ADDED
As of February 5, 2026, the registrant had 37,915,162 shares of common stock outstanding.
Recent Acquisition On August 1, 2025, the Company acquired 100% of Swedish Electromagnet Invest AB (SEM) for $47 million, comprised of $15 million of cash paid and $32 million cash used to extinguish debt assumed through the acquisition.
SEM is part of the Fuel Systems segment, and is a prominent provider of advanced natural gas, hydrogen and other alternative fuel ignition systems, injector stators and linear position sensors.
Refer to Note 2, Acquisition to the Consolidated Financial Statements in Item 8 of this Form 10-K for more information.
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.
Such unconsolidated sales totaled approximately $256 million, $224 million, and $228 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Fuel Systems The Fuel Systems segment provides advanced fuel injection systems, fuel delivery modules, canisters, sensors, electronic control modules and associated software, as well as OES solutions.
Aftermarket The Aftermarket segment sells products to independent aftermarket customers.
REMOVED
As of February 7, 2025, the registrant had 40,813,559 shares of common stock outstanding.
federal income tax purposes, and our or our Former Parent s failure to perform under, or additional disputes that may arise between the parties relating to, various transaction agreements executed in connection with the Spin-Off; and other risks and uncertainties described in Item 1A, Risk Factors and in our other reports filed from time to time with the Securities and Exchange Commission (the SEC).
Net sales by reportable segment were as follows: Year Ended December 31, (in millions) 2024 2023 2022 Fuel Systems $ 2,264 $ 2,407 $ 2,293 Aftermarket 1,393 1,329 1,284 Inter-segment eliminations (254) (236) (229) Net sales $ 3,403 $ 3,500 $ 3,348 The sales information presented above does not include the sales by the Company s unconsolidated joint venture (see sub-heading Joint Venture below).
Such unconsolidated sales totaled approximately $224 million, $228 million, and $235 million for the years ended December 31, 2024, 2023 and 2022, respectively.
In addition, the sales information for the years ended December 31, 2024 and 2023 includes $23 million and $50 million, respectively, of certain contract manufacturing agreements with BorgWarner that were entered into at the time of the Spin-Off.
Fuel Systems The Fuel Systems segment provides advanced fuel injection systems, fuel delivery modules, canisters, sensors, electronic control modules and associated software.
Product Lines and Customers During the year ended December 31, 2024, approximately 34% of the Company s net sales were for independent aftermarket customers and OES, approximately 27% were for light passenger vehicle applications; approximately 20% were for commercial vehicle and industrial applications; approximately 18% were for light commercial vehicle applications, and 1% for other markets.
The Company s worldwide net sales to General Motors Company during the years ended December 31, 2024, 2023, and 2022 were 17%, 16% , and 12%, respectively.
Sales to the Company s top five customers represented 40% of sales for the year ended December 31, 2024.
Year Ended December 31, (in millions) 2024 2023 2022 Gross R D costs $ 209 $ 188 $ 200 Customer reimbursements (97) (80) (96) Net R D costs $ 112 $ 108 $ 104 Net R D costs as a percentage of net sales were 3.3%, 3.1% and 3.1% for the years ended December 31, 2024, 2023 and 2022, respectively.