PHINIA INC.

Previous wording

Proposed Acquisition of Swedish Electromagnet Invest AB (SEM)

Current wording

Acquisition of Swedish Electromagnet Invest AB (SEM)

Previous wording

On June 10, 2025, the Company announced that it entered into a definitive agreement to acquire all of the issued and outstanding shares of Swedish Electromagnet Invest AB (SEM), a prominent provider of advanced natural gas, hydrogen and other alternative fuel ignition systems, injector stators and linear position sensors for approximately $47 million. The acquisition is expected to generate approximately $50 million of annual revenue and approximately $10 million of annual adjusted EBITDA. The transaction is expected to close in the third quarter of 2025.

Current wording

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. The acquisition is expected to generate approximately $50 million of annual revenue and approximately $10 million of annual adjusted EBITDA. See Note 2, “Acquisition”, for further discussion.

Previous wording

Commodities and Other Inflationary Impacts. Prices for commodities remain volatile, and since the beginning of 2021, the Company’s business has experienced price increases for base metals (e.g., steel, aluminum and copper) but have mostly stabilized in 2025 compared to 2024. New trade restrictions, including export controls, and/or increases in tariffs could have a material impact on our business, financial condition, or results of operations by increasing our input costs and decreasing demand in the commercial vehicle (CV) and light vehicle (LV) markets, although the nature of those trade restrictions and tariffs remains unclear. Additionally, these tariffs increase the risk for elevated inflation more generally, which may be driving an increase in other input costs. As a result, the Company may experience higher costs, especially with respect to products imported from certain regions subject to significant tariff increases, including, but not limited to, Mexico and China.

Current wording

The automotive industry is currently grappling with renewed semi-conductor shortages, supply chain disruptions, and economic and geopolitical tensions. These factors may affect production, pricing, and consumer demand. In addition, new trade restrictions, including export controls, and/or increases in tariffs could have a material impact on our business, financial condition, or results of operations, including increasing our input costs and decreasing demand in the commercial vehicle (CV) and light vehicle (LV) markets, although the nature of those trade restrictions and tariffs remains unclear. These new trade restrictions and tariffs increase the risk for elevated inflation more generally, which may drive an increase in other input costs. While the impact as of the nine months ended September 30, 2025 was not material, in the future the Company may experience higher costs and material impact, especially with respect to products imported from certain regions subject to significant tariff increases, including, but not limited to, Mexico and China.

Previous wording

We expect earnings and cash generation in 2025 to be challenged as we expect a softening of the original equipment markets to outpace our ability to drive operational efficiencies and grow our Aftermarket sales. Continued economic and political uncertainty has caused the CV and LV markets to soften. LV volumes in our key markets for 2025 are expected to decline by mid-single digit percentages. CV volumes in our key markets are expected to decline by low-single digit percentages. Assuming constant foreign exchange rates and excluding sales from acquisitions, we expect flat to a modest increase in sales. Additionally, we may be impacted by other macroeconomic challenges in 2025, including but not limited to inflation, supply chain constraints, market volatility, higher tariffs relevant to our operations (particularly in Mexico and China) and changes in international trade relations.

Current wording

We expect earnings and cash generation in 2025 to be challenged as we expect a softening of the original equipment markets to outpace our ability to drive operational efficiencies and grow our Aftermarket sales. Continued economic and political uncertainty has caused the CV and LV markets to soften. LV volumes in our key markets for 2025 are expected to decline by low-single digit percentages. CV volumes in our key markets are expected to be flat. Assuming constant foreign exchange rates and excluding sales from acquisitions, we expect flat to a modest decrease in sales. Additionally, we expect to be impacted by other macroeconomic challenges in 2025, including but not limited to 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.

Previous wording

The Company maintains a positive long-term outlook for its global business and is committed to new product development and strategic investments to enhance its product leadership strategy. 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 vehicles, and adoption of additional product offerings enabling zero- and lower-carbon fuel solutions for combustion vehicles. In addition, we believe we are well positioned to continue to expand our differentiated offerings and capabilities across electronics, software and complete systems.

Current wording

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 its product leadership strategy. 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. In addition, we believe we are well positioned to continue to expand our differentiated offerings and capabilities across electronics, software and complete systems.

