PHINIA : Form SD (Conflicts Mineral)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

PHINIA INC.

______________________________________________

(Exact name of registrant as specified in its charter)

Delaware	001-41708	92-2483604
State or other jurisdiction of	Commission File No.		(I.R.S. Employer
Incorporation or organization					Identification No.)
3000 University Drive Auburn Hills,	Michigan	48326
(Address of principal executive offices)		(Zip Code)

Robert Boyle

[phone]

(Name and telephone number, including area code, of the person to contact in connection with this

report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed:

☒	Securities Exchange Act (17	CFR 240.13p-1) for the reporting period from January 1,
☐	2023 to December 31, 2023.
Securities Exchange Act (17	CFR 240.13q-1) for the fiscal year ended ________.

Section 1 - Conflict Minerals Disclosure

Item 1.01. Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

PHINIA Inc. ("PHINIA" or the "Company") is filing this Form SD pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2023 through December 31, 2023.

The description of our reasonable country of origin inquiry ("RCOI") process, the results of our inquiry, and the determination we reached as a result of our RCOI process are included in our Conflict Minerals Report attached as an exhibit to this Form SD.

A copy of the Company's Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD and is publicly available on our website at www.phinia.com/company/sustainability.

The content of any website referred to in this Form SD or the Company's Conflict Minerals Report is not incorporated by reference in this Form SD or the Conflict Minerals Report.

Item 1.02. Exhibit

The Company's Conflict Minerals Report as required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.

Section 2 - Resource Extraction Issuer Disclosure

Item 2.01. Resource Extraction Issuer Disclosure and Report

Not Applicable.

Section 3 - Exhibits

Item 3.01. Exhibits

Exhibit 1.01- Conflict Minerals Report of PHINIA Inc. for the period January 1, 2023 to December 31, 2023, as required by Items 1.01 and 1.02, is filed as an exhibit to this Form SD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHINIA Inc.
Date: May 31, 2024	By:	/s/ Robert Boyle
		Name: Robert Boyle

Title: Vice President, General Counsel,

and Secretary

Exhibit 1.01

PHINIA INC.

Conflict Minerals Report

For the Reporting Period from January 1, 2023 to December 31, 2023

This Conflict Minerals Report ("Report") of PHINIA Inc. ("PHINIA" or the "Company") for the reporting period January 1, 2023 to December 31, 2023 (the "Reporting Period") is filed pursuant to Rule 13p-1 and Form SD under the Securities Exchange Act of 1934, as amended (collectively, the "Rule").

The Rule requires the annual filing with the Securities and Exchange Commission (the "SEC") of a Form SD, together with this Report (if relevant) as an exhibit to Form SD, regarding the sourcing of Conflict Minerals (as defined below) contained in the products that the Company manufactures or contracts to manufacture if those Conflict Minerals are necessary to the production or functionality of such products. Conflict Minerals are defined as gold, columbite-tantalite (coltan), cassiterite, wolframite, or their derivatives, which are limited to tantalum, tin, tungsten (collectively, "Conflict Minerals" or "3TG"). The "Covered Countries" for purposes of the Rule and this Report are the Democratic Republic of the Congo and its adjoining countries (Angola, Burundi, Central African Republic, Republic of Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia).

Company and Products Overview

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 in combustion and hybrid propulsion for commercial vehicles and industrial applications (heavy-duty and medium-duty trucks, off-highway construction, marine, aviation, and agricultural) and light vehicles (passenger cars, trucks, vans, and sport-utility). The Company is a global supplier to most major original equipment manufacturers ("OEMs"), offers a wide range of original equipment service ("OES") solutions and remanufactured products, and provides an expanded range of products for the independent ("non-OEM") aftermarket.

On December 6, 2022, BorgWarner Inc., a manufacturer and supplier of automotive industry components and parts ("Former Parent") announced plans for the complete legal and structural separation of its Fuel Systems and Aftermarket businesses by the spin-off of its wholly-owned subsidiary, PHINIA, which was formed on February 9, 2023 (the "Spin-Off").

On July 3, 2023, Former Parent completed the Spin-Off. As a result of these transactions, all of the assets, liabilities, and legal entities comprising Former Parent's Fuel Systems and Aftermarket businesses are now owned directly, or indirectly through its subsidiaries, by PHINIA. PHINIA is an independent, public company trading under the symbol "PHIN" on the New York Stock Exchange.

