UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41708

PHINIA Inc.

(Exact name of registrant as specified in its charter)


Delaware						92-2483604
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

3000 University Drive,

Auburn Hills, Michigan 48326

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248) 732-1900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

PHIN

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

__________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant’s common stock held by non-affiliates on June 2830, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1.7 billion, based on the closing price per share of the registrant’s common stock on such date, as reported on the New York Stock Exchange.

As of February 75, ~~2025~~2026, the registrant had 4037,~~813~~915,~~559~~162 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated herein by reference into the Part of the Form 10-K indicated.

Document						Part of Form 10-K into which incorporated
Portions of the PHINIA Inc. Proxy Statement for the 2025 Annual Meeting of Shareholders						Part III
Portions of the PHINIA Inc. Proxy Statement for the 2026 Annual Meeting of Shareholders						Part III

PHINIA Inc

FORM 10-K

YEAR ENDED DECEMBER 31, ~~2024~~2025

INDEX

		Page No.
PART I.
Item 1.	Business	5
Item 1A.	Risk Factors	1213
Item 1B.	Unresolved Staff Comments	2425
Item 1C.	Cybersecurity	2627
Item 2.	Properties	2627
Item 3.	Legal Proceedings	2627
Item 4.	Mine Safety Disclosures	2627
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2728
Item 6.	[Reserved]	2829
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4041
Item 8.	Financial Statements and Supplementary Data	4243
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9398
Item 9A.	Controls and Procedures	9398
Item 9B.	Other Information	9499
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9599
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	95100
Item 11.	Executive Compensation	95100
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	95100
Item 13.	Certain Relationships and Related Transactions and Director Independence	96100
Item 14.	Principal Accountant Fees and Services	96100
PART IV.
Item 15.	Exhibit and Financial Statement Schedules	96101
Item 16.	Form 10-K Summary	96101

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Unless the context requires otherwise, references in this Annual Report on Form 10-K (Form 10-K) to “PHINIA,” the “Company,” “we, “our” or “us” refer to PHINIA Inc. and its consolidated subsidiaries.

This Form 10-K contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are statements other than historical fact that provide current expectations or forecasts of future events based on certain assumptions and are not guarantees of future performance. Forward-looking statements use words such as “anticipate,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” and other words of similar meaning. Forward-looking statements are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:

•adverse changes in general business and economic conditions, including recessions, adverse market conditions or downturns and other factors, including geopolitical tensions and related trade restrictions, impacting the ~~vehicle~~global transportation and industrial equipment industries;

•our ~~ability~~inability to deliver new products, services and technologies in response to changing consumer preferences, ~~increased~~and ~~regulation~~evolving ofexhaust ~~greenhouse gas~~ emissions regulations, ~~and~~or acceleration of the market for electric vehicles or deceleration of the market for alternative fuel technologies, including for use in internal combustion engines;

•competitive industry conditions;

•failure to identify, consummate, effectively integrate or realize the expected benefits from acquisitions, partnerships or ~~partnerships~~other strategic investments;

•~~pricing~~failure ~~pressures~~of ~~from~~or ~~original~~disruption ~~equipment~~in ~~manufacturers~~our ~~(OEMs)~~technology infrastructure, including a disruption related to cybersecurity;

•~~inflation~~pricing ~~rates~~pressures ~~and~~from ~~volatility in the costs of commodities used in the production of our products~~customers;

•~~changes~~elevated ininflation ~~U.S.~~rates and ~~foreign~~volatility ~~administrative~~in ~~policy,~~the ~~including~~costs ~~changes~~of tocommodities ~~existing~~used ~~trade~~in ~~agreements~~the ~~and~~production ~~any~~of ~~resulting~~our ~~changes in international trade relations~~products;

•~~our~~difficulties ~~ability~~launching tonew ~~protect~~machine, ~~our~~engine ~~intellectual~~or ~~property~~vehicle programs;

•~~failure~~changes ofin orU.S. ~~disruption~~and foreign administrative policy, including increases in ~~our~~tariffs, ~~information~~changes ~~technology~~to ~~infrastructure~~existing trade agreements and import or export licensing requirements and exchange controls, ~~including~~and aany ~~disruption~~resulting ~~related~~changes toin ~~cybersecurity~~international trade relations;

•our ~~ability~~inability to identify, attract, retain and develop a qualified global workforce;

•~~difficulties~~our ~~launching~~inability ~~new~~to ~~vehicle~~protect ~~programs~~our intellectual property;

•failure to achieve the anticipated savings and benefits from restructuring and other actions, including those intended to improve future profitability and competitiveness, optimize our product portfolio ~~optimization~~and ~~actions~~operations and execute our strategy;

•extraordinary events, including natural disasters or extreme weather events, ~~fires or similar catastrophic events,~~ political disruptions, terrorist attacks, pandemics or other public health crises, and acts of war;

•risks related to our international operations;

•~~the impact of~~ economic, ~~political~~geopolitical, social and market conditions onimpacting our business in China;

•supply chain disruptions, including due to U.S. and foreign government action;

•our reliance on a limited number of OEM customers;

•supply chain disruptions;

•work stoppages, production shutdowns and similar events or conditions;

•~~governmental~~liabilities ~~investigations and~~ related ~~proceedings~~to ~~regarding~~product ~~vehicle emissions standards~~warranties, ~~including~~litigation ~~the~~and ~~ongoing~~other ~~investigation into diesel defeat devices~~claims;

•current and future environmental, health and safety, human rights and other laws and regulations;

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•~~the~~current ~~impacts~~and offuture ~~climate change~~environmental, ~~regulations~~health ~~related~~and tosafety, ~~climate~~human ~~change~~rights and ~~various~~other ~~stakeholders’~~laws ~~emphasis on climate change~~ and ~~other~~regulations related ~~matters~~to corporate sustainability;

•~~compliance~~tax ~~with~~audits or similar processes, and changes in ~~other~~tax laws ~~and~~or ~~regulations~~tax rates taken by taxing authorities;

•~~liabilities~~governmental investigations and related toproceedings ~~product~~regarding ~~warranties~~vehicle emissions standards, ~~litigation~~including ~~and~~related ~~other~~to ~~claims~~diesel defeat devices;

•~~tax~~the ~~audits~~impacts ~~and~~of ~~changes~~climate inchange, ~~tax~~regulations ~~laws~~related orto ~~tax~~climate ~~rates~~change, ~~taken~~various bystakeholders’ ~~taxing~~emphasis ~~authorities;~~on reducing the impacts of climate change and other related matters;

•~~impairment~~compliance ~~charges~~with onand ~~goodwill~~changes in other laws and ~~indefinite-lived~~regulations ~~intangible~~impacting ~~assets~~our operations;

•~~the~~impairment ~~impact~~charges ofon ~~changes~~goodwill, inindefinite-lived ~~interest~~intangible ~~rates~~assets and ~~asset~~long-lived ~~returns on our pension funding obligations~~assets;

•~~the~~changes ~~impact~~in ofinterest ~~restrictive~~rates ~~covenants~~ and ~~other~~asset ~~requirements~~returns onthat increase our ~~financial~~pension ~~and~~funding ~~operating flexibility pursuant to the agreements governing our indebtedness~~obligations;

•~~risks~~restrictive ~~relating~~covenants toand ~~the~~other ~~Spin-Off~~requirements ~~(as~~impacting ~~defined below), including~~ our ~~ability~~financial ~~to achieve some or all of the benefits that we expect to achieve from the Spin-Off, a determination that the Spin-Off does not qualify as tax-free for U.S. federal income tax purposes,~~ and ~~our~~operating orflexibility ~~our~~pursuant ~~Former Parent’s failure~~ to ~~perform under, or additional disputes that may arise between~~ the ~~parties relating to, various transaction~~ agreements ~~executed~~governing inour ~~connection with the Spin-Off~~indebtedness; ~~and~~

•risks relating to the Spin-Off, including a determination that the Spin-Off does not qualify as tax-free for U.S. federal income tax purposes, our or our Former Parent’s failure to perform under, or additional disputes that may arise between the parties relating to, various transaction agreements executed in connection with the Spin-Off and any amendments and restatements thereto, and the availability of, and our ability to use, various credits and offsets detailed in such agreements or the settlement agreement between the Company and our Former Parent; and

•other risks and uncertainties described in Item 1A, “Risk Factors” and in our other reports filed from time to time with the Securities and Exchange Commission (the SEC).

We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

This Form 10-K contains information about PHINIA’s financial results that is not presented in accordance with accounting principles generally accepted in the United States (GAAP). Such non-GAAP financial measures are reconciled to their most directly comparable GAAP financial measures in this Form 10-K. The reconciliations include all information reasonably available to the Company at the date of this Form 10-K and the adjustments that management can reasonably predict.

Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes.

Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, because not all companies use identical calculations, the non-GAAP financial measures as presented by PHINIA may not be comparable to similarly titled measures reported by other companies.

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PART I

Item 1. Business

PHINIA Inc. (together with its consolidated subsidiaries, the Company or PHINIA) is a Delaware corporation incorporated in 2023. The Company is a leader in the development, design and manufacture of integrated components and systems that are designed to optimize performance, increase efficiency and reduce emissions in combustion and hybrid propulsion for commercial vehicles and industrial applications (medium-duty and heavy-duty trucks, buses and other off-highway construction, marine, agricultural and ~~industrial~~aerospace ~~applications~~and defense), light commercial vehicles (vans and trucks) and light passenger vehicles (passenger cars, mini-vans, cross-overs and sport-utility vehicles). We are a global supplier to most major original equipment manufacturers (OEMs) seeking to meet and exceed increasingly stringent global regulatory requirements and satisfy consumer demands for an enhanced user experience. Additionally, we offer a wide range of original equipment service (OES) solutions and remanufactured products as well as an expanded range of products for the independent (non-OEM) aftermarket (IAM).

Transition to Standalone Company

On December 6, 2022, BorgWarner Inc., a manufacturer and supplier of automotive industry components and parts (BorgWarner, or Former Parent) announced plans for the complete legal and structural separation of its Fuel Systems and Aftermarket businesses by the spin-off of its wholly-owned subsidiary, PHINIA, which was formed on February 9, 2023 (the Spin-Off).

On July 3, 2023, BorgWarner completed the Spin-Off in a transaction intended to qualify as tax-free to BorgWarner’s stockholders for U.S. federal income tax purposes, which was accomplished by the distribution of the outstanding common stock of PHINIA to holders of record of common stock of BorgWarner on a pro rata basis. Each holder of record of BorgWarner common stock received one share of PHINIA common stock for every five shares of BorgWarner common stock held on June 23, 2023, the record date. In lieu of fractional shares of PHINIA, BorgWarner stockholders received cash. As a result of these transactions, all of the assets, liabilities, and legal entities comprising BorgWarner’s Fuel Systems and Aftermarket businesses are now owned directly, or indirectly through its subsidiaries, by PHINIA. PHINIA is an independent public company trading under the symbol “PHIN” on the New York Stock Exchange.

Recent Acquisition

On August 1, 2025, the Company acquired 100% of Swedish Electromagnet Invest AB (SEM) for $47 million, comprised of $15 million of cash paid and $32 million cash used to extinguish debt assumed through the acquisition. SEM is part of the Fuel Systems segment, and is a prominent provider of advanced natural gas, hydrogen and other alternative fuel ignition systems, injector stators and linear position sensors. Refer to Note 2, “Acquisition” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

Narrative Description of Reportable Segments

The Company reports its results under two reportable segments: Fuel Systems and Aftermarket.

In the fourth quarter of 2025, the Company made a strategic decision to shift a significant portion of the OES business, previously reported in its Aftermarket segment, to the Fuel Systems segment, as distribution will now be handled by the Fuel Systems locations that manufacture the products. This is expected to streamline the sales structure to external customers while also reducing administrative efforts. The reporting segment disclosures have been updated accordingly which included recasting prior period information for the new reporting structure.

Net sales by reportable segment were as follows:

Year Ended December 31,

(in millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Fuel Systems

2,~~264~~320

2,~~407~~275

2,~~293~~417

Aftermarket

1,~~393~~306

1,~~329~~282

1,~~284~~231

Inter-segment eliminations

(~~254~~143)

(~~236~~154)

(~~229~~148)

Net sales

3,~~403~~483

3,~~500~~403

3,~~348~~500

The sales information presented above does not include the sales by the Company’s unconsolidated joint venture (see sub-heading “Joint Venture” below). Such unconsolidated sales totaled approximately $224 million, $228 million, and $235 million for the years ended December 31, 2024, 2023 and 2022, respectively. In addition, the sales information for the years ended December 31, 2024 and 2023 includes $23 million and $50 million, respectively, of certain contract manufacturing agreements with BorgWarner that were entered into at the time of the Spin-Off.

Fuel Systems

The Fuel Systems segment provides advanced fuel injection systems, fuel delivery modules, canisters, sensors, electronic control modules and associated software. Our highly engineered fuel injection systems portfolio includes pumps, injectors, fuel rail assemblies, engine control modules, and complete systems, including software and calibration services, that reduce emissions and improve fuel economy for traditional and hybrid applications.

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Fuel Systems

The Fuel Systems segment provides advanced fuel injection systems, fuel delivery modules, canisters, sensors, electronic control modules and associated software, as well as OES solutions. Our highly engineered fuel injection systems portfolio includes pumps, injectors, fuel rail assemblies, engine control modules, and complete systems, including software and calibration services, that reduce emissions and improve fuel economy for traditional and hybrid applications.

Aftermarket

The Aftermarket segment sells products to independent aftermarket customers ~~and OES customers~~. Its product portfolio includes a wide range of products as well as maintenance, test equipment and vehicle diagnostics solutions. Additionally, we offer a diverse portfolio of original equipment service solutions and remanufactured products. The Aftermarket segment also includes sales of starters and alternators to OEMs.

Financial Information About Reportable Segments

Refer to Note 2224, “Reportable Segments and Related Information,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for financial information about the Company's reportable segments.

Joint Venture

As of December 31, ~~2024~~2025, the Company had one unconsolidated joint venture in which it exercises significant influence but has a less-than-100% ownership interest. Results from the unconsolidated joint venture are reported by the Company using the equity method of accounting pursuant to which the Company records its proportionate share of the joint venture’s income or loss each period.

Management of the unconsolidated joint venture is shared with the Company’s joint venture partner. Certain information concerning the Company's unconsolidated joint venture is set forth below:

Joint venture

Products

Year organized

Percentage
owned by the
Company

Location of
operation

Joint venture partner

Delphi-TVS Diesel Systems Ltd

Diesel fuel injection equipment

2001

52.5%

India

Cheema TVS Industrial Ventures Private Limited

Financial Information About Geographic Areas

The Company has a global presence. During the year ended December 31, ~~2024~~2025, approximately 37% of the Company’s net sales were generated in the United States, and 63% were generated outside the United States. Refer to Note 2224, “Reportable Segments and Related Information,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for additional financial information about geographic areas.

Product Lines and Customers

During the year ended December 31, ~~2024~~2025, approximately 3435% of the Company’s net sales were for ~~independent~~Service ~~aftermarket~~(OES ~~customers~~ and ~~OES~~IAM), approximately 2725% were for light passenger vehicle applications;, approximately 2019% were for light commercial vehicle ~~and industrial~~ applications;, approximately 1815% were for ~~light~~medium and heavy duty commercial vehicle applications, and 16% for off-highway, industrial and other markets.

~~The~~During ~~Company’s worldwide net sales to General Motors Company during~~ the ~~years~~year ended December 31, ~~2024~~2025, ~~2023,~~approximately ~~and 2022 were 17%,~~ 16%, ~~and 12%, respectively. No other single customer accounted for more than 10%~~ of the Company’s ~~consolidated~~ net sales inwere ~~any~~gasoline offuel ~~the~~systems ~~years~~for ~~presented.~~light ~~Sales~~passenger tovehicle ~~the~~applications ~~Company’s~~and ~~top~~approximately ~~five~~12% ~~customers~~were ~~represented~~diesel ~~40%~~fuel ofsystems ~~sales~~ for ~~the~~medium ~~year~~and ~~ended~~heavy ~~December 31,~~duty ~~2024~~commercial vehicle applications.

The Company’s products are generally sold directly to OEMs, substantially pursuant to negotiated annual contracts, long-term supply agreements or terms and conditions as may be modified by the parties. Deliveries are subject to periodic authorizations based upon OEM production schedules. The Company typically ships its products directly from its plants to the OEMs.

Sales and Marketing

The Fuel Systems and Aftermarket segments each have their own sales function. Account managers for each of our businesses are assigned to serve specific customers for one or more of the businesses’ products. Account managers spend the majority of their time in direct contact with customers’ purchasing and engineering employees and are responsible for servicing existing business and for identifying and obtaining new business. Because of their close relationship with customers, account managers are able to identify and meet customers’ needs based upon their knowledge of our product design and manufacturing capabilities. Upon securing a new order, account managers participate in product launch team activities and serve as a key interface with customers. In addition, sales and marketing employees of our reportable segments often work together to explore cross-development opportunities where appropriate.

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The Company’s worldwide net sales to General Motors Company during the years ended December 31, 2025, 2024, and 2023 were 18%, 17%, and 16%, respectively. No other single customer accounted for more than 10% of the Company’s consolidated net sales in any of the years presented. Sales to the Company’s top five customers represented 37% of sales for the year ended December 31, 2025.

Certain of the Company’s products are generally sold directly to OEMs, substantially pursuant to negotiated annual contracts, long-term supply agreements or terms and conditions as may be modified by the parties. Deliveries are subject to periodic authorizations based upon OEM production schedules. The Company typically ships its products directly from its plants to the OEMs.

Sales and Marketing

Seasonality

Our operations are directly related to the commercial vehicle and light vehicle industries. Consequently, our segments may experience seasonal fluctuations to the extent vehicle production slows, such as for OEM shutdowns in summer or winter, and for aftermarket parts depending on primary repair periods (summer for buses) or primary failure periods due to extreme heat or cold.

Research and Development

We have our own research and development (R&D) organization, including engineers and technicians, engaged in R&D activities at facilities around the globe. We also operate testing facilities such as prototype, measurement and calibration, life-cycle testing, dynamometer testing and validation laboratories. By working closely with OEMs and other customers and anticipating their future product needs, our R&D employees conceive, design, develop, test and validate new proprietary components and systems. R&D employees also work to improve current products and production processes. We believe our commitment to R&D will allow us to continue to obtain new orders from our ~~OEM~~ customers.

Our net R&D costs are primarily included in selling, general and administrative expenses of the Consolidated Statements of Operations. Customer reimbursements are netted against gross R&D costs as they are considered a recovery of cost. Customer reimbursements for prototypes are recorded net of prototype costs based on customer contracts, typically either when the prototype is shipped or when it is accepted by the customer. Customer reimbursements for engineering services are recorded when performance obligations are satisfied in accordance with the contract. Financial risks and rewards transfer upon shipment, acceptance of a prototype component by the customer or upon completion of the performance obligation as stated in the respective customer agreement.

Year Ended December 31,

(in millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Gross R&D costs

~~209~~190

~~188~~209

~~200~~188

Customer reimbursements

(9785)

(8097)

(9680)

Net R&D costs

~~112~~105

~~108~~112

~~104~~108

Net R&D costs as a percentage of net sales were 3.30%, 3.13% and 3.1% for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Intellectual Property

Intellectual property rights are important and valuable assets to our company. We have in the past and will continue in the future to file applications to protect our own rights, or to obtain licenses from third parties, when and where appropriate. We currently hold over 2,~~500~~750 active pending applications and issued patents worldwide, and ~~numerous~~over 1,900 pending and registered trademarks worldwide. Many of our trademarks are well-known in the markets in which we operate, and are key differentiators in particular for our aftermarket business. In certain instances, we also license some of our intellectual property assets to third parties, and in some cases, receive royalties in return. While we consider our intellectual property portfolio on the whole to be important, we do not consider our business to be materially dependent upon any one single intellectual property right or agreement.

Competition

We compete globally with a number of other manufacturers and distributors that produce and sell similar products. Many of these competitors are larger, have more diverse product portfolios and have greater resources than us. Technological innovation, application engineering development, quality, price, delivery and program launch support are the primary methods of competition.

Our major competitors are Robert Bosch GmbH, Cummins Inc., Denso Corporation, Dorman Products, Inc., Hitachi Astemo, Ltd., Hyundai KEFICO, Marelli, Valeo, Schaeffler Group, SEG Automotive, Aisan Industry Co., Ltd., Tenneco, ZF Group, SMP Auto Inc., Vitesco Technologies, Kayser, Mahle GmbH, and TI Fluid Systems.

For many of our products, our competitors include suppliers in parts of the world that enjoy economic advantages such as lower labor costs, lower health care costs, lower tax rates and, in some cases, export subsidies and/or raw materials subsidies. Also, see Item 1A, “Risk Factors.”

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operate, and are key differentiators in particular for our aftermarket business. In certain instances, we also license some of our intellectual property assets to third parties, and in some cases, receive royalties in return. While we consider our intellectual property portfolio on the whole to be important, we do not consider our business to be materially dependent upon any one single intellectual property right or agreement.

Competition

We compete globally with a number of other manufacturers and distributors that produce and sell similar products. Many of these competitors are larger, have more diverse product portfolios and have greater resources than us. Price, quality, speed of delivery, technological innovation, supply chain resilience, sourcing strategies, engineering development, scope of product technology system solutions, and program launch support are primary elements of competition.

For many of our products, our competitors include suppliers in parts of the world that enjoy economic advantages such as lower labor costs, lower health care costs, lower tax rates and, in some cases, export or raw materials subsidies. Also, see Item 1A, “Risk Factors.”

Human Capital Management

Our ability to attract, engage, retain and develop a highly skilled workforce globally is critical to our ~~sustained~~long-term success and ~~the~~ growth ~~of our business~~. We believe the ~~broad array of~~ skills, backgrounds, experiences, and industry knowledge of our talented employees are critical to our success and advance our efforts in cultivating an inclusive culture, driving operational excellence, executing our business strategy and providing innovative products and solutions designed to ~~optimize performance, increase efficiency and~~ solve our customers’ biggest challenges. This belief is core to our human capital management strategy, which is focused on creating an inclusive and performance-based environment that fosters learning and development and empowers our people to deliver business results while supporting our Company values and vision for powering a better tomorrow.

AsOur ofpeople ~~December 31~~strategy framework focuses on developing and empowering our people to deliver business results through our PHINIA core values. Through this framework, ~~2024~~we enable an inclusive, ~~our~~performance-based ~~workforce~~environment ~~was~~that ~~composed~~fosters oflearning ~~salaried~~and skills development, while providing programs, processes and ~~hourly~~resources ~~employees~~that support our people in ~~the~~delivering ~~following~~business ~~geographic~~value ~~regions~~and advancing our vision of powering a better tomorrow.

Americas			5,600
Asia			1,600
Europe			5,500
Total Employees			12,700
Salaried			4,800
Hourly			7,900
Total Employees			12,700

As of December 31, 2025, our workforce was composed of 12,500 salaried and hourly employees, with a geographically diverse footprint.

We advance our human capital management strategy through programs and initiatives focused on inclusion, total rewards, culture and engagement, learning and development, and health and safety.


Americas			5,500
Asia			1,700
Europe			5,300
Total Employees			12,500

Salaried			4,900
Hourly			7,600
Total Employees			12,500

~~Inclusion. Humility, inclusivity, integrity and accountability are the Company’s people-focused core values.~~ We ~~strive~~advance ~~to cultivate a culture where differences are valued, respected and embraced and provide tools and opportunities to help all employees reach their full potential. We regularly review~~ our ~~policies,~~people ~~programs~~strategy and ~~initiatives~~empower ~~designed to promote an inclusive workforce~~ and ~~confirm~~support ~~their alignment with~~ our ~~strategies~~employees ~~and~~through ~~efforts to foster a highly qualified~~ talent and ~~leadership~~development ~~pipeline consisting of individuals with diverse perspectives~~programs, ~~skills~~our ~~and~~total ~~experiences.~~rewards ~~We believe recognition~~program, ~~and~~health ~~appreciation for, differences in backgrounds~~ and ~~experiences~~safety ~~is an important part of creating a greater understanding of each other. Through our various~~ initiatives, weour ~~support~~inclusion ~~this~~strategy ~~belief~~ and ~~showcase~~community ~~the~~engagement ~~broad spectrum of backgrounds, experiences, and skills of our talented employees~~efforts.

~~Our~~Learning, ~~Code~~Development ofand ~~Ethical~~Engagement. ~~Conduct~~We ~~outlines~~develop and empower our ~~expectations~~greatest ~~for~~asset, ~~employees~~our people, to ~~act~~reach ~~ethically~~their ~~and~~full ~~responsibly~~potential and ~~sets~~deliver ~~the~~business ~~tone~~results ~~for~~while ~~employee~~embracing ~~interactions~~our ~~with~~shared ~~each~~values. ~~other~~Through training and ~~external~~formal ~~stakeholders~~development toopportunities, ~~create~~we asupport ~~respectful,~~employees ~~inclusive~~in building the skills needed to achieve both short- and ~~productive~~long-term ~~business~~career ~~environment~~goals. We ~~seek~~have our own tailored technical training along with a Leadership Development Program specifically designed to ~~reinforce~~grow our ~~employees’~~technical ~~understanding~~and ofleadership ~~the~~pipelines. ~~Code~~Our byprograms ~~requiring~~are ~~training~~delivered ~~for~~through ~~new~~multiple ~~hires~~formats to ensure flexibility, accessibility, and ~~refresher~~scalability, ~~training~~making ~~for~~our ~~other~~learning ~~employees.~~solutions adaptable to the needs of an evolving global workforce and workplace.

~~Total Rewards.~~ Our ~~total~~formal ~~rewards~~performance ~~program~~management isprocess, ~~aligned~~which toleverages our ~~employee~~human ~~value~~capital ~~proposition~~management ~~and critical to our ability to attract~~system, ~~engage~~enables ~~and~~managers ~~retain a highly talented workforce. Through this program, we deliver reward~~ and ~~recognition~~employees ~~programs~~to ~~and~~set ~~competitive~~goals ~~pay~~aligned ~~and~~with ~~benefit~~our ~~packages,~~business ~~including~~strategy ~~benefits to support health~~ and ~~wellbeing,~~core ~~disease prevention~~values, ~~management~~provide ofongoing ~~chronic~~feedback ~~conditions,~~ and ~~emotional~~identify ~~health.~~development ~~All~~opportunities ~~full-~~to ~~and~~help ~~part-time~~ employees ~~are~~reach ~~eligible~~their tofull ~~participate~~potential. inWe ~~our~~also ~~retirement~~offer ~~plans, family-friendly leave programs, and flexible work policies, unless precluded by collective bargaining agreements or national statutory plans.~~

Additionally, our compensation infrastructure for salaried employees provides a globally consistent framework, with appropriate flexibility and country specific market data informing pay decisions and supporting our ability to provide market competitive compensation, which enables us to attract and retain highly qualified talent. We offer pay and benefits that are competitive and consistent with employee positions, skill levels, experience, knowledge, and geographic location.

Culture and Engagement. We regularly conduct engagement surveys to solicit feedback from employees on a variety of topics. We incorporate this feedback into actions plans across the organization with the aim of continually improving the employee experience and ensuring our workforce remains engaged and motivated to deliver outstanding results. Our team closely monitors employee turnover as part of our efforts to identify potential opportunities for improving employee retention. Additionally, we give our employees the opportunity to give back to their local communities, through community service, environmental initiatives, and educational involvement.

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~~Employees~~traditional atand ~~some~~reverse ofmentoring ~~our~~programs. ~~non~~Our reverse mentoring program pairs early-~~U.S.~~career ~~facilities~~talent ~~are~~with ~~unionized.~~senior Weleaders ~~recognize~~to ~~that~~foster collaboration, inencourage ~~many~~dialogue, ofand broaden perspectives across the ~~locations~~organization. ~~where~~Additionally, we ~~operate,~~maintain ~~employees~~a ~~have~~regular ~~freedom~~cadence of ~~association~~talent ~~rights~~reviews ~~with~~and ~~third-party~~robust ~~organizations~~succession ~~such~~planning asfor ~~labor~~key ~~unions~~roles. WeThese ~~respect~~processes ~~and~~leverage ~~support~~talent ~~those~~pools ~~rights,~~to ~~including~~tailor ~~the~~development ~~right~~opportunities toin ~~collective~~line ~~bargaining,~~with incareer ~~accordance~~aspirations ~~with~~and ~~local~~organizational ~~laws~~needs.

~~Learning and Development.~~ We ~~provide~~regularly ~~training~~conduct ~~and~~employee ~~formal~~engagement ~~development~~surveys ~~opportunities~~to ~~for~~gather ~~our~~feedback ~~employees~~on toa ~~enable~~range ~~them~~of totopics ~~build~~and ~~the~~use ~~skills~~these ~~needed~~insights to ~~reach~~develop ~~their~~action ~~short-~~plans ~~and~~across ~~long-term~~the ~~career goals~~organization. ~~These~~Our ~~opportunities~~goal ~~are~~is ~~delivered~~ to ~~employees~~continuously inenhance employee experience and maintain a ~~variety~~highly ofengaged, ~~formats~~motivated workforce committed to ~~make~~delivering exceptional results. Through our ~~portfolio~~latest ofcomprehensive ~~learning~~engagement ~~and~~survey ~~development~~conducted ~~solutions~~in ~~flexible~~2024, ~~accessible,~~84% ~~scalable~~of ~~and~~employees ~~translatable~~responded, helping to ~~meet~~identify ~~the~~several ~~needs~~opportunities ofto enhance our ~~evolving~~employee ~~global workplace and workforce~~experience.

~~Our~~Total ~~formal~~Rewards. ~~performance~~Our ~~management~~“YOU ~~system~~Matter” ~~enables~~total ~~managers~~rewards ~~and~~program ~~employees~~is toaligned ~~set goals that align~~ to our people strategy framework and ~~core~~critical ~~values,~~to ~~provide~~our ~~formal~~ability ~~feedback~~to ~~throughout the year~~attract, ~~and~~engage ~~identify professional development goals~~ and ~~opportunities~~retain toa ~~assist~~highly ~~employees~~skilled ~~in reaching their full potential~~workforce. WeThrough ~~also~~this ~~offer~~program, ~~employees~~we ~~the~~deliver ~~opportunity~~benefits ~~to participate in traditional~~ and ~~reverse~~resources ~~mentoring~~that ~~programs.~~support ~~Our~~the ~~reverse~~physical, ~~mentoring~~mental ~~program pairs early career talent with more senior leadership~~ and isfinancial ~~designed~~well-being toof ~~promote~~our ~~collaboration~~employees, ~~foster~~tailoring ~~dialogue,~~programs ~~and~~to ~~raise~~geography ~~awareness~~ and ~~understanding~~locally ofidentified ~~different~~employee ~~perspectives~~and tobusiness ~~deliver on our collective goals~~needs. ~~Finally~~Additionally, we ~~have~~recognize aemployees ~~regular~~and ~~cadence~~their ofcontributions ~~talent~~through ~~reviews~~several recognition and ~~robust~~reward ~~succession~~programs, ~~plans~~as ~~for~~well ~~key~~as ~~roles~~through in the ~~Company,~~delivery ~~which includes the use~~ of ~~talent~~market-competitive ~~pools to help tailor development in line with career aspirations and trajectories~~compensation.

~~Health~~Benefit ~~and~~packages ~~Safety.~~include ~~The~~benefits ~~health~~ and ~~safety~~programs ofdesigned ~~our employees is a top priority. We are dedicated~~ to ~~continually~~support ~~improving~~ health and ~~safety~~well-being, ~~performance~~including ~~through~~disease ~~education~~prevention, ~~managing~~management ~~and~~of ~~mitigating~~chronic ~~risk~~conditions and ~~building~~programs aand ~~culture~~resources ~~where~~to ~~safety~~support ~~comes~~employees ~~first~~in ~~and~~improving isor ~~embedded~~managing astheir afinancial, ~~value.~~emotional Weand ~~maintain~~physical ~~safety~~well-being. ~~management~~All ~~systems~~full- atand ~~all~~part-time ofemployees ~~our~~are ~~manufacturing~~eligible ~~facilities.~~to ~~Our~~participate ~~manufacturing~~in ~~locations~~our ~~that~~retirement ~~supply~~plans ~~directly~~and tofamily-friendly ~~OEM~~leave ~~customers~~programs, ~~are~~unless ~~certified~~precluded toby ~~the~~collective ~~ISO~~bargaining ~~45001:2018~~agreements ~~Occupational~~or ~~health~~national ~~and~~statutory ~~safety management standard~~plans.

WeOur ~~engage~~compensation ~~employees~~infrastructure ~~across~~for ~~different~~salaried ~~roles~~employees ~~and~~provides ~~geographies~~a ~~through~~globally ~~ongoing~~consistent ~~workplace~~framework, ~~safety~~with ~~training~~appropriate flexibility and ~~prevention~~country-specific ~~initiatives,~~salary ~~best~~structures ~~practice~~informed ~~sharing,~~by ~~safety~~comprehensive ~~meetings~~market compensation surveys, business needs and ~~recognition~~other ~~programs~~data. ~~These~~This ~~initiatives~~infrastructure informs pay decisions, supporting our ability to provide competitive compensation and ~~programs~~enabling ~~aim~~us to ~~facilitate~~attract ~~engagement~~and retain highly skilled talent. Our competitive compensation packages also are consistent with employee positions, ~~share~~skill ~~successes~~levels, ~~and~~experience, ~~focus~~knowledge, ~~employees~~and ongeographic ~~continually~~location. ~~improving~~We support the ~~safety~~principle of ~~our~~equal ~~work~~pay ~~environments~~for equal work and ~~fostering~~are ~~safe~~committed to periodically engaging external advisors to assess and ~~healthy~~advise on our compensation practices., programs, and principles.

Inclusion. Humility, inclusivity, integrity, and accountability are core values that guide our people-focused and inclusive culture. Recognizing differences in backgrounds and experiences as strengths enables us to foster this culture, which we believe drives innovation, enhances employee engagement and improves customer connection, ultimately leading to greater business success. We provide employees with tools and opportunities to help them reach their full potential. Our employees are also provided with the opportunity to participate, on a voluntary basis, in programs and initiatives at the global and local level that are intended to support the attraction, engagement, retention and development of highly skilled talent, promote effective collaboration in an environment free of all discrimination and biases, and form teams with a range of perspectives, skills and backgrounds.

Our Code of Ethical Conduct (the Code) outlines the standards that we hold each other and ourselves accountable to, defining the behaviors and actions expected for employees to act ethically, honestly and responsibly. The Code sets the tone for employee interactions with each other and external stakeholders to create a respectful and productive business environment. We reinforce our employees’ understanding of the Code through required training for new hires, as well as refresher training for all employees.

We recognize that, at certain locations where we operate, employees have freedom of association rights with third-party organizations such as labor unions. We respect and support those rights, including the right to collective bargaining, in accordance with local laws. Employees at some of our non-U.S. facilities are unionized and, in certain countries, particularly within Europe, certain employees are represented by an employee organization, such as a works council.

Health and Safety. The health and safety of our employees is a top priority – discussed on a regular basis at the highest level by our CEO and management, with strategic direction provided by our Global Safety Leadership team consisting of members of management, health and safety leaders and plant managers from all regions. We are dedicated to continually improving health and safety performance through education, managing and mitigating risk and maintaining a culture where safety comes first and is embedded in our core values. We maintain safety management systems at all of our manufacturing facilities. Our manufacturing locations that supply directly to OEM customers are certified to the ISO 45001:2018, 14001 and IATF 16949/ISO 9001 standards, with the exception of one facility that was acquired by the Company during 2025 in connection with the SEM acquisition.