Previous wording

Net sales for the three months ended June 30, 2025 totaled $890 million, an increase of $22 million, or 3%, compared to the three months ended June 30, 2024. Cost of sales and cost of sales as a percentage of net sales were $693 million and 78%, respectively, during the three months ended June 30, 2025, compared to $680 million and 78%, respectively, during the three months ended June 30, 2024. The change in net sales and cost of sales for the three months ended June 30, 2025 was primarily driven by positive impacts of foreign currency primarily due to the strengthening of the Euro and British Pound relative to the U.S. Dollar and supplier savings, partially offset by the end of the contract manufacturing agreements with the Former Parent in the second quarter of 2024. Gross profit was negatively impacted by unfavorable impacts from recent tariff changes, for which the Company continues to negotiate with customers to achieve full recovery.

Current wording

Net sales for the three months ended September 30, 2025 totaled $908 million, an increase of $69 million, or 8%, compared to the three months ended September 30, 2024. Cost of sales and cost of sales as a percentage of net sales were $708 million and 78%, respectively, during the three months ended September 30, 2025, compared to $652 million and 78%, respectively, during the three months ended September 30, 2024. The change in net sales, cost of sales, and gross profit for the three months ended September 30, 2025 was primarily driven by the impacts below.

Previous wording

SG&A for the six months ended June 30, 2025 was $219 million as compared to $216 million for the six months ended June 30, 2024. SG&A as a percentage of net sales was 13% for the six months ended June 30, 2025 and 2024. The change in SG&A expenses was primarily attributable to increased employee costs, including stock-based compensation, offset by favorable foreign currency impacts.

Current wording

SG&A for the three months ended September 30, 2025 was $105 million as compared to $108 million for the three months ended September 30, 2024. SG&A as a percentage of net sales was 12% and 13% for the three months ended September 30, 2025 and 2024, respectively. SG&A expenses decreased period-over-period, attributable to R&D savings as well as more information technology-related costs being absorbed in Cost of sales, partially offset primarily by increased employee costs, including stock-based compensation.

Previous wording

Other operating (income) expense, net was $4 million of income and $5 million of expense for the three months ended June 30, 2025 and 2024, respectively. The change in other operating (income) expense, net was primarily driven by a decrease in transaction-related costs, primarily related to adjustments under the Tax Matters Agreement. Other operating (income) expense, net was comprised of the following:

Current wording

Other operating expense, net was $57 millionand $7 million for the three months ended September 30, 2025 and 2024, respectively. The change in other operating expense, net was primarily driven by an increase in separation-related costs, primarily from a $39 million loss in connection with the settlement of separation-related claims with the Former Parent, including regarding the Tax Matters Agreement. See Note 23, “Subsequent Event,” to the Condensed Consolidated Financial Statements of this Form 10-Q for further discussion. Other operating expense, net was comprised of the following:

Previous wording

Equity in affiliates’ earnings, net of tax was $4 million and $2 million in the three months ended June 30, 2025 and 2024, respectively. This line item is driven by the results of the Company’s unconsolidated joint venture.

Current wording

Equity in affiliates’ earnings, net of tax was $3 million in each of the three months ended September 30, 2025 and 2024. This line item is driven by the results of the Company’s unconsolidated joint venture.

Previous wording

Interest income was $4 million in the three months ended June 30, 2025 and 2024. The interest income is primarily related to interest earned on funds held in money market, local overnight deposits, and short term investments.

Current wording

Interest income was $3 million and $4 million in the three months ended September 30, 2025 and 2024. The interest income is primarily related to interest earned on funds held in money market, local overnight deposits, and short term investments.

Previous wording

Provision for income taxes was $29 million for the three months ended June 30, 2025, resulting in an effective tax rate of 39%, compared to $23 million, or 62%, for the three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2025 deceased as compared to the prior year as result of a change in the jurisdictional mix of pre-tax earnings, partially offset by an increase in uncertain tax position reserves of $11 million related to periods prior to the Spin-Off.

Current wording

Provision for income taxes was $6 million for the three months ended September 30, 2025, resulting in an effective tax rate of 32%. This is compared to $22 million, or 42%, for the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 decreased as compared to the prior year due to due to favorable provision-to-return adjustments for tax returns filed during the period, partially offset by a $39 million loss recorded in connection with the settlement of separation-related claims with the Company’s Former Parent with no corresponding tax benefit. Refer to Note 23, “Subsequent Event,” to the Condensed Consolidated Financial Statements of this Form 10-Q for further discussion.

Previous wording

The Company’s net earnings per diluted share was $1.14 and $0.31 for the three months ended June 30, 2025 and 2024, respectively. The Company’s adjusted net earnings per diluted share was $1.27 and $0.88 for the three months ended June 30, 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, transaction-related 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.

