View:
United States securities and exchange commission logo
October 19, 2022
Olivier Rabiller
President and Chief Executive Officer
Garrett Motion Inc.
La Piece 16
Rolle, Switzerland 1180
Re: Garrett Motion Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 14,
2022
File No. 001-38636
Dear Olivier Rabiller:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Notes to Consolidated Financial Statements
Note 1. Background and Basis of Presentation, page 76
1. Please tell us, if
true, how you determined you have a single operating and reportable
segment. In particular,
clarify why your geographic regions, channels, or product
categories do not
qualify as separate operating and reportable segments. Ensure you
identify for us your
chief operating decision maker ("CODM") and describe the
information regularly
provided to the CODM and board of directors, including how
frequently it is
prepared, and the level of information used for budgets and budget-to-
actual comparisons.
Also tell us the titles and roles of individuals who report to the
CODM, how often the
CODM meets with his/her direct reports, the financial information
the CODM reviews to
prepare for these meetings, and the financial information
discussed. Refer to ASC
280-10-50-1 through 50-9. As required by ASC 280-10-50-21,
ensure you disclose in
future filings the factors used to identify your reportable segments,
Olivier Rabiller
Garrett Motion Inc.
October 19, 2022
Page 2
including whether operating segments have been aggregated.
Note 2. Plan of Reorganization, page 77
2. We note your disclosure on pages 79 and 81 that you recognized a gain
of $502 million
during fiscal year 2021 related to the settlement of claims with
Honeywell International
Inc. ("Honeywell"). Considering Honeywell, your former parent, appears
to be a related
party, tell us why you recorded the gain within income and not as a
capital transaction
under the guidance in ASC 470-50-20-40-2. Citing authoritative
accounting guidance,
also tell us how you determined the $577 million value attributable to
your Series B
preferred stock upon issuance.
Item 9B. Other Information, page 127
3. You disclose that you concluded an error was made in the calculation
of earnings per
share for the three and six months ended June 30, 2021 and the three
and nine months
ended September 30, 2021. Considering the previously filed unaudited
interim financial
statements can no longer be relied upon, please tell us why you did
not amend the
applicable Forms 10-Q for the error corrections.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or
Kevin Woody,
Accounting Branch Chief, at (202) 551-3629 with any questions.
FirstName LastNameOlivier Rabiller Sincerely,
Comapany NameGarrett Motion Inc.
Division of
Corporation Finance
October 19, 2022 Page 2 Office of
Manufacturing
FirstName LastName