The Company's business is comprised of two reportable segments: Fuel Systems and Aftermarket. The Fuel Systems segment provides advanced fuel injection systems, fuel delivery modules, canisters, sensors, electronic control modules, and associated software. Our highly engineered fuel injection systems portfolio includes pumps, injectors, fuel rail assemblies, engine control modules, and complete systems, including software and calibration services, for traditional and hybrid applications. The Aftermarket segment provides a wide range of products, as well as maintenance, test equipment, and vehicle diagnostics solutions, to independent aftermarket and OES customers. The segment also includes sales of starters and alternators to OEMs.

Reasonable Country of Origin Inquiry

As required by the Rule, we conducted in good faith a reasonable country of origin inquiry ("RCOI") covering calendar year 2023. Our RCOI was reasonably designed to determine whether any of the necessary Conflict Minerals contained in our products originated in a Covered Country or came from recycled or scrap sources.

We engaged APA Engineering Conflict Minerals Due Diligence Service ("APA"), an experienced third- party service provider, to assist us with our RCOI, supplier engagement, and due diligence. The Company and APA utilized the International Material Data System to identify our products that may contain 3TG necessary to their functionality or production and mapped them to our direct suppliers. Through this process, the Company and APA identified approximately 321 direct suppliers that constituted our in-scope direct suppliers for 2023.

The Company obtained all contact details for the approximately 321 in-scope direct suppliers and provided this information to APA for uploading into APA's AutoGen - CM software platform that enables users to complete and track supplier communications and allows suppliers to upload completed conflict mineral reporting templates for validation, assessment, and management ("AutoGen - CM"). The AutoGen - CM evaluates the quality of each supplier response and assigns a score based on the supplier's declaration. Additionally, the metrics provided in this Report, as well as the step-by-step process for supplier engagement and upstream due diligence investigations performed, are managed through this platform. On the Company's behalf and through the AutoGen - CM, the APA team requested that all in-scope suppliers complete a Conflict Minerals Reporting Template ("CMRT") developed by the Responsible Minerals Initiative ("RMI") version 6.31 or higher.

For calendar year 2023, our suppliers identified a total of 366 verified smelters and refiners (sometimes herein, "SORs") that may have processed the necessary 3TG contained in our products. During the course of our RCOI, we were not able to confirm the country of origin for all of the 3TG that may be contained in the materials or products we purchased from our suppliers or to determine whether those 3TGs were from recycled or scrap sources. Therefore, we have concluded that some of our products manufactured during the Reporting Period may contain necessary 3TGs that may have originated in the Covered Countries or may not be from recycled or scrap sources. Accordingly, we performed due diligence in an effort to determine the source and chain of custody of these necessary 3TGs.

Due Diligence

Design of Due Diligence Measures

We designed our due diligence measures relating to 3TG to conform in all material respects with the due diligence framework in the Organisation for Economic Co-operation and Development (the "OECD") Due Diligence Guidance of Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, and the related supplement for tin, tantalum, and tungsten and the supplement for gold, Third Edition, 2016 (the "OECD Guidance").

Due Diligence Measures Performed

The following is a description of the due diligence measures we performed during and for the Reporting Period.

OECD Step #1: Establish Strong Company Management Systems

The Company has established a cross-functional team to support our Conflict Minerals due diligence and compliance efforts. The team is led by our Vice President and Chief Purchasing Officer and is comprised of representatives from Supply Chain Excellence, Legal, and Ethics and Compliance, in addition to other subject matter experts (the "Compliance Team"). We also have engaged APA, an experienced third-party service provider, to assist us with our due diligence and compliance efforts.

The Company is committed to continuing to operate in a socially responsible manner and expects suppliers throughout its supply chain to supply products and materials from socially responsible sources. To that end, the Company has developed a Conflict Minerals Statement that has been provided to all suppliers and can be found on our website at www.phinia.com.

We used the RMI's CMRT to gather information from our suppliers about SORs that processed the necessary 3TG contained in our products. We requested in-scope suppliers to complete the CMRT, and we encouraged our suppliers to consult the information contained on the RMI website. The Company is

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committed to retaining supplier responses and other communications and information relating to Conflict Minerals in electronic form for at least 5 years.