Current wording

The Company’s net earnings per diluted share was $0.33 and $0.70 for the three months ended September 30, 2025 and 2024, respectively. The Company’s adjusted net earnings per diluted share was $1.59 and $1.17 for the three months ended September 30, 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 expense, 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.

Previous wording

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 $25 million and $21 million for the three months ended June 30, 2025 and 2024, respectively. The increase in corporate expenses was primarily related to foreign exchange losses and the addition of a second tranche of performance stock units under the Company's stock incentive plan.

Current wording

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 $26 million and $24 million for the three months ended September 30, 2025 and 2024, respectively. The increase in corporate expenses was primarily related to the addition of a second tranche of performance stock units under the Company's stock incentive plan.

Previous wording

The Fuel Systems segment’s Segment Adjusted Operating margin was 11.5% for the three months ended June 30, 2025, compared to 10.0% for the three months ended June 30, 2024. The Segment Adjusted Operating margin increase was primarily due to supply chain savings, other cost of sales improvements and favorable foreign currency impacts.

Current wording

The Fuel Systems segment’s Segment Adjusted Operating margin was 13.3% for the three months ended September 30, 2025, compared to 11.4% for the three months ended September 30, 2024. The Segment Adjusted Operating margin increase was primarily due to R&D savings, customer pricing and overhead cost control measures, partially offset by unfavorable product mix.

Previous wording

The Aftermarket segment’s Segment Adjusted Operating margin was 16.1% for the three months ended June 30, 2025, compared to 15.1% for the three months ended June 30, 2024. The Segment Adjusted Operating margin increased primarily due to favorable product mix, supply chain efficiencies and favorable foreign currency impacts.

Current wording

The Aftermarket segment’s Segment Adjusted Operating margin was 15.0% for the three months ended September 30, 2025, compared to 15.8% for the three months ended September 30, 2024. The Segment Adjusted Operating margin decrease was primarily due to unfavorable product mix.

Previous wording

Net sales for the six months ended June 30, 2025 totaled $1,686 million, a decrease of $45 million, or 3%, compared to the six months ended June 30, 2024. Cost of sales and cost of sales as a percentage of net sales were $1,317 million and 78%, respectively, during the six months ended June 30, 2025, compared to $1,351 million and 78%, respectively, during the six months ended June 30, 2024. The change in net sales and cost of sales for the six months ended June 30, 2025 was primarily driven by unfavorable volume and mix driven by lower OEM sales across all regions, and the end of the contract manufacturing agreements with the Former Parent in the second quarter of 2024. Cost of sales was also negatively impacted by a $7 million nonrecurrence of a supplier settlement and unfavorable impacts from recent tariff changes, for which the Company continues to negotiate with customers to achieve full recovery.

Current wording

Net sales for the nine months ended September 30, 2025 totaled $2,594 million, a increase of $24 million, or 1%, compared to the nine months ended September 30, 2024. Cost of sales and cost of sales as a percentage of net sales were $2,025 million and 78%, respectively, during the nine months ended September 30, 2025, compared to $2,003 million and 78%, respectively, during the nine months ended September 30, 2024. The change in net sales and cost of sales for the nine months ended September 30, 2025 was primarily driven by the impacts below.

Previous wording

SG&A for the three months ended June 30, 2025 and 2024 was $112 million, or 13% as a percentage of net sales. SG&A expenses remained flat period-over-period, attributable to favorable foreign currency impacts, offset primarily by increased employee costs, including stock-based compensation.

Current wording

SG&A for the nine months ended September 30, 2025 and 2024 was $324 million, or 13% as a percentage of net sales.

Previous wording

Other operating (income) expense, net was $1 million of income and $22 million of expense for the six months ended June 30, 2025 and 2024, respectively. The change in other operating expense, net was mainly driven by a decrease in transaction-related costs, primarily related to adjustments under the Tax Matters Agreement. Other operating (income) expense, net was comprised of the following:

Current wording

Other operating expense, net was $49 million and $24 million for the nine months ended September 30, 2025 and 2024, respectively. The change in other operating expense, net wasprimarily driven by an increase in separation-related costs, primarily from a $39 million loss in connection with the settlement of separation-related claims with the Former Parent, including regarding the Tax Matters Agreement. See Note 23, “Subsequent Event,” to the Condensed Consolidated Financial Statements of this Form 10-Q for further discussion. Other operating expense, net was comprised of the following:

Previous wording

Equity in affiliates’ earnings, net of tax was $8 million and $5 million in the six months ended June 30, 2025 and 2024, respectively. This line item is driven by the results of the Company’s unconsolidated joint venture.

