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PHINIA INC.

For the period ended Mar 31, 2026. Filed Apr 30, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 30, 2026

PHIN$68.94-0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-28.

0001968915-25-000066

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001968915-26-000070

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 93 previous paragraphs and 60 current paragraphs.

34 unchanged; 22 reworded; 4 added; 22 removed; 15 previous and 0 current paragraphs rearranged.

Tables are not compared: 14 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

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.

Current report

Provision for income taxes was $20 million for the three months ended March 31, 2026, resulting in an effective tax rate of 35%. This is compared to $24 million, or 48%, for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 decreased as compared to the prior year as a result of an uncertain tax position recorded discretely in the three month period ended March 31, 2025 that did not recur in the three month period ended March 31, 2026.

Current report

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.
Removed paragraphs (22)

Previous report

PHINIA 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 for combustion and hybrid propulsion systems 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 OEMs seeking to meet evolving and increasingly stringent global regulatory requirements and satisfy consumer demands for an enhanced user experience. Additionally, we offer a wide range of OES solutions and remanufactured products as well as an expanded range of products for the independent (non-OEM) aftermarket.

Previous report

On July 3, 2023, PHINIA became an independent publicly-traded company as a result of the legal and structural separation of the Fuel Systems and Aftermarket businesses from BorgWarner Inc. (BorgWarner or Former Parent). The separation was completed in the form of a distribution of the outstanding common stock of PHINIA to holders of record of common stock of BorgWarner on a pro rata basis (the Spin-Off). In connection with the Spin-Off, we entered into an agreement with the Former Parent which governs the Company’s and the Former Parent’s respective rights, responsibilities and obligations after the distribution with respect to taxes for any tax period ending on or before the distribution date, as well as tax periods beginning before and ending after the distribution date (Tax Matters Agreement).

Previous report

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 report

Nine Months Ended September 30, 2025 vs. Nine Months Ended September 30, 2024

Previous report

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 report

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

Previous report

Restructuring expense was $11 million for thenine months ended September 30, 2025 and 2024. See Note 4, “Restructuring,” for further discussion.

Previous report

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 report

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 report

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 report

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 report

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 report

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 report

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.
Reworded paragraphs (22)

Previous 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.

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. See Note 2, “Acquisition”, for further discussion.

Previous 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.

Current wording

The global economy continues to grapple with semi-conductor shortages, supply chain disruptions, and economic and geopolitical tensions. These factors may 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 an increase in our other input costs.

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 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.

Current wording

We expect improved earnings and cash generation in 2026, 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 percentages in our key markets. Commercial vehicle (CV) volumes are expected to remain flat 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 challenges in 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.

Previous 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.

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 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 zero- and 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.

Previous 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.

Current wording

Net sales for the three months ended March 31, 2026 totaled $878 million, an increase of $82 million, or 10%, compared to the three months ended March 31, 2025. Cost of sales and cost of sales as a percentage of net sales were $690 million and 79%, respectively, during the three months ended March 31, 2026, compared to $624 million and 78%, respectively, during the three months ended March 31, 2025. The change in net sales, cost of sales, and gross profit for the three months ended March 31, 2026 was primarily driven by the impacts below.

Previous 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.

Current wording

SG&A for the three months ended March 31, 2026 was $115 million as compared to $107 million for the three months ended March 31, 2025. SG&A as a percentage of net sales was 13% for the three months ended March 31, 2026 and 2025. SG&A expenses increased period-over-period, primarily attributable to increased employee costs, including stock-based compensation.

Previous wording

Restructuring expense was$4 million and$6 million for thethree months ended September 30, 2025 and 2024, respectively. See Note 4, “Restructuring”, for further discussion.

Current wording

Restructuring expense was $3 million and$5 million for thethree months ended March 31, 2026 and 2025, respectively. See Note 4, “Restructuring”, for further discussion.

Previous 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:

Current wording

Other operating expense (income), net was expense of $1 million compared to income of $2 million for the three months ended March 31, 2026 and 2025. The change in other operating expense, net was primarily driven by an increase in separation-related costs. Other operating expense (income), net was comprised of the following:

Previous 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.

