Item 9A. Controls and Procedures
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 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 and that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. 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, 2023.
Management’s 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 our internal control over financial reporting was effective as of December 31, 2023.
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.
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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
96
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information with respect to this Item will be set forth in our 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2023. For the limited purpose of providing the information necessary to comply with this Item 10, the 2024 Proxy Statement is incorporated herein by this reference.
Item 11. Executive Compensation
Information with respect to this Item will be set forth in our 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2023. For the limited purpose of providing the information necessary to comply with this Item 11, the 2024 Proxy Statement is incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information with respect to this Item will be set forth in our 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2023. For the limited purpose of providing the information necessary to comply with this Item 12, the 2024 Proxy Statement is incorporated herein by this reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to this Item will be set forth in our 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2023. For the limited purpose of providing the information necessary to comply with this Item 13, the 2024 Proxy Statement is incorporated herein by this reference.
Item 14. Principal Accountant Fees and Services
Information with respect to this Item will be set forth in our 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2023. For the limited purpose of providing the information necessary to comply with this Item 14, the 2024 Proxy Statement is incorporated herein by this reference.
97
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
1. The following financial statements are included in Item 8 “Financial Statements and Supplementary Data” herein.
Report of Independent Registered Accounting Firm
48
Consolidated Statements of Operations for the Years Ended December 31, 202 3 , 202 2 and 202 1
52
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 3 , 202 2 and 202 1
53
Consolidated Balance Sheets as of December 31, 202 3 and 202 2
54
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 and 202 1
55
Consolidated Statements of Equity (Deficit) for the Years Ended December 202 3 , 202 2 and 202 1
56
Notes to the Consolidated Financial Statements
57
2. The following financial statement schedule should be considered in conjunction with our consolidated financial statements. All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.
GARRETT MOTION INC.
Schedule II-Valuation and Qualifying Accounts
For and as of the year ending: Balance at Beginning of Period Additions Charged to Costs and Expenses Deductions Foreign
Exchange
Translation
Adjustment Balance at End of Period
(Dollars in millions)
December 31, 2023
Allowance for expected credit losses $ 9 $ 2 $ ( 5 ) $ — $ 6
Inventory reserves 31 13 ( 4 ) 1 41
Tax valuation allowance 31 20 ( 1 ) 2 52
December 31, 2022
Allowance for expected credit losses $ 5 $ 4 $ — $ — $ 9
Inventory reserves 29 7 ( 3 ) ( 2 ) 31
Tax valuation allowance 32 — ( 1 ) — 31
December 31, 2021
Allowance for expected credit losses $ 13 $ 3 $ ( 11 ) $ — $ 5
Inventory reserves 41 5 ( 15 ) ( 2 ) 29
Tax valuation allowance 34 5 ( 4 ) ( 3 ) 32
3. The exhibits to this report are listed below
Incorporated by Reference
Exhibit
Number Description Form File No. Exhibit Filing
Date Filed/
Furnished Herewith
2.1 Amended Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated April 26, 2021
8-K 001-38636 2.1 4/27/2021
3.1 Second Amended and Restated Certificate of Incorporation of Garrett Motion Inc., dated April 30, 2021
8-K 001-38636 3.1 4/30/2021
98
3.2 Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc.
8-K 001-38636 3.1 4/28/2022
3.3 Amendment No. 2 to Certificate of Designation of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc.
DEF
14C 001-38636 2/9/2022
3.4 Amended and Restated Certificate of Designation of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc. (redline version)
DEF 14C 001-38636 2/9/2022
3.5 Certificate of Elimination with respect to Series A Preferred Stock
10-Q 001-38636 3.4 7/27/2023
3.6 Certificate of Elimination with respect to Series B Preferred Stock
10-Q 001-38636 3.5 7/27/2023
3.7 Fourth Amended and Restated By-laws of Garrett Motion Inc.
8-K 001-38636 5.0 12/7/2023
4.1 Description of Capital Stock
*
10.1† Offer Letter for Olivier Rabiller, dated May 2, 2018
10-12B 001-38636 10.1 8/23/2018
10.2† Offer Letter for Thierry Mabru, dated June 1, 2018
10-12B 001-38636 10.4 8/23/2018
10.3† Offer Letter for Craig Balis, dated June 1, 2018
10-12B 001-38636 10.5 8/23/2018
10.4† Employment Contract, dated May 29, 2020, between Garrett Motion Sàrl, Garrett Motion Inc. and Sean Deason
10-Q 001-38636 10.1 7/30/2020
10.5† Offer Letter for Jérôme Maironi, dated June 1, 2018
10-Q 001-38636 10.1 5/11/2020
10.6† Non-Employee Director Compensation Program
10-K 001-38636 10.20 2/27/2020
10.7† Severance Pay Plan for Designated Executive Employees of Garrett Motion Inc.
