
|
31.8
|
| | | | | 71.2 | | |
TOTAL LIABILITIES
|
| | |
|
1,007.9
|
| | | | | 411.8 | | |
Commitments and contingencies (Note 14) | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | |
Common stock, $0.0001 par value (2,000,000,000 shares authorized and 83,297,796 shares issued and outstanding as of December 31, 2023)
|
| | |
$
|
—
|
| | | | $ | — | | |
Net parent investment
|
| | |
|
—
|
| | | | | 511.4 | | |
Additional paid-in capital
|
| | |
|
49.7
|
| | | | | — | | |
Retained earnings
|
| | |
|
87.2
|
| | | | | — | | |
Accumulated other comprehensive loss
|
| | |
|
(56.2)
|
| | | | | (55.8) | | |
TOTAL EQUITY
|
| | |
|
80.7
|
| | | | | 455.6 | | |
TOTAL LIABILITIES AND EQUITY
|
| | |
$
|
1,088.6
|
| | | | $ | 867.4 | | |
| | |
For the Years Ended
December, |
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Net income
|
| | |
$
|
171.3
|
| | | | $ | 170.4 | | | | | $ | 170.1 | | |
Adjustments to reconcile net income to operating cash flows:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | |
|
21.5
|
| | | | | 21.6 | | | | | | 21.6 | | |
Deferred income taxes
|
| | |
|
(10.0)
|
| | | | | (12.7) | | | | | | (2.7) | | |
Equity in income of investees, net of dividends
|
| | |
|
(7.8)
|
| | | | | 0.4 | | | | | | (2.8) | | |
Foreign currency remeasurement and transaction exposure
|
| | |
|
(4.5)
|
| | | | | (1.9) | | | | | | (5.8) | | |
Changes in current assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| | |
|
(9.4)
|
| | | | | (15.6) | | | | | | 0.2 | | |
Related party receivables
|
| | |
|
(0.7)
|
| | | | | (2.7) | | | | | | (8.0) | | |
Inventories
|
| | |
|
(4.3)
|
| | | | | (9.7) | | | | | | (43.5) | | |
Prepaid expenses and other current assets
|
| | |
|
(8.9)
|
| | | | | (6.1) | | | | | | 10.2 | | |
Accounts payable
|
| | |
|
24.1
|
| | | | | 12.6 | | | | | | 20.5 | | |
Related party payables
|
| | |
|
(19.7)
|
| | | | | 5.9 | | | | | | 28.3 | | |
Other accrued expenses
|
| | |
|
30.2
|
| | | | | 0.8 | | | | | | 19.4 | | |
Changes in other liabilities
|
| | |
|
0.3
|
| | | | | (5.7) | | | | | | 3.4 | | |
Other, net
|
| | |
|
6.9
|
| | | | | 8.4 | | | | | | (1.0) | | |
Net cash provided by operating activities
|
| | |
|
189.0
|
| | | | | 165.7 | | | | | | 209.9 | | |
CASH USED IN INVESTING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Capital expenditures
|
| | |
|
(45.8)
|
| | | | | (37.5) | | | | | | (33.4) | | |
Net cash used in investing activities
|
| | |
|
(45.8)
|
| | | | | (37.5) | | | | | | (33.4) | | |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Long-term debt proceeds
|
| | |
|
650.0
|
| | | | | — | | | | | | — | | |
Payments on long-term debt
|
| | |
|
(50.0)
|
| | | | | — | | | | | | — | | |
Net transfers to Parent
|
| | |
|
(579.5)
|
| | | | | (128.2) | | | | | | (176.5) | | |
Other, net
|
| | |
|
4.3
|
| | | | | — | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | |
|
24.8
|
| | | | | (128.2) | | | | | | (176.5) | | |
Net increase in cash and cash equivalents
|
| | |
|
168.0
|
| | | | | — | | | | | | — | | |
Cash and cash equivalents at beginning of period
|
| | |
|
—
|
| | | | | — | | | | | | — | | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
| | |
$
|
168.0
|
| | | | $ | — | | | | | $ | — | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | | | | | | | | | | | | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | | | | | | | |
Non-cash settlements with Parent
|
| | |
$
|
29.4
|
| | | | $ | — | | | | | $ | — | | |
Non-cash Capital expenditures
|
| | |
$
|
(1.5)
|
