UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
As previously reported, on September 20, 2020 (the “Petition Date”), Garrett Motion Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the caption “In re Garrett Motion Inc., 20-12212.”
The Company is making available a presentation (the “Presentation”) to certain potential lenders participating in a meeting regarding the syndication of credit facilities to provide a portion of the exit financing for the Company and its subsidiaries following emergence from the Chapter 11 Cases. A copy of the Presentation is furnished as Exhibit 99.1 hereto.
The Presentation was prepared to facilitate discussions among the Company and its prospective lenders and not for use by other holders or prospective holders of the Company’s securities and should not be relied upon to make an investment decision with respect to the Company. The Presentation includes estimated financial information and projections for the Company after giving effect to transactions that are expected to occur at the time of or prior to the Company’s emergence from chapter 11. The estimated financial information and projections are subject to numerous assumptions, risks and limitations. The projections were prepared using information available at the time they were prepared and do not reflect all accounting adjustments that would occur upon emergence. The estimated financial information and projections have not been audited. All projections reflect numerous estimates and assumptions made by management of the Company with respect to its financial condition, the performance of its business and conditions within its industry, general economic, market and financial conditions and numerous other factors, including the impact of COVID-19. All of these factors are difficult to predict accurately and in many cases are outside of the Company’s control. Finally, the financial information presented reflects assumptions about the terms of the Company’s proposed exit financing and other post-emergence securities, including with respect to fees and interest rates, which may differ from actual fees or rates. Actual results may differ from those reflected in the historical and projected financial information included in the Presentation, and such differences may be material. The Presentation does not constitute and the Company has not made by making this Presentation available a representation to any person regarding the Company’s future financial results or how any obligations will be treated as part of the reorganization. Many of the transactions set out in the Presentation remain subject to court approval. The Company may not pursue the contemplated transactions, or the terms of the contemplated transactions may change, and such changes may be material. Furthermore, the Company is not required to publicly update the Presentation to reflect more current facts or estimates or the occurrence of future events (1) if the facts, estimates and assumptions upon which the Presentation is based are erroneous, (2) if changes are made to any plan of reorganization, or (3) in other circumstances. Any projections or forecasts included in the Presentation were not prepared with a view toward public disclosure or compliance with the published guidelines of the U.S. Securities and Exchange Commission. The Company’s independent accountants have not audited or performed any review procedures on the estimated information or projections contained in the Presentation. The Presentation includes certain measures that are not measures recognized under GAAP. These measures do not purport to be alternatives to measures presented in accordance with GAAP.
The Presentation does not constitute an offer to sell or a solicitation of an offer to buy securities.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Cautionary Information Regarding Trading in the Company’s Securities.
The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 21E of the Exchange Act, as amended. All statements, other than statements of fact, that address activities, events or developments that the Company or the Company’s management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These include statements regarding the proposed financing and the other transactions that may occur as part of the reorganization, as well as the projections and all other forward-looking or pro forma financial information. Although the Company believes forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to those described in the Company’s annual report on Form 10-K for the year ended December 31, 2020, as well as the Company’s other filings with the Securities and Exchange Commission, under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” In addition, plans relating to the proposed financing and other contemplated transactions may change, costs may increase, or financing or other contemplated transactions may not be available or able to be consummated on the proposed terms or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by the Company’s forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Lender Presentation, February 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 23, 2021 | Garrett Motion Inc. | |||||
| By: | /s/ Jerome Maironi | |||||
| Jerome Maironi | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1 February 2021 LENDER PRESENTATIONExhibit 99.1 February 2021 LENDER PRESENTATION
Forward Looking Statements This presentation may contain “forward-looking statements” within the meaning of Section 21E of the Exchange Act, as amended. All statements, other than statements of fact, that address activities, events or developments that the Company or the Company’s management intend, expe ct, project, believe or anticipate will or may occur in the future are forward-looking statements. The Presentation includes estimated financial information and projections for the Company after giving effect to transactions that are expected to occur at the time of or prior to the Company’s emergence from chapter 11. All projections reflect numerous estimates and assumptions made by management of the Company with respect to its financial condition, the performance of its b usiness and conditions within its industry, general economic, market and financial conditions and numerous other factors, including the impact of COVID -19. The financial information presented in this Presentation reflects assumptions about the terms of the Company’s proposed exit financing and other post-emergence securities, including with respect to fees and interest rates, which may differ from actual terms, including fees or rates, and such differences may be material. Although the Company believes forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties , and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to those described in the Company’s annual report on Form 10-K for the year ended December 31, 2020, as well as in the Company’s other filings with the Securities and Exchange Commission, under the hea dings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” In addition, many of the transactions set out in the Presentation remain subject to court approval, and the Company may not obtain financing or consummate the proposed transactions on the terms contemplated or at all. You are ca utioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by the Company’s forward -looking statements. Non-GAAP Financial Measures This presentation includes Adjusted EBITDA and other financial measures not compliant with generally accepted accounting prin ciples in the United States (“GAAP”). Adjusted EBITDA is adjusted for certain items as presented in the section of the Appendix titled Adj. EBITDA Walkdown and may not be directly comparable to similar measures used by other companies in our industry, as other companies may define such measures different ly. Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our on going operations and in analysis of ongoing operating trends. Garrett believes that Adjusted EBITDA is an important indicator of operating performanc e because it excludes the effects of income taxes and certain other items, as well as the effects of financing and investing activities by eliminating the effects of interest and depreciation expenses and therefore more closely measures our operational performance. The non-GAAP metrics included in this presentation should be considered in addition to, and not as replacements for, the most comparable GAAP measure. For additional information, see our annual report on Form 10 -K for the year ended December 31, 2020. Copyrights © 2021 Garrett Motion Inc.Forward Looking Statements This presentation may contain “forward-looking statements” within the meaning of Section 21E of the Exchange Act, as amended. All statements, other than statements of fact, that address activities, events or developments that the Company or the Company’s management intend, expe ct, project, believe or anticipate will or may occur in the future are forward-looking statements. The Presentation includes estimated financial information and projections for the Company after giving effect to transactions that are expected to occur at the time of or prior to the Company’s emergence from chapter 11. All projections reflect numerous estimates and assumptions made by management of the Company with respect to its financial condition, the performance of its b usiness and conditions within its industry, general economic, market and financial conditions and numerous other factors, including the impact of COVID -19. The financial information presented in this Presentation reflects assumptions about the terms of the Company’s proposed exit financing and other post-emergence securities, including with respect to fees and interest rates, which may differ from actual terms, including fees or rates, and such differences may be material. Although the Company believes forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties , and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to those described in the Company’s annual report on Form 10-K for the year ended December 31, 2020, as well as in the Company’s other filings with the Securities and Exchange Commission, under the hea dings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” In addition, many of the transactions set out in the Presentation remain subject to court approval, and the Company may not obtain financing or consummate the proposed transactions on the terms contemplated or at all. You are ca utioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by the Company’s forward -looking statements. Non-GAAP Financial Measures This presentation includes Adjusted EBITDA and other financial measures not compliant with generally accepted accounting prin ciples in the United States (“GAAP”). Adjusted EBITDA is adjusted for certain items as presented in the section of the Appendix titled Adj. EBITDA Walkdown and may not be directly comparable to similar measures used by other companies in our industry, as other companies may define such measures different ly. Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our on going operations and in analysis of ongoing operating trends. Garrett believes that Adjusted EBITDA is an important indicator of operating performanc e because it excludes the effects of income taxes and certain other items, as well as the effects of financing and investing activities by eliminating the effects of interest and depreciation expenses and therefore more closely measures our operational performance. The non-GAAP metrics included in this presentation should be considered in addition to, and not as replacements for, the most comparable GAAP measure. For additional information, see our annual report on Form 10 -K for the year ended December 31, 2020. Copyrights © 2021 Garrett Motion Inc.
Today’s presenters Olivier Rabiller Sean Deason CEO, Garrett CFO, Garrett Copyrights © 2021 Garrett Motion Inc.Today’s presenters Olivier Rabiller Sean Deason CEO, Garrett CFO, Garrett Copyrights © 2021 Garrett Motion Inc.
1 Transaction overview1 Transaction overview
Transaction highlights • Garrett Motion Inc. (“Garrett” or the “Company”) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle OEMs and the aftermarket. Garrett’s leading technology infrastructure is a competitive differentiator and a critical component of their ongoing success. The existing platform includes 5 R&D centers, ~1,200 engineers, and 1,400+ patents with 100 new patents issued annually. • 2021E Net sales: $3,485MM • 2021E Adjusted EBITDA: $520MM (14.9% Adjusted EBITDA margin) • On September 20, 2020, the Company filed for Chapter 11 to effectuate a pre-arranged sale of the Company. On January 11, 2021, the Company announced an agreement with Centerbridge and Oaktree (the “Plan Sponsors”), Honeywell International Inc. (“Honeywell”), other Garrett common shareholders (the “Additional Investors”), and holders of the Company’s senior notes. • Under the proposed transaction all creditors of the Company will be repaid in full in cash with the proceeds of debt and equity financing (other than Honeywell, which has agreed to remain in the Company’s capital structure post-Chapter 11 emergence). • ~$1.25bn of funded debt at close in the form of a $300MM revolving credit facility (undrawn at close) and a $1,250MM first lien Term Loan B. • The Plan Sponsors and the Additional Investors will purchase $1,050.8MM of Convertible Series A Preferred Stock and have comm itted to back stop a rights offering of an additional $200MM of Convertible Series A Preferred Stock, which will be available to all shareholders that do not elect the cash buy- out option. • Pro forma for the transaction, net leverage will be 1.8x and liquidity will be at least $400MM. • The proposed transaction with the Plan Sponsors reduces total funded debt/legacy Honeywell obligations by $2,764MM, 5.3x 2021E EBITDA, and it includes support from substantial majorities of the creditors and at least [58%] of shareholders, in addition to the consensual restructuring of the Honeywell indemnity. • The Company is projecting to emerge from bankruptcy in Q2’21. th • Lender feedback is requested by March 4 at 12:00PM ET. Copyrights © 2021 Garrett Motion Inc.Transaction highlights • Garrett Motion Inc. (“Garrett” or the “Company”) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle OEMs and the aftermarket. Garrett’s leading technology infrastructure is a competitive differentiator and a critical component of their ongoing success. The existing platform includes 5 R&D centers, ~1,200 engineers, and 1,400+ patents with 100 new patents issued annually. • 2021E Net sales: $3,485MM • 2021E Adjusted EBITDA: $520MM (14.9% Adjusted EBITDA margin) • On September 20, 2020, the Company filed for Chapter 11 to effectuate a pre-arranged sale of the Company. On January 11, 2021, the Company announced an agreement with Centerbridge and Oaktree (the “Plan Sponsors”), Honeywell International Inc. (“Honeywell”), other Garrett common shareholders (the “Additional Investors”), and holders of the Company’s senior notes. • Under the proposed transaction all creditors of the Company will be repaid in full in cash with the proceeds of debt and equity financing (other than Honeywell, which has agreed to remain in the Company’s capital structure post-Chapter 11 emergence). • ~$1.25bn of funded debt at close in the form of a $300MM revolving credit facility (undrawn at close) and a $1,250MM first lien Term Loan B. • The Plan Sponsors and the Additional Investors will purchase $1,050.8MM of Convertible Series A Preferred Stock and have comm itted to back stop a rights offering of an additional $200MM of Convertible Series A Preferred Stock, which will be available to all shareholders that do not elect the cash buy- out option. • Pro forma for the transaction, net leverage will be 1.8x and liquidity will be at least $400MM. • The proposed transaction with the Plan Sponsors reduces total funded debt/legacy Honeywell obligations by $2,764MM, 5.3x 2021E EBITDA, and it includes support from substantial majorities of the creditors and at least [58%] of shareholders, in addition to the consensual restructuring of the Honeywell indemnity. • The Company is projecting to emerge from bankruptcy in Q2’21. th • Lender feedback is requested by March 4 at 12:00PM ET. Copyrights © 2021 Garrett Motion Inc.