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We engage employees across different roles and geographies through ongoing workplace safety training and prevention initiatives, best practice sharing, safety meetings and recognition programs. These initiatives and programs aim to facilitate engagement, share successes and focus on employees continually improving the safety of our work environments and fostering safe and healthy practices.

Community Engagement. Through our community engagement initiatives, we believe in supporting the communities in which we live and work, encouraging employee involvement in local activities and charities. We focus on three core pillars of community engagement – Education, Clean World, and Community Service – in reinforcing our commitment to leading responsibly and supporting our communities.

Raw Materials

We use a variety of raw materials in the production of our products including aluminum, copper, nickel, plastic resins, steel, certain alloy elements, and semiconductor chips. Manufacturing operations for each of our operating segments are dependent upon natural gas (including carbon dioxide and helium), fuel oil, and electricity.

We use a variety of measures to limit the impact of supply shortages and inflationary pressures. Our global procurement organization works to accelerate cost reductions, purchase from best-cost regions, optimize the supply base, and mitigate risk, ~~and~~including ~~collaborate~~through onnear ~~our~~shoring ~~buying~~and ~~activities~~dual sourcing strategies. In addition, we use long-term contracts, cost sharing arrangements, design changes, ~~customer buy programs,~~ and limited financial instruments to help control costs wherever beneficial. The Company intends to use similar measures in ~~2025~~2026 and beyond. Refer to Note 1416, “Financial Instruments,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for information related to the Company’s hedging activities.

Prices for commodities remain volatile, and since ~~the~~2024 ~~beginning of 2021,~~ the Company has experienced price increases for energy, gases and base metals (e.g., steel, aluminum and copper) ~~while slightly decreasing in 2024~~. In addition, many global economies are experiencing elevated levels of ~~inflation~~trade ~~more generally~~restrictions, which is driving an increase in other input costs. As a result, the Company has experienced, and isexpects ~~continuing~~to continue to experience, higher costs. For 2025, the Company believes there will be lower levels of continued inflationary pressures in certain raw materials, labor and energy. Supplies of other raw materials are adequate and available from multiple sources to support our manufacturing requirements.

New trade regulations, including export controls on rare earth metals and semiconductors, increases in tariffs and elevated levels of steel mill plant closures could also have a material impact on our business by increasing our input costs or limiting supplies, ultimately requiring more flexibility in our supply locations through near shoring and dual sourcing.

Government Regulations

We are subject to extensive and varied laws and regulations in the jurisdictions in which we operate, including those relating to: anti‑corruption and trade,; anti-money laundering,; ~~environmental matters,~~ import and export compliance,; antitrust; corporate sustainability, ~~data~~including ~~security~~environmental, health and ~~privacy,~~safety ~~employment,~~and ~~public~~human ~~health~~rights; data security and ~~safety,~~privacy; employment; intellectual property,; transportation,; zoning,; and fire codes. Our policies mandate compliance with all applicable laws and regulations, and we operate our business in accordance with standards and procedures designed to comply with these laws and regulations.

Our practice is to identify potential regulatory and quality risks early in the design and development process and proactively manage them throughout the product lifecycle through the use of routine assessments, protocols, standards, performance measures and audits. New regulations and changes to existing regulations are managed in collaboration with our OEM and other customers and implemented through our global systems and procedures designed to ensure compliance with existing laws and regulations. We demonstrate material content compliance through the International Material Data System (IMDS), which is the vehicle industry material data system. In the IMDS, all materials used for vehicle manufacturing are archived and maintained to meet the obligations placed on the vehicle manufacturers, and thus on their suppliers, by national and international standards, laws and regulations.

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collaboration with our OEM customers and implemented through our global systems and procedures designed to ensure compliance with existing laws and regulations. We demonstrate material content compliance through the International Material Data System (IMDS), which is the vehicle industry material data system. In the IMDS, all materials used for vehicle manufacturing are archived and maintained to meet the obligations placed on the vehicle manufacturers, and thus on their suppliers, by national and international standards, laws and regulations.

The Company works collaboratively with a number of stakeholder groups, including government agencies such as the National Highway Traffic Safety Administration, our customers and our suppliers, to proactively engage in federal, state and international public policy processes.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for a discussion of the impact of environmental regulations on the Company’s business. Also, see Item 1A, “Risk Factors.”

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Available Information

Through the Company’s investor relations website (investors.phinia.com), the Company makes available, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and other filings with the SEC as soon as reasonably practicable after they are filed or furnished.

Dissemination of Company Information

The Company intends to make future announcements regarding Company developments and financial performance through its websites, www.phinia.com and investors.phinia.com, as well as through press releases, filings with the SEC, conference calls and webcasts.

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Information About Our Executive Officers

Set forth below are the names, ages, positions and certain other information concerning the Company’s executive officers and officers within the meaning of Rule 16a-1(f) of the Exchange Act as of February 1312, ~~2025~~2026.

Name (Age)

Present Position (Effective Date)

Positions Held During the Past Five Years (Effective Date)

Brady D. Ericson (53)

President and Chief Executive Officer (July 2023)

•President and General Manager, Fuel Systems and Aftermarket BorgWarner (2022-July 2023)•President and General Manager, Morse Systems, BorgWarner (2019-2022)

Brady D. Ericson (54)

President and Chief Executive Officer (July 2023)

•President and General Manager, Fuel Systems and Aftermarket BorgWarner (2022-July 2023)•President and General Manager, Morse Systems, BorgWarner (2019-2022)

Chris P. Gropp (60)

Vice President and Chief Financial Officer (July 2023)

•Vice President of Finance, Fuel Systems and Aftermarket, BorgWarner (2020-July 2023)•Vice President of Finance, Transmission Systems, BorgWarner (2014-2020)

Chris P. Gropp (61)

Senior Vice President and Chief Financial Officer (January 2026)

•Vice President and Chief Financial Officer (July 2023-January 2026)•Vice President of Finance, Fuel Systems and Aftermarket, BorgWarner (2020-July 2023)

Pedro Abreu (47)

Vice President and Chief Strategy Officer (July 2024)

•Vice President and General Manager, Fuel Systems Asia Pacific (July 2023 - July 2024)•Vice President and General Manager Asia, Fuel Systems, BorgWarner (2021-July 2023)•Plant Manager Tulle, France, BorgWarner (2019-2021)

Pedro Abreu (48)

Vice President and Chief Strategy Officer (July 2024)

Todd L. Anderson (55)

Vice President and Chief Technology Officer (July 2023)

•Vice President and General Manager, Fuel Systems (Europe, Middle East, Africa), BorgWarner (2021-July 2023)•Vice President and Managing Director, Diesel Fuel Injection Systems, BorgWarner (2020-2021)•Vice President and Managing Director, Diesel Fuel Injection Systems, Delphi Technologies (2019-2021)

Todd L. Anderson (56)

Vice President and Chief Technology Officer (July 2023)

Robert Boyle (45)

Vice President, General Counsel and Secretary (July 2023)

•Vice President and General Counsel (Europe), BorgWarner (2020-July 2023)•Vice President, Corporate and Securities, and Assistant Secretary, Delphi Technologies (2018-2020)

Robert Boyle (46)

Senior Vice President, General Counsel and Secretary (January 2026)

•Vice President, General Counsel and Secretary (July 2023-January 2026)•Vice President and General Counsel (Europe), BorgWarner (2020-July 2023)

Michael Coetzee (58)

Vice President and General Manager, Fuel Systems Americas (July 2023)

•Vice President and General Manager, Morse Systems, Americas, BorgWarner (2020-July 2023)•Vice President and General Manager, Transmission Systems, Americas, BorgWarner (2016-2020)

Michael Coetzee (59)

Vice President and General Manager, Fuel Systems Americas (July 2023)

•Vice President and General Manager, Morse Systems, Americas, BorgWarner (2020-July 2023)•Vice President and General Manager, Transmission Systems, Americas, BorgWarner (2016-2020)

Alisa Di Beasi (50)

Vice President and Chief Human Resource Officer (July 2023)

•Vice President, Global Human Resources, Morse Systems, BorgWarner (2020-July 2023)•Global Vice President, Human Resources, Low Voltage, Smart Buildings and Smart Charging, ABB AG (power and automation technology manufacturer) (2016-2019)

Alisa Di Beasi (51)

Senior Vice President and Chief Human Resource Officer (January 2026)

•Vice President and Chief Human Resource Officer (July 2023-January 2026)•Vice President, Global Human Resources, Morse Systems, BorgWarner (2020-July 2023)

Sebastian Dori (44)

Vice President and Chief Purchasing Officer (July 2023)

•Vice President, Global Supply Management, Fuel Systems, BorgWarner (2021-July 2023)•Director, Global Supply Chain Management, Morse Systems, BorgWarner (2020-2021)•Supply Chain Director, Europe and South America, Turbo Systems, BorgWarner (2017-2020)

Sebastian Dori (45)

Vice President and Chief Purchasing Officer (July 2023)

•Vice President, Global Supply Management, Fuel Systems, BorgWarner (2021-July 2023)•Director, Global Supply Chain Management, Morse Systems, BorgWarner (2020-2021)

Christopher Gustanski (51)

Vice President, Operational Excellence (July 2023)

•Vice President Manufacturing Strategy and Quality, BorgWarner (2020-July 2023)•Vice President Manufacturing Engineering, Powertrain Products and Corporate Manufacturing Engineering, Lean, and Footprint Planning, Delphi Technologies (2019-2020)

Christopher Gustanski (52)

Vice President, Operational Excellence (July 2023)

Neil Fryer (63)

Vice President and General Manager, Global Aftermarket (July 2023)

•Vice President and General Manager, Global Aftermarket, BorgWarner (2022-July 2023)•Vice President Global Marketing, Product and Strategic Planning, Aftermarket, BorgWarner (2020-2022)•Vice President Global Marketing, Product and Strategic Planning Aftermarket, Delphi Technologies (2017-2020)

Neil Fryer (64)

Vice President and General Manager, Global Aftermarket (July 2023)

•Vice President and General Manager, Global Aftermarket, BorgWarner (2022-July 2023)•Vice President Global Marketing, Product and Strategic Planning, Aftermarket, BorgWarner (2020-2022)

John Lipinski (57)

Vice President and General Manager, Fuel Systems Europe (July 2023)

•Vice President, Global Manufacturing Engineering, PowerDrive Systems, BorgWarner (2022-July 2023)•Senior Director Global Manufacturing Engineering and Operations, PowerDrive Systems, BorgWarner (2020-2022)•Global Operations Senior Director, Delphi Technologies (2019-2020)

John Lipinski (58)

Vice President and General Manager, Fuel Systems Europe (July 2023)

Matthew Logar (49)

Vice President and Chief Information Officer (July 2023)

•Chief Information Officer, Gentherm Incorporated (thermal management technologies company) (2020-July 2023)•Executive Director, Information Technology, Gentherm (2019-2020)

Matthew Logar (50)

Senior Vice President and Chief Information Officer (January 2026)

•Vice President and Chief Information Officer (July 2023-January 2026)•Chief Information Officer, Gentherm Incorporated (thermal management technologies company) (2020-July 2023)

Samantha M. Pombier (43)

Vice President and Controller (July 2023)

•Assistant Controller, BorgWarner (2020-July 2023)•Director, External Reporting, BorgWarner (2019-2020)

Samantha M. Pombier (44)

Vice President and Controller (July 2023)

•Assistant Controller, BorgWarner (2020-July 2023)•Director, External Reporting, BorgWarner (2019-2020)

Hank Yang (50)

Vice President and General Manager, Fuel Systems Asia Pacific (July 2024)

•Country Director (China) and General Manager Fuel Systems (China) (July 2023-July 2024)•General Manager Fuel Systems (China), BorgWarner (2021-July 2023)•Managing Director, Powertrain System (China), Gnutti-Carlo (2018-2020)

Hongyong (Hank) Yang (51)

Vice President and General Manager, Fuel Systems Asia Pacific (July 2024)

•Country Director (China) and General Manager Fuel Systems (China) (July 2023-July 2024)•General Manager Fuel Systems (China), BorgWarner (2021-July 2023)

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Item 1A. Risk Factors

Our business is subject to various risks and uncertainties. While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties not presently known to PHINIA or that PHINIA currently deems immaterial that may materially adversely affect us in future periods. Any of the risks and uncertainties described below could have a material adverse effect on our business, financial condition, or results of operations, including causing PHINIA’s actual results to differ materially from those projected in any forward-looking statements. Although the risks are organized by heading, and each risk is described separately, many of the risks are interrelated.

Risks Related to Our Industry and Strategy

Adverse changes in general business and economic conditions, including recessions, adverse market conditions or downturns and other factors, including geopolitical tensions and related trade restrictions, impacting the ~~vehicle~~transportation and industrial equipment industries, have in the past and may in the future adversely affect our business, financial condition, and results of operations.

Our business, financial condition and results of operations are sensitive to global and regional business and economic conditions, particularly those specific to the global ~~vehicle~~automotive and industrial equipment industries. Commercial vehicle, ~~industrial~~light ~~application~~commercial ~~and~~vehicle, light passenger vehicle, and industrial application production and sales are cyclical and sensitive to general economic conditions and other factors, including geopolitical tensions, inflation (including related to the cost of labor and the price of commodities), interest rates, consumer credit, and consumer spending and preferences. Economic declines resulting in significant reductions in commercial vehicle, orlight commercial vehicle and light passenger vehicle production have in the past adversely affected our business, financial condition and results of operations, including our sales to OEMs, and could ~~again~~have similar effects in the future. Many global economies have ~~continued~~experienced ~~to experience~~ elevated levels of inflation more generally, which has led to an increase in other input costs. As a result, the Company has experienced, and may continue to experience, higher costs. In addition, geopolitical tensions and related trade restrictions, including export controls, and tariff increases could have a material impact on our business, financial condition and results of operations, including increasing our input costs and decreasing demand in the commercial vehicle and light vehicle markets, although the nature of those trade restrictions and tariffs remains unclear. These new trade restrictions and tariffs increase the risk for further elevated inflation more generally, which may drive an increase in other input costs. Although the Company has ~~had~~offset ~~success offsetting~~ higher costs through a combination of productivity and customer recoveries in the past, there can be no guarantee that the Company will continue to be successful in doing so in the future, should inflation remain at elevated levels or further increase.

If we do not deliver new products, services and technologies in response to changing consumer preferences and ~~increased~~evolving ~~regulation~~exhaust ~~of greenhouse gas~~ emissions- regulations, or if the market for electric vehicles grows faster than expected and the market for alternative fuel technologies, including for use in internal combustion engines, develops slower than expected, our business, financial condition, and results of operations could be adversely impacted.

The global ~~vehicle~~transportation industry has been, and is largely expected to continue to be, focused on increased fuel efficiency and reduced emissions, including the development of hybrid electric and ~~electric~~alternative fuel vehicles, primarily as a result of changing consumer preferences and increasingly stringent ~~global~~ regulatory requirements in certain jurisdictions related to the impacts of climate change. In past years, electric vehicle use has increased, with some cities limiting access to, and a number of countries and jurisdictions implementing regulations that require a reduction or phase-out of sales of, certain commercial and light combustion-powered vehicles, accelerating toward 2030 and beyond. While growth rates of ~~growth of~~ electric vehicle adoption and production have slowed in recent years compared to earlier expectations due to several factors, inparticularly ~~particular~~ lower than anticipated consumer acceptance and infrastructure challenges, the regulatory landscape remains challenging. InIf ~~the event that~~ reductions or phase outs are ultimately required, that would have an impact on production at OEMs and, in turn, sales of our products. The ongoing energy transition away from fossil fuels in certain jurisdictions and the adoption of electrified powertrains in some markets (notably the passenger car segment, and to some degree in the light and medium duty commercial vehicle segments) has resulted, and could continue to result, in lower demand for certain of our products. We will continue to consider these trends and related shifts in the ~~industry~~global transportation and other industries in which we operate, including in the context of our product line, growth and innovation and development strategies.

Through our products and solutions, we are focused on enhancing fuel efficiency and driving growth through our ability to capitalize on other ~~trends~~strategies for lower carbon mobility, such as the ~~adoption~~transition ofto alternative fuels (e.g., hydrogen, ammonia, ethanol, methanol, compressed natural gas, bio-fuels and other zero- orand lower-carbon fuel types) for combustion-powered vehicles, industrial machinery and other applications. Given the early stages of development of some of these new products and solutions, there can be no guarantee of the future market acceptance and investment returns with respect to our planned products. The ongoing energy transition away from fossil fuels and the adoption of electrified powertrains in some market segments, notably the passenger car market segment, has resulted, and could continue to result, in lower demand for certain of our products. If we do not continue to develop or acquire new and compelling products that gain acceptance with OEMs, if we do not expand our offerings of combustion-agnostic products and solutions, if the market adoption for electric vehicles (particularly commercial vehicles) grows faster than expected, or if authorities implement additional or more stringent limits or phase-outs for combustion-powered vehicles on a broad basis, our business, financial condition and results of operations could be adversely impacted.

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types) for combustion-powered vehicles, industrial machinery and other applications. Given the early stages of development of some of these products and solutions and the infrastructure challenges that accompany certain alternative fuel adoption, there can be no guarantee of future market acceptance, regulatory acceptance and investment returns with respect to our planned products and solutions.

If we do not continue to develop or acquire new and compelling products that gain acceptance with our customers, if we do not focus innovation activities on practical, efficient solutions, or if we do not expand our offerings of combustion-agnostic products and solutions and realize the anticipated benefits of our investments in alternative fuel technologies, our competitive position and business, financial condition and results of operations could be adversely impacted. In addition, if the market adoption for electric vehicles (particularly light and medium duty commercial vehicles) grows faster than expected, or if authorities implement additional, more stringent or new limits or phase-outs for combustion-powered vehicles, other modes of transportation or industrial equipment on a broad basis, our competitive position and business, financial condition and results of operations could be adversely impacted.

We face strong competition.

We compete globally with a number of manufacturers and distributors that produce and sell products and solutions that are similar to ours. Price, quality, speed of delivery, technological innovation, supply chain resilience, sourcing strategies, engineering development, scope of product technology system solutions, and program launch support are primary elements of competition. Our competitors include a large number of independent domestic and international suppliers, primarily in the global transportation and industrial equipment industries. A number of our competitors are larger than us and have more diverse product portfolios, and some competitors have greater financial and other resources than we do. Our customers, faced with intense international competition, have continued to expand their global sourcing of components. As a result, we have experienced increased competition from suppliers in other parts of the world, including suppliers that may enjoy economic advantages, such as lower labor costs, lower healthcare costs, lower tax rates and, in some cases, export or raw material subsidies. In addition, the global transportation industry is experiencing a period of technological change, including related to advances in artificial intelligence (AI) technologies. We expect AI, including machine learning and neural network capabilities, to play an increasing role in our design, manufacturing, sourcing and other activities, which will generate both opportunities and risks for our business.

12Any of our competitors may foresee the course of market development more accurately than we do, enter new segments (or expand in segments that are newer to our business) earlier and more effectively than we do, develop products and solutions that are superior to our offerings, adopt or utilize AI capabilities in their design, manufacturing, sourcing and other activities more effectively than we do, produce similar products at a cost that is lower than our production cost, or adapt more quickly than we do to new technologies or evolving consumer preferences and customer and regulatory requirements. As a result, our products and solutions may not be able to compete successfully with those of our competitors, and we may not be able to meet the growing demands of our customers. These trends could adversely affect our competitive position, business, financial condition and results of operations, including our sales and the profit margins on our products and solutions.

The failure to identify, consummate, effectively integrate or realize the expected benefits from acquisitions, partnerships or other strategic investments could adversely affect our growth and our business, financial condition, and results of operations.

We periodically evaluate selective acquisitions, partnerships, and other strategic investments in connection with our growth strategy. The success of our growth strategy is dependent, in part, on our ability to identify suitable acquisition or partnership candidates, prevail against competing potential acquirers or partners and negotiate and consummate acquisitions or partnerships on terms attractive to us. It is also dependent on our ability to effectively integrate and realize the expected benefits from acquisitions or partnerships. On August 1, 2025, we completed our first acquisition as an independent publicly traded company, acquiring 100% of SEM, a prominent provider of advanced natural gas, hydrogen and other alternative fuel ignition systems, injector stators, and linear position sensors, and our integration efforts are ongoing.

To realize the anticipated benefits of acquisitions or partnerships, including the SEM acquisition, the combination must be successful. The combination of independent businesses is a complex, costly, and time-consuming process that requires significant management attention and resources. It is possible that the integration process could result in: the loss of key employees; the disruption of our operations; the inability to maintain or increase our competitive presence; inconsistencies in standards, controls, procedures and policies; difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the acquisition; the diversion of

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~~could~~management’s ~~include~~attention ~~the~~to ~~use~~integration ofmatters; ~~artificial~~difficulties ~~intelligence~~in ~~and~~the ~~machine~~assimilation ~~learning),~~of ~~engineering development~~operations, employees and ~~program~~corporate ~~launch~~cultures; ~~support~~and/or ~~are~~the ~~primary~~realization ~~elements~~ of ~~competition.~~unknown ~~Our~~or ~~competitors~~inestimable ~~include~~liabilities arelating ~~large~~to ~~number of independent domestic and international suppliers, primarily in~~ the ~~automotive~~acquired ~~and~~business ~~industrial~~or ~~equipment~~inaccurate ~~sectors.~~assessment ~~A number~~ of ~~our~~undisclosed, ~~competitors~~contingent, ~~are~~or ~~larger~~other ~~than~~liabilities usor ~~and~~complexities. ~~have~~Any ~~more~~or ~~diverse~~all ~~product~~of ~~portfolios,~~these ~~and~~factors ~~some~~could ~~competitors~~adversely ~~have~~affect ~~greater~~our ~~financial~~ability ~~and~~to ~~other~~maintain ~~resources~~relationships ~~than~~with ~~we do. Our~~ customers, ~~faced with intense international competition~~suppliers, ~~have~~and ~~continued to expand their global sourcing of components. As a result~~employees, weor ~~have~~achieve ~~experienced~~the ~~competition~~anticipated ~~from~~benefits ~~suppliers in other parts~~ of the ~~world~~acquisition ~~that~~on ~~enjoy~~the ~~economic~~timeline ~~advantages~~expected, ~~such as lower labor costs, lower healthcare costs, lower tax rates~~ and, ~~in some cases, export or raw material subsidies. Increased competition~~ could ~~adversely~~have ~~affect~~an ~~our~~adverse ~~business,~~effect ~~financial~~on ~~condition~~the ~~and~~combined ~~results of operations~~company. In addition, ~~any~~many of ~~our~~these ~~competitors~~factors ~~may~~are ~~foresee~~outside ~~the course~~ of ~~market development more accurately than we do, develop products that are superior to~~ our ~~offerings~~control, ~~produce~~and ~~similar~~any ~~products~~one atof athese ~~cost~~factors ~~that~~could isresult ~~lower~~in ~~than~~additional ~~our~~or ~~production~~unforeseen ~~cost~~costs, ordecreases ~~adapt~~in ~~more~~the ~~quickly~~amount ~~than~~of weexpected dorevenues ~~to new technologies or evolving customer~~ and ~~regulatory~~additional ~~requirements.~~diversion Asof ~~a result, our products may not be able to compete successfully with our competitors~~management’s ~~products,~~time and weenergy, ~~may~~which ~~not be able to meet the growing demands of customers. These trends~~ could adversely ~~affect~~impact our business, financial condition, and results of operations~~, including our sales and the profit margins on our products~~.

The ~~failure~~success toof ~~identify~~our growth strategy is also dependent, ~~consummate~~in part, ~~effectively~~on ~~integrate~~our orability to identify and realize the expected benefits ~~from~~of ~~acquisitions~~other strategic investments and opportunities for growth, such as through diversifying or ~~partnerships~~expanding ~~could~~our ~~adversely~~current ~~affect~~offerings, and successfully launching programs in segments that are newer to our ~~growth~~business, such as aerospace and defense. If we are not successful in our efforts to diversify or expand our current offerings, grow our business in newer segments, or identify and realize the expected benefits of other strategic investments, our competitive position and business, financial condition, and results of operations could be adversely impacted.

We periodically evaluate selective acquisitions, partnerships, and strategic investments in connection with our growth strategy. The success of our growth strategy is dependent, in part, on our ability to identify suitable acquisition or partnership candidates, prevail against competing potential acquirers or partners and negotiate and consummate acquisitions or partnerships on terms attractive to us. It is also dependent on our ability to effectively integrate and realize the expected benefits from acquisitions or partnerships.

To realize the anticipated benefits of acquisitions or partnerships, both companies must be successfully combined. The combination of independent businesses is a complex, costly, and time-consuming process that requires significant management attention and resources. It is possible that the integration process could result in the loss of key employees, the disruption of our operations, the inability to maintain or increase our competitive presence, inconsistencies in standards, controls, procedures and policies, difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the acquisition, the diversion of management’s attention to integration matters, difficulties in the assimilation of operations, employees and corporate cultures, and/or the realization of unknown or inestimable liabilities relating to the acquired business or inaccurate assessment of undisclosed, contingent or other liabilities or complexities. Any or all of these factors could adversely affect our ability to maintain relationships with customers and employees, or achieve the anticipated benefits of the acquisition on the timeline expected, and could have an adverse effect on the combined company. In addition, many of these factors are outside of our control, and any one of these factors could result in additional or unforeseen costs, decreases in the amount of expected revenues and additional diversion of management’s time and energy, which could adversely impact our business, financial condition and results of operations.

Risks Related to Our Business and Operations

WeA ~~are~~failure ~~under~~of ~~substantial~~or ~~pressure~~disruption ~~from~~in ~~OEMs~~our technology infrastructure, including a disruption related to ~~reduce~~cybersecurity, ~~the~~could ~~prices~~adversely ofimpact our ~~products~~business, financial condition, and results of operations.

~~There~~We isrely ~~substantial~~on the capacity, reliability, and ~~continuing~~security ~~pressure~~of onour ~~OEMs~~technology tosystems ~~reduce~~and ~~costs~~infrastructure, including ~~the~~operational ~~costs~~technology ofand ~~products~~industrial wecontrol ~~supply.~~systems ~~OEM~~that ~~customers~~support ~~expect~~our ~~annual~~global ~~price~~manufacturing, ~~reductions~~testing, inand ~~our~~quality ~~business~~assurance processes. ToWe ~~maintain~~also ~~our~~depend ~~profit~~on ~~margins~~third‑party service providers, wesoftware ~~seek~~suppliers ~~periodic~~(including ~~price~~providers ~~reductions~~of ~~from~~enterprise ~~our~~resource ~~suppliers~~planning inapplications), ~~response~~and tomanufacturing ~~this~~partners. ~~expectation,~~These systems are vulnerable to ~~improve~~disruptions ~~production~~(including ~~processes~~those toresulting ~~increase~~from ~~manufacturing~~cybersecurity ~~efficiency~~attacks), failures or vulnerabilities in third-party provided products and services (including relating to ~~streamline~~certain ~~product~~end-of-life ~~designs~~or tounsupported ~~reduce~~systems ~~costs~~or hardware), and natural disasters or adverse weather events. In ~~recent~~Although ~~years~~we employ due diligence, ~~however~~ongoing monitoring, ~~many~~risk ofassessments, ~~our~~system ~~suppliers~~and ~~have~~hardware ~~sought~~modernization toinitiatives ~~increase~~and ~~prices~~other protective measures, vulnerabilities or failures (including previously unknown vulnerabilities) of these systems could result in ~~order~~production todelays, ~~offset~~increased ~~inflationary~~costs, ~~and~~or other ~~costs~~adverse ~~and~~impacts ~~surcharges. Although~~that we ~~seek~~may not be able to ~~recover~~prevent ~~inflationary~~or ~~and~~fully ~~other~~mitigate. ~~costs~~In addition, the rapid evolution and ~~surcharges~~increased ~~from~~adoption of AI technologies may intensify our ~~customers~~cybersecurity ~~and~~risks, ~~have~~including ~~had~~risks ~~some~~of ~~success~~model inmanipulation, data leakage, the ~~past~~introduction of insecure code and social engineering using AI-generated content. Disruptions in, ~~recovering~~attacks aon, ~~portion~~and the integrity of ~~these~~our ~~costs~~technology systems and ~~surcharges~~infrastructure, ~~our~~or ~~ability~~on tothe ~~pass~~information ~~through~~systems, ~~increased~~products, ~~costs~~or services of third parties with which we engage, pose a risk to the security of our ~~OEM~~systems and data, including the data of our employees, customers, isand ~~limited~~suppliers. Some cybersecurity attacks or incidents result from human error or manipulation(~~with~~including ~~any~~phishing, ~~cost~~business ~~recovery~~email ~~often~~compromise, ~~less~~or ~~than~~other ~~100%~~schemes ~~and~~or onattacks athat ~~delayed~~use ~~basis~~social engineering) ~~and~~to ~~there~~gain ~~can~~access beto nosystems, ~~assurance~~carry ~~that~~out ~~such~~disbursement ~~recoveries~~of ~~will~~funds, ~~continue~~or inother frauds, or involve ransomware, malware, and other advanced persistent threats that increase the ~~future~~risks and costs associated with protecting against such attacks. ~~Our~~Threat ~~inability~~actors toincreasingly ~~reduce~~deploy ~~costs~~phishing ~~(in~~attacks anand ~~amount~~business ~~equal~~email tocompromise schemes aimed at disrupting operations, extorting payments, or ~~less~~redirecting ~~than)~~funds. ~~annual~~Such ~~price~~attacks ~~reductions~~could encrypt or corrupt critical systems or data, ~~increases~~impede inaccess ~~tariffs~~to design or manufacturing systems, ~~increases~~or result in ~~raw~~fraudulent ~~material~~disbursements, any of which could materially increase costs and adversely affect our business or results of operations. To date, ~~increases~~risks infrom ~~employee~~cybersecurity ~~wages~~threats, ~~and~~including ~~benefits~~as ~~and~~a ~~other~~result ~~inflationary~~of ~~headwinds~~any ~~could~~previous cybersecurity incidents, have annot ~~adverse~~materially ~~effect~~affected onor ~~our~~are ~~business,~~not ~~financial~~reasonably ~~condition~~likely ~~and~~to materially affect the Company or our business, results of operations or financial condition.

13We have implemented cybersecurity and data protection policies, processes, and strategies that are informed by regulatory and business requirements, our prior experience addressing cybersecurity attacks and incidents (including with our former affiliates), and industry practices and standards. Despite these efforts, we have experienced targeted and non-targeted cybersecurity attacks and incidents in the past that have resulted in unauthorized persons gaining access to our information and systems, and we could in the future experience similar attacks. Such events could trigger obligations under data breach notification and consumer privacy laws, governmental investigations, claims, and remediation costs, and could result in contractual liability to customers or suppliers.

We continue to monitor, assess, and protect against these risks, as future cybersecurity attacks or incidents on the Company could cause the inappropriate disclosure of confidential information (including our intellectual property or employee, customer, or supplier data), improper use of our systems and networks, access to and manipulation and destruction of our third-party data, production downtimes or delays, lost revenues, inappropriate disbursement of

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funds, and both internal and external supply shortages. The consequences of a cybersecurity attack or incident could cause significant damage to our reputation, affect our relationships with our employees, customers, suppliers, and other business partners, impair the operation of our financial systems and internal controls over financial reporting, delay our ability to timely close our books, require disclosure under the federal securities laws, or lead to governmental investigations or claims against us, and ultimately, adversely affect our business, financial condition and results of operations. We have incurred, and expect to continue to incur, significant costs to protect against damage that may be caused by cybersecurity attacks or incidents in the future.

Additional information about our cybersecurity risk management, policies, processes, strategies and governance is included under Item 1C, “Cybersecurity,” which should be read together with these Risk Factors.

We are under substantial pressure from our customers to reduce the prices of our products.

There is substantial and continuing pressure from our customers to reduce costs. Our customers often expect annual price reductions in our business. To maintain our profit margins, we seek periodic price reductions from our suppliers in response to this expectation, to improve production processes to increase manufacturing efficiency, and to streamline product designs to reduce costs. In recent years, however, many of our suppliers have sought to increase prices in order to offset inflationary and other costs and surcharges, including the impact of tariffs. Although we seek to recover inflationary and other costs and surcharges, including relating to tariffs, from our customers and have had some success in the past in recovering a portion of these costs and surcharges, our ability to pass through increased costs to our customers can be limited (with any cost recovery sometimes less than 100% and on a delayed basis) and there can be no assurance that such recoveries will continue in the future. Our inability to reduce costs (in an amount equal to or less than) annual price reductions, increases in tariffs, increases in raw material costs, increases in employee wages and benefits and other inflationary headwinds could have an adverse effect on our business, financial condition and results of operations.

We continue to face volatile costs of commodities used in the production of our products and elevated levels of inflation.

We use a variety of commodities (including aluminum, copper, nickel, plastic resins, steel, ~~other~~certain ~~raw~~alloy ~~materials~~elements, semiconductor chips, and energy) and materials purchased in various forms, ~~such~~(including as castings, powder metal, forgings, stampings and bar stock,) in the production of our products. In recent years, prices for many of these commodities have increased. We have sought to alleviate the impact of increasing costs by including a material pass-through provision in our customer contracts wherever possible and by selectively hedging certain commodity exposures. Customers frequently challenge these contractual provisions and rarely pay the full cost of any increases in the cost of materials. The discontinuation or lessening of our ability to pass through or hedge increasing commodity costs could adversely affect our business, financial condition and results of operations.

From time to time, commodity prices may also fall rapidly. If this happens, suppliers may withdraw capacity from the market until prices improve, which may cause periodic supply interruptions. The same may be true of transportation carriers and energy providers. If these supply interruptions occur, it could adversely affect our business, financial condition and results of operations.

Prices for commodities remain volatile, and since the beginning of ~~2021~~2024, the Company has experienced price increases for energy and base metals (~~e.g.,~~such as steel, aluminum and copper) ~~while slightly decreasing in 2024~~. In addition, ~~beginning~~since in 2023, many global economies, including the United States, have experienced elevated levels of inflation ~~more~~and ~~generally~~trade restrictions, which ~~drove~~has led to an increase in other input costs. We have pricing-related agreements with various customers, but these agreements do not enable us to recover 100% ~~percent~~ of our increased costs, and as a result, our operating margins ~~have~~could ~~been~~be negatively impacted. While we will continue to negotiate the pass through and recovery of higher costs with our customers, perpetuation of this trend could adversely affect our business, financial condition and results of operations.

Changes in U.S. and foreign administrative policy, including changes to existing trade agreements and any resulting changes in international trade relations, may adversely affect our business, financial condition and results of operations.

We manufacture, sell and service products globally and rely upon a global supply chain to deliver the raw materials, components, systems and parts that we need to manufacture and service our products. Changes in laws, regulations and government policies on foreign trade and investment can affect the demand for our products and services, cause customers to shift preferences towards domestically manufactured or branded products, and impact the competitive position of our products or prevent us from being able to sell or manufacture products in certain countries. Our business benefits from free trade agreements, such as the United States-Mexico-Canada Agreement. Efforts to withdraw from, or substantially modify, such agreements or arrangements, or actions taken in contravention of such agreements or arrangements, or the implementation of more restrictive trade policies, such as higher tariffs relevant to our operations (particularly in Mexico and China), import or export licensing requirements and exchange controls or new barriers to entry, could limit our ability to capitalize on current and future growth opportunities in international markets, impair our ability to expand the business by offering new technologies, products and services, and adversely impact our production costs, customer demand, our competitiveness and our relationships with customers and suppliers. Such actions can be announced with little or no advance notice, and we may not be able to effectively mitigate all adverse impacts from such measures. Any of these consequences could have an adverse effect on our business, financial condition and results of operations.