| | | | $ | (4.1) | | | | | $ | (1.5) | | |
| | |
Common
Stock |
| |
Net Parent
Investment |
| |
Additional
Paid-in Capital |
| |
Retained
Earnings |
| |
Accumulated
Other Comprehensive Loss |
| |
Total
|
| ||||||||||||||||||
Balance December 31, 2020
|
| | | $ | — | | | | | $ | 475.6 | | | | | $ | — | | | | | $ | — | | | | | $ | (30.3) | | | | | $ | 445.3 | | |
Net income
|
| | | | — | | | | | | 170.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 170.1 | | |
Other comprehensive loss, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11.3) | | | | | | (11.3) | | |
Share-based awards
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net transfers to Parent
|
| | | | — | | | | | | (176.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | (176.5) | | |
Balance December 31, 2021
|
| | | $ | — | | | | | $ | 469.2 | | | | | $ | — | | | | | $ | — | | | | | $ | (41.6) | | | | | $ | 427.6 | | |
Net income
|
| | | $ | — | | | | | $ | 170.4 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 170.4 | | |
Other comprehensive loss, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14.2) | | | | | | (14.2) | | |
Share-based awards
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net transfers to Parent
|
| | | | — | | | | | | (128.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | (128.2) | | |
Balance December 31, 2022
|
| | | $ | — | | | | | $ | 511.4 | | | | | $ | — | | | | | $ | — | | | | | $ | (55.8) | | | | | $ | 455.6 | | |
Net income
|
| | | $ | — | | | | | $ | 84.1 | | | | | $ | — | | | | | $ | 87.2 | | | | | $ | — | | | | | $ | 171.3 | | |
Other comprehensive loss, net of tax
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(0.4)
|
| | | |
|
(0.4)
|
| |
Share-based awards
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
4.3
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
4.3
|
| |
Net transfers (to) from Parent
|
| | |
|
—
|
| | | |
|
(595.5)
|
| | | |
|
45.4
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(550.1)
|
| |
Balance December 31, 2023
|
| | | $ | — | | | | | $ | — | | | | | $ | 49.7 | | | | | $ | 87.2 | | | | | $ | (56.2) | | | | | $ | 80.7 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
United States
|
| | | $ | 746.5 | | | | | $ | 720.5 | | | | | $ | 619.6 | | |
Other international
|
| | | | 881.6 | | | | | | 841.6 | | | | | | 819.2 | | |
Total net sales
|
| | | $ | 1,628.1 | | | | | $ | 1,562.1 | | | | | $ | 1,438.8 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Fuel
|
| | | $ | 705.2 | | | | | $ | 674.7 | | | | | $ | 612.6 | | |
Lube
|
| | | | 305.4 | | | | | | 306.9 | | | | | | 278.7 | | |
Air
|
| | | | 282.4 | | | | | | 267.8 | | | | | | 242.9 | | |
Other
|
| | | | 335.1 | | | | | | 312.7 | | | | | | 304.6 | | |
Total net sales
|
| | | $ | 1,628.1 | | | | | $ | 1,562.1 | | | | | $ | 1,438.8 | | |
| | |
Ownership
Percentage |
| |
December 31,
|
| ||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| ||||||||||||
Shanghai Fleetguard Filter Co. Ltd.
|
| | | | 50.0% | | | | | $ | 24.9 | | | | | $ | 23.9 | | |
Fleetguard Filters Pvt. Ltd.
|
| | | | 49.5% | | | | | $ | 58.0 | | | | | $ | 51.4 | | |
Filtrum Fibretechnologies Pvt. Ltd.
|
| | | | 49.7% | | | | | $ | 1.9 | | | | | $ | 1.7 | | |
Investments and advances related to equity method investees
|
| | | | | | | | | $ | 84.8 | | | | | $ | 77.0 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Shanghai Fleetguard Filter Co. Ltd.
|
| | | $ | 5.9 | | | | | $ | 5.3 | | | | | $ | 10.2 | | |
Fleetguard Filters Pvt. Ltd.
