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Garrett Motion Inc. (Exact Name of Registrant As Specified in Its Charter)

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Garrett Motion Inc. (Exact Name of Registrant As Specified in Its Charter) As filed with the Securities and Exchange Commission on September 5, 2018. File No. 001-38636 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Garrett Motion Inc. (Exact name of registrant as specified in its charter) Delaware 82-4873189 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) La Pièce 16, Rolle, Switzerland 1180 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: +41 21 695 30 00 Securities to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class to be so Registered Which Each Class is to be Registered Common Stock, par value $0.001 per share New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None. 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 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 ‘ Accelerated filer ‘ Non-accelerated filer È (Do not check if a smaller reporting company) Smaller reporting company ‘ 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. ‘ Garrett Motion Inc. Information Required in Registration Statement Cross-Reference Sheet between the Information Statement and Items of Form 10 This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement, which is Exhibit 99.1 to this Registration Statement on Form 10. Item No. Name of Item Location in Information Statement 1. Business See “Information Statement Summary,” “Business,” “The Spin-Off,” “Capitalization,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information” 1A. Risk Factors See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” 2. Financial Information See “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 3. Properties See “Business—Properties” 4. Security Ownership of Certain Beneficial Owners and See “Security Ownership of Certain Beneficial Owners Management and Management” 5. Directors and Executive Officers See “Management” 6. Executive Compensation See “Management” and “Compensation Discussion and Analysis” 7. Certain Relationships and Related Transactions, and See “Risk Factors,” “Management” and “Certain Director Independence Relationships and Related Party Transactions” 8. Legal Proceedings See “Business—Legal Proceedings” 9. Market Price of and Dividends on the Registrant’s See “The Spin-Off,” “Dividend Policy,” “Security Common Equity and Related Shareholder Matters Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock” 10. Recent Sales of Unregistered Securities See “Description of Our Capital Stock” 11. Description of Registrant’s Securities to be Registered See “Description of Our Capital Stock” 12. Indemnification of Directors and Officers See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions— Agreements with Honeywell—Separation and Distribution Agreement” 13. Financial Statements and Supplementary Data See “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Combined Financial Statements” and the financial statements referenced therein 14. Changes in and Disagreements with Accountants on None Accounting and Financial Disclosure 15. Financial Statements and Exhibits (a) Combined Financial Statements See “Index to Combined Financial Statements,” “Unaudited Pro Forma Combined Financial Statements” and the financial statements referenced therein (b) Exhibits See the Exhibit Index of this Registration Statement on Form 10 EXHIBIT INDEX Exhibit Number Exhibit Description 2.1 Form of Separation and Distribution Agreement between Honeywell International Inc. and the registrant+** 2.2 Form of Transition Services Agreement between Honeywell International Inc. and Garrett Transportation I Inc.+** 2.3 Form of Tax Matters Agreement between Honeywell International Inc. and the registrant+** 2.4 Form of Employee Matters Agreement between Honeywell International Inc. and the registrant+** 2.5 Form of Intellectual Property Agreement between Honeywell International Inc. and the registrant+** 2.6 Form of Trademark License Agreement between Honeywell International Inc. and the registrant+** 2.7 Form of Indemnification and Reimbursement Agreement by and among Honeywell ASASCO, Inc., Honeywell ASASCO 2, Inc., and Honeywell International Inc.** 3.1 Form of Amended and Restated Certificate of Incorporation of the registrant+ 3.2 Form of Amended and Restated By-Laws of the registrant+ 10.1 Offer Letter for Olivier Rabiller, dated May 2, 2018+ 10.2 Employment Contract for Alessandro Gili, dated May 2, 2018+ 10.3 Offer Letter of Daniel Deiro, dated June 1, 2018+ 10.4 Offer Letter of Thierry Mabru, dated June 1, 2018+ 10.5 Offer Letter of Craig Balis, dated June 1, 2018+ 21.1 List of subsidiaries of the registrant+ 99.1 Preliminary Information Statement 99.2 Pertinent pages from Honeywell International Inc.’s Proxy Statement, dated March 8, 2018, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934+ 99.3 Pertinent pages from the Annual Report of Honeywell International Inc. on Form 10-K for the fiscal year ended December 31, 2017, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934+ + Previously filed. ** Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and similar attachments upon request by the U.S. Securities and Exchange Commission. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized. GARRETT MOTION INC. By: /s/ Su Ping Lu Name: Su Ping Lu Title: President DATED: September 5, 2018 Exhibit 99.1 , 2018 Dear Honeywell Shareowner: On October 10, 2017, we announced our intention to spin our Transportation Systems automotive business. I am pleased to confirm that we expect to distribute to you shares in the new company, Garrett Motion Inc., at the end of the third quarter. Garrett will be listed on the New York Stock Exchange under the ticker symbol GTX. I continue to be extraordinarily excited about the future of this business under the leadership of a strong executive team and with the support of a very capable and diverse board of directors. Transportation Systems has built an outstanding track record of operational excellence as part of Honeywell, and I am confident this will continue once Garrett becomes an independent, public company. Garrett’s starting point will be decades of expertise as a market leader in developing new technologies for the global automotive turbocharger industry, which is constantly evolving. Emerging global opportunities in e-boosting, e-turbos, integrated vehicle health management, and cyber security will be a driving force for the future across all powertrain platforms, including hybrids and hydrogen fuel cells. As an independent company, Garrett will be uniquely positioned to address these challenges with a dedicated team and capital investment strategy that will drive growth in new vectors like electrification and connected vehicle technologies. I encourage you to read the attached information statement about Garrett, as well as the supplemental information on Honeywell’s investor relations website. The information statement describes the spin in detail and contains important business and financial information. Once the spin is effective, each Honeywell shareowner will receive shares of Garrett Motion Inc. based on the number of shares of Honeywell common stock such shareowner holds as of the record date. Today’s announcement reflects our continued commitment to generate shareowner value as we become the premier software-industrial company. I am confident that Garrett will be successful following its separation from Honeywell, and look forward to the bright futures of both companies. Sincerely, Darius Adamczyk Chairman and CEO Honeywell , 2018 To Our Future Garrett Shareowners: Welcome to Garrett, a global leader in the rapidly growing and dynamic turbocharger industry. As President and CEO of the new company, I would like to personally share with you that the entire team is excited to launch our company in the coming days, and we look forward to delivering long-term value for our future shareholders. Garrett is a company that anticipates, innovates and enables solutions to address the challenges of advancing motion in the automotive industry across all powertrain
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