PHINIA Inc.

    PHIN ·NYSE ·Motor Vehicle Parts & Accessories ·Inc. in DE
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    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 aerospace 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)202520242023
    Fuel Systems$2,320 $2,275 $2,417 
    Aftermarket1,306 1,282 1,231 
    Inter-segment eliminations(143)(154)(148)
    Net sales$3,483 $3,403 $3,500 
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    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 $256 million, $224 million, and $228 million for the years ended December 31, 2025, 2024 and 2023, respectively.
    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. 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 24, “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, 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 ventureProductsYear organizedPercentage
    owned by the
    Company    		Location of
    operation    		Joint venture partner
    Delphi-TVS Diesel Systems LtdDiesel fuel injection equipment200152.5%IndiaCheema TVS Industrial Ventures Private Limited
    Financial Information About Geographic Areas
    The Company has a global presence. During the year ended December 31, 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 24, “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, 2025, approximately 35% of the Company’s net sales were for Service (OES and IAM), approximately 25% were for light passenger vehicle applications, approximately 19% were for light commercial vehicle applications, approximately 15% were for medium and heavy duty commercial vehicle applications, and 6% for off-highway, industrial and other markets.
    During the year ended December 31, 2025, approximately 16% of the Company’s net sales were gasoline fuel systems for light passenger vehicle applications and approximately 12% were diesel fuel systems for medium and heavy duty commercial vehicle applications.
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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

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

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    From 10-Q filed 2026-07-30 (period ending 2026-06-30).

    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    INTRODUCTION
    PHINIA is a diversified industrial supplier and global leader in the development of fuel systems, electrical systems, and aftermarket solutions, with a strong portfolio of trusted brands that includes DELPHI®, DELCO REMY®, and HARTRIDGE™. With over 100 years of manufacturing expertise and industry relationships, PHINIA has approximately 12,500 talented employees and over 40 locations in 20 countries and is headquartered in Auburn Hills, Michigan, USA. PHINIA systems and solutions are designed to keep combustion engines operating at peak performance across a variety of applications: medium- and heavy-duty commercial vehicle (on-road vehicles used for commercial transport classified class 4–8, 14,001 pounds or heavier); light commercial vehicle (on-road vehicles used for commercial transport classified class 1–3, 14,000 pounds or lighter); light passenger vehicles (on-road vehicles used primarily for carrying passengers); and off-highway, industrial, and other (including construction and agricultural machinery, vocational vehicles, marine, industrial applications, power generation, and aerospace and defense). PHINIA’s service solutions include vehicle repair and replacement parts, offering both new and remanufactured products through the original equipment manufacturer dealer network and the independent aftermarket channel.

    Acquisition of Swedish Electromagnet Invest AB (SEM)
    On August 1, 2025, PHINIA completed the acquisition of SEM, a provider of advanced natural gas, hydrogen and other alternative fuel ignition systems, injector stators and linear position sensors, for $46 million, comprised of $14 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
    The global economy continues to grapple with semi-conductor shortages, supply chain disruptions, and economic and geopolitical tensions. These factors have affected and may continue to affect production, pricing, and consumer demand. In addition, evolving trade restrictions, including export controls, and increases in tariffs could have a material impact on our business, financial condition, or results of operations, including increasing our input costs and decreasing the demand for our products. Although the nature of these trade restrictions and tariffs continue to change, they increase the risk for elevated inflation more generally, which may drive and has driven an increase in our other input costs.

    Trade Policy and Tariffs

    As of June 30, 2026, we expect to receive tariff reimbursements from the federal government related to the International Emergency Economic Powers Act (IEEPA) and tariff rulings from the United States Supreme Court and the Court of International Trade. Although we have started to receive reimbursements for certain claims, the ultimate timing of collection is uncertain and subject to changes in trade policy. The tariff environment remains highly dynamic, and the specific tariffs applicable to goods imported continue to evolve, including with respect to the U.S.-Mexico-Canada Agreement, which is currently under trilateral review.