|
| | | $ | 21.5 | | | | | $ | 17.1 | | | | | $ | 16.4 | | |
Filtrum Fibretechnologies Pvt. Ltd.
|
| | | $ | 0.2 | | | | | $ | 0.3 | | | | | $ | 0.2 | | |
Atmus share of net income
|
| | | $ | 27.6 | | | | | $ | 22.7 | | | | | $ | 26.8 | | |
Royalty and interest income
|
| | | $ | 6.0 | | | | | $ | 5.3 | | | | | $ | 5.6 | | |
Equity, royalty and interest income from investees
|
| | | $ | 33.6 | | | | | $ | 28.0 | | | | | $ | 32.4 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Net sales
|
| | | | 435.2 | | | | | | 392.5 | | | | | | 429.7 | | |
Gross margin
|
| | | | 170.0 | | | | | | 136.3 | | | | | | 98.8 | | |
Net income
|
| | | | 56.2 | | | | | | 38.4 | | | | | | 53.9 | | |
Atmus share of net income
|
| | | | 27.6 | | | | | | 22.7 | | | | | | 26.8 | | |
Royalty and interest income
|
| | | | 6.0 | | | | | | 5.3 | | | | | | 5.6 | | |
Total equity, royalty and interest income from investees
|
| | | | 33.6 | | | | | | 28.0 | | | | | | 32.4 | | |
Current assets
|
| | | | 182.5 | | | | | | 157.9 | | | | | | 186.0 | | |
Non-current assets
|
| | | | 87.4 | | | | | | 82.0 | | | | | | 84.1 | | |
Current liabilities
|
| | | | (89.1) | | | | | | (75.9) | | | | | | (88.0) | | |
Non-current liabilities
|
| | | | (4.7) | | | | | | (7.3) | | | | | | (5.3) | | |
Net assets
|
| | | | 176.1 | | | | | | 156.7 | | | | | | 176.8 | | |
Atmus share of net assets
|
| | | | 85.7 | | | | | | 78.9 | | | | | | 88.1 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
U.S. income(1)
|
| | |
$
|
136.3
|
| | | | $ | 69.1 | | | | | $ | 71.9 | | |
Foreign income(1)
|
| | |
|
90.1
|
| | | | | 142.9 | | | | | | 144.7 | | |
Income before income taxes
|
| | |
$
|
226.4
|
| | | | $ | 212.0 | | | | | $ | 216.6 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Current | | | | | | | | | | | | | | | | | | | |
U.S. federal and state
|
| | |
$
|
38.4
|
| | | | $ | 28.6 | | | | | $ | 15.5 | | |
Foreign
|
| | |
|
26.7
|
| | | | | 25.7 | | | | | | 33.7 | | |
Total current income tax expense
|
| | |
|
65.1
|
| | | | | 54.3 | | | | | | 49.2 | | |
Deferred | | | | | | | | | | | | | | | | | | | |
U.S. federal and state
|
| | |
|
(10.4)
|
| | | | | (11.4) | | | | | | 1.6 | | |
Foreign
|
| | |
|
0.4
|
| | | | | (1.3) | | | | | | (4.3) | | |
Total deferred income tax expense (benefit)
|
| | |
|
(10.0)
|
| | | | | (12.7) | | | | | | (2.7) | | |
Income tax expense
|
| | |
$
|
55.1
|
| | | | $ | 41.6 | | | | | $ | 46.5 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Statutory U.S. federal income tax rate
|
| | |
|
21.0%
|
| | | | | 21.0% | | | | | | 21.0% | | |
State income tax, net of federal effect
|
| | |
|
1.4%
|
| | | | | 0.9% | | | | | | 1.0% | | |
Differences in rates and taxability of foreign subsidiaries and joint ventures
|
| | |
|
3.9%
|
| | | | | (2.6)% | | | | | | (1.2)% | | |
Research tax credits
|
| | |
|
(1.3)%
|
| | | | | (0.6)% | | | | | | (1.1)% | | |
Foreign derived intangible income
|
| | |
|
(1.7)%
|
| | | | | (1.3)% | | | | | | (1.2)% | | |
Valuation allowance
|
| | |
|
—%
|
| | | | | (0.4)% | | | | | | 0.7% | | |
Uncertain tax positions
|
| | |
|
0.1%
|
| | | | | 2.5% | | | | | | 1.6% | | |
Other, net
|
| | |
|
0.9%
|
| | | | | 0.1% | | | | | | 0.7% | | |
Effective tax rate
