UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-38636
Garrett Motion Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
La Pièce 16, Rolle, Switzerland
(Address of Principal Executive Offices)
82-4873189
(I.R.S. Employer
Identification No.)
1180
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
+41 21 695 30 00
(Registrant’s telephone number, including area code)
Title of each class
None
Trading Symbol(s)
None
Name of each exchange on which registered
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
☐
☐
☐
Accelerated filer
Smaller reporting company
☒
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $415 million based on the closing price of its common stock on the New York Stock Exchange
on June 30, 2020, the last business day of the registrant’s second fiscal quarter.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes ☐ No ☐
As of February 4, 2021, the registrant had 75,813,634 shares of common stock, $0.001 par value, outstanding.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risks
Financial Statements and Supplementary Data
Consolidated and Combined Statements of Operations
Consolidated and Combined Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated and Combined Statements of Cash Flows
Consolidated and Combined Statements of Equity (Deficit)
Notes to Consolidated and Combined Financial Statements
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10- K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Signatures
2
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EXPLANATORY NOTE
On September 20, 2020 (the “Petition Date”), Garrett Motion Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) each
filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court
for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered
under the caption “In re: Garrett Motion Inc., 20-12212.”
On the Petition Date, the Debtors entered into a Restructuring Support Agreement (as amended, restated, supplemented or otherwise modified from
time to time, the “RSA”) with consenting lenders (the “Consenting Lenders”) holding, in the aggregate, approximately 61% of the aggregate outstanding
principal amount of loans under that certain Credit Agreement, dated as of September 27, 2018, (as amended, restated, supplemented or otherwise modified
from time to time, the “Prepetition Credit Agreement”) by and among the Company, as Holdings, Garrett LX III S.à r.l., as Lux Borrower, Garrett
Borrowing LLC, as U.S. Co-Borrower, Garrett Motion S.à r.l., as Swiss Borrower, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent. Pursuant to the RSA, the Consenting Lenders and the Debtors agreed to the principal terms of a financial restructuring, to
be implemented through a plan of reorganization under the Bankruptcy Code, and which could include the sale of all or substantially all of the assets of
certain Debtors and of the stock of certain Debtors and other subsidiaries, as further described below. On January 6, 2021, the Debtors and Consenting
Lenders holding no less than a majority of the aggregate outstanding principal amount of loans under the Prepetition Credit Agreement then held by all
Consenting Lenders entered into Amendment No. 1 to the Restructuring Support Agreement (the “Amendment”), which, among other things, extended
certain milestones contained in the RSA.
On the Petition Date, certain of the Debtors also entered into a share and asset purchase agreement (as amended, restated, supplemented or
otherwise modified from time to time, the “Stalking Horse Purchase Agreement”) with AMP Intermediate B.V. (the “Stalking Horse Bidder”) and AMP
U.S. Holdings, LLC, each affiliates of KPS Capital Partners, LP (“KPS”), pursuant to which the Stalking Horse Bidder agreed to purchase, subject to the
terms and conditions contained therein, substantially all of the assets of the Debtors. The Stalking Horse Purchase Agreement constituted a “stalking horse”
bid that was subject to higher and better offers by third parties in accordance with the bidding procedures approved by the Bankruptcy Court in an order
entered by the Bankruptcy Court after hearings on October 21, 2020 and October 23, 2020 (the “Bidding Procedures Order”). The Bidding Procedures
Order permitted third parties to submit competing proposals for the purchase and/or reorganization of the Debtors and approved stalking horse protections
for the Stalking Horse Bidder.
On October 6, 2020, the Bankruptcy Court entered an order granting interim approval of the Debtors’ entry into a Senior Secured Super-Priority
Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), with the lenders party thereto (the “DIP Lenders”) and Citibank N.A. as
administrative agent (the “DIP Agent”). On October 9, 2020 (the “Closing Date”), the Company, the DIP Agent and the DIP Lenders entered into the DIP
Credit Agreement. The DIP Credit Agreement provides for a senior secured, super-priority term loan (the “DIP Term Loan Facility”) in the principal
amount of $200 million, $100 million of which was funded on the Closing Date and $100 million of which was subsequently funded on October 26, 2020,
following entry of the Bankruptcy Court’s final order approving the DIP Term Loan Facility on October 23, 2020. The proceeds of the DIP Term Loan
Facility are to be used by the Debtors to (a) pay certain costs, premiums, fees and expenses related to the Chapter 11 Cases, (b) make payments pursuant to
any interim or final order entered by the Bankruptcy Court pursuant to any “first day” motions permitting the payment by the Debtors of any prepetition
amounts then due and owing, (c) make certain adequate protection payments in accordance with the DIP Credit Agreement and (d) fund working capital
needs of the Debtors and their subsidiaries to the extent permitted by the DIP Credit Agreement. On October 12, 2020, the Company, the DIP Agent and
the DIP Lenders entered into the First Amendment to the DIP Credit Agreement (the “First DIP Amendment”). The First DIP Amendment eliminates the
obligation for the Company to pay certain fees to the DIP Lenders in connection with certain prepayment events under the DIP Credit Agreement.
In accordance with the Bidding Procedures Order, the Debtors held an auction (the “Auction”) at which they solicited and received higher and
better offers from KPS and from a consortium made up of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin
Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P., or affiliates thereof (collectively, the “OWJ
Group”). In addition to the bids received at the Auction from KPS and the OWJ Group, the Debtors also received a transaction proposal in parallel from
Centerbridge Partners, L.P., Oaktree Capital Management, L.P., Honeywell International Inc. and certain other investors and parties (collectively, the “CO
Group”). The Auction was completed on January 8, 2021, at which point the Debtors filed with the Bankruptcy Court (i) an auction notice noting that a bid
received from KPS was the successful bid at the Auction but that the Debtors were still considering the proposal from the CO Group, (ii) a plan of
reorganization (as may be amended, restated, supplemented or otherwise modified from time to time, the “Plan”) and (iii) a related disclosure statement (as
may be amended, restated, supplemented or otherwise modified from time to time, (the “Disclosure Statement”).
3
On January 11, 2021, the Debtors, having determined that the proposal from the CO Group was a higher and better proposal than the successful bid
of KPS at the Auction, entered into a Plan Support Agreement with the CO Group (as amended, restated, supplemented or otherwise modified from time to
time, the “PSA”) and announced their intention to pursue a restructuring transaction with the CO Group (the “Transaction”). As a result of the entry into the
PSA, (i) the Debtors filed a supplemental auction notice with the Bankruptcy Court on January 11, 2021 describing the Debtors’ determination to proceed
with the Transaction, (ii) the Debtors filed a revised Plan to implement the Transaction and a related revised Disclosure Statement with the Bankruptcy
Court on January 22, 2021 and (iii) the Stalking Horse Purchase Agreement became terminable, following which, on January 15, 2021, the Stalking Horse
Bidder terminated the Stalking Horse Purchase Agreement and the Debtors subsequently paid a termination payment of $63 million and an expense
reimbursement payment of $15.7 million to the Stalking Horse Bidder pursuant to the terms of the Stalking Horse Purchase Agreement and the Bidding
Procedures Order.
In accordance with the terms of the PSA, on January 22, 2021, the Debtors’ entered into an Equity Backstop Commitment Agreement (the
“EBCA”) with certain members of the CO Group (the “Equity Backstop Parties”), pursuant to which, among other things, the Company will conduct the
rights offering contemplated by the PSA (the “Rights Offering”) and each Equity Backstop Party committed to (i) exercise its rights, as a stockholder of the
Company, to purchase in the Rights Offering shares of the convertible Series A preferred stock of the Company to be offered in the Rights Offering (the
“Series A Preferred Stock”) and (ii) purchase, on a pro rata basis (in accordance with percentages set forth in the EBCA), shares of Series A Preferred
Stock which were offered but not subscribed for in the Rights Offering.
On February 15, 2021, the Debtors and the CO Group agreed with certain of the Consenting Lenders to amend and restate the PSA so as to, among
other things, add certain of the Consenting Lenders as parties thereto supporting the Plan.
The Debtors’ entry into and performance and obligations under the PSA and the EBCA are subject to approval by the Bankruptcy Court and other
customary closing conditions. On February 9, 2021, the official committee of equity securities holders (the “Equity Committee”) filed an objection to the
Debtors’ motion seeking authority to enter into and perform under the PSA and the ECBA. A hearing on the matter is scheduled to take place in the
Bankruptcy Court on February 16, 2021. There can be no assurances that the Debtors will obtain the approval of the Bankruptcy Court and complete the
Transaction.
On January 24, 2021, representatives of the Equity Committee submitted a restructuring term sheet for a proposed plan of reorganization sponsored
by Atlantic Park. The Equity Committee subsequently filed with the Bankruptcy Court on February 5, 2021, a proposed plan of reorganization and related
disclosure statement with respect to such transaction (as reflected in the proposed plan of reorganization filed with the Bankruptcy Court, the “Atlantic Park
Proposal”). The transactions contemplated under the Atlantic Park Proposal have been proposed as an alternative to the transactions contemplated under the
Plan. In connection with the Atlantic Park Proposal, the Equity Committee filed a motion with the Bankruptcy Court seeking to modify the Debtors’
exclusive periods to file and solicit votes on a Chapter 11 plan. The Equity Committee’s motion is scheduled to be heard by the Bankruptcy Court on
February 16, 2021. The Company has significant concerns with the feasibility of the Atlantic Park Proposal and has concluded that at this time the
transactions contemplated under the Atlantic Park Proposal are not reasonably likely to lead to a higher and better alternative plan of reorganization as
compared to the Plan. The Equity Committee has also filed a revised proposed plan of reorganization and disclosure statement in connection with the
Atlantic Park Proposal with the Bankruptcy Court on February 15, 2021.
The disclosures in this Annual Report on Form 10-K should be read in the context of the Chapter 11 Cases. All documents filed with the
Bankruptcy Court are available for inspection at the Office of the Clerk of the Bankruptcy Court or online (a) for a fee on the Bankruptcy Court’s website
at www.ecf.uscourts.gov and (b) free of charge on the website of the Debtors’ claims and noticing agent, Kurtzman Carson Consultants LLC at
http://www.kccllc.net/garrettmotion.
See Note 2 Reorganization and Chapter 11 Proceedings of the Notes to the Company’s Condensed Consolidated and Combined Financial
Statements for additional information regarding the Chapter 11 Cases, the RSA, the Stalking Horse Purchase Agreement, the PSA, the ECBA, the
Transaction and the DIP Credit Agreement.
4
BASIS OF PRESENTATION
On October 1, 2018, Garrett Motion Inc. became an independent publicly-traded company through a pro rata distribution (the “Distribution”) by
Honeywell International Inc. (“Former Parent” or “Honeywell”) of 100% of the then-outstanding shares of Garrett to Honeywell’s stockholders (the “Spin-
Off”). Each Honeywell stockholder of record received one share of Garrett common stock for every 10 shares of Honeywell common stock held on the
record date.
Unless the context otherwise requires, references to “Garrett,” “we,” “us,” “our,” and “the Company” in this Annual Report on Form 10-K refer to
Garrett Motion Inc. and its subsidiaries following the Spin-Off.
This Annual Report on Form 10-K contains financial information that was derived partially from the consolidated financial statements and
accounting records of Honeywell. The accompanying consolidated and combined financial statements of Garrett (“Consolidated and Combined Financial
Statements”) reflect the consolidated and combined historical results of operations, financial position and cash flows of Garrett, for periods following the
Spin-Off, and the Transportation Systems Business, for all periods prior to the Spin-Off, as it was historically managed in conformity with accounting
principles generally accepted in the United States of America (“U.S. GAAP”). Therefore, the historical consolidated and combined financial information
may not be indicative of our future performance and does not necessarily reflect what our consolidated and combined results of operations, financial
condition and cash flows would have been had the Business operated as a separate, publicly traded company during the entirety of the periods presented,
particularly because of changes that we have experienced, and expect to continue to experience in the future, as a result of our separation from Honeywell,
including changes in the financing, cash management, operations, cost structure and personnel needs of our business.
Throughout this Annual Report on Form 10-K, we reference certain industry sources. While we believe the compound annual growth rate
(“CAGR”) and other projections of the industry sources referenced in this Annual Report on Form 10-K are reasonable, forecasts based upon such data
involve inherent uncertainties, and actual outcomes are subject to change based upon various factors beyond our control. All data from industry sources is
provided as of the latest practicable date prior to the filing of this Annual Report on Form 10-K and may be subject to change.
5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. We intend such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Annual Report, including without limitation
statements regarding our future results of operations and financial position, the consequences and outcome of the Chapter 11 Cases, other potential claims
against the Debtors related to the Chapter 11 Cases, the completion of the Transaction (including our global settlement with Honeywell), the impact of the
delisting of our common stock from the New York Stock Exchange, the anticipated impact of the novel coronavirus (“COVID-19”) pandemic on our
business, results of operations and financial position, expectations regarding the growth of the turbocharger and electric vehicle markets and other industry
trends, the sufficiency of our cash and cash equivalents, anticipated sources and uses of cash, anticipated investments in our business, our business strategy,
pending litigation, anticipated payments under our agreements with Honeywell, if our global settlement with Honeywell is not approved by the Bankruptcy
Court, and the expected timing of those payments, anticipated interest expense, and the plans and objectives of management for future operations and
capital expenditures are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that
may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or
implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of
these terms or other similar expressions. The forward-looking statements in this Annual Report are only predictions. We have based these forward-looking
statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial
condition and results of operations. These forward-looking statements speak only as of the date of this Annual Report and are subject to a number of
important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described in
Part I, Item 1A. “Risk Factors,” of this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission.
You should read this Annual Report and the documents that we reference herein completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as
required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new
information, future events, changed circumstances or otherwise.
6
Our business is subject to numerous risks and uncertainties, including those described in Part I Item 1A. “Risk Factors” in this Annual Report on
Form 10-K. You should carefully consider these risks and uncertainties when investing in our common stock. The principal risks and uncertainties affecting
our business include the following:
Summary Risk Factors
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the ability to obtain Bankruptcy Court approval in the Chapter 11 Cases with respect to the Debtors’ motions, the outcome of the
Bankruptcy Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, including the length of time the
Debtors will operate in the Chapter 11 Cases and the ability to obtain Bankruptcy Court approval of the adequacy of the Debtors’
Disclosure Statement and confirmation of the Debtors’ Plan;
restrictions on our operations as a result of the Chapter 11 Cases, the PSA and the DIP Credit Agreement;
ability to complete a restructuring transaction (including in accordance with the PSA and the ECBA) or realize adequate consideration
for such transaction or complete a global settlement with Honeywell for spin-off related claims (including in accordance with the PSA)
with the approval of the Bankruptcy Court;
the potential adverse effects of extended operation during the Chapter 11 Cases on our business, financial condition, results of
operations and liquidity, including potential loss of customers and suppliers, management and other key personnel;
the availability of additional financing to maintain our operations if the DIP Term Loan Facility should become unavailable or
insufficient;
the potential to experience increased levels of employee attrition as a result of the Chapter 11 Cases;
ability to utilize our net operating loss carryforwards in future years;
the delisting of our common stock from NYSE and resulting potential for limited liquidity and increased price volatility of our common
stock;
other litigation and the inherent risks involved in a bankruptcy process, including the possibility of converting to a proceeding under
Chapter 7 of the Bankruptcy Code;
the effect of the Chapter 11 Cases on the trading price and liquidity of our securities;
changes in the automotive industry and economic or competitive conditions;
our ability to develop new technologies and products, and the development of either effective alternative turbochargers or new
replacement technologies;
any failure to protect our intellectual property or allegations that we have infringed the intellectual property of others; and our ability to
license necessary intellectual property from third parties;
potential material losses and costs as a result of any warranty claims and product liability actions brought against us;
any significant failure or inability to comply with the specifications and manufacturing requirements of our original equipment
manufacturer customers or by increases or decreases to the inventory levels maintained by our customers;
changes in the volume of products we produce and market demand for such products and prices we charge and the margins we realize
from our sales of our products;
any loss of or a significant reduction in purchases by our largest customers, material nonpayment or nonperformance by any our key
customers, and difficulty collecting receivables;
inaccuracies in estimates of volumes of awarded business;
work stoppages, other disruptions or the need to relocate any of our facilities;
supplier dependency;
7
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any failure to meet our minimum delivery requirements under our supply agreements;
any failure to increase productivity or successfully execute repositioning projects or manage our workforce;
potential material environmental liabilities and hazards;
natural disasters and physical impacts of climate change;
pandemics, including without limitation the COVID-19 pandemic, and effects on our workforce and supply chain;
technical difficulties or failures, including cybersecurity risks;
the outcome of and costs associated with pending and potential material litigation matters, including our pending lawsuit against
Honeywell;
changes in legislation or government regulations or policies, including with respect to CO2 reduction targets in Europe as part of the
Green Deal objectives or other similar changes which may contribute to a proportionately higher level of battery electric vehicles;
risks related to international operations and our investment in foreign markets, including risks related to the withdrawal of the United
Kingdom from the European Union;
the terms of our indebtedness and our ability to access capital markets;
unforeseen adverse tax effects;
our leveraged capital structure and liabilities to Honeywell may pose significant challenges to our overall strategic and financial
flexibility and have a material adverse effect on our business, liquidity position and financial position; and
inability to recruit and retain qualified personnel.
8
Item 1. Business
Our Company
PART I
Our Company designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle
original equipment manufacturers (“OEMs”) and the global vehicle independent aftermarket as well as automotive software solutions. These OEMs in turn
ship to consumers globally. We are a global technology leader with significant expertise in delivering products across gasoline, diesel, natural gas and
electric (hybrid and fuel cell) powertrains. These products are key enablers for fuel economy and emission standards compliance.
Our products are highly engineered for each individual powertrain platform, requiring close collaboration with our customers in the earliest years
of powertrain and new vehicle design. Our turbocharging and electric-boosting products enable our customers to improve vehicle performance while
addressing continually evolving and converging regulations that mandate significant increases in fuel efficiency and reductions in exhaust emissions
worldwide.
We offer light vehicle gasoline, light vehicle diesel and commercial vehicle turbochargers that enhance vehicle performance, fuel economy and
drivability. A turbocharger provides an engine with a controlled and pressurized air intake, which intensifies and improves the combustion of fuel to
increase the amount of power sent through the transmission and to improve the efficiency and exhaust emissions of the engine. Market penetration of light
vehicles with a turbocharger is expected to increase from approximately 51% in 2020 to approximately 55% by 2025, according to IHS Markit (“IHS”),
which we believe will allow the turbocharger market to grow at a faster rate than overall automobile production.
Building on our expertise in turbocharger technology, we have also developed electric-boosting technologies targeted for use in electrified
powertrains, primarily hybrid and fuel cell vehicles. Our products include electric turbochargers and electric compressors that provide more responsive
driving and optimized fuel economy in electrified vehicles. Our early-stage and collaborative relationships with our global OEM customer base have
enabled us to increase our knowledge of customer needs for vehicle safety, predictive maintenance, and advanced controllers to develop new connected
and software-enabled products.
In addition, we have emerging opportunities in technologies, products and services that support the growing connected vehicle market, which
include software focused on automotive cybersecurity and integrated vehicle health management (“IVHM”). Our focus is developing solutions for
enhancing cybersecurity of connected vehicles, as well as in-vehicle monitoring to provide maintenance diagnostics, which reduce vehicle downtime and
repair costs. For example, our Intrusion Detection and Prevention System uses anomaly detection technology that functions like virus detection software to
perform real-time data analysis to ensure every message received by a car’s computer is valid. Our IVHM tools detect intermittent faults and anomalies
within complex vehicle systems to provide a more thorough understanding of the real-time health of a vehicle system and enable customers to fix faults
before they actually occur. We are collaborating with tier-one suppliers on automotive cybersecurity software solutions and with several major OEMs on
IVHM technologies.
Our comprehensive portfolio of turbocharger, electric-boosting and connected vehicle technologies is supported by our five research and
development (“R&D”) centers, 11 close-to-customer engineering facilities and 13 factories, which are strategically located around the world. Our
operations in each region have self-sufficient sales, engineering and production capabilities, making us a nimble local competitor, while our standardized
manufacturing processes, global supply chain, worldwide technology R&D and size enable us to deliver the scale benefits, technology leadership, cross-
regional support and extensive resources of a global enterprise. In high-growth regions, including China and India, we have established a local footprint,
which has helped us secure strong positions with in-region OEM customers who demand localized engineering and manufacturing content but also require
the capabilities and track record of a global leader.
We also sell our technologies in the global aftermarket through our distribution network of more than 200 distributors covering 160 countries.
Through this network, we provide approximately 5,300 part-numbers and products to service garages across the globe. Garrett is a leading brand in the
independent aftermarket for both service replacement turbochargers as well as high-end performance and racing turbochargers. We estimate that over 110
million vehicles on the road today utilize our products, further supporting our global aftermarket business.
9
Leading technology, continuous innovation, product performance and OEM engineering collaboration are central to our customer value proposition
and a core part of our culture and heritage. In 1962, we introduced a turbocharger for a mass-produced passenger vehicle. Since then, we have introduced
many other notable technologies in mass-production vehicles, such as turbochargers with variable geometry turbines, dual-boost compressors, ball-bearing
rotors and electronically actuated controls, all of which vastly improve engine response when accelerating at low speeds and increase power at higher
speeds and enable significant improvements in overall engine fuel economy and exhaust emissions for both gasoline and diesel engines. Our portfolio
today includes approximately 1,600 patents and patents pending.
Reorganization and Chapter 11 Proceedings
On the Petition Date, the Debtors each entered into the RSA and filed a voluntary petition for relief under the Bankruptcy Code in the Bankruptcy
Court. The Chapter 11 Cases are being jointly administered under the caption “In re: Garrett Motion Inc., 20-12212.”
On the Petition Date, certain of the Debtors also entered into the Stalking Horse Purchase Agreement with the Stalking Horse Bidder and AMP
U.S. Holdings, LLC, each affiliates of KPS, pursuant to which the Stalking Horse Bidder agreed to purchase, subject to the terms and conditions contained
therein, substantially all of the assets of the Debtors. The Stalking Horse Purchase Agreement constituted a “stalking horse” bid that was subject to higher
and better offers by third parties in accordance with the bidding procedures approved by the Bankruptcy Court in the Bidding Procedures Order. The
Bidding Procedures Order permitted third parties to submit competing proposals for the purchase and/or reorganization of the Debtors and approved
stalking horse protections for the Stalking Horse Bidder.
On the Petition Date, we were notified by the New York Stock Exchange (the “NYSE”) that, as a result of the Chapter 11 Cases, and in accordance
with Section 802.01D of the NYSE Listed Company Manual, that NYSE had commenced proceedings to delist our common stock from the NYSE. The
NYSE indefinitely suspended trading of our common stock on September 21, 2020. We determined not to appeal the NYSE’s determination. On October 8,
2020, the NYSE filed a Form 25-NSE with the Securities and Exchange Commission, which removed our common stock from listing and registration on
the NYSE effective as of the opening of business on October 19, 2020. The delisting of our common stock from NYSE has and could continue to limit the
liquidity of our common stock, increase the volatility in the price of our common stock, and hinder our ability to raise capital.
In accordance with the Bidding Procedures Order, the Debtors held the Auction at which they solicited and received higher and better offers from
KPS and the OWJ Group. In addition to the bids received at the Auction from KPS and the OWJ Group, the Debtors also received a transaction proposal in
parallel from the CO Group. The Auction was completed on January 8, 2021, at which point the Debtors filed with the Bankruptcy Court (i) an auction
notice noting that a bid received from KPS was the successful bid at the Auction but that the Debtors were still considering the proposal from the CO
Group, (ii) the Plan and Disclosure Statement. On January 11, 2021, the Debtors, having determined that the proposal from the CO Group was a higher and
better proposal than the successful bid of KPS at the Auction, entered into the PSA and announced their intention to pursue a restructuring transaction with
the CO Group. As a result of the entry into the PSA, (i) the Debtors filed a supplemental auction notice with the Bankruptcy Court on January 11, 2021
describing the Debtors’ determination to proceed with the Transaction, (ii) the Debtors filed a revised Plan and related revised Disclosure Statement with
the Bankruptcy Court on January 22, 2021 to implement the Transaction and (iii) the Stalking Horse Purchase Agreement became terminable, following
which, on January 15, 2021, the Stalking Horse Bidder terminated the Stalking Horse Purchase Agreement and the Debtors subsequently paid a termination
payment of $63 million and an expense reimbursement payment of $15.7 million to the Stalking Horse Bidder pursuant to the terms of the Stalking Horse
Purchase Agreement and the Bidding Procedures Order.
Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the indemnification and reimbursement
agreement with Honeywell entered into on September 12, 2018 (the “Honeywell Indemnity Agreement”), that certain Indemnification Guarantee
Agreement, dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), by and
among Honeywell ASASCO 2 Inc. as payee, Garrett ASASCO as payor, and certain subsidiary guarantors as defined therein (the “Guarantee Agreement,”
and together with the Honeywell Indemnity Agreement, the “Indemnity Agreements”) and the tax matters agreement with Honeywell, dated September 12,
2018 (the “Tax Matters Agreement”) and (b) the dismissal with prejudice of the lawsuits against Honeywell relating to the Honeywell Indemnity
Agreement and the Tax Matters Agreement (the “Honeywell Litigation”) in exchange for (x) a $375 million cash payment by the company at emergence
from chapter 11 (“Emergence”) and (y) new Series B Preferred Stock issued by the Company payable in installments of $35 million in 2022, and $100
million annually 2023-2030 (the “Series B Preferred Stock”).
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In accordance with the terms of the PSA, on January 22, 2021, the Debtors’ entered into the EBCA with the Equity Backstop Parties, pursuant to
which, among other things, the Company will conduct the Rights Offering and each Equity Backstop Party committed to (i) exercise its rights, as a
stockholder of the Company, to purchase in the Rights Offering shares of the Series A Preferred Stock and (ii) purchase, on a pro rata basis (in accordance
with percentages set forth in the EBCA), shares of Series A Preferred Stock which were offered but not subscribed for in the Rights Offering.
On February 15, 2021, the Debtors and the CO Group agreed with certain of the Consenting Lenders to amend and restate the PSA so as to, among
other things, add certain of the Consenting Lenders as parties thereto supporting the Plan.
The Debtors’ entry into and performance and obligations under the PSA and the EBCA are subject to approval by the Bankruptcy Court and other
customary closing conditions. On February 9, 2021, the Equity Committee filed an objection to the Debtors’ motion seeking authority to enter into and
perform under the PSA and the ECBA. A hearing on the matter is scheduled to take place in the Bankruptcy Court on February 16, 2021. There can be no
assurances that the Debtors will obtain the approval of the Bankruptcy Court and complete the Transaction.
On January 24, 2021, representatives of the Equity Committee submitted a restructuring term sheet for the Atlantic Park Proposal. The Equity
Committee subsequently filed with the Bankruptcy Court on February 5, 2021, a proposed plan of reorganization and related disclosure statement with
respect to the Atlantic Park Proposal. The transactions contemplated under the Atlantic Park Proposal have been proposed as an alternative to the
transactions contemplated under the Plan. In connection with the Atlantic Park Proposal, the Equity Committee filed a motion with the Bankruptcy Court
seeking to modify the Debtors’ exclusive periods to file and solicit votes on a Chapter 11 plan. The Equity Committee’s motion is scheduled to be heard by
the Bankruptcy Court on February 16, 2021. The Company has significant concerns with the feasibility of the Atlantic Park Proposal and has concluded
that at this time the transactions contemplated under the Atlantic Park Proposal are not reasonably likely to lead to a higher and better alternative plan of
reorganization as compared to the Plan.
For additional information regarding the Chapter 11 Cases, reorganization, the PSA, the ECBA and the Transaction, see “Explanatory Note” and
Note 2, Reorganization and Chapter 11 Proceedings of the Notes to the Consolidated and Combined Financial Statements.
Impact of COVID-19 Pandemic
The ongoing global COVID-19 pandemic has created unparalleled challenges for the auto industry in the short-term. In the three months ended
March 31, 2020, our manufacturing facility in Wuhan, China was shut down for six weeks in February and March and we saw diminished production in our
Shanghai, China facility for that same time period, which adversely impacted our net sales for the period. During the second quarter, our facilities in China
re-opened, however our manufacturing facilities in Mexicali, Mexico and Pune, India were shut down for five weeks and our manufacturing facilities in
Europe operated at reduced capacity. During this time, we implemented a set of hygiene and safety measures that complied with, and in many places
exceeded local regulations in order to protect our employees while maintaining commitments vis-a-vis our customers. This combined with the fast recovery
observed in all geographies has enabled us to ramp up production in most of our production sites to normal levels in the third quarter of 2020. This trend
has been confirmed in the fourth quarter, despite the resurgence of infection rates in U.S. and European Union. If the COVID-19 pandemic drives new
lockdown measures impacting our manufacturing facilities, our facilities may be forced to shut down or operate at reduced capacity again. Additional or
continued facilities closures or reductions in operation could significantly reduce our production volumes and have a material adverse impact on our
business, results of operations and financial condition.
Analyst consensus for the full year 2020 anticipates a 17% decrease in global light vehicle production, and for a 10% decline in commercial vehicle
production, a larger drop than during the financial crisis in 2008 and 2009. In 2021, a partial recovery is expected with a rebound of light vehicle
production of 14% and commercial vehicles of 6%. As a result, we estimate that a contraction of approximately 13% for the combined light and
commercial vehicle turbocharger industry volume occurred in 2020 and we expect a rebound of 13% in 2021. We have prepared contingency plans for
multiple scenarios that we believe will allow us to react swiftly to changes in customer demand while protecting Garrett’s long-term growth potential. The
supplies needed for our operations were generally available throughout 2020. In limited circumstances, certain suppliers experienced financial distress
during 2020, resulting in supply disruptions. However, during 2020, we implemented new procedures for monitoring of supplier risks associated with
COVID-19 and the Chapter 11 Cases and believe we have substantially addressed such risks with manageable economic impacts
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including use of Premium Freight or adjusted payment terms that are limited in time. In addition, we have implemented cost control measures and cash
management actions, including:
•
•
•
•
•
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Postponing capital expenditures;
Optimizing working capital requirements;
Lowering discretionary spending;
Flexing organizational costs by implementing short-term working schemes;
Reducing temporary workforce and contract service workers; and
Restricting external hiring.
The following charts show our percentage of revenues by geographic region and product line for the years ended December 31, 2020, 2019 and
2018 and the percentage change from the prior year comparable period.
Revenue Summary
By Geography
By Product-line
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We are a global business that generated revenues of approximately $3 billion in 2020.
In 2020, light vehicle products (products for passenger cars, SUVs, light trucks, and other products) accounted for approximately 69% of
our revenues. Commercial vehicle products (products for on-highway trucks and off-highway trucks, construction, agriculture and power-
generation machines) accounted for 18%.
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In 2020, our OEM sales contributed approximately 87% of our revenues while our aftermarket and other products contributed 13%.
Approximately 51% of our 2020 revenues came from sales shipped from Europe, 33% from sales shipped from Asia and 15% from sales
shipped from North America. For more information, see Note 26 Concentrations of the Notes to our Consolidated and Combined Financial
Statements.
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Our Industry
We compete in the global turbocharger market for gasoline, diesel and natural gas engines; in the electric- boosting market for electrified (hybrid
and fuel cell) vehicle powertrains; and in the emerging connected vehicle software market. As vehicles become more electrified, our electric-boosting
products use principles similar to our turbochargers to further optimize air intake and thus further enhance performance, fuel economy and exhaust
emissions with the help of an integrated high-speed electric motor. By using a turbocharger or electric-boosting technology, an OEM can deploy smaller,
lighter powertrains with better fuel economy and exhaust emissions while delivering the same power and acceleration as larger, heavier powertrains. As
such, turbochargers have become one of the most highly effective technologies for helping global OEMs meet increasingly stricter emission standards.
Global Turbocharger market
The global turbocharger market includes turbochargers for new light and commercial vehicles as well as turbochargers for replacement use in the
global aftermarket. According to IHS and other experts, the global turbocharger market consisted of approximately 44 million unit sales with an estimated
total value of approximately $10 billion in 2020. Within the global turbocharger market, light vehicles accounted for approximately 90% of total unit
volume and commercial vehicles accounted for the remaining 10%.
Consultants project that the turbocharger production volume will grow at a CAGR of approximately 3% from 2019 through 2025, driven mainly by
turbochargers for light vehicle gasoline engines and continued slow growth for commercial vehicles, offset by a decline in diesel turbochargers given a decline
in diesel powertrains, particularly for light vehicles. This annual sales estimate would add approximately 372 million new turbocharged vehicles on the road
globally between 2019 and 2025.
Key trends affecting our industry
Current global economic conditions due to COVID-19 have adversely affected and may continue to adversely affect many industries including the
Automotive sector. Analysts estimate that automotive industry revenue dropped 11% in 2020, compared to 2019, according to Standard & Poor’s Capital
IQ. According to the same dataset, other industries that drive, in particular, Off-Highway commercial vehicle turbo demand, such as Oil and Gas (24%),
Railroads (16%) or Marine (2%) recorded drops in industry revenue over the same period. Global GDP growth, while restarting in second half of 2020 on
the back of global government stimulus programs, will remain 5 percentage points below pre-crisis forecasts at least until 2023, according to the OECD.
Consequently, IHS reduced its light vehicle production volume forecast for 2025 from 102 million units that they forecasted in 2019 to 95 million units in
their January 2021 light vehicle industry production volume forecast. While this resets the volume outlook for the automotive industry, the underlying
growth drivers for the turbo industry remain unchanged: Growth in the overall vehicle industry (albeit from a lower base), increasingly tight fuel efficiency
and emission standards, and growing turbocharger penetration.
Growth in overall vehicle production. After a decrease of 17% in Light Vehicle production and 10% in Commercial Vehicle production in 2020,
consultants expect a stabilization in 2021. The global automotive industry is expected to reach pre-crisis volumes in 2022-2023. The shift from pure
gasoline and diesel internal combustion engines to hybridized powertrains is expected to continue in response to increasingly strict fuel efficiency and
regulatory standards. In parallel, the share of pure electric vehicles is expected to continue to increase from a low base as technology and supporting
infrastructure continue to improve.
Global vehicle fuel efficiency and emissions standards. OEMs are facing increasingly strict constraints for vehicle fuel efficiency and emissions
standards globally. Regulatory authorities in key vehicle markets such as the United States, the European Union, China, Japan, and Korea have instituted
regulations that require sustained and significant improvements in CO2, NOx and particulate matter vehicle emissions. OEMs are required to evaluate and
adopt various
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solutions to address these stricter standards. Turbochargers allow OEMs to reduce engine size without sacrificing vehicle performance, thereby increasing
fuel efficiency and decreasing harmful emissions. Furthermore, turbochargers allow more precise “air control” over both engine intake and exhaust
conditions such as gas pressures, flows and temperatures, enabling optimization of the combustion process. This combustion optimization is critical to
engine efficiency, exhaust emissions, power and transient response and enables such concepts as exhaust gas recirculation for diesel engines and Miller-
cycle operation for gasoline engines. Consequently, we believe turbocharging will continue to be a key technology for automakers to meet future tough fuel
economy and emissions standards without sacrificing performance.
Turbocharger penetration. The utilization of turbochargers and electric-boosting technologies on vehicle powertrain systems is one of the most
cost-effective solutions to address stricter standards, and OEMs are increasing their adoption of these technologies. IHS and other industry sources expect
total turbocharger penetration to increase globally from approximately 53% in 2020 to approximately 56% by 2025. IHS forecasts particularly strong
turbocharger penetration growth for gasoline turbochargers, expecting an increase from approximately 44% in 2020 to 56% in 2025.
Medium-Term Powertrain Trends
Source: IHS
Engine size and complexity. In order to address stricter fuel economy standards, OEMs have used turbochargers to reduce the average engine size
on their vehicles over time without compromising performance. Stricter pollutants emissions standards (primarily for NOx and particulates) have driven
higher turbocharger adoption as well, which we believe will continue in the future, with a predicted total automotive turbocharger sales volume CAGR of
3% between 2019 and 2025, in an industry with a predicted total automobile sales volume CAGR of approximately 1% over the same period, in each case
according to IHS and other industry sources. In addition, increasingly demanding fuel economy standards require continuous increases in turbocharger
technology content (e.g., variable geometry, electronic actuation, multiple stages, ball bearings, electrical control, etc.) which results in steady increases in
average turbocharger content per vehicle.
Powertrain electrification. To address stricter fuel economy standards, OEMs also have been increasing the electrification of their vehicle
offerings, primarily with the addition of hybrid vehicles, which have powertrains equipped with a gasoline or diesel internal combustion engine in
combination with an electric motor. IHS estimates that hybrid vehicles globally will grow from a total of approximately 5.3 million vehicles in 2019 to
29.5 million vehicles by 2025, representing a CAGR of 33%. The electrified powertrain of hybrid vehicles enables the usage of highly synergistic electric-
boosting technologies which augment standard turbochargers with electrically assisted boosting and electrical-generation capability. Furthermore, the
application of electric boosting extends the requirement for engineering collaboration with OEMs to include electrical integration, software controls, and
advanced sensing. Overall, this move to electric boosting further increases the role and value of turbocharging in improving vehicle fuel economy and
exhaust emissions.
OEMs are also investing in full battery-electric vehicles to comply with increasingly tight regulatory targets across regions. IHS and other industry
sources expect that they will compose 10% of total light and commercial vehicle production globally by 2025. Consumer adoption hinges on future battery
cost – hence vehicle price - reductions,
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increases in power density – hence driving range, and shorter recharging times. As OEMs strive to solve these issues, they are increasing investment in
hydrogen fuel cell powered electric vehicles for demanding applications requiring long range, especially in the commercial vehicle space. These vehicles,
like battery electric vehicles, have fully electric motor powertrains, but they rely on the hydrogen fuel cell to generate the required electricity. The
hydrogen fuel cell also requires advanced electric-boosting technology for optimization of size and efficiency.
Connected vehicles, autonomous vehicles, and shared vehicles. In addition to powertrain evolution, the market for connected vehicle services is
growing rapidly. According to Strategy&, a consulting firm, this market is expected to grow 34% per annum from approximately $8 billion in 2020 to
approximately $35 billion in 2025. Our IVHM, predictive maintenance, diagnostics and cybersecurity tools address this market. Their adoption should
increase as advanced driver assistance features and ultimately autonomous driving increase requirements for vehicle functional safety. Simultaneously, our
cybersecurity solutions protect those vehicles against outside interference to ensure correct functionality.
Vehicle ownership in China and other high-growth markets. Vehicle ownership in China and other emerging markets remains well below ownership
levels in developed markets and will be a key driver of future vehicle production. At the same time, these markets are following the lead of developed
countries by instituting stricter emission standards. Growth in production volume and greater penetration by large global OEMs in these markets, along
with evolving emission standards and increasing fuel economy and vehicle performance demands, is driving increasing turbocharger penetration in high-
growth regions.
Our Competitive Strengths
We believe that we differentiate ourselves through the following competitive strengths:
Global and broad market leadership
We are a global leader in the $10 billion turbocharger industry. We believe we will continue to benefit from the increased adoption of
turbochargers, as well as our global technology leadership, comprehensive portfolio, continuous product innovation and our deep-seated relationships with
all global OEMs. We maintain a leadership position across all vehicle types, engine types and regions, including:
Light Vehicles.
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Gasoline: The global adoption of turbochargers by OEMs on gasoline engines has increased rapidly from approximately 14% in 2013 to
approximately 40% in 2019 and is forecasted by IHS to increase to 56% by 2025. We have launched a leading modern 1.5L variable
geometry turbo (“VNT”) gasoline application, which we believe to be among the first with a major OEM, and we expect to see increasing
adoption of this technology in years to come. Key to our strategy for gasoline growth is to leverage our technology strengths in high-
temperature materials and variable geometry as well as our scale, global footprint and in-market capabilities to meet the volume demands
of global OEMs.
Diesel: We have a long history of technology leadership in diesel engine turbochargers. Despite diesel market weakness for some vehicle
segments, the majority of our diesel turbochargers revenue comes from heavier and bigger vehicles like SUVs, pickup trucks and light
commercial vehicles (such as delivery vans), which remain a stable part of the diesel market. Diesel maintains a unique advantage in terms
of fuel consumption, hence cost of ownership, and towing capacity makes it still the powertrain of choice for heavier vehicle applications.
Diesel also remains essential for OEMs to meet their CO2 fleet average regulatory target going forward, as diesel vehicles produce
approximately 10-15% less CO2, on average, than gasoline vehicles.
Electrified vehicles. We provide a comprehensive portfolio of turbocharger and electric-boosting technologies to manufacturers of hybrid-
electric and fuel cell vehicles. OEMs have increased their adoption of these electrified technologies given regulatory standards and
consumer demands driving an expected CAGR globally of approximately 33% from 2019 to 2025, according to IHS. Similar to
turbochargers for gasoline and diesel engines, turbochargers for hybrid vehicles are an essential component of maximizing fuel efficiency
and overall engine performance. Our products provide OEMs with solutions that further optimize engine performance and position us well
to serve OEMs as they add more electrified vehicles into their fleets.
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Commercial vehicles. Our Company traces its roots to the 1950s when we helped develop a turbocharged commercial vehicle for Caterpillar. We
have maintained our strategic relationship with key commercial vehicle OEMs for over 60 years as well as market-leading positions across the commercial
vehicle markets for both on- and off-highway use. Our products improve engine performance and lower emissions on trucks, buses, agriculture equipment,
construction equipment and mining equipment with engine sizes ranging 1.8L to 105L.
High-growth regions. We have a strong track record serving global and emerging OEMs, including customers in China and India, with an in-
market, for-market strategy and operate full R&D and three manufacturing facilities in the high-growth regions that serve light and commercial vehicle
OEMs. Our local presence in high-growth regions has helped us win business with key international and domestic Chinese OEMs, and we grew
significantly faster than the vehicle production in these regions between 2013 and 2019.
Strong and collaborative relationships with leading OEMs globally
We supply our products to more than 60 OEMs globally. Our top ten customers accounted for approximately 56% of net sales and our largest
customer represented approximately 10% of our net sales in 2020. With over 60 years in the turbocharger industry, we have developed strong capabilities
working with all major OEMs. We consistently meet their stringent design, performance and quality standards while achieving capacity and delivery
timelines that are critical for customer success. Our track record of successful collaborations, as demonstrated by our strong client base and our ability to
successfully launch approximately 100 product applications annually, is well recognized. For example, we received a 2017 Automotive News PACE™
Innovation Partnership Award in supporting Volkswagen’s first launch of an industry-leading VNT turbocharged gasoline engine, which is just one
example of our strong collaborative relationships with OEMs. Our regional research, development and manufacturing capabilities are a key advantage in
helping us to supply OEMs as they expand geographically and shift towards standardized engines and vehicle platforms globally.
Global aftermarket platform
We have an estimated installed base of over 110 million vehicles that utilize our products through our global network of more than 200 distributors
covering 160 countries. Our Garrett aftermarket brand has strong recognition across distributors and garages globally, and is known for boosting performance,
quality and reliability. Our aftermarket business has historically provided a stable stream of revenue supported by our large installed base. As turbo penetration
rates continue to increase, we expect that our installed base and aftermarket opportunity will grow.
Highly-engineered portfolio with continuous product innovation
We have led the revolution in turbocharging technology over the last 60 years and maintain a leading technology portfolio of approximately 1,600
patents and patents pending. We have a globally deployed team of more than 1,250 engineers across five R&D centers and 11 close-to-customer
engineering centers. Our engineers have led the mainstream commercialization of several leading turbocharger innovations, including variable geometry
turbines, dual-boost compressors, ball-bearing rotors, electrically actuated controls and air-bearing electric compressors for hydrogen fuel cells. We
maintain a culture of continuous product innovation, introducing about ten new technologies per year and upgrading our existing key product lines
approximately every 3 years. Outside of our turbocharger product lines, we apply this culture of continuous innovation to meet the needs of our customers
in new areas, particularly in connected automotive technologies. We are developing solutions, including IVHM and cybersecurity software solutions, that
leverage our knowledge of vehicle powertrains and experience working closely with OEM manufacturers.
Global and low cost manufacturing footprint with operational excellence
Our geographic footprint locates R&D, engineering and manufacturing capabilities close to our customers, enabling us to tailor technologies and
products for the specific vehicle types sold in each geographic market. In all regions where we operate, we leverage low-cost sourcing through our robust
supplier development program, which continually works to develop new suppliers that are able to meet our specific quality, productivity and cost
requirements. We now source more than two-thirds of our materials from low-cost countries and believe our high-quality, low-cost supplier network to be a
significant competitive advantage. We have invested heavily to bring differentiated local capabilities to our customers in high-growth regions, including
China and India.
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In 2020 we manufactured more than 87% of our products in low-cost countries, including seven manufacturing facilities in China, India, Mexico,
Romania and Slovakia. We have a long-standing culture of lean manufacturing excellence and continuous productivity improvement. We believe global
uniformity and operational excellence across facilities is a key competitive advantage in our industry given that OEM engine platforms are often designed
centrally but manufactured locally, requiring suppliers to meet the exact same specifications across all locations.
Our Growth Strategies
The Debtors, including Garrett, filed for relief under chapter 11 of the Bankruptcy Code in September 2020, primarily with the intent to restructure
our balance sheet. Given the Company’s operational performance prior to the Petition Date, our day-to-day operations have been largely unaffected. If we
are able to timely restructure our balance sheet, and accordingly emerge from the Chapter 11 Cases, Garrett expects to continue to invest in innovative
technologies that address the needs of our customers in the ongoing auto industry transformation. This continued investment into differentiated technology,
coupled with our relentless focus on deep customer relations and our global capabilities, will allow us to drive the following business strategies:
Strengthen market leadership across core powertrain technologies
We are focused on strengthening our market position in light vehicles:
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Gasoline turbochargers, which historically lagged adoption of diesel turbochargers, are expected to grow at an 6% annual CAGR from 2019
to 2025, according to IHS, exceeding the growth of diesel turbochargers. We expect to benefit from this higher growth given the gasoline
platforms we have been awarded over the past several years. We have launched the first modern 1.5L VNT gasoline application with a
major OEM and we expect to see increasing adoption of this technology in years to come. Key to our strategy for gasoline growth is our
plan to leverage our technology strengths in high temperature materials and variable geometry technologies as well as our scale, global
footprint and in-region capabilities to meet the volume demands of global OEMs.
We believe growth in our share of the diesel turbochargers market will be driven by new product introductions focused on emissions-
enforcement technologies and supported by our favorable positioning with large vehicles and high-growth regions within this market. The
more stringent emissions standards require higher turbocharger technology content such as variable geometry, 2-stage systems, advanced
bearings and materials which increase our content per vehicle. We expect to grow our commercial vehicle business through new product
introductions and targeted platform wins with key on-highway customers and underserved OEMs.
Strengthen our penetration of electrified vehicle boosting technologies
We stand to benefit from the increased adoption of hybrid-electric and fuel cell vehicles and the increased need for turbochargers associated with
increased sales volumes for these engine types. IHS estimates that the global production of electrified vehicles will increase from approximately 7 million
vehicles in 2019 to approximately 42 million vehicles by 2025, representing an annualized growth rate of approximately 34%. OEMs will need to further
improve engine performance for their increasingly electrified offerings, and our comprehensive portfolio of turbocharger and electric-boosting technologies
are designed to help OEMs do so. We expect to continue to invest in product innovations and new technologies and believe that we are well positioned to
continue to be a technology-leader in the propulsion of electrified vehicles.
Increase market position in high-growth regions
In 2020, after a steep drop in the first quarter due to strict lockdowns, vehicle production in China has experienced a very strong rebound which has
partly compensated for the decline in the first quarter, with a full year drop of 5%, compared to 20%+ in other regions. IHS expects vehicle production in
China to be stable next year. We plan to continue to strengthen our relationships with OEMs in high-growth, emerging regions by demonstrating our
technology leadership through our local research, development and manufacturing capabilities. Our local footprint is expected to continue to provide a
strong competitive edge in high-growth regions due to our ability to work closely with OEMs throughout all stages of the product lifecycle including
aftermarket support. For example, in China, our research
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center in Shanghai, our manufacturing facilities in Wuhan and Shanghai and our more than 984 employees support our differentiated end-to-end
capabilities and we believe will continue to support key platform wins in the Chinese market. Our operations in China are expected to continue to benefit
us as OEMs build global platforms in low cost regions. Our commitment to providing high-touch technology support to OEMs has allowed us to be
recognized as a local player in other key high-growth regions, such as India.
Grow our aftermarket business
We have an opportunity to strengthen our global network of more than 200 distributors in 160 countries by deepening our channel penetration,
leveraging our well-recognized Garrett brand, utilizing new online technologies for customer engagement and sales, and widening the product portfolio. For
example, in 2019 we launched a global web-based platform providing self-service tools aimed at connecting garage technicians. In 2020 the platform attracted
170 thousand visitors and 22,000 registered garage technicians who used the platform to complete Garrett self-learning and certification steps.
Drive continuous product innovation across connected vehicles
We are actively investing in software and services that leverage our capabilities in powertrains, vehicle performance management, and
electrical/mechanical design to capitalize on the growth relating to connected vehicles. More than 85% of passenger vehicles sold in Europe and the United
States and almost 50% of vehicles sold in China in 2020 were estimated to be connected in some way to the Internet according to Strategy&, a consultancy
firm. According to the same report, that number is expected to reach 100% in Europe and the United States and >90% in China by 2025. Building on the
software and connected vehicle capabilities of our Former Parent, we have assembled a team of engineers, software and technical experts and have opened
new design centers in North America, India and Czech Republic. We continue to conduct research to determine key areas of the market where we are best
positioned to leverage our existing technology platforms and capabilities to serve our customers. We execute a portion of our connectivity investment in
collaboration with OEMs and other Tier 1 suppliers and have multiple early-stage trials with customers underway.
Research, Development and Intellectual Property
We maintain technical engineering centers in major automotive production regions of the world to develop and provide advanced products, process
and manufacturing support to all of our manufacturing sites, and to provide our customers with local engineering capabilities and design developments on a
global basis. As of December 31, 2020, we employed approximately 1,250 engineers. Our total R&D expenses were $111 million, $129 million and $128
million for the years ended December 31, 2020, 2019 and 2018, respectively. Additionally, the Company incurs engineering-related expenses which are
also included in Cost of goods sold of $13 million, $5 million and $10 million for the years ended December 31, 2020, 2019 and 2018.
We currently hold approximately 1,600 patents and patents pending. Our current patents are expected to expire between 2021 and 2040. While no
individual patent or group of patents, taken alone, is considered material to our business, taken in the aggregate, these patents provide meaningful
protection for our intellectual property.
Materials
The most significant raw materials we use to manufacture our products are grey iron, aluminum, stainless steel and a nickel-, iron- and chromium-
based alloy. As of December 31, 2020, we have not experienced any significant shortage of raw materials and normally do not carry inventories of such
raw materials in excess of those reasonably required to meet our production and shipping schedules.
Customers
Our global customer base includes nine of the ten largest light vehicle OEMs and nine of the ten largest commercial vehicle engine makers.
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Our ten largest applications in 2020 were with seven different OEMs. OEM sales were approximately 87% of our 2020 revenues while our
aftermarket and other products contributed 13%.
Our largest customer is Ford Motor Company (“Ford”). In 2020, 2019 and 2018, Ford accounted for 10%, 12%, and 13%, respectively, of our total
sales.
Supply Relationships with Our Customers
We typically supply products to our OEM customers through “open” purchase orders, which are generally governed by terms and conditions
negotiated with each OEM. Although the terms and conditions vary from customer to customer, they typically contemplate a relationship under which our
customers are not required to purchase a minimum amount of product from us. These relationships typically extend over the life of the related engine
platform. Prices are negotiated with respect to each business award, which may be subject to adjustments under certain circumstances, such as commodity
or foreign exchange escalation/de-escalation clauses or for cost reductions achieved by us. The terms and conditions typically provide that we are subject to
a warranty on the products supplied. We may also be obligated to share in all or a part of recall costs if the OEM recalls its vehicles for defects attributable
to our products.
Individual purchase orders are terminable for cause or non-performance and, in most cases, upon our insolvency and certain change of control
events. In addition, many of our OEM customers have the option to terminate for convenience on certain programs, which permits our customers to impose
pressure on pricing during the life of the vehicle program, and issue purchase contracts for less than the duration of the vehicle program, which potentially
reduces our profit margins and increases the risk of our losing future sales under those purchase contracts. We manufacture, and ship based on customer
release schedules, normally provided on a weekly basis, which can vary due to cyclical automobile production or inventory levels throughout the supply
chain.
Although customer programs typically extend to future periods, and although there is an expectation that we will supply certain levels of OEM
production during such future periods, customer agreements including applicable terms and conditions do not necessarily constitute firm orders. Firm
orders are generally limited to specific and authorized customer purchase order releases placed with our manufacturing and distribution centers for actual
production and order fulfillment. Firm orders are typically fulfilled as promptly as possible from the conversion of available raw materials, sub-
components and work-in-process inventory for OEM orders and from current on-hand finished goods inventory for aftermarket orders. The dollar amount
of such purchase order releases on hand and not processed at any point in time is not believed to be significant based upon the time frame involved.
Regulatory and Environmental Compliance
We are subject to the requirements of environmental and health and safety laws and regulations in each country in which we operate. These include,
among other things, laws regulating air emissions, water discharge, hazardous materials and waste management. We have an environmental management
structure designed to facilitate and support our compliance with these requirements globally. Although it is our intent to comply with all such requirements
and regulations, we cannot provide assurance that we are at all times in compliance. Environmental requirements are complex, change frequently and have
tended to become more stringent over time. Accordingly, we cannot assure that environmental requirements will not change or become more stringent over
time or that our eventual environmental costs and liabilities will not be material.
Certain environmental laws assess liability on current or previous owners or operators of real property for the cost of removal or remediation of
hazardous substances. At this time, we are involved in various stages of investigation and cleanup related to environmental remediation matters at certain
of our present and former facilities. In addition, there may be soil or groundwater contamination at several of our properties resulting from historical,
ongoing or nearby activities.
As of December 31, 2020, the undiscounted reserve for environmental investigation and remediation was approximately $15.6 million. We do not
currently possess sufficient information to reasonably estimate the amounts of environmental liabilities to be recorded upon future completion of studies,
litigation or settlements, and we cannot determine either the timing or the amount of the ultimate costs associated with environmental matters, which could
be material to our consolidated and combined results of operations and operating cash flows in the periods recognized or
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paid. However, considering our past experience and existing reserves, we do not expect that environmental matters will have a material adverse effect on
our consolidated and combined financial position.
Additionally, pursuant to the Honeywell Indemnity Agreement, Garrett ASASCO is obligated to make payments to Honeywell in amounts equal to
90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the Bendix business in the United States, as well as
certain environmental-related liability payments and accounts payable and non-United States asbestos-related liability payments and accounts payable, in
each case related to legacy elements of the Business, including the legal costs of defending and resolving such liabilities, less 90% of Honeywell’s net
insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. Pursuant to the terms of this Honeywell Indemnity
Agreement, Garrett ASASCO is responsible for paying to Honeywell such amounts, up to a cap of an amount equal to the Euro-to-U.S. dollar exchange
rate determined by Honeywell as of a date within two business days prior to the date of the Distribution (1.16977 USD = 1 EUR) equivalent of $175
million in respect of such liabilities arising in any given calendar year. The payments that Garrett ASASCO is required to make to Honeywell pursuant to
the terms of the Honeywell Indemnity Agreement will not be deductible for U.S. federal income tax purposes. The Honeywell Indemnity Agreement
provides that the agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the third consecutive year during which
certain amounts owed to Honeywell during each such year were less than $25 million as converted into Euros in accordance with the terms of the
agreement. During the first quarter of 2020, Garrett ASASCO paid Honeywell the Euro-equivalent of $35 million in connection with the Honeywell
Indemnity Agreement. Honeywell and Garrett agreed to defer the payment under the Honeywell Indemnity Agreement due May 1, 2020 to December 31,
2020 (the “Q2 Payment”), however we do not expect Garrett ASASCO to make payments to Honeywell under the Honeywell Indemnity Agreement during
the pendency of the Chapter 11 Cases.
Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for, among other things, (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Indemnity
Agreements and the Tax Matters Agreement and (b) the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash
payment at Emergence and (y) new Series B Preferred Stock.
Human Capital
Corporate Responsibility
WeCare4 Sustainability Approach
Garrett’s mission to enable cleaner, safer vehicles is at the heart of its contribution to society. We develop solutions for the auto industry's most
pressing sustainability issues, from emissions reduction to vehicle cybersecurity. Corporate responsibility is therefore a priority for the Company and its
Board of Directors (the “Board”). The Board is responsible for promoting corporate responsibility and sustainability as well as monitoring adherence to
Company standards. The Board manages oversight of sustainability through a Sustainability Committee, which is comprised of senior leaders in the
business who assess and prioritize topics that are material for the business.
Garrett articulates its commitments to social and environmental considerations in the communities in which it operates in the Company’s Code of
Business Conduct, which can be found on our website at www.garrettmotion.com under “Investors – Leadership & Governance.”
The Company intends to publish its first sustainability report in 2021 and to annually report progress on its sustainability commitments.
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Human Capital Disclosure
At Garrett, we place a high value on developing the right working environment and the right skillsets to advance our performance culture, support
our growth strategy and ensure that the world at large can continue to benefit from breakthroughs in sustainable mobility. We invest in creating an
inclusive, stimulating, and safe work environment where our employees can deliver their workplace best every day. As of December 31, 2020, we
employed approximately 6,300 permanent employees and 2,300 temporary and contract workers globally.
Diversity, equity and inclusion
Diversity and Inclusion is one of Garrett’s four fundamentals. As such, we strive to ensure that our employees are each involved, supported,
respected and connected. Embracing diverse thoughts and ideas through inclusion leads to a competitive advantage in the market, increased innovation as
we generate new and better ideas, and customer-centric decision making.
For several years, the Company has supported awareness activities such as unconscious bias training and cultural adaptation assessments to foster
an inclusive culture. In 2020, the Company took several steps to strengthen its approach to diversity, equity and inclusion. These include:
•
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Review of existing diversity and inclusion initiatives;
Publication of Garrett’s Diversity and Inclusion Policy;
Re-definition of Garrett’s diversity and inclusion strategy and the global focus areas that are relevant for the Company;
Setting the Company’s gender diversity ambition for 2025;
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•
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Nomination of 14 Diversity and Inclusion Champions in key countries and appointing Diversity and Inclusion Champions onto Garrett’s
Global Diversity and Inclusion Council to ensure continuous alignment between local contexts and global strategy.
Performance of a quantitative analysis of organizational compensation practices
% of Female Representation in Garrett Workforce and Garrett 2025 Gender Diversity Ambition:
% in total workforce
% in Director and higher-level roles
18.9%
17.0%
19.7%
16.7%
20.4%
19.5%
25.0%
25.0%
2018
2019
2020
2025
Ambition
Garrett’s Board of Directors had 38% female representation in 2020.
Talent Management
At Garrett, we encourage our employees to develop their skills and capabilities through a comprehensive Performance and Talent Management
system. From annual goal-setting and performance reviews to learning opportunities for employees and leaders, Garrett helps its people align their
professional experience with the Company’s business objectives and encourages them to take ownership of their development and career paths.
Our learning environment offers employees access to more than 1,000 online trainings that address a wide range of functional competencies,
technical skills, and human skills. Learning can be self-paced, while Garrett’s growing online peer-to-peer learning communities also allow employees to
easily access courses specific to their function and to share materials and ideas on the topics of interest. Dedicated programs support Garrett’s emerging
leaders, and these were successfully transformed into virtual learning academies in 2020. Approximately 25,000 hours of training was delivered in 2020.
Garrett uses regular talent reviews to strengthen the Company’s internal development processes and to calibrate assessment of individual
performance. Twice per year we hold succession planning meetings up to and including the Executive Level during which the bench-strength of teams are
scrutinized and development plans for their talent are reviewed. Ahead of both annual and mid-year performance reviews, leaders hold calibration
meetings to ensure that assessment ratings are consistent and fair amongst peer groups.
Be well, work well
Health and Safety
World-class health and safety considerations are integrated into Garrett’s procedures and processes. Our management systems apply global
standards that are currently transitioning from OHSAS 18001 to ISO 45001 and that provide protection of human health during normal and emergency
situations. Compliance with our standards and local regulatory requirements is monitored through a company-wide audit process. The timely development
and implementation of process improvement and corrective action plans are closely monitored.
From early 2020, Garrett’s global Health and Safety team worked tirelessly to deliver and implement best practice safety guidelines relating to
COVID-19. A global safety campaign was rolled out alongside dedicated employee newsletters to support the entire workforce with rules on staying safe
and healthy. An ergonomics survey for employees working from home was also deployed to evaluate and drive any corrective measures required.
The particular focus on the health of our employees to address the challenges posed by COVID-19 also provided a benefit in the focus on their
safety with a further reduction in our Total Case Incident Rate (“TCIR”). TCIR is measured as the number of recordable injuries and illnesses multiplied by
200,000 and then that number is divided by the total number of hours worked by employees. TCIR decreased from 0.23 in 2018 to 0.11 in 2019 and then to
0.09 in 2020.
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Compensation and benefits
Garrett’s Rewards programs are rooted in our “Be well, work well” principle, and aim to support employees in achieving the right work-life
balance. We invest significant time and resources in establishing compensation programs that are both competitive and equitable. We constantly evaluate
our positions for market competitiveness and adjust when necessary with the goal of ensuring the retention of top talent and continuation of equitable pay
practices.
As part of our commitment to the well-being of our employees, Garrett offers an Employee Assistance Program (EAP). It is an external counseling
service designed to assist employees with personal, family, or workplace matters. This service is confidential and is also available to each employee’s
dependents.
In late 2020, Garrett made a number of well-being resources available to all its connected employees, including useful links and techniques for
managing mental and physical health, in addition to dedicated online events.
Employee feedback, representation, and retention
Garrett’s Performance Management system aims to ensure that two-way dialogue is ongoing between employees and managers, punctuated by both
an annual and a mid-year review, which provides employees the opportunity to express their opinions and ideas in terms of their development goals and
career aspirations.
In 2020, Garrett piloted its first Employee Engagement Survey with a pilot program with one third of its workforce across three continents and
achieved a very strong aggregated participation rate of 91%. The Company intends to roll out the Engagement Survey globally in 2021 and to set a baseline
engagement score which will be monitored bi-annually.
Garrett’s strategy is to build positive, direct, business-focused working relationships with all employees in order to drive business results. Garrett
respects employees’ rights and their wish to be part of employee representative bodies including unions, work councils and employee forums. The
Company understands the value of collective bargaining in its labor and employee relations strategy and the importance of trust in its working
relationships. Approximately 40% of the Company’s permanent employees (including both full-time and part-time employees) are represented by unions
and works councils under current collective bargaining agreements.
Garrett closely monitors employee turnover to measure retention and define improvement actions as and where necessary. As of December 2020,
the Company’s annual turnover for 2020 was 9.01%.
Educating future innovators
Garrett places a high value on Science, Technology, Engineering and Math (“STEM”) research and learning opportunities that provide young
people with the skills needed to develop the future of sustainable mobility. The Company sponsors higher education institutes in several countries to further
critical research in technical areas and provide students with opportunities to study STEM programs.
Garrett’s Internship Programs enable students to connect theoretical knowledge with practical responsibilities in the spirit of ‘living laboratories’
during which they are encouraged to take ownership of business projects and define tactics to meet the project goals. Despite the challenging context of
COVID-19, Garrett offered 100 internships in 10 countries in 2020.
Garrett also runs a Graduate Program which in 2020 provided 11 graduates in 3 countries with a unique 2-year opportunity to gain experience and
exposure to Garrett’s cutting-edge technologies while at the same time building their leadership skills in a fast-paced and professional work environment.
The Company sponsors Formula SAE and Formula Student teams in several countries and in 2020 sponsored the European BEST Engineering
Competition (EBEC), the biggest international technical competition in Central Europe, where Garrett defined an assignment for 24 students around the
concept of sustainable Future Mobility.
Prior to COVID-19 Garrett teams regularly held open days for school children in their host communities, with a specific focus on encouraging girls
to take an interest in STEM. With many host communities forced into lockdown in 2020 Garrett supported local first responders in several countries with
the donation of PPE, and also provided food and sanitation products for 2,000 vulnerable families around Garrett’s Indian sites. Garrett is currently working
on several projects to support distance learning in its host communities in 2021.
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Seasonality
Our business is typically moderately seasonal. Our primary North American customers historically reduce production during the month of July and
halt operations for approximately one week in December; our European customers generally reduce production during the months of July and August and
for one week in December; and our Chinese customers often reduce production during the period surrounding the Chinese New Year. Shut-down periods in
the rest of the world generally vary by country. In addition, automotive production is traditionally reduced in the months of July, August and September
due to the launch of parts production for new vehicle models. Accordingly, our results reflect this seasonality. Our sales predictability in the short term
might also be impacted by sudden changes in customer demand, driven by our OEM customers’ supply chain management.
We also typically experience seasonality in cash flow, as a relatively small portion of our full year cash flow is typically generated in the first
quarter of the year and a relatively large portion in the last quarter. This seasonality in cash flow is mostly caused by timing of supplier payments for capital
expenditures, changes in working capital balances related to the sales seasonality discussed above, and incentive payments.
These trends were less significant during 2020 as a result of the COVID-19 pandemic, but we expect them to continue in the future once the
pandemic is resolved.
Additional Information
Our Company was incorporated on March 14, 2018 as a Delaware corporation in connection with the Spin-Off from Honeywell, and we maintain
our headquarters in Rolle, Switzerland. For additional information regarding the Spin-Off, see “Basis of Presentation” at the beginning of this Annual
Report on Form 10-K.
This Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, as well as all amendments and other
reports filed with or furnished to the SEC, are also available free of charge on our internet site at https://www.garrettmotion.com as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC.
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Item 1A. Risk Factors
You should carefully consider all of the information in this Annual Report on Form 10-K and each of the risks described below, which we believe
are the principal risks we face. Any of the following risks could materially and adversely affect our business, financial condition and results of operations
and the actual outcome of matters as to which forward-looking statements are made in this Annual Report on Form 10-K. Other events that we do not
currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
Risks Relating to Our Chapter 11 Cases
Our ability to successfully operate during and reorganize the Debtors in the Chapter 11 Cases is dependent upon our ability to obtain Bankruptcy Court
approval of the Debtors’ motions, the outcome of Bankruptcy Court rulings and the progress of the Chapter 11 Cases in general, including the length
of time the Debtors will operate in the Chapter 11 Cases.
For the duration of the Chapter 11 Cases, the Debtors are subject to the supervision of the Bankruptcy Court. The Debtors’ ability to continue to
operate in the ordinary course, and for our ability to develop and execute our business plan, continue as a going concern and ultimately successfully
reorganize the Debtors, are subject to:
•
•
•
•
•
our ability to obtain Bankruptcy Court approval with respect to motions filed in the Chapter 11 Cases from time to time;
our ability to develop, confirm and consummate the Plan and the Transaction in the timeframe contemplated by RSA and the PSA or as
otherwise ordered by the Bankruptcy Court;
the ability of third parties to seek and obtain Bankruptcy Court approval to terminate contracts and other agreements with us;
the ability of third parties to appoint a Chapter 11 trustee, or to convert the Chapter 11 Cases to a Chapter 7 proceeding; and
the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 Cases that may be inconsistent with
our plans, and the Bankruptcy Court’s rulings on such actions and decisions, as applicable.
These risks and uncertainties could affect our business, operations, financial condition and our ultimate ability to successfully reorganize the
Debtors in various ways. For example, negative events associated with the Chapter 11 Cases could adversely affect the Debtors’ or our non-debtor
affiliates’ relationships with suppliers, service providers, customers and other third parties, which in turn could materially adversely affect our operations
and financial condition. During the Chapter 11 Cases, the Debtors will need the prior approval of the Bankruptcy Court for transactions outside the
ordinary course of business, which may limit the Debtors’ ability to respond timely to certain events or take advantage of opportunities. Additionally, if
creditors or other third parties raise significant objections or take other actions against the Debtors before the Bankruptcy Court, this could have the effect
of significantly delaying our ability to confirm and consummate the Plan and the Transaction and, to the extent applicable, to meet the milestones set forth
in the RSA and the PSA, which could have a material adverse effect on our business, operations, financial condition and our ultimate ability to successfully
reorganize the Debtors. During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses
(including legal and other advisor costs), any contract terminations and rejections, and claims assessments may significantly impact our Consolidated and
Combined Financial Statements. Because of the risks and uncertainties associated with the Chapter 11 Cases, we cannot accurately predict or quantify the
ultimate impact of events that occur during the Chapter 11 Cases that may be inconsistent with our plans, or the ultimate length of time which the Chapter
11 Cases may continue.
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The Chapter 11 Cases, the DIP Credit Agreement and the PSA limit the flexibility of our management team in running our business.
Our Senior Secured Super-Priority Debtor-in-Possession Credit Agreement (as amended, restated, supplemented or otherwise modified from time
to time the “DIP Credit Agreement”) entered into in connection with the Chapter 11 Cases, imposes a number of restrictions on the Debtors. Specifically,
the Debtors are subject to certain affirmative covenants, including, without limitation, covenants requiring the Debtors to provide financial information,
budgets and other information to the agent and the lenders under the DIP Credit Agreement, as well as negative covenants, including, without limitation,
relating to the incurrence of additional debt, liens and the making of investments and restricted payments, in each case as set forth in the DIP Credit
Agreement. Restrictions under the DIP Credit Agreement on the ability of our non-Debtor subsidiaries to incur debt, as well as on our ability to invest in
our non-Debtor subsidiaries, and repay intercompany loans owing to our non-Debtor subsidiaries, could impact the availability of liquidity to our non-
Debtor affiliates. The Debtors’ ability to comply with these provisions may be affected by events beyond our control and our failure to comply or obtain a
waiver in the event we cannot comply, with a covenant could result in an event of default under the DIP Credit Agreement, which could have a material
adverse effect on our business, financial condition and results of operations. In addition, continued compliance with or failure to obtain a waiver for
covenants restricting the incurrence of debt by non-Debtor subsidiaries or the making of investments in, or the repayment of intercompany loans owing to,
non-Debtor subsidiaries could limit the availability of liquidity to our non-Debtor affiliates, which could also adversely impact our business, financial
condition and results of operations.
In addition to the restrictions applicable to the Debtors’ in the Chapter 11 Cases, we are also subject to operating covenants that apply to the
Debtors under PSA. These covenants generally require us to operate in the ordinary course of business, to refrain from taking certain enumerated actions
and to affirmatively take other enumerated actions. Such covenants limit the flexibility of our management to respond to various events and circumstances
that may arise from time to time, including as a result of the Chapter 11 Cases. There can be no assurances that we will be able to obtain appropriate
waivers from such covenants as may be necessary or advisable, which could adversely impact our business and operations.
We may not be able to complete any Bankruptcy Court-approved reorganization of our Company or sales of our Company or assets through the chapter
11 process, or we may not be able to realize adequate consideration for such reorganization or sales, which would adversely affect our financial
condition.
The Debtors’ performance and obligations under the PSA and the ECBA are subject to approval by the Bankruptcy Court and the Transaction is
subject to other customary closing conditions, including receipt of regulatory approvals or clearances. There can be no assurance that we will be able to
obtain approval and complete the proposed reorganization, or any other significant reorganization transaction, including as a result of objections from our
stakeholders. Such objections from stakeholders could result from stakeholders’ preference for an alternative plan of reorganization than that contemplated
by the PSA and the ECBA, such as the Atlantic Park Proposal (including with any subsequent modifications). If we are unable to complete a reorganization
of the Company in the Chapter 11 Cases, including in accordance with the terms of the PSA and the ECBA, it may be necessary to seek additional funding
sources, or convert from the Chapter 11 reorganization process to a Chapter 7 liquidation process. If one or more sales of the Company’s assets are
completed, they may not generate the anticipated or desired outcomes (including with respect to consideration received).
For more information on the PSA and the ECBA, see Note 2, Reorganization and Chapter 11 Proceedings of the Notes to the Consolidated and
Combined Financial Statements.
The resolution pursuant to the PSA of Honeywell’s claims against our bankruptcy estates and our litigation with Honeywell requires approval of the
Bankruptcy Court.
In connection with the Spin-Off, we entered into certain agreements with Honeywell, including the Indemnity Agreements and the Tax Matters
Agreement, which have given rise to significant claims by Honeywell against our bankruptcy estates and have led to litigation between us and Honeywell.
Under the Honeywell Indemnity Agreement, we are required to make cash payments to Honeywell in amounts equal to 90% of Honeywell’s
asbestos-related liability payments and accounts payable, primarily related to Honeywell’s legacy Bendix friction materials (“Bendix”) business in the
United States as well as certain environmental-related liability payments and accounts payable and non-United States asbestos-related liability payments
and accounts payable, in each case related to legacy elements of our business, including the legal costs of defending and resolving such liabilities, less 90%
of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. The amount payable by us in
respect of such liabilities arising in any given year will be payable in Euros, subject to a cap (denominated in Euros) equal to $175 million, calculated by
reference to the Distribution Date Currency Exchange Rate. The cap is exclusive of any late payment fees up to 5% per annum.
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The Tax Matters Agreement contains covenants and indemnification obligations that address compliance with Section 355 of the Code, are
intended to preserve the tax-free nature of the Spin-Off, and outline Honeywell’s and our post-spin rights, responsibilities, and obligations regarding tax-
related matters (including tax liabilities, tax attributes, tax returns and tax contests). The Tax Matters Agreement provides, among other things, that,
following the Spin-Off date of October 1, 2018, we are responsible and will indemnify Honeywell for all taxes, including income taxes, sales taxes, value-
added and payroll taxes, relating to Garrett for all periods, including periods prior to the completion date of the Spin-Off. Additionally, the Tax Matters
Agreement provides that Garrett ASASCO is to make payments to a subsidiary of Honeywell for a portion of Honeywell’s net tax liability under Section
965(h)(6)(A) of the Internal Revenue Code for mandatory transition taxes that Honeywell determined is attributable to us (the “MTT Claim”).
In December 2019, we commenced a lawsuit against Honeywell in connection with the Honeywell Indemnity Agreement for declaratory judgment,
breach of contract, breach of fiduciary duties, aiding and abetting breach of fiduciary duties, corporate waste, breach of the implied covenant of good faith
and fair dealing, and unjust enrichment. Our lawsuit seeks, among other things, to establish that the Honeywell Indemnity Agreement is unenforceable in
whole or in part because Honeywell has failed to establish the prerequisites for indemnification under New York law, and improperly seeks indemnification
for amounts attributable to punitive damages and intentional misconduct. Following the commencement of the Chapter 11 Cases, the Debtors removed the
lawsuit against Honeywell to the Bankruptcy Court and also initiated litigation against Honeywell regarding the value and validity of its claims under the
Honeywell Indemnity Agreement and the Tax Matters Agreement.
Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Indemnity Agreements and the Tax
Matters Agreement and (b) the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash payment at Emergence and (y)
the Series B Preferred Stock. The Company will have the option to prepay the Series B Preferred Stock in full at any time at a call price equivalent to
$584 million as of Emergence (representing the present value of the installments at a 7.25% discount rate). The Company will also have the option to make
a partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time within 18 months of Emergence. In every case the
duration of future liabilities to Honeywell will be reduced from 30 years prior to the Chapter 11 filing to a maximum of nine years.
Our entry into and performance under the PSA and the terms of the PSA, the Transaction and the Plan remain subject to approval by the
Bankruptcy Court. There can be no assurances that we will obtain the approval of the Bankruptcy Court and consummate the Transaction.
For more information on the risks related to the approval of the Plan, see “We may not be able to complete any Bankruptcy Court-approved
reorganization of our Company or sales of our Company or assets through the chapter 11 process, or we may not be able to realize adequate consideration
for such reorganization or sales, which would adversely affect our financial condition”.
Operating under Bankruptcy Court protection for a long period of time may harm our business.
A long period of operations under Bankruptcy Court protection could have a material adverse effect on our business, financial condition, results of
operations and liquidity. During the pendency of the Chapter 11 Cases, our senior management may be required to spend a significant amount of time and
effort dealing with the reorganization instead of focusing exclusively on our business operations. A prolonged period of operating under Bankruptcy Court
protection also may make it more difficult to retain management and other key personnel necessary to the success and growth of our business. In addition,
as the length of the Chapter 11 Cases increases, the risk that customers and suppliers will lose confidence in our ability to reorganize our business
successfully may also increase, and such customers and suppliers may seek to establish alternative commercial relationships.
Delay of the Chapter 11 Cases could impact our ability to maintain our operations during the Chapter 11 Cases.
If the Chapter 11 Cases take longer than expected to conclude, the Debtors may exhaust or lose access to the DIP Term Loan Facility. Any of these
factors could result in the need for substantial additional funding. A number of other factors, including the Chapter 11 Cases, our recent financial results,
our substantial indebtedness and the competitive environment we face, may adversely affect the availability and terms of funding that might be available to
us during the pendency of the Chapter 11 Cases. As such, we may not be able to source capital at rates acceptable to us, or at all, to fund our current
operations. The inability to obtain necessary additional funding on acceptable terms could have a material adverse impact on us and on our ability to sustain
our operations during the Chapter 11 Cases.
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Our ability to prosecute the Chapter 11 Cases and obtain confirmation of the Plan may be contested by third parties with litigation.
Certain of the Debtors’ creditors and other parties-in-interest may object to and commence litigation against the Debtors during the course of the
Chapter 11 Cases, the outcome of which is uncertain. Such litigation may prolong the Chapter 11 Cases and may make it difficult for the Debtors to reach
the contractual milestones for the case within the timeframes set out in each of the PSA and RSA.
In certain instances, a Chapter 11 proceeding may be converted to a proceeding under Chapter 7.
There can be no assurance as to whether the Debtors will successfully reorganize under the Chapter 11 Cases. If the Bankruptcy Court finds that it
would be in the best interest of creditors and/or the Debtors, the Bankruptcy Court may convert the Chapter 11 Cases to proceedings under Chapter 7. In
such event, a Chapter 7 trustee would be appointed or elected to liquidate the Debtors’ assets for distribution in accordance with the priorities established
by the Bankruptcy Code. The Debtors believe that liquidation under Chapter 7 would result in significantly smaller distributions being made to the
Debtors’ creditors than those provided for in a Chapter 11 plan of reorganization because of (i) the likelihood that the assets would have to be sold or
otherwise disposed of in a disorderly fashion over a short period of time rather than reorganizing or selling in a controlled manner the Debtors’ businesses
as a going concern, (ii) additional administrative expenses involved in the appointment of a Chapter 7 trustee, and (iii) additional expenses and claims,
some of which would be entitled to priority, that would be generated during the liquidation and from the rejection of leases and other executory contracts in
connection with a cessation of operations.
Trading in our securities during the pendency of the Chapter 11 Cases poses substantial risks.
