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United States securities and exchange commission logo





                            May 18, 2022

       Toni Y. Hickey
       Chief Legal Officer and Corporate Secretary
       FILT Red, Inc.
       26 Century Boulevard
       Nashville, Tennessee 37214

                                                        Re: FILT Red, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed April 21,
2022
                                                            CIK No. 0001921963

       Dear Ms. Hickey:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted April 21, 2022

       Cover Page

   1.                                                   Please revise your
prospectus cover page to disclose the percentage of voting power held
                                                        by Cummins Inc.
following the offering.
       Prospectus Summary, page 1

   2.                                                   We note your disclosure
that you have "strong relationships" with leading OEMs,
                                                        including CNH
Industrial, Cummins, Daimler, Foton, Komatsu, Navistar, PACCAR/DAF
                                                        and Volvo. Both in the
Prospectus Summary and the Business section, where appropriate,
                                                        please clarify the
nature of the relationship between FILT Red, Inc. and the OEMs,
                                                        including whether the
relationships are represented by a written agreement and the nature
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FirstName  LastNameToni Y. Hickey
FILT Red, Inc.
Comapany
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         of the obligations of the parties.
Risk Factors, page 17

3.       On page 18 you state that you are exposed to supply chain risk. Please
disclose whether
         and how your business segments, products, lines of service, projects,
or operations have
         been materially impacted by supply chain disruptions. For example,
discuss whether you
         have:
             Suspended the production, purchase, sale or maintenance of certain
items due to a
             lack of raw materials, parts, or equipment; inventory shortages;
closed factories or
             stores; reduced headcount; or delayed projects;
             Experienced labor shortages that have impacted your business;
             Experienced higher costs due to increased commodity prices,
challenges sourcing
             materials or constrained capacity at various points in the supply
chain;
             Experienced surges or declines in consumer demand for which you
are unable to
             adequately adjust your supply; or
             Been unable to supply products at competitive prices or at all due
to sanctions, tariffs,
             trade barriers, or political or trade tensions among countries.
         Also revise to describe specifically the actions you planned or taken
in response to these
         events or risks.
4.       To the extent material, disclose any new or heightened risk of
potential cyberattacks by
         state actors or others since Russia's invasion of Ukraine and whether
you have taken
         actions to mitigate such potential risks.
5.       We note that as of March 17, 2022 the Cummins Board of Directors
decided to suspend
         all commercial operations in Russia indefinitely. Please consider
revising your disclosure
         to discuss any material impact:
             Resulting from sanctions, limitations on obtaining relevant
government approvals,
              currency exchange limitations, or export or capital controls,
including the impact of
              any risks that may impede your ability to sell assets located in
Russia, including due
              to sanctions affecting potential purchasers;
             Resulting from the reaction of your investors, employees,
customers, and/or other
              stakeholders to any action or inaction arising from or relating
to the invasion,
              including the payment of taxes of the Russian Federation; and
             That may result if Russia or another government nationalizes your
asserts or
              operations in Russia
         If the impact is not material, please explain why.
6.       Please describe the extent and the nature of the role of the board of
directors in overseeing
         risks related to Russia's invasion of Ukraine. This could include, but
is not limited to,
         risks related to cybersecurity, sanctions, employees based in affected
regions, and supply
         chain/suppliers/service providers in affected regions as well as risks
connected with
         ongoing or halted operations or investments in affected regions.
Cautionary Note, page 43
 Toni Y. Hickey
FirstName  LastNameToni Y. Hickey
FILT Red, Inc.
Comapany
May        NameFILT Red, Inc.
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May 18,
Page 3 2022 Page 3
FirstName LastName

7.       Considering this is an initial public offering, the safe harbor you
cite appears to be
         inapplicable. Please revise accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 59

8.       We note your risk factor on page 28 related to changes in foreign
currency exchange rates
         and its impact on your results of operations. Please revise your
disclosures to quantify,
         where material, the impact that foreign currency translations had on
each statement of
         income line item.
9.       You state on page 58 that material, transportation, labor and other
cost inflation has
         impacted and could continue to impact your business, financial
condition or results of
         operations. Please revise your result of operations to describe in
sufficient detail the
         quantitative impact inflation has had on your results of operations.
Liquidity and Capital Resources, page 63