    Outlook
    We expect improved earnings and cash generation in 2026 as compared to 2025, as we expect foreign currency, operational efficiencies, and share gains to more than offset a softening original equipment (OE) market. Continued economic and geopolitical uncertainty is expected to continue to impact light vehicle (LV) volumes, which are expected to decline by mid-single digit percentages in our key markets. Commercial vehicle (CV) volumes are now expected to decline by low-single digit percentages in our key markets. Assuming constant foreign exchange rates and excluding sales from acquisitions, we expect a modest increase in sales. Additionally, we expect to continue to be impacted by other macroeconomic
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    challenges in the second half of 2026, which may include but are not limited to elevated inflation, supply chain constraints, market volatility, higher tariffs (particularly in Mexico and China), evolving trade restrictions, government shutdowns, geopolitical tensions, and changes in international trade relations.
    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 support its product leadership and growth strategies. There are several trends that are driving the Company’s long-term growth that management expects to continue, including 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, adoption of additional product offerings enabling lower-carbon fuel solutions for combustion vehicles, and continued 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.
    Use of Non-GAAP Financial Measures
    This Form 10-Q 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-Q. The reconciliations include all information reasonably available to the Company at the date of this Form 10-Q 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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    RESULTS OF OPERATIONS
    Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025
    The following table presents a summary of the Company’s operating results:
    Three Months Ended June 30,
    (in millions)20262025
    Net sales% of net sales% of net sales
    Fuel Systems$610 64.9 %$592 66.5 %
    Aftermarket356 37.9 %334 37.5 %
    Inter-segment eliminations(26)(2.8)%(36)(4.0)%
    Total net sales940 100.0 %890 100.0 %
    Cost of sales724 77.0 %693 77.9 %
    Gross profit216 23.0 %197 22.1 %
    Selling, general and administrative expenses128 13.6 %112 12.6 %
    Restructuring expense8 0.9 %2 0.2 %
    Other operating income, net— — %(6)(0.7)%
    Operating income80 8.5 %89 10.0 %
    Equity in affiliates’ earnings, net of tax(4)(0.4)%(4)(0.4)%
    Interest income(2)(0.2)%(4)(0.4)%
    Interest expense21 2.2 %21 2.3 %
    Other postretirement (income) expense, net(2)(0.2)%1 0.1 %
    Earnings before income taxes67 7.1 %75 8.4 %
    Provision for income taxes27 2.9 %29 3.3 %
    Net earnings$40 4.2 %$46 5.1 %
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    Net sales and Cost of sales
    Net sales for the three months ended June 30, 2026 totaled $940 million, an increase of $50 million, or 6%, compared to the three months ended June 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $724 million and 77%, respectively, during the three months ended June 30, 2026, compared to $693 million and 78%, respectively, during the three months ended June 30, 2025. The change in net sales, cost of sales, and gross profit for the three months ended June 30, 2026 was primarily driven by the impacts below.
    (in millions)Net SalesCost of SalesGross Profit
    Three Months Ended June 30, 2025$890 $693 $197 
    Volume and mix15 18 (3)
    Customer pricing3 — 3 
    Supplier costs— (9)9 
    Tariff cost and recovery1
    		(7)(18)11 
    Employee costs— 7 (7)
    SEM Acquisition18 13 5 
    Foreign currency and other21 20 1 
    Three Months Ended June 30, 2026$940 $724 $216 
    ______________
    Selling, general and administrative expenses (SG&A)
    SG&A for the three months ended June 30, 2026 was $128 million as compared to $112 million for the three months ended June 30, 2025. SG&A as a percentage of net sales was 14% for the three months ended June 30, 2026, compared to 13% for the three months ended June 30, 2025. SG&A expenses increased period-over-period, primarily attributable to increased employee costs, including stock-based compensation, as well as foreign currency exchange impacts and professional fees.
    Three Months Ended June 30,
    (in millions)20262025Change ($)
    Employee costs$47 $40 $7 
    Research & development33 30 3 
    Amortization of acquisition-related intangibles8 7 1 
    Information technology5 7 (2)
    Other35 28 7 
    Selling, general and administrative expenses$128 $112 $16 