The Company has an independent, 24/7 hotline and web portal hosted by a third-party (the "Compliance Hotline") through which employees and external parties can anonymously and confidentially raise concerns or questions about compliance with our Code of Ethical Conduct and other Company policies

and principles, including the Company's Conflict Minerals Statement. The Compliance Hotline is available

in the local language of all areas in which we operate. Suppliers also may reach out to report concerns by email to [e-mail].

OECD Step #2: Identify and Assess Risks in the Supply Chain

We sent requests to all suppliers that we identified as having provided us with products containing 3TG, or that we believe may have provided us with products containing 3TG in calendar year 2023, and we asked them to provide us with a completed CMRT. We requested that they complete the CMRT at the product-level basis rather than at the company-level basis.

APA also provided suppliers training and education to guide them on best practices and the use of the CMRT. APA monitored and tracked all communications in the AutoGen - CM for reporting and transparency. The Company directly contacted suppliers that were unresponsive to APA's communications during the diligence process and requested that these suppliers complete the CMRT and submit it to APA.

APA's AutoGen - CM platform performed an automated data validation on all submitted CMRTs. The data validation identifies any contradictory answers in the CMRT. This data validation is based on questions within the declaration tab of the CMRT which help to identify areas that require further classification or risk assessment. The results of this data validation were shared with the suppliers to direct them to responses that require clarification or improvement.

All submitted CMRTs were accepted and classified as valid or invalid so that data is retained. Suppliers were contacted regarding invalid forms and were encouraged to submit a valid form. Suppliers were also provided with guidance on how to correct these validation errors in the form of written feedback to their CMRT submission, training courses, and direct engagement with APA. Because some suppliers remained unresponsive to feedback, the Company tracked and identified improvement opportunities.

APA reviewed the lists of SORs provided by our suppliers and validated and cross-referenced such SOR information against information on APA's database. APA cross-checked the SORs reported by our suppliers to determine whether the SORs were conformant or active with RMI's Responsible Minerals Assurance Process ("RMAP").

Each facility that is recognized by RMI as a smelter or refiner of a 3TG mineral is assessed by APA according to red-flag indicators defined in the OECD Guidance. APA uses numerous factors to determine the level of risk that each smelter or refiner poses to the supply chain by identifying red flags. These factors include:

• Geographic proximity to the DRC and Covered Countries;
• Known mineral source country of origin;
• RMAP audit status;
• Credible evidence of unethical or conflict sourcing; and
• Peer assessments conducted by credible third-party sources.

OECD Step #3: Design and Implement a Strategy to Respond to Identified Risks

Members of our Compliance Team periodically briefed the Vice President and Chief Purchasing Officer

about the Company's Conflict Minerals due diligence and compliance activities and the results of our due

diligence measures.

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APA followed up with non-responsive suppliers and with suppliers who provided incomplete responses or responses we believe to be inaccurate.

The Company distributed training materials to identified in-scope suppliers to reinforce the requirements of the Rule and our expectations of our suppliers. We distributed training materials to Company personnel

to reinforce the requirements of the Rule and our risk mitigation plan.

As part of our risk management process under the OECD Guidance, when facilities of concern were reported on a CMRT by one of the suppliers surveyed, risk mitigation activities were initiated by the lead manufacturing site or Global Commodity Manager responsible for managing the relationship with the supplier. Through APA, suppliers with submissions that included any SORs of concern were provided with feedback instructing that supplier to take their own independent risk mitigation actions. We also

requested that suppliers provide product-level basis responses in the CMRT to better identify the connection to products that they supply to the Company. Certain high-risk suppliers were given clear performance objectives to accomplish within reasonable timeframes, with the ultimate goal of progressive elimination of these SORs of concern from the supply chain. We monitor and track performance of risk mitigation efforts and provide periodic updates to our Vice President and Chief Purchasing Officer.

Any concerns reported through the Compliance Hotline will be reported to the Chief Compliance Officer

and investigated promptly. While the Company has not received any concerns relating to Conflict Minerals through the Compliance Hotline, any such concerns would also be reported to the Vice President and Chief Purchasing Officer, and fully investigated.

