UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2018

GARRETT MOTION INC.

(Exact name of Registrant as specified in its Charter)

Registrant’s telephone number, including area code: +41 21 695 30 00

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth 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.  ☐

As previously disclosed, on October 1, 2018, Garrett Motion Inc. (the “Company”) was spun off (the “Spin-Off”) from Honeywell International Inc. (“Honeywell”). The Company’s Combined Interim Financial Statements included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (the “Form 10-Q”), filed with the Securities and Exchange Commission (“SEC”) on November 6, 2018 are carve-out financial statements, as the Company was still part of Honeywell during the third quarter of 2018. The Company is providing, in Exhibit 99.1 to this Current Report on Form 8-K, unaudited pro forma combined statements of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017, and an unaudited pro forma combined balance sheet as of September 30, 2018, which reflect the Company’s results and financial position as if the Spin-Off and related transactions had occurred as of January 1, 2017.

The unaudited pro forma financial information presented in Exhibit 99.1 does not in any way restate or revise the historical Combined Financial Statements of the Company included in the Company’s Registration Statement on Form 10, as amended and filed with the SEC on September 5, 2018, and the Form 10-Q. The unaudited pro forma financial information is provided as supplemental financial information that the Company believes may be of interest to the Company’s stockholders.

The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE

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

Exhibit 99.1

GARRETT MOTION INC

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On October 1, 2018, Garrett Motion Inc. (“Garrett” or the “Company”) became an independent publicly-traded company through a pro rata distribution (“Distribution”) by Honeywell International Inc. (“Parent” or “Honeywell”) of 100% of the then-outstanding shares of Garrett to Honeywell’s stockholders (the “Spin-Off”). The unaudited pro forma combined financial statements of Garrett consist of the unaudited pro forma combined statements of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 and an unaudited pro forma combined balance sheet as of September 30, 2018. The unaudited pro forma combined financial statements are derived from our historical Combined Interim Financial Statements included in our Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018, and are not intended to be a complete presentation of our financial position or results of operations had the Spin-Off and related transactions described below occurred as of the dates indicated. The unaudited pro forma combined financial statements should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical Combined Interim Financial Statements and the accompanying Notes included in the Form 10-Q.

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 reflect our results as if the Spin-Off and related transactions described below had occurred as of January 1, 2017. The unaudited pro forma combined balance sheet as of September 30, 2018 reflects our results as if the Spin-Off and related transactions described below had occurred as of such date.

The unaudited pro forma combined financial statements give effect to the following:

The unaudited pro forma combined financial statements are subject to the assumptions and adjustments described in the accompanying notes that reflect the expected impacts of events directly attributable to the Spin-Off and that are factually supportable and, for purposes of statements of operations, are expected to have a continuing impact on us. The unaudited pro forma combined financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of our future results of operations or financial condition as an independent, publicly traded company.

The operating expenses reported in our historical combined statements of operations include allocations of certain Honeywell costs. These costs include the allocation of all Honeywell corporate costs, shared services and other related costs that benefit us.

As a stand-alone public company, we have incurred, and expect to continue to incur additional recurring costs. The significant assumptions involved in determining our estimates of recurring costs of being a stand-alone public company include:

No pro forma adjustments have been made to our financial statements to reflect the additional costs and expenses described above because they are projected amounts based on estimates and would not be factually supportable.

We currently estimate that we will incur between $50 million and $55 million in costs associated with becoming a stand-alone public company within 24 months of the Distribution. The accompanying unaudited pro forma combined statements of operations are not adjusted for these estimated expenses as they are also projected amounts based on estimates and would not be factually supportable. These expenses primarily relate to the following:

Due to the scope and complexity of these activities, the amount of these costs could increase or decrease materially and the timing of incurrence could change.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2018

(Dollars in millions, except per share data)

See accompanying notes to the unaudited pro forma combined financial statements.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED

DECEMBER 31, 2017

(Dollars in millions, except per share data)

See accompanying notes to the unaudited pro forma combined financial statements.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2018

(Dollars in millions)

See accompanying notes to the unaudited pro forma combined financial statements.

GARRETT MOTION INC

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Indemnification and Reimbursement Agreement to Honeywell:

Reflects the impact of the Indemnification and Reimbursement Agreement with Honeywell pursuant to which, following the Spin-Off, we have an obligation to make cash 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 our predecessor, the Transportation Systems Business of Honeywell, 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 the Company in respect of such liabilities arising any given year is subject 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) (the “Distribution Date Currency Exchange Rate”) equivalent of $175 million.

As of September 30, 2018, the Company would have $1,353 million of liability (net of insurance assets owed to Honeywell) under the Indemnification and Reimbursement Agreement, calculated as 90% of the historical amounts reported for asbestos and environmental liabilities, net of insurance recoveries. Such obligations payable to Honeywell have been presented as current and non-current liabilities based on the proportionate classifications of the historical amounts reported. Accordingly, the following historical amounts reported will be reversed and replaced by the obligations payable to Honeywell as follows as of September 30, 2018:

In addition, Other expense, net will decrease by $13 million and $13 million for nine months ended September 30, 2018 and year ended December 31, 2017, respectively, which is the difference between historical expense as reported under 100% carryover basis and the payment expense pursuant to the Indemnification and Reimbursement Agreement.

Tax Matters Agreement

Pursuant to the Tax Matters Agreement, we have agreed to make payments to a subsidiary of Honeywell in an amount payable in Euros (calculated by reference to the Distribution Date Currency Exchange Rate) representing the net tax liability of Honeywell under the mandatory transition tax attributable to Garrett, as determined by Honeywell. This amount will be payable in installments over 8 years. For purposes of the pro forma financial statements, we assume the cumulative payments will be $240 million and the associated liability has been included in Obligations payable to Honeywell, current and Obligations payable to Honeywell of $38 million and $202 million, respectively, as of September 30, 2018. In addition, pursuant to the Tax Matters Agreement, we have agreed to make payments to a subsidiary of Honeywell or taxing authority in case of any adjustment pursuant to a determination with respect to any tax return filed by Honeywell attributable to Garrett or other tax costs incurred by Honeywell in connection with transactions undertaken in anticipation of the Spin-Off as determined by Honeywell. For purposes of the pro forma financial statements, we assume the payments will be $85 million. The associated liability for these payments has been included in Obligations payable to Honeywell, $71 million, and Other Liabilities, $14 million, as of September 30, 2018.

Summary of Obligations Payable to Honeywell pursuant to the Tax Matters Agreement

Summary of Total Obligations Payable to Honeywell

A 1/8% variance in the estimated weighted average interest rate on the debt incurrence would change the annual interest expense by approximately $2 million.

Reflects a $14 million reduction to net Deferred Income Taxes recognized on a separate return basis in the September 30, 2018 Combined Balance Sheet that was not recognized on the balance sheet on the date of the separation. This amount primarily relates to net operating loss carryforwards that will not more likely than not be utilized on future income tax returns of $32 million, partially offset by a reduction to tax costs expected to be incurred in connection with future distributions of $17 million. In addition, there is a reclassification of $47 million from Invested Equity to Accrued Liabilities for income taxes payable that are expected to be settled by Garrett after the Spin-Off.

Due to related parties, current:

Also included in the pro forma financial statements is an adjustment to Accumulated other comprehensive income of $10 million as of September 30, 2018 related to the settlement of foreign currency exchange contracts.