If we are unable to protect our intellectual property or if a third party makes assertions against us or our customers relating to intellectual property rights, our business, financial condition and results of operations could be adversely affected.

We own important intellectual property, including patents, trademarks, copyrights, and trade secrets, and are involved in numerous licensing arrangements. Our intellectual property plays an important role in maintaining our competitive position in a number of the markets that we serve. Our competitors may develop technologies that are similar or superior to our proprietary technologies or design alternatives to the technologies utilizing the patents we own or license. Further, as we expand our operations in jurisdictions where the enforcement of intellectual property rights is less robust, the risk of others duplicating our proprietary technologies or supplying counterfeit goods at lower prices under confusingly similar or identical trademarks, increases, despite the efforts we undertake to protect our intellectual property. Our inability to protect or enforce our intellectual property rights, or claims that we are infringing on the intellectual property rights of others, could adversely affect our competitive position, as well as our business, financial condition and results of operations.

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A failure of or disruption in our information technology infrastructure, including a disruption related to cybersecurity, could adversely impact our business, financial condition and results of operations.

We rely on the capacity, reliability and security of our information technology systems and infrastructure. Information technology systems are vulnerable to disruptions, including those resulting from cybersecurity attacks, failures or vulnerabilities in third-party provided products and services, and natural disasters or adverse weather events. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Disruptions in, attacks on and the integrity of our information technology systems, or on the information systems, products or services of third parties with which we engage, pose a risk to the security of our systems and data, including the data of our employees, customers and suppliers. Some cybersecurity attacks or incidents result from human error or manipulation (including phishing attacks or other schemes that use social engineering to gain access to systems), carry out disbursement of funds or other frauds, or involve ransomware, malware and other advanced persistent threats that increase the risks and costs associated with protecting against such attacks. We have implemented cybersecurity and data protection policies, processes and strategies that are informed by regulatory and business requirements and industry practices. These policies, processes and strategies are designed to help (i) identify, prevent and mitigate against evolving cybersecurity threats to the Company; (ii) preserve the confidentiality, security and availability of the information that we collect and store for use in operating our business; (iii) protect the Company’s intellectual property; (iv) maintain the confidence of our customers, suppliers, other business partners and employees; and (v) provide appropriate public disclosure of cybersecurity risks and incidents when required.

Despite these efforts, we have experienced targeted and non-targeted cybersecurity attacks and incidents in the past that have resulted in unauthorized persons gaining access to our information and systems, and we could in the future experience similar attacks. To date, no cybersecurity attack or incident, or any risk from cybersecurity threats, has materially affected or is reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition. Nevertheless, cybersecurity attacks on the Company continue unabated and future cybersecurity attacks or incidents could potentially lead to the inappropriate disclosure of confidential information (including our intellectual property or employee, customer or supplier data), improper use of our systems and networks, access to and manipulation and destruction of our third-party data, production downtimes or delays, lost revenues, inappropriate disbursement of funds, and both internal and external supply shortages. In addition, we expect, and may be required, to continue to incur significant additional costs to protect against damage caused by cybersecurity attacks or incidents in the future. The consequences of a cybersecurity attack or incident could cause significant damage to our reputation, affect our relationships with our employees, customers, suppliers, and other business partners, or lead to governmental investigations or claims against us, and ultimately, adversely affect our business, financial condition and results of operations.

Our inability to identify, attract, retain and develop a qualified global workforce could adversely impact our business, financial condition and results of operations and impair our ability to meet our strategic objectives and the needs of our customers.

Our continued success depends in part on our ability to identify, attract and onboard qualified candidates with the requisite education, background, skills and experience, and our ability to retain, develop and engage employees across our business, including our sales, manufacturing, research and development, information technology, corporate and other operations and functions. To the extent we are unable to remain competitive with our total rewards programs (which includes compensation and benefits programs and practices), human capital management strategies and objectives, or inclusive workplace culture, or if qualified candidates or employees become more difficult to attract or retain under reasonable terms, we may experience higher labor-related costs and significant employee turnover, and may be unable to attract and retain a qualified global workforce, including members of management, other senior leaders and employees with key engineering and technical skills, in numbers sufficient for our needs. These factors could adversely affect our business, financial condition and results of operations, and impair our ability to meet our strategic objectives and the needs of our customers.

Our profitability and results of operations may be adversely affected by program launch difficulties.

The launch of a new machine, engine or vehicle program for a customer is a complex process, the success of which depends on a wide range of factors, including the production readiness of our manufacturing facilities and processes and those of our suppliers and customers, as well as factors related to tooling, equipment, employees, initial product quality and other factors. Our failure to successfully launch ~~vehicle~~new programs, or our inability to accurately estimate costs to design, develop and launch new machine, engine or vehicle programs, could have an adverse effect on our business, financial condition, and results of operations.

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To the extent we are not able to successfully launch a new ~~vehicle~~ program, our customer’s vehicle production could be significantly delayed or shut down. Such situations could result in significant financial penalties to us, or a diversion of employees and financial resources to improving launches, rather than investing in continuous process improvement or other growth initiatives, and could result in our customers shifting work away from us to a competitor,. ~~any~~Any of ~~which~~the foregoing could result in loss of revenue or loss of market share and could have an adverse effect on our business, financial condition and results of operations.

WeChanges ~~could~~in ~~incur~~U.S. ~~restructuring~~and ~~charges~~foreign asadministrative wepolicy, ~~execute~~including ~~restructuring~~increases ~~and~~in ~~other~~tariffs, ~~actions~~changes into anexisting ~~effort~~trade toagreements ~~improve~~and ~~future~~import ~~profitability~~or export licensing requirements and ~~competitiveness~~exchange controls, and toany ~~optimize~~resulting ~~our~~changes ~~product~~in ~~portfolio~~international trade relations, ~~and~~have wein ~~may~~the ~~not~~past ~~achieve~~and may in the ~~anticipated~~future ~~savings~~adversely ~~and~~affect ~~benefits~~our ~~from~~business, ~~these~~financial ~~actions~~condition and results of operations.

We ~~have initiated~~manufacture, sell and weservice ~~may~~products ~~continue~~globally ~~to initiate, restructuring~~ and ~~other~~rely ~~measures,~~upon ~~including~~a ~~those~~global ~~designed~~supply chain to ~~improve~~deliver the ~~competitiveness~~raw ofmaterials, ~~our~~components, ~~business~~systems and ~~sustain~~parts ~~our~~that ~~margin~~we ~~profile,~~need ~~optimize~~to ~~our~~manufacture ~~product~~and ~~portfolio~~service orour ~~global~~products. ~~footprint,~~Changes ~~create~~in ~~an optimal legal entity structure~~laws, orregulations ~~reduce~~and ~~existing~~government ~~structural~~policies ~~costs.~~on Weforeign ~~may~~trade ~~not~~and ~~realize~~investment ~~anticipated~~can ~~savings~~affect orthe ~~benefits~~production, ~~from~~pricing, ~~past~~and ordemand ~~future~~relating ~~actions~~to inour ~~full~~products orand insolutions, ~~part~~cause orcustomers ~~within~~to ~~the~~shift ~~time~~preferences ~~periods~~towards ~~anticipated.~~domestically Wemanufactured ~~are~~or ~~also~~branded ~~subject to the risks of labor unrest~~products, ~~negative publicity~~ and ~~business~~impact ~~disruption~~the incompetitive ~~connection~~position ~~with~~of our ~~actions.~~products ~~Failure to realize anticipated savings~~ or ~~benefits~~prevent us from ~~our~~being ~~actions~~able ~~could~~to ~~have~~sell anor ~~adverse~~manufacture ~~effect~~products onin ~~our~~certain ~~business, financial condition and results of operations~~countries.

Our business benefits from free trade agreements, such as the United States-Mexico-Canada Agreement. Efforts to withdraw from, or substantially modify, such agreements or arrangements, or actions taken in contravention of such agreements or arrangements, or the implementation of more restrictive trade policies, such as higher tariffs relevant to our operations (particularly in Mexico and China), import or export licensing requirements and exchange controls or new barriers to entry, could adversely impact our business. Such potential adverse impacts include: limiting our ability to capitalize on current and future growth opportunities in international markets impairing our ability to expand the business by offering new technologies, products and services; increases to our input and production costs and decreases in customer demand (particularly in the commercial vehicle (CV), light commercial vehicle (LCV), and light passenger vehicle (LPV) markets); and impairing our competitiveness and our relationships with customers and suppliers. Furthermore, there is uncertainty regarding the application, scope, duration, and timing for implementation of certain new trade restrictions (including export controls on rare earth metals and semiconductors) and increases in tariffs (including related offsets) announced in 2025 that are applicable to our business. There is also uncertainty regarding any additional tariffs or other measures that may be announced or implemented by the United States and other governments in the future, and the potential related market impacts. Such actions can be announced with little or no advance notice, and we may not be able to effectively mitigate all adverse impacts from such measures.

Although new trade restrictions and increases in tariffs did not have a material adverse impact on our business in 2025, any of these trade restrictions and tariff increases, any others announced or implemented in the future (including due to administrative changes in the United States, Mexico or other jurisdictions and any resulting volatility) and any related enforcement or market impacts may result in higher costs, particularly with respect to products imported from certain regions subject to significant tariff increases (including Mexico and China), and have a material adverse effect on our business, financial condition and results of operations.

Our inability to identify, attract, retain, and develop a qualified global workforce could adversely impact our business, financial condition and results of operations and impair our ability to meet our strategic objectives and the needs of our customers.

Our continued success depends in part on our ability to identify, attract, and onboard qualified candidates with the requisite education, background, skills, and experience. It also depends on our ability to retain, develop, and engage employees across our business, including our sales, manufacturing, research and development, information technology, corporate, and other operations and functions. To the extent we are unable to remain competitive with our total rewards programs (which includes compensation and benefits programs and practices), human capital management strategies and objectives, or inclusive workplace culture, or if qualified candidates or employees become more difficult to attract or retain under reasonable terms, we may experience higher labor-related costs and significant employee turnover, and may be unable to attract and retain a qualified global workforce, including members of management, other senior leaders, and employees with key engineering and technical skills, in numbers sufficient for our needs. These factors could adversely affect our business, financial condition and results of operations, and impair our ability to maintain our competitive position, drive our strategic objectives, and meet the needs of our customers.

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We own important intellectual property, including patents, trademarks, copyrights, and trade secrets, and are involved in numerous licensing arrangements. Our intellectual property plays an important role in maintaining our competitive position in a number of the segments that we serve. Our competitors may develop technologies that are similar or superior to our proprietary technologies or design alternatives to our patented or licensed technologies. Additionally, our customers may seek ownership or exclusivity rights over intellectual property that arises in connection with products and solutions that we develop for them. Further, as we expand our operations in jurisdictions where the enforcement of intellectual property rights is less robust, the risk of others duplicating our proprietary technologies or supplying counterfeit goods at lower prices under confusingly similar or identical trademarks, increases, despite the efforts we undertake to protect our intellectual property. Our inability to protect, enforce or further develop our intellectual property rights, or claims that we are infringing on the intellectual property rights of others, could adversely affect our competitive position, as well as our business, financial condition and results of operations.

Our execution of restructuring and other actions in an effort to improve future profitability and competitiveness, optimize our product portfolio and operations and execute our strategy has caused us and could cause us in the future to incur restructuring charges, and we may not achieve the anticipated savings and benefits from these actions.

We have initiated, and may continue to initiate, restructuring and other actions that are designed to execute our strategy and enhance our business. Through these actions we may seek to improve the competitiveness of our business and sustain our margin profile, optimize our product portfolio, technical capability and operations, consolidate and take advantage of available capacity and resources, create an optimal legal entity structure, or reduce existing structural costs. During 2025, the Company implemented actions as part of a strategic effort to align its legacy infrastructure with current business needs and reduce costs in response to ongoing industry headwinds. We may not realize the anticipated annual savings from these actions, or future savings or benefits from future actions, in full or in part or within the time periods anticipated. We are also subject to the risks of labor unrest, negative publicity and business disruption in connection with our actions. Failure to realize anticipated savings or benefits from our actions could have an adverse effect on our business, financial condition and results of operations.

The occurrence or threat of extraordinary events, including natural disasters or extreme weather events, political disruptions, terrorist attacks, pandemics or other public health crises, and acts of war, have in the past and could in the future disrupt production or impact consumer spending or the demand for our products and solutions.

Extraordinary events, including natural disasters or extreme weather events (including those that may result from the impacts of climate change), fires or similar catastrophic events, political disruptions, terrorist attacks, pandemics or other public health crises, such as the COVID-19 pandemic, and acts of war have in the past and may in the future disrupt our business or operations, impact our supply chain and access to necessary raw materials, or adversely affect the global economy generally, resulting in a loss of sales and customers and an increase in costs. Any of these disruptions or other extraordinary events outside of our control that impact our operations or the operations of our suppliers or customers could have a future adverse effect on our business, financial condition and results of operations. In addition, these types of events could negatively impact consumer spending or result in changes in the demand for certain of our products and solutions in the impacted regions or globally, which could have an adverse effect on our business, financial condition and results of operations.

We are subject to risks related to our international operations.

Nearly all of our manufacturing facilities are outside the ~~U.S.~~United States, including other regions in the Americas, Europe, and Asia. Consequently, our results ~~would~~have been and may continue to be adversely affected by ~~changes~~fluctuations in ~~trade,~~foreign ~~monetary~~currency exchange rates and ~~fiscal~~higher ~~policies~~tariffs, and by other trade restrictions or prohibitions, import tariffs or other charges or taxes, ~~fluctuations~~changes in ~~foreign~~trade, ~~currency~~monetary ~~exchange~~and ~~rates~~fiscal policies, limitations on the repatriation of funds, changing economic conditions, higher labor costs, unreliable intellectual property protection and legal systems, insufficient infrastructures, social unrest, political and geopolitical instability and disputes, international terrorism, acts of war and other factors that may be discrete to a particular country or geography. Compliance with multiple and potentially conflicting laws and regulations of various countries is challenging, burdensome, and expensive.

The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses and capital expenditures. The local currency is typically the functional currency for our foreign subsidiaries. While we did not experience significant foreign currency impacts during 2024, significant foreign currency fluctuations and the associated translation of those foreign currencies could adversely affect our business. Additionally, significant changes in currency exchange rates, particularly the Euro, Chinese Renminbi, British Pound, Brazilian Real and Indian Rupee could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our business, financial condition and results of operations.18

Because we are a U.S. holding company, one significant source of our funds is distributions from our non-U.S. subsidiaries. Certain countries in which we operate have adopted or could institute currency exchange controls that limit or prohibit our local subsidiaries’ ability to convert local currency into U.S. Dollars or to make payments outside the country. This could subject us to the risks of local currency devaluation and business disruption.

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~~Our~~The ~~business~~financial instatements ~~China~~of isforeign ~~subject~~subsidiaries are translated to ~~aggressive~~U.S. ~~competition~~Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses and capital expenditures. The local currency is ~~sensitive~~typically tothe ~~economic~~functional currency for our foreign subsidiaries. While we did not experience significant adverse foreign currency impacts during 2025, ~~political~~significant foreign currency fluctuations and the associated translation of those foreign currencies could adversely affect our business. Additionally, ~~social~~significant changes in currency exchange rates, particularly the Euro, Chinese Renminbi, British Pound, Brazilian Real and ~~market~~Indian ~~conditions~~Rupee could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our business, financial condition and results of operations.

~~Maintaining~~Because awe ~~strong~~are ~~position in the Chinese market is~~ a ~~key component of our global strategy~~U.S. ~~The~~holding ~~vehicle and other equipment supply markets in China are highly competitive~~company, ~~with~~one ~~competition~~significant ~~from~~source ~~many~~ of ~~the~~our ~~largest~~funds ~~global~~is ~~manufacturers~~distributions ~~and~~from ~~numerous~~our ~~smaller~~non-U.S. ~~domestic manufacturers~~subsidiaries. AsCertain ~~the~~countries ~~Chinese~~in ~~market~~which ~~evolves,~~we ~~many~~operate ~~market participants~~ have ~~acted~~adopted ~~aggressively to increase~~ or ~~maintain~~could ~~their~~institute ~~market~~currency ~~share.~~exchange ~~Increased~~controls ~~competition~~that ~~has~~limit ~~contributed~~or toprohibit ~~pricing~~our ~~pressure,~~local ~~reduced~~subsidiaries’ ~~margins and limited our~~ ability to ~~gain~~convert orlocal ~~hold~~currency ~~market~~into ~~share~~U. ~~Our business in China is also sensitive to economic, political, social and market conditions that drive sales volumes in China~~S. IfDollars weor ~~are unable~~ to ~~maintain~~make ~~our~~payments ~~position~~outside in the ~~Chinese~~country. ~~market~~This ~~or if vehicle sales in China decrease, our business, financial condition and results of operations~~ could besubject ~~adversely~~us ~~affected. In addition, there continues~~ to ~~be significant uncertainty about~~ the ~~future~~risks ~~relationships~~of ~~between~~local ~~the~~currency ~~U.S.~~devaluation and ~~China,~~business ~~including with respect to trade policies~~disruption, ~~treaties,~~which ~~government regulations and tariffs. Any increased trade barriers or restrictions on global trade, particularly trade with China,~~ could ~~adversely~~negatively impact our ~~competitiveness in the Chinese market and our~~ business, financial condition and results of operations.

Our business in China is subject to aggressive competition and is sensitive to economic, geopolitical, social and market conditions.

Maintaining a strong position in the Chinese market is a key component of our global strategy. The transportation and industrial equipment supply markets in China are highly competitive, with competition from many of the largest global manufacturers and numerous smaller domestic manufacturers. As the Chinese market evolves, many market participants have acted aggressively to increase or maintain their market share. Increased competition has contributed to pricing pressure, reduced margins and limited our ability to gain or hold market share. Our business in China is also sensitive to economic, geopolitical, social and market conditions that drive sales volumes in China. If we are unable to maintain our position in the Chinese market or if vehicle or industrial equipment sales in China decrease, our business, financial condition and results of operations could be adversely affected. In addition, there continues to be significant uncertainty regarding the future relationship between the United States and China, including with respect to trade policies, treaties, government regulations, tariffs and rare earth-related controls and trade restrictions. While the impact of trade restrictions and tariffs implemented in 2025 has not had a material impact on our business, any increased trade barriers or restrictions on global trade, particularly trade with China, could adversely impact our competitiveness in the Chinese market and our business, financial condition and results of operations.

Risks Related to Our Customers and Suppliers

WeDisruptions ~~face~~in ~~credit,~~our ~~operational~~supply chain have in the past, and ~~sales~~could ~~concentration~~in ~~risks~~the ~~related~~future, toadversely affect our ~~customers~~business, financial condition and results of operations.

We rely on sales to OEMs around the world of varying credit quality and manufacturing demands. Supply to several of these customers requires significant investment by us. We base our growth projections, in part, on commitments made by our customers. These commitments by OEMs generally renew yearly during a program life cycle. Among other things, the level of production orders we receive is dependent on the ability of our OEM customers to design and sell products that consumers desire to purchase. If actual production orders from our customers do not approximate such commitments due to a variety of factors including non-renewal of purchase orders, a customer’s financial hardship or other unforeseen reasons, it could adversely affect our business, financial condition and results of operations.

We have in the past and likely will in the future derive a significant portion of our net sales from a relatively limited number of OEM customers. For the year ended December 31, 2024, our top five customers accounted for approximately 40% of our net sales, with General Motors Company representing 17%. The loss of, or a significant decrease in business from, one or more of these customers could have a materially adverse impact on our business, financial condition and results of operations. In addition, any consolidation among our top customers may further increase our customer concentration risk.

Disruptions in our supply chain have in the past and could in the future adversely affect our business, financial condition, and results of operations.

We obtain components and other products and services from numerous suppliers and other vendors throughout the world. In an effort to manage and reduce the cost of purchased products and services, we have been rationalizing aspects of our supply base, which has resulted in our dependence on fewer supply sources for certain components used in the manufacture of our products. We select and maintain relationships with suppliers considering a variety of factors, including price, quality, technology, production capacities, reliability, customer requirements, environmental sustainability and other responsible business practices, financial condition and geographic location. We expect our suppliers to deliver components in accordance with our stated expectations.

In recent years, the global economy and entire industries have experienced global supply chain shortages and other disruptions, including due to natural disasters or extreme weather events, political disruptions, pandemics or other public health crises, terrorist attacks, acts of war, labor or social unrest, government actions (such as relating to trade laws, tariffs and ~~tariffs~~import and export controls), cybersecurity attacks or incidents, manufacturing disasters (such as burn downs), financially distressed suppliers and other circumstances. For the ~~automotive~~global transportation industry in particular, although global supply chains have recovered from the disruption caused by the COVID-19 pandemic, other circumstances (such as the ongoing conflict between Russia and Ukraine, trade restrictions, terrorist attacks, natural disasters and extreme weather events) have caused supply constraints for certain components that have impacted, and some of which continue to impact, global industry production levels. These circumstances and other rapidly changing industry conditions (such as volatile production volumes;, credit tightness;, ~~tariffs and~~ changes in ~~trade policy and relations; changes in~~ foreign currencies;, raw material, commodity, transportation and energy price escalation;, drastic changes in consumer preferences; and other factors) have resulted or could in the future result in significant supply disruptions, supplier financial instability, or distress, or commercial disputes with suppliers and customers. In addition, new trade regulations, including export controls on rare earth metals and semiconductors, increases in tariffs, other changes in trade policy and relations and elevated levels of steel mill plant closures, could have a material, adverse impact on

If we experience a prolonged shortage of critical components from any of our suppliers and cannot procure such components from other sources, we may be unable to meet the production schedules for some of our key products 19

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~~and customer delivery expectations. In certain instances, it would be difficult and expensive for us to change suppliers that are critical to~~ our business. ~~Such~~by ~~suppliers~~increasing ~~may~~our ~~perceive~~input ~~this~~costs ~~reliance~~or aslimiting ~~greater~~supplies, ~~leverage~~ultimately torequiring ~~seek~~more ~~higher~~flexibility ~~prices~~in ~~from~~our ussupply atlocations athrough ~~time~~near ~~that~~shoring weand ~~face~~dual ~~substantial pressure from OEMs to reduce the prices of our products~~sourcing.

~~Further,~~If we ~~may~~experience ~~provide~~a ~~financial~~prolonged ~~support~~shortage toof ~~distressed~~critical components from any of our suppliers orand ~~take~~cannot procure such components from other ~~measures~~sources, we may be unable to ~~protect~~meet the production schedules for some of our ~~supply~~key ~~lines~~products and customer delivery expectations. ~~The~~In ~~circumstances~~certain instances, it would be difficult and ~~conditions~~expensive ~~described~~for inus ~~this~~to ~~section~~change ~~have~~suppliers ~~resulted~~that orare ~~could~~critical into ~~the~~our ~~future~~business. ~~result~~Such insuppliers ~~additional~~may ~~costs~~perceive ~~and~~this ~~adversely~~reliance ~~impact~~as ~~our~~greater ~~relationships~~leverage ~~with~~to ~~customers~~seek orhigher ~~suppliers~~prices orfrom ~~our~~us ~~business,~~at ~~financial~~a ~~condition,~~time ~~and~~that ~~results~~we face substantial pressure from OEMs to reduce the prices of ~~operations~~our products.

Further, we may provide financial support to distressed suppliers or take other measures to protect our supply lines. The circumstances and conditions described in this section have resulted, or could in the future result, in additional costs and adversely impact our relationships with customers or suppliers or our business, financial condition and results of operations.

We face credit, operational and sales concentration risks related to our customers.

We have in the past, and likely will in the future, derive a significant portion of our net sales from a relatively limited number of OEM customers. For the year ended December 31, 2025, our top five customers accounted for approximately 37% of our net sales, with General Motors Company representing 18%. The loss of, or a significant decrease in business from, one or more of these customers could have a materially adverse impact on our business, financial condition and results of operations. In addition, any consolidation among our top customers may further increase our customer concentration risk.

Work stoppages, production shutdowns and similar events or conditions could significantly disrupt and adversely impact our business, financial condition and results of operations.

Because the ~~vehicle~~transportation and industrial equipment industries rely heavily on just-in-time delivery of components during the assembly and manufacture of products, a work stoppage or production shutdown at one or more of our suppliers’ facilities, including as a result of a prolonged dispute with unionized employees at such facilities, could impact our ability to manufacture and assemble our products and solutions, or meet the needs of our customers, which could have significant adverse effects on our business, financial condition and results of operations. Similarly, if one or more of our customers were to experience a work stoppage or production shutdown, that customer would likely halt or limit purchases of our products, which could result in the shutdown of the related manufacturing facilities. Strikes against certain of our customers adversely impacted our results of operations during 2023, as automakers limited purchases of our products during the strikes due to the halt of their own production. Any future strikes that continue for a prolonged period could adversely affect our business, financial condition and results of operations.

In addition to our suppliers and customers, a work stoppage or production shutdown at one or more of our manufacturing and assembly facilities, including as a result of a prolonged dispute with ~~the~~ unionized employees at certain of our international facilities, could adversely affect our business, financial condition and results of operations.

Risks Related to Regulatory, Legal, and Similar Matters

We have liabilities related to product warranties, litigation and other claims.

We provide product warranties to our customers for some of our products. Under these product warranties, we may be required to bear costs and expenses, including for the repair or replacement of these products. As suppliers become more integrally involved in the design of vehicles and equipment and assume more of the assembly functions, OEMs are increasingly looking to their suppliers for contribution when faced with recalls and product warranty claims. A recall claim or product warranty claim brought against us could adversely impact our business, financial condition and results of operations. In addition, a recall claim could require us to review the relevant portion

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of our product portfolio to assess whether similar issues are present in other product lines, which could result in significant disruption to our business and could have an adverse impact on our financial condition and results of operations. Factors outside our control, including the quality of fuel in end-user markets or our products operating under conditions not originally included in our customer’s technical requirements specification, or contemplated by either our customers or ourselves, may increase our exposure for warranty or recall claims. We may also incur costs and expenses to defend against alleged claims whereby our products are ultimately determined not to be at fault. In addition, as we continue to develop and invest in products and solutions involving alternative fuels (e.g., hydrogen, ammonia, ethanol, methanol, compressed natural gas and other zero- and lower-carbon fuel types) designed to enhance fuel efficiency and reduce emissions, we may experience an increase in claims. Actual costs and expenses associated with these claims could be material or exceed any amounts accrued for such claims in our financial statements.

In addition, we are currently, and may in the future become, subject to other commercial or contractual disputes and legal proceedings. These claims typically arise in the normal course of business and may include commercial or contractual disputes with our customers and suppliers, intellectual property, personal injury, product liability, environmental and employment claims. These claims may also arise under the Separation and Distribution Agreement we entered into with the Former Parent in connection with the Spin-Off, which allocated responsibility to us for various legacy matters, including certain items that are otherwise unrelated to our business, or the Amended and Restated Tax Matters Agreement entered into with the Former Parent during 2025 to resolve a dispute relating to the Tax Matters Agreement entered into by the parties in connection with the Spin-Off.

It is possible that any such claims may have an adverse impact on our business that is greater than we anticipate. While we maintain insurance that provides protection against certain potential losses relating to such claims and other risks, including those resulting from cybersecurity threats and incidents, the amount and extent of such insurance may not be adequate to insure us against all claims, costs and liabilities related to these matters. The incurring of significant liabilities for which there is no, or insufficient, insurance coverage could adversely affect our business, financial condition and results of operations.

We are subject to extensive environmental, health and safety, human rights and other laws and regulations related to corporate sustainability that are subject to change, and may in the future be supplemented by additional such laws and regulations and may involve significant risks.

Our operations and products, and those of our customers, are subject to laws governing, among other things: emissions to air; discharges to waters; the generation, management, transportation and disposal of waste and other materials; packaging; the use of natural resources; health and safety; human rights; and other matters relating to corporate sustainability. Our global supply chain and the operation of automotive and industrial equipment parts manufacturing plants entails risks in these areas, and we may incur material costs or liabilities as a result. A number of our manufacturing facilities were acquired prior to the completion of the Spin-Off, and as a result, we may incur material costs and liabilities relating to activities that predate our ownership or the ownership of the Former Parent. In addition, potentially significant expenditures could be required to comply with new and evolving customer requirements and environmental, health and safety, human rights and other laws and regulations currently in effect or that are expected to be in effect in the near future (particularly new reporting requirements relevant to our operations and those of our customers in the United States, United Kingdom, Europe and Mexico), or additional new such laws and regulations that may be adopted (including due to ongoing concerns regarding the impacts of climate change). Failure to comply with such evolving and increasingly complex laws and regulations, or related customer requirements, could impact our competitive position, and costs and penalties associated with non-compliance could have an adverse effect on our business, financial condition and results of operations.

Changes in tax laws or tax rates taken by taxing authorities and tax audits or similar processes could adversely affect our business, financial condition and results of operations.

Changes in tax laws or tax rates, the resolution of tax assessments or audits or similar processes by various tax authorities, and the inability to fully utilize our tax loss carryforwards and tax credits could adversely affect our business, financial condition and results of operations. In addition, we may periodically restructure our legal entity organization. If taxing authorities were to disagree with our tax positions in connection with any such restructurings, our effective tax rate could be materially affected. Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions where we conduct business. We have received tax assessments from various taxing authorities and are currently at varying stages of appeals and/or litigation regarding these matters. These audits may result in assessment of additional taxes that are resolved with the authorities or through the courts. We believe these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Although Mexico levies value added taxes and customs duties on temporary imports, in the course of the conduct of

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our manufacturing operations, we generally do not pay that tax due to a special certification, the availability of which depends upon our compliance with certain requirements and regulations (such as maintaining accurate records and providing periodic reports to authorities). Non-compliance (or alleged non-compliance due to enhanced enforcement efforts or otherwise) with these requirements and regulations could result in suspension of the certification, which could adversely affect our business, financial condition and results of operations. We are aware of instances in which we may not have complied with these requirements and regulations in the past, and as a result, pursued voluntary processes with the relevant authorities to reconstruct records that resulted in immaterial value added taxes being assessed and penalties imposed, which were ultimately the responsibility of the Former Parent pursuant to the Amended and Restated Tax Matters Agreement. Resolution of any tax matters involves uncertainties, and there are no assurances that the outcomes will be favorable in the future.

We are, and in the future may be, subject to governmental investigations and related proceedings regarding vehicle emissions standards.

In recent years within the vehicle industry, there have been governmental investigations and related proceedings relating to alleged or actual violations of vehicle emissions standards. Alleged or actual violations by us, or to our knowledge, our predecessor entities of emissions standards have in the past resulted in a government investigation and could in the future result in government investigations and other legal proceedings, including class actions and other private civil actions, the recall of one or more of our products, negotiated remedial actions, fines, disgorgement of profits, restricted product offerings, reputational harm or a combination of any of those items. Any of these actions or related costs that we incur could have a material adverse effect on our business, financial condition and results of operations. As previously reported, German authorities announced a diesel defeat device investigation in 2022, which we believe is focused on engines sold by two of our light vehicle OEM customers prior to 2020, when the Former Parent acquired Delphi Technologies PLC. PHINIA is the indirect parent of the Delphi Technologies entity that supplied engine control units, software and calibration services to these OEM customers, and German authorities searched two of our facilities seeking information relating to software supplied to the customers. Under the Separation and Distribution Agreement we entered into with the Former Parent in connection with the Spin-Off, we are generally allocated responsibility for any consequences arising out of the German investigation and any similar investigations. We are cooperating with the German investigation, which is ongoing and has resulted, and will continue to result in, us incurring significant costs and could ultimately lead to any of the consequences we outline above.

WeThe ~~are~~impacts ~~subject~~of climate change, regulations related to ~~extensive~~climate ~~environmental~~change, ~~health~~various ~~and~~stakeholders’ ~~safety,~~emphasis ~~human~~on ~~rights~~reducing the impacts of climate change, and other ~~laws~~related ~~and~~matters ~~regulations~~may ~~that~~adversely ~~are~~impact ~~subject~~our tobusiness, ~~change~~financial condition and ~~may~~results ~~involve~~of ~~significant risks~~operations.

~~Our~~The ~~operations~~impacts ~~and~~of ~~products~~climate ~~are~~change ~~subject~~continue to ~~laws~~raise ~~governing~~significant concern and attention worldwide, ~~among~~which ~~other~~has ~~things:~~led to swift and stringent legislative and regulatory efforts to limit greenhouse gas and other emissions to air; ~~discharges~~in tocertain ~~waters;~~jurisdictions ~~the~~in ~~generation,~~which ~~management~~we operate. Our manufacturing plants use energy, ~~transportation~~including electricity and ~~disposal~~natural gas, and certain of ~~waste~~our ~~and~~plants ~~other~~that ~~materials;~~emit ~~packaging;~~greenhouse ~~health~~gases ~~and~~may ~~safety;~~in ~~human~~the ~~rights;~~future ~~and~~be ~~other~~affected ~~matters~~by ~~relating~~these tolegislative ~~corporate~~and ~~sustainability~~regulatory efforts. ~~Our~~Greenhouse ~~global~~gas ~~supply~~emissions ~~chain~~regulations ~~and~~could increase the ~~operation~~price of ~~vehicle~~the ~~and~~electricity ~~industrial~~we ~~equipment~~purchase, ~~parts~~increase ~~manufacturing~~costs ~~plants~~for ~~entails~~use ~~risks~~of innatural ~~these areas~~gas, ~~and~~potentially werestrict ~~may~~access ~~incur~~to ~~material~~or ~~costs~~the oruse ~~liabilities~~of asnatural agas, ~~result.~~require Aus ~~number~~to ofpurchase allowances to offset our ~~manufacturing~~own ~~facilities~~emissions ~~were~~or ~~acquired~~result ~~prior~~in toan ~~the~~overall ~~completion~~increase in costs of ~~the~~raw ~~Spin-Off~~materials, ~~and~~any asone of which could increase our costs, reduce competitiveness in a ~~result~~global economy, weimpact ~~may~~our ~~incur~~reputation, ~~material~~or ~~costs~~otherwise negatively affect our business, financial condition and ~~liabilities~~results of operations. Many of our customers and suppliers face similar risks. Supply chain disruptions or constraints relating to ~~activities~~such ~~that~~regulations ~~predate~~could ~~our~~result ~~ownership~~in orincreased costs, jeopardize the ~~ownership~~continuity of ~~the~~production, ~~Former~~and ~~Parent.~~have Inan ~~addition~~adverse effect on our business, ~~potentially~~financial ~~significant~~condition ~~expenditures~~and ~~could~~results beof ~~required~~operations. toThe ~~comply~~physical ~~with~~and ~~evolving~~transitional ~~interpretations~~impacts of ~~existing~~climate ~~environmental~~change could also disrupt our operations, ~~health~~including by impacting the availability and ~~safety~~cost of materials within our supply chain, ~~human~~and ~~rights~~could also increase insurance and other operating costs. These factors may also impact our decisions to construct new facilities in certain geographic locations.

