Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Affinia Group Intermediate Holdings Inc. | |
Entity Central Index Key | 1,328,655 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 238 | $ 248 | $ 682 | $ 741 |
Cost of sales | (176) | (181) | (513) | (545) |
Gross profit | 62 | 67 | 169 | 196 |
Selling, general and administrative expenses | (36) | (34) | (103) | (110) |
Operating profit | 26 | 33 | 66 | 86 |
Other income and expense, net | (4) | (5) | (9) | |
Interest expense | (14) | (15) | (40) | (45) |
Income from continuing operations before, income tax provision, and noncontrolling interest | 8 | 18 | 21 | 32 |
Income tax provision | (4) | (8) | (13) | (20) |
Net income (loss) from continuing operations | 4 | 10 | 8 | 12 |
(Loss) income from discontinued operations, net of tax | (37) | 13 | (36) | 45 |
Net (loss) income | $ (33) | $ 23 | $ (28) | $ 57 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net (loss) income | $ (33) | $ 23 | $ (28) | $ 57 |
Other comprehensive income (loss), net of tax: | ||||
Change in fair value | 0 | 0 | 1 | 0 |
Reclassification earnings | 0 | 0 | (1) | 0 |
Foreign currency translation adjustments | 9 | (20) | (15) | (13) |
Total other comprehensive income (loss) | 6 | (19) | (19) | (17) |
Total comprehensive (loss) income | (27) | 4 | (47) | 40 |
Interest Rate Swap [Member] | ||||
Other comprehensive income (loss), net of tax: | ||||
Change in fair value | (4) | 1 | (6) | (4) |
Reclassification earnings | $ 1 | $ 0 | $ 2 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 114 | $ 26 |
Restricted cash | 6 | 4 |
Trade accounts receivable, less allowances of $4 million at September 30, 2015 and $4 million at December 31, 2014 | 88 | 89 |
Inventories, net | 166 | 145 |
Current deferred taxes | 20 | 20 |
Prepaid taxes | 13 | 18 |
Other current assets | 16 | 43 |
Current assets of discontinued operations | 53 | 199 |
Total current assets | 476 | 544 |
Property, plant, and equipment, net | 109 | 109 |
Goodwill | 3 | 3 |
Other intangible assets, net | 47 | 54 |
Deferred financing costs | 11 | 14 |
Deferred income taxes | 105 | 95 |
Investments and other assets | 5 | 2 |
Total assets | 756 | 821 |
Current liabilities: | ||
Accounts payable | 97 | 99 |
Notes payable | 204 | 19 |
Other accrued expenses | 63 | 43 |
Accrued payroll and employee benefits | 16 | 16 |
Current liabilities of discontinued operations | 23 | 58 |
Total current liabilities | 403 | 235 |
Long-term debt | 616 | 792 |
Deferred employee benefits and other noncurrent liabilities | 16 | 13 |
Total liabilities | $ 1,035 | $ 1,040 |
Contingencies and commitments | ||
Shareholder's deficit: | ||
Additional paid-in capital | $ 458 | $ 455 |
Accumulated deficit | (665) | (622) |
Accumulated other comprehensive loss | (72) | (53) |
Total shareholder's deficit of the Company | (279) | (220) |
Noncontrolling interest in consolidated subsidiaries | 1 | |
Total shareholder's deficit | (279) | (219) |
Total liabilities and shareholder's deficit | $ 756 | $ 821 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowances | $ 4 | $ 4 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net (loss) income | $ (28) | $ 57 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 15 | 15 |
Currency devaluation | 0 | 7 |
Loss (gain) on sale of businesses | 45 | (32) |
Non-cash reserves | 6 | 0 |
Stock-based compensation | 3 | 0 |
Write-off of unamortized deferred financing costs | 0 | 1 |
Provision for deferred income taxes | (10) | (29) |
Change in trade accounts receivable | (4) | (58) |
Change in inventories | (31) | (19) |
Change in other current operating assets | 28 | 3 |
Change in other current operating liabilities | 28 | 54 |
Change in other | (4) | 5 |
Net cash provided by operating activities | 48 | 4 |
Investing activities | ||
Proceeds from the sale of businesses, net of cash transferred | 56 | 149 |
Proceeds from the sale of an equity method investment | 0 | 4 |
Change in restricted cash | (2) | 0 |
Additions to property, plant and equipment | (17) | (18) |
Net cash provided by investing activities | 37 | 135 |
Financing activities | ||
Proceeds from other debt | 24 | 0 |
Repayments of other debt | (15) | (10) |
Repayment of term loans | 0 | (109) |
Proceeds from stock options exercised | 1 | 0 |
Distribution to shareholders | (15) | (57) |
Other financing activities | (1) | 0 |
Net cash used in financing activities | (6) | (176) |
Effect of exchange rates on cash | (9) | (6) |
Increase (decrease) in cash and cash equivalents | 70 | (43) |
Cash and cash equivalents at beginning of the period | 45 | 101 |
Cash and cash equivalents at end of the period | $ 115 | $ 58 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Affinia Group Intermediate Holdings Inc. (“Affinia” or the “Company”), headquartered in Gastonia, North Carolina, is an innovative global leader in the design, manufacture, distribution and marketing of industrial grade filtration products and services and replacement products in South America. The Company’s broad range of filtration and other products are sold in North America, Europe, South America, Asia and Africa. The Company’s brands include WIX ® ® ® ® ® MANN+HUMMEL Merger The Company is wholly-owned by Affinia Group Holdings Inc. (“Holdings”), a company controlled by affiliates of The Cypress Group, L.L.C. (“Cypress”). On August 13, 2015, Holdings, a Delaware corporation, entered into an agreement and plan of merger (the “Merger Agreement”) with MANN+HUMMEL Holding GmbH, a German limited liability company (“MANN+HUMMEL”). Subject to the terms and conditions set forth in the Merger Agreement, the aggregate merger consideration payable to Affinia Canada ULC and Affinia Southern Holdings LLC (collectively, “Sellers”), is $513.1 million (i) minus adjustments reflecting transaction expenses, a $10 million escrow to cover limited indemnities and an amount reserved for the payment of expenses incurred by the sellers’ representative and (ii) plus adjustments reflecting adjusted net proceeds from the sale of the Company’s Brazilian operations previously announced and the sale of the Company’s Argentinian and Uruguayan operations (collectively, the “ASA Transactions”) and a daily interest factor applied to the purchase price. At the effective time of the Merger, each outstanding share of Holdings will be converted into the right to receive a proportionate share of the aggregate consideration, plus a contingent right to receive a portion of the escrow amount and the amount reserved for expenses of the sellers’ representative, in each case at the time and upon satisfaction of the conditions specified in the Merger Agreement. The Merger Agreement has been approved by the Board of Directors of Holdings as well as all required governing bodies of MANN+HUMMEL (including its Supervisory Board) and the Board of Directors and stockholder of merger sub. Consummation of the Merger is subject to certain customary conditions, including, among others, adoption of the Merger Agreement by the holders of a majority of the issued and outstanding shares of Holdings common stock, holders of no more than five percent of the common stock of Holdings exercising dissenters’ rights, receipt of any required regulatory approvals and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of any order, judgment, injunction, decree, stipulation or determination prohibiting the Merger, and completion of the Affinia South America (“ASA”) Transactions. It is currently anticipated that this transaction will close by the first quarter of 2016 or earlier depending on timing of regulatory approvals and satisfaction of other closing conditions. The Merger Agreement contains representations and warranties customary for transactions of this type. Holdings has agreed to various covenants and agreements, including, among others, agreements to (i) conduct its business in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the closing thereunder and (ii) not engage in certain kinds of transactions during this period, including transactions involving leakage to the Sellers. The Merger Agreement also contains certain termination provisions for Holdings and MANN+HUMMEL, including, among others, termination rights for Holdings and MANN+HUMMEL in the event the Merger has not closed within eight months after the date of the Merger Agreement, extended up to sixty days if necessary for Holdings to complete the ASA Transactions (the “Outside Date”) or in the event there is a breach of a representation, warranty, covenant or agreement by the other party which cannot be cured by the Outside Date. Affinia South America (“ASA”) Disposal In the second quarter of 2015, management committed to a plan to sell Pellegrino Distribuidora de Autopecas Ltda. (“Pellegrino”) and Affinia Automotiva Ltda. (“Automotiva”), collectively referred to as “ASA Brazil.”. The Company completed the sale of Pellegrino in September 2015 and the sale of Automotiva in October 2015. Additionally, in the third quarter of 2015 the Company executed definitive purchase and sale agreements for the remaining ASA operations in Argentina and Uruguay and completed the disposition of these businesses through sale in September 2015. Accordingly, the results of operations of the former ASA segment have been included as a component of discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. With the completion of these transactions in 2015, all of the businesses that comprised the ASA segment have been disposed of through sale. See Note 5 to the Condensed Consolidated Financial Statements, “Discontinued Operations”, for additional information. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. In these Notes to the Condensed Consolidated Financial Statements, the term the “Company,” refers to Affinia Group Intermediate Holdings Inc. and its direct and indirect subsidiaries on a consolidated basis. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. BASIS OF PRESENTATION These Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these Condensed Consolidated Financial Statements do not include all information and notes required by GAAP in the U.S. for annual financial statements. Because the interim Condensed Consolidated Financial Statements and Notes do not include all information and notes required by GAAP in the U.S. for annual financial statements, the Condensed Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the Consolidated Financial Statements and Notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. These Condensed Consolidated Financial Statements reflect all normal recurring adjustments that, in the opinion of management, are necessary to fairly present the financial position and results of operations. Amounts reported in the interim Condensed Consolidated Statement of Operations and the interim Condensed Consolidated Statements of Comprehensive Income (Loss) are not necessarily indicative of amounts expected for the respective annual periods. In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Pronouncements | 3. NEW ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Issued But Not Yet Adopted In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11 “ Simplifying the Measurement of Inventory In April 2015, the “FASB” issued “ASU” 2015-03 “ Simplifying the Presentation of Debt Issuance Costs In May 2014, the “FASB” issued “ASU” 2014-09, “ Revenue from Contracts with Customers. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern.” Adopted Accounting Pronouncements In April 2014, the FASB issued ASU 2014-08, “ Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 4. SEGMENT INFORMATION The Company has one operating segment, Filtration, which is considered a reportable segment under ASC 280 “ Segment Reporting Filtration’s products fit medium and heavy duty trucks, light vehicles, equipment in the off-highway market (i.e. residential and non-residential construction, mining, forestry and agricultural) and equipment for industrial and marine applications. Filtration’s products include oil, air, fuel, cabin air, coolant, hydraulic and other filters for many types of vehicles and machinery. The products are sold under well-known brands, such as WIX ® ® ® Prior to the third quarter of 2015, the Company presented ASA as a separate reportable segment. As discussed further in Note 5 to the Consolidated Financial Statements, “Discontinued Operations”, in the second quarter of 2015, management committed to a plan to sell ASA Brazil. At that time, ASA Brazil met the criteria of assets held for sale under ASC Topic 205, “ Presentation of Financial Statements The following table presents financial information for our Filtration segment, as well as for corporate, eliminations and other, and on a consolidated basis: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 (Dollars in millions) Filtration Corporate, Eliminations Consolidated Filtration Corporate, Eliminations & Other Consolidated Net Sales $ 238 $ — $ 238 $ 248 $ — $ 248 Operating Profit 41 (15 ) 26 46 (13 ) 33 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 (Dollars in millions) Filtration Corporate, Eliminations & Other Consolidated Filtration Corporate, Eliminations & Other (a) Consolidated Net Sales $ 682 $ — $ 682 $ 732 $ 9 $ 741 Operating Profit 103 (37 ) 66 125 (39 ) 86 (a) The nine months ended September 30, 2014 includes $9 million of net sales and operating profit of $3 million associated with ASA’s Venezuelan operations, which were shut down in June 2014. As these operations did not meet the criteria as held-for-sale, they are reported as a component of continuing operations. However, due to the insignificance of the amounts associated with Venezuela, management has presented them within corporate, eliminations and other since the remainder of the ASA segment is included in discontinued operations. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 5. DISCONTINUED OPERATIONS As described further below, in the second quarter of 2015, management committed to a plan to sell ASA Brazil. In accordance with ASC 205, this portion of the ASA segment met the definition of a disposal group at the time management committed to a plan to sell and, accordingly, the results of operations have been classified as a component of discontinued operations for all periods presented. While the Company was actively marketing the remaining ASA operations in Argentina and Uruguay at the same time as ASA’s Brazilian operations, these businesses did not meet the held-for-sale criteria under ASC 205 during the second quarter of 2015. In the third quarter of 2015, the Company closed on the sale of Pellegrino, as well as reached definitive agreement and closed on the disposition of ASA’s remaining operations in Argentina and Uruguay. In October 2015, the sale of Automotiva was completed. Since ASA was one of the Company’s reportable segments, management has determined that, despite the sale of disposal groups to multiple acquirers the ultimate sale of all of the businesses that comprised the ASA segment represents a strategic shift that will have a major effect on the Company’s operations and financial results. For the year ended December 31, 2014, the ASA segment accounted for 31% of consolidated net sales. Accordingly, the results of operations of the former ASA segment have been classified as a component of discontinued operations for all periods presented. The Consolidated Statements of Cash Flows were not adjusted to reflect this operation as a discontinued operation for any period presented. On June 12, 2015, the Sellers, a wholly-owned indirect subsidiaries of the Company, entered into two separate purchase and sale agreements (the “Purchase Agreements”) to sell their equity interests in each of Pellegrino and Automotiva. The purchasers under the Pellegrino Purchase Agreement are Distribuidora Automotiva S.A. and Car Central De Autopecas e Rolamentos Ltda. (the “Pellegrino Purchasers”) and the purchasers under the Automotiva Purchase Agreement are Auto Norte Distribuidora de Pecas Ltda., Cobra Rolamentos e Autopecas Ltda., Distribuidora Automotiva S.A., Jorge C. Schertel, Pedro Molina Quaresma and Sedim-Administracao e Participacoes Ltda. (the “Automotiva Purchasers”). The purchase price to Sellers for the sale of each of Pellegrino and Automotiva was paid in Brazilian Reals. The Pellegrino purchase price was 215,000,000 Brazilian Reals and the purchase price for the sale of Automotiva was 146,285,000 Brazilian Reals (in each case, the “Base Purchase Price”), and, in each case, plus or minus an adjustment reflecting (i) an estimate of interim profits or losses, as applicable, of the Sellers related to the Pellegrino or Automotiva business, respectively, each calculated in accordance with a process established in the respective Purchase Agreement, and (ii) minus a percentage of certain claims that may arise after signing and before closing. After closing, the parties determined a final purchase price reflecting the actual interim profits and losses and such claims, as well as other adjustments, calculated in accordance with a process established in the respective Purchase Agreement. As discussed above, the sale of Pellegrino was completed in September 2015. Based on the exchange rate in effect on the date of closing, the Company received proceeds of $58 million associated with the sale of Pellegrino and recognized a pre-tax loss of $25 million on sale. This loss was predominately driven by the release of currency translation adjustments that had been previously deferred as a component of accumulated other comprehensive income. A portion of the proceeds from the sale will be used to pay down the Company’s outstanding debt. The tax implications for the sale of Pellegrino were insignificant. Additionally, as discussed above, the sale of the operations in Argentina and Uruguay was completed in September 2015. At closing, the Company received proceeds of $5 million and recognized a pre-tax loss of $20 million on sale. For tax purposes, the sale resulted in a pre-tax loss of $9 million; however, the capital loss is offset by a valuation allowance and resulted in no tax benefit being recorded. The president of the Company’s ASA segment is party to the Pellegrino transaction. In connection with and simultaneous with the closing of the Pellegrino transaction on September 30, 2015, this individual purchased four properties owned by Pellegrino with a net book value of less than $1 million. In order to fund the purchase of the properties, at closing, the Company redeemed all outstanding equity owned by the individual and received net cash proceeds of less than $1 million for the purchase of the real estate. This amount is included in the purchase price consideration discussed above. Additionally, the same individual is also part of the buying group that acquired Automotiva which is further discussed below. On October 30, 2015, the Company completed the previously announced sale of Automotiva. Upon closing, the Company received a purchase price of 148,982,541 in Brazilian Reals, or US $38,596,513 based on the Real/Dollar exchange rate as of October 30, 2015, reflecting a base purchase price of 146,285,000 Brazilian Reals (or $37,897,668 based on the Real/Dollar exchange rate as of October 30, 2015), as adjusted pursuant to the terms of the Agreement to reflect the actual interim profits and losses of the Automotiva business. At closing, the Company received $19,657,726 after deduction of certain expenses and taxes and the placement of 71,000,000 Brazilian Reals in an escrow account with a Brazilian bank. Such escrow covers any amounts that may be owed by Automotiva relating to a Brazilian antitrust investigation commenced on September 25, 2015, and is the sole source of funds that the Buyers may recover from the Sellers as to any amounts that may be owed by Automotiva relating to such investigation. In connection with this investigation, the Company recorded a reserve in the third quarter of 2015 that represents management’s best estimate of the most likely outcome of this matter. This expense is included as a component of (Loss) income from discontinued operations, net of tax, on the Condensed Consolidated Statements of Operations. The following table shows the net sales, cost of sales, gross profit, selling general and administrative expenses, operating profit, income before tax provision, income tax provision and net income that are included within (Loss) income from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations associated with the ASA segment: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2015 2014 2015 2014 Net sales $ 85 $ 116 $ 265 $ 319 Cost of sales $ (69 ) $ (93 ) $ (214 ) $ (255 ) Gross profit 16 23 51 64 Selling, general and administrative expenses $ (16 ) $ (14 ) $ (38 ) $ (40 ) Operating profit $ — $ 9 $ 13 $ 24 Income from continuing operations before, income tax provision, and noncontrolling interest — 9 14 24 Income tax provision — (2 ) (5 ) (7 ) Net income $ — $ 7 $ 9 $ 17 The following tables shows Automotiva’s asset and liabilities that are included in assets of discontinued operations and liabilities of discontinued operations on the Condensed Consolidated Balance Sheets: September 30, December 31, (Dollars in millions) 2015 2014 Cash and cash equivalents $ 1 $ 19 Trade accounts receivable 11 56 Inventories, net 22 70 Other current assets 5 24 Property, plant, and equipment, net 4 14 Other assets 10 16 Current assets of discontinued operations $ 53 $ 199 Accounts payable 13 39 Other accrued expenses 10 19 Current liabilities of discontinued operations $ 23 $ 58 The following table shows the depreciation, amortization and capital expenditures that are included within the consolidated statement of cash flow associated with the ASA segment. Nine Months Ended September 30, (Dollars in millions) 2015 2014 Depreciation and amortization $ 2 $ 2 Capital expenditures $ 1 $ 1 In the fourth quarter of 2013, management committed to a plan to sell the Chassis group. Pursuant to ASC 205, the Chassis group met the definition of a disposal group at the time management committed to a plan to sell the group and, accordingly, the results of operations of the Chassis group have been classified as a component of discontinued operations. On January 21, 2014, Affinia entered into an Asset Purchase Agreement, as amended, with Federal-Mogul Chassis LLC (formerly known as VCS Quest Acquisition LLC) (“FM Chassis”), an affiliate of Federal-Mogul Corporation, pursuant to which FM Chassis agreed to purchase the Chassis group. This transaction closed on May 1, 2014. The Consolidated Statements of Cash Flows were not adjusted to reflect this group as a discontinued operation for any period presented. Upon the closing of this transaction in May 2014, Affinia received cash proceeds of $140 million, which represented the agreed upon selling price of $150 million less a holdback of consideration of $10 million until completion of certain post-closing performance obligations. In September 2014, the post-closing performance obligations were completed and the Company received $9 million of cash proceeds with the remaining $1 million allocated to a post-closing purchase price adjustment. The Company released an $18 million capital loss valuation allowance as a result of the sale, the tax benefit of which offset the tax expense incurred by the gain on the sale. This resulted in a tax expense of less than $1 million on the sale transaction. The sale of the Chassis group resulted in a pre-tax gain of $32 million, of which $21 million was recorded in the second quarter of 2014 and $11 million was recorded in the third quarter of 2014. These amounts are reflected in the Condensed Consolidated Statements of Operations within (Loss) income from discontinued operations, net of tax. The Company released an $18 million capital loss valuation allowance as a result of the sale, the tax benefit of which offset the tax expense incurred by the gain on the sale. This resulted in a tax expense of less than $1 million on the sale transaction. The following table shows the Chassis group’s net sales, income before tax provision, income tax provision and net income that are included within Income from discontinued operations, net of tax on the Condensed Consolidated Statements of Operations associated with the Chassis disposal group: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2015 2014 2015 2014 Net sales $ — $ — $ — $ 64 Income from continuing operations before, income tax provision, and noncontrolling interest — — — 5 Income tax provision — — — 2 Net income $ — $ — $ — $ 3 In addition to the amounts reflected in the tables above associated with the results of operations of ASA and the Chassis Group, (Loss) income from discontinued operations on the Condensed Consolidated Statement of Operations for the periods presented includes the following: · For the three months and nine months ended September 30, 2015, a pre-tax loss of $45 million associated with the sale of the ASA businesses discussed above · For the three months ended September 30, 2015, a tax benefit of $8 million related to the ASA sale, which represents the reversal of a capital gains tax recorded in the second quarter of 2015 · For the three and nine months ended September 30, 2014, a pre-tax gain on the sale of the Chassis group of $11 million and $32 million, respectively, as discussed above · For the three and nine months ended September 30, 2014, a loss of $5 million and $7 million, respectively, associated with other activity related to the Chassis sale |
Derivatives and Hedging
Derivatives and Hedging | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | 6. DERIVATIVES AND HEDGING The Company uses foreign currency forward contracts and interest rate swaps to manage foreign exchange and interest rate risks, respectively. The primary use of the foreign currency forward contracts is to hedge the risks associated with changes in foreign exchange rates. Interest rate swaps are used to manage interest rate risk associated with borrowings. The Company executes derivative contracts for risk management purposes and does not engage in any speculative or trading activity. All derivative instruments are recorded at fair value as assets or liabilities on the Condensed Consolidated Balance Sheets. Fair value is determined using observable market data provided by recognized independent third-party financial information providers and is based upon Level 2 inputs under the fair value hierarchy within ASC 820 “ Fair Value Measurements and Disclosures Changes in the fair value of derivative instruments that qualify for and for which the Company has elected hedge accounting in accordance with ASC 815 “ Derivatives and Hedging Currency Forward Contract Derivatives The Company operates globally and is exposed to foreign currency exchange rate fluctuations in the normal course of business. The Company’s foreign currency exposure relates primarily to certain non-functional currency denominated assets and liabilities, primarily accounts receivable, accounts payable and intercompany balances. To minimize the risk associated with changes in foreign currency exchange rates, the Company has established a program that utilizes foreign currency forward contracts to offset the risk associated with the effects of certain foreign currency exposures. Gains or losses on the Company’s foreign currency exposure are intended to be mitigated by gains or losses on the foreign currency forward contracts. These foreign currency forward contracts generally have terms of six months or less and are entered into at the prevailing market exchange rate at the end of each month. Prior to the third quarter of 2014, the Company did not formally designate foreign currency forward contracts as hedges for accounting purposes and, accordingly, changes in the fair value of these contracts were recognized in current period earnings. Beginning in the third quarter of 2014, the Company entered into foreign currency forward contracts for anticipated future transactions and these contracts are designated as cash flow hedges. In accordance with ASC 815, the effective portion of these cash flow hedges are included as a component of AOCI until the underlying transaction impacts earnings. At the time the underlying transaction impacts earnings, the Company will de-designate the hedging instrument and reflect the change in fair value in current earnings to offset the remeasurement impact of the gross receivable or payable balance until the underlying transaction is settled. The Company’s currency forward contracts are valued using then-current spot and forward market data as provided by external financial institutions. The Company enters into currency forward contracts with banking institutions of only the highest tiered credit ratings and thus the counterparty credit risk associated with these contracts is not considered significant. Interest Rate Risk Management The Company is exposed to changes in interest rates as a result of the issuance of variable-rate and fixed-rate debt. Interest rate risk is managed by limiting variable-rate exposure and monitoring changes in interest rates. To manage risks associated with changes in interest rates, the Company enters into interest rate swaps to effectively fix the interest rate on variable-rate debt. The Company designates its interest rate swaps as cash flow hedges and, accordingly, changes in the fair value of interest rate swaps designated as cash flow hedges are recorded as a component of AOCI to the extent such cash flow hedges are effective. Amounts are reclassified from AOCI when the underlying hedged items are recognized, during the period that a hedge transaction is terminated, or whenever a portion of the hedge transaction results are deemed ineffective. Notional Amounts The table below shows notional amounts associated with currency forward contracts and interest rate swaps as September 30, 2015 and December 31, 2014: (Dollars in millions) September 30, 2015 December 31, 2014 Foreign Currency Forward Contracts $ 51 $ 70 Interest Rate Contracts 300 300 The following table shows the fair value of interest rate derivatives and the line items in the Condensed Consolidated Balance Sheets where they are reported. The fair value of foreign currency forward contracts were insignificant at both September 30, 2015 and December 31, 2014. September 30, 2015 December 31, 2014 (Dollars in millions) Asset Liability Asset Liability Derivative Designated as Hedging Instruments Interest Rate Contracts Other current assets $ — $ 2 Other accrued expenses $ 4 $ — Total Derivatives Designated as Hedging Instruments $ — $ 4 $ 2 $ — The following table shows the gains and losses recognized on de-designated derivatives and the line items on the Condensed Consolidated Statements of Operations where the pretax gains and losses were reported. Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2015 2014 2015 2014 Location of Pretax Gains (Losses) Recognized in Earnings Foreign Currency Forward Contracts Other income and expense, net $ 2 $ — $ 3 $ (1 ) Total Pretax Gains (Losses) Recognized in Earnings $ 2 $ — $ 3 $ (1 ) The following table shows the gains and losses recognized on cash flow hedges and the line items on the Condensed Consolidated Statements of Operations where such gains and losses are included when reclassified from AOCI. Amounts for interest rate contracts are reclassified to earnings as interest expense over the term of the related debt. Amounts for foreign currency forward contracts are reclassified to earnings within other income and expense, net as the underlying transactions impact earnings. Amounts associated with foreign currency forward contracts were insignificant during the three and nine months ended September 30, 2015 and 2014. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Pretax Gains (Losses) Recorded in AOCI Interest Rate Contracts $ (4 ) $ 1 $ (6 ) $ (6 ) Total Pretax Gains (Losses) Recorded in AOCI $ (4 ) $ 1 $ (6 ) $ (6 ) Location of Pretax (Losses) Reclassified from AOCI into Earnings Interest Rate Contracts Interest Expense $ 1 $ 1 $ 2 $ 2 Total Pretax (Losses) Recognized in Earnings $ 1 $ 1 $ 2 $ 2 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 7. DEBT Affinia’s debt consists of notes that are publicly traded, an asset-based revolving credit facility (“ABL Revolver”), term loan facilities consisting of Term Loan B-1 and Term Loan B-2 and other short-term borrowings. The fair value framework requires the categorization of the Company’s debt into three levels based upon the assumptions (inputs) used to determine fair value. The fair value of debt and the categorization of the hierarchy level of fair value, net of discount, are and were as follows: Fair Value of Debt at September 30, 2015 (Dollars in millions) Book Value of Debt Fair Value Factor Fair Value of Debt Senior notes, due May 2021 (1) $ 250 104.88 % $ 262 Term Loan B-1, due April 2016 (1) 175 99.75 % 175 Term Loan B-2, due April 2020 (1) 366 99.25 % 364 ABL Revolver, due April 2018 (2) — 100.00 % — Other debt (2) 29 100.00 % 29 Total fair value of debt at September 30, 2015 $ 830 Fair Value of Debt at December 31, 2014 Book Value Fair Value Fair Value (Dollars in millions) of Debt Factor of Debt Senior notes, due May 2021 (1) $ 250 102.50 % $ 256 Term Loan B-1, due April 2016 (1) 175 97.88 % 171 Term Loan B-2, due April 2020 (1) 367 97.00 % 356 ABL revolver, due April 2018 (2) — 100.00 % — Other debt (2) 19 100.00 % 19 Total fair value of debt at December 31, 2014 $ 802 (1) The fair value assigned to the Company’s long-term debt reflects financial model estimates generated from a third-party provider based on observable inputs related to market prices of comparable debt instruments and represents a Level 2 approximation within the fair value categorization framework. (2) The carrying value of fixed rate short-term debt approximates fair value because of the short term nature of these instruments. The carrying value of the Company’s current floating rate debt instruments approximates fair value because of the variable interest rates pertaining to those instruments. The fair value of debt is categorized within Level 2 of the hierarchy. A financial covenant exists under the ABL Revolver that would be triggered if excess availability under the ABL Revolver is less than the greater of 10% of the total borrowing base and $10 million. If the covenant trigger were to occur, the Company would be required to satisfy and maintain a fixed charge coverage ratio of at least 1.00x, measured for the last twelve-month period. As of September 30, 2015, none of the covenant triggers had occurred. The impact of falling below the fixed charge coverage ratio would not be a default but would trigger the imposition of restrictions on the Company’s ability to pursue certain operational or financial transactions (e.g. asset dispositions, dividends and acquisitions). |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 8. INVENTORIES Inventories are valued at the lower of cost or market. Cost is determined on the first in first out basis for all domestic inventories and at the Company’s Poland operations or average cost basis for other non-U.S. inventories. Inventories are reduced by an allowance for slow-moving and obsolete inventories based on management’s review of on-hand inventories compared to historical and estimated future sales and usage. A summary of inventories, net is provided in the table below and excludes amounts included in Current assets of discontinued operations: (Dollars in millions) At September 30, 2015 At December 31, 2014 Raw materials $ 64 $ 56 Work-in-process 16 17 Finished goods 86 72 $ 166 $ 145 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES A reconciliation of the changes in the Company’s return reserves, which is included in Other accrued expenses in the Condensed Consolidated Balance Sheets, is presented in the following table. Nine Months Ended September 30, (Dollars in millions) 2015 2014 Beginning balance $ 4 $ 6 Amounts charged to revenue 5 4 Returns processed (5 ) (6 ) Ending balance $ 4 $ 4 As previously disclosed, the Company conducted a review of certain allegations arising in connection with business operations involving its subsidiaries in Poland and Ukraine. The allegations raised issues involving potential improper payments in connection with governmental approvals, permits, or other regulatory areas and possible conflicts of interest. The Company’s review was supervised by the Audit Committee of Affinia’s Board of Directors and conducted with the assistance of outside professionals. Affinia voluntarily self-reported on these matters to the U.S. Department of Justice and the U.S. Securities and Exchange Commission and cooperated fully with the U.S. government. The U.S. Department of Justice has advised that it has decided to decline to prosecute the Company in this matter. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate was $1 million as of both September 30, 2015 and December 31, 2014. The Company recognizes interest related to unrecognized tax benefits in interest expense and recognizes penalties as part of the income tax provision. As of September 30, 2015, the Company’s accrual for interest and penalties was less than $1 million. The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. For jurisdictions in which Affinia transacts significant business, tax years ended December 31, 2004 and later remain subject to examination by tax authorities. The Company does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months. The effective tax rate was 50% for the three months ended September 30, 2015 compared to 44% for the three months ended September 30, 2014. . The primary reason for the increase over 2014 is due to higher deemed dividends from foreign subsidiaries, resulting in higher U.S. permanent differences over last year. The effective tax rate was 62% for the nine months ended September 30, 2015 compared to 63% for the nine months ended September 30, 2014. The decrease is attributable to a currency devaluation of $5 million associated with the Filtration operations of Venezuela that is a non-deductible item for income tax purposes in the first quarter of 2014. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 11. LEGAL PROCEEDINGS Various claims, lawsuits and administrative proceedings are pending or threatened against Affinia and its subsidiaries, arising from the ordinary course of business with respect to commercial, intellectual property, product liability and environmental matters. Affinia believes that the ultimate resolution of the foregoing matters will not have a material effect on its financial condition, results of operations or liquidity. The Company has various accruals for civil liability, including product liability, and other costs. If there is a range of equally probable outcomes, Affinia accrues at the lower end of the range. The Company had $2 million accrued as of both September 30, 2015 and December 31, 2014. These amounts are reflected in Other accrued expenses within the Condensed Consolidated Balance Sheets. In addition, the continuing operations of Affinia have various other claims that are reasonably possible of occurrence for which the aggregate maximum exposure to loss is estimated at less than $1 million. There are currently no reserves associated with these claims. The Company owns property in Litchfield, Illinois on which various historic environmental contaminants have been discovered. These contaminants are self-contained on the property and, with the exception of a small area with polychlorinated biphenyl (PCB) impact, are not required by law to be remediated. The Company entered the site into the Illinois Environmental Protection Agency’s (“IEPA”) Voluntary Site Remediation Program and has received IEPA approval of a previously filed Remedial Action Plan (“RAP”) for one portion of the site that is associated with the voluntary clean-up actions. The remediation for that portion of the site commenced in June 2015 and was completed in September of 2015. A RAP for the other portion of the site, including where PCBs are located, is being prepared and will be submitted to IEPA, the Army Corps of Engineers and the U.S. Environmental Protection Agency. It is currently anticipated that such RAP will be submitted in the fourth quarter of 2015. The Company’s objective is to obtain a combination of comprehensive and focused No Further Remediation (NFR) letters for the Site. The current cost estimate to complete all of the voluntary work included in the approved RAP and expected to be included in the second RAP, including costs already incurred, is approximately $4 million. Since soil sampling and testing is not yet complete and a full site remediation study has not been issued on the area associated with the legally required PCB clean-up, the Company cannot currently reasonably estimate the cost of the PCB clean-up. It is not expected that the cost associated with this clean-up will have a material impact on the Company’s results of operations, financial position or cash flows. There are currently no reserves associated with these cost estimates. |
Accounts Receivable Factoring
Accounts Receivable Factoring | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Accounts Receivable Factoring | 12. ACCOUNTS RECEIVABLE FACTORING Affinia has agreements with third party financial institutions to factor certain receivables on a non-recourse basis. The terms of the factoring arrangements provide for the factoring of certain U.S. Dollar-denominated or Canadian Dollar-denominated receivables, which are purchased at the face value amount of the receivable discounted at the annual rate of LIBOR plus a spread on the purchase date. The amount factored is not contractually defined by the factoring arrangements and our use will vary each month based on the amount of underlying receivables and the cash flow needs of the Company. Nine Months Ended September 30, (Dollars in millions) 2015 2014 Gross accounts receivable factored $ 276 $ 353 Expenses associated with factoring of receivables 2 3 Accounts receivable factored by Affinia are accounted for as a sale and removed from the balance sheet at the time of factoring, with the cost associated with the factoring program presented in Other income and expense, net in the Condensed Consolidated Statement of Operations. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | 13. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, for the three and nine months ended September 30, 2015: Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap Derivative AOCI Balance at July 1, 2015 $ — $ (78 ) $ — $ — $ (78 ) Other comprehensive income (loss) before reclassifications, net of tax — 9 (4 ) — 5 Amounts reclassified from accumulated other comprehensive income (loss) — — 1 — 1 Net current period other comprehensive income (loss) — 9 (3 ) — 6 At September 30, 2015 $ — $ (69 ) $ (3 ) $ — $ (72 ) Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap Derivative AOCI Balance at January 1, 2015 $ — $ (54 ) $ 1 $ — $ (53 ) Other comprehensive income (loss) before reclassifications, net of tax — (15 ) (6 ) 1 (20 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 2 (1 ) 1 Net current period other comprehensive income (loss) — (15 ) (4 ) — (19 ) At September 30, 2015 $ — $ (69 ) $ (3 ) $ — $ (72 ) Changes in AOCI income (loss) by component, net of tax, for the three and nine months ended September 30, 2014: Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap AOCI Balance at July 1, 2014 $ (1 ) $ (19 ) $ 2 $ (18 ) Other comprehensive income (loss) before reclassifications, net of tax — (20 ) — (20 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 1 1 Net current period other comprehensive income (loss) — (20 ) 1 (19 ) At September 30, 2014 $ (1 ) $ (39 ) $ 3 $ (37 ) Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap AOCI Balance at January 1, 2014 $ (1 ) $ (26 ) $ 7 $ (20 ) Other comprehensive income (loss) before reclassifications, net of tax — (13 ) (5 ) (18 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 1 1 Net current period other comprehensive income (loss) — (13 ) (4 ) (17 ) At September 30, 2014 $ (1 ) $ (39 ) $ 3 $ (37 ) |
Venezuelan Operations