Transaction overview Sources and uses Sources ($mm) Amount Uses ($mm) Amount 1 Unrestricted Cash on Balance Sheet $432 DIP Repayment $200 2 3 Restricted Cash on Balance Sheet 226 Prepetition 1L Debt 1,487 4 RCF - Senior Notes 457 5 New 1L Term Loan B 1,250 Cash Out Offer to Electing Shareholders 98 Convertible Series A Preferred Stock 1,251 Initial Cash Payment to Honeywell 375 Transaction Fees, Expenses, and Payouts 218 2 Restricted Cash on Balance Sheet 226 Unrestricted Cash on Balance Sheet 96 Total Sources $3,158 Total Uses $3,158 Pro forma capitalization Pre-petition as of 6/30/2020 At emergence as of 4/30/2021 $mm xLTM EBITDA x 2021E EBITDA $mm xLTM EBITDA x 2021E EBITDA $412 $322 (Cash and cash equivalents) €430mm RCF due 2023 370 - 302 EUR Term Loan A due 2023 - EUR Term Loan B due 2025 368 - USD Term Loan B due 2025 418 - - - New $300mm RCF New Term Loan B - 1,250 Total 1L Debt $1,458 3.3x 2.8x $1,250 2.8x 2.4x Net 1L debt $1,046 2.4x 2.0x $928 2.1x 1.8x EUR senior notes due 2026 420 - $1,878 4.3x 3.6x $1,250 2.8x 2.4x Total Funded Debt Net Funded Debt $1,466 3.3x 2.8x $928 2.1x 1.8x 6 Honeywell Indemnity Obligations 1,801 - 6 Honeywell Tax Matters Agreement 126 - Total Debt $3,805 8.6x 7.3x $1,250 2.8x 2.4x $3,393 7.7x 6.5x $928 2.1x 1.8x Net Debt Convertible Series A Preferred Stock - 1,251 7 Series B Preferred Stock - 584 8 Market Capitalization 473 473 Total Capitalization $4,278 9.7x 8.2x $3,558 8.1x 6.8x $441 LTM Adjusted EBITDA (6/30/20) At Filing $441 2021E Adjusted EBITDA $520 $520 Copyrights © 2021 Garrett Motion Inc. Notes: All tranche sizes quoted in USD-equivalent; € converted into $USD at an FX rate of 1.20 (1) Forecasted April 30, 2021, net of a $45MM contingency; (2) Cash collateral; (3) Includes $21MM hedge termination liability and $9MM default interest payment to 1L lenders (1%); (4) Includes $22MM post petition interest at the contractual, non-default rate as well as $15MM on account of make-whole settlement; (5) Assumes 50% of common stock that are not party to the transaction agreement partake in the cash-out option; (6) Per Honeywell proof of claim filed on December 19, 2020; (7) Post-transaction balance reflects present value of Amortization Payments after making the initial cash payment to Honeywell; (8) Market Capitalization based on closing stock price on January 20, 2021Transaction overview Sources and uses Sources ($mm) Amount Uses ($mm) Amount 1 Unrestricted Cash on Balance Sheet $432 DIP Repayment $200 2 3 Restricted Cash on Balance Sheet 226 Prepetition 1L Debt 1,487 4 RCF - Senior Notes 457 5 New 1L Term Loan B 1,250 Cash Out Offer to Electing Shareholders 98 Convertible Series A Preferred Stock 1,251 Initial Cash Payment to Honeywell 375 Transaction Fees, Expenses, and Payouts 218 2 Restricted Cash on Balance Sheet 226 Unrestricted Cash on Balance Sheet 96 Total Sources $3,158 Total Uses $3,158 Pro forma capitalization Pre-petition as of 6/30/2020 At emergence as of 4/30/2021 $mm xLTM EBITDA x 2021E EBITDA $mm xLTM EBITDA x 2021E EBITDA $412 $322 (Cash and cash equivalents) €430mm RCF due 2023 370 - 302 EUR Term Loan A due 2023 - EUR Term Loan B due 2025 368 - USD Term Loan B due 2025 418 - - - New $300mm RCF New Term Loan B - 1,250 Total 1L Debt $1,458 3.3x 2.8x $1,250 2.8x 2.4x Net 1L debt $1,046 2.4x 2.0x $928 2.1x 1.8x EUR senior notes due 2026 420 - $1,878 4.3x 3.6x $1,250 2.8x 2.4x Total Funded Debt Net Funded Debt $1,466 3.3x 2.8x $928 2.1x 1.8x 6 Honeywell Indemnity Obligations 1,801 - 6 Honeywell Tax Matters Agreement 126 - Total Debt $3,805 8.6x 7.3x $1,250 2.8x 2.4x $3,393 7.7x 6.5x $928 2.1x 1.8x Net Debt Convertible Series A Preferred Stock - 1,251 7 Series B Preferred Stock - 584 8 Market Capitalization 473 473 Total Capitalization $4,278 9.7x 8.2x $3,558 8.1x 6.8x $441 LTM Adjusted EBITDA (6/30/20) At Filing $441 2021E Adjusted EBITDA $520 $520 Copyrights © 2021 Garrett Motion Inc. Notes: All tranche sizes quoted in USD-equivalent; € converted into $USD at an FX rate of 1.20 (1) Forecasted April 30, 2021, net of a $45MM contingency; (2) Cash collateral; (3) Includes $21MM hedge termination liability and $9MM default interest payment to 1L lenders (1%); (4) Includes $22MM post petition interest at the contractual, non-default rate as well as $15MM on account of make-whole settlement; (5) Assumes 50% of common stock that are not party to the transaction agreement partake in the cash-out option; (6) Per Honeywell proof of claim filed on December 19, 2020; (7) Post-transaction balance reflects present value of Amortization Payments after making the initial cash payment to Honeywell; (8) Market Capitalization based on closing stock price on January 20, 2021
Summary term sheet – Senior Secured Credit Facilities Garrett LX I S.à.r.l. (the “Lux Borrower”), Garrett Motion Holdings Inc. (the “US Co-Borrower” and, together with the Lux Borrower, the Borrower: “TLB Borrowers”) and Garrett Motion S.à.r.l. (the “Swiss Borrower” and together with the TLB Borrowers, the “Borrowers”) Guarantees from Garrett (the ultimate parent of the Borrowers) and all of Garrett’s direct and indirect material wholly-owned restricted subsidiaries organized in the US, Australia, Ireland, Italy, Japan, Luxembourg, Mexico, Slovakia, Switzerland, United Kingdom and Guarantors: Romania (subject to customary exceptions) First priority lien on, and security interest in, substantially all tangible and intangible property of each Borrower and each Guarantor, Security: including a pledge of 100% of the stock of each Borrower and each other direct subsidiary of any Guarantor (subject to customary exceptions and limitations including agreed guaranty and security principles in non-US jurisdictions) n $300MM cash flow revolver Facilities: 1 n$1,250MM Term Loan B n5 years (Revolver) Maturity: n 7 years (Term Loan B) Financial covenants (RC Maximum (Gross) Total Leverage of 4.70x, beginning with the first full fiscal quarter after closing, when aggregate drawn principal only): exceeds 35% of the facility size nUsual and customary for transactions of this type nSpecific restriction on dividends, distributions, redemptions, repurchases or otherwise solely on the Convertible Series A Preferred Stock Negative covenants: (unless paid-in-kind) during the fiscal years ending December 31, 2021 and December 31, 2022 n Restricted Payments carve-out to allow for mandatory cash redemptions in respect of Series B Preferred Equity n 0 – 60 days: none n61 – 90 days: ½ spread Ticking fee: n91 – 120 days: full spread n120+: full spread including LIBOR / EURIBOR (subject to floors) 1 Copyrights © 2021 Garrett Motion Inc. Term Loan B to be denominated as EUR and USD tranches, subject to a minimum tranche size of $300MM USD equivalentSummary term sheet – Senior Secured Credit Facilities Garrett LX I S.à.r.l. (the “Lux Borrower”), Garrett Motion Holdings Inc. (the “US Co-Borrower” and, together with the Lux Borrower, the Borrower: “TLB Borrowers”) and Garrett Motion S.à.r.l. (the “Swiss Borrower” and together with the TLB Borrowers, the “Borrowers”) Guarantees from Garrett (the ultimate parent of the Borrowers) and all of Garrett’s direct and indirect material wholly-owned restricted subsidiaries organized in the US, Australia, Ireland, Italy, Japan, Luxembourg, Mexico, Slovakia, Switzerland, United Kingdom and Guarantors: Romania (subject to customary exceptions) First priority lien on, and security interest in, substantially all tangible and intangible property of each Borrower and each Guarantor, Security: including a pledge of 100% of the stock of each Borrower and each other direct subsidiary of any Guarantor (subject to customary exceptions and limitations including agreed guaranty and security principles in non-US jurisdictions) n $300MM cash flow revolver Facilities: 1 n$1,250MM Term Loan B n5 years (Revolver) Maturity: n 7 years (Term Loan B) Financial covenants (RC Maximum (Gross) Total Leverage of 4.70x, beginning with the first full fiscal quarter after closing, when aggregate drawn principal only): exceeds 35% of the facility size nUsual and customary for transactions of this type nSpecific restriction on dividends, distributions, redemptions, repurchases or otherwise solely on the Convertible Series A Preferred Stock Negative covenants: (unless paid-in-kind) during the fiscal years ending December 31, 2021 and December 31, 2022 n Restricted Payments carve-out to allow for mandatory cash redemptions in respect of Series B Preferred Equity n 0 – 60 days: none n61 – 90 days: ½ spread Ticking fee: n91 – 120 days: full spread n120+: full spread including LIBOR / EURIBOR (subject to floors) 1 Copyrights © 2021 Garrett Motion Inc. Term Loan B to be denominated as EUR and USD tranches, subject to a minimum tranche size of $300MM USD equivalent
Indicative timetable February 2021 March 2021 April 2021 S M T W T F S S M T W T F S S M T W T F S Key Dates 1 2 3 4 5 6 1 2 3 4 5 6 1 2 3 7 8 9 10 11 12 13 7 8 9 10 11 12 13 4 5 6 7 8 9 10 Market Holiday 14 15 16 17 18 19 20 14 15 16 17 18 19 20 11 12 13 14 15 16 17 21 22 23 24 25 26 27 21 22 23 24 25 26 27 18 19 20 21 22 23 24 28 28 29 30 31 25 26 27 28 29 30 Key Dates Events Launch Term Loan B February 22 Lender call February 23 March 4 Commitments due at 12PM ET April 30 Estimated close and emergence Copyrights © 2021 Garrett Motion Inc.Indicative timetable February 2021 March 2021 April 2021 S M T W T F S S M T W T F S S M T W T F S Key Dates 1 2 3 4 5 6 1 2 3 4 5 6 1 2 3 7 8 9 10 11 12 13 7 8 9 10 11 12 13 4 5 6 7 8 9 10 Market Holiday 14 15 16 17 18 19 20 14 15 16 17 18 19 20 11 12 13 14 15 16 17 21 22 23 24 25 26 27 21 22 23 24 25 26 27 18 19 20 21 22 23 24 28 28 29 30 31 25 26 27 28 29 30 Key Dates Events Launch Term Loan B February 22 Lender call February 23 March 4 Commitments due at 12PM ET April 30 Estimated close and emergence Copyrights © 2021 Garrett Motion Inc.
2 Business overview 2 Business overview
Garrett is the global leader in automotive turbochargers Company overview Technology Leadership and Broad Portfolio of Products with Breakthrough Capabilities § Global leader in highly-engineered turbocharger technologies § 60+ years of technology leadership and product innovation § Global scale with diverse geographic exposure § Key beneficiary of evolving fuel efficiency/emissions regulations § Collaborative and diverse relationships with all major OEMs Turbochargers Electric Boosting Automotive Software Pipeline of Electric Products § Aftermarket platform with 160+ distributors in 160 countries § ~7,500 employees including 1,200 engineers § Headquartered in Rolle, Switzerland Revenue by Geography Revenue by Product Line Revenue by Customer Aftermarket Other Aftermarket North America Others 1% 6% Ford 12% 15% Other Light 12% 30% Vehicle 34% 2% Commercial Gas Volkswagen 7% 19% Vehicle 56% 8% Europe 28% Asia 2% Cust. A 2% Cust. I 3% 7% Cust. J 3% 3% Cust. H 8% Cust. B 4% 33% 5% Cust. G Cust. F Cust. C Cust. E Cust. D Light Vehicle Diesel Note: Revenue breakdowns based on 12/31/2019A financial data Copyrights © 2021 Garrett Motion Inc. Well diversified, growing business and market leadershipGarrett is the global leader in automotive turbochargers Company overview Technology Leadership and Broad Portfolio of Products with Breakthrough Capabilities § Global leader in highly-engineered turbocharger technologies § 60+ years of technology leadership and product innovation § Global scale with diverse geographic exposure § Key beneficiary of evolving fuel efficiency/emissions regulations § Collaborative and diverse relationships with all major OEMs Turbochargers Electric Boosting Automotive Software Pipeline of Electric Products § Aftermarket platform with 160+ distributors in 160 countries § ~7,500 employees including 1,200 engineers § Headquartered in Rolle, Switzerland Revenue by Geography Revenue by Product Line Revenue by Customer Aftermarket Other Aftermarket North America Others 1% 6% Ford 12% 15% Other Light 12% 30% Vehicle 34% 2% Commercial Gas Volkswagen 7% 19% Vehicle 56% 8% Europe 28% Asia 2% Cust. A 2% Cust. I 3% 7% Cust. J 3% 3% Cust. H 8% Cust. B 4% 33% 5% Cust. G Cust. F Cust. C Cust. E Cust. D Light Vehicle Diesel Note: Revenue breakdowns based on 12/31/2019A financial data Copyrights © 2021 Garrett Motion Inc. Well diversified, growing business and market leadership