|
| | |
|
24.3%
|
| | | | | 19.6% | | | | | | 21.5% | | |
| | |
December 31,
|
| |||||||||
In millions
|
| |
2023
|
| |
2022
|
| ||||||
Deferred tax assets | | | | | | | | | | | | | |
Foreign carryforward benefits
|
| | |
$
|
5.6
|
| | | | $ | 18.6 | | |
Accrued expenses
|
| | |
|
14.3
|
| | | | | 15.5 | | |
Warranty expenses
|
| | |
|
2.5
|
| | | | | 3.5 | | |
Lease liabilities
|
| | |
|
2.7
|
| | | | | 4.1 | | |
Research and development capitalization
|
| | |
|
15.6
|
| | | | | — | | |
Other
|
| | |
|
5.1
|
| | | | | 12.3 | | |
Gross deferred tax assets
|
| | |
|
45.8
|
| | | | | 54.0 | | |
Valuation allowance
|
| | |
|
(3.7)
|
| | | | | (16.4) | | |
Total deferred tax assets
|
| | |
|
42.1
|
| | | | | 37.6 | | |
Deferred tax liabilities | | | | | | | | | | | | | |
Property, plant and equipment
|
| | |
|
7.8
|
| | | | | 8.0 | | |
Unremitted income of foreign subsidiaries and joint ventures
|
| | |
|
13.9
|
| | | | | 12.4 | | |
Employee benefit plans
|
| | |
|
0.7
|
| | | | | 1.2 | | |
Lease assets
|
| | |
|
3.2
|
| | | | | 4.0 | | |
Other
|
| | |
|
3.7
|
| | | | | 5.0 | | |
Total deferred tax liabilities
|
| | |
|
29.3
|
| | | | | 30.6 | | |
Net deferred tax assets
|
| | |
$
|
12.8
|
| | | | $ | 7.0 | | |
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Balance at beginning of year
|
| | | $ | 16.4 | | | | | $ | 17.6 | | | | | $ | 16.0 | | |
Additions charged to tax expense
|
| | | | 0.1 | | | | | | 0.4 | | | | | | 2.1 | | |
Valuation allowance reversal
|
| | | | — | | | | | | (1.6) | | | | | | (0.5) | | |
Other(1) | | | | | (12.8) | | | | | | — | | | | | | — | | |
Balance at end of year
|
| | | $ | 3.7 | | | | | $ | 16.4 | | | | | $ | 17.6 | | |
| | |
December 31,
|
| |||||||||
In millions
|
| |
2023
|
| |
2022
|
| ||||||
Prepaid expenses and other current assets | | | | | | | | | | | | | |
Refundable income taxes
|
| | | $ | 2.0 | | | | | $ | 0.8 | | |
Other assets | | | | | | | | | | | | | |
Deferred income tax assets
|
| | | $ | 14.2 | | | | | $ | 14.3 | | |
Other accrued expenses | | | | | | | | | | | | | |
Income tax payable
|
| | | $ | 10.3 | | | | | $ | 6.0 | | |
Other liabilities | | | | | | | | | | | | | |
One-time transition tax
|
| | | $ | — | | | | | $ | 0.7 | | |
Deferred income tax liabilities
|
| | | $ | 1.4 | | | | | $ | 7.3 | | |
| | |
December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Balance at beginning of year
|
| | | $ | 22.2 | | | | | $ | 19.0 | | | | | $ | 16.6 | | |
Additions to current year tax positions
|
| | | | 0.2 | | | | | | 3.2 | | | | | | 2.4 | | |
Additions to prior years’ tax positions
|
| | | | — | | | | | | — | | | | | | — | | |
Reductions to prior years’ tax positions(1)
|
| | | | (22.2) | | | | | | — | | | | | | — | | |
Balance at end of year
|
| | | $ | 0.2 | | | | | $ | 22.2 | | | | | $ | 19.0 | | |
| | |
December 31,
|
| |||||||||
In millions
|
| |
2023
|
| |
2022
|
| ||||||
Finished products
|
| | | $ | 179.2 | | | | | $ | 195.9 | | |
Work-in-process and raw materials
|
| | | | 101.1 | | | | | | 92.4 | | |
Inventories at FIFO cost
|
| | | | 280.3 | | | | | | 288.3 | | |
Excess of FIFO over LIFO
|
| | | | (30.3) | | | | | | (43.3) | | |
Total inventories
|
| | | $ | 250.0 | | | | | $ | 245.0 | | |