Venezuelan Operations | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Venezuelan Operations | 14. VENEZUELAN OPERATIONS In accordance with U.S. GAAP, effective January 1, 2010, the Company began accounting for Venezuela as a highly inflationary economy because the three-year cumulative inflation rate for Venezuela using the blended Consumer Price Index (which is associated with the city of Caracas) and the National Consumer Price Index (developed commencing in 2008 and covering the entire country of Venezuela) exceeded 100%. Accordingly, effective January 1, 2010, the Company’s Venezuelan subsidiary used the U.S. Dollar as its functional currency. The financial statements of the Venezuelan subsidiary is re-measured into the Company’s reporting currency (U.S. Dollar) and gains and losses from the re-measurement of monetary assets and liabilities are reflected in current earnings, rather than exclusively in the equity section of the balance sheet, until such time as the economy is no longer considered highly inflationary. The local currency in Venezuela is the Bolivar Fuerte (“VEF”). In 2013, the Venezuelan government authorized certain companies that operate in designated industry sectors to exchange a limited volume of VEFs for U.S. Dollars at a bid rate established via weekly auctions under what is known as SICAD 1. SICAD 1 auctions began in October 2013. However, SICAD 1 auctions are not indicative of a free market exchange as only designated industries may bid into individual auctions and the highest bids are not always recognized by the Venezuelan government. In March 2014, another currency exchange mechanism (SICAD 2) became effective. SICAD 2 was intended to more closely resemble a market-driven exchange rate than the rates provided by Venezuela’s other regulated exchange mechanisms (i.e. the official rate and the SICAD 1 rate). Thus, as of March 31, 2014, entities were able to convert VEFs at one of three legal exchange rates: official rate of 6.3 VEF to 1 U.S. Dollar, SICAD 1 rate of 10.7 VEF to 1 U.S. Dollar based on closing rate at the then most recent auction, and SICAD 2 rate of 50.86 VEF to 1 U.S. Dollar based on closing rate on March 31, 2014. As a result of the multiple exchange rates available to settle transactions, at March 31, 2014, management reevaluated the exchange rates previously used for remeasurement, which had been the official rate of 6.3 VEF to 1 U.S. Dollar. While substantially all of the Company’s import transactions for purchases of inventory had been pre-approved by the Venezuelan government at the official rate of 6.3 VEF to 1 U.S. Dollar, the Venezuelan government had not settled these transactions with vendors since November 2013. This, along with the introduction of the SICAD 1 and SICAD 2 market mechanisms, raised considerable doubts about the ability to ultimately settle transactions at the official rate in the future. Additionally, legislation enacted by the Venezuelan government in 2014 indicated that foreign investments are subject to the SICAD 1 rate rather than the official rate. While not the determinative factor, management viewed the passing of this legislation as a critical component in its assessment of the most representative rate to use for remeasurement purposes at March 31, 2014. Given the uncertainty of the exchange markets and the ultimate rate at which transactions may settle in the future, as well as consideration of the aforementioned legislation that was enacted earlier in 2014, the Company recorded a one-time devaluation of $7 million in the first quarter of 2014, which represented a move from the official rate to the SICAD 1 rate of 10.7 VEF to 1 U.S. Dollar. Of the $7 million devaluation charge, $5 million was recorded in the Filtration segment and $2 million was recorded in the ASA segment. For the Filtration segment and the ASA segment, respectively, this devaluation is reflected in Other income and expenses, net and (Loss) income from discontinued operations, net of tax in the Condensed Consolidated Statements of Operations. In the fourth quarter of 2014, the Company recorded an immaterial devaluation to reflect the movement in the SICAD1 rate from 10.7 VEF to 12.0 VEF to 1 U.S. Dollar. During the first quarter of 2015, management continued to apply the rate of 12.0 VEF to 1 U.S. Dollar. However, in February 2015, the Marginal Currency System (“Simadi”) mechanism was introduced and implemented as part of law, resulting in the elimination of the SICAD 2 rate. The Simadi rate is a free market exchange where the rate is derived from daily private bidders and buyers exchanging offers through authorized agents and approved and published by the Venezuelan Central Bank. To date, the Company has had very limited participation in the Simadi markets as a result of successful participation in multiple SICAD1 auctions. At September 30, 2015, the Simadi rate was approximately 197 VEF to 1 U.S. Dollar. During the second quarter of 2015, the Company recorded an immaterial devaluation to reflect the movement in the SICAD 1 rate from 12.0 VEF to 12.8 VEF to 1 U.S. Dollar as a result of management’s successful participation in a SICAD 1 auction at a rate of 12.8 VEF to 1 U.S. Dollar, which was a 6.7% depreciation over the last auction held in the fourth quarter of 2014. During the third quarter of 2015, the Company recorded another immaterial devaluation to reflect the movement of the SICAD 1 rate from 12.8 VEF to 13.5 VEF to 1 U.S. Dollar as a result of the most recent SICAD 1 auction clearing rate. Management will continue to monitor the exchange rate mechanism in Venezuela, as well as the Company’s ability to continue to successfully access U.S. Dollar at a SICAD 1 rate to determine whether a different exchange rate should be used in future periods, which would result in further devaluation charges being recorded. In the third quarter of 2015, the Company’s Venezuelan subsidiaries represented approximately 13% of the Company’s consolidated net sales. The Venezuelan subsidiaries have total assets and liabilities of less than 10% of the Company’s total consolidated assets and liabilities at September 30, 2015. |
Restructuring of Operations
Restructuring of Operations | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring And Related Activities [Abstract] | |
Restructuring of Operations | 15. RESTRUCTURING OF OPERATIONS Affinia’s restructuring activities, as described below, were undertaken to execute management’s strategy, streamline operations and to ultimately achieve net cost reductions. Costs related to these restructuring activities are reflected within Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The restructuring charges consist of employee termination costs. Severance costs are accounted for in accordance with ASC Topic 420, “ Exit or Disposal Cost Obligations Compensation—Nonretirement Postemployment Benefits (Dollars in millions) Total Balance at December 31, 2014 $ 3 Charges to expense: Employee termination benefits — Reductions to liability: Cash payments (2 ) Balance at September 30, 2015 $ 1 |
Stock Incentive Plan
Stock Incentive Plan | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plan | 16. STOCK INCENTIVE PLAN Restricted Stock Units During the nine months ended September 30, 2015, 19,639 time-based Restricted Stock Units (“RSU”) vested and, of these vested awards, 7,856 were cash settled by the Company. Pursuant to the terms of the RSUs awards, 7,856 new performance-based RSUs were subsequently issued to the holders. The performance-based RSUs granted carry the same vesting terms and conditions as previously issued performance-based RSU awards. In the second and third quarters of 2015, the Company granted 5,000 and 1,000 restricted stock units, respectively, which carry the same terms of previously issued awards. A rollforward of the outstanding RSU awards at September 30, 2015 is as follows: Outstanding at December 31, 2014 184,305 Granted 13,856 Vested (19,639 ) Settled (13,065 ) Forfeited/expired (14,124 ) Outstanding at September 30, 2015 151,333 During the nine months ended September 30, 2015, $3 million of stock-based compensation expense was recognized associated with outstanding time-based RSUs. There was no stock-based compensation expense recognized during the nine months ended September 30, 2014. Stock Options During the three and nine months ended September 30, 2015, 12,383 previously awarded and vested stock options were exercised at a per share price of $62.87. The Company received proceeds of $1 million associated with these stock option exercises. |
Financial Information for Guara
Financial Information for Guarantors and Non-Guarantors | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Financial Information for Guarantors and Non-Guarantors | 17. FINANCIAL INFORMATION FOR GUARANTORS AND NON-GUARANTORS Holdings (presented as Parent in the following schedules), through its 100% owned subsidiary, Affinia (presented as Issuer in the following schedules), issued $250 million of Senior Notes on April 25, 2013. As of September 30, 2015, there were $250 million of Senior Notes outstanding. The notes were offered only to qualified institutional buyers and certain persons in offshore transactions. The Senior Notes are fully, irrevocably, unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current and future domestic subsidiaries (the “Guarantors”). The Senior Notes are general obligations of the Issuer and guaranteed by the Parent and the Guarantors. The following unaudited information presents Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2015 and 2014, Condensed Consolidating Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014, Condensed Consolidating Balance Sheets as of September 30, 2015 and December 31, 2014 and Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 of (i) the Parent, (ii) the Issuer, (iii) the Guarantors, (iv) the Non-Guarantors, and (v) eliminations to arrive at the information for the Company on a consolidated basis. Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Three Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 157 $ 119 $ (38 ) $ 238 Cost of sales — — (123 ) (91 ) 38 (176 ) Gross profit — — 34 28 — 62 Selling, general and administrative expenses — (13 ) (14 ) (9 ) — (36 ) Operating profit (loss) — (13 ) 20 19 — 26 Other income and expense, net — — (1 ) (3 ) — (4 ) Interest expense — (13 ) — (1 ) — (14 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (26 ) 19 15 — 8 Income tax provision — (2 ) — (2 ) — (4 ) Equity in income, net of tax (33 ) (5 ) (24 ) — 62 — Net income (loss) from continuing operations (33 ) (33 ) (5 ) 13 62 4 Income (loss) from discontinued operations, net of tax — — — (37 ) — (37 ) Net income (loss) $ (33 ) $ (33 ) $ (5 ) $ (24 ) $ 62 $ (33 ) Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Three Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ (33 ) $ (33 ) $ (5 ) $ (24 ) $ 62 $ (33 ) Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap (4 ) (4 ) — — 4 (4 ) Reclassification into earnings from interest rate swap 1 1 — — (1 ) 1 Change in the fair value of derivatives — — — — — — Reclassification into earnings for derivatives — — — — — — Change in foreign currency translation adjustments 9 9 — 9 (18 ) 9 Total other comprehensive income (loss) 6 6 — 9 (15 ) 6 Total comprehensive income (loss) $ (27 ) $ (27 ) $ (5 ) $ (15 ) $ 47 $ (27 ) Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Nine Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 471 $ 328 $ (117 ) $ 682 Cost of sales — — (376 ) (254 ) 117 (513 ) Gross profit — — 95 74 — 169 Selling, general and administrative expenses — (34 ) (43 ) (26 ) — (103 ) Operating profit (loss) — (34 ) 52 48 — 66 Other income and expense, net — (2 ) (2 ) (1 ) — (5 ) Interest expense — (38 ) — (2 ) — (40 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (74 ) 50 45 — 21 Income tax provision — (6 ) — (7 ) — (13 ) Equity in income, net of tax (28 ) 52 2 — (26 ) — Net income (loss) from continuing operations — (80 ) 50 38 — 8 Income (loss) from discontinued operations, net of tax — — — (36 ) — (36 ) Net income (loss) $ (28 ) $ (28 ) $ 52 $ 2 $ (26 ) $ (28 ) Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ (28 ) $ (28 ) $ 52 $ 2 $ (26 ) $ (28 ) Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap (6 ) (6 ) — — 6 (6 ) Reclassification into earnings from interest rate swap 2 2 — — (2 ) 2 Change in the fair value of derivatives 1 1 — — (1 ) 1 Reclassification into earnings for derivatives (1 ) (1 ) — — 1 (1 ) Change in foreign currency translation adjustments (15 ) (15 ) — (15 ) 30 (15 ) Total other comprehensive income (loss) (19 ) (19 ) — (15 ) 34 (19 ) Total comprehensive income (loss) $ (47 ) $ (47 ) $ 52 $ (13 ) $ 8 $ (47 ) Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Three Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 171 $ 117 $ (40 ) $ 248 Cost of sales — — (133 ) (88 ) 40 (181 ) Gross profit — — 38 29 — 67 Selling, general and administrative expenses — (8 ) (17 ) (9 ) — (34 ) Operating profit (loss) — (8 ) 21 20 — 33 Other income and expense, net — — — — — — Interest expense — (15 ) — — — (15 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (23 ) 21 20 — 18 Income tax provision — (5 ) — (3 ) — (8 ) Equity in income, net of tax 23 51 24 — (98 ) — Net income (loss) from continuing operations 23 23 45 17 (98 ) 10 Income (loss) from discontinued operations, net of tax — — 6 7 — 13 Net income (loss) $ 23 $ 23 $ 51 $ 24 $ (98 ) $ 23 Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Three Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ 23 $ 23 $ 51 $ 24 $ (98 ) $ 23 Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap 1 1 — — (1 ) 1 Change in foreign currency translation adjustments (20 ) (20 ) — (20 ) 40 (20 ) Total other comprehensive (loss) income (19 ) (19 ) — (20 ) 39 (19 ) Total comprehensive income (loss) $ 4 $ 4 $ 51 $ 4 $ (59 ) $ 4 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Nine Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 518 $ 344 $ (121 ) $ 741 Cost of sales — — (407 ) (259 ) 121 (545 ) Gross profit — — 111 85 — 196 Selling, general and administrative expenses — (30 ) (51 ) (29 ) — (110 ) Operating profit (loss) — (30 ) 60 56 — 86 Other income and expense, net — (2 ) (1 ) (6 ) — (9 ) Interest expense — (44 ) — (1 ) — (45 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (76 ) 59 49 — 32 Income tax provision — (8 ) — (12 ) — (20 ) Equity in income, net of tax 57 141 57 — (255 ) — Net income (loss) from continuing operations 57 57 116 37 (255 ) 12 Income (loss) from discontinued operations, net of tax — — 25 20 — 45 Net income (loss) $ 57 $ 57 $ 141 $ 57 $ (255 ) $ 57 Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ 57 $ 57 $ 141 $ 57 $ (255 ) $ 57 Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap (4 ) (4 ) — — 4 (4 ) Change in foreign currency translation adjustments (13 ) (13 ) — (13 ) 26 (13 ) Total other comprehensive income (loss) (17 ) (17 ) — (13 ) 30 (17 ) Total comprehensive income (loss) $ 40 $ 40 $ 141 $ 44 $ (225 ) $ 40 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Balance Sheets September 30, 2015 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Eliminations Consolidated Total Assets Current assets: Cash and cash equivalents $ — $ 33 $ — $ 81 $ — $ 114 Restricted cash — — — 6 — 6 Accounts receivable — — 38 50 — 88 Inventories, net — — 100 66 — 166 Other current assets — 24 2 23 — 49 Current assets of discontinued operations — — — 53 — 53 Total current assets — 57 140 279 — 476 Property, plant and equipment, net — 2 57 50 — 109 Investments and other assets — 123 37 11 — 171 Intercompany investments (279 ) 462 775 — (958 ) — Intercompany (payables) receivables — (82 ) (461 ) 543 — — Total assets $ (279 ) $ 562 $ 548 $ 883 $ (958 ) $ 756 Liabilities and shareholder's equity Current liabilities: Accounts payable $ — $ 10 $ 64 $ 23 $ — $ 97 Notes payable — 176 — 28 — 204 Other accrued expenses — 23 16 24 — 63 Accrued payroll and employee benefits — 2 6 8 — 16 Current liabilities of discontinued operations — 6 — 17 — 23 Total current liabilities — 217 86 100 — 403 Long-term debt — 616 — — — 616 Deferred employee benefits and noncurrent liabilities — 8 — 8 — 16 Total liabilities — 841 86 108 — 1,035 Total shareholder's (deficit) equity (279 ) (279 ) 462 775 (958 ) (279 ) Total liabilities and shareholder's (deficit) equity $ (279 ) $ 562 $ 548 $ 883 $ (958 ) $ 756 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Balance Sheets December 31, 2014 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Eliminations Consolidated Total Assets Current assets: Cash and cash equivalents $ — $ 10 $ — $ 16 $ — $ 26 Restricted cash — — — 4 — 4 Accounts receivable — — 44 45 — 89 Inventories, net — — 98 47 — 145 Other current assets — 44 1 36 — 81 Current assets of discontinued operations — — — 199 — 199 Total current assets — 54 143 347 — 544 Property, plant and equipment, net — 1 57 51 — 109 Investments and other assets — 121 36 11 — 168 Intercompany investments (220 ) 388 749 — (917 ) — Intercompany receivables (payables) — 48 (508 ) 460 — — Total assets $ (220 ) $ 612 $ 477 $ 869 $ (917 ) $ 821 Liabilities and shareholder's equity Current liabilities: Accounts payable $ — $ 10 $ 70 $ 19 $ — $ 99 Notes payable — — — 19 — 19 Other accrued expenses — 15 15 13 — 43 Accrued payroll and employee benefits — 9 4 3 — 16 Current liabilities of discontinued operations — — — 58 — 58 Total current liabilities — 34 89 112 — 235 Long-term debt — 792 — — — 792 Deferred employee benefits and noncurrent liabilities — 5 — 8 — 13 Total liabilities — 831 89 120 — 1,040 Total shareholder's (deficit) equity (220 ) (219 ) 388 749 (917 ) (219 ) Total liabilities and shareholder's (deficit) equity $ (220 ) $ 612 $ 477 $ 869 $ (917 ) $ 821 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2015 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Elimination Consolidated Total Operating activities Net cash provided by (used in) operating activities $ 15 $ (17 ) $ 7 $ 58 $ (15 ) $ 48 Investing activities Proceeds from the sale of the business, net of cash transferred — 56 — — — 56 Change in restricted cash — — — (2 ) — (2 ) Additions to property, plant and equipment — (1 ) (7 ) (9 ) — (17 ) Net cash provided by (used in) investing activities — 55 (7 ) (11 ) — 37 Financing activities Proceeds of other debt — — — 24 — 24 Repayments of debt (15 ) — — (15 ) 15 (15 ) Proceeds from stock options exercised — 1 — — — 1 Distribution to our shareholders — (15 ) — — — (15 ) Other financing activities — (1 ) — — — (1 ) Net cash (used in) provided by financing activities (15 ) (15 ) — 9 15 (6 ) Effect of exchange rates on cash — — — (9 ) — (9 ) Increase in cash and cash equivalents — 23 — 47 — 70 Cash and cash equivalents at beginning of the period — 10 — 35 — 45 Cash and cash equivalents at end of the period $ — $ 33 $ — $ 82 $ — $ 115 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2014 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Elimination Consolidated Total Operating activities Net cash provided by (used in) operating activities $ 57 $ (30 ) $ 10 $ 24 $ (57 ) $ 4 Investing activities Proceeds from sale of Chassis group — 149 — — — $ 149 Other investing activities — 4 — — — $ 4 Additions to property, plant and equipment — — (10 ) (8 ) — $ (18 ) Net cash provided by (used in) investing activities — 153 (10 ) (8 ) — 135 Financing activities Repayment of debt (57 ) — — (10 ) 57 $ (10 ) Repayment of term loans — (109 ) — — — $ (109 ) Distribution to our shareholders — (57 ) — — — $ (57 ) Net cash used in financing activities (57 ) (166 ) — (10 ) 57 (176 ) Effect of exchange rates on cash — — — (6 ) — $ (6 ) Decrease in cash and cash equivalents — (43 ) — — — $ (43 ) Cash and cash equivalents at beginning of the period — 68 — 33 — 101 Cash and cash equivalents at end of the period $ — $ 25 $ — $ 33 $ — $ 58 |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
Inventory | In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11 “ Simplifying the Measurement of Inventory |
Debt Issuance Costs | In April 2015, the “FASB” issued “ASU” 2015-03 “ Simplifying the Presentation of Debt Issuance Costs |
Revenue from Contracts with Customers | In May 2014, the “FASB” issued “ASU” 2014-09, “ Revenue from Contracts with Customers. |
Presentation of Financial Statements | In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern.” |
Discontinued Operations and Disclosures of Disposals of Components | In April 2014, the FASB issued ASU 2014-08, “ Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information of Reportable Segments, Corporate, Eliminations and Other | The following table presents financial information for our Filtration segment, as well as for corporate, eliminations and other, and on a consolidated basis: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 (Dollars in millions) Filtration Corporate, Eliminations Consolidated Filtration Corporate, Eliminations & Other Consolidated Net Sales $ 238 $ — $ 238 $ 248 $ — $ 248 Operating Profit 41 (15 ) 26 46 (13 ) 33 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 (Dollars in millions) Filtration Corporate, Eliminations & Other Consolidated Filtration Corporate, Eliminations & Other (a) Consolidated Net Sales $ 682 $ — $ 682 $ 732 $ 9 $ 741 Operating Profit 103 (37 ) 66 125 (39 ) 86 (a) The nine months ended September 30, 2014 includes $9 million of net sales and operating profit of $3 million associated with ASA’s Venezuelan operations, which were shut down in June 2014. As these operations did not meet the criteria as held-for-sale, they are reported as a component of continuing operations. However, due to the insignificance of the amounts associated with Venezuela, management has presented them within corporate, eliminations and other since the remainder of the ASA segment is included in discontinued operations. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
ASA [Member] | |
Summary of Components Included within Income (Loss) from Discontinued Operations | The following table shows the net sales, cost of sales, gross profit, selling general and administrative expenses, operating profit, income before tax provision, income tax provision and net income that are included within (Loss) income from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations associated with the ASA segment: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2015 2014 2015 2014 Net sales $ 85 $ 116 $ 265 $ 319 Cost of sales $ (69 ) $ (93 ) $ (214 ) $ (255 ) Gross profit 16 23 51 64 Selling, general and administrative expenses $ (16 ) $ (14 ) $ (38 ) $ (40 ) Operating profit $ — $ 9 $ 13 $ 24 Income from continuing operations before, income tax provision, and noncontrolling interest — 9 14 24 Income tax provision — (2 ) (5 ) (7 ) Net income $ — $ 7 $ 9 $ 17 |
Automotiva [Member] | |
Schedule of Assets and Liabilities Included in Held for Sale | The following tables shows Automotiva’s asset and liabilities that are included in assets of discontinued operations and liabilities of discontinued operations on the Condensed Consolidated Balance Sheets: September 30, December 31, (Dollars in millions) 2015 2014 Cash and cash equivalents $ 1 $ 19 Trade accounts receivable 11 56 Inventories, net 22 70 Other current assets 5 24 Property, plant, and equipment, net 4 14 Other assets 10 16 Current assets of discontinued operations $ 53 $ 199 Accounts payable 13 39 Other accrued expenses 10 19 Current liabilities of discontinued operations $ 23 $ 58 |
ASA Brazil Groups [Member] | |
Summary of Depreciation, Amortization and Capital Expenditure | The following table shows the depreciation, amortization and capital expenditures that are included within the consolidated statement of cash flow associated with the ASA segment. Nine Months Ended September 30, (Dollars in millions) 2015 2014 Depreciation and amortization $ 2 $ 2 Capital expenditures $ 1 $ 1 |
Chassis Group [Member] | |
Summary of Components Included within Income (Loss) from Discontinued Operations | The following table shows the Chassis group’s net sales, income before tax provision, income tax provision and net income that are included within Income from discontinued operations, net of tax on the Condensed Consolidated Statements of Operations associated with the Chassis disposal group: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2015 2014 2015 2014 Net sales $ — $ — $ — $ 64 Income from continuing operations before, income tax provision, and noncontrolling interest — — — 5 Income tax provision — — — 2 Net income $ — $ — $ — $ 3 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts Associated with Currency Forward Contracts and Interest Rate Swaps | The table below shows notional amounts associated with currency forward contracts and interest rate swaps as September 30, 2015 and December 31, 2014: (Dollars in millions) September 30, 2015 December 31, 2014 Foreign Currency Forward Contracts $ 51 $ 70 Interest Rate Contracts 300 300 |
Schedule of Fair Value of Interest Rate Derivatives and Line items in Condensed Consolidated Balance Sheets | The following table shows the fair value of interest rate derivatives and the line items in the Condensed Consolidated Balance Sheets where they are reported. The fair value of foreign currency forward contracts were insignificant at both September 30, 2015 and December 31, 2014. September 30, 2015 December 31, 2014 (Dollars in millions) Asset Liability Asset Liability Derivative Designated as Hedging Instruments Interest Rate Contracts Other current assets $ — $ 2 Other accrued expenses $ 4 $ — Total Derivatives Designated as Hedging Instruments $ — $ 4 $ 2 $ — |
Schedule of Pretax Gains and Losses Recognized on De-designated Derivatives and Line Items on Condensed Consolidated Statements of Operations | The following table shows the gains and losses recognized on de-designated derivatives and the line items on the Condensed Consolidated Statements of Operations where the pretax gains and losses were reported. Three Months Ended September 30, Nine Months Ended September 30, (Dollars in millions) 2015 2014 2015 2014 Location of Pretax Gains (Losses) Recognized in Earnings Foreign Currency Forward Contracts Other income and expense, net $ 2 $ — $ 3 $ (1 ) Total Pretax Gains (Losses) Recognized in Earnings $ 2 $ — $ 3 $ (1 ) |
Schedule of Gains and Losses Recognized on Cash Flow Hedges and Line Items on Condensed Consolidated Statements of Operations | The following table shows the gains and losses recognized on cash flow hedges and the line items on the Condensed Consolidated Statements of Operations where such gains and losses are included when reclassified from AOCI. Amounts for interest rate contracts are reclassified to earnings as interest expense over the term of the related debt. Amounts for foreign currency forward contracts are reclassified to earnings within other income and expense, net as the underlying transactions impact earnings. Amounts associated with foreign currency forward contracts were insignificant during the three and nine months ended September 30, 2015 and 2014. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Pretax Gains (Losses) Recorded in AOCI Interest Rate Contracts $ (4 ) $ 1 $ (6 ) $ (6 ) Total Pretax Gains (Losses) Recorded in AOCI $ (4 ) $ 1 $ (6 ) $ (6 ) Location of Pretax (Losses) Reclassified from AOCI into Earnings Interest Rate Contracts Interest Expense $ 1 $ 1 $ 2 $ 2 Total Pretax (Losses) Recognized in Earnings $ 1 $ 1 $ 2 $ 2 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value of Debt, Net of Discount | The fair value of debt and the categorization of the hierarchy level of fair value, net of discount, are and were as follows: Fair Value of Debt at September 30, 2015 (Dollars in millions) Book Value of Debt Fair Value Factor Fair Value of Debt Senior notes, due May 2021 (1) $ 250 104.88 % $ 262 Term Loan B-1, due April 2016 (1) 175 99.75 % 175 Term Loan B-2, due April 2020 (1) 366 99.25 % 364 ABL Revolver, due April 2018 (2) — 100.00 % — Other debt (2) 29 100.00 % 29 Total fair value of debt at September 30, 2015 $ 830 Fair Value of Debt at December 31, 2014 Book Value Fair Value Fair Value (Dollars in millions) of Debt Factor of Debt Senior notes, due May 2021 (1) $ 250 102.50 % $ 256 Term Loan B-1, due April 2016 (1) 175 97.88 % 171 Term Loan B-2, due April 2020 (1) 367 97.00 % 356 ABL revolver, due April 2018 (2) — 100.00 % — Other debt (2) 19 100.00 % 19 Total fair value of debt at December 31, 2014 $ 802 (1) The fair value assigned to the Company’s long-term debt reflects financial model estimates generated from a third-party provider based on observable inputs related to market prices of comparable debt instruments and represents a Level 2 approximation within the fair value categorization framework. (2) The carrying value of fixed rate short-term debt approximates fair value because of the short term nature of these instruments. The carrying value of the Company’s current floating rate debt instruments approximates fair value because of the variable interest rates pertaining to those instruments. The fair value of debt is categorized within Level 2 of the hierarchy. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories Net and Excludes Amounts Included in Current Assets of Discontinued Operations | A summary of inventories, net is provided in the table below and excludes amounts included in Current assets of discontinued operations: (Dollars in millions) At September 30, 2015 At December 31, 2014 Raw materials $ 64 $ 56 Work-in-process 16 17 Finished goods 86 72 $ 166 $ 145 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of Changes in Return Reserves | A reconciliation of the changes in the Company’s return reserves, which is included in Other accrued expenses in the Condensed Consolidated Balance Sheets, is presented in the following table. Nine Months Ended September 30, (Dollars in millions) 2015 2014 Beginning balance $ 4 $ 6 Amounts charged to revenue 5 4 Returns processed (5 ) (6 ) Ending balance $ 4 $ 4 |
Accounts Receivable Factoring (
Accounts Receivable Factoring (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Summary of Accounts Receivable Factoring | Nine Months Ended September 30, (Dollars in millions) 2015 2014 Gross accounts receivable factored $ 276 $ 353 Expenses associated with factoring of receivables 2 3 |
Changes in Accumulated Other 32
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Components of Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax | Changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, for the three and nine months ended September 30, 2015: Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap Derivative AOCI Balance at July 1, 2015 $ — $ (78 ) $ — $ — $ (78 ) Other comprehensive income (loss) before reclassifications, net of tax — 9 (4 ) — 5 Amounts reclassified from accumulated other comprehensive income (loss) — — 1 — 1 Net current period other comprehensive income (loss) — 9 (3 ) — 6 At September 30, 2015 $ — $ (69 ) $ (3 ) $ — $ (72 ) Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap Derivative AOCI Balance at January 1, 2015 $ — $ (54 ) $ 1 $ — $ (53 ) Other comprehensive income (loss) before reclassifications, net of tax — (15 ) (6 ) 1 (20 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 2 (1 ) 1 Net current period other comprehensive income (loss) — (15 ) (4 ) — (19 ) At September 30, 2015 $ — $ (69 ) $ (3 ) $ — $ (72 ) Changes in AOCI income (loss) by component, net of tax, for the three and nine months ended September 30, 2014: Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap AOCI Balance at July 1, 2014 $ (1 ) $ (19 ) $ 2 $ (18 ) Other comprehensive income (loss) before reclassifications, net of tax — (20 ) — (20 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 1 1 Net current period other comprehensive income (loss) — (20 ) 1 (19 ) At September 30, 2014 $ (1 ) $ (39 ) $ 3 $ (37 ) Foreign currency Interest Pension translation Rate Total (Dollars in millions) adjustments adjustment Swap AOCI Balance at January 1, 2014 $ (1 ) $ (26 ) $ 7 $ (20 ) Other comprehensive income (loss) before reclassifications, net of tax — (13 ) (5 ) (18 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 1 1 Net current period other comprehensive income (loss) — (13 ) (4 ) (17 ) At September 30, 2014 $ (1 ) $ (39 ) $ 3 $ (37 ) |