18From time to time, we establish strategies, expectations and targets related to the impacts of climate change and other environmental matters. Our ability to achieve any such strategies, expectations or targets is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include: evolving legal, regulatory and other standards, processes, and assumptions; the pace of scientific and technological developments; increased costs; the availability of requisite financing; the availability of renewable energy sources; changes in carbon markets; government incentives and tax credits; and changes in general economic, financial and industry conditions. Failures or delays (whether actual or perceived) in achieving our strategies, expectations or targets related to climate change and other environmental matters could adversely affect our business, financial

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~~other~~condition ~~laws~~ and ~~regulations,~~results ~~new~~of ~~such~~operations, ~~laws~~harm ~~and~~our ~~regulations~~reputation ~~currently in effect~~ and ~~that~~competitive ~~are~~position, ~~expected~~result ~~to be~~ in ~~effect~~our ininability ~~the~~to ~~near~~meet ~~future (including~~ the ~~European~~expectations ~~Union’s~~of ~~Corporate~~our ~~Sustainability~~customers ~~Reporting Directive~~ and other ~~new~~stakeholders, ~~reporting~~and ~~requirements~~increase ~~established~~the byrisk ~~regulators~~of ~~in the U~~litigation.S. ~~and Europe)~~Likewise, ora ~~additional~~failure ~~new~~to ~~such~~comply ~~laws~~with ~~and~~any ~~regulations~~current ~~that~~or ~~may~~future ~~be adopted (including due to ongoing concerns regarding global~~ climate, ~~change~~environmental and ~~its~~related ~~impact).~~reporting ~~Costs associated with compliance~~requirements, orincluding ~~the~~those ~~failure~~established toby ~~comply,~~regulators ~~with~~in ~~such~~the ~~laws~~United States and ~~regulations~~Europe, ormay ~~customer~~result ~~requirements~~in ~~relating~~loss toof ~~or stemming from such regulations~~business, ~~could~~regulatory ~~have an adverse effect on our business~~penalties, ~~financial~~increased ~~condition~~litigation risk and ~~results~~reputational ~~of operations~~damage.

The impacts of climate change, regulations related to climate change and various stakeholders’ emphasis on climate change and other related matters may adversely impact our business, financial condition and results of operations.

The impacts of climate change continue to raise significant concern and attention worldwide, which has led to swift and stringent legislative and regulatory efforts to limit greenhouse gas emissions in certain jurisdictions in which we operate. Our manufacturing plants use energy, including electricity and natural gas, and certain of our plants that emit greenhouse gas may in the future be affected by these legislative and regulatory efforts. Greenhouse gas emissions regulations could increase the price of the electricity we purchase, increase costs for use of natural gas, potentially restrict access to or the use of natural gas, require us to purchase allowances to offset our own emissions or result in an overall increase in costs of raw materials, any one of which could increase our costs, reduce competitiveness in a global economy, impact our reputation, or otherwise negatively affect our business, financial condition and results of operations. Many of our customers and suppliers face similar risks. Supply disruptions relating to such regulations could result in increased costs, jeopardize the continuity of production, and have an adverse effect on our business, financial condition and results of operations. The physical and transitional impacts of climate change could also disrupt our operations, including by impacting the availability and cost of materials within our supply chain, and could also increase insurance and other operating costs. These factors may also impact our decisions to construct new facilities in certain geographic locations.

From time to time, we establish strategies and expectations related to the impacts of climate change and other environmental matters. Our ability to achieve any such strategies or expectations is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include, but are not limited to, evolving legal, regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite financing, the availability of renewable energy sources, changes in carbon markets, government incentives and tax credits, and changes in general economic, financial and industry conditions. Failures or delays (whether actual or perceived) in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, financial condition and results of operations, harm our reputation, result in our inability to meet the expectations of our customers and other stakeholders, and increase the risk of litigation. Likewise, a failure to comply with any current or future climate, environmental and related reporting requirements, including those established by regulators in the U.S. and Europe, may result in loss of business, regulatory penalties, increased litigation risk and reputational damage.

Compliance with and changes in other laws and regulations impacting our operations could be costly and could affect our business, financial condition and results of operations.

We have internal policies and procedures and supplier policies and requirements relating to compliance with anti-corruption, sanctions, import and export control laws and exchange control laws, and we conduct periodic compliance training on such laws for our employees and provide a hotline for employees to report potential violations of such laws; however, there is a risk that such policies, procedures and requirements will not always protect us from the improper acts of employees, agents, suppliers, other business partners, joint venture partners, or representatives, particularly in the case of recently acquired operations that may not have significant training in applicable compliance policies and procedures. Compliance violations may result in criminal penalties, sanctions or fines that could have an adverse effect on our business, financial condition, results of operations and reputation.

Changes that could impact the legal environment include new legislation, regulations, and policies, investigations and legal proceedings, and new interpretations of existing rules and regulations, in particular, changes in sanctions, import and export control laws or exchange control laws, and other changes in laws in countries where we operate or intend to operate.

We have liabilities related to product warranties, litigation and other claims.

We provide product warranties to our customers for some of our products. Under these product warranties, we may be required to bear costs and expenses for the repair or replacement of these products. As suppliers become more

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integrally involved in the design of vehicles and equipment and assume more of the assembly functions, OEMs are increasingly looking to their suppliers for contribution when faced with recalls and product warranty claims. A recall claim or product warranty claim brought against us could adversely impact our business, financial condition and results of operations. In addition, a recall claim could require us to review our entire product portfolio to assess whether similar issues are present in other product lines, which could result in significant disruption to our business and could have an adverse impact on our financial condition and results of operations. Factors outside our control, including the quality of fuel in end user markets or our products operating under conditions not originally contemplated, may increase our exposure for warranty or recall claims. In addition, as we continue to develop and invest in products and solutions involving alternative fuels (such as hydrogen, ammonia, ethanol, compressed natural gas and other zero- or lower-carbon fuel types) designed to enhance fuel efficiency and reduce emissions, we may experience an increase in fuel and product quality-related product warranty or other claims. We cannot assure that costs and expenses associated with these claims will not be material or that those costs will not exceed any amounts accrued for such claims in our financial statements.

In addition, we are currently, and may in the future become, subject to other commercial or contractual disputes and legal proceedings. These claims typically arise in the normal course of business and may include, but not be limited to, commercial or contractual disputes with our customers and suppliers, intellectual property matters, personal injury, product liability, environmental and employment claims. These claims may also arise under the Separation and Distribution Agreement we entered into with the Former Parent in connection with the Spin-Off, which allocated responsibility to us for various legacy matters, including certain items that are otherwise unrelated to our business. As previously disclosed, the Company and the Former Parent are currently involved in a dispute relating to the Tax Matters Agreement entered into by the parties in connection with the Spin-Off (the BorgWarner Dispute). For more information regarding the BorgWarner Dispute, refer to Note 18, “Contingencies,” to the Consolidated Financial Statements.

There is a possibility that any such claims may have an adverse impact on our business that is greater than we anticipate. While we maintain insurance that provides protection against certain potential losses relating to such claims and other risks, including those resulting from cybersecurity threats and incidents, the amount and extent of such insurance may not be adequate to insure us against all claims, costs and liabilities related to these matters. The incurring of significant liabilities for which there is no, or insufficient, insurance coverage could adversely affect our business, financial condition and results of operations.

Changes in tax laws or tax rates taken by taxing authorities and tax audits or similar processes could adversely affect our business, financial condition and results of operations.

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions where we conduct business. We have received tax assessments from various taxing authorities and are currently at varying stages of appeals and/or litigation regarding these matters. These audits may result in assessment of additional taxes that are resolved with the authorities or through the courts. We believe these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Although Mexico levies value added taxes and customs duties on temporary imports, in the course of the conduct of our manufacturing operations, we generally do not pay that tax due to a special certification, the availability of which depends upon our compliance with certain requirements and regulations, such as maintaining accurate records and providing periodic reports to authorities. We are aware of instances in which we may not have complied with those requirements and regulations and pursued voluntary processes with the relevant authorities to reconstruct records, which resulted in value added taxes being assessed for periods in which we claimed an ability to not make payments and/or in the imposition of penalties, either of which could be material. Any tax liability is ultimately a responsibility of the Former Parent under the Tax Matters Agreement to the extent it relates to any period prior to the distribution. To the extent we are unable to comply with those requirements and regulations after the distribution, any consequences would be our responsibility. Resolution of any tax matters involves uncertainties, and there are no assurances that the outcomes will be favorable.

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Risks Related to Credit and Our Financials

Goodwill, indefinite-lived intangible assets and long-lived assets, which are subject to periodic impairment evaluations, represent a significant portion of our total assets. An impairment charge on these assets could have an adverse impact on our business, financial condition and results of operations.

We have recorded goodwill and indefinite-lived intangible assets related to acquisitions. We periodically assess these assets, along with long-lived assets, to determine if they are impaired. Significant negative industry or macroeconomic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets, dispositions, and market capitalization declines may impair these assets.

We review goodwill, indefinite-lived intangible assets and long-lived assets for impairment either annually or whenever changes in circumstances indicate that the carrying value may not be recoverable. In conducting our goodwill impairment analysis, we compare the fair value of the segment to the related net book value. In conducting our impairment analysis of indefinite-lived intangible assets and long-lived assets, we compare the fair value of the assets to the related net book values if indicators of impairment are identified. The risk of impairment to goodwill and indefinite-lived intangible assets is higher during the early years following an acquisition. This is because the fair values of these assets align very closely with what was paid to acquire the reporting units to which these assets are assigned. As a result, the difference between the carrying value of the reporting unit and its fair value (typically referred to as “headroom”) is smaller at the time of acquisition. Until this headroom grows over time, due to business growth or lower carrying value of the reporting unit, a relatively small decrease in reporting unit fair value can trigger impairment charges. When impairment charges are triggered, they tend to be material due to the size of the assets involved. Future acquisitions could present similar risks. Any charges relating to such impairments could adversely affect our business, financial condition and results of operations in the periods recognized.

Changes in interest rates and asset returns could increase our pension funding obligations, which could reduce our profitability and cash flow and adversely impact our business, financial condition and results of operations.

In connection with the Spin-Off, the Former Parent transferred to us plan assets and obligations primarily associated with our active, retired, and other of the Former Parent’s former employees in certain jurisdictions, and we will provide the benefits directly from the plan assets. The actual assumed net benefit plan obligations and related expenses could change significantly from our estimates. In particular, the valuation of our future payment obligations under these pension plans and the related plan assets is subject to significant adverse changes if the credit and capital markets cause interest rates and projected rates of return to decline. Such declines could also require us to make significant additional contributions to our pension plans in the future. Additionally, a material deterioration in the funded status of the plans could significantly increase our pension expenses and reduce profitability in the future. Each of the foregoing risks could have an adverse effect on our business, financial condition and results of ~~operations. For more information about our pension assets and liabilities, refer to Note 15, “Retirement Benefit Plans,” to the Consolidated Financial Statements.~~

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operations. For more information about our pension assets and liabilities, refer to Note 17, “Retirement Benefit Plans,” to the Consolidated Financial Statements.

We are subject to a number of restrictive covenants and requirements under our indebtedness, which could limit our financial and operating flexibility and subject us to other risks.

The agreements governing our current indebtedness include, and any debt we incur in the future may include, covenants limiting our ability to, among other things, pay cash dividends, redeem or repurchase stock, incur debt or liens, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. We are also subject to total net leverage ratio and interest coverage ratio financial covenants under such agreements. In addition, our current debt agreements require, and any future debt may require, us to dedicate a significant portion of our cash flows from operations to paying amounts due under such agreements, thereby reducing funds available for other corporate purposes. Any of these restrictions on our ability to operate could adversely affect our business, financial condition and results of operations by, among other things, limiting our ability to adapt to changing economic, financial or industry conditions and to take advantage of corporate opportunities. Developments in our business or events beyond our control, including prevailing economic, financial, and industry conditions, could affect our ability to comply with the covenants and other requirements under our debt agreements. If we fail to comply with any covenants or other requirements, our lenders and bondholders may, among other things, terminate their obligation to make advances to us and declare any outstanding obligations immediately due and payable, as applicable, which could have a material adverse impact on our business, financial condition and results of operations.

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Risks Related to the Spin-Off

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.

We may be unable to achieve the full strategic and financial benefits expected to result from the separation and distribution, or such benefits may be delayed or not occur at all. The Spin-Off was expected to provide various benefits, including allowing us to more effectively focus on our own distinct operating priorities and strategies, enhance our ability to better address specific market dynamics and target innovation, create incentives for our management and employees that align more closely with our business performance and the interests of our stockholders, and articulate a clear investment proposition and tailored capital allocation policy to attract a long-term investor base best suited to our business needs. While we have achieved some of these benefits, we may be unable to achieve other benefits in the time we expect, if at all, for a variety of reasons.

To preserve the tax-free nature of the Spin-Off and certain related transactions, we agreed in the Tax Matters Agreement to covenants and indemnification obligations that address compliance with the intended tax-free treatment of the Spin-Off and certain related transactions for U.S. federal income tax purposes as well as for state, local and foreign tax purposes. These covenants include certain restrictions on our activity for a period of two years following the Spin-Off. Specifically, we are subject to certain restrictions on our ability to enter into acquisition, merger, liquidation, sale and stock redemption transactions with respect to our stock or assets, and we may be required to indemnify the Former Parent against any resulting tax liabilities even if we do not participate in or otherwise facilitate the acquisition. Furthermore, we are subject to specific restrictions on discontinuing the active conduct of our trade or business, the issuance or sale of stock or other securities (including securities convertible into our stock but excluding certain compensatory arrangements), and sales of assets outside the ordinary course of business. These covenants and indemnification obligations may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may maximize the value of our business, and they may discourage or delay a strategic transaction that our stockholders may consider favorable.

If the Spin-Off were determined not to qualify as tax-free for U.S. federal income tax purposes, we could have an indemnification obligation to the Former Parent, which could adversely affect our business, financial condition and results of operations.

The Spin-Off was intended to qualify as a tax-free “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (Code). In connection with the Spin-Off, the Former Parent received a written opinion from Ernst & Young, LLP to such effect. However, the opinion of Ernst & Young, LLP will not be binding on the Internal Revenue Service (IRS) or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Notwithstanding the opinion of Ernst & Young, LLP, the IRS could determine on audit that the Spin-Off or any of certain related transactions is taxable if it determines that any of these facts, assumptions, representations, or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion. If the conclusions expressed in the opinion of Ernst & Young, LLP are challenged by the IRS and the IRS prevails in such challenge, the tax consequences of the Spin-Off could be materially less favorable.

If, as a result of any of our representations being untrue or our covenants being breached, the Spin-Off were determined not to qualify for its intended tax-free treatment, we could be required by the Tax Matters Agreement and any amendments or restatements thereto to indemnify the Former Parent for the resulting taxes and related expenses. Those amounts could be material. Any such indemnification obligation could adversely affect our business, financial condition and results of operations.

We or the Former Parent may fail to perform under, or additional disputes may arise between the parties relating to, various transaction agreements that have been executed in connection with the separation.

In connection with the separation, and prior to the distribution, we and the Former Parent entered into various transaction agreements related to the Spin-Off, pursuant to which both we and the Former Parent have liabilities and performance obligations. Certain of these agreements and any amendments and restatements thereto continue to govern our relationship with the Former Parent following the Spin-Off. We rely on the Former Parent to satisfy its performance obligations under these agreements. If we or the Former Parent are unable to satisfy our or its respective obligations under these agreements, including indemnification obligations, our business, financial condition and results of operations could be adversely affected.

As previously disclosed, inthe ~~September~~Company ~~2024,~~entered into a settlement agreement (the Settlement Agreement) with the Former Parent ~~filed~~to aresolve ~~claim~~previously disclosed claims asserted by the Former Parent against the Company in Delaware Superior Court ~~seeking~~in September 2024, ~~inter~~pursuant ~~alia~~to which the Former Parent sought, among other things, a judicial declaration that the Company is obligated under the Tax Matters Agreement to remit to the Former Parent ~~monies~~refunds ~~refunded,~~obtained orby ~~to be refunded, to~~ the Company from tax authorities that relate to certain indirect tax payments made prior to the Spin-Off. The ~~Company~~Settlement ~~believes~~Agreement italso ~~has~~resolved ~~meritorious~~the ~~arguments~~Company’s incounterclaims ~~response~~asserted toagainst the Former Parent’s ~~claim,~~in ~~has~~Delaware ~~filed~~Superior ~~counterclaims~~Court ~~against~~in December 2024. In connection with the ~~Former~~Settlement ~~Parent~~Agreement, ~~and~~the ~~will~~Company

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~~continue~~and the Former Parent also entered into an amendment to ~~vigorously~~the ~~defend~~Tax ~~against~~Matters ~~this~~Agreement ~~litigation.~~to ~~The~~provide ~~resolution~~for, among other things, clarification of ~~this~~the ~~matter~~Former ~~could~~Parent’s ~~have~~responsibility afor ~~material~~certain ~~adverse~~pre-Spin-Off ~~effect~~tax onliabilities and the Company’s ~~financial~~ability ~~position,~~to ~~results~~obtain and use the benefit of ~~operations~~certain pre-Spin-Off credits and ~~cash~~other ~~flows~~offsets. If any additional disputes were to arise between the parties, such disputes could have a material adverse effect on our financial ~~position,~~condition results of operations and cash flows. For more information regarding the ~~BorgWarner~~Settlement ~~Dispute~~Agreement, refer to Note 1820, “Contingencies,” to the Consolidated Financial Statements.

We have only operated as an independent, publicly traded company since July 3, 2023, and our historical combined financial information for periods prior to such date is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

We derived the historical financial information prior to July 3, 2023 included in this Form 10-K from the Former Parent’s consolidated financial statements, and this information does not necessarily reflect the results of operations and financial ~~position~~condition we would have achieved as an independent, publicly traded company during the periods presented, or those that we will achieve in the future. ~~This~~For isadditional ~~primarily~~information ~~because~~about our past financial performance and the basis of presentation of our historical combined financial statements, see our historical financial statements and the ~~following~~notes ~~factors:~~thereto.

•Prior to the Spin-Off, we operated as part of the Former Parent, and the Former Parent performed various corporate functions for us. Our historical combined financial information reflects allocations of corporate expenses from the Former Parent for these functions. These allocations may not reflect the costs we have incurred, and will continue to incur in the future, for similar services as an independent, publicly traded company.

•We entered into transactions with the Former Parent that did not exist prior to the Spin-Off, such as the Former Parent’s provision of transition and other services, and undertook indemnification obligations, which caused us to incur new costs.

•Our historical combined financial information does not reflect changes that we expected to experience, and have experienced, as a result of our separation from the Former Parent, including changes in the financing, cash management, operations, cost structure, and employee needs of our business. In addition, our historical combined financial statements do not include an allocation of interest expense comparable to the interest expense we incurred as a result of the Spin-Off, including interest expense in connection with our incurrence of indebtedness relating to the Spin-Off.

Following the Spin-Off, we have also faced additional costs and demands on management’s time associated with being an independent, publicly traded company, including costs and demands related to investor and public relations, public financial reporting and corporate governance, including board of director fees and expenses. For additional information about our past financial performance and the basis of presentation of our historical combined financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements and the notes thereto.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

As part of our overall risk management ~~system~~program, ~~and~~we describe below the processes, weused to assess, identify, and manage material risks from cybersecurity threats, including how these processes are used to manage cybersecurity risks through our Enterprise Risk Management (ERM) program and for reporting to management and our Board of Directors (the Board). For a description of cybersecurity risks relevant to our business, see Item 1A, “Risk Factors.”

The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with the goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, security and availability of the information we collect and store for use in operating our business; (iii) protecting the Company’s intellectual property; (iv) maintaining the confidence of our customers, suppliers, other business partners and employees; and (v) providing appropriate disclosure of cybersecurity risks and incidents when required. Our cybersecurity and data protection policies, processes and strategies are informed by regulatory and business requirements, our prior experience addressing cybersecurity attacks and incidents (including with our former affiliates), industry practices and standards, and are periodically adjusted based on the results of assessments conducted through our ERM practices, third-party audits and independent reviews, tabletop exercises, and other processes.

24Our cybersecurity policies, processes and strategies focus on the following areas:

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former affiliates) and industry practices, and are periodically adjusted based on the results of assessments conducted through our ERM practices, third-party audits and independent reviews, and other processes.

Consistent with the Company’s ERM practices, our cybersecurity policies, processes and layers of defense focus on the following areas:

•Surveillance and Monitoring. The Company maintains 24/7 cybersecurity threat surveillance in conjunction with a managed security service that monitors system logs and network traffic for indicators of compromise and other suspicious activity, and conducts monthly external vulnerability assessments and annual penetration testing.

•System Safeguards. The Company deploys system safeguards that are designed to protect the Company’s ~~information~~technology systems and infrastructure from cybersecurity threats, including early detection and response antivirus tools, data leak prevention tools and systems, vulnerability scans of data centers, firewalls, anti-malware functionality and access controls, and programs to support remediation, replacement or isolation of systems that have reached, or are expected to reach, end of security life.

•Third-Party Collaboration. The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups, and third-party service providers, to identify, assess and respond to cybersecurity risks.

•Third-Party Risk Management. The Company has processes in place for identifying and overseeing cybersecurity risks presented by third-party users of the Company’s systems, as well as third-party systems used by the Company.

•Training. The Company requires personnel, including new hires, to complete training regarding cybersecurity threats, incident reporting procedures and acceptable use of our information systems.

•Incident Response Planning. The Company has established and maintains a cybersecurity incident response plan that outlines an organized and timely approach for responding to and handling security incidents affecting the Company’s systems or data, including the intrusions or incidents involving data from a third party.

A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s policies and processes through audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity controls and oversight. Third-party audits and independent reviews of our cybersecurity measures, information security control environment and operating effectiveness are conducted on at least an annual basis.

As a global company, we have experienced cybersecurity attacks and incidents in the past, and we could in the future experience similar attacks. To date, we have not experienced a cybersecurity incident or attack, or any risk from cybersecurity threats, that has materially affected or is reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition.

Governance

The Board, in coordination with the Audit Committee, oversees the Company’s policies with respect to the assessment and management of risks from cybersecurity threats. The Board receives updates regarding cybersecurity risks primarily in connection with its oversight of the Company’s risk management practices. The Audit Committee receives updates regarding cybersecurity risks from the Company’s Chief Information Security Officer (CISO) and Chief Information Officer (CIO), including with respect to the assessment and management of such risks and recent developments, trends and the general threat environment, on at least a quarterly basis.

The Company’s cybersecurity team, which is led by our CISO, oversees the Company’s cybersecurity and data security operations, programs, policies and processes and their general effectiveness. The cybersecurity team, in coordination with other Incident Response Team members, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to cybersecurity incidents. The Company’s Incident Response Team consists of our CISO and other senior leaders from the Company’s cybersecurity (composed of information security and technology operations), compliance, legal, financial reporting and other key business and corporate functions. The CISO and other Incident Response Team members monitor the prevention, detection, mitigation and remediation of cybersecurity incidents in accordance with the incident response plan. The team is also responsible for informing and coordinating with the Company’s Disclosure Committee in timely reporting such incidents, as appropriate and depending on the severity

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of•Third-Party ~~the~~Risk ~~incident,~~Management. ~~and~~The ~~facilitating~~Company ~~updates~~maintains processes designed to ~~the~~identify ~~Strategy~~and ~~Board~~oversee ~~(consisting~~material ofrisks ~~our~~from ~~CEO,~~cybersecurity ~~Chief~~threats ~~Financial~~associated ~~Officer~~with ~~(CFO),~~third-party ~~General~~users ~~Counsel,~~of ~~CIO~~the ~~and~~Company’s ~~other~~technology ~~members~~systems ofand ~~management)~~data, ~~Audit~~as ~~Committee~~well ~~and~~as ~~Board~~third-party ~~regarding~~service ~~such~~providers’ ~~incidents~~systems ~~until~~used ~~addressed~~by the Company.

~~We have experienced leaders responsible for assessing and managing risks arising from cybersecurity threats~~•Training. Our CISO reports to the CIO and has served in various roles in information technology and information security for over 29 years, including most recently leading the Information Security Office of BorgWarner Inc. He holds a Bachelor of Science in Physics. The Company’s ~~CIO~~requires ~~reports to our CEO and has served in various roles in information technology and information security for over 26 years~~personnel, including ~~CIO~~new ofhires, ~~Gentherm Incorporated immediately prior~~ to ~~joining~~complete ~~the~~training ~~Company.~~regarding ~~Our~~cybersecurity ~~CIO~~threats ~~holds~~(including aphishing, ~~Bachelor~~business ofemail ~~Science~~compromise inand ~~Business,~~other ~~with~~schemes aor ~~concentration~~attacks inthat ~~Computer~~use ~~Information~~social ~~Systems~~engineering, and annew ~~MBA~~disruptors, insuch ~~Finance~~as ~~and~~artificial ~~Strategic Management. He is also a Digital Directors Network (DDN~~intelligence), ~~Boardroom~~incident ~~Certified~~and ~~Qualified~~threat ~~Technology~~reporting ~~Expert (QTE). In addition~~procedures, ~~the~~data ~~Company’s~~protection ~~CEO, CFO~~ and ~~General~~acceptable ~~Counsel~~use ~~each have experience overseeing the management~~ of ~~cybersecurity~~our ~~and~~technology ~~other risks similar to those impacting the Company’s business~~systems.

•Incident Response Planning. The Company maintains a cybersecurity incident response plan that outlines an organized and timely approach for responding to and handling cybersecurity incidents affecting the Company’s technology systems or data, including intrusions or incidents involving data from a third party.

A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s policies, processes and strategies through audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity controls and oversight and identifying potential opportunities for enhancements. Third-party audits and independent reviews of our cybersecurity measures, information security control environment and operating effectiveness are conducted on at least an annual basis.

As a global company, we have experienced cybersecurity attacks and incidents in the past, and we could in the future experience similar attacks. To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company and are not reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Governance

The Board, in coordination with the Audit Committee, oversees risks from cybersecurity threats and the Company’s processes for assessing and managing cybersecurity risks. The Board receives updates from management regarding cybersecurity risks and the Company’s processes in connection with its oversight of the Company’s ERM program and risk management practices. The Board also receives updates from the Chief Information Officer (CIO) regarding the Company’s technology systems and infrastructure in connection with its general oversight of the execution and development of key strategies and initiatives. The Audit Committee receives updates from the CIO, supported by the cybersecurity team, including regarding (i) management’s monitoring, assessment and management of cybersecurity risks, (ii) the Company’s strategies and processes for prevention, detection, mitigation, and remediation, and (iii) recent developments, trends and the general threat environment. Updates to the Board or Audit Committee occur on at least a quarterly basis.

The Company’s cybersecurity team, led by our CIO, oversees the Company’s cybersecurity and data security operations, programs, policies and processes and their general effectiveness. Our CIO directly oversees the broader cybersecurity team while the Company actively searches for a Chief Information Security Officer due to a recent vacancy in the position. The cybersecurity team, in coordination with other Incident Response Team members, works collaboratively across the Company to implement a program designed to protect the Company’s technology systems from cybersecurity threats and to promptly respond to cybersecurity incidents. The Company’s Incident Response Team consists of our CIO and other senior leaders from the Company’s cybersecurity (composed of information security and technology operations), compliance, legal, financial reporting and other key business and corporate functions. The CIO and other Incident Response Team members monitor the prevention, detection, mitigation and remediation of cybersecurity incidents in accordance with the incident response plan. The team is also responsible for informing and coordinating with the Company’s Disclosure Committee in timely reporting such incidents, as appropriate and depending on the severity of the incident, and facilitating updates to the Strategy Board (consisting of our CEO, Chief Financial Officer (CFO), General Counsel, CIO and other members of management), Audit Committee and Board regarding such incidents until addressed.

We have experienced leaders responsible for managing and overseeing risks arising from cybersecurity threats. Our CIO reports to the CEO and has significant experience serving in various roles in technology and information security, including CIO of Gentherm Incorporated immediately prior to joining the Company, where he oversaw Gentherm’s cybersecurity program. In addition, the Company’s CEO, CFO and General Counsel each have experience overseeing the management of cybersecurity and other risks similar to those impacting the Company’s business.

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Item 2. Properties

As of December 31, ~~2024~~2025, the Company had 2325 principal manufacturing, assembly and technical facilities worldwide, including our global headquarters and excluding unconsolidated joint venture and administrative offices. Our global headquarters is located in a leased facility in Auburn Hills, Michigan. In general, we believe our facilities to be suitable and adequate to meet our current and reasonably anticipated needs and do not anticipate difficulty in renewing existing leases as they expire or finding alternative facilities.

The Company, its subsidiaries and affiliates operate principal manufacturing, assembly and technical facilities in the following regions:

						Americas						Europe						Asia						Total
Number of principal manufacturing, assembly and technical facilities(1)						8						910						67						2325

___________

(1)Excludes unconsolidated joint venture and administrative offices.

Of the 2325 facilities, 1517 are leased sites, four of which contain Company-owned building and infrastructure with land lease contracts. Compared to the prior year, ~~one of~~ the ~~leased~~Company ~~sites~~has inacquired ~~Europe~~two ~~ceased~~leased ~~operations in early November 2024~~facilities, ~~was~~one noin ~~longer~~Europe ~~a principal facility leased by the Company at December 31, 2024~~ and, asone ain ~~result,~~Asia isrelated ~~excluded~~to ~~from~~ the ~~above~~SEM ~~facility totals~~acquisition.

Item 3. Legal Proceedings

In the normal course of its business, the Company is involved in various commercial and legal claims, actions and complaints, both actual and potential. Proceedings that were previously disclosed may no longer be reported because, as a result of rulings in the case, settlements, changes in our business, or other developments, in our judgment, they are no longer material to the Company’s business, financial position or results of operations. See Note 1820, “Contingencies,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.  

SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to these regulations, the Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is listed for trading on the New York Stock Exchange under the symbol PHIN. As of February 75, ~~2025~~2026, there were 1,~~168~~078 holders of record of common stock.

While the Company currently expects that quarterly cash dividends will continue to be paid in the future at levels comparable to recent historical levels, ~~the~~such ~~dividend~~dividends ~~policy~~are is subject to review, approval and change at the discretion of the Board of Directors.

The line graph below compares the cumulative total shareholder return on the Company’s Common Stock with the cumulative total return of companies on the Standard & Poor’s (S&P) 600 Stock Index and S&P’s 600 Automotive Parts & Equipment Index since the date the Company’s stock began trading (July 5, 2023).

COMPARISON OF CUMULATIVE TOTAL RETURN*

___________

*$100 invested on July 5, 2023 in stock or index, including reinvestment of dividends.

	July 5, 2023		December 31, 2023		December 31, 2024		December 31, 2025
PHINIA Inc.	$	100	$	84	$	137	$	182
S&P 600 Index	$	100	$	110	$	120	$	127
S&P 600 Automotive Parts & Equipment Index	$	100	$	98	$	96	$	121

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The following table provides information about the Company’s purchases of its equity securities that are registered pursuant to Section 12 of the Exchange Act during the quarter ended December 31, ~~2024~~2025:

Issuer Purchases of Equity Securities
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under plans or programs (in millions)(2)
October 1, 2024 - October 31, 2024
November 1, 2025 - November 30, 2025
Common Stock Repurchase Program	—430,236	$	—53.46	—430,236	$	~~188~~	$	171
Employee transactions(1)	~~1,332~~312	$	3951.6791
November 1, 2024 - November 30, 2024
December 1, 2025 - December 31, 2025
Common Stock Repurchase Program	~~223~~128,~~178~~442	$	5354.4151	~~223~~128,~~178~~442	$	~~176~~	$	164
December 1, 2024 - December 31, 2024
Employee transactions(1)	23,732	$	62.69
Common Stock Repurchase Program	225,709	$	53.46	225,709	$	164
Employee transactions(1)	25,353	$	48.17

(1) An aggregate of 2624,~~685~~044 shares of the Company’s common stock were withheld by the Company in connection with employees’ payment of taxes associated with the vesting of their restricted stock units granted under the PHINIA Inc. 2023 Stock Incentive Plan.

(2) In August 2023, the Company announced that its Board of Directors authorized a $150 million share repurchase program. In August 2024, the Company’s Board of Directors increased the authorization by $250 million for a total share repurchase program of $400 million. On February 13, 2025, the Company announced that its Board of Directors increased the authorization by $200 million for a total share repurchase program of $600 million. As of December 31, ~~2024~~2025, the Company repurchased $~~236~~436 million of common stock under its repurchase program, excluding the impact of Federal excise tax, and $164 million remained available for repurchase. On ~~February~~January 1329, ~~2025~~2026, the Company announced that its Board of Directors increased the authorization by $~~200~~150 million for a total share repurchase program of $~~600~~750 million. The Company has $314 million remaining available for repurchase as of January 29, 2026. Repurchases under this program may be made using a variety of methods, which may include open market transactions, privately negotiated transactions, or pursuant to one or more accelerated stock repurchase programs or Rule 10b5-1 plans in compliance with SEC requirements. The exact amount and timing of any purchases will depend on a number of factors, including trading price, trading volume, and general market conditions. The repurchase program has no expiration date and may be suspended, discontinued, or resumed at any time. Repurchased shares will be deemed common stock held in treasury and may subsequently be reissued.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

PHINIA is a leader in the development, design and manufacture of integrated components and systems that are designed to optimize performance, ~~increase~~enhance efficiency and reduce emissions in combustion and hybrid propulsion systems for commercial vehicles and industrial applications (medium-duty and heavy-duty trucks, buses and other off-highway construction, marine, agricultural and ~~industrial~~aerospace ~~applications~~and defense), light commercial vehicles (vans and trucks) and light passenger vehicles (passenger cars, mini-vans, cross-overs and sport-utility vehicles). We are a global supplier to most major OEMs seeking to meet ~~and~~or exceed evolving and increasingly stringent global regulatory requirements and satisfy consumer demands for an enhanced user experience. Additionally, we offer a wide range of OES solutions and remanufactured products as well as an expanded range of products for the independent (non-OEM) aftermarket.

Transition to Standalone Company

On ~~December~~July 63, ~~2022~~2023, ~~BorgWarner~~PHINIA ~~Inc.,~~became an independent publicly traded company as a ~~manufacturer~~result of the legal and ~~supplier~~structural separation of ~~automotive~~the ~~industry~~Fuel ~~components~~Systems and ~~parts~~Aftermarket businesses from BorgWarner Inc. (BorgWarner, or Former Parent),. ~~announced~~The ~~plans~~separation ~~for~~was completed in the ~~complete~~form ~~legal~~of ~~and~~a ~~structural~~distribution ~~separation~~of the outstanding common stock of ~~its~~PHINIA ~~Fuel~~to ~~Systems~~holders ~~and~~of ~~Aftermarket~~record ~~businesses~~of bycommon stock of BorgWarner on a pro rata basis (the ~~spin~~Spin-~~off~~Off). ofIn ~~its~~connection ~~wholly-owned~~with ~~subsidiary,~~the ~~PHINIA~~Spin-Off, we entered into an agreement with the Former Parent which ~~was~~governs ~~formed~~the Company’s and the Former Parent’s respective rights, responsibilities and obligations after the distribution with respect to taxes for any tax period ending on ~~February~~or 9before the distribution date, ~~2023~~as (well as tax periods beginning before and ending after the ~~Spin-Off~~distribution date (Tax Matters Agreement).

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~~entities~~Acquisition ~~comprising~~of ~~BorgWarner’s~~Swedish ~~Fuel~~Electromagnet ~~Systems~~Invest ~~and~~AB Aftermarket businesses are now owned directly, or indirectly through its subsidiaries, by PHINIA. PHINIA is an independent public company trading under the symbol “PHIN” on the New York Stock Exchange. (SEM)

On August 1, 2025, PHINIA completed the acquisition of Swedish Electromagnet Invest AB (SEM), a provider of advanced natural gas, hydrogen and other alternative fuel ignition systems, injector stators and linear position sensors, for $47 million, comprised of $15 million of cash consideration and $32 million cash used to extinguish debt assumed through the acquisition. See Note 2, “Acquisition”, for further discussion.

