PHINIA INC
For the period ended Dec 31, 2024. Filed Feb 13, 2025.
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FY2024 · Filed Feb 13, 2025
PHIN$70.33+2.0%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
Exhibit Index
| 2.1 | Separation and Distribution Agreement, dated as of July 2, 2023, by and between BorgWarner and the Company (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on July 7, 2023) |
| 3.1 | Amended and Restated Certificate of Incorporation of PHINIA Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 30, 2023) |
| 3.2 | Amended and Restated By-Laws of PHINIA Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed on June 30, 2023) |
| 4.1 | Description of Securities (incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K for the fiscal year ended December 31, 2023) |
| 4.2 | Indenture, dated as of April 4, 2024, by and among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on April 4, 2024) |
| 10.1 | Transition Services Agreement, dated as of July 2, 2023, by and between BorgWarner and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.2 | Tax Matters Agreement, dated as of July 2, 2023, by and between BorgWarner and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.3 | Employee Matters Agreement, effective as of July 2, 2023, by and between BorgWarner and the Company (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.4 | Intellectual Property Cross-License Agreement, dated as of June 30, 2023, by and among BorgWarner, Delphi Technologies IP Limited, PHINIA Technologies, Inc. and BorgWarner Luxembourg Operations S.A.R.L (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.5 | Electronics Collaboration Agreement, dated as of July 2, 2023, by and between BorgWarner PDS (USA) Inc. and PHINIA Technologies Inc (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.6 | Contract Manufacturing Agreement, dated as of July 2, 2023, by and between BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. and BorgWarner Automotive Components (Ningbo), Co., Ltd (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.7 | Contract Manufacturing Agreement, dated as of July 2, 2023, by and between BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. and BorgWarner Automotive Components (Ningbo), Co. Ltd. (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.8 | Contract Manufacturing Agreement, dated as of July 2, 2023, by and between BorgWarner eMobility Poland sp. z o.o and BorgWarner Mobility Poland sp. z o.o. (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.9 | ECU Supply Agreement, dated as of July 2, 2023, by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner France SAS (incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.10 | ECU Supply Agreement, dated as of July 2, 2023, by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner India Private Limited (incorporated by reference to Exhibit 10.12 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.11 | ECU Supply Agreement, dated as of July 2, 2023, by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner Fuel Systems (Yantai) Co., Ltd. (incorporated by reference to Exhibit 10.13 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.12 | ECU Supply Agreement, dated as of July 2, 2023, by and between BorgWarner PowerDrive Systems (Suzhou) Co., Ltd. and BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. (incorporated by reference to Exhibit 10.14 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.13 | ECU Supply Agreement, dated as of July 2, 2023, by and between BorgWarner PowerDrive Systems (Suzhou) Co., Ltd. and BorgWarner Fuel Systems (Yantai) Co., Ltd. (incorporated by reference to Exhibit 10.15 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.14 | ECU Supply Agreement, dated as of July 2, 2023, by and between BorgWarner PowerDrive Systems (Suzhou) Co., Ltd. and BorgWarner Industria E Comercio Brasil Ltda (incorporated by reference to Exhibit 10.16 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.15 | Credit Agreement, dated as of July 3, 2023, by and among the Company, as borrower, the other loan parties from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, a swingline lender and an L/C issuer, and the other swingline lenders and L/C issuers from time to time party thereto (incorporated by reference to Exhibit 10.17 of the Company’s Form 8-K filed on July 7, 2023) |
| 10.16 | Amendment No. 1 to Credit Agreement, dated as of April 4, 2024, by and among the Company, the guarantors listed on the signature pages thereof, the lenders party thereto and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 4, 2024) |
| 10.17 | Amendment No. 2 to Credit Agreement, dated as of September 17, 2024, by and among the Company, the guarantors listed on the signature pages thereof, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 18, 2024) |