Restructuring of Operations (Ta
Restructuring of Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring Charges and Activity | The following summarizes the restructuring charges and activity for the Company: (Dollars in millions) Total Balance at December 31, 2014 $ 3 Charges to expense: Employee termination benefits — Reductions to liability: Cash payments (2 ) Balance at September 30, 2015 $ 1 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Restricted Stock Units | A rollforward of the outstanding RSU awards at September 30, 2015 is as follows: Outstanding at December 31, 2014 184,305 Granted 13,856 Vested (19,639 ) Settled (13,065 ) Forfeited/expired (14,124 ) Outstanding at September 30, 2015 151,333 |
Financial Information for Gua35
Financial Information for Guarantors and Non-Guarantors (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor Condensed Consolidating Statement of Operations | Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Three Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 157 $ 119 $ (38 ) $ 238 Cost of sales — — (123 ) (91 ) 38 (176 ) Gross profit — — 34 28 — 62 Selling, general and administrative expenses — (13 ) (14 ) (9 ) — (36 ) Operating profit (loss) — (13 ) 20 19 — 26 Other income and expense, net — — (1 ) (3 ) — (4 ) Interest expense — (13 ) — (1 ) — (14 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (26 ) 19 15 — 8 Income tax provision — (2 ) — (2 ) — (4 ) Equity in income, net of tax (33 ) (5 ) (24 ) — 62 — Net income (loss) from continuing operations (33 ) (33 ) (5 ) 13 62 4 Income (loss) from discontinued operations, net of tax — — — (37 ) — (37 ) Net income (loss) $ (33 ) $ (33 ) $ (5 ) $ (24 ) $ 62 $ (33 ) Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Nine Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 471 $ 328 $ (117 ) $ 682 Cost of sales — — (376 ) (254 ) 117 (513 ) Gross profit — — 95 74 — 169 Selling, general and administrative expenses — (34 ) (43 ) (26 ) — (103 ) Operating profit (loss) — (34 ) 52 48 — 66 Other income and expense, net — (2 ) (2 ) (1 ) — (5 ) Interest expense — (38 ) — (2 ) — (40 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (74 ) 50 45 — 21 Income tax provision — (6 ) — (7 ) — (13 ) Equity in income, net of tax (28 ) 52 2 — (26 ) — Net income (loss) from continuing operations — (80 ) 50 38 — 8 Income (loss) from discontinued operations, net of tax — — — (36 ) — (36 ) Net income (loss) $ (28 ) $ (28 ) $ 52 $ 2 $ (26 ) $ (28 ) Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Three Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 171 $ 117 $ (40 ) $ 248 Cost of sales — — (133 ) (88 ) 40 (181 ) Gross profit — — 38 29 — 67 Selling, general and administrative expenses — (8 ) (17 ) (9 ) — (34 ) Operating profit (loss) — (8 ) 21 20 — 33 Other income and expense, net — — — — — — Interest expense — (15 ) — — — (15 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (23 ) 21 20 — 18 Income tax provision — (5 ) — (3 ) — (8 ) Equity in income, net of tax 23 51 24 — (98 ) — Net income (loss) from continuing operations 23 23 45 17 (98 ) 10 Income (loss) from discontinued operations, net of tax — — 6 7 — 13 Net income (loss) $ 23 $ 23 $ 51 $ 24 $ (98 ) $ 23 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statements of Operations For the Nine Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net sales $ — $ — $ 518 $ 344 $ (121 ) $ 741 Cost of sales — — (407 ) (259 ) 121 (545 ) Gross profit — — 111 85 — 196 Selling, general and administrative expenses — (30 ) (51 ) (29 ) — (110 ) Operating profit (loss) — (30 ) 60 56 — 86 Other income and expense, net — (2 ) (1 ) (6 ) — (9 ) Interest expense — (44 ) — (1 ) — (45 ) Income (loss) before income tax provision, equity in income, net of tax and noncontrolling interest — (76 ) 59 49 — 32 Income tax provision — (8 ) — (12 ) — (20 ) Equity in income, net of tax 57 141 57 — (255 ) — Net income (loss) from continuing operations 57 57 116 37 (255 ) 12 Income (loss) from discontinued operations, net of tax — — 25 20 — 45 Net income (loss) $ 57 $ 57 $ 141 $ 57 $ (255 ) $ 57 |
Guarantor Condensed Consolidating Statement of Comprehensive Income | Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Three Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ (33 ) $ (33 ) $ (5 ) $ (24 ) $ 62 $ (33 ) Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap (4 ) (4 ) — — 4 (4 ) Reclassification into earnings from interest rate swap 1 1 — — (1 ) 1 Change in the fair value of derivatives — — — — — — Reclassification into earnings for derivatives — — — — — — Change in foreign currency translation adjustments 9 9 — 9 (18 ) 9 Total other comprehensive income (loss) 6 6 — 9 (15 ) 6 Total comprehensive income (loss) $ (27 ) $ (27 ) $ (5 ) $ (15 ) $ 47 $ (27 ) Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2015 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ (28 ) $ (28 ) $ 52 $ 2 $ (26 ) $ (28 ) Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap (6 ) (6 ) — — 6 (6 ) Reclassification into earnings from interest rate swap 2 2 — — (2 ) 2 Change in the fair value of derivatives 1 1 — — (1 ) 1 Reclassification into earnings for derivatives (1 ) (1 ) — — 1 (1 ) Change in foreign currency translation adjustments (15 ) (15 ) — (15 ) 30 (15 ) Total other comprehensive income (loss) (19 ) (19 ) — (15 ) 34 (19 ) Total comprehensive income (loss) $ (47 ) $ (47 ) $ 52 $ (13 ) $ 8 $ (47 ) Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Three Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ 23 $ 23 $ 51 $ 24 $ (98 ) $ 23 Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap 1 1 — — (1 ) 1 Change in foreign currency translation adjustments (20 ) (20 ) — (20 ) 40 (20 ) Total other comprehensive (loss) income (19 ) (19 ) — (20 ) 39 (19 ) Total comprehensive income (loss) $ 4 $ 4 $ 51 $ 4 $ (59 ) $ 4 Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2014 Non- Consolidated (Dollars in millions) Parent Issuer Guarantor Guarantor Eliminations Total Net income (loss) $ 57 $ 57 $ 141 $ 57 $ (255 ) $ 57 Other comprehensive income (loss), net of tax: Change in the fair value of interest rate swap (4 ) (4 ) — — 4 (4 ) Change in foreign currency translation adjustments (13 ) (13 ) — (13 ) 26 (13 ) Total other comprehensive income (loss) (17 ) (17 ) — (13 ) 30 (17 ) Total comprehensive income (loss) $ 40 $ 40 $ 141 $ 44 $ (225 ) $ 40 |
Guarantor Condensed Consolidating Balance Sheet | Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Balance Sheets September 30, 2015 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Eliminations Consolidated Total Assets Current assets: Cash and cash equivalents $ — $ 33 $ — $ 81 $ — $ 114 Restricted cash — — — 6 — 6 Accounts receivable — — 38 50 — 88 Inventories, net — — 100 66 — 166 Other current assets — 24 2 23 — 49 Current assets of discontinued operations — — — 53 — 53 Total current assets — 57 140 279 — 476 Property, plant and equipment, net — 2 57 50 — 109 Investments and other assets — 123 37 11 — 171 Intercompany investments (279 ) 462 775 — (958 ) — Intercompany (payables) receivables — (82 ) (461 ) 543 — — Total assets $ (279 ) $ 562 $ 548 $ 883 $ (958 ) $ 756 Liabilities and shareholder's equity Current liabilities: Accounts payable $ — $ 10 $ 64 $ 23 $ — $ 97 Notes payable — 176 — 28 — 204 Other accrued expenses — 23 16 24 — 63 Accrued payroll and employee benefits — 2 6 8 — 16 Current liabilities of discontinued operations — 6 — 17 — 23 Total current liabilities — 217 86 100 — 403 Long-term debt — 616 — — — 616 Deferred employee benefits and noncurrent liabilities — 8 — 8 — 16 Total liabilities — 841 86 108 — 1,035 Total shareholder's (deficit) equity (279 ) (279 ) 462 775 (958 ) (279 ) Total liabilities and shareholder's (deficit) equity $ (279 ) $ 562 $ 548 $ 883 $ (958 ) $ 756 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Balance Sheets December 31, 2014 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Eliminations Consolidated Total Assets Current assets: Cash and cash equivalents $ — $ 10 $ — $ 16 $ — $ 26 Restricted cash — — — 4 — 4 Accounts receivable — — 44 45 — 89 Inventories, net — — 98 47 — 145 Other current assets — 44 1 36 — 81 Current assets of discontinued operations — — — 199 — 199 Total current assets — 54 143 347 — 544 Property, plant and equipment, net — 1 57 51 — 109 Investments and other assets — 121 36 11 — 168 Intercompany investments (220 ) 388 749 — (917 ) — Intercompany receivables (payables) — 48 (508 ) 460 — — Total assets $ (220 ) $ 612 $ 477 $ 869 $ (917 ) $ 821 Liabilities and shareholder's equity Current liabilities: Accounts payable $ — $ 10 $ 70 $ 19 $ — $ 99 Notes payable — — — 19 — 19 Other accrued expenses — 15 15 13 — 43 Accrued payroll and employee benefits — 9 4 3 — 16 Current liabilities of discontinued operations — — — 58 — 58 Total current liabilities — 34 89 112 — 235 Long-term debt — 792 — — — 792 Deferred employee benefits and noncurrent liabilities — 5 — 8 — 13 Total liabilities — 831 89 120 — 1,040 Total shareholder's (deficit) equity (220 ) (219 ) 388 749 (917 ) (219 ) Total liabilities and shareholder's (deficit) equity $ (220 ) $ 612 $ 477 $ 869 $ (917 ) $ 821 |
Guarantor Condensed Consolidating Statement of Cash Flows | Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2015 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Elimination Consolidated Total Operating activities Net cash provided by (used in) operating activities $ 15 $ (17 ) $ 7 $ 58 $ (15 ) $ 48 Investing activities Proceeds from the sale of the business, net of cash transferred — 56 — — — 56 Change in restricted cash — — — (2 ) — (2 ) Additions to property, plant and equipment — (1 ) (7 ) (9 ) — (17 ) Net cash provided by (used in) investing activities — 55 (7 ) (11 ) — 37 Financing activities Proceeds of other debt — — — 24 — 24 Repayments of debt (15 ) — — (15 ) 15 (15 ) Proceeds from stock options exercised — 1 — — — 1 Distribution to our shareholders — (15 ) — — — (15 ) Other financing activities — (1 ) — — — (1 ) Net cash (used in) provided by financing activities (15 ) (15 ) — 9 15 (6 ) Effect of exchange rates on cash — — — (9 ) — (9 ) Increase in cash and cash equivalents — 23 — 47 — 70 Cash and cash equivalents at beginning of the period — 10 — 35 — 45 Cash and cash equivalents at end of the period $ — $ 33 $ — $ 82 $ — $ 115 Affinia Group Intermediate Holdings Inc. Guarantor Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2014 (Dollars in millions) Parent Issuer Guarantor Non- Guarantor Elimination Consolidated Total Operating activities Net cash provided by (used in) operating activities $ 57 $ (30 ) $ 10 $ 24 $ (57 ) $ 4 Investing activities Proceeds from sale of Chassis group — 149 — — — $ 149 Other investing activities — 4 — — — $ 4 Additions to property, plant and equipment — — (10 ) (8 ) — $ (18 ) Net cash provided by (used in) investing activities — 153 (10 ) (8 ) — 135 Financing activities Repayment of debt (57 ) — — (10 ) 57 $ (10 ) Repayment of term loans — (109 ) — — — $ (109 ) Distribution to our shareholders — (57 ) — — — $ (57 ) Net cash used in financing activities (57 ) (166 ) — (10 ) 57 (176 ) Effect of exchange rates on cash — — — (6 ) — $ (6 ) Decrease in cash and cash equivalents — (43 ) — — — $ (43 ) Cash and cash equivalents at beginning of the period — 68 — 33 — 101 Cash and cash equivalents at end of the period $ — $ 25 $ — $ 33 $ — $ 58 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - MANN+HUMMEL Holding GmbH [Member] - USD ($) $ in Millions | Aug. 13, 2015 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||
Merger agreement terms and conditions | the terms and conditions set forth in the Merger Agreement, the aggregate merger consideration payable to Affinia Canada ULC and Affinia Southern Holdings LLC (collectively, “Sellers”), is $513.1 million (i) minus adjustments reflecting transaction expenses, a $10 million escrow to cover limited indemnities and an amount reserved for the payment of expenses incurred by the sellers’ representative and (ii) plus adjustments reflecting adjusted net proceeds from the sale of the Company’s Brazilian operations previously announced and the sale of the Company’s Argentinian and Uruguayan operations (collectively, the “ASA Transactions”) and a daily interest factor applied to the purchase price. | |
Merger consideration payable to sellers | $ 513.1 | |
Merger agreement escrow deposit | $ 10 | |
Issued and outstanding shares maximum holding percentage by holders post merger agreement | 5.00% | |
Merger agreement termination, description | Merger has not closed within eight months after the date of the Merger Agreement, extended up to sixty days if necessary for Holdings to complete the ASA Transactions (the “Outside Date”) or in the event there is a breach of a representation, warranty, covenant or agreement by the other party which cannot be cured by the Outside Date. | |
Merger agreement closing period | 8 months | |
Merger agreement closing period extension | 60 days |
New Accounting Pronouncements -
New Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Deferred financing costs | $ 11 | $ 14 |
Interest Expense [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Amortization of deferred financing costs | $ 3 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Number of operating segments included in continuing operations | 1 |
Segment Information - Schedule
Segment Information - Schedule of Financial Information of Filtration Segment, Corporate, Eliminations and Other (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 238 | $ 248 | $ 682 | $ 741 |
Operating Profit | 26 | 33 | 66 | 86 |
Operating Segments [Member] | Filtration Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 238 | 248 | 682 | 732 |
Operating Profit | 41 | 46 | 103 | 125 |
Corporate, Eliminations & Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 9 | |||
Operating Profit | $ (15) | $ (13) | $ (37) | $ (39) |
Segment Information - Schedul40
Segment Information - Schedule of Financial Information of Filtration Segment, Corporate, Eliminations and Other (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 238 | $ 248 | $ 682 | $ 741 |
Operating Profit | 26 | 33 | 66 | 86 |
Corporate, Eliminations & Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 9 | |||
Operating Profit | $ (15) | $ (13) | $ (37) | (39) |
Corporate, Eliminations & Other [Member] | ASA’s Venezuelan operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 9 | |||
Operating Profit | $ 3 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) | Oct. 30, 2015USD ($) | Oct. 30, 2015BRL | Sep. 30, 2015USD ($)Property | Sep. 30, 2014USD ($) | May. 31, 2014USD ($) | Sep. 30, 2015USD ($)Property | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Sep. 30, 2015USD ($)Property | Sep. 30, 2014USD ($) | Dec. 31, 2014 | Oct. 30, 2015BRL | Sep. 30, 2015BRLProperty |
