SecProbe.io

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<TEXT>
 April 4, 2025

Chris P. Gropp
Vice President and Chief Financial Officer
PHINIA Inc.
3000 University Drive
Auburn Hills, MI 48326

 Re: PHINIA Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41708
Dear Chris P. Gropp:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Document March 31, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attention: Jennifer Thompson and Hugh West Re:     PHINIA Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 8-K Filed February 13, 2025 File No. 001-41708 Dear Ms. Thompson and Mr. West: This letter from PHINIA Inc. (“we” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated March 19, 2025, relating to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2024 (the “Form 10-K”) and the Company’s Form 8-K filed February 13, 2025 (the “Form 8-K”). For your convenience, we have restated the comments from the Staff in bold type and have followed each comment with the Company’s response thereto. Form 10-K for the Fiscal Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 29 1. We note your presentation of adjusted net earnings per diluted share on page 32 and have the following comments: • Please revise future filings to clearly identify this measure as a non-GAAP measure. Refer to Rule 100(b) of Regulation G, along with the first bullet point under Question 100.05 of our Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. The Company respectfully acknowledges the Staff’s comment and will revise future filings to clearly identify adjusted net earnings per diluted share as a non-GAAP measure within the introductory paragraph above the reconciliation of net earnings per diluted share to adjusted net earnings per diluted share. By way of illustration, we provide an example as if this had been included in our Form 10-K for the period ended December 31, 2024, at the bottom of the response to comment 1. • We note you present "Adjusted earnings per diluted share" as a bold heading within your analysis of Results of Operations on a consolidated basis. Please revise future filings to first provide a bold heading and brief discussion of GAAP earnings per diluted share to avoid giving prominence to the non-GAAP measure. Refer to Item 10(e)(1)(i)(A) of Regulation S-K, along with the fourth bullet point under Question 102.10(a) of our Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. The Company respectfully acknowledges the Staff’s comment and will revise future filings to first provide a bold heading for GAAP net earnings per diluted share before providing the same for non-GAAP adjusted net earnings per diluted share. The Company will also revise the introductory paragraph above the reconciliation of net earnings per diluted share to adjusted net earnings per diluted share in future filings to include a brief discussion of GAAP net earnings per diluted share for each applicable financial statement period prior to the discussion of non-GAAP adjusted net earnings per diluted share, which will give equal or greater prominence to the GAAP measure within this section of the Results of Operations analysis. By way of illustration, we provide an example as if this had been included in our Form 10-K for the period ended December 31, 2024, at the bottom of the response to comment 1. • The introductory sentence above your reconciliation indicates that the adjusting items in this non-GAAP measure are "not reflective of the Company's ongoing operations." Since the line item titled "intangibles amortization expense" appears to represent normal, recurring amortization of certain intangible assets with 14-15 year useful lives, your current disclosure does not appear to fully explain why you believe this non-GAAP measure provides useful information to your investors. Please refer to Item 10(e)(1)(i)(C) of Regulation S-K and revise future filings accordingly. The Company respectfully acknowledges the Staff’s comment and will revise future filings by expanding the adjusted net earnings per diluted share discussion to include additional details as to why we believe this non-GAAP measure and its exclusion of intangibles amortization expense is useful information to investors. Specifically, the Company will add details explaining that the intangibles amortization expense excluded from the non-GAAP measure pertains to acquisition-related intangible assets and includes non-cash expenses that the Company does not use to evaluate core operating performance. By way of illustration, we provide an example as if this had been included in our Form 10-K for the period ended December 31, 2024, at the bottom of the response to comment 1. • We note you provide on page 4 some broad statements regarding non-GAAP financial measures contained in your Form 10-K. To the extent these disclosures are intended to satisfy any of the disclosure requirements of Item 10(e) of Regulation S-K for your presentation of adjusted net earnings per diluted share on page 32, for the ease of your investors, please revise future filings to either provide a cross-reference to your disclosures on page 4 or consider moving the disclosures that currently appear on page 4 to be in close proximity to your presentation of adjusted net earnings per diluted share on page 32. The Company respectfully acknowledges the Staff’s comment and will revise future filings to include the statement regarding the Company's use of non-GAAP financial measures directly above the earnings per diluted share and adjusted earnings per diluted share section of the Results of Operations analysis. By way of illustration, we provide the below example of our updated presentation of adjusted net earnings per diluted share as if this had been included in our Form 10-K for the period ended December 31, 2024 (changes underlined for emphasis): Use of Non-GAAP Financial Measures This Form 10-K contains information about PHINIA’s financial results that is not presented in accordance with accounting principles generally accepted in the United States (GAAP). Such non-GAAP financial measures are reconciled to their most directly comparable GAAP financial measures in this Form 10-K. The reconciliations include all information reasonably available to the Company at the date of this Form 10-K and the adjustments that management can reasonably predict. Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, because not all companies use identical calculations, the non-GAAP financial measures as presented by PHINIA may not be comparable to similarly titled measures reported by other companies. Net earnings per diluted share and adjusted net earnings per diluted share The Company’s net earnings per diluted share was $1.76 and $2.17 for the years ended December 31, 2024 and 2023, respectively . The Company's adjusted net earnings per diluted share was $3.86 and $4.19 for the years ended December 31, 2024 and 2023, 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 tax-effected impact of restructuring expense, separation and transaction costs, impairment charges, other net expenses, and other gains, losses and tax amounts 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. Year Ended December 31, 2024 2023 Net earnings per diluted share $ 1.76  $ 2.17  Separation and transaction costs 0.69  1.70  Amortization of acquisition-related intangibles 0.63  0.60  Loss on debt extinguishment 0.49  —  Asset impairments 0.47  —  Restructuring expense 0.31  0.26  Royalty income from Former Parent —  (0.36) (Gains) losses for other one-time events (0.16) 0.06  Tax effects and adjustments (0.33) (0.24) Adjusted net earnings per diluted share $ 3.86  $ 4.19  Liquidity and Capital Resources, page 33 2. We note your analysis of cash flows from operating activities on page 34. Please revise future filings to provide a more informative discussion and analysis of cash flows from operating activities, including changes in working capital components, for the periods presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. Also ensure that your disclosures are not merely a recitation of changes evident from the cash flow statements. Refer to Item 303(a) of Regulation S-K and Section IV.B. of SEC Release No. 33-8350. The Company respectfully acknowledges the Staff’s comment and will revise future filings to enhance the discussion and analysis of cash flows from operating activities, including but not limited to, drivers of changes in components of working capital between periods. By way of illustration, we provide the below example as if this had been included in our Form 10-K for the period ended December 31, 2024 (changes underlined for emphasis): Net cash provided by operating activities was $308 million and $250 million in the years ended December 31, 2024 and 2023, respectively. The increase for the year ended December 31, 2024, compared with the year ended December 31, 2023, was primarily due to improved working capital and higher net earnings adjusted for non-cash items . The changes in working capital were primarily due to initiatives to drive improvements in accounts receivable management and inventory turnover which resulted in increases in operating cash flows. Form 8-K Filed February 13, 2025 Exhibit 99.1, page 1 3. We note the presentation of various non-GAAP financial measures within your earnings release and have the following comments: • Please tell us where you have made the disclosures required by Item 10(e)(1)(i)(C) of Regulation S-K, or revise future earnings releases to clearly provide such disclosures. If the definition of each non-GAAP measure seen on pages 9-10 is intended to satisfy this requirement, please revise future earnings releases to better explain why each non-GAAP measure provides useful information to your investors. To the extent any such explanation indicates the adjustments are for items "not reflective of the Company's ongoing operations" but the adjustments include normal, recurring amortization expense, please revise future earnings releases to provide a more robust explanation that addresses why you believe the exclusion of amortization expense provides useful information to your investors. The Company respectfully acknowledges the Staff’s comment and will expand the definitions of non-GAAP measures for future filings to enhance our explanation on why management believes each non-GAAP measure provides useful information to investors. With respect to intangibles amortization expense, the Company will expand the definitions of certain non-GAAP measures to address why we believe the exclusion of acquisition-related intangibles amortization expense provides more useful information to investors. By way of illustration, we provide the below example as if this had been included in our earning release furnished as Exhibit 99.1 to our Form 8-K filed February 13, 2025 (changes underlined for emphasis): Adjusted EBITDA and Adjusted EBITDA Margin The Company defines adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) as net earnings less interest, taxes, depreciation and amortization, adjusted to exclude the impact of restructuring expense, separation and transaction costs, other postretirement income and expense, equity in affiliates' earnings, net of tax, impairment charges, other net expenses, and other gains and losses not reflective of our ongoing operations. Adjusted EBITDA margin is defined as adjusted EBITDA divided by adjusted sales. Management utilizes adjusted EBITDA and adjusted EBITDA margin in its financial decision-making process and to evaluate performance of the Company's consolidated results. Management also believes adjusted EBITDA and adjusted EBITDA margin are useful to investors in assessing the Company’s ongoing consolidated financial performance, as they provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance. Adjusted Operating Income and Adjusted Operating Margin The Company defines adjusted operating income as operating income adjusted to exclude : (i) the impact of restructuring expense, separation and transaction costs, impairment charges, other net expenses, and other gains and losses 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 . Adjusted operating margin is defined as adjusted operating income divided by adjusted sales. Management utilizes adjusted operating income and adjusted operating margin as key performance measures of segment income and for planning and forecasting purposes to allocate resources to our segments. Management believes these measures provide useful information to investors, as they are reflective of the operational profitability or loss of our segments. Adjusted Sales The Company defines adjusted sales as net sales adjusted to exclude certain agreements with our former parent that were entered into in connection with the spin-off. Management believes that adjusted sales is useful to investors, as it provides improved comparability between periods through the exclusion of certain temporary agreements with our former parent that are not indicative of the Company’s ongoing operations. Adjusted Net Earnings and Adjusted Net Earnings Per Diluted Share The Company defines adjusted net earnings and adjusted net earnings per diluted share as net earnings and net earnings per share adjusted to exclude : (i) the tax-effected impact of restructuring expense, separation and transaction costs, impairment charges, other net expenses, and other gains, losses and tax amounts 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 and adjusted net earnings per diluted share are useful to investors in assessing the Company’s ongoing financial performance, as they provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance. Adjusted Free Cash Flow The Company defines adjusted free cash flow as net cash provided by operating activities after adding back adjustments related to the ongoing effects of separation-related transactions, less capital expenditures, including tooling outlays. Management believes that adjusted free cash flow is useful to investors in assessing the Company's ability to service and repay its debt and return capital to shareholders. Further, management uses this n

