Federal-mogul (FDML) 10-K/A 2015 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

Commission File Number: 001-34029

FEDERAL-MOGUL HOLDINGS CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	46-5182047
(State or other jurisdiction of incorporation or organization)	(IRS Employer I.D. No.)
27300 West 11 Mile Road, Southfield, Michigan	48034
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number including area code: (248) 354-7700

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Name of Each Exchange on Which Registered
Common Stock par value $0.01 per share	The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

Title of Class

Warrants to purchase Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨  No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ¨
Accelerated filer x Non-accelerated filer ¨
Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $346 million as of June 30, 2015 based on the reported last sale price as reported on the NASDAQ Global Select Market on that date.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  x   No  ¨

The Registrant had 169,040,651 shares of common stock outstanding as of March 28, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for its 2016 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report.

INDEX

	Page No.
Form 10-K/A Explanatory Note	1
Item 15	2
Exhibit Index	3
Signatures	4

EXPLANATORY NOTE

The Company is filing this Amendment No. 1 on Form 10-K/A (“Amended 10-K”) to its Annual Report on Form 10-K for the year-ended December 31, 2015 (“Original 10-K”) filed with the Securities and Exchange Commission (“SEC”) on February 29, 2016 to include the audited financial statements and related notes of Federal Mogul Powertrain Otomotiv A.S. and FM Motorparts Otomotiv A.S., which are unconsolidated joint ventures incorporated in Turkey (“Turkey Joint Ventures”).

The Company owns a 50% non-controlling interest in the Turkey Joint Ventures and accounts for them using the equity method of accounting. Pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Rule 3-09”), the Turkey Joint Ventures met the significant subsidiary test for the year ended December 31, 2015. In accordance with Rule 3-09(b)(1), the audited financial statements and related notes of the Turkey Joint Ventures are being filed as an amendment to the Original 10-K within 90 days after the end of the Company’s fiscal year. The financial statements and related notes of the Turkey Joint Ventures have been prepared in accordance with generally accepted accounting principles in the United States.

Item 15 is the only portion of the Original 10-K being amended by this Form 10-K/A. In connection with the filing of this Amended 10-K and pursuant to SEC rules, the Company is including in exhibits: 1) The Combined Consolidated Financial Statements of the Turkey Joint Ventures; 2) Consent of the independent auditors of the Turkey Joint Ventures; and 3) Certifications of our CEO's and CFO. This Amended 10-K does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Annual Report. Accordingly, this Amended 10-K should be read in conjunction with Federal-Mogul Holdings Corporation’s filings with the SEC subsequent to the filing of the Annual Report.

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Item 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1.Financial Statements

The following financial statements of Federal-Mogul Holdings Corporation and its consolidated subsidiaries, and related notes and reports, were filed as part of the Annual Report on Form 10-K filed with the SEC on February 29, 2016:

Reports of Independent Registered Public Accounting Firm;

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013;

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013;

Consolidated Balance Sheets as of December 31, 2015 and 2014;

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013;

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013; and,

Notes to Consolidated Financial Statements.

2. Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts of the Company and its consolidated subsidiaries was filed as part of the Annual Report on Form 10-K filed with the SEC on February 29, 2016.

All other financial statement schedules are omitted because they are not required or applicable under instructions contained in Regulation S-X or because the information called for is shown in the financial statements and notes thereto.

3. Exhibits

The exhibits listed on the "Exhibit Index" on pages 3-5 are filed with this Amendment No. 1 on Form 10-K/A or incorporated by reference as set forth therein.

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EXHIBIT INDEX

15(b). Exhibits

The Company will furnish upon request any of the following exhibits upon payment of the Company’s reasonable expenses for furnishing such exhibit.