While the proposed terms of the Transaction under the PSA contemplate the reinstatement or cash-out of the Company’s stockholders, such terms
remain subject to approval by the Bankruptcy Court and the Company’s stockholders are cautioned that it is possible that the Company’s stockholders will
receive nothing in exchange for their common stock upon the completion of the Chapter 11 Cases and that the common stock will have no value and that
trading in securities of the Company during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. The delisting of
our common stock from New York Stock Exchange has limited and could continue to limit the liquidity of our common stock, increase the volatility in the
price of our common stock, and hinder our ability to raise capital. If the Plan is not confirmed by the Bankruptcy Court, it is possible the Company’s
outstanding common stock may be cancelled and extinguished upon confirmation of a different plan of reorganization by the Bankruptcy Court. In such an
event, the Company’s stockholders may be entitled to receive recovery on account of their equity interests, but the amount of any such recovery is highly
uncertain and there may be no such recovery. Trading prices for the Company’s common stock and other securities may bear little or no relation to actual
recovery, if any, by holders thereof in the Company’s Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and
future investments in its securities.
Our common stock was delisted from NYSE and is currently traded on the OTC Pink Sheets market maintained by the OTC Market Group, Inc., which
involves additional risks compared to being listed on a national securities exchange.
Trading in our common stock was suspended on September 21, 2020 and removed from listing on NYSE on October 19, 2020. We will not be able
to relist our common stock on a national securities exchange during our Chapter 11 process, although our common stock is now quoted on the OTC Pink
Sheets market maintained by the OTC Market Group, Inc. under the trading symbol “GTXMQ”. We may be unable to relist our common stock on a
national securities exchange after our Emergence. The lack of listing on a national securities exchange may impair the ability of holders of our common
stock to sell their shares at the time they wish to sell them or at a price that they consider reasonable. The lack of listing on a national securities exchange
may also reduce the fair market value of the shares of our common stock. Furthermore, because of the limited market and generally low volume of trading
in our common stock, the price of our common stock could be more likely to be affected by broad market fluctuations, general market conditions,
fluctuations in our operating results, changes in the markets’ perception of our business, and announcements made by us, our competitors, parties with
whom we have business relationships or third parties with interests in the Chapter 11 Cases.
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Risks Relating to Our Business
Industry and economic conditions may adversely affect the markets and operating conditions of our customers, which in turn can affect demand for
our products and services and our results of operations.
We are dependent on the continued growth, viability and financial stability of our customers. A substantial portion of our customers are OEMs in
the automotive industry. This industry is subject to rapid technological change often driven by regulatory changes, vigorous competition, short product life
cycles and cyclical and reduced consumer demand patterns. In addition to general economic conditions, automotive sales and automotive vehicle
production also depend on other factors, such as supplier stability, factory transitions, capacity constraints, the costs and availability of consumer credit,
consumer confidence and consumer preferences. When our customers are adversely affected by these factors, we may be similarly affected to the extent
that our customers reduce the volume of orders for our products. Economic declines and corresponding reductions in automotive sales and production by
our customers, particularly with respect to light vehicles, have in the past had, and may in the future have, a significant adverse effect on our business,
results of operations and financial condition.
Even if overall automotive sales and production remain stable, changes in regulations and consumer preferences may shift consumer demand away
from the types of vehicles we prioritize or towards the types of vehicles where our products generate smaller profit margins. A decrease in consumer
demand for the specific types of vehicles that have traditionally included our turbocharger products, such as a decrease in demand for diesel-fueled vehicles
in favor of gasoline-fueled vehicles, or lower-than-expected consumer demand for specific types of vehicles where we anticipate providing significant
components as part of our strategic growth plan, such as a decrease in demand for vehicles utilizing electric-hybrid and fuel cell powertrains in favor of full
battery electric vehicles, could have a significant effect on our business. If we are unable to anticipate significant changes in consumer sentiment, or if
consumer demand for certain vehicle types changes more than we expect, our results of operations and financial condition could be adversely affected.
Sales in our aftermarket operations are also directly related to consumer demand and spending for automotive aftermarket products, which may be
affected by additional factors such as the average useful life of OEM parts and components, severity of regional weather conditions, highway and roadway
infrastructure deterioration and the average number of miles vehicles are driven by owners. Improvements in technology and product quality are extending
the longevity of vehicle component parts, which may result in delayed or reduced aftermarket sales. Our results of operations and financial condition could
be adversely affected if we fail to respond in a timely and appropriate manner to changes in the demand for our aftermarket products.
The COVID-19 pandemic has adversely impacted and is expected to further adversely impact our business and results of operations.
During 2020, the novel coronavirus disease, COVID-19, spread across the world, including throughout Asia, the United States and Europe. The
outbreak and government measures taken in response had and continue to have a significant adverse impact, both direct and indirect, on our businesses and
the economy. Our manufacturing facility in Wuhan, China was shut down for six weeks in February and March 2020 and we saw diminished production in
our Shanghai, China facility for that same time period, which were the primary drivers of the decrease in sales in the Asia region during the three months
ended March 31, 2020. While our facilities in China re-opened in the second quarter, our manufacturing facilities in Mexicali, Mexico and Pune, India were
shut down and our manufacturing facilities in Europe operated at reduced capacity. This significantly reduced our production volumes and had a material
adverse impact on our business, results of operations and financial condition. In the third quarter, the fast recovery observed in all geographies enabled us
to ramp up production in most of our production sites to normal levels. This recovery continued in the fourth quarter with a very strong demand especially
in China and Europe. However, if the COVID-19 pandemic drives new lockdown measures impacting our manufacturing facilities, our facilities may be
forced to shut down or operate at reduced capacity again which will continue to negatively impact our revenues. We have also faced limitations on our
employee resources, including because of stay-at-home orders from local governments, new Paid Time Off policies, employee furloughs, state-funded
layoffs, sickness of employees or their families or the desire of employees to avoid contact with large groups of people. The pandemic has also diverted
management resources and the prolonged work-from-home arrangements have created business continuity and cybersecurity risks.
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Certain of our customers have been similarly affected and are experiencing closures and labor shortages. As a result of such closures, we have
experienced weakened demand from our customers, who have not been able to accept orders or have delayed or canceled orders, which has negatively
affected our revenues. If this trend continues, our revenues will continue to be negatively impacted.
The COVID-19 pandemic continues to rapidly evolve. The extent to which the outbreak impacts our business, liquidity and financial results will
depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the availability and effectiveness of any
vaccines or treatments, the duration of the pandemic, travel restrictions and social distancing in the European Union, China and other countries, the
duration and extent of business closures or business disruptions and the effectiveness of actions taken to contain the disease. If we or our customers
experience prolonged shutdowns or other business disruptions beyond current expectations, our ability to conduct our business in the manner and within
planned timelines could be materially and adversely impacted, and our business and financial results may continue to be adversely affected.
Our leveraged capital structure and liabilities to Honeywell may pose significant challenges to our overall strategic and financial flexibility and have a
material adverse effect on our business, liquidity position and financial position.
Our leverage ratio remains high and, unless addressed in the Chapter 11 Cases, we expect that it will remain so for at least the next several quarters.
This high leverage is exacerbated by Garrett ASASCO’s purported significant liabilities and obligations to Honeywell under the Honeywell
Indemnity Agreement and the tax matters agreement with Honeywell, dated September 12, 2018 (the “Tax Matters Agreement”). Under the terms of the
PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell providing for (a) the full and
final satisfaction, settlement, release, and discharge of all liabilities under or related to the Indemnity Agreements and the Tax Matters Agreement and (b)
the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash payment at Emergence and (y) the Series B Preferred
Stock. The terms of the PSA, the Transaction and the Plan remain subject to approval by the Bankruptcy Court. There can be no assurances that we will
obtain the approval of the Bankruptcy Court and consummate the Transaction.
Our current leveraged capital structure poses significant challenges to our overall strategic and financial flexibility and may impair our ability to
gain or hold market share in the highly competitive automotive supply market. This leverage may be greater than that of some of our competitors, which
may put us at a competitive disadvantage. In addition, our business has been and may continue to be significantly impacted by the COVID-19 pandemic
and related response measures, which has had adverse consequences for our leverage. See “The COVID-19 pandemic has adversely impacted and is
expected to further adversely impact our business and results of operations.” above for more information. The COVID-19 pandemic and related response
measures may continue to have an impact, and if we are unable to manage through these challenges, our leverage ratio, capital structure or liquidity may be
further adversely effected. On September 20, 2020, the Debtors filed the Chapter 11 Cases in order to address this leveraged capital structure. However,
because of the risks and uncertainties associated with the Chapter 11 Cases, we cannot accurately predict or quantify the ultimate impact of events that
occur during the Chapter 11 Cases on our leverage, capital structure, liabilities or liquidity position, and we may not be successful in addressing these
challenges through or following the Chapter 11 Cases. See risks related to the Chapter 11 Cases above for more information.
Changes in legislation or government regulations or policies can have a significant impact on demand for our products and our results of operations.
The sales and margins of our business are directly impacted by government regulations, including safety, performance and product certification
regulations, particularly with respect to emissions, fuel economy and energy efficiency standards for motor vehicles. Increased public awareness and
concern regarding global climate change may result in more regional and/or federal requirements to reduce or mitigate the effects of greenhouse gas
emissions. While such requirements can promote increased demand for our turbochargers and other products, several markets in which we operate are
undertaking efforts to more strictly regulate or ban vehicles powered by certain older-generation diesel engines. If such efforts are pursued more broadly
throughout the market than we have anticipated, such efforts may impact demand for our aftermarket products and consequently affect our results of
operations.
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In the long-term, several of the markets in which we operate are contemplating or undertaking multi-decade efforts to transition away from internal
combustion engines in favor of hybrid or full-battery electric vehicles.
Although we expect a significant number of hybrids will be turbocharged, if we overestimate the turbo penetration rate in hybrids or if a transition
to battery-electric vehicles is pursued more broadly throughout the market, or is implemented more rapidly than we have anticipated, the demand for our
products could be impacted and our results of operations consequently could be affected. This is a risk existing in particular in Europe. In the US, with the
change in presidential administration, we expect to see a move to adoption of new environmental regulations, which presents similar risks as in Europe in
the long-term, depending on how regulatory targets for fuel efficiency and emissions in the 2025-30 timeframe will be set.
Our future growth is largely dependent upon our ability to develop new technologies and introduce new products with acceptable margins that achieve
market acceptance or correctly anticipate regulatory changes.
The global automotive component supply industry is highly competitive. Our future growth rate depends upon a number of factors, including our
ability to: (i) identify emerging technological trends in our target end-markets; (ii) develop and maintain competitive products; (iii) enhance our products
by adding innovative features that differentiate our products from those of our competitors; (iv) develop, manufacture and bring compelling new products
to market quickly and cost effectively; and (v) attract, develop and retain individuals with the requisite technical expertise and understanding of customers’
needs to develop new technologies and introduce new products.
We have identified a trend towards increased development and adoption by OEMs of hybrid-electric powertrains, fuel cell powertrains and
associated electric boosting technologies, especially on commercial vehicle applications, as pure battery-electric vehicles continue to face range, charging
time and sustainability issues on those applications. Our results of operations could be adversely affected if our estimates regarding adoption and
penetration rates for hybrid-electric and fuel cell powertrains or for pure battery electric cars are incorrect.
Failure to protect our intellectual property or allegations that we have infringed the intellectual property of others could adversely affect our business,
financial condition and results of operations.
We rely on a combination of patents, copyrights, trademarks, tradenames, trade secrets and other proprietary rights, as well as contractual
arrangements, including licenses, to establish, maintain and protect our intellectual property rights. Effective intellectual property protection may not be
available, or we may not be able to acquire or maintain appropriate registered or unregistered intellectual property, in every country in which we do
business. Furthermore, in some areas of our business the established industry maturity of product technology may leave limited opportunity for new
intellectual property to differentiate our products. Accordingly, our intellectual property may not be sufficient on its own to provide us a strong product
differentiation and competitive advantage, which in turn could weaken our ability to secure business awards from our customers and/or our ability to
achieve targeted product profitability.
The protection of our intellectual property may require us to spend significant amounts of money. Further, the steps we take to protect our
intellectual property may not adequately protect our rights or prevent others from infringing, violating or misappropriating our intellectual proprietary
rights. Any impairment of our intellectual property rights, including due to changes in U.S. or foreign intellectual property laws or the absence of effective
legal protections or enforcement measures, could adversely impact our businesses, financial condition and results of operations.
International technical export control regulations and trade conflicts may limit our ability to use certain intellectual property in our products in
some regions of the world or customers may require assured access to intellectual property through open source-code, joint ownership of intellectual
property, free license, or other measures. These constraints could cause us difficulty in securing business awards from our customers, protecting our
competitive technology differentiation, and/or our ability to achieve targeted product profitability.
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In addition, as we adopt new technology, we face an inherent risk of exposure to the claims of others that we have allegedly violated their
intellectual property rights. Successful claims that we infringe on the intellectual property rights of others could require us to enter into royalty or licensing
agreements on unfavorable terms or cause us to incur substantial monetary liability. We may also be prohibited preliminarily or permanently from further
use of the intellectual property in question or be required to change our business practices to stop the infringing use, which could limit our ability to
compete effectively. In addition, our customer agreements may require us to indemnify the customer for infringement. The time and expense of defending
against these claims, whether meritorious or not, may have a material and adverse impact on our profitability, can be time-consuming and costly and may
divert management’s attention and resources away from our businesses. Furthermore, the publicity we may receive as a result of infringing intellectual
property rights may damage our reputation and adversely impact our existing customer relationships and our ability to develop new business.
We may incur material losses and costs as a result of warranty claims, including product recalls, and product liability actions that may be brought
against us.
Depending on the terms under which we supply products to an auto manufacturer, we may be required to guarantee or offer warranties for our
products and to bear the costs of recalls, repair or replacement of such products pursuant to new vehicle warranties. There can be no assurance that we will
have adequate reserves to cover such recall, repair and replacement costs. In the event that any of our products fails to perform as expected, we may face
direct exposure to warranty and product liability claims or may be required to participate in a government or self-imposed recall involving such products.
Our customers that are not end users, such as auto manufacturers, may face similar claims or be obliged to conduct recalls of their own, and in such
circumstances, they may seek contribution from us. Our agreements with our customers do not always include limitation of liability clauses or, in certain
situations or legal jurisdictions, such limitation of liability clauses may not be fully valid. If any such claims or contribution requests exceed our available
insurance, or if there is a product recall, there could be a material adverse impact on our results of operations. In addition, a recall claim could require us to
review our entire product portfolio to assess whether similar issues are present in other product lines, which could result in significant disruption to our
business and could have a further adverse impact on our results of operations. We cannot assure you that we will not experience any material warranty or
product liability claim losses in the future or that we will not incur significant costs to defend such claims.
The operational constraints and financial distress of third parties could adversely impact our business and results of operations.
Our results of operations, financial condition and cash flows could be adversely affected if our third-party suppliers lack sufficient quality control
or if there are significant changes in their financial or business condition. If our third-party manufacturers fail to deliver products, parts and components of
sufficient quality on time and at reasonable prices, we could have difficulties fulfilling our orders on similar terms or at all, sales and profits could decline,
and our commercial reputation could be damaged. See “Raw material price fluctuations, the ability of key suppliers to meet quality and delivery
requirements, or catastrophic events can increase the cost of our products and services, impact our ability to meet commitments to customers and cause us
to incur significant liabilities.” If we fail to adequately assess the creditworthiness and operational reliability of existing or future suppliers, if there is any
unanticipated deterioration in their creditworthiness and operational reliability, or if our suppliers do not perform or adhere to our existing or future
contractual arrangements, any resulting increase in nonperformance by them, our inability to otherwise obtain the supplies or our inability to enforce the
terms of the contract or seek other remedies could have a material adverse effect on our financial condition and results of operations.
Work stoppages, other disruptions, or the need to relocate any of our facilities could significantly disrupt our business.
Our geographic footprint emphasizes locating, engineering and manufacturing capabilities in close physical proximity to our customers, thereby
enabling us to adopt technologies and products for the specific vehicle types sold in each geographic market. Because our facilities offer localized services
in this manner, a work stoppage or other disruption at one or more of our R&D, engineering or manufacturing and assembly facilities in a given region
could have material adverse effects on our business, especially insofar as it impacts our ability to serve customers in that region. For example, our
manufacturing facility in Wuhan, China was shut down in 2020 due to the COVID-19 outbreak, causing us to delay certain shipments to our customers.
Moreover, due to unforeseen circumstances or factors beyond our control, we may be forced to relocate our operations from one or more of our existing
facilities to new facilities and may incur substantial costs, experience program delays and sacrifice proximity to customers and geographic markets as a
result, potentially for an extended period of time.
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The automotive industry relies heavily on “just-in-time” delivery of components during the assembly and manufacture of vehicles, and when we
fail to make timely deliveries in accordance with our contractual obligations, we generally have to absorb our own costs for identifying and solving the
“root cause” problem as well as expeditiously producing replacement components or products. We typically must also carry the costs associated with
“catching up,” such as overtime and premium freight. Additionally, if we are the cause for a customer being forced to halt production, the customer may
seek to recoup all of its losses and expenses from us. These losses and expenses could be significant, and may include consequential losses such as lost
profits.
In addition, a significant disruption in the supply of a key component due to a work stoppage or other disruption at one of our suppliers or any other
supplier could impact our ability to make timely deliveries to our customers and, accordingly, have a material adverse effect on our financial results. Where
a customer halts production because of another supplier failing to deliver on time, or as a result of a work stoppage or other disruption, it is unlikely we
will be fully compensated, if at all.
We may not realize sales represented by awarded business or effectively utilize our manufacturing capacity.
When we win a bid to offer products and services to an OEM customer, the customer typically does not commit to award us its business until a
separate contract has been negotiated, generally with a term ranging from one year to the life of the model (usually three to seven years). Once business has
been awarded, the OEM customer typically retains the ability to terminate the arrangement without penalty and does not commit to purchase a minimum
volume of products while the contract is in effect.
In light of the foregoing, while we estimate awarded business using certain assumptions, including projected future sales volumes, the volume and
timing of sales to our customers may vary due to: variation in demand for our customers’ products; our customers’ attempts to manage their inventory;
design changes; changes in our customers’ manufacturing strategy; the success of customers’ goods and models; and acquisitions of or consolidations
among customers. A significant decrease in demand for certain key models or a group of related models sold by any of our major customers, or the ability
of a manufacturer to re-source and discontinue purchasing from us its requirements for a particular model or group of models, could have a material
adverse effect on us. In particular, we may be unable to forecast the level of customer orders with sufficient certainty to allow us to optimize production
schedules and maximize utilization of manufacturing capacity. Any excess capacity would cause us to incur increased fixed costs in our products relative to
the net revenue we generate, which could have an adverse effect on our results of operations, particularly during economic downturns. Similarly, a
significant failure or inability to adapt to increased production or desired inventory levels (including as a result of accelerated launch schedules for new
automobile and truck platforms), comply with customer specifications and manufacturing requirements more generally or respond to other unexpected
fluctuations, as well as any delays or other problems with existing or new products (including program launch difficulties) could result in financial
penalties, increased costs, loss of sales, loss of customers or potential breaches of customer contracts, which could have an adverse effect on our
profitability and results of operations.
If actual production orders from our customers are not consistent with the projections we use in calculating the amount of our awarded business, or
if we are unable to improve utilization levels for manufacturing lines that consequently are underutilized and correctly manage capacity, the increased
expense levels will have an adverse effect on our business, financial condition and results of operations, and we could realize substantially less revenue
over the life of these projects than the currently projected estimate.
We may not be able to successfully negotiate pricing terms with our customers, which may adversely affect our results of operations.
We negotiate sales prices annually with our automotive customers. Our customer supply agreements generally require step-downs in component
pricing over the period of production. In addition, our customers often reserve the right to terminate their supply contracts at any time, which enhances
their ability to obtain price reductions. OEMs have also exercised significant influence over their suppliers, including us, because the automotive
component supply industry is highly competitive and serves a limited number of customers. Based on these factors, our status as a Tier I supplier (one that
supplies vehicle components directly to manufacturers) and the fact that our customers’ product programs typically last a number of years and are
anticipated to encompass large volumes, our customers are able to negotiate favorable pricing, and any cost-cutting initiatives that our customers adopt
generally will result in increased downward pressure on our pricing. Any resulting impacts to our sales levels and margins, or the failure of our
technologies or products to gain market acceptance due to more attractive offerings by our competitors, could over time significantly reduce our revenues
and adversely affect our competitive standing and prospects. In particular, large commercial settlements with our customers may adversely affect our
results of operations.
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We are subject to the economic, political, regulatory, foreign exchange and other risks of international operations.
We have created a geographic footprint that emphasizes locating R&D, engineering and manufacturing capabilities in close physical proximity to
our customers. Our international geographic footprint subjects us to many risks, including: exchange control regulations; wage and price controls; antitrust
and environmental regulations; employment regulations; foreign investment laws; monetary and fiscal policies and protectionist measures that may
prohibit acquisitions or joint ventures, establish local content requirements, or impact trade volumes; import, export and other trade restrictions (such as
embargoes); violations by our employees of anti-corruption laws; changes in regulations regarding transactions with state-owned enterprises;
nationalization of private enterprises; natural and man-made disasters, hazards and losses; global health risks and pandemics; backlash from foreign labor
organizations related to our restructuring actions; violence, civil and labor unrest; acts of terrorism; and our ability to hire and maintain qualified staff and
maintain the safety of our employees in these regions. Additionally, certain of the markets in which we operate have adopted increasingly strict data
privacy and data protection requirements or may require local storage and processing of data or similar requirements. The European Commission has
approved a data protection regulation, known as the General Data Protection Regulation (“GDPR”), that came into force in May 2018. The GDPR includes
operational requirements for companies that receive or process personal data of residents of the European Union and includes significant penalties for non-
compliance. The GDPR and similar data protection measures may increase the cost and complexity of our ability to deliver our services.
Following the U.K.’s withdrawal from the European Union on January 31, 2020, the U.K. entered into a transition period during which it continued
its ongoing and complex negotiations with the European Union relating to the future trading relationship between the U.K. and European Union. The
transition period ended on December 31, 2020, before which the United Kingdom and the European Commission reached an agreement on the future
trading relationship between the parties (the “UK-EU Trade and Cooperation Agreement” OR “TCA”). On December 30, 2020 the U.K. Parliament
approved the European (Future Relationship) Bill, thereby ratifying the TCA. The TCA is subject to formal approval by the European Parliament and the
Council of the European Union before it comes into effect and has been applied provisionally since January 1, 2021. Significant political and economic
uncertainty remains about whether the terms of the relationship will differ materially from the terms before withdrawal. Our manufacturing operations in
Cheadle and the businesses of our customers and suppliers could be negatively impacted if tariffs or other restrictions are imposed on the free flow of
goods to and from the U.K. Trade tensions between the United States and China, and other countries have escalated in recent years. Any U.S. tariff
impositions against Chinese exports have generally been followed by retaliatory Chinese tariffs on U.S. exports to China. We may not be able to mitigate
the impacts of any future tariffs, and our business, results of operations and financial position would be materially adversely affected by such tariffs.
Further changes in U.S. trade policies, tariffs, taxes, export restrictions or other trade barriers, or restrictions on raw materials or components may limit our
ability to produce products, increase our manufacturing costs, decrease our profit margins, reduce the competitiveness of our products, or inhibit our ability
to sell products or purchase raw materials or components, which would have a material adverse effect on our business, results of operations and financial
condition. These and other instabilities and uncertainties arising from the global geopolitical environment, along with the cost of compliance with
increasingly complex and often conflicting regulations worldwide, can impair our flexibility in modifying product, marketing, pricing or other strategies for
growing our businesses, as well as our ability to improve productivity and maintain acceptable operating margins.
As a result of our global presence, a significant portion of our revenues are denominated in currencies other than the U.S. dollar whereas a
significant amount of our payment obligations are denominated in U.S. dollars, which exposes us to foreign exchange risk. We monitor and seek to reduce
such risk through hedging activities; however, foreign exchange hedging activities bear a financial cost and may not always be available to us or be
successful in eliminating such volatility.
Finally, we generate significant amounts of cash that is invested with financial and non-financial counterparties. While we employ comprehensive
controls regarding global cash management to guard against cash or investment loss and to ensure our ability to fund our operations and commitments, a
material disruption to the counterparties with whom we transact business could expose us to financial loss.
We have invested substantial resources in specific foreign markets where we expect growth and we may be unable to timely alter our strategies should
such expectations not be realized.
We have identified certain countries, such as China and India, as key high-growth geographic markets. We believe these markets are likely to
experience substantial long-term growth, and accordingly have made and expect to continue to make substantial investments in numerous manufacturing
operations, technical centers, R&D activities and other infrastructure to support anticipated growth in these areas. If market demand for evolving vehicle
technologies in these regions does not grow as quickly as we anticipate, or if we are unable to deepen existing and develop additional customer
relationships in these regions, we may fail to realize expected rates of return, or even incur losses, on our
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existing investments and may be unable to timely redeploy the invested capital to take advantage of other markets or product categories, potentially
resulting in lost market share to our competitors. In particular, our ability to remain competitive and continue to grow in these regions depends in part on
the absence of competing state-sponsored domestic businesses. If a state-sponsored operation entered a local market as a competitor, it might have access
to significant social and financial capital that would enable it to overcome the ordinary barriers to entry in the turbocharger industry and acquire potentially
significant market share at our expense.
We could be adversely affected by our leading market position in certain markets.
We believe that we are a market leader in the turbocharger industry in many of the markets in which we operate. Although we believe we have
acted properly in the markets in which we have significant market share, we could face allegations of abuse of our market position or of collusion with
other market participants, which could result in negative publicity and adverse regulatory action by the relevant authorities, including the imposition of
monetary fines, all of which could adversely affect our financial condition and results of operations.
A deterioration in industry, economic or financial conditions may restrict our ability to access the capital markets on favorable terms.
We may require additional capital in the future to finance our growth and development, upgrade and improve our manufacturing capabilities,
implement further marketing and sales activities, fund ongoing R&D activities, satisfy regulatory and environmental compliance obligations, satisfy
indemnity obligations to Honeywell, and meet general working capital needs. Our capital requirements will depend on many factors, including acceptance
of and demand for our products, the extent to which we invest in new technology and R&D projects and the status and timing of these developments. If our
access to capital were to become constrained significantly, or if costs of capital increased significantly, due to lowered credit ratings, prevailing industry
conditions, the solvency of our customers, a material decline in demand for our products, the volatility of the capital markets or other factors, our financial
condition, results of operations and cash flows could be adversely affected. These conditions may adversely affect our ability to obtain targeted credit
ratings.
We may need additional capital resources in the future in order to meet our projected operating needs, capital expenditures and other cash
requirements, and if we are unable to obtain sufficient resources for our operating needs, capital expenditures and other cash requirements for any reason, our
business, financial condition and results of operations could be adversely affected.
Raw material price fluctuations, the ability of key suppliers to meet quality and delivery requirements, or catastrophic events can increase the cost of
our products and services, impact our ability to meet commitments to customers and cause us to incur significant liabilities.
The cost and availability of raw materials (including, but not limited to, grey iron, aluminum, stainless steel and a nickel, iron and chromium-based
alloy) is a key element in the cost of our products. Our inability to offset material price inflation through increased prices to customers, formula or long-
term fixed price contracts with suppliers, productivity actions or through commodity hedges could adversely affect our results of operations.
We obtain components and other products and services from numerous suppliers and other vendors throughout the world. Many major components
and product equipment items are procured or subcontracted on a single- or sole-source basis. Although we believe that sources of supply for raw materials
and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. Short- or long-term
capacity constraints or financial distress at any point in our supply chain could disrupt our operations and adversely affect our financial performance,
particularly when the affected suppliers and vendors are the sole sources of products that we require or that have unique capabilities, or when our
customers have directed us to use those specific suppliers and vendors. Our ability to manage inventory and meet delivery requirements may be constrained
by our suppliers’ inability to scale production and adjust delivery of long-lead time products during times of volatile demand. Our inability to fill our
supply needs would jeopardize our ability to fulfill obligations under commercial contracts, and could result in reduced sales and profits, contract penalties
or terminations, and damage to customer relationships.
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Failure to increase productivity through sustainable operational improvements, as well as an inability to successfully execute repositioning projects or
to effectively manage our workforce, may reduce our profitability or adversely impact our business.
Our profitability and margin growth are dependent upon our ability to drive sustainable improvements. In addition, we seek productivity and cost
savings benefits through repositioning actions and projects, such as consolidation of manufacturing facilities, transitions to cost-competitive regions,
workforce reductions, asset impairments, product line rationalizations and other cost-saving initiatives. Risks associated with these actions include delays
in execution of the planned initiatives, additional unexpected costs, realization of fewer than estimated productivity improvements and adverse effects on
employee morale. We may not realize the full operational or financial benefits we expect, the recognition of these benefits may be delayed and these
actions may potentially disrupt our operations. In addition, organizational changes, attrition, labor relations difficulties, or workforce stoppage could have a
material adverse effect on our business, reputation, financial position and results of operations.
Our operations and the prior operations of predecessor companies expose us to the risk of material environmental liabilities.
We are subject to potentially material liabilities related to the investigation and cleanup of environmental hazards and to claims of personal injuries
or property damages that may arise from hazardous substance releases and exposures. We are also subject to potentially material liabilities related to the
compliance of our operations with the requirements of various federal, state, local and foreign governments that regulate the discharge of materials into the
environment and the generation, handling, storage, treatment and disposal of and exposure to hazardous substances. If we are found to be in violation of
these laws and regulations, we may be subject to substantial fines and criminal sanctions and be required to install costly equipment or make operational
changes to achieve compliance with such laws and regulations. In addition, changes in laws, regulations or government enforcement of policies concerning
the environment, the discovery of previously unknown contamination or new information related to individual contaminated sites, the establishment of
stricter state or federal toxicity standards with respect to certain contaminants, or the imposition of new clean-up requirements or remedial techniques,
could require us to incur additional currently unanticipated costs in the future that would have a negative effect on our financial condition or results of
operations.
We cannot predict with certainty the outcome of litigation matters, government proceedings and other contingencies and uncertainties.
We are or may be party to a number of lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of our
current and historical business, including matters relating to our Honeywell Indemnity Agreement, commercial transactions, product liability (including
legacy asbestos claims involving the friction materials legacy business), prior acquisitions and divestitures, employment, employee benefits plans,
intellectual property, antitrust, import and export, and environmental, health and safety matters, as well as securities litigation, tax proceedings and
litigation related to our debt. For additional information regarding our pending legal proceedings, see Part I, Item 3, “Legal Proceedings”. We cannot
predict with certainty the outcome of legal proceedings or contingencies. The costs incurred in litigation can be substantial and result in the diversion of
management’s attention and resources.
We may also make certain commitments, including representations, warranties and indemnities relating to current and past operations, including
those related to divested businesses, and issue guarantees of third-party obligations. Our potential liabilities are subject to change over time due to new
developments, changes in settlement strategy or the impact of evidentiary requirements, and we may become subject to or be required to pay damage
awards or settlements that could have a material adverse effect on our results of operations, cash flows and financial condition. If we were required to make
payments, such payments could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our business,
financial condition and results of operations. While we maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to
cover the total amount of all insured claims and liabilities. The incurrence of significant liabilities for which there is no or insufficient insurance coverage
could adversely affect our results of operations, cash flows, liquidity and financial condition.
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We depend on the recruitment and retention of qualified personnel, and our failure to attract and retain such personnel could adversely affect our
business, financial condition and results of operations.
Due to the complex nature of our business, our future performance is highly dependent upon the continued services of our key engineering
personnel, scientists and executive officers, the development of additional management personnel and the hiring of new qualified engineering,
manufacturing, marketing, sales and management personnel for our operations. Competition for qualified personnel in our industry is intense, and we may
not be successful in attracting or retaining qualified personnel. The loss of key employees, our inability to attract new qualified employees or adequately
train employees, or the delay in hiring key personnel, could negatively affect our business, financial condition and results of operations.
Our U.S. and non-U.S. tax liabilities are dependent, in part, upon the distribution of income among various jurisdictions in which we operate.
Our future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in
countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), changes in
generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, the results of audits and examinations of previously
filed tax returns and continuing assessments of our tax exposures and various other governmental enforcement initiatives. Our tax expense includes
estimates of tax reserves and reflects other estimates and assumptions, including assessments of our future earnings which could impact the valuation of
our deferred tax assets. Changes in tax laws or regulations, including multi-jurisdictional changes enacted in response to the guidelines provided by the
Organization for Economic Co-operation and Development to address base erosion and profit shifting, will increase tax uncertainty and may adversely
impact our provision for income taxes.
Because we have officers and directors who live outside of the United States, you may have no effective recourse against them for misconduct and may
not be able to receive compensation for damages to the value of your investment caused by wrongful actions by our directors and officers.
We have officers and directors who live outside of the United States. As a result, it may be difficult for investors to enforce within the U.S. any
judgments obtained against those officers and directors or obtain judgments against them outside of the U.S. that are based on the civil liability provisions
of the federal or state securities laws of the U.S. Investors may not be able to receive compensation for damages to the value of their investment caused by
wrongful actions by our directors and officers.
Our emerging opportunities in technology, products and services depend in part on intellectual property and technology licensed from third parties.
A number of our emerging opportunities in technology, products and services rely on key technologies developed or licensed from third parties.
While the majority of our current product offerings are not covered by third-party licenses, many of our emerging technology offerings that we are
developing use software components or other intellectual property licensed from third parties, including both through proprietary and open source licenses.
Should such emerging products become a significant part of our product offerings, our reliance on third-party licenses may present various risks to our
business. These third-party software components may become obsolete, defective or incompatible with future versions of our emerging technology
offerings, our relationship with these third parties may deteriorate, or our agreements with these third parties may expire or be terminated. We may face
legal or business disputes with licensors that may threaten or lead to the disruption of inbound licensing relationships. In order to remain in compliance
with the terms of our licenses, we must carefully monitor and manage our use of third-party components, including both proprietary and open source
license terms that may require the licensing or public disclosure of our intellectual property without compensation or on undesirable terms. Additionally,
some of these licenses may not be available for use in the future on terms that may be acceptable or that allow our emerging product offerings to remain
competitive. Our inability to obtain licenses or rights on favorable terms could have a material effect on our emerging technology offerings. Moreover, it is
possible that as a consequence of a future merger or acquisition we may be involved in, third parties may obtain licenses to some of our intellectual
property rights or our business may be subject to certain restrictions that were not in place prior to such transaction. Because the availability and cost from
third parties depends upon the willingness of third parties to deal with us on the terms we request, there is a risk that third parties who license our
competitors will either refuse to license us at all, or refuse to license us on terms equally favorable to those granted to our competitors. Consequently, we
may lose a competitive advantage with respect to these intellectual property rights or we may be required to enter into costly arrangements in order to
obtain these rights.
37
Risks Relating to the Spin-Off and our Separation from Honeywell
If the Spin-Off were determined not to qualify as tax-free for U.S. federal income tax purposes, we could have an indemnification obligation to
Honeywell, which could adversely affect our business, financial condition and results of operations.
If, as a result of any of our representations being untrue or our covenants being breached, the Spin-Off were determined not to qualify for non-
recognition of gain or loss under Section 355 and related provisions of the Code, we could be required to indemnify Honeywell for the resulting taxes and
related expenses. Further, if any pre-spin restructuring activities that were initiated by Honeywell were determined to be taxable and benefit the Company,
we could be required to indemnify Honeywell. Those amounts could be material. Any such indemnification obligation could adversely affect our business,
financial condition and results of operations.
In addition, if we or our stockholders were to engage in transactions that resulted in a 50% or greater change by vote or value in the ownership of
our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, the Spin-Off would generally be
taxable to Honeywell, but not to stockholders, under Section 355(e), unless it were established that such transactions and the Spin-Off were not part of a
plan or series of related transactions. If the Spin-Off were taxable to Honeywell due to such a 50% or greater change in ownership of our stock, Honeywell
would recognize gain equal to the excess of the fair market value on the Distribution Date of our common stock distributed to Honeywell stockholders over
Honeywell’s tax basis in our common stock, and we generally would be required to indemnify Honeywell for the tax on such gain and related expenses.
Those amounts would be material. Any such indemnification obligation could adversely affect our business, financial condition and results of operations.
Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Indemnity Agreements and the Tax
Matters Agreement and (b) the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash payment at Emergence and (y)
the Series B Preferred Stock. The terms of the PSA, the Transaction and the Plan remain subject to approval by the Bankruptcy Court. There can be no
assurances that we will obtain the approval of the Bankruptcy Court and consummate the Transaction.
For more information on the risks related to the approval of the Plan, see “We may not be able to complete any Bankruptcy Court-approved
reorganization of our Company or sales of our Company or assets through the chapter 11 process, or we may not be able to realize adequate
consideration for such reorganization or sales, which would adversely affect our financial condition”.
Our indebtedness could adversely affect our business, financial condition and results of operations.
In connection with the Spin-Off, we incurred substantial indebtedness in an aggregate principal amount of approximately $1,660 million, of which
$1,628 million of the net proceeds were transferred to Honeywell substantially concurrently with the consummation of the Spin-Off. In connection with the
Chapter 11 Cases, we incurred an additional indebtedness in an aggregate principal amount of $200 million.
We historically relied upon Honeywell to fund our working capital requirements and other cash requirements. We are now responsible for servicing
our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements. Due to our separation from
Honeywell and the commencement of the Chapter 11 Cases our access to and cost of debt financing will be different from our historical access to and cost
of debt financing. Differences in access to and cost of debt financing may result in differences in the interest rate charged to us on financings, as well as the
amount of indebtedness, types of financing structures and debt markets that may be available to us.
Our ability to make payments on and to refinance our indebtedness, including the debt incurred in connection with the Spin-Off and the Chapter 11
Cases, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our
ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
38
The terms of our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in
response to changes in our business, the industries in which we operate, the economy and governmental regulations.
The terms of our Prepetition Credit Agreement and DIP Credit Agreement include a number of restrictive covenants that impose significant
operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. These
may restrict our and our subsidiaries’ ability to take some or all of the following actions:
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•
•
•
•
•
•
•
•
•
•
incur or guarantee additional indebtedness or sell disqualified or preferred stock;
pay dividends on, make distributions in respect of, repurchase or redeem capital stock;
make investments or acquisitions;
sell, transfer or otherwise dispose of certain assets;
create liens;
enter into sale/leaseback transactions;
enter into agreements restricting the ability to pay dividends or make other intercompany transfers;
consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;
enter into transactions with affiliates;
prepay, repurchase or redeem certain kinds of indebtedness;
issue or sell stock of our subsidiaries; and/or
significantly change the nature of our business.
Moreover, as a result of all of these restrictions, we may be limited in how we conduct our business and pursue our strategy, unable to raise
additional debt financing to operate during general economic or business downturns, or unable to compete effectively or to take advantage of new business
opportunities. Furthermore, the lenders of this indebtedness have required that we pledge our assets as security for our repayment obligations and that we
abide by certain financial or operational covenants. Our ability to comply with such covenants and restrictions has been and may continue to be affected by
events beyond our control, including prevailing economic, political, social, financial and industry conditions, such as the COVID-19 pandemic.
The commencement of the Chapter 11 Cases constituted an event of default that accelerated our obligations and terminated undrawn
commitments, as applicable, under the Prepetition Credit Agreement. The Prepetition Credit Agreement provides that as a result of the commencement
of the Chapter 11 Cases, the principal, interest and all other amounts due thereunder shall be immediately due and payable. Any efforts to enforce the
payment obligations under the Prepetition Credit Agreement are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of
enforcement in respect of the Prepetition Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.
Under the DIP Credit Agreement, a breach of any of the covenants listed above, if applicable, could result in an event of default. If an event of
default occurred, the lenders under our DIP Credit Agreement would have the right to accelerate the repayment of such debt. We might not have, or be
able to obtain, sufficient funds to make these accelerated payments, and lenders could then proceed against any collateral. Any subsequent replacement
of the agreements governing such indebtedness, or any new indebtedness could have similar or greater restrictions. The occurrence and ramifications of
an event of default could adversely affect our business, financial condition and results of operations.
39
We may have potential business conflicts of interest with Honeywell with respect to our past and ongoing relationships.
Conflicts of interest may arise between Honeywell and us in a number of areas relating to our past and ongoing relationships, including:
•
•
•
•
labor, tax, employee benefit, indemnification and other matters arising from our separation from Honeywell;
intellectual property matters;
employee recruiting and retention; and
business combinations involving our company (including, without limitation, the Transaction).
The Chapter 11 Cases may exacerbate any potential conflicts and make resolution of any potential conflicts more difficult to achieve outside of the
Bankruptcy Court. We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorable to us than if we were
dealing with a party with whom we were not previously affiliated.
Certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in Honeywell.
Because of their former positions with Honeywell, certain of our executive officers and directors own equity interests in Honeywell. Continuing
ownership of Honeywell shares could create, or appear to create, potential conflicts of interest if we and Honeywell face decisions that could have
implications for both us and Honeywell.
The allocation of intellectual property rights between Honeywell and us as part of the Spin-Off, and our shared use of certain intellectual property
rights, could adversely impact our reputation, our ability to enforce certain intellectual property rights that are important to us and our competitive
position.
In connection with the Spin-Off, we entered into agreements with Honeywell governing the allocation of intellectual property rights related to our
business. These agreements could adversely affect our position and options relating to intellectual property enforcement, licensing negotiations and
monetization. We also may not have sufficient rights to grant sublicenses of intellectual property used in our business. These circumstances could adversely
affect our ability to protect our competitive position in the industry.
Risks Relating to our Common Stock
An active trading market for our common stock may not be available, and our stock price may fluctuate significantly.
The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:
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•
•
•
•
•
the Chapter 11 Cases, including the approval by the Bankruptcy Court of entry into the PSA and the ECBA, the terms of the Transaction
and confirmation of the Plan;
actual or anticipated fluctuations in our results of operations due to factors related to our business;
success or failure of our business strategies;
competition and industry capacity;
changes in interest rates and other factors that affect earnings and cash flow;
our level of indebtedness, our ability to make payments on or service our indebtedness and our ability to obtain financing as needed;
our ability to retain and recruit qualified personnel;
our quarterly or annual earnings, or those of other companies in our industry;
40
•
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•
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•
announcements by us or our competitors of significant acquisitions or dispositions;
changes in accounting standards, policies, guidance, interpretations or principles;
the failure of securities analysts to cover, or positively cover, our common stock after the Spin-Off;
changes in earnings estimates by securities analysts or our ability to meet those estimates;
the operating and stock price performance of other comparable companies;
investor perception of our company and our industry;
overall market fluctuations unrelated to our operating performance;
results from any material litigation or government investigation;
changes in laws and regulations (including tax laws and regulations) affecting our business;
changes in capital gains taxes and taxes on dividends affecting stockholders; and
general economic conditions and other external factors.
Low trading volume for our stock, which may occur if an active trading market is not available, among other reasons, would amplify the effect of
the above factors on our stock price volatility. The delisting of our common stock from New York Stock Exchange has limited and could continue to limit
the liquidity of our common stock, increase the volatility in the price of our common stock, and hinder our ability to raise capital.
Should the market price of our stock drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against us
could cause us to incur substantial costs and could divert the time and attention of our management and other resources.
Certain provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws and Delaware law may discourage
takeovers.
Several provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws and Delaware law may discourage,
delay or prevent a merger or acquisition. These include, among others, provisions that:
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•
•
•
provide for staggered terms for directors on our Board for a period following the Spin-Off;
do not permit our stockholders to act by written consent and require that stockholder action must take place at an annual or special meeting
of our stockholders, in each case except as such rights may otherwise be provided to holders of preferred stock;
establish advance notice requirements for stockholder nominations and proposals;
limit the persons who may call special meetings of stockholders; and
limit our ability to enter into business combination transactions.
These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws and Delaware law may
discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of Garrett, including
unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price
above the prevailing market price.
Under the terms of the Transaction under the PSA, the Plan, if confirmed by the Bankruptcy Court, may result in the removal or alteration of
some or all of these provisions, subject to negotiation of definitive corporate governance documentation with the CO Group. There can be no assurances
that any definitive corporate governance documentation with the CO Group will not continue to discourage, delay or prevent certain types of transactions
involving an actual or a threatened acquisition or change in control of Garrett, including unsolicited takeover attempts, even though the transaction may
offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price.
41
Our Amended and Restated Certificate of Incorporation designates the courts of the State of Delaware as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for
disputes with us or our directors, officers or other employees.
Our Amended and Restated Certificate of Incorporation provides, in all cases to the fullest extent permitted by law, unless we consent in writing to the
selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or
proceeding brought on behalf of Garrett, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or
stockholders to us or our stockholders, any action asserting a claim arising pursuant to the Delaware General Corporate Law (“DGCL”) or as to which the
DGCL confers jurisdiction on the Court of Chancery located in the State of Delaware or any action asserting a claim governed by the internal affairs doctrine
or any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. However, if the Court of Chancery within the
State of Delaware does not have jurisdiction, the action may be brought in any other state or federal court located within the State of Delaware. Any person or
entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and to have consented to these
provisions. This provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,
officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Amended and Restated Certificate
of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions.
General Risk Factors
System or service failures, including as a result of cyber or other security incidents, could disrupt business operations, result in the loss of critical and
confidential information, and adversely impact our reputation and results of operations.
We deploy and maintain IT and engineering systems. Our systems involve sensitive information and may be conducted in hazardous environments.
As a result, we are subject to systems or service failures, not only resulting from our failures or the failures of third-party service providers, natural
disasters, power shortages or terrorist attacks, but also from exposure to cyber or other security threats. Global cybersecurity threats and incidents can range
from uncoordinated individual attempts to gain unauthorized access to IT systems to sophisticated and targeted measures known as advanced persistent
threats, directed at the Company, our products, our customers and/or our third-party service providers, including cloud providers. There has been an
increase in the frequency and sophistication of cyber and other security threats we face, and our customers are increasingly requiring cyber and other
security protections and mandating cyber and other security standards in our products.
Cyber and other security incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or
unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations.
Moreover, employee error or malfeasance, faulty password management or other intentional or inadvertent non-compliance with our security protocols
may result in a breach of our information systems. Cyber and other security incidents aimed at the software embedded in our products could lead to third-
party claims that our product failures have caused a similar range of damages to our customers, and this risk is enhanced by the increasingly connected
nature of our products.
The potential consequences of a material cyber or other security incident include financial loss, reputational damage, litigation with third parties,
theft of intellectual property, fines levied by the United States Federal Trade Commission, diminution in the value of our investment in research,
development and engineering, and increased cyber and other security protection and remediation costs due to the increasing sophistication and proliferation
of threats, which in turn could adversely affect our competitiveness and results of operations. In addition to any costs resulting from contract performance
or required corrective action, these incidents could generate increased costs or loss of revenue if our customers choose to postpone or cancel previously
scheduled orders or decide not to renew any of our existing contracts.
The costs related to cyber or other security incidents may not be fully insured or indemnified by other means. The successful assertion of a large
claim against us with respect to a cyber or other security incident could seriously harm our business. Even if not successful, these claims could result in
significant legal and other costs, may be a distraction to our management and harm our customer relationships, as well as our reputation.
42
If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired and
investors’ views of us could be harmed.
We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management and our
independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of
the Sarbanes-Oxley Act of 2002. If we are not able to comply with the requirements of Section 404, the market price of shares of common stock could
decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and
management resources.
Our ability to successfully comply with Section 404 requires us to be able to prepare timely and accurate financial statements. Any delay in the
implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer, and we may be
unable to conclude that our internal control over financial reporting is effective, and our independent registered public accounting firm may provide an
adverse opinion on our internal control over financial reporting. In the course of preparing our Annual Report on Form 10-K and our Consolidated and
Combined Financial Statements for the year ended December 31, 2018, our management determined that there was a material weakness in our internal
control over financial reporting relating to the supporting evidence for our liability to Honeywell under the Honeywell Indemnity Agreement that has since
been remediated. Even though we have concluded, and our auditors have concurred, that that our internal control over financial reporting was effective as
of December 31, 2020, we could identify additional material weaknesses in our internal control over financial reporting in the future, which could cause us
to have to restate our Consolidated and Combined Financial Statements. In the event of an additional material weakness or restatement, the market price of
shares of common stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which could have a
material adverse effect on our results of operations and financial condition.
Your percentage ownership in us may be diluted in the future.
Your percentage ownership in us may be diluted in the future because of equity issuances pursuant to the Plan, if confirmed, for acquisitions,
capital market transactions or otherwise, including equity awards that we may grant to our directors, officers and other employees. Our Board has adopted
and Honeywell, as our sole shareholder, approved, the 2018 Stock Incentive Plan of Garrett and its Affiliates (the “Equity Plan”) for the benefit of certain
of our current and future employees and other service providers. Our non-employee directors are eligible to participate in the 2018 Stock Incentive Plan for
Non-Employee Directors. Awards made under such plans will have a dilutive effect on our earnings per share, which could adversely affect the market
price of our common stock.
Under the terms of the Transaction, if approved by the Bankruptcy Court, the CO Group and certain of our existing stockholders will be issued
Series A Preferred Stock which will be convertible in certain circumstances into shares of common stock. Any such conversion may significantly dilute the
percentage ownership of our current stockholders.
In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more
classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including
preferences over our common stock with respect to dividends and distributions, as our board of directors may generally determine. The terms of one or
more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders
of preferred stock the right to elect some number of the members of our board of directors in all events or upon the happening of specified events, or the
right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that we could assign to holders of preferred
stock could affect the residual value of our common stock.
From time-to-time, we may opportunistically evaluate and pursue acquisition opportunities, including acquisitions for which the consideration
thereof may consist partially or entirely of newly-issued shares of our common stock and, therefore, such transactions, if consummated, would dilute the
voting power and/or reduce the value of our common stock.
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We have created a geographic footprint that emphasizes locating R&D, engineering and manufacturing capabilities in close physical proximity to
our customers, thereby enabling us to manage our environmental footprint to meet our sustainability targets and to adopt technologies and products for the
specific vehicle types sold in each geographic market. Over the past several years, we have invested heavily to be close to our Chinese, Indian and other
high-growth region OEM customers to be able to offer world-leading technologies, localized engineering support and unparalleled manufacturing
productivity.
As of December 31, 2020, we owned or leased 13 manufacturing sites, five R&D centers and 11 close-to- customer engineering sites. We also have
many smaller sales offices, warehouses, cybersecurity and IVHM sites and other investments strategically located throughout the world. The following
table shows the ownership and regional distribution of our manufacturing sites, R&D centers and customer engineering sites:
Manufacturing Sites
R&D Centers
Close-to-Customer Engineering
Sites
Ownership
Regional distribution
Owned
9
1
Leased
4
4
North America
2
1
Europe,
Middle East &
Africa
5
2
South Asia &
Asia Pacific
5
2
South America
1
—
—
11
2
5
3
1
Total
13
5
11
We continually and proactively review our real estate portfolio and develop footprint strategies to support our customers’ global plans, while at the
same time supporting our technical needs and optimizing operating cost base. We expect our evolving portfolio will meet current and anticipated future
needs.
Item 3. Legal Proceedings
On December 2, 2019, the Company and its subsidiary, Garrett ASASCO Inc., filed a Summons with Notice in the Commercial Division of the
Supreme Court of the State of New York, County of New York (the “NY Supreme Court”) commencing an action (the “Action”) against Honeywell,
certain of Honeywell’s subsidiaries and certain of Honeywell’s employees for declaratory judgment, breach of contract, breach of fiduciary duties, aiding
and abetting breach of fiduciary duties, corporate waste, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. On January
15, 2020, the Company and Garrett ASASCO Inc. filed a Complaint in the NY Supreme Court in connection with the Action. The lawsuit arises from the
Honeywell Indemnity Agreement. The Company is seeking declaratory relief, compensatory damages in an amount to be determined at trial rescission of
the Honeywell Indemnity Agreement, attorneys’ fees and costs, and such other and further relief as the Court may deem just and proper. Among other
claims, Garrett asserts that Honeywell is not entitled to indemnification because it improperly seeks indemnification for amounts attributable to punitive
damages and intentional misconduct, and because it has failed to establish other prerequisites for indemnification under New York law. Specifically, the
claim asserts that Honeywell has failed to establish its right to indemnity for each and every asbestos settlement of the thousands for which it seeks
indemnification. The Action seeks to establish that the Honeywell Indemnity Agreement is not enforceable, in whole or in part. On March 5, 2020,
Honeywell filed a “Notice of Motion to Dismiss Garrett’s Complaint.” On September 20, 2020, Garrett and certain of its subsidiaries each filed a voluntary
petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York. On
September 23, 2020, Garrett removed the Action to the United States District Court for the Southern District of New York, and on September 24, 2020, the
Action was referred to the Bankruptcy Court, where the case is currently pending. A pre-trial conference took place on October 22, 2020. The Court heard
argument on Honeywell’s pending motion to dismiss on November 18, 2020; the Court has not yet issued a decision. On November 2, 2020, the Garrett
entities that are Debtors and Debtors in Possession filed a Motion Pursuant to Sections 105(a) and 502(c) To Establish Procedures for Estimating The
Maximum Amount Of Honeywell’s Claims And Related Relief (the “Motion”). The Court heard argument on the Motion on November 18. The Court
ordered an estimation proceeding to take place to estimate all of Honeywell’s claims against the Garrett entities that are Debtors and Debtors in Possession.
On December 18, 2020, Honeywell filed proofs of claim in the Chapter 11 Cases, asserting that the Company owes at least $1.9 billion. The Bankruptcy
Court was scheduled to estimate the amount of Honeywell’s claims in an estimation proceeding that was scheduled to commence on February 1, 2021. As
noted below, the estimation proceeding has been stayed by order of the Bankruptcy Court.
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On January 11, 2021, the Company announced that it had agreed to settle Honeywell’s claims as part of the Plan. The Plan is subject to various
conditions, including approval by the Bankruptcy Court. Under the Plan settlement, Honeywell would receive a $375 million payment and Series B
Preferred Stock payable in installments of $35 million in 2022, and $100 million annually 2023-2030. The Company would have the option to prepay the
Series B Preferred Stock in full at any time at a call price equivalent to $584 million as of the Emergence (representing the present value of the installments
at a 7.25% discount rate). The Company will also have the option to make a partial payment of the Series B Preferred Stock, reducing the present value to
$400 million, at any time within 18 months of Emergence.
On January 15, 2021, the Bankruptcy Court ordered that the Action and the estimation proceeding both be stayed pending the Bankruptcy Court’s
consideration of Plan. The confirmation hearing for the Plan is currently scheduled to take place in April 2021, however, the hearing may be rescheduled
for a later date.
The Debtors’ Chapter 11 Cases are being jointly administered under the caption “In re: Garrett Motion Inc., 20-12212.” For additional information
regarding the Chapter 11 Cases, see Note 1 Background and Basis of Preparation and Note 2 Reorganization and Chapter 11 Proceedings of the Notes to
the Consolidated and Combined Financial Statements.
On September 25, 2020, a putative securities class action complaint was filed against Garrett Motion Inc. and certain current and former Garrett
officers and directors, in the United States District Court for the Southern District of New York. The case bears the caption: Steven Husson, Individually
and On Behalf of All Others Similarly Situated, v. Garrett Motion Inc., Olivier Rabiller, Alessandro Gili, Peter Bracke, Sean Deason, and Su Ping Lu, Case
No. 1:20-cv-07992-JPC (SDNY) (the “Husson Action”). The Husson Action asserts claims under Sections 10(b) and 20(a) of the Exchange Act, for
securities fraud and control person liability. On September 28, 2020, the plaintiff sought to voluntarily dismiss his claim against Garrett Motion Inc. in light
of the Company’s bankruptcy, this request was granted.
On October 5, 2020, another putative securities class action complaint was filed against certain current and former Garrett officers and directors, in
the United States District Court for the Southern District of New York. This case bears the caption: The Gabelli Asset Fund, The Gabelli Dividend &
Income Trust, The Gabelli Value 25 Fund Inc., The Gabelli Equity Trust Inc., SM Investors LP and SM Investors II LP, on behalf of themselves and all
others similarly situated, v. Su Ping Lu, Olivier Rabiller, Alessandro Gili, Peter Bracke, Sean Deason, Craig Balis, Thierry Mabru, Russell James, Carlos
M. Cardoso, Maura J. Clark, Courtney M. Enghauser, Susan L. Main, Carsten Reinhardt, and Scott A. Tozier, Case No. 1:20-cv-08296-JPC (SDNY) (the
“Gabelli Action”). The Gabelli Action also asserts claims under Sections 10(b) and 20(a) of the Exchange Act.
On November 5, 2020, another putative securities class action complaint was filed against certain current and former Garrett officers and directors,
in the United States District Court for the Southern District of New York. This case bears the caption: Joseph Froehlich, Individually and On Behalf of All
Others Similarly Situated, v. Olivier Rabiller, Allesandro Gili, Peter Bracke, Sean Deason, and Su Ping Lu, Case No. 1:20-cv-09279-JPC (SDNY) (the
“Froehlich Action”). The Froehlich Action also asserts claims under Sections 10(b) and 20(a) of the Exchange Act.
All three cases seek compensatory damages as well as interest, fees and costs. All three actions are currently assigned to Judge John P. Cronan. Su
Ping Lu filed a waiver of service in the Gabelli Action on November 10, 2020. On November 24, 2020, competing motions were filed seeking the
appointment of lead plaintiff and lead counsel and the consolidation of the Husson, Gabelli, and Froehlich Actions.
On December 8, 2020, counsel for the plaintiffs in the Gabelli Action – the Entwistle & Cappucci law firm – filed an unopposed stipulation and
proposed order that would (1) appoint the plaintiffs in the Gabelli Action – the “Gabelli Entities” – the lead plaintiffs; (2) would appoint Entwistle &
Cappucci as lead counsel for the plaintiff class; (3) consolidate the Gabelli Action, the Husson Action, and the Froehlich Action; (4) set a date by which
lead plaintiff would file a consolidated amended complaint by February 25, 2021; and (5) set a date by which defendants shall respond to a consolidated
amended complaint of April 26, 2021. On January 21, 2021, the district court issued an order consolidating the three actions as In re Garrett Motion Inc.
Securities Litigation, Case Number 20 Civ. 7992 (JPC), and appointing the Gabelli entities as the lead plaintiffs.
The Company’s insurer, AIG has accepted the defense, subject the customary reservation of rights.
The Bankruptcy Court has set a bar date of March 1, 2021 for, among others, current and former shareholders to file securities-related claims
against the Company. We are not yet able to assess the likelihood that any such claims will
45
be allowed. To the extent allowed, each holder of such claims shall be entitled to receive, (x) its pro rata share of the aggregate cash payments received or
recoverable from any insurance policies of the Company on account of any such allowed claims and (y) solely to the extent that such payments are less
than the amount of its allowed claim, such treatment that is consistent with section 1129 of the Bankruptcy Code and otherwise acceptable to the Debtors
and the parties to the PSA in accordance with the PSA.
In September 2020, the Brazilian tax authorities issued an infraction notice against Garrett Motion Industria Automotiva Brasil Ltda, challenging
the use of certain tax credits between January 2017 and February 2020. The infraction notice results in a loss contingency that may or may not ultimately
be incurred by the Company. The estimated total amount of the contingency as of December 31, 2020 was $29 million including penalties and interest. The
Company appealed the infraction notice on October 23, 2020. The Company believes, based on management’s assessment and the advice of external legal
counsel, that it has meritorious arguments in connection with the infraction notice and any liability for the infraction notice is currently not probable.
Accordingly, no accrual is required at this time.
On November 13, 2020, certain of the Debtors (the “Plaintiffs”) filed a complaint in the Bankruptcy Court against the indenture trustee (the
“Indenture Trustee”) of the 5.125% senior notes due 2026 (the “Senior Notes”) seeking declaratory judgment on two claims for relief that the Debtors do
not owe, and the holders of the Senior Notes (the “Noteholders”) are not entitled to, any make-whole premium under the Indenture (the “Make-Whole” and
such litigation, the “Make-Whole Litigation”). Certain Noteholders have contended in these Chapter 11 Cases that the Noteholders are entitled to payment
of the Make-Whole under the terms of the Indenture, which provide for the payment of the Make-Whole if the Debtors exercise their right to redeem the
Senior Notes prior to maturity, as a result of the Debtors’ commencement of their Chapter 11 Cases. The Plaintiffs believe that the Noteholders are not
entitled to any Make-Whole because the Debtors have not exercised their right of redemption as contemplated by the Indenture and, in the alternative, the
Make-Whole should be disallowed as unmatured interest pursuant to Section 502(b)(2) of the Bankruptcy Code. On January 8, 2021, the Indenture Trustee
filed an answer to the Debtors’ complaint. Pursuant to the PSA, the Debtors have agreed to suspend all litigation activities related to and stay the Make-
Whole Litigation through Emergence (the “Effective Date”) and to dismiss with prejudice such proceedings upon Emergence.
For additional information regarding our legal proceedings, see Note 23, Commitments and Contingencies of the Notes to the Consolidated and
Combined Financial Statements.
We are involved in various other lawsuits, claims and proceedings incident to the operation of our businesses, including those pertaining to product
liability, product safety, environmental, safety and health, intellectual property, employment, commercial and contractual matters and various other matters.
Although the outcome of any such lawsuit, claim or proceeding cannot be predicted with certainty and some may be disposed of unfavorably to us, we do
not currently believe that such lawsuits, claims or proceedings will have a material adverse effect on our financial position, results of operations or cash
flows. We accrue for potential liabilities in a manner consistent with accounting principles generally accepted in the United States. Accordingly, we accrue
for a liability when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable.
Item 4. Mine Safety Disclosures
Not Applicable.
46
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
On October 1, 2018, we became an independent publicly-traded company through a pro rata distribution by Honeywell of 100% of the outstanding
shares of us to Honeywell's stockholders (the “Spin-Off”). Each Honeywell stockholder of record received one share of our common stock for every 10
shares of Honeywell common stock held on the record date. Approximately 74 million shares of our common stock were distributed on October 1, 2018 to
Honeywell stockholders. In connection with the separation, our common stock began trading "regular-way" under the ticker symbol "GTX" on the New
York Stock Exchange on October 1, 2018. On September 20, 2020, the Company was notified by the New York Stock Exchange (the “NYSE”) that, as a
result of the Chapter 11 Cases, and in accordance with Section 802.01D of the NYSE Listed Company Manual, the NYSE had commenced proceedings to
delist the Company’s common stock from the NYSE. The NYSE indefinitely suspended trading of the Company’s common stock on September 21, 2020.
The Company determined not to appeal the NYSE’s determination. On October 8, 2020, the NYSE filed a Form 25 to initiate the delisting of the common
stock of the Company, and the delisting became effective at the opening of business on October 19, 2020. Trading of the Company’s common stock now
occurs on the OTC Pink Market under the symbol “GTXMQ.” Any over-the-counter market quotations of the Company’s common stock reflect inter-
dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Holders of Record
As of February 4, 2021, there were 36,208 stockholders of record of our common stock.
Dividend Policy
We are unable to pay dividends during the pendency of the Chapter 11 Cases. We do not anticipate paying any cash dividends in the foreseeable
future.
Stock Performance Graph
The following graph and table illustrate the total return from October 1, 2018 through December 31, 2020, for (i) our common stock, (ii) the
Standard and Poor’s (“S&P”) Small Cap 600 Index, (iii) the average stock performance of a group consisting of the peer companies disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Peer Group”), consisting of BorgWarner Inc., Allison Transmission Holdings,
Inc., and Delphi Technologies Plc, and (iv) the average stock performance of a group consisting of the Company’s peer companies for the year ended
December 31, 2020 (“2020 Peer Group”), consisting of Adient plc, Allison Transmission Holdings, Inc., American Axle & Manufacturing Holdings, Inc.,
Aptiv PLC, Autoliv Inc., BorgWarner Inc., Dana Incorporated, Gentex Corporation, Lear Corporation, Magna International Inc. Tenneco Inc., Visteon
Corporation and Veoneer, Inc. In 2020, the Company expanded its peer group following consolidation among the 2019 Peer Group. Delphi Technologies
plc (“Delphi”) was previously included in the Company’s 2019 Peer Group and was acquired by BorgWarner Inc. during the year ended December 31,
2020. Accordingly, Delphi has been included in the 2019 Peer Group only through the date it was acquired. The Company will cease presenting the 2019
Peer Group in future years.
The 2020 Peer Group is used routinely by management for benchmarking purposes. The graph and the table assume that $100 was invested on
October 1, 2018 in each of our common stock, the S&P Small Cap 600 Index, the common stock of the 2019 Peer Group and the 2020 Peer Group, and that
any dividends were reinvested. The comparisons reflected in the graph and table are not intended to forecast the future performance of our common stock
and may not be indicative of our future performance.
Indexed Price Performance
47
Global Markets Intelligence Group
Recent Sales of Unregistered Securities
None
Issuer Purchases of Equity Securities
There were no purchases of equity securities by the issuer or affiliated purchasers during the quarter ended December 31, 2020.
48
Item 6. Selected Financial Data
Selected Historical Consolidated and Combined Financial Data
The following tables present certain selected historical consolidated and combined financial information as of and for each of the years in the five-
year period ended December 31, 2020. Prior to the Spin-Off on October 1, 2018, our historical financial statements were prepared on a stand-alone
combined basis and were derived from the consolidated financial statements and accounting records of Honeywell. Accordingly, for periods prior to
October 1, 2018, our financial statements are presented on a combined basis and for the periods subsequent to October 1, 2018 are presented on a
consolidated basis (collectively, the historical financial statements for all periods presented are referred to as “Consolidated and Combined Financial
Statements”). The selected historical consolidated and combined financial data as of December 31, 2020 and 2019 and for the years ended December 31,
2020, 2019, and 2018 are derived from the historical audited Consolidated and Combined Financial Statements as included in this Form 10-K. The
selected historical combined financial data as of December 31, 2018, 2017 and 2016 and for the years ended December 31, 2017 and 2016 are derived from
historical audited combined financial statements not included in this Annual Report on Form 10-K.
The selected historical consolidated and combined financial data presented below should be read in conjunction with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our historical Consolidated and Combined Financial Statements and the accompanying Notes
thereto included elsewhere in this Annual Report on Form 10-K. For each of the periods presented prior to the Spin-Off, our business was wholly owned by
Honeywell. The financial information included for these periods may not necessarily reflect our financial position, results of operations and cash flows in the
future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly traded company during such
periods. In addition, our historical consolidated and combined financial information does not reflect changes that we have experienced or expect to continue to
experience in the future as a result of our separation from Honeywell, including changes in the financing, operations, cost structure and personnel needs of our
business.
Further, the historical consolidated and combined financial information includes allocations of certain Honeywell corporate expenses, as described in
Note 27 Related Party Transactions with Honeywell in our Consolidated and Combined Financial Statements. We believe the assumptions and methodologies
underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that we would have
incurred if we had operated as an independent, publicly traded company or of the costs expected to be incurred in the future.
2020
2019
Year Ended December 31,
2018
(Dollars in millions except per share amounts)
2017
2016
Selected Statement of Operations
Information:
Net sales
Net income (loss)
Earnings per common share (3)
Basic:
Diluted:
Weighted average common shares (3)
Basic:
Diluted:
Selected Balance Sheet Information:
Total assets
Long-term debt
Total liabilities
Total deficit
$
$
$
$
3,034
80
$
$
3,248
313
$
$
3,375
$
1,206 (1) $
3,096
$
(983) (2) $
2,997
199
1.06
1.05
$
$
4.20
4.12
$
$
16.28
16.21
$
$
(13.27)
(13.27)
$
$
2.69
2.69
75,543,461
76,100,509
74,602,868
75,934,373
74,059,240
74,402,148
74,070,852
74,070,852
74,070,852
74,070,852
2020
2019
As of December 31,
2018
(Dollars in millions)
2017
2016
$
$
$
$
3,017
1,082
5,325
(2,308)
$
$
$
$
2,275
1,409
4,408
(2,133)
$
$
$
$
2,124
1,569
4,641
(2,517)
$
$
$
$
2,997
—
5,192
(2,195)
$
$
$
$
2,661
—
3,882
(1,221)
49
(1)
(2)
(3)
2018 Net income was impacted by an internal restructuring of Garrett’s business resulting in a tax benefit of $907 million.
2017 Net income was impacted by the U.S. Tax Cuts and Jobs Act (the “Tax Act”) resulting in a tax expense of $1,335 million.
On October 1, 2018, the date of consummation of the Spin-Off, 74,070,852 shares of the Company’s common stock were distributed to Honeywell
stockholders of record as of September 18, 2018. Basic and Diluted EPS for all periods prior to the Spin-Off reflect the number of distributed
shares, or 74,070,852 shares. These shares were treated as issued and outstanding from January 1, 2016 for purposes of calculating historical
earnings per share.
Non-GAAP Measures
It is management’s intent to provide non-GAAP financial information to supplement the understanding of our business operations and performance,
and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP
financial measure is presented along with the most directly comparable GAAP measure so as not to imply that more emphasis should be placed on the non-
GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be
comparable to other similarly titled measures used by other companies. Additionally, the non-GAAP financial measures have limitations as analytical tools
and should not be considered in isolation or as a substitute for analysis of the Company’s operating results as reported under GAAP.
EBITDA and Adjusted EBITDA(1)
Net income — GAAP
Net interest expense (income)
Tax expense (benefit)
Depreciation
EBITDA (Non-GAAP)
Other expense, net (which consists of indemnification, asbestos and environmental
expenses)(2)
Non-operating (income) expense(3)
Reorganization items, net(4)
Stock compensation expense(5)
Repositioning charges(6)
Foreign exchange (gain) loss on debt, net
of related hedging (gain) loss
Spin-off costs(7)
Professional service costs(8)
Capital Tax expense (9)
Adjusted EBITDA (Non-GAAP)
$
$
$
2020
Year Ended December 31,
2019
(Dollars in millions)
2018
80 $
76
39
86
281 $
45
5
73
10
10
(38)
-
52
2
440 $
313 $
61
33
73
480 $
40
8
-
18
2
7
28
-
-
583 $
1,206
12
(810)
72
480
120
(2)
-
21
2
(7)
6
-
-
620
(1)
We evaluate performance on the basis of EBITDA and Adjusted EBITDA. We define “EBITDA” as our net income (loss) calculated in accordance
with U.S. GAAP, plus the sum of net interest expense (income), tax expense (benefit) and depreciation. We define “Adjusted EBITDA” as
EBITDA, plus the sum of non-operating (income) expense, other expenses, net (which consists of indemnification, asbestos and environmental
expenses), stock compensation expense, reorganization items, net, repositioning charges, foreign exchange gain (loss) on debt, net of related
hedging (gain) loss, Spin-Off costs, professional services costs and Capital Tax expense. We believe that EBITDA and Adjusted EBITDA are
important indicators of operating performance and provide useful information for investors because:
50
•
•
EBITDA and Adjusted EBITDA exclude the effects of income taxes, as well as the effects of financing and investing activities by
eliminating the effects of interest and depreciation expenses and therefore more closely measure our operational performance; and
certain adjustment items, while periodically affecting our results, may vary significantly from period to period and have disproportionate
effect in a given period, which affects comparability of our results.
In addition, our management may use Adjusted EBITDA in setting performance incentive targets in order to align performance measurement with
operational performance.
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
The accounting for the majority of our asbestos-related liability payments and accounts payable reflect the terms of the Honeywell Indemnity
Agreement with Honeywell entered into on September 12, 2018, under which Garrett ASASCO is currently required to make payments to
Honeywell in amounts equal to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the Bendix
business in the United States, as well as certain environmental-related liability payments and accounts payable and non-United States asbestos-
related liability payments and accounts payable, in each case related to legacy elements of the Business, including the legal costs of defending and
resolving such liabilities, less 90% of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such
liabilities. The Plan (as defined below), if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell providing for,
among other things, the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Honeywell Indemnity
Agreement, that certain Indemnification Guarantee Agreement, dated as of September 27, 2018 (as amended, restated, amended and restated,
supplemented, or otherwise modified from time to time), by and among Honeywell ASASCO 2 Inc. as payee, Garrett ASASCO as payor, and
certain subsidiary guarantors as defined therein (the “Guarantee Agreement,” and together with the Honeywell Indemnity Agreement, the
“Indemnity Agreements”) and the Tax Matters Agreement. See Note 23, Commitments and Contingencies of Notes to the Consolidated and
Combined Financial Statements.
Non-operating (income) expense adjustment includes the non-service component of pension expense and other expense, net and excludes interest
income, equity income of affiliates, and the impact of foreign exchange.
The Company has applied ASC 852 in preparing its Consolidated and Combined Financial Statements. ASC 852 requires the financial statements
for periods subsequent to the Petition Date to distinguish transactions and events that are directly associated with the Company's reorganization
from the ongoing operations of the business. Accordingly, certain expenses and gains incurred during the Chapter 11 Cases are recorded within
Reorganization items, net in the Consolidated and Combined Statements of Operations. See Note 2, Reorganization and Chapter 11 Proceedings of
Notes to the Consolidated and Combined Financial Statements.
Stock compensation expense adjustment includes only non-cash expenses.
Repositioning charges adjustment primarily includes severance costs related to restructuring projects to improve future productivity.
Spin-Off costs primarily include costs incurred for the set-up of the IT, Legal, Finance, Communications and Human Resources functions after the
Spin-Off from Honeywell on October 1, 2018.
Professional service costs consist of professional service fees related to strategic planning for the Company in the period before the decision to file
for relief under Chapter 11 of the Bankruptcy Code in September 2020. We consider these costs to be unrelated to our ongoing core business
operations.
The canton of Vaud, Switzerland generally provides for crediting the cantonal corporate income tax against capital tax. There was no income tax
payable for the year ended December 31, 2020 and therefore the 2020 capital tax due of $2 million was recorded in Selling, General, and
Administrative expenses.
Adjusted EBITDA (Non-GAAP) decreased by $143 million in 2020 compared to 2019. The decrease was primarily due to unfavorable impacts of
volume ($94 million), selling, general and administrative expenses ($28 million), productivity, net of mix ($26 million), inflation ($13 million) and price
($18 million), partially offset by the favorable impact of lower research and development expenses ($18 million) and foreign exchange rates including the
prior year’s hedge losses ($18 million).
51
Cash flow from operations less Expenditures for property, plant and equipment(1)
Net cash (used for) provided by operating activities —
GAAP
Expenditures for property, plant and equipment
Cash flow from operations less Expenditures for
property, plant and equipment (Non-GAAP)
2020
Year Ended December 31,
2019
(Dollars in millions)
2018
25
(80)
242
(102)
$
(55) $
140 $
373
(95)
278
(1)
Cash flow from operations less Expenditures for property, plant and equipment is a non-GAAP financial measure that reflects an additional way of
viewing our liquidity that, when viewed with our GAAP results, provides a supplemental understanding of factors and trends affecting our cash
flows. Cash flow from operations less Expenditures for property, plant and equipment is calculated by subtracting Expenditures for property, plant
and equipment from Net cash provided by (used for) operating activities. We believe it is a more conservative measure of cash flow, and therefore
useful to investors, because purchases of fixed assets are necessary for ongoing operations. We believe it is important to view Cash flow from
operations less Expenditures for property, plant and equipment as a supplement to our Consolidated and Combined Statements of Cash Flows.
Cash flow from operations less Expenditures for property, plant and equipment (non-GAAP) decreased by $195 million in 2020 versus 2019,
primarily due to a decrease in net income, net of deferred taxes of $226 million and unfavorable impact from working capital of $194 million,
partially offset by a decrease in Obligations to Honeywell of $149 million and an increase of $54 million in other items (mainly accrued liabilities).
Additionally, Expenditures for property, plant and equipment expenses decreased by $22 million.
52
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations, which we refer to as our “MD&A,” should be read in
conjunction with our Consolidated and Combined Financial Statements and related notes thereto and other financial information appearing elsewhere in
this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form
10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and
uncertainties. As a result of many important factors, including those set forth in the "Risk Factors" section of this Annual Report on Form 10-K, our actual
results could differ materially from the results described in, or implied, by these forward-looking statements.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help you understand the
results of operations and financial condition of Garrett Motion Inc. for the years ended December 31, 2020, 2019 and 2018. Unless the context otherwise
requires, references to “Garrett,” “we,” “us,” “our,” and “the Company” refer to (i) Honeywell’s Transportation Systems Business (the “Transportation
Systems Business” or the “Business”) prior to our spin-off from Honeywell International Inc. (the “Spin-Off”) and (ii) Garrett Motion Inc. and its
subsidiaries following the Spin-Off, as applicable. References to the “Debtors” refer to the Company and certain of its subsidiaries that each filed a
voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the
Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the
caption “In re: Garrett Motion Inc., 20-12212.”
Overview and Business Trends
Garrett designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original
equipment manufacturers (“OEMs”) and the global vehicle independent aftermarket as well as automotive software solutions. These OEMs in turn ship to
consumers globally. We are a global technology leader with significant expertise in delivering products across gasoline, diesel, natural gas and electric
(hybrid and fuel cell) powertrains. These products are key enablers for fuel economy and emission standards compliance.
Market penetration of vehicles with a turbocharger is expected to increase from approximately 53% in 2020 to approximately 56% by 2025,
according to IHS Markit (“IHS”), which we believe will allow the turbocharger market to grow at a faster rate than overall automobile production. We
expect that the powertrain mix evolution trends will remain mostly unchanged, which should support the turbocharger industry in the short to medium term.
In particular, the reduction of battery electric vehicle (“BEV”) incentives in China from June 2019 and the change in new energy vehicles (“NEV”) credit
policy in November 2019, led to a drop in BEV penetration in China between July 2019 and June 2020. Renewed sales incentives, especially in Tier 2 and
Tier 3 cities, as well as non-financial incentives such as more generous license-plate quotas for major metropolitan areas, bolstered Chinese BEV
penetration in the second half of 2020. In Europe, the COVID-19 stimulus packages are mostly directed to electric vehicles, but we do not expect a material
adverse impact on the turbocharger market in the short term, as selling price, charging time, charging infrastructure availability and profitability issues for
OEMs remain challenged to adoption. However, in the long term, a revision of CO2 reduction targets by 2030 proposed by the E.U. could drive an increase
of BEV penetration in Europe beyond currently forecasted levels. The turbocharger market volume growth is expected to be particularly strong in China
and other high-growth regions in the same period.
In the short to medium term, we believe that turbo penetration will grow as turbos remain one of the most cost- efficient levers to improve the fuel
efficiency of conventional Gasoline and Diesel vehicles as well as hybrid and fuel- cell vehicles.
Growth in the turbo market is expected in all regions, with special mention for high-growth regions in Asia where rising income levels continue to
drive long-term automotive and vehicle content demand. While these positive factors do not isolate the turbo industry from fluctuations in global vehicle
production volumes, such factors may mitigate the negative impact of macroeconomic cycles, or the negative impact of a shift from light vehicle Diesel to
light vehicle Gasoline engines.
53
In addition, specific to Garrett’s reorganization and Chapter 11 Cases (as defined below), financial situation and high debt leverage, we have seen
an increase in potential risk developing with some OEMs questioning whether to award (or award less) new business to Garrett in the next few years,
which has impacted our long term revenue expectations. In the shorter term, financial stability concerns could also drive some OEMs to consider dual
sourcing some of the high volume engine platforms, already awarded to Garrett, in order to balance perceived supply risk and possibly shift volumes to the
second source supplier.
For additional information regarding trends facing our industry, our reorganization and Chapter 11 Cases as well as the impact of the COVID-19
pandemic on our business, see Part I, Item 1, “Business” under the headings “Our Industry”, “Reorganization and Chapter 11 Proceedings” and “Impact of
the COVID-19 Pandemic”, respectively.
