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8-K/A - 8-K/A - Federal-Mogul Holdings LLCd794274d8ka.htm
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EX-99.1 - EX-99.1 - Federal-Mogul Holdings LLCd794274dex991.htm
EX-99.3 - EX-99.3 - Federal-Mogul Holdings LLCd794274dex993.htm

Exhibit 99.2

Friction Materials Business

Combined Statements of Operations

(Unaudited)

(Dollars in thousands)

 

     Three Months Ended
March 31,
 
     2014     2013  

Revenue

   $ 149,225      $ 138,827   

Costs, expenses and other:

    

Costs of goods sold

     140,001        141,573   

Selling, general and administrative expenses

     15,354        11,725   

Repositioning charges

     595        —     
  

 

 

   

 

 

 

Interest and other financial charges (income)

     435        (226
  

 

 

   

 

 

 
     156,385        153,072   

Loss before taxes

     (7,160     (14,245

Income taxes

     3,862        1,899   
  

 

 

   

 

 

 

Net loss

   $ (3,298   $ (12,346
  

 

 

   

 

 

 

The Notes to Combined Financial Statements are an integral part of this statement

 

1


Friction Materials Business

Combined Statements of Comprehensive Loss

(Unaudited)

(Dollars in thousands)

 

     Three Months Ended
March 31,
 
     2014     2013  

Net loss

   $ (3,298   $ (12,346

Other comprehensive income (loss), net of tax

    

Foreign exchange translation adjustment

     (242     (2,662
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

     (242     (2,662
  

 

 

   

 

 

 

Comprehensive loss

   $ (3,540   $ (15,008
  

 

 

   

 

 

 

The Notes to Combined Financial Statements are an integral part of this statement

 

2


Friction Materials Business

Combined Balance Sheets

(Unaudited)

(Dollars in thousands)

 

     March 31,
2014
     December 31,
2013
 

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 5,498       $ 10,897   

Accounts and other receivables – net

     154,956         127,088   

Inventories – net

     82,632         82,449   

Deferred income taxes

     2,078         2,071   

Other current assets

     4,596         3,795   
  

 

 

    

 

 

 

Total current assets

     249,760         226,300   

Property, plant and equipment – net

     163,586         162,700   

Deferred income taxes

     2,924         2,925   

Other assets

     12,497         12,637   
  

 

 

    

 

 

 

Total assets

   $ 428,767       $ 404,562   
  

 

 

    

 

 

 

LIABILITIES

     

Current liabilities:

     

Accounts payable

   $ 121,916       $ 120,406   

Deferred income taxes

     2,924         2,925   

Accrued liabilities

     81,741         87,266   

Other current liabilities

     2,295         2,183   
  

 

 

    

 

 

 

Total current liabilities

     208,876         212,780   

Deferred income taxes

     2,041         2,034   

Accrued pension obligation

     65,163         64,582   

Other liabilities

     15,448         23,092   
  

 

 

    

 

 

 

Total liabilities

   $ 291,528       $ 302,488   
  

 

 

    

 

 

 

CONTINGENCIES – Note 10

     

EQUITY

     

Invested equity

   $ 99,527       $ 64,120   

Accumulated other comprehensive income

     37,712         37,954   
  

 

 

    

 

 

 

Total equity

     137,239         102,074   
  

 

 

    

 

 

 

Total liabilities and equity

   $ 428,767       $ 404,562   
  

 

 

    

 

 

 

The Notes to Combined Financial Statements are an integral part of this statement

 

3


Friction Materials Business

Combined Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

 

     Three Months Ended
March 31,
 
     2014     2013  

Cash flows from operating activities:

    

Net loss

   $ (3,298   $ (12,346

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     4,294        3,236   

Repositioning charges

     595        —     

Repositioning payments

     (9,359     (3,527

Deferred income taxes

     —          (659

Changes in assets and liabilities:

    

Accounts and other receivables

     (27,669     (19,133

Inventories

     (213     (5,413

Accounts payable

     3,134        (12,134

Accrued liabilities

     2,792        4,401   

Current deferred taxes

     48        2,560   

Other assets and liabilities

     (6,841     4,774   
  

 

 

   

 

 

 

Net cash used by operating activities

     (36,517     (38,241

Cash flows from investing activities:

    

Expenditures for property, plant and equipment

     (7,526     2,450   
  

 

 

   

 

 

 

Net cash (used for) investing activities

     (7,526     2,450   

Cash flows from financing activities:

    

Net increase in invested equity

     38,705        27,965   
  

 

 

   

 

 

 

Net cash (used for) financing activities

     38,705        27,965   

Effect of foreign exchange rate changes on cash and cash equivalents

     (61     (102
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (5,399     (7,928

Cash and cash equivalents at beginning of period

     10,897        14,823   
  

 

 

   

 

 

 

Cash and cash equivalents at the end of period

   $ 5,498      $ 6,895   
  

 

 

   

 

 

 

Supplemental non-cash investing activities:

    

Capital expenditures included in Accounts payable

   $ 5,353      $ 855   
  

 

 

   

 

 

 

The Notes to Combined Financial Statements are an integral part of this statement

 

4


Friction Materials Business

Notes to Combined Financial Statements

(Unaudited)

(Dollars in thousands, except where otherwise noted)

Note 1 BASIS OF PRESENTATION

In the opinion of management, the accompanying Unaudited Combined Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Friction Materials business (“Friction Materials”, “the Business” or “we”) at March 31, 2014 and the results of operations and cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the three months ended March 31, 2014 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year.

We report our quarterly financial information using a calendar convention; that is, the first, second and third quarters are consistently reported as ending on March 31, June 30 and September 30, respectively. It has been our practice to establish actual quarterly closing dates using a predetermined “fiscal” calendar, which requires our businesses to close their books on a Saturday in order to minimize the potentially disruptive effects of quarterly closing on our business processes. The effects of this practice are generally not significant to reported results for any quarter and only exist within a reporting year. In the event that differences in actual closing dates are material to year-over-year comparisons of quarterly or year-to-date results, we provide appropriate disclosures. Our actual closing dates for the three months ended March 31, 2014 and 2013 were March 29, 2014 and March 30, 2013, respectively.

Friction Materials represents the global braking products operations of Honeywell International Inc. (“Honeywell” or “the Parent”), except for the United States aftermarket operations and joint ventures in Australia, Thailand and Malaysia. The Business is primarily located in Europe, Asia, and Latin America, and consists of operating units of Honeywell and wholly owned direct and indirect subsidiaries. The Business manufactures and sells disc brake pads and shoes, and sells through aftermarket channels, disc and drum brake components, brake linings, disc brake pads and shoes, brake hydraulic components and brake fluid that are used in the automotive, heavy vehicle, railway and military industries.

On January 7, 2014, Honeywell entered into a definitive agreement to sell Friction Materials to Federal Mogul Corporation for cash consideration of approximately $155 million (the “Agreement”). Pursuant to the terms of the Agreement, certain assets and liabilities of the Business are excluded from the transaction (“the Excluded Assets and Liabilities”), including the closed facilities at Conde, France and Guangzhou, China. The Excluded Assets and Liabilities have been included in the basis of presentation of the Unaudited Combined Financial Statements.

The financial information as of March 31, 2014 should be read in conjunction with the combined financial statements for the year ended December 31, 2013, which were issued on April 1, 2014.

These Unaudited Combined Financial Statements were derived from the consolidated financial statements and accounting records of Honeywell International Inc. (“Honeywell” or “the Parent”). These statements reflect the combined historical results of operations, financial position and cash flows of Friction Materials, as they were historically managed in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Honeywell uses a centralized approached to cash management and financing of its operations. The majority of the Business’ cash is transferred to Honeywell daily and Honeywell funds its operating assets and investing activities as needed. This centralized approach to cash management was necessary to enable the Business to meet its liquidity needs. This arrangement is not reflective of the manner in which the Business would have been able to finance its operations had it been a stand-alone business separate from Honeywell during the periods presented. Cash transfers to and from Honeywell’s cash management accounts are reflected within Invested Equity.

Note 2 RECENT ACCOUNTING PRONOUCEMENTS

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification.

The Company considers the applicability and impact of all ASU’s. ASU’s not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the combined financial position or results of operations.