Garrett strategic priorities Technology Leadership and Broad Portfolio of Products with Breakthrough Capabilities Differentiated Technology Turbochargers Electric Boosting Automotive Software Pipeline of Electric Products Best-In-Class Global Manufacturing Footprint with Operational Excellence and Agility Garrett Excellence Model Differentiated Global Standardized Advanced Presence and Capability Manufacturing Supply Base 400 Plants 13 Low Cost Global Suppliers Operating System Long-Term Co-Development with Global OEMs and a Worldwide Aftermarket Platform Differentiated Customer Go-To-Partner for OE Programs in the Experience Technology Pipeline 350 Developments Long-term Customer Relationships Copyrights © 2021 Garrett Motion Inc. Core GTX differentiators add significant value, creating key competitive advantageGarrett strategic priorities Technology Leadership and Broad Portfolio of Products with Breakthrough Capabilities Differentiated Technology Turbochargers Electric Boosting Automotive Software Pipeline of Electric Products Best-In-Class Global Manufacturing Footprint with Operational Excellence and Agility Garrett Excellence Model Differentiated Global Standardized Advanced Presence and Capability Manufacturing Supply Base 400 Plants 13 Low Cost Global Suppliers Operating System Long-Term Co-Development with Global OEMs and a Worldwide Aftermarket Platform Differentiated Customer Go-To-Partner for OE Programs in the Experience Technology Pipeline 350 Developments Long-term Customer Relationships Copyrights © 2021 Garrett Motion Inc. Core GTX differentiators add significant value, creating key competitive advantage
Industry Dynamics | Turbo market continues to grow Updated STRAP (Jan 2021) Comments Global light & commercial vehicle production, 2015-24 (M units) – July BP • 22% drop for vehicle production in 2020, V-shape 0% 99 97 recovery, but uncertainty for end of year 96 Vehicle & engine 92 production • Turbo production: our long term assumptions are 84 conservative, with industry size ~6M boosted engines 73 below 07/20 IHS forecasts +2% 53 51 • Key powertrain macros unchanged, tail wind for Garrett Turbocharged 48 48 vehicle production 44 • turbo penetration increase 38 • fast deployment of hybrid powertrains 25 Hybrid vehicle 19 production* 15 11 7 6 5 5 Battery electric 4 2 2 vehicle production 2019 2020 2021 2022 2023 2024 Turbo Penetration (LV + CV): 2020 STRAP 37% 52% 54% Consultants 53% 57% * Based on IHS; STRAP does not explicitly model hybrid penetration / volumes Source: Garrett Motion, IHS May Release, Industry research, Government reports, FEV Copyrights © 2021 Garrett Motion Inc. Turbo industry outgrowing vehicle production driven by emission requirementsIndustry Dynamics | Turbo market continues to grow Updated STRAP (Jan 2021) Comments Global light & commercial vehicle production, 2015-24 (M units) – July BP • 22% drop for vehicle production in 2020, V-shape 0% 99 97 recovery, but uncertainty for end of year 96 Vehicle & engine 92 production • Turbo production: our long term assumptions are 84 conservative, with industry size ~6M boosted engines 73 below 07/20 IHS forecasts +2% 53 51 • Key powertrain macros unchanged, tail wind for Garrett Turbocharged 48 48 vehicle production 44 • turbo penetration increase 38 • fast deployment of hybrid powertrains 25 Hybrid vehicle 19 production* 15 11 7 6 5 5 Battery electric 4 2 2 vehicle production 2019 2020 2021 2022 2023 2024 Turbo Penetration (LV + CV): 2020 STRAP 37% 52% 54% Consultants 53% 57% * Based on IHS; STRAP does not explicitly model hybrid penetration / volumes Source: Garrett Motion, IHS May Release, Industry research, Government reports, FEV Copyrights © 2021 Garrett Motion Inc. Turbo industry outgrowing vehicle production driven by emission requirements
Industry Dynamics | High visibility of contracted revenues Core turbo business (OEM) 79 awarded % 88 95 99 non awarded % 21 12 1 5 2021 2023 2024 2022 Core revenue 2024: ~$3.8B Copyrights © 2021 Garrett Motion Inc. Turbo chargers are one of the first components sourced for a new light vehicleIndustry Dynamics | High visibility of contracted revenues Core turbo business (OEM) 79 awarded % 88 95 99 non awarded % 21 12 1 5 2021 2023 2024 2022 Core revenue 2024: ~$3.8B Copyrights © 2021 Garrett Motion Inc. Turbo chargers are one of the first components sourced for a new light vehicle
Powertrain Electrification & Hybridization Key Powertrains for 2025 and Beyond CO Benefit & On Cost in 2025 Examples of Hybrid Vehicles 2 Baseline Entry-level MHEV : VW Golf 8 – Launch in 2019 Significant CO efficiency improvement expected 2 Engine : 1.5L 110kW Internal Combustion Engine (ICE) eMotor : 12kW Integrated Starter-Generator - 10 / 15% CO + $500 Battery : 0.5kWh 2 CO : < 100g/km 2 Replaces 1.5L, 116g/km CO 2 Mild Hybrid MHEV (48V) Mid-Size SUV PHEV : VW Tiguan – Launch in 2020 (1) - 50 / 75% CO + $3000 2 Engine : 1.5L 110kW Plug-in Hybrid PHEV eMotor : 90kW eAxle Battery : 14kWh CO : < 50g/km 2 (1) - 100% CO + $7000 Replaces 2.0L, 161g/km CO 2 2 Battery Electric Premium PHEV : AMG – Launch in 2021 (1) - 100% CO + $10,000 Engine : 2.0L E-Turbo 350kW 2 GTX eMotor : 120kW eAxle industry Battery : 16kWh H2 fuel cell electric first CO : < 50g/km 2 Replaces 4.0L, 227g/km CO 2 LEGEND ICE Electric Battery Fuel Cell Source: Garrett Motion, Industry research Electric Copyrights © 2021 Garrett Motion Inc. Compressor Stack & BOP Notes: (1) Not accounting for electricity or H2 generation Motor Variety of Powertrains to be Used Depending on Mission Profile Powertrain with ICE (90% 2025) Electrified PowertrainPowertrain Electrification & Hybridization Key Powertrains for 2025 and Beyond CO Benefit & On Cost in 2025 Examples of Hybrid Vehicles 2 Baseline Entry-level MHEV : VW Golf 8 – Launch in 2019 Significant CO efficiency improvement expected 2 Engine : 1.5L 110kW Internal Combustion Engine (ICE) eMotor : 12kW Integrated Starter-Generator - 10 / 15% CO + $500 Battery : 0.5kWh 2 CO : < 100g/km 2 Replaces 1.5L, 116g/km CO 2 Mild Hybrid MHEV (48V) Mid-Size SUV PHEV : VW Tiguan – Launch in 2020 (1) - 50 / 75% CO + $3000 2 Engine : 1.5L 110kW Plug-in Hybrid PHEV eMotor : 90kW eAxle Battery : 14kWh CO : < 50g/km 2 (1) - 100% CO + $7000 Replaces 2.0L, 161g/km CO 2 2 Battery Electric Premium PHEV : AMG – Launch in 2021 (1) - 100% CO + $10,000 Engine : 2.0L E-Turbo 350kW 2 GTX eMotor : 120kW eAxle industry Battery : 16kWh H2 fuel cell electric first CO : < 50g/km 2 Replaces 4.0L, 227g/km CO 2 LEGEND ICE Electric Battery Fuel Cell Source: Garrett Motion, Industry research Electric Copyrights © 2021 Garrett Motion Inc. Compressor Stack & BOP Notes: (1) Not accounting for electricity or H2 generation Motor Variety of Powertrains to be Used Depending on Mission Profile Powertrain with ICE (90% 2025) Electrified Powertrain
Shifting the engineering portfolio Engineering spend evolution Driving the shift 180 Total RDE Sustainable core turbo productivity 5% per year 160 140 $29M Core turbo transformation roadmap BTI & pipeline 120 $78M spend $49M Transfer engineers to new domains with relevant skills 100 Core Re-skill engineers to new domains with new skills 80 turbo spend • Technology leadership Gas VNT, Diesel Euro7, CV China6 & CO2 60 Hire engineers to new domains with specialized skills • Streamline and resize org for industry engine consolidation 40 • Transform development processes for 60% less cost per launch 2017 2018 2019 2020E 2021E 2022E Copyrights © 2021 Garrett Motion Inc. Transforming the core and funding the new domains RDE Spend $MShifting the engineering portfolio Engineering spend evolution Driving the shift 180 Total RDE Sustainable core turbo productivity 5% per year 160 140 $29M Core turbo transformation roadmap BTI & pipeline 120 $78M spend $49M Transfer engineers to new domains with relevant skills 100 Core Re-skill engineers to new domains with new skills 80 turbo spend • Technology leadership Gas VNT, Diesel Euro7, CV China6 & CO2 60 Hire engineers to new domains with specialized skills • Streamline and resize org for industry engine consolidation 40 • Transform development processes for 60% less cost per launch 2017 2018 2019 2020E 2021E 2022E Copyrights © 2021 Garrett Motion Inc. Transforming the core and funding the new domains RDE Spend $M
Expanding our product portfolio Pipeline Breakthrough Technology Initiative Routine NPI new concept incubation first wins & launches, developing business mature business ර�� NOx Sensor Internal Combustion Engine Advanced controls Gas, LVD, CV turbo Traction Drive Hybrids (with ICE) E-Compressor, E-Turbo Cybersecurity Energy Management Controls Battery electric Vehicle Health Management E-A/C Compressor H2 fuel cell electric Fuel Cell Charger Copyrights © 2021 Garrett Motion Inc. Cutting-edge technologies for electrified and connected vehicles Electrified PowertrainsExpanding our product portfolio Pipeline Breakthrough Technology Initiative Routine NPI new concept incubation first wins & launches, developing business mature business ර�� NOx Sensor Internal Combustion Engine Advanced controls Gas, LVD, CV turbo Traction Drive Hybrids (with ICE) E-Compressor, E-Turbo Cybersecurity Energy Management Controls Battery electric Vehicle Health Management E-A/C Compressor H2 fuel cell electric Fuel Cell Charger Copyrights © 2021 Garrett Motion Inc. Cutting-edge technologies for electrified and connected vehicles Electrified Powertrains
BTI and pipeline technology development ELECTRIFICATION & SOFTWARE PIPELINE TECHNOLOGIES Electric A/C E-Boosting solutions E-Boosting solutions Advanced software Electric Pipeline NOx sensor for hybrids for H2 fuel cells solutions Traction Drive Compressor feeding E-Compressor & E- FC-Compressor Advanced Veh. Health Hi speed / Hi 3 gas sensor High power H2 fuel cell Turbo Controls & Cyber power density (NOx, NH3, O2) e-A/CC BoP, industrial Security electric drive turbomachinery , … 1st to Market E-Turbo SOP ’21 Production Since 2016 - Honda E-Boost Controls SOP ‘21 Techno demo Q4 ’20 Techno demo Q3 ’20 Techno demo Q3 21 To be defined nd st st Hi Perfo E-Comp SOP ‘23 2 Gen SOP ’22 Cyber Security SOP ‘21 Potential 1 SOP ‘25 Customer test Q2 ’21 Potential 1 SOP ‘23 rd st E-Turbo 2.0 SOP ’23 3 Gen SOP ‘25 Advanced Diagnostics SOP ‘20 Potential 1 SOP ‘23 Copyrights © 2021 Garrett Motion Inc. Developin De g a b velopi road ng port range of folio new gro of solutions wth vectors, l for eve all rag electrifie ing techno d lopo gy w die ffere rtrai ntia ns tion MaturityBTI and pipeline technology development ELECTRIFICATION & SOFTWARE PIPELINE TECHNOLOGIES Electric A/C E-Boosting solutions E-Boosting solutions Advanced software Electric Pipeline NOx sensor for hybrids for H2 fuel cells solutions Traction Drive Compressor feeding E-Compressor & E- FC-Compressor Advanced Veh. Health Hi speed / Hi 3 gas sensor High power H2 fuel cell Turbo Controls & Cyber power density (NOx, NH3, O2) e-A/CC BoP, industrial Security electric drive turbomachinery , … 1st to Market E-Turbo SOP ’21 Production Since 2016 - Honda E-Boost Controls SOP ‘21 Techno demo Q4 ’20 Techno demo Q3 ’20 Techno demo Q3 21 To be defined nd st st Hi Perfo E-Comp SOP ‘23 2 Gen SOP ’22 Cyber Security SOP ‘21 Potential 1 SOP ‘25 Customer test Q2 ’21 Potential 1 SOP ‘23 rd st E-Turbo 2.0 SOP ’23 3 Gen SOP ‘25 Advanced Diagnostics SOP ‘20 Potential 1 SOP ‘23 Copyrights © 2021 Garrett Motion Inc. Developin De g a b velopi road ng port range of folio new gro of solutions wth vectors, l for eve all rag electrifie ing techno d lopo gy w die ffere rtrai ntia ns tion Maturity