| | |
December 31,
|
| |||||||||
In millions
|
| |
2023
|
| |
2022
|
| ||||||
Land and buildings
|
| | | $ | 69.9 | | | | | $ | 68.7 | | |
Machinery, equipment and fixtures
|
| | | | 320.8 | | | | | | 304.1 | | |
Construction in process
|
| | | | 57.3 | | | | | | 35.4 | | |
Property, plant and equipment, gross
|
| | | | 448.0 | | | | | | 408.2 | | |
Less: Accumulated depreciation
|
| | | | (273.4) | | | | | | (259.8) | | |
Property, plant and equipment, net
|
| | | $ | 174.6 | | | | | $ | 148.4 | | |
| | |
December 31,
|
| | | | |||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
Balance Sheet Location
|
| ||||||
Assets | | | | | | | | | | | | | | | | |
Operating
|
| | | $ | 24.8 | | | | | $ | 32.4 | | | | Other assets | |
Finance(1) | | | | $ | 0.7 | | | | | $ | 0.6 | | | |
Property, plant and equipment, net
|
|
Total lease assets
|
| | | $ | 25.5 | | | | | $ | 33.0 | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | | |
Operating
|
| | | $ | 7.1 | | | | | $ | 9.0 | | | | Other accrued expenses | |
Finance
|
| | | $ | 0.3 | | | | | $ | 0.4 | | | | Other accrued expenses | |
Long-term | | | | | | | | | | | | | | | | |
| | |
December 31,
|
| | | | |||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
Balance Sheet Location
|
| ||||||
Operating
|
| | | $ | 18.5 | | | | | $ | 23.2 | | | | Other liabilities | |
Finance
|
| | | $ | 0.5 | | | | | $ | 0.7 | | | | Other liabilities | |
Total lease liabilities
|
| | | $ | 26.4 | | | | | $ | 33.3 | | | | | |
|
| | |
Years ended December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Cash paid for amounts included in the measurement of lease liabilities | | | | | | | | | | | | | | | | | | | |
Operating cash flows from operating leases
|
| | | $ | 8.8 | | | | | $ | 9.4 | | | | | $ | 9.4 | | |
Right-of-use assets obtained in exchange for lease obligations | | | | | | | | | | | | | | | | | | | |
Operating leases
|
| | | $ | 11.8 | | | | | $ | 7.4 | | | | | $ | 14.7 | | |
Finance leases
|
| | | $ | 0.2 | | | | | $ | 0.8 | | | | | $ | 1.0 | | |
| | |
December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Weighted-average remaining lease term (in years) | | | | | | | | | | | | | |
Operating leases
|
| | | | 4.2 | | | | | | 3.8 | | |
Finance leases
|
| | | | 3.2 | | | | | | 3.6 | | |
Weighted-average discount rate | | | | | | | | | | | | | |
Operating leases
|
| | | | 4.9% | | | | | | 3.4% | | |
Finance leases
|
| | | | 2.2% | | | | | | 1.5% | | |
In millions
|
| |
Finance
Leases |
| |
Operating
Leases |
| ||||||
2024
|
| | | $ | 0.4 | | | | | $ | 8.1 | | |
2025
|
| | | | 0.2 | | | | | | 6.8 | | |
2026
|
| | | | 0.1 | | | | | | 6.0 | | |
2027
|
| | | | 0.1 | | | | | | 3.6 | | |
2028
|
| | | | 0.1 | | | | | | 2.0 | | |
After 2028
|
| | | | — | | | | | | 2.1 | | |
Total minimum lease payments
|
| | | | 0.9 | | | | | | 28.6 | | |
Interest
|
| | | | (0.1) | | | | | | (3.0) | | |
Present value of net minimum lease payments
|
| | | $ | 0.8 | | | | | $ | 25.6 | | |
| | |
December 31,
|
| |||||||||||||||
In millions
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Balance, beginning of year
|
| | | $ | 15.5 | | | | | $ | 23.9 | | | | | $ | 23.2 | | |
Provision for base warranties issued
|