<DOCUMENT>
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<TEXT>
 March 19, 2025

Chris P. Gropp
Vice President and Chief Financial Officer
PHINIA Inc.
3000 University Drive
Auburn Hills, MI 48326

 Re: PHINIA Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 8-K Filed February 13, 2025
 File No. 001-41708
Dear Chris P. Gropp:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 29

1. We note your presentation of adjusted net earnings per diluted share on
page 32 and
 have the following comments:
 Please revise future filings to clearly identify this measure as a
non-GAAP
 measure. Refer to Rule 100(b) of Regulation G, along with the first
bullet point
 under Question 100.05 of our Compliance & Disclosure Interpretations
on Non-
 GAAP Financial Measures.
 We note you present "Adjusted earnings per diluted share" as a bold
heading
 within your analysis of Results of Operations on a consolidated
basis. Please
 revise future filings to first provide a bold heading and brief
discussion of GAAP
 earnings per diluted share to avoid giving prominence to the non-GAAP
measure.
 Refer to Item 10(e)(1)(i)(A) of Regulation S-K, along with the fourth
bullet point
 under Question 102.10(a) of our Compliance & Disclosure
Interpretations
 March 19, 2025
Page 2

 on Non-GAAP Financial Measures.
 The introductory sentence above your reconciliation indicates that
the adjusting
 items in this non-GAAP measure are "not reflective of the Company's
ongoing
 operations." Since the line item titled "intangibles amortization
expense" appears
 to represent normal, recurring amortization of certain intangible
assets with 14-15
 year useful lives, your current disclosure does not appear to fully
explain why you
 believe this non-GAAP measure provides useful information to your
investors.
 Please refer to Item 10(e)(1)(i)(C) of Regulation S-K and revise
future filings
 accordingly.
 We note you provide on page 4 some broad statements regarding
non-GAAP
 financial measures contained in your Form 10-K. To the extent these
disclosures
 are intended to satisfy any of the disclosure requirements of Item
10(e) of
 Regulation S-K for your presentation of adjusted net earnings per
diluted share on
 page 32, for the ease of your investors, please revise future
filings to either
 provide a cross-reference to your disclosures on page 4 or consider
moving the
 disclosures that currently appear on page 4 to be in close proximity
to your
 presentation of adjusted net earnings per diluted share on page 32.
Liquidity and Capital Resources, page 33