    Restructuring expense
    Restructuring expense was $8 million and $2 million for the three months ended June 30, 2026 and 2025, respectively. See Note 4, “Restructuring”, for further discussion.
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    Other operating income, net
    Other operating income, net was de minimis compared to income of $6 million for the three months ended June 30, 2026 and 2025. The change in other operating income, net was primarily driven by a decrease in separation-related benefits. Other operating income, net was comprised of the following:
    Three Months Ended June 30,
    (in millions)20262025Change ($)
    Separation-related benefits$(1)$(6)$5 
    Merger and acquisition expense2 2 — 
    Other operating income, net(1)(2)1 
    Other operating income, net$— $(6)$6 
    Equity in affiliates’ earnings, net of tax
    Equity in affiliates’ earnings, net of tax was $4 million in the three months ended June 30, 2026 and 2025. This line item is driven by the results of the Company’s unconsolidated joint venture.
    Interest income
    Interest income was $2 million and $4 million in the three months ended June 30, 2026 and 2025, respectively. The interest income is primarily related to interest earned on funds held in money market, local overnight deposits, and short term investments.
    Interest expense
    Interest expense was $21 million in the three months ended June 30, 2026 and 2025.
    Provision for income taxes
    Provision for income taxes was $27 million for the three months ended June 30, 2026, resulting in an effective tax rate of 40%. This is compared to $29 million, or 39%, for the three months ended June 30, 2025. The effective tax rates for the respective periods were comparable to one another.

    For further details, see Note 7, “Income Taxes,” to the Condensed Consolidated Financial Statements for the three months ended June 30, 2026 and 2025.
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    Net earnings per diluted share and adjusted net earnings per diluted share
    The Company’s net earnings per diluted share was $1.05 and $1.14 for the three months ended June 30, 2026 and 2025, respectively. The Company’s adjusted net earnings per diluted share was $1.53 and $1.27 for the three months ended June 30, 2026 and 2025, 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.
    The following table provides a reconciliation of net earnings per diluted share to adjusted net earnings per diluted share:
    Three Months Ended June 30,
    20262025
    Net earnings per diluted share$1.05 $1.14 
    Amortization of acquisition-related intangibles0.21 0.18 
    Restructuring expense0.21 0.05 
    Merger and acquisition expense0.05 0.05 
    Separation-related benefits(0.02)(0.15)
    Tax effects and adjustments0.03 — 
    Adjusted net earnings per diluted share$1.53 $1.27 
    Results by Reportable Segment for the three months ended June 30, 2026 and 2025
    The Company’s business is comprised of 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.
    Segment 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 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 $28 million and $25 million for the three months ended June 30, 2026 and 2025, respectively. The increase in corporate expenses was primarily related to employee compensation, mainly driven by the addition of a third tranche of performance stock units under the Company's stock incentive plan and increased performance-based incentive compensation.
    Refer to Note 21, “Reportable Segments and Related Information” to the Condensed Consolidated Financial Statements, for more information.
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    The following table presents Net sales and Segment AOI for the Company’s reportable segments:
    Three Months Ended June 30,
    20262025
    (in millions)Net Sales to CustomersSegment AOI% MarginNet Sales to CustomersSegment AOI% Margin
    Fuel Systems$584 $64 11.0 %$556 $62 11.2 %
    Aftermarket356 61 17.1 %334 57 17.1 %
    Totals$940 $125 $890 $119 
    The following table presents the year-over-year change in net sales and Segment AOI for the Company’s reportable segments for the three months ended:
    Fuel SystemsAftermarket
    (in millions)Net salesSegment AOINet salesSegment AOI
    June 30, 2025$556 $62 $334 $57 
    Core business drivers3 (2)15 1 
    Tariff cost and recovery(5)2 (2)9 
    SEM acquisition18 3 — — 
    Foreign currency, SG&A and all other12 (1)9 (6)
    June 30, 2026$584 $64 $356 $61 
    Fuel Systems segment adjusted operating margin was 11.0% for the three months ended June 30, 2026, compared to 11.2% for the three months ended June 30, 2025. The decrease was primarily due to unfavorable product mix in Asia, partially offset by the timing of tariff recoveries and the SEM acquisition.
    Aftermarket segment adjusted operating margin was 17.1% for the three months ended June 30, 2026, which was comparable to the three months ended June 30, 2025.