2.1	Agreement and Plan of Merger, dated April 14, 2014, by and among Federal-Mogul Corporation, Federal-Mogul Holdings Corporation, Federal-Mogul MergerCo Inc. and Federal-Mogul Holding Sweden AB. (Incorporated by Reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated April 14, 2014 and filed with the Securities and Exchange Commission on April 16, 2014).
2.2	Asset Purchase Agreement, dated as of January 21, 2014, between Affinia Group Inc. and VCS Quest Acquisition LLC (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 21, 2014 and filed with the Securities and Exchange Commission on January 22, 2014).
2.3	Letter Agreement, dated April 29, 2014, by and between Federal-Mogul Chassis LLC and Affinia Group Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 29, 2014 and filed with the Securities and Exchange Commission on May 2, 2014).
2.4	Amended and Restated Stock and Asset Purchase Agreement dated as of January 7, 2014 by and among Honeywell International Inc., Platin 966. GmbH and Saxid SAS (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated July 9, 2014 and filed with the Securities and Exchange Commission on July 15, 2014).
3.1	Certificate of Incorporation of Federal-Mogul Holdings Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 14, 2014 and filed with the Securities and Exchange Commission on April 16, 2014).
3.2	Bylaws of Federal-Mogul Holdings Corporation (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated April 14, 2014 and filed with the Securities and Exchange Commission on April 16, 2014).
4.1	Federal-Mogul U.S. Asbestos Personal Injury Trust Agreement by and among the Company, the Future Claimants Representative, the Official Committee of Asbestos Claimants, the Trustees, Wilmington Trust Company, and the members of the Trust Advisory Committee, dated as of December 27, 2007 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 27, 2007 and filed with the Securities and Exchange Commission on January 3, 2008).
4.2	Registration Rights Agreement dated as of December 27, 2007 by and among the company, Thornwood Associates Limited Partnership and the Federal-Mogul Asbestos Personal Injury Trust (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K dated December 27, 2007 and filed with the Securities and Exchange Commission on January 3, 2008.)
4.3	Amendment and Joinder to Federal-Mogul Corporation Registration Rights Agreement among Federal-Mogul Corporation and IEH FM Holdings LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 9, 2013 and filed with the Securities and Exchange Commission on July 11, 2013.)
10.1	Federal-Mogul Corporation 2010 Stock Incentive Plan (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 26, 2010 and filed with the Securities and Exchange Commission on June 2, 2010). †
10.2	Form of Stock Appreciation Rights Agreement (Incorporated by Reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 26, 2010 and filed with the Securities and Exchange Commission on June 2, 2010). †
10.3	Employment Agreement by and between the Company and Rainer Jueckstock dated as of April 1, 2012. (Incorporated by Reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 20, 2012 and filed with the Securities and Exchange Commission on March 14, 2012). †
10.4	Federal-Mogul 2015 Powertrain Management Incentive Plan (MIP) (Incorporated by Reference to Exhibit 10.4 to the Company’s Quarterly Report filed on Form 10-Q for the quarter ended March 31, 2015 and filed with the Securities and Exchange Commission on April 29, 2015). †
10.5	Federal-Mogul 2015 Motorparts Management Incentive Plan (MIP) (Incorporated by Reference to Exhibit 10.5 to the Company’s Quarterly Report filed on Form 10-Q for the quarter ended March 31, 2015 and filed with the Securities and Exchange Commission on April 29, 2015). †