2. We note your analysis of cash flows from operating activities on page
34. Please
 revise future filings to provide a more informative discussion and
analysis of cash
 flows from operating activities, including changes in working capital
components, for
 the periods presented. In doing so, explain the underlying reasons and
implications of
 material changes between periods to provide investors with an
understanding of trends
 and variability in cash flows. Also ensure that your disclosures are not
merely a
 recitation of changes evident from the cash flow statements. Refer to
Item 303(a) of
 Regulation S-K and Section IV.B. of SEC Release No. 33-8350.
Form 8-K Filed February 13, 2025
Exhibit 99.1, page 1

3. We note the presentation of various non-GAAP financial measures within
your
 earnings release and have the following comments:
 Please tell us where you have made the disclosures required by Item
 10(e)(1)(i)(C) of Regulation S-K, or revise future earnings releases
to clearly
 provide such disclosures. If the definition of each non-GAAP measure
seen on
 pages 9-10 is intended to satisfy this requirement, please revise
future earnings
 releases to better explain why each non-GAAP measure provides useful
 information to your investors. To the extent any such explanation
indicates the
 adjustments are for items "not reflective of the Company's ongoing
operations"
 but the adjustments include normal, recurring amortization expense,
please revise
 future earnings releases to provide a more robust explanation that
addresses why
 you believe the exclusion of amortization expense provides useful
information to
 your investors.
 We note that several of your non-GAAP measures include adjustments
for
 March 19, 2025
Page 3

 "separation and transaction costs" and "(gains) losses for other
one-time events."
 We further note that the exact nature of these items is not
immediately apparent
 from their titles, such that additional narrative may be needed to
clarify what these
 adjustments represent. Please revise future earnings releases to
provide your
 investors with additional detail about the nature of these
adjustments, such as the
 additional context and descriptions provided within Note 4 to the
audited financial
 statements in your Form 10-K.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Jennifer Thompson at 202-551-3737 or Hugh West at
202-551-3872
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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PHINIA INC.

3000 University Drive

Auburn Hills, MI 48326

(248) 754-9200

June 9, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attn: Thomas Jones

 Jay Ingram

 Re: PHINIA Inc.

  Registration Statement on Form 10

  File No. 001-41708

Dear Messrs. Jones and Ingram:

Reference is made to the Registration Statement on Form 10 (File No. 001-41708) (as amended to date, the “Registration Statement”), filed by PHINIA Inc., a Delaware corporation (the “Company”) with the Commission.

The Company hereby respectfully requests that the effective date for the Registration Statement be accelerated to 4 p.m. Eastern time, on June 13, 2023, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 promulgated thereunder.

If you have any questions regarding this letter or any related matter, please contact Patrick G. Quick at (414) 297-5678 or Mark T. Plichta at (414) 297-5670. The Company respectfully requests that it be notified of the effectiveness of the Registration Statement by a telephone call to either Mr. Quick or Mr. Plichta and that such effectiveness also be confirmed in writing.

Very truly yours,

PHINIA INC.

/s/ Brady D. Ericson

Brady D. Ericson

President and Chief Executive Officer

cc:

 Patrick G. Quick

 Mark T. Plichta

 Foley & Lardner LLP

CORRESP
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Document

 ATTORNEYS AT LAW

777 EAST WISCONSIN AVENUE

MILWAUKEE, WI  53202-5306

414.271.2400 TEL

414.297.4900 FAX

www.foley.com

WRITER’S DIRECT LINE

414.297.5678

pgquick@foley.com

June 5, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attn: Thomas Jones

 Jay Ingram

 Re: PHINIA Inc.

  Registration Statement on Form 10

  File No. 001-41708

Dear Messrs. Jones and Ingram:

On behalf of our client, PHINIA Inc., a Delaware corporation (the “Company”), we hereby submit in electronic form the accompanying Amendment No. 1 to the Registration Statement on Form 10 for the Company’s common stock (the “Registration Statement”).  The Registration Statement reflects the inclusion of certain information omitted from, and updates to, the Company’s previous filing.

We respectfully inform the Staff that our current intention is to submit Amendment No. 2 to the Registration Statement together with an acceleration request to the Commission on June 8 or 9, 2023, requesting that the Registration Statement be declared effective two business days later.

If you have any questions regarding Amendment No. 1, the Registration Statement or any related matter, please contact the undersigned at (414) 297-5678 or Mark T. Plichta at (414) 297-5670.

Very truly yours,

/s/ Patrick G. Quick

Patrick G. Quick

cc: Brady D. Ericson

 Chris P. Gropp

 Robert Boyle

 PHINIA Inc.

 Mark T. Plichta

 Foley & Lardner LLP

AUSTIN

BOSTON

CHICAGO

DALLAS

DENVER

 DETROIT

HOUSTON

JACKSONVILLE

LOS ANGELES

MADISON

 MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

 SACRAMENTO

SALT LAKE CITY

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

 TALLAHASSEE

TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

CORRESP
1
filename1.htm

Document

 ATTORNEYS AT LAW

777 EAST WISCONSIN AVENUE

MILWAUKEE, WI  53202-5306

414.271.2400 TEL

414.297.4900 FAX

www.foley.com

WRITER’S DIRECT LINE

414.297.5678

pgquick@foley.com

May 18, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attn:      SiSi Cheng

Melissa Gilmore

Re: PHINIA Inc.

 Draft Registration Statement on Form 10

 Submitted April 3, 2023

 CIK No. 0001968915

Dear Ms. Cheng and Ms. Gilmore:

On behalf of our client, PHINIA Inc., a Delaware corporation (the “Company” or “PHINIA”), we hereby submit in electronic form the accompanying Registration Statement on Form 10 for the Company’s common stock (the “Registration Statement”), together with exhibits.  The Company originally submitted a draft of the Registration Statement to the Securities and Exchange Commission (the “Commission”) on a confidential basis on April 3, 2023.

The Registration Statement reflects the responses of the Company to comments received in a letter from the Staff of the Commission (the “Staff”), dated April 28, 2023 (the “Comment Letter”), and the inclusion of certain other information. The discussion below is presented in the order of the numbered comments in the Comment Letter, and for ease of reference, we have reproduced the Staff’s comments below followed by the Company’s response. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement. All references to page numbers in the responses below are to the pages of the information statement filed as Exhibit 99.1 (the “Information Statement”) to the Registration Statement.

Questions and Answers about the Spin-Off, page iv

1.    Please revise your Q&A to discuss the material consequences to stockholders if Borg Warner waives any conditions and proceeds with the spin-off.

Response:

The Company respectfully advises the Staff that the Company has included revised Q&A disclosure on page v of the Information Statement that discusses the material consequences of

AUSTIN

BOSTON

CHICAGO

DALLAS

DENVER

 DETROIT

HOUSTON

JACKSONVILLE

LOS ANGELES

MADISON

 MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

 SACRAMENTO

SALT LAKE CITY

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

 TALLAHASSEE

TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

United States Securities and Exchange Commission

May 18, 2023

Page 2

such a waiver in response to the Question “Is the completion of the Spin-Off subject to the satisfaction or waiver of any conditions?”.

2.    Please revise your Q&A to address any material changes in stockholder rights between the existing BorgWarner common stock and your common stock. If none, please include an affirmative statement to that effect.

Response:

The Company respectfully advises the Staff that the Company has included revised Q&A disclosure on page vii of the Information Statement that discusses the material differences in stockholder rights under BorgWarner common stock and the Company’s common stock in response to the Question “What will govern my rights as a PHINIA stockholder?”.

Cautionary Statements for Forward-Looking Information, page 32

3.    Please note that the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 applies to issuers that are subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 at the time the statements are made. Please revise to remove the implication that the statements made in your registration statement are within the protection of the Private Securities Litigation Reform Act of 1995.

Response:

The Company respectfully advises the Staff that the Company has included revised disclosures on pages 33 and 34 of the Information Statement that omit all references to the Private Securities Litigation Reform Act of 1995.

Reasons for the Spin-Off, page 34

4.    Please revise your disclosure to discuss the potential benefits and negative factors with equal prominence. In this regard, we note that currently you provide a separate bullet point for each of the potential benefits, but you include the negative effects in the first full paragraph on page 35.

Response:

The Company respectfully advises the Staff that the Company has included revised disclosure of negative factors on page 36 of the Information Statement that lists the negative factors in bullet points and thereby gives them equal prominence to the positive factors.

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 61

5.    We note throughout your discussion and analysis of the results of operations for 2022 vs. 2021 starting on page 61 that you attribute the changes in each financial statement line item to numerous causal factors.  Please revise your MD&A to provide a more detailed and granular discussion that would provide greater transparency into the material components and potential variability of your selling, general, and administrative expenses (SG&A),

United States Securities and Exchange Commission

May 18, 2023

Page 3

research and development expenses (R&D), and other income (expense). For example, you should identify each financial statement line item and where you have multiple components your disclosures should:

•identify and quantify each individually significant component of SG&A and R&D;

•quantify the change in each respective component during each period; and

•discuss the reasons for the increases or decreases in the specific dollar amounts for each of the components identified.

Response:

The Company respectfully advises the Staff that the Company has included revised disclosures on pages 71 and 72 of the Information Statement that provide more detailed and granular discussion and therefore greater transparency into the material components and potential variability of its selling, general and administrative expenses, research and development expenses and other income (expense).

Liquidity and Capital Resources, page 66

6.    You disclose on page F-26 that you have arrangements with various financial institutions to sell eligible trade receivables from certain customers. If material, please expand your liquidity and capital resource disclosure to discuss the impact of your factoring arrangements on your liquidity position during each reported period and disclose any related known risks and trends.

Response:

The Company respectfully advises the Staff that the Company has included revised disclosures under “Liquidity and Capital Resources—Overview” on page 75 of the Information Statement that discuss the impact of its factoring arrangements on its liquidity.

Management, page 76

7.    Please describe the extent and nature of the role of the board of directors in overseeing cybersecurity risks, including in connection with the company's supply chain, suppliers/service providers.

Response:

The Company respectfully advises the Staff that the Company has inserted a new disclosure  under the heading “Management—Risk Oversight” on pages 92 and 93 of the Information Statement, which discloses the anticipated sharing of responsibility for oversight of risk, including cybersecurity risks, among management, the Board of Directors and the Board’s committees.

United States Securities and Exchange Commission

May 18, 2023

Page 4

Material U.S. Federal Income Tax Consequences of the Spin-Off, page 114

8.    We note the statement in the letter to shareholders that the transaction "is intended to" qualify as a tax-free spin-off.  Please revise this section to provide disclosure explaining the facts or circumstances resulting in this uncertainty and the degree of uncertainty.

Response:

The Company respectfully advises the Staff that neither BorgWarner nor PHINIA is uncertain with respect to the qualification of the Spin-Off as a tax-free spin-off, and BorgWarner’s use of “intended to” in the BorgWarner letter to shareholders merely reflects the expectations of BorgWarner and PHINIA.  Nonetheless, the Company has included a revised sentence in the BorgWarner letter to shareholders that states, “We expect that the spin-off will be tax-free to BorgWarner and its shareholders for U.S. federal income tax purposes, except for cash that stockholders may receive (if any) in lieu of fractional shares.”  This language is consistent with the language used in the cover page of the Information Statement.

9.    We note that it is a condition to the spin-off that BorgWarner receive a tax opinion that the spin-off will qualify as a tax-free reorganization. Please revise this section to disclose whether this condition can be waived and, if so, how you will notify shareholders of the waiver of this condition.

Response:

The Company respectfully advises the Staff that it has included revised disclosure on page 128 of the Information Statement stating that BorgWarner may waive the tax opinion condition and that the Company would notify stockholders of BorgWarner pursuant to an amendment to the Registration Statement or a Current Report on Form 8-K.

Combined Statement of Operations, page F-5

10.    We note your line item selling, general and administrative expenses which includes research and development costs.  Tell us your consideration for reflecting research and development costs separately on the face of your statement of operations given that it represents a significant portion of your SG&A expenses as well as the emphasis of R&D activities in your document.

Response:

The Company respectfully advises the Staff that when determining which line items to state separately on the face of the statement of operations, the Company considered the guidance in §210.5-03 of Regulation S-X. The Company generally considers items greater than 5% of net sales to be material. As net R&D expenses represented only 3.1% of net sales for the year ended December 31, 2022, and not more than 5% for any period presented, it was not included as a separate line item on the face of the statement of operations. The Company has provided additional details in Note 5 of the audited annual financial statements, and the MD&A includes revised disclosure that also provide these details.

United States Securities and Exchange Commission

May 18, 2023

Page 5

Note 1 - Summary of Significant Accounting Policies

Joint ventures and equity securities, page F-12

11.    We note your disclosure that you have a 52.5% non-controlling interest in Delphi-TVS Diesel Systems Ltd.  Please explain and expand your disclosure to provide the basis for applying the equity method to this investment. Include the significant terms of your arrangement with reference to the applicable accounting guidance and the reasons why you believe you do not have a controlling financial interest in it.

Response:

The Company respectfully advises the Staff that the Company performed a thorough analysis of its investment in Delphi-TVS (“D-TVS”) under ASC Topic 810. This analysis included consideration of the following terms of the arrangement and applicable accounting guidance:

Key Terms of the arrangement:

•The board of directors is composed of 11 directors, consisting of four directors nominated for appointment by the Company, four directors nominated for appointment by the joint venture partner, and three independent directors appointed in accordance with the law.

•Both the Company and the joint venture partner have equal representation on the board. Either a unanimous vote or a majority vote with at least two members appointed by each party is required for all board decisions.

•All key decisions, including, but not limited to, inputs in policymaking, material intra-entity transactions, interchange of managerial personnel, approval of budgets, technological dependency, etc., are taken by the board of directors. Any activity other than normal operations may be undertaken by the joint venture only with the mutual consent in writing of both partners.

•A managing director is appointed by both the Company and the joint venture partner. These appointed managing directors jointly manage the affairs of the Joint Venture, and custody and control of all its assets, documents, business and transactions, subject to the supervision, control and direction of the board of directors of the Joint Venture.

Analysis of the applicable guidance:

The Company analyzed whether it had the power/control over the joint venture entity to make key operating decisions and/or affect the economics of the joint ventures. Specifically, the Company noted:

•Joint control was clearly established by the composition of the board of directors. The construct of the board of directors prevents either party from having power/control as described in ASC 810 because both parties lack the ability to directly and/or indirectly control governance and management of D-TVS through either its ownership interest or the

United States Securities and Exchange Commission

May 18, 2023

Page 6

board representation – the Company can appoint four out of 11 board members, the joint venture partner appoints four members, and the remaining three members are independent directors. Further, the resolutions of the board of directors are passed only with unanimous vote or with a simple majority that includes two directors nominated by the Company and two directors nominated by the joint venture partner.

•Given joint control, unilateral control under the voting interest model is not achieved despite the 52.5% shareholding. Each joint venture partner has clear participation in all major decisions.

•Given joint control, power/control over the entity is not achieved and therefore neither party could be the primary beneficiary under the variable interest entity model.

As such, this joint venture should be accounted for under the equity method in accordance with the guidance in ASC 323-30-25-1 as the Company has significant influence on the board of directors as described above.

The Company respectfully advises the Staff that the Company has included revised disclosures in Note 1 of its audited combined financial statements on page F-37 of the Information Statement that expand its disclosure to provide additional details on the basis for applying the equity method to this investment.

General

12.    Please file all of your exhibits that are to be filed by amendment as soon as practicable. We will need adequate time to review and, if necessary, comment upon your disclosure regarding them.

Response:

The Company respectfully advises the Staff that the Company has filed all of its exhibits with the Registration Statement.

*     *     *

United States Securities and Exchange Commission

May 18, 2023

Page 7

If you have any questions regarding these responses to your comments or any other matter, please contact the undersigned at (414) 297-5678 or Mark T. Plichta at (414) 297-5670.

Very truly yours,

/s/ Patrick G. Quick

Patrick G. Quick

cc: Brady D. Ericson

 Chris P. Gropp

 Robert Boyle

 PHINIA Inc.

 Mark T. Plichta

 Foley & Lardner LLP

United States securities and exchange commission logo
April 28, 2023
Brady Ericson
President and Chief Executive Officer
PHINIA Inc.
3000 University Drive
Auburn Hills, Michigan 48326
Re:PHINIA Inc.
Draft Registration Statement on Form 10
Submitted April 3, 2023
CIK No. 0001968915
Dear Brady Ericson:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Draft Registration Statement on Form 10 submitted April 3, 2023
Questions and Answers about the Spin-Off, page iv
1.Please revise your Q&A to discuss the material consequences to stockholders if Borg
Warner waives any conditions and proceeds with the spin-off.
2.Please revise your Q&A to address any material changes in stockholder rights between the
existing BorgWarner common stock and your common stock. If none, please include an
affirmative statement to that effect.
Cautionary Statements for Forward-Looking Information, page 32
3.Please note that the safe harbor for forward-looking statements provided by the Private
Securities Litigation Reform Act of 1995 applies to issuers that are subject to the reporting
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 at

 FirstName LastNameBrady Ericson
 Comapany NamePHINIA Inc.
 April 28, 2023 Page 2
 FirstName LastNameBrady Ericson
PHINIA Inc.
April 28, 2023
Page 2
the time the statements are made. Please revise to remove the implication that the
statements made in your registration statement are within the protection of the Private
Securities Litigation Reform Act of 1995.
Reasons for the Spin-Off, page 34
4.Please revise your disclosure to discuss the potential benefits and negative factors with
equal prominence. In this regard, we note that currently you provide a separate bullet
point for each of the potential benefits, but you include the negative effects in the first full
paragraph on page 35.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 61
5.We note throughout your discussion and analysis of the results of operations for 2022 vs.
2021 starting on page 61 that you attribute the changes in each financial statement line
item to numerous causal factors.  Please revise your MD&A to provide a more detailed
and granular discussion that would provide greater transparency into the material
components and potential variability of your selling, general, and administrative expenses
(SG&A), research and development expenses (R&D), and other income (expense). For
example, you should identify each financial statement line item and where you have
multiple components your disclosures should:
•identify and quantify each individually significant component of SG&A and R&D;
•quantify the change in each respective component during each period; and
•discuss the reasons for the increases or decreases in the specific dollar amounts for
each of the components identified.
Liquidity and Capital Resources, page 66
6.You disclose on page F-26 that you have arrangements with various financial institutions
to sell eligible trade receivables from certain customers. If material, please expand your
liquidity and capital resource disclosure to discuss the impact of your factoring
arrangements on your liquidity position during each reported period and disclose any
related known risks and trends.
Management, page 76
7.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company's supply chain,
suppliers/service providers.
Material U.S. Federal Income Tax Consequences of the Spin-Off, page 114
8.We note the statement in the letter to shareholders that the transaction "is intended to"
qualify as a tax-free spin-off.  Please revise this section to provide disclosure explaining
the facts or circumstances resulting in this uncertainty and the degree of uncertainty.

 FirstName LastNameBrady Ericson
 Comapany NamePHINIA Inc.
 April 28, 2023 Page 3
 FirstName LastName
Brady Ericson
PHINIA Inc.
April 28, 2023
Page 3
9.We note that it is a condition to the spin-off that BorgWarner receive a tax opinion that the
spin-off will qualify as a tax-free reorganization. Please revise this section to disclose
whether this condition can be waived and, if so, how you will notify shareholders of the
waiver of this condition.
Combined Statement of Operations, page F-5
10.We note your line item selling, general and administrative expenses which includes
research and development costs.  Tell us your consideration for reflecting research and
development costs separately on the face of your statement of operations given that
it represents a significant portion of your SG&A expenses as well as the emphasis of R&D
activities in your document.
Note 1 - Summary of Significant Accounting Policies
Joint ventures and equity securities, page F-12
11.We note your disclosure that you have a 52.5% non-controlling interest in Delphi-TVS
Diesel Systems Ltd.  Please explain and expand your disclosure to provide the basis for
applying the equity method to this investment. Include the significant terms of your
arrangement with reference to the applicable accounting guidance and the reasons why
you believe you do not have a controlling financial interest in it.
General
12.Please file all of your exhibits that are to be filed by amendment as soon as practicable.
We will need adequate time to review and, if necessary, comment upon your disclosure
regarding them.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Patrick G. Quick