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    RESULTS OF OPERATIONS
    Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025
    The following table presents a summary of the Company’s operating results:
    Six Months Ended June 30,
    (in millions)20262025
    Net sales% of net sales% of net sales
    Fuel Systems$1,192 65.5 %$1,121 66.4 %
    Aftermarket685 37.7 %640 38.0 %
    Inter-segment eliminations(59)(3.2)%(75)(4.4)%
    Total net sales1,818 100.0 %1,686 100.0 %
    Cost of sales1,414 77.8 %1,317 78.1 %
    Gross profit404 22.2 %369 21.9 %
    Selling, general and administrative expenses243 13.4 %219 13.0 %
    Restructuring expense11 0.5 %7 0.4 %
    Other operating expense (income), net1 0.1 %(8)(0.5)%
    Operating income149 8.2 %151 9.0 %
    Equity in affiliates’ earnings, net of tax(9)(0.5)%(8)(0.5)%
    Interest income(4)(0.2)%(8)(0.5)%
    Interest expense41 2.3 %40 2.4 %
    Other postretirement (income) expense, net(3)(0.2)%2 0.1 %
    Earnings before income taxes124 6.8 %125 7.5 %
    Provision for income taxes47 2.6 %53 3.1 %
    Net earnings$77 4.2 %$72 4.4 %
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    Net sales and Cost of sales
    Net sales for the six months ended June 30, 2026 totaled $1,818 million, an increase of $132 million, or 8%, compared to the six months ended June 30, 2025. Cost of sales and cost of sales as a percentage of net sales were $1,414 million and 78%, respectively, during the six months ended June 30, 2026, compared to $1,317 million and 78%, respectively, during the six months ended June 30, 2025. The change in net sales and cost of sales for the six months ended June 30, 2026 was primarily driven by the impacts below.
    (in millions)Net SalesCost of SalesGross Profit
    Six Months Ended June 30, 2025$1,686 

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    Held by

    holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

    Holder Type ETF MF Position ($) % of holder Δ % of holder Holder AUM

    Recent insider activity

    Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 2 transactions across 2 insiders. Net: -3,477 shares, -$284,189.

    Date Insider Role Action Shares Price Value
    2026-06-10 Pombier Samantha Vice President and Controller Sell -2,227 $82.36 -$183,427
    2026-06-10 Coetzee Michael VP and GM Fuel Syst. Americas Sell -1,250 $80.61 -$100,762

    Source: SEC Form 4 filings.

    Next expected filings

    • ~2026-10-25 10-Q expected by 2026-11-04 (in 74 days)
    • ~2027-02-04 10-K expected by 2027-02-20 (in 176 days)
    • ~2027-04-27 10-Q expected by 2027-05-07 (in 258 days)
    • ~2027-07-27 10-Q expected by 2027-08-06 (in 349 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-07-30 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-07-30 10-Q Quarterly Report
    • 2026-04-30 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-04-30 10-Q Quarterly Report
    • 2026-04-09 DEF 14A Proxy Statement
    • 2026-02-12 10-K Annual Report
    • 2026-02-12 8-K/A Changes in Auditor
    • 2026-02-12 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-11-03 8-K Changes in Auditor; Financial Statements and Exhibits
    • 2025-10-28 10-Q Quarterly Report
    • 2025-10-28 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-10-21 8-K Material Agreement Entered
    • 2025-07-24 10-Q Quarterly Report
    • 2025-07-24 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-04-25 10-Q Quarterly Report