| | | | 8.6 | | | | | | 1.6 | | | | | | 5.9 | | |
Payments made during period
|
| | | | (6.0) | | | | | | (7.0) | | | | | | (7.6) | | |
Changes in estimates for pre-existing product warranties
|
| | | | (4.0) | | | | | | (2.6) | | | | | | 2.2 | | |
Foreign currency translation and other
|
| | | | (0.1) | | | | | | (0.4) | | | | | | 0.2 | | |
Balance, end of year
|
| | | $ | 14.0 | | | | | $ | 15.5 | | | | | $ | 23.9 | | |
| | |
December 31,
|
| |||||||||
In millions
|
| |
2023
|
| |
2022
|
| ||||||
Current portion
|
| | | $ | 5.4 | | | | | $ | 5.9 | | |
Long-term portion
|
| | | | 8.6 | | | | | | 9.6 | | |
Total
|
| | | $ | 14.0 | | | | | $ | 15.5 | | |
| | |
As of December 31,
2023 |
| |
As of December 31,
2022 |
| ||||||||||||||||||
| | |
Facility
Amount |
| |
Borrowed
Amount |
| |
Facility
Amount |
| |
Borrowed
Amount |
| ||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||
Credit facilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Term loan September 30, 2027(1)
|
| | | | 600.0 | | | | | | 600.0 | | | | | | — | | | | | | — | | |
Revolving credit facility September 30, 2027(1)
|
| | | | 400.0 | | | | | | — | | | | | | — | | | | | | — | | |
|
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |
2028
|
| |
Thereafter
|
| |
Total
|
| ||||||||||||||||||
|
$7.5
|
| | | $ | 22.5 | | | | | $ | 30.0 | | | | | $ | 540.0 | | | | | $ | — | | | | | $ | — | | | | | $ | 600.0 | | |
Country
|
| |
Name of Defined Benefit Plan(s)
|
|
Mexico | | | Pension Plan, Seniority Premium, Termination Indemnity(a) | |
United Kingdom | | | Cummins UK Pension Plan | |
United States | | | The Cummins Pension Plan | |
| | | Cummins Inc. Excess Benefit Retirement Plan | |
| | |
Cummins Inc. Postretirement Health Care and Life Insurance Plans
|
|
Country
|
| |
Name of Defined Benefit Plan(s)
|
|
Belgium | | | Reglement Plannen Leven en Overligden | |
France | | | Indemnité de Départ en Retraite | |
Germany | | | ersorgungsordnung von October 1979 | |
Japan | | | Employee Retirement Allowance Plan | |
Mexico | | | Pension Plan, Seniority Premium, Termination Indemnity(a) | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions)
|
| |||||||||||||||
Currency translation adjustments: | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period
|
| | | $ | (56.7) | | | | | $ | (40.1) | | | | | $ | (28.1) | | |
Currency translation adjustments
|
| | | $ | 0.6 | | | | | $ | (16.6) | | | | | $ | (12.0) | | |
Other comprehensive income (loss), net
|
| | | $ | 0.6 | | | | | $ | (16.6) | | | | | $ | (12.0) | | |
Balance at end of period
|
| | | $ | (56.1) | | | | | $ | (56.7) | | | | | $ | (40.1) | | |
Pensions and other benefit plans: | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period
|
| | | $ | 0.9 | | | | | $ | (1.5) | | | | | $ | (2.2) | | |
Change in pensions and other benefit plans
|
| | | $ | (1.5) | | | | | $ | 3.1 | | | | | $ | 1.0 | | |
Tax benefit (expense)
|
| | | $ | 0.5 | | | | | $ | (0.7) | | | | | $ | (0.3) | | |
Other comprehensive (loss) income, net
|
| | | $ | (1.0) | | | | | $ | 2.4 | | | | | $ | 0.7 | | |
Balance at end of period
|
| | | $ | (0.1) | | | | | $ | 0.9 | | | | | $ | (1.5) | | |
Accumulated other comprehensive loss: | | | | | | | | | | | | | | | | | | | |