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	10.6	Federal-Mogul 2015-2015 EVA Award Agreement-Powertrain Segment (Incorporated by Reference to Exhibit 10.6 to the Company’s Quarterly Report filed on Form 10-Q for the quarter ended March 31, 2015 and filed with the Securities and Exchange Commission on April 29, 2015). †
	10.7	Federal-Mogul Motorparts Award Agreement (Incorporated by Reference to Exhibit 10.7 to the Company’s Quarterly Report filed on Form 10-Q for the quarter ended March 31, 2015 and filed with the Securities and Exchange Commission on April 29, 2015). †
	10.8	Replacement Revolving Facility dated December 6, 2013, which is an amendment of the Term Loan and Revolving Credit Agreement, dated as of December 27, 2007, among the Company, the lenders party thereto, Citicorp USA, Inc., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Wachovia Capital Finance Corporation and Wells Fargo Foothill, LLC, as Co-Documentation Agents, to amend its existing revolving credit facility to provide for a replacement revolving credit facility (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 6, 2013 and filed with the Securities and Exchange Commission on December 9, 2013).
	10.9	Employment Agreement by and between the Company and Rajesh K. Shah dated as of December 9, 2013. (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013). †
	10.10	Amendment Agreement dated as of April 15, 2014 to the Term Loan and Revolving Credit Agreement dated as of December 27, 2007 among Federal-Mogul Corporation, Citicorp USA, Inc. and each of the lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 14, 2014 and filed with the Securities and Exchange Commission on April 16, 2014).
	10.11	Separation Agreement between the Company and Kevin P. Freeland, dated February 4, 2014 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 4, 2014 and filed with the Securities and Exchange Commission on February 10, 2014). †
	10.12	Employment Agreement by and between the Company and Daniel A. Ninivaggi dated as of February 5, 2014. (Incorporated by Reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 4, 2104 and filed with the Securities and Exchange Commission on February 10, 2014). †
	10.13	Federal-Mogul Corporation 2010 Stock Incentive Plan 2014-15 EVA Award Agreement - Powertrain Segment (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013). †
	10.14	Amended and Restated Share and Asset Purchase Agreement dated as of January 23, 2015 by and between TRW Automotive Inc. and Federal-Mogul Valvetrain Gmbh (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed dated January 23, 2015 and filed with the Securities and Exchange Commission on January 29, 2015).
	10.15	Tax Allocation Agreement by and among American Entertainment Properties Corp. and Federal Mogul Corporation dated as of July 11, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 9, 2013 and filed with the Securities and Exchange Commission on July 11, 2013.)
	21	Subsidiaries of the Registrant.
	23.1	Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP
*	23.2	Consent of Independent Registered Public Accounting Firm - ENGIN BAGIMSIZ DENETIM VE SERBEST MUHASEBECILIK MALI MUSAVIRLIK A.S.
	31.1	Certification by the Company’s Co-Chief Executive Officer pursuant to Rule 13a-14
	31.2	Certification by the Company’s Co-Chief Executive Officer pursuant to Rule 13a-14
	31.3	Certification by the Company’s Chief Financial Officer pursuant to Rule 13a-14
*	31.4	Certification by the Company’s Co-Chief Executive Officer pursuant to Rule 13a-14
*	31.5	Certification by the Company’s Co-Chief Executive Officer pursuant to Rule 13a-14
*	31.6	Certification by the Company’s Chief Financial Officer pursuant to Rule 13a-14
	32	Certification by the Company’s Co-Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b)
*	32.1	Certification by the Company’s Co-Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b)

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*	99	Federal Mogul Powertrain Otomotiv A.S. and FM Motorparts Otomotiv A.S.
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

*	Filed Herewith
†	Management contracts and compensatory plans or arrangements.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FEDERAL-MOGUL HOLDINGS CORPORATION

By:	/s/Jérôme Rouquet
	Jérôme Rouquet
	Senior Vice President and
	Chief Financial Officer

Dated: March 29, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Daniel A. Ninivaggi	Co-Chairman and Co-Chief Executive Officer, Federal-Mogul Holdings Corporation Chief Executive Officer, Motorparts Division, Director	March 29, 2016
Daniel A. Ninivaggi
/s/ Rainer Jueckstock	Co-Chairman and Co-Chief Executive Officer, Federal-Mogul Holdings Corporation Chief Executive Officer, Powertrain Division, Director	March 29, 2016
Rainer Jueckstock
/s/ Jérôme Rouquet	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	March 29, 2016
Jérôme Rouquet
/s/ John S. Patouhas	Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 29, 2016
John S. Patouhas
/s/ SungHwan Cho	Director	March 29, 2016
SungHwan Cho
/s/ Thomas W. Elward	Director	March 29, 2016
Thomas W. Elward
/s/ George Feldenkreis	Director	March 29, 2016
George Feldenkreis
/s/ J. Michael Laisure	Director	March 29, 2016
J. Michael Laisure
/s/ Courtney Mather	Director	March 29, 2016
Courtney Mather
/s/ Michael Nevin	Director	March 29, 2016
Michael Nevin
/s/ Louis Pastor	Director	March 29, 2016
Louis Pastor
/s/ Neil S. Subin	Director	March 29, 2016
Neil S. Subin

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