Estimated Leverage and Payments to Honeywell Before Business Acceleration After Business Acceleration $3,383 Est. HON legal $609 Costs* $1,341 HON** $411 5.3X*** $1,512 $362 $584 HON**** 2.9X*** $1,433 $928 $100 $100 Net $107 Net Debt $35 Debt $19 Q2 2020 Debt Post 2021 2022 2023 2024 2021 2022 2023 2024 like Items Emergence Post-Emergence**** Fixed Payment Schedule Estimated Payments 2021 Debt like Items • Payments under Mandatory Transition Tax Agreement (MTT) and • Payments for Series B Preferred Stock fixed at $100M per year from 2023 Subordinated Indemnity Agreement (SIA) until 2049 until 2030 • Not callable • Callable in whole at any time at a discount rate of 7.25% • Significant restrictive covenants • No restrictive covenants**** Notes: • Estimated payments before business acceleration include catch up payments in 2023 and 2024 under the SIA that have been defer red during the credit agreement relief period • Future payments under the subordinated indemnity obligation are based on annual cap of $175M (€150M at €/$ 1.17 FX rate at th e time of the spin off) * Company estimate of legal expenses reimbursed to HON per HON’s filing of claim but not on the balance sheet ** Represents indemnity obligation on the balance sheet as of Q2 2020 *** Leverage ratio calculated using $520M EBITDA in 2021 for illustrative purposes Copyrights © 2021 Garrett Motion Inc. **** $584M of HON Series B represents the NPV of future payments post emergence. A onetime payment of $375M to HON is made a t emergence. Expect there will be standard negative covenants under exit financing terms and conditions. Significant reduction of future liabilities, payments and removal of material limitations 17Estimated Leverage and Payments to Honeywell Before Business Acceleration After Business Acceleration $3,383 Est. HON legal $609 Costs* $1,341 HON** $411 5.3X*** $1,512 $362 $584 HON**** 2.9X*** $1,433 $928 $100 $100 Net $107 Net Debt $35 Debt $19 Q2 2020 Debt Post 2021 2022 2023 2024 2021 2022 2023 2024 like Items Emergence Post-Emergence**** Fixed Payment Schedule Estimated Payments 2021 Debt like Items • Payments under Mandatory Transition Tax Agreement (MTT) and • Payments for Series B Preferred Stock fixed at $100M per year from 2023 Subordinated Indemnity Agreement (SIA) until 2049 until 2030 • Not callable • Callable in whole at any time at a discount rate of 7.25% • Significant restrictive covenants • No restrictive covenants**** Notes: • Estimated payments before business acceleration include catch up payments in 2023 and 2024 under the SIA that have been defer red during the credit agreement relief period • Future payments under the subordinated indemnity obligation are based on annual cap of $175M (€150M at €/$ 1.17 FX rate at th e time of the spin off) * Company estimate of legal expenses reimbursed to HON per HON’s filing of claim but not on the balance sheet ** Represents indemnity obligation on the balance sheet as of Q2 2020 *** Leverage ratio calculated using $520M EBITDA in 2021 for illustrative purposes Copyrights © 2021 Garrett Motion Inc. **** $584M of HON Series B represents the NPV of future payments post emergence. A onetime payment of $375M to HON is made a t emergence. Expect there will be standard negative covenants under exit financing terms and conditions. Significant reduction of future liabilities, payments and removal of material limitations 17
Key credit highlights 1 Global leadership in turbochargers and electric-boosting: technologies with high barriers to entry 2 Technology leadership and broad portfolio of products with breakthrough capabilities 3 Long-term co-development with global OEMs and a worldwide aftermarket platform 4 Global footprint with sales, R&D and engineering close to customers – local player 5 Operational excellence driving outstanding KPIs 6 Proven track record to bring technologies at scale to the market 7 Reset capital structure enhances strong free cash flow profile of the business 8 Experienced leadership team with proven track record Copyrights © 2021 Garrett Motion Inc. 18Key credit highlights 1 Global leadership in turbochargers and electric-boosting: technologies with high barriers to entry 2 Technology leadership and broad portfolio of products with breakthrough capabilities 3 Long-term co-development with global OEMs and a worldwide aftermarket platform 4 Global footprint with sales, R&D and engineering close to customers – local player 5 Operational excellence driving outstanding KPIs 6 Proven track record to bring technologies at scale to the market 7 Reset capital structure enhances strong free cash flow profile of the business 8 Experienced leadership team with proven track record Copyrights © 2021 Garrett Motion Inc. 18
Global scale and broad product portfolio 1 LIGHT MANUFACTURER LIGHT VEHICLE DIESEL COMMERCIAL VEHICLE E-BOOSTING VEHICLE GAS llll MAJOR GLOBAL PLAYERS llll llll llll MEDIUM SIZE GLOBAL – – PLAYERS ll (1) – – ll – – ll LOCAL PLAYERS – lll LEADER PARTICIPANT Source: Garrett Motion Notes: (1) Phase out announced by VITESCO Copyrights © 2021 Garrett Motion Inc. 19 Technology presence across all powertrain platformsGlobal scale and broad product portfolio 1 LIGHT MANUFACTURER LIGHT VEHICLE DIESEL COMMERCIAL VEHICLE E-BOOSTING VEHICLE GAS llll MAJOR GLOBAL PLAYERS llll llll llll MEDIUM SIZE GLOBAL – – PLAYERS ll (1) – – ll – – ll LOCAL PLAYERS – lll LEADER PARTICIPANT Source: Garrett Motion Notes: (1) Phase out announced by VITESCO Copyrights © 2021 Garrett Motion Inc. 19 Technology presence across all powertrain platforms
Technology leadership and broad portfolio of products 2 with breakthrough capabilities • Reduce fuel usage • Optimize fuel economy • Protect vehicles against cyber attacks • Reduce exhaust emissions • Step towards a zero • Diagnose and predict anomalies emissions future • Enhance engine performance • Avoid breakdown and liabilities • More responsive driving Variable Geometry Two-Stage Parallel/ Serial Fuel Cell Compressor E-Turbo Vehicle Health Management Turbochargers Turbochargers Double Axle VNT Aftermarket Turbochargers Boost Control in ECMs Battery Management Intrusion Detection Software Turbo Chargers Notes: VNT – Variable Nozzle Turbine; ECM – Engine Control Module Copyrights © 2021 Garrett Motion Inc. 20 Serving automotive customers with differentiated technologiesTechnology leadership and broad portfolio of products 2 with breakthrough capabilities • Reduce fuel usage • Optimize fuel economy • Protect vehicles against cyber attacks • Reduce exhaust emissions • Step towards a zero • Diagnose and predict anomalies emissions future • Enhance engine performance • Avoid breakdown and liabilities • More responsive driving Variable Geometry Two-Stage Parallel/ Serial Fuel Cell Compressor E-Turbo Vehicle Health Management Turbochargers Turbochargers Double Axle VNT Aftermarket Turbochargers Boost Control in ECMs Battery Management Intrusion Detection Software Turbo Chargers Notes: VNT – Variable Nozzle Turbine; ECM – Engine Control Module Copyrights © 2021 Garrett Motion Inc. 20 Serving automotive customers with differentiated technologies
Long-term co-development with global OEMs and a 3 worldwide aftermarket platform Pre-Development Product Development Vehicle Production Aftermarket 4 Years 2 Years 3-5 Years 10-15 Years KEY INNOVATION CUSTOMIZATION MANUFACTURING REPLACEMENT ACTIVITIES SINGLE SUPPLIER PER ENGINE 20+ YEARS CYCLE Weifang Diesel 63 YEARS 40 YEARS 40 YEARS 38 YEARS 35 YEARS 33 YEARS 32 YEARS 30 YEARS 25 YEARS Revenue by Customer 3 7 7 12 4 2 8 8 5 3 3 2 6 30 (% of 2019 Net Sales) Caterpillar VW Group BMW Ford Hyundai Weichai Power PSA RSA Nissan Daimler FPT Industrial GM Hino Aftermarket Others Source: Garrett Motion Copyrights © 2021 Garrett Motion Inc. 21 Early engagement leads to long-term global business relationshipsLong-term co-development with global OEMs and a 3 worldwide aftermarket platform Pre-Development Product Development Vehicle Production Aftermarket 4 Years 2 Years 3-5 Years 10-15 Years KEY INNOVATION CUSTOMIZATION MANUFACTURING REPLACEMENT ACTIVITIES SINGLE SUPPLIER PER ENGINE 20+ YEARS CYCLE Weifang Diesel 63 YEARS 40 YEARS 40 YEARS 38 YEARS 35 YEARS 33 YEARS 32 YEARS 30 YEARS 25 YEARS Revenue by Customer 3 7 7 12 4 2 8 8 5 3 3 2 6 30 (% of 2019 Net Sales) Caterpillar VW Group BMW Ford Hyundai Weichai Power PSA RSA Nissan Daimler FPT Industrial GM Hino Aftermarket Others Source: Garrett Motion Copyrights © 2021 Garrett Motion Inc. 21 Early engagement leads to long-term global business relationships
Global footprint; local player 4 RD&E Centers 5 “Close-to-Customer” Engineering Centers 12 Manufacturing Plants 13 Copyrights © 2021 Garrett Motion Inc. 22 Sales, R&D and Engineering close-to-customers | global manufacturing presenceGlobal footprint; local player 4 RD&E Centers 5 “Close-to-Customer” Engineering Centers 12 Manufacturing Plants 13 Copyrights © 2021 Garrett Motion Inc. 22 Sales, R&D and Engineering close-to-customers | global manufacturing presence
Operational excellence driving outstanding KPIs 5 Optimized processes Optimized manufacturing footprint Optimized supplier base • 400 Suppliers, 70% of Spend in HGR • Global and scalable footprint, 75%+ in high • Garrett Excellence Model (GEM) drives growth regions. Closed Atessa (IT) in 2018 operating excellence and embeds • 20+ new supplier developed in HGR over the productivity in culture last 3 years; Industry leading team of • No new footprint needed in coming 5 years Supplier’s development experts • Superior Safety, Quality and Service • Make-vs-buy driven by technology performance • Proprietary target costing tools and differentiation and value retention processes • Maximized flexibility and assets utilization • Strong track record of continuous • Advanced supply base management, with productivity – Driving for lowest cost • Resilience to industrial risks comprehensive risk management • Standardized manufacturing processes 50,000+ Turbos / day <10 ppm 99% OTTR 80% 75% 70% >20x <3.5% Net Sales Variable cost Low-cost country Low-cost country Working capital Capital Expenditure structure footprint supply turns Copyrights © 2021 Garrett Motion Inc. 23 Low cost operation deeply rooted into overall supply chainOperational excellence driving outstanding KPIs 5 Optimized processes Optimized manufacturing footprint Optimized supplier base • 400 Suppliers, 70% of Spend in HGR • Global and scalable footprint, 75%+ in high • Garrett Excellence Model (GEM) drives growth regions. Closed Atessa (IT) in 2018 operating excellence and embeds • 20+ new supplier developed in HGR over the productivity in culture last 3 years; Industry leading team of • No new footprint needed in coming 5 years Supplier’s development experts • Superior Safety, Quality and Service • Make-vs-buy driven by technology performance • Proprietary target costing tools and differentiation and value retention processes • Maximized flexibility and assets utilization • Strong track record of continuous • Advanced supply base management, with productivity – Driving for lowest cost • Resilience to industrial risks comprehensive risk management • Standardized manufacturing processes 50,000+ Turbos / day <10 ppm 99% OTTR 80% 75% 70% >20x <3.5% Net Sales Variable cost Low-cost country Low-cost country Working capital Capital Expenditure structure footprint supply turns Copyrights © 2021 Garrett Motion Inc. 23 Low cost operation deeply rooted into overall supply chain