Basis of Presentation
Prior to the Spin-Off on October 1, 2018, our historical financial statements were prepared on a stand–alone basis and derived from the
consolidated financial statements and accounting records of Honeywell. Accordingly, for periods prior to October 1, 2018, our financial statements are
presented on a combined basis and for the periods subsequent to October 1, 2018 are presented on a consolidated basis (collectively, the historical financial
statements for all periods presented are referred to as “Consolidated and Combined Financial Statements”). The Consolidated and Combined Financial
Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Liabilities under the Honeywell Indemnity Agreement
The accounting for the majority of our asbestos-related liability payments and accounts payable reflect the terms of the indemnification and
reimbursement agreement with Honeywell (as amended, the “Honeywell Indemnity Agreement”), under which Garrett ASASCO is required to make
payments to Honeywell in amounts equal to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the Bendix
business in the United States, as well as certain environmental-related liability payments and accounts payable and non-United States asbestos-related
liability payments and accounts payable, in each case related to legacy elements of the Business, including the legal costs of defending and resolving such
liabilities, less 90% of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. The
Honeywell Indemnity Agreement provides that the agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the third
consecutive year during which certain amounts owed to Honeywell during each such year were less than $25 million as converted into Euros in accordance
with the terms of the agreement. During the first quarter of 2020, Garrett ASASCO paid Honeywell the Euro-equivalent of $35 million in connection with
the Honeywell Indemnity Agreement. Honeywell and Garrett agreed to defer the payment from Garrett ASASCO under the Honeywell Indemnity
Agreement due May 1, 2020 to December 31, 2020 (the “Q2 Payment”), however we do not expect Garrett ASASCO to make payments to Honeywell
under the Honeywell Indemnity Agreement during the pendency of the Chapter 11 Cases. The Plan (as defined below), if confirmed by the Bankruptcy
Court, will include a global settlement with Honeywell providing for, among other things, the full and final satisfaction, settlement, release, and discharge
of all liabilities under or related to the Honeywell Indemnity Agreement, that certain Indemnification Guarantee Agreement, dated as of September 27,
2018 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), by and among Honeywell ASASCO 2 Inc. as
payee, Garrett ASASCO as payor, and certain subsidiary guarantors as defined therein (the “Guarantee Agreement,” and together with the Honeywell
Indemnity Agreement, the “Indemnity Agreements”) and the Tax Matters Agreement.
On December 2, 2019, the Company and Garrett ASASCO, filed a Summons with Notice in the Commercial Division of the Supreme Court of the
State of New York, County of New York (the “NY Supreme Court”) commencing an action (the “Action”) against Honeywell, certain of Honeywell’s
subsidiaries and certain of Honeywell’s employees for declaratory judgment, breach of contract, breach of fiduciary duties, aiding and abetting breach of
fiduciary duties, corporate waste, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. On January 15, 2020, the Company
and Garrett ASASCO, filed a Complaint in the NY Supreme Court in connection with the Action. The lawsuit arises from the Honeywell Indemnity
Agreement. The Company is seeking declaratory relief; compensatory damages in an amount to be determined at trial; rescission of the Honeywell
Indemnity Agreement; attorneys’ fees and costs and such other and further relief as the Court may deem just and proper. There can be no assurance as to
the time and resources that will be required to pursue these claims or the ultimate outcome of the lawsuit. Among other claims, Garrett asserts that
Honeywell is not entitled to indemnification because it improperly seeks indemnification for amounts attributable to punitive damages and intentional
misconduct, and because it has failed to establish other prerequisites for indemnification under New York law. Specifically, the claim asserts that
54
Honeywell has failed to establish its right to indemnity for each and every asbestos settlement of the thousands for which it seeks indemnification. The
Action seeks to establish that the Honeywell Indemnity Agreement is not enforceable, in whole or in part. On March 5, 2020, Honeywell filed a “Notice of
Motion to Dismiss Garrett’s Complaint”. On September 20, 2020, Garrett and certain of its subsidiaries each filed a voluntary petition for relief under
chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York. On September 23, 2020,
Garrett removed the Action to the United States District Court for the Southern District of New York, and on September 24, 2020, the Action was referred
to the Bankruptcy Court, where the case is currently pending. The defendants’ motion to dismiss the Action is pending.
On December 18, 2020, Honeywell filed proofs of claim in the Chapter 11 Cases, asserting that the Company owes at least $1.9 billion in respect of
such claims. The Bankruptcy Court was scheduled to estimate the amount of Honeywell’s claims in a estimation proceeding that was scheduled to
commence on February 1, 2021. As noted below, the estimation proceeding has been stayed by order of the Bankruptcy Court.
On January 11, 2021, the Company announced that it had agreed to settle Honeywell’s claims as part of the Plan. The Plan is subject to various
conditions, including approval by the Bankruptcy Court.
Under the settlement embodied in the Plan, Honeywell would receive a $375 million payment and Series B Preferred Stock payable in installments
of $35 million in 2022, and $100 million annually 2023-2030. The Company would have the option to prepay the Series B Preferred Stock in full at any
time at a call price equivalent to $584 million as of the Emergence (representing the present value of the installments at a 7.25% discount rate). The
Company will also have the option to make a partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time
within 18 months of Emergence.
On January 15, 2021, the Bankruptcy Court ordered that the Action and the estimation proceeding both be stayed pending the Bankruptcy Court’s
consideration of the Plan. The confirmation hearing for the Plan is currently scheduled to take place in April 2021, however, the hearing may be
rescheduled for a later date.
Results of Operations for the Years Ended December 31, 2020, 2019 and 2018
Net Sales
2020
Net sales
% change compared with prior period
$
The change in net sales compared to prior year period is attributable to the following:
Volume
Price
Foreign Currency Translation
2020 compared with 2019
2019
(Dollars in millions)
$
3,248
(6.6)%
$
(3.8)%
3,034
2018
3,375
9.0%
2020
2019
(7.3)%
(0.6)%
1.3%
(6.6)%
1.3%
(1.1)%
(4.0)%
(3.8)%
Our net sales for 2020 were $3,034 million, a decrease of $214 million or 6.6% (despite a positive impact of 1.3% due to foreign currency
translation), from $3,248 million in 2019. The decrease in sales was primarily driven by light vehicles OEM products decline of $78 million, commercial
vehicles OEM products decline of $75 million, aftermarket products decline of $47 million and other products decline of $14 million.
Our light vehicles OEM product decline was primarily driven by lower diesel volumes in Europe and Asia and lower gasoline volumes in Europe,
partially offset by increased gasoline volumes in China as a result of increased turbocharger penetration in gasoline engines and new product launches. The
decrease in net sales for commercial vehicles OEM products was mainly driven by lower volumes in Europe and North America. The decrease in
55
aftermarket product sales was primarily driven by volume decreases in Europe and North America. The decrease in other net sales was primarily driven by
a decrease in prototype volumes.
Due to the COVID-19 pandemic, our manufacturing facility in Wuhan, China, was shut down for six weeks in February and March 2020 and we
saw diminished production in our Shanghai, China facility for the same time period, which were the primary drivers of the decrease in sales in the Asia
region during the three months ended March 31, 2020. Since our facilities in China re-opened in the middle of March, the production of those facilities in
China has recovered significantly with an increase in net sales of 32% during the remainder of 2020 compared to the same period in 2019.
Our manufacturing facilities in Mexicali, Mexico and Pune, India were shut down for five weeks in April and May 2020 and we saw diminished
production in our European manufacturing facilities for that same time period, which were the primary drivers of the decrease in sales in the Europe and
North America regions during 2020.
2019 compared with 2018
Our net sales for 2019 were $3,248 million, a decrease of $127 million or 3.8% (including a negative impact of 4.0% due to foreign currency
translation), from $3,375 million in 2018. The decrease in sales was primarily driven by light vehicles OEM products decline of $57 million, commercial
vehicles OEM products decline of $39 million, aftermarket products decline of $20 million and other products decline of $10 million.
Our light vehicles OEM product decline was primarily driven by lower diesel volumes in Europe and Asia, partially offset by higher gasoline
volumes as a result of increased turbocharger penetration in gasoline engines and new product launches. The decrease in net sales for commercial vehicles
OEM products is mainly driven by lower volumes in Europe and North America. The decrease in aftermarket product sales was primarily driven by a
volume decrease in Europe.
Cost of Goods Sold
2020
Cost of goods sold
% change compared with prior period
Gross Profit percentage
$
2020 compared with 2019
2,478
2019
(Dollars in millions)
2,537
$
(2.3)%
18.3%
$
(2.4)%
21.9%
2018
2,599
10.1%
23.0%
Cost of goods sold for 2020 was $2,478 million, a decrease of $59 million or 2.3% from $2,537 million in 2019. The decrease was primarily due to
a decrease in direct material costs and labor costs, driven by decreased volumes.
Gross profit percentage decreased by 3.6 percentage points primarily due to unfavorable impacts from mix and price (2.4 percentage
points), unfavorable impacts from inflation (0.5 percentage points), unfavorable impact from repositioning costs (0.3 percentage points), and other factors
(2.2 percentage points), including higher costs from premium freight and higher one time fixed costs, partially offset by favorable impact of productivity
including lower volume leverage (1.5 percentage points) and the favorable impacts from foreign and exchange rates (0.3 percentage points).
2019 compared with 2018
Cost of goods sold for 2019 was $2,537 million, a decrease of $62 million or 2.4% from $2,599 million in 2018. The decrease was primarily due to
a decrease in direct material costs and labor costs of $113 million primarily due to changes in foreign exchange rates and increases in productivity of $98
million, partially offset by unfavorable impacts from volume and mix of $141 million and other impacts of $8 million.
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Gross profit percentage decreased by 1.1 percentage points primarily due to unfavorable impacts from mix (2.8 percentage points), price (0.9
percentage points) and the unfavorable impacts from inflation (0.7 percentage points), partially offset by the favorable impact of productivity (3.1
percentage points) and the favorable impact of foreign exchange rates (0.2 percentage points).
Selling, General and Administrative Expenses
Selling, general and administrative expense
% of sales
2020 compared with 2019
$
2020
2019
(Dollars in millions)
$
249
$
277
7.7%
9.1%
2018
249
7.4%
Selling, general and administrative expenses increased in 2020 compared to 2019 by $28 million, mainly due to an increase of $52 million of
professional service fees, primarily related to the strategic planning activities before the decision to file for relief under chapter 11 of the Bankruptcy Code
in September 2020, $4 million of bad debt related to customer bankruptcy and $3 million pension costs increase, partially offset by $31 million of cost
saving actions implemented to ease the impact of COVID-19 on our financial performance, including merit freezes, state funded lay-offs, unpaid leaves and
reductions in travel expenses and professional services, as well as one-time Spin-off costs incurred in the prior year period.
2019 compared with 2018
Selling, general and administrative expenses were flat for 2019 compared to 2018 leading to an increase in expenses as a percentage of sales.
Other Expense, Net
Other expense, net
% of sales
2020 compared with 2019
$
2020
2019
(Dollars in millions)
$
40
$
46
1.2%
1.5%
2018
120
3.6%
Other expense, net increased in 2020 compared to 2019 by $6 million. The increase was attributable to a $12 million increase in legal fees incurred
in connection with the Honeywell Indemnity Agreement, partially offset by a $8 million decrease in litigation-related expenses in connection with the
pending litigation against Honeywell.
2019 compared with 2018
Other expense, net decreased in 2019 by $80 million compared to 2018. For 2019, Other expense, net of $40 million primarily reflects $28 million
of legal fees incurred in connection with the Honeywell Indemnity Agreement, $11 million of legal fees in connection with the pending litigation against
Honeywell, and $1 million in factoring and notes receivables discount fees. For 2018, Other expense, net of $120 million was primarily driven by asbestos-
related charges, net of probable insurance recoveries of $131 million.
Interest Expense
Interest Expense
2020
2019
(Dollars in millions)
2018
$
79 $
68 $
19
57
2020 compared with 2019
Interest expense increased in 2020 compared to 2019 by $11 million, mainly due to $16 million of higher outstanding Revolving Credit Facility
drawings, additional fees associated with the amendment of our Credit Agreement, higher interest margins, post-petition Banks’ cancellations of cross-
currency interest rate swaps and supplementary DIP financing, partially offset by $5 million of lower interest expense on our Term Loans due to voluntary
prepayments in 2019.
2019 compared with 2018
Interest expense in 2019, was $68 million, an increase of $49 million from $19 million in 2018. The increase was primarily driven by interest
expense related to our long-term debt. Prior to the Spin-Off, interest expense was primarily related to related party notes from cash pool arrangements with
our Former Parent which were settled in cash prior to the Spin-Off.
Non-operating (income) expense
Non-operating (income) expense
2020 compared with 2019
2020
2019
(Dollars in millions)
2018
$
(38) $
8 $
(8)
Non-operating (income) expense in 2020 increased to income of $38 million from an expense of $8 million in 2019, primarily due to a significant
unhedged exposure driven by the termination of all derivatives and closing of the credit lines, as a consequence of Chapter 11 filing.
2019 compared with 2018
Non-operating expense (income) in 2019 decreased to an expense of $8 million from an income of ($8) million in the prior year period, primarily
driven by $6 million of marked to market pension costs and other non-service components of pension costs, $7 million of foreign exchange costs, net of
hedging and a $4 million decrease in interest income from bank accounts and marketable securities.
Reorganization items, net
Reorganization items, net
2020 compared with 2019
2020
2019
(Dollars in millions)
2018
$
73 $
— $
—
Reorganization items, net for 2020 were $73 million, representing professional service fees related to Chapter 11 of $55 million, DIP Credit
Agreement financing fees of $13 million and the write-off of the unamortized deferred high yield debt issuance cost of $6 million. There were no
Reorganization items, net for the years ended December 31, 2019, and December 31, 2018, since these are new items related to the Chapter 11 Cases.
Tax Expense (Benefit)
Tax expense (benefit)
Effective tax rate
$
2020
2019
(Dollars in millions)
33
39
$
$
9.5%
32.8%
2018
(810)
(204.5)%
58
2020 compared with 2019
The effective tax rate increased by 23.3 percentage points in 2020 compared to 2019. The increase was primarily attributable to the absence of tax
benefits related to the remeasurement of deferred tax assets and liabilities for tax law changes enacted during 2019, higher tax expense because of
nondeductible costs incurred in connection with the Chapter 11 Cases, the resolution of tax audits and an increase in losses for jurisdictions where we don’t
expect to generate future tax benefits from such losses. The increase in the effective tax rate was also impacted by overall lower earnings compared to
2019 because of the adverse impacts of COVID-19, partially offset by tax benefits from lower withholding taxes on non-US earnings.
2019 compared with 2018
The effective tax rate increased by 214.0 percentage points in 2019 compared to 2018. The increase was primarily attributable to the absence of
approximately $910 million of non-recurring tax benefits in 2018 because of a reduction in withholding taxes incurred as part of an internal restructuring of
Garrett’s business in advance of the Spin-Off. The increase was partially offset by approximately $60 million of tax benefits related to the remeasurement
of deferred tax assets and liabilities for tax law changes enacted during 2019, primarily in Switzerland.
Net Income (loss)
Net Income (loss)
2020 compared with 2019
2020
2019
(Dollars in millions)
2018
$
80 $
313 $
1,206
As a result of the factors described above, net income was $80 million in 2020 as compared to net income of $313 million in 2019.
2019 compared with 2018
As a result of the factors described above, net income was $313 million in 2019 as compared to net income of $1,206 million in 2018. Net income
for 2018 includes an $879 million tax benefit from reduced withholding taxes on undistributed earnings and no interest expense related to our long-term
debt raised at the time of the Spin-Off.
Liquidity and Capital Resources
As described above, the commencement of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations, as
applicable, under the Prepetition Credit Agreement (as defined below) and the Company’s 5.125% senior notes due 2026 (the “Senior Notes”). The
Prepetition Credit Agreement and Senior Notes provide that as a result of the commencement of the Chapter 11 Cases, the principal, interest and all other
amounts due thereunder shall be immediately due and payable. Any efforts to enforce the payment obligations under the Prepetition Credit Agreement and
Senior Notes are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Prepetition Credit
Agreement and Senior Notes are subject to the applicable provisions of the Bankruptcy Code.
We expect that our cash requirements in 2021 will primarily be to fund operating activities, working capital, Chapter 11 case related costs and
capital expenditures. We have historically funded our cash requirements, which included requirements to meet our obligations under our debt instruments
and the Honeywell Indemnity Agreement described below, as well as the tax matters agreement with Honeywell (the “Tax Matters Agreement”), through
the combination of cash flows from operating activities, available cash balances and available borrowings through our debt agreements. During the Chapter
11 Cases, our principal sources of liquidity are expected to be limited to cash flow from operations, cash on hand and borrowings under the DIP Credit
Agreement (as defined below). Based on our current expectations, we believe these principal sources of liquidity during the Chapter 11 Cases will be
sufficient to fund our operations during the pendency of the Chapter 11 Cases. Under the terms of the Transaction contemplated by the PSA and the Plan,
the CO Group obtained a commitment from certain financial institutions to provide us with new credit facilities upon Emergence, and, if the Transaction,
PSA and Plan are approved by the Bankruptcy Court, we expect to enter into definitive documentation for such credit facilities in connection with
Emergence.
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Going Concern
Our ability to continue as a going concern is contingent upon the Company’s ability to successfully implement a plan of reorganization in the
Chapter 11 Cases, among other factors. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to
uncertainty. While operating as debtors-in-possession under the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets or settle
liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those
reflected in our Consolidated and Combined Financial Statements. Further, any plan of reorganization in the Chapter 11 Cases could materially change the
amounts and classifications of assets and liabilities reported in the Consolidated and Combined Financial Statements. As a result of our financial condition,
uncertainty related to the impacts of COVID-19, and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that we will be
able to continue as a going concern.
Senior Credit Facilities
On September 27, 2018, we entered into a Credit Agreement by and among us, certain of our subsidiaries, the lenders and issuing banks party
thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Prepetition Credit Agreement”). The Prepetition Credit Agreement was amended on
June 12, 2020 (the “2020 Amendment”). The Prepetition Credit Agreement provides for senior secured financing of approximately the Euro equivalent of
$1,254 million, consisting of (i) a seven-year senior secured first-lien term B loan facility, which consists of a tranche denominated in Euro of €375 million
and a tranche denominated in U.S. Dollars of $425 million (the “Term B Facility”), (ii) a five-year senior secured first-lien term A loan facility in an
aggregate principal amount of €330 million (the “Term A Facility” and, together with the Term B Facility, the “Term Loan Facilities”) and (iii) a five-year
senior secured first-lien revolving credit facility in an aggregate principal amount of €430 million with revolving loans to the Swiss Borrower (as defined in
the Prepetition Credit Agreement), to be made available in a number of currencies including Australian Dollars, Euros, Pounds Sterling, Swiss Francs, U.S.
Dollars and Yen (the “Revolving Facility” and, together with the Term Loan Facilities, the “Senior Secured Credit Facilities”).
Following the commencement of the Chapter 11 Cases, the contractual non-default rate of interest applicable under the Senior Secured Credit
Facilities is either (a) in the case of dollar denominated loans, base rate determined by reference to the highest of (1) the rate of interest last quoted by The
Wall Street Journal as the “prime rate” in the United States, (2) the greater of the federal funds effective rate and the overnight bank funding rate, plus 0.5%
and (3) the one month adjusted LIBOR rate, plus 1% per annum (“ABR”), (b) in the case of loans denominated in certain permitted foreign currencies other
than dollars or euros, an adjusted LIBOR rate (“LIBOR”) (which shall not be less than zero), or (c) in the case of loans denominated in euros, an adjusted
EURIBOR rate (“EURIBOR”) (which shall not be less than zero), in each case, plus an applicable margin. Pursuant to the 2020 Amendment, (i) the margin
applicable to loans under the Term B Facility increased by 75 basis points through the maturity date and (ii) the margin applicable to loans under the
Revolving Facility and Term A Facility increased by 25 basis points until the Company delivers consolidated financial statements as of and for its first
fiscal quarter ending on or after the last day of the Relief Period (as defined in the 2020 Amendment). Pursuant to the 2020 Amendment, the margin
applicable to Revolving Credit Facility and Term Loan A Facility increased by a further 25 basis points on September 4, 2020 following a downgrade in
our corporate credit rating by S&P Global ratings.
60
The applicable margin for the U.S. Dollar tranche of the Term B Facility is currently 2.50% per annum (for ABR loans) while that for the euro
tranche of the Term B Facility is currently 3.75% per annum (for EURIBOR loans). The applicable margin for each of the Term A Facility and the
Revolving Facility varies based on our leverage ratio which is increased by 50 basis points (including above mentioned Ratings event step up) until the
Company delivers consolidated financial statements as of and for its first fiscal quarter ending on or after the last day of the Relief Period. Accordingly, the
interest rates for the Senior Secured Credit Facilities will fluctuate during the term of the Prepetition Credit Agreement based on changes in the ABR,
LIBOR, EURIBOR or future changes in our corporate rating or leverage ratio. The applicable margins for credit arrangements are summarized as follows:
Credit Arrangements:
Revolving Credit Facility LIBOR / EURIBOR
Revolving Credit Facility ABR
Term Loan A
Term Loan B EUR EURIBOR
Term Loan B USD LIBOR
Term Loan B USD ABR
Applicable margin per annum
Until end
of Relief
period
Thereafter
3.00%
2.00%
3.00%
3.75%
3.50%
2.50%
2.75%
1.75%
2.75%
3.75%
3.50%
2.50%
The commencement of the Chapter 11 Cases described above constituted an event of default that accelerated the Company’s obligations and
terminated undrawn commitments, as applicable, under the Prepetition Credit Agreement. The Prepetition Credit Agreement provides that as a result of the
commencement of the Chapter 11 Cases, the principal, interest and all other amounts due thereunder shall be immediately due and payable. Any efforts to
enforce the payment obligations under the Prepetition Credit Agreement are automatically stayed as a result of the Chapter 11 Cases, and the creditors’
rights of enforcement in respect of the Prepetition Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.
During the Chapter 11 Cases and pursuant to an order of the Bankruptcy Court, we make monthly payments of adequate protection at the
contractual non-default rate of interest on loans and certain other obligations under our Senior Secured Credit Facilities.
Senior Notes
On September 27, 2018, we completed the offering of €350 million (approximately $410 million based on exchange rates as of September 27,
2018) in aggregate principal amount of Senior Notes. The Senior Notes bear interest at a fixed annual interest rate of 5.125% and mature on October 15,
2026.
The Senior Notes were issued pursuant to an Indenture, dated September 27, 2018, which, among other things and subject to certain limitations and
exceptions, limits our ability and the ability of our restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain
disqualified equity interests and preferred shares, (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted
payments, (iii) make investments, (iv) consummate certain asset sales or transfers, (v) engage in certain transactions with affiliates, (vi) grant or assume
certain liens on assets to secure debt unless the notes are secured equally and ratably (vii) restrict dividends and other payments by certain of their
subsidiaries and (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of our or our restricted subsidiaries’ assets.
The commencement of the Chapter 11 Cases described above constituted an event of default that accelerated the Company’s obligations, as
applicable, under the Senior Notes. The Senior Notes provide that as a result of the commencement of the Chapter 11 Cases, the principal, interest and all
other amounts due thereunder shall be immediately due and payable. Any efforts to enforce the payment obligations under the Senior Notes are
automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Senior Notes are subject to the applicable
provisions of the Bankruptcy Code. For additional information regarding our Prepetition Credit Agreement, see Note 16, Long-term Debt and Credit
Agreements of the notes to the Consolidated and Combined Financial Statements.
61
DIP Credit Agreement
On October 6, 2020, the Bankruptcy Court entered an order granting interim approval of the Debtors’ entry into a Senior Secured Super-Priority
Debtor-in-Possession Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “DIP Credit Agreement”), with
the lenders party thereto (the “DIP Lenders”) and Citibank N.A. as administrative agent (the “DIP Agent”). On October 9, 2020 (the “Closing Date”), the
Company, the DIP Agent and the DIP Lenders entered into the DIP Credit Agreement. The DIP Credit Agreement provides for a senior secured, super-
priority term loan (the “DIP Term Loan Facility”) with a maximum principal amount of $200 million, $100 million of which was funded on the Closing
Date and $100 million of which was subsequently funded on October 26, 2020, following entry of the Bankruptcy Court’s final order approving the DIP
Term Loan Facility on October 23, 2020. The proceeds of the DIP Term Loan Facility are to be used by the Debtors to (a) pay certain costs, premiums, fees
and expenses related to the Chapter 11 Cases, (b) make payments pursuant to any interim or final order entered by the Bankruptcy Court pursuant to any
“first day” motions permitting the payment by the Debtors of any prepetition amounts then due and owing; (c) make certain adequate protection payments
in accordance with the DIP Credit Agreement and (d) fund working capital needs of the Debtors and their subsidiaries to the extent permitted by the DIP
Credit Agreement. On October 12, 2020, the Company, the DIP Agent and the DIP Lenders entered into the First Amendment to the DIP Credit Agreement
(the “First Amendment”). The First Amendment eliminates the obligation for the Company to pay certain fees to the DIP Lenders in connection with
certain prepayment events under the DIP Credit Agreement. For additional information regarding the terms of the DIP Credit Agreement, see Note 2,
Reorganization and Chapter 11 Proceedings of the Notes to the Consolidated and Combined Financial Statements and Note 16, Long-term Debt and Credit
Agreements of the notes to the Consolidated and Combined Financial Statements.
Delisting from NYSE
On September 20, 2020, we were notified by the New York Stock Exchange (the “NYSE”) that, as a result of the Chapter 11 Cases, and in
accordance with Section 802.01D of the NYSE Listed Company Manual, that NYSE had commenced proceedings to delist our common stock from the
NYSE. The NYSE indefinitely suspended trading of our common stock on September 21, 2020. We determined not to appeal the NYSE’s determination.
On October 8, 2020, the NYSE filed a Form 25-NSE with the Securities and Exchange Commission, which removed our common stock from listing and
registration on the NYSE effective as of the opening of business on October 19, 2020. The delisting of our common stock from NYSE has and could
continue to limit the liquidity of our common stock, increase the volatility in the price of our common stock, and hinder our ability to raise capital.
Honeywell Indemnity Agreement
On September 12, 2018, Garrett ASASCO entered into the Honeywell Indemnity Agreement, under which Garrett ASASCO is required to make
certain payments to Honeywell in amounts equal to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the
Bendix business in the United States, as well as certain environmental-related liability payments and accounts payable and non-United States asbestos-
related liability payments and accounts payable, in each case related to legacy elements of the Business, including the legal costs of defending and
resolving such liabilities, less 90% of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities.
Pursuant to the terms of the Honeywell Indemnity Agreement, Garrett ASASCO is responsible for paying to Honeywell such amounts, up to a cap equal to
the Distribution Date Currency Exchange Rate (1.16977 USD = 1 EUR) equivalent of $175 million (exclusive of any late payment fees) in respect of such
liabilities arising in any given calendar year. In addition, the payments that Garrett ASASCO is required to make to Honeywell pursuant to the terms of the
Honeywell Indemnity Agreement will not be deductible for U.S. federal income tax purposes. The Honeywell Indemnity Agreement provides that the
agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the third consecutive year during which certain amounts owed
to Honeywell during each such year were less than $25 million as converted into Euros in accordance with the terms of the agreement.
During the first quarter of 2020, Garrett ASASCO paid Honeywell the Euro-equivalent of $35 million in connection with the Honeywell Indemnity
Agreement. In January 2020 we received from Honeywell the 2019 Prior Year Aggregate Loss Statement (as defined in the Honeywell Indemnity
Agreement) which confirmed that the payments made to Honeywell as required by the Honeywell Indemnity Agreement in 2019 included an overpayment
of $33 million. This payment would have been deducted from the second quarter 2020 payment and would have reduced the cash payments payable to
Honeywell in 2020. Honeywell and Garrett agreed to defer the second quarter 2020 payment due May 1, 2020 to December 31, 2020 but the second quarter
2020 payment was not paid on this date as a result of the automatic stay applicable to the Debtors under the Bankruptcy Code as a result of the Chapter 11
Cases. We do not expect Garrett ASASCO to make payments to Honeywell under the Honeywell Indemnity Agreement during the pendency of the Chapter
11 Cases.
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Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Indemnity Agreements and the Tax
Matters Agreement, and (b) the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash payment at Emergence and
(y) the new Series B Preferred Stock issued by the Company payable in installments of $35 million in 2022, and $100 million annually 2023-2030 (the
“Series B Preferred Stock”). The Company will have the option to prepay the Series B Preferred Stock in full at any time at a call price equivalent to $584
million as of Emergence (representing the present value of the installments at a 7.25% discount rate). The Company will also have the option to make a
partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time within 18 months of Emergence. In every case, the
duration of future liabilities to Honeywell will be reduced from 30 years prior to the Chapter 11 filing to a maximum of nine years.
The terms of the PSA, the Transaction and the Plan remain subject to approval by the Bankruptcy Court. There can be no assurances that we will
obtain the approval of the Bankruptcy Court and complete the Transaction.
Tax Matters Agreement
On September 12, 2018, we entered into a Tax Matters Agreement which governs the respective rights, responsibilities and obligations of
Honeywell and us after the Spin-Off with respect to all tax matters (including tax liabilities, tax attributes, tax returns and tax contests).
The Tax Matters Agreement generally provides that we are responsible and will indemnify Honeywell for all taxes, including income taxes, sales
taxes, VAT and payroll taxes, relating to Garrett for all periods, including periods prior to the completion date of the Spin-Off. Among other items, as a
result of the mandatory transition tax imposed by the Tax Cuts and Jobs Act, Garrett ASASCO is required to make payments to a subsidiary of Honeywell
in the amount representing the net tax liability of Honeywell under the mandatory transition tax attributable to us, as determined by Honeywell.
Additionally, the Tax Matters Agreement provides that Garrett ASASCO is to make payments to a subsidiary of Honeywell for a portion of Honeywell’s
net tax liability under Section 965(h)(6)(A) of the Internal Revenue Code for mandatory transition taxes that Honeywell determined is attributable to us (the
“MTT Claim”). Following the Spin-Off, Honeywell asserted that Garrett ASASCO was obligated to pay $240 million to Honeywell for the MTT Claim
under the Tax Matters Agreement. Accordingly, and in connection with the Tax Matters Agreement, we made payments to Honeywell, under protest, for
the Euro-equivalent of $18 million and $19 million during 2019 and the fourth quarter of 2018, respectively, for the MTT Claim. On October 30, 2020,
however, Honeywell filed an SEC Form 10-Q for the quarterly period ended September 30, 2020, reporting that its claim against us under the Tax Matters
Agreement, including the MTT Claim, is now $273 million. Under the terms of the Tax Matters Agreement, Garrett ASASCO is required to pay this
amount in Euros, without interest, in five annual installments, each equal to 8% of the aggregate amount, followed by three additional annual installments
equal to 15%, 20% and 25% of the aggregate amount, respectively. Garrett ASASCO paid the first annual installment in October 2018 and subsequent
annual installments are due in April of each year. The annual installment due on April 1, 2020 was deferred to December 31, 2020 in agreement with
Honeywell but was not paid on this date as a result of the automatic stay applicable to the Debtors under the Bankruptcy Code as a result of the Chapter 11
Cases. We do not expect Garrett ASASCO to make payments to Honeywell under the Tax Matters Agreement during the pendency of the Chapter 11 Cases.
In addition, the Tax Matters Agreement addresses the allocation of liability for taxes incurred as a result of restructuring activities undertaken to
effectuate the Spin-Off. The Tax Matters Agreement also provides that we are required to indemnify Honeywell for certain taxes (and reasonable expenses)
resulting from the failure of the Spin-Off and related internal transactions to qualify for their intended tax treatment under U.S. federal, state and local
income tax law, as well as foreign tax law.
Further, the Tax Matters Agreement also imposes certain restrictions on us and our subsidiaries (including restrictions on share issuances,
redemptions or repurchases, business combinations, sales of assets and similar transactions) that are designed to address compliance with Section 355 of
the Internal Revenue Code of 1986, as amended, and are intended to preserve the tax-free nature of the Spin-Off.
As described above, under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global
settlement with Honeywell providing for the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Tax Matters
Agreement. In every case the duration of future liabilities to Honeywell will be reduced from 30 years prior to the Chapter 11 filing to a maximum of nine
years. Our entry into and performance under the PSA and the terms of the PSA, the Transaction and the Plan remain subject to
63
approval by the Bankruptcy Court. There can be no assurances that we will obtain the approval of the Bankruptcy Court and complete the Transaction.
Cash Flow Summary for the Years Ended December 31, 2020, 2019 and 2018
Our cash flows from operating, investing and financing activities for the years ended December 31, 2020, 2019 and 2018, as reflected in the
audited Consolidated and Combined Financial Statements included elsewhere in this Annual Report on Form 10-K, are summarized as follows:
Cash provided by (used for):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
2020 compared with 2019
2020
Year Ended December 31,
2019
(Dollars in millions)
2018
$
$
25 $
(80)
530
31
506 $
242 $
(86)
(163)
(2)
(9) $
373
192
(658)
(11)
(104)
Cash provided by operating activities decreased by $217 million for 2020 in comparison to 2019, primarily due to a decrease in net income, net of
deferred taxes of $226 million, unfavorable impact from working capital of $194 million, partially offset by a decrease in Obligations to Honeywell of
$149 million and an increase of $54 million in other items (mainly accrued liabilities).
Cash used for investing activities decreased by $6 million in 2020 compared to 2019, primarily due to a favorable impact from Expenditures for
property, plant and equipment of $22 million, due to higher customer contribution and lower spend, partially offset by an unfavorable impact from a prior
year settlement received on the re-couponing of our cross currency swap contract of $19 million.
Cash provided by financing activities increased by $693 million in 2020, as compared to 2019. The change was driven by a draw down, net of
payments, on our Revolving Facility of $349 million, payments of long-term debt during 2020 totaling $2 million, as compared to $163 million of such
payments during 2019 and proceeds from debtor-in-possession credit agreement, net of financing fees of $187 million.
2019 compared with 2018
Cash provided by operating activities decreased by $131 million for 2019 in comparison to 2018, primarily due to a decrease in Obligations to
Honeywell of $67 million, higher cash interest payments of $46 million, a decrease in net income, net of deferred taxes of $3 million and a decrease of $39
million in other items (accrued liabilities and other assets), partially offset by a favorable impact from working capital of $24 million.
Cash provided by investing activities decreased by $278 million in 2019 compared to 2018, primarily due to unfavorable net cash impacts from
marketable securities investments activities year over year of $291 million and unfavorable impact from Expenditures for property, plant and equipment of
$7 million, partially offset by a favorable impact from the cash settlement received on the re-couponing of our cross currency swap contract of $19 million.
Cash used for financing activities decreased by $495 million in 2019, as compared to 2018. The change was driven by payments for related party
notes payable of $493 million, net changes to cash pooling and short-term notes of $300 million and the net decrease in invested deficit of $1,493 million
during 2018 that did not recur during 2019. This was partially offset by the $1,631 million of proceeds from issuance of long-term debt during 2018 that
did not recur during 2019 and payments of long-term debt during 2019 of $163 million, as compared to $6 million during 2018.
64
Contractual Obligations and Probable Liability Payments
The summary of our significant contractual obligations and probable liability payments at December 31, 2020 were as set forth in the table below.
The table does not reflect any potential changes to our contractual obligations and other commitments that may result from the Chapter 11 cases and
activities contemplated by the Transaction and the Plan.
Obligations to Honeywell – Asbestos and
environmental(1)
Obligations to Honeywell – Mandatory
Transition Tax(2)
Long-term debt(3)
Interest payments on long-term debt(4)
Minimum lease payments
Purchase obligations(5)
Total(5)
2021
2022-2023
2024-2025
Thereafter
(Dollars in millions)
Payments by Period
1,196
—
281
268
647
211
1,533
337
46
95
3,418 $
40
4
70
12
91
217 $
58
317
134
17
4
811 $
113
781
111
9
—
1,282 $
—
431
22
8
—
1,108
$
(1)
(2)
(3)
(4)
Excludes legal fees which are expensed as incurred. For additional information, refer to “—Liquidity and Capital Resources— Honeywell
Indemnity Agreement” section.
Excludes the indemnification obligation for uncertain tax positions for which timing of payment is uncertain. For additional information, refer to
“—Liquidity and Capital Resources—Tax Matters Agreement” section.
Assumes all long-term debt is outstanding until contractual maturity. Does not include expected utilization of our Senior Secured Credit Facilities
or DIP Term Loan Facility.
Interest payments are estimated based on the interest rates applicable as of December 31, 2020. This does not include the expected utilization of our
revolving credit facility.
(5)
Purchase obligations are entered into with various vendors in the normal course of business and are consistent with our expected requirements.
Capital Expenditures
We believe our capital spending in recent years has been sufficient to maintain efficient production capacity, to implement important product and
process redesigns and to expand capacity to meet increased demand.
Productivity projects have freed up capacity in our manufacturing facilities and are expected to continue to do so. We expect to continue
investing to expand and modernize our existing facilities and invest in our facilities to create capacity for new product development.
In light of the near-term impact of the COVID-19 pandemic, we have reviewed current capital expenditure programs and re-phased some programs
related to future capacity expansion and long-term development programs. This has materially reduced new capital expenditures in 2020 without having an
adverse effect on our ability to deliver long-term projects on time. In 2021, we expect capital expenditures to materially increase as a result of the re-
phasing noted above and the Company’s expected Emergence.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on
our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
65
Critical Accounting Policies
The preparation of our Consolidated and Combined Financial Statements in accordance with generally accepted accounting principles is based on
the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are
inherently uncertain. We consider the accounting policies discussed below to be critical to the understanding of our financial statements. Actual results
could differ from our estimates and assumptions, and any such differences could be material to our Consolidated and Combined Financial Statements. In
connection with the filing of the Chapter 11 Cases on the Petition Date, the Consolidated and Combined Financial Statements included herein have been
prepared in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 852,
Reorganizations. See Note 2, Reorganization and Chapter 11 Proceedings, of the Consolidated and Combined Financial Statements for further details.
Contingent Liabilities—We are subject to lawsuits, investigations and claims that arise out of the conduct of our global business operations or
those of previously owned entities, including matters relating to commercial transactions, government contracts, product liability (including asbestos), prior
acquisitions and divestitures, employee benefit plans, intellectual property, legal and environmental, health and safety matters. We continually assess the
likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability,
if any, for these contingencies based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Such
analysis includes making judgments concerning matters such as the costs associated with environmental matters, the outcome of negotiations, the number
and cost of pending and future asbestos claims, and the impact of evidentiary requirements. Because most contingencies are resolved over long periods of
time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation and outcomes of similar cases
through the judicial system), changes in assumptions or changes in our settlement strategy. See Note 23, Commitments and Contingencies of Notes to
Consolidated and Combined Financial Statements for a discussion of management’s judgment applied in the recognition and measurement of our
environmental and asbestos liabilities which represent our most significant contingencies.
Asbestos-Related Contingencies and Insurance Recoveries—Honeywell is subject to certain asbestos-related and environmental-related liabilities,
primarily related to its legacy Bendix business. In conjunction with the Spin-Off, certain operations that were part of the Bendix business, along with the
ownership of the Bendix trademark, as well as certain operations that were part of other legacy elements of the Business, were transferred to us.
The accounting for the majority of our asbestos-related liability payments and accounts payable reflect the terms of the Honeywell Indemnity
Agreement with Honeywell entered into on September 12, 2018, under which Garrett ASASCO is required to make payments to Honeywell in amounts
equal to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the Bendix business in the United States, as
well as certain environmental-related liability payments and accounts payable and non-United States asbestos-related liability payments and accounts
payable, in each case related to legacy elements of the Business, including the legal costs of defending and resolving such liabilities, less 90% of
Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. The Honeywell Indemnity
Agreement provides that the agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the third consecutive year during
which certain amounts owed to Honeywell during each such year were less than $25 million as converted into Euros in accordance with the terms of the
agreement.
Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Indemnity Agreements and the Tax
Matters Agreement and (b) the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash payment at Emergence and (y)
the “Series B Preferred Stock. The Company will have the option to prepay the Series B Preferred Stock in full at any time at a call price equivalent to $584
million as of Emergence (representing the present value of the installments at a 7.25% discount rate). The Company will also have the option to make a
partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time within 18 months of Emergence. In every case the
duration of future liabilities to Honeywell will be reduced from 30 years prior to the Chapter 11 filing to a maximum of nine years.
Our entry into and performance under the PSA and the terms of the PSA, the Transaction and the Plan remain subject to approval by the
Bankruptcy Court. There can be no assurances that we will obtain the approval of the Bankruptcy Court and complete the Transaction.
66
Warranties and Guarantees—Expected warranty costs for products sold are recognized based on an estimate of the amount that eventually will be
required to settle such obligations. These accruals are based on factors such as past experience, length of the warranty and various other considerations.
Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove
and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated.
These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. See Note 23, Commitments and
Contingencies of Notes to Consolidated and Combined Financial Statements included herein for additional information.
Pension Benefits—We sponsor defined benefit pension plans covering certain employees, primarily in Switzerland, the U.S. and Ireland. For such
plans, we are required to disaggregate the service cost component of net benefit costs and report those costs in the same line item or items in the
Consolidated and Combined Statements of Operations as other compensation costs arising from services rendered by the pertinent employees during the
period. The other nonservice components of net benefit costs are required to be presented separately from the service cost component. We record the
service cost component of Pension ongoing (income) expense in Cost of goods sold or Selling, general and administrative expenses. The remaining
components of net benefit costs within Pension ongoing (income) expense, primarily interest costs and assumed return on plan assets, are recorded in Non-
operating expense (income). We recognize net actuarial gains or losses in excess of 10% of the greater of the fair value of plan assets or the plans’ projected
benefit obligation (the corridor) annually in the fourth quarter each year (“MTM Adjustment”). The MTM Adjustment is recorded in Non-operating
expense (income).
The key assumptions used in developing our 2020 net periodic pension (income) expense included the following:
Discount Rate:
Projected benefit obligation
Service Cost
Interest cost
Assets:
Expected rate of return
Actual rate of return
U.S. Plans
Non-U.S. Plans
2020
3.30%
4.47%
4.06%
5.49%
12.49%
0.79%
1.20%
1.74%
3.79%
5.19%
The MTM Adjustment represents the recognition of net actuarial gains or losses in excess of 10% of the greater of the fair value of plan assets or
the plans’ projected benefit obligation (the corridor). Net actuarial gains and losses occur when the actual experience differs from any of the various
assumptions used to value our pension plans or when assumptions change. The primary factors contributing to actuarial gains and losses are changes in the
discount rate used to value pension obligations as of the measurement date each year and the difference between expected and actual returns on plan assets.
The mark-to-market accounting method results in the potential for volatile and difficult to forecast MTM Adjustments. MTM charges were $0 for our U.S.
Plans and $13 million for our non-U.S. Plans for the year ended December 31, 2020.
We determine the expected long-term rate of return on plan assets utilizing historical plan asset returns over varying long-term periods combined
with our expectations of future market conditions and asset mix considerations (see Note 24, Defined Benefit Pension Plans of Notes to Consolidated and
Combined Financial Statements for details on the actual various asset classes and targeted asset allocation percentages for our pension plans). We plan to
use an expected rate of return on plan assets of 4.88% for our U.S. Plans and 3.60% for our non-U.S. Plans for 2020 as this is a long-term rate based on
historical plan asset returns over varying long-term periods combined with our expectations of future market conditions and the asset mix of the plan’s
investments.
The discount rate reflects the market rate on December 31 (measurement date) for high-quality fixed-income investments with maturities
corresponding to our benefit obligations and is subject to change each year. The discount rate can be volatile from year to year as it is determined based
upon prevailing interest rates as of the measurement date. We used a 2.65% discount rate to determine benefit obligations for our U.S. Plans and 0.46% for
our non-U.S. Plans as of December 31, 2020.
67
Pension ongoing expense (income) for all of our pension plans is expected to be pension income of $2 million in 2021 compared with pension
ongoing expense of $1 million in 2020. Also, if required, an MTM Adjustment will be recorded in the fourth quarter of 2021 in accordance with our
pension accounting method as previously described. It is difficult to reliably forecast or predict whether there will be an MTM Adjustment in 2021, and if
one is required, what the magnitude of such adjustment will be. MTM Adjustments are primarily driven by events and circumstances beyond the control of
the Company such as changes in interest rates and the performance of the financial markets.
For periods prior to the Spin-off, certain Garrett employees participated in defined benefit pension plans (the “Shared Plans”) sponsored by
Honeywell which includes participants of other Honeywell subsidiaries and operations. We account for our participation in the Shared Plans as a
multiemployer benefit plan. Accordingly, we do not record an asset or liability to recognize the funded status of the Shared Plans. The related pension
expense is based on annual service cost of active Garrett participants and reported within Cost of goods sold in the Consolidated and Combined Statements
of Operations.
Income Taxes—We account for income taxes pursuant to the asset and liability method which requires us to recognize current tax liabilities or
receivables for the amount of taxes we estimate are payable or refundable for the current year and deferred tax assets and liabilities for the expected future
tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and
liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than
not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible.
Our pre-Spin-Off activity in the U.S. will be reported in Honeywell’s U.S. consolidated income tax return and certain foreign activity will be
reported in Honeywell tax paying entities in those jurisdictions. For periods prior to the Spin-Off, the income tax provision included in the Consolidated
and Combined Financial Statements related to domestic and certain foreign operations was calculated on a separate return basis, as if Garrett was a separate
taxpayer and the resulting current tax receivable or liability, including any liabilities related to uncertain tax positions, was settled with Honeywell through
equity at the time of the Spin-Off. In other foreign taxing jurisdictions, the operations of Garrett were always conducted through discrete legal entities, each
of which filed separate tax returns, and all resulting income tax assets and liabilities, including liabilities related to uncertain tax positions, are reflected in
the Consolidated Balance Sheets of Garrett.
Other Matters
Litigation and Environmental Matters
See Note 23, Commitments and Contingencies of Notes to Consolidated and Combined Financial Statements for a discussion of environmental,
asbestos and other litigation matters.
Recent Accounting Pronouncements
See Note 3, Summary of Significant Accounting Policies of Notes to the Consolidated and Combined Financial Statements for a discussion of
recent accounting pronouncements.
68
Item 7A. Quantitative and Qualitative Disclosures about Market Risks
Foreign Currency Risk
We are exposed to market risks from changes in currency exchange rates. These exposures may impact future earnings and/or operating cash flows.
Our exposure to market risk for changes in foreign currency exchange rates arises from international financing activities between subsidiaries, foreign
currency denominated monetary assets and liabilities and transactions arising from international trade.
We historically have hedged currency exposures with natural offsets to the fullest extent possible and, once these opportunities have been
exhausted, through foreign currency exchange forward contracts (Foreign Currency Exchange Contracts). We hedged monetary assets and liabilities
denominated in non-functional currencies. Prior to conversion into U.S. dollars, these assets and liabilities are remeasured at spot exchange rates in effect
on the balance sheet date. The effects of changes in spot rates are recognized in earnings and included in Non-operating expense (income).
As a result of the Chapter 11 Cases, the Company has been limited in its ability to enter into hedging transactions. The Company has obtained
Bankruptcy Court authorization for continuing hedging activities in the ordinary course of business, however, counterparties have either been unwilling to
enter into hedging transactions with the Company during the Chapter 11 Cases or have required the Company to fully cash collateralize its obligations
under the relevant hedging instrument, which has effectively reduced the Company’s ability to hedge foreign currency exposures beyond those relating to
trade payables and receivables. As of December 31, 2020, the net fair value of all financial instruments with exposure to currency risk was a $0 million
asset. The potential loss or gain in fair value for such financial instruments from a hypothetical 10% adverse or favorable change in quoted currency
exchange rates would be $(2) million and $2 million, respectively, at December 31, 2020 exchange rates. The model assumes a parallel shift in currency
exchange rates; however, currency exchange rates rarely move in the same direction. The assumption that currency exchange rates change in a parallel
fashion may overstate the impact of changing currency exchange rates on assets and liabilities denominated in currencies other than the U.S. dollar.
Interest Rate Risk
Our exposure to risk based on changes in interest rates relates primarily to our Prepetition Credit Agreement and DIP Credit Agreement. The
Prepetition Credit Agreement and DIP Credit Agreement bear interest at floating rates. For variable rate debt, interest rate changes generally do not affect
the fair market value of such debt assuming all other factors remain constant but do impact future earnings and cash flows. Accordingly, we may be
exposed to interest rate risk on borrowings under the Credit Agreement and DIP Credit Agreement. For our outstanding borrowings under the Prepetition
Credit Agreement and DIP Credit Agreement as of December 31, 2020, a 50 basis point increase (decrease) in interest rates would have increased
(decreased) our interest expense by $3 million and $3 million, respectively, compared to the amount of interest that would have been incurred in such
period based on the rates of interest in effect at December 31, 2020. For additional information regarding our Prepetition Credit Agreement and DIP Credit
Agreement, see Note 16, Long-term Debt and Credit Agreements of the notes to the Consolidated and Combined Financial Statements.
Commodity Price Risk
While we are exposed to commodity price risk, we pass through abnormal changes in component and raw material costs to our customers based on
the contractual terms of our arrangements. In limited situations, we may not be fully compensated for such changes in costs.
69
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Garrett Motion Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial of Garrett Motion Inc. and subsidiaries in reorganization under Chapter 11 of the Federal
Bankruptcy Code since September 20, 2020 — see Note 2 (the "Company") as of December 31, 2020, based on criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal
Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated and combined financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 16, 2021,
expressed an unqualified opinion on those consolidated and combined financial statements and included explanatory paragraphs regarding changes in
accounting principle and certain conditions that give rise to substantial doubt about the Company’s ability to continue as a going concern; and emphasis of
matter paragraphs concerning the bankruptcy proceedings and expense allocations.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls
70
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte SA
Geneva, Switzerland
February 16, 2021
71
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Garrett Motion Inc. and subsidiaries in reorganization under chapter 11 of the
Federal Bankruptcy Code since September 20, 2020 — see Note 1 (the "Company") as of December 31, 2020 and 2019, the related consolidated and
combined statement of operations, comprehensive income, equity (deficit), and cash flows, for each of the three years in the period ended December 31,
2020, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and
2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with the
accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2021 expressed an
unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 3 to the financial statements, effective January 1, 2019, the Company adopted FASB ASC Topic 842, Leases, using the
modified retrospective approach.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, as a result of the Company’s financial condition, uncertainty related to the impacts of COVID-19, and the risks and uncertainties
surrounding the Chapter 11 Cases filed by the Company, there is substantial doubt about its ability to continue as a going concern. Management’s
evaluation of the events and conditions and their plans regarding these matters are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Emphasis of a Matter
Bankruptcy Proceedings
As discussed in Note 1 to the financial statements, on September 20, 2020, the Company has voluntarily filed for reorganization under chapter 11
of the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The accompanying financial statements do not purport to
reflect or provide for the consequences of the bankruptcy proceedings. In particular, such financial statements do not purport to show (1) as to assets, their
realizable value on a liquidation basis or their availability to satisfy liabilities; (2) as to pre-petition liabilities, the settlement amounts for allowed claims, or
the status and priority thereof; (3) as to stockholder accounts, the effect of any changes that may be made in the capitalization of the Company; or (4) as to
operations, the effect of any changes that may be made in its business.
Expense allocation
As discussed in Note 1 to the financial statements, on October 1, 2018, the Company became an independent publicly-traded company through a
pro rata distribution by Honeywell International Inc. (“Honeywell”) of 100% of the then outstanding shares of the Company to Honeywell’s stockholders.
For the period from January 1, 2018 to October 1, 2018, the financial statements include expense allocations for certain corporate functions historically
provided by Honeywell. These allocations may not be reflective of the actual expense that would have been incurred had the Company operated as a
separate entity apart from Honeywell. A summary of transactions with related parties is included in Note 27 to the financial statements.
72
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Obligations Payable to Honeywell– Refer to Note 23 to the financial statements
Critical Audit Matter Description
As more fully described in Note 23 of the financial statements, the Company recorded a liability for obligations payable to Honeywell as of
December 31, 2020, as a result of certain agreements entered into in connection with the spin-off from Honeywell on October 1, 2018. These agreements
prescribe payments due to Honeywell for the indemnification of certain asbestos claims and pre-spin-off tax matters. Subsequent to separation from
Honeywell, the Company has challenged the enforceability of such agreements and filed a motion with the Bankruptcy Court to hear arguments related to
these obligations. The Bankruptcy Court was scheduled to hold an estimation proceeding to evaluate all of Honeywell’s claims against the Company. This
proceeding has been stayed pending the Bankruptcy Court’s consideration of the plan of reorganization. While under chapter 11 protection, the Company is
required to record obligations payable to Honeywell at the Company’s expected amount of the allowed claim as determined by the Bankruptcy Court. The
carrying value of the obligations payable to Honeywell as of December 31, 2020 is $1,482 million. The actual amount to be paid is subject to the
Bankruptcy Court’s approval.
We have identified the Company’s measurement of the obligations payable to Honeywell as a critical audit matter. This required a high degree of
auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s judgments around the
expected amount of the allowed claim due to Honeywell.
How the Critical Audit Matter Was Addressed in the Audit
The primary procedures we performed to address this critical audit matter included the following:
•
We tested the effectiveness of certain internal controls over the Company’s litigation assessment process, including internal controls over the
assessment of the Company’s proceedings with Honeywell and the impact of chapter 11.
73
•
•
•
•
We assessed management’s evaluation of the accounting impact of the proceedings with Honeywell and inspected documentation from internal
counsel related to it.
We performed a search for new or contrary evidence that would affect the estimate, including through review of minutes of meetings of the
board of directors and read the court summaries of the ongoing proceedings with Honeywell.
We requested and received internal and external legal counsel confirmation letters and assessed management’s evaluation of the proceedings by
meeting with internal and external counsel.
We also evaluated the appropriateness of the related disclosures included in Note 23 to the financial statements.
/s/ Deloitte SA
Geneva, Switzerland
February 16, 2021
We have served as the Company’s auditor since 2018.
74
GARRETT MOTION INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
Net sales (Note 4)
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Other expense, net (Note 5)
Interest expense (excludes contractual interest for the twelve
months ended December 31, 2020 of $14 million) (Note 2)
Non-operating (income) expense (Note 6)
Reorganization items, net
Income before taxes
Tax expense (benefit) (Note 7)
Net income
Earnings (losses) per common share
Basic
Diluted
Weighted average common shares outstanding
Basic
Diluted
2020
$
2018
Years Ended December 31,
2019
(Dollars in millions except per share amounts)
3,034 $
2,478
556
277
46
3,248 $
2,537
711
249
40
79
(38)
73
119
39
80 $
68
8
—
346
33
313 $
1.06 $
1.05 $
4.20 $
4.12 $
$
$
$
3,375
2,599
776
249
120
19
(8)
—
396
(810)
1,206
16.28
16.21
75,543,461
76,100,509
74,602,868
75,934,373
74,059,240
74,402,148
The Notes to Consolidated and Combined Financial Statements are an integral part of this statement.
75
GARRETT MOTION INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Net income
Foreign exchange translation adjustment
Defined benefit pension plan adjustment, net of tax (Note 24)
Changes in fair value of effective cash flow hedges, net of tax
(Note 18)
Total other comprehensive (loss) income, net of tax
Comprehensive (loss) income
2020
Years Ended December 31,
2019
(Dollars in millions)
2018
$
$
80 $
(234)
(18)
(7)
(259)
(179) $
313 $
67
(14)
4
57
370 $
1,206
(198)
(2)
35
(165)
1,041
The Notes to Consolidated and Combined Financial Statements are an integral part of this statement.
76
GARRETT MOTION INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED BALANCE SHEETS
December 31,
2020
2019
(Dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash (Note 3)
Accounts, notes and other receivables, net (Note 8)
Inventories, net (Note 10)
Other current assets (Note 11)
Total current assets
Investments and long-term receivables
Property, plant and equipment, net (Note 13)
Goodwill (Note 14)
Deferred income taxes (Note 7)
Other assets (Note 12)
Total assets
LIABILITIES
Current liabilities:
Accounts payable
Borrowings under revolving credit facility (Note 16)
Current maturities of long-term debt (Note 16)
Debtor-in-possession Term Loan (Note 16)
Obligations payable to Honeywell, current (Note 23)
Accrued liabilities (Note 15)
Total current liabilities
Long-term debt (Note 16)
Deferred income taxes (Note 7)
Obligations payable to Honeywell (Note 23)
Other liabilities (Note 19)
Total liabilities not subject to compromise
Liabilities subject to compromise (Note 2)
Total liabilities
COMMITMENTS AND CONTINGENCIES (Note 23)
EQUITY (DEFICIT)
Common stock, par value $0.001; 400,000,000 shares authorized, 76,229,578
and 74,911,139 issued and 75,813,634 and 74,826,329 outstanding as of
December 31, 2020 and December 31, 2019 respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss (income) (Note 20)
Total equity (deficit)
Total liabilities and equity (deficit)
$
$
$
$
$
592 $
101
841
235
110
1,879
30
505
193
275
135
3,017 $
1,019 $
370
—
200
—
248
1,837
1,082
2
—
114
3,035
2,290
5,325 $
—
28
(2,207)
(129)
(2,308)
3,017 $
187
—
707
220
85
1,199
36
471
193
268
108
2,275
1,009
—
4
—
69
310
1,392
1,409
51
1,282
274
4,408
—
4,408
—
19
(2,282)
130
(2,133)
2,275
The Notes to Consolidated and Combined Financial Statements are an integral part of this statement.
77
GARRETT MOTION INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
2020
Years Ended December 31,
2019
(Dollars in millions)
2018
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Deferred income taxes
Reorganization items, net
Depreciation
Amortization of deferred issuance costs
Foreign exchange (gain) loss
Stock compensation expense
Pension expense
Other
Changes in assets and liabilities:
Accounts, notes and other receivables
Receivables from related parties
Inventories
Other assets
Accounts payable
Payables to related parties
Accrued liabilities
Obligations payable to Honeywell
Asbestos-related liabilities
Other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Expenditures for property, plant and equipment
Increase in marketable securities
Decrease in marketable securities
Other
Net cash (used for) provided by investing activities
Cash flows from financing activities:
Net increase in Invested deficit
Proceeds from debtor-in-possession financing
Proceeds from revolving credit facilities
Payments of revolving credit facilities
Proceeds from issuance of long-term debt
Payments of long-term debt
Debtor-in-possession financing fees
Payments related to related party notes payable
Net change to cash pooling and short-term notes
Other
Net cash provided by (used for) financing activities
Effect of foreign exchange rate changes on cash, cash equivalents and restricted
cash
Net increase/ (decrease) in cash, cash equivalents and restricted cash
Cash and cash equivalents at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental cash flow disclosures:
Income taxes paid (net of refunds)
Interest expense paid
Reorganization items paid
Supplemental schedule of non-cash investing and financing activities:
Expenditures for property, plant and equipment in accounts payable
80
(34)
60
86
7
(58)
10
15
44
(162)
—
(14)
(45)
41
—
(13)
6
—
2
25
(80)
—
—
—
(80)
—
200
1,449
(1,100)
—
(2)
(13)
—
—
(4)
530
31
506
187
693 $
44 $
63 $
14
47 $
313
1,206
(41)
—
73
9
19
18
18
19
32
—
(60)
(22)
87
—
(60)
(143)
—
(20)
242
(102)
—
—
16
(86)
—
—
745
(745)
—
(163)
—
—
—
—
(163)
(2)
(9)
196
187 $
93 $
54 $
—
51 $
(931)
—
72
2
15
21
10
37
(30)
57
2
(46)
63
(50)
49
(76)
(1)
(27)
373
(95)
(21)
312
(4)
192
(1,493)
—
331
(331)
1,631
(6)
—
(493)
(300)
3
(658)
(11)
(104)
300
196
76
12
—
43
$
$
$
$
$
The Notes to Consolidated and Combined Financial Statements are an integral part of this statement.
78
GARRETT MOTION INC.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY (DEFICIT)
Balance at December 31, 2017
Net income through September 30, 2018
Net income from October 1, 2018
Other comprehensive income, net of tax
Change in Invested deficit
Spin-Off related adjustments
Issuance of common stock and
reclassification of invested deficit
Stock-based compensation
Balance at December 31, 2018
Net income
Other comprehensive income, net of tax
Stock-based compensation
Tax withholding related to vesting of
restricted stock units and other
Balance at December 31, 2019
Net income
Other comprehensive income, net of tax
Stock-based compensation
Tax withholding related to vesting of
restricted stock units and other
Adoption impact of ASU 2016-13,
Financial Instruments - Credit Losses
Balance at December 31, 2020
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
(in millions)
Invested
Deficit
Other
Comprehensive
Income/(Loss)
Total
Deficit
—
—
—
—
—
—
74
—
74
—
—
1
—
75
—
—
1
—
—
76
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5
5
—
—
18
(4)
19
—
—
10
—
—
69
—
—
—
(2,664)
—
(2,595)
313
—
—
—
(2,282)
80
—
—
(2,433)
1,137
—
—
(1,168)
(200)
2,664
—
—
—
—
—
—
—
—
—
—
238
—
—
(165)
—
—
—
—
73
—
57
—
—
130
—
(259)
—
(2,195)
1,137
69
(165)
(1,168)
(200)
—
5
(2,517)
313
57
18
(4)
(2,133)
80
(259)
10
(1)
—
—
—
(1)
—
28
(5)
(2,207)
—
—
—
(129)
(5)
(2,308)
The Notes to Consolidated and Combined Financial Statements are an integral part of this statement.
79
GARRETT MOTION INC.
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Note 1. Background and Basis of Presentation
Background
Garrett Motion Inc. (the “Company” or “Garrett”) designs, manufactures and sells highly engineered turbocharger and electric-boosting
technologies for light and commercial vehicle original equipment manufacturers (“OEMs”) and the global vehicle independent aftermarket, as well as
automotive software solutions. These OEMs in turn ship to consumers globally. We are a global technology leader with significant expertise in delivering
products across gasoline, diesel, natural gas and electric (hybrid and fuel cell) powertrains. These products are key enablers for fuel economy and emission
standards compliance.
On October 1, 2018, the Company became an independent publicly-traded company through a pro rata distribution by Honeywell International Inc.
(“Former Parent” or “Honeywell”) of 100% of the then-outstanding shares of Garrett to Honeywell’s stockholders (the “Spin-Off”). Each Honeywell
stockholder of record received one share of Garrett common stock for every 10 shares of Honeywell common stock held on the record date. Approximately
74 million shares of Garrett common stock were distributed on October 1, 2018 to Honeywell stockholders. In connection with the Spin-Off, Garrett´s
common stock began trading “regular-way” under the ticker symbol “GTX” on the New York Stock Exchange on October 1, 2018.
COVID-19
In 2020, the COVID-19 virus was declared a pandemic and spread across the world, including throughout Asia, the United States and Europe. Our
business operations have been materially disrupted and our revenues have decreased significantly as a result of the COVID-19 pandemic and related
response measures, and we expect our financial performance in future fiscal quarters, to be materially negatively affected by the pandemic and its impact
on the global automotive industry.
On June 12, 2020, the Company entered into an amendment (the “2020 Amendment”) to its Credit Agreement, dated as of September 27, 2018 (as
amended, the “Prepetition Credit Agreement”) by and among the Company, Garrett LX I S.à r.l., Garrett LX II S.à r.l., Garrett LX III S.à r.l., Garrett
Borrowing LLC, and Garrett Motion Sàrl (f/k/a Honeywell Technologies Sàrl), the lenders and issuing banks party thereto and JPMorgan Chase Bank,
N.A., as administrative agent, consisting of:
•
•
•
a seven-year term B loan facility, consisting of a tranche denominated in Euro of €375 million and a tranche denominated in U.S. Dollars of
$425 million (the “Term B Facility”);
a five-year term A loan facility in an aggregate principal amount of €330 million (the “Term A Facility” and, together with the Term B Facility,
the “Term Loan Facilities”); and
a five-year revolving credit facility in an aggregate principal amount of €430 million (the “Revolving Facility” and, together with the Term
Loan Facilities, the “Senior Credit Facilities”).
The primary purpose for entering into the 2020 Amendment was to obtain covenant relief with respect to the total leverage ratio and interest
coverage ratios under the Prepetition Credit Agreement as a result of the impact of the COVID-19 pandemic and the Company’s leveraged capital structure.
The 2020 Amendment qualified as a debt modification that did not result in an extinguishment or have a material impact on our Consolidated
Financial Statements.
The commencement of the Chapter 11 Cases (as defined below) constituted an event of default that accelerated the Company’s obligations, as
applicable, under the Prepetition Credit Agreement. The Prepetition Credit Agreement provides that as a result of the commencement of the Chapter 11
Cases, the principal, interest and all other amounts due thereunder shall be immediately due and payable. Any efforts to enforce the payment obligations
under the Prepetition Credit Agreement are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of
the Prepetition Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.
80
Voluntary Filing Under Chapter 11
On September 20, 2020 (the “Petition Date”), the Company and certain of its subsidiaries (collectively, the “Debtors”) each filed a voluntary
petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the caption
“In re: Garrett Motion Inc., 20-12212.” On September 22 and 24, 2020, the Bankruptcy Court entered orders granting interim approval of certain forms of
relief requested by the Debtors, enabling the Debtors to conduct their business activities in the ordinary course, subject to the terms and conditions of such
orders, including authorizing the Debtors to pay employee wages and benefits, to pay certain taxes and certain governmental fees and charges, to continue
to operate the Debtors’ cash management system in the ordinary course, to maintain certain customer programs, and to pay the prepetition claims of certain
of the Debtors’ vendors. On October 20 and 21, 2020, the Bankruptcy Court entered orders granting such relief on a final basis. For goods and services
provided following the Petition Date, the Debtors continue to pay vendors under normal terms.
The Consolidated Financial Statements included herein have been prepared in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic No. 852, Reorganizations. See Note 2, Reorganization and Chapter 11 Proceedings, for further details.
Delisting from NYSE
On September 20, 2020, the Company was notified by the New York Stock Exchange (the “NYSE”) that, as a result of the Chapter 11 Cases, and in
accordance with Section 802.01D of the NYSE Listed Company Manual, that the NYSE had commenced proceedings to delist the Company’s common
stock from the NYSE. The NYSE indefinitely suspended trading of the Company’s common stock on September 21, 2020. The Company determined not to
appeal the NYSE’s determination. On October 8, 2020, the NYSE filed a Form 25-NSE with the Securities and Exchange Commission, which removed the
Company’s common stock from listing and registration on the NYSE effective as of the opening of business on October 19, 2020. Trading of the
Company’s common stock now occurs on the OTC Pink Market under the symbol “GTXMQ.” Any over-the-counter market quotations of the Company’s
common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Going Concern
The accompanying Consolidated and Combined Financial Statements have been prepared assuming that the Company will continue as a going
concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Liabilities subject to compromise will
be resolved in connection with the Chapter 11 Cases. The Company’s ability to continue as a going concern is contingent upon the Company’s ability to
successfully implement a plan of reorganization in the Chapter 11 Cases, among other factors. As a result of the Chapter 11 Cases, the realization of assets
and the satisfaction of liabilities are subject to uncertainty. While operating as debtors-in-possession under the Bankruptcy Code, the Company may sell or
otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course
of business, for amounts other than those reflected in the accompanying Consolidated and Combined Financial Statements. Further, any plan of
reorganization in the Chapter 11 Cases could materially change the amounts and classifications of assets and liabilities reported in the Consolidated and
Combined Financial Statements. The accompanying Consolidated and Combined Financial Statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the
Company be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of our financial condition, uncertainty related
to the impacts of COVID-19, and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that we will be able to continue as a
going concern.
Basis of Presentation
Prior to the Spin-Off on October 1, 2018, our historical financial statements were prepared on a stand-alone combined basis and were derived from
the consolidated financial statements and accounting records of Honeywell. Accordingly, for periods prior to October 1, 2018, our financial statements are
presented on a combined basis and for the periods subsequent to October 1, 2018 are presented on a consolidated basis (collectively, the historical financial
statements for all periods presented are referred to as “Consolidated and Combined Financial Statements”). The Consolidated and Combined Financial
Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All amounts
presented are in millions, except per share amounts.
81
Asbestos-related expenses, net of probable insurance recoveries, are presented within Other expense, net in the Consolidated and Combined
Statement of Operations. Honeywell is subject to certain asbestos-related and environmental-related liabilities, primarily related to its legacy Bendix
business. In conjunction with the Spin-Off, certain operations that were part of the Bendix business, along with the ownership of the Bendix trademark, as
well as certain operations that were part of other legacy elements of the Business, were transferred to us. The accounting for the majority of our asbestos-
related liability payments and accounts payable reflect the terms of the indemnification and reimbursement agreement with Honeywell entered into on
September 12, 2018 (the “Honeywell Indemnity Agreement”), under which Garrett ASASCO is required to make payments to Honeywell in amounts equal
to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the Bendix business in the United States, as well as
certain environmental-related liability payments and accounts payable and non-United States asbestos-related liability payments and accounts payable, in
each case related to legacy elements of the Business, including the legal costs of defending and resolving such liabilities, less 90% of Honeywell’s net
insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. The Honeywell Indemnity Agreement provides that
the agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the third consecutive year during which certain amounts
owed to Honeywell during each such year were less than $25 million as converted into Euros in accordance with the terms of the agreement. We have
accounted for the Honeywell liability consistent with the agreement up to the Petition Date and classified it as part of Liabilities Subject to Compromise.
Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Honeywell Indemnity Agreement,
that certain Indemnification Guarantee Agreement, dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented, or
otherwise modified from time to time), by and among Honeywell ASASCO 2 Inc. as payee, Garrett ASASCO as payor, and certain subsidiary guarantors
as defined therein (the “Guarantee Agreement,” and together with the Honeywell Indemnity Agreement, the “Indemnity Agreements”) and the Tax Matters
Agreement and (b) the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash payment at emergence from the
Chapter 11 Cases (“Emergence”) and (y) the new Series B Preferred Stock issued by the Company payable in installments of $35 million in 2022, and $100
million annually 2023-2030 (the “Series B Preferred Stock”). The Company will have the option to prepay the Series B Preferred Stock in full at any time
at a call price equivalent to $584 million as of Emergence (representing the present value of the installments at a 7.25% discount rate). The Company will
also have the option to make a partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time within 18 months of
Emergence. In every case the duration of future liabilities to Honeywell will be reduced from 30 years prior to the Chapter 11 filing to a maximum of nine
years.
The Debtors’ entry into and performance under the PSA and the terms of the PSA, the Transaction and the Plan remain subject to approval by the
Bankruptcy Court. There can be no assurances that the Debtors will obtain the approval of the Bankruptcy Court and complete the Transaction.
For additional information, see Note 23, Commitments and Contingencies, of the Notes to the Consolidated and Combined Financial Statements.
We evaluated segment reporting in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. We concluded that
Garrett operates in a single operating segment and a single reportable segment based on the operating results available and evaluated regularly by the chief
operating decision maker (“CODM”) to make decisions about resource allocation and performance assessment. The CODM makes operational
performance assessments and resource allocation decisions on a consolidated basis, inclusive of all of the Business’s products.
The preparation of the financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Management bases these estimates on assumptions that it believes to be reasonable under the circumstances,
including considerations for the impact from the outbreak of the COVID-19 pandemic on the Company's business due to various global macroeconomic,
operational and supply chain risks as a result of COVID-19. Actual results could differ from the original estimates, requiring adjustments to these balances
in future periods. Furthermore, while operating as “debtors-in-possession” under Chapter 11, the Debtors may sell or otherwise dispose of or liquidate
assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business and subject to
restrictions of the debtor in possession (“DIP”) financing, for amounts other than those reflected in the accompanying unaudited Consolidated and
Combined Financial Statements. Any such actions occurring during the Chapter 11 Cases,
82
including through a plan of reorganization confirmed by the Bankruptcy Court could materially impact the amounts and classifications of assets and
liabilities reported in the unaudited Consolidated and Combined Financial Statements.
Note 2. Reorganization and Chapter 11 Proceedings
Key Events and Voluntary Petition for Reorganization
Due to the Company´s highly leveraged capital structure resulting from the Spin-Off, the Company began a strategic review process assisted by
external financial advisers before the COVID-19 pandemic. The pandemic accelerated the review process to include the careful monitoring of liquidity and
the consideration of potential court-supervised restructuring processes.
The strategic review process lasted months and considered a wide variety of options, including strategic mergers and stand-alone recapitalizations,
both out-of-court and with the assistance of Chapter 11. The result of the Company’s strategic review process was the decision to commence a pre-filing
marketing process for a cash sale of the business in chapter 11, with the proceeds of the sale and any litigation recoveries related to the spin-off to be
distributed to stakeholders. After the bidding process, the Company selected a winning bid of $2.1 billion from AMP Intermediate B.V. (the “Stalking
Horse Bidder”) and AMP U.S. Holdings, LLC, each affiliate of KPS Capital Partners, LP, (“KPS”).
As described in greater detail below, the Stalking Horse Bidder and certain of the Debtors entered into a share and asset purchase agreement (the
“Stalking Horse Purchase Agreement”) on the Petition Date. The Stalking Horse Purchase Agreement constituted a “stalking horse” bid that was subject to
higher and better offers by third parties in accordance with the bidding procedures approved by the Bankruptcy Court in an order entered by the Bankruptcy
Court after hearings on October 21, 2020 and October 23, 2020 (the “Bidding Procedures Order”). The Bidding Procedures Order permitted third parties to
submit competing proposals for the purchase and/or reorganization of the Debtors and approved stalking horse protections for the Stalking Horse Bidder.
Following entry into the Stalking Horse Purchase Agreement, the Chapter 11 Cases were commenced on the Petition Date. The Debtors filed
certain motions and applications intended to limit the disruption of the Chapter 11 Cases on their operations. Since the commencement of the Chapter 11
Cases, the Debtors have continued to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
The Bankruptcy Court granted the first day relief the Debtors requested that was designed primarily to mitigate the impact of Chapter 11 Cases on
our operations, customers and employees. As a result, we are able to conduct normal business activities and pay all associated obligations for the period
following the Petition Date and we are also authorized to pay prepetition employee wages and benefits and certain vendors and suppliers in the ordinary
course for goods and services provided prior to the Petition Date. During the pendency of the Chapter 11 Cases, all transactions outside of the ordinary
course of business require the prior approval of Bankruptcy Court.
In accordance with the Bidding Procedures Order, the Debtors held an auction (the “Auction”) at which they solicited and received higher and
better offers from KPS and from a consortium made up of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin
Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P., or affiliates thereof (collectively, the “OWJ
Group”). In addition to the bids received at the Auction from KPS and the OWJ Group, the Debtors also received a transaction proposal in parallel to the
Auction from Centerbridge Partners, L.P. (“Centerbridge”), Oaktree Capital Management, L.P. (“Oaktree”), Honeywell International Inc. and certain other
investors and parties (collectively, the “CO Group”). The Auction was completed on January 8, 2021, at which point the Debtors filed with the Bankruptcy
Court (i) an auction notice noting that a bid received from KPS was the successful bid at the Auction but that the Debtors were still considering the
proposal from the CO Group, (ii) a Plan to implement the successful bid of KPS at the Auction and (iii) a related disclosure statement.
On January 11, 2021, the Debtors, having determined that the proposal from the CO Group was a higher and better proposal than the successful bid
of KPS at the Auction, entered into a Plan Support Agreement with the CO Group (as amended, restated, supplemented or otherwise modified from time to
time, the “PSA”) and announced their intention to pursue a restructuring transaction with the CO Group (the “Transaction”). As a result of the entry into the
PSA, (i) the Debtors filed a supplemental auction notice with the Bankruptcy Court on January 11, 2021 describing the Debtors’ determination to proceed
with the Transaction, (ii) the Debtors filed a revised Plan and related revised disclosure statement with the Bankruptcy Court on January 22, 2021 to
implement the Transaction and (iii) the Stalking Horse Purchase Agreement became terminable, following which, on January 15, 2021, the Stalking Horse
Bidder terminated the Stalking Horse Purchase Agreement and the Debtors subsequently paid a termination payment of $63 million and an expense
reimbursement payment of $ 15.7 million to the Stalking Horse Bidder pursuant to the terms of the Stalking Horse Purchase Agreement and the Bidding
Procedures Order.
83
In accordance with the terms of the PSA, on January 22, 2021, the Debtors’ entered into an Equity Backstop Commitment Agreement (the
“EBCA”) with certain members of the CO Group (the “Equity Backstop Parties”), pursuant to which, among other things, the Company will conduct the
rights offering contemplated by the PSA (the “Rights Offering”) and each Equity Backstop Party committed to (i) exercise its rights, as a stockholder of the
Company, to purchase in the Rights Offering shares of the convertible Series A preferred stock of the Company to be offered in the Rights Offering (the
“Series A Preferred Stock”) and (ii) purchase, on a pro rata basis (in accordance with percentages set forth in the EBCA), shares of Series A Preferred
Stock which were offered but not subscribed for in the Rights Offering.
On February 15, 2021, the Debtors and the CO Group agreed with certain of the Consenting Lenders (as defined below) to amend and restate the
PSA, among other things, so as to add certain of the Consenting Lenders as parties thereto supporting the Plan.
On January 24, 2021, representatives of the Equity Committee submitted a restructuring term sheet for a proposed plan of reorganization sponsored
by Atlantic Park. The Equity Committee subsequently filed with the Bankruptcy Court on February 5, 2021, a proposed plan of reorganization and related
disclosure statement with respect to such transaction (as reflected in the proposed plan of reorganization filed with the Bankruptcy Court, the “Atlantic Park
Proposal”). The transactions contemplated under the Atlantic Park Proposal have been proposed as an alternative to the transactions contemplated under the
Plan. In connection with the Atlantic Park Proposal, the Equity Committee filed a motion with the Bankruptcy Court seeking to modify the Debtors’
exclusive periods to file and solicit votes on a Chapter 11 plan. The Equity Committee’s motion is scheduled to be heard by the Bankruptcy Court on
February 16, 2021. The Company has significant concerns with the feasibility of the Atlantic Park Proposal and has concluded that at this time the
transactions contemplated under the Atlantic Park Proposal are not reasonably likely to lead to a higher and better alternative plan of reorganization as
compared to the Plan.
Plan Support Agreement and Equity Backstop Commitment Agreement
On the Petition Date, certain of the Debtors also entered into the Stalking Horse Purchase Agreement with the Stalking Horse Bidder, pursuant to
which the Stalking Horse Bidder agreed to purchase, subject to the terms and conditions contained therein, substantially all of the assets of the Debtors. The
Stalking Horse Purchase Agreement constituted a “stalking horse” bid that was subject to higher and better offers by third parties in accordance with the
bidding procedures approved by the Bidding Procedures Order. The Bidding Procedures Order permitted third parties to submit competing proposals for
the purchase and/or reorganization of the Debtors and approved stalking horse protections for the Stalking Horse Bidder.In accordance with the Bidding
Procedures Order, the Debtors held an auction (the “Auction”) at which they solicited and received higher and better offers from KPS and from a
consortium made up of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master
Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P., or affiliates thereof (collectively, the “OWJ Group”). In addition to the bids
received at the Auction from KPS and the OWJ Group, the Debtors also received a transaction proposal in parallel from Centerbridge Partners, L.P.,
Oaktree Capital Management, L.P., Honeywell International Inc. and certain other investors and parties (collectively, the “CO Group”). The Auction was
completed on January 8, 2021, at which point the Debtors filed with the Bankruptcy Court (i) an auction notice noting that a bid received from KPS was the
successful bid at the Auction but that the Debtors were still considering the proposal from the CO Group, (ii) a plan of reorganization (as may be amended,
restated, supplemented or otherwise modified from time to time, the “Plan”) and (iii) a related disclosure statement (as may be amended, restated,
supplemented or otherwise modified from time to time, the “Disclosure Statement”).