10-K 001-38636 10.21 2/27/2020
10.8† Form of Continuity Award Agreement
8-K 001-38636 10.1 6/19/2020
10.9† Garrett Motion Inc. 2021 Long-Term Incentive Plan
8-K 001-38636 10.1 5/28/2021
10.10† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement
8-K 001-38636 10.2 5/28/2021
10.11† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement 2021 Performance-Based (Stock Price)
8-K 001-38636 10.3 5/28/2021
10.12† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Award Agreement 2021 Performance-Based (EBITDA)
8-K 001-38636 10.4 5/28/2021
10.13† Form of Garrett Motion Inc. 2021 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Award Agreement
8-K 001-38636 10.5 5/28/2021
10.14† 2023 Garrett Motion Inc. Severance Plan for Designated Officers
10-Q 001-38636 10.4 7/27/2023
10.15 Credit Agreement, dated April 30, 2021, among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
8-K 001-38636 10.1 4/30/2021
10.16 Amendment No. 1, dated January 11, 2022, to the Credit Agreement, dated April 30, 2021, among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
10-K 001-38636 10.31 2/14/2022
99
10.17 Amendment No. 2, dated March 23, 2022, to the Credit Agreement, dated April 30, 2021, among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
POS
AM 333-256659 10.1 6/9/2022
10.18 Amendment No. 3, dated April 27, 2023, to the Credit Agreement, dated April 30, 2021, among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-38636 10.1 5/01/2023
10.19 Series A Investor Rights Agreement, dated as of April 30, 2021, among Garrett Motion Inc. and the investors named therein
8-K 001-38636 10.2 4/30/2021
10.20 Registration Rights Agreement, dated as of April 30, 2021, among Garrett Motion Inc. and the holders party thereto
8-K 001-38636 10.3 4/30/2021
10.21 Transaction Agreement, dated April 12, 2023, by and among Garrett Motion Inc. and Centerbridge Credit Partners Master, L.P. and Centerbridge Special Credit Partners III-Flex, L.P.
8-K 001-38636 10.1 4/14/2023
10.22 Transaction Agreement, dated April 12, 2023, by and among Garrett Motion Inc. and Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings, LLC, Oaktree Phoenix Investment Fund LP and Oaktree Opportunities Fund Xb Holdings (Delaware) L.P.
8-K 001-38636 10.2 4/14/2023
21.1 List of Subsidiaries
*
23.1 Consent of Independent Registered Public Accounting Firm
*
31.1 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.
*
31.2 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.
*
32.1 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.
**
32.2 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.
**
97 Garrett Motion, Inc. Clawback Policy
*
99.1 Order of the Bankruptcy Court, dated April 26, 2021, confirming the Amended Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code
8-K 001-38636 2.1 4/27/2021
101.INS 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 *
101.SCH Inline XBRL Taxonomy Extension Schema Document *
100
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *
* Filed herewith
** Furnished herewith
† Management contract or compensation plan or arrangement
Item 16. Form 10- K Summary
None.
101
SIGNATURES
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.
Garrett Motion Inc.
Date: February 15, 2024 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 Title Date
/s/ Olivier Rabiller President, Chief Executive Officer and Director February 15, 2024
Olivier Rabiller (Principal Executive Officer)
/s/ Sean Deason Senior Vice President and Chief Financial Officer February 15, 2024
Sean Deason (Principal Financial Officer)
/s/ Joanne Lau Vice President and Corporate Controller February 15, 2024
Joanne Lau (Principal Accounting Officer)
/s/ Daniel Ninivaggi Chairman of the Board and Director February 15, 2024
Daniel Ninivaggi
/s/ D'aun Norman Director February 15, 2024
D'aun Norman
/s/ Paul Camuti Director February 15, 2024
Paul Camuti
/s/ Tina Pierce Director February 15, 2024
Tina Pierce
/s/ Robert Shanks Director February 15, 2024
Robert Shanks
/s/ Kevin Mahoney Director February 15, 2024
Kevin Mahoney
/s/ Julia Steyn Director February 15, 2024
Julia Steyn
/s/ Steven Tesoriere Director February 15, 2024
Steven Tesoriere
102