Key Trends and Economic Factors

~~Commodities~~The ~~and~~automotive ~~Other~~industry ~~Inflationary~~is ~~Impacts.~~currently ~~Prices~~grappling ~~for~~with ~~commodities~~renewed ~~remain~~semi-conductor ~~volatile~~shortages, ~~and~~supply ~~since~~chain ~~the~~disruptions, ~~beginning~~and ofeconomic ~~2021,~~and ~~the~~geopolitical ~~Company’s~~tensions. ~~business~~These ~~has~~factors ~~experienced~~may ~~price~~affect ~~increases~~production, ~~for~~pricing, ~~base~~and ~~metals~~consumer (edemand.g. In addition, ~~steel~~new trade restrictions, ~~aluminum~~including export controls, and/or ~~copper)~~increases ~~while~~in ~~slightly~~tariffs ~~decreasing~~could inhave ~~2024.~~a Inmaterial ~~addition,~~impact ~~many~~on ~~global~~our ~~economies~~business, ~~are~~financial ~~experiencing~~condition, ~~elevated~~or ~~levels~~results of ~~inflation~~operations, ~~more~~including ~~generally,~~increasing ~~which~~our isinput ~~driving~~costs anand ~~increase~~decreasing demand in ~~other~~the ~~input~~commercial ~~costs.~~vehicle As(CV) aand ~~result~~light vehicle (LV) markets, although the ~~Company~~nature ~~has~~of ~~experienced,~~those trade restrictions and istariffs ~~continuing~~remains tounclear. ~~experience~~These new trade restrictions and tariffs increase the risk for elevated inflation more generally, ~~higher~~which may drive an increase in other input costs.

Outlook

We expect improved earnings and cash generation in ~~2025~~2026, ~~to be challenged~~ as we expect foreign currency, ~~and~~operational aefficiencies, ~~softening~~and ofshare ~~the~~gains ~~original equipment (OE) markets~~ to ~~outpace~~more ~~our~~than ~~ability~~offset toa ~~drive~~softening ~~operational~~original ~~efficiencies~~equipment ~~and~~(OE) ~~grow our Aftermarket sales~~market. Continued economic and ~~political~~geopolitical uncertainty ~~has~~is ~~caused~~expected ~~the~~to ~~commercial~~continue ~~vehicle~~to ~~(CV)~~impact ~~and light vehicle (~~LV) ~~markets~~and toCV ~~soften~~volumes. LVIn ~~volumes in~~ our key markets for ~~2025~~2026, ~~are~~LV ~~expected~~and ~~to decline by mid-single digit percentages.~~ CV volumes ~~in our key markets~~ are expected to ~~rebound~~decline ~~from~~by ~~2024~~mid-single ~~levels~~and ~~in the~~ low-single digit percentages, ~~however weighted to the latter part of the year~~respectively. Assuming constant foreign exchange rates and excluding sales from acquisitions, we expect ~~flat to~~ a modest increase in sales ~~as strong growth in our Aftermarket segment is expected to offset the softened OE markets~~. Additionally, we ~~may~~expect to continue to be impacted by other macroeconomic challenges in ~~2025~~2026, including but not limited to elevated inflation, supply chain constraints, market volatility, higher tariffs ~~relevant to our operations~~ (particularly in Mexico and China), government shutdowns, and changes in international trade relations.

~~The~~Despite the near-term uncertainties, the Company maintains a positive long-term outlook for its global business and is committed to new product development and strategic investments to ~~enhance~~support its product leadership ~~strategy~~and growth strategies. There are several trends that are driving the Company’s long-term growth that management expects to continue, including market share expansion in the CV market, growth in overall vehicle parc that supports aftermarket demand, increased consumer interest in hybrid and plug-in hybrid electric vehicles, ~~and~~ adoption of additional product offerings enabling zero- and lower-carbon fuel solutions for combustion vehicles, and expansion in the aerospace and defense industry. In addition, we believe we are well positioned to continue to expand our differentiated offerings and capabilities across electronics, software and complete systems.

~~Relationship~~Use ~~with~~of ~~BorgWarner~~Non-GAAP Financial Measures

~~Historically,~~This weForm ~~have~~10-K ~~relied~~contains oninformation ~~BorgWarner~~about toPHINIA’s ~~provide~~financial ~~various~~results ~~corporate~~that ~~functions.~~is ~~Following the Spin-Off, BorgWarner has~~ not ~~provided~~presented usin accordance with ~~assistance~~accounting ~~other~~principles ~~than~~generally ~~the~~accepted ~~limited transition and other services described under the heading “Certain Relationships and Related Party Transactions”~~ in the ~~Company’s~~United ~~proxy~~States ~~statement for its 2024 Annual Meeting of Stockholders filed on March 27, 2024~~(GAAP). ~~The~~Such ~~Company~~non-GAAP ~~entered~~financial ~~into~~measures ~~several~~are ~~agreements~~reconciled ~~with~~to ~~BorgWarner~~their ~~that~~most ~~govern~~directly ~~the~~comparable ~~relationship~~GAAP ~~between~~financial ~~the~~measures ~~parties following the Spin-Off that are described~~ in ~~our~~this Form 810-K. ~~filed~~The onreconciliations ~~July~~include 7,all ~~2023.~~information ~~BorgWarner~~reasonably ~~was~~available ~~only obligated~~ to ~~provide~~ the ~~transition~~Company ~~services~~at ~~for limited periods following~~ the ~~completion~~date of ~~the~~this ~~Spin~~Form 10-~~Off.~~K Asand ~~of June 30, 2024,~~ the ~~Company~~adjustments ~~had~~that ~~successfully~~management ~~exited~~can ~~all~~reasonably ~~transition services agreements~~predict. We have installed and implemented information technology infrastructure to support certain of our business functions, including accounting and financial reporting, human resources, legal and compliance, communications, engineering, manufacturing and distribution, and sourcing.

RESULTS OF OPERATIONS

A detailed comparison of the Company’s ~~2023~~2024 operating results to its ~~2022~~2023 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s Annual Report on Form 10-K filed on February 2813, ~~2024~~2025.

29The following table presents a summary of the Company’s 2025 and 2024 operating results:

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The following table presents a summary of the Company’s 2024 and 2023 operating results:

	Year Ended December 31,
(in millions, except per share data)	2024			2023
Net sales			% of net sales			% of net sales
Fuel Systems	2,264		66.5	2,407		68.8
Aftermarket	1,393		40.9	1,329		38.0
Inter-segment eliminations	(254)		(7.4)	(236)		(6.8)
Total net sales	3,403		100.0	3,500		100.0
Cost of sales	2,647		77.8	2,776		79.3
Gross profit	756		22.2	724		20.7
Selling, general and administrative expenses	442		13.0	413		11.8
Other operating expense, net	55		1.6	70		2.0
Operating income	259		7.6	241		6.9
Equity in affiliates’ earnings, net of tax	(11)		(0.3)	(10)		(0.3)
Interest expense	99		2.9	56		1.6
Interest income	(16)		(0.5)	(13)		(0.4)
Other postretirement expense	—		—	2		0.1
Earnings before income taxes	187		5.5	206		5.9
Provision for income taxes	108		3.2	104		3.0
Net earnings	79		2.3	102		2.9
Earnings per share — diluted	$	1.76		$	2.17

Net sales

Net sales for the year ended December 31, 2024 totaled $3,403 million, a decrease of $97 million, or 3%, from the year ended December 31, 2023. The change in net sales for the year ended December 31, 2024 was primarily driven by the following:

•Unfavorable volume and net new business decreased sales by approximately $104 million or 3%. This decrease was primarily driven by lower commercial vehicle sales in Europe and lower sales in China within the Fuel Systems segment, partially offset by favorable volume in Europe within the Aftermarket segment.

•Due to the contract manufacturing agreements with the Former Parent coming to an end, sales decreased $27 million. No additional sales from these agreements are expected.

•Fluctuations in foreign currencies resulted in a year-over-year decrease in sales of approximately $1 million primarily due to the weakening of the Chinese Renminbi and Brazilian Real, offset by the strengthening of the British Pound, each relative to the U.S. Dollar.

•Customer pricing increased net sales by approximately $35 million. This is primarily related to an increase in recoveries of inflationary costs from the Company’s customers due to non-contractual commercial negotiations with those customers and normal contractual customer commodity pass-through arrangements.

Cost of sales and gross profit

Cost of sales and cost of sales as a percentage of net sales were $2,647 million and 77.8%, respectively, during the year ended December 31, 2024, compared to $2,776 million and 79.3%, respectively, during the year ended December 31, 2023. The change in cost of sales for the year ended December 31, 2024 was primarily driven by the following:

•Lower volume, mix and net new business decreased cost of sales by approximately $78 million. This decrease was primarily driven by lower commercial vehicle sales in Europe and lower sales in China in the Fuel Systems segment, partially offset by favorable volume in Europe within the Aftermarket segment.

•Cost of sales was impacted by lower supplier costs of approximately $56 million arising primarily from supplier savings and recoveries.

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•Cost of sales decreased $27 million related to certain contract manufacturing agreements with Former Parent that were entered into in connection with the Spin-Off.


	Year Ended December 31,
(in millions, except per share data)	2025				2024
Net sales			% of net sales				% of net sales
Fuel Systems	$	2,320	66.6	%	$	2,275	66.9	%
Aftermarket	1,306		37.5	%	1,282		37.7	%
Inter-segment eliminations	(143)		(4.1)	%	(154)		(4.6)	%
Total net sales	3,483		100.0	%	3,403		100.0	%
Cost of sales	2,721		78.1	%	2,647		77.8	%
Gross profit	762		21.9	%	756		22.2	%
Selling, general and administrative expenses	445		12.8	%	442		13.0	%
Restructuring expense	17		0.5	%	14		0.4	%
Other operating expense, net	46		1.3	%	41		1.2	%
Operating income	254		7.3	%	259		7.6	%
Equity in affiliates’ earnings, net of tax	(15)		(0.4)	%	(11)		(0.3)	%
Interest expense	81		2.3	%	99		2.9	%
Interest income	(14)		(0.4)	%	(16)		(0.5)	%
Other postretirement expense	4		0.1	%	—		—	%
Earnings before income taxes	198		5.7	%	187		5.5	%
Provision for income taxes	68		2.0	%	108		3.2	%
Net earnings	130		3.7	%	79		2.3	%


Earnings per share — diluted	$	3.24			$	1.76

~~•Employee~~Net ~~costs~~sales ~~increased~~and ~~cost~~Cost of sales ~~by $27 million, primarily related to inflation and incentive compensation.~~

~~•Fluctuations~~Net insales ~~foreign~~for ~~currencies~~the ~~resulted~~year inended aDecember 31, 2025 totaled $3,483 million, an increase of $80 million, or 2.4%, from the year~~-over-year~~ ~~decrease~~ended inDecember 31, 2024. Cost of sales and cost of sales as a percentage of ~~approximately~~net sales were $2,721 million ~~primarily~~and ~~due~~78.1%, torespectively, during the ~~weakening~~year ofDecember 31, ~~the~~2025, ~~Chinese~~compared ~~Renminbi~~to $2,647 million and ~~Brazilian~~77.8%, ~~Real~~respectively, ~~offset~~during by the ~~strengthening~~year ended December 31, 2024. The change in net sales, cost of sales, and gross profit for the ~~British~~year ~~Pound~~ended December 31, ~~each~~2025 ~~relative~~was toprimarily driven by the ~~U.S.~~impacts ~~Dollar~~below.

•Other manufacturing costs increased cost of sales by $7 million compared to the year ended December 31, 2023.


(in millions)	Net Sales		Cost of Sales		Gross Profit
Year Ended December 31, 2024	$	3,403	$	2,647	$	756
Volume and mix	(2)		21		(23)
Customer pricing	2		—		2
Supplier costs	—		(7)		7
Tariff cost and recovery	38		40		(2)
Employee costs	—		17		(17)
Contract manufacturing agreements	(23)		(23)		—
SEM acquisition	20		17		3

Foreign currency and other	45		9		36
Year Ended December 31, 2025	$	3,483	$	2,721	$	762

~~Gross profit and gross margin were $756 million and 22.2%~~Selling, ~~respectively,~~general ~~during the year ended December 31, 2024 compared to $724 million~~ and ~~20.7%,~~administrative ~~respectively,~~expense ~~during the year ended December 31, 2023. The increase in gross margin was primarily due to the factors discussed above.~~(SG&A)

~~Selling~~SG&A for the year ended December 31, ~~general~~2025 was $445 million as compared to $442 million for the year ended December 31, 2024. SG&A as a percentage of net sales was 13% for the years ended December 31, 2025 and ~~administrative~~2024. ~~expenses~~

Selling, general and administrative (SG&A) expenses for the year ended December 31, 2024 were $442 million as compared to $413 million for the year ended December 31, 2023. SG&A expenses as a percentage of net sales were 13.0% and 11.8% for the years ended December 31, 2024 and 2023, respectively. The change in SG&A expenses was primarily attributable to:

•Employee-related costs were $163 million for the year ended December 31, 2024, an increase of $25 million, primarily due to inflation, incentive compensation, and increases in headcount associated with the transition to a standalone company.

•Research and development (R&D) costs were $112 million for the year ended December 31, 2024, an increase of $4 million. R&D costs, net of customer reimbursements, were 3.3% of net sales in the year ended December 31, 2024, compared to 3.1% of net sales in the year ended December 31, 2023. The Company will continue to invest in R&D programs, which are necessary to support short- and long-term growth. The Company’s current long-term expectation for R&D spending is 3% of net sales.

•Intangible amortization expense was $28 million for each of the years ended December 31, 2024 and 2023.

Other operating expense, net was $55 million and $70 million for the years ended December 31, 2024 and 2023, respectively. Other operating expense, net was comprised of the following:

•For the years ended December 31, 2024 and 2023, separation and transaction costs were $31 million and $80 million, respectively, primarily related to professional fees and other costs associated with the Spin-Off.

•During the year ended December 31, 2024, the Company recorded a non-cash impairment expense of $21 million related to the write down of property, plant and equipment associated with a Fuel Systems manufacturing plant in Europe.

•Restructuring expense was $14 million and $12 million for the years ended December 31, 2024 and 2023, respectively, related to individually approved restructuring actions that primarily related to reductions in headcount. The Company continues to evaluate different options across its operations to reduce existing structural costs. As we continue to assess our performance and the needs of our business, additional restructuring could be required and may result in significant costs. Refer to Note 4 “Other operating expense (income), net” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

•For the years ended December 31, 2024 and 2023, the Company recognized a gain of $7 million and a loss of $3 million, respectively, related to other one-time events, primarily due to insurance recoveries and associated losses related to a supplier fire.

•For the year ended December 31, 2023, the Company recognized royalty income related to licensing of the Delphi Technologies trade name and product-related intellectual properties to other Former Parent businesses in the amount of $17 million. These royalty arrangements did not continue subsequent to the completion of the Spin-Off.

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•For the year ended December 31, 2023, the Company recognized income related to application testing and other R&D services for other Former Parent businesses of $2 million. These services did not continue subsequent to the completion of the Spin-Off.


	Year Ended December 31,
(in millions)	2025		2024		Change ($)
Employee costs	$	159	$	142	$	17
Research & development	105		112		(7)
Information technology	25		28		(3)
Amortization of acquisition-related intangibles	30		28		2
Other	126		132		(6)
Selling, general and administrative expenses	$	445	$	442	$	3

~~Equity~~Restructuring in affiliates’ earnings, net of tax was $11 million and $10 million in the years ended December 31, 2024 and 2023, respectively. This line item is driven by the results of the Company’s unconsolidated joint venture.expense

~~Interest~~Restructuring expense was $9917 million and $5614 million infor the ~~years~~year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~The increase was primarily related to the issuance of debt in connection with the Spin-Off as well as the loss on extinguishment of debt of $22 million in 2024.~~ See Note 124, “~~Notes Payable and Debt~~Restructuring”, for further discussion ~~of the loss on extinguishment of debt~~.

~~Interest~~Other ~~income~~operating ~~was $16 million and $13 million in the years ended December 31~~expense, ~~2024 and 2023, respectively. The increase was primarily due to increased cash and cash equivalents balances, as well as higher interest rates on cash and cash equivalents balances.~~net

Other ~~postretirement~~operating expense, net was de$46 ~~minimus~~million and $241 million infor the ~~years~~year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~decrease~~change in ~~other~~Other ~~postretirement~~operating expense, ~~for~~net was primarily driven by an increase in separation-related costs, primarily from a $39 million loss in connection with the ~~year~~settlement ~~ended~~of ~~December~~separation-related 31claims with the Former Parent, ~~2024~~partially ~~was~~offset ~~primarily~~by ~~due~~the non-recurrence of non-cash impairment expense related to ~~higher~~the ~~interest~~write down of property, plant and ~~inflationary~~equipment ~~costs~~associated with a Fuel Systems manufacturing plant in ~~2023~~Europe. Other operating expense, net was comprised of the following:

Provision for income taxes was $108 million for the year ended December 31, 2024 resulting in an effective tax rate of 58%. This compared to $104 million or 50% for the year ended December 31, 2023.


	Year Ended December 31,
(in millions)	2025		2024		Change ($)
Separation-related costs	$	43	$	31	$	12
Merger and acquisition costs	9		—		9
Gains for other one-time events	(2)		(7)		5
Asset impairment	—		21		(21)
Other operating income, net	(4)		(4)		—
Other operating expense, net	$	46	$	41	$	5

Equity in affiliates’ earnings, net of tax

Equity in affiliates’ earnings, net of tax was $15 million and $11 million in the years ended December 31, 2025 and 2024, respectively. This line item is driven by the results of the Company’s unconsolidated joint venture.

Interest income

Interest income was $14 million and $16 million in the years ended December 31, 2025 and 2024, respectively. The decrease was primarily due to decreased cash and cash equivalents balances, as well as lower interest rates on cash and cash equivalents balances.

Interest expense

Interest expense was $81 million and $99 million in the years ended December 31, 2025 and 2024, respectively. The decrease was primarily related to the loss on extinguishment as a result of the restructuring of the Company’s debt positions in 2024. See Note 14, “Notes Payable and Debt”, for further discussion.

Other postretirement expense

Other postretirement expense was $4 million and de minimus in the years ended December 31, 2025 and 2024, respectively. The increase in other postretirement expense for the year ended December 31, 2025 was primarily due to higher interest and inflationary costs in 2025.

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Provision for income taxes

Provision for income taxes was $68 million for the year ended December 31, 2025 resulting in an effective tax rate of 34%. This compared to $108 million or 58% for the year ended December 31, 2024.

In 2025, the Company recognized discrete tax benefits of $11 million related to unremitted earnings as a result of a favorable change in withholding tax rates and favorable provision to return adjustments of $21 million in various jurisdictions partially offset by an increase in pre-Spin-off and post-Spin-off uncertain tax positions of $21 million and $5 million, respectively.

In 2024, the Company recognized discrete tax expense of $21 million related to the establishment of a valuation allowance on its Polish operations as a result of the changes in judgment related to the recovery of its deferred tax assets. This expense was fully offset by a discrete tax benefit related to unremitted earnings as a result of change in structure and favorable provision to return adjustments in various jurisdictions.

InFor ~~2023~~further details, ~~the~~see ~~Company~~Note ~~recognized discrete tax benefits of $~~7 ~~million~~, ~~primarily~~“Income ~~due~~Taxes,” to ~~certain~~the ~~unrecognized~~Consolidated ~~tax~~Financial ~~benefits~~Statements ~~and~~in ~~accrued~~Item ~~interest~~8 ~~related to a matter for which the statute~~ of ~~limitations~~this ~~had lapsed~~Form10-K.

~~For~~Net ~~further~~earnings ~~details,~~per ~~see~~diluted ~~Note~~share 5,and ~~“Income~~adjusted ~~Taxes,”~~net toearnings ~~the~~per ~~Consolidated~~diluted ~~Financial Statements in Item 8 of this Form10-K.~~share

The Company’s net earnings per diluted share was $3.24 and $1.76 for the years ended December 31, 2025 and 2024, respectively. The Company’s adjusted net earnings per diluted share was $4.96 and $3.86 for the years ended December 31, 2025 and 2024, respectively. The Company defines adjusted net earnings per diluted share, a non-GAAP measure, as net earnings per diluted share adjusted to exclude: (i) the impact of restructuring expense, separation-related costs, merger and acquisition costs, impairment charges and other gains, losses and tax effects and adjustments not reflective of the Company’s ongoing operations; and (ii) acquisition-related intangibles amortization expense because it pertains to non-cash expenses that the Company does not use to evaluate core operating performance. Management believes that adjusted net earnings per diluted share is useful to investors in assessing the Company’s ongoing financial performance, as it provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance.

Adjusted earnings per diluted share


	Year Ended December 31,
	2025		2024
Net earnings per diluted share	$	3.24	$	1.76
Separation-related costs	1.07		0.69
Amortization of acquisition-related intangibles	0.75		0.63
Restructuring expense	0.42		0.31
Merger and acquisition costs	0.22		—
Asset impairments	—		0.47
Loss on debt extinguishment	—		0.49




Gains for other one-time events	(0.05)		(0.16)
Tax effects and adjustments	(0.69)		(0.33)
Adjusted net earnings per diluted share	$	4.96	$	3.86

	Year Ended December 31,
	2024		2023
Net earnings per diluted share	$	1.76	$	2.17
Separation and transaction costs	0.69		1.70
Intangibles amortization expense	0.63		0.60
Loss on debt extinguishment	0.49		—
Asset impairments	0.47		—
Restructuring expense	0.31		0.26
Royalty income from Former Parent	—		(0.36)
(Gains) losses for other one-time events	(0.16)		0.06
Tax effects and adjustments	(0.33)		(0.24)
Adjusted net earnings per diluted share	$	3.86	$	4.19

Results by Reportable Segment

The Company’s business is comprised of two reportable segments: Fuel Systems and Aftermarket.

~~Segment~~In ~~Adjusted~~the ~~Operating~~fourth ~~Income~~quarter ~~(AOI)~~of is2025, the ~~measure~~Company made a strategic decision to shift a significant portion of the OES business, previously reported in its Aftermarket segment, ~~income~~to orthe ~~loss~~Fuel ~~used~~Systems segment, as distribution will now be handled by the ~~Company.~~Fuel ~~Segment~~Systems ~~AOI~~locations that manufacture the products. This is ~~comprised~~expected ofto streamline the sales structure to external customers while also reducing administrative efforts. The reporting segment ~~operating~~disclosures ~~income~~have ~~adjusted~~been ~~for~~updated ~~restructuring,~~accordingly ~~separation~~which ~~and~~included ~~transaction~~recasting prior period information for the new reporting structure.

32Segment Adjusted Operating Income (AOI) is the measure of segment income or loss used by the Company. Segment AOI is comprised of segment operating income adjusted for restructuring, separation-related costs, merger and acquisition costs, intangible asset amortization expense, impairment charges and other items not reflective of

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~~costs, intangible asset amortization expense, impairment charges and other items not reflective of~~ ongoing operating income or loss. The Company believes Segment AOI is most reflective of the operational profitability or loss of its reportable segments.

Segment AOI excludes certain corporate costs, which primarily represent corporate expenses not directly attributable to the individual segments. Corporate expenses not allocated to Segment AOI were $92104 million and $4792 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The increase in corporate expenses inwas ~~2024 is~~ primarily related to additional costs resulting from ~~operating~~moving asto a fully staffed standalone company and exiting the transition service agreements with the Former Parent and the addition of a second tranche of performance stock units under the Company's stock incentive plan.

The following table presents net sales and Segment AOI for the Company’s reportable segments:

Year Ended December 31, 2024

Year Ended December 31, 2023

Year Ended December 31, 2025

Year Ended December 31, 2024

(in millions)

Net sales to customers

Segment AOI

% margin

Net sales to customers

Segment AOI

% margin

Fuel Systems

2,~~020~~177

~~218~~244

1011.82

2,~~177~~131

~~215~~228

910.97

Aftermarket

1,~~383~~306

~~220~~211

1516.92

1,~~323~~272

~~196~~210

1416.85

Totals

3,~~403~~483

~~438~~455

3,~~500~~403

~~411~~438

The ~~Fuel~~following ~~Systems~~table ~~segment’s~~presents ~~net sales for~~ the year ~~ended December 31, 2024 decreased $157 million, or 7%, and Segment AOI increased $3 million, or 1.4%, from the year ended December 31, 2023. Foreign currencies resulted in a year~~-over-year ~~decrease~~change in sales of approximately $5 million primarily due to the weakening of the Chinese Renminbi and Brazilian Real, partially offset by the strengthening of the British Pound, each relative to the U.S. Dollar. The decrease excluding the impact of foreign currencies was primarily due to approximately $130 million of unfavorable volume and net ~~new business driven by lower commercial vehicle~~ sales ~~in Europe~~ and ~~lower~~Segment ~~sales~~AOI infor ~~China, $27 million related to~~ the ~~end of certain contract manufacturing agreements with BorgWarner, partially offset by approximately $5 million from non-contractual commercial negotiations with the~~ Company’s ~~customers~~reportable ~~and~~segments ~~normal~~for ~~contractual customer commodity pass-through arrangements. Segment Adjusted Operating margin was 10.8% in~~ the year ended ~~December 31, 2024, compared to 9.9% in the year ended December 31, 2023. The Segment Adjusted Operating margin increase was primarily due to a lump sum supplier settlement.~~:

The Aftermarket segment’s net sales for the year ended December 31, 2024 increased $60 million, or 5%, and Segment AOI increased $24 million, or 12.2%, from the year ended December 31, 2023. Foreign currencies resulted in a year-over-year increase in sales of approximately $4 million primarily due to the strengthening of the British Pound partially offset by the weakening of the Brazilian Real, each relative to the U.S. Dollar. The increase excluding the impact of foreign currencies was primarily due to approximately $30 million of pricing and $26 million of favorable volume and net new business driven by increased demand for the Company’s products, primarily in Europe. Segment Adjusted Operating margin was 15.9% in the year ended December 31, 2024, compared to 14.8% in the year ended December 31, 2023. The Segment Adjusted Operating margin increased primarily due to customer pricing.


	Fuel Systems				Aftermarket
(in millions)	Net sales		Segment AOI		Net sales		Segment AOI
December 31, 2024	$	2,131	$	228	$	1,272	$	210
Volume and mix	6		(18)		(8)		(5)
Customer pricing	(3)		(3)		5		5
Supplier costs	—		5		—		2
Tariff cost and recovery	13		(2)		25		—
Contract manufacturing agreements	(23)		—		—		—
SEM acquisition	20		1		—		—
Research and development	—		10		—		—

Foreign currency and other	33		23		12		(1)
December 31, 2025	$	2,177	$	244	$	1,306	$	211

The Fuel Systems segment’s Segment Adjusted Operating margin was 11.2% for the year ended December 31, 2025, compared to 10.7% for the year ended December 31, 2024. The Segment Adjusted Operating margin increase was primarily due to R&D savings and overhead cost control measures, partially offset by unfavorable mix.

The Aftermarket segment’s Segment Adjusted Operating margin was 16.2% for the year ended December 31, 2025, compared to 16.5% for the year ended December 31, 2024. The Segment Adjusted Operating margin decreased primarily due to the dilutive impact of tariff recoveries.

LIQUIDITY AND CAPITAL RESOURCES

Borrowing Facilities and Long-Term Debt

Credit Agreement

On July 3, 2023, the Company entered into a $1.225 billion Credit Agreement (as amended, the Credit Agreement) consisting of a $500 million revolving credit facility (the Revolving Facility), a $300 million Term Loan A Facility (the Term Loan A Facility) and a $425 million Term Loan B Facility (the Term Loan B Facility; together with the Revolving Facility and the Term Loan A Facility, collectively, the Facilities) in connection with the Spin-Off that occurred on the same date, maturing on July 3, 2028. As of December 31, ~~2024~~2025, the Company had no outstanding borrowings under the Revolving Facility, and availability of $~~499~~500 million. The Term Loan B Facility was fully repaid in connection with the issuance of the 6.75% Senior Secured Notes due 2029 on April 4, 2024, as discussed below. The Term Loan A ~~Facility was fully repaid in connection with the issuance of the 6.625% Senior Notes due 2032 on September 17, 2024, as discussed below.~~

~~Issuance of Senior Notes~~34

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~~Company~~Facility ~~named~~was asfully ~~guarantors,~~repaid ~~and U.S. Bank Trust Company, National Association, as trustee and as collateral agent. The 2029 Notes were sold to investors at 100% plus accrued interest, if any, from April 4, 2024~~ in aconnection ~~private~~with ~~transaction exempt from~~ the ~~registration~~issuance ~~requirements~~ of the ~~Securities Act~~6.625% ~~The~~Senior ~~net proceeds of the offering of the 2029~~ Notes ~~were~~due ~~used~~2032 toon ~~repay~~September ~~all of the Company’s outstanding borrowings and accrued interest under the Term Loan B Facility and the Revolving Facility~~17, ~~and to pay fees and expenses in connection with the offering. During the second quarter of~~ 2024, ~~the~~as ~~Company~~discussed recorded a non-cash pre-tax loss on extinguishment of $20 million related to the difference between the repayment amount and net carrying amount of the Term Loan B Facility, which is included in the Interest expense line item on the Condensed Consolidated Statements of Operationsbelow.

Senior Notes

On April 4, 2024, the Company issued $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 (the 2029 Notes) pursuant to an indenture among the Company, as issuer, certain subsidiaries of the Company named as guarantors, and U.S. Bank Trust Company, National Association, as trustee and as collateral agent. The 2029 Notes were sold to investors at 100% plus accrued interest, if any, from April 4, 2024 in a private transaction exempt from the registration requirements of the Securities Act. The net proceeds of the offering of the 2029 Notes were used to repay all of the Company’s outstanding borrowings and accrued interest under the Term Loan B Facility and the Revolving Facility, and to pay fees and expenses in connection with the offering. During the second quarter of 2024, the Company recorded a non-cash pre-tax loss on extinguishment of $20 million related to the difference between the repayment amount and net carrying amount of the Term Loan B Facility, which is included in the Interest expense line item on the Condensed Consolidated Statements of Operations.

On September 17, 2024, the Company issued $450 million aggregate principal amount of 6.625% Senior Notes due 2032 (the 2032 Notes) pursuant to an indenture among the Company, as issuer, certain subsidiaries of the Company named as guarantors, and U.S. Bank Trust Company, National Association, as trustee. The 2032 Notes were sold to investors at 100% plus accrued interest, if any, from September 17, 2024 in a private transaction exempt from the registration requirements of the Securities Act. The net proceeds of the offering of the 2032 Notes were used to repay all of the Company’s outstanding borrowings under the Term Loan A Facility, to pay fees and expenses in connection with the offering, and for general corporate purposes. During the third quarter of 2024, the Company recorded a non-cash pre-tax loss on extinguishment of $2 million related to the difference between the repayment amount and net carrying amount of the Term Loan A Facility, which is included in the Interest expense line item on the Condensed Consolidated Statements of Operations.

Refer to Note 1214. “Notes Payable and Debt” for further information on the Credit Agreement, the 2029 Notes and the 2032 Notes.

Other Sources of Liquidity and Capital

We utilize certain arrangements with various financial institutions to sell eligible trade receivables from certain customers in North America and Europe. We may terminate any or all of these arrangements at any time subject to prior written notice. While we do not depend on these arrangements for our liquidity, if we elected to terminate these arrangements, there would be a one-time unfavorable timing impact on the collection of the outstanding receivables. During the year ended December 31, ~~2024~~2025, the Company sold $~~122~~162 million of receivables under these arrangements.

As of December 31, ~~2024~~2025 the Company had cash and cash equivalent balance of $~~484~~359 million, of which $~~409~~330 million was held by our subsidiaries outside of the United States. We believe our existing cash and cash flows generated from operations and the ~~revolving~~Revolving ~~credit~~Facility ~~facility~~ will be responsive to the needs of our current and planned operations for at least the next 12 months and the foreseeable future thereafter.

On February 113, ~~2024~~2025, May 921, ~~2024~~2025, ~~August~~July 131, ~~2024~~2025 and ~~November~~October 1430, ~~2024~~2025, the Company’s Board of Directors declared quarterly cash dividends of $0.2527 per share of common stock. These dividends were paid on March 1514, ~~2024~~2025, June 1416, ~~2024~~2025, September 1312, ~~2024~~2025 and December 1312, ~~2024~~2025, respectively. On ~~February~~January 1329, ~~2025~~2026, the Company announced that its Board of Directors declared ana ~~increased~~ quarterly cash dividend of $0.2730 per share of common stock, payable on March 1420, ~~2025~~2026.

The Company has a credit rating of BB+ from Standard & Poor's and Ba1 from Moody's. The current outlook from both Standard & Poor’s and Moody’s is stable. None of the Company’s debt agreements require accelerated repayment in the event of a downgrade in credit ratings.

Cash Flows

Operating Activities

Net cash provided by operating activities was $~~308~~312 million ~~and $250 million in the years ended December 31, 2024 and 2023, respectively. The increase~~ for the year ended December 31, ~~2024~~2025, ~~compared~~comparable with $308 million in the year ended December 31, ~~2023, was primarily due to improved working capital and higher net earnings adjusted for non-cash items~~2024.

~~Investing Activities~~35

Net cash used in investing activities was $101 million and $150 million in the years ended December 31, 2024 and 2023, respectively. As a percentage of sales, capital expenditures were 3.1% and 4.3% for the years ended December 31, 2024 and 2023, respectively.

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Investing Activities

Net cash used in investing activities was $132 million and $101 million in the years ended December 31, 2025 and 2024, respectively, primarily related to capital expenditures and the SEM acquisition. As a percentage of sales, capital expenditures were 3.6% and 3.1% for the years ended December 31, 2025 and 2024, respectively.

Financing Activities

Net cash used in financing activities was $96310 million ~~during~~and ~~the year ended December 31, 2024 compared to net cash provided by financing activities of~~ $2096 million induring the ~~year~~years ended December 31, ~~2023.~~2025 ~~Net~~and ~~cash~~2024, ~~used~~respectively. inThe ~~financing~~increase ~~activities~~is ~~during the year ended December 31, 2024 was~~ primarily related to the ~~repayment~~timing of ~~Term~~issuance ~~Loan A~~ and ~~Term~~repayment ~~Loan B Facilities, stock repurchases, dividend payments to PHINIA stockholders, largely offset by the issuances~~ of ~~the 2029 Notes and 2032 Notes~~debt.

Contractual Obligations

The Company’s significant cash requirements for contractual obligations as of December 31, ~~2024~~2025, primarily consisted of the principal and interest payments on its notes payable and long-term debt, non-cancelable lease obligations, and capital spending obligations. The principal amount of ~~revolving~~Revolving ~~credit facility~~Facility, notes payable and long-term debt was $~~1,001~~981 million as of December 31, ~~2024~~2025. The projected interest payments over the terms of that debt were $~~399~~333 million as of December 31, ~~2024~~2025. Refer to Note 1214, “Notes Payable and Debt,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information.

As of December 31, ~~2024~~2025, non-cancelable lease obligations were $6258 million. Refer to Note 1921, “Leases and Commitments,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information. Capital spending obligations were $5137 million as of December 31, ~~2024~~2025.