OECD Step #4: Carry Out Independent Third-Party Audit of Smelter/Refiner Due Diligence Practices

Because we do not have direct relationships with SORs, we rely on RMI for its RMAP audits of the SORs' due diligence activities. We requested that our in-scope suppliers encourage SORs in our Conflict Minerals supply chain to undergo an audit in accordance with the RMAP.

OECD Step #5: Report Annually on Supply Chain Due Diligence

This Report constitutes the Company's first annual report as an independent, public company on our Conflict Minerals due diligence. This Report and the Form SD are available on our website at https://www.phinia.com/company/sustainability and have been filed with the SEC. The website and information accessible through it are not incorporated into this document. We intend to file our Form SD and Report each year required by the Rule.

Results of Due Diligence

Because we have not received sufficient and complete responses from all of our in-scope suppliers, and many of the supplier responses provided us with data on a company-level or a business-level basis rather than on a product-level basis, we do not have sufficiently detailed information to conclusively determine the countries of origin or chain of custody of the necessary Conflict Minerals in our products.

1. Facilities Used to Process Necessary Conflict Minerals

Based on the information on RMI's public website, our suppliers identified a total of 366 SORs that may have processed the necessary 3TG contained in our products. Of those, 65% identified by our in-scope suppliers for calendar year 2023 were designated by RMI as conformant, 2% were designated by RMI as active, and 8% were designated by RMI as non-conformant. The remaining 25% were Eligible Facilities (as defined by RMI), but have not received an RMI designation.

Attached as Appendix A is a list of the 366 SORs identified by our suppliers in their completed CMRTs that also appear on the lists of SORs maintained by RMI. Because most of the CMRTs we received from our suppliers were made on a company- or business-level basis, rather than on a product-level basis, we are not able to identify which SORs actually processed the necessary 3TGs contained in our products. Therefore, our list of SORs in Appendix A may contain more facilities than those that actually processed

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the necessary 3TG contained in our products. All information on Appendix A is based on information made publicly available by the RMI and listed on the RMI website as of March 22, 2024.

2. Countries of Origin of Our Necessary Conflict Minerals.

APA reviewed the lists of SORs provided by our suppliers and validated and cross-referenced that information against APA's database. Based on this information, the possible countries of origin of the necessary Conflict Minerals in our products may include some or all of, but may not be limited to, the countries listed on Appendix B.

3. Efforts to Determine Mine or Location of Origin.

Our suppliers' responses and RMI's information did not provide sufficiently detailed information for us to determine the mine or location of origin of the necessary 3TG contained in our products in 2023. Our efforts to determine the mine and location of origin of the Conflict Minerals in our products with the greatest specificity consisted of the due diligence measures described in this Report.

Steps Taken and Being Taken to Mitigate Risk and Improve Due Diligence

As we further develop our due diligence in calendar year 2024, the Company intends to continue implementing the following steps to mitigate risk and improve our due diligence efforts and supplier engagement:

• Continue to strengthen our engagement with our suppliers regarding Conflict Minerals, including requiring CMRT information from key suppliers and any new supplier;
• Continue to ask our suppliers to provide product-level CMRTs to enhance the Company's reporting and compliance efforts;
• Continue to drive our suppliers to obtain current, accurate, and complete information from their supply chain about their smelters and refiners of Conflict Minerals;
• Work with our suppliers to encourage smelters and refiners identified as part of our supply chain which are sourcing, or believed to be sourcing, from the Covered Countries to be audited and certified to a protocol recognized by the RMAP, either directly or indirectly through suppliers and/or relevant industry partnerships, including follow-up in 2024 on smelters and refiners that were identified as requiring risk mitigation in connection with the preparation of this Report; and
• Evaluate participation in relevant trade associations to define and improve best practices and build leverage over the supply chain in accordance with the OECD Guidance.

Independent Private Sector Audit

Pursuant to guidance from the SEC, this Report is not required to be audited by an independent private sector auditor.

Cautionary Statement Regarding Forward-Looking Information

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact that provide current expectations or forecasts of future events or plans are based on certain assumptions and are not guarantees of future performance. Forward-looking statements use words such as "anticipate," "believe," "continue," "could," "designed," "effect," "estimate," "evaluate," "expect," "forecast," "goal," "initiative," "intend," "likely," "may," "outlook," "plan," "potential," "predict," "project," "pursue," "seek," "should," "target," "when," "will," "would," or other words of similar meaning.