Proven track record to bring technologies at scale to the 6 market TODAY Patents Issued or Pending 1,400+ 2018:E-Turbo Boost controls 2018: Proof of concepts of 2000’s production award IVHM with several OEMs SOFTWARE 2018: Virtual EGR sensor 2018: Collaboration with Aptiv, production award LGE, Lear for cyber software st st st 2008: 1 turbo used on 2016: 1 fuel cell 2018: 1 biz award 1990’s ELECTRIFICATION gas-hybrids for BMW E-Compressor for Honda E-Turbo passenger car 1998: Launched Gen 2 VNT 1950’s – 60’s 2008: Gen 1 WG turbo 2017: Gen 3 WG turbo 2018: Gen 4 WG turbo for VW/Audi diesel GASOLINE st 2009: Gen 4 VNT 1998: 1 electric actuator for 2014: Gen 2 WG turbo 2016: Gen 1 Gas VNT for VW VNT for VW diesel st st 2015: 1st VNT/VNT 1962: 1 turbo for passenger 2006: 1 Two Stage 1995: Gen 1 VNT for W/Audi 2017: Gen 6 VNT car (Oldsmobile Jetfire) System for PSA two-stage for BMW DIESEL 1967: Deere goes turbo, 2013: Gen 5 VNT for EU6 2000: Double axle VNT 2004: Gen 3 VNT 2011: World-first ball bearing DutyDrive introduced at DDC for BMW diesel turbo for Daimler followed by the whole industry cars st st 1955: 1 turbo for 1997: 1 ball bearing turbo 2010: DualBoost turbo with 2 COMMERCIAL 2011: Gen2 VNT DutyDrive at John Deere Caterpillar tractor at Nissan Diesel stage compressor, Ford Notes: WG – Wastegate turbine (fixed geometry); VNT – Variable Nozzle Turbine; EVR – Exhaust gas recirculation; IVHM – Integrated Vehicle Health Management Copyrights © 2021 Garrett Motion Inc. 24 Accelerating technology innovationProven track record to bring technologies at scale to the 6 market TODAY Patents Issued or Pending 1,400+ 2018:E-Turbo Boost controls 2018: Proof of concepts of 2000’s production award IVHM with several OEMs SOFTWARE 2018: Virtual EGR sensor 2018: Collaboration with Aptiv, production award LGE, Lear for cyber software st st st 2008: 1 turbo used on 2016: 1 fuel cell 2018: 1 biz award 1990’s ELECTRIFICATION gas-hybrids for BMW E-Compressor for Honda E-Turbo passenger car 1998: Launched Gen 2 VNT 1950’s – 60’s 2008: Gen 1 WG turbo 2017: Gen 3 WG turbo 2018: Gen 4 WG turbo for VW/Audi diesel GASOLINE st 2009: Gen 4 VNT 1998: 1 electric actuator for 2014: Gen 2 WG turbo 2016: Gen 1 Gas VNT for VW VNT for VW diesel st st 2015: 1st VNT/VNT 1962: 1 turbo for passenger 2006: 1 Two Stage 1995: Gen 1 VNT for W/Audi 2017: Gen 6 VNT car (Oldsmobile Jetfire) System for PSA two-stage for BMW DIESEL 1967: Deere goes turbo, 2013: Gen 5 VNT for EU6 2000: Double axle VNT 2004: Gen 3 VNT 2011: World-first ball bearing DutyDrive introduced at DDC for BMW diesel turbo for Daimler followed by the whole industry cars st st 1955: 1 turbo for 1997: 1 ball bearing turbo 2010: DualBoost turbo with 2 COMMERCIAL 2011: Gen2 VNT DutyDrive at John Deere Caterpillar tractor at Nissan Diesel stage compressor, Ford Notes: WG – Wastegate turbine (fixed geometry); VNT – Variable Nozzle Turbine; EVR – Exhaust gas recirculation; IVHM – Integrated Vehicle Health Management Copyrights © 2021 Garrett Motion Inc. 24 Accelerating technology innovation
Pro forma capitalization promotes robust FCF profile 7 ($ in millions) Free Cash Flow $385 $369 Adj. FCF $318 $310 $267 $88 Adj. EBITDA 583 701 680 596 520 440 Change in NWC 59 (2) (10) (8) 5 Cash Interest (43) (54) (42) (42) (63) (135) (91) (68) Taxes (93) (104) (105) (12) (30) (30) (75) (30) Other Cash Flow Item Expense (75) (115) (119) (43) (125) (133) Capex (102) (18) (80) 2019A 2020A 2021E 2022E 2023E 2024E Indemnity Related and MTT Payments (178) (42) - - - - Chapter 11 Prof. Services Fees and D&O Insurance - (101) (311) - - - Cash Collateral / Pledge - (101) 100 - - - (1) Reported FCF $140 ($156) $56 $310 $369 $385 Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Includes $45M of cash flow contingency reported in NWC for 2021 and $30M of contingency for 2022-2024 included in Other 25Pro forma capitalization promotes robust FCF profile 7 ($ in millions) Free Cash Flow $385 $369 Adj. FCF $318 $310 $267 $88 Adj. EBITDA 583 701 680 596 520 440 Change in NWC 59 (2) (10) (8) 5 Cash Interest (43) (54) (42) (42) (63) (135) (91) (68) Taxes (93) (104) (105) (12) (30) (30) (75) (30) Other Cash Flow Item Expense (75) (115) (119) (43) (125) (133) Capex (102) (18) (80) 2019A 2020A 2021E 2022E 2023E 2024E Indemnity Related and MTT Payments (178) (42) - - - - Chapter 11 Prof. Services Fees and D&O Insurance - (101) (311) - - - Cash Collateral / Pledge - (101) 100 - - - (1) Reported FCF $140 ($156) $56 $310 $369 $385 Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Includes $45M of cash flow contingency reported in NWC for 2021 and $30M of contingency for 2022-2024 included in Other 25
Experienced leadership team with proven track record 8 Olivier Rabiller President and CEO Functions Peter Bracke Craig Balis Sean Deason Fabrice Spenninck Jerome Maironi Jean- Philippe Bedu VP Sr VP Sr VP Sr VP Sr VP VP M&A Chief Transformation Chief Technology Chief Finance Chief Human General Counsel & Business Development Officer Officer, GM Software Officer Resources Officer Corp Secretary Pierre Barthelet Martin Schiesser Thierry Mabru Christophe Mathy Sr VP Marketing Samuel Cochon VP Sr VP VP & Product Mgt, VP & Chief Chief Digital Integrated Supply Communications China Business Procurement Officer Officer Chain Leader Businesses Eric Fraysse Daniel Deiro Anthony Lodato President Sr VP Global VP & GM Aftermarket ,Brazil Customer Manag’t North America India Business & GM Korea Japan Leader Jean Philippe Aileen McDowall Mark Rodrigues Schmitt VP & GM VP & GM VP & GM GBE CV GBE Gasoline GBE Diesel Copyrights © 2021 Garrett Motion Inc. 26 Leadership team possesses average ~20 years of automotive industry experienceExperienced leadership team with proven track record 8 Olivier Rabiller President and CEO Functions Peter Bracke Craig Balis Sean Deason Fabrice Spenninck Jerome Maironi Jean- Philippe Bedu VP Sr VP Sr VP Sr VP Sr VP VP M&A Chief Transformation Chief Technology Chief Finance Chief Human General Counsel & Business Development Officer Officer, GM Software Officer Resources Officer Corp Secretary Pierre Barthelet Martin Schiesser Thierry Mabru Christophe Mathy Sr VP Marketing Samuel Cochon VP Sr VP VP & Product Mgt, VP & Chief Chief Digital Integrated Supply Communications China Business Procurement Officer Officer Chain Leader Businesses Eric Fraysse Daniel Deiro Anthony Lodato President Sr VP Global VP & GM Aftermarket ,Brazil Customer Manag’t North America India Business & GM Korea Japan Leader Jean Philippe Aileen McDowall Mark Rodrigues Schmitt VP & GM VP & GM VP & GM GBE CV GBE Gasoline GBE Diesel Copyrights © 2021 Garrett Motion Inc. 26 Leadership team possesses average ~20 years of automotive industry experience
3 Updated Outlook and Business Plan 273 Updated Outlook and Business Plan 27
Light Vehicle Powertrain Macro Deep-Dive LV-Gas Turbo penetration LV-Diesel mix-% BEV mix-% Aligned to IHS until 2022, more conservative thereafter IHS expecting slower drop Raised global BEV pen-% assumptions in Dec STRAP LVG T-pen-%, 2019-24 LVD mix, 2019-24 BEV mix, 2019-24 (%) (%) (%) IHS IHS 55.0 9.2 16.4 Dec STRAP 51.3 15.2 7.7 8.8 Dec STRAP 14.3 48.0 50.4 7.5 13.8 14.7 5.8 45.4 48.5 43.9 13.0 14.0 46.9 45.2 4.3 5.5 11.9 12.9 Adj. IHS* 40.0 43.2 12.2 4.2 2.9 * Note: LVD mix-% in IHS global production 38.4 Dec STRAP 1.9 2.5 DB 2019 at 17.4%, but adjusted to 16.4% to 11.2 align better to Jato registration data 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 • Gap to IHS driven by Japanese OEMs: IHS assumes • IHS BEV pen-% delta driven mainly by China relatively high Turbo-pen-% at those OEMs, while our Customer Teams are expecting lower LVG T-pen-% and higher pen-% of naturally aspirated hybrids. 1%pt LV turbo pen-% = 300k units for GTX in ’24 1%pt LVD mix % = 300k units for GTX in ’24 1%pt BEV mix-% = 300k units for GTX è 1.2M units buffer vs. IHSè 0.2M units buffer vs. IHSè 0.1M units risk vs. IHS Copyrights © 2021 Garrett Motion Inc. Source: Company projections, subject to ongoing review and material revision 28 Planning LV-Gas Turbo Penetration ConservativelyLight Vehicle Powertrain Macro Deep-Dive LV-Gas Turbo penetration LV-Diesel mix-% BEV mix-% Aligned to IHS until 2022, more conservative thereafter IHS expecting slower drop Raised global BEV pen-% assumptions in Dec STRAP LVG T-pen-%, 2019-24 LVD mix, 2019-24 BEV mix, 2019-24 (%) (%) (%) IHS IHS 55.0 9.2 16.4 Dec STRAP 51.3 15.2 7.7 8.8 Dec STRAP 14.3 48.0 50.4 7.5 13.8 14.7 5.8 45.4 48.5 43.9 13.0 14.0 46.9 45.2 4.3 5.5 11.9 12.9 Adj. IHS* 40.0 43.2 12.2 4.2 2.9 * Note: LVD mix-% in IHS global production 38.4 Dec STRAP 1.9 2.5 DB 2019 at 17.4%, but adjusted to 16.4% to 11.2 align better to Jato registration data 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 • Gap to IHS driven by Japanese OEMs: IHS assumes • IHS BEV pen-% delta driven mainly by China relatively high Turbo-pen-% at those OEMs, while our Customer Teams are expecting lower LVG T-pen-% and higher pen-% of naturally aspirated hybrids. 1%pt LV turbo pen-% = 300k units for GTX in ’24 1%pt LVD mix % = 300k units for GTX in ’24 1%pt BEV mix-% = 300k units for GTX è 1.2M units buffer vs. IHSè 0.2M units buffer vs. IHSè 0.1M units risk vs. IHS Copyrights © 2021 Garrett Motion Inc. Source: Company projections, subject to ongoing review and material revision 28 Planning LV-Gas Turbo Penetration Conservatively
Volume Forecast By Product Line Total Volumes LV Gasoline LV Diesel Commercial Vehicles Global GTX production (M units, excl. e-Boost & FCC) 17.6 10.9 17.0 0.9 10.0 0.9 15.0 0.8 8.2 13.4 13.1 12.0 0.7 AM 0.8 6.9 0.6 5.6 5.4 11.8 5.2 4.4 18.1 4.3 17.3 10.6 4.3 4.0 4.3 15.3 8.7 13.4 OEM 12.3 7.2 11.3 1.8 1.8 1.8 1.7 4.7 4.9 4.6 1.4 4.4 1.4 1.9 2.0 1.7 1.5 -1.5 -0.9 Contin- -0.5 -0.1 -0.1 -0.1 -0.1 -0.3 -0.3 -0.7 -0.4 -0.5 -0.5 -0.6 -1.1 -1.2 gency 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 Copyrights © 2021 Garrett Motion Inc. Source: Company projections, subject to ongoing review and material revision 29 Up to 1.5M Units Contingency in 2024Volume Forecast By Product Line Total Volumes LV Gasoline LV Diesel Commercial Vehicles Global GTX production (M units, excl. e-Boost & FCC) 17.6 10.9 17.0 0.9 10.0 0.9 15.0 0.8 8.2 13.4 13.1 12.0 0.7 AM 0.8 6.9 0.6 5.6 5.4 11.8 5.2 4.4 18.1 4.3 17.3 10.6 4.3 4.0 4.3 15.3 8.7 13.4 OEM 12.3 7.2 11.3 1.8 1.8 1.8 1.7 4.7 4.9 4.6 1.4 4.4 1.4 1.9 2.0 1.7 1.5 -1.5 -0.9 Contin- -0.5 -0.1 -0.1 -0.1 -0.1 -0.3 -0.3 -0.7 -0.4 -0.5 -0.5 -0.6 -1.1 -1.2 gency 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 Copyrights © 2021 Garrett Motion Inc. Source: Company projections, subject to ongoing review and material revision 29 Up to 1.5M Units Contingency in 2024
Focus On Garrett Gasoline Volume Growth | 2013-2027 15 Munits VNT 10 5 WG 0 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 % awarded 100% 100% 89% 88% 84% 75% 62% 41% Copyrights © 2021 Garrett Motion Inc. 30 Projected growth of gasoline turbochargers and increased penetration of VNTFocus On Garrett Gasoline Volume Growth | 2013-2027 15 Munits VNT 10 5 WG 0 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 % awarded 100% 100% 89% 88% 84% 75% 62% 41% Copyrights © 2021 Garrett Motion Inc. 30 Projected growth of gasoline turbochargers and increased penetration of VNT
Updated STRAP (Jan 2021): Volume and Revenue Build Up ($ in million and volumes in thousands) Volume Evolution by Product Revenue Evolution by Product (1) Light Vehicle Diesel Light Vehicle Gas Commercial Vehicle Aftermarket Fuel Cell Light Vehicle Diesel Light Vehicle Gas Commercial Vehicle Aftermarket Other CAGR CAGR '19A - '24E '19A - '24E 17,673 144% $4,340 17,011 $4,226 33 5% 4% 155 4% 16% 12 114 932 875 $3,833 10% 3% 438 1,838 10% 1% 416 14,976 84 1,772 $3,485 394 13,437 817 74 13,105 $3,248 679 16% 2% 675 1,657 $3,033 75 377 6% 2% 750 11,984 764 60 675 1,426 377 12% 13% 1,757 652 331 585 1,447 19% 626 551 62% 15% 10,899 9,951 8,243 2,032 41% 2,191 5,375 50% 15% 6,949 1,704 5,625 1,478 34% 1,089 1,175 40% 5,209 33% 4,401 1,081 4,260 4,312 4,258 22% (5%) 3,971 970 977 988 916 877 20% (4%) 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Other includes Software, Fuel Cell, and Prototype 31 Increased gasoline turbochargers partially offset by lower diesel volumesUpdated STRAP (Jan 2021): Volume and Revenue Build Up ($ in million and volumes in thousands) Volume Evolution by Product Revenue Evolution by Product (1) Light Vehicle Diesel Light Vehicle Gas Commercial Vehicle Aftermarket Fuel Cell Light Vehicle Diesel Light Vehicle Gas Commercial Vehicle Aftermarket Other CAGR CAGR '19A - '24E '19A - '24E 17,673 144% $4,340 17,011 $4,226 33 5% 4% 155 4% 16% 12 114 932 875 $3,833 10% 3% 438 1,838 10% 1% 416 14,976 84 1,772 $3,485 394 13,437 817 74 13,105 $3,248 679 16% 2% 675 1,657 $3,033 75 377 6% 2% 750 11,984 764 60 675 1,426 377 12% 13% 1,757 652 331 585 1,447 19% 626 551 62% 15% 10,899 9,951 8,243 2,032 41% 2,191 5,375 50% 15% 6,949 1,704 5,625 1,478 34% 1,089 1,175 40% 5,209 33% 4,401 1,081 4,260 4,312 4,258 22% (5%) 3,971 970 977 988 916 877 20% (4%) 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Other includes Software, Fuel Cell, and Prototype 31 Increased gasoline turbochargers partially offset by lower diesel volumes