Management believes that the combination of cash from operations, cash balances, and available credit facilities will be sufficient to satisfy the Company’s cash needs for its current level of operations and its planned operations for the foreseeable future. Management will continue to balance the Company’s needs for organic growth, inorganic growth, debt reduction, cash conservation and return of cash to shareholders.

Pension and Other Postretirement Employee Benefits

The Company’s policy is to fund its defined benefit pension plans in accordance with applicable government regulations and to make additional contributions when appropriate. At December 31, ~~2024~~2025, all legal funding requirements had been met. The Company contributed $8 million and $5 million to its defined benefit pension plans in ~~each of~~ the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

The Company expects to contribute a total of $512 million to $914 million into its defined benefit pension plans during ~~2025~~2026. ~~Of the $5 million to $9 million in projected 2025 contributions, $2 million are contractually obligated, while any remaining payments would be discretionary.~~

The funded status of all pension plans was a net unfunded position of $~~113~~142 million and $~~133~~113 million at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~decrease~~increase in the net unfunded position was a result of higher ~~discount~~interest ~~rates~~costs, partially offset by ~~lower~~higher asset returns.

The Company believes it will be able to fund the requirements of these plans through cash generated from operations or other available sources of financing for the foreseeable future.

Refer to Note 1517, “Retirement Benefit Plans,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information regarding costs and assumptions for employee retirement benefits.

OTHER MATTERS

Contingencies

In the normal course of business, the Company is party to various commercial and legal claims, actions and complaints, including matters involving warranty claims, intellectual property claims, governmental investigations and related proceedings, including relating to alleged or actual violations of vehicle emissions standards, general liability and various other risks.

It is not possible to predict with certainty whether or not the Company will ultimately be successful in any of these commercial and legal matters or, if not, what the impact might be. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in commercial and legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and ~~reasonably estimable. If a loss contingency is not both probable and reasonably estimable, the Company does not~~

3536

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~~establish~~reasonably anestimable. ~~accrued~~If ~~liability.~~a ~~Except~~loss ascontingency ~~set~~is ~~forth~~not ~~below~~both probable and reasonably estimable, the Company does not establish an accrued liability. The Company’s management does not expect that an adverse outcome in any of these commercial and legal claims, actions and complaints that are currently pending will have a material adverse effect on the Company’s results of operations, financial position or cash flows. An adverse outcome could, nonetheless, be material to the results of operations, financial position or cash flows.

BorgWarner Dispute

InOn ~~September~~October ~~2024~~15, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with the Former Parent ~~filed~~to aresolve ~~claim~~previously disclosed claims asserted by the Former Parent against the Company, inand ~~Delaware~~counterclaims ~~Superior~~asserted ~~Court~~by ~~seeking,~~the ~~inter~~Company ~~alia~~against the Former Parent, ain ~~judicial~~Delaware ~~declaration~~Superior ~~that~~Court ~~the~~related ~~Company~~to ispayments ~~obligated~~and other obligations under the Tax Matters Agreement. toThe ~~remit~~Settlement toAgreement ~~the~~provides ~~Former~~for, ~~Parent~~among ~~monies~~other ~~refunded~~things, orthe Company to bemake ~~refunded,~~payments to the ~~Company~~Former ~~from~~Parent ~~tax~~pursuant ~~authorities that relate~~ to ~~certain~~the ~~indirect~~following ~~tax~~schedule: ~~payments~~an ~~made~~initial ~~prior~~payment toof ~~the~~$31 million, ~~Spin-Off.~~which Inwas ~~November~~made ~~2024,~~in the ~~Company~~fourth ~~filed~~quarter of 2025, ina ~~Delaware~~second ~~Superior~~payment ~~Court~~of $21 million, awhich ~~response~~was tomade in the ~~Former~~first ~~Parent’s~~quarter ~~claim~~of 2026, and ~~asserted~~ a ~~number~~third and final payment of ~~counterclaims~~$26 million ~~and,~~to inbe ~~December~~made ~~2024,~~over the ~~Former~~course ~~Parent~~of ~~filed~~2026 aas ~~motion~~the Company receives refunds related to ~~dismiss~~certain ~~the~~indirect ~~Company’s~~tax ~~counterclaims.~~payments ~~The~~prior ~~Former~~to ~~Parent’s~~the ~~motion~~Spin-Off isfrom ~~pending~~various tax authorities. The Company ~~believes~~expects itthat ~~has~~a ~~meritorious~~substantial ~~arguments~~portion inof ~~response~~these topayments will be funded through the ~~Former~~refunds ~~Parent’s~~obtained ~~claim~~by ~~and~~the ~~with~~Company ~~respect~~from totax ~~its~~authorities ~~own~~that ~~claims,~~relate ~~however,~~to the ~~Company~~indirect istax ~~unable~~payments made prior to ~~determine~~the Spin-Off, with the ~~ultimate~~remaining ~~outcome~~portion of ~~this~~the ~~matter~~payments orto ~~determine~~be anfunded ~~estimate~~with ofavailable ~~potential losses~~liquidity. ItThe isCompany ~~reasonably~~recorded ~~possible~~a $39 million loss in the year ended December 31, ~~but~~2025 ~~not~~in ~~probable~~connection with the settlement, ~~that~~representing the ~~resolution~~aggregate amount of ~~this~~the ~~matter~~payments ~~could~~to ~~have~~be amade ~~material~~to ~~adverse~~the ~~effect~~Former onParent less the ~~Company’s~~amount ~~financial~~the ~~position,~~Company ~~results~~had ofpreviously ~~operations~~recorded ~~and/or~~for ~~cash~~the ~~flows~~matter.

In addition, the Settlement Agreement required the Former Parent to pay to the Company approximately $7 million, which was received in the fourth quarter of 2025, related to the reimbursement of certain pre-Spin-Off corporate income taxes. The Settlement Agreement also provides for the release of certain other claims asserted by the Former Parent against the Company.

In connection with the Settlement Agreement, the Company and the Former Parent also entered into an amendment to the Tax Matters Agreement to provide for, among other things, clarification of the Former Parent’s responsibility for certain pre-Spin-Off tax liabilities and the Company’s ability to obtain and use the benefit of certain pre-Spin-Off credits and other offsets. Although the credits remain subject to completion of necessary filings and governmental approvals, the Company believes these credits can result in the Company receiving up to approximately $29 million in cash.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Critical accounting policies are those that are most important to the portrayal of the Company’s financial condition and results of operations. Some of these policies require management's most difficult, subjective or complex judgments in the preparation of the financial statements and accompanying notes. Management makes estimates and assumptions about the effect of matters that are inherently uncertain, relating to the reporting of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. The Company’s most critical accounting policies are discussed below.

Impairment of long-lived assets, including definite-lived intangible assets The Company reviews the carrying value of its long-lived assets, whether held for use or disposal, including other amortizing intangible assets, when events and circumstances warrant such a review under Accounting Standards Codification (ASC) Topic 360. In assessing long-lived assets for an impairment loss, assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. In assessing long-lived assets for impairment, management generally considers individual facilities to be the lowest level for which identifiable cash flows are largely independent. A recoverability review is performed using the undiscounted cash flows if there is a triggering event. If the undiscounted cash flow test for recoverability identifies a possible impairment, management will perform a fair value analysis. Management determines fair value under ASC Topic 820 using the appropriate valuation technique of market, income or cost approach. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value.

Management believes that the estimates of future cash flows and fair value assumptions are reasonable; however, changes in assumptions underlying these estimates could affect the valuations. Significant judgments and estimates used by management when evaluating long-lived assets for impairment include (1) an assessment as to whether an adverse event or circumstance has triggered the need for an impairment review; (2) undiscounted future cash flows generated by the asset; and (3) fair valuation of the asset. Events and conditions that could result in impairment in the value of long-lived assets include changes in the industries in which the Company operates, particularly the impact of a downturn in the global economy, as well as competition and advances in technology, adverse changes in the regulatory environment, or other factors leading to reduction in expected long-term sales or profitability.37

Goodwill and other indefinite-lived intangible assets The Company’s goodwill is tested for impairment annually in the fourth quarter for all reporting units, and more frequently if events or circumstances warrant such a review. The Company first assesses qualitative factors, such as macroeconomic conditions, industry and market conditions, cost factors, relevant events and financial trends, that may impact a reporting unit's fair value. Using this qualitative assessment, the Company determines whether it is more-likely-than-not the reporting unit's fair value exceeds its carrying value. If it is determined that it is not more-likely-than-not the reporting unit's fair value exceeds the carrying value, or upon consideration of other factors, including recent acquisition, restructuring or disposal activity or to refresh the fair values, the Company performs a quantitative goodwill impairment analysis. In addition, the Company

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~~may~~Management ~~test~~believes ~~goodwill~~that the estimates of future cash flows and fair value assumptions are reasonable; however, changes in ~~between~~assumptions ~~annual~~underlying ~~test~~these ~~dates~~estimates ifcould affect the valuations. Significant judgments and estimates used by management when evaluating long-lived assets for impairment include (1) an ~~event~~assessment ~~occurs~~as to whether an adverse event or ~~circumstances~~circumstance ~~change~~has triggered the need for an impairment review; (2) undiscounted future cash flows generated by the asset; and (3) fair valuation of the asset. Events and conditions that could ~~more~~result in impairment in the value of long-~~likely-than-not~~lived ~~reduce~~assets include changes in the ~~fair~~industries ~~value~~in which the Company operates, particularly the impact of a ~~reporting~~downturn ~~unit~~in ~~below~~the ~~its~~global ~~carrying~~economy, ~~value~~as well as competition and advances in technology, adverse changes in the regulatory environment, or other factors leading to reduction in expected long-term sales or profitability.

The Company also has intangible assets related to acquired trade names that are classified as indefinite-lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Costs to renew or extend the term of acquired intangible assets are recognized as expenses are incurred.

Similar to goodwill, the Company can elect to perform the impairment test for indefinite-lived intangibles other than goodwill (trade names) using a qualitative analysis, considering similar factors as outlined in the goodwill discussion in order to determine if it is more-likely-than-not that the fair value of the intangibles are less than the respective carrying values. If the Company elects to perform or is required to perform a quantitative analysis, the test consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date. The Company estimates the fair value of indefinite-lived intangibles using the relief-from-royalty method, which it believes is an appropriate and widely used valuation technique for such assets. The fair value derived from the relief-from-royalty method is measured as the discounted cash flow savings realized from owning such trade names and not being required to pay a royalty for their use.

Refer to Note 1012, “Goodwill and Other Intangibles,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information regarding goodwill.

Product warranties The Company provides warranties on some, but not all, of its products sold to OEMs. The warranty terms are typically from one to three years. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and industry developments and recoveries from third parties. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty claims. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of the Company’s warranty accrual at the time an obligation becomes probable and can be reasonably estimated. Management believes that the warranty accrual is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the accrual:

	Year Ended December 31,
(in millions)	~~2024~~2025			~~2023~~2024
Net sales	$	3,~~403~~483		$	3,~~500~~403
Warranty provision	$	4844		$	4148
Warranty provision as a percentage of net sales	1.43		%	1.24		%

The sensitivity to a 25 basis-point change (as a percentage of net sales) in the assumed warranty trend on the Company’s accrued warranty liability was approximately $9 million.

At December 31, ~~2024~~2025, the total accrued warranty liability was $6174 million. The accrual is represented as $3635 million in Other current liabilities and $2539 million in Other non-current liabilities on the Consolidated Balance Sheets.

~~Refer to Note 11, “Product Warranty,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information regarding product warranties.~~38

Pension The Company provides pension benefits to a number of its current and former employees. The Company’s defined benefit pension plans are accounted for in accordance with ASC Topic 715. The determination of the Company’s obligation and expense for its pension is dependent on certain assumptions used by actuaries in calculating such amounts. Certain assumptions, including the expected long-term rate of return on plan assets, discount rate and rates of increase in compensation are described in Note 15, “Retirement Benefit Plans,” to the Consolidated Financial Statements in this Form 10-K. The effects of any modification to those assumptions, or actual results that differ from assumptions used, are either recognized immediately or amortized over future periods in accordance with GAAP.

The primary assumptions affecting the Company’s accounting for employee benefits under ASC Topic 715 as of December 31, 2024 are as follows:

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~~given~~Refer ~~year.~~to ~~Over~~Note ~~time~~13, ~~however~~“Product Warranty,” ~~the expected long-term rate of return on plan assets is designed~~ to ~~approximate~~the ~~actual~~Consolidated ~~earned~~Financial ~~long-term~~Statements ~~returns.~~in ~~The~~Item ~~expected~~8 ~~long-term rate~~ of ~~return~~this ~~for~~Form ~~pension~~10-K ~~assets has been determined based on various inputs, including historical returns~~ for ~~the~~more ~~different~~information ~~asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources~~ regarding ~~expected~~product ~~capital market return, inflation and other variables~~warranties. The Company also considers the impact of active management of the plans’ invested assets. In determining its pension expense for the year ended December 31, 2024, the Company used long-term rates of return on plan assets ranging from 2.5% to 8.0%.

~~Actual~~Pension The ~~returns~~Company onprovides Upension benefits to a number of its current and former employees.K. The Company’s defined benefit pension ~~assets~~plans ~~were~~are (6accounted for in accordance with ASC Topic 715.~~2)%~~ The determination of the Company’s obligation and ~~2.4%~~expense for ~~the~~its ~~years~~pension ~~ended~~is ~~December 31,~~dependent ~~2024~~on ~~and~~certain ~~2023,~~assumptions ~~respectively,~~used ~~compared~~by toactuaries in calculating such amounts. Certain assumptions, including the expected long-term rate of return ~~assumption~~on ofplan ~~5.25%~~assets, discount rate and ~~5.5%~~rates of increase in compensation are described in Note 17, ~~respectively~~“Retirement Benefit Plans,” ~~for~~to the ~~same~~Consolidated ~~years~~Financial ~~ended~~Statements in this Form 10-K. The effects of any modification to those assumptions, or actual results that differ from assumptions used, are either recognized immediately or amortized over future periods in accordance with GAAP.

~~•Discount rate~~ The ~~discount~~primary ~~rate~~assumptions isaffecting ~~used to calculate pension obligations. In determining~~ the ~~discount rate, the~~ Company’s ~~utilizes~~accounting afor ~~full-yield~~employee ~~approach~~benefits inunder ~~the~~ASC ~~estimation~~Topic of715 service and interest components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. For its significant plans, the Company used discount rates ranging from 1.7% to 22.3% to determine its pension obligations as of December 31, ~~2024,~~2025 ~~including~~are ~~weighted~~as ~~average discount rates of 5.9% (including 5.6% in the U.K.). The U.K. discount rate reflects the fact that the pension plan has been closed for new participants.~~follows:

•Expected long-term rate of return on plan assets The expected long-term rate of return is used in the calculation of net periodic benefit cost. The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. Over time, however, the expected long-term rate of return on plan assets is designed to approximate actual earned long-term returns. The expected long-term rate of return for pension assets has been determined based on various inputs, including historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. The Company also considers the impact of active management of the plans’ invested assets. In determining its pension expense for the year ended December 31, 2025, the Company used long-term rates of return on plan assets ranging from 2.5% to 8.0%.

Actual returns on U.K. pension assets were 3.7% and (6.2)% for the years ended December 31, 2025 and 2024, respectively, compared to the expected rate of return assumption of 5.75% and 5.25%, respectively, for the same years ended.

•Discount rate The discount rate is used to calculate pension obligations. In determining the discount rate, the Company utilizes a full-yield approach in the estimation of service and interest components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. For its significant plans, the Company used discount rates ranging from 2.45% to 23.5% to determine its pension obligations as of December 31, 2025, including weighted average discount rates of 5.8% (including 5.5% in the U.K.). The U.K. discount rate reflects the fact that the pension plan has been closed for new participants.

While the Company believes that these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect the Company's pension and its future expense.

The sensitivity to a 25 basis-point change in the assumptions for expected return on assets related to ~~2025~~2026 pre-tax pension expense for Company sponsored pension plans is expected to be $2 million. The sensitivity to a 25 basis-point change in the assumptions for discount rate related to ~~2025~~2026 pre-tax pension expense for Company sponsored pension plans is expected to be negligible.

The following table illustrates the sensitivity to a change in the discount rate for Company sponsored pension plans on its pension obligations:

(in millions)	Impact on PBO
25 basis point decrease in discount rate	$	2324
25 basis point increase in discount rate	$	(2223)

Refer to Note 1517, “Retirement Benefit Plans,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information regarding the Company’s retirement benefit plans.

Income taxes The Company accounts for income taxes in accordance ASC Topic 740 (ASC 740). Income taxes as presented in the Company’s Consolidated Financial Statements have been allocated in a manner that is systematic, rational, and consistent with the broad principles of ASC 740. For periods ended on or prior to July 3, 2023, the Company’s operations have been included in the Former Parent’s U.S. federal consolidated tax return, certain foreign tax returns, and certain state tax returns. For the purposes of these financial statements, the Company’s income tax provision was computed as if the Company filed separate tax returns (i.e., as if the Company had not been included in the consolidated income tax return group with the Former Parent). The separate-return method applies ASC 740 to the Consolidated Financial Statements of each member of a consolidated tax group as if the group member were a separate taxpayer. As a result, actual tax transactions included in the consolidated financial statements of the Former Parent may not be included in these Consolidated Financial Statements. Further, the Company’s tax results as presented in the Consolidated Financial Statements may not be reflective of the results that the Company expects to generate in the future. Also, the tax treatment of certain items reflected in the Consolidated Financial Statements may not be reflected in the Consolidated Financial Statements and tax returns of the Former Parent. Items such as net operating losses, other deferred taxes, income taxes payable, liabilities for uncertain tax positions and valuation allowances may exist in the Consolidated Financial Statements that may or may not exist in the Former Parent’s Consolidated Financial Statements.

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~~distribution~~income ~~date,~~tax asprovision ~~well~~was computed as if the Company filed separate tax ~~periods~~returns ~~beginning~~(i.e., ~~before~~as ~~and~~if ~~ending~~the ~~after~~Company had not been included in the ~~distribution~~consolidated ~~date.~~income ~~Generally,~~tax return group with the Former Parent). isThe ~~liable~~separate-return ~~for~~method ~~all~~applies ~~pre-distribution~~ASC ~~U.S.~~740 ~~income~~to ~~taxes,~~the ~~foreign~~Consolidated ~~income~~Financial ~~taxes,~~Statements ~~certain~~of ~~non-income~~each ~~taxes~~member ~~attributable~~of toa ~~our~~consolidated ~~business,~~tax ~~and~~group ~~liabilities~~as ~~for~~if ~~taxes~~the ~~that~~group member were ~~incurred~~a asseparate taxpayer. As a result, actual tax transactions included in the consolidated financial statements of ~~restructuring~~the ~~activities~~Former ~~undertaken~~Parent may not be included in these Consolidated Financial Statements. Further, the Company’s tax results as presented in the Consolidated Financial Statements may not be reflective of the results that the Company expects to ~~effectuate~~generate in the ~~separation~~future. ~~The~~Also, ~~Company~~the istax ~~generally~~treatment ~~liable~~of ~~for~~certain ~~all~~items reflected in the Consolidated Financial Statements may not be reflected in the Consolidated Financial Statements and tax returns of the Former Parent. Items such as net operating losses, other deferred taxes, ~~attributable~~income totaxes ~~its~~payable, ~~business~~liabilities for uncertain tax positions and valuation allowances may exist in the Consolidated Financial Statements that may or may not exist in the Former Parent’s Consolidated Financial Statements.

For periods subsequent to July 3, 2023, these items are reported based on tax filings and tax attributes of the Company’s legal entities. Indemnification assets and liabilities have been reported for amounts payable to or recoverable from the Former Parent under the Tax Matters Agreement for taxes associated with the period prior to the Spin-Off. The Tax Matters Agreement generally governs our and the Former Parent’s respective rights, responsibilities and obligations after the distribution with respect to taxes for any tax period ending on or before the distribution date, as well as tax periods beginning before and ending after the distribution date. Generally, the Former Parent is liable for all pre-distribution U.S. income taxes, foreign income taxes, certain non-income taxes attributable to our business, and liabilities for taxes that were incurred as a result of restructuring activities undertaken to effectuate the separation. The Company is generally liable for all other taxes attributable to its business.

In accordance with ASC 740, the Company’s income tax expense is calculated based on expected income and statutory tax rates in the various jurisdictions in which the Company operates and requires the use of management’s estimates and judgments. Accounting for income taxes is complex, in part because the Company conducts business globally and, therefore, files income tax returns in numerous tax jurisdictions. Management judgment is required in determining the Company’s worldwide provision for income taxes and recording the related assets and liabilities, including accruals for unrecognized tax benefits and assessing the need for valuation allowances.

The determination of accruals for unrecognized tax benefits includes the application of complex tax laws in a multitude of jurisdictions across the Company’s global operations. Management judgment is required in determining the gross unrecognized tax benefits’ related liabilities. In the ordinary course of the Company’s business, there are many transactions and calculations where the ultimate tax determination is less than certain. Accruals for unrecognized tax benefits are established when, despite the belief that tax positions are supportable, there remain certain positions that do not meet the minimum probability threshold, which is a tax position that is more-likely-than-not to be sustained upon examination by the applicable taxing authority. The Company has certain U.S. state income tax returns and certain non-U.S. income tax returns that are currently under various stages of audit by applicable tax authorities. At December 31, ~~2024~~2025, the Company had a liability for tax positions the Company estimates are not more-likely-than-not to be sustained based on the technical merits, which is included in other non-current liabilities. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company records valuation allowances to reduce the carrying value of deferred tax assets to amounts that it expects are more-likely-than-not to be realized. The Company assesses existing deferred tax assets, net operating losses, and tax credits by jurisdiction and expectations of its ability to utilize these tax attributes through a review of past, current and estimated future taxable income and tax planning strategies.

Estimates of future taxable income, including income generated from prudent and feasible tax planning strategies resulting from actual or planned business and operational developments, could change in the near term, perhaps materially, which may require the Company to consider any potential impact to the assessment of the recoverability of the related deferred tax asset. Such potential impact could be material to the Company’s consolidated financial condition or results of operations for an individual reporting period.

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The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which the Company operates have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. Pillar 2 does not have a material impact to the Company’s effective tax rate or consolidated results of operation, financial position or cash flows.

Refer to Note 57, “Income Taxes,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information regarding income taxes.

New Accounting Pronouncements

Refer to Note 1, “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information regarding new applicable accounting pronouncements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risks include fluctuations in interest rates and currency exchange rates. The Company is also affected by changes in the prices of commodities used or consumed in its manufacturing operations. Some of its commodity purchase price risk is covered by supply agreements with customers and suppliers. Other commodity purchase price risk is occasionally addressed by hedging strategies, which include forward contracts. The Company enters into derivative instruments only with high-credit-quality counterparties and diversifies its positions across such counterparties to reduce its exposure to credit losses. The Company does not engage in any derivative instruments for purposes other than hedging specific operating risks.

The Company has established policies and procedures to manage sensitivity to interest rate, currency exchange rate and commodity purchase price risk, which include monitoring the level of exposure to each market risk. For quantitative disclosures about market risk, refer to Note 1416, “Financial Instruments,” to the Consolidated Financial Statements in Item 8 of this Form 10-K for information with respect to currency exchange rate risk and commodity purchase price risk.

Currency Exchange Rate Risk

Currency exchange rate risk refers to the possibility that the Company may incur economic losses due to adverse changes in currency exchange rates. The Company operates globally and transacts in multiple currencies in addition to its reporting currency, the U.S. dollar. Although the Company generally uses the national or regional currency as the functional currency of its local entities, the Company has a significant amount of transactions in non-functional currency denominations including U.S. Dollar, Euro, Chinese Renminbi, ~~Great~~ British Pound and ~~Mexico~~Mexican Peso. Foreign currency exposures are reviewed periodically, and any natural offsets are considered prior to entering into a derivative financial instrument. The Company mitigates its currency exchange rate risk by establishing ~~local~~ production facilities and ~~related~~sourcing ~~supply~~raw ~~chain~~materials ~~participants~~ in the ~~markets it serves, by invoicing customers in the~~ same ~~currency~~region asthat ~~the source of the~~ products ~~and~~are bysold ~~funding~~to ~~some of its investments in foreign markets through local currency loans~~customers.

In addition, the Company executed an intercompany loan designated as a net investment hedge to mitigate specific exchange rate translation risk. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company deferred a pre-tax loss of $116 million and $611 million, respectively, for the designated net investment hedge within the cumulative translation account within accumulated other comprehensive income, a component of total shareholders’ equity.

Currency translation adjustments, including the impact of the net investment hedges discussed above, during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, are shown in the following tables, which provide the percentage change ~~in U.S. Dollars against the respective currencies and the approximate impacts of these changes recorded within other comprehensive income (loss) for the respective periods.~~

(in millions, except for percentages)	December 31, 2024
Brazilian Real		(21)	%	$	(38)
Euro		(6)	%	$	(17)
Chinese Renminbi		(3)	%	$	(12)
British Pound		(2)	%	$	(9)
Korean Won		(13)	%	$	(4)

(in millions, except for percentages)	December 31, 2023
Euro		3	%	$	58
British Pound		5	%	$	28
Brazilian Real		9	%	$	14
India Rupee		1	%	$	7
Chinese Renminbi		(3)	%	$	(14)

For additional information regarding the level of business outside the United States, which is subject to foreign currency exchange rate market risk, refer to Note 22, “Reportable Segments and Related Information,” to the Consolidated Financial Statements in Item 8 of this Form 10-K.

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in U.S. Dollars against the respective currencies and the approximate impacts of these changes recorded within other comprehensive income (loss) for the respective periods.


(in millions, except for percentages)	December 31, 2025
Euro		13	%	$	55
British Pound		8	%	$	28
Chinese Renminbi		4	%	$	22
Brazilian Real		12	%	$	17


(in millions, except for percentages)	December 31, 2024
Brazilian Real		(21)	%	$	(38)
Euro		(6)	%	$	(17)
Chinese Renminbi		(3)	%	$	(12)
British Pound		(2)	%	$	(9)
Korean Won		(13)	%	$	(4)

For additional information regarding the level of business outside the United States, which is subject to foreign currency exchange rate market risk, refer to Note 24, “Reportable Segments and Related Information,” to the Consolidated Financial Statements in Item 8 of this Form 10-K.

Commodity Price Risk

Commodity price risk is the possibility that the Company will incur economic losses due to adverse changes in the cost of raw materials used in the production of its products. The Company uses long-term contracts, cost sharing arrangements, design changes, customer buy programs, and limited financial instruments to help control costs wherever beneficial. Commodity forward and option contracts are occasionally executed to offset exposure to potential change in prices mainly for various non-ferrous metals and natural gas consumption used in the manufacturing of vehicle components. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had no outstanding commodity swap contracts.

Disclosure Regarding Forward-Looking Statements

The matters discussed in this Item 7 include forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” at the beginning of this Form 10-K.

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Item 8. Financial Statements and Supplementary Data

Index to Financial Statements and Supplementary Data						Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)						4344
Consolidated Balance Sheets						4546
Consolidated Statements of Operations						4647
Consolidated Statements of Comprehensive (Loss) Income						47
Consolidated Statements of Comprehensive Income (Loss)						48
Consolidated Statements of Cash Flows						4849
Consolidated Statements of Equity						4950
Notes to Consolidated Financial Statements						5051

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of PHINIA Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of PHINIA Inc. and its subsidiaries (the "Company") as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, of comprehensive (loss) income, of equity and of cash flows for each of the three years in the period ended December 31, ~~2024~~2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment - Fuel Systems Reporting Unit

As described in Note 1012 to the consolidated financial statements, the Company’s net goodwill balance was $~~471~~509 million as of December 31, ~~2024~~2025, and the net goodwill associated with the Fuel Systems reporting unit was $6071 million. Management has determined that each of the reportable segments is also a reporting unit. Management tests goodwill for impairment annually in the fourth quarter for all reporting units, and more frequently if events or circumstances warrant such a review. Management performed quantitative impairment testing during the fourth quarter of ~~2024~~2025. The estimated fair value was determined using a combined income and market approach. The primary assumptions affecting management’s quantitative impairment review are the discount rates, EBITDA margins, revenue growth rates, and market multiples.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Fuel Systems reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Fuel Systems reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant ~~assumptions~~assumption related to EBITDA margins and market multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment ~~assessments~~assessment, including controls over the valuation of the Fuel Systems reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Fuel Systems reporting unit; (ii) evaluating the appropriateness of the income and market valuation approaches used by management; (iii) testing the completeness and accuracy of underlying data used in the income and market valuation approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to EBITDA margins and market multiples. Evaluating management’s assumption related to EBITDA margins involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the Fuel Systems reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market valuation approaches and (ii) the reasonableness of the market multiples assumption.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

February 1312, ~~2025~~2026

We have served as the Company’s auditor since 2022.

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PHINIA INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
(in millions, except share and per share amounts)	~~2024~~2025		~~2023~~2024
ASSETS
Cash and cash equivalents	$	~~484~~359	$	~~365~~484
Receivables, net	~~817~~804		~~1,017~~817
Inventories	~~444~~473		~~487~~444
Prepayments and other current assets	96126		5896
Total current assets	1,~~841~~762		1,~~927~~841
Property, plant and equipment, net	~~843~~876		~~921~~843
Investments and long-term receivables	~~111~~145		~~115~~111
Goodwill	~~471~~509		~~499~~471
Other intangible assets, net	~~374~~398		~~417~~374
Other non-current assets	~~128~~127		~~162~~128
Total assets	$	3,~~768~~817	$	43,~~041~~768
LIABILITIES AND EQUITY
Short-term borrowings and current portion of long-term debt	$	253	$	8925
Accounts payable	~~522~~510		~~639~~522
Other current liabilities	~~422~~434		~~420~~422
Total current liabilities	~~969~~947		~~1,148~~969
Long-term debt	~~963~~967		~~709~~963
Retirement-related liabilities	~~112~~141		~~132~~112
Other non-current liabilities	~~150~~175		~~165~~150
Total liabilities	2,~~194~~230		2,~~154~~194
Commitments and contingencies (see Note 18)
Commitments and contingencies (see Note 20)
Capital stock:
Common stock, $0.01 par value; authorized shares: 200,000,000; issued shares: (2024 - 47,013,661, 2023 - 47,013,661); outstanding shares: (2024 - 41,643,883, 2023 - 46,164,536)	1		1
Common stock, $0.01 par value; authorized shares: 200,000,000; issued shares: (2025 - 47,013,661, 2024 - 47,013,661); outstanding shares: (2025 - 37,915,162, 2024 - 41,643,883)	1		1
Additional paid-in capital	1,~~976~~978		21,~~031~~976
Retained earnings	44132		944
Accumulated other comprehensive loss	(~~217~~98)		(~~131~~217)
Treasury stock, at cost: (2024 - 5,369,778 shares, 2023 - 849,125 shares)	(230)		(23)
Treasury stock, at cost: (2025 - 9,098,499 shares, 2024 - 5,369,778 shares)	(426)		(230)
Total equity	1,~~574~~587		1,~~887~~574
Total liabilities and equity	$	3,~~768~~817	$	43,~~041~~768

See Accompanying Notes to Consolidated Financial Statements.

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PHINIA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
(in millions, except per share amounts)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net sales	$	3,~~403~~483	$	3,~~500~~403	$	3,~~348~~500
Cost of sales	2,~~647~~721		2,~~776~~647		2,~~627~~776
Gross profit	~~756~~762		~~724~~756		~~721~~724
Selling, general and administrative expenses	~~442~~445		~~413~~442		~~407~~413
Other operating expense (income), net	55		70		(4)
Restructuring expense	17		14		12
Operating income	259		241		318
Other operating expense, net	46		41		58
Equity in affiliates’ earnings, net of tax	(11)		(10)		(11)
Operating income	254		259		241
Interest expense	99		56		20
Equity in affiliates’ earnings, net of tax	(15)		(11)		(10)
Interest income	(16)		(13)		(6)
Interest expense	81		99		56
Other postretirement expense (income)	—		2		(32)
Interest income	(14)		(16)		(13)
Earnings before income taxes	187		206		347
Other postretirement expense	4		—		2
Provision for income taxes	108		104		85
Earnings before income taxes	198		187		206
Net earnings	$	79	$	102	$	262
Provision for income taxes	68		108		104
Earnings per share — basic	$	1.80	$	2.17	$	5.57
Net earnings	$	130	$	79	$	102
Earnings per share — diluted	$	1.76	$	2.17	$	5.57
Earnings per share — basic	$	3.31	$	1.80	$	2.17
Earnings per share — diluted	$	3.24	$	1.76	$	2.17
Weighted average shares outstanding:
Basic	4439.03		4644.90		4746.09
Diluted	4440.81		4744.08		47.0

See Accompanying Notes to Consolidated Financial Statements.

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PHINIA INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
	Year Ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net earnings	$	79130	$	~~102~~79	$	~~262~~102
Other comprehensive loss
Other comprehensive income (loss)
Foreign currency translation adjustments1	~~(95)~~135		(1395)		(9013)
Defined benefit postretirement plans1	9(16)		~~(27)~~9		(6527)
Hedge instruments1	—		~~(3)~~—		5(3)
Total other comprehensive loss	(86)		(43)		(150)
Total other comprehensive income (loss)	119		(86)		(43)
Comprehensive (loss) income	$	(7)	$	59	$	112
Comprehensive income (loss)	$	249	$	(7)	$	59

____________________________________

1 Net of income taxes.

See Accompanying Notes to Consolidated Financial Statements.

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PHINIA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
OPERATING
Net cash provided by operating activities (see Note 23)	$	308	$	250	$	303
Net cash provided by operating activities (see Note 25)	$	312	$	308	$	250
INVESTING
Capital expenditures, including tooling outlays	(~~105~~124)		(~~150~~105)		(~~107~~150)
Insurance proceeds received for damage to property, plant and equipment	3		—		—
Payments for businesses acquired, net of cash acquired	(9)		—		—
Payments for investment in equity securities	(1)		(2)		—
Insurance proceeds received for damage to property, plant and equipment	—		3		—
Proceeds from asset disposals and other, net	2		2		2
Payments for investment in equity securities	—		(1)		(2)
Net cash used in investing activities	(101)		(150)		(105)
Proceeds from asset disposals and other, net	1		2		2
Net cash used in investing activities	(132)		(101)		(150)
FINANCING
Proceeds from issuance of long-term debt, net of discount	~~975~~—		~~708~~975		—708
Payments for debt issuance costs	~~(15)~~—		(1415)		—(14)
(Repayments) borrowings under Revolving Facility	(75)		75		—
Borrowings (repayments) under revolving facilities	1		(75)		75
Repayments of debt, including current portion	(~~722~~24)		(4722)		(14)
Cash outflows related to debt due to Former Parent	—		(728)		(117)
Repayment of acquired debt	(32)		—		—
Cash inflows related to debt due from Former Parent	—		36		140
Dividends paid to PHINIA Inc. stockholders	(42)		(44)		(23)
Purchase of noncontrolling interest	—		—		(3)
Payments for purchase of treasury stock, including excise tax	(202)		(212)		(24)
Dividends paid to PHINIA Inc. stockholders	(44)		(23)		—
Payments for stock-based compensation items	(11)		(3)		(1)
Payments for purchase of treasury stock, including excise tax	(212)		(24)		—
Cash outflows related to debt due to Former Parent	—		—		(728)
Net transfers to Former Parent	—		(5)		(204)
Cash inflows related to debt due from Former Parent	—		—		36
Payments for stock-based compensation items	(3)		(1)		—
Net transfers to Former Parent	—		—		(5)
Net cash (used in) provided by financing activities	(96310)		20(96)		~~(185)~~20
Effect of exchange rate changes on cash	85		~~(6)~~8		(216)
Net increase (decrease) in cash and cash equivalents	119		114		(8)
Net (decrease) increase in cash and cash equivalents	(125)		119		114
Cash and cash equivalents at beginning of year	~~365~~484		~~251~~365		~~259~~251
Cash and cash equivalents at end of year	$	~~484~~359	$	~~365~~484	$	~~251~~365

See Accompanying Notes to Consolidated Financial Statements.

