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March 17, 2023
Toni Y. Hickey
Chief Legal Officer and Corporate Secretary
Atmus Filtration Technologies Inc.
26 Century Boulevard
Nashville, Tennessee 37214
Re:Atmus Filtration Technologies Inc.
Registration Statement on Form S-1
Filed February 21, 2023
File No. 333-269894
Dear Toni Y. Hickey:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 21, 2023
The Underwriting and the Debt-for-Equity Exchange, page 8
1.Please discuss in greater detail the nature of the debt that is being exchanged for shares of
common stock.  Identify each party who holds the debt and the amount they hold.

 FirstName LastNameToni Y. Hickey
 Comapany NameAtmus Filtration Technologies Inc.
 March 17, 2023 Page 2
 FirstName LastName
Toni Y. Hickey
Atmus Filtration Technologies Inc.
March 17, 2023
Page 2
Unaudited Pro Forma Combined Financial Information
Unaudited Pro Forma Combined Balance Sheet, page 56
2.Please tell us what the $110 million pro forma adjustment to cash and cash equivalents
specifically represents.  Also ensure that you separately quantify the individual
components of pro forma adjustment 2(g) on a gross bass once the amounts are finalized.
Finally, considering the disclosures throughout your filing indicate you will not receive
any proceeds from the offering, tell us why you reference net proceeds related to
an assumed initial public offering on page 53.
Non-GAAP Measures, page 69
3.We note that your Adjusted EBITDA calculation removes "one-time separation costs."
Please tell us and disclose in sufficient detail the nature of the items included within this
adjustment.  In addition, explain to us how these costs do not represent normal cash
operating expenses necessary to operate your business.  Refer to Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Financial Statements, page F-1
4.Please disclose in the notes to your financial statements the actual date through which
subsequent events have been evaluated and state whether such date is the date the
financial statements were issued or the date the financial statements were available to be
issued.  Refer to ASC 855-10-50-1.
Exhibits
5.We note you will enter into a data sharing agreement and a royalty sharing agreement with
Cummins.  Please file these as exhibits to this registration statement.
General
6.We note that the structure of this offering involves the transfer of shares from Atmus
Filtration to debt-for-equity exchange parties for the purpose of satisfying outstanding
indebtedness, followed by the sale of those shares to an underwriter for cash by the debt-
for-equity parties.  Please explain the purpose of structuring the transaction in this
manner.  Explain why Atmus shares are not being offered directly through an underwriter
with the proceeds of such an offering being used to satisfy the Cummins' debt
obligations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameToni Y. Hickey
 Comapany NameAtmus Filtration Technologies Inc.
 March 17, 2023 Page 3
 FirstName LastName
Toni Y. Hickey
Atmus Filtration Technologies Inc.
March 17, 2023
Page 3
statement.
            You may contact Jeff Gordon at 202-551-3866 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark L. Mandel