Updated STRAP (Jan 2021): Key Financial Metrics ($ in millions) Total Revenue / Annual Growth % Gross Profit / Margin % 26% 24% 24% 24% $4,340 24% $4,226 23% $3,833 $1,061 $3,485 $1,031 $3,248 $927 $3,033 15% $847 $828 10% 10% $694 3% (4%) (7%) 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Adj. EBITDA / Margin % Capital Expenditures / % of Revenue 18% 16% 16% 16% 15% 14% $701 $680 $596 3% $583 3% 3% 3% $520 3% $440 3% $133 $125 $115 $119 $102 $80 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Financial projections assume a €/$USD rate of 1.20 for all forecasted periods. Copyrights © 2021 Garrett Motion Inc. Source: Company projections, subject to ongoing review and material revision 32Updated STRAP (Jan 2021): Key Financial Metrics ($ in millions) Total Revenue / Annual Growth % Gross Profit / Margin % 26% 24% 24% 24% $4,340 24% $4,226 23% $3,833 $1,061 $3,485 $1,031 $3,248 $927 $3,033 15% $847 $828 10% 10% $694 3% (4%) (7%) 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Adj. EBITDA / Margin % Capital Expenditures / % of Revenue 18% 16% 16% 16% 15% 14% $701 $680 $596 3% $583 3% 3% 3% $520 3% $440 3% $133 $125 $115 $119 $102 $80 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Financial projections assume a €/$USD rate of 1.20 for all forecasted periods. Copyrights © 2021 Garrett Motion Inc. Source: Company projections, subject to ongoing review and material revision 32
Updated STRAP (Jan 2021): Key Credit Metrics ($ in millions) Adj. EBITDA / Margin % Adj. EBITDA – Capex / Conversion % 18% 16% 16% 16% 82% 82% 82% 81% 80% 15% 78% 14% $701 $680 $596 $583 $568 $555 $520 $481 $477 $440 $405 $360 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E (1) Net Debt / LTM Adj. EBITDA Interest Coverage (Adj. EBITDA / Interest Expense ) Net Financial Debt 16.8x Series B Preferred Stock 16.1x 13.8x 3.1x 2.7x 9.9x 9.6x 2.2x 1.9x 1.1x 5.8x 1.4x 1.1x 1.0x 0.8x 1.5x 0.7x 0.9x 0.6x 0.4x 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Financial projections assume a €/$USD rate of 1.20 for all forecasted periods. Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Interest expense includes P&L interest expense on financial debt, net 33Updated STRAP (Jan 2021): Key Credit Metrics ($ in millions) Adj. EBITDA / Margin % Adj. EBITDA – Capex / Conversion % 18% 16% 16% 16% 82% 82% 82% 81% 80% 15% 78% 14% $701 $680 $596 $583 $568 $555 $520 $481 $477 $440 $405 $360 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E (1) Net Debt / LTM Adj. EBITDA Interest Coverage (Adj. EBITDA / Interest Expense ) Net Financial Debt 16.8x Series B Preferred Stock 16.1x 13.8x 3.1x 2.7x 9.9x 9.6x 2.2x 1.9x 1.1x 5.8x 1.4x 1.1x 1.0x 0.8x 1.5x 0.7x 0.9x 0.6x 0.4x 2019A 2020A 2021E 2022E 2023E 2024E 2019A 2020A 2021E 2022E 2023E 2024E Financial projections assume a €/$USD rate of 1.20 for all forecasted periods. Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Interest expense includes P&L interest expense on financial debt, net 33
December STRAP: Adj. EBITDA YoY Walk ($ in millions) Adj. EBITDA Walk 2020A 2021E 2022E 2023E 2024E BoP Adj. EBITDA $583 $440 $520 $596 $680 FX 3 33 Volume @ VC% (93) 114 112 137 45 Pricing (17) (60) (67) (74) (76) Material Productivity 55 79 85 95 98 Non Material Productivity 3 35 30 26 27 Mix (47) (50) (26) (46) (27) Inflation (15) (25) (31) (35) (37) RD&E Investment (14) (16) (4) Benefits from COVID actions in Fixed costs 33 (33) Other Non recurring benefits (50) (7) 0 0 0 Insurance (8) (1) Others (15) (1) (15) (4) (4) EoP Adj. EBITDA $440 $520 $596 $680 $701 Pricing: ~1.8% per year Material Productivity: ~5.3% per year Higher Mix Impact in 2023 Driven by Accelerated Growth in Gas Source: Company projections, subject to ongoing review and material revision Notes: (1) Includes in 2020E: ($10M) components, proto, thermal, ($6M) FIFO reserve and $1M other; 2021E: +$6M FIFO reserve, ($15M) contingency and +$8M stretch in indirect (e.g., T&E); 2022E: ($15M) contingency; 2023E: ($4M) other; Copyrights © 2021 Garrett Motion Inc. 2024E: ($4M) other 34December STRAP: Adj. EBITDA YoY Walk ($ in millions) Adj. EBITDA Walk 2020A 2021E 2022E 2023E 2024E BoP Adj. EBITDA $583 $440 $520 $596 $680 FX 3 33 Volume @ VC% (93) 114 112 137 45 Pricing (17) (60) (67) (74) (76) Material Productivity 55 79 85 95 98 Non Material Productivity 3 35 30 26 27 Mix (47) (50) (26) (46) (27) Inflation (15) (25) (31) (35) (37) RD&E Investment (14) (16) (4) Benefits from COVID actions in Fixed costs 33 (33) Other Non recurring benefits (50) (7) 0 0 0 Insurance (8) (1) Others (15) (1) (15) (4) (4) EoP Adj. EBITDA $440 $520 $596 $680 $701 Pricing: ~1.8% per year Material Productivity: ~5.3% per year Higher Mix Impact in 2023 Driven by Accelerated Growth in Gas Source: Company projections, subject to ongoing review and material revision Notes: (1) Includes in 2020E: ($10M) components, proto, thermal, ($6M) FIFO reserve and $1M other; 2021E: +$6M FIFO reserve, ($15M) contingency and +$8M stretch in indirect (e.g., T&E); 2022E: ($15M) contingency; 2023E: ($4M) other; Copyrights © 2021 Garrett Motion Inc. 2024E: ($4M) other 34
Resilient Business Model - 2020 Financials By Quarter Q1 Q2 Q3 Q4 FY Comments Revenue $745 $477 $804 $1,008 $3,034 • Revenue impacted significantly by COVID19 crisis Growth % YOY (9%) (39%) 0% 15% (8%) Variable Costs 517 321 562 729 2,129 • Revenue down (9%) organic in Q1 2020; (39%) in Q2 2020 Variable Margin 228 156 241 278 903 Variable Margin % 30.6% 32.7% 30.0% 27.6% 29.8% • Mitigating revenue decline by highly variable cost structure Fixed Manufacturing Costs 49 43 56 60 208 • Almost 80% of all costs are variable Gross Margin 179 112 186 218 694 Gross Margin % 24.0% 23.5% 23.1% 21.6% 22.9% • Additional benefits from fixed costs management SG&A 61 51 102 62 276 Adjusted SG&A* 61 42 58 62 223 • Implementing reduced work schedules in all major sites RD&E 32 28 28 37 125 • Reducing temporary workforce and contractors Adj EBITDA $108 $63 $120 $149 $440 Adj EBITDA % 14.5% 13.2% 14.9% 14.8% 14.5% • Double digit Adjusted EBIDTA margins during downturn * Adjusted SG&A excludes Chapter11 pre-petition and M&A fees Copyrights © 2021 Garrett Motion Inc. 35 Benefitting from variable cost structure and ‘fixed cost playbook’ during downturn Resilient Business Model - 2020 Financials By Quarter Q1 Q2 Q3 Q4 FY Comments Revenue $745 $477 $804 $1,008 $3,034 • Revenue impacted significantly by COVID19 crisis Growth % YOY (9%) (39%) 0% 15% (8%) Variable Costs 517 321 562 729 2,129 • Revenue down (9%) organic in Q1 2020; (39%) in Q2 2020 Variable Margin 228 156 241 278 903 Variable Margin % 30.6% 32.7% 30.0% 27.6% 29.8% • Mitigating revenue decline by highly variable cost structure Fixed Manufacturing Costs 49 43 56 60 208 • Almost 80% of all costs are variable Gross Margin 179 112 186 218 694 Gross Margin % 24.0% 23.5% 23.1% 21.6% 22.9% • Additional benefits from fixed costs management SG&A 61 51 102 62 276 Adjusted SG&A* 61 42 58 62 223 • Implementing reduced work schedules in all major sites RD&E 32 28 28 37 125 • Reducing temporary workforce and contractors Adj EBITDA $108 $63 $120 $149 $440 Adj EBITDA % 14.5% 13.2% 14.9% 14.8% 14.5% • Double digit Adjusted EBIDTA margins during downturn * Adjusted SG&A excludes Chapter11 pre-petition and M&A fees Copyrights © 2021 Garrett Motion Inc. 35 Benefitting from variable cost structure and ‘fixed cost playbook’ during downturn
Financial policy Financial policy will be set by a New Board, which assuming a 7-member board will consist of: • 1 Honeywell-nominated director • 1 director nominated by the Additional Investors (parties to the PSA outside of Centerbridge, Oaktree, and Honeywell) • 1 Board member from the Management team • 2 seats each for Centerbridge and Oaktree nominees Company is well positioned with a conservative balance sheet and strong liquidity profile upon emergence • Pro forma liquidity of at least $400MM • Near-term focus will be on using free cash flow to : • Reinvest in the business • Pay down debt to de-lever • Acquisitions to enhance the profile of the business as the industry transitions and consolidates Copyrights © 2021 Garrett Motion Inc. 36Financial policy Financial policy will be set by a New Board, which assuming a 7-member board will consist of: • 1 Honeywell-nominated director • 1 director nominated by the Additional Investors (parties to the PSA outside of Centerbridge, Oaktree, and Honeywell) • 1 Board member from the Management team • 2 seats each for Centerbridge and Oaktree nominees Company is well positioned with a conservative balance sheet and strong liquidity profile upon emergence • Pro forma liquidity of at least $400MM • Near-term focus will be on using free cash flow to : • Reinvest in the business • Pay down debt to de-lever • Acquisitions to enhance the profile of the business as the industry transitions and consolidates Copyrights © 2021 Garrett Motion Inc. 36
Appendix 37Appendix 37
Summary Income Statement ($ in millions) 2020A / 2021E Quarterly 2019A – 2024E Annually 2020A by Quarter 2021E 2019A 2020A 2021E 2022E 2023E 2024E (USDM, except per share data) Q1 Q2 Q3 Q4 Q1 Apr May-Jun Q3 Q4 FY FY FY FY FY FY Total Volume (in '000s Units) 2,941 1,859 3,163 4,021 3,299 1,061 2,311 3,250 3,517 13,105 11,984 13,437 14,976 17,011 17,673 Growth (%) (10%) (42%) 1% 15% 12% -% 24% 3% (13%) (9%) 12% 11% 14% 4% Total Revenue $744 $477 $804 $1,008 $868 $277 $605 $845 $891 $3,248 $3,033 $3,485 $3,833 $4,226 $4,340 Growth (%) (11%) (41%) 3% 21% 17% -% 27% 5% (12%) (4%) (7%) 15% 10% 10% 3% Material Margin 313 216 329 387 363 113 253 354 370 1,400 1,246 1,453 1,583 1,729 1,772 Margin (%) 42% 45% 41% 38% 42% 41% 42% 42% 42% 43% 41% 42% 41% 41% 41% Gross Profit $178 $112 $186 $218 $207 $63 $150 $198 $210 $847 $694 $828 $927 $1,031 $1,061 Margin (%) 24% 24% 23% 22% 24% 23% 25% 23% 24% 26% 23% 24% 24% 24% 24% Selling 14 11 14 19 18 6 13 18 18 60 59 73 76 79 82 % of Sales 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% G&A Costs 46 40 88 43 49 16 33 47 47 189 217 192 201 205 209 % of Sales 6% 8% 11% 4% 6% 6% 5% 6% 5% 6% 7% 6% 5% 5% 5% RD&E Costs 32 28 28 37 35 12 23 33 34 135 125 137 150 166 171 % of Sales 4% 6% 3% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% Other Costs 1 (1) 1 1 4 1 2 4 4 - 1 15 30 30 30 % of Sales 0% (0%) 0% 0% 0% 0% 0% 0% 0% -% 0% 0% 1% 1% 1% Reported Operating Profit $84 $34 $55 $118 $102 $27 $79 $96 $107 $464 $292 $411 $470 $552 $570 Margin (%) 11% 7% 7% 12% 12% 10% 13% 11% 12% 14% 10% 12% 12% 13% 13% (1) $67 $21 $29 $77 ($57) $299 $80 $99 $110 $408 $195 $531 $486 $569 $588 EBIT Margin (%) 9% 5% 4% 8% (7%) 108% 13% 12% 12% 13% 6% 15% 13% 13% 14% Interest Expense, net 15 19 19 23 17 6 8 11 11 61 75 52 43 42 42 Tax Expense (Benefit) 1 12 (1) 28 20 (6) 18 22 25 33 39 79 100 115 114 Tax Rate (%) 1% 497% (9%) 52% (27%) 4% 25% 25% 25% 10% 33% 235% 23% 22% 21% GAAP Net Income $52 ($9) $11 $26 ($95) $300 $55 $66 $74 $313 $80 $400 $343 $411 $431 Margin (%) 7% (2%) 1% 3% (11%) 108% 9% 8% 8% 10% 3% 11% 9% 10% 10% Adj. EBITDA $108 $63 $120 $149 $129 $37 $96 $124 $135 $583 $440 $520 $596 $680 $701 Margin (%) 14% 13% 15% 15% 15% 13% 16% 15% 15% 