phin-20260331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026


☐			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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of April 23, 2026, the registrant had 37,020,558 shares of common stock outstanding.

PHINIA INC.

FORM 10-Q

THREE MONTHS ENDED MARCH 31, 2026

INDEX


			Page No.
PART I. Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of March 3 1 , 202 6 and December 31, 202 5 (Unaudited)			1

Condensed Consolidated Statements of Operations for the three months ended March 3 1 , 202 6 and 202 5 (Unaudited)			2

Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31 , 202 6 and 202 5 (Unaudited)			3

Condensed Consolidated Statements of Cash Flows for the three months ended M arch 3 1 , 202 6 and 202 5 (Unaudited)			4

Notes to Condensed Consolidated Financial Statements (Unaudited)			5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27

Item 3. Quantitative and Qualitative Disclosures About Market Risk			33

Item 4. Controls and Procedures			34

PART II. Other Information

Item 1. Legal Proceedings			35

Item 1A. Risk Factors			35

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			35





Item 5. Other Information			36

Item 6. Exhibits			37

SIGNATURES			38

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PHINIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	March 31, 2026		December 31, 2025
ASSETS
Cash and cash equivalents	$	328	$	359
Receivables, net	818		804
Inventories	489		473
Prepayments and other current assets	135		126
Total current assets	1,770		1,762

Property, plant and equipment, net	854		876
Investments and long-term receivables	155		145
Goodwill	510		509
Other intangible assets, net	387		398
Other non-current assets	125		127
Total assets	$	3,801	$	3,817

LIABILITIES AND EQUITY
Short-term borrowings and current portion of long-term debt	$	24	$	3
Accounts payable	525		510
Other current liabilities	421		434
Total current liabilities	970		947

Long-term debt	968		967
Retirement-related liabilities	137		141
Other non-current liabilities	177		175
Total liabilities	2,252		2,230

Commitments and contingencies (see Note 19)

Common stock	1		1
Additional paid-in capital	1,973		1,978
Retained earnings	158		132
Accumulated other comprehensive loss	(104)		(98)
Treasury stock	(479)		(426)
Total equity	1,549		1,587
Total liabilities and equity	$	3,801	$	3,817

See accompanying Notes to Condensed Consolidated Financial Statements.

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PHINIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended March 31,
(in millions, except per share amounts)	2026		2025
Net sales	$	878	$	796
Cost of sales	690		624
Gross profit	188		172

Selling, general and administrative expenses	115		107
Restructuring expense	3		5
Other operating expense (income), net	1		(2)
Operating income	69		62

Equity in affiliates’ earnings, net of tax	(5)		(4)
Interest income	(2)		(4)
Interest expense	20		19
Other postretirement (income) expense, net	(1)		1
Earnings before income taxes	57		50

Provision for income taxes	20		24

Net earnings	$	37	$	26

Earnings per share — basic	$	0.98	$	0.64

Earnings per share— diluted	$	0.96	$	0.63

Weighted average shares outstanding:
Basic	37.8		40.7
Diluted	38.7		41.5

See accompanying Notes to Condensed Consolidated Financial Statements.

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PHINIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended March 31,
(in millions)	2026		2025
Net earnings	$	37	$	26

Other comprehensive (loss) income
Foreign currency translation adjustments(1)	(7)		52
Defined benefit pension plans(1)	1		(1)

Total other comprehensive (loss) income	(6)		51

Comprehensive income	$	31	$	77

_____________

(1) Net of income taxes.

See accompanying Notes to Condensed Consolidated Financial Statements.

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PHINIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three Months Ended March 31,
(in millions)	2026		2025
OPERATING




















Net cash provided by operating activities (see Note 22)	$	53	$	40
INVESTING
Capital expenditures, including tooling outlays	(32)		(35)



Net cash used in investing activities	(32)		(35)
FINANCING




Borrowings under Revolving Facility	50		—
Repayments under Revolving Facility	(30)		—


Dividends paid to PHINIA stockholders	(11)		(11)
Payments for purchase of treasury stock	(54)		(100)
Payments for stock-based compensation items	(5)		(6)





Net cash used in financing activities	(50)		(117)
Effect of exchange rate changes on cash	(2)		1
Net decrease in cash and cash equivalents	(31)		(111)
Cash and cash equivalents at beginning of year	359		484
Cash and cash equivalents at end of period	$	328	$	373

See accompanying Notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

INTRODUCTION

The accompanying Condensed Consolidated Financial Statements and notes present the condensed consolidated statements of operations, cash flows, comprehensive income and stockholders’ equity and balance sheets of PHINIA Inc. (PHINIA or the Company). 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.