Current wording

Equity in affiliates’ earnings, net of tax was $11 million and $8 million in the nine months ended September 30, 2025 and 2024, respectively. This line item is driven by the results of the Company’s unconsolidated joint venture.

Previous wording

Interest income was $8 million in the six months ended June 30, 2025 and 2024. The interest income is primarily related to interest earned on funds held in money market, local overnight deposits, and short term investments.

Current wording

Interest income was $11 million and $12 million in the nine months ended September 30, 2025 and 2024, respectively. The interest income is primarily related to interest earned on funds held in money market, local overnight deposits, and short term investments.

Previous wording

Interest expense was $21 million and $39 million in the three months ended June 30, 2025 and 2024, respectively. The decrease was primarily due to the loss on extinguishment as a result of the restructuring of the Company’s debt positions in the prior period. See Note 11, “Notes Payable and Debt”, for further discussion.

Current wording

Interest expense was $60 million and $81 million in the nine months ended September 30, 2025 and 2024, respectively. The decrease was primarily due to the loss on extinguishment as a result of the restructuring of the Company’s debt positions in the prior period. See Note 13, “Notes Payable and Debt,” for further discussion.

Previous wording

Provision for income taxeswas $53 million for the six months ended June 30, 2025, resulting in an effective tax rate of 42%, compared to $50 million, or 54%, for the six months ended June 30, 2024. The effective tax rate for the six months ended June 30, 2025 decreased as compared to the prior year as a result of a change in the jurisdictional mix of pre-tax earnings, most notably a decrease in pre-tax losses where no benefit is recognized, partially offset by an increase in pre-spin uncertain tax position reserves of $18 million.

Current wording

Provision for income taxes was $59 million for the nine months ended September 30, 2025, resulting in an effective tax rate of 41%, compared to $72 million, or 49%, for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 decreased as compared to the prior year as a result of a change in the jurisdictional mix of pre-tax earnings, most notably a decrease in pre-tax losses where no benefit is recognized, partially offset by the $39 million settlement of separation-related claims with the Company’s Former Parent with no corresponding tax benefit.

Previous wording

Excluding the impact of items not related to the Company’s ongoing operations, the Company’s effective tax rate associated with ongoing operations was 36% for the three months ended June 30, 2025 compared to 42% for the three months ended June 30, 2024.

Current wording

Excluding the impact of items not related to the Company’s ongoing operations, the Company’s effective tax rate associated with ongoing operations was 33% for the nine months ended September 30, 2025 compared to 36% for the nine months ended September 30, 2024.

Previous wording

For further details, see Note 5, “Income Taxes,” to the Condensed Consolidated Financial Statements for the six months ended June 30, 2025 and 2024.

Current wording

For further details, see Note 7, “Income Taxes,” to the Condensed Consolidated Financial Statements for the nine months ended September 30, 2025 and 2024.

Previous wording

The Company’s net earnings per diluted share was $1.76 and $0.93 for the six months ended June 30, 2025 and 2024, respectively. The Company’s adjusted net earnings per diluted share was $2.21 and $1.98 for the six months ended June 30, 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, transaction-related 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.

Current wording

The Company’s net earnings per diluted share was $2.10 and $1.63 for the nine months ended September 30, 2025 and 2024, respectively. The Company’s adjusted net earnings per diluted share was $3.79 and $3.15 for the nine months ended September 30, 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 expense, 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.

Previous wording

Results by Reportable Segment for the six months ended June 30, 2025 and 2024

Current wording

Results by Reportable Segment for the nine months ended September 30, 2025 and 2024

Previous wording

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 $49 million and $39 million for the six months ended June 30, 2025 and 2024, respectively. The increase in corporate expenses was primarily related to additional costs resulting from moving to a fully staffed standalone company and exiting the transition service agreements with the Former Parent, foreign exchange losses and the addition of a second tranche of performance stock units under the Company's stock incentive plan.

Current wording

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 $75 million and $63 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in corporate expenses was primarily related to additional costs resulting from moving to 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.