Pellegrino [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Selling price on discontinued operations | BRL | BRL 215,000,000 | ||||||||||||
Proceeds from sale of the business, net of cash transferred | $ 58,000,000 | ||||||||||||
Pre-tax gain (loss) on sale of discontinued operation | (25,000,000) | ||||||||||||
Tax expense related to the transaction | $ 0 | $ 0 | $ 0 | ||||||||||
Pellegrino [Member] | President [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Number of properties purchased | Property | 4 | 4 | 4 | 4 | |||||||||
Pellegrino [Member] | President [Member] | Maximum [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Proceeds from sale of the business, net of cash transferred | $ 1,000,000 | ||||||||||||
Book value of properties purchased | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||
Automotiva [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Selling price on discontinued operations | BRL | BRL 146,285,000 | ||||||||||||
Automotiva [Member] | Subsequent Event [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Selling price on discontinued operations | $ 37,897,668 | BRL 146,285,000 | |||||||||||
Proceeds from sale of the business, net of cash transferred | 38,596,513 | BRL 148,982,541 | |||||||||||
Selling price on discontinued operations, net | $ 19,657,726 | ||||||||||||
Automotiva [Member] | Brazilian Bank [Member] | Subsequent Event [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Merger agreement escrow deposit | BRL | BRL 71,000,000 | ||||||||||||
ASA Argentina and Uruguay Segment [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Proceeds from sale of the business, net of cash transferred | 5,000,000 | ||||||||||||
Pre-tax gain (loss) on sale of discontinued operation | (20,000,000) | ||||||||||||
Tax expense (benefit) on sale | 0 | ||||||||||||
ASA Argentina and Uruguay Segment [Member] | Tax Basis | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Pre-tax gain (loss) on sale of discontinued operation | (9,000,000) | ||||||||||||
Chassis Group [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Selling price on discontinued operations | $ 150,000,000 | ||||||||||||
Pre-tax gain (loss) on sale of discontinued operation | 32,000,000 | $ 11,000,000 | $ 21,000,000 | $ 32,000,000 | |||||||||
Cash proceeds on sale of discontinued operations | $ 9,000,000 | 140,000,000 | |||||||||||
Contingent consideration | $ 10,000,000 | ||||||||||||
Post closing purchase price adjustment | $ 1,000,000 | ||||||||||||
Capital loss valuation allowance | 18,000,000 | 18,000,000 | 18,000,000 | ||||||||||
Chassis Group [Member] | Maximum [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Tax expense related to the transaction | $ 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Chassis Group [Member] | Other Activity | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Gain (loss) on sale of discontinued operation | $ (5,000,000) | $ (7,000,000) | |||||||||||
ASA [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Pre-tax gain (loss) on sale of discontinued operation | (45,000,000) | $ (45,000,000) | |||||||||||
Tax expense (benefit) on sale | $ (8,000,000) | ||||||||||||
Sales Revenue Net [Member] | Geographic Concentration Risk [Member] | ASA Brazil Groups [Member] | |||||||||||||
Long Lived Assets Held For Sale [Line Items] | |||||||||||||
Concentration risk percentage | 31.00% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Components Included within Income (Loss) from Discontinued Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income attributable to the Company | $ (37) | $ 13 | $ (36) | $ 45 |
ASA [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 85 | 116 | 265 | 319 |
Cost of sales | (69) | (93) | (214) | (255) |
Gross profit | 16 | 23 | 51 | 64 |
Selling, general and administrative expenses | $ (16) | (14) | (38) | (40) |
Operating profit | 9 | 13 | 24 | |
Income from continuing operations before, income tax provision, and noncontrolling interest | 9 | 14 | 24 | |
Income tax provision | (2) | (5) | (7) | |
Net income attributable to the Company | $ 7 | $ 9 | 17 | |
Chassis Group [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 64 | |||
Income from continuing operations before, income tax provision, and noncontrolling interest | 5 | |||
Income tax provision | 2 | |||
Net income attributable to the Company | $ 3 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Included in Held for Sale (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets of discontinued operations | $ 53 | $ 199 |
Current liabilities of discontinued operations | 23 | 58 |
Automotiva [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 1 | 19 |
Trade accounts receivable | 11 | 56 |
Inventories, net | 22 | 70 |
Other current assets | 5 | 24 |
Property, plant, and equipment, net | 4 | 14 |
Other assets | 10 | 16 |
Current assets of discontinued operations | 53 | 199 |
Accounts payable | 13 | 39 |
Other accrued expenses | 10 | 19 |
Current liabilities of discontinued operations | $ 23 | $ 58 |
Discontinued Operations - Sum44
Discontinued Operations - Summary of Depreciation, Amortization and Capital Expenditure (Detail) - ASA Brazil Groups [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | $ 2 | $ 2 |
Capital expenditures | $ 1 | $ 1 |
Derivatives and Hedging - Sched
Derivatives and Hedging - Schedule of Notional Amounts Associated with Currency Forward Contracts and Interest Rate Swaps (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Foreign Currency Forward Contracts [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative notional amount | $ 51,000,000 | $ 70,000,000 |
Interest Rate Contract [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative notional amount | $ 300,000,000 | $ 300,000,000 |
Derivatives and Hedging - Sch46
Derivatives and Hedging - Schedule of Fair Value of Interest Rate Derivatives and Line Items in Condensed Consolidated Balance Sheets (Detail) - Derivatives Designated as Hedging Instruments [Member] - Interest Rate Contract [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives Fair Value [Line Items] | ||
Derivative Asset, Fair Value | $ 2 | |
Derivative Liability, Fair Value | $ 4 | |
Other Current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative Asset, Fair Value | $ 2 | |
Other Accrued Expenses [Member] | ||
Derivatives Fair Value [Line Items] | ||
Derivative Liability, Fair Value | $ 4 |
Derivatives and Hedging - Sch47
Derivatives and Hedging - Schedule of Pretax Gains and Losses Recognized on De-designated Derivatives and Line Items on Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments Gain Loss [Line Items] | |||
Pretax Gains (Losses) Recognized in Earnings | $ 2 | $ 3 | $ (1) |
Foreign Currency Forward Contracts [Member] | Other Income and Expense Net [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Pretax Gains (Losses) Recognized in Earnings | $ 2 | $ 3 | $ (1) |
Derivatives and Hedging - Sch48
Derivatives and Hedging - Schedule of Gains and Losses Recognized on Cash Flow Hedges and Line Items on Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Total Pretax Gains (Losses) Recorded in AOCI | $ (4) | $ 1 | $ (6) | $ (6) |
Total Pretax (Losses) Recognized in Earnings | 1 | 1 | 2 | 2 |
Interest Rate Contract [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Total Pretax Gains (Losses) Recorded in AOCI | (4) | 1 | (6) | (6) |
Interest Rate Contract [Member] | Interest Expense [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Total Pretax (Losses) Recognized in Earnings | $ 1 | $ 1 | $ 2 | $ 2 |
Debt - Schedule of Fair Value o
Debt - Schedule of Fair Value of Debt, Net of Discount (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Fair Value of Debt | $ 830 | $ 802 |
Senior Notes, Due May 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt maturity date | May 1, 2021 | May 1, 2021 |
Book Value of Debt | $ 250 | $ 250 |
Fair Value Factor | 104.88% | 102.50% |
Fair Value of Debt | $ 262 | $ 256 |
Term Loan B-1, Due April 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt maturity date | Apr. 25, 2016 | Apr. 25, 2016 |
Book Value of Debt | $ 175 | $ 175 |
Fair Value Factor | 99.75% | 97.88% |
Fair Value of Debt | $ 175 | $ 171 |
Term Loan B-2, Due April 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt maturity date | Apr. 25, 2020 | Apr. 25, 2020 |
Book Value of Debt | $ 366 | $ 367 |
Fair Value Factor | 99.25% | 97.00% |
Fair Value of Debt | $ 364 | $ 356 |
ABL Revolver, Due April 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt maturity date | Apr. 1, 2018 | Apr. 1, 2018 |
Fair Value Factor | 100.00% | 100.00% |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Book Value of Debt | $ 29 | $ 19 |
Fair Value Factor | 100.00% | 100.00% |
Fair Value of Debt | $ 29 | $ 19 |
Debt - Additional Information -
Debt - Additional Information - New ABL Revolver (Detail) - ABL Revolver [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Covenant: Availability percentage of total borrowing base | 10.00% | |
Covenant: Availability dollar threshold | $ 10 | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Fixed charge coverage ratio | 100.00% |
Inventories - Summary of Invent
Inventories - Summary of Inventories Net and Excludes Amounts Included in Current Assets of Discontinued Operations (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 64 | $ 56 |
Work-in-process | 16 | 17 |
Finished goods | 86 | 72 |
Inventories, net | $ 166 | $ 145 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Reconciliation of Changes in Return Reserves (Detail) - Return Reserves [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | $ 4 | $ 6 |
Amounts charged to revenue | 5 | 4 |
Returns processed | (5) | (6) |
Ending balance | $ 4 | $ 4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | ||||||
Unrecognized tax benefits | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||
Effective tax rate | 50.00% | 44.00% | 62.00% | 63.00% | ||
Venezuela [Member] | ||||||
Income Tax Examination [Line Items] | ||||||
Currency devaluation | $ 7,000,000 | |||||
Venezuela [Member] | Filtration Segment [Member] | ||||||
Income Tax Examination [Line Items] | ||||||
Currency devaluation | $ 5,000,000 | |||||
Maximum [Member] | ||||||
Income Tax Examination [Line Items] | ||||||
Accrued interest and penalties | $ 1,000,000 | $ 1,000,000 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | ||
Accrued for civil liability | $ 2,000,000 | $ 2,000,000 |
Aggregated maximum exposure to loss | 1,000,000 | |
Reserves associated with claims | 0 | |
Estimated cost for site remediation | 4,000,000 | |
Reserve associated with site remediation | $ 0 |
Accounts Receivable Factoring -
Accounts Receivable Factoring - Summary of Accounts Receivable Factoring (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Commitment Contingency And Related Party Transactions [Abstract] | ||
Gross accounts receivable factored | $ 276 | $ 353 |
Expenses associated with factoring of receivables | $ 2 | $ 3 |
Changes in Accumulated Other 56
Changes in Accumulated Other Comprehensive Income (Loss) - Components of Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning balance | $ (78) | $ (18) | $ (53) | $ (20) |
Other comprehensive income (loss) before reclassifications, net of tax | 5 | (20) | (20) | (18) |
Amounts reclassified from accumulated other comprehensive income (loss) | 1 | 1 | 1 | 1 |
Total other comprehensive income (loss) | 6 | (19) | (19) | (17) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending balance | (72) | (37) | (72) | (37) |
Pension Adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning balance | (1) | (1) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending balance | (1) | (1) | ||
Foreign Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning balance | (78) | (19) | (54) | (26) |
Other comprehensive income (loss) before reclassifications, net of tax | 9 | (20) | (15) | (13) |
Total other comprehensive income (loss) | 9 | (20) | (15) | (13) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending balance | (69) | (39) | (69) | (39) |
Interest Rate Swap [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning balance | 2 | 1 | 7 | |
Other comprehensive income (loss) before reclassifications, net of tax | (4) | (6) | (5) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 1 | 1 | 2 | 1 |
Total other comprehensive income (loss) | (3) | 1 | (4) | (4) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending balance | $ (3) | $ 3 | (3) | $ 3 |
Derivative [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other comprehensive income (loss) before reclassifications, net of tax | 1 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | $ (1) |
Venezuelan Operations - Additio
Venezuelan Operations - Additional Information (Detail) - Venezuela [Member] $ in Millions | 3 Months Ended | ||||
Sep. 30, 2015VEF / $ | Jun. 30, 2015VEF / $ | Mar. 31, 2014USD ($)VEF / $ | Mar. 31, 2015VEF / $ | Dec. 31, 2014VEF / $ | |
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Conversion rate, VEF to U.S. Dollar | 6.3 | ||||
Currency devaluation | $ | $ 7 | ||||
Sales Revenue Net [Member] | Geographic Concentration Risk [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Concentration risk percentage | 13.00% | ||||
Maximum [Member] | Total Assets [Member] | Geographic Concentration Risk [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Maximum [Member] | Total Liabilities [Member] | Geographic Concentration Risk [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Filtration Segment [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Currency devaluation | $ | 5 | ||||
ASA [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Currency devaluation | $ | $ 2 | ||||
SICAD 1 [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Conversion rate, VEF to U.S. Dollar | 10.7 | 12 | |||
Percentage of currency depreciation | 6.70% | ||||
SICAD 1 [Member] | Minimum [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Conversion rate, VEF to U.S. Dollar | 12.8 | 12 | 10.7 | ||
SICAD 1 [Member] | Maximum [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Conversion rate, VEF to U.S. Dollar | 13.5 | 12.8 | 12 | ||
SICAD 2 [Member] | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Conversion rate, VEF to U.S. Dollar | 50.86 | ||||
SICAD 2 [Member] | Marginal Currency System | |||||
Financial Statement Line Items With Differences In Reported Amount And Reporting Currency Denominated Amounts [Line Items] | |||||
Conversion rate, VEF to U.S. Dollar | 197 |
Restructuring of Operations - A
Restructuring of Operations - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring | $ 1 | $ 3 |
Related to Ending of Relationship [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring | 1 | |
Maximum [Member] | Related to Relocation of Corporate Headquarters [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring | $ 1 |
Restructuring of Operations - S
Restructuring of Operations - Schedule of Restructuring Charges and Activity (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance | $ 3 |
Reductions to liability: | |
Cash payments | (2) |
Ending balance | $ 1 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options exercised | 12,383 | 12,383 | ||
Stock options exercised per share price | $ 62.87 | $ 62.87 | ||