On January 11, 2021, the Debtors, having determined that the proposal from the CO Group was a higher and better proposal than the successful bid
of KPS at the Auction, entered into the PSA and announced their intention to pursue the Transaction. As a result of the entry into the PSA, (i) the Debtors
filed a supplemental auction notice with the Bankruptcy Court on January 11, 2021 describing the Debtors’ determination to proceed with the Transaction,
(ii) the Debtors filed a revised Plan and a related revised Disclosure Statement with the Bankruptcy Court on January 22, 2021 to implement the
Transaction and (iii) the Stalking Horse Purchase Agreement became terminable, following which, on January 15, 2021, the Stalking Horse Bidder
terminated the Stalking Horse Purchase Agreement and the Debtors subsequently paid a termination payment of $63 million and an expense reimbursement
payment of $15.7 million to the Stalking Horse Bidder pursuant to the terms of the Stalking Horse Purchase Agreement and the Bidding Procedures Order.
The subsequent payment was recorded in Reorganization items, net in the first quarter of 2021, due to the termination notice by KPS.
84
Under the PSA, the material terms of the Transaction include:
•
•
•
•
•
•
•
Committed direct equity investment in the form of Series A Preferred Stock of the reorganized Company by certain members of the CO
Group in the amount of $1,050.8 million in the aggregate in cash;
A rights offering of the reorganized Company’s Series A Preferred Stock for a maximum aggregate value of $200 million to existing
holders of the Company’s common stock, backstopped by certain members of the CO Group on a fully committed basis;
Holders of shares of the Company’s existing common stock may retain their shares or, at each stockholder’s election (unless such
stockholder is a party to the PSA), receive cash at $6.25 per share in exchange for cancellation of their shares;
Re-listing of the reorganized Company’s common stock on a national securities exchange;
Payment in full of all customer, supplier, trade, vendor, employee, pension, regulatory, environmental and other liabilities of the Debtors
and their worldwide subsidiaries; and
A final global settlement for substantially all claims by Honeywell International Inc. and its affiliates (including spin-off-related claims, but
excluding claims arising under ordinary course business dealings);
Committed debt financing for the reorganized Debtors upon Emergence, estimated to be approximately $1,100 million at Emergence.
The PSA contains customary representations, warranties and covenants. The PSA is subject to certain termination events, subject to certain
exceptions, including (a) the breach by any party of any of the representations, warranties, covenants, obligations or commitments set forth therein, where
such breach would materially and adversely interfere with the Transaction and remains uncured; (b) the issuance by any governmental authority of an order
that would have an adverse effect on a material provision of the PSA or a material portion of the Transaction or the Plan or a material adverse effect on the
Debtors’ business; (c) an examiner, trustee or receiver is appointed in the Chapter 11 Cases; (d) conversion of one or more of the Chapter 11 Cases to cases
under Chapter 7 of the Bankruptcy Code or dismissal of any of the Chapter 11 Cases; (e) if any of the restructuring documents after completion (i) contain
terms, conditions, representations, warranties or covenants that are materially inconsistent with the terms of the PSA, (ii) are materially and adversely
amended or modified with respect to the terminating party or (iii) are withdrawn without the consent of the applicable party; (f) if any party proposes,
supports, assists, solicits or files a pleading seeking approval of any alternative transaction without the prior written consent of certain parties; (g) if, on or
after April 19, 2021, the Plan is not filed with the Bankruptcy Court, subject to certain extensions; (h) if the effective date of the Plan has not occurred by
June 30, 2021, subject to certain extensions; (i) if the Bankruptcy Court grants relief that is inconsistent with the PSA in any material respect or that would
materially frustrate the purposes of the PSA; or (j) by the Debtors, if their boards of directors reasonably determine in good faith after receiving the advice
of outside counsel that the Debtors’ continued performance under the PSAs would be inconsistent with the exercise of such boards’ fiduciary duties under
applicable law.
In accordance with the terms of the PSA, on January 22, 2021, the Debtors’ entered into the EBCA with the Equity Backstop Parties, pursuant to
which, among other things, the Company will conduct the Rights Offering and each Equity Backstop Party committed to (i) exercise its rights, as a
stockholder of the Company, to purchase in the Rights Offering shares of the Series A Preferred Stock and (ii) purchase, on a pro rata basis (in accordance
with percentages set forth in the EBCA), shares of Series A Preferred Stock which were offered but not subscribed for in the Rights Offering. The EBCA
provides for the reimbursement by the Debtors of professional fees and expenses and filing fees incurred by the Equity Backstop Parties in connection with
the Chapter 11 Cases in an aggregate amount that, together with and inclusive of amounts to be reimbursed pursuant to the PSA, do not exceed $25 million
prior to Emergence. The EBCA further provides for indemnification by the Debtors of losses, claims, damages, liabilities, costs and expenses incurred by
the Equity Backstop Parties in connection with the Transaction.
The EBCA contains customary representations, warranties and covenants. The EBCA is subject to certain termination events, including, without
limitation, (a) by mutual agreement of the parties, (b) by the Company following an uncured breach of a representation, warranty or covenant in the EBCA
by an Equity Backstop Party, or (c) by the Equity Backstop Parties constituting each of Centerbridge, Oaktree and a number of the other Equity Backstop
Parties holding at least a majority of the rights to purchase Series A Preferred Stock pursuant to the PSA (excluding any such rights held by Centerbridge
and Oaktree) following an uncured breach by the Debtors of a representation, warranty or covenant in the EBCA. The EBCA will automatically terminate
if the Plan Support Agreement terminates with respect to the rights and obligations of the Debtors prior to the occurrence of the effective date of the Plan in
accordance with its terms.
On February 15, 2021, the Debtors and the CO Group agreed with certain of the Consenting Lenders to amend and restate the PSA so as to, among
other things, add certain of the Consenting Lenders as parties thereto supporting the
85
Plan. The PSA provides for the reimbursement by the Debtors of professional fees and expenses of the CO Group and certain of the Consenting Lenders,
subject to an interim cap on certain expenses of $25 million prior to Emergence and with the balance to be paid at Emergence. As of February 15, 2021, the
CO Group estimated that the aggregate amount of professional fees and expenses expected to be payable by the Debtors under the PSA (inclusive of any
amounts payable prior to Emergence) was approximately $82 million.
The Debtors’ entry into and performance and obligations under the PSA and the ECBA are subject to approval by the Bankruptcy Court and other
customary closing conditions. On February 9, 2021, the Equity Committee filed an objection to the Debtors’ motion seeking authority to enter into and
perform under the PSA and the ECBA. A hearing on the matter is scheduled to take place in the Bankruptcy Court on February 16, 2021. There can be no
assurances that the Debtors will obtain the approval of the Bankruptcy Court and complete the Transaction.
Restructuring Support Agreement
On the Petition Date, the Debtors entered into a Restructuring Support Agreement (as amended, restated, supplemented or otherwise modified from
time to time, the “RSA”) with consenting lenders (the “Consenting Lenders”) holding, in the aggregate, approximately 61% of the aggregate outstanding
principal amount of loans under the Prepetition Credit Agreement. Pursuant to the RSA, the Consenting Lenders and the Debtors agreed to the principal
terms of a financial restructuring, which will be implemented through a plan of reorganization under the Bankruptcy Code and which could include the sale
of all or substantially all of the assets of certain Debtors and of the stock of certain Debtors and other subsidiaries, as further described below. On January
6, 2021, the Debtors and Consenting Lenders holding no less than a majority of the aggregate outstanding principal amount of loans under the Prepetition
Credit Agreement then held by all Consenting Lenders entered into Amendment No. 1 to the Restructuring Support Agreement (the “Amendment”), which,
among other things, extended certain milestones contained in the RSA.
The RSA provides that the Consenting Lenders will support the Debtors’ restructuring efforts, including the approval of the Plan, as set forth in,
and subject to the terms and conditions of, the RSA. In addition, the Consenting Lenders agreed to the Debtors’ entry into the DIP Term Loan Facility (as
defined below) discussed below.
The RSA provides certain milestones for the Chapter 11 Cases. Failure of the Debtors to satisfy these milestones without a waiver or consensual
amendment would provide the Requisite Consenting Lenders a termination right under the RSA. These milestones, as modified from time to time,
include (a) no later than February 22, 2021, (i) the hearing to approve the Disclosure Statement shall have occurred and (ii) the Bankruptcy Court shall
have entered an order approving the Disclosure Statement on a final basis, which shall be in form and substance reasonably acceptable to the Requisite
Consenting Lenders; (b) no later than April 7, 2021, a hearing shall have occurred for approval of the Plan, and within 2 Business Days thereafter, the
Bankruptcy Court shall have entered the Confirmation Order on a final basis, which shall be in form and substance reasonably acceptable to the Requisite
Consenting Lenders; and (c) no later than April 30, 2021, (i) the Transaction shall have closed and (ii) the Plan Effective Date shall have occurred.
Plan of Reorganization
Under the Bankruptcy Code, the Debtors had the exclusive right to file a plan of reorganization under Chapter 11 through and including 120 days
after the Petition Date, and the Debtors currently have the exclusive right to solicit acceptances of such plan through and including 180 days after the
Petition Date. This deadline may be extended with the approval of the Bankruptcy Court.
As described above, in connection with the Atlantic Park Proposal, the Equity Committee filed a motion with the Bankruptcy Court seeking to
modify the Debtors’ exclusive periods to file and solicit votes on a Chapter 11 plan. The Equity Committee’s motion is scheduled to be heard by the
Bankruptcy Court on February 16, 2021.
Under the absolute priority scheme established by the Bankruptcy Code, unless our creditors agree otherwise, all of our pre-petition liabilities and
post-petition liabilities must be satisfied in full before the holders of our existing common stock can receive any distribution or retain any property under a
plan of reorganization. The ultimate recovery to creditors and/or shareholders, if any, will not be determined until confirmation and implementation of a
plan or plans of reorganization. We can give no assurance that any recovery or distribution of any amount will be made to any of our creditors or
shareholders. A confirmed plan of reorganization could result in any of the holders of our liabilities and/or securities, including our common stock,
receiving no distribution on account of their interests and cancellation of their holdings. Moreover, a plan of reorganization can be confirmed, under the
Bankruptcy Code, even if the holders of our common stock vote against the plan of reorganization and even if the plan of reorganization provides that the
holders of our common stock receive no distribution on account of their equity interests.
86
As described above, the Debtors filed the Plan and Disclosure Statement on January 8, 2021, and filed a revised Plan and revised Disclosure
Statement on January 22, 2021 to implement the Transaction. The Plan has not been confirmed by the Bankruptcy Court and may be supplemented or
revised by the Debtors prior to the confirmation hearing to be held by the Bankruptcy Court. A hearing before the Bankruptcy Court to consider approval
of the Disclosure Statement filed by the Debtors is scheduled for February 16, 2021. On February 9, 2021, the Equity Committee filed an objection to the
approval of the Disclosure Statement, which will be considered at the February 16, 2021 hearing.
Chapter 11 Accounting
The Company has applied ASC 852 in preparing our Consolidated and Combined Financial Statements. ASC 852 requires the financial statements
for periods subsequent to the Petition Date to distinguish transactions and events that are directly associated with the Company's reorganization from the
ongoing operations of the business. Accordingly, revenues, expenses, realized gains and losses, and provisions for losses directly resulting from the
reorganization and restructuring shall be reported separately as Reorganization items, net in the Consolidated Statements of Operations. In addition, the
balance sheet distinguishes pre-petition liabilities subject to compromise from those pre-petition liabilities that are not subject to compromise and post-
petition liabilities. Pre-petition liabilities that are not fully secured or those that have at least a possibility of not being repaid at the allowed claim amount
have been classified as liabilities subject to compromise on the Consolidated Balance Sheet at December 31, 2020.
Under the Bankruptcy Code, the Debtors may assume and assign or reject executory contracts and unexpired leases subject to the approval of the
Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a prepetition breach of such
executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors of performing their future obligations under such executory
contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed
breach subject, in the case of the rejection of unexpired leases of real property, to certain caps on damages. Counterparties to such rejected contracts or
leases may assert unsecured claims in the Bankruptcy Court against the applicable Debtor’s estate for such damages. Generally, the assumption or
assumption and assignment of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory
contract or unexpired lease and provide adequate assurance of future performance thereunder. Accordingly, any description of an executory contract or
unexpired lease with a Debtor in this annual report, including where applicable a quantification of the Company’s obligations under any such executory
contract or unexpired lease with a Debtor is qualified by any overriding rejection rights the Company has under the Bankruptcy Code.
Reorganization Items, Net
The Debtors have incurred and will continue to incur significant costs associated with the reorganization, including the write-off of original issue
discount and deferred long-term debt fees on debt, a component of liabilities subject to compromise, costs of debtor-in-possession financing and legal and
professional fees. The amount of these charges, which since the Petition Date are being expensed as incurred, are expected to significantly affect the
Company’s results of operations. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as
Reorganization items, net within the Company's Consolidated Statements of Operations for the twelve months ended December 31, 2020.
Reorganization items, net are comprised of the following for the twelve months ended December 31, 2020:
Advisor fees
DIP Financing fees
Write-off of pre-petition unamortized debt issuance costs
Other
Total reorganization items, net
Twelve Months
Ended
December 31,
2020
$
$
55
13
6
(1)
73
Debt during Chapter 11 Cases
See note 16, Long-term Debt and Credit Agreements for further discussion of the DIP facilities and the pre-petition long term debt.
87
Financial Statement Classification of Liabilities Subject to Compromise
As a result of the Chapter 11 Cases, the payment of pre-petition liabilities is generally subject to compromise pursuant to a plan of reorganization.
Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed. Although payment of pre-petition claims generally
is not permitted, the Bankruptcy Court granted the Debtors authority to pay certain pre-petition claims in designated categories and subject to certain terms
and conditions. This relief generally was designed to preserve the value of the Debtors’ business and assets. Among other things, the Bankruptcy Court
authorized, but did not require, the Debtors to pay certain pre-petition claims relating to employee wages and benefits, taxes, critical vendors and foreign
vendors. Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed by the Bankruptcy Court,
even if they may be settled for different amounts. The amounts classified as liabilities subject to compromise may be subject to future adjustments
depending on Bankruptcy Court actions, further developments with respect to disputed claims, determination of secured status of certain claims, the
determination as to the value of any collateral securing claims, proof of claims or other events.
The following table presents liabilities subject to compromise as reported in the Consolidated Balance Sheet at December 31, 2020:
Obligations payable to Honeywell (Note 23)
Long-term debt (Note 16)
Accounts payable
Pension, compensation, benefit and other employee related
Uncertain tax positions and deferred taxes
Advanced discounts from suppliers
Lease liability (Note 17)
Freight Accrual
Product warranties and performance guarantees
Other
Total liabilities subject to compromise
December 31,
2020
1,482
429
82
92
69
33
19
27
16
41
2,290
$
$
Determination of the value at which liabilities will ultimately be settled cannot be made until the Bankruptcy Court approves the plan of
reorganization. We will continue to evaluate the amount and classification of our pre-petition liabilities. Any additional liabilities that are subject to
compromise will be recognized accordingly, and the aggregate amount of liabilities subject to compromise may change.
Potential Claims
On November 3, 2020, the Debtors filed with the Bankruptcy Court schedules and statements for Garrett Motion Holdings Inc., Garrett ASASCO
Inc. and Garrett Motion Holdings II Inc. (collectively, the “Initial Reporting Debtors”), setting forth, among other things, the assets and liabilities of each of
the Initial Reporting Debtors, subject to the assumptions filed in connection therewith. On December 18, 2020, the Debtors filed with the Bankruptcy Court
schedules and statements for each of the remaining Debtors, setting forth, among other things, the assets and liabilities of each of the remaining Debtors,
subject to the assumptions filed in connection therewith. These schedules and statements are subject to further amendment or modification. As part of the
Chapter 11 Cases, parties believing that they have claims or causes of action against the Debtors may file proofs of claim evidencing such claims. On
November 4, 2020, the Bankruptcy Court entered an order requiring that certain holders of pre-petition claims that are not governmental units file proofs of
claim with respect to claims against the Initial Reporting Debtors by the deadline for general claims against the Sellers, which was December 18, 2020 at
4:00pm Eastern Time. On December 15, 2020, the Bankruptcy Court entered an order requiring that certain holders of pre-petition claims that are not
governmental units file proofs of claim with respect to claims against the remaining Debtors by the deadline for general claims against the remaining
Debtors, which is March 1, 2021 at 4:00pm Eastern Time. On December 17, 2020, the Bankruptcy Court entered an order requiring that holders of pre-
petition claims arising from the purchase or sale of our common stock file proofs of claim with respect to such claims by March 1, 2021 at 4:00pm Eastern
Time.
88
The Debtors' have received 1,326 proofs of claim as of February 8, 2021, for an amount of approximately $146 billion. Such amount includes
duplicate claims across multiple debtor legal entities. As claims are filed against the Debtors, the claims will be reconciled to amounts recorded in the
Company's accounting records. Differences in amounts recorded and claims filed by creditors will be investigated and resolved, including through the filing
of objections with the Bankruptcy Court, where appropriate. In addition, the Company may ask the Bankruptcy Court to disallow claims that the Company
believes are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In light of the
substantial number of claims already filed, and expected to be filed, the claims resolution process may take considerable time to complete and may
continue after the Debtors emerge from bankruptcy. As of February 10, 2021 the Company’s assessment of the validity of claims received has not been
completed.
Automatic Stay
Subject to certain specific exceptions under the Bankruptcy Code, the commencement of the Chapter 11 Cases automatically stayed most judicial or
administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims.
Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement in accordance with the
Bankruptcy Code.
Condensed Combined Debtor Only Financial Information
The financial statements below represent the condensed combined financial statements of the Debtors as of and for the twelve months ended
December 31, 2020. Any entities which are non-debtor entities, are not included in these condensed combined financial statements. Intercompany
transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the
non-debtor entities have not been eliminated in the Debtors’ financial statements.
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Other expense, net
Interest expense
Non-operating (income) expense
Reorganization items, net
Income before taxes
Tax expense
Net income
89
For the Twelve
Months Ended
December 31,
2020
2,273
1,863
410
252
45
80
(152)
73
112
3
109
$
$
$
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Accounts, notes and other receivables – net
Accounts and other receivables from non-debtor affiliates
Inventories – net
Other current assets
Total current assets
Investments and long-term receivables
Investment in subsidiaries
Property, plant and equipment – net
Goodwill
Deferred income taxes
Other assets
Total assets
LIABILITIES
Current liabilities:
Accounts payable
Borrowings under revolving credit facility
Current maturities of long-term debt
Debtor-in-possession Term Loan
Obligations payable to Honeywell, current
Accrued liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Obligations payable to Honeywell
Other liabilities
Total liabilities not subject to compromise
Liabilities subject to compromise
External
With non-debtor affiliates
Total liabilities subject to compromise
Total liabilities
COMMITMENTS AND CONTINGENCIES (Note 23)
EQUITY (DEFICIT)
Total deficit attributable to the Debtors
Total liabilities and deficit
90
December 31,
2020
(Dollars in
millions)
$
$
$
$
$
$
$
516
30
430
240
166
91
1,473
6
883
319
193
236
93
3,203
497
370
—
200
—
106
1,173
1,082
—
—
22
2,277
—
2,290
528
2,818
5,095
(1,892)
3,203
For the Twelve
Months Ended
December 31,
2020
(Dollars in
millions)
Cash Flows from operating activities:
Net cash used for operating activities
Cash Flows from investing activities:
Expenditures for property, plant and equipment
Other
Net cash used for investing activities
Cash Flows from financing activities:
Proceeds from debtor-in-possession financing
Proceeds from revolving credit facility
Payments of revolving credit facility
Payments of long-term debt
Debtor-in-possession financing fees
Other
Net cash provided by financing activities
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash
Cash and cash equivalents at beginning of period
Cash, cash equivalents and restricted cash at end of period
$
$
$
15
(39)
5
(34)
200
1,437
(1,088)
(2)
(13)
—
534
30
545
1
546
Note 3. Summary of Significant Accounting Policies
Principles of Consolidation and Combination— For the periods subsequent to the Spin-Off, the Consolidated and Combined Financial Statements
include the accounts of Garrett Motion Inc. and all of its subsidiaries in which a controlling financial interest is maintained. We consolidate entities that we
control due to ownership of a majority voting interest, and we consolidate variable interest entities (“VIEs”) when we have variable interests and are the
primary beneficiary. Our consolidation policy requires equity investments that we exercise significant influence over but in which we do not have a
controlling financial interest to be accounted for using the equity method. Investments through which we are not able to exercise significant influence over
the investee and which we do not have readily determinable fair values are accounted for under the cost method. All intercompany transactions and
balances are eliminated in consolidation.
For the periods prior to the Spin-Off, the Consolidated and Combined Financial Statements were prepared on a stand-alone basis and include our
business units and wholly owned direct and indirect subsidiaries and entities in which we had a controlling financial interest.
Cash and Cash Equivalents—Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three
months or less.
Restricted Cash—Restricted cash primarily consists of bank deposits used to pledge as collateral in order to be able to issue bank notes as payment
to certain suppliers in the Asia Pacific region (refer to Note 9. Factoring and Notes Receivable) as well as provide access to a traditional supplier payable
program involving certain of our suppliers and a third-party financial institution.
91
Trade Receivables and Allowance for Doubtful Accounts—Trade accounts receivable are recorded at the invoiced amount as a result of
transactions with customers. Garrett maintains allowances for doubtful accounts for estimated losses as a result of a customer’s inability to make required
payments. As of January 1, 2020, Garrett adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments. The new guidance requires an entity to recognize as an allowance its estimate of lifetime expected credit losses rather than incurred
losses. The guidance is also applicable to contract assets such as unbilled receivables. Consistent with the new guidance, Garrett estimates losses from
doubtful accounts expected over the contractual life of the receivables based on days past due as measured from the contractual due date and collection
history. Garrett also takes into consideration changes in economic conditions that may not be reflected in historical trends (for example, customers in
bankruptcy, liquidation or reorganization). Receivables are written-off against the allowance for doubtful accounts when they are determined uncollectible.
Such determination includes analysis and consideration of the particular conditions of the account, including time intervals since last collection, customer
performance against agreed upon payment plans, solvency of customer and any bankruptcy proceedings.
Transfer of Financial Instruments—Sales and transfers of financial instruments are accounted for under ASC 860, Transfers and Servicing (“ASC
860”). The Company may discount and sell accounts receivables during the normal course of business. These receivables which are transferred to a third
party without recourse to the Company and that meet the criteria of sales accounting as per ASC 860, are excluded from the amounts reported in the
Consolidated Balance Sheets. The cash proceeds received from such sales are included in operating cash flows. The expenses associated with the factoring
of receivables are recorded within Other expense, net in the Consolidated and Combined Statements of Operations.
The Company may also receive bank notes in settlement of accounts receivables, primarily in the Asia Pacific region. Such bank notes are
classified as notes receivables under Accounts, notes and other receivables – net in the Consolidated Balance Sheets. The collections of such bank notes are
included in operating cash flows and any expenses related to discounting these are included within Other expense, net in the Consolidated and Combined
Statements of Operations. The Company can hold the bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third party
financial institutions in exchange for cash.
Inventories—Inventories are stated at the lower of cost, determined on a first-in, first-out basis, including direct material costs and direct and
indirect manufacturing costs, or net realizable value. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues. The
original equipment inventory on hand in excess of forecasted usage and lack of consumption in the previous 12 months is fully reserved, unless the value
of such material is recoverable from either the vendor or the customer.
Property, Plant and Equipment—Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. For financial
reporting, the straight-line method of depreciation is used over the estimated useful lives of 10 to 50 years for buildings and improvements, 2 to 16 years
for machinery and equipment, 3 to 10 years for tooling equipment and 5 to 7 years for software.
Leases—For the periods beginning January 1, 2019, right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term
and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the
commencement date of a lease (the “commencement date”) based on the present value of lease payments over the lease term. We determine if an
arrangement is a lease at inception. Operating leases are included in Other assets, Accrued liabilities, and Other liabilities in our Consolidated Balance
Sheets. No finance leases have been recognized. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the
information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The
operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or
terminate the lease where it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis
over the lease term. Variable lease payments are expensed in the period in which they occur. We have lease agreements with lease and non-lease
components, which are generally accounted for separately. For machinery and equipment, we account for the lease and non-lease components as a single
lease component. We account for short-term leases by recognizing lease payments in net income on a straight-line basis over the lease term and will not
recognize any ROU assets and lease liabilities on the Consolidated Balance Sheet. For the periods prior to January 1, 2019, we accounted for leases in
accordance with ASC 840, Leases (“ASC 840”). Upon commencement of the Chapter 11 Cases, certain pre-petition leases have been reclassified into
liabilities subject to compromise.
92
Goodwill—Goodwill is subject to impairment testing annually, and whenever events or changes in circumstances indicate that the carrying amount
may not be fully recoverable. This testing compares carrying value to fair value of our single reporting unit. The Company recognizes an impairment
charge for the amount by which the carrying value of the reporting unit exceeds the reporting unit´s fair value. However, any impairment should not exceed
the amount of goodwill allocated to the reporting unit. Because we have a single reporting unit with a negative carrying value, no impairment was
recognized.
Warranties and Guarantees—Expected warranty costs for products sold are recognized based on an estimate of the amount that eventually will be
required to settle such obligations. These accruals are based on factors such as past experience, length of the warranty and various other considerations.
Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove
and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated.
These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. For additional information, see
Note 23, Commitments and Contingencies of Notes to Consolidated and Combined Financial Statements.
Sales Recognition—On January 1, 2018, we adopted the FASB´s updated guidance on revenue from contracts with customers, ASC 606 Revenue
from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to contracts that were not completed as of January 1, 2018.
Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be
reported in accordance with our historic accounting.
Product sales are recognized when we transfer control of the promised goods to our customer, which is based on shipping terms. Revenue is
measured as the amount of consideration we expect to receive in exchange for transferring the promised goods.
In the sale of products in the OEM channel, the transaction price for these goods is equal to the agreed price of each unit and represents the
standalone selling price for the unit.
In the sale of products in the aftermarket channel, the terms of a contract or the historical business practice can give rise to variable consideration
due to, but not limited to, discounts and bonuses. We estimate variable consideration at the most likely amount we will receive from customers and reduce
revenues recognized accordingly. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative
revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and
determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all
information (historical, current and forecasted) that is reasonably available to us.
Prior to January 1, 2018, sales were recognized when there was evidence of a sales agreement, the delivery of goods had occurred, the sales price
was fixed or determinable and the collectability of revenue was reasonably assured. Sales were generally recorded upon shipment of product to customers
and transfer of title under standard commercial terms. Sales incentives and allowances were recognized as a reduction to revenue at the time of the related
sale. In addition, payments made to customers were generally recognized as a reduction to revenue at the time these payments are made or committed to the
customers.
Research and Development—Garrett conducts research and development (“R&D”) activities, which consist primarily of the development of new
products and product applications. R&D costs are charged to expense as incurred. Such costs are included in Cost of goods sold of $111 million, $129
million and $128 million, for the years ended December 31, 2020, 2019 and 2018 respectively. Additionally, the Company incurs engineering-related
expenses which are also included in Cost of goods sold of $13 million, $5 million and $10 million for the years ended December 31, 2020, 2019 and 2018.
Asbestos-Related Contingencies and Insurance Recoveries—Honeywell is subject to certain asbestos-related and environmental-related liabilities,
primarily related to its legacy Bendix business. In conjunction with the Spin-Off, certain operations that were part of the Bendix business, along with the
ownership of the Bendix trademark, as well as certain operations that were part of other legacy elements of the Business, were transferred to us. The
accounting for the majority of our asbestos-related liability payments and accounts payable reflect the terms of the indemnification and reimbursement
agreement with Honeywell entered into on September 12, 2018 (the “Honeywell Indemnity Agreement”), under which Garrett ASASCO is required to
make payments to Honeywell in amounts equal to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the
Bendix business in the United States, as well as certain environmental-related liability payments and accounts payable and non-United States
93
asbestos-related liability payments and accounts payable, in each case related to legacy elements of the Business, including the legal costs of defending and
resolving such liabilities, less 90% of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities.
The Honeywell Indemnity Agreement provides that the agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the
third consecutive year during which certain amounts owed to Honeywell during each such year were less than $25 million as converted into Euros in
accordance with the terms of the agreement.
Under the terms of the PSA and the Transaction, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with Honeywell
providing for (a) the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Indemnity Agreements and the Tax
Matters Agreement and (b) the dismissal with prejudice of the Honeywell Litigation in exchange for (x) a $375 million cash payment at Emergence and (y)
the Series B Preferred Stock. The Company will have the option to prepay the Series B Preferred Stock in full at any time at a call price equivalent to $584
million as of Emergence (representing the present value of the installments at a 7.25% discount rate). The Company will also have the option to make a
partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time within 18 months of Emergence. In every case the
duration of future liabilities to Honeywell will be reduced from 30 years prior to the Chapter 11 filing to a maximum of nine years.
The Debtors’ entry into and performance under the PSA and the terms of the PSA, the Transaction and the Plan remain subject to approval by the
Bankruptcy Court. On February 9, 2021, the Equity Committee filed an objection to the Debtors’ motion seeking authority to enter into and perform under
the PSA and the ECBA. A hearing on the matter is scheduled to take place in the Bankruptcy Court on February 16, 2021. There can be no assurances that
the Debtors will obtain the approval of the Bankruptcy Court and complete the Transaction.
For additional information, see Note 23, Commitments and Contingencies of Notes to Consolidated and Combined Financial Statements.
Stock-Based Compensation Plans—The principal awards issued under our stock-based compensation plans, which are described in Note 21,
Stock-Based Compensation, are restricted stock units. The cost for such awards is measured at the grant date based on the fair value of the award. The
value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods (generally the vesting period
of the equity award) and is included in Selling, general and administrative expenses in the Consolidated and Combined Statements of Operations.
Forfeitures are estimated at the time of grant to recognize expense for those awards that are expected to vest and are based on our historical forfeiture rates
under our Former Parent´s plans.
For periods prior to the Spin-Off, certain employees within the Business participated in stock-based compensation plans sponsored by the Former
Parent. The Former Parent’s stock-based compensation plans primarily include incentive compensation plans. Awards granted under the plans consist of
stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) and are based on the Former Parent’s common shares and, as such, are
reflected in Invested deficit within the Consolidated and Combined Statements of Equity (Deficit).
Pension Benefits—Following the Spin-Off, we sponsor defined benefit pension plans covering certain employees, primarily in Switzerland, the
U.S. and Ireland. For such plans, we are required to disaggregate the service cost component of net benefit costs and report those costs in the same line item
or items in the Consolidated and Combined Statements of Operations as other compensation costs arising from services rendered by the pertinent
employees during the period. The other nonservice components of net benefit costs are required to be presented separately from the service cost
component. We record the service cost component of Pension ongoing (income) expense in Cost of goods sold or Selling, general and administrative
expenses. The remaining components of net benefit costs within Pension ongoing (income) expense, primarily interest costs and assumed return on plan
assets, are recorded in Non-operating expense (income). We recognize net actuarial gains or losses in excess of 10% of the greater of the fair value of plan
assets or the plans’ projected benefit obligation (the corridor) annually in the fourth quarter each year (“MTM Adjustment”). The MTM Adjustment is
recorded in Non-operating expense (income).
For periods prior to the Spin-Off, we sponsored a defined benefit pension plan covering certain employees in Ireland. Additionally, certain Garrett
employees participated in defined benefit pension plans (the “Shared Plans”) sponsored by Honeywell which includes participants of other Honeywell
subsidiaries and operations. We accounted for our participation in the Shared Plans as a multiemployer benefit plan. Accordingly, we did not record an
asset or liability to recognize the funded status of the Shared Plans. The related pension expense was based on annual service cost of active Garrett
participants and reported within Cost of goods sold in the Consolidated and Combined Statements
94
of Operations. The pension expense specifically identified for the active Garrett participants in the Shared Plans for the year ended December 31, 2018 was
$5 million.
Foreign Currency Translation—Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S.
Dollars are translated into U.S. Dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect
during the year. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive income (loss).
Derivative Financial Instruments—We minimize our risks from foreign currency exchange rate fluctuations through our normal operating and
financing activities and, when deemed appropriate through the use of derivative financial instruments. Derivative financial instruments are used to manage
risk and are not used for trading or other speculative purposes. Derivative financial instruments that qualify for hedge accounting must be designated and
effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be
highly correlated with changes in fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.
All derivatives are recorded on the balance sheet as assets or liabilities and measured at fair value. For derivatives designated as cash flow hedges,
the effective portion of the changes in fair value of the derivatives are recorded in Accumulated other comprehensive income (loss) and subsequently
recognized in earnings when the hedged items impact earnings. Cash flows of such derivative financial instruments are classified consistent with the
underlying hedged item.
On September 27, 2018, we early adopted the new accounting guidance contained in ASU 2017-12 on a modified retrospective approach. The new
standard is intended to improve and simplify rules relating to hedge accounting, including the elimination of periodic hedge ineffectiveness, recognition of
components excluded from hedge effectiveness assessment, the ability to elect to perform subsequent effectiveness assessments qualitatively, and other
provisions designed to provide more transparency around the economics of a company’s hedging strategy.
Income Taxes—We account for income taxes pursuant to the asset and liability method which requires us to recognize current tax liabilities or
receivables for the amount of taxes we estimate are payable or refundable for the current year and deferred tax assets and liabilities for the expected future
tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and
liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than
not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible.
Prior to the Spin-Off, the tax provision was presented on a separate company basis as if we were a separate filer. The effects of tax adjustments and
settlements from taxing authorities are presented in our Consolidated and Combined Financial Statements in the period to which they relate as if we were a
separate filer. Our current obligations for taxes were settled with our Former Parent on an estimated basis and adjusted in later periods as appropriate. All
income taxes due to or due from our Former Parent that have not been settled or recovered by the end of the period are reflected in Invested deficit within
the Consolidated and Combined Financial Statements. We are subject to income tax in the United States (federal, state and local) as well as other
jurisdictions in which we operate. The tax provision was calculated as if the Business was operating on a stand-alone basis and filed separate tax returns in
the jurisdiction in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the actual tax balances
prior to or subsequent to the Spin-Off.
Earnings per share—Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share
is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. On October 1, 2018, the
date of consummation of the Spin-Off, 74,070,852 shares of the Company’s Common Stock were distributed to Honeywell stockholders of record as of
September 18, 2018 who held their shares through the Distribution Date. Basic and diluted EPS for all periods prior to the Spin-Off reflect the number of
distributed shares, or 74,070,852 shares. For 2018, the distributed shares were treated as issued and outstanding from January 1, 2018 for purposes of
calculating historical basic earnings per share. Basic and
95
diluted weighted average of common shares outstanding for the years ended December 31, 2020, 2019 and 2018 were 75,543,461, 74,602,868 and
74,059,240 and 76,100,509, 75,934,373 and 74,402,148, respectively.
Use of Estimates—The preparation of the Consolidated and Combined Financial Statements in conformity with U.S. GAAP requires management
to make estimates and assumptions that affect the reported amounts in the Consolidated and Combined Financial Statements and related disclosures in the
accompanying notes. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of changes are
reflected in the Consolidated and Combined Financial Statements in the period they are determined to be necessary.
In connection with the filing of the Chapter 11 Cases on the Petition Date, the Consolidated and Combined Financial Statements included herein
have been prepared in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 852,
Reorganizations. See Note 2, Reorganization and Chapter 11 Proceedings, of the Consolidated and Combined Financial Statements for further details.
Liabilities Subject to Compromise—Liabilities subject to compromise include pre-petition liabilities that are unsecured, under-secured or where it
cannot be determined that the liabilities are fully secured. Liabilities that may be affected by a plan of reorganization must be reported at the amounts
expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts as a result of the plan of reorganization or negotiations with
creditors. If there is uncertainty about whether a secured claim is undersecured, or will be impaired under the plan of reorganization, the entire amount of
the claim is included with prepetition claims in liabilities subject to compromise.
Reorganization Items, Net— Effective on September 20,2020, we began to apply the provisions of accounting Standards Codification (“ASC”)
852, Reorganizations, which is applicable to companies under bankruptcy protection, and requires amendments to the presentation of key financial
statement line items. ASC 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Cases distinguish transactions
and events that are directly associated with the reorganization from the ongoing operations of the business. Revenues, expenses, realized gains and losses,
and provisions for losses that can be directly associated with the reorganization and restructuring of the business must be reported separately as
reorganization items, net in the consolidated statements of operations beginning September 20, 2020.
Recently Adopted Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure
Requirements for Fair Value Measurement, which amends certain disclosure requirements related to fair value measures. The guidance is effective for
fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Effective January 1, 2020, the Company adopted the new
guidance. The adoption did not have an impact on our Consolidated Balance Sheets, Consolidated and Combined Statements of Operations and related
Notes to the Consolidated and Combined Financial Statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, which requires measurement and recognition of expected credit losses for financial assets held. The guidance is effective for fiscal years
beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. Adoption of the new standard resulted in
an increase in the allowance for doubtful accounts of $5 million which was recognized as a cumulative-effect adjustment to opening retained earnings as of
January 1, 2020.
In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits Defined Benefit Plans – General (Subtopic 715-20), which
amends certain disclosure requirements related to the defined benefit pension and other postretirement plans. The guidance is effective for fiscal years
beginning after December 15, 2020, including interim periods within that fiscal year. Early adoption is permitted. Adoption of the new guidance did not
have a material impact on the Company’s disclosures.
96
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial
Reporting, provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships,
and other transactions affected by reference rate reform. The amendments in this Update apply only to contracts, hedging relationships, and other
transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions
provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022,
except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through
the end of the hedging relationship. We are currently evaluating the impact of the guidance related to certain existing debt agreements on our Consolidated
and Combined Financial Statements.
There are no other recently issued, but not yet adopted, accounting pronouncements which are expected to have a material impact on the
Company’s Consolidated and Combined Financial Statements and related disclosures.
Note 4. Revenue Recognition and Contracts with Customers
The Company generates revenue through the sale of products to customers in the OEM and aftermarket channels. OEM and aftermarket contracts
generally include scheduling agreements that stipulate the pricing and delivery terms that identify the quantity and timing of the product to be transferred.
Revenue recognition under ASC 606 is generally consistent with the previous standard, with the exception of how we account for payments made
to customers in conjunction with future business. Historically these payments were recognized as a reduction of revenue at the time the payments were
made. Under ASC 606, these payments result in deferred reductions to revenue that are subsequently recognized when the products are delivered to the
customer. The Company evaluates the amounts capitalized each period end for recoverability and expenses any amounts that are no longer expected to be
recovered over the term of the business arrangement. These payments are recorded in Other current assets and Other assets in our Consolidated Balance
Sheets.
Disaggregated Revenue
For Net sales by region (determined based on country of shipment) and channel, refer to Note 26, Concentrations.
We recognize virtually all of our revenues arising from performance obligations at a point in time. Less than 1% of our revenue is satisfied over
time.
Contract Balances
The timing of revenue recognition, billings and cash collections results in unbilled receivables (contract assets) and billed accounts receivable,
reported in Accounts, notes and other receivables – net, and customer advances and deposits (contract liabilities), reported in Accrued Liabilities, on the
Consolidated Balance Sheets. Contract assets arise when the timing of cash collected from customers differs from the timing of revenue recognition.
Contract assets are recognized when the revenue associated with the contract is recognized prior to billing and derecognized once invoiced in accordance
with the terms of the contract. Contract liabilities are recorded in scenarios where we enter into arrangements where customers are contractually obligated
to remit cash payments in advance of us satisfying performance obligations and recognizing revenue. Contract liabilities are generally derecognized when
revenue is recognized.
These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.
97
The following table summarizes our contract assets and liabilities balances:
Contract assets—January 1
Contract assets—December 31
Change in contract assets—Increase/(Decrease)
Contract liabilities—January 1
Contract liabilities—December 31
Change in contract liabilities—(Increase)/Decrease
$
$
$
2020
6
61
55
(3)
(2)
1
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account. A
contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is
satisfied. For product sales, typically each product sold to a customer represents a distinct performance obligation.
Virtually all of our performance obligations are satisfied as of a point in time. Performance obligations are supported by contracts with customers,
providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is
typically indicated by the terms of the contract. All performance obligations are expected to be satisfied within one year, with substantially all performance
obligations being satisfied within a month.
The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment, with cash advances
(contract liabilities) and unbilled receivables (contract assets) being settled within 3 months. For some contracts, we may be entitled to receive an advance
payment.
We have applied the practical expedient to not disclose the value of remaining performance obligations for contracts with an original expected term
of one year or less.
Note 5. Other Expense, Net
Indemnification related — post Spin-Off
Indemnification related — litigation
Asbestos related, net of probable insurance
recoveries
Environmental remediation, non-active sites
Factoring and notes receivables discount fees
Note 6. Non-Operating (Income) Expense
Equity income of affiliated companies
Interest income
Pension (income) expense — non service
Foreign exchange
Others, net
2020
Years Ended December 31,
2019
2018
41 $
3 $
—
1
1
46 $
28 $
11 $
—
—
1
40 $
2020
Years Ended December 31,
2019
2018
(5) $
(3)
5
(35)
—
(38) $
(6) $
(7)
8
13
—
8 $
(16)
—
131
5
—
120
(5)
(7)
2
6
(4)
(8)
$
$
$
$
$
98
Note 7. Income Taxes
The sources of income (loss) from continuing operations, before income taxes, classified between domestic entities and those entities domiciled
outside of the U.S., are as follows:
Income before taxes
Domestic entities
Entities outside the U.S.
Tax expense (benefit)
Tax expense (benefit) consists of:
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
2020
Years Ended December 31,
2019
2018
(87) $
206
119 $
(54) $
400
346 $
(99)
495
396
2020
Years Ended December 31,
2019
2018
3 $
1
69
73 $
—
—
(34)
(34) $
39 $
9 $
1
64
74 $
2
—
(43)
(41) $
33 $
7
1
113
121
(8)
—
(923)
(931)
(810)
$
$
$
$
$
$
The U.S. federal statutory income tax rate is reconciled to our effective income tax rate as follows:
U.S. federal statutory income tax rate
Taxes on non-U.S. earnings different from U.S. tax
Reserves for tax contingencies
Non-deductible and permanent items
Withholding and other taxes on foreign earnings
Tax law changes
Changes in valuation allowance
All other items
2020
Years Ended December 31,
2019
2018
21.0%
(6.5)%
15.9%
7.1%
(14.7)%
—
10.5%
(0.5)%
32.8%
21.0%
(2.3)%
2.5%
1.7%
4.4%
(17.3)%
0.5%
(1.0)%
9.5%
21.0%
(7.7)%
4.1%
6.0%
(231.6)%
—
5.3%
(1.6)%
-204.5%
The effective tax rate increased by 23.3 percentage points in 2020 compared to 2019. The increase was primarily attributable to the absence of tax
benefits related to the remeasurement of deferred tax assets and liabilities for tax law changes enacted during 2019, higher tax expense because of
nondeductible costs incurred in connection with the Chapter 11 Cases, the resolution of tax audits and an increase in losses for jurisdictions where we do
not expect to generate future tax benefits from such losses. The increase in the effective tax rate was also impacted by overall lower earnings compared to
2019 because of the adverse impacts of COVID-19, partially offset by tax benefits from lower withholding taxes on non-US earnings.
The effective tax rate increased by 214.0 percentage points in 2019 compared to 2018. The increase was primarily attributable to the absence of
approximately $910 million of non-recurring tax benefits in 2018 because of a reduction in withholding taxes incurred as part of an internal restructuring of
Garrett’s business in advance of the Spin-Off. The
99
increase was partially offset by approximately $60 million of tax benefits related to the remeasurement of deferred tax assets and liabilities for tax law
changes enacted during the year, primarily in Switzerland.
Deferred tax assets (liabilities)
The tax effects of temporary differences and tax carryforwards which give rise to future income tax benefits and payables are as follows:
Deferred tax assets:
Intangibles and fixed assets
Pension
Accruals and reserves
Net operating losses and other tax attribute
carryforwards
Outside basis differences
Other
Total Deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Outside basis differences
Other
Total deferred tax liabilities
Net deferred tax asset
December 31,
2020
2019
$
$
$
$
202 $
18
32
35
11
29
327
(34)
293 $
(30) $
(15)
(45)
248 $
205
12
30
27
17
23
314
(27)
287
(49)
(21)
(70)
217
As of December 31, 2020, the Company had gross net operating loss carryforwards of approximately $132 million with the majority in the below
jurisdictions.
Brazil
Luxembourg
Switzerland
Expiration
Period
Jurisdiction
Indefinite
2037
2027
Net Operating
Loss
Carryforwards
53
$
36
30
119
$
We maintain a valuation allowance of $34 million against a portion of the non-U.S. total deferred tax assets. In the event we determine that we will
not be able to realize our net deferred tax assets in the future, we will reduce such amounts through an increase to tax expense in the period such
determination is made. Conversely, if we determine that we will be able to realize net deferred tax assets in excess of the carrying amounts, we will
decrease the recorded valuation allowance through a reduction to tax expense in the period that such determination is made. Our balance sheets present a
deferred tax asset of $275 million and a deferred tax liability of $27 million after taking into account jurisdictional netting. As of December 31, 2020, $25
million of the deferred tax liability balance were reclassified to Liabilities subject to compromise. For more information, refer to Note 2, Reorganization
and Chapter 11 Proceedings.
The Company does not intend to permanently reinvest the undistributed earnings of its foreign subsidiaries and has recorded a deferred tax liability
mainly consisting of withholding taxes of approximately $13 million as of December 31, 2020.
100
The following table summarizes the activity related to the Company’s uncertain tax positions (excluding interest and penalties and related tax
attributes):
Change in unrecognized tax benefits:
Balance at beginning of year
Gross increases related to current period tax
positions
Gross increases related to prior periods tax
positions
Gross decreases related to prior periods tax
positions
Decrease related to resolutions of audits with tax
authorities
Expiration of the statute of limitations for the
assessment of taxes
Potential Indemnifications to Honeywell for US
and foreign taxes as contractually obligated in
connection with Tax Matters Agreement
Foreign currency translation
2020
2019
2018
$
54 $
48 $
100
8
6
—
(7)
(2)
—
1
60 $
8
—
—
—
(2)
—
—
54 $
19
9
(8)
—
—
(71)
(1)
48
Balance at end of year
$
As of December 31, 2020, 2019, and 2018 there were $60 million, $54 million, and $48 million, respectively, of unrecognized tax benefits that, if
recognized, would be recorded as a component of Tax expense.
Estimated interest and penalties related to uncertain tax benefits are classified as a component of tax expense in the Consolidated and Combined
Statements of Operations and totaled $5 million of expense, $3 million of expense and $2 million of income for the years ended December 31, 2020, 2019,
and 2018, respectively. Accrued interest and penalties were $29 million, $26 million, and $23 million, as of December 31, 2020, 2019, and 2018,
respectively.
We are currently under audit in a few jurisdictions for tax years ranging from 2006 through 2017. Based on the outcome of these examinations, or
as a result of the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that certain unrecognized tax benefits for tax
positions taken on previously filed tax returns will materially change from those recorded as liabilities in our financial statements.
Note 8. Accounts, Notes and Other Receivables—Net
Trade receivables
Notes receivables
Other receivables
Less—Allowance for expected credit losses
December 31,
2020
December 31,
2019
$
$
$
625 $
152
77
854 $
(13)
841 $
574
68
69
711
(4)
707
Trade receivables include $61 million and $4 million of unbilled balances as of December 31, 2020 and 2019, respectively.
101
Note 9. Factoring and Notes Receivables
The Company entered into arrangements with financial institutions to sell eligible trade receivables. For the years ended December 31, 2020 and
December 31, 2019, the Company sold $473 million and $27 million of eligible receivables, respectively, without recourse, and accounted for these
arrangements as a true sale.
The Company also received guaranteed bank notes without recourse, in settlement of accounts receivables, primarily in the Asia Pacific region. The
Company can hold the bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third party financial institutions in
exchange for cash. For the years ended December 31, 2020 and December 31, 2019, the Company sold $160 million and $105 million of bank notes,
respectively, without recourse, and accounted for these as true sales. As of December 31, 2020, the Company has pledged as collateral $18 million of
guaranteed bank notes which have not been sold in order to be able to issue bank notes as payment to certain suppliers. Such pledged amounts are included
as Notes receivables in Accounts, notes and other receivables – Net (Note 8).
Note 10. Inventories—Net
Raw materials
Work in process
Finished products
Less—Reserves
Note 11. Other Current assets
Prepaid expenses
Taxes receivable
Advanced discounts to customers, current
Customer reimbursable engineering
Other
Note 12. Other Assets
Advanced discounts to customers, non-current
Operating right-of-use assets (Note 17)
Undesignated cross-currency swap at fair value
Other
102
December 31,
2020
December 31,
2019
$
$
$
$
$
$
$
160 $
19
97
276 $
(41)
235 $
December 31,
2020
2019
62 $
22
10
13
3
110 $
December 31,
2020
2019
70 $
36
—
29
135 $
142
18
85
245
(25)
220
12
46
10
12
5
85
62
35
—
11
108
Note 13. Property, Plant and Equipment—Net
Machinery and equipment
Tooling
Buildings and improvements
Construction in progress
Software
Land and improvements
Others
Less—Accumulated depreciation and amortization
December 31,
2020
2019
$
$
711 $
390
153
86
68
17
26
1,451
(946)
505 $
639
324
141
100
57
16
24
1,301
(830)
471
Depreciation and amortization expense was $86 million, $73 million and $72 million in 2020, 2019 and 2018, respectively.
Note 14. Goodwill
The change in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 is as follows:
Goodwill
Note 15. Accrued Liabilities
December 31,
2019
Currency
Translation
Adjustment
December 31,
2020
$
193
— $
193
Due to the Chapter 11 filing, Accrued Liabilities that existed as of December 31, 2020 and were deemed pre-petition, unsecured were reclassified
as Liabilities subject to compromise, refer to Note 2, Reorganization and Chapter 11 Proceedings.
Customer pricing reserve
Compensation, benefit and other employee related
Repositioning
Product warranties and performance guarantees
Taxes
Advanced discounts from suppliers, current
Customer advances and deferred income
Accrued interest
Short-term lease liability (Note 17)
Other (primarily operating expenses)
103
December 31,
2020
December 31,
2019
$
$
82 $
62
7
14
37
5
8
—
5
28
248 $
90
64
4
29
33
19
12
5
8
46
310
The Company accrued repositioning costs related to projects to optimize our product costs and to right-size our organizational structure. Expenses
related to the repositioning accruals are included in Cost of goods sold in our Consolidated and Combined Statement of Operations.
Balance at December 31, 2018
Charges
Usage—cash
Adjustments
Foreign currency translation
Balance at December 31, 2019
Charges
Usage—cash
Adjustments
Foreign currency translation
Balance at December 31, 2020
Note 16. Long-term Debt and Credit Agreements
DIP Credit Agreement
Severance
Costs
Exit
Costs
Total
$
13
2
(8)
(3)
(1)
3 $
10
(7)
1
—
$
7 $
2
—
(2)
1
—
1 $
—
—
(1)
—
— $
15
2
(10)
(2)
(1)
4
10
(7)
—
—
7
On October 6, 2020, the Bankruptcy Court entered an order granting interim approval of the Debtors’ entry into a Senior Secured Super-Priority
Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”), with the lenders party thereto (as amended, restated, supplemented or otherwise
modified from time to time, the “DIP Lenders”) and Citibank N.A. as administrative agent (the “DIP Agent”). On October 9, 2020 (the “Closing Date”),
the Company, the DIP Agent and the DIP Lenders entered into the DIP Credit Agreement. The DIP Credit Agreement provides for a senior secured, super-
priority term loan (the “DIP Term Loan Facility”) with a maximum principal amount of $200 million, $100 million of which was funded on the Closing
Date and $100 million of which was subsequently funded on October 22, 2020 (the “Delayed Draw Borrowing Date”), following entry of the Bankruptcy
Court’s final order approving the DIP Term Loan Facility on October 21, 2020. The proceeds of the DIP Term Loan Facility are to be used by the Debtors
to (a) pay certain costs, premiums, fees and expenses related to the Chapter 11 Cases, (b) make payments pursuant to any interim or final order entered by
the Bankruptcy Court pursuant to any “first day” motions permitting the payment by the Debtors of any prepetition amounts then due and owing; (c) make
certain adequate protection payments in accordance with the DIP Credit Agreement and (d) fund working capital needs of the Debtors and their subsidiaries
to the extent permitted by the DIP Credit Agreement.
The maturity date of the DIP Term Loan Facility is the earlier to occur of (a) March 31, 2021 (the “Scheduled Maturity Date”); provided, however,
that upon the Company’s written request such Scheduled Maturity Date can be extended by three separate one-month extensions subject to (i) the payment
of an extension fee to the Lenders equal to 0.50% of the principal amount of the Loans outstanding at the time of such extension, (ii) no default or Event of
Default (as defined in the DIP Credit Agreement) existing at the time of such extension and (iii) accuracy of the representations and warranties in all
material respects at the time of such extension and after giving effect thereto; and (b) the effective date of a plan of reorganization; and certain other events
under the DIP Credit Agreement.
The outstanding principal amount under the DIP Term Loan Facility will bear interest at a rate equal to (x) prior to March 31, 2021, LIBOR
(subject to a 1.00% LIBOR floor) plus 4.50% per annum and (y) following March 31, 2021, if the Scheduled Maturity Date has been extended at such time,
LIBOR (subject to a 1.00% LIBOR floor) plus 5.50% per annum, in each case, payable every 30 days in arrears. On the Closing Date, the Company paid
1.00% in commitment fees on the total commitment plus 2.00% in fees in the form of original issue discount on the initial $100 million borrowing. On the
Delayed Draw Borrowing Date, date the Company paid 2.00% in fees in the form of original issue discount on the $100 million delayed draw loan. Upon
an event of default, all outstanding amounts under the DIP Credit Agreement will bear interest at a rate equal to the applicable interest rate plus an
additional 2.00% per annum and be payable on demand.
104
Pursuant to the terms of the DIP Credit Agreement, certain subsidiaries of the Company that guarantee the obligations arising under the prepetition
Credit Agreement and that are Debtors in the Chapter 11 Case have guaranteed the Company’s obligations under the DIP Credit Agreement. Subject to
certain exceptions, the DIP Term Loan Facility is secured by a security interest in substantially all of the assets of the Company and the guarantors. The
DIP Financing is subject to certain covenants, including, without limitation, related to the incurrence of additional debt, liens, the making of restricted
payments, and the Company’s failure to comply with certain bankruptcy-related covenants, in each case as set forth in the DIP Credit Agreement. The DIP
Credit Agreement contains representations, warranties and events of default that are customary for debtor-in-possession facilities of this type. The DIP
Financing is subject to certain prepayment events, including, without limitation, upon the sale of certain assets, in each case as set forth in the DIP Credit
Agreement.
On October 12, 2020, the Company, the DIP Agent and the DIP Lenders entered into the First Amendment to the DIP Credit Agreement (the “First
Amendment”). The First Amendment eliminates the obligation for the Company to pay certain fees to the DIP Lenders in connection with certain
prepayment events under the DIP Credit Agreement.
The principal amounts outstanding on Debtor-in-possession financing are as follows:
Debtor-in-possession financing
Pre-petition Long-Term Debt during the Chapter 11 Cases
December 31,
2020
$
200
We are party to the Prepetition Credit Agreement, consisting of: a seven-year term B loan facility, consisting of a tranche denominated in Euro of
€375 million and a tranche denominated in U.S. Dollars of $425 million (the “Term B Facility”); a five-year term A loan facility in an aggregate principal
amount of €330 million (the “Term A Facility” and, together with the Term B Facility, the “Term Loan Facilities”); and a five-year revolving credit facility
in an aggregate principal amount of €430 million (the “Revolving Facility” and, together with the Term Loan Facilities, the “Senior Secured Credit
Facilities”). The Prepetition Credit Agreement was amended on June 12, 2020 (the “2020 Amendment”).
On September 27, 2018, we completed the offering of €350 million (approximately $410 million based on exchange rates as of September 27,
2018) in aggregate principal amount of 5.125% senior notes due 2026 (the “Senior Notes”). The Senior Notes bear interest at a fixed annual interest rate of
5.125% and mature on October 15, 2026.
The Senior Notes were issued pursuant to an Indenture, dated September 27, 2018 (the “Indenture”), which, among other things and subject to
certain limitations and exceptions, limits our ability and the ability of our restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or
issue certain disqualified equity interests and preferred shares, (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other
restricted payments, (iii) make investments, (iv) consummate certain asset sales or transfers, (v) engage in certain transactions with affiliates, (vi) grant or
assume certain liens on assets to secure debt unless the Senior Notes are secured equally and ratably (vii) restrict dividends and other payments by certain
of their subsidiaries and (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of our or our restricted subsidiaries’ assets.
All debt issuance costs, except for those associated to the Revolving Credit Facility, are deferred and recognized as a direct deduction to the related
debt liability and are amortized to interest expense over the debt term. The company paid approximately $37 million of debt issuance costs in connection
with the Term A Facility, Term B Facility, and Senior Notes.
As a result of the Chapter 11 Cases, and in order to adjust the carrying amount of the debt to the expected allowed claim amount in accordance with
ASC 852, the Company expensed $6 million of deferred issuance costs related to the pre-petition Senior Notes which are not fully secured. These costs
were recorded to Reorganization items, net, in the Consolidated and Combined Statement of Operations for the year ended December 31, 2020. Refer to
Note 2, Reorganization and Chapter 11 Proceedings for further discussion.
Debt issuance costs associated with the Revolving Credit Facility were capitalized in Other assets and are amortized to interest expense over the
debt term. Approximately, $6 million of debt issuance costs were paid in connection with the Revolving Credit Facility.
105
The principal amounts outstanding on our Senior Secured Credit Facilities and the Senior Notes as of December 31, 2020 and December 31, 2019
are as follows:
Senior Secured Credit Facilities (1):
Term Loans
Borrowings under revolving credit facility
Total consolidated Secured Debt
Long-term debt, net subject to compromise (2):
Senior Notes
Total debt, prior to reclassification to Liabilities
subject to compromise
Less: current portion
Less: Amounts reclassified to Liabilities subject to
compromise
Total long-term debt
December 31,
2020
December 31,
2019
(Dollars in millions)
1,082
370
1,452 $
429
1,881 $
—
(429)
1,452 $
1,026
—
1,026
387
1,413
(4)
—
1,409
$
$
$
(1) The Term A Facility, Term B Facility and Revolving Facility are fully secured. These continue to be accounted for under ASC 470.
(2) The Senior Notes are not fully secured and have been reclassified to Liabilities subject to compromise in the Company's Consolidated Balance Sheet
as of December 31, 2020. As of the Petition Date, the Company ceased accruing related interest expense and amortization of debt issuance costs.
The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations and terminated undrawn
commitments, as applicable, under the Prepetition Credit Agreement. The Prepetition Credit Agreement provides that as a result of the commencement of
the Chapter 11 Cases, the principal, interest and all other amounts due thereunder shall be immediately due and payable. Any efforts to enforce the payment
obligations under the Prepetition Credit Agreement are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in
respect of the Prepetition Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.
During the Chapter 11 Cases and pursuant to an order of the Bankruptcy Court, we make monthly payments of adequate protection at the
contractual non-default rate of interest on loans and certain other obligations under our Senior Secured Credit Facilities.
Following commencement of the Chapter 11 Cases, the contractual non-default rate of interest that is applicable under Senior Secured Credit
Facilities is either (a) in the case of dollar denominated borrowings, base rate determined by reference to the highest of (1) the rate of interest last quoted by
The Wall Street Journal as the “prime rate” in the United States, (2) the greater of the federal funds effective rate and the overnight bank funding rate, plus
0.5% and (3) the one month adjusted LIBOR rate, plus 1% per annum (“ABR”), (b) in the case of borrowings denominated in certain permitted foreign
currencies other than dollars or euros, an adjusted LIBOR rate (“LIBOR”) (which shall not be less than zero), or (c) in the case of borrowings denominated
in euros, an adjusted EURIBOR rate (“EURIBOR”) (which shall not be less than zero), in each case, plus an applicable margin. Pursuant to the 2020
Amendment, (i) the margin applicable to loans under the Term B Facility increased by 75 basis points through the maturity date and (ii) the margin
applicable to loans under the Revolving Facility and Term A Facility increased by 25 basis points until the Company delivers consolidated financial
statements as of and for its first fiscal quarter ending on or after the last day of the Relief Period (as defined in the 2020 Amendment). Pursuant to the 2020
Amendment, the margin applicable to loans under our Senior Secured Credit Facilities increased by 25 basis points on September 4, 2020 following a
downgrade in our corporate credit rating by S&P Global ratings.
The applicable margin for the U.S. Dollar tranche of the Term B Facility is currently 2.50% per annum (for ABR loans) while that for the euro
tranche of the Term B Facility is currently 3.75% per annum (for EURIBOR loans). The applicable margin for each of the Term A Facility and the
Revolving Facility varies based on our leverage ratio which is increased by 25 basis points until the Company delivers consolidated financial statements as
of and for its first fiscal quarter ending on or after the last day of the Relief Period. Accordingly, the interest rates for the Senior Secured Credit Facilities
will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR, EURIBOR or future changes in our corporate rating or
leverage ratio.
106
Contractual Maturities
In connection with our Chapter 11 cases, all pre-petition debt amounts have been stayed and separately stated as part of Liabilities subject to
compromise. Their resolution will be based upon the requirements in the Plan of Reorganization. Given the uncertainties related to the resolution of the
Chapter 11 cases, all pre-petition debt has been included at their contractual maturities.
2021
2022
2023
2024
2025
Thereafter
Less: current portion
December 31,
2020
4
70
247
4
777
431
1,533
—
1,533
$
$
$
Note 17. Leases
We have operating leases that primarily consist of real estate, machinery and equipment. Our leases have remaining lease terms of up to 10 years,
some of which include options to extend the leases for up to two years, and some of which include options to terminate the leases within the year.
The components of lease expense are as follows:
Operating lease cost
Rent expense under ASC 840 was $14 million in 2018.
Supplemental cash flow information related to operating leases is as follows:
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash outflows from operating leases
Right-of-use assets obtained in exchange for lease
obligations:
Operating leases
Supplemental balance sheet information related to operating leases is as follows:
Other assets
Accrued liabilities
Other liabilities
Liabilities subject to compromise
107
Years Ended December 31,
2019
2020
$
15 $
14
$
$
$
Years Ended December 31,
2019
2020
13 $
7 $
Years Ended December 31,
2019
2020
36 $
5
15
19
12
12
35
8
28
—
Weighted-average lease term (in years)
Weighted-average discount rate
Maturities of operating lease liabilities were as follows:
Years Ended December 31,
2019
2020
5.14
6.16
6.30
6.36
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
$
Year Ended
December 31, 2020
12
10
7
5
4
8
46
(7)
39
$
Note 18. Financial Instruments and Fair Value Measures
Credit and Market Risk—We continually monitor the creditworthiness of our customers to which we grant credit terms in the normal course of
business. The terms and conditions of our credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer.
Foreign Currency Risk Management—We are exposed to market risks from changes in currency exchange rates. These exposures may impact
future earnings and/or operating cash flows. Our exposure to market risk for changes in foreign currency exchange rates arises from international financing
activities between subsidiaries, foreign currency denominated monetary assets and liabilities and transactions arising from international trade.
We hedge currency exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through foreign
currency exchange forward contracts (foreign currency exchange contracts). We hedge monetary assets and liabilities denominated in non-functional
currencies. Prior to conversion into U.S. dollars, these assets and liabilities are remeasured at spot exchange rates in effect on the balance sheet date. The
effects of changes in spot rates are recognized in earnings and included in Non-operating (income) expense.
At December 31, 2020 and December 31, 2019, we had contracts with aggregate gross notional amounts of $19 million and $1,820 million,
respectively, to limit interest rate risk and to exchange foreign currencies, principally the U.S. Dollar, Swiss Franc, British Pound, Euro, Chinese Yuan,
Japanese Yen, Mexican Peso, New Romanian Leu, Czech Koruna, Australian Dollar and Korean Won.
As a result of the Chapter 11 Cases, the Company has been limited in its ability to enter into hedging transactions. The Company has obtained
Bankruptcy Court authorization for continuing hedging activities in the ordinary course of business, however, counterparties have either been unwilling to
enter into hedging transactions with the Company during the Chapter 11 Cases or have required the Company to fully cash collateralize its obligations
under the relevant hedging instrument, which has effectively reduced the Company’s ability to hedge foreign currency exposures beyond those relating to
trade payables and receivables.
108
Fair Value of Financial Instruments—The FASB’s accounting guidance defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).Financial and nonfinancial assets and
liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the
Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2020 and December 31, 2019:
Designated forward currency exchange
contracts
Undesignated instruments:
Undesignated cross-currency swap
Undesignated interest rate swap
Undesignated forward currency
exchange contracts
Total undesignated instruments
Total designated and undesignated
instruments
Notional Amounts
Assets
Liabilities
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
Fair Value
—
$
392
—
$
—
—
19
19
420
561
447
1,428
—
—
—
—
(a)
5
— (c)
—
(a)
2
2
—
$
—
—
—
—
(b)
1
1
1 (d)
(b)
3
5
$
19
$
1,820
$
—
$
7
$
—
$
6
(a)
(b)
(c)
(d)
Recorded within Other current assets in the Company’s Consolidated Balance Sheets
Recorded within Accrued liabilities in the Company’s Consolidated Balance Sheets
Recorded within Other assets in the Company’s Consolidated Balance Sheets
Recorded within Other liabilities in the Company´s Consolidated Balance Sheets
On June 7, 2019, the Company entered into interest rate swap contracts to limit its exposure to interest rate risk by converting the interest payments
on variable rate debt to fixed rate payments. These interest rate swaps have not been designated as hedging instruments for accounting purposes.
The Company initiated a cash flow hedging program in the first quarter of 2019 and has since then entered into forward currency exchange
contracts to mitigate exposure to foreign currency exchange rate volatility and the associated impact on earnings related to forecasted foreign currency
commitments. These forward currency exchange contracts are assessed as highly effective and are designated as cash flow hedges. Gains and losses on
derivatives qualifying as cash flow hedges are recorded in Accumulated other comprehensive income (loss) until the underlying transactions are recognized
in earnings.
On September 27, 2018, the Company entered into a floating-floating cross-currency swap contract to hedge the foreign currency exposure from
foreign currency-denominated debt which will mature on September 27, 2025. The gain or loss on this derivative instrument is recognized in earnings and
included in Non-operating (income). For the year ended December 31, 2020, losses recorded in Non-operating expense (income), under the cross-currency
swap contract were $20 million. For the year ended December 31, 2019, gains recorded in Non-operating expense (income), under the cross-currency swap
contract were $1 million.
The foreign currency exchange, interest rate swap and cross-currency swap contracts are valued using market observable inputs. As such, these
derivative instruments are classified within Level 2. The assumptions used in measuring fair value of the cross-currency swap are considered Level 2
inputs, which are based upon market observable interest rate curves, cross currency basis curves, credit default swap curves, and foreign exchange rates.
Following our voluntary filing for Chapter 11 protection, and as noted in the table above, the majority of our foreign exchange, interest rate swap,
and cross-currency swap contracts were terminated at or prior to September 30, 2020. All outstanding amounts as of December 31, 2020 are classified as
Other Liabilities and are fully secured and payable upon Emergence. Any valuation difference from our Petition Date to the termination date will be
reflected in Reorganization items, net. See Note 2, Reorganization and Chapter 11 Proceedings, for additional information.
109
A number of our forward currency exchange contracts are also designated as accounting hedges. Upon termination, these amounts have been
dedesignated. As the Company still anticipates the forecasted transaction to commence, the amounts in accumulated comprehensive incomes will be
released based on our original forecast.
The carrying value of Cash, cash equivalents and restricted cash, Account receivables and Notes and Other receivables contained in the
Consolidated Balance Sheets approximates fair value.
The following table sets forth the Company’s financial assets and liabilities that were not carried at fair value:
Liabilities not subject to compromise:
Terms Loans A and B
DIP Financing
Liabilities subject to compromise:
Senior Notes
December 31, 2020
Carrying Value
Fair Value
$
$
$
1,082 $
200 $
1,083
200
429 $
429
The Company determined the fair value of certain of its long-term debt and related current maturities utilizing transactions in the listed markets for
similar liabilities. As such, the fair value of the long-term debt and related current maturities is considered Level 2.
Note 19. Other Liabilities
Due to the Chapter 11 filing, Other Liabilities that existed as of December 31, 2020 and were deemed pre-petition, unsecured were reclassified as
Liabilities subject to compromise, refer to Note 2, Reorganization and Chapter 11 Proceedings.
Pension and other employee related
Advanced discounts from suppliers
Income taxes
Long-term lease liability (Note 17)
Undesignated cross-currency and interest rate swaps (Note 18)
Other
110
Years Ended December 31,
2019
2020
14 $
11
45
15
22
7
114 $
94
46
79
28
2
25
274
$
$
Note 20. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) are provided in the tables below:
Year Ended December 31, 2018
Foreign exchange translation adjustment
Pension adjustments
Changes in fair value of effective cash flow hedges
Year Ended December 31, 2019
Foreign exchange translation adjustment
Pension adjustments
Changes in fair value of effective cash flow hedges
Year Ended December 31, 2020
Foreign exchange translation adjustment
Pension adjustments
Changes in fair value of effective cash flow hedges
Changes in Accumulated Other Comprehensive Income (Loss) by Component
Pre-Tax
Tax
After-Tax
$
$
$
$
$
$
(198) $
(2)
37
(163) $
59 $
(18)
2
43 $
(212) $
(17)
(8)
(237) $
— $
—
(2)
(2) $
8 $
4
2
14 $
(22) $
(1)
1
(22) $
(198)
(2)
35
(165)
67
(14)
4
57
(234)
(18)
(7)
(259)
Balance at December 31, 2018
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income
Net current period other comprehensive income (loss)
Balance at December 31, 2019
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income
Net current period other comprehensive income (loss)
Balance at December 31, 2020
Foreign
Exchange
Translation
Adjustment
Changes in Fair
Value of
Effective Cash
Flow Hedges
Pension
Adjustments
Total
Accumulated
Other
Comprehensive
Income (Loss)
86 $
67
—
67
153 $
(234)
—
(234)
(81) $
$
$
$
111
0 $
27
(23)
4
4 $
(3)
(4)
(7)
(3) $
(13) $
(27)
13
(14)
(27) $
(29)
11
(18)
(45) $
73
67
(10)
57
130
(266)
7
(259)
(129)
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Year ended December 31, 2020
Affected Line in the Consolidated and Combined Statement of Operations
Amortization of Pension and Other Postretirement
Items:
Actuarial losses recognized
Losses (gains) on cash flow hedges
Tax expense (benefit)
Total reclassifications for the period, net of tax
Year ended December 31, 2019
Affected Line in the Consolidated and Combined Statement of Operations
Amortization of Pension and Other Postretirement
Items:
Actuarial losses recognized
Losses (gains) on cash flow hedges
Tax expense (benefit)
Total reclassifications for the period, net of tax
Note 21. Stock-Based Compensation
Net
Sales
Cost of
Goods
Sold
Selling,
General and
Administrative
Expenses
Non-Operating (Income)
Total
Expense
$
— $
—
—
— $
(4)
—
— $
—
—
13 $
—
—
$
13
(4)
(2)
7
Net
Sales
Cost of
Goods
Sold
Selling,
General and
Administrative
Expenses
Non-Operating (Income)
Total
Expense
$
— $
—
— $
(25)
— $
—
13 $
—
$
13
(25)
2
(10)
On September 14, 2018, our Board adopted, and Honeywell, as our sole stockholder, approved, the 2018 Stock Incentive Plan of Garrett Motion
Inc. and its Affiliates (the “Stock Incentive Plan”) and the 2018 Stock Plan for Non-Employee Directors (the “Director Equity Plan”). The Stock Incentive
Plan provides for the grant of stock options, stock appreciation rights, performance awards, restricted stock units, restricted stock, other stock-based
awards, and cash-based awards to employees of Garrett or its affiliates, and independent contractors or consultants of Garrett. The maximum aggregate
number of shares of our common stock that may be issued under the Stock Incentive Plan is 10,000,000 shares and, for the Director Equity Plan, 400,000
shares. Up to 5,000,000 shares may be granted as incentive stock options under the Stock Incentive Plan.
As of December 31, 2020, there were 5,641,452 and 344,860 shares of our common stock available for future issuance under the Stock Incentive
Plan and Director Equity Plan, respectively.
Restricted Stock Units —Restricted stock unit (“RSU”) awards are issued to certain key employees and directors at fair market value at the date of
grant. RSUs typically vest over a period of three or four years, and when vested, each unit entitles the holder to one share of our common stock.
112
The following table summarizes information about RSU activity related to our Stock Incentive Plan and Director Equity Plan for each of the
periods presented:
Non-vested at December 31, 2018
Granted
Vested
Forfeited
Non-vested at December 31, 2019
Granted
Vested
Forfeited
Non-vested at December 31, 2020
Number of
Restricted
Stock Units
Weighted
Average Grant
Date Fair Value
Per Share
3,369,622 $
629,037
(967,518)
(236,501)
2,794,640 $
878,904
(1,185,121)
(949,454)
1,538,969
10.12
15.36
5.26
14.47
12.62
6.70
7.83
8.11
13.11
As of December 31, 2020, there was approximately $9 million of total unrecognized compensation cost related to unvested RSUs granted under our
Stock Incentive Plan, which is expected to be recognized over a weighted-average period of 1.5 years.
The following table summarizes the impact to the Consolidated and Combined Statement of Operations from RSUs:
Compensation expense
Future income tax benefit recognized
Years Ended December 31,
2020
2019
2018
$
9 $
3
15 $
—
5
1
Stock Options — The exercise price, term and other conditions applicable to each option granted under our stock incentive plans are generally
determined by the Compensation Committee of the Board. The exercise price of stock options is set on the grant date and may not be less than the fair
market value per share of our stock on that date. The fair value is recognized as an expense over the employee’s requisite service period (generally the
vesting period of the award). Options generally vest over a period four years and expire after ten years.
The following table summarizes the impact to the Consolidated and Combined Statement of Operations from stock options. There were no stock
options granted prior to 2019.
Compensation expense
Future income tax benefit recognized
Years Ended December 31,
2020
2019
$
$
1
—
1
—
The fair value related to stock options granted was determined using Black-Scholes option pricing model and the weighted average assumptions are
shown in the table below:
Key Black-Scholes Assumptions
Risk-free interest rate
Expected term (years)
Volatility
Dividend yield
Fair value per stock option
113
Year Ended
December 31,
2020
2.6%
6.25
42.08%
0.0%
7.28
The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Volatility is determined based
on the historical volatility of peer companies over a period corresponding to the expected term. Expected term is determined using a simplified approach,
calculated as the midpoint between the vesting period and the contractual term of the award. The risk-free interest rate is determined based upon the yield
of an outstanding U.S. Treasury note with a term equal to the expected term of the option granted.
The following table summarizes information about stock option activity related to the Stock Incentive Plan for each of the periods presented:
Number of
Stock Options
Weighted
Average
Exercise Price
(per share)
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic Value
(in thousands)
—
—
Outstanding as of December 31, 2018
Granted
Exercised
Forfeited
Expired
Outstanding as of December 31, 2019
Granted
Exercised
Forfeited
Expired
Outstanding as of December 31, 2020
Exercisable as of December 31, 2020
$
—
483,408
—
(34,375)
—
449,033
—
—
(37,482)
(8,034)
403,517
102,420
—
16.17
—
16.17
—
16.17
—
—
16.17
16.17
16.17
—
9.26
—
8.26
—
—
—
There were no stock options granted in 2020. No options were exercised during the year ended December 31, 2020. As of December 31, 2020,
there was no intrinsic value for the outstanding and exercisable shares under options.
As of December 31, 2020, there was $2 million of unrecognized stock-based compensation expense related to stock options that is expected to be
recognized over a weighted average period of approximately 2.2 years.
Performance Stock Units — The Company has issued PSUs under its 2019 and 2020 long term incentive plans which, upon vesting, entitles the
holder to shares of our common stock. The actual number of shares an employee receives for each PSU depends on the Company’s performance against
various measures. For the 2019 plan, the performance measures are related to organic revenue growth, adjusted EBITDA and leveraged cash flows,
weighted 20%, 40%, and 40%, respectively, over a three-year performance period from January 1, 2019 through December 31, 2021. For the 2020 plan,
the performance measures are related to relative organic revenue growth, adjusted free cash flow conversion, and relative total shareholder return (“TSR”),
weighted 30%, 30%, and 40%, respectively, over a three-year performance period from January 1, 2020 through December 31, 2022. In addition, for
certain key employees, the PSUs granted under the 2020 plan were subject to an absolute TSR modifier. Each grantee is granted a target level of PSUs and
may earn between 0% and 200% (250% for employees whose PSUs were subject to an absolute TSR modifier) of the target level depending on the
Company’s performance against the financial goals. The PSUs granted under the 2020 plan were forfeited as a condition to the receipt of the continuity
awards, as explained below.
114
The following table summarizes information about PSU activity related to the Stock Incentive Plan for each of the periods presented:
Non-vested at December 31, 2018
Granted
Vested
Forfeited
Non-vested at December 31, 2019
Granted
Vested
Forfeited
Non-vested at December 31, 2020
Number of
Performance
Stock Units
Weighted
Average Grant
Date Fair Value
Per Share
— $
379,090
—
(47,769)
331,321 $
1,021,069
—
(1,038,279)
314,111
—
16.17
—
16.17
16.17
8.36
—
8.48
16.17
The fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date. The number of underlying shares to be issued
will be based on actual performance achievement over the performance period. The per unit weighted average fair value at the date of grant for PSUs
granted during the year ended December 31, 2020 was $8.36. The fair value of each PSU grant is amortized monthly into compensation expense on a
graded vesting (accelerated) basis over a vesting period of 36 months. The accrual of compensation costs is based on our estimate of the final expected
value of the award and is adjusted as required for the performance-based condition. The Company estimates forfeitures at time of issuance, which results in
a reduction in compensation expense. As the payout of PSUs includes dividend equivalents, no separate dividend yield assumption is required in
calculating the fair value of the PSUs. The Company currently does not pay dividends.
As of December 31, 2020, there was approximately $1 million of total unrecognized compensation cost related to non-vested PSUs granted under
the Stock Incentive Plan which is expected to be recognized over a weighted-average period of 1 year.
The following table summarizes the impact to the Consolidated and Combined Statement of Operations from PSUs. There were no PSUs granted
prior to 2019.
Compensation expense
Future income tax benefit recognized
Years Ended December 31,
2020
2019
$
$
—
—
2
—
Continuity Awards— In June 2020, in response to the unprecedented and ongoing market uncertainty resulting from the COVID-19 pandemic and
in connection with the Board’s evaluation of strategic alternatives for the Company, the Compensation Committee approved one-time cash continuity
awards (“Continuity Awards”) to ensure retention of key individuals in exchange for the forfeiture of RSUs and PSUs granted in February 2020. The
Continuity Awards total $11 million, with $9 million paid in June 2020 and $2 million expected to be paid in 2021. The Continuity Awards are subject to
repayment if prior to June 2021, the recipient has a qualifying termination of employment. Given the Continuity Awards have a 1-year service requirement,
the combined transaction is accounted for as a modification to liability-classified awards. The total incremental compensation cost resulting from the
modification is $5 million. As of December 31, 2020, there was $5 million of unrecognized compensation cost related to the Continuity Awards that is
expected to be recognized over a weighted-average period of approximately 0.5 years.