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Forward-looking statements are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: (a) the responsible sourcing of minerals in our supply chain by our direct and indirect suppliers; (b) the effectiveness of traceability systems used by our direct and indirect suppliers to determine the source and chain of custody of minerals contained in our supply chain; and (c) other risks, uncertainties, and other factors described from time to time in the Company's reports filed with the SEC.

We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Risk Factors

The statements in this Report are based on the RCOI process and due diligence performed in good faith by the Company and are based on the information available at the time of this Report. A number of factors could introduce errors or otherwise affect the accuracy of statements made in this Report. These factors include, but are not limited to, gaps in supplier data, gaps in smelter data, errors or omissions in information provided by suppliers, errors or omissions in information provided by smelters and refiners, confusion by suppliers over requirements of the SEC final rule, gaps in supplier education and knowledge, errors or omissions in public information, translation of public data, oversights or errors in smelter or refiner audits, Covered Country-sourced materials being declared secondary materials, illegally tagged Conflict Minerals from Covered Countries being introduced into the supply chain, and smuggling of Conflict Minerals from Covered Countries to countries beyond the Covered Countries.

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Appendix A - Smelter and Refiner List

Based on our review of our suppliers' CMRT responses, the facilities that may have been used to process the 3TGs contained in our products may include, but may not be limited to, the smelters and refiners listed below. We have listed all confirmed smelters and refiners identified by our suppliers, but because of the nature and scope of our suppliers' CMRT responses, we have not determined which of these smelters and refiners actually processed the necessary 3TG in our products.

To the extent that sanctioned entities or countries appear on Appendix A, this listing reflects datasets obtained from RMI. The RMI datasets, in turn, include potential countries of origin compiled from data provided by RMI's participating members. The inclusion in Appendix A of any OFAC-sanctioned reflects these generalized third-party datasets and does not indicate actual sourcing from any sanctioned countries or parties.

Mineral	Smelter or Refiner Name	Smelter ID
Gold	8853 S.p.A.	CID002763
Gold	ABC Refinery Pty Ltd.	CID002920
Gold	Abington Reldan Metals, LLC	CID002708
Gold	Advanced Chemical Company	CID000015
Gold	African Gold Refinery	CID003185
Gold	Agosi AG	CID000035
Gold	Aida Chemical Industries Co., Ltd.	CID000019
Gold	Al Etihad Gold Refinery DMCC	CID002560
Gold	Albino Mountinho Lda.	CID002760
Gold	Alexy Metals	CID003500
Gold	Almalyk Mining and Metallurgical Complex (AMMC)	CID000041
Gold	AngloGold Ashanti Corrego do Sitio Mineracao	CID000058
Gold	Argor-Heraeus S.A.	CID000077
Gold	Asahi Pretec Corp.	CID000082
Gold	Asahi Refining Canada Ltd.	CID000924
Gold	Asahi Refining USA Inc.	CID000920
Gold	Asaka Riken Co., Ltd.	CID000090
Gold	Atasay Kuyumculuk Sanayi Ve Ticaret A.S.	CID000103
Gold	AU Traders and Refiners	CID002850
Gold	Augmont Enterprises Private Limited	CID003461
Gold	Aurubis AG	CID000113
Gold	Bangalore Refinery	CID002863
Gold	Bangko Sentral ng Pilipinas (Central Bank of the Philippines)	CID000128
Gold	Boliden Ronnskar	CID000157
Gold	C. Hafner GmbH + Co. KG	CID000176
Gold	Caridad	CID000180
Gold	CCR Refinery - Glencore Canada Corporation	CID000185
Gold	Cendres + Metaux S.A.	CID000189
Gold	CGR Metalloys Pvt Ltd.	CID003382
Gold	Chimet S.p.A.	CID000233
Gold	Chugai Mining	CID000264
Gold	Coimpa Industrial LTDA	CID004010
Gold	Daye Non-Ferrous Metals Mining Ltd.	CID000343
Gold	Degussa Sonne / Mond Goldhandel GmbH	CID002867
	A-1