NOTE 1 BASIS OF PRESENTATION

The Company's Condensed Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Certain information and footnote disclosures normally included in annual financial statements were condensed or omitted as permitted by such rules and regulations. In the opinion of management, all normal recurring adjustments necessary for a fair statement of results have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The balance sheet as of December 31, 2025 was derived from the audited financial statements as of that date. Certain amounts for the prior periods presented were reclassified to conform to the current period presentation.

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 Condensed Consolidated Financial Statements may not be indicative of the Company’s future performance.

New Accounting Pronouncements

Accounting Standards Not Yet Adopted

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

In September 2025, the 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

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reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this ASU on its financial statements.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” This guidance enables entities to apply hedge accounting to a greater number of highly effective economic hedges in “Similar Risk Assessment for Cash Flow Hedges, Hedging Forecasted Interest Payments on Choose-Your-Rate Debt Instruments, Cash Flow Hedges of Nonfinancial Forecasted Transactions and Net Written Options as Hedging Instruments.” This guidance is effective for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the impact of this ASU on its financial statements.

In December 2025, 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 nature of government grants, accounting principles applied, and significant 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 its financial statements.

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 interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this ASU on its financial statements.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements.” This guidance updates a broad range of topics arising from technical corrections, unintended Codification application, clarifications and other minor improvements. This guidance is effective for annual reporting periods beginning after December 15, 2026. The ASU has no material impact on the financial statements of the Company.

NOTE 2 ACQUISITION

On August 1, 2025, the Company acquired 100% of Swedish Electromagnet Invest AB (SEM) for $47 million, comprised of $15 million of cash consideration and $32 million cash used to extinguish debt assumed through the acquisition (the SEM 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.

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.

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


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

ASSETS
Cash and cash equivalents	$	6
Property, plant and equipment, net	5
Other intangible assets, net	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

____________


1 Total purchase consideration excludes cash paid of $32 million used to extinguish debt assumed through the acquisition. 2 Goodwill is not deductible for tax purposes.

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

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

The purchase price, net of cash acquired, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with the excess purchase price recorded as goodwill, all of which was allocated to the Fuel Systems segment. The goodwill is primarily the result of expected synergies as well as enhancing the Company’s product portfolio and strategy, enabling the Company to explore adjacent market opportunities to increase Fuel Systems sales globally. Amortization expense of purchased intangible assets is primarily recognized on a straight-line basis.

NOTE 3 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.

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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 March 31, 2026, the balance of contract liabilities was $23 million, of which $10 million was reflected in Other current liabilities and $13 million was reflected in Other non-current liabilities. 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. 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 three months ended March 31, 2026 and 2025. Refer to Note 21, “Reportable Segments and Related Information” to the Condensed Consolidated Financial Statements, for more information.


	Three Months Ended March 31, 2026
(in millions)	Fuel Systems		Aftermarket		Total
Americas	$	193	$	187	$	380
Europe	234		122		356
Asia	122		20		142
Total	$	549	$	329	$	878

	Three Months Ended March 31, 2025
(in millions)	Fuel Systems		Aftermarket		Total
Americas	$	177	$	179	$	356
Europe	207		110		317
Asia	106		17		123
Total	$	490	$	306	$	796

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 three months ended March 31, 2026, 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 $40 million in restructuring charges under these initiatives, with estimated annual savings of $30 million once fully implemented.

The Company’s restructuring expenses consist primarily of employee termination benefits (principally severance and/or other termination benefits) and other costs, which are primarily information technology infrastructure right-sizing.

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

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(in millions)	Employee termination benefits		Other		Total
Balance at January 1, 2026	$	5	$	1	$	6
Restructuring expense, net	1		2		3
Cash payments	(3)		(2)		(5)

Balance at March 31, 2026	3		1		4
Less: Non-current restructuring liability	1		—		1
Current restructuring liability at March 31, 2026	$	2	$	1	$	3


(in millions)	Employee termination benefits		Other		Total
Balance at January 1, 2025	$	5	$	1	$	6
Restructuring expense, net	3		2		5
Cash payments	(4)		(1)

SEC Form 10-Q filed by PHINIA Inc.