115
The following table summarizes information about Continuity Award activity for the year ended December 31, 2020:
Non-vested at December 31, 2019
Granted
Vested
Forfeited
Non-vested at December 31, 2020
Number of
Awards
Weighted
Average Grant
Date Fair Value
Per Award
— $
43
—
—
43 $
—
257,536
—
—
257,536
The following table summarizes the impact to the Consolidated and Combined Statement of Operations from Continuity Awards for the year ended
December 31, 2020.
Compensation expense
Future income tax benefit recognized
Year Ended
December 31, 2020
$
7
1
Stock Based Awards Granted by Honeywell—For periods prior to the Spin-Off, Honeywell maintained stock-based compensation plans for the
benefit of its officers, directors and employees. Under the Former Parent´s stock-based compensation plans, Honeywell awarded RSUs, stock options and
PSUs to certain employees. Stock-based compensation expense related to awards granted by Honeywell recognized in the Consolidated and Combined
Statements of Operations amounted to $16 million for the year ended December 31, 2018 of which approximately $10 million are specifically identified for
employees within the Business and $6 million is related to shared employees not specifically identifiable to the Business. These amounts represent stock-
based compensation expenses attributable to the Business based on the awards and terms previously granted under the incentive compensation plans to
employees within the Business and an allocation of Former Parent’s corporate and shared functional employee stock based compensation expenses.
Accordingly, the amounts presented are not necessarily indicative of current and future awards and do not necessarily reflect the results that the Business
would have experienced as an independent company for the periods presented.
Note 22. Earnings Per Share
On October 1, 2018, the date of consummation of the Spin-Off, 74,070,852 shares of the Company’s common stock were distributed to Honeywell
stockholders of record as of September 18, 2018 who held their shares through the Distribution Date. Basic and Diluted EPS for all historical periods prior
to the Spin-Off reflect the number of distributed shares, or 74,070,852 shares. For 2018, these shares are treated as issued and outstanding from January 1,
2018 to the Spin-Off for purposes of calculating basic earnings per share.
The details of the earnings per share calculations for the years ended December 31, 2020, 2019 and 2018 are as follows:
Basic
Net Income
Weighted average common shares outstanding
EPS – Basic
2020
Years Ended December 31,
2019
2018
$
$
80 $
75,543,461
1.06 $
313 $
74,602,868
4.20 $
1,206
74,059,240
16.28
116
Diluted
Net Income
Weighted average common shares
outstanding – Basic
Dilutive effect of unvested RSUs
Weighted average common shares
outstanding – Diluted
EPS – Diluted
2020
Years Ended December 31,
2019
2018
$
80 $
313 $
1,206
75,543,461
557,048
74,602,868
1,331,505
74,059,240
342,908
76,100,509
75,934,373
74,402,148
$
1.05 $
4.12 $
16.21
Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the dilutive effect of common
stock equivalents using the treasury stock method and the average market price of our common stock for the year.
The diluted earnings per share calculations exclude the effect of stock options when the options’ assumed proceeds exceed the average market price
of the common shares during the period. For the years ended December 31, 2020 and December 31, 2019, the weighted number of stock options excluded
from the computations was 428,690 and 483,408, respectively. These stock options were outstanding for the years ended December 31, 2020 and December
31, 2019, respectively.
Note 23. Commitments and Contingencies
Chapter 11 Proceedings
Commencement of the Chapter 11 Cases automatically stayed the proceedings and actions against us that are described below, in addition to actions
seeking to collect pre-petition indebtedness or to exercise control over the property of the Company’s bankruptcy estates. The Plan filed by the Debtors, if
confirmed by the Bankruptcy Court, will provide for the treatment of claims against the Company’s bankruptcy estates, including pre-petition liabilities
that have not been satisfied or addressed during the Chapter 11 Cases.
See Note 1, Background and Basis of Presentation and Note 2, Reorganization and Chapter 11 Proceedings for additional information on the
Chapter 11 Cases, the RSA, the Stalking Horse Purchase Agreement, the PSA, the ECBA, the Transaction and the DIP Credit Agreement.
Obligations payable to Honeywell
Honeywell is a defendant in asbestos-related personal injury actions mainly related to its legacy Bendix friction materials (“Bendix”) business. The
Bendix business manufactured automotive brake linings that contained chrysotile asbestos in an encapsulated form. Claimants consist largely of individuals
who allege exposure to asbestos from brakes from either performing or being in the vicinity of individuals who performed brake replacements. Certain
operations that were part of the Bendix business were transferred to Garrett.
In connection with the Spin-Off, Garrett ASASCO, a wholly owned indirect subsidiary of the Company, entered into the Honeywell Indemnity
Agreement with Honeywell on September 12, 2018. As of the Spin-Off date of October 1, 2018, Garrett ASASCO is obligated to make payments to
Honeywell in amounts equal to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the Bendix business in
the United States, as well as certain environmental-related liability payments and accounts payable and non-United States asbestos-related liability
payments and accounts payable, in each case related to legacy elements of the Business, including the legal costs of defending and resolving such
liabilities, less 90% of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. Pursuant to
the terms of this Honeywell Indemnity Agreement, Garrett ASASCO is responsible for paying to Honeywell such amounts, up to a cap of an amount equal
to the Euro-to-U.S. dollar exchange rate determined by Honeywell as of a date within two business days prior to the date of the Distribution (1.16977 USD
= 1 EUR) equivalent of $175 million in respect of such liabilities arising in any given calendar year. The payments that Garrett ASASCO is required to
make to Honeywell pursuant to the terms of the Honeywell Indemnity Agreement will not be deductible for U.S. federal income tax purposes. The
Honeywell Indemnity Agreement provides that the agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the third
consecutive year during which certain amounts owed to Honeywell during each such year
117
were less than $25 million as converted into Euros in accordance with the terms of the agreement. During the first quarter of 2020, Garrett ASASCO paid
Honeywell the Euro-equivalent of $35 million in connection with the Honeywell Indemnity Agreement. Honeywell and Garrett agreed to defer the
payment under the Honeywell Indemnity Agreement due May 1, 2020 to December 31, 2020 (the “Q2 Payment”), however we do not expect Garrett
ASASCO to make payments to Honeywell under the Honeywell Indemnity Agreement during the pendency of the Chapter 11 Cases. The Plan, if
confirmed by the Bankruptcy Court, will include a global settlement with Honeywell providing for, among other things, the full and final satisfaction,
settlement, release, and discharge of all liabilities under or related to the Indemnity Agreements.
On December 2, 2019, the Company and its subsidiary, Garrett ASASCO, filed a Summons with Notice in the Commercial Division of the
Supreme Court of the State of New York, County of New York (the “NY Supreme Court”) commencing an action (the “Action”) against Honeywell,
certain of Honeywell’s subsidiaries and certain of Honeywell’s employees for declaratory judgment, breach of contract, breach of fiduciary duties, aiding
and abetting breach of fiduciary duties, corporate waste, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. On January
15, 2020, the Company and Garrett ASASCO, filed a Complaint in the NY Supreme Court in connection with the Action. The lawsuit arises from the
Honeywell Indemnity Agreement. The Company is seeking declaratory relief; compensatory damages in an amount to be determined at trial; rescission of
the Honeywell Indemnity Agreement; attorneys’ fees and costs and such other and further relief as the Court may deem just and proper. There can be no
assurance as to the time and resources that will be required to pursue these claims or the ultimate outcome of the lawsuit. Among other claims, Garrett
asserts that Honeywell is not entitled to indemnification because it improperly seeks indemnification for amounts attributable to punitive damages and
intentional misconduct, and because it has failed to establish other prerequisites for indemnification under New York law. Specifically, the claim asserts
that Honeywell has failed to establish its right to indemnity for each and every asbestos settlement of the thousands for which it seeks indemnification. The
Action seeks to establish that the Honeywell Indemnity Agreement is not enforceable, in whole or in part. On March 5, 2020, Honeywell filed a “Notice of
Motion to Dismiss Garrett’s Complaint.”. On September 20, 2020, Garrett and certain of its subsidiaries each filed the Chapter 11 Cases. On September
23, 2020, Garrett removed the case to the United States District Court for the Southern District of New York, and on September 24, 2020, the case was
referred to the Bankruptcy Court, where the case is currently pending. On October 13, 2020, Honeywell filed a motion to dismiss in the Bankruptcy
Court. Garrett does not believe Honeywell’s motion has merit. A pre-trial conference took place on October 22, 2020. The Court heard argument on
Honeywell’s pending motion to dismiss on November 18, 2020; the Court has not yet issued a decision. On November 2, 2020, the Garrett entities that are
Debtors and Debtors in Possession filed a Motion Pursuant to Sections 105(a) and 502(c) To Establish Procedures For Estimating The Maximum Amount
Of Honeywell’s Claims And Related Relief (“Motion”). The Court heard argument on the Motion on November 18. The Court ordered an estimation
proceeding to take place to estimate all of Honeywell’s claims against the Garrett entities that are Debtors and Debtors in Possession.
On December 18, 2020, Honeywell filed proofs of claim in the Chapter 11 Cases, asserting that the Company owes at least $1.9 billion in respect of
such claims. The Bankruptcy Court was scheduled to estimate the amount of Honeywell’s claims in an estimation proceeding that was scheduled to
commence on February 1, 2021. As noted below, the estimation proceeding has been stayed by order of the Bankruptcy Court.
On January 11, 2021, the Company announced that it had agreed to settle Honeywell’s claims as part of a revised Plan. The Plan is subject to
various conditions, including approval by the Bankruptcy Court.
Under the Plan, Honeywell would receive a $375 million payment and Series B Preferred Stock payable in installments of $35 million in 2022, and
$100 million annually 2023-2030. The Company would have the option to prepay the Series B Preferred Stock in full at any time at a call price equivalent
to $584 million as of the Emergence date (representing the present value of the installments at a 7.25% discount rate). The Company will also have the
option to make a partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time within 18 months of Emergence.
On January 15, 2021, the Bankruptcy Court ordered that the Action and the estimation proceeding both be stayed pending the Bankruptcy Court’s
consideration of the Plan. The confirmation hearing for the Plan is currently scheduled to take place in April 2021, however the hearing may be
rescheduled for a later date.
118
On September 12, 2018, we also entered into a tax matters agreement with Honeywell (the “Tax Matters Agreement”), which governs the
respective rights, responsibilities and obligations of Honeywell and us after the Spin-Off with respect to all tax matters (including tax liabilities, tax
attributes, tax returns and tax contests). The Tax Matters Agreement generally provides that, following the Spin-Off date of October 1, 2018, we are
responsible and will indemnify Honeywell for all taxes, including income taxes, sales taxes, value-added and payroll taxes, relating to Garrett for all
periods, including periods prior to the completion date of the Spin-Off. Among other items, as a result of the mandatory transition tax imposed by the Tax
Cuts and Jobs Act, Garrett ASASCO is required to make payments to a subsidiary of Honeywell in the amount representing the net tax liability of
Honeywell under the mandatory transition tax attributable to us, as determined by Honeywell. Additionally, the Tax Matters Agreement provides that
Garrett ASASCO is to make payments to a subsidiary of Honeywell for a portion of Honeywell’s net tax liability under Section 965(h)(6)(A) of the Internal
Revenue Code for mandatory transition taxes that Honeywell determined is attributable to us (the “MTT Claim”). Following the Spin-Off, Honeywell
asserted that Garrett ASASCO was obligated to pay $240 million to Honeywell for the MTT Claim under the Tax Matters Agreement. Accordingly, and in
connection with the Tax Matters Agreement, we made payments to Honeywell, under protest, for the Euro-equivalent of $18 million and $19 million
during 2019 and the fourth quarter of 2018, respectively, for the MTT Claim. On October 30, 2020, however, Honeywell filed an SEC Form 10-Q for the
quarterly period ended September 30, 2020, reporting that its claim against us under the Tax Matters Agreement, including the MTT Claim, is now $273
million. Under the terms of the Tax Matters Agreement, Garrett ASASCO is required to pay this amount in Euros, without interest, in five annual
installments, each equal to 8% of the aggregate amount, followed by three additional annual installments equal to 15%, 20% and 25% of the aggregate
amount, respectively. Following the Spin-Off in October 2018, Garrett ASASCO paid the first annual installment in October 2018, with subsequent annual
installments to be paid in April of each year. The annual installment due on April 1, 2020 was initially deferred to December 31, 2020 in agreement with
Honeywell, and subsequently not paid as a result of the automatic stay applicable to the Debtors under the Bankruptcy Code as a result of the Chapter 11
Cases. We do not expect Garrett ASASCO to make payments to Honeywell under the Tax Matters Agreement during the pendency of the Chapter 11 Cases.
On July 17, 2020, we provided notice to Honeywell asserting that Honeywell has caused material breaches of the Tax Matters Agreement and that the Tax
Matters Agreement is unenforceable. The value and validity of Honeywell’s claims under the Tax Matters Agreement, including the MTT Claim, are
currently being litigated in the Chapter 11 Cases. As described above, the Plan, if confirmed by the Bankruptcy Court, will include a global settlement with
Honeywell providing for, among other things, the full and final satisfaction, settlement, release, and discharge of all liabilities under or related to the Tax
Matters Agreement.
In addition, the Tax Matters Agreement addresses the allocation of liability for taxes incurred as a result of restructuring activities undertaken to
effectuate the Spin-Off. The Tax Matters Agreement also provides that we are required to indemnify Honeywell for certain taxes (and reasonable expenses)
resulting from the failure of the Spin-Off and related internal transactions to qualify for their intended tax treatment under U.S. federal, state and local
income tax law, as well as foreign tax law. Further, the Tax Matters Agreement also imposes certain restrictions on us and our subsidiaries (including
restrictions on share issuances, redemptions or repurchases, business combinations, sales of assets and similar transactions) that are designed to address
compliance with Section 355 of the Internal Revenue Code of 1986, as amended, and are intended to preserve the tax-free nature of the Spin-Off.
119
The Obligation payable to Honeywell related to these agreements was deemed a pre-petition, unsecured liability subject to compromise. On the
Petition Date, the Obligation was stayed from further payment and, in accordance with ASC 852-10, measured at the expected allowed claim amount. The
Company measured the expected allowed claim as of December 31, 2020 utilizing a combination of data points including: (1) the historical actuarial claims
data provided by Honeywell up to December 31, 2019 (2) the aforementioned Honeywell claims estimation trial proceedings, (3) Honeywell’s bankruptcy
claim filed with the Bankruptcy Court, and (4) the expected settlement of the Honeywell liabilities as per the Plan of Reorganization. The following table
summarizes our Obligation payable to Honeywell related to these agreements. As of December 31, 2020, all amounts have been reclassified to Liabilities
subject to compromise on the Consolidated Balance Sheets:
Beginning of year
Accrual for update to estimated liability
Legal fees expensed
Payments to Honeywell
Currency translation adjustment
End of year
Current
Non-current
Total
Beginning of year
Accrual for update to estimated liability
Legal fees expensed
Payments to Honeywell
Currency translation adjustment
End of year
Current
Non-current
Total
Asbestos Matters
Asbestos and
environmental
Tax Matters
Total
2020
$
$
$
$
$
$
1,090
—
41
(35)
100
1,196
2
1,194
1,196
Asbestos and
environmental
1,244
(18)
44
(153)
(27)
1,090
51
1,039
1,090
$
$
$
$
$
$
261
—
—
—
25
286
40
246
286
282
3
—
(18)
(6)
261
18
243
261
$
$
$
$
$
$
1,351
—
41
(35)
125
1,482
42
1,440
1,482
1,526
(15)
44
(171)
(33)
1,351
69
1,282
1,351
Total
2019
Tax Matters
The accounting for the majority of our asbestos-related liability payments and accounts payable reflect the terms of the Honeywell Indemnity
Agreement with Honeywell entered into by Garrett ASASCO on September 12, 2018, under which Garrett ASASCO is required to make payments to
Honeywell in amounts equal to 90% of Honeywell’s asbestos-related liability payments and accounts payable, primarily related to the Bendix business in
the United States, as well as certain environmental-related liability payments and accounts payable and non-United States asbestos-related liability
payments and accounts payable, in each case related to legacy elements of the Business, including the legal costs of defending and resolving such
liabilities, less 90% of Honeywell’s net insurance receipts and, as may be applicable, certain other recoveries associated with such liabilities. The
Honeywell Indemnity Agreement provides that the agreement will terminate upon the earlier of (x) December 31, 2048 or (y) December 31st of the third
consecutive year during which certain amounts owed to Honeywell during each such year were less than $25 million as converted into Euros in accordance
with the terms of the agreement. As stated above, on January 11, 2021, the Company announced that it had agreed to settle Honeywell’s claims as part of a
revised Plan. This settlement would extinguish our obligations to Honeywell under the Honeywell Indemnity Agreement. The Plan is subject to various
conditions, including approval by the Bankruptcy Court.
120
The following table summarizes information concerning both Bendix and other asbestos-related balances. Other represents asbestos liabilities
related to claimants outside the United States.
Asbestos-Related Liabilities
Year ended December 31, 2020
Other
Total
Bendix
Year ended December 31, 2019
Other
Total
Bendix
Year ended December 31, 2018
Other
Total
Bendix
Beginning of year
Accrual for update to
estimated liabilities
Change in estimated
cost of future claims
Update of expected
resolution values
for pending claims
Asbestos-related
liability payments
Spin-Off related
adjustments
Balance Sheet
Reclassification
End of year
$
— $
— $
- $
— $
1 $
1 $
1,703 $
9 $
1,712
—
—
—
—
—
—
141
—
141
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(151)
(4)
(155)
—
—
—
—
—
—
(1,693)
(4)
(1,697)
—
— $
—
— $
—
— $
—
— $
(1)
— $
(1)
— $
—
— $
—
1 $
—
1
$
Insurance Recoveries for Asbestos-Related Liabilities
Beginning of year
Probable insurance recoveries related to estimated
liability
Insurance receipts for asbestos-related liabilities
Insurance receivables settlements and write-offs
Other
Spin-Off related adjustments
2020
Bendix
2019
Bendix
2018
Bendix
$
$
— $
—
—
—
—
—
— $
— $
—
—
—
—
—
— $
191
10
(24)
1
—
(178)
—
There are no asbestos related liabilities recorded as of December 31, 2020 and 2019.
Securities Litigation
On September 25, 2020, a putative securities class action complaint was filed against Garrett Motion Inc. and certain current and former Garrett
officers and directors, in the United States District Court for the Southern District of New York. The case bears the caption: Steven Husson, Individually
and On Behalf of All Others Similarly Situated, v. Garrett Motion Inc., Olivier Rabiller, Alessandro Gili, Peter Bracke, Sean Deason, and Su Ping Lu, Case
No. 1:20-cv-07992-JPC (SDNY) (the “Husson Action”). The Husson Action asserts claims under Sections 10(b) and 20(a) of the Exchange Act, for
securities fraud and control person liability. On September 28, 2020, the plaintiff sought to voluntarily dismiss his claim against Garrett Motion Inc. in
light of the Company’s bankruptcy; this request was granted.
On October 5, 2020, another putative securities class action complaint was filed against certain current and former Garrett officers and directors, in
the United States District Court for the Southern District of New York. This case bears the caption: The Gabelli Asset Fund, The Gabelli Dividend &
Income Trust, The Gabelli Value 25 Fund Inc., The Gabelli Equity Trust Inc., SM Investors LP and SM Investors II LP, on behalf of themselves and all
others similarly situated, v. Su Ping Lu, Olivier Rabiller, Alessandro Gili, Peter Bracke, Sean Deason, Craig Balis, Thierry Mabru,
121
Russell James, Carlos M. Cardoso, Maura J. Clark, Courtney M. Enghauser, Susan L. Main, Carsten Reinhardt, and Scott A. Tozier, Case No. 1:20-cv-
08296-JPC (SDNY) (the “Gabelli Action”). The Gabelli Action also asserts claims under Sections 10(b) and 20(a) of the Exchange Act.
On November 5, 2020, another putative securities class action complaint was filed against certain current and former Garrett officers and directors,
in the United States District Court for the Southern District of New York. This case bears the caption: Joseph Froehlich, Individually and On Behalf of All
Others Similarly Situated, v. Olivier Rabiller, Allesandro Gili, Peter Bracke, Sean Deason, and Su Ping Lu, Case No. 1:20-cv-09279-JPC (SDNY) (the
“Froehlich Action”). The Froehlich Action also asserts claims under Sections 10(b) and 20(a) of the Exchange Act.
All three actions are currently assigned to Judge John P. Cronan. Su Ping Lu filed a waiver of service in the Gabelli Action on November 10,
2020. On November 24, 2020, competing motions were filed seeking the appointment of lead plaintiff and lead counsel and the consolidation of the
Husson, Gabelli, and Froehlich Actions.
On December 8, 2020, counsel for the plaintiffs in the Gabelli Action – the Entwistle & Cappucci law firm – filed an unopposed stipulation and
proposed order that would (1) appoint the plaintiffs in the Gabelli Action – the “Gabelli Entities” – the lead plaintiffs; (2) would appoint Entwistle &
Cappucci as lead counsel for the plaintiff class; (3) consolidate the Gabelli Action, the Husson Action, and the Froehlich Action; (4) set a date by which
lead plaintiff would file a consolidated amended complaint by February 25, 2021; and (5) set a date by which defendants shall respond to a consolidated
amended complaint of April 26, 2021. On January 21, 2021, the district court issued an order consolidating the three actions as In re Garrett Motion Inc.
Securities Litigation, Case Number 20 Civ. 7992 (JPC), and appointing the Gabelli entities as the lead plaintiffs.
The Company’s insurer, AIG has accepted the defense, subject the customary reservation of rights.
The Bankruptcy Court has set a bar date of March 1, 2021 for, among others, current and former shareholders to file securities-related claims
against the Company. We are not yet able to assess the likelihood that any such claims will be allowed. To the extent allowed, each holder of such claims
shall be entitled to receive, (x) its pro rata share of the aggregate cash payments received or recoverable from any insurance policies of the Company on
account of any such allowed claims and (y) solely to the extent that such payments are less than the amount of its allowed claim, such treatment that is
consistent with section 1129 of the Bankruptcy Code and otherwise acceptable to the Debtors and the parties to the PSA in accordance with the PSA.
Make-Whole Litigation
On November 13, 2020, certain of the Debtors (the “Plaintiffs”) filed a complaint in the Bankruptcy Court against the indenture trustee (the
“Indenture Trustee”) of the 5.125% senior notes due 2026 (the “Senior Notes”) seeking declaratory judgment on two claims for relief that the Debtors do
not owe, and the holders of the Senior Notes (the “Noteholders”) are not entitled to, any make-whole premium under the Indenture (the “Make-Whole” and
such litigation, the “Make-Whole Litigation”). Certain Noteholders have contended in these Chapter 11 Cases that the Noteholders are entitled to payment
of the Make-Whole under the terms of the Indenture, which provide for the payment of the Make-Whole if the Debtors exercise their right to redeem the
Senior Notes prior to maturity, as a result of the Debtors’ commencement of their Chapter 11 Cases. The Plaintiffs believe that the Noteholders are not
entitled to any Make-Whole because the Debtors have not exercised their right of redemption as contemplated by the Indenture and, in the alternative, the
Make-Whole should be disallowed as unmatured interest pursuant to Section 502(b)(2) of the Bankruptcy Code. On January 8, 2021, the Indenture Trustee
filed an answer to the Debtors’ complaint. Pursuant to the Plan, the Make Whole is an allowed claim in the amount of $15 million. As the Plan has not been
approved by the Bankruptcy Court, the Make Whole was not recorded as of December 31, 2020. Pursuant to the PSA, the Debtors have agreed to suspend
all litigation activities related to and to stay the Make-Whole Litigation through Emergence and to dismiss with prejudice such proceedings upon
Emergence.
Other Matters
We are subject to other lawsuits, investigations and disputes arising out of the conduct of our business, including matters relating to commercial
transactions, government contracts, product liability, prior acquisitions and divestitures, employee benefit plans, intellectual property and environmental,
health and safety matters. We recognize a liability for
122
any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these
matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with
the assistance of outside legal counsel and, if applicable, other experts.
In September 2020, the Brazilian tax authorities issued an infraction notice against Garrett Motion Industria Automotiva Brasil Ltda, challenging
the use of certain tax credits between January 2017 and February 2020. The infraction notice results in a loss contingency that may or may not ultimately
be incurred by the Company. The estimated total amount of the contingency as of December 31, 2020 was $29 million including penalties and interest. The
Company appealed the infraction notice on October 23, 2020. The Company believes, based on management’s assessment and the advice of external legal
counsel, that it has meritorious arguments in connection with the infraction notice and any liability for the infraction notice is currently not probable.
Accordingly, no accrual is required at this time.
Warranties and Guarantees
In the normal course of business, we issue product warranties and product performance guarantees. We accrue for the estimated cost of product
warranties and performance guarantees based on contract terms and historical experience at the time of sale to the customer. Adjustments to initial
obligations for warranties and guarantees are made as changes to the obligations become reasonably estimable. Product warranties and product
performance guarantees are included in Accrued liabilities. As noted in Note 2, Reorganization, the Debtors have been granted certain First Day Orders that
allow the Company to continue to operate as a debtor-in-possession and continue to perform on these warranty and guarantee obligations in the ordinary
course of business. The following table summarizes information concerning our recorded obligations for product warranties and product performance
guarantees.
Beginning of year
Accruals for warranties/guarantees issued during the year
Settlement of warranty/guarantee claims
Less: Amounts reclassified to Liabilities subject to
compromise
2020
Years Ended December 31,
2019
2018
$
$
29 $
19
(17)
(16)
15 $
32 $
31
(34)
—
29 $
28
33
(29)
—
32
Note 24. Defined Benefit Pension Plans
We sponsor several funded U.S. and non-U.S. defined benefit pension plans. Pension benefits for many of our U.S. employees are provided through
a non-contributory, qualified defined benefit plan. All non-union hourly and salaried employees that joined the Business or Garrett for the first time after
December 31, 2012, are not eligible to participate in our U.S. defined benefit pension plans. We also sponsor defined benefit pension plans which cover
non-U.S. employees who are not U.S. citizens, in Switzerland and Ireland. Other pension plans outside of the U.S. are not material to the Company either
individually or in the aggregate.
For periods prior to the Spin-Off, we only accounted for our pension plan in Ireland as a defined benefit pension plan. Our other pension plans were
accounted for as multiemployer plans.
On October 1, 2018, in connection with the Spin-Off, we performed an interim remeasurement of our defined benefit pension plan in Ireland to
update the discount rate as of the date immediately prior to the Spin-Off.
123
The following tables summarize the balance sheet impact, including the benefit obligations, assets and funded status associated with our significant
pension plans.
Change in benefit obligation:
Benefit obligation at beginning of the year
Service cost
Interest cost
Plan amendments
Actuarial (gains) losses(1)
Benefits paid
Settlements and curtailments(2)
Foreign currency translation
Transfers
Other
Benefit obligation at end of the year
Change in plan assets:
Fair value of plan assets at beginning of the year
Actual return on plan assets
Employer contributions
Benefits paid
Settlements and curtailments(2)
Foreign currency translation
Transfers
Other
Fair value of plan assets at end of year
Funded status of plans
Amounts recognized in Consolidated Balance Sheet
consist of:
Accrued pension liabilities - noncurrent(3)
Liabilities subject to compromise(4)
Net amount recognized
U.S.
Plans
2020
$
Pension Benefits
U.S.
Plans
2019
Non-U.S.
Plans
2020
Non-U.S.
Plans
2019
206 $
1
6
—
17
(10)
—
—
—
—
220
204
25
—
(10)
—
—
—
—
219
178 $
1
7
—
29
(9)
—
—
—
—
206
177
36
—
(9)
—
—
—
—
204
$
(1) $
(2) $
—
(1)
(1) $
(2)
—
(2) $
$
226 $
9
2
(10)
18
(3)
(10)
22
2
3
259
150
8
7
(3)
(10)
15
2
3
172
(87) $
—
(87)
(87) $
172
6
2
1
37
(6)
—
—
10
4
226
123
14
6
(6)
—
—
10
3
150
(76)
(76)
—
(76)
(1)
(2)
(3)
(4)
The actuarial loss on the U.S. plans during 2020 was $17 million, driven by lower discount rates. For the non-US plans, the 2020 actuarial loss
amounted to $18 million. The decrease of discount rates led to an assumption loss of $19 million in Ireland and $4 million in Switzerland. The
increased salary assumption in Ireland caused an additional loss of about $1 million. This financial loss was partially offset by the $6 million
experience gain on the projected benefit obligation in Switzerland, mainly attributable to the larger than expected asset outflow related to
employees leaving Garrett and taking along their pension fund account balances.
In Switzerland the total lump sum benefit payments of $10 million were greater than the service cost and interest cost for year ended December 31,
2020, therefore settlement accounting was applied. Following the settlement accounting, part of the previously unrecognized loss, approximately $1
million was recognized as pension settlement expense.
Included in Other liabilities in the Consolidated Balance Sheet
Included in Liabilities subject to compromise in the Consolidated Balance Sheet
124
Amounts recognized in Accumulated other comprehensive (income) loss associated with our significant pension and other postretirement benefit
plans at December 31, 2020 and December 31, 2019 are as follows:
Prior service (credit)
Net actuarial loss
Net amount recognized
U.S.
Plans
2020
Pension Benefits
U.S.
Plans
2019
Non-U.S.
Plans
2020
Non-U.S.
Plans
2019
$
$
(1) $
9
8 $
(2) $
6
4 $
(9) $
24
15 $
The components of net periodic benefit (income) cost and other amounts recognized in Other comprehensive (income) loss for our significant
pension and other postretirement benefit plans include the following components:
Net Periodic Benefit Cost
Service cost
Interest cost
Expected return on plan assets
Recognition of actuarial losses
Settlements and curtailments(2)
Net periodic benefit (income) cost
U.S. Plans
Non-U.S. Plans
Pension Benefits
2020
2019
2020
2019
2018(1)
$
$
1 $
6
(11)
—
—
(4) $
1 $
7
(10)
—
—
(2) $
9 $
2
(6)
13
1
19 $
6 $
2
(4)
13
—
17 $
1
21
22
4
2
(3)
3
—
6
(1)
(2)
For the periods prior to the Spin-Off, only the pension plan in Ireland is reflected as a non-U.S. defined benefit pension plan as all other pension
plans were accounted for as multiemployer plans. Following the Spin-Off, the defined benefit pension plan in Switzerland is also reflected.
In Switzerland the total lump sum benefit payments of $10 million were greater than the service cost and interest cost for year ended December 31,
2020, therefore settlement accounting was applied. Following the settlement accounting, part of the previously unrecognized loss, approximately $1
million was recognized as pension settlement expense.
Other Changes in Plan Assets and Benefits Obligations
Recognized in
Other Comprehensive (Income) Loss
Actuarial (gains) losses
Prior service (credit)
Actuarial losses recognized during year
Foreign currency translation
Total recognized in other comprehensive
(income) loss
Total recognized in net periodic benefit
(income) cost and other comprehensive
(income) loss
U.S. Plans
Non-U.S. Plans
2020
2019
2020
2019
2018(1)
3 $
—
—
—
2 $
—
—
—
15 $
(10)
(14)
2
27 $
1
(13)
1
3 $
2 $
(7) $
16 $
(4)
1
(3)
—
(6)
(1) $
— $
12 $
33 $
—
$
$
$
(1)
For the periods prior to the Spin-Off, only the pension plan in Ireland is reflected as a non-U.S. defined benefit pension plan as all other pension
plans were accounted for as multiemployer plans. Following the Spin-Off, the defined benefit pension plan in Switzerland is also reflected.
125
Major actuarial assumptions used in determining the benefit obligations and net periodic benefit (income) cost for our significant benefit plans are
presented in the following table as weighted averages.
Actuarial assumptions used to determine
benefit obligations as of December 31:
Discount rate
Expected annual rate of compensation
increase
Interest credited to accounts (2)
Actuarial assumptions used to determine net
periodic benefit (income) cost for years
ended December 31:
Discount rate—benefit obligation
Discount rate—service cost
Discount rate—interest cost
Expected rate of return on plan assets
Expected annual rate of compensation
increase
U.S. Plans
Non-U.S. Plans
Pension Benefits
2020
2019
2020
2019
2018(1)
2.65%
3.30%
0.46%
0.79%
1.50%
3.57%
—
3.74%
—
1.82%
1.50%
1.77%
1.50%
1.77%
1.50%
3.30%
4.47%
4.06%
5.49%
4.44%
4.47%
4.06%
5.80%
0.79%
1.20%
1.74%
3.79%
1.65%
1.20%
1.74%
3.34%
1.50%
1.50%
1.50%
3.77%
3.74%
3.74%
1.77%
1.77%
1.77%
(1)
(2)
For the periods prior to the Spin-Off, only the pension plan in Ireland is reflected as a non-U.S. defined benefit pension plan as all other pension
plans were accounted for as multiemployer plans. Following the Spin-Off, the defined benefit pension plan in Switzerland is also reflected.
Only applicable to the defined benefit pension plan in Switzerland.
The discount rate for our significant pension plans reflects the current rate at which the associated liabilities could be settled at the measurement
date of December 31. To determine the discount rates, we use a modeling process that involves matching the expected cash outflows of our benefit plans to
a yield curve constructed from a portfolio of high quality, fixed-income debt instruments. We use the single weighted-average yield of this hypothetical
portfolio as a discount rate benchmark.
For both our U.S. and non-U.S. defined benefit pension plans, we estimate the service and interest cost components of net period benefit (income)
cost by utilizing a full yield curve approach in the estimation of these cost components by applying the specific spot rates along the yield curve used in the
determination of the pension benefit obligation to their underlying projected cash flows. This approach provides a more precise measurement of service and
interest costs by improving the correlation between projected cash flows and their corresponding spot rates.
For non-U.S. benefit plans, actuarial assumptions reflect economic and market factors relevant to each country.
The following amounts relate to our significant pension plans with accumulated benefit obligations exceeding the fair value of plan assets.
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
December 31,
U.S. Plans
Non-U.S. Plans
2020
2019
2020
2019
$
— $
—
—
— $
—
—
259 $
239
172
226
212
150
Our asset investment strategy for our U.S. pension plan focuses on maintaining a diversified portfolio using various asset classes in order to achieve
market exposure and diversification on an interim basis as we develop our long-term investment objectives on a risk adjusted basis. Once finalized, we will
implement our long-term strategy. Our interim target allocations are as follows: 35% equity securities, 50% fixed income securities and cash, 10% real
estate investments, and 5% high yield bonds. Equity securities include mutual funds that invest in companies located both
126
inside and outside the United States. Fixed income securities include exposure to medium and high quality investment grade corporate bonds, pooled
consumer loans and U.S. government bonds with an average maturity of 5 - 25 years. The real estate fund invests in real estate investment trusts –
companies that purchase office buildings, hotels and other real estate property. The high yield bond fund invests in a diversified portfolio of intermediate
term below investment-grade debt securities. Our assets are reviewed on a daily basis to ensure that we are within the targeted asset allocation ranges and,
if necessary, asset balances are adjusted back within target allocations.
Our non-U.S. pension assets are typically managed by decentralized fiduciary committees. Our non-U.S. investment policies are different for each
country as local regulations, funding requirements, and financial and tax considerations are part of the funding and investment allocation process in each
country.
The fair values of both our U.S. and non-U.S. pension plans assets by asset category are as follows:
Equity funds
Short-term investments
Corporate bond funds
Real estate funds
Total assets at fair value
Equity funds
Short-term investments
Corporate bond funds
Real estate funds
Total assets at fair value
Cash and cash equivalents
Equity funds
Government bond funds
Corporate bond funds
Real estate funds
Other
Total assets at fair value
Cash and cash equivalents
Equity funds
Government bond funds
Corporate bond funds
Real estate funds
Other
Total assets at fair value
U.S. Plans
December 31, 2020
Total
Level 1
Level 2
Level 3
79 $
2
117
21
219 $
— $
—
—
—
— $
79 $
2
117
21
219 $
U.S. Plans
December 31, 2019
Total
Level 1
Level 2
Level 3
74 $
2
106
22
204 $
— $
—
—
—
— $
74 $
2
106
22
204 $
Non-U.S. Plans
December 31, 2020
Total
Level 1
Level 2
Level 3
5 $
76
35
23
20
13
172 $
5 $
—
—
—
—
—
5 $
— $
76
35
23
20
13
167 $
Non-U.S. Plans
December 31, 2019
Total
Level 1
Level 2
Level 3
2 $
68
30
21
18
11
150 $
2 $
—
—
—
—
—
2 $
— $
68
30
21
18
11
148 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
$
$
$
$
$
Equity funds, corporate bond funds, government bond funds, real estate funds and short-term investments are valued either by bids provided by
brokers or dealers or quoted prices of securities with similar characteristics. Other
127
includes diversified mutual funds. These investments are valued at estimated fair value based on quarterly financial information received from the
investment advisor and/or general partner.
Our general funding policy for qualified defined benefit pension plans is to contribute amounts at least sufficient to satisfy regulatory funding
standards. We are not required to make any contributions to our U.S. pension plan in 2020. In 2020, contributions of $7 million were made to our non-U.S.
pension plans to satisfy regulatory funding requirements. In 2021, we expect to make contributions of cash and/or marketable securities of approximately
$7 million to our non-U.S. pension plans to satisfy regulatory funding standards. Contributions for both our U.S. and non-U.S. pension plans do not reflect
benefits paid directly from Company assets.
Benefit payments, including amounts to be paid from Company assets, and reflecting expected future service, as appropriate, are expected to be
paid as follows:
2021
2022
2023
2024
2025
2026-2030
$
U.S.
Plans
Non-U.S.
Plans
10 $
11
11
11
11
57
3
4
4
4
4
24
Note 25. China Variable Interest Entity
On September 20, 2018 in preparation of the Spin-Off, the Company entered into an agreement by and between Honeywell and Garrett (the “China
Purchase Agreement”) in which Honeywell agreed to sell to Garrett 100% of the equity interests of Honeywell Transportation Investment (China) Co., Ltd.
(“Garrett China”) consisting of our primary operations in China, in exchange for upfront consideration of 8,444,077 shares of our common stock. No
further consideration from Garrett was due. The China Purchase Agreement was amended to extend the date of the transfer of the equity interests in Garrett
China from September 20, 2019 to June 30, 2020.
Prior to the transfer of the equity interests, Garrett China was considered a variable interest entity for which Garrett is the primary beneficiary
because the China Purchase Agreement provided Garrett control to direct the management and operation of Garrett China as well as all economic benefits
and losses. The intent of the agreement was to place Garrett in the same position as if it already owned 100% of the equity interests of Garrett China. As the
agreement was effective prior to the Spin-Off date while the Company and Garrett China were under common control of Honeywell, the assets and
liabilities of Garrett China were recognized at their carrying amounts.
On June 3, 2020 Honeywell transferred 100% of the equity interests of Garrett China in accordance with the China Purchase
Agreement. Following the transfer, Garrett continues to consolidate Garrett China. However, Garrett China is no longer considered to be a variable interest
entity as Garrett now owns 100% of the equity interests. There was no change in the basis of the net assets of Garrett China as the transaction did not result
in a change of control under U.S. GAAP.
Note 26. Concentrations
Sales concentration—Net sales by region (determined based on country of shipment) and channel are as follows:
United States
Europe
Asia
Other International
Year ended December 31, 2020
OEM Aftermarket
Other
Total
309 $
1,395
928
11
2,643 $
148 $
122
41
19
330 $
5 $
30
26
—
61 $
462
1,547
995
30
3,034
$
$
128
United States
Europe
Asia
Other International
United States
Europe
Asia
Other International
Year ended December 31, 2019
OEM Aftermarket
Other
Total
307 $
1,631
843
15
2,796 $
171 $
136
51
19
377 $
7 $
39
29
—
75 $
485
1,806
923
34
3,248
Year ended December 31, 2018
OEM Aftermarket
Other
Total
338 $
1,686
847
22
2,893 $
175 $
151
50
21
397 $
5 $
54
26
—
85 $
518
1,891
923
43
3,375
$
$
$
$
Customer concentration—Net sales to Garrett’s largest customer and the corresponding percentage of total net sales are as follows:
Customer A
Others
2020
%
Net sales
Years ended December 31,
2019
%
2018
%
$
$
301
2,733
3,034
10 $
90
100 $
374
2,874
3,248
12 $
88
100 $
455
2,920
3,375
13
87
100
Long-lived assets concentration—Long-lived assets by region are as follows:
United States
Europe
Asia
Other International
Long-lived Assets(1)
December 31,
2019
2020
2018
$
$
21 $
315
151
18
505 $
24 $
285
141
21
471 $
26
273
123
16
438
(1)
Long-lived assets are comprised of property, plant and equipment–net.
Supplier concentration—The Company’s largest supplier accounted for 8%, 12% and 14% of direct materials purchases for the years ended
December 31, 2020, 2019 and 2018 respectively.
Note 27. Related Party Transactions with Honeywell
Subsequent to Spin-Off
Following the Spin-Off, Honeywell is no longer considered a related party.
We have Obligations payable to Honeywell related to the Indemnification and Reimbursement Agreement and Tax Matters Agreement. See Note
23 Commitments and Contingencies for further details.
129
Prior to Spin-Off
The Consolidated and Combined Financial Statements for periods prior to the Spin-Off have been prepared on a stand-alone basis and are derived
from the consolidated financial statements and accounting records of Honeywell.
Prior to the Spin-Off, Honeywell provided certain services, such as legal, accounting, information technology, human resources and other
infrastructure support, on behalf of the Business. The cost of these services has been allocated to the Business on the basis of the proportion of revenues.
We consider the allocations to be a reasonable reflection of the benefits received by the Business. During the year ended December 31, 2018, Garrett was
allocated $87 million of general corporate expenses incurred by Honeywell, and such amounts are included within Selling, general and administrative
expenses in the Consolidated and Combined Statements of Operations. As certain expenses reflected in the Consolidated and Combined Financial
Statements include allocations of corporate expenses from Honeywell, these statements could differ from those that would have been prepared had Garrett
operated on a stand-alone basis.
The Company received interest income for related party notes receivables of $1 million for the year ended December 31, 2018. Additionally, the
Company incurred interest expense for related party notes payable of $1 million for the year ended December 31, 2018.
Note 28. Unaudited Quarterly Financial Information
The following tables show selected unaudited quarterly results of operations for 2020 and 2019. The quarterly data have been prepared on the same
basis as the audited annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair
statement of our results of operations for these periods.
Net Sales
Gross Profit
Net Income (Loss)
Earnings (loss) per share - basic
Earnings (loss) per share - diluted
Net Sales
Gross Profit
Net Income (Loss)
Earnings (loss) per share - basic
Earnings (loss) per share - diluted
$
$
2020
March 31
June 30
September 30
December 31
Year Ended
December 31,
745 $
142
52
0.69
0.68
477 $
84
(9)
(0.12)
(0.12)
804 $
152
11
0.15
0.14
1,008 $
178
26
0.34
0.34
3,034
556
80
1.06
1.05
2019
March 31
June 30
September 30
December 31
Year Ended
December 31,
835 $
196
73
0.98
0.97
802 $
182
66
0.88
0.86
781 $
172
38
0.51
0.50
830 $
161
136
1.82
1.79
3,248
711
313
4.20
4.12
130
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and
procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible
controls and procedures relative to their costs. Based on management's evaluation, our Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2020.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under
the Exchange Act.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in
“Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.
Deloitte SA, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting,
which is included in Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information
None
131
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information about our Directors
The following table presents information concerning our board of directors (the “Board”).
Name
Olivier Rabiller
Carlos Cardoso
Maura J. Clark
Courtney Enghauser
Susan L. Main
Carsten J. Reinhardt
Jérôme Stoll
Scott Tozier
Age
Position
50 Director, President & Chief Executive Officer
63 Chairman of the Board
62 Director
48 Director
62 Director
53 Director
66 Director
55 Director
The following are brief biographies describing the backgrounds of our directors.
In Current Position Since
October 2018
September 2018
October 2018
October 2018
October 2018
October 2018
March 2020
October 2018
Olivier Rabiller
Mr. Rabiller has served as President & Chief Executive Officer (“CEO”) as well as a member of the Board since the Spin-Off. Prior to the Spin-
Off, Mr. Rabiller served as President and CEO of the Transportation Systems division at Honeywell from 2016 until the Spin-Off. Mr. Rabiller’s global
career spanned approximately 16 years at Honeywell where he also served as Vice President and General Manager of Transportation Systems for High
Growth Regions, Business Development, and Aftermarket (from July 2014 to July 2016) as well as Vice President, General Manager of Transportation
Systems Aftermarket (from January 2012 to July 2014). Earlier positions within Honeywell included Vice President of Sourcing for Transportation
Systems; Vice President of Customer Management for Passenger Vehicles at Honeywell Turbo Technologies; Vice President, European Sales and Customer
Management; and Director of Marketing and Business Development for the European region. He joined Honeywell in 2002 as Senior Program Manager
and Business Development Manager for Turbo Technologies EMEA. Mr. Rabiller is a director of the Swiss-American Chamber of Commerce, a non-profit
organization that facilitates business relations between Switzerland and the United States. From 2012 to 2016, Mr. Rabiller was a director of Friction
Material Pacifica, Australia. He holds a Master's degree in Engineering from Ecole Centrale Nantes and an MBA from INSEAD. We believe Mr. Rabiller is
qualified to serve as a member of our Board of Directors because of his extensive experience at the Transportation Systems division at Honeywell, his
background within the automotive industry and his strong leadership abilities.
Carlos Cardoso
Mr. Cardoso has served as a member of our Board since September 2018. Mr. Cardoso has served as the Principal of CMPC Advisors LLC, an
investment advisory firm, since January 2015. Previously, he served as Senior Advisor of Irving Place Capital where he focused on investments in
industrial manufacturing and distribution companies from July 2015 to August 2018. From 2007 to 2015, Mr. Cardoso was also Chairman and CEO of
Kennametal, a global leader in metal-working solutions and engineered components serving a diverse set of industrial and infrastructure markets, where he
also served as Chairman from 2006 to 2014. Before serving as CEO, Mr. Cardoso served as Kennametal’s Vice President and Chief Operating Officer
(“COO”). Prior to Kennametal, he held executive roles at Flowserve and Honeywell (AlliedSignal). Mr. Cardoso currently serves on the boards of directors
of Stanley Black & Decker, Inc. and Hubbell Incorporated. He previously served on the board of the Ohio Transmission Corporation. He has been named
one of America’s “Best Chief Executive Officers” by Institutional Investor Magazine. Mr. Cardoso earned a Bachelor of Science degree in Business
Administration from Fairfield University and a Master’s degree in Management from Rensselaer Polytechnic Institute. He received an honorary degree of
Doctor of Humane Letters from Saint Vincent College in Latrobe, Pennsylvania. We believe Mr. Cardoso is qualified to serve as a member and Chairman
of our Board of Directors because of his background as a director for public companies and his expertise in companies with extensive manufacturing and
distribution operations.
132
Maura J. Clark
Ms. Clark has served as a member of our Board since the Spin-Off. From 2005 to 2014, Ms. Clark served as President of Direct Energy Business,
LLC, a leading North American retail energy business serving commercial and industrial companies, and Senior Vice President North American Strategy
and Mergers and Acquisitions of Direct Energy. Her prior experience includes serving as Managing Director of Investment Banking Services at Goldman
Sachs & Co. and as Executive Vice President of Corporate Development and Chief Financial Officer (“CFO”) of Clark USA, an independent oil refining
and marketing company. Ms. Clark is a member of the Boards of Nutrien Ltd, Fortis Inc., Newmont Corporation and Sanctuary for Families, a New York-
based not-for-profit organization. She previously served on the Boards of Elizabeth Arden, Inc. and Primary Care Development Corp. She graduated from
Queens University with a Bachelor of Arts in Economics. She is also qualified as a Charted Professional Accountant. We believe Ms. Clark is qualified to
serve as a member of our Board due to her financial management expertise and experience managing the operations of an international commercial and
industrial energy business as well as her significant experience serving on other public company boards. In addition, Ms. Clark contributes to the gender
diversity of our Board.
Courtney M. Enghauser
Ms. Enghauser has served as a member of our Board since the Spin-Off and has served as the CFO of Heartland Home Services, a residential
HVAC, plumbing, electrical and air quality services business, since January 2021. Ms. Enghauser previously served as CFO of Agility Global Holdings, a
private equity owned platform acquiring and operating businesses in the automotive plastics sector, from November 2019 to 2020. Prior to her current role,
she advised private equity firms on acquisitions and transactions in a variety of industries. From April 2013 to June 2017, she was the CFO of Sensus, a
leading provider of smart meters, network technologies, and advanced data analytics services that was acquired by Xylem Inc. in 2016. Prior to her time at
Sensus, Ms. Enghauser was the CFO of Kinetek, Inc., where she was responsible for the financial management, treasury, and reporting of a global portfolio
company consisting of eleven operating subsidiaries and sixteen holding companies in the electric motors and controls industries located throughout the
world. Ms. Enghauser also served as CFO of other businesses and held a variety of other financial positions including Director of Finance, Mergers and
Acquisitions, and Corporate Controller. She started her career as an Auditor at PricewaterhouseCoopers. Ms. Enghauser graduated with a Bachelor of
Science in Accounting from Indiana University and is a Certified Public Accountant. We believe Ms. Enghauser is qualified to serve on our Board due to
her significant experience in the technology sector and her expertise in global financial strategy. In addition, Ms. Enghauser contributes to the gender
diversity of our Board.
Susan L. Main
Ms. Main has served as a member of our Board since the Spin-Off and has served as the Senior Vice President and CFO of Teledyne Technologies
Incorporated, a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered
systems, since November 2012. Prior to her current role, Ms. Main was Teledyne’s Vice President and Controller for approximately nine years. From 1999
to 2004, Ms. Main served as Vice President and Controller for Water Pik Technologies, Inc. Ms. Main also held numerous financial roles at the former
Allegheny Teledyne Inc. within its government, industrial and commercial segments. Earlier in her career, Ms. Main held financial and auditing roles at the
former Hughes Aircraft Company. Ms. Main is a member of the Board of Ashland Global Holdings, Inc., where she serves as the Chairperson of the Audit
Committee and as a member of the Governance and Nominating Committee. Ms. Main is a member of the National Association of Corporate Directors and
Women Corporate Directors. Ms. Main graduated from California State University, Fullerton with a Bachelor of Arts in Business Administration. We
believe Ms. Main is qualified to serve on our Board based on her extensive leadership experience in financial management, including in a leading global
technology company. In addition, Ms. Main contributes to the gender diversity of our Board.
133
Carsten J. Reinhardt
Mr. Reinhardt has served as a member of our Board since the Spin-Off. Mr. Reinhardt has served as an independent Senior Advisor since October
2016. From October 2016 to February 2019, Mr. Reinhardt served as Senior Advisor for RLE International, a development and service provider to the
automotive industry. From July 2012 to October 2016, Mr. Reinhardt was President and CEO of Voith Turbo GmbH & Co. KG, a supplier of advanced
powertrain technologies to the rail, commercial vehicle, marine, power generation, oil & gas and mining industries. Prior to that, Mr. Reinhardt served as
COO of Meritor Inc., a manufacturer of automobile components, from 2008 to 2011 and as President of Meritor’s Commercial Vehicle Division from 2006
to 2008. Before joining Meritor, Mr. Reinhardt served as President and CEO of Detroit Diesel Corp., a diesel engine manufacturer, from 2003 to 2006,
following 10 years in a variety of management positions at Daimler Trucks North America, a manufacturer of commercial vehicles. Mr. Reinhardt started
his career as management trainee at Daimler AG in Stuttgart, Germany. Mr. Reinhardt currently sits on the Board of SAF-Holland S.A., where he serves as
a member of the audit committee. He also sits on the Boards of several private companies, including GRUNDFOS Holding A/S, Tmax Holding GmbH and
Beinbauer Automotive GmbH. Mr. Reinhardt holds a Bachelor’s degree in Mechanical Engineering from Esslingen Technical University in Germany and a
Master of Science degree in Automobile Engineering from the University of Hertfordshire, UK. We believe Mr. Reinhardt is qualified to serve on our
Board due to his extensive experience and operational expertise in the automotive industry across global markets.
Jérôme Stoll
Mr. Stoll has served as a member of our Board since March 2020. Mr. Stoll served in numerous senior executive roles at Groupe Renault from 1980
to 2020, including as President of Renault Sport Racing from 2013 to 2020; Chief Performance Officer from 2013 to 2016; Executive Vice President, Sales
and Marketing from 2009 to 2016; Chief Executive Officer of Renault DO Brazil from 2006 to 2009; and Chief Executive Officer of Renault Samsung
Motors, South Korea from 2000 to 2006. Mr. Stoll also serves on various Strategic Committees in the automotive sector and is the Vice President of
CEDEP, a training organization for high potential executives. Mr. Stoll received an MBA from Ecole Superieure de Commerce de Paris and an Executive
MBA from HEC-CPA. We believe Mr. Stoll is qualified to serve on our Board due to his extensive management experience in the automotive industry, his
global business experience and his strong leadership skills.
Scott Tozier
Mr. Tozier has served as a member of our Board since the Spin-Off and has been the CFO and Executive Vice President of Albemarle Corporation,
a specialty chemicals company, since January 2011. Prior to joining Albemarle, he served as Vice President of Finance, Transformation and Operations of
Honeywell, where he was responsible for Honeywell's global financial shared services and best practices management. His 16-year career with Honeywell
spanned senior financial positions in the United States, Asia Pacific and Europe. Mr. Tozier currently serves as a member of the Boards for MARBL and
Volta Energy Technologies. He is also a trustee for Blumenthal Performing Arts, and on the Board of Advisors for Junior Achievement of the Carolinas. He
holds a Bachelor of Business Administration in Accounting from the University of Wisconsin-Madison. Mr. Tozier holds an MBA from the University of
Michigan, where he graduated with honors. He is a Certified Public Accountant. We believe Mr. Tozier is qualified to serve on our Board due to his
experience as a former executive within Honeywell, a global public company, as well as his financial management skills given his background as a CFO
and a Certified Public Accountant.
134
Information about our Executive Officers
The following table presents information concerning our executive officers.
Name
Olivier Rabiller
Sean Deason
Craig Balis
Peter Bracke
Daniel Deiro
Thierry Mabru
Jérôme Maironi
Fabrice Spenninck
Age
Position
50 Director, President & Chief Executive Officer
49 Senior Vice President & Chief Financial Officer
56 Senior Vice President & Chief Technology Officer
55 Vice President & Chief Transformation Officer
In Current Position Since
October 2018
June 2020
October 2018
September 2019
Senior Vice President, Global Customer Management & General Manager
Japan/Korea
48
53 Senior Vice President, Integrated Supply Chain
55 Senior Vice President, General Counsel & Corporate Secretary
52 Senior Vice President & Chief Human Resources Officer
October 2018
October 2018
October 2018
October 2018
The following are brief biographies describing the backgrounds of our executive officers. The Company and certain of its affiliates filed a petition
under the federal bankruptcy laws on September 20, 2020, at which time all of the below individuals were serving as executive officers of the Company.
The biography for Mr. Rabiller appears above on page 131.
Sean Deason
Mr. Deason has served as our Senior Vice President and Chief Financial Officer since June 2020. Mr. Deason previously served as Chief Financial
Officer and Controller of WABCO Holdings Inc. (“WABCO”), a manufacturer of technology systems for commercial vehicles, from April 2019 to June
2020. Prior to that, Mr. Deason was WABCO’s Vice President Controller and Investor Relations from June 2015 to April 2019. Prior to joining WABCO,
Mr. Deason spent four years with Evraz N.A., a steel products manufacturer, where he served as Vice President, Financial Planning & Analysis. Prior to
Evraz, Mr. Deason spent twelve years with Lear Corporation, a global automotive technology manufacturer, where he served as Director, Finance,
Corporate Business Planning & Analysis, Director, Finance, Asia Pacific Operations, and Assistant Treasurer, and held various other positions of
increasing responsibility since August 1999. Mr. Deason holds a Masters of International Management from Thunderbird School of Global Management
and is a Certified Management Accountant.
Craig Balis
Mr. Balis has served as our Senior Vice President and Chief Technology Officer since the Spin-Off. From June 2014 until such appointment, Mr.
Balis was the Vice President and Chief Technology Officer of Honeywell Transportation Systems. From 2008 to 2014, Mr. Balis was the Vice President of
Engineering of Honeywell Transportation Systems. Mr. Balis has a Bachelor of Science and Master’s degree in Engineering from the University of Illinois.
Peter Bracke
Mr. Bracke has served as Vice President and Chief Transformation Officer since June 2020. From September 2019 to June 2020, Mr. Bracke served
as our Vice President and Interim Chief Financial Officer. Previously, Mr. Bracke was Vice President, FP&A and Business Finance for Garrett where he
was responsible for the financial planning and control of operational and commercial activities from the Spin-Off to September 2019. Prior to this, Mr.
Bracke held various senior-level roles within multiple divisions at Honeywell. During his more than 20-year tenure at Honeywell, Mr. Bracke was CFO for
Honeywell Homes & Buildings Technologies and CFO for Honeywell Transportation Systems, which was renamed Garrett following the Spin Off. Prior to
joining Honeywell, Mr. Bracke was an auditor at KPMG. He received his undergraduate degree in Business Administration and his Master's degree in
Accountancy from the University of Ghent in Belgium.
135
Daniel Deiro
Mr. Deiro has served as our Senior Vice President, Global Customer Management, and General Manager Japan/Korea since the Spin-Off. From
August 2014 until such appointment, Mr. Deiro was the Vice President of Customer Management and General Manager for Honeywell Transportation
Systems for Japan and Korea. From 2012 until 2014, Mr. Deiro was a Senior Customer Management Director at Honeywell Transportation Systems. Mr.
Deiro has a degree in Automotive Engineering from Haute école spécialisée bernoise, Technique et lnformatique (BFH-TI), Biel, Switzerland.
Thierry Mabru
Mr. Mabru has served as our Senior Vice President, Integrated Supply Chain since the Spin-Off. From March 2013 until such appointment, Mr.
Mabru was the Vice President of Global Integrated Supply Chain for Honeywell Transportation Systems. From 2011 until 2013, Mr. Mabru was Senior
Director of Global Advanced Manufacturing Engineering for Honeywell Transportation Systems. From 2006 to 2011, Mr. Mabru was Director of the
Program Management Office of Honeywell Aerospace EMEAI. Mr. Mabru currently serves as a member of the Board of Friction Material Pacific (FMP)
Group Australia PTY Limited and the Board of Friction Material Pacific (FMP) Group PTY Limited. Mr. Mabru holds a Master of Science degree from the
Ecole Nationale de Mecanique et d'Aerotechniques (ISAE/ENSMA), Poitier, France.
Jérôme Maironi
Mr. Maironi has served as our Senior Vice President, General Counsel and Corporate Secretary since the Spin-Off. Prior to the Spin-Off, Mr.
Maironi served as the Vice President of Global Legal Affairs for Honeywell Performance Materials and Technologies for approximately five years. Mr.
Maironi received a post-graduate degree in Law & Practice of International Trade and a Master of Law from the University Rene Descartes, Paris, France.
Mr. Maironi is a member of the Association Francaise des Juristes d'Entreprise and has also passed the French Bar Exam. Mr. Maironi graduated with an
Executive MBA from INSEAD, Fontainebleau, France.
Fabrice Spenninck
Mr. Spenninck has served as our Senior Vice President and Chief Human Resources Officer since the Spin-Off. From August 2015 until such
appointment, Mr. Spenninck was Vice President of Human Resources of Honeywell Transportation Systems. From 2013 to 2015, Mr. Spenninck was Vice
President of Labor and Employee Relations and, from 2011 to 2013, he was Senior Director of Human Resources (One Country Leader) in France and
North Africa at Honeywell. Mr. Spenninck holds a Master’s degree in Human Resources and Labor Relations from the University of Montpellier, France.
Family Relationships
There are no family relationships among any of our executive officers or directors.
Code of Business Conduct
The Board has adopted a written code of business conduct (the “Code of Conduct”), which applies to all of our directors, officers and employees,
including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct is available on our website
www.garrettmotion.com in the “Investors” section under “Leadership & Governance.” In addition, we intend to post on our website all disclosures that are
required by law or applicable listing rules concerning any amendments to, or waivers from, any provision of our Code of Conduct.
136
Governance Documents
We believe that good corporate governance is important to ensure that Garrett is managed for the long-term benefit of our stockholders. Our
Nominating and Governance Committee will periodically review and reassess our Governance Guidelines, other governance documents and overall
governance structure. Complete copies of our Governance Guidelines and committee charters are available on the “Investors—Leadership & Governance”
section of our website at www.garrettmotion.com. Alternatively, you may request a copy of any of these documents by writing to Garrett Motion Inc.,
Attention: Jérôme Maironi, Secretary, La Pièce 16, Rolle, Switzerland 1180.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, our principal accounting officer and persons who beneficially own
more than 10% of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our
knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2020 filed
with the SEC and on written representations by our directors and executive officers, all required Section 16 reports under the Exchange Act for our
directors, executive officers, principal accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis
during the year ended December 31, 2020 except that the following forms were filed late: one Form 4 for Peter Bracke reporting one transaction; one Form
4 for Cyrus Capital Partners reporting one transaction; and one Form 4 for Attestor Value Master Fund reporting one transaction.
Audit Committee and Audit Committee Financial Expert
We have a separately-designated standing audit committee (“Audit Committee”). Scott A. Tozier, Carlos M. Cardoso, Courtney M. Enghauser and
Susan L. Main are the members of the Audit Committee. Mr. Tozier serves as the Chair of the Audit Committee. Although we are no longer listed on the
New York Stock Exchange (“NYSE”), our Board continues to apply the NYSE independence criteria in assessing director independence. All members of
the Audit Committee meet the independence standards of the NYSE and the SEC, as well as the financial literacy requirements of the NYSE. The Board
has determined that each of Mr. Tozier, Mr. Cardoso, Ms. Enghauser and Ms. Main qualifies as an “audit committee financial expert” as defined by SEC
rules. No Audit Committee member currently serves on the audit committees of more than three public companies.
Item 11. Executive Compensation
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis describes the principles underlying the material components of the executive compensation programs
for our Named Executive Officers who are named in the “Summary Compensation Table” below and the factors relevant to an analysis of the compensatory
policies and decisions. In 2020, our Named Executive Officers were:
•
•
•
•
•
•
Olivier Rabiller, President and Chief Executive Officer;
Sean Deason, Senior Vice President and Chief Financial Officer;
Peter Bracke, Chief Transformation Officer and former Vice President and Interim Chief Financial Officer;
Craig Balis, Senior Vice President and Chief Technology Officer;
Jérôme Maironi, Senior Vice President, General Counsel, and Corporate Secretary; and
Thierry Mabru, Senior Vice President, Integrated Supply Chain.
In June 2020, the Company appointed Sean Deason as Senior Vice President and Chief Financial Officer of the Company. In connection with Mr.
Deason’s appointment, Mr. Bracke stepped down as our Vice President and Interim Chief Financial Officer and was appointed as our Chief Transformation
Officer, effective as of the date of Mr. Deason’s appointment.
137
Executive Summary
2020 Program Changes
In considering the design of our 2020 executive compensation program, the Compensation Committee undertook a thorough evaluation of the
metrics that align with the Company’s long-term strategy for inclusion in our short-term incentive plan (“ICP”) and Long-Term Incentive Plan. The
evaluation included analysis of different performance metrics and their alignment with our value proposition to shareholders, a review of the performance
metrics used by our peer group, and an assessment of independent performance metrics versus modifier structures as well as absolute goals versus relative
goals. The work also considered the input received during a series of shareholder outreach meetings held in 2019. Effective for fiscal year 2020, we
modified our 2020 executive compensation program to include a higher percentage of Performance Stock Units (“PSUs”) granted under our 2020-2022
Long-Term Incentive Plan (“LTI Plan”), as well as included performance goals linked to relative and absolute Total Shareholder Return in our PSU awards
granted to our Named Executive Officers pursuant to the LTI Plan, as described further under “Equity Awards – 2020-2022 Long Term Incentive Plan”
below, both of which were modifications from our 2019 executive compensation program. However, as discussed further below, the Compensation
Committee subsequently determined to modify the fiscal year 2020 compensation program such that our executive officers, including our Named Executive
Officers, waived their participation in the 2020 ICP and forfeited their 2020 awards granted under our LTI Plan.
In light of the unprecedented and ongoing market uncertainties related to the global COVID-19 pandemic, in April 2020, the Compensation
Committee approved temporary reductions in the annual base salaries of all executive officers, including certain of our Named Executive Officers.
Effective April 1, 2020, the annual base salaries for Messrs. Rabiller, Bracke, Balis, Maironi and Mabru were reduced by 20%, which reduction remained
in effect through the second quarter of 2020. Although annual base salaries were restored after the second quarter reduction, for September 2020, the
Compensation Committee approved a 10% reduction (of the original 2020 annual base salaries) for all of our Named Executive Officers.
Additionally, for these same reasons, and in connection with the Board’s evaluation of strategic alternatives for the Company, in June 2020, the
Compensation Committee determined to conduct a review of the 2020 compensation program to ensure that the program appropriately aligns with the
Company’s current goals and supports the stability and motivation of the Company’s workforce in light of the anticipated Restructuring (as defined below).
Based on this review, the Compensation Committee decided it was in the Company’s best interests to redesign the Company’s 2020 compensation program
to more effectively retain and motivate key employees to successfully navigate through the challenging business environment. Under the redesigned
program, the Compensation Committee approved one-time cash continuity awards to the Named Executive Officers (other than Mr. Deason) and other key
individuals who participated in the 2020 ICP and LTI Plan. As a condition to the receipt of these awards, the recipients waived their participation in the
2020 ICP and forfeited the equity awards granted in February 2020 under the LTI Plan, effective July 1, 2020 and as further described under “Elements of
Executive Compensation”. As described further below, Mr. Deason joined our Company in June 2020 during the Company’s Restructuring and therefore
was not eligible to participate in the 2020 ICP. Additionally, Mr. Deason did not receive any grants under the LTI Plan in 2020. Since Mr. Deason was not a
participant under our 2020 ICP nor the LTI Plan, he did not receive a continuity award.
Compensation Program Highlights
Our overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively,
consistent with our success and their contribution to that success. Our ability to excel depends on the skill, creativity, integrity and teamwork of our
employees. We believe compensation should be structured to reward short-term and long-term business results and exceptional performance, and most
importantly, maximize stockholder value.
138
The following table highlights key features of our executive compensation program. We believe these practices promote good governance and serve
the interests of our stockholders.
What We Do
✓ Executive and non-employee director stock ownership requirements
What We Don’t Do
X No single-trigger cash severance or benefits in connection with a
change in control
✓ Compensation programs include an oversight process to identify risk
X No guaranteed equity compensation or salary increases for executive
✓ Independent Compensation Committee oversees and evaluates
X No excise tax gross-up provisions
officers
executive compensation programs against competitive practices,
regulatory developments and corporate government trends
✓ Independent Compensation Committee advisor
✓ Clawback policy for executive officers
X No repricing of stock option awards and our plans expressly forbid
exchanging underwater options for cash without stockholder
approval
X No hedging or pledging of our equity securities
X No dividends or dividend equivalents paid on unearned performance
stock units
2020 Say-on-Pay Vote
At our 2020 annual meeting, approximately 97% of the votes cast by our shareholders approved, on an advisory basis, the compensation of our
Named Executive Officers, which we believe affirms our shareholders’ support of our executive compensation program.
Determination of Process
Our Compensation Committee oversees and administers our executive compensation program, with input from our management team and an
independent compensation consultant.
Process and Timeline for Designing and Delivering Compensation
The Compensation Committee is responsible for establishing and administering programs and procedures for annual and long-term executive
compensation and assessing organizational structure and the development of our executives. The Compensation Committee follows a robust process to
review and approve all compensation decisions regarding the Named Executive Officers. These decisions are informed by peer group and market data and
supported by the review and advice of an independent compensation consultant.
Role of Management
To aid the Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the
Compensation Committee regarding the compensation of all other executive officers (i.e., other than himself) based on the overall corporate achievements
during the period being assessed and his knowledge of the individual contributions to our success by each of the other Named Executive Officers. Our
Named Executive Officers do not play a role in their own compensation determinations other than discussing their performance with our Chief Executive
Officer, or in the case of the Chief Executive Officer, with the Compensation Committee and Chairperson of the Board.
Our senior management also supports the Compensation Committee by developing recommendations for specific award designs, including metric
assessment, performance goal-setting, and program administration. While members of our senior management may attend the meetings of the
Compensation Committee, they do not attend executive sessions and do not attend the portions of meetings during which their own compensation is
discussed.
139
Role of Independent Compensation Consultant
Our Compensation Committee has retained Semler Brossy as its independent compensation consultant. Semler Brossy assists the Compensation
Committee in its evaluation of the compensation provided to our Chief Executive Officer and other executive officers and the design of the compensation
programs for Named Executive Officers. Semler Brossy generally attends Compensation Committee meetings and provides information, research and
analysis pertaining to executive compensation and governance as requested by the Compensation Committee. Other than advising the Compensation
Committee and senior management, as described above, Semler Brossy did not provide any services to the Company in 2020.
Additionally, in June 2020, the Compensation Committee retained Willis Towers Watson (WTW), an independent compensation consultant, to
advise on common market practices regarding compensation programs during the Company’s financial restructuring to be implemented pursuant to a plan
of reorganization under the Bankruptcy Code (the “Restructuring”). In 2020, WTW assisted the Compensation Committee by making recommendations
with respect to the continuity awards for key employees, including our Named Executive Officers. Other than advising the Compensation Committee,
WTW did not provide any services to the Company in 2020. For additional information on the Restructuring, see Note 2, Restructuring and Chapter 11
Proceedings of the Notes to the Consolidated Interim Financial Statements in our Annual Report.
The Compensation Committee has considered the independence of Semler Brossy and WTW, consistent with the requirements of the NYSE, and
has determined that both Semler Brossy and WTW are independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of
interest assessment and determined that there is no conflict of interest resulting from retaining Semler Brossy or WTW. The Compensation Committee
intends to reassess the independence of its advisors at least annually.
Executive Compensation Peer Group
Since 2019, Semler Brossy has worked with the Compensation Committee and management to develop a peer group of companies to be used for
market comparison purposes in terms of executive pay levels and practices. For 2020, Semler Brossy assessed our peer group against the following
characteristics, which are consistent with criteria historically reviewed:
•
•
•
•
•
•
•
Industry;
Competitor for Talent;
Global Presence;
Headquarter Location;
Product Focus and Business Model;
Evolving Technology; and
Key Size Measures.
140
The Compensation Committee was careful to construct a group based on the considerations above that, on the whole, captures Garrett’s global
presence and talent market as well as its unique business dynamics. As a U.S.-listed but European-headquartered company that attracts talent globally, we
decided to include both U.S. and European companies. For 2020, our peer group consisted of the following companies:
Company
US-Listed
Allison Transmission
Holdings, Inc.
American Axle & Manufacturing
Holdings, Inc.
Autoliv
BorgWarner Inc.
Cooper-Standard Holdings Inc.
Dana Incorporated
Delphi Technologies PLC
Gentex
Meritor, Inc.
Exchange
Country of
HQ
Primary Industry
Classification
Revenue
($Mil)
EBITDA
Margin
Enterprise
Value
($Mil)
Market
Cap
($Mil)
Employee
Count
NYSE
NYSE
US
US
Construction Machinery
& Heavy Trucks
Auto Parts & Equip.
$
$
2,163
35%
4,703
13%
$
$
7,209
4,042
$
$
4,859
3,700
945
20,000
NYSE
NYSE
NYSE
NYSE
NYSE
NasdaqGS
NYSE
Sweden Auto Parts & Equip.
Auto Parts & Equip.
Auto Parts & Equip.
Auto Parts & Equip.
Auto Parts & Equip.
Auto Parts & Equip.
US
US
US
UK
US
US
Construction Machinery
& Heavy Trucks
Auto Parts & Equip.
Electrical Components
& Equip.
Modine Manufacturing Company
Sensata Technologies
NYSE
NYSE
US
US
The Timken Company
Veoneer, Inc.
Visteon Corporation
Non-US-Listed
Autoneum Holding AG
ElringKlinger AG
LEONI AG
Martinrea International Inc.
TI Fluid Systems plc
NYSE
NYSE
NasdaqGS
US
Industrial Machinery
Sweden Auto Parts & Equip.
Auto Parts & Equip.
US
SWX
DB
DB
TSX
LSE
Switzerland Auto Parts & Equip.
Germany Auto Parts & Equip.
Germany Auto Parts & Equip.
Auto Parts & Equip.
Auto Parts & Equip.
Canada
UK
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
7,122
8,798
2,405
6,985
3,662
1,602
3,044
14% $
15% $
0% $
8% $
8% $
29% $
$
7%
9,751 $
10,324 $
1,290 $
5,225 $
3,140 $
7,890 $
$
3,037
8,044
9,448
586
2,820
1,470
8,315
2,018
1,756
2,986
8% $
$
21%
1,055 $
$
10,685
642
8,297
3,518
1,374
2,505
19% $
(21)% $
7% $
1,977
1,981
4,752
2,418
3,248
3% $
8% $
(6)% $
8% $
7% $
7,289 $
1,934 $
3,704 $
1,726 $
1,897 $
2,042 $
1,642 $
2,860 $
5,830
2,377
3,494
849
1,228
266
936
1,742
59,423
29,000
28,000
36,300
19,000
5,874
8,600
11,300
21,050
17,000
6,175
11,000
12,479
9,770
95,222
15,000
27,300
In addition to the 19 companies above, the Compensation Committee identified three additional European-headquartered companies – Aptiv, TE
Connectivity and Valeo – to monitor outside of the peer group. Based on Semler Brossy’s assessment, we revised our 2020 peer group to remove three
companies (i.e., Tenneco Inc., Tower International, Inc. and WABCO Holdings Inc.) since each was acquired in separate transactions during 2019 and no
longer fits the selection criteria.
The Compensation Committee intends to continually evaluate the peer group to ensure that it remains an appropriate market reference going
forward and continues to suit our business needs.
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In addition to reviewing information regarding the peer group, our Compensation Committee also leverages broader market survey and data
sources to guide the establishment of our executive compensation programs.
Elements of Executive Compensation
The following is a discussion of the primary elements of 2020 compensation for each of our Named Executive Officers as determined by our
Compensation Committee. All amounts are shown in USD. Certain amounts payable to one or more of our Named Executive Officers represent
compensation paid in Swiss Francs (including salary and bonuses) and were converted to USD using the average exchange rate for the year-ended
December 31, 2020 under GAAP of 1 USD to 0.94023 CHF, unless otherwise noted.
Base Salary
Base salaries are intended to attract and compensate high-performing and experienced leaders and are determined based on performance, scope of
responsibility, and years of experience with reference made to relevant competitive market data (but not targeted to a specific competitive position).
In light of the uncertainties related to the global COVID-19 pandemic, in April 2020, the Compensation Committee approved temporary reductions
in the annual base salaries of all executive officers, including certain of our Named Executive Officers. Effective April 1, 2020, the annual base salaries for
Messrs. Rabiller, Bracke, Balis, Maironi and Mabru were reduced by 20%, which remained in effect through the second quarter of 2020. Effective for the
month of September 2020, the Compensation Committee approved another 10% annual base salary reduction for all of our Named Executive Officers.
In addition, in June 2020, the Company appointed Mr. Deason as Senior Vice President and Chief Financial Officer of the Company. Pursuant to
Mr. Deason’s employment agreement, Mr. Deason’s annual base salary is $606,235. In connection with Mr. Deason’s appointment, Mr. Bracke stepped
down as our Vice President and Interim Chief Financial Officer and was appointed as our Chief Transformation Officer, effective as of the date of Mr.
Deason’s appointment. In connection with these changes, Mr. Bracke and Garrett Motion Sàrl, one of our subsidiaries, entered into an amendment to Mr.
Bracke’s employment agreement, pursuant to which his annual base salary was decreased from $473,919 to $425,428, effective July 1, 2020.
The following table sets forth the base salaries for each of our Named Executive Officers for 2020. The amounts in the table show the salaries on a
non-reduced basis. As described above, the base salaries were reduced by 20% for the second quarter of 2020 and reduced by 10% for the month of
September 2020. The actual base salaries paid to each of our Named Executive Officers for 2020, taking into account reductions, are disclosed in the
Summary Compensation Table below.
Named Executive Officer
Olivier Rabiller
Sean Deason
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
2020 Annual
Base Salary ($)
957,213
606,235 (1)
425,428 (2)
425,428
478,606
430,746
(1)
(2)
Mr. Deason joined our Company in June 2020.
Effective July 1, 2020, Mr. Bracke’s annual base salary was decreased from $473,919 to $425,428.
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Continuity Awards
As discussed above in the “Executive Summary—2020 Program Changes,” in June 2020, in response to the unprecedented and ongoing market
uncertainty resulting from the COVID-19 pandemic and in connection with the Board’s evaluation of strategic alternatives for the Company, the
Compensation Committee determined to redesign the Company’s 2020 compensation program to ensure effective retention and motivation of the
Company’s key employees. Under the revised program, the Compensation Committee approved one-time cash continuity awards in the following amounts
to ensure the retention of the key individuals who participated in the 2020 ICP and LTI Plan, including the Named Executive Officers (other than Mr.
Deason):
Named Executive Officer
Olivier Rabiller
Sean Deason
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
Continuity
Award
Value ($)
1,914,425
—
236,960
553,056
622,188
559,969
As a condition to the receipt of the continuity awards, the key individuals who participated in the 2020 ICP and LTI Plan, including certain of our
Named Executive Officers, waived their participation in the 2020 ICP and forfeited the equity awards granted in February 2020 under the LTI Plan, each
effective July 1, 2020 and as further described below. The continuity awards are subject to repayment if prior to June 25, 2021, the executive resigns
without “good reason”, or the Company terminates the executive’s employment for “cause” (each, as defined in the continuity award agreement).
As described further below, Mr. Deason joined our Company in June 2020 during the Company’s Restructuring and therefore was not eligible to
participate in the 2020 ICP. Additionally, Mr. Deason did not receive any grants under the LTI Plan. Since Mr. Deason was not a participant under our 2020
ICP or LTI Plan, he did not receive a continuity award.
Short-Term Incentive Compensation Plan (“ICP”) Awards
ICP awards are intended to motivate and reward executives to achieve annual corporate, strategic business group and functional goals in key areas
of financial and operational performance. Each Named Executive Officer’s target ICP opportunity is based upon a percentage of base salary.
In February 2020, the Compensation Committee, after taking into consideration industry and market data, mix of target compensation for the
Named Executive Officers, and other elements of their compensation, determined to increase the 2020 ICP target annual incentive percentages for
Mr. Balis to 60% from 55%, Mr. Maironi to 65% from 60% and Mr. Mabru to 60% from 55%. The ICP target annual incentive percentage for Mr. Rabiller
remained unchanged for 2020.
Additionally, effective July 1, 2020, Mr. Bracke’s ICP target annual incentive percentage was decreased from 60% to 50% in connection with
stepping down as Interim Chief Financial Officer and his appointment as our Chief Transformation Officer.