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PHINIA INC.

CONSOLIDATED STATEMENTS OF EQUITY

	Number of Shares		PHINIA Inc. Stockholders’ Equity
(in millions, except share data)	Issued common stock	Common stock held in treasury	Issued common stock		Additional paid-in- capital		Treasury stock		Retained earnings		Former Parent investment		Accumulated other comprehensive income (loss)		~~Non-controlling interests~~		Total Equity
Balance, January 1, 2022	—	—	$	—	$	—	$	—	$	—	$	1,647	$	62	$	3	$	1,712
Balance, January 1, 2023	—	—	$	—	$	—	$	—	$	—	$	1,731	$	(88)			$	1,643
Net transfers from Former Parent	—	—	—		—		—		—		(178)		—		—		(178)
Dividends declared ($0.50 per share)	—	—	—		—		—		(23)		—		—				(23)
Purchase of noncontrolling interest	—	—	—		—		—		—		—		—		(3)		(3)
Net transfers from Former Parent	—	—	—		—		—		—		220		—				220
Net earnings	—	—	—		—		—		—		262		—		—		262
Spin-Off related adjustments	—	—	—		8		—		—		—		—				8
Other comprehensive income	—	—	—		—		—		—		—		(150)		—		(150)
Reclassification of Former Parent's net investment and issuance of ordinary shares in connection with Spin-Off	47,013,661	—	1		2,020		—		—		(2,021)		—				—
Balance, December 31, 2022	—	—	$	—	$	—	$	—	$	—	$	1,731	$	(88)	$	—	$	1,643
Stock-based compensation expense	—	—	—		6		—		—		—		—				6
Dividends declared ($0.50 per share)	—	—	—		—		—		(23)		—		—		—		(23)
Purchase of treasury stock	—	(903,920)	—		—		(24)		—		—		—				(24)
Net transfers from Former Parent	—	—	—		—		—		—		220		—		—		220
Net issuance of executive stock plan	—	54,795	—		(3)		1		—		—		—				(2)
Spin-Off related adjustments	—	—	—		8		—		—		—		—		—		8
Purchase/sale of noncontrolling interest	—	—	—		—		—		—		—		—				—
Reclassification of Former Parent's net investment and issuance of ordinary shares in connection with Spin-Off	47,013,661	—	1		2,020		—		—		(2,021)		—		—		—
Net earnings	—	—	—		—		—		32		70		—				102
Share-based compensation expense	—	—	—		6		—		—		—		—		—		6
Other comprehensive income	—	—	—		—		—		—		—		(43)				(43)
Purchase of treasury stock	—	(903,920)	—		—		(24)		—		—		—		—		(24)
Balance, December 31, 2023	47,013,661	(849,125)	$	1	$	2,031	$	(23)	$	9	$	—	$	(131)			$	1,887
Net issuance of executive stock plan	—	54,795	—		(3)		1		—		—		—		—		(2)
Dividends declared ($1.00 per share)	—	—	—		—		—		(44)		—		—				(44)
Net earnings	—	—	—		—		—		32		70		—		—		102
Spin-Off related adjustments	—	—	—		(59)		—		—		—		—				(59)
Other comprehensive loss	—	—	—		—		—		—		—		(43)		—		(43)
Stock-based compensation expense	—	—	—		14		—		—		—		—				14
Balance, December 31, 2023	47,013,661	(849,125)	$	1	$	2,031	$	(23)	$	9	$	—	$	(131)	$	—	$	1,887
Purchase of treasury stock	—	(4,806,413)	—		—		(212)		—		—		—				(212)
Dividends declared ($1.00 per share)	—	—	—		—		—		(44)		—		—		—		(44)
Excise tax on purchase of treasury stock	—	—	—		—		(2)		—		—		—				(2)
Spin-Off related adjustments	—	—	—		(59)		—		—		—		—		—		(59)
Net issuance of executive stock plan	—	285,760	—		(10)		7		—		—		—				(3)
Share-based compensation expense	—	—	—		14		—		—		—		—		—		14
Net earnings	—	—	—		—		—		79		—		—				79
Purchase of treasury stock	—	(4,806,413)	—		—		(212)		—		—		—		—		(212)
Other comprehensive loss	—	—	—		—		—		—		—		(86)				(86)
Excise tax on purchase of treasury stock	—	—	—		—		(2)		—		—		—		—		(2)
Balance, December 31, 2024	47,013,661	(5,369,778)	$	1	$	1,976	$	(230)	$	44	$	—	$	(217)			$	1,574
Net issuance of executive stock plan	—	285,760	—		(10)		7		—		—		—		—		(3)
Dividends declared ($1.08 per share)	—	—	—		—		—		(42)		—		—				(42)
Net earnings	—	—	—		—		—		79		—		—		—		79
Stock-based compensation expense	—	—	—		18		—		—		—		—				18
Other comprehensive loss	—	—	—		—		—		—		—		(86)		—		(86)
Purchase of treasury stock	—	(4,114,687)	—		—		(200)		—		—		—				(200)
Balance, December 31, 2024	47,013,661	(5,369,778)	$	1	$	1,976	$	(230)	$	44	$	—	$	(217)	$	—	$	1,574
Excise tax on purchase of treasury stock	—	—	—		—		(2)		—		—		—				(2)
Net issuance of executive stock plan	—	385,966	—		(16)		6		—		—		—				(10)
Net earnings	—	—	—		—		—		130		—		—				130
Other comprehensive income	—	—	—		—		—		—		—		119				119
Balance, December 31, 2025	47,013,661	(9,098,499)	$	1	$	1,978	$	(426)	$	132	$	—	$	(98)			$	1,587

See Accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION

The accompanying Consolidated Financial Statements and notes present the consolidated statements of operations, ~~balance~~cash ~~sheets~~flows, comprehensive income and ~~cash~~stockholders’ ~~flows~~equity and balance sheets of PHINIA Inc. (PHINIA or the Company). PHINIA is a leader in the development, design and manufacture of integrated components and systems that are designed to optimize performance, ~~increase~~enhance efficiency and reduce emissions in combustion and hybrid propulsion for commercial vehicles and industrial applications (medium-duty and heavy-duty trucks, buses and other off-highway construction, marine, agricultural and industrial applications), light commercial vehicles (vans and trucks) and light passenger vehicles (passenger cars, mini-vans, cross-overs and sport-utility vehicles). The Company is a global supplier to most major original equipment manufacturers (OEMs) seeking to meet or exceed evolving and increasingly stringent global regulatory requirements and satisfy consumer demands for an enhanced user experience. Additionally, the Company offers a wide range of original equipment service (OES) solutions and remanufactured products as well as an expanded range of products for the independent (non-OEM) aftermarket.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following paragraphs briefly describe the Company’s significant accounting policies.

Basis of presentation Prior to the Spin-Off on July 3, 2023, the historical financial statements of PHINIA were prepared on a stand-alone combined basis and were derived from BorgWarner’s consolidated financial statements and accounting records as if the Fuel Systems and Aftermarket businesses of BorgWarner had been part of PHINIA for all periods presented. Accordingly, for periods prior to July 3, 2023, our financial statements are presented on a combined basis and for the periods subsequent to July 3, 2023 are presented on a consolidated basis (all periods hereinafter are referred to as “consolidated financial statements”). The Company’s Consolidated Financial Statements were prepared in accordance with accounting principles in the United States of America (U.S. GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and accompanying notes, as well as amounts of revenues and expenses reported during the periods covered by those financial statements and accompanying notes. The Consolidated Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as a standalone company during the periods presented prior to the Spin-Off.

The Consolidated Statements of Operations include all revenues and costs directly attributable to the Company, including costs for facilities, functions, and services utilized. Costs for certain centralized functions and programs provided and administered by BorgWarner were charged directly to the Company prior to Spin-Off. These centralized functions and programs included, but were not limited to research and development and information technology.

A portion of BorgWarner’s total corporate expenses were allocated to the Company for services rendered by BorgWarner prior to the Spin-Off. These expenses included the cost of corporate functions and resources, including, but not limited to, executive management, finance, accounting, legal, human resources, research and development and sales. Additionally, a portion of the Company’s corporate expenses were allocated to BorgWarner for charges incurred related to subsidiaries of BorgWarner historically supported by the Company, primarily related to information technology. These expenses were allocated based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net revenues, legal entities, headcount or weighted-square footage, as applicable. The Company considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to, or the benefit received by, both the Company and BorgWarner during the periods presented. However, the allocations may not reflect the expenses the Company would have incurred if the Company had been a standalone company for the periods presented prior to July 3, 2023. The year ended December 31, 2023 included net corporate allocation expenses incurred prior to the Spin-Off totaling $89 million. ~~For the year ended December 31, 2022, net corporate allocation expenses totaled $118 million.~~ Corporate allocation expenses were primarily included in Selling, general and administrative expenses.

Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the accompanying notes, as well as the amounts of revenues and expenses reported during the periods covered by these financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of consolidation The Consolidated Financial Statements include all majority-owned subsidiaries with a controlling financial interest. All inter-company balances and transactions have been eliminated in consolidation.

Joint venture and equity securities The Company has an investment in one unconsolidated joint venture: Delphi-TVS Diesel Systems Ltd (D-TVS), of which the Company owns 52.5%. This joint venture is a non-controlled affiliate in which the Company exercises significant influence but does not have a controlling financial interest and, therefore, is accounted for under the equity method. Although the Company is the majority owner, it does not have the ability to control significant decisions or management of the entity. The Company evaluated this investment under Accounting Standards Codification (ASC) Topic 810 and based on the following factors the Company does

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not have the power to control the significant decisions of the entity and therefore does not have a controlling financial interest.

•Both partners appoint a managing director and these directors jointly manage all of the affairs of D-TVS, subject to supervision by the board of directors;

•The Company has only a 36% representation on the board of directors; and

•The construct of the board of directors prevents either party from having power/control as described in ASC Topic 810 because both parties lack the ability to directly and/or indirectly control governance and management of D-TVS through either its ownership interest or the board representation.

Generally, under the equity method, the Company’s original investment is recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses. The carrying value of the Company’s investment was $5160 million and $4851 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The Company monitors its equity method investments for indicators of other-than-temporary declines in fair value on an ongoing basis. If such a decline has occurred, an impairment charge is recorded, which is measured as the difference between the carrying value and the estimated fair value. The Company’s investment in this non-controlled affiliate is included within Investments and long-term receivables in the Consolidated Balance Sheets. The Company’s share of equity in income or losses is included in Equity in affiliates’ earnings, net of tax in the Consolidated Statements of Operations.

The Company also has certain investments for which it does not have the ability to exercise significant influence (generally when ownership interest is less than 20%). The Company’s investment in these equity securities is included within Investments and long-term receivables in the Consolidated Balance Sheet.

Interests in privately held companies that do not have readily determinable fair values are accounted for using the measurement alternative under ASC Topic 321, which includes monitoring on an ongoing basis for indicators of impairments or upward adjustments. These equity securities are measured at cost less impairments, adjusted for observable price changes in orderly transactions for the identical or similar investment of the same issuer. If the Company determines that an indicator of impairment or upward adjustment is present, an adjustment is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach on discounted cash flows or negotiated transaction values.

Revenue recognition Revenue is recognized when performance obligations under the terms of a contract are satisfied, which generally occurs with the transfer of control of the products. For most products, transfer of control occurs upon shipment or delivery; however, a limited number of customer arrangements for highly customized products with no alternative use provide the Company with the right to payment during the production process. As a result, for these limited arrangements, revenue is recognized as goods are produced and control transfers to the customer using the input cost-to-cost method. Revenue is measured at the amount of consideration the Company expects to receive in exchange for transferring the goods. Although the Company may enter into long-term supply arrangements with its major customers, the prices and volumes are not fixed over the life of the arrangements, and a contract does not exist for purposes of applying ASC Topic 606 until volumes are contractually known.

Sales incentives and allowances (including returns) are recognized as a reduction to revenue at the time of the related sale. The Company estimates the allowances based on an analysis of historical experience. Taxes assessed by a governmental authority collected by the Company concurrent with a specific revenue-producing transaction are excluded from net sales. Shipping and handling fees billed to customers are included in sales, while costs of shipping and handling are included in cost of sales. The Company has elected to apply the accounting policy election available under ASC Topic 606 and accounts for shipping and handling activities as a fulfillment cost.

The Company has a limited number of arrangements with customers where the price paid by the customer is dependent on the volume of product purchased over the term of the arrangement. In other arrangements, the Company will provide a rebate to customers based on the volume of products purchased during the course of the arrangement. The Company estimates the volumes to be sold over the term of the arrangement and recognizes revenue based on the estimated amount of consideration to be received from these arrangements.

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Refer to Note 23, “Revenue from Contracts with Customers,” to the Consolidated Financial Statements for more information.

Cost of sales The Company includes materials, direct labor and manufacturing overhead within cost of sales. Manufacturing overhead is comprised of indirect materials, indirect labor, factory operating costs, warranty costs and other such costs associated with manufacturing products for sale.

Cash and cash equivalents Cash and cash equivalents are valued at fair market value. It is the Company's policy to classify all highly liquid investments with original maturities of three months or less as cash and cash equivalents. Cash and cash equivalents are maintained with several financial institutions. Cash and cash equivalents are primarily held in foreign locations. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal risk.

Receivables, net and long-term receivables Accounts receivable and long-term receivables are stated at cost less an allowance for credit losses. An allowance for credit losses is recorded for amounts that may become uncollectible in the future. The allowance for credit losses is an estimate based on expected losses, current economic and market conditions, and a review of the current status of each customer’s accounts receivable.

Sales of receivables are accounted for in accordance with the ASC Topic 860. Agreements which result in true sales of the transferred receivables, as defined in ASC Topic 860, which occur when receivables are transferred to a third party without recourse to the Company, are excluded from amounts reported in the Consolidated Balance Sheets. Cash proceeds received from such sales are included in operating cash flows. The expenses associated with receivables factoring are recorded in the Consolidated Statements of Operations within interest expense. Refer to Note 68, “Receivables, Net,” to the Consolidated Financial Statements for more information.

Inventories Inventory is measured using first-in, first-out (FIFO) or average-cost methods at the lower of cost or net realizable value. Refer to Note 79, “Inventories,” to the Consolidated Financial Statements for more information.

Pre-production costs related to long-term supply arrangements Engineering, research and development and other design and development costs for products sold on long-term supply arrangements are expensed as incurred unless the Company has a contractual guarantee for reimbursement from the customer. Costs for molds, dies and other tools used to make products sold on long-term supply arrangements for which the Company has title to the assets are capitalized in property, plant and equipment and amortized to cost of sales over the shorter of the term of the arrangement or over the estimated useful lives of the assets, typically three to five years. Costs for molds, dies and other tools used to make products sold on long-term supply arrangements for which the Company has a contractual guarantee for lump sum reimbursement from the customer are capitalized in Prepayments and other current assets.

Property, plant and equipment, net Property, plant and equipment is valued at cost less accumulated depreciation. Expenditures for maintenance, repairs and renewals of relatively minor items are generally charged to expense as incurred. Renewals of significant items are capitalized. Depreciation is generally computed on a straight-line basis over the estimated useful lives of the assets. Useful lives for buildings range from fifteen to forty years, and useful lives for machinery and equipment range from three to twelve years. For income tax purposes, accelerated methods of depreciation are generally used. Refer to Note 911, “Property, Plant and Equipment, Net,” to the Consolidated Financial Statements for more information.

Impairment of long-lived assets, including definite-lived intangible assets The Company reviews the carrying value of its long-lived assets, whether held for use or disposal, including other amortizable intangible assets, when events and circumstances warrant such a review under ASC Topic 360. In assessing long-lived assets for an impairment loss, assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. In assessing long-lived assets for impairment, management generally considers individual facilities to be the lowest level for which identifiable cash flows are largely independent. A recoverability review is performed using the undiscounted cash flows if there is a triggering event. If the undiscounted cash flow test for recoverability identifies a possible impairment, management will perform a fair value analysis. Management determines fair value under ASC Topic 820 using the appropriate

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valuation technique of market, income or cost approach. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value.

Goodwill and other indefinite-lived intangible assets During the fourth quarter of each year, the Company qualitatively assesses its goodwill. This qualitative assessment evaluates various events and circumstances, such as macroeconomic conditions, industry and market conditions, cost factors, relevant events and financial trends, that may impact a reporting unit's fair value. Using this qualitative assessment, the Company determines whether it is more-likely-than-not the reporting unit's fair value exceeds its carrying value. If it is determined that it is not more-likely-than-not the reporting unit's fair value exceeds the carrying value, or upon consideration of other factors, including recent acquisition, restructuring or disposal activity or to refresh the fair values, the Company performs a quantitative goodwill impairment analysis. In addition, the Company also tests goodwill in between annual test dates if an event occurs or circumstances change that could more-likely-than-not reduce the fair value of a reporting unit below its carrying value.

The Company also has intangible assets related to acquired trade names that are classified as indefinite -lived when there are no foreseeable limits on the periods of time over which they are expected to contribute cash flows. Costs to renew or extend the term of acquired intangible assets are recognized as expenses are incurred.

Refer to Note 1012, “Goodwill and Other Intangibles,” to the Consolidated Financial Statements for more information.

Product warranties The Company provides warranties on some, but not all, of its products. The warranty terms are typically from one to three years. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and industry developments and recoveries from third parties. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty claims. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of the Company’s warranty accrual at the time an obligation becomes probable and can be reasonably estimated. Management believes that the warranty accrual is appropriate; however, in certain cases, initial customer claims exceed the amount accrued. Facts may become known related to these claims that may result in additional losses that could be material to the Company’s results of operations or cash flows. The product warranty accrual is allocated to Other current liabilities and Other non-current liabilities in the Consolidated Balance Sheets.

Refer to Note 1113, “Product Warranty,” to the Consolidated Financial Statements for more information.

Other loss accruals and valuation allowances The Company has numerous other loss exposures, such as customer claims, workers’ compensation claims, litigation and recoverability of certain assets. Establishing loss accruals or valuation allowances for these matters requires the use of estimates and judgment in regard to the risk ~~exposure and ultimate realization. The Company estimates losses using consistent and appropriate methods;~~

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exposure and ultimate realization. The Company estimates losses using consistent and appropriate methods; however, changes to its assumptions could materially affect the recorded accrued liabilities for loss or asset valuation allowances.

Environmental contingencies The Company accounts for environmental costs in accordance with ASC Topic 450, “Contingencies.” Costs related to environmental assessments and remediation efforts at operating facilities are accrued when it is probable that a liability has been incurred and the amount of that liability can be reasonably estimated. Estimated costs are recorded at undiscounted amounts, based on experience and assessments and are regularly evaluated. The liabilities are recorded in Other current and Other non-current liabilities in the Company’s Consolidated Balance Sheets and are not material.

Refer to Note 1820, “Contingencies,” to the Consolidated Financial Statements for more information.

Government grants The Company periodically receives government grants representing assistance provided by a government. These government grants are generally received in cash and typically provide reimbursement related to acquisition of property and equipment, product development or local governmental economic relief. The government grants are generally amortized using a systematic and rational method over the life of the grant. As of December 31, ~~2023,~~2025 ~~the Company recorded government grant related liabilities of $1 million in Other current liabilities in the Company’s Consolidated Balance Sheets. As of December 31, 2024~~ and ~~2023~~2024, the Company recorded $78 million and $67 million in Other non-current liabilities, respectively, in the Company’s Consolidated Balance Sheets. During the years ended December 31, 2025, 2024 and 2023, the Company recorded $24 million, $28 million and $21 million of government grant-related credits in Selling, general and administrative expenses, respectively, and $5 million, $2 million and $1 million in Cost of sales, respectively, in the Company’s Consolidated Statement of Operations.

Derivative financial instruments The Company recognizes that certain normal business transactions and foreign currency operations generate risk. Examples of risks include exposure to exchange rate risk related to transactions denominated in currencies other than the functional currency, changes in commodity costs and interest rates. It is the objective of the Company to assess the impact of these transaction risks and consider mitigating such risks through various methods, including financial derivatives. The majority of derivative instruments held by the Company are designated as hedges, have high correlation with the underlying exposure and are highly effective in offsetting underlying price movements. Accordingly, gains and losses from changes in qualifying hedge fair values are matched with the underlying transactions. Hedge instruments are generally reported gross, with no right to offset, on the Consolidated Balance Sheets at their fair value based on quoted market prices for contracts with similar maturities. The Company does not engage in any derivative transactions for purposes other than hedging specific operational risks.

Refer to Note 1416, “Financial Instruments,” to the Consolidated Financial Statements for more information.

Foreign currency The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses and capital expenditures. The local currency is the functional currency for substantially all of the Company's foreign subsidiaries. Translation adjustments for foreign subsidiaries are recorded as a component of Accumulated other comprehensive (loss) ~~income~~ in equity. The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred.

Refer to Note 1719, “Accumulated Other Comprehensive Loss,” to the Consolidated Financial Statements for more information.

Pensions The Company’s defined benefit pension plans are accounted for in accordance with ASC Topic 715. Disability early retirement benefits are accounted for in accordance with ASC Topic 712.

Pension costs and related liabilities and assets are dependent upon assumptions used in calculating such amounts. These assumptions include discount rates, expected returns on plan assets, health care cost trends, compensation and other factors. In accordance with U.S. GAAP, actual results that differ from the assumptions used are accumulated and amortized over future periods, and accordingly, generally affect recognized expense in future periods.

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Refer to Note 1517, “Retirement Benefit Plans,” to the Consolidated Financial Statements for more information.

Restructuring Restructuring costs may occur when the Company takes action to exit or significantly curtail a part of its operations or implements a reorganization that affects the nature and focus of operations. A restructuring charge can consist of severance costs associated with reductions to the workforce, costs to terminate an operating lease or contract, professional fees and other costs incurred related to the implementation of restructuring activities.

The Company generally records costs associated with voluntary separations at the time of employee acceptance. Costs for involuntary separation programs are recorded when management has approved the plan for separation, the employees are identified and aware of the benefits they are entitled to and it is unlikely that the plan will change significantly. When a plan of separation requires approval by or consultation with the relevant labor organization or government, the costs are recorded upon agreement. Costs associated with benefits that are contingent on the employee continuing to provide service are accrued over the required service period.

Refer to Note 57, “Income Taxes,” to the Consolidated Financial Statements for more information.

New Accounting Pronouncements

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards ~~Update~~Board (~~ASU~~FASB) issued ASU 2023-0709, “~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures.” This ~~update~~guidance isrequires ~~intended~~entities to ~~improve~~disaggregate ~~disclosures~~information ~~about~~related ato ~~public~~the ~~entity’s~~effective ~~reportable~~tax ~~segments~~rate ~~and~~reconciliation ~~addresses requests from investors~~ and ~~other~~income ~~allocators~~taxes ~~of capital for additional, more detailed information about a reportable segment’s expenses~~paid. This guidance ~~was~~is effective for annual reporting periods beginning after December 15, ~~2023 and interim reporting periods beginning after December 15,~~ 2024. The Company has adopted this guidance, refer to Note 227, “~~Reportable~~Income ~~Segments and Related Information~~Taxes” to the Consolidated Financial Statements for more information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounting Standards Not Yet Adopted

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903 and ASU 2025-01, “Income ~~Taxes~~Statement ~~(Topic~~- ~~740):~~Reporting ~~Improvements~~Comprehensive to Income ~~Tax~~- Expense Disaggregation Disclosures (Subtopic 220-40).” This guidance requires entities to ~~disaggregate~~disclose disaggregated information ~~related~~about tocertain ~~the~~income ~~effective~~statement ~~tax~~expense ~~rate~~line ~~reconciliation~~items ~~and~~in ~~income~~the ~~taxes~~notes ~~paid~~to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, ~~2024~~2026. ~~The Company will provide the incremental disclosures in its Annual Report on Form 10-K for the year ended December 31, 2025.~~

In November 2024, the FASB issued ASU 2024-03 and ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This guidance requires entities to disclose disaggregated information about certain income statement expense line items in the notes to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the impact of these ASUs on its financial statements.

NOTE 2 REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company manufactures and sells products and solutions, primarily to OEMs of commercial vehicle, industrial applications and light vehicles, to certain Tier One vehicle systems suppliers and into the aftermarket. The Company’s payment terms are based on customary business practices and vary by customer type and products offered. The Company has evaluated the terms of its arrangements and determined that they do not contain significant financing components.

In limited instances, certain customers have provided payments in advance of receiving related products, typically at the onset of an arrangement prior to the beginning of production. As of December 31, 2024, the balance of contract liabilities was $7 million, of which $3 million was reflected in Other current liabilities and $4 million was reflected as Other non-current liabilities. As of December 31, 2023, the balance of contract liabilities was $7 million, of which $6 million was reflected in Other current liabilities and $1 million was reflected as Other non-current liabilities. These amounts are reflected as revenue over the term of the arrangement (typically three to seven years) as the underlying products are shipped and represent the Company’s remaining performance obligations as of the end of the period.

The following table represents a disaggregation of revenue from contracts with customers by reportable segment and region for the years ended December 31, 2024, 2023, and 2022. Refer to Note 22, “Reportable Segments and Related Information” to the Consolidated Financial Statements, for more information.

	Year Ended December 31, 2024
(In millions)	Fuel Systems		Aftermarket		Total
Americas	$	690	$	768	$	1,458
Europe	862		532		1,394
Asia	468		83		551
Total	$	2,020	$	1,383	$	3,403

	Year Ended December 31, 2023
(In millions)	Fuel Systems		Aftermarket		Total
Americas	$	712	$	776	$	1,488
Europe	953		472		1,425
Asia	512		75		587
Total	$	2,177	$	1,323	$	3,500

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended December 31, 2022
(In millions)	Fuel Systems		Aftermarket		Total
Americas	$	559	$	811	$	1,370
Europe	904		401		1,305
Asia	609		64		673
Total	$	2,072	$	1,276	$	3,348

These ASUs will result in additional disclosures but will not have a material impact on the Company's Consolidated Financial Statements.

~~NOTE~~In ~~3 RESEARCH~~September ~~AND~~2025, ~~DEVELOPMENT~~the ~~COSTS~~FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This guidance requires entities to capitalize internal-use software costs when the Company has authorized and committed funding and it is probable the project will be completed. This guidance is effective for annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this ASU on its financial statements.

~~The~~In ~~Company’s~~November ~~net~~2025, ~~Research~~the &FASB ~~Development~~issued ~~(R&D)~~ASU ~~costs are primarily included in Selling~~2025-09, ~~general~~“Derivatives and ~~administrative~~Hedging ~~expenses~~(Topic of815): ~~the~~Hedge ~~Consolidated~~Accounting ~~Statements of Operations~~Improvements.” ~~Customer~~This ~~reimbursements~~guidance ~~are~~enables ~~netted~~entities ~~against~~to ~~gross~~apply ~~R&D~~hedge ~~costs~~accounting asto ~~they are considered~~ a ~~recovery~~greater number of ~~cost.~~highly ~~Customer~~effective ~~reimbursements~~economic ~~for~~hedges ~~prototypes~~in ~~are~~Similar ~~recorded~~Risk ~~net~~Assessment offor ~~prototype~~Cash ~~costs~~Flow ~~based on customer contracts~~Hedges, ~~typically~~Hedging ~~either~~Forecasted ~~when~~Interest ~~the~~Payments ~~prototype~~on isChoose-Your-Rate ~~shipped~~Debt orInstruments, ~~when~~Cash itFlow isHedges ~~accepted~~of byNonfinancial ~~the~~Forecasted ~~customer.~~Transactions ~~Customer~~and ~~reimbursements~~Net ~~for~~Written ~~engineering~~Options ~~services~~as ~~are~~Hedging ~~recorded~~Instruments. ~~when~~This ~~performance~~guidance ~~obligations~~is ~~are~~effective ~~satisfied~~for inannual ~~accordance~~reporting ~~with~~periods ~~the~~beginning ~~contract.~~after ~~Financial~~December ~~risks and rewards transfer upon shipment~~15, ~~acceptance of a prototype component by the customer or upon completion of the performance obligation as stated in the respective customer agreement~~2026. The Company ~~has~~is ~~various~~currently ~~customer~~evaluating ~~arrangements~~the ~~relating~~impact toof ~~R&D~~this ~~activities~~ASU ~~that~~on ~~it performs at~~ its ~~various~~financial ~~R&D locations~~statements.

~~The~~In ~~following~~December ~~table~~2025, ~~presents~~the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.” This guidance requires entities to disclose the ~~Company’s~~nature ~~gross~~of government grants, accounting principles applied, and ~~net~~significant ~~costs~~terms and conditions. This guidance is effective for annual reporting periods beginning after December 15, 2028. The Company is currently evaluating the impact of this ASU on ~~R&D~~its ~~activities:~~financial statements.

	Year Ended December 31,
(in millions)	2024		2023		2022
Gross R&D costs	$	209	$	188	$	200
Customer reimbursements	$	(97)	(80)		(96)
Net R&D costs	$	112	$	108	$	104

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” This guidance requires entities to disclose material events and changes that occur after the end of the most recent fiscal year and clarifies other disclosure requirements for interim reporting. This guidance is effective for annual reporting periods beginning after December 15, 2028. The Company is currently evaluating the impact of this ASU on its financial statements.

~~Net~~In ~~R&D~~December ~~costs~~2025, asthe FASB issued ASU 2025-12, “Codification Improvements.” This guidance updates a ~~percentage~~broad range of ~~net~~topics ~~sales~~arising ~~were~~from ~~3.3%~~technical corrections, ~~3.1%~~unintended Codification application, clarifications and 3other minor improvements.1% This guidance is effective for ~~the~~annual ~~years~~reporting ~~ended~~periods beginning after December ~~31,~~ ~~2024~~15, ~~2023~~2026. ~~and~~The ~~2022,~~ASU ~~respectively~~has no material impact on the financial statements of the Company.

NOTE ~~4 OTHER OPERATING EXPENSE (INCOME), NET~~2 ACQUISITION

~~Items~~On ~~included~~August in1, ~~Other~~2025, ~~operating~~the ~~expense~~Company acquired 100% of Swedish Electromagnet Invest AB (~~income~~SEM) for $47 million, ~~net~~comprised ~~consist~~of $15 million of: cash consideration and $32 million cash used to extinguish debt assumed through the acquisition. SEM is part of the Fuel Systems segment, and is a provider of advanced natural gas, hydrogen and other alternative fuel ignition systems, injector stators and linear position sensors.

	Year Ended December 31,
(in millions)	2024		2023		2022
Separation and transaction costs	$	31	$	80	$	31
Asset impairments	21		—		5
Restructuring	14		12		11
(Gains) losses for other one-time events	(7)		3		2
Royalty income from Former Parent	—		(17)		(31)
R&D income from Former Parent	—		(2)		(11)
Other operating income, net	(4)		(6)		(11)
Other operating expense (income), net	$	55	$	70	$	(4)

The SEM acquisition was accounted for as a business combination, with the purchase price, net of cash acquired, allocated on a preliminary basis as of August 1, 2025. The preliminary allocation of the purchase price to acquired assets and liabilities assumed, including the residual amount recognized as goodwill, is based upon estimated information and is subject to change within the measurement period. The measurement period is a period not to exceed one year from the acquisition date during which the Company may adjust estimated or provisional amounts recorded during purchase accounting if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. Measurement period adjustments are recorded in the period identified. The Company is in the process of finalizing all purchase accounting adjustments. Certain estimated values for the acquisition, including goodwill, intangible assets and deferred taxes are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuation of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

Separation and transaction costs: During the year ended December 31, 2024, the Company recorded separation and transaction costs of $31 million. Separation and transaction costs primarily relate to professional fees and other costs associated with the separation of the Company, including the management of certain historical liabilities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition:

allocated to the Company in connection with the Spin-Off. During the years ended December 31, 2023 and 2022, the Company recorded separation and transaction costs of $80 million and $31 million, respectively, primarily related to professional fees and other costs associated with the separation of the Company.


(in millions)	Initial Purchase Price Allocation
Total purchase consideration(1)	$	15

ASSETS
Cash and cash equivalents	$	6
Property, plant and equipment	5
Other intangible assets	27
Other assets	25
Total assets acquired	$	63

LIABILITIES
Long-term debt	$	33
Other liabilities	19
Total liabilities assumed	$	52

Net assets acquired	$	11
Goodwill(2)	$	4

____________

~~Asset~~1 ~~impairments:~~Total ~~During~~purchase ~~the~~consideration ~~year~~excludes ~~ended~~cash ~~December 31,~~paid ~~2024, the Company recorded impairment expense~~ of $2132 million ~~related~~used to ~~the~~extinguish ~~write~~debt ~~down~~assumed ofthrough ~~property,~~the ~~plant and equipment associated with a Fuel Systems manufacturing plant in Europe~~acquisition.2 ~~During~~Goodwill ~~the~~is ~~year~~not ~~ended~~deductible ~~December 31, 2022, the Company wound down its Aftermarket operation in Russia and recorded an impairment expense of $5 million~~ for ~~the~~tax ~~impairment of an intangible asset related to this business~~purposes.

The preliminary valuation of intangible assets consisted of the following assets subject to amortization (in millions, except weighted-average useful life):

Restructuring: For the years ended December 31, 2024, 2023, and 2022, the Company recorded $14 million, $12 million and $11 million, respectively, of restructuring costs for individually approved restructuring actions that primarily related to reductions in headcount in the Fuel Systems segment.

Fair Value

Weighted-Average Useful Life

Valuation Methodology

Key Assumptions

Customer relationships

12 years

Multi-period excess earnings

Discount rate, customer attrition rate

Patented and unpatented technology

6 years

Relief-from-royalty

Royalty rate, discount rate, obsolescence factor

~~(Gains)~~The ~~losses~~purchase ~~for~~price, ~~other~~net ~~one-time~~of ~~events:~~cash ~~For~~acquired, was allocated based on the ~~years~~estimated ~~ended~~fair ~~December 31,~~value ~~2024~~of the assets acquired and ~~2023,~~liabilities assumed at the ~~Company~~date of acquisition with the excess purchase price recorded $7as ~~million~~goodwill, all of ~~gains~~which ~~and~~was $3allocated ~~million~~to ofthe ~~losses,~~Fuel ~~respectively,~~Systems segment. The goodwill is primarily ~~due~~the toresult ~~insurance~~of ~~recoveries~~expected synergies as well as enhancing the Company’s product portfolio and ~~associated~~strategy, ~~losses~~enabling ~~related~~the Company to explore adjacent market opportunities to increase Fuel Systems sales globally. Amortization expense of purchased intangible assets is primarily recognized on a ~~supplier~~straight-line ~~fire~~basis.