18% 14% 15% 16% 16% 16% Net Financial Debt / LTM Adj. EBITDA 2.3x 3.3x 3.6x 3.1x 3.2x 3.3x 1.7x 1.7x 1.5x 2.2x 3.1x 1.5x 0.9x 0.6x 0.4x (2) 2.3x 3.3x 3.6x 3.1x 3.2x 3.3x 2.8x 2.8x 2.6x 2.2x 3.1x 2.6x 1.9x 1.4x 1.1x Net Debt / LTM Adj. EBITDA LTM Adj. EBITDA $532 $441 $428 $440 $460 $435 $530 $534 $520 $583 $440 $520 $596 $680 $701 Source: Company projections, subject to ongoing review and material revision Notes: (1) Apr-2021 includes $455M settlement gain (non-taxable); subject to legal and accounting review Emergence Copyrights © 2021 Garrett Motion Inc. (2) Includes Series B Preferred Stock post-emergence 38Summary Income Statement ($ in millions) 2020A / 2021E Quarterly 2019A – 2024E Annually 2020A by Quarter 2021E 2019A 2020A 2021E 2022E 2023E 2024E (USDM, except per share data) Q1 Q2 Q3 Q4 Q1 Apr May-Jun Q3 Q4 FY FY FY FY FY FY Total Volume (in '000s Units) 2,941 1,859 3,163 4,021 3,299 1,061 2,311 3,250 3,517 13,105 11,984 13,437 14,976 17,011 17,673 Growth (%) (10%) (42%) 1% 15% 12% -% 24% 3% (13%) (9%) 12% 11% 14% 4% Total Revenue $744 $477 $804 $1,008 $868 $277 $605 $845 $891 $3,248 $3,033 $3,485 $3,833 $4,226 $4,340 Growth (%) (11%) (41%) 3% 21% 17% -% 27% 5% (12%) (4%) (7%) 15% 10% 10% 3% Material Margin 313 216 329 387 363 113 253 354 370 1,400 1,246 1,453 1,583 1,729 1,772 Margin (%) 42% 45% 41% 38% 42% 41% 42% 42% 42% 43% 41% 42% 41% 41% 41% Gross Profit $178 $112 $186 $218 $207 $63 $150 $198 $210 $847 $694 $828 $927 $1,031 $1,061 Margin (%) 24% 24% 23% 22% 24% 23% 25% 23% 24% 26% 23% 24% 24% 24% 24% Selling 14 11 14 19 18 6 13 18 18 60 59 73 76 79 82 % of Sales 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% G&A Costs 46 40 88 43 49 16 33 47 47 189 217 192 201 205 209 % of Sales 6% 8% 11% 4% 6% 6% 5% 6% 5% 6% 7% 6% 5% 5% 5% RD&E Costs 32 28 28 37 35 12 23 33 34 135 125 137 150 166 171 % of Sales 4% 6% 3% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% Other Costs 1 (1) 1 1 4 1 2 4 4 - 1 15 30 30 30 % of Sales 0% (0%) 0% 0% 0% 0% 0% 0% 0% -% 0% 0% 1% 1% 1% Reported Operating Profit $84 $34 $55 $118 $102 $27 $79 $96 $107 $464 $292 $411 $470 $552 $570 Margin (%) 11% 7% 7% 12% 12% 10% 13% 11% 12% 14% 10% 12% 12% 13% 13% (1) $67 $21 $29 $77 ($57) $299 $80 $99 $110 $408 $195 $531 $486 $569 $588 EBIT Margin (%) 9% 5% 4% 8% (7%) 108% 13% 12% 12% 13% 6% 15% 13% 13% 14% Interest Expense, net 15 19 19 23 17 6 8 11 11 61 75 52 43 42 42 Tax Expense (Benefit) 1 12 (1) 28 20 (6) 18 22 25 33 39 79 100 115 114 Tax Rate (%) 1% 497% (9%) 52% (27%) 4% 25% 25% 25% 10% 33% 235% 23% 22% 21% GAAP Net Income $52 ($9) $11 $26 ($95) $300 $55 $66 $74 $313 $80 $400 $343 $411 $431 Margin (%) 7% (2%) 1% 3% (11%) 108% 9% 8% 8% 10% 3% 11% 9% 10% 10% Adj. EBITDA $108 $63 $120 $149 $129 $37 $96 $124 $135 $583 $440 $520 $596 $680 $701 Margin (%) 14% 13% 15% 15% 15% 13% 16% 15% 15% 18% 14% 15% 16% 16% 16% Net Financial Debt / LTM Adj. EBITDA 2.3x 3.3x 3.6x 3.1x 3.2x 3.3x 1.7x 1.7x 1.5x 2.2x 3.1x 1.5x 0.9x 0.6x 0.4x (2) 2.3x 3.3x 3.6x 3.1x 3.2x 3.3x 2.8x 2.8x 2.6x 2.2x 3.1x 2.6x 1.9x 1.4x 1.1x Net Debt / LTM Adj. EBITDA LTM Adj. EBITDA $532 $441 $428 $440 $460 $435 $530 $534 $520 $583 $440 $520 $596 $680 $701 Source: Company projections, subject to ongoing review and material revision Notes: (1) Apr-2021 includes $455M settlement gain (non-taxable); subject to legal and accounting review Emergence Copyrights © 2021 Garrett Motion Inc. (2) Includes Series B Preferred Stock post-emergence 38
Adj. EBITDA Walkdown ($ in millions) 2020A / 2021E Quarterly 2019A – 2024E Annually 2020A by Quarter 2021E 2019A 2020A 2021E 2022E 2023E 2024E (USDM, except per share data) Q1 Q2 Q3 Q4 Q1 Apr May-Jun Q3 Q4 FY FY FY FY FY FY GAAP Net Income $52 ($9) $11 $26 ($95) $300 $55 $66 $74 $313 $80 $400 $343 $411 $431 (+) Tax Expense (Benefit) 1 12 (1) 28 20 (6) 18 22 25 33 39 79 100 115 114 (+) Interest Expense, Net 15 19 19 23 17 6 8 11 11 61 75 52 43 42 42 (+) Depreciation 19 18 22 26 23 8 16 24 24 73 86 95 99 102 103 EBITDA (Non-GAAP) $86 $40 $52 $103 ($34) $307 $96 $123 $134 $481 $281 $626 $586 $670 $691 Margin (%) 12% 8% 6% 10% (4%) 111% 16% 15% 15% 15% 9% 18% 15% 16% 16% (+) Other Operating Expenses (Income), Net 16 14 14 0 - - - - - 40 44 - - - - (+) Non Service Components of Pension Benefit Costs (Income) (2) (2) (3) 12 (2) (1) (2) (2) (2) 8 5 (9) (9) (9) (9) (-) Other Non-Operating Income (Expense) (0) 0 (0) (0) (0) - (0) (0) (0) (1) (0) (0) (0) (0) (0) (+) Stock Based Compensation 3 4 2 4 2 3 (1) 2 2 18 12 8 19 19 19 (1) (-) Settlement Gain - - - - - 445 - - - - - 445 - - - (+) Reorganization Costs - - 4 69 162 174 - - - - 73 336 - - - (+) Repositioning Costs 5 0 2 2 1 (0) 1 1 1 2 10 4 - - - (-) FX Hedge Gain (Loss) Net of Remeasurement (Debt) (0) 1 (5) 42 - - - - - (7) 38 - - - - (+) Non-Recurring Costs - 9 44 (1) - - - - - 26 52 - - - - Adj. EBITDA $108 $63 $120 $149 $129 $37 $96 $124 $135 $583 $440 $520 $596 $680 $701 Margin (%) 14% 13% 15% 15% 15% 13% 16% 15% 15% 18% 14% 15% 16% 16% 16% Emergence Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Apr-2021 includes $455M settlement gain (non-taxable); subject to legal and accounting review 39Adj. EBITDA Walkdown ($ in millions) 2020A / 2021E Quarterly 2019A – 2024E Annually 2020A by Quarter 2021E 2019A 2020A 2021E 2022E 2023E 2024E (USDM, except per share data) Q1 Q2 Q3 Q4 Q1 Apr May-Jun Q3 Q4 FY FY FY FY FY FY GAAP Net Income $52 ($9) $11 $26 ($95) $300 $55 $66 $74 $313 $80 $400 $343 $411 $431 (+) Tax Expense (Benefit) 1 12 (1) 28 20 (6) 18 22 25 33 39 79 100 115 114 (+) Interest Expense, Net 15 19 19 23 17 6 8 11 11 61 75 52 43 42 42 (+) Depreciation 19 18 22 26 23 8 16 24 24 73 86 95 99 102 103 EBITDA (Non-GAAP) $86 $40 $52 $103 ($34) $307 $96 $123 $134 $481 $281 $626 $586 $670 $691 Margin (%) 12% 8% 6% 10% (4%) 111% 16% 15% 15% 15% 9% 18% 15% 16% 16% (+) Other Operating Expenses (Income), Net 16 14 14 0 - - - - - 40 44 - - - - (+) Non Service Components of Pension Benefit Costs (Income) (2) (2) (3) 12 (2) (1) (2) (2) (2) 8 5 (9) (9) (9) (9) (-) Other Non-Operating Income (Expense) (0) 0 (0) (0) (0) - (0) (0) (0) (1) (0) (0) (0) (0) (0) (+) Stock Based Compensation 3 4 2 4 2 3 (1) 2 2 18 12 8 19 19 19 (1) (-) Settlement Gain - - - - - 445 - - - - - 445 - - - (+) Reorganization Costs - - 4 69 162 174 - - - - 73 336 - - - (+) Repositioning Costs 5 0 2 2 1 (0) 1 1 1 2 10 4 - - - (-) FX Hedge Gain (Loss) Net of Remeasurement (Debt) (0) 1 (5) 42 - - - - - (7) 38 - - - - (+) Non-Recurring Costs - 9 44 (1) - - - - - 26 52 - - - - Adj. EBITDA $108 $63 $120 $149 $129 $37 $96 $124 $135 $583 $440 $520 $596 $680 $701 Margin (%) 14% 13% 15% 15% 15% 13% 16% 15% 15% 18% 14% 15% 16% 16% 16% Emergence Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Apr-2021 includes $455M settlement gain (non-taxable); subject to legal and accounting review 39
Summary Cash Flow Statement ($ in millions) 2019A 2020A by Quarter 2021E 2022E 2023E 2024E (USDM, except per share data) FY Q1 Q2 Q3 Q4 Q1 Apr Emer. May-Jun Q3 Q4 FY FY FY Adjusted EBITDA $583 $108 $63 $120 $149 $129 $37 $96 $124 $135 $596 $680 $701 (+) Decrease (Increase) in Accounts Receivable 58 57 (149) (128) (53) 43 (32) (30) 52 9 (92) (31) (+) Decrease (Increase) in Inventory (14) (10) (3) 12 4 10 (3) (1) 3 (25) (15) (9) (+) Increase (Decrease) in Accounts Payable (29) (202) 105 167 60 10 - (13) (45) 14 97 32 (+) Decrease (Increase) in NWC 59 15 (155) (47) 51 11 63 (35) (44) 10 (2) (10) (8) (-) Cash Collateralization - - - 2 99 97 28 (80) (117) (28) - - - (-) Cash Interest, net 54 7 30 11 27 20 14 8 11 11 43 42 42 (-) Indemnity Obligation Payments to Honeywell 160 39 2 1 - - - - - - - - - (-) MTT Obligation Payments to Honeywell 18 - - - - - - - - - - - - (-) Cash Taxes 93 3 3 21 16 17 6 11 17 17 91 105 104 (-) Chapter 11 Prof. Services Fees and D&O Insurance - - 8 79 14 174 137 - - - - - - (-) Other cash flow item expense 75 17 17 2 (18) (6) 7 13 7 (9) 30 30 30 Cash flow from operations $242 $57 ($152) ($43) $62 ($161) ($92) $109 $162 $153 $429 $494 $518 (-) Capex 102 39 24 16 1 37 5 17 31 26 119 125 133 (-) Other (16) - - - - - - - - - - - - Cash flow from investing ($86) ($39) ($24) ($16) ($1) ($37) ($5) ($17) ($31) ($26) ($119) ($125) ($133) FCF $156 $18 ($176) ($59) $61 ($198) ($97) $92 $132 $128 $310 $369 $385 (+) Proceeds / (Repayment) DIP - - - - 200 - - - - - - - - (+) Proceeds from RCF 745 621 402 426 - - - - - - - - - (-) Payments of RCF 745 555 349 196 - - - - - - - - - (-) Payments of LT Debt 163 1 1 1 - - - - - - - - - (-) Series A Preferred Dividends - - - - - - - - - - - 164 164 (-) Series B Preferred Repayment - - - - - - - - - - 35 100 100 (-) Other expenses - 3 - - 9 - - - - - - - - Cash flow from financing ($163) $62 $51 $229 $191 - - - - - ($35) ($264) ($264) Effect of FX rate changes on cash (2) (12) 9 5 26 - - - - - - - - $196 $187 $254 $139 $314 $592 $394 $297 $96 $188 $320 $448 $723 $828 Beginning Unrestricted Cash Net Change in Unrestricted Cash (9) 67 (115) 176 278 (198) (97) (201) 92 132 128 275 105 121 $187 $254 $139 $314 $592 $394 $297 $96 $188 $320 $448 $723 $828 $949 Ending Unrestricted Cash (1) $- $- $- $2 $101 $198 $226 $226 $146 $29 $1 $1 $1 $1 Ending Restricted Cash Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Includes $45M of cash flow contingency included in NWC for 2021 and $30M of contingency for 2022-2024 included in Other 40Summary Cash Flow Statement ($ in millions) 2019A 2020A by Quarter 2021E 2022E 2023E 2024E (USDM, except per share data) FY Q1 Q2 Q3 Q4 Q1 Apr Emer. May-Jun Q3 Q4 FY FY FY Adjusted EBITDA $583 $108 $63 $120 $149 $129 $37 $96 $124 $135 $596 $680 $701 (+) Decrease (Increase) in Accounts Receivable 58 57 (149) (128) (53) 43 (32) (30) 52 9 (92) (31) (+) Decrease (Increase) in Inventory (14) (10) (3) 12 4 10 (3) (1) 3 (25) (15) (9) (+) Increase (Decrease) in Accounts Payable (29) (202) 105 167 60 10 - (13) (45) 14 97 32 (+) Decrease (Increase) in NWC 59 15 (155) (47) 51 11 63 (35) (44) 10 (2) (10) (8) (-) Cash Collateralization - - - 2 99 97 28 (80) (117) (28) - - - (-) Cash Interest, net 54 7 30 11 27 20 14 8 11 11 43 42 42 (-) Indemnity Obligation Payments to Honeywell 160 39 2 1 - - - - - - - - - (-) MTT Obligation Payments to Honeywell 18 - - - - - - - - - - - - (-) Cash Taxes 93 3 3 21 16 17 6 11 17 17 91 105 104 (-) Chapter 11 Prof. Services Fees and D&O Insurance - - 8 79 14 174 137 - - - - - - (-) Other cash flow item expense 75 17 17 2 (18) (6) 7 13 7 (9) 30 30 30 Cash flow from operations $242 $57 ($152) ($43) $62 ($161) ($92) $109 $162 $153 $429 $494 $518 (-) Capex 102 39 24 16 1 37 5 17 31 26 119 125 133 (-) Other (16) - - - - - - - - - - - - Cash flow from investing ($86) ($39) ($24) ($16) ($1) ($37) ($5) ($17) ($31) ($26) ($119) ($125) ($133) FCF $156 $18 ($176) ($59) $61 ($198) ($97) $92 $132 $128 $310 $369 $385 (+) Proceeds / (Repayment) DIP - - - - 200 - - - - - - - - (+) Proceeds from RCF 745 621 402 426 - - - - - - - - - (-) Payments of RCF 745 555 349 196 - - - - - - - - - (-) Payments of LT Debt 163 1 1 1 - - - - - - - - - (-) Series A Preferred Dividends - - - - - - - - - - - 164 164 (-) Series B Preferred Repayment - - - - - - - - - - 35 100 100 (-) Other expenses - 3 - - 9 - - - - - - - - Cash flow from financing ($163) $62 $51 $229 $191 - - - - - ($35) ($264) ($264) Effect of FX rate changes on cash (2) (12) 9 5 26 - - - - - - - - $196 $187 $254 $139 $314 $592 $394 $297 $96 $188 $320 $448 $723 $828 Beginning Unrestricted Cash Net Change in Unrestricted Cash (9) 67 (115) 176 278 (198) (97) (201) 92 132 128 275 105 121 $187 $254 $139 $314 $592 $394 $297 $96 $188 $320 $448 $723 $828 $949 Ending Unrestricted Cash (1) $- $- $- $2 $101 $198 $226 $226 $146 $29 $1 $1 $1 $1 Ending Restricted Cash Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Includes $45M of cash flow contingency included in NWC for 2021 and $30M of contingency for 2022-2024 included in Other 40