Proceeds from stock options exercised | $ 1,000,000 | $ 1,000,000 | $ 0 | |
Time Based Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vested stock units | 19,639 | |||
Number of stock unit issued | 7,856 | |||
Stock-based compensation expense | $ 3,000,000 | $ 0 | ||
Performance Based Restricted Stock Unit [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock unit issued | 7,856 | |||
Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vested stock units | 19,639 | |||
Number of stock unit issued | 1,000 | 5,000 | 13,856 |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Restricted Stock Units (Detail) - Restricted Stock Units [Member] - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning Balance | 184,305 | ||
Granted | 1,000 | 5,000 | 13,856 |
Vested | (19,639) | ||
Settled | (13,065) | ||
Forfeited/expired | (14,124) | ||
Ending Balance | 151,333 | 151,333 |
Financial Information for Gua62
Financial Information for Guarantors and Non-Guarantors - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Apr. 25, 2013 | |
Condensed Financial Statements, Captions [Line Items] | ||
Ownership interest in Affinia Group Inc. | 100.00% | |
Senior Notes [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Aggregate principal amount | $ 250 | |
Debt outstanding | $ 250 |
Financial Information for Gua63
Financial Information for Guarantors and Non-Guarantors - Guarantor Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | $ 238 | $ 248 | $ 682 | $ 741 |
Cost of sales | (176) | (181) | (513) | (545) |
Gross profit | 62 | 67 | 169 | 196 |
Selling, general and administrative expenses | (36) | (34) | (103) | (110) |
Operating profit | 26 | 33 | 66 | 86 |
Other income and expense, net | (4) | (5) | (9) | |
Interest expense | (14) | (15) | (40) | (45) |
Income from continuing operations before, income tax provision, and noncontrolling interest | 8 | 18 | 21 | 32 |
Income tax provision | (4) | (8) | (13) | (20) |
Net income (loss) from continuing operations | 4 | 10 | 8 | 12 |
(Loss) income from discontinued operations, net of tax | (37) | 13 | (36) | 45 |
Net (loss) income | (33) | 23 | (28) | 57 |
Parent [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Equity in income, net of tax | (33) | 23 | (28) | 57 |
Net income (loss) from continuing operations | (33) | 23 | 57 | |
Net (loss) income | (33) | 23 | (28) | 57 |
Issuer [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Selling, general and administrative expenses | (13) | (8) | (34) | (30) |
Operating profit | (13) | (8) | (34) | (30) |
Other income and expense, net | (2) | (2) | ||
Interest expense | (13) | (15) | (38) | (44) |
Income from continuing operations before, income tax provision, and noncontrolling interest | (26) | (23) | (74) | (76) |
Income tax provision | (2) | (5) | (6) | (8) |
Equity in income, net of tax | (5) | 51 | 52 | 141 |
Net income (loss) from continuing operations | (33) | 23 | (80) | 57 |
Net (loss) income | (33) | 23 | (28) | 57 |
Guarantor [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | 157 | 171 | 471 | 518 |
Cost of sales | (123) | (133) | (376) | (407) |
Gross profit | 34 | 38 | 95 | 111 |
Selling, general and administrative expenses | (14) | (17) | (43) | (51) |
Operating profit | 20 | 21 | 52 | 60 |
Other income and expense, net | (1) | (2) | (1) | |
Income from continuing operations before, income tax provision, and noncontrolling interest | 19 | 21 | 50 | 59 |
Equity in income, net of tax | (24) | 24 | 2 | 57 |
Net income (loss) from continuing operations | (5) | 45 | 50 | 116 |
(Loss) income from discontinued operations, net of tax | 6 | 25 | ||
Net (loss) income | (5) | 51 | 52 | 141 |
Non-Guarantor [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | 119 | 117 | 328 | 344 |
Cost of sales | (91) | (88) | (254) | (259) |
Gross profit | 28 | 29 | 74 | 85 |
Selling, general and administrative expenses | (9) | (9) | (26) | (29) |
Operating profit | 19 | 20 | 48 | 56 |
Other income and expense, net | (3) | (1) | (6) | |
Interest expense | (1) | (2) | (1) | |
Income from continuing operations before, income tax provision, and noncontrolling interest | 15 | 20 | 45 | 49 |
Income tax provision | (2) | (3) | (7) | (12) |
Net income (loss) from continuing operations | 13 | 17 | 38 | 37 |
(Loss) income from discontinued operations, net of tax | (37) | 7 | (36) | 20 |
Net (loss) income | (24) | 24 | 2 | 57 |
Eliminations [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | (38) | (40) | (117) | (121) |
Cost of sales | 38 | 40 | 117 | 121 |
Equity in income, net of tax | 62 | (98) | (26) | (255) |
Net income (loss) from continuing operations | 62 | (98) | (255) | |
Net (loss) income | $ 62 | $ (98) | $ (26) | $ (255) |
Financial Information for Gua64
Financial Information for Guarantors and Non-Guarantors - Guarantor Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | $ (33) | $ 23 | $ (28) | $ 57 |
Other comprehensive income (loss), net of tax: | ||||
Change in fair value | 0 | 0 | 1 | 0 |
Reclassification earnings | 0 | 0 | (1) | 0 |
Change in the fair value of derivatives | 1 | |||
Reclassification into earnings for derivatives | (1) | |||
Change in foreign currency translation adjustments | 9 | (20) | (15) | (13) |
Total other comprehensive income (loss) | 6 | (19) | (19) | (17) |
Total comprehensive (loss) income | (27) | 4 | (47) | 40 |
Parent [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | (33) | 23 | (28) | 57 |
Other comprehensive income (loss), net of tax: | ||||
Change in the fair value of derivatives | 1 | |||
Reclassification into earnings for derivatives | (1) | |||
Change in foreign currency translation adjustments | 9 | (20) | (15) | (13) |
Total other comprehensive income (loss) | 6 | (19) | (19) | (17) |
Total comprehensive (loss) income | (27) | 4 | (47) | 40 |
Issuer [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | (33) | 23 | (28) | 57 |
Other comprehensive income (loss), net of tax: | ||||
Change in the fair value of derivatives | 1 | |||
Reclassification into earnings for derivatives | (1) | |||
Change in foreign currency translation adjustments | 9 | (20) | (15) | (13) |
Total other comprehensive income (loss) | 6 | (19) | (19) | (17) |
Total comprehensive (loss) income | (27) | 4 | (47) | 40 |
Guarantor [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | (5) | 51 | 52 | 141 |
Other comprehensive income (loss), net of tax: | ||||
Total comprehensive (loss) income | (5) | 51 | 52 | 141 |
Non-Guarantor [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | (24) | 24 | 2 | 57 |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation adjustments | 9 | (20) | (15) | (13) |
Total other comprehensive income (loss) | 9 | (20) | (15) | (13) |
Total comprehensive (loss) income | (15) | 4 | (13) | 44 |
Eliminations [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | 62 | (98) | (26) | (255) |
Other comprehensive income (loss), net of tax: | ||||
Change in the fair value of derivatives | (1) | |||
Reclassification into earnings for derivatives | 1 | |||
Change in foreign currency translation adjustments | (18) | 40 | 30 | 26 |
Total other comprehensive income (loss) | (15) | 39 | 34 | 30 |
Total comprehensive (loss) income | 47 | (59) | 8 | (225) |
Interest Rate Swap [Member] | ||||
Other comprehensive income (loss), net of tax: | ||||
Change in fair value | (4) | 1 | (6) | (4) |
Reclassification earnings | 1 | 0 | 2 | 0 |
Interest Rate Swap [Member] | Parent [Member] | ||||
Other comprehensive income (loss), net of tax: | ||||
Change in fair value | (4) | 1 | (6) | (4) |
Reclassification earnings | 1 | 2 | ||
Interest Rate Swap [Member] | Issuer [Member] | ||||
Other comprehensive income (loss), net of tax: | ||||
Change in fair value | (4) | 1 | (6) | (4) |
Reclassification earnings | 1 | 2 | ||
Interest Rate Swap [Member] | Eliminations [Member] | ||||
Other comprehensive income (loss), net of tax: | ||||
Change in fair value | 4 | $ (1) | 6 | $ 4 |
Reclassification earnings | $ (1) | $ (2) |
Financial Information for Gua65
Financial Information for Guarantors and Non-Guarantors - Guarantor Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 114 | $ 26 |
Restricted cash | 6 | 4 |
Accounts receivable | 88 | 89 |
Inventories, net | 166 | 145 |
Other current assets | 49 | 81 |
Current assets of discontinued operations | 53 | 199 |
Total current assets | 476 | 544 |
Property, plant, and equipment, net | 109 | 109 |
Investments and other assets | 171 | 168 |
Total assets | 756 | 821 |
Current liabilities: | ||
Accounts payable | 97 | 99 |
Notes payable | 204 | 19 |
Other accrued expenses | 63 | 43 |
Accrued payroll and employee benefits | 16 | 16 |
Current liabilities of discontinued operations | 23 | 58 |
Total current liabilities | 403 | 235 |
Long-term debt | 616 | 792 |
Deferred employee benefits and noncurrent liabilities | 16 | 13 |
Total liabilities | 1,035 | 1,040 |
Total shareholder's (deficit) equity | (279) | (219) |
Total liabilities and shareholder's deficit | 756 | 821 |
Parent [Member] | ||
Current assets: | ||
Intercompany investments | (279) | (220) |
Total assets | (279) | (220) |
Current liabilities: | ||
Total shareholder's (deficit) equity | (279) | (220) |
Total liabilities and shareholder's deficit | (279) | (220) |
Issuer [Member] | ||
Current assets: | ||
Cash and cash equivalents | 33 | 10 |
Other current assets | 24 | 44 |
Total current assets | 57 | 54 |
Property, plant, and equipment, net | 2 | 1 |
Investments and other assets | 123 | 121 |
Intercompany investments | 462 | 388 |
Intercompany (payables) receivables | (82) | 48 |
Total assets | 562 | 612 |
Current liabilities: | ||
Accounts payable | 10 | 10 |
Notes payable | 176 | |
Other accrued expenses | 23 | 15 |
Accrued payroll and employee benefits | 2 | 9 |
Current liabilities of discontinued operations | 6 | |
Total current liabilities | 217 | 34 |
Long-term debt | 616 | 792 |
Deferred employee benefits and noncurrent liabilities | 8 | 5 |
Total liabilities | 841 | 831 |
Total shareholder's (deficit) equity | (279) | (219) |
Total liabilities and shareholder's deficit | 562 | 612 |
Guarantor [Member] | ||
Current assets: | ||
Accounts receivable | 38 | 44 |
Inventories, net | 100 | 98 |
Other current assets | 2 | 1 |
Total current assets | 140 | 143 |
Property, plant, and equipment, net | 57 | 57 |
Investments and other assets | 37 | 36 |
Intercompany investments | 775 | 749 |
Intercompany (payables) receivables | (461) | (508) |
Total assets | 548 | 477 |
Current liabilities: | ||
Accounts payable | 64 | 70 |
Other accrued expenses | 16 | 15 |
Accrued payroll and employee benefits | 6 | 4 |
Total current liabilities | 86 | 89 |
Total liabilities | 86 | 89 |
Total shareholder's (deficit) equity | 462 | 388 |
Total liabilities and shareholder's deficit | 548 | 477 |
Non-Guarantor [Member] | ||
Current assets: | ||
Cash and cash equivalents | 81 | 16 |
Restricted cash | 6 | 4 |
Accounts receivable | 50 | 45 |
Inventories, net | 66 | 47 |
Other current assets | 23 | 36 |
Current assets of discontinued operations | 53 | 199 |
Total current assets | 279 | 347 |
Property, plant, and equipment, net | 50 | 51 |
Investments and other assets | 11 | 11 |
Intercompany (payables) receivables | 543 | 460 |
Total assets | 883 | 869 |
Current liabilities: | ||
Accounts payable | 23 | 19 |
Notes payable | 28 | 19 |
Other accrued expenses | 24 | 13 |
Accrued payroll and employee benefits | 8 | 3 |
Current liabilities of discontinued operations | 17 | 58 |
Total current liabilities | 100 | 112 |
Deferred employee benefits and noncurrent liabilities | 8 | 8 |
Total liabilities | 108 | 120 |
Total shareholder's (deficit) equity | 775 | 749 |
Total liabilities and shareholder's deficit | 883 | 869 |
Eliminations [Member] | ||
Current assets: | ||
Intercompany investments | (958) | (917) |
Total assets | (958) | (917) |
Current liabilities: | ||
Total shareholder's (deficit) equity | (958) | (917) |
Total liabilities and shareholder's deficit | $ (958) | $ (917) |
Financial Information for Gua66
Financial Information for Guarantors and Non-Guarantors - Guarantor Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | |||
Net cash provided by (used in) operating activities | $ 48 | $ 4 | |
Investing activities | |||
Proceeds from the sale of the business | 56 | 149 | |
Change in restricted cash | (2) | 0 | |
Other Investing Activities | 4 | ||
Additions to property, plant and equipment | (17) | (18) | |
Net cash provided by investing activities | 37 | 135 | |
Financing activities | |||
Proceeds from other debt | 24 | 0 | |
Repayments of debt | (15) | (10) | |
Repayment of term loans | 0 | (109) | |
Proceeds from stock options exercised | $ 1 | 1 | 0 |
Distribution to our shareholders | (15) | (57) | |
Other financing activities | (1) | 0 | |
Net cash used in financing activities | (6) | (176) | |
Effect of exchange rates on cash | (9) | (6) | |
Increase (decrease) in cash and cash equivalents | 70 | (43) | |
Cash and cash equivalents at beginning of the period | 45 | 101 | |
Cash and cash equivalents at end of the period | 115 | 115 | 58 |
Parent [Member] | |||
Operating activities | |||
Net cash provided by (used in) operating activities | 15 | 57 | |
Financing activities | |||
Repayments of debt | (15) | (57) | |
Net cash used in financing activities | (15) | (57) | |
Issuer [Member] | |||
Operating activities | |||
Net cash provided by (used in) operating activities | (17) | (30) | |
Investing activities | |||
Proceeds from the sale of the business | 56 | 149 | |
Other Investing Activities | 4 | ||
Additions to property, plant and equipment | (1) | ||
Net cash provided by investing activities | 55 | 153 | |
Financing activities | |||
Repayment of term loans | (109) | ||
Proceeds from stock options exercised | 1 | ||
Distribution to our shareholders | (15) | (57) | |
Other financing activities | (1) | ||
Net cash used in financing activities | (15) | (166) | |
Increase (decrease) in cash and cash equivalents | 23 | (43) | |
Cash and cash equivalents at beginning of the period | 10 | 68 | |
Cash and cash equivalents at end of the period | 33 | 33 | 25 |
Guarantor [Member] | |||
Operating activities | |||
Net cash provided by (used in) operating activities | 7 | 10 | |
Investing activities | |||
Additions to property, plant and equipment | (7) | (10) | |
Net cash provided by investing activities | (7) | (10) | |
Non-Guarantor [Member] | |||
Operating activities | |||
Net cash provided by (used in) operating activities | 58 | 24 | |
Investing activities | |||
Change in restricted cash | (2) | ||
Additions to property, plant and equipment | (9) | (8) | |
Net cash provided by investing activities | (11) | (8) | |
Financing activities | |||
Proceeds from other debt | 24 | ||
Repayments of debt | (15) | (10) | |
Net cash used in financing activities | 9 | (10) | |
Effect of exchange rates on cash | (9) | (6) | |
Increase (decrease) in cash and cash equivalents | 47 | ||
Cash and cash equivalents at beginning of the period | 35 | 33 | |
Cash and cash equivalents at end of the period | $ 82 | 82 | 33 |
Eliminations [Member] | |||
Operating activities | |||
Net cash provided by (used in) operating activities | (15) | (57) | |
Financing activities | |||
Repayments of debt | 15 | 57 | |
Net cash used in financing activities | $ 15 | $ 57 |