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The 2020 target ICP opportunity for each Named Executive Officer, as a percentage of base salary, are set forth below:
Named Executive Officer
Olivier Rabiller
Sean Deason
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
2020
Target ICP
Opportunity
(% of Base
Salary)
125%
___`
(1)
50% (2)
60%
65%
60%
(1)
(2)
Mr. Deason joined our Company in June 2020 during the Company’s Restructuring and therefore was not eligible to participate in the 2020 ICP.
Pursuant to Mr. Deason’s employment agreement, Mr. Deason’s ICP target for future ICP’s the Company may implement is 80% of his annual base
salary.
Effective July 1, 2020, Mr. Bracke’s ICP target annual incentive percentage was decreased from 60% to 50% in connection with stepping down as
Interim Chief Financial Officer and his appointment as our Chief Transformation Officer.
Corporate Performance
For 2020, the ICP was designed so that payout was based in part on the achievement of objective Company performance criteria (the “Company
Performance Portion”), which represented 75% of the award opportunity, and in part on the achievement of individual performance objectives (the
“Individual Performance Portion”), which represented the remaining 25% of the award opportunity. In addition, the 2020 ICP was designed so that Award
opportunities under the Company Performance Portion were based on the achievement of two financial performance criteria: Adjusted EBITDA Margin
and Adjusted Free Cash Flow Conversion (each, as defined below), weighted 40% and 60%, respectively. In 2019, we utilized a third performance metric,
Organic Revenue Growth, which we removed from our 2020 ICP because our Compensation Committee wanted to incentivize focusing in the near-term on
generating higher margins than competitors and maximizing cash flow to deleverage and reinvest back into the Company.
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Performance goals for each metric were established at threshold, target and maximum levels with intermediate inflections between threshold and
target as well as between target and maximum. Payout for achievement at or above maximum for each metric was capped at 200% of target, and
achievement below threshold would have resulted in no payout. Straight-line interpolation would have been used to calculate the 2020 ICP payout
associated with actual results falling between goals. The goals were set at levels that were expected to be challenging but achievable at the outset of the
year. The following table sets forth the applicable goals for each measure:
Performance
Criteria
Weighting
Adjusted EBITDA Margin(1)
Adjusted Free Cash Flow Conversion(2)
40%
60%
Threshold
(25%)
15%
85%
(50%)
15.4%
90%
75%
15.7%
95%
Target
(100%)
16.0%
100%
125%
16.4%
105%
150%
16.7%
110%
Maximum
(200%)
17.5%
120%
(1)
(2)
Adjusted EBITDA Margin is defined as Adjusted EBITDA over net sales. Adjusted EBITDA is defined as the earnings before interest, taxes,
depreciation and amortization, as adjusted for indemnification obligations to Honeywell, stock compensation expense, restructuring costs and
foreign exchange (gain) loss on debt, net of related hedging (gain) or loss.
Adjusted Free Cash Flow is defined as cash from operations less expenditures for property plant and equipment excluding indemnity and
mandatory transition tax related payments to Honeywell and potential M&A related cash outflows. Adjusted Free Cash Flow Conversion is defined
as Adjusted Free Cash Flow over Adjusted Net Income. Adjusted Net Income is defined as our net income (loss), as adjusted for special tax
matters, indemnification obligations to Honeywell, litigation fees and restructuring costs.
Individual Performance
For 2020, the ICP was designed so that payouts under the Individual Performance Portion were based on the Compensation Committee’s
assessment of each executive’s individual performance against their objectives established at the beginning of the fiscal year specifically related to the
categories of differentiated technology, global presence and capabilities (operational excellence), customer experience with each such goal comprising 15%
of the Individual Performance Portion, as well as pre-established strategic goals which comprised 10% of the Individual Performance Portion. Individual
objectives for the Named Executive Officers are typically developed during the Company’s annual strategic planning to ensure rigor and business
alignment, and the year-end performance assessment is performed using a formal process that matches actual performance and behaviors against
established expectations.
Each of the Named Executive Officers, other than Mr. Deason, had individualized performance goals for 2020 as follows:
•
•
•
Mr. Rabiller was responsible for achieving certain corporate, financial, strategic and operational objectives, including enhancing the
Company’s technologies and capabilities portfolio; expanding Garrett’s global presence by developing customer experience initiatives;
strengthening succession plans and driving additional training and coaching to enhance leadership capabilities and support Garrett’s
continued transformation; and was also responsible to establish the strategic alternatives roadmap for the future of Garrett and implement
the right approach for the financial long term objectives of the Company.
While Mr. Bracke served as our Vice President and Interim Chief Financial Officer through June 2020, he was responsible for achieving
certain financial objectives across the organization, including enhancing the Company’s financial performance, financial operations and
investor communications; enhancing the balance sheet capability to provide for long-term growth and flexibility; and leading investor
communications for enhanced shareholder engagement. In connection with Mr. Deason’s appointment as Senior Vice President and Chief
Financial Officer of the Company in June 2020, Mr. Deason assumed Mr. Bracke’s responsibilities.
Mr. Balis’ goals included certain strategic and operational objectives, including the successful development of a breakthrough technologies
portfolio; launching new technologies successfully with optimal productivity to the market; and rebalancing internal resources to support
current and upcoming technologies.
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•
•
Mr. Maironi’s goals consisted of continuing to implement integrity and compliance processes for the Company overseeing and advising on
the Company’s corporate governance and risk management strategies; reviewing the Honeywell & Garrett Indemnity Agreement to advise
and coordinate with the Chief Executive Officer and Chief Financial Officer on potential actions regarding the ongoing dispute with
Honeywell; and enhancing governance processes and organization for a stand-alone public company.
Mr. Mabru’s goals included implementing the Company’s operational objectives regarding supply chain productivity and efficiency; reviewing
the Company’s suppliers portfolio to ensure functional excellence; enhancing the Company’s strategy with respect to materials and supplies
savings; optimizing the Company’s global real estate footprint; and deploying Garrett’s Excellence Model (GEM) to enhance productivity and
efficiency at all levels.
As described above, as a condition to receipt of the continuity awards, effective July 1, 2020, the Named Executive Officers (other than Mr. Deason
who was not a participant in the 2020 ICP) waived their participation in the 2020 ICP, and subsequently our Named Executive Officers did not receive a
payout under the Company Performance Portion or the Individual Performance Portion of the 2020 ICP.
Retention and Sign on Bonuses
In May 2020, in connection with Mr. Bracke stepping down as Interim Chief Financial Officer, the Compensation Committee approved the
payment of a one-time retention bonus in the amount of $473,919 to Mr. Bracke. The retention bonus is subject to repayment in the event that Mr. Bracke
resigns without “good reason”, or the Company terminates his employment for “cause” (each, as defined in the 2018 Stock Incentive Plan, or the “2018
Plan”), prior to March 31, 2021.
In addition, in June 2020, in conjunction with the commencement of his employment, Mr. Deason received a one-time sign-on bonus of $1,063,570
as part of his employment agreement. The sign-on bonus will be repaid by Mr. Deason if prior to the one-year anniversary of his start date, Mr. Deason’s
employment is terminated for any reason. Mr. Deason also received a one-time relocation bonus equal to $159,535, which is subject to repayment if Mr.
Deason terminates employment for any reason or if Garrett Motion Sàrl terminates Mr. Deason’s employment (other than for reason of redundancy) prior to
the second anniversary of his start date.
Equity Awards
The goal of our long-term, equity-based incentive awards is to align the interests of our Named Executive Officers with the interests of our
stockholders. Because vesting is based on continued service, our equity-based incentives also encourage the retention of our Named Executive Officers
during the award vesting period.
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2020-2022 Long Term Incentive Plan (“LTI Plan”)
Pursuant to the executives’ offer letters or employment agreements, each of Messrs. Rabiller, Deason, Bracke, Balis, Maironi and Mabru is eligible
for an annual grant of equity awards with an initial target opportunity of 350%, 170%, 100%, 200%, 189% and 160%, respectively, of the executive’s
annual base salary. Under our LTI Plan, the Compensation Committee granted awards, 60% in the form of PSUs and 40% in the form of Restricted Stock
Units (“RSUs”) to our Named Executive Officers (other than Mr. Deason). For the LTI Plan, we increased the weighting of PSUs to 60% (previously 50%
under the 2019-2021 Long-Term Incentive Plan (the “2019-2021 LTI Plan”)) and incorporated two relative metrics (Relative Organic Revenue Growth and
relative TSR), as well as incorporated an Absolute TSR modifier for our PSU awards, in each case, in order to further align our Named Executive Officers’
compensation with shareholder outcomes. As a result of this update, we also eliminated the usage of stock options and increased the weighting of RSUs to
40% (previously 25% under the 2019-2021 LTI Plan).
The PSUs were eligible to vest based on the achievement of Relative Organic Revenue Growth, Adjusted Free Cash Flow Conversion, and relative
TSR, weighted 30%, 30%, and 40%, respectively, over a three-year performance period from January 1, 2020 through December 31, 2022. Achievement at
or above maximum for each metric was capped at 200% of target. Additionally, the PSUs were subject to an Absolute TSR modifier.
In establishing the goals for the PSUs under the LTI Plan, Management and the Compensation Committee determined to include two relative
measures – Relative Organic Revenue Growth, and relative TSR – to emphasize peer outperformance in a competitive landscape. In addition, the
introduction of TSR as 40% of the PSUs signifies our commitment to provide superior returns to our shareholders. Adjusted Free Cash Flow Conversion
remains an important part of the PSUs to further emphasize deleveraging the Company over the long term. At the time the program was approved, the
Compensation Committee believed these metrics were aligned with feedback received from stockholder outreach discussions and were critical for
executing the Company’s near- and long-term strategy.
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Further, for the PSUs under the LTI Plan, we added an Absolute TSR component that would deliver up to an incremental 50% of the target PSUs
depending on the stock price at the end of the performance period such that the maximum number of PSUs that may be earned under the LTI Plan was
capped at 250% of target. The Company determined that including an Absolute TSR component will serve as a powerful means to incentivize share price
appreciation back to and above the Company’s opening price per share of common stock on the date of the Spin-Off, October 1, 2018 (the “Spin-Off
Price”). To that end, threshold performance to start earning a portion of the component was set at a 20% premium over the 30-day stock price average
($8.38) preceding the grant date, and the price to earn maximum for this component was established at $20, approximately 14% higher than the Spin-Off
Price and 139% higher than the 30-day average price on the date of grant. Payouts would have been linear between the threshold and maximum depending
on the resulting stock price.
The RSUs were eligible to vest in full on the third anniversary of the grant date, subject to continued employment.
We made the following grants of PSUs and RSUs under the LTI Plan to our Named Executive Officers in 2020, prior to the forfeiture of such
awards effective July 1, 2020 in connection with the grant of the continuity awards, as described above:
Named Executive Officer
Olivier Rabiller
Sean Deason (1)
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
Aggregate
Dollar-
Denominated
Value ($)
3,542,195
—
400,860
899,611
956,399
728,682
Target
PSUs (#)
RSUs (#)
256,549
—
29,033
65,156
69,269
52,776
185,324
—
20,973
47,067
50,038
38,124
(1)
Mr. Deason joined our Company in June 2020 and therefore was not eligible to receive any grants under the LTI Plan in 2020.
As described above, as a condition to the approval of the continuity awards, effective July 1, 2020, the Named Executive Officers (other than Mr.
Deason, who had not yet commenced employment and, accordingly, was not granted LTI Plan awards in February 2020) forfeited the PSUs and RSUs
granted in February 2020 pursuant to the LTI Plan and such awards were cancelled.
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2019-2020 Performance Plan (“Replacement Plan”)
Under our 2019-2020 Performance Plan (the “Replacement Plan”), we issued PSUs and performance cash units (“PCUs”) to certain of our Named
Executive Officers that will vest in full on March 4, 2021, subject to company performance and continued employment through each vesting date,
consistent with the vesting schedule that applied to corresponding Honeywell Performance Plan awards previously granted for the 2018-2020 performance
period. PCUs are dollar denominated and pay out in cash rather than equity. The PSUs and PCUs awarded under the Replacement Plan were scheduled to
vest based on the achievement of Organic Revenue Growth, Adjusted EBITDA and Adjusted Free Cash Flow Conversion goals, weighted 20%, 40% and
40%, respectively, over a two-year performance period from January 1, 2019 through December 31, 2020. Based on the Company’s actual performance
with respect to Organic Revenue Growth, Adjusted EBITDA and Adjusted Free Cash Flow Conversion for the period from January 1, 2019 through
December 31, 2020, the threshold targets were not met and PSUs and PCUs granted under the Replacement Plan were not earned.
Other Company Compensation and Benefit Programs for Fiscal 2020
In addition to the annual and long-term compensation programs described above, we provided the Named Executive Officers with benefits and
limited perquisites consistent with those provided to other Company executives, as described below.
Severance Benefits
Certain of our Named Executive Officers’ employment agreements and offer letters provide that the executive is eligible to receive severance
payments upon a qualifying involuntary termination of employment, including in connection with a change in control of our Company (as opposed to
solely upon a “single-trigger” change in control). Additionally, we maintain a severance policy under which our Named Executive Officers are eligible to
receive severance payments and benefits upon a qualifying termination, including in connection with a change in control. We believe that these protections
serve to encourage continued attention and dedication to duties without distraction arising from the possibility of a change in control and provide the
business with a smooth transition in the event of such a termination of employment in connection with a transaction. These severance and change in control
arrangements are designed to retain certain of our executives in these key positions as we compete for talented executives in the marketplace where such
protections are commonly offered. For a detailed description of the severance provisions contained in our Named Executive Officers’ employment
agreements and offer letters and our severance policy, see “Summary of Potential Payments and Benefits—Termination Events” below.
Garrett Supplemental Savings Plan
We maintain the Garrett Supplemental Savings Plan for our executives in the United States. This plan provides our executives with the opportunity
to defer pre-tax compensation and incentive compensation that cannot be contributed to our 401(k) savings plan due to IRS limitations. These amounts may
be matched by Garrett, and the amount of such matching contributions are at our discretion. Matching contributions, if any, are immediately vested.
Deferred compensation balances earn interest through the Fidelity U.S. Bond Index Fund, which is subject to change on a daily basis. This plan is
explained in detail in the section entitled “Nonqualified Deferred Compensation—Fiscal Year 2020.” Mr. Balis does not actively contribute to the plan (and
we are not actively making any matching contributions to his account); however, his account continues to earn interest under the plan. Mr. Balis elected to
receive benefits under this plan in a lump sum, which amount will be paid on the later of six months or in January of the year following his separation from
service.
Retirement Plan
Our Named Executive Officers are eligible to participate in Garrett’s pension plan sponsored in Switzerland and named “Columna Sammelstiftung
Client Invest Winterthur”. For a detailed description of Garrett’s Swiss pension plan, see “Pension-Benefits-Fiscal Year 2020” below.
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Comprehensive Benefits Package
We provide a competitive benefits package to all full-time employees, including the Named Executive Officers, which includes life insurance
benefits.
Other Benefits and Perquisites
In 2020, the Named Executive Officers were eligible for benefits under the Company’s car policy (in the form of a company car or cash allowance)
as it generally applies to executives in Switzerland, as well as reimbursements associated with legal representation, family, tax, legal and financial planning
expenses. In 2020, we also provided Mr. Deason with relocation assistance in connection with his relocation to Switzerland.
Additional Compensation Components
In the future, we may provide different and/or additional compensation components, benefits and/or perquisites to our Named Executive Officers to
ensure that we provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our
compensation structure to properly attract, motivate and retain the top executive talent for which we compete. All future practices regarding compensation
components, benefits and/or perquisites will be subject to periodic review by the Compensation Committee.
Other Matters
Tax and Accounting Considerations
Section 409A of the Internal Revenue Code
Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the
requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these
requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested
compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and
arrangements for all of our employees and other service providers, including our Named Executive Officers, so that they are either exempt from, or satisfy
the requirements of, Section 409A of the Code.
Section 280G of the Internal Revenue Code
Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a
change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment.
Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments,
severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other
equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based
on the executive’s prior compensation. In approving the compensation arrangements for our Named Executive Officers in the future, the Compensation
Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the
Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under
Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to
attract and retain executive talent.
Accounting Standards
ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also
requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of restricted stock, RSUs and performance units under
our equity incentive award plans will be accounted for under ASC Topic 718. We have adopted ASU 2016-09, Improvements to Employee Share-Based
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Payment Accounting, and elected to account for forfeitures of awards at the time of grant. The Compensation Committee will regularly consider the
accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and
programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our
overall executive compensation philosophy and objectives.
Responsible Equity Grant Practices
Our equity grant practices ensure all grants are made on fixed grant dates and at exercise prices or grant prices equal to the fair market value of our
Common Stock on such dates. Equity grants are awarded under our stockholder-approved plans and we do not backdate, reprice or grant equity awards
retroactively. Our stockholder-approved equity plans prohibit repricing of awards or exchanges of underwater options for cash or other securities without
stockholder approval.
Securities Trading Policy
Our policy on securities trading prohibits our directors, officers and employees from trading in our securities during certain designated blackout
periods and otherwise while they are aware of material non-public information.
Prohibition on Hedging and Pledging
Our securities trading policy prohibits directors and executive officers, and their Related Parties (as defined in such policy), from purchasing
any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions
that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities whether they are (1)
granted by the Company as part of the person’s compensation; or (2) otherwise held, directly or indirectly. See “Additional Prohibited Transactions” above
for more information about the securities trading policy.
Clawback Policy
We maintain a Clawback Policy which requires certain cash and equity incentive compensation to be repaid to the Company by its executive
officers in the event of the Company being required to prepare an accounting restatement as a result of intentional or grossly negligent misconduct by such
executive officer. The Clawback Policy also authorizes the Board, or a designated committee, to recoup bonus or incentive compensation (whether cash-
based or equity-based) such executive officer received during the three fiscal years preceding the year the restatement is determined to be required, to the
extent such bonus or incentive compensation exceeds what the executive officer would have received based on an applicable restated performance measure
or target.
Stock Ownership Guidelines and Broad-Based Stock Ownership
In addition to the elements of executive officer compensation described above, we have adopted stock ownership guidelines pursuant to which our
Named Executive Officers are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each
executive’s base salary. Until the applicable ownership guideline is achieved, each Named Executive Officer is required to retain at least 50% of the shares
acquired from Company equity awards after payment (or withholding) of the exercise price, if applicable, and taxes. Once the applicable ownership
guideline is achieved, the aforementioned retention ratio will no longer apply. If a Named Executive Officer’s share ownership subsequently falls back
below the applicable ownership guideline and remains below the ownership guideline on a continuous basis for a period of more than 24 months, the
Named Executive Officer will be required to comply again with the retention ratio until such time as the Named Executive Officer again achieves the
ownership guidelines.
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Our ownership guidelines are shown below. We believe the use of a retention ratio appropriately balances the need to work toward achieving these
requirements with standard liquidity needs our Named Executive Officers may face. As of December 31, 2020, our Named Executive Officers (other than
Mr. Deason), each of whom had previously met their share ownership requirements, each fell below their applicable ownership guidelines due to the
cancellation of the LTI Plan. Mr. Deason joined the Company in June 2020 and is continuing to grow his equity position in the Company.
Named Executive Officer
Olivier Rabiller
Sean Deason
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
Ownership
Guideline as
a Multiple of
Base Salary
5x
3x
3x
3x
3x
2x
COMPENSATION COMMITTEE REPORT
The information contained in this Report of the Compensation Committee shall not be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed
“soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the
extent that we specifically incorporate this information by reference).
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such
review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
COMPENSATION COMMITTEE
Carsten J. Reinhardt (Chair)
Carlos M. Cardoso
Maura J. Clark
Scott A. Tozier
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SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2020,
2019 and 2018.
Name and
Principal Position
Olivier Rabiller
President and Chief Executive Officer
Sean Deason
Senior Vice President and Chief Financial Officer
Peter Bracke
Chief Transformation Officer and Former Vice
President
and Interim Chief Financial Officer
Craig Balis
Senior Vice President and Chief Technology Officer
Jérôme Maironi
Senior Vice President, General Counsel
and Corporate Secretary
Thierry Mabru
Senior Vice President, Integrated Supply Chain
Year
2020
2019
2018
2020
2020
2019
2020
2019
2018
2020
2019
2018
2020
2019
2018
Salary
($) (1)
905,670
897,923
639,476
Bonus
($) (2)
—
276,011
597,178
Stock
Awards
($) (3)
3,582,093
2,830,817
5,251,916
Option
Awards
($)
—
790,273
373,670
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
(4)
114,388
92,521
127,988
Non-Equity
Incentive
Plan
Compensation
($)
—
452,735
418,942
All Other
Compensation
($) (5)
22,016
29,221
25,053
Total ($)
4,624,167
5,369,501
7,434,223
314,773
424,528
1,223,105
473,919
—
406,755
—
—
—
—
28,916
76,704
302,340
22,016
1,869,134
1,403,922
392,552
402,520
402,431
390,764
452,835
452,735
429,418
407,552
407,461
379,693
110,668
—
158,707
272,095
—
472,177
914,285
852,143
1,030,513
989,904
—
77,094
—
119,604
222,685
875,153
1,208,459
838,186
672,721
962,142
91,313
—
200,710
279,070
—
213,377
264,880
—
162,570
205,755
80,177
—
76,793
153,340
—
122,312
187,644
—
77,971
148,990
65,444
92,872
78,306
187,932
70,823
65,732
17,944
79,660
65,674
65,034
21,505
27,284
139,763
106,704
42,856
1,233,836
1,436,961
1,908,853
2,420,418
1,556,418
210,923
231,738
22,016
20,826
21,775
1,940,232
2,417,177
1,347,414
1,526,827
2,006,074
(1)
(2)
(3)
Base salary and other compensation values in this Summary Compensation Table originally denoted in local currency (CHF) have been converted
to USD using the average exchange rate for the year-ended December 31, 2020 under GAAP of 1 USD to 0.94023 CHF.
Amounts for Mr. Deason represent a one-time sign on bonus in the amount of $1,063,570 and a one-time relocation bonus in the amount of
$159,535. Amount for Mr. Bracke represents a one-time retention bonus. The one-time sign on and relocation bonuses for Mr. Deason and one-time
retention bonus for Mr. Bracke are each subject to repayment in connection with certain terminations of employment, as described further under
“Elements of Executive Compensation—Retention and Sign on Bonuses”. In accordance with SEC rules, the respective values associated with the
one-time continuity awards granted to each Named Executive Officer (other than Mr. Deason) in 2020 are included in the column titled “Stock
Awards.” See footnote (3), below, for additional information on the continuity awards.
Amounts for 2020 represent the grant date fair value of Company RSU awards and PSU awards granted in 2020 to each of our Named Executive
Officers, other than Mr. Deason. The amounts shown for the non-TSR portion of the 2020 Company PSU awards are based on the probable
outcome of the performance conditions. The grant date fair value of the TSR portion of the 2020 Company PSU awards is based on a Monte Carlo
valuation model, which determines potential award-payout results by simulating future stock prices of the Company and peer companies. Monte
Carlo modeling assumptions included (i) stock price volatility (based on 2.84-year historical volatility of daily stock prices) of 53.81% for the
Company and an average of 39.20% for the peer companies; (ii) stock price correlation coefficient between the Company and the peer companies
(based on 2.84-year historical daily stock price changes) of 0.56; (iii) risk-free interest rate of 0.85%; and (iv) starting TSR (for the 30-day period
immediately preceding the beginning of the performance period) of -34.7% for the Company. The fair value of 2020 TSR portion of the Company
PSU awards was determined to be $9.64, or 139.0% of the grant-date stock price of $6.94. The value for each Company PSU award, granted under
the LTI Plan, as of the grant date, assuming the maximum level of performance, is $5,737,274, $649,275, $1,457,102, $1,549,081 and $1,180,244
for Messrs. Rabiller, Bracke, Balis, Maironi and Mabru, respectively. As described further under “Elements of Executive Compensation—
Continuity Awards”, as a condition to the receipt of the continuity awards, effective July 1, 2020, the Named Executive Officers (other than Mr.
Deason) forfeited the Company RSU awards and
153
PSU awards granted in 2020 and such awards were cancelled. In accordance with applicable SEC rules, the amounts for 2020 also includes the
incremental fair value associated with the modified awards, including the subsequent grant of the continuity awards, calculated in accordance with
ASC 718, Compensation – Stock Compensation (“ASC 718”), in the following amounts: $39,898, $5,895, $14,674, $33,504 and $109,504 for
Messrs. Rabiller, Bracke, Balis, Maironi and Mabru, respectively.
The change in pension value includes the increase in vested benefits in 2020 under our Swiss pension scheme attributable to employer contributions
and allocated interest. See “Nonqualified Deferred Compensation—Fiscal Year 2020” for a detailed discussion of the Garrett Supplemental Savings
Plan and “Pension Benefits—Fiscal Year 2020” for a detailed discussion of the Garrett Swiss Plan.
For 2020, “All Other Compensation” consists of the following:
(4)
(5)
Item
Car Allowance or Car Lease ($)
Tuition Reimbursement ($)
Tax Planning ($)
Tax Gross-Up ($)
Total ($)
Olivier
Rabiller
Sean Deason
Peter
Bracke
22,016
—
—
—
22,016
11,559
145,404
1,988
143,390 (1)
302,340
22,016
—
—
—
22,016
Craig
Balis
22,016
—
5,268
—
27,284
Jérôme
Maironi
Thierry
Mabru
22,016
—
20,840
—
42,856
22,016
—
—
—
22,016
(1)
Amount represents a tax gross-up related to Mr. Deason’s relocation bonus.
154
GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2020
The following table shows all plan-based awards which the Company granted to the Named Executive Officers during 2020.
Name
Award
Type
Performance
Plan
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards
($)
Estimated Future
Payouts Under Equity
Incentive Plan Awards
All Other
Stock
Awards:
Number of
Shares
of Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and
Option
Awards ($)
(1)
Olivier
Rabiller ICP (2)
Peter
Bracke
Craig
Balis
Jérôme
Maironi
Thierry
Mabru
PSU
RSU
ICP (2)
PSU
RSU
ICP (2)
PSU
RSU
ICP (2)
PSU
RSU
ICP (2)
PSU
RSU
—
—
LTI Plan 02/28/2020(3)
LTI Plan 02/28/2020(4)
—
—
LTI Plan 02/28/2020(3)
LTI Plan 02/28/2020(4)
—
—
LTI Plan 02/28/2020(3)
LTI Plan 02/28/2020(4)
—
—
LTI Plan 02/28/2020(3)
LTI Plan 02/28/2020(4)
—
—
LTI Plan 02/28/2020(3)
LTI Plan 02/28/2020(4)
299,129
1,196,516
2,393,031
—
—
—
—
—
—
—
—
—
53,178
212,714
425,428
—
—
—
—
—
—
63,814
255,257
510,513
—
—
—
—
—
—
77,774
311,094
622,188
—
—
—
—
—
—
64,612
258,447
516,895
—
—
—
—
—
—
64,137 256,549
641,373
—
185,324
7,258
29,033
72,583
—
20,973
16,289
65,156
162,890
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
47,067
—
50,038
13,194
52,776
131,940
—
—
—
38,124
17,317
69,269
173,173
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,294,093
—
1,288,000
—
—
—
260,996
—
145,758
—
—
—
587,174
—
327,111
—
—
—
642,144
—
347,760
—
—
—
573,226
—
264,960
(1)
(2)
The amounts shown represent the grant date fair value calculated in accordance with ASC 718. The amounts shown for the non-TSR portion of the
2020 Company PSU awards are based on the probable outcome of the performance conditions. The grant date fair value of the TSR portion of the
2020 Company PSU awards is based on a Monte Carlo valuation model, which determines potential award-payout results by simulating future
stock prices of the Company and peer companies. Monte Carlo modeling assumptions included (i) stock price volatility (based on 2.84-year
historical volatility of daily stock prices) of 53.81% for the Company and an average of 39.20% for the peer companies; (ii) stock price correlation
coefficient between the Company and the peer companies (based on 2.84-year historical daily stock price changes) of 0.56; (iii) risk-free interest
rate of 0.85%; and (iv) starting TSR (for the 30-day period immediately preceding the beginning of the performance period) of -34.7% for the
Company. The fair value of 2020 TSR portion of the Company PSU awards was determined to be $9.64, or 139.0% of the grant-date stock price of
$6.94. As described further under “Elements of Executive Compensation—Continuity Awards”, as a condition to receipt of the continuity awards,
effective July 1, 2020, the Named Executive Officers (other than Mr. Deason) forfeited the Company RSU awards and PSU awards granted in 2020
and such awards were cancelled. In accordance with applicable SEC rules, the amounts for 2020 also includes the incremental fair value associated
with the modified awards, including the subsequent grant of the continuity awards, calculated in accordance with ASC 718, Compensation – Stock
Compensation (“ASC 718”), in the following amounts: $39,898, $5,895, $14,674, $33,504 and $109,504 for Messrs. Rabiller, Bracke, Balis,
Maironi and Mabru, respectively.
The amounts shown represent the range of potential payouts under the 2020 ICP based on Company performance. For 2020, the awards under the
ICP were prorated based on the Named Executive Officer’s target incentive, and annual base salary, before and after any salary increases, as
applicable, and the number of days in the year such target incentive and annual base salary was in effect. As described further under “Elements of
Executive Compensation—Continuity Awards”, as a condition to receipt of the continuity awards, effective July 1, 2020, the Named Executive
Officers (other than Mr. Deason) waived their participation in the 2020 ICP. See “Elements of Executive Compensation—Short-Term Incentive
Compensation Plan (“ICP”) Awards” for a detailed discussion of the 2020 ICP.
155
(3)
(4)
On February 28, 2020, the Compensation Committee approved an award of PSUs pursuant to the LTI Plan for each Named Executive Officer (other
than Mr. Deason). The amounts shown represent the threshold, target, and maximum awards for the PSUs. The performance period for the PSUs
was scheduled to end on December 31, 2021. As described further under “Elements of Executive Compensation—Continuity Awards”, as a
condition to receipt of the continuity awards, effective July 1, 2020, the Named Executive Officers (other than Mr. Deason) forfeited the Company
PSU awards granted in 2020 and such awards were cancelled.
On February 28, 2020, the Compensation Committee approved an award of RSUs pursuant to the LTI Plan for each Named Executive Officer
(other than Mr. Deason), which was scheduled to vest in full on the third anniversary of the grant date, subject to continued employment. As
described further under “Elements of Executive Compensation—Continuity Awards”, as a condition to receipt of the continuity awards, effective
July 1, 2020, the Named Executive Officers (other than Mr. Deason) forfeited the Company RSU awards granted in 2020 and such awards were
cancelled.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
The material terms of the employment agreements and/or offer letters with each of our Named Executive Officers, as in effect in 2020, are
described below.
President and Chief Executive Officer—Olivier Rabiller.
On May 2, 2018, Honeywell entered into an offer letter with Mr. Rabiller appointing him as President and Chief Executive Officer of the Company,
which became effective upon the completion of the Spin-Off. The letter provides Mr. Rabiller with an annual base salary of $889,786 (which was $957,213
in 2020) and an annual cash incentive target opportunity under the ICP equal to 100% of his annual base salary (which was 125% in 2020), and other
elements of his compensation.
Additionally, under the offer letter, Mr. Rabiller is eligible for an annual grant of equity awards with an initial target opportunity of 325% of annual
base salary (which was 350% in 2020). Mr. Rabiller’s annual equity award will be determined by the Board and will be based on his individual
performance. Further, in connection with the successful completion of the Spin-Off and pursuant to his offer letter, Mr. Rabiller received a grant of
Company RSUs valued at $4,300,000, which vests in two equal installments on each of the third and fourth anniversaries of the Spin-Off, subject to
continued employment through each vesting date.
In addition, Mr. Rabiller is eligible to receive vacation benefits in accordance with Company policy.
In the event of Mr. Rabiller’s involuntary termination of employment without cause, he will be entitled to certain payments, as described under
“Summary of Potential Payments and Benefits—Termination Events” below. Mr. Rabiller’s offer of employment is also contingent upon his execution of
the Company’s intellectual property and non-competition agreements, which include two-year post-termination non-competition and non-solicitation
restrictions and customary confidentiality provisions.
Senior Vice President and Chief Financial Officer—Sean Deason.
On May 29, 2020, the Company and Garrett Motion Sàrl entered into an employment agreement with Mr. Deason appointing him as Senior Vice
President and Chief Financial Officer of the Company effective June 15, 2020. The agreement provides Mr. Deason with an annual base salary of $606,235
and an annual cash incentive target opportunity under the ICP equal to 80% of his annual base salary.
In addition, pursuant to his employment agreement, Mr. Deason received a one-time sign-on bonus of $1,063,570. The sign-on bonus will be repaid
by Mr. Deason if prior to the one-year anniversary of his start date, Mr. Deason’s employment is terminated for any reason. Mr. Deason also received a
one-time relocation bonus equal to $159,535, which is subject to repayment if Mr. Deason terminates employment for any reason or if Garrett Motion Sàrl
terminates Mr. Deason’s employment (other than for reason of redundancy) prior to the second anniversary of his start date. Additionally, under the
employment agreement, Mr. Deason is eligible for an annual grant of equity awards with an initial target opportunity of 170% of annual base salary.
Mr. Deason’s annual equity award will be determined by the Board and will be based on his individual performance.
156
Mr. Deason is also eligible to receive vacation benefits in accordance with Company policy, a cash car allowance in the amount of $1,835 per
month and tuition reimbursement. Mr. Deason’s employment agreement also includes two-year post-termination non-competition restrictions and one-year
post-termination non-solicitation restrictions.
In the event of Mr. Deason’s involuntary termination of employment without cause, he will be entitled to certain payments, as described under
“Summary of Potential Payments and Benefits—Termination Events” below. Mr. Deason’s offer of employment is also contingent upon his execution of
the Company’s intellectual property and non-competition agreements, which include customary confidentiality provisions.
Chief Transformation Officer and Former Interim Chief Financial Officer—Peter Bracke.
On September 15, 2015, Honeywell Technologies Sàrl, a subsidiary of Honeywell, entered into an employment agreement with Mr. Bracke
appointing him as ECC Vice President and CFO. The agreement was amended in September 2019 when Mr. Bracke was appointed as our Interim Chief
Financial Officer, and further amended on June 8, 2020 when Mr. Bracke stepped down as our Interim Chief Financial Officer and was appointed as our
Chief Transformation Officer.
Prior to the amendment in June 2020, Mr. Bracke’s agreement provided Mr. Bracke with an annual base salary of $473,919 and an annual cash
incentive target opportunity under the ICP equal to 60% of his annual base salary. Pursuant to the June 2020 amendment, the agreement provides
Mr. Bracke’s with an annual base salary of $425,428, effective July 1, 2020, and an annual cash incentive target opportunity under the ICP equal to 50% of
his annual base salary.
Mr. Bracke is eligible for an annual grant of equity awards with an initial target opportunity of 100% of annual base salary, Mr. Bracke’s annual
equity award will be determined by the Board. Additionally, under the amended employment agreement, Mr. Bracke received a restricted stock unit award
in September 2019 valued at $200,000. The award will vest in full on the second anniversary of the grant date, subject to Mr. Bracke’s continued
employment through such date.
In addition, Mr. Bracke is eligible to receive vacation benefits in accordance with Company policy.
In the event of Mr. Bracke’s involuntary termination of employment without cause, he will be entitled to certain payments, as described under
“Summary of Potential Payments and Benefits—Termination Events” below.
Other Named Executive Officers—Craig Balis, Thierry Mabru, and Jérôme Maironi.
Honeywell entered into offer letters with each of Messrs. Balis, Mabru, and Maironi.
The offer letters for Messrs. Balis, Mabru, and Maironi each provide for an annual base salary of $409,097, $414,211, and $460,234, respectively,
and an annual cash incentive target opportunity under the ICP equal to 55%, 55% and 60% of the executive’s annual base salary, respectively, which were
increased to 60%, 60% and 65%, respectively, in February 2020 after taking into consideration industry and market data, mix of target compensation for
each executive.
Additionally, under the offer letters, each of Messrs. Balis, Mabru, and Maironi is eligible for an annual grant of equity awards with an initial target
opportunity of 200%, 160% and 189%, respectively, of the executive’s annual base salary. Annual equity awards will be determined by the Board and are
based on the executive’s individual performance.
Under the offer letters and in connection with the successful completion of the Spin-Off, each of Messrs. Balis, Mabru, and Maironi also received
grants of Company RSUs valued at $800,000 for Messrs. Balis and Mabru and $1,000,000 for Mr. Maironi. The awards vest in two equal installments on
each of the third and fourth anniversaries of the Spin-Off, subject to continued employment through each vesting date.
In addition, Messrs. Balis, Mabru, and Maironi are eligible to receive vacation benefits in accordance with Company policy. Further, Mr. Maironi is
also entitled to relocation assistance in connection with his relocation to Switzerland in accordance with Company policy.
157
In the event of Messrs. Balis, Mabru, or Maironi’s involuntary termination of employment without cause, they will be entitled to certain payments,
as described under “Summary of Potential Payments and Benefits—Termination Events” below. The offer letters for Messrs. Balis, Mabru and Maironi are
also contingent upon the execution of the Company’s intellectual property and non-competition agreements, which include two-year post-termination non-
competition and non-solicitation provisions and customary confidentiality provisions.
Modification of LTI Plan Awards
As described above, in June 2020, in response to the unprecedented and ongoing market uncertainty resulting from the COVID-19 pandemic and in
connection with the Board’s evaluation of strategic alternatives for the Company, the Compensation Committee determined to revise the Company’s 2020
compensation program and issued one-time cash continuity awards to ensure effective retention and motivation of key individuals, including the Named
Executive Officers (other than Mr. Deason). As a condition to the approval of the continuity awards, such Named Executive Officers forfeited the RSUs
and PSUs granted in February 2020 under the LTI Plan, effective July 1, 2020 and subsequently, those awards were cancelled. The grant date fair value of
such awards, including the incremental fair value of the awards upon modification in connection with the cancellation and subsequent issuance of the
continuity awards, is reported in the Summary Compensation Table and Grants of Plan-Based Awards Table above.
OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END
The following table shows all outstanding Company equity awards held by the named executive officers as of December 31, 2020:
158
Option Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Name
Grant Date
Olivier Rabiller
Craig Balis
Jérôme Maironi
Thierry Mabru
Peter Bracke
7/29/2016
2/28/2017
2/27/2018
2/27/2018
10/1/2018
3/4/2019
3/4/2019
—
—
—
—
—
—
—
3/4/2019
27,138
2/27/2014
2/28/2017
7/27/2017
2/27/2018
2/27/2018
10/1/2018
3/4/2019
3/4/2019
—
—
—
—
—
—
—
—
3/4/2019
6,892
7/25/2014
2/28/2017
2/27/2018
2/27/2018
10/1/2018
3/4/2019
3/4/2019
—
—
—
—
—
—
—
3/4/2019
7,327
7/31/2015
2/28/2017
7/27/2017
2/27/2018
2/27/2018
10/1/2018
3/4/2019
3/4/2019
—
—
—
—
—
—
—
—
3/4/2019
5,582
9/24/2015
2/28/2017
2/27/2018
2/27/2018
—
—
—
—
3/4/2019
3,135
3/4/2019
3/4/2019
9/6/2019
—
—
—
—
—
—
—
—
—
—
81,416(8)
—
—
—
—
—
—
—
—
20,678(8)
—
—
—
—
—
—
—
21,983(8)
—
—
—
—
—
—
—
—
16,749(8)
—
—
—
—
9,408(8)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16.17
3/4/2029
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16.17
3/4/2029
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16.17
3/4/2029
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16.17
3/4/2029
—
—
—
—
—
—
—
—
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
57,083(2)
12,312(3)
14,601(4)
10,100(12)
232,440(5)
48,873(6)
—
—
16,864(9)
6,995(3)
18,519(10)
15,346(11)
7,543(12)
43,250(5)
12,413(6)
—
—
11,753(13)
7,835(3)
14,528(11)
7,159(12)
54,060(5)
13,196(6)
—
—
9,875(14)
5,429(3)
15,432(10)
11,350(11)
5,561(12)
43,250(5)
10,054(6)
—
—
9,824(15)
8,394(3)
6,538(11)
3,196(12)
Market
Value
of Shares
or Units of
Stock That
Have Not
Vested ($)(1)
252,878
54,542
64,682
44,743
1,029,709
216,507
—
—
74,708
30,988
82,039
67,983
33,415
191,598
54,990
—
—
52,066
34,709
64,359
31,714
239,486
58,458
—
—
43,746
24,050
68,364
50,281
24,635
191,598
44,539
—
—
43,520
37,185
28,963
14,158
—
49,550
25,016
89,092
Stock Awards
Equity
Incentive Plan
Awards:
Number of Unearned
Shares, Units or
Other Rights That
Have Not Vested (#)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units, or
Other Rights That
Have Not Vested ($)(1)
—
—
—
—
—
—
97,745(7)
—
—
—
—
—
—
—
—
24,825(7)
—
—
—
—
—
—
—
26,392(7)
—
—
—
—
—
—
—
—
20,108 (7)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
433,010
—
—
—
—
—
—
—
—
109,975
—
—
—
—
—
—
—
116,917
—
—
—
—
—
—
—
—
89,078
—
—
—
—
—
—
—
—
—
16.17
3/4/2029
—
—
—
—
—
—
—
—
—
—
11,185(16)
5,647(6)
20,111(17)
(1)
Market value is determined based on the closing price of our common stock on December 31, 2020 or $4.43 per share.
159
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
On July 29, 2016, the Honeywell MDCC approved an award of Honeywell RSUs for Mr. Rabiller, scheduled to vest in substantially equal
installments on each of the third, fifth and seventh anniversaries of the grant date, subject to continued employment on the applicable vesting date.
These Honeywell RSUs were converted into Company RSUs in connection with the Spin-Off.
On February 28, 2017, the Honeywell MDCC approved an award of Honeywell RSUs for each Named Executive Officer (other than Mr. Deason),
scheduled to vest in substantially equal installments on the second, third and fourth anniversaries of the grant date. These Honeywell RSUs were
converted into Company RSUs in connection with the Spin-Off.
On February 27, 2018, the Honeywell MDCC approved an award of Honeywell RSUs for Mr. Rabiller, scheduled to vest in substantially equal
installments on the second, fourth and sixth anniversaries of the grant date, subject to continued employment on the applicable vesting date. These
Honeywell RSUs were converted into Company RSUs in connection with the Spin-Off.
Pursuant to the offer letters or employment agreement, each entered into in connection with the Spin-Off, on October 1, 2018, we granted Messrs.
Rabiller, Balis, Maironi and Mabru awards of Company RSUs, which vest in two equal installments on each of the third and fourth anniversaries of
the Spin-Off, subject to continued employment on the applicable vesting date.
On March 4, 2019, the Compensation Committee approved an award of Company RSUs pursuant to the LTI Plan for each Named Executive
Officer (other than Mr. Deason), which will vest in full on the third anniversary of the grant date, subject to continued employment on the vesting
date.
On March 4, 2019, the Compensation Committee approved an award of PSUs pursuant to the LTI Plan for Messrs. Rabiller, Balis, Maironi and
Mabru. The performance period for the PSUs will end on December 31, 2021. In accordance with the SEC rules, the number of PSUs shown
pursuant to the LTI Plan represents the number of performance shares that may be earned during the performance period based on target
performance.
On March 4, 2019, the Compensation Committee approved an award of stock options pursuant to the LTI Plan for each Named Executive Officer
(other than Mr. Deason), each of which will vest in equal 25% installments over a four-year period, subject to continued employment through the
applicable vesting date, and expire ten years from the date of grant.
On February 27, 2014, the Honeywell MDCC approved an award of Honeywell RSUs for Mr. Balis, scheduled to vest in substantially equal
installments on the fifth and seventh anniversaries of the grant date, subject to continued employment on the applicable vesting date. These
Honeywell RSUs were converted into Company RSUs in connection with the Spin-Off.
On July 27, 2017, the Honeywell MDCC approved awards of Honeywell RSUs for Messrs. Balis and Mabru, each scheduled to vest in substantially
equal installments on the second, fourth and sixth anniversaries of the grant date, subject to continued employment on the applicable vesting date.
These Honeywell RSUs were converted into Company RSUs in connection with the Spin-Off.
On February 27, 2018, the Honeywell MDCC approved awards of Honeywell RSUs for each of Messrs. Balis, Maironi, Mabru and Bracke, each
scheduled to vest in full on the third anniversary of the grant date, subject to continued employment on the applicable vesting date. These
Honeywell RSUs were converted into Company RSUs in connection with the Spin-Off.
On February 27, 2018, the Honeywell MDCC approved an award of Honeywell RSUs for each Named Executive Officer (other than Mr. Deason),
scheduled to vest in substantially equal installments on the first, second, third and fourth anniversaries of the grant date. These Honeywell RSUs
were converted into Company RSUs in connection with the Spin-Off.
On July 25, 2014, the Honeywell MDCC approved an award of Honeywell RSUs for Mr. Maironi, scheduled to vest in substantially equal
installments on the fifth and seventh anniversaries of the grant date, subject to continued employment on the applicable vesting date. These
Honeywell RSUs were converted into Company RSUs in connection with the Spin-Off.
On July 31, 2015, the Honeywell MDCC approved an award of Honeywell RSUs for Mr. Mabru, scheduled to vest in substantially equal
installments on the fifth and seventh anniversaries of the grant date, subject to continued employment on the applicable vesting date. These
Honeywell RSUs were converted into Company RSUs in connection with the Spin-Off.
On September 24, 2015, the Honeywell MDCC approved an award of Honeywell RSUs for Mr. Bracke, scheduled to vest in substantially equal
installments on the fifth and seventh anniversaries of the grant date. These Honeywell RSUs were converted into Company RSUs in connection
with the Spin-Off.
On March 4, 2019, the Compensation Committee approved an award of Company RSUs pursuant to the Replacement Plan for Mr. Bracke, which
will vest in full on March 4, 2021, subject to continued service.
160
(17)
On September 6, 2019, the Compensation Committee approved an award of Company RSUs to Mr. Bracke in connection with his appointment as
Interim Chief Financial Officer. The RSUs will vest in full on the second anniversary of the grant date, subject to continued employment.
OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2020
The following table shows the number of shares acquired upon the vesting of Company stock awards for 2020 and the value realized upon such
vesting.
Name
Olivier Rabiller
Sean Deason
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
Stock Awards
Number of Shares
Acquired on
Vesting (#)
Value
Realized on
Vesting ($)(1)
118,323
—
97,645
81,482
66,435
55,439
811,068
—
566,074
513,129
397,578
330,420
(1)
Represents the amounts realized based on the fair market value of our common stock on the vesting date.
PENSION BENEFITS—FISCAL YEAR 2020
The following table provides summary information about the pension benefits that have been earned by our Named Executive Officers in 2020. For
2020, the Named Executive Officers all participated in a pension plan sponsored in Switzerland and named “Columna Sammelstiftung Client Invest
Winterthur” (the “Garrett Swiss Plan”). Garrett Swiss Plan benefits depend on each Named Executive Officer’s annual contribution election and age. The
column in the table below entitled “Present Value of Accumulated Benefits” represents the value of the employer contributions in the Garrett Swiss Plan
with related interest, converted to U.S. dollars.
Name
Olivier Rabiller
Sean Deason
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
Plan Name
Garrett Swiss Plan (1)
Garrett Swiss Plan (1)
Garrett Swiss Plan (1)
Garrett Swiss Plan (1)
Garrett Swiss Plan (1)
Garrett Swiss Plan (1)
Number of Years
Credited Service
(#)
Present Value of
Accumulated
Benefit
($)
10
0.5
11.8
6.6
2.5
9.8
776,709
28,916
663,515
559,204
159,281
494,603
(1)
Garrett Swiss Plan benefits are not dependent upon years of credited service.
Garrett Swiss Plan Information
The Garrett Swiss Plan is a broad-based pension plan in which all of Garrett’s Swiss-based employees participate, as well as our Named Executive
Officers. The Garrett Swiss Plan complies with Swiss tax requirements applicable to broad-based pension plans. Normal retirement age under the Garrett
Swiss Plan is 65, for men, and 64, for women. All benefits are immediately vested.
161
The Named Executive Officers can contribute to the Garrett Swiss Plan based on their age at rates that range from 5%-11% of pensionable salary
with additional contributions for death and disability benefits. Employer contributions are also based on the Named Executive Officer’s age at rates that
range from 5.5%-11.5% of pensionable salary with additional contributions for death and disability benefits. For 2020, participants received an interest rate
of return of 4.5%.
The Garrett Swiss Plan defines pensionable salary as the sum of annual base salary, sales incentives/commissions, bonuses, gratuities and gifts for
service years, in each case, while taking into account any changes to compensation have been agreed to for the applicable year, minus the annual
coordination amount and limited to the Garrett Swiss Plan’s annual pay limit. For 2020, the annual coordination amount was $26,467 and the Garrett Swiss
Plan’s annual pay limit was $848,047.
Annual benefits under the Garrett Swiss Plan are calculated at a Named Executive Officer’s retirement date and are equal to a percentage of the
Named Executive Officer’s account balance specified in the Garrett Swiss Plan based on his age and retirement year. The normal payment form is a joint
and 60% survivor annuity with the member’s surviving spouse, with a lump sum option. Swiss pension law requires participants who were covered by the
pension plan of another employer to transfer the termination benefit of that pension plan into the Garrett Swiss Plan. Participants are permitted to withdraw
part of the termination benefit, or pledge the termination benefit, for home ownership.
NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2020
The following table provides information on the defined contribution or other plans that during 2020 provided for deferrals of compensation to our
Named Executive Officer’s on a basis that is not tax-qualified.
Name
Plan
Craig Balis
Garrett Supplemental
Savings Plan(1)
Executive
Contributions
in 2020 ($)
Registrant
Contributions in
2020 ($)
Aggregate
Earnings in 2020
($)
Aggregate
Withdrawals
/Distributions
($)
Aggregate
Balance as of
December 31,
2020 ($)
—
—
27,910
—
385,788
(1)
In 2020, Mr. Balis participated in the Garrett Supplemental Savings Plan. Mr. Balis does not contribute to the plan (and Garrett is not actively
making any matching contributions to his account); however, his account continues to earn interest under the plan. All deferred compensation
amounts are unfunded and unsecured obligations of Garrett and are subject to the same risks as any of Garrett’s general obligations. No amounts
reported in the table above for Mr. Balis have been reported in our Summary Compensation Table for 2018, 2019 or 2020.
Supplemental Savings Plan (“SSP”)
The SSP is a U.S. nonqualified deferred compensation plan that permits executives to defer the portion of their pre-tax compensation and incentive
compensation that could not be contributed to Garrett’s tax-qualified 401(k) plan due to the annual deferral and compensation limits imposed by the
Internal Revenue Code and/or up to an additional 25% of base annual salary for the plan year. Employer matching contributions are discretionary and
immediately vested.
Participant deferrals are credited with a rate of interest, compounded daily, based on the Fidelity U.S. Bond Index Fund. The rate is subject to
change daily, and for 2020, the average rate was 7.8%.
Mr. Balis elected to receive his SSP benefits in a lump sum, which amount will be paid on the later of six months or in January of the year
following his separation from service. Amounts deferred cannot be withdrawn before the distribution date for any reason.
162
SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS—TERMINATION EVENTS
Overview
This section describes the benefits payable to our Named Executive Officers in two circumstances:
•
•
Termination of Employment; and
Change in Control
Employment Agreements and Offer Letters
Olivier Rabiller. Under Mr. Rabiller’s offer letter, upon an involuntary termination of employment, other than for cause, Mr. Rabiller will be
entitled to 24 months of base salary continuation and target incentive compensation, which will be extended to 36 months in the case of such termination
within two years after a change in control of the Company.
Company Severance Plan
Our Named Executive Officers are eligible for severance payments and benefits upon a qualifying termination of employment under our Company
severance plan. Upon an involuntary termination of employment by the Company, the Named Executive Officers are entitled to 18 months of base salary
continuation, target incentive compensation prorated for the severance period and continued health and welfare benefits for the duration of the severance
period, in each case, which will be extended to 24 months in the case of such termination following a change in control. We do not provide our Named
Executive Officers, all of whom reside in Switzerland, with continued health and welfare benefits upon a qualifying termination of employment as these
benefits typically are provided by the government.
Garrett 2018 Stock Incentive Plan
Under the terms of the 2018 Plan and applicable award agreements, in the event of a change in control, if (i) the successor corporation does not
assume or substitute outstanding equity awards or (ii) if outstanding equity awards are assumed or substituted and the executive is terminated without
“cause” or for “good reason” (each as defined in the 2018 Plan) within 24 months of the change in control, such equity awards will immediately vest (with
PSU awards vesting at target or other substantially achieved performance as determined by the Compensation Committee and PCU awards vesting based
on actual performance on a pro-rated basis) and, if applicable, become exercisable immediately prior to the change in control transaction. Upon death or
disability, any outstanding equity awards held by the executive will immediately vest and, if applicable, become exercisable (with PSU and PCU awards
vesting based on actual performance and on a prorated basis).
163
Summary of Potential Payments Upon Termination or Change in Control
The following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of certain qualifying
terminations of employment or a change in control, in any case, occurring on December 31, 2020. Amounts shown do not include (i) accrued but unpaid
base salary through the date of termination, or (ii) other benefits earned or accrued by the Named Executive Officer during his employment that are
available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards
for any outstanding awards under the 2018 Plan. Pension and nonqualified deferred compensation benefits, which are described elsewhere in this filing, are
not included in the table below in accordance with the applicable disclosure requirements, even though they may become payable at the times specified in
the table.
Name
Olivier Rabiller
Sean Deason
Peter Bracke
Craig Balis
Jérôme Maironi
Thierry Mabru
Benefit
Cash
Equity Acceleration (1)
All Other Payments or Benefits
Total
Cash
Equity Acceleration (1)
All Other Payments or Benefits
Total
Cash
Equity Acceleration (1)
All Other Payments or Benefits
Total
Cash
Equity Acceleration (1)
All Other Payments or Benefits
Total
Cash
Equity Acceleration (1)
All Other Payments or Benefits
Total
Cash
Equity Acceleration (1)
All Other Payments or Benefits
Total
Death
($)
—
2,096,072
—
2,096,072
Disability
($)
—
2,096,072
—
2,096,072
—
—
—
—
—
287,485
—
287,485
—
645,695
—
645,695
—
597,709
—
597,709
—
536,291
—
536,291
—
—
—
—
—
287,485
—
287,485
—
645,695
—
645,695
—
597,709
—
597,709
—
536,291
—
536,291
Termination
Without Cause (no
Change in Control)
($)
Termination
Without Cause in
Connection with a
Change in Control
($)
4,307,457
—
—
4,307,457
1,636,834
—
—
1,636,834
957,213
—
—
957,213
1,021,028
—
—
1,021,028
1,184,550
—
—
1,184,550
1,033,790
—
—
1,033,790
6,461,186
2,469,864
—
8,931,050
3,273,668
—
—
3,273,668
1,276,284
338,752
—
1,615,036
1,361,370
760,841
—
2,122,211
1,579,401
704,298
—
2,283,699
1,378,385
631,928
—
2,010,313
(1)
Represents the sum of the values attributable to the accelerated vesting of the unvested portion of all outstanding Company Stock Options, RSUs
and PSUs held by the executive officer as of December 31, 2020. The value of the accelerated equity awards was calculated based on the closing
price of our common stock on December 31, 2020 ($4.43). Upon the death or disability of the executive, PSUs and PCUs will accelerate and vest
based on actual performance through the completion of the performance period and will be prorated for the date of termination. We have estimated
for purposes of this disclosure that PSUs and PCUs awarded under the applicable Company Long-Term Incentive Plan are valued based on
projecting their performance as of December 31, 2020 through the end of the performance period. Note, however, that the value of these accelerated
PSU and PCU awards would ultimately reflect actual performance and, accordingly the amounts payable in respect of such PSU and PCU awards
under this scenario could be greater or less than the amounts reported.
164
CEO Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are
providing the following information regarding the relationship of the annual total compensation of our median employee to the annual total compensation
of Olivier Rabiller, our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent
with the requirements of Item 402(u) of Regulation S-K.
For 2020, our last completed fiscal year:
•
•
the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $27,408; and
the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $4,624,167.
Based on this information, for 2020, our CEO’s annual total compensation was 169 times that of the median of the annual total compensation of all
of our employees (other than the CEO).
Determining the Median Employee
Employee Population
We used our employee population data as of October 1, 2019 as the determination date for identifying our median employee. As of such date, our
employee population consisted of approximately 6,100 individuals.
Methodology for Determining Our Median Employee
To identify the median employee from our employee population, we selected base salary and target bonus as the most appropriate measure of
compensation, which was consistently applied to all of our employees included in the calculation. In identifying the median employee, we annualized the
compensation of all permanent employees who were new-hires in 2019 and we converted international currencies to US dollars using the exchange rates on
the determination date.
This employee is the same employee identified for purposes of our 2020 disclosure. We believe that there have been no changes in our employee
population or employee compensation arrangements since that median employee was identified in 2019 that would significantly impact our pay ratio
disclosure.
Compensation Measure and Annual Total Compensation of Median Employee
With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated the elements of
such employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total
compensation of $27,146.
Annual Total Compensation of CEO
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table,
included in this Annual Report.
DIRECTOR COMPENSATION
Non-Employee Director Compensation Agreements
We have entered into letter agreements with each of our non-employee directors that generally provide a total compensation package that includes
annual cash fees and annual restricted stock unit grants to compensate our non-employee directors for the time and effort necessary to serve on the Board.
165
Our non-employee directors receive a cash retainer for service on the Board and for service on each committee of which the non-employee director
is a member. The Independent Chairperson of the Board and the Chairperson of each committee may receive a higher retainer for such service. Cash
retainers are paid quarterly on the first business day of the applicable quarter. The fees paid to our non-employee directors for service on the Board are set
forth in the table below.
Cash Compensation
Annual Cash Retainer
Independent Chairperson Annual Cash Retainer
Committee Chair Annual Cash Retainer
Audit
Compensation
Nominating and Governance
Other Committees
Committee Member Annual Cash Retainer
Audit
Compensation
Nominating and Governance and Other Committees
$
$
$
$
$
$
$
$
$
80,000
100,000
20,000
15,000
15,000
10,000
10,000
7,500
5,000
In addition, each of our non-employee directors is eligible to receive an annual restricted stock unit grant with a total target value of $120,000 (the
actual number of restricted stock units to be determined by dividing the target value by the fair market value of Company common stock on the date of the
annual meeting of stockholders). The restricted stock units will vest on the earlier of the one-year anniversary of the grant date, death, disability or the non-
employee director’s removal from the Board in connection with a change in control.
In light of the uncertainties related to the global COVID-19 pandemic, in April 2020 our directors have agreed to reduce their annual cash retainers
by 20% for the remainder of 2020. Additionally, in June 2020, our Nominating and Governance Committee approved an amendment to our non-employee
director compensation program. Under the amended program, all non-employee director compensation will be paid in cash on a quarterly basis (with the
annual equity grant for 2020 paid in equal portions cash in each of the third and fourth quarters).
We also reimburse our non-employee directors for expenses incurred in connection with attending Board and committee meetings and provide our
non-employee directors with business travel accident insurance.
In accordance with our 2018 Stock Plan for Non-Employee Directors, the maximum number of shares with respect to which awards may be granted
to any non-employee director during any calendar year is 20,000.
Stock Ownership Guidelines
Under our non-employee director stock ownership guidelines, each non-employee director is required to hold a number of shares of Company
common stock having a market value equal to or greater than five times the annual base cash retainer payable to the non-employee director. Until the
applicable ownership guideline is achieved, each non-employee director is required to retain at least 50% of the shares acquired from Company restricted
stock unit grants, other than any shares required to be sold to pay applicable taxes. Once the applicable ownership guideline is achieved, the
aforementioned retention ratio will no longer apply. If a non-employee director’s share ownership subsequently falls back below the applicable ownership
guideline and remains below the ownership guideline on a continuous basis for a period of more than 24 months, the non-employee director will be
required to comply again with the retention ratio until such time as the non-employee director again achieves the ownership guideline.
The following table sets forth information regarding the compensation earned by our non-employee directors for the year ended December 31,
2020. Mr. Rabiller, who served as our President and Chief Executive Officer during the year ended December 31, 2020, and continues to serve in that
capacity, does not receive additional compensation for his service as a director, and therefore is not included in the Director Compensation table below. All
compensation paid to Mr. Rabiller is reported in the Summary Compensation Table included under “Executive Compensation.”
166
2020 Director Compensation Table
Name
Carlos M. Cardoso
Maura J. Clark
Courtney M. Enghauser
Susan L. Main
Carsten J. Reinhardt
Jérôme Stoll(4)
Scott A. Tozier
Fees Earned or Paid in
Cash ($)(1)
Stock Awards
($)(2)
All Other
Compensation
($)(3)
Total ($)
295,500
210,500
203,000
203,000
203,000
145,535
215,500
—
—
—
—
—
—
—
—
—
—
—
4,536
—
—
295,500
210,500
203,000
203,000
207,536
145,535
215,500
(1)
(2)
(3)
(4)
Reflects cash retainer fees earned by our directors in 2020, which reflects a 20% reduction to the annual cash retainers set forth above, effective
April 1, 2020 through December 31, 2020. Also reflects each director’s annual equity grant for 2020, which is paid in cash.
As of December 31, 2020, none of our non-employee directors held outstanding equity awards.
Amount for Mr. Reinhardt represents reimbursement of tax planning services.
Mr. Stoll was appointed to our Board on March 26, 2020.
167
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding beneficial ownership of our common stock as of February 4, 2021, by:
•
•
•
•
each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of the outstanding shares of our
common stock as of such date based on currently available Schedules 13D and 13G filed with the SEC;
each of our directors;
our named executive officers; and
all of our directors and executive officers as a group.
The number of shares of common stock beneficially owned by each person or entity is determined in accordance with the applicable rules of the
SEC and includes voting or investment power with respect to shares of our common stock. The information is not necessarily indicative of beneficial
ownership for any other purpose. Shares of our common stock issuable under restricted stock units that will vest, and stock options that will be exercisable,
on or before April 5, 2021, are deemed beneficially owned for computing the percentage ownership of the person holding the options but are not deemed
outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, to our knowledge, all persons named in the table have
sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under community
property laws. Unless otherwise indicated, the address of all directors and executive officers is La Pièce 16, Rolle, Switzerland 1180. The inclusion of any
shares deemed beneficially owned in this table does not constitute an admission of beneficial ownership of those shares.
Name and Address of Beneficial Owner
Holders of more than 5% of our Common Stock
Oaktree and Centerbridge Group
Deccan Value Investors L.P.
Name and Address of Beneficial Owner
Directors and Named Executive Officers:
Olivier Rabiller
Carlos M. Cardoso
Maura J. Clark
Courtney M. Enghauser
Susan L. Main
Carsten J. Reinhardt
Jérôme Stoll
Scott A. Tozier
Sean Deason
Craig Balis
Peter Bracke
Thierry Mabru
Jérôme Maironi
All current directors and executive officers as a group (15 persons)
Total Number
of Shares
Beneficially Owned
Percentage of Common
Stock Beneficially
Owned(1)
41,297,636 2
7,200,605 3
54.5%
9.5%
Total Number
of Shares
Beneficially Owned
Percentage of Common
Stock Beneficially
Owned(1)
214,675 4
9,190
9,190
9,190
9,190
6,432
—
9,190
—
204,882 5
178,067 6
89,374 7
148,101 8
1,022,011 9
*
*
*
*
*
*
*
*
*
*
*
*
1.3%
*Less than 1% of our common stock.
Applicable percentage of ownership for each holder is based on 75,813,634 shares of common stock outstanding on February 4, 2021.
168
2 Oaktree Capital Management, L.P., Centerbride Partners, L.P., Honeywell International Inc., Attestor Value Master Fund LP; The Baupost Group, L.L.C.,
acting on behalf of certain managed funds; Cyrus Capital Partners, L.P., solely in its capacity as investment manager to and on behalf of certain managed
funds and accounts; FIN Capital Partners LP acting to behalf of certain managed funds; Hawk Ridge Capital Management LP acting to behalf of certain
managed funds; IngleSea Capital acting on behalf of certain managed funds or accounts; Keyframe Capital Partners, L.P., solely in its capacity as
investment manager to and on behalf of certain managed funds; Newtyn Management, LLC on behalf of its advisee funds; Sessa Capital (Master), L.P.;
Whitebox Multi- Strategy Partners, L.P.; and Benefit Street Partners, L.L.C. (collectively, the “Oaktree and Centerbridge Group”) entered into a
Coordination Agreement, as amended and restated, in connection with submitting a proposal for a plan of reorganization to the Company that was
ultimately selected by the Company. Accordingly, the Oaktree and Centerbridge Group constitutes a “group” as such term is used in Section 13(d)(3) of the
Exchange Act. The following is the beneficial ownership of each of the members of the Oaktree and Centerbridge group:
a.
b.
Based on a Schedule 13D/A filed on January 26, 2021, Oaktree Value Opportunities Fund Holdings, L.P. has sole voting and dispositive power
with respect to 718,622 shares of common stock; Oaktree Value Opportunities Fund GP, L.P. has sole voting and dispositive power with respect
to 718,622 shares of common stock, solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.; Oaktree
Value Opportunities Fund GP Ltd. Has sole voting and dispositive power with respect to 718,622 shares of common stock, solely in its capacity
as the general partner of Oaktree Value Opportunities Fund GP, L.P.; Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. has sole voting
and dispositive power with respect to 2,874,489 shares of common stock; Oaktree Fund GP, LLC has sole voting and dispositive power with
respect to 2,874,489 shares of common stock, solely in its capacity as the general partner of Oaktree Opportunities Fund Xb Holdings
(Delaware), L.P.; Oaktree Fund GP I, L.P. has sole voting and dispositive power with respect to 3,593,111 shares of common stock, solely in its
capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Value Opportunities Fund GP; Oaktree Capital
I, L.P. has sole voting and dispositive power with respect to 3,593,111 shares of common stock, solely in its capacity as the general partner of
Oaktree Fund GP I, L.P.; OCM Holdings I, LLC has sole voting and dispositive power with respect to 3,593,111 shares of common stock, solely
in its capacity as the general partner of Oaktree Capital I, L.P.; Oaktree Holdings, LLC has sole voting and dispositive power with respect to
3,593,111 shares of common stock, solely in its capacity as the managing member of OCM Holdings I, LLC; Oaktree Capital Management, L.P.
has sole voting and dispositive power with respect to 718,622 shares of common stock, solely in its capacity as the sole director of Oaktree
Value Opportunities Fund GP Ltd; Oaktree Capital Management GP, LLC has sole voting and dispositive power with respect to 718,622 shares
of common stock, solely in its capacity as the general partner of Oaktree Capital Management, L.P.; Atlas OCM Holdings, LLC has sole voting
and dispositive power with respect to 718,622 shares of common stock, solely in its capacity as the sole managing member of Oaktree Capital
Management GP, LLC; Oaktree Capital Group, LLC has sole voting and dispositive power with respect to 3,593,111 shares of common stock,
solely in its capacity as the managing member of Oaktree Holdings, LLC; Oaktree Capital Group Holdings GP, LLC has sole voting and
dispositive power with respect to 3,593,111 shares of common stock, solely in its capacity as the indirect owner of the class B units of each of
Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC; Brookfield Asset Management Inc. has sole voting and dispositive power with
respect to 3,593,111 shares of common stock, solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group,
LLC and Atlas OCM Holdings, LLC; Partners Limited has sole voting and dispositive power with respect to 3,593,111 shares of common
stock, solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc. (all such beneficial
holders, the “Oaktree group”). The address of the Oaktree entities is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
Based on a Schedule 13D/A filed on January 26, 2021, Centerbridge Credit Partners Master, L.P. (“Credit Partners Master”) has shared voting
and dispositive power with respect to 584,237 shares; Centerbridge Credit Partners Offshore General Partner, L.P. (“Credit Partners Offshore
GP”), as general partner of Credit Partners Master, with respect to the shares of common stock beneficially owned by Credit Partners Master,
has shared voting and dispositive power with respect to 584,237 shares; Centerbridge Credit Caymen GP, Ltd., as general partner of Credit
Partners Offshore GP, with respect to the shares of common stock beneficially owned by Credit Partners Master, has shared voting and
dispositive power with respect to 584,237 shares; Centerbridge Credit GP Investors, L.L.C. (“Credit GP Investors”), as director of Credit
Cayman GP, with respect to the shares of common stock beneficially owned by Credit Partners Master, has shared voting and dispositive power
with respect to 584,237 shares; Centerbridge Special Credit Partners III-Flex, L.P. (“SC III-Flex”), has shared voting and dispositive power with
respect to 2,805,763 shares; Centerbridge Special Credit Partners General Partner III, L.P. (“Special Credit III GP”), as general partner of SC
III-Flex, with respect to the shares
169
of common stock beneficially owned by SC III-Flex, has shared voting and dispositive power with respect to 2,805,763 shares; CSCP III
Cayman GP Ltd. (“CSCP III Cayman GP”), as general partner of Special Credit III GP, with respect to the common stock beneficially owned by
SC III-Flex, has shared voting and dispositive power with respect to 2,805,763 shares; Mark T. Gallogly (“Mr. Gallogly”), as a director of
CSCP III Cayman GP and a managing member of Credit GP Investors, with respect to the shares of common stock beneficially owned by
Credit Partners Master and SC III-Flex, has shared voting and dispositive power with respect to 3,390,000 shares; and Jeffrey H. Aronson (“Mr.
Aronson”), as a director of CSCP III Cayman GP and a managing member of Credit GP Investors, with respect to the shares of common stock
beneficially owned by Credit Partners Master and SC III-Flex, has shared voting and dispositive power with respect to 3,390,000 shares (all
such beneficial holders, the “Centerbridge group”). The address of the Centerbridge entities is 375 Park Avenue, 12th Floor, New York, New
York 10152.
Based on a Schedule 13D/A filed on November 17, 2020, Honeywell International Inc. has sole voting and dispositive power with respect to
2,415,549 shares of common stock. The address of Honeywell International Inc. is 300 South Tryon Street, Charlotte, North Carolina 28202.
Based on a Schedule 13D filed on October 26, 2020, Attestor Value Master Fund LP (“Attestor”) has sole voting and dispositive power with
respect to 2,661,970 shares of common stock; Attestor Value Fund GP Limited (“Attestor GP”), as the sole general partner of Attestor, has sole
voting and dispositive power with respect to 2,661,970 shares of common stock; Attestor Capital Limited (“Attestor Capital”), as the manager
to Attestor GP, has sole voting and dispositive power with respect to 2,661,970 shares of common stock; Attestor Limited (“Attestor Limited”),
as the investment manager to Attestor, has sole voting and dispositive power with respect to 2,661,970 shares of common stock; and Jan-
Christoph Peters, as the sole director and sole indirect shareholder of Attestor Limited, has sole voting and dispositive power with respect to
2,661,970 shares of common stock. The address of Attestor, Attestor GP and Attestor Capital is c/o Attestor Value Fund GP Limited, Ugland
House, PO Box 309, Grand Cayman KY1-1104, Cayman Islands. The address of Attestor Limited and Mr. Peters is 7 Seymour Street, London
W1H 7JW, United Kingdom.
Based on a Schedule 13D/A filed on January 26, 2021, Baupost Group LLC/MA (“Baupost") has shared voting and dispositive power with
respect to 3,575,000 shares of common stock; Baupost Group GP L.L.C. (“BG GP”), as the Manager of Baupost, has shared voting and
dispositive power with respect to 3,575,000 shares of common stock; and Seth A. Klarman, as the sole Managing Member of BG GP and a
controlling person of Baupost, has shared voting and dispositive power with respect to 3,575,000 shares of common stock (all such beneficial
holders, the “Baupost group”). The address of the Baupost Group is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116.
Based on a Schedule 13D filed on October 6, 2020, Cyrus Capital Partners, L.P. (“Cyrus Capital Partners”), as the investment manager of
certain private investment funds that directly hold shares of common stock, has sole voting and dispositive power with respect to 10,220,254
shares of common stock; Cyrus Capital Partners GP, L.L.C. (“Cyrus Capital GP”), as the general partner of Cyrus Capital Partners and the
managing member of Cyrus Capital Advisors, L.L.C. (“Cyrus Capital Advisors”), has sole voting and dispositive power with respect to
10,220,254 shares of common stock; Cyrus Capital Advisors has sole voting and dispositive power with respect to 6,000,171 shares of common
stock; and Stephen C. Freidheim, as the Chief Investment Officer of Cyrus Capital Partners and is the sole member and manager of Cyrus
Capital GP, has sole voting and dispositive power with respect to 10,220,254 shares of common stock (all such beneficial holders, the “Cyrus
Capital group”). The address of the Cyrus Capital group is c/o Cyrus Capital Partners, L.P., 65 East 55th Street, 35th Floor, New York, New
York, 10022.
Based on a Schedule 13D/A filed on December 23, 2020, FIN Capital Partners LP (“FCP”) has sole voting and dispositive power with respect
to 445,000 shares of common stock; FIN Capital Management LLC (“FCM”), as the investment manager of FCP has sole voting and
dispositive power with respect to 445,000 shares of common stock; Finn Management GP LLC (“FMGP”), as the general partner of FCP, has
sole voting and dispositive power with respect to 445,000 shares of common stock; and Brian A. Finn, as manager of FCM and FMGP, has sole
voting and dispositive power with respect to 445,000 shares of common stock (all such beneficial holders the “FIN group”). The address of the
FIN group is 336 West 37th Street, Suite 200, New York NY 10018.
Based on a Schedule 13D filed on October 26, 2020, Hawk Ridge Master Fund, L.P. (“Hawk Ridge”) has sole voting and dispositive power
with respect to 2,336,564 shares of common stock; Hawk Ridge Management, LLC (“Hawk Ridge GP”), as the general partner of Hawk Ridge,
has sole voting and dispositive power with respect to 2,336,564 shares of common stock; Hawk Ridge Capital Management, L.P. (“Hawk Ridge
LP”), as the investment manager to Hawk Ridge, has sole voting and dispositive power with respect to 2,336,564 shares of common stock;
Hawk Ridge Capital Management GP LLC (“Hawk Ridge Capital GP”), as the general
c.
d.
e.
f.
g.
h.
170
i.
j.
k.
l.
partner of Hawk Ridge LP, has sole voting and dispositive power with respect to 2,336,564 shares of common stock; and David G. Brown, as
the portfolio manager of Hawk Ridge LP and sole member and manager of Hawk Ridge GP and Hawk Ridge Capital GP, has sole voting and
dispositive power with respect to 2,336,564 shares of common stock (all such beneficial holders, the “Hawk Ridge group”). The address of the
Hawk Ridge group is 12121 Wilshire Blvd. Suite 900, Los Angeles CA 90025.
Based on a Schedule 13D filed on October 29, 2020, IngleSea Capital, LLC has sole voting and dispositive power with respect to 300,000
shares of common stock. The address of IngleSea Capital, LLC is 7800 SW 57th Ave, Unit 308, South Miami, Florida 33143.
Based on a Schedule 13D filed on October 28, 2020, Keyframe Fund I, L.P. has shared voting and dispositive power with respect to 263,900
shares of common stock; Keyframe Fund II, L.P. has shared voting and dispositive power with respect to 225,226 shares of common stock;
Keyframe Fund III, L.P. has shared voting and dispositive power with respect to 564,200 shares of common stock; Keyframe Fund IV, L.P.
(together with the three preceding entities, the “Keyframe Funds”) has shared voting and dispositive power with respect to 452,724 shares of
common stock; Keyframe Capital Advisors, L.L.C (“KCA”), as the general partner of each of the Keyframe Funds, has shared voting and
dispositive power with respect to 1,506,050 shares of common stock; Keyframe Capital Partners, L.P. (“KCP”), as investment manager to the
Keyframe Funds, has shared voting and dispositive power with respect to 1,506,050 shares of common stock; Keyframe Capital Partners GP,
L.L.C. (“KCPGP”), as the general partner of KCP, has shared voting and dispositive power with respect to 1,506,050 shares of common stock;
and John R. Rapaport, as the Chief Investment Officer and Managing Partner of KCP and the Managing Member of both KCA and KCPGP, has
shared voting and dispositive power with respect to 1,506,050 shares of common stock (all such beneficial holders, the “Keyframe group”). The
address of the Keyframe group is 65 East 55th Street, 35th Floor, New York, New York 10022.
Based on a Schedule 13D/A filed on January 11, 2021, Newtyn Partners, LP (“NP”) has shared voting and dispositive power with respect to
1,117,299 shares of common stock; Newtyn TE Partners, LP (“NTE”) has shared voting and dispositive power with respect to 684,796 shares of
common stock; Newtyn Management, LLC (“NM”), as the investment manager of NP and NTE, has shared voting and dispositive power with
respect to 1,802,095 shares of common stock; Newtyn Capital Partners, LP (“NCP”), as the general partner to each of NP and NTE, has shared
voting and dispositive power with respect to 1,802,095 shares of common stock; Ledo Capital, LLC (“Ledo”), as the general partner to NCP,
has shared voting and dispositive power with respect to 1,802,095 shares of common stock; and Noah Levy, as managing member to NM, has
shared voting and dispositive power with respect to 1,802,095 shares of common stock (all such beneficial holders, the “Newtyn group”). The
address of the Newtyn group is 60 East 42nd Street, 9th Floor, New York, New York 10165.
Based on a Schedule 13D filed on September 29, 2020, Sessa Capital (Master), L.P. (“Sessa Capital”) has sole voting and dispositive power
with respect to 6,912,204 shares of common stock; Sessa Capital GP, LLC (“Sessa Capital GP”), as a result of being the sole general partner of
Sessa Capital, has sole voting and dispositive power with respect to 6,912,204 shares of common stock; Sessa Capital IM, L.P. (“Sessa IM”), as
a result of being the investment adviser for Sessa Capital, has sole voting and dispositive power with respect to 6,912,204 shares of common
stock; Sessa Capital IM GP, LLC (“Sessa IM GP”), as a result of being the sole general partner of Sessa IM, has sole voting and dispositive
power with respect to 6,912,204 shares of common stock; and John Petry, as a result of being the manager of Sessa Capital GP and Sessa IM
GP, has sole voting and dispositive power with respect to 6,912,204 shares of common stock (all such beneficial holders, the “Sessa Capital
group”). The address of the Sessa Capital group is 888 Seventh Avenue, 30th Floor, New York, New York, 10019.
m. Based on a Schedule 13D/A filed on January 26, 2021, Whitebox Advisors LLC (“WA”) has shared voting and dispositive power with respect
to 750,000 shares of common stock; Whitebox General Partner LLC (“WB GP”) has shared voting and dispositive power with respect to
750,000 shares of common stock; and Whitebox Multi-Strategy Partners, L.P. (“WMP”) has shared voting and dispositive power with respect to
750,000 shares of common stock. WA manages and advises private investment funds, including WMP. WB GP serves as general partner of
private investment funds, including WMP. The principal business address for each of WA and WB GP is 3033 Excelsior Boulevard, Suite 500,
Minneapolis, Minnesota 55416. The principal business address for WMP is c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94
Solaris Avenue, Camana Bay, Grand Cayman KY1-1108 Cayman Islands.
171
n.