| 10.18 | PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 filed on June 30, 2023)+ |
| 10.19 | Form of Restricted Stock Agreement for Non-Employee Directors under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 of the Company’s Form 10-Q filed on August 7, 2023)+ |
| 10.20 | Form of Conversion Award Restricted Stock Agreement for Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 of the Company’s Form 10-Q filed on November 6, 2023)+ |
| 10.21 | Form of Conversion Award Stock Unit Award Agreement for U.S. Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 of the Company's Form 10-Q filed on November 6, 2023)+ |
| 10.22 | Form of Conversion Award Stock Unit Award Agreement for Non-U.S. Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 of the Company's Form 10-Q filed on November 6, 2023)+ |
| 10.23 | Form of Restricted Stock Agreement for Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 of the Company's Form 10-Q filed on November 6, 2023)+ |
| 10.24 | Form of Stock Unit Award Agreement for U.S. Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 of the Company's Form 10-Q filed on November 6, 2023)+ |
| 10.25 | Form of Stock Unit Award Agreement for Non-U.S. Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 of the Company's Form 10-Q filed on November 6, 2023)+ |
| 10.26 | Form of Performance Stock Unit Award Agreement for U.S. Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 21, 2024)+ |
| 10.27 | Form of Restricted Stock Agreement for Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on February 21, 2024)+ |
| 10.28 | Form of Performance Stock Unit Award Agreement for Non-U.S. Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed on April 25, 2024)+ |
| 10.29 | Form of Stock Unit Award Agreement for Non-U.S. Employees under the PHINIA Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on April 25, 2024)+ |
| 10.30 | PHINIA Inc. Management Incentive Bonus Plan (incorporated by reference to Exhibit 10.20 of the Company’s Form 10-Q filed on August 7, 2023)+ |
| 10.31 | CEO Form of Amended and Restated Change of Control Employment Agreement*+ |
| 10.32 | Non-CEO Executive Officer Form of Amended and Restated Change of Control Employment Agreement*+ |
| 10.33 | PHINIA Inc. Amended and Restated Retirement Savings Excess Benefit Plan (incorporated by reference to Exhibit 10.29 of the Company’s Form 10-K for the fiscal year ended December 31, 2023)+ |
| 10.34 | Form of Deferred Cash Award Agreement for Employees (China) (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on October 31, 2024)+ |
| 10.35 | PHINIA Inc. Director Deferred Compensation Program 2025-2026 Board Year Election Form*+ |
| 10.36 | Form of Stock Unit Award Agreement for Non-Employee Directors under the PHINIA Inc. 2023 Stock Incentive Plan*+ |
| 19.1 | Insider Trading Policy* |
| 21.1 | Subsidiaries of the Company* |
| 23.1 | Consent of PricewaterhouseCoopers LLP Independent Registered Public Accounting Firm* |
| 24.1 | Powers of Attorney* |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer* |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer* |
| 32 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer** |
| 97.1 | PHINIA Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Company’s Form 10-K for the fiscal year ended December 31, 2023)+ |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
| 104.1 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
Certain schedules, exhibits, and appendices have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any omitted schedule, exhibit, or appendix to the SEC upon request.
- Filed herewith
** Furnished herewith
- Indicates management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PHINIA INC.
| By: | /s/ Brady D. Ericson |
|---|---|
| Brady D. Ericson | |
| President and Chief Executive Officer, Director (Principal Executive Officer) |
Date: February 13, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities indicated on the 13th day of February, 2025.
| Signature | Title |
|---|---|
| /s/ Brady D. Ericson | President and Chief Executive Officer, Director |
| Brady D. Ericson | (Principal Executive Officer) |
| /s/ Chris P. Gropp | Vice President and Chief Financial Officer |
| Chris P. Gropp | (Principal Financial Officer) |
| /s/ Samantha M. Pombier | Vice President and Controller |
| Samantha M. Pombier | (Principal Accounting Officer) |
| /s/ Rohan S. Weerasinghe | |
| Rohan S. Weerasinghe | Non-Executive Chair and Director |
| /s/ Samuel R. Chapin | |
| Samuel R. Chapin | Director |
| /s/ Robin Kendrick | |
| Robin Kendrick | Director |
| /s/ Latondra Newton | |
| Latondra Newton | Director |
| /s/ D’aun Norman | |
| D’aun Norman | Director |
| /s/ Meggan M. Walsh | |
| Meggan M. Walsh | Director |
| /s/ Roger J. Wood | |
| Roger J. Wood | Director |
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