Balance at beginning of period
|
| | | $ | (55.8) | | | | | $ | (41.6) | | | | | $ | (30.3) | | |
Total other comprehensive loss, net
|
| | | $ | (0.4) | | | | | $ | (14.2) | | | | | $ | (11.3) | | |
Balance at end of period
|
| | | $ | (56.2) | | | | | $ | (55.8) | | | | | $ | (41.6) | | |
| | |
Number of
Shares |
| |
Grant Date
|
| |
Weighted-Average
Fair Value Per Share |
| |
Weighted-Average
Aggregate Fair Value |
| ||||||
Balance at January 1, 2023
|
| | | | — | | | | | | | | $ | — | | | | | |
Granted
|
| | | | 763,480 | | | |
Various
|
| | | | 28.34 | | | |
$21.6 million
|
|
Vested
|
| | | | — | | | | | | | | | — | | | | | |
Forfeited
|
| | | | — | | | | | | | | | — | | | | | |
Balance at December 31, 2023
|
| | | | 763,480 | | | | | | | | | 28.34 | | | | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||
| | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| | |
(in millions, except per share data)
|
| |||||||||||||||
Net income
|
| | | $ | 171.3 | | | | | $ | 170.4 | | | | | $ | 170.1 | | |
Weighted-average shares for basic EPS
|
| | | | 83.3 | | | | | | 83.3 | | | | | | 83.3 | | |
Plus incremental shares from assumed conversions of long-term incentive plan shares
|
| | | | 0.1 | | | | | | — | | | | | | — | | |
Weighted-average shares for diluted EPS
|
| | | | 83.4 | | | | | | 83.3 | | | | | | 83.3 | | |
Basic earnings per share
|
| | | | 2.06 | | | | | | 2.05 | | | | | | 2.04 | | |
Diluted earnings per share
|
| | | $ | 2.05 | | | | | $ | 2.05 | | | | | $ | 2.04 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
| | |
(in millions)
|
| |||||||||
Operating lease assets(1)
|
| | | $ | 24.8 | | | | | $ | 32.4 | | |
Deferred income taxes
|
| | | | 14.2 | | | | | | 14.3 | | |
Long-term receivables
|
| | | | 3.1 | | | | | | 3.1 | | |
Other
|
| | | | 9.4 | | | | | | 7.2 | | |
Other assets
|
| | | $ | 51.5 | | | | | $ | 57.0 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
| | |
(in millions)
|
| |||||||||
Marketing accruals
|
| | | $ | 42.6 | | | | | $ | 47.3 | | |
Other taxes payables
|
| | | | 12.7 | | | | | | 7.5 | | |
Income taxes payable
|
| | | | 10.3 | | | | | | 6.0 | | |
Current portion of operating lease liabilities(1)
|
| | | | 7.1 | | | | | | 9.0 | | |
Current portion of finance lease liabilities
|
| | | | 0.3 | | | | | | 0.4 | | |
Other
|
| | | | 10.7 | | | | | | 8.8 | | |
Other accrued expenses
|
| | | $ | 83.7 | | | | | $ | 79.0 | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
| | |
(in millions)
|
| |||||||||
Long-term portion of operating lease liabilities(1)
|
| | | $ | 18.5 | | | | | $ | 23.2 | | |
Deferred income taxes
|
| | | | 1.4 | | | | | | 7.3 | | |
Long-term income taxes(1)
|
| | | | 0.2 | | | | | | 29.8 | | |
Other long-term liabilities
|
| | | | 11.7 | | | | | | 10.9 | | |
Other liabilities
|
| | | $ | 31.8 | | | | | $ | 71.2 | | |
|
If using UPS, FedEx or Courier:
|
| |
If using USPS Service:
|
|
|
Broadridge Corporate Issuer Solutions, LLC
|
| |
Broadridge Corporate Issuer Solutions, LLC
|
|
|
Broadridge, Inc.
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
| |
Broadridge, Inc.
Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
|
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