Based on a Schedule 13D/A filed on January 12, 2021, Benefit Street Partners L.L.C. (“BSP”) has shared voting and dispositive power with
respect to 1,389,839 shares of common stock, which ncludes (i) 240,510 shares held by Benefit Street Partners Dislocation Fund L.P., (ii)
359,000 shares held by Benefit Street Partners Dislocation Fund (Cayman) Master L.P., (iii) 740,329 shares held by BSP Special Situations
Master A L.P. and (iv) 50,000 shares held by BSP Credit Solutions Fund, LP (collectively, the “BSP Funds”). Thomas J. Gahan has shared
voting and dispositive power with respect to 1,389,839 shares of common stock. BSP is a registered investment adviser and serves as the
investment adviser to each of the BSP Funds. Thomas J. Gahan controls BSP through his indirect ownership of membership interests of BSP
and as Chief Executive Officer of BSP’s sole managing member.
3 Information is based on a Schedule 13G/A filed by Deccan Value Investors L.P. (the “Deccan Investment Manager”) and Vinit Bodas on February 14,
2020. According to the Schedule 13G/A, each of the Deccan Investment Manager and Mr. Bodas has shared voting power and shared dispositive power
over all 7,200,605 shares. The Deccan Investment Manager serves as an investment manager with respect to the shares held by certain funds and managed
accounts. Mr. Bodas is the managing member of Deccan Value LLC, the general partner of the Deccan Investment Manager. The address for these
beneficial owners is Vinit Bodas, One Fawcett Place, Greenwich, CT 06830.
4 Includes options to purchase 54,276 shares and 17,362 restricted stock units that will vest on or before April 5, 2021.
5 Includes options to purchase 13,784 shares and 42,976 restricted stock units that will vest on or before April 5, 2021.
6 Includes options to purchase 6,270 shares and 27,715 restricted stock units that will vest on or before April 5, 2021.
7 Includes options to purchase 11,164 shares and 19,599 restricted stock units that will vest on or before April 5, 2021.
8 Includes options to purchase 14,654 shares and 25,942 restricted stock units that will vest on or before April 5, 2021.
9 Includes options to purchase 116,782 shares and 159,721 restricted stock units that will vest on or before April 5, 2021.
Securities Authorized For Issuance under Equity Compensation Plans (As of December 31, 2020)
Number of
Shares to be
issued upon
exercise of
outstanding
options,
warrants and
rights (#)
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
($)
Number of
Shares remaining
available for
future issuance
under equity
compensation
plans (excluding
shares
reflected in
the first column)
(#)(1)
2,256,597 (2)
—
2,256,597
16.17 (3)
—
16.17
5,986,312
—
5,986,312
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
(1)
(2)
(3)
Consists of the 2018 Plan and the 2018 Stock Plan for Non-Employee Directors.
Represents shares underlying Company stock options and unvested Company RSUs granted under the 2018 Plan and the 2018 Stock Plan for Non-
Employee Directors, with PSUs included at “target” levels.
Represents the weighted-average exercise price of Company stock options granted under the 2018 Plan.
172
Item 13. Certain Relationships and Related Transactions, and Director Independence
Policies and Procedures for Approval of Related Party Transactions
Our Board has adopted written policies and procedures (the “Policy”) for the review, approval and ratification of any transaction, arrangement or
relationship (or any series of similar transactions, arrangements or relationships) (“Related Person Transactions”) in which the Company (including any of
its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any “Related Person” had, has or will have a direct
or indirect material interest. Under the Policy, a “Related Person” includes (i) any person who is, or at any time since the beginning of the Company’s last
fiscal year was, a director, executive officer or a nominee to become a director of the Company; (ii) any person (or group) who is the beneficial owner of
more than 5% of any class of the Company’s voting securities; (iii) any immediate family member of any of the foregoing persons; and (iv) any firm,
corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such
person has a 10% or greater beneficial ownership interest.
Prior to entering into any Related Person Transaction, the Related Person must provide notice to our General Counsel of the facts and
circumstances of the proposed Related Person Transaction. The Policy calls for the proposed transaction to be assessed by the General Counsel and, if
determined to be a Related Person Transaction, submitted to the Nominating and Governance Committee for its consideration at the next Nominating and
Governance Committee meeting or, if the General Counsel, in consultation with the Chief Executive Officer or Chief Financial Officer, determines that it is
not practicable or desirable to wait until the next Nominating and Governance Committee meeting, to the Chair of the Nominating and Governance
Committee.
The Nominating and Governance Committee or Chair of the Nominating and Governance Committee, as applicable, will review and consider all
the relevant facts and circumstances available, including but not limited to:
•
•
the benefits to the Company of the proposed transaction;
the impact on a director’s independence in the event the Related Person is a director, an immediately family member of a director or an
entity in which a director is a partner, stockholder or executive officer;
•
•
the availability of other sources for comparable products or services; and
the terms of the transaction and the terms available to unrelated third parties or to employees generally.
The Nominating and Governance Committee (or the Chair of the Nominating and Governance Committee) shall approve only those Related Person
Transactions that are in, or are not inconsistent with, the best interests of the Company, as the Nominating and Governance Committee (or its Chair)
determines in good faith. From time to time, the Nominating and Governance Committee shall review certain previously approved or ratified Related
Person Transactions that remain ongoing in nature.
Relationships and Transactions with Directors, Executive Officers and Significant Stockholders
We have not been a party to any Related Person Transactions since January 1, 2020.
Independence of the Board of Directors
Although we are no longer listed on the NYSE, our Board continues to apply the NYSE independence criteria in assessing director
independence. Our Board has determined that all of our non-employee directors, who are listed below, meet the applicable criteria for independence
established by the NYSE. Olivier Rabiller is not an independent director under the NYSE rules due to his employment as our Chief Executive Officer and
President.
Independent Directors
Carlos M. Cardoso
Maura J. Clark
Courtney M. Enghauser
Carsten J. Reinhardt
Susan L. Main
Jérôme Stoll
Scott A. Tozier
173
In addition, each member of the Audit Committee (Mr. Tozier, Mr. Cardoso, Ms. Enghauser and Ms. Main) meets the heightened independence
standards required for audit committee members under NYSE rules and SEC standards and each member of the Compensation Committee (Mr. Reinhardt,
Mr. Cardoso, Ms. Clark and Mr. Tozier) meets the heightened independence standards required for compensation committee members under the NYSE
rules and SEC standards.
In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors with regard to
each director’s business and personal activities and any relationships they have with us and our management. The Board considered that Carsten J.
Reinhardt is a director and minority shareholder of TMax Holding GmbH (“TMax”), a supplier to Garrett. In 2020, the Company’s payments to TMax did
not exceed 2% of TMax’ gross revenues. The Board determined that this relationship does not impair Mr. Reinhardt’s independence. The Board also
considered that Jérôme Stoll was an employee of Renault during 2020, a customer of Garrett. In 2020, the Company’s payments from Renault did not
exceed 2% of Renault’s revenues. The Board determined that this relationship does not impair Mr. Stoll’s independence.
Item 14. Principal Accountant Fees and Services
The following table summarizes the fees of Deloitte SA, our independent registered public accounting firm, billed to us for each of the last two
fiscal years.
Fee Category
Audit Fees(1)
Audit-Related Fees(2)
Tax Fees(3)
Total Fees
December 31,
2020
December 31,
2019
$
$
3,978,000 $
16,500
—
3,994,500 $
3,706,000
7,000
76,000
3,789,000
(1) Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly
reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.
(2) Audit-related fees consist of fees that are reasonably related to the performance of the audit and the review of our financial statements and
which are not reported under “Audit Fees.”
(3) Tax fees consist of fees for tax-related services, including tax compliance and tax advice.
Pre-Approval Policies and Procedures
The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by
the Company’s independent registered public accounting firm. This policy provides that the Company will not engage its independent registered public
accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the service in advance. Between regularly
scheduled meetings of the Audit Committee, the chairperson of the Audit Committee may pre-approve the terms and fees of non-audit engagements with
the independent auditor. Any such pre-approvals by the chairperson of the Audit Committee will be presented to the full Audit Committee at its next
regularly scheduled meeting.
174
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
PART IV
1. The following financial statements are included in Item 8 “Financial Statements and Supplementary Data” herein.
Report of Independent Registered Accounting Firm
Consolidated and Combined Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018.
Consolidated and Combined Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018.
Consolidated Balance Sheets as of December 31, 2020 and 2019.
Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018.
Consolidated and Combined Statements of Equity (Deficit) for the years ended December 2020, 2019 and 2018.
Notes to Consolidated and Combined Financial Statements
70
75
76
77
78
79
80
2. All schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or
notes thereto.
3. The exhibits to this report are listed below
Exhibit
Number
2.1
2.2
2.3
2.4
2.5
3.1
3.2
Description
Indemnification and Reimbursement Agreement, dated September
12, 2018, by and among Honeywell ASASCO Inc., Honeywell
ASASCO 2 Inc., and Honeywell International Inc.
First Amendment, dated as of June 12, 2020, to the Indemnification
and Reimbursement Agreement, dated as of September 12, 2018,
among HHI, Honeywell International Inc., and Garrett ASASCO
Tax Matters Agreement, dated September 12, 2018, by and between
Honeywell International Inc., Garrett Motion Inc., and, solely for
purposes of Section 3.02(g), 5.05 and 6.13(b), Honeywell
ASASCO Inc. and Honeywell ASASCO 2 Inc.
Share and Asset Purchase Agreement, dated as of September 20,
2020, by and among Garrett Motion Inc., Garrett Motion Holdings
Inc., Garrett ASASCO Inc., Garrett Motion Holdings II Inc., AMP
Intermediate B.V. and AMP U.S. Holdings, LLC
Waiver Letter to Share and Asset Purchase Agreement, dated
October 12, 2020, by and among Garrett Motion Inc., Garrett
Motion Holdings Inc., Garrett ASASCO Inc., Garrett Motion
Holdings II Inc. and AMP Intermediate B.V.
Amended and Restated Certificate of Incorporation of Garrett
Motion Inc.
Amended and Restated By-laws of Garrett Motion Inc.
175
Incorporated by Reference
Form
10-K
File No.
001-38636
Exhibit
2.1
Filing
Date
2/27/2020
Filed/
Furnished
Herewith
8-K
001-38636
10.2
6/12/2020
8-K
001-38636
2.2
9/14/2018
8-K
001-38636
10.2
9/21/2020
8-K
00138636
10.1
10/13/2020
S-8
333-227619
8-K
333-227619
4.1
4.2
10/1/2018
10/1/2018
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
Indenture, dated as of September 27, 2018, between Garrett LX I
S.à r.l, Garrett Borrowing LLC, the Company, the guarantors
named therein, Deutsche Trustee Company Limited, as Trustee,
Deutsche Bank AG, London Branch, as Security Agent and Paying
Agent, and Deutsche Bank Luxembourg S.A., as Registrar and
Transfer Agent
Description of Capital Stock
Credit Agreement, dated as of September 27, 2018, by and among
the Company, Garrett LX I S.à r.l., Garrett LX II S.à r.l., Garrett LX
III S.à r.l., Garrett Borrowing LLC, and Honeywell Technologies
Sàrl, the Lenders and Issuing Banks party hereto and JPMorgan
Chase Bank, N.A., as administrative agent
First Amendment, dated as of June 12, 2020, to the Credit
Agreement dated as of September 27, 2018, among the Company,
Garrett LX I S.à r.l., Garrett LX II S.à r.l., Garrett LX III S.à r.l.,
Garrett Borrowing LLC, Garrett Motion Sàrl (f/k/a Honeywell
Technologies Sàrl), the other Loan Parties party thereto, the
Lenders and Issuing Banks party thereto and JPMorgan Chase
Bank, N.A., as administrative agent
Intercreditor Agreement, dated as of September 27, 2018, among
Garrett Motion Inc., Garrett LX I S.à r.l, Garrett LX II S.à r.l,
Garrett LX III S.à r.l, Honeywell Technologies Sàrl, Garrett
Borrowing LLC, other debtors and grantors party thereto,
JPMorgan Chase Bank, N.A., Deutsche Trust Company Limited,
Deutsche Bank AG, London Branch, other lenders party thereto
from time to time, Honeywell ASASCO 2 Inc., and each additional
representative from time to time party thereto
Restructuring Support Agreement, dated as of September 20, 2020,
by and among Garrett Motion Inc., the Company Parties and the
Consenting Lenders
First Amendment, dated as of January 6, 2021, to the Restructuring
Support Agreement, dated as of September 20, 2020, by and among
Garrett Motion Inc., the Company Parties and the Consenting
Lenders
DIP Credit Agreement, dated as of October 9, 2020, by and among
Garrett Motion Inc., the lenders party thereto and Citibank, N.A. as
Administrative Agent
First Amendment to the DIP Credit Agreement, dated October 12,
2020
Proposed Amended and Restated Plan Support Agreement, dated as
of February 15, 2021, by and among the Debtors, Centerbridge
Partners, L.P., Oaktree Capital Management, L.P., Honeywell
International Inc., and the additional parties named therein
176
8-K
001-38636
4.1
10/1/2018
10-K
8-K
001-38636
001-38636
4.2
10.1
2/27/2020
10/1/2018
8-K
001-38636
10.1
6/12/2020
8-K
001-38636
10.2
10/1/2018
8-K
001-38636
10.1
9/21/2020
8-K
001-38636
10.1
1/8/2021
8-K
00138636
10.1
10/9/2020
8-K
00138636
10.1
10/15/2020
*
10.9
10.10†
10.11†
10.12†
10.13†
10.14†
10.15†
10.16†
10.17†
10.18†
10.19†
10.20†
10.21†
10.22†
10.23†
10.24†
10.25†
10.26†
10.27†
10.28†
10.29†
10.30†
21.1
23.1
Proposed Equity Backstop Commitment Agreement, dated as of
January 22, 2021, by and among the Debtors, Centerbridge
Partners, L.P., Oaktree Capital Management, L.P., and the
additional parties named therein
2018 Stock Incentive Plan of Garrett Motion Inc. and its Affiliates
2018 Stock Plan for Non-Employee Directors of Garrett Motion
Inc.
2018 Stock Incentive Plan of Garrett Motion Inc. and its Affiliates
Form of Stock Option Award Agreement
2018 Stock Incentive Plan of Garrett Motion Inc. and its Affiliates
Form of Restricted Stock Unit Agreement
2018 Stock Incentive Plan of Garrett Motion Inc. and its Affiliates
Form of Restricted Stock Unit Agreement (for replacement awards)
2018 Stock Incentive Plan of Garrett Motion Inc. and its Affiliates
Form of Performance Stock Unit Agreement
2018 Stock Incentive Plan of Garrett Motion Inc. and its Affiliates
Form of Performance Unit Agreement
2018 Stock Plan for Non-Employee Directors of Garrett Motion
Inc. Form of Stock Option Award Agreement
2018 Stock Plan for Non-Employee Directors of Garrett Motion
Inc. Form of Restricted Stock Unit Agreement
Offer Letter for Olivier Rabiller, dated May 2, 2018
Offer Letter for Daniel Deiro, dated June 1, 2018
Offer Letter for Thierry Mabru, dated June 1, 2018
Offer Letter for Craig Balis, dated June 1, 2018
Letter Agreement, dated May 31, 2018, between Honeywell
Transportation Systems and Peter Bracke
Addendum to Employment Contract, dated as of September 3,
2019, between Garrett Motion Sàrl and Peter Bracke
Addendum to Employment Agreement, dated June 8, 2020,
between Garrett Motion Sàrl and Peter Bracke
Employment Contract, dated May 29, 2020, between Garrett
Motion Sàrl, Garrett Motion Inc. and Sean Deason
Offer Letter for Jérôme Maironi, dated June 1, 2018
Non-Employee Director Compensation Program
Severance Pay Plan for Designated Executive Employees of Garrett
Motion Inc.
Form of Continuity Award Agreement
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm
177
8-K
001-38636
10.1
1/25/2021
S-8
S-8
333-227619
333-227619
S-8
333-227619
S-8
333-227619
S-8
333-227619
S-8
333-227619
S-8
333-227619
4.3
4.4
4.5
4.6
4.7
4.8
4.9
10/1/2018
10/1/2018
10/1/2018
10/1/2018
10/1/2018
10/1/2018
10/1/2018
S-8
333-227619
4.10
10/1/2018
S-8
333-227619
4.11
10/1/2018
10-12B
10-12B
10-12B
10-12B
10-Q
001-38636
001-38636
001-38636
001-38636
001-38636
10.1
10.3
10.4
10.5
10.2
8/23/2018
8/23/2018
8/23/2018
8/23/2018
11/8/2019
10-Q
001-38636
10.3
11/8/2019
10-Q
001-38636
10.2
7/30/2020
10-Q
001-38636
10.1
7/30/2020
10-Q
10-K
10-K
001-38636
001-38636
001-38636
10.1
10.20
10.21
5/11/2020
2/27/2020
2/27/2020
8-K
001-38636
10.1
6/19/2020
*
*
Certification of Principal Executive Officer Pursuant to Rules 13a-
14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Financial Officer Pursuant to Rules 13a-
14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Inline XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
*
*
**
**
*
*
*
*
*
*
*
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
*
**
†
Filed herewith
Furnished herewith
Management contract or compensation plan or arrangement
Item 16. Form 10- K Summary
None.
178
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 16, 2021
Garrett Motion Inc.
By:
/s/ Olivier Rabiller
Olivier Rabiller
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
/s/ Olivier Rabiller
Olivier Rabiller
/s/ Sean Deason
Sean Deason
/s/ Russell James
Russell James
Title
Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 16, 2021
February 16, 2021
Vice President and Corporate Controller (Principal Accounting
Officer)
February 16, 2021
/s/ Carlos M. Cardoso
Chairman of the Board and Director
Carlos M. Cardoso
/s/ Maura J. Clark
Maura J. Clark
Director
/s/ Courtney M. Enghauser
Director
Courtney M. Enghauser
/s/ Susan L. Main
Susan L. Main
Director
/s/ Carsten J. Reinhardt
Director
Carsten J. Reinhardt
/s/ Jérôme Stoll
Jérôme Stoll
/s/ Scott A. Tozier
Scott A. Tozier
Director
Director
179
February 16, 2021
February 16, 2021
February 16, 2021
February 16, 2021
February 16, 2021
February 16, 2021
February 16, 2021
Exhibit 10.8
EXECUTION VERSION
THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A
SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF
THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE
SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS
PLAN SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE
OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED
BINDING ON ANY OF THE PARTIES HERETO.
AMENDED AND RESTATED PLAN SUPPORT AGREEMENT
This Amended and Restated Plan Support Agreement, dated as of February 15, 2021 (including all exhibits and
schedules attached hereto and in accordance with Section 2, this “Agreement”), amends and restates in its entirety that certain
Plan Support Agreement, dated January 11, 2021 (the “Plan Support Agreement”), and is entered into by and among the
following parties (each of the foregoing described in sub-clauses (1) through (7), and any person or entity that becomes a party
hereto in accordance with the terms hereof, a “Party” and, collectively, the “Parties”):
1. Honeywell International Inc. (“Honeywell”);
2. Oaktree Capital Management, L.P., acting solely in its capacity as an investment adviser on behalf of certain funds
and accounts and wholly-owned entities of such funds and accounts (“Oaktree”);
3. Centerbridge Partners, L.P., acting solely in its capacity as an investment adviser on behalf of certain funds and
accounts and wholly-owned entities of such funds and accounts (“Centerbridge” and, together with Oaktree, the
“Plan Sponsors”);
4. Attestor Value Master Fund LP; The Baupost Group, L.L.C., acting on behalf of certain managed funds; Cyrus
Capital Partners, L.P., solely in its capacity as investment manager to and on behalf of certain managed funds and
accounts; FIN Capital Partners LP acting to behalf of certain managed funds; Hawk Ridge Capital Management
LP acting to behalf of certain managed funds; IngleSea Capital acting on behalf of certain managed funds or
accounts; Keyframe Capital Partners, L.P., solely in its capacity as investment manager to and on behalf of certain
managed funds; Newtyn Management, LLC on behalf of its advisee funds; Sessa Capital (Master), L.P.; and
Whitebox Multi-Strategy Partners, L.P. (each, an “Additional Investor”);
5.
those certain holders of those certain 5.125% senior secured notes (the “Senior Notes” and, the holders thereof,
the “Senior Noteholders”), due 2026 under that certain Indenture, dated as of September 27, 2018 (as amended,
restated, amended and restated,
supplemented, or otherwise modified from time to time, the “Indenture”), by and among Garrett, as parent,
Garrett LX I S.à r.l. and Garrett Borrowing LLC, as issuers, certain of the Debtors, as guarantors, and Deutsche
Trustee Company Limited, as the trustee (and any successor thereto, the “Indenture Trustee”), that are signatory
to the Second A&R Agreement (the “Initial Consenting Noteholders”);
6. Garrett, BRH LLC, Calvari Limited, Friction Materials LLC, Garrett ASASCO Inc., Garrett Borrowing LLC,
Garrett Holding Company Sàrl, Garrett LX I S.à r.l., Garrett LX II S.à r.l., Garrett LX III S.à r.l., Garrett Motion
Australia Pty Limited, Garrett Motion Automotive Research Mexico S. de R.L. de C.V., Garrett Motion Holdings
Inc., Garrett Motion Holdings II Inc., Garrett Motion International Services S.R.L., Garrett Motion Ireland A
Limited, Garrett Motion Ireland B Limited, Garrett Motion Ireland C Limited, Garrett Motion Ireland Limited,
Garrett Motion Italia S.r.l., Garrett Motion Japan Inc., Garrett Motion LLC, Garrett Motion México, Sociedad
Anónima de Capital Variable, Garrett Motion Romania S.R.L., Garrett Motion Sàrl, Garrett Motion Slovakia s.r.o.,
Garrett Motion Switzerland Holdings Sàrl, Garrett Motion UK A Limited, Garrett Motion UK B Limited, Garrett
Motion UK C Limited, Garrett Motion UK D Limited, Garrett Motion UK Limited, Garrett Transportation I Inc.,
Garrett Transportation Systems Ltd, Garrett Transportation Systems UK II Ltd, Garrett TS Ltd, Garrett Turbo Ltd
(collectively, the “Debtors”);
7.
8.
9.
those certain prepetition lenders under that certain Credit Agreement (as amended, restated, amended and restated,
extended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), dated as of
September 27, 2018, by and among Garrett, as holdings, Garrett LX I S.à r.l., Garrett LX II S.à r.l., Garrett LX III
S.à r.l., Garrett Borrowing LLC and Garrett Motion Sàrl (f/k/a Honeywell Technologies Sàrl), as borrowers,
certain of the Debtors, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent (and any successor
thereto, the “Agent”), and the lenders party thereto from time to time (the “Prepetition Lenders”; and such
Prepetition Lenders that are parties hereto, the “Initial Consenting Lenders”);
if additional holders of Senior Notes join this Agreement (collectively, the “Additional Consenting Noteholders”
and, together with the Initial Consenting Noteholders, the “Consenting Noteholders”), such Additional
Consenting Noteholders;
if additional Prepetition Lenders join this Agreement (collectively, the “Additional Consenting Lenders” and,
together with the Initial Prepetition Lenders, the “Consenting Lenders”), such Additional Consenting Lenders;
and
10.
if additional holders of common stock in Garrett Motion Inc. (“Garrett” and, all holders of common stock in
Garrett that execute this Agreement, collectively, the “Consenting Equityholders” and, together with Honeywell,
the Plan Sponsors, the Additional Investors, the Consenting Lenders, and the Consenting Noteholders, the
“Commitment Parties”) become a Party hereto, such Consenting Equityholders.
Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the Term Sheet
(defined below) attached hereto as Exhibit A, subject to Section 2 hereof.
2
As used herein, (1) the term “Requisite Additional Investors” means, at any relevant time, the Additional Investors
holding at least a majority of the commitments to purchase Convertible Series A Preferred Stock (as defined below) held by such
Additional Investors, (2) the term “Requisite Consenting Noteholders” means, at any relevant time, the Consenting Noteholders
holding at least 67% in principal amount of the Senior Notes Claims held by such Consenting Noteholders, excluding Senior
Note Claims held by the Plan Sponsors or the Additional Investors; (3) the term “Requisite Consenting Lenders” means, at any
relevant time, the Consenting Lenders holding at least a majority in principal amount of the Secured Credit Facility Claims held
by such Consenting Lenders, excluding the Secured Credit Facility Claims held by the Plan Sponsors or the Additional Investors;
and (4) the term “Requisite Consenting Equityholders” means, at any relevant time, the Consenting Equityholders holding at
least a majority of the common stock in Garrett held by such Consenting Equityholders (each of the foregoing described in
clauses (1) through (4), together with Honeywell, Oaktree, and Centerbridge, collectively, the “Requisite Commitment
Parties”).
RECITALS
WHEREAS, on September 20, 2020, the Debtors commenced voluntary cases under chapter 11 of title 11 of the
United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), which are being jointly administered under the caption
In re Garrett Motion Inc., Case No. 20-12212 (MEW) (Bankr. S.D.N.Y. Sept. 20, 2020) (the “Chapter 11 Cases”) in the United
States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);
WHEREAS, in connection with the Chapter 11 Cases, the Parties have engaged in good faith, arm’s length
negotiations regarding the terms of a chapter 11 plan of reorganization to be prepared and proposed by the Debtors so long as the
Debtors are a Party hereto (the “Approved Plan”), which Approved Plan shall contain the terms and conditions set forth in, and
be consistent in all respects with, the term sheet attached as Exhibit A hereto (such term sheet, including all exhibits thereto, the
“Term Sheet,” and such transactions on the terms and conditions described in this Agreement, the “Restructuring
Transactions”);
WHEREAS, upon the consent of the Debtors, Honeywell, the Plan Sponsors, the Requisite Additional Investors, the
Requisite Consenting Lenders and the Requisite Consenting Noteholders (which consent of any of the foregoing shall not be
unreasonably withheld, conditioned, or delayed), the Additional Consenting Noteholders, Additional Consenting Lenders and the
Consenting Equityholders may become Parties to this Agreement;
WHEREAS, as of the date hereof, Honeywell has filed proofs of claim against each Debtor that assert claims of: (i)
not less than $1,800.9 million in principal amount outstanding under that certain Indemnification and Reimbursement Agreement,
dated September 12, 2018 (as amended, restated, amended and restated, extended, supplemented, or otherwise modified from
time to time), by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc., and Honeywell (the “IRA”) and that certain
Indemnification Guarantee Agreement, dated as of September 27, 2018 (as amended, restated, amended and restated,
supplemented, or otherwise modified from time to time), by and among Honeywell ASASCO 2 Inc. as payee, Garrett ASASCO
Inc. as payor, and certain subsidiary guarantors as defined therein (the “Guarantee Agreement,” and together with the IRA, the
“Indemnification Agreements”), plus potential contingent, unliquidated claims for accruing
3
attorneys’ costs and fees, breach of contract, subrogation, and various non-contractual claims;1 (ii) not less than $126 million in
principal amount outstanding and additional indemnity payments owed under that certain Tax Matters Agreement (as amended,
restated, amended and restated, supplemented, or otherwise modified from time to time), by and among Garrett, Honeywell,
Honeywell ASASCO Inc., and Honeywell ASASCO 2 Inc. (the “Tax Matters Agreement”), plus potential contingent,
unliquidated claims for indemnification, contribution, reimbursement, and various non-contractual claims; and (iii) additional
potential contingent, unliquidated contractual and non-contractual claims and causes of action (collectively, the “Honeywell
Claims”);
WHEREAS, Honeywell has also asserted in its proofs of claims additional liquidated claims that have arisen in the
ordinary course of the business dealings between Honeywell and the Debtors and are expressly not included in the term
Honeywell Claims;2
WHEREAS, to effectuate the Restructuring Transactions, the Plan Sponsors and the Additional Investors have
committed, severally and not jointly, to purchase shares of new convertible preferred stock of reorganized Garrett (the
“Convertible Series A Preferred Stock”) at a purchase price of $1,050.8 million in the aggregate in cash;
WHEREAS, the Parties desire to express to each other their mutual support and commitment with respect to the
Restructuring Transactions and matters discussed in the Term Sheet and hereunder;
WHEREAS, notwithstanding any proposed deadlines in relation to the Restructuring Transactions, the Parties intend
to complete the Restructuring Transactions with all speed in as timely a manner as practicable and to negotiate in good faith with
one another to consummate the Restructuring Transactions;
WHEREAS, subject to the execution of definitive documentation and appropriate approvals by the Bankruptcy Court,
the terms of this Agreement set forth the Parties’ entire agreement concerning their respective obligations;
WHEREAS, the Plan Sponsors, Honeywell, the Debtors, the Requisite Additional Investors, and the Requisite
Consenting Noteholders have agreed to amend and restate the Plan Support Agreement as reflected in this Agreement;
1
2
For the avoidance of doubt, the issuance of the Series B Preferred Stock does not satisfy the Debtors’ obligations to pay Honeywell’s fees and
expenses set forth in Section 11.01 of this Agreement.
For the avoidance of doubt, claims arising under ordinary course business dealings or commercial contracts or related to ongoing services or amounts
owed under the Employee Matters Agreement, Intellectual Property Agreement, Trademark License Agreement, Transition Services Agreement, or
Cash Repatriation Agreement (each as defined in Honeywell’s proof of claim) will be addressed by the Debtors and Honeywell in good faith and in
the ordinary course of business, in consultation with the Plan Sponsors and subject to the Plan Sponsors’ consent (such consent not to be
unreasonably withheld, conditioned or delayed), and are not being satisfied by the issuance of the Series B Preferred Stock and any claims by
Honeywell against the Debtors on account of such matters shall be included in Class 6 General Unsecured Claims as set forth in the Term
Sheet. Resolution of any of these matters will not be asserted, directly or indirectly, as a condition to the execution, delivery, or approval by
Honeywell or the Debtors of any Restructuring Document and no allegation of non-performance with respect to any of these matters will excuse any
Debtor or Honeywell from the performance of their obligations under this Agreement or any Restructuring Document.
4
WHEREAS, the Initial Consenting Lenders have agreed to execute this Agreement; and
WHEREAS, each of the Debtors and Honeywell have determined that, taking into consideration and in the context of
the global resolution of multiple claims and disputes among them and the value of the Approved Plan and the Restructuring
Transactions to the estates of the Debtors, taken as a whole, the proposed treatment of the Honeywell Claims is a fair and
reasonable compromise of the issues raised in the proceedings to estimate Honeywell’s claims governed by the Order
Establishing Procedures for the Estimation of Claims of Honeywell et al. Against the Debtors [Docket No. 540] and the
adversary proceeding captioned Garrett Motion Inc. and Garrett ASASCO Inc. v. Honeywell International Inc. et al., Adv. Pro.
No. 20‑01223 (MEW) (collectively, the “Honeywell Litigation”);
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby,
agrees as follows:
Section 1.
following the occurrence of the following conditions (the “Agreement Effective Date”):
Agreement Effective Date. This Agreement shall become effective and binding upon each Party immediately
Party;
Party;
other Party;
Party;
(a)
(b)
(c)
(d)
(e)
Honeywell has executed and delivered counterpart signatures to this Agreement to each other
Oaktree has executed and delivered counterpart signatures to this Agreement to each other
Centerbridge has executed and delivered counterpart signatures to this Agreement to each
Garrett has executed and delivered counterpart signatures to this Agreement to each other
the Requisite Additional Investors have executed and delivered counterpart signatures to this
Agreement to each other Party;
Facility Claims have executed and delivered counterpart signatures to this Agreement to each other Party; and
(f)
Initial Consenting Lenders holding at least 47% in principal amount of the Secured Credit
this Agreement to each other Party.
(g)
the Requisite Consenting Noteholders have executed and delivered counterpart signatures to
Notwithstanding the occurrence of the Agreement Effective Date, this Agreement contemplates, that, upon the consent of
Honeywell, the Plan Sponsors, the Requisite Additional Investors, the Requisite Consenting Noteholders, and the Requisite
Consenting Lenders (which consent of such Parties shall not be unreasonably withheld, conditioned, or delayed), (i) Additional
Consenting Lenders may become Parties upon execution and delivery of counterpart signature pages of this Agreement to
counsel to each other Party and at such time those Prepetition Lenders shall become
5
obligated under this Agreement, (ii) Additional Consenting Noteholders may become Parties upon execution and delivery of
counterpart signature pages of this Agreement to counsel to each other Party and at such time those Senior Noteholders shall
become obligated under this Agreement, and (iii) the Consenting Equityholders may become Parties upon execution and delivery
of counterpart signature pages of this Agreement to counsel to each other party and at such time the Consenting Equityholders
shall become obligated under this Agreement.
For the avoidance of doubt, if there is a subsequent Termination Date (defined in Section 9.08) pursuant to Section 9.03 or
Section 9.07 with respect to the Debtors, any and all provisions of the Agreement referencing “S&C,” the “Debtor,” or “Debtors”
are, and shall continue to be, in full force and effect with respect to the Commitment Parties as if such provisions were written
without reference to “S&C,” the “Debtor,” or “Debtors,” and this Agreement shall continue to be in full force and effect with
respect to each other Party hereto. Further, for the avoidance of doubt, if Consenting Equityholders other than the Plan Sponsors
and the Additional Investors never become a Party, any and all provisions of the Agreement referencing “Consenting
Equityholders” or “Requisite Consenting Equityholders” are, and shall continue to be, in full force and effect with respect to the
other Commitment Parties as if such provisions were written without reference to those terms and this Agreement shall be in full
force and effect with respect to each other Party hereto.
Signature pages executed by the Parties set forth in Section 1(a) through (f) shall be delivered to: (a) Kirkland & Ellis LLP
(“K&E”), legal counsel to Honeywell; (b) Milbank LLP (“Milbank”), legal counsel to the Plan Sponsors; (c) Sullivan &
Cromwell (“S&C”), legal counsel to the Debtors; (d) Jones Day, legal counsel to the Additional Investors; (e) Ropes & Gray
LLP (“R&G”), legal counsel to the Consenting Noteholders; and (f) legal counsel to the ad hoc group of Prepetition Lenders
(the “Prepetition Lender Ad Hoc Group”), Gibson, Dunn & Crutcher, (“Gibson”). Each Commitment Party intends to be and
is bound under this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently
held or hereafter acquired by such Commitment Party.
Section 2.
Exhibits Incorporated by Reference. Each of the exhibits and schedules attached hereto is expressly
incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the exhibits. In the
event of any inconsistency between this Agreement (without reference to the exhibits) and the exhibits, the terms of the exhibits
shall govern. This Agreement (without reference to the exhibits) may be interpreted with reference to the definitions set forth in
the exhibits, to the extent such terms are used herein.
Section 3.
Definitive Documentation.
(a)
The definitive documents and agreements (collectively, the “Restructuring Documents”)
related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order
entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except
as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed
orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions
contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation
and completion shall upon
6
completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing
the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance
reasonably acceptable to (i) the Debtors; (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein; (iii) solely to
the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors; (iv) solely to the extent
such documents adversely affect the plan treatment of the Prepetition Lenders, the Requisite Consenting Lenders; and (v) solely
to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting
Noteholders.
(b)
The Restructuring Documents include:
(i)
the Approved Plan;
(ii)
the disclosure statement (and all exhibits and other documents and instruments related
thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation
materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”),
the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the
“Disclosure Statement Order”);
(iii)
the documents or agreements relating to the Credit Facilities or the issuance of the
Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop
commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’
entry into the BCA and this Agreement (the “Approval Orders”);
(iv)
any documents or agreements in connection with the Restructuring Transactions and
related to the governance and management of the reorganized Debtors following the conclusion of the
Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited
liability company agreements (or equivalent governing documents), employment agreements,
shareholders’ agreements and registration rights agreements;
(v)
(vi)
all other documents that will comprise the supplement to the Approved Plan; and
the order confirming the Approved Plan (the “Confirmation Order”) and pleadings
in support of entry of the Confirmation Order.
(c)
Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive
documents or agreements for the post-Effective Date governance of reorganized Garrett shall be consistent in all material respects
with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors,
and the Requisite Additional Investors.
Except as specifically set forth herein, nothing in any of the Restructuring Documents shall
impose any restrictions on any Party transferring any of the equity of Garrett following consummation of the Restructuring
Transactions.
(d)
7
Section 4.
Milestones. The Parties shall reasonably cooperate with one another in an effort to satisfy the following
milestones (the “Milestones”), unless extended, waived or otherwise agreed to in writing (email being sufficient) by counsel to
the Debtors, counsel to Honeywell, counsel to the Plan Sponsors, and counsel to the Additional Investors:
(a)
(b)
(c)
(d)
(e)
March 8, 2021;
2021; and
May 7, 2021.
file an Approved Plan with the Bankruptcy Court by no later than January 22, 2021;
obtain entry of the Approval Orders by no later than February 19, 2021;
obtain entry of the Disclosure Statement Order by the Bankruptcy Court by no later than
obtain entry of the Confirmation Order by the Bankruptcy Court by no later than April 29,
cause the effective date of the Approved Plan (the “Effective Date”) to occur by no later than
Section 5.
Commitments Regarding the Restructuring Transactions.
5.01.
Commitment of the Commitment Parties.
During the period beginning on the Agreement Effective Date and ending on a Termination
Date (defined in Section 9.08) (such period, the “Effective Period”), subject to the terms and conditions hereof, each of the
Commitment Parties agrees, severally and not jointly, that:
(a)
(i)
it shall cooperate and coordinate activities (to the extent practicable and subject to the
terms hereof) with the other Parties and will use commercially reasonable efforts to pursue, support,
solicit, implement, confirm, and consummate the Restructuring Transactions, as applicable, and to
execute any document and give any notice, order, instruction, or direction reasonably necessary to
support, facilitate, implement, consummate, or otherwise give effect to the Restructuring Transactions,
as applicable, and to act in good faith and take all commercially reasonable actions to negotiate the
Restructuring Documents with the other Commitment Parties and the Debtors and consummate the
Restructuring Transactions consistent with this Agreement;
(ii)
it shall use commercially reasonable efforts to cooperate with and assist the other
Parties in obtaining additional support for the Restructuring Transactions from other stakeholders and
shall consult with the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors
regarding the status and the material terms of any negotiations with other stakeholders that are not party
to this Agreement (including, for the avoidance of doubt, giving the Debtors, Honeywell, the Plan
Sponsors, and the Requisite Additional Investors notice and a reasonable opportunity to coordinate with
the other
8
Parties in advance of any outreach or communications to stakeholders that are not party to this
Agreement);
(iii)
it shall not, directly or indirectly:
(A)
object to, delay, impede, or take any other action to interfere with the
acceptance, implementation, or consummation of the Restructuring Transactions;
(B)
file any pleading with the Bankruptcy Court or otherwise support, encourage,
seek, solicit, pursue, initiate, assist, join or participate in any challenge to the validity,
enforceability, perfection or priority of, or any action seeking avoidance, claw-back,
recharacterization or subordination of, any portion of the Secured Credit Facility Claims or
any liens or collateral securing such Secured Credit Facility Claims; and
(C)
propose, support, vote for, encourage, seek, solicit, pursue, initiate, assist, join
in, participate in the formulation of or enter into negotiations or discussions with, any entity
regarding any Alternative Transaction3 or any arrangement, understanding or agreements
related to any Alternative Transaction or any other financing of or investment in any of the
Debtors other than the Restructuring Transactions.
(iv)
to the extent applicable, timely vote each of its claims against or equity interests in
the Debtors (such equity interests, collectively, the “Debtor Interests” and, such claims, collectively,
the “Debtor Claims” and, such Debtor Interests and Debtor Claims together, the “Debtor
Claims/Interests”) to accept the Approved Plan by delivering its duly executed and completed ballot(s)
accepting the Approved Plan, on a timely basis following the commencement of the solicitation and its
actual receipt of the Solicitation Materials and ballot, and not change, withdraw, or revoke (or cause to
be changed, withdrawn, or revoked) such vote; provided, however, that such vote may be revoked (and,
upon such revocation, deemed void ab initio) by such Commitment Party at any time if this Agreement
is terminated with respect to such Commitment Party (it being understood by the Parties that any
modification of the Approved Plan that results in a termination of this Agreement pursuant to Section 9
hereof shall entitle such Commitment Party an opportunity to change its vote in accordance with
section 1127(d) of the Bankruptcy Code);
3
“Alternative Transaction” shall mean any plan, inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition,
new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity
investment, liquidation, asset sale, share issuance, tender offer, exchange offer, recapitalization, plan of reorganization, share exchange, business
combination, joint venture, or similar transaction involving any one or more Debtors or the debt, equity, or other interests in any one or more of the
Debtors, that is an alternative to one or more of the Restructuring Transactions.
9
(v)
except to the extent expressly contemplated under the Approved Plan or this
Agreement, it will not exercise, or direct any other person to exercise, any right or remedy for the
enforcement, collection, or recovery of any of the Debtor Claims/Interests, and any other claims against
any direct or indirect subsidiaries of the Debtors that are not Debtors;
(vi)
support and consent to the releases and exculpation provisions in the Approved Plan,
which shall be substantially identical to those in the Term Sheet (as defined in the Term Sheet, the
“Releases and Exculpation Provisions”);
(vii)
negotiate in good faith upon reasonable request of the Debtors or the Plan Sponsors
any modifications to the Restructuring Transactions that improve the tax efficiency of the Restructuring
Transactions;
(viii)
provide draft copies of all motions or proposed orders unrelated to the Restructuring
Documents prepared by any Commitment Party to K&E, Milbank, Jones Day, S&C, Gibson, and R&G,
as applicable, that such Commitment Party intends to file with the Bankruptcy Court at least three (3)
business days (or such shorter review period as necessary in light of exigent circumstances) prior to such
filing and consult in good faith with K&E, Milbank, Jones Day, S&C, Gibson, and R&G, as applicable,
regarding the form and substance of all such proposed filings with the Bankruptcy Court;
(ix)
provide draft copies of any Restructuring Documents and related motions prepared
by any Commitment Party to K&E, Milbank, Jones Day, S&C, Gibson, and R&G, as applicable, at least
five (5) business days (or such shorter review period as necessary in light of exigent circumstances)
prior to such filing. The applicable Commitment Party shall consult in good faith with K&E, Milbank,
Jones Day, S&C, Gibson, and R&G, as applicable, regarding the form and substance of all proposed
filings with the Bankruptcy Court; provided, that the consent requirements set forth in this Agreement or
Approved Plan shall apply with respect to any motions, declarations, proposed orders or other filings
with the Bankruptcy Court that constitute Restructuring Documents;
(x)
use commercially reasonable efforts to make all filings and submissions required by
any antitrust, competition and merger control laws and any other laws in connection with the
Restructuring Transaction within thirty (30) days following the Agreement Effective Date and to
promptly file any additional information requested as soon as practicable after receipt of request
therefor; and
(xi)
promptly (but in any event within three (3) business days) notify the Debtors in
writing between the date hereof and the Effective Date of (A) the occurrence, or failure to occur, of any
event of which such Commitment Party has actual knowledge and which such occurrence or failure
would likely cause (1) any representation of such Commitment Party contained in this Agreement
10
to be untrue or inaccurate in any material respect, (2) any covenant of such Commitment Party contained
in this Agreement not to be satisfied in any material respect, or (3) any condition precedent contained in
the Approved Plan or this Agreement related to the obligations of such Commitment Party not to occur
or become impossible to satisfy.
provided, however, that nothing in this Section 5.01(a) shall require any Commitment Party to incur any expenses, liabilities or
other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements, that could result
in expenses, liabilities or other obligations to any such Party, other than as specifically stated in this Agreement (including the
Term Sheet).
(b)
Commitment Parties rights:
The foregoing sub-clause (a) of this Section 5.01 will not limit any of the following
(i)
under any applicable bankruptcy, insolvency, foreclosure or similar proceeding,
including, appearing as a party in interest in any matter to be adjudicated in order to be heard concerning
any matter arising in the Chapter 11 Cases, in each case provided that such appearance and the positions
advocated in connection therewith are not inconsistent with this Agreement and do not hinder, delay or
prevent consummation of the Restructuring Transactions;
(ii)
to take or direct any action relating to maintenance, protection, or preservation of any
collateral provided that such action is not inconsistent with this Agreement and does not hinder, delay, or
prevent consummation of the Restructuring Transactions;
(iii)
to purchase, sell or enter into any transactions in connection with any of the Debtor
Claims/Interests, subject to the terms of this Agreement;
(iv)
to consult with other Commitment Parties, the Debtors, or any other party in interest
in the Chapter 11 Cases; provided, that such action is not inconsistent with this Agreement and does not
hinder, delay or prevent consummation of the Restructuring Transactions; or
(v)
to enforce any right, remedy, condition, consent or approval requirement under this
Agreement or any of the Restructuring Documents.
5.02.
Additional Commitments of the Commitment Parties.
(a)
The Plan Sponsors and the Additional Investors hereby agree, severally and not jointly, (i) to
purchase shares of Convertible Series A Preferred Stock at a purchase price of $1,050.8 million in the aggregate in cash and (ii)
to purchase additional shares of Convertible Series A Preferred Stock at a purchase price up to $200 million in the aggregate in
cash pursuant to the BCA in connection with the Rights Offering, in each case, on the terms and conditions set forth in this
Agreement, the Term Sheet and, with respect to Series A Preferred Stock purchased in connection with the Rights Offering, the
BCA. The Plan Sponsors and the Additional Investors may assign such commitments to any Party, to their respective
creditworthy affiliates or either
11
Plan Sponsor or any Additional Investors or their respective creditworthy affiliates, but otherwise no Party may sell, use, pledge,
assign, transfer, permit the participation in, or otherwise dispose of, any such commitments to any person. None of the
commitments to purchase the Convertible Series A Preferred Stock of any Plan Sponsor or any Additional Investor shall be
reduced for any reason.
(b)
Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell represents
and warrants to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell that, as of October 30,
2020, it beneficially owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of shares of equity
securities of Garrett set forth on Annex 1. Each Commitment Party, for so long as it is a Party, will, as promptly as practicable,
and in any event within one business day, notify counsel to the other Commitment Parties of any change in its Beneficial
Ownership of equity securities of Garrett. Each Party will individually make and be solely responsible for any filings or
notifications as may be necessary under applicable law in connection with the entry into this Agreement and the performance of
its obligations hereunder. The Commitment Parties agree not to (i) make any acquisition of equity securities of Garrett that is
coordinated between any of them or (ii) share any pecuniary interest in any equity securities of Garrett held by any other Plan
Sponsor, Additional Investor, Consenting Noteholder or Honeywell.
During the Effective Period for so long as the Debtors are Parties to this Agreement,
Honeywell agrees that it will not malign, denigrate, or disparage the Debtors with respect to any past or present activities in a
manner that could reasonably be expected to be damaging to the reputation of the Debtors.
(c)
(d)
For so long as the Debtors are Parties to this Agreement, each of the Plan Sponsors, the
Additional Investors, and Honeywell agrees that it will (i) submit drafts to S&C of any press releases that disclose the existence
or terms of this Agreement or any amendment to the terms of this Agreement as soon as reasonably practicable prior to making
any such disclosure and (ii) afford the Debtors an opportunity to comment on such documents and disclosures and address any
comments received from such parties in good faith; provided, that this clause (d) will not apply to any disclosures required under
federal or state securities laws, including, without limitation, SEC Rule 13d.
5.03.
Commitments of the Debtors.
(a)
During the Effective Period, the Debtors agree to:
(i)
within twelve (12) hours of this Agreement becoming effective, file a notice
with the Bankruptcy Court disclosing Garrett’s entry into this Agreement and the Agreement’s
effectiveness in a form acceptable to the Debtors, Honeywell, the Plan Sponsors, and the Requisite
Additional Investors;
(ii)
use commercially reasonable efforts to pursue the Restructuring Transactions on the
terms set forth in this Agreement, the Term Sheet, and the Approved Plan, and not sign any agreement to
pursue any Alternative
12
Transaction or other restructuring transaction for the Debtors or substantially all of their assets or equity
interests;
(iii)
use good faith efforts to implement this Agreement and the Approved Plan in
accordance with the Term Sheet, the transactions and other actions contemplated hereby and thereby;
(iv)
(A) support and use commercially reasonable efforts to complete the
Restructuring Transactions set forth in this Agreement; (B) negotiate in good faith all Restructuring
Documents that are subject to negotiation as of the Agreement Effective Date; (C) use commercially
reasonable efforts to execute and deliver any other required agreements to effectuate and consummate
the Restructuring Transactions; (D) make commercially reasonable efforts to obtain required regulatory
and/or third‑party approvals for the Restructuring Transactions, if any; (E) not undertake any actions
inconsistent with the Restructuring Transactions or the Approved Plan and confirmation thereof and not
take any action directly or indirectly that is inconsistent with, or that would reasonably be expected to
prevent, interfere with, delay, or impede the approval of the Disclosure Statement, the solicitation of
votes on the Approved Plan, and the confirmation and consummation of the Approved Plan and the
Restructuring Transactions, including soliciting or causing or allowing any of its agents or
representatives to solicit any agreements or commence or continue negotiations with any party in
interest in these Chapter 11 Cases relating to any Alternative Transaction or chapter 11 plan or
restructuring transaction (including, for the avoidance of doubt, a transaction premised on an asset sale
under section 363 of the Bankruptcy Code) or otherwise supporting, pursuing, or otherwise facilitating
the consummation of an Alternative Transaction; (F) not, nor encourage any other person to, take any
action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement
or delay, impede, appeal, or take any other negative action, directly or indirectly, to interfere with the
acceptance or implementation of the Restructuring Transactions; (G) purchase a directors’ and officers’
liability insurance policy or policies (or renewal or replacements therefor) providing for continuous
coverage for acts and omissions arising following the expiration of the current directors’ and officers’
liability insurance policies through the Effective Date (including a provision for six (6) years of
customary “run off” coverage) at a commercially reasonable cost based on market availability; and (H)
use commercially reasonable efforts to support and obtain Bankruptcy Court approval of the release,
exculpation and, and indemnification provisions set forth in the Restructuring Documents;
(v)
do all things reasonably necessary and appropriate in furtherance of
confirming the Approved Plan and consummating the Restructuring Transactions in accordance with,
and within the time frames contemplated by, this Agreement;
13
(vi)
at least two (2) business days (or such shorter review period as necessary in
light of exigent circumstances) prior to the date when the Debtors intend to file, provide draft copies of
all motions and proposed orders unrelated to the Restructuring Documents to K&E, Milbank, Jones Day,
Gibson, and R&G, that any Debtor intends to file with the Bankruptcy Court and, at least three (3)
business days (or such shorter review period as may be necessary in light of exigent circumstances) prior
to the date when the applicable Debtor intends to file, provide draft copies of any Restructuring
Documents and related motions, the Confirmation Order, any supplements to the Approved Plan, and
any amended versions of the Approved Plan or Disclosure Statement to K&E, Milbank, Jones Day,
Gibson, and R&G. The Debtors shall consult in good faith with K&E, Milbank, Jones Day, Gibson, and
R&G regarding the form and substance of all such proposed filings with the Bankruptcy Court;
provided, that the consent requirements set forth in this Agreement or Approved Plan shall apply with
respect to any motions, declarations, proposed orders or other filings with the Bankruptcy Court that
constitute Restructuring Documents;
(vii)
(A) submit drafts to K&E, Milbank, Jones Day, Gibson, and R&G, as applicable, of
any press releases and public documents that announce the existence or terms of this Agreement or any
amendment to the terms of this Agreement at least two (2) calendar days prior (where practicable) to
making any such disclosure and (B) afford such advisors and their respective clients an opportunity to
comment on such documents and disclosures and address any comments received from such parties in
good faith;
(viii)
timely object to any motion filed with the Bankruptcy Court by a party other than
the Plan Sponsors or Honeywell seeking the entry of an order (A) directing the appointment of a trustee
or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the
Bankruptcy Code), (B) converting any of the Chapter 11 Cases to a case under chapter 7 of the
Bankruptcy Code, or (C) dismissing any of the Chapter 11 Cases;
(ix)
timely oppose any objections filed with the Bankruptcy Court to (A) the Disclosure
Statement, (B) the Approved Plan, or (C) confirmation of the Approved Plan;
(x)
timely object to any motion filed with the Bankruptcy Court seeking the entry of an
order modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan
of reorganization, as applicable;
(xi)
timely oppose any Alternative Transaction, including, without limitation, (A) any
motion, application, or request filed with the Bankruptcy Court in connection with or in anticipation of
any Alternative Transaction and (B) the Motion of the Official Committee of Equity Securities Holders
for Entry of an Order Authorizing Reimbursement Of Certain Fees and Expenses Incurred by Potential
Equity Financing Parties [Docket No. 678];
14
(xii)
comply in all material respects with applicable laws (including making or seeking to
obtain all required material consents and/or appropriate filings or registrations with, notifications to, or
authorizations, consents or approvals of any regulatory or governmental authority, and paying all
material taxes as they become due and payable except to the extent nonpayment thereof is permitted by
the Bankruptcy Code);
(xiii)
maintain the good standing (or equivalent status under the laws of its incorporation
or organization) under the laws of the state or other jurisdiction in which each of the Debtors are
incorporated or organized;
(xiv)
(A) operate the business of each of the Debtors in the ordinary course (other than
changes in the operations resulting from or relating to the Restructuring Transactions or the filing of the
Chapter 11 Cases) and consistent with past practice and in a manner that is consistent with this
Agreement and the business plan of the Debtors and confer with the Commitment Parties and their
respective representatives, as reasonably requested, on operational matters and the general status of
ongoing operations, and (B) provide the Commitment Parties with any information reasonably requested
regarding the Debtors and reasonable access to management and advisors of the Debtors for the
purposes of evaluating the Debtors’ assets, liabilities, operations, businesses, finances, strategies,
prospects and affairs. Notwithstanding the generality of the foregoing, the Debtors shall, except as
expressly contemplated by this Agreement or with the prior written consent (email being sufficient) of
the Plan Sponsors, Honeywell, and the Requisite Additional Investors (such consent not to be
unreasonably withheld, conditioned or delayed), and, subject to applicable bankruptcy law, use
commercially reasonable efforts consistent with the Restructuring Transactions to (1) maintain their
physical assets, properties and facilities in their current working order, condition and repair as of the date
hereof, ordinary wear and tear excepted, (2) perform all obligations required to be performed by the
Debtors under any executory contracts or unexpired leases that have not been rejected by order of the
Bankruptcy Court, (3) maintain their books and records on a basis consistent with prior practice, (4) bill
for products sold or services rendered and pay accounts payable in a manner generally consistent with
past practice, but taking into account the Restructuring Transactions and the filing of the Chapter 11
Cases, (5) maintain all insurance policies, or suitable replacements therefor, in full force and effect
through the close of business on the Effective Date, (6) neither encumber nor enter into any material
new leases, licenses, or other use or occupancy agreements for real property or any part thereof outside
of the ordinary course of business, and (7) not enter into, adopt or amend any employment agreements,
executive or insider employment agreements or any executive or insider management compensation,
severance or incentive plans, including any equity arrangements, or increase in any manner the
compensation or benefits (including severance), in each case, of any insider of the Debtors outside of the
ordinary course of business, except as contemplated by the Approved Plan;
15
(xv)
to the extent that any legal or structural impediment arises that would prevent,
hinder, or delay the consummation of the Restructuring Transactions contemplated in this Agreement or
the Approved Plan, negotiate in good faith appropriate additional or alternative provisions to address
any such impediment, in consultation with the Commitment Parties; provided, however, that the
economic outcome for the Commitment Parties, the anticipated timing of confirmation and the Effective
Date, and other material terms as contemplated in this Agreement and in the Approved Plan must be
preserved;
(xvi)
promptly (but in any event within three (3) business days) notify the Commitment
Parties in writing between the date hereof and the Effective Date of (A) the occurrence, or failure to
occur, of any event of which the Debtors have actual knowledge and which such occurrence or failure
would likely cause (1) any representation of the Debtors contained in this Agreement to be untrue or
inaccurate in any material respect, (2) any covenant of the Debtors contained in this Agreement not to be
satisfied in any material respect, or (3) any condition precedent contained in the Approved Plan or this
Agreement not to occur or become impossible to satisfy, (B) receipt of any written notice of any
proceeding commenced, or, to the actual knowledge of the Debtors, threatened against the Debtors,
relating to or involving or otherwise affecting in any material respect the Restructuring Transactions,
and (C) any failure of the Debtors to comply with or satisfy any covenant, condition or agreement to be
complied with or satisfied by it hereunder in any material respect,;
(xvii)
promptly (but in any event within three (3) business days) notify the Commitment
Parties in writing of any governmental or third-party complaints, litigations, investigations, or hearings
(or communications indicating that the same may be contemplated or threatened);
(xviii)
use commercially reasonable efforts to cause the Confirmation Order to become
effective and enforceable immediately upon its entry and to have the period in which an appeal thereto
must be filed commence immediately upon its entry;
(xix)
comply in all material respects with the terms and conditions of any debtor-in-
possession financing that remains outstanding with respect to the Debtors;
(xx)
not seek to amend or modify, or file a pleading seeking authority to amend or
modify, the Restructuring Documents in a manner that is materially inconsistent with this Agreement;
(xxi)
not file any pleading materially inconsistent with the Restructuring Transactions or
the terms of this Agreement or the Approved Plan;
16
(xxii)
not file any pleading with the Bankruptcy Court or otherwise support, encourage,
seek, solicit, pursue, initiate, assist, join or participate in any challenge to the validity, enforceability,
perfection or priority of, or any action seeking avoidance, claw-back, recharacterization or subordination
of, any portion of the Secured Credit Facility Claims or any liens or collateral securing such Secured
Credit Facility Claims;
(xxiii)
timely object to any pleading filed with the Bankruptcy Court seeking to challenge
the validity, enforceability, perfection or priority of, or any action seeking avoidance, claw-back,
recharacterization or subordination of, any portion of the Secured Credit Facility Claims or any liens or
collateral securing such Secured Credit Facility Claims;
(xxiv)
unless notice has already been given pursuant to Section 5.04, promptly (but in any
event within one (1) business day) notify the Commitment Parties in writing of any bona fide written
proposals, offers, or expressions of interest received after the Agreement Effective Date by any of the
Debtors, any of their subsidiaries, or any of their respective representatives, relating to any Alternative
Transaction, which such notice shall include a copy thereof; provided that if the Debtors receive a bona
fide oral proposal, offer or expression of interest after the Agreement Effective Date and prepare a
written summary of such proposal, offer, or expression of interest for any member of management or the
Board, the Debtors shall promptly (but in any event within one (1) business day) share such written
summary with the Commitment Parties;
(xxv)
so long as Honeywell is party hereto, suspend all litigation activities related to and
stay the Honeywell Litigation through the Effective Date and dismiss with prejudice such proceedings
upon the Effective Date;
(xxvi)
so long as the Requisite Consenting Noteholders are party hereto, suspend all
litigation activities related to and stay the adversary proceeding captioned Garrett LX I S.A.R.L. v.
Deutsche Trustee Company Limited, Adv. Pro. No. 20-01319 (MEW), through the Effective Date and
dismiss with prejudice such proceeding upon the Effective Date;
(xxvii)
so long as Honeywell and the Requisite Consenting Noteholders, as applicable,
are party hereto, not support, encourage, solicit, participate or assist in any litigation similar to, related
to, or seeking the same relief as the adversary proceedings and contested matters identified in clauses
(xxiii) and (xxiv) above brought by any other party; and
(xxviii)
so long as Honeywell is party hereto, not malign, denigrate, or disparage
Honeywell with respect to any past or present activities in a manner that could reasonably be expected to
be damaging to the reputation of Honeywell.
17
(b)
Nothing in sub-clause (a) of this Section 5.03 shall: (A) affect the ability of any Debtor to
consult with any Commitment Party or any other party in interest in the Chapter 11 Cases (including any official committee and
the United States Trustee), or (B) prevent any Debtor from enforcing this Agreement or contesting whether any matter, fact, or
thing is a breach of, or is inconsistent with, this Agreement.
5.04.
No Shop
(a)
During the Effective Period, (i) the Debtors shall, and shall instruct, direct and cause any
person acting on the Debtors’ behalf to, immediately cease and terminate any ongoing solicitation, discussions and negotiations
with respect to any Alternative Transaction and (ii) the Debtors shall not, and the Debtors shall instruct, direct and cause any
person acting on the Debtors’ behalf not to, directly or indirectly, initiate, solicit, engage in or participate in any discussions,
inquiries or negotiations in connection with any proposal or offer relating to an Alternative Transaction, afford access to the
business properties, assets, books or records of or provide any non-public information relating to the Debtors to, otherwise
cooperate in any way with, or knowingly assist, participate in, facilitate, or encourage any effort by any entity or person with
respect to any Alternative Transaction that such entity or person is seeking to make or has made, in each of cases (i) and (ii)
unless with the consent of the Plan Sponsors, Honeywell and the Requisite Additional Investors (such consent not to be
unreasonably withheld, conditioned or delayed) or as the Court may order. The Plan Sponsors, Honeywell, and the Requisite
Additional Investors shall consult with Gibson prior to consenting to the Debtors pursuing an Alternative Transaction that would
provide for inferior plan treatment to the class of Secured Credit Facility Claims as compared to the plan treatment of such class
under this Agreement.
(b)
Notwithstanding the foregoing Section 5.04(a), if during the Effective Period, the Debtors
receive a bona fide, written, unsolicited proposal regarding an Alternative Transaction (an “Alternative Transaction Proposal”)
from any entity or person not solicited by the Debtors or any person acting on the Debtors’ behalf in violation of Section 5.04(a)
with respect to which the board of directors of the Debtors (the “Board”) has determined in good faith, after consulting with the
Debtors’ outside counsel, investment bankers, financial advisors, and consultants, as applicable, and taking into consideration all
factors including, without limitation, the likelihood of consummation of such Alternative Transaction Proposal, any costs or risks
of a delay in emergence from Chapter 11, the interests of all creditors and all shareholders, whether the Alternative Transaction
Proposal includes fully executed and binding commitments to consummate all transactions and financing contemplated therein,
and whether the Alternative Transaction could be consummated without the settlement with Honeywell provided in this
Agreement and the Approved Plan (including taking into account scenarios in which the Honeywell Litigation produces an
outcome that is less favorable to the Debtors’ creditors (excluding Honeywell) and shareholders as compared to the proposed
treatment of the Honeywell Claims under the Approved Plan), that the failure of the Board to consider such Alternative
Transaction Proposal would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable laws,
the Debtors and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other
advisors or representatives shall have the right to (i) consider, respond to, provide access for and facilitate any inquiries,
proposals, discussion or negotiations of such Alternative Transaction Proposal and (ii) enter into discussions or negotiations with
respect to such Alternative Transaction Proposal; provided that, on or prior to
18
the business day immediately following receipt of such Alternative Transaction Proposal, the Debtors shall notify the
Commitment Parties of the receipt of such Alternative Transaction Proposal and deliver to the Commitment Parties a copy of
such Alternative Transaction Proposal and the basis for the Board’s determination that the failure to consider the Alternative
Transaction Proposal would be reasonably expected to be inconsistent with the Board’s fiduciary duties under applicable law,
(y) provide the Commitment Parties with regular updates as to the status and progress of such Alternative Transaction Proposal
and (z) use commercially reasonable efforts to respond promptly to reasonable information requests from the Commitment
Parties relating to such Alternative Transaction Proposal.
(c)
During the Effective Period as to the Debtors, if, after complying with their obligations in
Section 5.04(b), any of the Debtors or any person acting on the Debtors’ behalf determines to file, support, make a written
proposal or counterproposal to any person relating to an Alternative Transaction Proposal or counterproposal to any person
relating to an Alternative Transaction Proposal, the Debtors shall notify the Commitment Parties at least two (2) business days in
advance of commencing such action, which notice shall specify the identity of the person making such Alternative Transaction
Proposal and all of the material terms and conditions of such Alternative Transaction Proposal and attach the most current version
of any proposed transaction agreement (and any related agreements) providing for such Alternative Transaction Proposal. Upon
receipt of any notice pursuant to this clause, each of Honeywell, the Plan Sponsors, and the Requisite Additional Investors shall
have the right to terminate this Agreement with respect to the Debtors pursuant to Section 9.07.
(d)
Notwithstanding the foregoing Section 5.04(a) and without prejudice to the Debtors’ rights
under Section 5.04(b), from the Agreement Effective Date through and including January 25, 2021, the Debtors may provide the
Official Committee of Equity Securities Holders (the “Equity Committee”) with access to a virtual data room that the Equity
Committee may use to share available diligence information with third parties that execute nondisclosure agreements in forms
acceptable to the Debtors to facilitate discussions regarding financing for a stand-alone plan of reorganization.
5.05.
Lender RSA. During the Effective Period, each Consenting Lender that is a party to the Lender RSA
agrees to act with respect to its rights and obligations under the Lender RSA in a manner consistent with its obligations under this
Agreement and to refrain from acting with respect to its rights and obligations under the Lender RSA in any manner that is
inconsistent with its obligations under this Agreement, including, without limitation, as necessary to avoid any voluntary
termination of the Lender RSA at any time that such Consenting Lender remains bound under the terms of this Agreement.
Section 6.
Transfer of Claims and Interests.
During the Effective Period, no Commitment Party, as applicable, shall sell, use, pledge,
assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership4) in any
Debtor Claims/Interests in whole or in part (each, a
(a)
4
As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or
otherwise, to direct the exercise of the voting rights and the disposition of, the Debtor Claims/Interests or the right to acquire such claims or interests.
19
“Transfer”) to any party, unless, solely with respect to Debtor Claims, it satisfies all of the following requirements (a transferee
that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”):
(i)
the intended transferee (x) is another Commitment Party, (y) as of the date of such
Transfer, controls, is controlled by or is under common control with a Commitment Party, a
Commitment Party’s affiliate, a Commitment Party’s affiliated fund or a Commitment Party’s affiliated
entity with a common investment advisor, or (z) executes a transfer agreement in the form attached
hereto as Exhibit B (a “Transfer Agreement”) prior to or concurrently with the closing of such
Transfer; and
(ii)
notice of any Transfer, including the amount transferred and, in the case of (i)(z)
above, the fully executed Transfer Agreement, shall be provided on a confidential and “professional
eyes only” basis to K&E, Milbank, Jones Day, S&C, Gibson, and R&G within three (3) business days
following the closing of such Transfer.
(b)
Upon satisfaction of the requirements in Section 6(a), (i) the Permitted Transferee shall be
deemed to be a Commitment Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Party under
this Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether held at the time such
Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to
relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and
obligations.
(c)
Notwithstanding Section 6(a), a Qualified Marketmaker5 that acquires any Debtor Claims
with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and
deliver to any of K&E, Milbank, Jones Day, S&C, Gibson, or R&G a Transfer Agreement in respect of such Debtor Claims if (A)
such Qualified Marketmaker intends to subsequently transfer such Debtor Claims (by purchase, sale, assignment, participation, or
otherwise) within five (5) business days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund or
affiliated entity with a common investment advisor, (B) the transferee otherwise is a Permitted Transferee and (C) the Transfer
otherwise is a Permitted Transfer. To the extent that a Commitment Party is acting in its capacity as a Qualified Marketmaker, it
may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in the Debtor Claims that such
Commitment Party acquires in its capacity as a Qualified Marketmaker from a holder of the Debtor Claims who is not a
Commitment Party without regard to the requirements set forth in Section 6(a) hereof.
5
As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as
standing ready in the ordinary course of business to purchase from customers and sell to customers claims against or interests in the Debtors (or enter
with customers into long and short positions in claims against or interests in the Debtors), in its capacity as a dealer or market maker in claims
against or interests in the Debtors and (b) is, in fact, regularly in the business of making a market in claims against or interests in issuers or borrowers
(including equity or debt securities or other debt).
20
(d)
This Agreement shall in no way be construed to preclude the Commitment Parties from
acquiring additional Debtor Claims/Interests; provided, however, that (i) any Commitment Party that acquires additional Debtor
Claims, as applicable, after the Agreement Effective Date shall notify K&E, Milbank, Jones Day, S&C, Gibson, and R&G of
such acquisition, within five (5) business days following such acquisition, including the amount of such acquisition on a
confidential and “professional eyes only” basis, which notice may be deemed to be provided by the filing of a statement with the
Bankruptcy Court as required by Rule 2019 of the Federal Rules of Bankruptcy Procedure, including revised holdings
information for such Commitment Party and (ii) such additional Debtor Claims/Interests shall automatically and immediately
upon acquisition by a Commitment Party, as applicable, be deemed subject to the terms of this Agreement (regardless of when or
whether notice of such acquisition is given to the respective counsels to the Commitment Parties).
(e)
In addition, other than pursuant to a Permitted Transfer, any holder of Debtor Claims/Interests
shall become a Party, and become obligated as a Commitment Party, solely to the extent (i) the ascension of such holder to this
Agreement is consented to in writing (with email being sufficient) by the Debtors, Honeywell, the Plan Sponsors, the Requisite
Additional Investors and the Requisite Consenting Noteholders (which consent of any of the foregoing shall not be unreasonably
withheld, conditioned, or delayed) and (ii) (x) such holder executes a joinder agreement in the form attached hereto as Exhibit C
(a “Joinder Agreement”), and shall be deemed a Commitment Party hereunder and (y) such joinder is delivered on a
confidential and “professional eyes only” basis to K&E, Milbank, Jones Day, S&C, Gibson, and R&G within three (3) business
days following the execution thereof.
(f)
Notwithstanding anything to the contrary herein, no Commitment Party shall sell, assign,
transfer, permit the participation in, or otherwise dispose of any ownership (including any Beneficial Ownership) in any Debtor
Interests, in whole or in part, until (i) the Effective Period has terminated and (ii) such Commitment Party has filed an
amendment to its Schedule 13D with respect to Garrett disclosing such termination.
(g)
Any Transfer made in violation of this Section 6 shall be void ab initio. Each other
Commitment Party shall have the right to enforce the voiding of such Transfer. Any Commitment Party that effectuates a
Permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the failure of
the Permitted Transferee to comply with the terms of this Agreement.
(h)
Notwithstanding anything to the contrary in this Section 6, the restrictions on Transfer set
forth in this Section 6 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of (x) a
collateralized loan obligation or similar structured security in the ordinary course of business, or (y) a bank or broker dealer or
prime broker holding such claims and interests in custody or prime brokerage in the ordinary course of business and which lien or
encumbrance is released upon the Transfer of such claims and interests in accordance with the terms of the custody or prime
brokerage agreement(s), as applicable. For the avoidance of doubt, a bank, broker-dealer or prime broker holding custody of the
claims and interests shall not be subject to the terms of this Agreement solely when acting in such capacity.
21
Section 7.
Representations and Warranties.
7.01.
Representations and Warranties. Each Commitment Party represents and warrants, severally, and not
jointly, and, each Debtor also represents and warrants, to each other Party, as of the date hereof (or as of the date a Permitted
Transferee or Debtor becomes a Party) that:
other than the Debtors, it is the beneficial owner of, or is the nominee, investment manager,
adviser, or sub-adviser for beneficial holders of, the Debtor Claims/Interests in the amounts identified by its counsel to the
counsel for all Parties via email (such Debtor Claims/Interests, the “Owned Debtor Claims/Interests”);
(a)
to matters concerning the Owned Debtor Claims/Interests;
(b)
other than the Debtors, it has the full power and authority to act on behalf of, vote and consent
(c)
other than the Debtors, the Owned Debtor Claims/Interests are free and clear of any pledge,
lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on
disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such Commitment Party’s ability to
perform any of its obligations under this Agreement at the time such obligations are required to be performed;
(d)
other than Honeywell and the Debtors, (i) it is either (A) a qualified institutional buyer as
defined in Rule 144A of the Securities Act, (B) an institutional accredited investor (defined in Rule 501(a)(1), (2), (3), or (7)
under the Securities Act of 1933, as amended (the “Securities Act”), (C) non-U.S. person as defined in Regulation S under the
Securities Act, or (D) the foreign equivalent of (A) or (B) above, and (ii) any securities of any Debtor acquired by the applicable
Commitment Party in connection with the Restructuring Transactions will have been acquired for investment and not with a view
to distribution or resale in violation of the Securities Act;
similar duty to any other person or entity, would prevent it from taking any action required of it under this Agreement;
(e)
as of the date hereof, it has no actual knowledge of any event that, due to any fiduciary or
(f)
it is validly existing and in good standing (or equivalent) under the laws of its jurisdiction of
organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with
its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability;
except as expressly provided in this Agreement, the Approved Plan, the Term Sheet, or the
Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring
Transactions contemplated by, and perform the respective obligations under, this Agreement;
(g)
and authority to enter into, execute, and deliver this Agreement and to effectuate
(h)
except as expressly provided in this Agreement, it has all requisite corporate or other power
22
the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(i)
except as expressly set forth herein (and subject to necessary Bankruptcy Court approval
and/or regulatory approvals associated with the Restructuring Transactions), the execution, delivery, and performance by it of this
Agreement does not, and shall not, require any registration or filing with consent or approval of, or notice to, or other action to,
with or by, any federal, state, or other governmental authority or regulatory body;
(j)
aside from the Lender RSA, it is not a party to any contract, agreement, commitment,
understanding or other obligation (written or oral) with any other person or entity which is in effect with respect to any proposal
inconsistent with the Restructuring Transactions, or with respect to an Alternative Transaction, and, in the case of Honeywell, is
not party to any contract, agreement, commitment, understanding, or other obligation (written or oral) with any Plan Sponsor or
Additional Investor with respect to the Restructuring Transactions, except for this Agreement or as otherwise disclosed in writing
to S&C prior to the date hereof; and
the execution, delivery, and performance of this Agreement does not and shall not: (a) violate
any provision of law, rules or regulations applicable to it or any of its subsidiaries in any material respect; or (b) violate its
certificate of incorporation, bylaws, or other organizational documents or those of any of its subsidiaries.
(k)
Section 8.
Acknowledgement. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed
to be an offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of
sections 1125 and 1126 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance
with all applicable securities laws and provisions of the Bankruptcy Code.
Section 9.
Termination Events.
9.01.
Commitment Party Termination Events. This Agreement may be terminated (a) with respect to
Honeywell, by Honeywell, (b) with respect to Oaktree, by Oaktree, (c) with respect to Centerbridge, by Centerbridge, (d) with
respect to the Additional Investors, by Additional Investors holding at least 60% of the commitments to purchase Convertible
Series A Preferred Stock held by such Additional Investors, (e) with respect to the Consenting Noteholders, by the Requisite
Consenting Noteholders, (f) with respect to the Consenting Lenders, by the Requisite Consenting Lenders, and (g) with respect to
the Consenting Equityholders, by the Requisite Consenting Equityholders, in each case, by the delivery to the Debtors and the
other Commitment Parties of a written notice (email being sufficient) in accordance with Section 11.12 hereof upon the
occurrence of any of the following events:
(a)
the breach in any material respect by any other Party of any of the representations, warranties,
covenants, obligations or commitments set forth in this Agreement, which breach (i) would materially and adversely impede or
interfere with the overall acceptance, implementation or consummation of the Restructuring Transactions on the terms and
conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of five (5) business days after
the receipt by the Debtors and such breaching Party of written notice in
23
accordance with Section 11.12 of such breach from any non-breaching Party, other than with respect to any breach that is
uncurable, for which no notice or cure period shall be required or apply (it being understood and agreed that any actions required
to be taken by such Parties that are included in the Approved Plan or the Term Sheet but not in this Agreement are to be
considered “covenants” of such Parties, and therefore covenants of this Agreement, notwithstanding the failure of any specific
provision in the Approved Plan or the Term Sheet to be re-copied in this Agreement).
(b)
the issuance by any governmental authority, including any regulatory authority, the
Bankruptcy Court, or another court of competent jurisdiction, of any injunction, judgment, decree, charge, ruling or order that, in
each case, would have an adverse effect on a material provision of this Agreement or a material portion of the Restructuring
Transactions or the Approved Plan or a material adverse effect on the Debtors’ businesses, unless the Debtors or any of the
Commitment Parties have sought a stay of such injunction, judgment, decree, charge, ruling, or order within fifteen (15) business
days after the date such terminating Commitment Party transmits a written notice to the Debtors detailing any such issuance, and
such injunction, judgment, decree, charge, ruling, or order is reversed or vacated within twenty (20) business days after the date
of such notice; provided, that this termination right may not be exercised by any Commitment Party that sought or requested the
issuance of such injunction, judgment, decree, charge, ruling or order in contravention of any obligation set forth in this
Agreement;
an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of
the Bankruptcy Code, a trustee, or a receiver shall have been appointed in the Chapter 11 Cases unless waived by all parties
entitled to waive such event of default;
(c)
the (i) conversion of one or more of the Chapter 11 Cases of the Debtors to a case under
chapter 7 of the Bankruptcy Code or (ii) dismissal of one or more of the Chapter 11 Cases of the Debtors, unless such conversion
or dismissal, as applicable, is made with the prior written consent of Honeywell and the Plan Sponsors;
(d)
(e)
any of the Restructuring Documents after completion, (i) contain terms, conditions,
representations, warranties or covenants that are materially inconsistent with the terms of this Agreement, (ii) shall have been
materially and adversely amended or modified with respect to the terminating Party or (iii) shall have been withdrawn, in each
case, without the consent of the applicable Party in accordance with its approval rights under this Agreement (including the Term
Sheet), and in the case of a Restructuring Document that is also an order, including the Confirmation Order, such order shall have
been materially stayed, reversed, vacated or adversely modified, without the prior written consent of the Plan Sponsors and
Honeywell, solely to the extent the Additional Investors are adversely affected, the Requisite Additional Investors, solely to the
extent the plan treatment of the Prepetition Lenders is adversely affected, the Requisite Consenting Lenders, and solely to the
extent the economic treatment of the Senior Noteholders or the Consenting Equityholders is adversely affected, the Requisite
Consenting Lenders, the Requisite Consenting Noteholders or the Requisite Consenting Equityholders, respectively, unless the
Debtors have sought a stay of such order within five (5) business days after the date of such issuance, and such order is stayed,
reversed or vacated within ten (10) business days after the date of such issuance;
24
the Approved Plan or Disclosure Statement is amended or modified in any manner that is
materially adverse to the Commitment Party seeking termination pursuant to this provision and such Commitment Party did not
duly consent to such amendment or modification;
(f)
(g)
any other Party directly or indirectly proposes, supports, assists, solicits or files a pleading
seeking approval of any Alternative Transaction (or any approval of any sales, voting or other procedures in connection with an
Alternative Transaction) without the prior written consent of Honeywell, the Plan Sponsors, and the Requisite Additional
Investors that results in a material adverse effect for the consummation of the Restructuring Transactions;
(h)
the Bankruptcy Court enters an order avoiding, disallowing, subordinating or recharacterizing
any claim, lien or interest held by the Commitment Parties, unless any Party sought a stay of such order within five (5) business
days after the date of such issuance, and such order is stayed, reversed or vacated within ten (10) business days after the date of
such issuance; provided, that no Party other than the Requisite Consenting Noteholders may terminate this Agreement in the
event that the Bankruptcy Court enters an order disallowing any claim arising under, derived from, or based on the Applicable
Premium (as defined in the Indenture) (a “Make-Whole Disallowance”), and the Requisite Consenting Noteholders may only
terminate this Agreement with respect to the rights and obligations of the Consenting Noteholders hereunder in the event of any
such Make-Whole Disallowance;
(i)
solely with respect to the Additional Investors (upon the exercise by the Requisite Additional
Investors of the termination right set forth in this clause (i)) or the Consenting Noteholders (upon the exercise by the Requisite
Consenting Noteholders of the termination right set forth in this clause (i)), if on or after April 19, 2021, an Approved Plan is not
filed with the Bankruptcy Court by a person with the right to file a chapter 11 plan on the date of filing such Approved Plan (the
“Plan Filing Deadline”), provided that the Plan Filing Deadline shall be automatically extended by an additional ninety (90)
days, and for subsequent ninety (90) day periods thereafter, in the event that the Requisite Additional Investors or Requisite
Consenting Noteholders, as applicable, do not provide notice of the exercise of the termination right in this clause (i) within five
(5) business days after the applicable operative Plan Filing Deadline, in which case this Agreement shall terminate solely with
respect to such terminating Party and such date shall be extended with respect to the non-terminating Party, as applicable;
(j)
the Effective Date has not occurred by June 30, 2021 (the “Effective Date Deadline”);
provided, that the Effective Date Deadline shall be automatically extended for an additional ninety (90) days, and for subsequent
ninety (90) day periods thereafter, in the event that either (i) the Plan Filing Deadline has been extended, or (ii) a Party fails to
provide notice of the exercise of the termination right in this clause (j) within five (5) business days after the expiration of the
operative Effective Date Deadline, in which case this Agreement shall terminate solely with respect to such terminating Party and
such deadline shall be extended with respect to all other Parties;
(k)
solely to the extent that this Agreement has been terminated with respect to the Debtors, if
Honeywell, either Plan Sponsor, the Requisite Additional Investors, the Requisite Consenting Lenders or the Requisite
Consenting Noteholders reasonably determine, in good faith, after consulting with and upon the advice of external counsel, and
after consultation with the
25
advisors to Honeywell, the Plan Sponsors, the Additional Investors, the Initial Consenting Lenders and the Consenting
Noteholders, that (i) the implementation or consummation of the Restructuring Transactions is no longer practicable, and (ii)
there are no reasonable alternatives available to address the legal, structural, or other impediments preventing the implementation
or consummation of the Restructuring Transactions that do not materially and adversely affect the economic treatment (or, solely
with respect to the Consenting Lenders, that do not materially and adversely affect the plan treatment) of such terminating Party
under this Agreement; or
(l)
if the Bankruptcy Court grants relief that (i) is inconsistent with this Agreement in any
material respect or (ii) would, or would reasonably be expected to, materially frustrate the purposes of this Agreement, including
by preventing the consummation of the Restructuring Transactions, unless the Debtors or the Commitment Parties have sought a
stay of such relief within five (5) business days after the date of such issuance, and such order is stayed, reversed or vacated
within ten (10) business days after the date of such issuance.