 

5


Friction Materials Business

Notes to Combined Financial Statements

(Unaudited)

(Dollars in thousands, except where otherwise noted)

 

In March 2013, the FASB issued amendments to address the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The initial adoption had no impact on our combined financial position and results of operations.

In July 2013, the FASB issued amendments to guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments require entities to present an unrecognized tax benefit netted against certain deferred tax assets when specific requirements are met. However, the amendments only affect gross versus net presentation and do not impact the calculation of the unrecognized tax benefit. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The implementation of the amended guidance did not have a material impact on our combined financial position.

In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Nonpublic entities received delayed effective dates for annual reporting periods beginning after December 15, 2017, and interim periods beginning after December 15, 2018. The guidance permits the use of either a retrospective or cumulative effect transition method. The Business has not yet selected a transition method and is currently evaluating the impact of the amended guidance on the Combined Financial Statements.

Note 3 RELATED PARTY TRANSACTIONS WITH HONEYWELL

The Unaudited Combined Financial Statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Honeywell.

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 a basis that the Business and Honeywell consider a reasonable reflection of the benefits received by the Business. During the three months ended March 31, 2014 and 2013, Friction Materials was allocated $3,740 and $3,625, respectively, of general corporate expenses incurred by Honeywell and is included within Cost of goods sold and Selling, general and administrative expenses in the Combined Statements of Operations. As certain expenses reflected in the Unaudited Combined Financial Statements include allocations of corporate expenses from Honeywell, these statements could differ from those that would have resulted had Friction Materials operated autonomously or independently of Honeywell and its subsidiaries.

Friction Materials had receivables due from Honeywell and other of Honeywell’s businesses as of March 31, 2014 and December 31, 2013 of $302 and $794, respectively, primarily related to the sale of inventory. The receivables are reported within Accounts and other receivables – net in the Combined Balance Sheets. Friction Materials had payables due to Honeywell and other of Honeywell’s businesses as of March 31, 2014 and December 31, 2013 of $2,750 and $4,437, respectively, primarily related to payroll expenses for its direct employees. The payables are reported within Accounts payable in the Combined Balance Sheets.

Honeywell uses a centralized approach to cash management and financing of its operations. The majority of the Business’ cash is transferred to Honeywell daily and Honeywell funds its operating and investing activities as needed.

 

6


Friction Materials Business

Notes to Combined Financial Statements

(Unaudited)

(Dollars in thousands, except where otherwise noted)

 

Net transfers to Honeywell are included within Invested equity on the Combined Statements of Equity. The components of the net transfers to Honeywell for the three months ended March 31, 2014 and 2013 are as follows:

 

     Three Months Ended
March 31,
 
     2014     2013  

Cash pooling and general financing activities

   $ 38,827      $ 26,239   

Corporate allocations

     3,740        3,625   

Income tax benefit

     (3,862     (1,899
  

 

 

   

 

 

 

Net increase in invested equity

   $ 38,705      $ 27,965   
  

 

 

   

 

 

 

Note 4 REPOSITIONING CHARGES

The Business recognized repositioning charges totalling $595 for the quarter ended March 31, 2014 related to the planned shutdown of a manufacturing facility. The Business did not recognize repositioning charges for the quarter ended March 31, 2013.

The following table summarizes the status of our total repositioning reserves:

 

     Severance
Costs
    Exit
Costs
    Asset
Impairments
     Total  

Balance at December 31, 2013

   $ 32,538      $ 21,121      $ —         $ 53,659   

2014 charges

     595        —          —           595   

2014 usage—cash

     (7,515     (1,844     —           (9,359

Foreign currency translation

     79        24        —           103   
  

 

 

   

 

 

   

 

 

    

 

 

 

Balance at March 31, 2014

   $ 25,697      $ 19,301      $ —         $ 44,998   
  

 

 

   

 

 

   

 

 

    

 

 

 

Note 5 INCOME TAXES

In July 2013, the FASB issued amendments to guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments require entities to present an unrecognized tax benefit netted against certain deferred tax assets when specific requirements are met. However, the amendments only affect gross versus net presentation and do not impact the calculation of the unrecognized tax benefit. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The implementation of the amended guidance resulted in $2,406 of unrecognized tax benefits to be shown net against deferred tax assets.