10.      Please revise your disclosure on page 64 to provide a more robust
discussion of changes in
         operating cash flows between periods. Your revised discussion should
not only quantify
         the impact of the line item(s) which contributed most to the changes
but should also
         provide sufficiently detailed explanations of the reasons for the
fluctuations. In addition,
         clarify how the decrease in net cash provided by operating activities
in 2021 was partially
         offset by lower accounts payable and accrued expenses. Based on your
balance sheets and
         statements of cash flows, it appears that both accounts payable and
accrued expenses
         actually increased in 2021.
Business, page 67

11.      Please provide support for your statement that your warranty is
"market leading."
12.      In your "Sales by Channel" charts here and in your Prospectus Summary,
please break out
         the individual percentage of sales that make up OEM Aftermarket,
Independent
         Distributors, and Retail.
Financial Statements
Combined Statements of Net Income, page F-4

13.      We note that you present a line item titled "Equity, royalty and
interest income from
         investees" within operating income. Please tell us how your
presentation complies with
         Rule 5-03(b)(12) of Regulation S-X.
Notes to Combined Financial Statements
Note 2. Basis of Presentation, page F-9

14.      We note that your financial statements have been prepared on a
carve-out basis and reflect
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FirstName  LastNameToni Y. Hickey
FILT Red, Inc.
Comapany
May        NameFILT Red, Inc.
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         the allocation of direct and indirect expenses. Please address the
following comments:

                Pursuant to Question 1 of SAB Topic 1.B.1, confirm that your
historical financial
              statements reflect all expenses that the parent incurred on your
behalf.

                Since agreements with related parties are, by definition, not
at arm   s length and may
              be changed at any time, please disclose, when practicable,
management   s estimate of
              what your expenses would have been on a stand-alone basis, that
is, the cost that
              would have been incurred if you had operated as an unaffiliated
entity. Provide this
              disclosure for each year for which an income statement was
required when such basis
              produced materially different results. See Question 2 of SAB
Topic 1.B.1.
Note 4: Revenue from Contracts with Customers, page F-16

15.      We note your disclosures of net sales and long-lived assets on a
geographic basis on pages
         F-16 and F-28, respectively. Pursuant to ASC 280-10-50-41, please
revise your
         disclosures to also disclose the amounts attributed to the United
States, your country of
         domicile, and to any individual foreign country with material amounts.
16.      We note that you present a graphic with the percentage of net sales by
product category on
         page 1. Please disclose within your financial statement footnotes your
revenues by
         product category pursuant to ASC 280-10-50-40 or tell us why you
believe such
         information is not required.
Note 15: Relationship with Parent and Related Entities, page F-26

17.      We note your disclosure of related party sales and receivables on page
F-27 and have the
         following comments:

                Pursuant to Rule 4-08(k)(1) of Regulation S-X, please disclose
the amounts of related
              party transactions on the face of your balance sheet, statements
of income,
              and statement of cash flows.

                Tell us if Cummins Inc. has historically or will going forward
resell your products to
              third parties or if Cummins only incorporates your products into
its own. If Cummins
              will resell your products and directly compete with you, please
disclose as such in
              your filing.
Exhibits

18.      To the extent material, please file any agreements related to your
joint venture
         partnerships with Fleetguard Filters Private Ltd., Filtrum
Fibretechnologies Pvt. Ltd. and
         Shanghai Fleetguard Filter Co., Ltd. as exhibits to the registration
statement. Refer to
         Item 601(b)(10) of Regulation S-K.
General
 Toni Y. Hickey
FILT Red, Inc.
May 18, 2022
Page 5
19.   Please revise to discuss whether recent inflationary pressures have
materially impacted
      your operations. In this regard, identify the types of inflationary
pressures you are facing
      and how your business has been affected. Identify actions planned or
taken, if any, to
      mitigate inflationary pressures.
       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,
FirstName LastNameToni Y. Hickey
                                                             Division of
Corporation Finance
Comapany NameFILT Red, Inc.
                                                             Office of
Manufacturing
May 18, 2022 Page 5
cc:       Mark L. Mandel
FirstName LastName
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