PHINIA INC.
For the period ended Sep 30, 2025. Filed Oct 28, 2025.
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Sep 30, 2025 · Filed Oct 28, 2025
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Item 1. Legal Proceedings
In the ordinary course of its business, the Company is involved in a number of lawsuits and claims, both actual and potential. Proceedings that were previously disclosed may no longer be reported because, as a result of rulings in the case, settlements, changes in our business, or other developments, in our judgment, they are no longer material to the Company’s business, financial position or results of operations. Refer to Note 19, “Contingencies,” to the Condensed Consolidated Financial Statements of this Form 10-Q for additional information regarding such lawsuits and claims.
On October 15, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with the Former Parent to resolve the previously disclosed claims asserted by the Former Parent against the Company in Delaware Superior Court in September 2024, pursuant to which the Former Parent sought, among other things, a judicial declaration that the Company is obligated under the Tax Matters Agreement to remit to the Former Parent refunds obtained by the Company from tax authorities that relate to certain indirect tax payments made prior to the Spin-Off. The Settlement Agreement also resolves the Company’s counterclaims asserted against the Former Parent in Delaware Superior Court in December 2024. For further discussion on the settlement and the terms of the Settlement Agreement, see Note 23, “Subsequent Event,” to the Condensed Consolidated Financial Statements of this Form 10-Q.
SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to these regulations, the Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.
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