In many cases the Business’ uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. As of December 31, 2013, the Business’ uncertain tax positions primarily related to ongoing and anticipated future audits in France and Germany. For the quarter ended March 31, 2014, the Company decreased its unrecognized tax benefits by $5,425 due to the closure of a tax examination in France.

Note 6 ACCOUNTS AND OTHER RECEIVABLES – NET

 

     March 31,
2014
    December 31,
2013
 

Trade

   $ 126,983      $ 102,132   

Value added tax

     22,794        21,536   

Other

     14,586        12,234   
  

 

 

   

 

 

 

Less – allowance for doubtful accounts

     (9,407     (8,814
  

 

 

   

 

 

 

Total accounts and other receivables – net

   $ 154,956      $ 127,088   
  

 

 

   

 

 

 

 

7


Friction Materials Business

Notes to Combined Financial Statements

(Unaudited)

(Dollars in thousands, except where otherwise noted)

 

Note 7 INVENTORIES – NET

 

     March 31,
2014
    December 31,
2013
 

Raw materials

   $ 20,769      $ 22,344   

Work in progress

     14,111        12,557   

Finished goods

     53,846        54,415   
  

 

 

   

 

 

 

Less – inventory reserves

     (6,094     (6,867
  

 

 

   

 

 

 

Total inventories – net

   $ 82,632      $ 82,449   
  

 

 

   

 

 

 

Note 8 ACCRUED LIABILITIES

 

     March 31,
2014
     December 31,
2013
 

Compensation, benefit and other employee related

   $ 17,833       $ 15,628   

Repositioning (Note 4)

     44,998         53,659   

Accrued pension obligation

     4,436         4,421   

Other (primarily operating expenses)

     14,474         13,558   
  

 

 

    

 

 

 

Total accrued liabilities

   $ 81,741       $ 87,266   
  

 

 

    

 

 

 

Note 9 ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in accumulated other comprehensive income (loss) are as follows:

 

     Pretax     Tax      After
Tax
 

March 31, 2014

       

Foreign exchange translation adjustment

   $ (242   $ —         $ (242
  

 

 

   

 

 

    

 

 

 

Total

   $ (242   $ —         $ (242
  

 

 

   

 

 

    

 

 

 

March 31, 2013

       

Foreign exchange translation adjustment

   $ (2,662   $ —         $ (2,662
  

 

 

   

 

 

    

 

 

 

Total

   $ (2,662   $ —         $ (2,662
  

 

 

   

 

 

    

 

 

 

The changes in the components of accumulated other comprehensive income (loss) are as follows:

 

Balance at December 31, 2013

   $  37,954   

Cumulative foreign exchange translation adjustments

     (242
  

 

 

 

Balance at March 31, 2014

   $ 37,712   
  

 

 

 

Balance at December 31, 2012

   $ 28,839   

Cumulative foreign exchange translation adjustments

     (2,662
  

 

 

 

Balance at March 31, 2013

   $ 26,177   
  

 

 

 

Note 10 COMMITMENTS AND CONTINGENCIES

The Business is subject to a number of lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of the Business, including matters relating to commercial transactions, intellectual property, asbestos exposure, and health and safety matters. A liability is recognized for any contingency that is probable of occurrence and reasonably estimable. The Business 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.

 

8


Friction Materials Business

Notes to Combined Financial Statements

(Unaudited)

(Dollars in thousands, except where otherwise noted)

 

Friction Materials had asbestos liabilities of approximately $9,064 and $9,191 as of March 31, 2014 and December 31, 2013, respectively.

Given the uncertainty inherent in litigation and investigations, the Business does not believe it is possible to develop estimates of reasonably possible loss in excess of current accruals for these matters. Considering the Business’ past experience and existing accruals, the Business does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on the combined financial position. Because most contingencies are resolved over long periods of time, potential liabilities are subject to change due to new developments, changes in settlement strategy or the impact of evidentiary requirements, which could cause us to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse effect on the Business’ results of operations or operating cash flows in the periods recognized or paid.

Note 11 SUBSEQUENT EVENTS

We evaluated subsequent events for recognition or disclosure through August 18, 2014, the date the Unaudited Combined Financial Statements were available to be issued.

On July 11, 2014, Honeywell completed the sale of Friction Materials to Federal Mogul Corporation for approximately $155 million.

 

9