~~Royalty~~NOTE ~~income~~3 REVENUE ~~from~~FROM ~~Former~~CONTRACTS ~~Parent:~~WITH The Company participated in royalty arrangements with BorgWarner businesses prior to the Spin-Off, which involved the licensing of the Delphi Technologies trade name and product-related intellectual properties. For the years ended December 31, 2023 and 2022, the Company recognized royalty income from BorgWarner businesses in the amount of $17 million and $31 million, respectively. Refer to Note 21, “Related Party," for further information.CUSTOMERS

~~R&D~~The ~~income~~Company ~~from~~manufactures ~~Former~~and ~~Parent:~~sells ~~The~~products ~~Company~~and ~~provided~~solutions, ~~application~~primarily ~~testing~~to ~~and~~OEMs ~~other~~of ~~R&D~~commercial ~~services~~vehicle, ~~for~~industrial ~~other~~applications ~~BorgWarner~~and ~~businesses~~light ~~prior~~vehicles, to certain Tier One vehicle systems suppliers and into the ~~Spin-Off~~aftermarket. ~~For~~The ~~the~~Company’s ~~years~~payment ~~ended~~terms ~~December 31,~~are ~~2023~~based on customary business practices and ~~2022,~~vary ~~the~~by ~~Company~~customer ~~recognized~~type ~~income~~and ~~related~~products tooffered. ~~these~~The ~~services~~Company ofhas $2evaluated ~~million~~the ~~and~~terms ~~$11~~of ~~million,~~its ~~respectively.~~arrangements ~~Refer~~and todetermined ~~Note~~that ~~21,~~they ~~"Related~~do ~~Party,"~~not ~~for~~contain ~~further~~significant ~~information~~financing components.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~NOTE~~In ~~5 INCOME~~limited ~~TAXES~~instances, certain customers have provided payments in advance of receiving related products, typically at the onset of an arrangement prior to the beginning of production. As of December 31, 2025, the balance of contract liabilities was $17 million, of which $7 million was reflected in Other current liabilities and $10 million was reflected as Other non-current liabilities. As of December 31, 2024, the balance of contract liabilities was $7 million, of which $3 million was reflected in Other current liabilities and $4 million was reflected as Other non-current liabilities. These amounts are reflected as revenue over the term of the arrangement (typically three to seven years) as the underlying products are shipped and represent the Company’s remaining performance obligations as of the end of the period.

~~Earnings~~The ~~before~~following ~~income~~table ~~taxes~~represents a disaggregation of revenue from contracts with customers by reportable segment and region for the ~~provision~~years ~~for~~ended ~~income~~December 31, ~~taxes~~2025, ~~are~~2024, ~~presented~~and in2023. Refer to Note 24, “Reportable Segments and Related Information” to the ~~following~~Consolidated ~~table~~Financial Statements, for more information.

	Year Ended December 31,
	Year Ended December 31, 2025
(in millions)	2024		2023		2022
(In millions)	Fuel Systems		Aftermarket		Total
Earnings before income taxes:
Americas	$	750	$	736	$	1,486
U.S.	$	5	$	(18)	$	90
Europe	895		496		1,391
Non-U.S.	182		224		257
Asia	532		74		606
Total	$	~~187~~2,177	$	~~206~~1,306	$	~~347~~3,483
Provision for income taxes:
Current:
Federal	$	13	$	22	$	28
State	—		2		1
Foreign	83		48		31
Total current expense	96		72		60
Deferred:
Federal	(9)		(14)		(12)
State	(1)		(2)		(1)
Foreign	22		48		38
Total deferred expense	12		32		25
Total provision for income taxes	$	108	$	104	$	85

The provision for income taxes resulted in an effective tax rate of approximately 58%, 50% and 24% for the years ended December 31, 2024, 2023 and 2022, respectively.


	Year Ended December 31, 2024
(In millions)	Fuel Systems		Aftermarket		Total
Americas	$	722	$	736	$	1,458
Europe	941		453		1,394
Asia	468		83		551
Total	$	2,131	$	1,272	$	3,403


	Year Ended December 31, 2023
(In millions)	Fuel Systems		Aftermarket		Total
Americas	$	744	$	744	$	1,488
Europe	1,019		406		1,425
Asia	512		75		587
Total	$	2,275	$	1,225	$	3,500

NOTE 4 RESTRUCTURING

The Company’s restructuring activities are undertaken as necessary to execute the Company’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve net cost reductions. During the year ended December 31, 2025, the Company has implemented actions as part of a strategic effort to align its legacy infrastructure with current business needs and reduce costs in response to ongoing industry headwinds. Beginning in 2025 and continuing through 2027, the Company anticipates incurring approximately $35 million in restructuring charges under these initiatives, with estimated annual savings of $25 million once fully implemented.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The ~~following~~Company’s ~~table~~restructuring ~~provides~~expenses aconsist ~~reconciliation~~primarily of ~~tax~~employee ~~expense~~termination ~~based~~benefits on(principally ~~the~~severance ~~U.S.~~and/or ~~statutory~~other ~~tax~~termination ~~rate~~benefits) toand ~~final~~other ~~tax~~costs, ~~expense~~which are primarily professional fees and costs related to equipment moves.

	Year Ended December 31,
(in millions)	2024		2023		2022
Income taxes at U.S. statutory rate of 21%	$	39	$	43	$	73
Increases (decreases) resulting from:
Valuation allowance adjustments, net	82		63		37
Net tax on remittance of foreign earnings	13		29		12
Non-deductible transaction costs	—		10		—
Changes in accounting methods and filing positions	(9)		(2)		2
U.S. tax on foreign earnings	7		12		—
Foreign rate differentials	5		(2)		3
Impact of tax law and rate changes	—		(1)		—
State taxes, net of federal benefit	—		(1)		(1)
Tax credits	(3)		(1)		(1)
Tax holidays	(5)		(6)		(8)
Enhanced research and development deductions	(9)		(8)		(9)
Reserve adjustments, settlements and claims	3		(7)		(7)
Non-taxable income	(17)		(30)		(17)
Foreign currency remeasurement	(7)		1		—
Non-deductible fines	5		—		—
Other, net	4		4		1
Provision for income taxes, as reported	$	108	$	104	$	85

The following table displays a roll forward of the restructuring liability recorded within the Company’s Consolidated Balance Sheets and the related cash flow activity:


(in millions)	Employee Termination Benefits		Other		Total
Balance, January 1, 2024	$	9	$	1	$	10
Restructuring expense	8		6		14
Cash payments	(12)		(5)		(17)
Foreign currency translation adjustment and other	—		(1)		(1)
Balance, December 31, 2024	5		1		6
Restructuring expense	11		6		17
Cash payments	(12)		(6)		(18)
Foreign currency translation adjustment and other	1		—		1
Balance, December 31, 2025	$	5	$	1	$	6
Less: Non-current restructuring liability	1		—		1
Current restructuring liability at December 31, 2025	$	4	$	1	$	5

During the years ended December 31, 2025, 2024 and 2023, the Company recorded $17 million, $14 million and $12 million of restructuring costs for individually-approved restructuring actions that primarily related to reductions in headcount in the Fuel Systems segment and aligning its legacy infrastructure with current business needs.

Estimates of restructuring expense are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals.

The Company will recognize restructuring expense associated with any future actions at the time they are approved and become probable or are incurred. Any future actions could result in significant restructuring expense and cash payments.

NOTE 5 RESEARCH AND DEVELOPMENT COSTS

The Company’s net Research & Development (R&D) costs are primarily included in Selling, general and administrative expenses of the Consolidated Statements of Operations. Customer reimbursements are netted against gross R&D costs as they are considered a recovery of cost. Customer reimbursements for prototypes are recorded net of prototype costs based on customer contracts, typically either when the prototype is shipped or when it is accepted by the customer. Customer reimbursements for engineering services are recorded when performance obligations are satisfied in accordance with the contract. Financial risks and rewards transfer upon shipment, acceptance of a prototype component by the customer or upon completion of the performance obligation as stated in the respective customer agreement. The Company has various customer arrangements relating to R&D activities that it performs at its various R&D locations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the Company’s gross and net costs on R&D activities:


	Year Ended December 31,
(in millions)	2025		2024		2023
Gross R&D costs	$	190	$	209	$	188
Customer reimbursements	(85)		(97)		(80)
Net R&D costs	$	105	$	112	$	108

Net R&D costs as a percentage of net sales were 3.0%, 3.3% and 3.1% for the years ended December 31, 2025, 2024 and 2023, respectively.

NOTE 6 OTHER OPERATING EXPENSE, NET

Items included in Other operating expense, net consist of:


	Year Ended December 31,
(in millions)	2025		2024		2023
Separation-related costs	$	43	$	31	$	80
Merger and acquisition costs	9		—		—
(Gains) losses for other one-time events	(2)		(7)		3
Asset impairment	—		21		—
Royalty income from Former Parent	—		—		(17)
R&D income from Former Parent	—		—		(2)
Other operating income, net	(4)		(4)		(6)
Other operating expense, net	$	46	$	41	$	58

Separation-related costs: During the year ended December 31, 2025, the Company recorded separation-related costs of $43 million, primarily related to a $39 million loss in connection with the settlement of separation-related claims with the Former Parent. The Company also recorded professional fees and other costs associated with the separation of $25 million, partially offset by a $21 million benefit related to indemnities related to the Tax Matters Agreement.

In the years ended December 31, 2024 and 2023, the Company recorded separation-related costs of $31 million and $80 million, respectively. Separation-related costs primarily relate to professional fees and other costs associated with the separation of the Company, including the management of certain historical liabilities allocated to the Company in connection with the Spin-Off.

Merger and acquisition costs: The Company classifies certain expenses and benefits related to certain contemplated and completed acquisition initiatives as merger and acquisition costs. Acquisition costs primarily relate to professional fees for acquisition initiatives, including the SEM acquisition.

Asset impairment: During the year ended December 31, 2024, the Company recorded impairment expense of $21 million related to the write down of property, plant and equipment associated with a Fuel Systems manufacturing plant in Europe.

Gains and losses for other one-time events: For the years ended December 31, 2025, 2024 and 2023, the Company recorded $2 million and $7 million of gains, and $3 million of losses, respectively, primarily due to insurance recoveries and associated losses related to a supplier fire.

Royalty income from Former Parent: The Company participated in royalty arrangements with the Former Parent businesses prior to the Spin-Off, which involved the licensing of the Delphi Technologies trade name and product-related intellectual properties. For the year ended December 31, 2023, the Company recognized royalty income

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

from Former Parent businesses in the amount of $17 million. Refer to Note 23, “Related Party," for further information.

R&D income from Former Parent: The Company provided application testing and other R&D services for other Former Parent businesses prior to the Spin-Off. For the year ended December 31, 2023, the Company recognized income related to these services of $2 million. Refer to Note 23, "Related Party," for further information.

NOTE 7 INCOME TAXES

Earnings before income taxes and the provision for income taxes are presented in the following table.


	Year Ended December 31,
(in millions)	2025		2024		2023
Earnings before income taxes:
U.S.	$	(99)	$	5	$	(18)
Non-U.S.	297		182		224
Total	$	198	$	187	$	206
Provision for income taxes:
Current:
Federal	$	(1)	$	13	$	22
State	2		—		2
Foreign	86		83		48
Total current expense	87		96		72
Deferred:
Federal	(9)		(9)		(14)
State	(2)		(1)		(2)
Foreign	(8)		22		48
Total deferred (benefit) expense	(19)		12		32
Total provision for income taxes	$	68	$	108	$	104

The provision for income taxes resulted in an effective tax rate of approximately 34%, 58% and 50% for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company’s tax rate is affected by the tax laws and rates of the U.S. and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance.

The Company’s effective tax rate was impacted beneficially by certain entities in China with the High and New Technology Enterprise (HNTE) status. The income tax benefit for HNTE status was approximately $56 million, $65 million and $86 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. HNTE status is granted for three-year periods, and the Company seeks to renew such status on a regular basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table provides a reconciliation of tax expense based on the U.S. statutory tax rate to final tax expense for the year ended December 31, 2025.


	Year Ended December 31, 2025
(in millions)	Total		%
US federal statutory income tax rate	$	42	21.0	%
Foreign tax effects
Brazil
Other	6		2.7	%
China
Net tax on remittance of foreign earnings	11		5.7	%

Tax holiday	(6)		(2.9)	%
Enhanced research and development deductions	(5)		(2.3)	%
Other	4		1.8	%





India
Net tax on remittance of foreign earnings	(11)		(5.7)	%

Other	2		1.3	%
Luxembourg



Changes in valuation allowances	(235)		(118.6)	%

Foreign currency remeasurement	(17)		(8.6)	%
Reversal of impairment in subsidiaries	165		83.1	%
Change to pre-Spin-Off periods and filing positions	90		45.5	%
Other	(3)		(1.7)	%



Mexico


Foreign currency remeasurement	(7)		(3.4)	%

Other	(2)		(0.9)	%















Romania
Other	6		2.9	%
United Kingdom



Change to pre-Spin-Off periods and filing positions	(11)		(5.4)	%
Other	—		(0.1)	%
Other foreign jurisdictions	1		0.7	%

Effects of cross-border tax laws	(8)		(4.0)	%
Changes in valuation allowances	13		6.6	%
Nontaxable or nondeductible items	(2)		(1.1)	%
Nondeductible separation-related costs	9		4.5	%
Changes in uncertain tax positions	26		13.2	%



Total provision for income taxes	$	68	34.3	%

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table provides a reconciliation of tax expense based on the U.S. statutory tax rate to final tax expense for the years ended December 31, 2024 and 2023.


	Year Ended December 31,
(in millions)	2024		2023
Income taxes at U.S. statutory rate of 21%	$	39	$	43
Increases (decreases) resulting from:
Valuation allowance adjustments, net	82		63
Net tax on remittance of foreign earnings	13		29
U.S. tax on foreign earnings	7		12
Foreign rate differentials	5		(2)
Non-deductible fines	5		—
Reserve adjustments, settlements and claims	3		(7)
Tax credits	(3)		(1)
Tax holidays	(5)		(6)
Foreign currency remeasurement	(7)		1
Changes in accounting methods and filing positions	(9)		(2)
Enhanced research and development deductions	(9)		(8)
Non-taxable income	(17)		(30)
Non-deductible transaction costs	—		10




Other, net	4		2
Provision for income taxes, as reported	$	108	$	104

In 2025, the Company recognized discrete tax benefits of $11 million related to unremitted earnings as a result of a favorable change in withholding tax rates and favorable provision to return adjustments of $21 million in various jurisdictions, partially offset by an increase in pre-Spin-Off and post-Spin-off uncertain tax positions of $21 million and $5 million, respectively.

In 2023, the Company recognized discrete tax benefits of $7 million, primarily due to certain unrecognized tax benefits and accrued interest related to a matter for which the statute of limitations had lapsed.

In 2022, the Company recognized a discrete tax benefit of $21 million related to an increase in its deferred tax assets as a result of an increase in the United Kingdom tax rate from 19% to 25%. This rate change was enacted in June 2021 and became effective April 2023.

The Company recognizes taxes due under the Global Intangible Low-Taxed Income (GILTI) provision as a current period expense.

6165

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A roll forward of the Company’s total gross unrecognized tax benefits is presented below:

(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Balance, January 1	$	1110	$	3511	$	6435
Additions based on tax positions related to current year	—		1—		21
Additions for tax positions of prior years	219		12		—1
Reductions for lapse in statute of limitations	(1)		—(1)		~~(14)~~—
Reductions for closure of tax audits and settlements	~~(2)~~—		(2)		(122)
Reductions for tax positions of prior years	—		~~(11)~~—		(111)
(Distributions) Acquisitions	—		~~(14)~~—		—(14)
Translation adjustment	—1		1—		~~(4)~~1
Balance, December 31	$	1029	$	1110	$	3511

The Company recognizes interest and penalties related to ~~unrecognized~~uncertain tax ~~benefits~~positions in income tax expense and accrued approximately $14 million, $6 million and $4 million for the payment of interest and penalties at December 31, 2025, 2024 and 2023, respectively. The Company recognized expense related to interest and penalties of $8 million, $2 million and $1 million for the years ended December 31, ~~2024~~2025, 2024 and 2023, respectively.

As of December 31, ~~2024~~2025, approximately $1543 million represents the amount that, if recognized, would affect the Company's effective income tax rate in future periods.

The Company ~~estimates~~and/or ~~that~~one itof isits ~~reasonably~~subsidiaries ~~possible~~file ~~there~~income ~~could~~tax bereturns ain ~~decrease~~the ofU.S. ~~approximately~~federal, $9various ~~million~~state jurisdictions and various foreign jurisdictions. In certain tax jurisdictions, the Company may have more than one taxpayer. The PHINIA U.S. group filed its first U.S. federal return for the tax year 2023 in ~~unrecognized~~2024; therefore, tax ~~benefits~~years 2023 and ~~interest~~2024 inare the ~~next~~only 12open ~~months~~periods ~~related~~subject to ~~the~~Internal ~~closure~~Revenue ofService an(IRS) audit. ~~and~~The ~~the~~Company ~~lapse~~is inno ~~statute~~longer ofsubject ~~limitations~~to ~~subsequent~~income totax ~~the~~examinations ~~reporting~~by ~~period~~tax ~~from~~authorities ~~certain~~in ~~taxing~~its major tax jurisdictions. as follows:

The Company and/or one of its subsidiaries file income tax returns in the U.S. federal, various state jurisdictions and various foreign jurisdictions. In certain tax jurisdictions, the Company may have more than one taxpayer. The PHINIA U.S. group filed its first U.S. federal return for the tax year 2023 in 2024; therefore, tax year 2023 is the only open period subject to Internal Revenue Service (IRS) audit. The Company is no longer subject to income tax examinations by tax authorities in its major tax jurisdictions as follows:

Tax jurisdiction

Years no longer subject to audit

Tax jurisdiction

Years no longer subject to audit

United Kingdom

2021 and prior

Turkey

2019 and prior

Mexico

2017 and prior

Luxembourg

2020 and prior

China

2018 and prior

Poland

2020 and prior

France

2020 and prior

Romania

2019 and prior

Tax jurisdiction

Years no longer subject to audit

Tax jurisdiction

Years no longer subject to audit

United Kingdom

2019 and prior

Turkey

2018 and prior

Mexico

2017 and prior

Luxembourg

2017 and prior

China

2018 and prior

Poland

2019 and prior

France

2020 and prior

Romania

2018 and prior

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of deferred tax assets and liabilities consist of the following:

	December 31,
(in millions)	~~2024~~2025		~~2023~~2024
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	357	$	252
Interest limitation carryforwards	$	214	$	188
Interest limitation carryforwards	188		188
Net operating loss and capital loss carryforwards	167		357
Accrued expenses	21		24
Pension	47		29
Pension	29		35
Accrued expenses	34		21
Employee compensation	1519		1215
Warranty	912		119
Other	4557		4645
Total deferred tax assets	$550	~~664~~	$664	~~568~~
Valuation allowances	(~~552~~401)		(~~413~~552)
Net deferred tax asset	$	~~112~~149	$	~~155~~112
Deferred tax liabilities:
Goodwill and intangible assets	$	(34)	$	(51)
Unremitted foreign earnings	$	(46)	$	(51)
Unremitted foreign earnings	(51)		(50)
Goodwill and intangible assets	(40)		(34)
Unrealized gain on equity securities	—		(4)
Fixed assets	(30)		(28)
Fixed assets	(28)		(15)
Other	(24)		(10)
Other	(10)		(29)
Total deferred tax liabilities	(140)		(123)
Total deferred tax liabilities	(123)		(149)
Net deferred taxes	$	9	$	(11)
Net deferred taxes	$	(11)	$	6

As of December 31, ~~2024~~2025, certain non-U.S. operations had net operating loss carryforwards totaling $~~1.4~~652 ~~billion~~million, available to offset future taxable income. These carryforwards are subject to expiration at various dates from 2026 through 2044. The Company has a valuation allowance against $~~1.4~~641 ~~billion~~million of these non-U.S. net operating loss carryforwards.

The Company reviews the likelihood that the benefit of its deferred tax assets will be realized and, therefore, the need for valuation allowances on a quarterly basis. The Company assesses existing deferred tax assets, net operating loss carryforwards, and tax credit carryforwards by jurisdiction and expectations of its ability to utilize these tax attributes through a review of past, current, and estimated future taxable income and tax planning strategies. If, based upon the weight of available evidence, it is more-likely-than-not the deferred tax assets will not be realized, a valuation allowance is recorded. Due to recent restructurings, the Company concluded that the weight of the negative evidence outweighs the positive evidence in certain foreign jurisdictions. As a result, the Company believes it is more-likely-than-not that the net deferred tax assets in certain foreign jurisdictions that include entities in Luxembourg, Poland, and certain deferred tax assets in the United Kingdom will not be realized in the future.

6367

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table represents a summary of the valuation allowances against deferred tax assets as of and for the three years December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023:

(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Beginning balance, January 1	$	~~413~~552	$	~~478~~413	$	~~466~~478
Establishment of new allowances1	2213		322		—3
Net change to existing allowances2	6010		60		3760
Opening balance sheet equity/other3	—		~~(110)~~—		—(110)
Foreign currency translation	~~(29)~~69		(1829)		(2518)
Changes in accounting methods and filing positions4	86(243)		—86		—
Ending balance, December 31	$	~~552~~401	$	~~413~~552	$	~~478~~413

_____________________________

1 Reflects valuation allowances initially established as a result of a change in management’s judgment regarding the realizability of deferred tax assets.

2 Reflects movements in previously established valuation allowances, which increase or decrease as the related deferred tax assets increase or decrease. Such movements occur as a result of a change in management’s judgment regarding previously established valuation allowances, remeasurement due to a tax rate change and changes in the underlying attributes of the deferred tax assets, including expiration of the attribute and reversal of the temporary difference that gave rise to the deferred tax asset.

3 Reflects movements in previously established valuation allowances primarily recorded to equity as result of the Spin-off from the Former Parent in 2023.

~~4Reflects~~4 Reflects movements that have a disclosure-only impact as they are offset by corresponding movements in deferred tax assets.

As of December 31, ~~2024~~2025, the Company recorded deferred tax liabilities of $5146 million with respect to foreign unremitted earnings. The Company did not provide deferred tax liabilities with respect to certain book versus tax basis differences not represented by undistributed earnings of approximately $~~392~~430 million as of December 31, ~~2024~~2025, because the Company continues to assert indefinite reinvestment of these basis differences. These basis differences would become taxable upon the sale or liquidation of the foreign subsidiaries. Based on the Company's structure, it is impracticable to determine the unrecognized deferred tax liability on these earnings. Actual tax liability, if any, would be dependent on circumstances existing when a repatriation, sale, or liquidation occurs.

6468

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~NOTE~~The ~~6 RECEIVABLES~~following is a summary of cash paid for taxes during the year ended December 31, ~~NET~~2025.

The table below provides details of receivables as of December 31, 2024 and 2023:


(in millions)	2025
Federal income tax	$	(8)
State income tax	1
Foreign Income tax
China	13
United Kingdom	10
Poland	7
France	7
Romania	7
India	6
Mexico	6
Turkey	5
Brazil	3
Other Foreign Jurisdictions	4
Total income taxes paid, net	$	61

	December 31,
(in millions)	2024		2023
Receivables, net:
Customers	$	574	$	658
Indirect taxes	119		167
Due from Former Parent	80		159
Other	53		44
Gross receivables	826		1,028
Allowance for credit losses	(9)		(11)
Total receivables, net	$	817	$	1,017

NOTE 8 RECEIVABLES, NET

The table below ~~summarizes~~provides ~~the~~details ~~activity~~of inreceivables ~~the~~as ~~allowance~~of ~~for credit losses for the years ended~~ December 31, ~~2024,~~2025 ~~2023~~ and ~~2022~~2024:

(in millions)	2024		2023		2022
	December 31,
Beginning balance, January 1	$	(11)	$	(7)	$	(4)
(in millions)	2025		2024
Provision	(1)		(8)		(4)
Receivables, net:
Write-offs	3		4		—
Customers	$	621	$	574
Translation adjustment and other	—		—		1
Indirect taxes	90		119
Ending balance, December 31	$	(9)	$	(11)	$	(7)
Due from Former Parent	51		80
Other	49		53
Gross receivables	811		826
Allowance for credit losses	(7)		(9)
Total receivables, net	$	804	$	817

The table below summarizes the activity in the allowance for credit losses for the years ended December 31, 2025, 2024 and 2023:



(in millions)	2025		2024		2023
Beginning balance, January 1	$	(9)	$	(11)	$	(7)
Provision	—		(1)		(8)
Write-offs	2		3		4


Ending balance, December 31	$	(7)	$	(9)	$	(11)

Factoring

The Company has arrangements with various financial institutions to sell eligible trade receivables from certain customers in North America and Europe. These arrangements can be terminated at any time subject to prior written notice. The receivables under these arrangements are sold without recourse toby the Company and are, therefore, accounted for as true sales. During the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, the Company sold $~~122~~162 million, $~~152~~122 million and $~~142~~152 million of receivables, respectively, under these arrangements. Additionally, during the ~~same periods, expenses of $6 million, $9 million and $5 million, respectively, were recognized within interest expense.~~

~~NOTE 7 INVENTORIES~~69

	December 31,
(in millions)	2024		2023
Raw material and supplies	$	234	$	286
Work-in-progress	40		46
Finished goods	170		155
Inventories	$	444	$	487

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~NOTE~~same ~~8 OTHER~~periods, ~~CURRENT~~expenses ~~AND~~of ~~NON-CURRENT~~$6 ~~ASSETS~~million, $6 million and $9 million, respectively, were recognized within interest expense.

	December 31,
(in millions)	2024		2023
Prepayments and other current assets:
Prepaid taxes	$	32	$	26
Prepaid engineering	19		3
Prepaid customer tooling	14		3
Prepaid software	10		5
Customer return assets	8		8
Prepaid insurance	4		3
Other	9		10
Total prepayments and other current assets	$	96	$	58
Investments and long-term receivables:
Long-term receivables	$	52	$	46
Investment in equity affiliates	51		48
Investment in equity securities	5		4
Due from Former Parent	3		17
Total investments and long-term receivables	$	111	$	115
Other non-current assets:
Operating leases (Note 19)	$	54	$	63
Deferred income taxes (Note 5)	43		61
Customer incentive payments	9		10
Other	22		28
Total other non-current assets	$	128	$	162

NOTE 9 INVENTORIES

A summary of Inventories is presented below:

NOTE 9 PROPERTY, PLANT AND EQUIPMENT, NET


	December 31,
(in millions)	2025		2024
Raw material and supplies	$	238	$	234
Work-in-progress	47		40
Finished goods	188		170
Inventories	$	473	$	444

~~Property,~~NOTE ~~plant~~10 OTHER ~~and~~CURRENT ~~equipment,~~AND ~~net~~NON-CURRENT ~~is stated at cost less accumulated depreciation and amortization, and consisted of:~~ASSETS

	December 31,
(in millions)	~~2024~~2025		~~2023~~2024
Land, land use rights and buildings	$	236	$	250
Prepayments and other current assets:
Machinery and equipment	1,035		1,031
Prepaid taxes	$	35	$	32
Finance lease assets	2		—
Prepaid engineering	27		19
Construction in progress	84		79
Prepaid customer tooling	23		14
Total property, plant and equipment, gross	1,357		1,360
Prepaid software	12		10
Less: accumulated depreciation	545		481
Customer return assets	9		8
Property, plant and equipment, net, excluding tooling	812		879
Derivative instruments	5		—
Tooling, net of amortization	31		42
Prepaid insurance	4		4
Property, plant and equipment, net	$	843	$	921
Other	11		9
Total prepayments and other current assets	$	126	$	96
Investments and long-term receivables:
Long-term receivables	$	63	$	52
Investment in equity affiliates	60		51
Due from Former Parent	17		3
Investment in equity securities	5		5
Total investments and long-term receivables	$	145	$	111
Other non-current assets:
Deferred income taxes (see Note 7)	$	61	$	43
Operating leases (see Note 21)	48		54
Customer incentive payments	10		9
Other	8		22
Total other non-current assets	$	127	$	128

6670

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 1011 ~~GOODWILL~~PROPERTY, PLANT AND ~~OTHER~~EQUIPMENT, ~~INTANGIBLES~~NET

~~The Company’s goodwill is tested for impairment annually in the fourth quarter for all reporting units~~Property, ~~and~~plant more frequently if events or circumstances warrant such a review. The Company performed quantitative impairment testing during the fourth quarter of 2024. The estimated fair value was determined using a combined income and ~~market~~equipment, ~~approach.~~net ~~The market approach~~ is ~~based~~stated onat ~~market~~cost ~~multiples~~less ~~(revenue~~accumulated ~~and “EBITDA”, defined as earnings before interest, taxes,~~ depreciation and amortization), and ~~requires~~consisted ~~an estimate~~ of appropriate multiples based on market data for comparable companies. The market valuation models and other financial ratios used by the Company require certain assumptions and estimates regarding the applicability of those models to the Company’s facts and circumstances.:

The Company believes the assumptions and estimates used to determine the estimated fair value are reasonable. Different assumptions could materially affect the estimated fair value. The primary assumptions affecting the Company’s 2024 goodwill quantitative impairment review are as follows:


	December 31,
(in millions)	2025		2024
Land, land use rights and buildings	$	258	$	236
Machinery and equipment	1,158		1,035
Finance lease assets	4		2
Construction in progress	93		84
Total property, plant and equipment, gross, excluding tooling	1,513		1,357
Less: accumulated depreciation	673		545
Property, plant and equipment, net, excluding tooling	840		812
Tooling, net of amortization	36		31
Property, plant and equipment, net	$	876	$	843

~~•Discount~~NOTE ~~rates:~~12 GOODWILL ~~The~~AND ~~Company~~OTHER ~~used weighted average cost of capital (“WACC”) as the discount rates for future cash flows. The WACC is intended to represent a rate of return that would be expected by a market participant.~~INTANGIBLES

The Company’s goodwill is tested for impairment annually in the fourth quarter for all reporting units, and more frequently if events or circumstances warrant such a review. The Company performed quantitative impairment testing during the fourth quarter of 2025. The estimated fair value was determined using a combined income and market approach. The market approach is based on market multiples (revenue and “EBITDA”, defined as earnings before interest, taxes, depreciation and amortization) and requires an estimate of appropriate multiples based on market data for comparable companies. The market valuation models and other financial ratios used by the Company require certain assumptions and estimates regarding the applicability of those models to the Company’s facts and circumstances.

The Company believes the assumptions and estimates used to determine the estimated fair value are reasonable. Different assumptions could materially affect the estimated fair value. The primary assumptions affecting the Company’s 2025 goodwill quantitative impairment review are as follows:

•Discount rates: The Company used weighted average cost of capital (WACC) as the discount rates for future cash flows. The WACC is intended to represent a rate of return that would be expected by a market participant.

•EBITDA margins: The Company used historical and expected EBITDA margins, which may vary based on the projections of the reporting unit being evaluated.

•Revenue growth rates: The Company used a global automotive market industry growth rate forecast adjusted to estimate its own market participation for product lines.

•Market multiples: The Company used appropriate multiples based on market data for comparable companies.

In addition to the above primary assumptions, the Company notes the following risks to volume and operating income assumptions that could have an impact on the discounted cash flow models:

•The automotive industry is cyclical, and the Company’s results of operations could be adversely affected by industry downturns.

•The automotive industry is evolving, and if the Company does not respond appropriately, its results of operations could be adversely affected.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•The Company is dependent on market segments that use its key products and could be affected by decreasing demand in those segments.

•The Company is subject to risks related to international operations.

The results of the impairment testing performed indicated that the estimated fair value of the Fuel Systems and Aftermarket reporting units exceeded their carrying values by considerable amounts. It was determined that the estimated fair value of each reporting unit exceeded its respective carrying value and as such, the Company’s goodwill was not considered impaired as of the fourth quarter of ~~2024~~2025.

Future changes in the judgments, assumptions and estimates from those used in acquisition-related valuations and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect the Company’s financial statements in any given year.

A summary of the changes in the carrying amount of goodwill is presented in the following tables. The Company has determined that each of the reportable segments is also a reporting unit. Refer to Note 2224, “Reportable Segments and Related Information” for more information.


	2025				2024
(in millions)	Fuel Systems		Aftermarket		Fuel Systems		Aftermarket
Gross goodwill balance, January 1	$	60	$	524	$	61	$	551
Accumulated impairment losses, January 1	—		(113)		—		(113)
Net goodwill balance, January 1	$	60	$	411	$	61	$	438
Goodwill during the year:
Acquisition (see Note 2)	4		—		—		—
Translation adjustment and other	7		27		(1)		(27)
Net goodwill balance, December 31	$	71	$	438	$	60	$	411

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2024				2023
(in millions)	Fuel Systems		Aftermarket		Fuel Systems		Aftermarket
Gross goodwill balance, January 1	$	61	$	551	$	58	$	545
Accumulated impairment losses, January 1	—		(113)		—		(113)
Net goodwill balance, January 1	$	61	$	438	$	58	$	432
Goodwill during the year:
Translation adjustment and other	(1)		(27)		3		6
Net goodwill balance, December 31	$	60	$	411	$	61	$	438

The Company’s other intangible assets, primarily from acquisitions, consist of the following:

December 31, 2024

December 31, 2023

December 31, 2025

December 31, 2024

(in millions)

Estimated useful lives (years)

Gross carrying amount

Accumulated amortization

Net carrying amount

Gross carrying amount

Accumulated amortization

Net carrying amount

Amortized intangible assets:

Patented and unpatented technology

146 - 15

~~144~~164

5166

9398

~~149~~144

4151

~~108~~93

Customer relationships

1412 - 15

~~259~~291

~~118~~141

~~141~~150

~~268~~259

~~104~~118

~~164~~141

Total amortized intangible assets

~~403~~455

~~169~~207

~~234~~248

~~417~~403

~~145~~169

~~272~~234

Unamortized trade names

~~140~~150

—

~~140~~150

~~145~~140

—

~~145~~140

Total other intangible assets

~~543~~605

~~169~~207

~~374~~398

~~562~~543

~~145~~169

~~417~~374

Amortization of other intangible assets was $28 30 million for ~~each of~~ the ~~years~~year ended December 31, ~~2024~~2025, ~~2023~~and $28 million for each of the years ended 2024 and ~~2022~~2023. The Company utilizes the straight-line method of amortization recognized over the estimated useful lives of the assets. The estimated future annual amortization expense, primarily for acquired intangible assets, is $2732 million for each of the years ~~2025~~2026 through 2029, $31 million for 2030 and $9989 million thereafter.

~~A roll forward of the gross carrying amounts and related accumulated amortization of the Company’s other intangible assets is presented below:~~72

	Gross carrying amounts				Accumulated amortization
(in millions)	2024		2023		2024		2023
Beginning balance, January 1	$	562	$	547	$	145	$	115
Amortization	—		—		28		28
Translation adjustment	(19)		15		(4)		2
Ending balance, December 31	$	543	$	562	$	169	$	145

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~NOTE~~A ~~11 PRODUCT~~roll ~~WARRANTY~~forward of the gross carrying amounts and related accumulated amortization of the Company’s other intangible assets is presented below:

The Company provides warranties on some, but not all, of its products. The warranty terms are typically from one to three years. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and industry developments and recoveries from third parties. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty claims. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of the Company’s warranty accrual at the time the Company believes it is probable that a loss will be incurred and the amount can be reasonably estimated. See Note 18, “Contingencies”, for further discussion on the Company’s quarterly process for accruals relating to commercial and legal matters. Management believes that the warranty accrual is appropriate; however, in certain cases, initial customer claims exceed the amount accrued. Facts may become known related to these claims that may result in additional losses that could be material to the Company’s results of operations or cash flows. The Company’s warranty provisions are primarily included in Cost of sales in the Consolidated Statements of Operations. The product warranty accrual is allocated to current and non-current liabilities in the Consolidated Balance Sheets.

Gross carrying amounts

Filing Compare · PHINIA INC.