9.02.
Consenting Lender Termination Events. Notwithstanding any other provision of this Agreement, the
Requisite Consenting Lenders may terminate this Agreement with respect to the Consenting Lenders, and any Consenting Lender
may terminate this Agreement as to itself only, in each case upon three (3) days’ prior written notice to all parties in accordance
with Section 11.12 hereof, if (a) the treatment of the Secured Credit Facility Claims in an Approved Plan adversely deviates, or is
adversely modified or adversely amended, in any manner from that specified for Secured Credit Facility Claims in the Term
Sheet, (b) either the Debtors, Honeywell, the Plan Sponsors, or the Requisite Additional Investors file or support a pleading
seeking approval of an Alternative Transaction that proposes treatment of the Secured Credit Facility Claims that adversely
deviates, in any manner, from the treatment specified for the Secured Credit Facility Claims in the Term Sheet, or (c) an
Approved Plan providing for the treatment of the Secured Credit Facility Claims specified in the Term Sheet has not been filed
within two (2) business days following the Agreement Effective Date. Additionally, any Consenting Lender may terminate this
Agreement as to itself only upon three (3) days’ prior written notice to all parties in accordance with Section 11.12 hereof in the
event that this Agreement or the Term Sheet is amended, supplemented or modified without such Consenting Lender’s consent in
such a way as to alter any of this Agreement or the Term Sheet’s material terms in a manner that is disproportionately adverse to
such Consenting Lender as compared to similarly situated Consenting Lenders.
9.03.
Debtor Termination Events. Any Debtor may terminate this Agreement as to itself only upon prior
written notice to all parties in accordance with Section 11.12 hereof upon the occurrence of any of the following events:
(a)
The breach in any material respect by one or more of the Commitment Parties of any of the
undertakings, representations, warranties or covenants of the Commitment Parties set forth herein, which breach or failure to act
(i) would materially and adversely impede or interfere with the implementation or consummation of the Restructuring
Transactions on the terms and conditions set forth in this Agreement (including the Term Sheet) and (ii) is uncured for a period of
ten (10) business days after the receipt of written notice in accordance with Section 11.12 of such breach from any non-breaching
Party, other than with respect to any breach that is uncurable, for which no notice or cure period shall be required or apply (it
being understood and agreed that any actions required to be taken by such Parties that are included in the Approved Plan
26
or the Term Sheet but not in this Agreement are to be considered “covenants” of such Parties, and therefore covenants of this
Agreement, notwithstanding the failure of any specific provision in the Approved Plan or the Term Sheet to be restated in this
Agreement);
(b)
The Board reasonably determines in good faith after receiving the advice of outside counsel
that the Debtors’ continued performance under this Agreement would be inconsistent with the exercise of the Board’s fiduciary
duties under applicable law; provided that the Debtors may not terminate this Agreement pursuant to this clause (b) unless the
Debtors are in compliance with Section 5.04 in all respects;
(c)
The Requisite Commitment Parties give a notice of termination of this Agreement;
(d)
An order is entered by the Bankruptcy Court or a court of competent jurisdiction denying
confirmation of the Approved Plan or declining to approve the Disclosure Statement (in each case, unless caused by a default by
any Debtor of its obligations hereunder, in which event the Debtors shall not have the right to terminate under this subsection);
provided, that the Debtors shall not have the right to terminate this Agreement pursuant to this Section 9.03(d) if the Bankruptcy
Court declines to approve the Disclosure Statement or denies confirmation of the Approved Plan subject only to the making of
ministerial or administrative modifications to the Approved Plan or Disclosure Statement;
(e)
The issuance by any governmental authority, including any regulatory authority or court of
competent jurisdiction, of any final, non-appealable ruling, judgment or order enjoining the consummation of a material portion
of the Restructuring Transactions, which ruling, judgment or order has not been stayed, reversed or vacated within twenty (20)
business days after such issuance;
(f)
any other Party directly or indirectly proposes, supports, assists, solicits or files a pleading
seeking approval of any Alternative Transaction (or any approval of any sales, voting or other procedures in connection with an
Alternative Transaction) without the prior written consent of the Debtors that results in a material adverse effect for the
consummation of the Restructuring Transactions;
(g)
the Effective Date has not occurred by the Effective Date Deadline; or
(h)
if the Bankruptcy Court grants relief that would, or would reasonably be expected to,
materially frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring Transactions,
unless the Debtors or the Commitment Parties have sought a stay of such relief within five (5) business days after the date of such
issuance, and such order is stayed, reversed or vacated within ten (10) business days after the date of such issuance.
9.04.
Restructuring Document Termination Event. If any Party files a pleading seeking authority to amend,
modify, or withdraw any of the Restructuring Documents (the “Filing Party”) without the prior written consent of the Debtors,
the Plan Sponsors, and Honeywell, solely to the extent the Additional Investors are adversely affected, the Requisite Additional
Investors, solely to the extent the plan treatment of the Secured Credit Facility Claims is adversely affected,
27
the Requisite Consenting Lenders, and solely to the extent the economic treatment of the Senior Notes Claims or the Consenting
Equityholders is adversely affected, the Requisite Consenting Noteholders or the Requisite Consenting Equityholders,
respectively, such Parties, as applicable, may, upon notice to the Filing Party, terminate the Filing Party’s rights and obligations
under this Agreement; provided, that the Filing Party shall have three (3) business days following such notice to withdraw such
pleading; provided, further, that in the event that a Filing Party files an Approved Plan containing a modification or amendment
that adversely affects the economic treatment of the Senior Notes Claims or plan treatment of the Secured Credit Facility Claims
and if an individual Consenting Noteholder or Consenting Lender, as applicable, does not consent to such modification or
amendment, then such individual Consenting Noteholder or Consenting Lender, as applicable, may, by delivering to the Debtors
and the other Commitment Parties a written notice (email being sufficient) in accordance with Section 11.12 hereof, terminate
this Agreement solely with respect to its obligations hereunder, unless such modification or amendment has been withdrawn,
reversed, or annulled within three (3) business days of the Filing Party’s receipt of such notice.
9.05.
Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by
mutual written agreement (email being sufficient) among the Debtors and the Requisite Commitment Parties.
9.06.
Automatic Termination. This Agreement shall terminate automatically without any further required
action or notice on the Effective Date.
9.07.
Termination of Debtors’ Rights and Obligations. Upon the occurrence of any of the following events,
Honeywell, the Plan Sponsors, and the Additional Investors holding at least 60% of the commitments to purchase Convertible
Series A Preferred Stock held by such Additional Investors together may, by delivering a written notice (email being sufficient)
to the Debtors and the other Commitment Parties in accordance with Section 11.12, terminate the Debtors’ rights and obligations
under this Agreement; provided that no such notice to terminate shall be effective at any time when any of Honeywell, the Plan
Sponsors or any subset of the Additional Investors holding more than 40% of the commitments to purchase Convertible Series A
Preferred Stock held by all Additional Investors are in material breach of this Agreement:
Commitment Parties within fourteen (14) calendar days of the Agreement Effective Date;
(a)
all of the Debtors, other than Garrett, fail to deliver signature pages to this Agreement to the
any Debtor to use commercially reasonable efforts to reach such Milestone;
(b)
the Debtors fail to meet any of the Milestones set forth in Section 4 as a result of the failure by
(i) any Debtor fails to comply with, or any Debtor causes any person acting on the Debtors’
behalf to fail to comply with, Section 5.04 of this Agreement in any material respect or (ii) the Debtors deliver, or become
required to deliver, a notice contemplated by Section 5.04(c);
(c)
section 1121 of the Bankruptcy Code to file a plan of reorganization and solicit votes thereon;
(d)
any Debtor consents to or fails to contest a motion to terminate its exclusive right under
28
any Debtor files any motion or application seeking authority to sell all or a material portion of
its assets or equity interests, without the prior written consent of Honeywell, the Plan Sponsors, and the Requisite Additional
Investors;
(e)
without the prior written consent of Honeywell, the Plan Sponsors, and the Requisite Additional Investors; or
(f)
any Debtor files any motion seeking authority to enter into postpetition secured financing,
(g)
the occurrence of an event of default under any debtor-in-possession financing that leads to an
acceleration of such financing.
9.08.
Effect of Termination.
(a)
No Party may terminate this Agreement if such Party failed to perform or comply in all
material respects with the terms and conditions of this Agreement, with such failure to perform or comply causing, or resulting
in, the occurrence of one or more termination events specified herein. The date on which termination of this Agreement is
effective as to a Party shall be referred to as a “Termination Date” for that Party.
(b)
Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further
force and effect as to such Party and each Party subject to such termination shall be released from its commitments, undertakings,
and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not
entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or
otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all
claims or causes of action; provided, that such termination shall not relieve any such Party from any liability arising prior to
termination. Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy Court,
any and all consents or ballots tendered by the Parties subject to such termination before a Termination Date shall be deemed, for
all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties
in connection with the Restructuring Transactions and this Agreement or otherwise; provided, however, any Commitment Party
withdrawing or changing its vote pursuant to this Section 9.08(b) shall promptly provide written notice of such withdrawal or
change to each other Party to this Agreement and file notice of such withdrawal or change with the Bankruptcy Court. Nothing
in this Agreement shall be construed as prohibiting a Debtor or any of the Commitment Parties from contesting whether any such
termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed before
a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner
waive, limit, impair, or restrict (a) any right of any Debtor or the ability of any Debtor to protect and reserve its rights (including
rights under this Agreement), remedies, and interests, including its claims against any Commitment Party and (b) any right of any
Commitment Party, or the ability of any Commitment Party, to protect and preserve its rights (including rights under this
Agreement), remedies, and interests, including its claims against any Debtor or Commitment Party. No purported termination of
this Agreement shall be effective under this Section 9.08(b) or otherwise if the Party seeking to terminate this Agreement is in
material breach of this Agreement, except a termination pursuant to Section 9.03(d).
29
(c)
Notwithstanding anything to the contrary herein, to the extent that Honeywell, the Plan
Sponsors, and the Additional Investors holding at least 60% of the commitments to purchase Convertible Series A Preferred
Stock held by such Additional Investors together exercise any termination right with respect to the Debtors pursuant to Section
9.07, such action shall only terminate the Debtors’ rights and obligations under this Agreement, and the Commitment Parties
shall not be permitted to terminate this Agreement with respect to any other Party.
9.09.
Automatic Stay. The Debtors acknowledge that neither the giving of notice of termination by any Party
pursuant to this Agreement nor compliance with any provision hereto shall be a violation of the automatic stay of section 362 of
the Bankruptcy Code; provided, that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of
termination was not proper under the terms of this Agreement.
Section 10.
Amendments. This Agreement, including the Term Sheet, may not be modified, amended, or supplemented in
any manner except as consented to (in writing, with email from the applicable counsel being sufficient) by (i) the Debtors, the
Plan Sponsors, and Honeywell, (ii) solely to the extent such modification, amendment, or supplement adversely affects the
Additional Investors, the Requisite Additional Investors, (iii) solely to the extent such modification, amendment, or supplement
adversely affects the plan treatment of the Secured Credit Facility Claims specified in the Term Sheet, the Requisite Consenting
Lenders (provided that, to the extent any such modification, amendment, or supplement alters Section 9.01(j) or materially
adversely affects the rights of the Consenting Lenders under this Agreement and the Requisite Consenting Lenders have not
consented to such modification, amendment, or supplement, the Requisite Consenting Lenders may, by delivering to the Debtors
and the other Commitment Parties a written notice (email being sufficient) in accordance with Section 11.12 hereof, terminate
this Agreement solely with respect to the obligations hereunder of the Consenting Lenders; provided, however, that, in the case of
any alteration to Section 9.01(j) to which the Requisite Consenting Lenders have not consented, the Requisite Consenting
Lenders must deliver any such notice within five (5) business days of receiving notice of such alteration), and (iv) solely to the
extent such modification, amendment, or supplement adversely affects the Consenting Noteholders, the Requisite Consenting
Noteholders (provided that, to the extent any such modification, amendment, or supplement adversely affects the economic
treatment of the Senior Notes Claims, if an individual Consenting Noteholder does not consent to such modification, amendment,
or supplement, such individual Consenting Noteholder may, by delivering to the Debtors and the other Commitment Parties a
written notice (email being sufficient) in accordance with Section 11.12 hereof, terminate this Agreement solely with respect to
its obligations hereunder).
Section 11.
Miscellaneous.
11.01.
Fees and Expenses. The Debtors shall promptly pay or reimburse, and the Approved Plan shall provide
for the payment in full in cash of, all reasonable and documented fees and expenses of the following (regardless of when such
fees are or were incurred): (a) Milbank, as legal counsel to the Plan Sponsors, and Houlihan Lokey, Inc., as financial advisor to
the Plan Sponsors, (b) K&E, as legal counsel to Honeywell, and TRS Advisors LLC and Centerview Partners LLC as financial
advisors to Honeywell, (c) Jones Day, as legal counsel to each Additional Investor, and Rothschild & Co. as financial advisor to
each Additional Investor, (d)
30
Fried, Frank, Harris, Shriver & Jacobson LLP, as legal counsel to The Baupost Group, LLC, and Ducera Partners LLC, as
financial advisor to The Baupost Group, LLC, (e) Ropes & Gray LLP, as legal counsel to the Consenting Noteholders, and
Moelis & Co., as financial advisor to the Consenting Noteholders, and (f) Gibson, Dunn & Crutcher LLP, as legal counsel to the
Consenting Lenders, and PJT Partners LP (“PJT”), as financial advisor to the Consenting Lenders (the “Fees”); provided, that,
prior to the Effective Date, the Debtors’ obligation to pay or reimburse the Fees promptly after receipt of an invoice therefor shall
be subject to an aggregate cap of $25 million without taking into consideration the Fees in clauses (e) and (f) above (the “Interim
Cap”). The Debtors shall pay or reimburse all unpaid Fees in excess of the Interim Cap on the Effective Date. The Fees shall be
payable by the Debtors without any requirement to (x) file retention or fee applications, (y) provide notice to any person other
than the Debtors, or (z) provide individual time entries to the Debtors or any other person. Nothing herein shall abrogate the
Debtors’ obligations under the Final Order (I) Authorizing Debtors to (A) Obtain Postpetition Financing and (B) Use Cash
Collateral, (II) Granting Liens and Providing Claims with Superpriority Administrative Expense Status, (III) Granting Adequate
Protection to the Prepetition Secured Parties, (IV) Modifying the Automatic Stay, and (V) Granting Related Relief [Docket No.
281] (the “DIP Order”) to timely pay all reasonable and documented prepetition and postpetition fees and expenses of (1) the
Prepetition Lender Ad Hoc Group advisors, including the fees of Gibson and PJT, and (2) advisors to the Secured Noteholder Ad
Hoc Group (as such term is defined in the DIP Order), including the fees of R&G and Moelis & Co., each in accordance with the
DIP Order and irrespective of the Interim Cap hereunder.
11.02.
Confidentiality. No Party may disclose or share this Agreement or any information related to the
holdings amounts or participation of any other Parties, except as may be required under applicable law, any enforceable order of
any court or administrative authority with jurisdiction over the applicable disclosing Party, or applicable regulations or stock
exchange rules, as reasonably determined by the applicable disclosing Party upon consultation with counsel (including in-house
counsel); provided, further, that copies of this Agreement with such holdings amounts redacted may be shared for purposes of
executing a Joinder Agreement or for purposes of the Debtors obtaining Bankruptcy Court approval of this Agreement.
11.03.
Further Assurances. Subject to the other terms of this Agreement, the Parties agree to execute and
deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably
appropriate or necessary, or as may be required by order of the Bankruptcy Court in connection with the Approved Plan, from
time to time, to effectuate the Restructuring Transactions, as applicable.
11.04.
Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to
the subject matter hereof and supersedes all prior agreements, oral, or written, among the Parties with respect thereto.
11.05.
Headings. The headings of all sections of this Agreement are inserted solely for the convenience of
reference and are not a part of and are not intended to govern, limit, or aid in the construction or interpretation of any term or
provision hereof.
11.06.
GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER
OF TRIAL BY JURY. THIS AGREEMENT IS TO BE GOVERNED BY
31
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim
arising out of or related to this Agreement in the Bankruptcy Court (or court of proper appellate jurisdiction) (the “Chosen
Court”), and solely in connection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction
of the Chosen Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Court; and (c)
waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any Party hereto or
constitutional authority to finally adjudicate the matter.
11.07.
Trial by Jury Waiver. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
11.08.
Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts
and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an
original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each
individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this
Agreement on behalf of said Party.
11.09.
Rules of Construction. Notwithstanding anything contained herein to the contrary, it is the intent of the
Parties that all references to votes or voting in this Agreement be interpreted to include votes or voting on a chapter 11 plan under
the Bankruptcy Code. When a reference is made in this Agreement to a section or exhibit, such reference shall be to a section or
exhibit, respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this Agreement
otherwise requires, (a) words using the singular or plural number also include the plural or singular number, respectively, (b) the
terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (c) the words “include,”
“includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation,” and
(d) the word “or” shall not be exclusive and shall be read to mean “and/or.” “Writing,” “written” and comparable terms refer to
printing, typing and other means of reproducing words (including electronic media) in a visible form, and any requirement that
any notice, consent or other information shall be provided “in writing” shall include email. Any reference to “business day”
means any day, other than a Saturday, a Sunday or any other day on which banks located in New York, New York are closed for
business as a result of federal, state or local holiday and any other reference to day means a calendar day.
11.10.
Interpretation; Representation by Counsel. This Agreement is the product of negotiations among the
Debtors and the Commitment Parties and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and
any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be
drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Debtors and the
Commitment Parties were each represented by counsel during the negotiations and drafting of this Agreement and continue to be
represented by counsel and, therefore, waive the
32
application of any law, regulation, holding or rule of construction (i) providing that ambiguities in an agreement or other
document shall be construed against the party drafting such agreement or document or (ii) any Party with a defense to the
enforcement of the terms of this Agreement against such Party based upon lack of legal counsel.
11.11.
Successors and Assigns; No Third Party Beneficiaries. This Agreement is intended to bind and inure
to the benefit of the Parties and their respective successors and permitted assigns, as expressly set forth in this Agreement. There
are no third party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be
assigned, delegated, or transferred to any other person or entity. For the avoidance of doubt, the treatment of the Honeywell
Claims set forth herein and in the Term Sheet was negotiated and agreed to exclusively in connection with the Approved Plan and
is expressly conditioned on the terms set forth herein and in the Term Sheet. The compromised treatment of the Honeywell
Claims as set forth herein is not assignable, transferrable, or portable, and in the event that this Agreement is terminated for any
reason, Honeywell reserves all rights to pursue any and all claims and causes of action against the Debtors and, to the extent this
Agreement is terminated with respect to the Plan Sponsors’ rights and obligations hereunder, to require alternate treatment on
account of the Honeywell Claims.
11.12.
Notices. All notices hereunder shall be deemed given if in writing and delivered by electronic mail,
courier, or registered or certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be
specified by like notice):
(a)
case may be, with copies to:
if to the Debtors, to the electronic mail addresses set forth below such Party’s signature, as the
Garrett Motion Inc.
47548 Halyard Drive
Plymouth, MI 48170
Attention: Jerome Maironi
Email: jerome.mairone@garrettmotion.com
With a copy (which shall not constitute notice) to:
Sullivan & Cromwell LLP (as counsel to the Debtors)
125 Broad Street
New York, NY 10004-2498
Attention: Andrew G. Dietderich
Brian D. Glueckstein
Email: dietdericha@sullcrom.com; gluecksteinb@sullcrom.com
33
directed by any Permitted Transferee thereof), as the case may be, with copies to:
(b)
if to Honeywell, to the electronic mail addresses set forth below such Party’s signature (or as
Honeywell International Inc.
300 South Tryon Street, Suite 600
Charlotte, North Carolina 28202
Attention: Anne Madden, SVP and General Counsel
Email: anne.madden@honeywell.com
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: Nicole L. Greenblatt, P.C.
Mark McKane, P.C.
Joseph M. Graham
Email address: Nicole.greenblatt@kirkland.com; mark.mckane@kirkland.com;
joe.graham@kirkland.com;
as directed by any Permitted Transferee thereof), as the case may be, with copies to:
(c)
if to a Plan Sponsor, to the electronic mail addresses set forth below such Party’s signature (or
Milbank LLP
Attn: Dennis F. Dunne, Andrew M. Leblanc, and
Andrew C. Harmeyer
55 Hudson Yards
New York, NY 10003
Tel: (212) 530-5000
Fax: (212) 530-5219
Email: ddunne@milbank.com
aleblanc@milbank.com
aharmeyer@milbank.com
34
(d)
if to an Additional Investor, to:
Jones Day
250 Vesey Street
New York, New York 10281
Attention: Anna Kordas
E-mail address: akordas@jonesday.com
-and-
Jones Day
555 S. Flower St.
50th Floor
Los Angeles, CA 90071
Attention: Bruce Bennett
Joshua M. Mester
James O. Johnston
E-mail address: bbennett@jonesday.com; jmester@jonesday.com;
jjohnston@jonesday.com
(e)
if to the Consenting Lenders, to:
Gibson, Dunn & Crutcher
200 Park Avenue
New York, NY 10166
Attention: Scott J. Greenberg
Steven A. Domanowski
Email: sgreenberg@gibsondunn.com; sdomanowski@gibsondunn.com
-and-
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071
Attention: Robert A. Klyman
Matthew G. Bouslog
Email: rklyman@gibsondunn.com; mbouslog@gibsondunn.com
35
(f)
if to the Consenting Noteholders, to:
Ropes & Gray
1211 Avenue of the Americas
New York, New York 10036-8704
Telephone: (212) 596-9000
Attention: Mark I. Bane
Matthew M. Roose
Daniel G. Egan
Email: mark.bane@ropesgray.com; matthew.roose@ropesgray.com;
daniel.egan@ropesgray.com
or such other address as may have been furnished by a Party to each of the other Parties by notice given in accordance with the
requirements set forth above. Any notice given by delivery, mail (electronic or otherwise), or courier shall be effective when
received.
11.13.
Survival. Notwithstanding the termination of this Agreement pursuant to Section 9, the agreements and
obligations of the Parties in this Section 11.13 and Sections 6(f), 9.08, 10, 11.01, 11.02, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09,
11.10, 11.12, 11.14, 11.15, 11.16, 11.17, 11.18, 11.19, 11.20, 11.21, and 11.23 shall survive any such termination.
11.14.
Independent Analysis. Each Party hereby confirms that its decision to execute this Agreement has been
based upon its independent assessment of documents and information available to it, as it has deemed appropriate. Each
Commitment Party acknowledges and agrees that it is not relying on any representations or warranties other than as set forth in
this Agreement.
11.15.
Waiver. If the Restructuring Transactions are not consummated, or if this Agreement is terminated for
any reason, the Parties fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any other
applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any
proceeding other than a proceeding to enforce its terms, pursue the consummation of the Restructuring Transactions or the
payment of damages to which a Party may be entitled under this Agreement.
11.16.
Relationship Among Parties. Notwithstanding anything herein to the contrary, (i) the duties and
obligations of the Parties under this Agreement shall be several, not joint, (ii) no Party shall have any responsibility by virtue of
this Agreement for any trading by any other entity; (iii) no prior history, pattern, or practice of sharing confidences among or
between the Parties shall in any way affect or negate this Agreement; (iv) the Parties hereto acknowledge that this agreement
does not constitute an agreement, arrangement or understanding with respect to acting together for the purpose of acquiring,
holding, voting or disposing of any equity securities of the Debtors and the Parties do not constitute a “group” within the meaning
of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (v) none of the Parties shall have
any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities in any kind or form to each
other, including as a result of this Agreement or the transactions contemplated herein or in the Term Sheet; and (vi) no action
taken by any Party pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that
the Parties are in any way acting in concert or as such a “group.”
36
11.17.
Specific Performance. It is understood and agreed by the Parties that money damages would be an
insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific
performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a
remedy of any such breach, including an order of a court of competent jurisdiction requiring any Party to comply promptly with
any of its obligations hereunder. All rights, powers, and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof
by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party or any
other Party.
11.18.
Several, Not Joint and Several, Obligations. Except as otherwise expressly set forth herein, the
agreements, representations, warranties, liabilities and obligations of the Parties under this Agreement are, in all respects, several
and not joint and several.
11.19.
Severability and Construction. If any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions shall remain in full force and
effect. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.
11.20.
Reporting of Debtor Claims. The Parties agree and acknowledge that the reported amount of the Debtor
Claims reflected in each Commitment Party signature block does not necessarily reflect the full amount of such Commitment
Party Debtor Claims (including, without limitation, principal, accrued and unpaid interest, makewhole, fees and expenses) and
any disclosure made on any Commitment Party signature block shall be without prejudice to any subsequent assertion by or on
behalf of such Commitment Party of the full amount of its Debtor Claims.
11.21.
Remedies Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or
remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by
such Party.
11.22.
Claim Resolution Matters. Prior to the Effective Date, the Debtors shall not enter into any agreements
with holders of claims (as defined in the Bankruptcy Code) other than as contemplated in this Agreement, relating to the
allowance, estimation, validity, extent, or priority of such claims, or the treatment and classification of such claims under the
Approved Plan without the prior written consent of the Plan Sponsors, Honeywell, and the Requisite Additional Investors (such
consent not to be unreasonably withheld, conditioned or delayed), except with respect to (a) claims that the Debtors are
authorized to resolve or pay pursuant to any applicable first day orders, (b) claims asserted by non-insiders of the Debtors, which
the Debtors agree to settle or compromise in exchange for a payment in cash of less than $1,000,000 for any individual claim or
$10,000,000 in the aggregate for all claims that the Debtors settle or compromise without the prior written consent of the Plan
Sponsors, Honeywell, and the Requisite Additional Investors
37
(such consent not to be unreasonably withheld, conditioned or delayed) based on reliance upon this clause (b), or (c) claims as
otherwise contemplated herein.
11.23.
Settlement Discussions. This Agreement is part of a proposed settlement of matters that could otherwise
be the subject of litigation among the Parties. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules
of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be
admissible into evidence in any proceeding other than a proceeding to enforce its terms. If the Approved Plan is not
consummated, or if this Agreement is terminated for any reason, nothing in this Agreement shall be construed as a waiver by any
Party of any or all of such Party’s rights, remedies, claims, and defenses, and the Parties expressly reserve any and all of their
respective rights, remedies, claims and defenses. This Agreement shall in no event be construed as, or be deemed to be, evidence
of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever.
11.24.
Email Consents. Where a written consent, acceptance, approval, or waiver is required pursuant to or
contemplated by this Agreement, such written consent, acceptance, approval or waiver shall be deemed to have occurred if, by
agreement between counsel to the Debtors and the Commitment Parties, as applicable, submitting and receiving such consent,
acceptance, approval or waiver, it is conveyed in writing (email being sufficient) between each such counsel without
representations or warranties of any kind on behalf of such counsel.
11.25.
Indenture Trustee/Agent Direction. The Consenting Noteholders and Consenting Lenders, to the extent
constituting the holders of a majority of the principal amount of the Senior Notes or obligations outstanding under the Credit
Agreement, respectively, hereby instruct and direct the Indenture Trustee and the Agent, respectively, to comply with this
Agreement to the extent specified herein and to take other actions (or refrain from acting), in each case, as expressly
contemplated hereby.
[Remainder of page intentionally left blank]
38
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.
[All signature pages on file with the Debtors.]
EXHIBIT A
TERM SHEET
IN RE: GARRETT MOTION INC., et al.
Restructuring Term Sheet
This term sheet (the “Term Sheet”) sets forth all material terms for (a) the legally binding commitments of the Parties to the Amended and
Restated Plan Support Agreement, dated as of February 15, 2021 (the “PSA”), to which this Term Sheet is attached as Exhibit A and (b) the
Approved Plan (hereinafter, the “Plan”).1 There shall be no consent right nor condition to the obligations of any of the Subscription Parties
or Parties to their respective commitments to the Debtors under the PSA other than as expressly set forth in this Term Sheet or the PSA. The
applicable parties may supplement or replace this Term Sheet with definitive documentation with respect to all or any part of their obligations
hereunder, provided that the failure to agree on such definitive documentation shall not relieve the Parties of their obligations under the PSA
subject to the terms and conditions set forth therein.
THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY
SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT
SUCH A SOLICITATION, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF ALL
APPLICABLE LAW. THIS TERM SHEET HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT PURPOSES ONLY AND
IS SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE
STATE OR FEDERAL RULES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF INFORMATION EXCHANGED IN
THE CONTEXT OF SETTLEMENT DISCUSSIONS. THIS TERM SHEET INCORPORATES THE RULES OF CONSTRUCTION SET
FORTH IN SECTION 102 OF THE BANKRUPTCY CODE. NOTHING IN THIS TERM SHEET SHALL BE DEEMED AN
ADMISSION OF FACT OR LIABILITY BY ANY OF THE PARTIES.
1 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Annex 1 attached hereto or the PSA.
33560.00098
GENERAL PROVISIONS REGARDING THE RESTRUCTURING
Convertible Series A
Preferred Stock
On the Effective Date, the Plan Sponsors and the Additional Investors (the “Subscription Parties”) shall
purchase (subject to the Rights Offering) for cash, and Reorganized Garrett shall issue, a number of
shares of Convertible Series A Preferred Stock at a purchase price of $1,250.8 million, in the
aggregate. The Convertible Series A Preferred Stock shall have the following terms and conditions:
Dividend. 11% per annum. Payable quarterly in cash or PIK at the option of reorganized Garrett;
provided that dividends will automatically PIK during any period in which the Reorganized
Debtors’ adjusted EBITDA (to be defined consistent with the definition of adjusted EBITDA
included in the Credit Facilities, as they may be amended, modified or replaced from time to
time) (“Adjusted EBITDA”) on a consolidated basis for the period of four fiscal quarters ending
with the fiscal quarter immediately preceding the declaration of the dividend falls below $425
million. During any period in which dividends are payable in cash or PIK at the option of
reorganized Garrett, the cash/PIK election will be determined by a majority of the disinterested
members of the New Board (with the benefit of input from reorganized Garrett’s executive
management team as such disinterested members deem appropriate). The Convertible Series A
Preferred Stock will participate, on an as-converted basis, in any dividends paid to the holders of
reorganized Garrett’s common stock.
Conversion. Each holder will have the right to convert its shares of Convertible Series A Preferred
Stock into common stock of reorganized Garrett, based on a conversion price of $3.50 per
common share (the “Conversion Price”) and the initial liquidation preference of the Convertible
Series A Preferred Stock, subject to customary conversion procedures and anti-dilution
protections (for the avoidance of doubt, not applicable to the Rights Offering or the MIP). All
outstanding Convertible Series A Preferred Stock shall convert into common stock of reorganized
Garrett (i) with the approval of holders of a majority of the outstanding shares of Convertible
Series A Preferred Stock; or (ii) automatically on the first date on or after the date that is two
years from the Effective Date on which (A) $125 million or less of Amortization remains
outstanding on the Series B Preferred Stock; (B) the common stock of reorganized Garrett has a
75-day volume-weighted average price per share that is greater than or equal to 150% of the
Conversion Price; and (C) the Reorganized Debtors’ Adjusted EBITDA on a consolidated basis
equals or exceeds $600 million for two (2) consecutive quarters (on an LTM basis). The common
stock issued upon such conversion shall be registered on a resale registration statement.
2
Notwithstanding anything to the contrary herein, any accrued and unpaid dividends, whether or
not previously declared, and any dividends paid in kind on shares of Convertible Series A
Preferred Stock shall, as and when the initial liquidation preference of the Convertible Series A
Preferred Stock (as adjusted) converts into common stock of reorganized Garrett, be paid in cash
or, at reorganized Garrett’s option, convert at the lesser of: (i) the 30-day volume weighted
average price per share of the common stock of reorganized Garrett at the time of such
conversion; or (ii) the fair market value of the common stock of reorganized Garrett at the time of
such conversion as determined by the New Board. Reorganized Garrett shall at all times reserve
from its authorized and unissued shares of common stock not less than the aggregate number of
shares of common stock as shall be issuable upon the conversion of all outstanding Convertible
Series A Preferred Stock.
Ranking. Senior liquidation and distribution rights with respect to all other preferred stock and
common stock of reorganized Garrett. For the avoidance of doubt, in a sale, liquidation, or
similar event, if not previously converted, the holders of shares of Convertible Series A Preferred
Stock shall be entitled to the greater of (i) the liquidation preference of such stock plus accrued
and unpaid dividends thereunder, whether or not previously declared, and (ii) the amount the
Convertible Series A Preferred Stock, including accrued and unpaid dividends thereunder,
whether or not previously declared, would receive if such shares converted immediately before
such event into common stock of reorganized Garrett pursuant to the conversion right specified
above (assuming solely for this purpose that any such accrued and unpaid dividends would be
satisfied in cash and not in stock). Following the issue date, no preferred shares or equity
securities ranking pari passu with or senior to the Convertible Series A Preferred Stock may be
issued by the Reorganized Debtors without the consent of (x) holders of a majority of the
outstanding shares of Convertible Series A Preferred Stock and (y) holders of the Series B
Preferred Stock.
Voting. The Convertible Series A Preferred Stock will vote on all matters before holders of common
stock in reorganized Garrett as a single class with such holders of common stock on an as-
converted basis.
Maturity. Perpetual.
Liquidation Preference. The Convertible Series A Preferred Stock shall have a liquidation preference
equal to $1 per share and be issued at $1 per share.
3
Redemption. The Convertible Series A Preferred Stock will not be redeemable by the Reorganized
Debtors, except that (i) at any time following the sixth anniversary of the Effective Date or (ii) in
connection with a transaction resulting in the transfer to a non-affiliate of (a) 50.01% or more of
the total voting power of reorganized Garrett or (b) all or substantially all of the assets of the
Reorganized Debtors (a “Change of Control”), reorganized Garrett may redeem any Convertible
Series A Preferred Stock not converted into common stock of reorganized Garrett for an amount
equal to the liquidation preference plus cash equal to the amount of any dividends that have
accrued and not been paid in cash (including PIK dividends).
Financial Covenant. Subject to exceptions that would be customary for analogous debt incurrence
covenants applicable to senior secured credit agreements (including without limitation
refinancing exceptions) and not less favorable than those set out in the Credit Facilities, the
Reorganized Debtors will not be able to incur debt for borrowed money after the Effective Date
that would result in the ratio of the Reorganized Debtors’ Adjusted EBITDA on an LTM basis as
of the most recently ended fiscal quarter to debt for borrowed money outstanding exceeding 3x on
a pro forma basis, without the approval of holders of a majority of the outstanding shares of
Convertible Series A Preferred Stock.
New Money Investors. The Plan Sponsors and the Additional Investors shall commit, severally and
not jointly, to purchase shares of Convertible Series A Preferred Stock at a purchase price of
$1,050.8 million in the aggregate in cash in accordance with the allocation annex attached hereto
as Annex 2.
Rights Offering. Further, Garrett shall conduct a rights offering (the “Rights Offering”) without
registration under the Securities Act of 1933, as amended, in which all holders of common stock
of Garrett that do not participate in the Cash-Out Option shall receive subscription rights to
purchase (subject to compliance with all applicable securities laws) additional shares of
Convertible Series A Preferred Stock at a purchase price of $200 million in the aggregate in
cash. The record date for purposes of participation in the Rights Offering by holders of common
stock of Garrett shall be set at least one week after the Bankruptcy Court’s entry of the Disclosure
Statement Order.
4
Backstop of Rights Offering. The Plan Sponsors and the Additional Investors (severally, but not
jointly) commit to exercise the rights allocated to them in the Rights Offering based on their pro
rata share of the outstanding common stock of Garrett as of the date of the execution of the PSA
to purchase Convertible Series A Preferred Stock in cash at the issuance price. The Plan Sponsors
and the Additional Investors (severally, but not jointly) commit to fully backstop the portion of
the Rights Offering allocated to other holders of Garrett common stock (the “Remaining Rights
Offering Amount”) by committing to purchase for cash at the issuance price all unsubscribed
shares on customary terms and conditions to be set forth in a backstop commitment agreement
reasonably acceptable to the Debtors, the Plan Sponsors, Honeywell, and the Requisite Additional
Investors. The Plan Sponsors’ aggregate backstop commitment shall be 63.6% of the Remaining
Rights Offering Amount (allocated equally between the Plan Sponsors). The Additional
Investors’ aggregate backstop commitment shall be 36.4% of the Remaining Rights Offering
Amount (allocated pro rata based on their holdings common stock of Garrett as of January 1,
2021). There shall be no separate fees or other compensation for the backstop commitments,
other than customary expense reimbursement and indemnities.
Consent Rights. The Plan Sponsors and the Debtors may not modify any of the foregoing terms or
conditions, unless (i) Honeywell and the Requisite Additional Investors consent or (ii) such
modification does not adversely affect the economic treatment of Honeywell or adversely affect
the Additional Investors as provided herein.
Other Provisions. The Convertible Series A Preferred Stock shall not have affirmative, negative or
other covenants relating to the Company or any other material rights or privileges other than as
set forth herein or as otherwise reasonably agreed among Honeywell, the Debtors, the Plan
Sponsors, and the Requisite Additional Investors.
Pro Forma Capital Structure The Plan shall provide for the recapitalization of the reorganized Debtors (the “Reorganized Debtors”)
on the effective date of the Plan (the “Effective Date”).
Cash Out Option
5
The Plan shall provide that Holders of common stock of Garrett may elect to deliver their shares of such
common stock to reorganized Garrett for cancellation in exchange for a payment in cash on the Effective
Date equal to $6.25 for each share properly delivered (the “Cash-Out Option” and, the cash payment
offered through the Cash-Out Option, the “Cash-Out Consideration”). For the avoidance of doubt, (i)
the Existing Commitment Parties shall not elect to participate in the Cash-Out Option and (ii) holders of
common stock of Garrett that elect to participate in the Cash-Out Option and receive the Cash-Out
Consideration shall (x) opt into the releases set forth in the Plan and (y) not be entitled to retain their
common stock of reorganized Garrett or participate in the Rights Offering.
Exit Credit Facilities
6
Upon the Bankruptcy Court’s entry of the Confirmation Order, Garrett shall have (x) accepted the
assignment by FinCo of all of FinCo’s rights and obligations under the Commitment Letter and the Fee
Letter and (y) obtained entry of a Bankruptcy Court order approving such assignment, provided that (1)
the terms and conditions of the Commitment Letter and the Fee Letter shall be reasonably acceptable to
the Debtors, the Plan Sponsors, Honeywell, and the Requisite Additional Investors (it being understood
that such documents in the form most recently delivered to the Debtors prior to the date of the PSA are
reasonably acceptable to all Parties) and (2) the Debtors shall have no financial obligations thereunder
until the entry of the Confirmation Order. The aggregate principal amount of indebtedness outstanding
under the Credit Facilities on the Effective Date shall not exceed the Debt Cap.
• TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN
Class No.
Type of Claim
Treatment
Impairment /
Voting
Unclassified Non-Voting Claims
Except to the extent that a holder of an allowed Administrative Claim
agrees to a less favorable treatment, in full and final satisfaction,
settlement, release, and discharge of and in exchange for each such
Claim, on the Effective Date or as soon as reasonably practicable
thereafter, each holder thereof shall receive payment in full in cash.
Except to the extent that a holder of an allowed Priority Tax Claim
agrees to a less favorable treatment, in full and final satisfaction,
settlement, release, and discharge of and in exchange for each such
Claim, each holder thereof shall be treated in accordance with the
terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.
In full and final satisfaction, settlement, release, and discharge of and
in exchange for each DIP Facility Claim, on the Effective Date, each
holder thereof shall receive payment in full in cash.
Classified Claims and Interests of the Debtors
Except to the extent that a holder of an allowed Other Secured Claim
agrees to less favorable treatment, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange for
each such Claim, each holder thereof shall receive, at the option of the
Plan Sponsors: (a) payment in full in cash; (b) delivery of the collateral
securing its allowed Other Secured Claim and payment of any interest
required under
the Bankruptcy Code;
(c) reinstatement of its allowed Other Secured Claim; or (d) such other
treatment rendering its allowed Other Secured Claim unimpaired in
accordance with section 1124 of the Bankruptcy Code.
section 506(b) of
N/A
N/A
N/A
Unimpaired /
Deemed to Accept
N/A
Administrative
Claims
N/A
Priority Tax Claims
N/A
DIP Facility Claims
Class 1
Other Secured Claims
7
Class 2
Other Priority Claims
Class 3
Secured Credit
Facility Claims
Class 4
Senior Notes Claims
Except to the extent that a holder of an allowed Other Priority Claim
agrees to less favorable treatment, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange for
each such Claim, each holder thereof shall receive payment in full in
cash or such other treatment rendering its allowed Other Priority Claim
unimpaired in accordance with section 1124 of the Bankruptcy Code.
Except to the extent that a holder of a Secured Credit Facility Claim
agrees to a less favorable treatment, in full and final satisfaction,
settlement, release, and discharge of and in exchange for each Secured
Credit Facility Claim, each holder thereof shall receive payment in full
in cash on the Effective Date of (i) all outstanding principal and
accrued interest under the Credit Agreement at the contractual non-
default rate plus (ii) additional interest of 1% per annum on all
outstanding principal and other overdue amounts under the Credit
Agreement from the Petition Date to the Effective Date.6
Except to the extent that a holder of a Senior Notes Claim agrees to a
less favorable treatment, in full and final satisfaction, settlement,
release, and discharge of and in exchange for each Senior Notes Claim,
each holder thereof shall receive payment in full in cash on the
Effective Date of (i) all outstanding principal and accrued and unpaid
interest under the Senior Notes at the contractual non-default rate to the
Effective Date plus (ii) $15,000,000 on account of Claims arising
under, derived from, or based on the Applicable Premium (as defined
in the Indenture).
Unimpaired /
Deemed to Accept
Impaired/ Entitled
to Vote
Unimpaired /
Deemed to Accept
6 Such treatment shall constitute “Acceptable Plan” treatment under that certain Restructuring Support Agreement (as may be amended, restated, amended
and restated, extended, supplemented, or otherwise modified from time to time), effective September 20, 2020, by and among Garrett and certain of its
Debtor affiliates, and certain of the Debtors’ prepetition secured lenders (the “Lender RSA”).
8
In full and final satisfaction, settlement, release, and discharge of and
in exchange for each Claim of Honeywell arising under, derived from,
based on, or related to the Indemnification Agreements and the Tax
the “Honeywell Claims”),7
Matters Agreement
Honeywell shall receive: (a) a payment of $375 million in cash on the
Effective Date; and (b) new Series B Preferred Stock issued by
reorganized Garrett (the “Series B Preferred Stock”), which shall
provide for payments to Honeywell in the amounts and at the times set
forth in the following schedule:
(collectively,
Impaired / Entitled
to Vote
Class 5
Honeywell Claims
Payment Date8 Amount
2022 $34.8 million
2023 $100.0 million
2024 $100.0 million
2025 $100.0 million
2026 $100.0 million
2027 $100.0 million
2028 $100.0 million
2029 $100.0 million
2030 $100.0 million
Total $834.8 million
(such payments, the “Amortization”).
7 Honeywell Claims also include the additional potential contingent, unliquidated contractual and non-contractual claims and causes of action identified in
Honeywell’s proofs of claim, as set forth in the PSA. For the avoidance of doubt, the issuance of the Series B Preferred Stock does not satisfy the
Debtors obligations to pay Honeywell’s fees and expenses as set forth in Section 11.01 of the PSA. Moreover, claims arising under ordinary course
business dealings or commercial contracts or related to ongoing services or amounts owed under the Employee Matters Agreement, Intellectual Property
Agreement, Trademark License Agreement, Transition Services Agreement, or Cash Repatriation Agreement (each as defined in Honeywell’s proofs of
claim) will be addressed by the Debtors and Honeywell in good faith and in the ordinary course of business, in consultation with the Plan Sponsors and
subject to the Plan Sponsors’ consent (such consent not to be unreasonably withheld, conditioned or delayed), and are not being satisfied by the issuance
of the Series B Preferred Stock, and any claims by Honeywell against the Debtors on account of such matters shall be included in Class 6 General
Unsecured Claims. Resolution of any of these ordinary course matters will not be asserted, directly or indirectly, as a condition to the execution, delivery,
or approval by Honeywell or the Debtors of any Restructuring Document and no allegation of non-performance with respect to any of these matters will
excuse any Debtor or Honeywell from the performance of their obligations under this Agreement or any Restructuring Document.
8 Each payment date will fall on the anniversary of the Effective Date in the year referenced.
9
The Amortization shall be subject to the following conditions: (i) if the
Reorganized Debtors’ annual Adjusted EBITDA on a consolidated
basis falls below $425 million in any year, such annual Amortization
payment for the subsequent year shall be deferred (without the
accumulation of additional amounts) and paid in equal installments
over the subsequent two years following the payment year of such
deferred Amortization payment, in addition to any Amortization
payments arising during such following years; (ii) reorganized Garrett
may, (x) no more than once during the 18-month period following the
Effective Date, call a portion of the Amortization for a payment equal
to the present value of the Amortization so called, which payment shall
be calculated as of the time of the exercise of such call option and
discounted at a rate of 7.25% per annum (the “Call Price”) (provided
that the present value of any Amortization remaining (calculated at the
Call Price) immediately after reorganized Garrett exercises such call
option is no less than $400 million) or (y) at any time, call the
Amortization in full for a lump sum payment equal to the Call Price of
the remaining Amortization; and (iii) if (v) the Reorganized Debtors’
Adjusted EBITDA on a consolidated basis for the prior twelve months
reaches $600 million for two (2) consecutive quarters, (w) a change of
control occurs,9 (x) reorganized Garrett or the New Board asserts in
writing that any portion of the Series B Preferred Stock is invalid or
unenforceable, (y) indebtedness outstanding under the Credit Facilities
is accelerated
rescinded), or
(z) reorganized Garrett or any of its material subsidiaries files for
bankruptcy or similar creditor protection then, in each case, Honeywell
shall have the right to cause reorganized Garrett to repurchase, or in the
case of clauses (w), (x), (y), and (z) reorganized Garrett shall be
required to repurchase, all of the remaining Series B Preferred Stock
(in the case of clause (v) above, within 60 days following written
notice to reorganized Garrett) at an amount equal to the Call Price (the
“Put Option”).
(and such acceleration
is not
Reorganized Garrett shall reimburse Honeywell for reasonable and
documented costs and expenses
in connection with
successfully enforcing Honeywell’s right to receive the Amortization.
incurred
9 “Change of Control” for purposes of the Series B Preferred Stock will have a customary definition consistent with the definition in connection with the
Convertible Series A Preferred Stock.
10
Upon the completion of the Amortization payments (including through
exercise of a call option or the Put Option), the Series B Preferred
Stock shall be cancelled and extinguished.
The Series B Preferred Stock shall be non-participating, non-
transferrable, non-voting shares of reorganized Garrett. Following the
issue date, no preferred shares or equity securities ranking pari passu
with or senior to the Series B Preferred Stock (for the avoidance of
doubt, other than shares issued in the Rights Offering or as PIK interest
to issued Convertible Series A Preferred Stock) may be issued by the
Reorganized Debtors without the consent of holders of a majority of
the outstanding shares of Series B Preferred Stock (the “Series B
Majority”). Reorganized Garrett and its subsidiaries shall not be
permitted to enter into any consensual restriction on the ability of
reorganized Garrett to make required payments on the Series B
Preferred Stock without the prior written consent of the Series B
Majority (except for customary restrictions in any agreement governing
indebtedness).
The Series B Preferred Stock shall not have affirmative, negative, or
other covenants relating to the Company or any other material rights or
privileges other than as set forth herein.
Except to the extent that a holder of an allowed General Unsecured
Claim agrees to less favorable treatment, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange for
each such Claim, each holder thereof shall receive, at the option of the
Plan Sponsors: (a) reinstatement of such allowed General Unsecured
Claim pursuant to section 1124 of the Bankruptcy Code; (b) payment
in full in cash on the later of (i) the Effective Date or as soon as
reasonably practicable thereafter, or (ii) the date such payment is due in
the ordinary course of business in accordance with the terms and
conditions of the particular transaction giving rise to such allowed
General Unsecured Claim; or (c) such other treatment rendering such
general unsecured claim unimpaired in accordance with section 1124
of the Bankruptcy Code.10
Unimpaired /
Deemed to Accept
Class 6
General Unsecured
Claims
10 Treatment of any material rejection damages claims to be reasonably acceptable to the Plan Sponsors, Honeywell, and the Requisite Additional
Investors.
11
Class 7
Intercompany Claims
Class 8
Intercompany
Interests
Class 9
Section 510(b) Claims
Class 10
Equity Interests in
Garrett
Each allowed Intercompany Claim shall be either reinstated or
cancelled, as reasonably agreed between the Debtors, Honeywell, the
Plan Sponsors, and the Requisite Additional Investors, and released
without any distribution.
Each allowed Intercompany Interest shall be either reinstated or
cancelled, as reasonably agreed between the Debtors, Honeywell, the
Plan Sponsors, and the Requisite Additional Investors, and released
without any distribution.
Treatment of Section 510(b) Claims shall be on terms mutually
acceptable to the Debtors and the Plan Sponsors, and reasonably
acceptable to Honeywell.
Except to the extent that a holder of equity interests in Garrett agrees to
less favorable treatment, in full and final satisfaction, compromise,
settlement, release, and discharge of and in exchange for each equity
interest in Garrett, each holder thereof shall have the option to elect to
either (i) retain its equity interest in reorganized Garrett or (ii) receive
the Cash-Out Consideration under the Cash-Out Option. The failure to
make an election to receive the Cash-Out Consideration shall result in
the holder retaining its equity interest in reorganized Garrett.
Impaired / Deemed
to Reject or
Unimpaired /
Deemed to Accept
Impaired / Deemed
to Reject or
Unimpaired /
Deemed to Accept
Impaired / Deemed
to reject
Impaired / Entitled
to Vote
12
Vesting of the Debtors’
Property
Exemption from SEC
Registration
Professional Fees
Releases, Exculpation, and
Injunction
Honeywell and Debtor Mutual
Release
13
GENERAL PROVISIONS REGARDING THE PLAN
The property of the estate of each Debtor shall vest in each respective Reorganized Debtor on and after
the Effective Date free and clear (except as provided in the Plan) of liens, Claims, charges, and other
encumbrances.
The issuance of Convertible Series A Preferred Stock will be exempt from registration with the U.S.
Securities and Exchange Commission (the “SEC”) under section 1145 of the Bankruptcy Code. To the
extent section 1145 is unavailable, such securities shall be exempt from SEC registration as a private
placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the safe harbor
of Regulation D promulgated thereunder, or such other exemption as may be available from any
applicable registration requirements.
Garrett shall take such steps as are reasonably necessary to maintain the listing of its common stock on
a national exchange. Garrett will also provide the Subscription Parties with customary registration
rights.
The plan shall contain customary provisions providing for the funding of a reserve on the Effective
Date, sized by the Debtors in their reasonable discretion, providing for the payment of fees and
expenses incurred or to be incurred by estate professionals in connection with the Restructuring
Transactions. All final requests for payment of professional fees shall be filed and served no later than
30 days after the Effective Date, and the Court shall determine the allowed amounts of such
fees. Unless the professional fee claimant agrees to less favorable treatment, such claimant that has
been approved by the Bankruptcy Court shall be paid in full in cash.
The Plan shall contain release, exculpation, and injunction provisions substantively identical to the
provisions set forth in Annex 3 hereto, except as the Debtors, the Plan Sponsors, Honeywell, and the
Requisite Additional Investors may otherwise agree.
On the Effective Date, the Debtors shall release any and all claims and causes of action against
Honeywell and its Related Parties based on or relating to, or in any manner arising from, in whole or in
part (i) the spin-off of the Debtors by Honeywell, (ii) the Indemnification Agreements and the Tax
Matters Agreement, and (iii) all actions taken in connection with the Debtors’ chapter 11 cases (whether
arising pre- or post-petition), provided that such release shall not include any claims arising under
ordinary course business dealings or commercial contracts or related to ongoing services or amounts
owed under the Employee Matters Agreement, Intellectual Property Agreement, Trademark License
Agreement, Transition Services Agreement, or Cash Repatriation Agreement (each as defined in
Honeywell’s proof of claim).
On the Effective Date, Honeywell shall release any and all claims and causes of action against the
Debtors and its Related Parties based on or relating to, or in any manner arising from, in whole or in
part (i) the spin-off of the Debtors by Honeywell (and any litigation commenced in connection
therewith), (ii) the Indemnification Agreements and the Tax Matters Agreement, and (iii) all actions
taken in connection with the Debtors’ chapter 11 cases (whether arising pre- or post-petition), provided
that such release shall not include any claims arising under ordinary course business dealings or
commercial contracts or related to ongoing services or amounts owed under the Employee Matters
Agreement, Intellectual Property Agreement, Trademark License Agreement, Transition Services
Agreement, or Cash Repatriation Agreement (each as defined in Honeywell’s proof of claim).
Each of Honeywell and the Debtors, in consultation with the Plan Sponsors and subject to the Plan
Sponsors’ consent (such consent not to be unreasonably withheld, conditioned or delayed), shall execute
and deliver such documents as the other may reasonably request in connection with the Plan and the
mutual releases described herein and shall work together in good faith with respect to any related tax
and disclosure matters. For the avoidance of doubt, this mutual release shall have no carve out for
willful misconduct, fraud, or gross negligence.
The Plan will provide that the executory contracts and unexpired leases that are not rejected as of the
Effective Date (either pursuant to the Plan or a separate motion) will be deemed assumed pursuant to
section 365 of the Bankruptcy Code. No executory contract or unexpired lease shall be rejected without
the written consent of the Plan Sponsors, other than contracts related to Honeywell Claims to the extent
contemplated herein or in the PSA. For the avoidance of doubt, cure costs may be paid in installments
following the Effective Date in a manner consistent with the Bankruptcy Code.
The Parties shall cooperate in good faith to structure the Restructuring Transactions in a tax-efficient
manner.
Executory Contracts and
Unexpired Leases
Tax Issues
14
Governance of the
Reorganized Debtors
15
Reorganized Garrett shall be a Delaware corporation listed on the NYSE or NASDAQ, and all Parties
shall cooperate to make such modifications to the Restructuring Documents as may be reasonably
necessary to meet applicable listing standards.
The board of directors (the “New Board”) of reorganized Garrett will be seven (7) members, subject to
increase with the consent of Honeywell (solely for so long as the Amortization remaining on the Series
B Preferred Stock is greater than $125 million) and a majority of the outstanding shares of Convertible
Series A Preferred Stock prior to the conversion thereof. All directors shall be of the same class and
have ordinary duties of corporate directors under Delaware law. The composition of the New Board
shall be determined as follows, with the New Board determined by the Plan on the Effective Date
according to these principles; provided, that such nomination procedures shall not apply with respect to
the Honeywell Director (as defined below):
The holders of the Series B Preferred Stock shall have the right to elect one (1) board member (the
“Honeywell Director”) to the New Board (which right shall be included in the Certificate of
Designation for the Series B Preferred Stock) until the date that the Amortization remaining on
the Series B Preferred Stock is $125 million or less (the “Resignation Date”). The Honeywell
Director shall resign on the Resignation Date and, thereafter, the holders of the Series B
Preferred Stock shall have no further right to elect any directors to the New Board. For the
avoidance of doubt, (i) the Honeywell Director shall not have any special governance rights, and
(ii) solely in their capacity as such, the Honeywell Director shall have fiduciary duties only to
reorganized Garrett.
Prior to the conversion of the Convertible Series A Preferred Stock, the Additional Investors shall have
the right to nominate one (1) board member (the “Additional Investors Director”) to the New Board,
provided that, if the Additional Investors cease to collectively hold a number of shares of Convertible
Series A Preferred Stock that is less than 60% of the number of shares of Convertible Series A Preferred
Stock held by such investors on the issuance date, the Additional Investors Director shall resign, the
Additional Investors shall have no further right to nominate any directors to the New Board, but, so long
as 20% of the number of outstanding shares of Convertible Series A Preferred is owned by entities other
than Centerbridge or Oaktree, the then-current holders of a majority of the outstanding shares of
Convertible Series A Preferred Stock, excluding any Convertible Series A Preferred Stock owned by
Centerbridge and Oaktree, shall have the right to nominate a board member to the New Board to replace
the Additional Investors Director.
One (1) board member will be a member of reorganized Garrett’s executive management team.
Half of the balance of the New Board nominees shall be selected by Centerbridge, for so long as
Centerbridge holds a number of shares of common stock (including Convertible Series A
Preferred Stock on an as-converted basis) that is no less than 60% of the number of shares of
common stock (including Convertible Series A Preferred Stock on an as-converted basis) held by
Centerbridge on the issuance date, with the number of nominees selected by Centerbridge subject
to proportionate reduction as its ownership of the common stock (on an as-converted basis)
further decreases. For so long as Centerbridge has the right to designate more than one nominee,
at least one of those nominees will be an individual who is not an employee of Centerbridge.
The other half of the balance of the New Board nominees shall be selected by Oaktree, for so long as
Oaktree holds a number of shares of common stock (including Convertible Series A Preferred
Stock on an as-converted basis) that is no less than 60% of the number of shares of common
stock (including Convertible Series A Preferred Stock on an as-converted basis) held by Oaktree
on the issuance date, with the number of nominees selected by Oaktree subject to proportionate
reduction as its ownership of common stock (on an as-converted basis) further decreases. For so
long as Oaktree has the right to designate more than one nominee, at least one of those nominees
will be an individual who is not an employee of Oaktree.
Nominees selected pursuant to the foregoing following the Effective Date will be subject to customary
nomination procedures for public company directors to be implemented at reorganized Garrett.
Reorganized Garrett shall have a post-Effective Date management incentive plan, the terms of which,
including with respect to amount, form, structure, and vesting, shall be determined by the New Board
taking into consideration then-current market practices for similarly situated companies.
The Parties shall negotiate the definitive documents necessary to complete the Restructuring
Transactions in good faith. Any and all documentation necessary to effectuate the Restructuring
Transactions, including the definitive documents, shall be in form and substance consistent with this
Term Sheet and the PSA. All consent rights not otherwise set forth herein shall be as set forth in the
PSA.
Management Incentive Plan
Definitive Documentation
16
Conditions Precedent to Plan
Effective Date
The occurrence of the Plan Effective Date shall be subject to the following conditions precedent and any
other conditions precedent reasonably acceptable to each of the Debtors, the Plan Sponsors, Honeywell,
and the Requisite Additional Investors:
the Bankruptcy Court shall have entered an order confirming the Plan, in form and substance
consistent with the PSA, and such order shall not have been stayed, modified, or vacated on
appeal;
the final version of the Plan supplement and all of the schedules, documents, and exhibits contained
therein, and all other schedules, documents, supplements and exhibits to the Plan, shall have been
filed;
the PSA shall not have been terminated by each of the Parties thereto, and shall remain in full force
and effect;
the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or
documents that are necessary to implement and effectuate the Plan (and all applicable waiting
periods have expired);
all fees, expenses, and other amounts payable to the Parties under the PSA shall have been paid in full
or a customary professional fee escrow shall have been established and funded on terms and
conditions reasonably satisfactory to the Plan Sponsors, Honeywell, and the Requisite Additional
Investors;
the Debtors shall have implemented the Restructuring Transactions in a manner consistent with the
Plan and the PSA;
all definitive documentation for the Restructuring Transactions contemplated by the Plan have been
executed and remain in full force and effect;
the Rights Offering shall have been conducted in accordance with the rights offering procedures;
the BCA remains in full force and effect and has not been terminated in accordance with its terms;
no governmental entity or federal or state court of competent jurisdiction shall have enacted, issued,
promulgated, enforced or entered any law or order (whether temporary, preliminary or
permanent), in any case that is in effect and that prevents or prohibits consummation of the Plan;
and
no governmental entity has instituted any action or proceeding (that remains pending at what would
otherwise be the Effective Date) seeking to enjoin, restrain, or otherwise prohibit consummation
of the Plan or the transactions contemplated by the Plan.
Reservation of Rights
Nothing herein is an admission of any kind. If the Restructuring Transactions are not consummated for
any reason, all Parties reserve any and all of their respective rights.
Retention of Jurisdiction
The Plan will provide that the Bankruptcy Court shall retain jurisdiction for usual and customary
matters.
Governing Law
The governing law for all applicable documentation (other than any corporate governance documents)
shall be the internal law of the State of New York (without regard to its conflict of law principles) and,
to the extent applicable, the Bankruptcy Code.
17
Annex 1
Definitions
Administrative Claim
Any Claim incurred by the Debtors before the Effective Date for a cost or expense of administration
of the Chapter 11 Cases entitled to priority under sections 503(b), 507(a)(2), or 507(b) of the
Bankruptcy Code.
Claim
As defined in section 101(5) of the Bankruptcy Code.
Commitment Letter
Project Gearbox Commitment Letter, dated as of December 21, 2020, by and among JPMorgan
Chase Bank, N.A., Royal Bank of Canada, RBC Capital Markets, LLC, Deutsche Bank AG New
York Branch, Deutsche Bank Securities, Inc., Fifth Third Bank, National Association, KeyBanc
Capital Markets Inc., KeyBank National Association, and FinCo.
Credit Facilities
As defined in the Commitment Letter.
Debt Cap
$1,190 million, plus the amount of all promissory note cash collateral, supply chain financing cash
collateral and cash collateralized L/Cs outstanding as of the Effective Date that the Debtors, the Plan
Sponsors, and Requisite Additional Investors reasonably believe will be released to the reorganized
Debtors within 90 days of the Effective Date.
DIP Facility Claims
Any Claim arising under, derived from, or based on the DIP Facility or such other debtor in
possession financing that remains outstanding with respect to the Debtors immediately prior to the
Effective Date.
Existing Commitment Parties
The Commitment Parties to the PSA as of January 11, 2021.
Fee Letter
Project Gearbox Credit Facilities Fee Letter, dated as of December 21, 2020, by and among
JPMorgan Chase Bank, N.A., Royal Bank of Canada, RBC Capital Markets, LLC, Deutsche Bank
AG New York Branch, Deutsche Bank Securities, Inc., Fifth Third Bank, National Association,
KeyBanc Capital Markets Inc., KeyBank National Association, and FinCo.
FinCo
Gearbox FinCo LLC.
General Unsecured Claim
Any Claim other than an Administrative Claim, a Priority Tax Claim, a DIP Facility Claim, an
Other Secured Claim, an Other Priority Claim, a Secured Credit Facility Claim, a Senior Notes
Claim, a Honeywell Claim, an Intercompany Claim, or a Claim subject to subordination under
section 510(b) of the Bankruptcy Code.
Intercompany Claim
A prepetition Claim held by a Debtor against a Debtor.
Intercompany Interest
An Interest in any Debtor other than Garrett.
33560.00098
Interest
Any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Debtor.
Other Priority Claim
Other Secured Claim
Any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right
of payment under section 507(a) of the Bankruptcy Code.
Any Secured Claim against assets of any of the Debtors, other than a DIP Facility Claim, a Secured
Credit Facility Claim, or a Senior Notes Claim.
Priority Tax Claims
Claims of governmental units of the type described in section 507(a)(8) of the Bankruptcy Code.
Related Party
Secured
With respect to any person or entity, each and all of such person’s or entity’s current and former
affiliates, and such entities’ and their current and former predecessors, successors and assigns,
subsidiaries, direct or indirect equity holders (regardless of whether such interest are held directly or
indirectly), affiliates, managed accounts or funds, directors, managers, officers and each of their
current and former officers, directors, managers, principals, shareholders, members, equityholders,
partners, employees, agents, advisory board members, financial advisors, attorneys, accountants,
investment bankers, consultants, representatives, management companies, fund advisors and
investment and other professionals, and each of the foregoing Person’s respective heirs, executors,
estates, successors, assigns and nominees.
When referring to a Claim: (i) secured by a lien on property in which any Debtor has an interest,
which lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a
Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code,
to the extent of the value of the creditor’s interest in the Debtor’s interest in such property or to the
extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the
Bankruptcy Code; or (ii) allowed pursuant to the Plan, or separate order of the Bankruptcy Court, as
a secured claim.
Secured Credit Facility Claim
Any Claim arising under, derived from, or based on the Credit Agreement.
Senior Notes Claims
Any Claim arising under, derived from, or based on the Senior Notes.
Annex 2
Allocation
Garrett Motion - Convertible Series A Preferred Stock Allocation
($ in millions)
Convertible Series A Preferred Stock Allocation
Centerbridge & Oaktree
Additional Investors
Rights Offering Available to All Common Equity Holders(1)
Total
$
$
$
690.8
360.0
200.0
1,250.8
(1) Rights offering participation based on common equity holdings and allocated pro rata.
Annex 3
Releases, Exculpation, and Injunction
Definitions
“Exculpated Parties” means (a) the Debtors, (b) the Reorganized Debtors, (c) the Official Committee of Unsecured Creditors (the “Creditors
Committee”) and its members, in their capacities as such, (d) the Official Committee of Equity Holders (the “Equity Committee”) and its
members, in their capacities as such, (e) the Commitment Parties, (f) the administrative agent, collateral agent, arranger, joint bookrunner,
and lenders under the Credit Facilities, each in their capacities as such, (g) the prepetition credit agreement agent and lenders in their
capacities as such, and (h) with respect to each entity named in (a) through (g), such entity’s affiliates and such entity’s and its affiliates’
respective managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees,
consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys, financial advisors, restructuring advisors, investment
bankers, accountants and other professionals or representatives solely when acting in any such capacities.
“Released Parties” means (a) the Exculpated Parties, (b) the DIP agent and lenders, (c) the senior subordinated notes indenture trustee, and
(d) each of their respective current and former directors, officers, equity holders (regardless of whether such interests are held directly or
indirectly), affiliated investment funds or investment vehicles, employees, consultants, agents, affiliates, parents, subsidiaries, members,
managers, predecessors, successors, heirs, executors and assigns, participants, subsidiaries, managed accounts or funds, partners, limited
partners, general partners, principals, fund advisors, attorneys, financial advisors, restructuring advisors, investment bankers, accountants and
other professionals or representatives solely when acting in any such capacities.
“Releasing Parties” means (a) the Released Parties, (b) the Commitment Parties, (c) all holders of Claims or interests that vote to accept the
Plan, (d) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of
Claims and interests, and (e) all holders of Claims or interests not described in the foregoing clauses (a) through (e) who elect to opt into the
voluntary release by holders of Claims and interests; and (f) with respect to each entity named in (a) through (e), such entity’s affiliates and
such entity’s and its affiliates’ respective managers, members, partners, investors, other equity holders, whether direct or indirect, and
directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys, financial advisors,
restructuring advisors, investment bankers, accountants and other professionals or representatives solely when acting in any such capacities.
Debtor Release
For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the Chapter 11 Cases and
the implementation of the transactions contemplated by the Plan, on and after the Effective Date, the Released Parties shall be released and
discharged by the Debtors, Reorganized Debtors and their estates, including any successor and assign to the Debtors, the Reorganized
Debtors or any estate representative, from all claims, obligations, rights, suits, damages, causes of action, remedies and liabilities whatsoever,
including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its successors, assigns, and
representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereafter
arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise,
including those that any of the Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right
(whether individually or collectively) or on behalf of the holder of any Claim or interest or any other person, based on or relating to, or in any
manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the estates, the conduct of the businesses of the Debtors,
these Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the
release or discharge of any mortgage, lien
or security interest, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the
administration of Claims and interests prior to or during these Chapter 11 Cases, the negotiation, formulation, preparation, dissemination,
implementation, administration, confirmation and/or effectuation of the PSA, BCA, the Plan, any plan supplement, any disclosure statement
or, in each case, related agreements, instruments or other documents, any action or omission with respect to intercompany claims and
intercompany settlements, any action or omission as an officer, director, agent, representative, fiduciary, controlling person, member,
manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on
or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to
the extent such act or omission is determined by a final order in a court of competent jurisdiction to have constituted gross negligence, willful
misconduct, fraud, or a criminal act.
Voluntary Release by Holders of Claims and Interests
For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the Chapter 11 Cases, the
implementation of the reorganization contemplated by the Plan, the release of mortgages, liens and security interests on property of the
estates, and distributions made pursuant to the Plan, on and after the Effective Date, to the fullest extent permitted by applicable law, the
Releasing Parties (regardless of whether a Releasing Party is a Released Party) shall be deemed to conclusively, absolutely, unconditionally,
irrevocably and forever release, waive and discharge the Released Parties of any and all claims, obligations, rights, suits, damages, causes of
action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized
Debtor and its successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated,
contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of
federal or state securities laws or otherwise, including, those that any of the Debtors, the Reorganized Debtors or their estates would have
been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or
any other person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the
estates, the conduct of the businesses of the Debtors, these Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any
security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is
treated in the Plan, the administration of Claims and interests prior to or during these Chapter 11 Cases, the negotiation, formulation,
preparation, dissemination, implementation, administration, confirmation and/or effectuation of the PSA, BCA, the Plan, any plan
supplement, any disclosure statement or, in each case, related agreements, instruments or other documents, any action or omission with
respect to intercompany claims or intercompany settlements, any action or omission as an officer, director, agent, representative, fiduciary,
controlling person, member, manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other
occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or
omission of a Released Party to the extent such act or omission is determined by a final order in a court of competent jurisdiction to have
constituted gross negligence, willful misconduct, fraud, or a criminal act; provided, however, that the Additional Investors (whether in their
capacities as Commitment Parties or as holders of Claims or Interests) shall not be deemed to have released any claim that is the kind of
claim described in Section 510(b) of the Bankruptcy Code against the Debtors or any similar claim against one or more of the Debtors’
current or former officers or directors; provided further that the each Additional Investor shall only assert claims against directors and
officers as a member of a class in a class action in which the Additional Investor is not a lead plaintiff and respond to or oppose any
objections or challenges to its inclusion in such class action, and the Debtors reserve all rights and defenses with respect to such claims and
the inclusion of any Additional Investor in any class in a class action.
Scope of Releases
Each person providing releases under the Plan, including the Debtors, the Reorganized Debtors, their estates and the Releasing Parties, shall
be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or
different from, those which it now knows or believes to be true, and without regard to the subsequent discovery or existence of such different
or additional facts, and such person expressly waives any and all rights that it may have under any statute or common law principle which
would limit the effect of such releases to those claims or causes of action actually known or suspected to exist at the time of execution of
such release.
Exculpation
Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, employees, attorneys,
investment bankers, financial advisors, restructuring advisors and other professional advisors, representatives and agents will be deemed to
have solicited acceptances of this Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, including
section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in
connection with the solicitation.
The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any act or omission in
connection with these Chapter 11 Cases, including (a) the operation of the Debtors’ businesses during the pendency of these Chapter 11
Cases; (b) the administration of Claims and interests during these Chapter 11 Cases; (c) formulating, negotiating, preparing, disseminating,
implementing, administering, confirming and/or effecting the PSA, the BCA, disclosure statement, the Plan, the plan supplement, and any
related contract, instrument, release or other agreement or document created or entered into in connection therewith (including the solicitation
of votes for the Plan or other actions taken in furtherance of confirmation or consummation of the Plan); (d) the offer or issuance of any
securities under or in connection with the Plan; or (e) the administration or adjudication of Claims, other than liability resulting from any act
or omission that is determined by final order in a court of competent jurisdiction to have constituted gross negligence, willful misconduct,
fraud or a criminal act.
EXHIBIT B
TRANSFER AGREEMENT
PROVISION FOR TRANSFER AGREEMENT
The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of
[●], 2021 (the “Agreement”),1 by and among the Commitment Parties, including the transferor to the Transferee of any Senior
Note Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the
Transferor was thereby bound, and shall be deemed a “Commitment Party” under the terms of the Agreement, based on the
Debtor Claim that is Transferred. This Transfer Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the
law of any other jurisdiction.
The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and
warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if
such vote was cast before the effectiveness of the Transfer discussed herein. The Transferee intends to be and is bound under the
Agreement with respect to any and all claims against, or interests in, any of the Debtors, whether currently held or hereafter
acquired by such Transferee.
Date Executed: ________________
TRANSFEREE
Name
Institution:
of
By:
Name:
Its:
Telephone:
Facsimile:
Aggregate Amounts Beneficially Owned or Managed on Account of
Senior Note Claims:
2026 Senior Notes
$
Credit Agreement Claims:
$
DIP Claims:
$
1 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
Garrett Common Stock
Number
Shares:
of
Any other Debtor Claims:
Type:
$
Type:
$
NOTICE ADDRESS:
[ ]
[ ]
[ ]
Attention: [ ]
E-mail: [ ]
with a copy to:
[ ]
[ ]
[ ]
Attention: [ ]
E-mail: [ ]
EXHIBIT C
JOINDER AGREEMENT
Joinder Agreement
[_________], 2021
The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Plan Support Agreement, dated as of
[●], 2021, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or otherwise modified from time
to time, the “Agreement”),1 by and among the Commitment Parties.
1.
Transferee shall hereafter be deemed to be a “Party” and a “Party” for all purposes under the Agreement.
Agreement to be Bound. The Transferee hereby agrees to be bound by all of the terms of the Agreement. The
2.
Representations and Warranties. With respect to the aggregate Debtor Claims/Interests set forth below its name on the
signature page hereof, the Transferee hereby makes the representations and warranties of the Commitment Parties set forth in
Section 7 of the Agreement to each other Party.
3.
Governing Law. This joinder agreement (the “Joinder Agreement”) to the Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which
would require the application of the law of any other jurisdiction.
* * * * *
[Remainder of Page Intentionally Left Blank]
1 Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
IN WITNESS WHEREOF, the Transferee has caused this Joinder Agreement to be executed as of the date first written
above.
Name of Transferor:
Name of Transferee:
By:
Name:
Title:
Amount of Credit Agreement Claims (if any): $__________________
Amount of Senior Note Claims (if any): $__________________
Amount of DIP Claims (if any): $__________________
Number of Shares of Garrett Common Stock (if any): __________________
Amount of any other Debtor Claims (if any): $__________________
Notice Address:
Fax:
Attention:
With a copy to:
Fax:
Attention:
Party1
Attestor Value Master Fund LP
The Baupost Group, L.L.C.
Benefit Street Partners L.P.
Centerbridge Partners, L.P.
Cyrus Capital Partners, L.P.
FIN Capital Partners LP
Hawk Ridge Capital Management LP
Honeywell International Inc.
IngleSea Capital
Keyframe Capital Partners, L.P.
Newtyn Management, LLC
Oaktree Capital Management, L.P.
Sessa Capital (Master), L.P.
Whitebox Multi-Strategy Partners, L.P.
ANNEX 1
Number of Shares of Common Stock of Garrett
2,661,970
3,575,000
1,389,839
3,390,000
10,220,254
380,000
2,336,564
2,284,598
300,000
1,506,050
1,655,000
3,593,111
6,912,204
750,000
1 Each entity listed herein is listed either in its principal capacity or in its capacity as agent, investment advisor, or investment manager for certain
investment funds or accounts or their respective subsidiaries that have Beneficial Ownership of shares of equity securities in Garrett.
Garrett Motion Inc. (a Delaware corporation)
Significant Subsidiaries
Country
United States
United States
Brazil
Switzerland
India
Japan
South Korea
Romania
Slovakia
France
China
China
Entity
Garrett ASASCO Inc.
Garrett Transportation I Inc.
Garrett Motion Industria Automotiva Brasil Ltda
Garrett Motion Sarl
Garrett Motion Technologies (India) Private Limited
Garrett Motion Japan, Inc.
Garrett Motion Korea Ltd.
Garrett Motion Romania S.r.l.
Garrett Motion Slovakia s.r.o.
Garrett Motion France S.A.S.
Garrett Motion Technology (Shanghai) Co.,Ltd.
Garrett Motion Technology (Wuhan) Co.,Ltd.
Exhibit 21.1
State
DE
DE
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-227619 on Form S-8 of our reports dated February 12, 2021, relating to the
financial statements of Garrett Motion Inc. (the “Company”), and the effectiveness of the Company’s internal control over financial reporting appearing in
this Annual Report on Form 10-K for the year ended December 31, 2020.
Exhibit 23.1
/s/ Deloitte SA
Geneva, Switzerland
February 16, 2021
Exhibit 31.1
I, Olivier Rabiller, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Garrett Motion Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 16, 2021
By:
/s/ Olivier Rabiller
Olivier Rabiller
President and Chief Executive Officer
(principal executive officer)
Exhibit 31.2
I, Sean Deason, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Garrett Motion Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 16, 2021
By:
/s/ Sean Deason
Sean Deason
Senior Vice President and Chief Financial Officer
(principal financial officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report on Form 10-K of Garrett Motion Inc. (the “Company”) for the period ended December 31, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: February 16, 2021
By:
/s/ Olivier Rabiller
Olivier Rabiller
President and Chief Executive Officer
(principal executive officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report on Form 10-K of Garrett Motion Inc. (the “Company”) for the period ended December 31, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: February 16, 2021
By:
/s/ Sean Deason
Sean Deason
Senior Vice President and Chief Financial Officer
(principal financial officer)