Previous wording

The following table presents the year-over-year change in net sales and Segment AOI for the Company’s reportable segments for the six months ended:

Current wording

The following table presents the year-over-year change in net sales and Segment AOI for the Company’s reportable segments for the nine months ended:

Previous wording

The Fuel Systems segment’s Segment Adjusted Operating margin was 10.6% for the six months ended June 30, 2025, compared to 10.2% for the six months ended June 30, 2024. The Segment Adjusted Operating margin increase was primarily due to favorable foreign exchange impact and supply chain savings, partially offset by unfavorable mix, the nonrecurrence of a supplier settlement and the impacts of recent tariff changes.

Current wording

The Fuel Systems segment’s Segment Adjusted Operating margin was 11.5% for the nine months ended September 30, 2025, compared to 10.6% for the nine months ended September 30, 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 nonrecurrence of a supplier settlement and the impacts of recent tariff changes.

Previous wording

The Aftermarket segment’s Segment Adjusted Operating margin was 16.1% for the six months ended June 30, 2025, compared to 16.5% for the six months ended June 30, 2024. The Segment Adjusted Operating margin decreased primarily due to impacts of recent tariff changes on the segment’s OEM sales and unfavorable mix, partially offset by favorable foreign exchange impacts and supply chain efficiencies.

Current wording

The Aftermarket segment’s Segment Adjusted Operating margin was 15.7% for the nine months ended September 30, 2025, compared to 16.2% for the nine months ended September 30, 2024. The Segment Adjusted Operating margin decreased primarily due to unfavorable mix, partially offset by lower overhead costs and foreign exchange tailwinds.

Previous wording

The Company maintains various liquidity sources, including cash and cash equivalents and the unused portion of its $500 million revolving credit facility maturing in July 2028 (the Revolving Facility). As of June 30, 2025, the Company had liquidity of $846 million, comprised of cash and cash equivalent balances of $347 million and availability on the Revolving Facility of $499 million. Given the Company’s strong liquidity position, management believes that it will have sufficient liquidity and will maintain compliance with all covenants through at least the next 12 months.

Current wording

The Company maintains various liquidity sources, including cash and cash equivalents and the unused portion of its $500 million revolving credit facility maturing in July 2028 (the Revolving Facility). As of September 30, 2025, the Company had liquidity of $848 million, comprised of cash and cash equivalent balances of $349 million and availability on the Revolving Facility of $499 million. On October 1, 2025, the Company paid in full the outstanding $24 million of the 5.000% Senior Notes. Given the Company’s strong liquidity position, management believes that it will have sufficient liquidity and will maintain compliance with all covenants through at least the next 12 months.

Previous wording

At June 30, 2025 and December 31, 2024, the Company had $347 million and $484 million of cash and cash equivalents, respectively, of which $290 million and $409 million, respectively, was held by our subsidiaries outside of the United States. We believe our existing cash and cash flows generated from operations and indebtedness incurred in conjunction with the Spin-Off discussed below will be responsive to the needs of our current and planned operations for at least the next 12 months and the foreseeable future thereafter.

Current wording

At September 30, 2025 and December 31, 2024, the Company had $349 million and $484 million of cash and cash equivalents, respectively, of which $305 million and $409 million, respectively, was held by our subsidiaries outside of the United States. We believe our existing cash and cash flows generated from operations and indebtedness incurred in conjunction with the Spin-Off will be responsive to the needs of our current and planned operations for at least the next 12 months and the foreseeable future thereafter.

Previous wording

Net cash provided by operating activities was $97 million and $140 million in the six months ended June 30, 2025 and 2024, respectively. The decrease in cash from operating activities for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 was primarily due to increased working capital demands as the Company navigates fluctuating volumes and other shifting industry conditions.

Current wording

Net cash provided by operating activities was $216 million and $235 million in the nine months ended September 30, 2025 and 2024, respectively. The decrease in cash from operating activities for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024 was primarily due to increased working capital demands as the Company navigates fluctuating volumes and other shifting industry conditions.

Previous wording

Net cash used in investing activities was $68 million and $59 million in the six months ended June 30, 2025 and 2024, respectively, primarily related to capital expenditures. As a percentage of sales, capital expenditures were 4.1% and 3.5% for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Net cash used in investing activities was $103 million and $84 million in the nine months ended September 30, 2025 and 2024, respectively, primarily related to capital expenditures and the SEM acquisition. As a percentage of sales, capital expenditures were 3.7% and 3.3% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Net cash used in financing activities was $169 million and $126 million in the six months ended June 30, 2025 and 2024, respectively, primarily related to stock repurchases.

Current wording

Net cash used in financing activities was $245 million and $61 million in the nine months ended September 30, 2025 and 2024, respectively, primarily related to stock repurchases and the repayment of acquired debt.