Current wording

Equity in affiliates’ earnings, net of tax was $5 million and $4 million in each of the three months ended March 31, 2026 and 2025, respectively. This line item is driven by the results of the Company’s unconsolidated joint venture.

Previous 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.

Current wording

Interest income was $2 million and $4 million in the three months ended March 31, 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.

Previous wording

Interest expense was $20 million in the three months ended September 30, 2025 and 2024. See Note 13, “Notes Payable and Debt”, for further discussion.

Current wording

Interest expense was $20 million and $19 million in the three months ended March 31, 2026 and 2025, respectively. See Note 13, “Notes Payable and Debt”, for further discussion.

Previous 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.

Current wording

The Company’s net earnings per diluted share was $0.96 and $0.63 for the three months ended March 31, 2026 and 2025, respectively. The Company’s adjusted net earnings per diluted share was $1.29 and $0.94 for the three months ended March 31, 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.

Previous wording

The Company’s business is aggregated into two reportable segments: Fuel Systems and Aftermarket.

Current wording

The Company’s business is comprised of two reportable segments: Fuel Systems and Aftermarket.

Previous wording

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, transaction-related costs, acquisition-related 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.

Current wording

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.

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 $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.

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 $24 million for the three months ended March 31, 2026 and 2025.

Previous 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.

Current wording

The Fuel Systems segment’s Segment Adjusted Operating margin was 9.3% for the three months ended March 31, 2026, compared to 9.4% for the three months ended March 31, 2025. The Segment Adjusted Operating margin decrease was primarily due to unfavorable product mix in Europe and Asia, partially offset by cost control measures and supplier savings.

Previous 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.

Current wording

The Aftermarket segment’s Segment Adjusted Operating margin was 17.0% for the three months ended March 31, 2026, compared to 16.7% for the three months ended March 31, 2025. The Segment Adjusted Operating margin increase was primarily due to cost control measures and tariff recoveries.

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 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.

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 March 31, 2026, the Company had liquidity of $808 million, comprised of cash and cash equivalent balances of $328 million and availability on the Revolving Facility of $480 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.

Previous 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.

Current wording

At March 31, 2026 and December 31, 2025, the Company had $328 million and $359 million of cash and cash equivalents, respectively, of which $315 million and $330 million, respectively, was held by our subsidiaries outside of the United States. We believe our existing cash and cash flows generated from operations and the Revolving Facility 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 $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.

Current wording

Net cash provided by operating activities was $53 million and $40 million in the three months ended March 31, 2026 and 2025, respectively. The increase in cash from operating activities for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 was primarily due to increased net earnings.

Previous 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.

Current wording

Net cash used in investing activities was $32 million and $35 million in the three months ended March 31, 2026 and 2025, respectively, related to capital expenditures. As a percentage of sales, capital expenditures were 3.6% and 4.4% for the three months ended March 31, 2026 and 2025, respectively.

Previous 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.

Current wording

Net cash used in financing activities was $50 million and $117 million in the three months ended March 31, 2026 and 2025, respectively. The decrease is primarily due to borrowings on the Revolving Facility and lower stock repurchases.
Rearranged previous paragraphs (15)

Previous report — wording carried elsewhere

The following table presents a summary of the Company’s operating results:

Previous report — wording carried elsewhere

Selling, general and administrative expenses(SG&A)

Previous report — wording carried elsewhere

Equity in affiliates’ earnings, net of tax

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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 report — wording carried elsewhere

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 report — wording carried elsewhere

Net earnings per diluted share and adjusted net earnings per diluted share

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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

Previous report — wording carried elsewhere

The Company’s business is aggregated into two reportable segments: Fuel Systems and Aftermarket.

Previous report — wording carried elsewhere

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, transaction-related costs, acquisition-related 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.

Previous report — wording carried elsewhere

Refer to Note 21, “Reportable Segments and Related Information” to the Condensed Consolidated Financial Statements, for more information.

Previous report — wording carried elsewhere

The following table presents Net sales and Segment AOI for the Company’s reportable segments:

Previous report — wording carried elsewhere

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: