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
Brady Ericson
FirstName LastNameBrady Ericson
PHINIA Inc.
Comapany
April NamePHINIA Inc.
28, 2023
April 228, 2023 Page 2
Page
FirstName LastName
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.
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,
FirstName LastNameBrady Ericson
Division of
Corporation Finance
Comapany NamePHINIA Inc.
Office of
Manufacturing
April 28, 2023 Page 3
cc: Patrick G. Quick
FirstName LastName