Summary Balance Sheet PF Balance Sheet post emergence subject ($ in millions) to appropriate accounting and legal review 2019A 2020A by Quarter 2021E 2022E 2023E 2024E (USDM, except per share data) FY Q1 Q2 Q3 Q4 Q1 Apr Emer. May-Jun Q3 Q4 FY FY FY (1) Cash and cash equivalents 187 254 139 314 592 394 297 96 188 320 448 723 828 949 Restricted Cash - - - 2 101 198 226 226 146 29 1 1 1 1 Accounts, notes and other receivables- net 707 629 554 710 841 894 851 851 883 913 861 852 944 975 Inventories—net 220 225 234 237 235 231 221 221 224 225 222 247 262 271 Other current assets 85 80 77 128 110 110 110 110 110 110 110 110 110 110 Total Current Assets 1,199 1,188 1,004 1,392 1,879 1,827 1,705 1,504 1,552 1,597 1,642 1,933 2,145 2,306 Investments and long-term receivables 36 34 34 34 30 30 30 30 30 30 30 30 30 30 Property, plant and equipment—net 471 457 457 465 505 519 516 516 517 524 525 545 568 598 Goodwill 193 193 193 193 193 193 193 193 193 193 193 193 193 193 Deferred income taxes 268 277 272 265 275 275 275 275 275 275 275 275 275 275 Other assets 108 105 106 118 135 135 135 135 135 135 135 135 135 135 Total Non-Current Assets 1,076 1,066 1,062 1,075 1,139 1,153 1,150 1,150 1,151 1,157 1,159 1,178 1,202 1,231 $2,275 $2,254 $2,066 $2,467 $3,018 $2,979 $2,855 $2,654 $2,703 $2,755 $2,800 $3,112 $3,347 $3,537 Total Assets Accounts payable 1,009 935 705 828 1,101 1,161 1,171 1,171 1,171 1,158 1,113 1,127 1,224 1,256 DIP - - - - 200 200 200 - - - - - - - Borrowings under revolving credit facility - 66 135 370 370 370 370 - - - - - - - Current maturities of long-term debt 4 4 4 - - - - - - - - - - - Obligations payable to Honeywell, current 69 68 37 40 42 42 42 - - - - - - - Accrued liabilities 310 303 284 201 335 335 335 335 335 335 335 335 335 335 Total Current Liabilities 1,392 1,376 1,165 1,439 2,049 2,109 2,119 1,506 1,506 1,493 1,448 1,462 1,559 1,591 Long-term debt 1,409 1,389 1,403 1,452 1,511 1,511 1,511 1,250 1,250 1,250 1,250 1,250 1,250 1,250 Deferred income taxes 51 37 35 2 27 27 27 27 27 27 27 27 27 27 Obligations payable to Honeywell 1,282 1,236 1,304 1,364 1,440 1,440 1,440 - - - - - - - Other liabilities 274 262 262 406 298 304 297 297 284 278 286 256 226 196 Total Non-Current Liabilities 3,016 2,924 3,004 3,224 3,276 3,282 3,275 1,574 1,561 1,555 1,563 1,533 1,503 1,473 Common Equity - - - - - - - (2,262) (2,262) (2,262) (2,262) (2,262) (2,262) (2,262) Additional paid-in capital 19 20 24 26 28 28 28 - - - - - - - Retained earnings (2,282) (2,235) (2,244) (2,233) (2,207) (2,311) (2,438) - 62 133 124 296 521 771 Accumulated other comprehensive income 130 169 117 11 (128) (128) (128) - - - - - - - Series A Preferred Stock - Principal - - - - - - - 1,251 1,251 1,251 1,251 1,251 1,251 1,251 Series A Preferred Stock - PIK - - - - - - - - - - 92 239 239 239 Series B Preferred Stock - - - - - - - 584 584 584 584 591 534 473 Total Equity (2,133) (2,046) (2,103) (2,196) (2,307) (2,411) (2,539) (427) (365) (294) (211) 116 284 473 $2,275 $2,254 $2,066 $2,467 $3,018 $2,979 $2,855 $2,654 $2,703 $2,755 $2,800 $3,112 $3,347 $3,537 Total Liabilities & Equity Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Includes $45M of cash flow contingency 41Summary Balance Sheet PF Balance Sheet post emergence subject ($ in millions) to appropriate accounting and legal review 2019A 2020A by Quarter 2021E 2022E 2023E 2024E (USDM, except per share data) FY Q1 Q2 Q3 Q4 Q1 Apr Emer. May-Jun Q3 Q4 FY FY FY (1) Cash and cash equivalents 187 254 139 314 592 394 297 96 188 320 448 723 828 949 Restricted Cash - - - 2 101 198 226 226 146 29 1 1 1 1 Accounts, notes and other receivables- net 707 629 554 710 841 894 851 851 883 913 861 852 944 975 Inventories—net 220 225 234 237 235 231 221 221 224 225 222 247 262 271 Other current assets 85 80 77 128 110 110 110 110 110 110 110 110 110 110 Total Current Assets 1,199 1,188 1,004 1,392 1,879 1,827 1,705 1,504 1,552 1,597 1,642 1,933 2,145 2,306 Investments and long-term receivables 36 34 34 34 30 30 30 30 30 30 30 30 30 30 Property, plant and equipment—net 471 457 457 465 505 519 516 516 517 524 525 545 568 598 Goodwill 193 193 193 193 193 193 193 193 193 193 193 193 193 193 Deferred income taxes 268 277 272 265 275 275 275 275 275 275 275 275 275 275 Other assets 108 105 106 118 135 135 135 135 135 135 135 135 135 135 Total Non-Current Assets 1,076 1,066 1,062 1,075 1,139 1,153 1,150 1,150 1,151 1,157 1,159 1,178 1,202 1,231 $2,275 $2,254 $2,066 $2,467 $3,018 $2,979 $2,855 $2,654 $2,703 $2,755 $2,800 $3,112 $3,347 $3,537 Total Assets Accounts payable 1,009 935 705 828 1,101 1,161 1,171 1,171 1,171 1,158 1,113 1,127 1,224 1,256 DIP - - - - 200 200 200 - - - - - - - Borrowings under revolving credit facility - 66 135 370 370 370 370 - - - - - - - Current maturities of long-term debt 4 4 4 - - - - - - - - - - - Obligations payable to Honeywell, current 69 68 37 40 42 42 42 - - - - - - - Accrued liabilities 310 303 284 201 335 335 335 335 335 335 335 335 335 335 Total Current Liabilities 1,392 1,376 1,165 1,439 2,049 2,109 2,119 1,506 1,506 1,493 1,448 1,462 1,559 1,591 Long-term debt 1,409 1,389 1,403 1,452 1,511 1,511 1,511 1,250 1,250 1,250 1,250 1,250 1,250 1,250 Deferred income taxes 51 37 35 2 27 27 27 27 27 27 27 27 27 27 Obligations payable to Honeywell 1,282 1,236 1,304 1,364 1,440 1,440 1,440 - - - - - - - Other liabilities 274 262 262 406 298 304 297 297 284 278 286 256 226 196 Total Non-Current Liabilities 3,016 2,924 3,004 3,224 3,276 3,282 3,275 1,574 1,561 1,555 1,563 1,533 1,503 1,473 Common Equity - - - - - - - (2,262) (2,262) (2,262) (2,262) (2,262) (2,262) (2,262) Additional paid-in capital 19 20 24 26 28 28 28 - - - - - - - Retained earnings (2,282) (2,235) (2,244) (2,233) (2,207) (2,311) (2,438) - 62 133 124 296 521 771 Accumulated other comprehensive income 130 169 117 11 (128) (128) (128) - - - - - - - Series A Preferred Stock - Principal - - - - - - - 1,251 1,251 1,251 1,251 1,251 1,251 1,251 Series A Preferred Stock - PIK - - - - - - - - - - 92 239 239 239 Series B Preferred Stock - - - - - - - 584 584 584 584 591 534 473 Total Equity (2,133) (2,046) (2,103) (2,196) (2,307) (2,411) (2,539) (427) (365) (294) (211) 116 284 473 $2,275 $2,254 $2,066 $2,467 $3,018 $2,979 $2,855 $2,654 $2,703 $2,755 $2,800 $3,112 $3,347 $3,537 Total Liabilities & Equity Source: Company projections, subject to ongoing review and material revision Copyrights © 2021 Garrett Motion Inc. Notes: (1) Includes $45M of cash flow contingency 41
Summary term sheet – Convertible Series A Preferred Equity Term Description n Approximately $1,251MM Amountn Approximately $1,051MM to be provided by the Plan Sponsors and the Additional Investors n $200MM rights offering fully backstopped by the Plan Sponsors and the Additional Investors n 11% per annum, payable in cash or PIK at the election of the majority of the disinterested members of the New Board Dividend n Dividends to automatically PIK if Garrett's consolidated adjusted EBITDA for the prior four fiscal quarters does not exceed $425MM n Optional Conversion: Principal convertible (i.e., excluding accrued and unpaid dividends) at a conversion price of $3.50 (the Conversion Price ) per common share of Garrett n All outstanding Convertible Series A Preferred Stock shall convert into common stock of Garrett upon the approval of a majority of Convertible Series A Preferred Stockholders n Automatic Conversion: Principal automatically converts on the first date on or after the date that is two years from the effective date on which: (a) $125MM or less of Conversion Amortization Payments remain outstanding on the Series B Preferred Stock; (b) the common stock of Garrett has a 75-day volume-weighted average price per share that is greater than or equal to 150% of the Conversion Price; and (c) Garrett's adjusted EBlTDA on a consolidated basis for the prior twelve months equals or exceeds $600MM for two consecutive quarters n Dividends: Upon either optional or automatic conversion, all accrued and unpaid dividends shall be paid in cash or, at Garrett's option, convert at a price per share that is the lesser of: (a) the 30-day volume weighted average price per share of the common stock of Garrett at the time of such conversion or (b) the fair market value of the common stock of Garrett at the time of such conversion as determined by the New Board n Senior in liquidation and distribution rights with respect to all other preferred and common stock of Garrett n Upon a sale, liquidation or similar event, if not previously converted, the holders of Series A Preferred Stock shall receive the greater of (a) the liquidation preference of such stock plus accrued and unpaid dividends thereunder, whether or not previously declared and (b) the amount the Series A Preferred Stock, including accrued and Ranking unpaid dividends thereunder, whether or not previously declared, would receive on an as-converted basis if converted to common stock immediately before such event n No preferred shares or equity securities ranking pari passu with or senior to the Convertible Series A Preferred Stock may be issued without the consent of (a) holders of a majority of the outstanding shares of Convertible Series A Preferred Stock and (b) holders of the Series B Preferred Stock n Convertible Series A Preferred Stock will vote on all matters before the holders of common stock of Garrett in a single class with such holders of common stock, on an as- Voting converted basis Maturity n Perpetual Redemption Rightsn Non-redeemable except (a) in connection with a Change of Control or (b) at any time following the sixth anniversary of issuance n Subject to exceptions not less favourable than those to be included in the senior credit facilities, Garrett shall not incur debt that would result in a leverage ratio greater Financial Covenant than 3.0x, without the approval of holders of a majority of the outstanding shares of Convertible Series A Preferred Stock n Upon a transaction resulting in the transfer to a non-affiliate of (a) 50.01% or more of the total voting power of Garrett or (b) all or substantially all of the assets of the Change of Control Company, Garrett may redeem any Convertible Series A Preferred stock not converted into common stock of Garrett for an amount equal to the liquidation preference plus any accrued and unpaid dividends Copyrights © 2021 Garrett Motion Inc. 42Summary term sheet – Convertible Series A Preferred Equity Term Description n Approximately $1,251MM Amountn Approximately $1,051MM to be provided by the Plan Sponsors and the Additional Investors n $200MM rights offering fully backstopped by the Plan Sponsors and the Additional Investors n 11% per annum, payable in cash or PIK at the election of the majority of the disinterested members of the New Board Dividend n Dividends to automatically PIK if Garrett's consolidated adjusted EBITDA for the prior four fiscal quarters does not exceed $425MM n Optional Conversion: Principal convertible (i.e., excluding accrued and unpaid dividends) at a conversion price of $3.50 (the Conversion Price ) per common share of Garrett n All outstanding Convertible Series A Preferred Stock shall convert into common stock of Garrett upon the approval of a majority of Convertible Series A Preferred Stockholders n Automatic Conversion: Principal automatically converts on the first date on or after the date that is two years from the effective date on which: (a) $125MM or less of Conversion Amortization Payments remain outstanding on the Series B Preferred Stock; (b) the common stock of Garrett has a 75-day volume-weighted average price per share that is greater than or equal to 150% of the Conversion Price; and (c) Garrett's adjusted EBlTDA on a consolidated basis for the prior twelve months equals or exceeds $600MM for two consecutive quarters n Dividends: Upon either optional or automatic conversion, all accrued and unpaid dividends shall be paid in cash or, at Garrett's option, convert at a price per share that is the lesser of: (a) the 30-day volume weighted average price per share of the common stock of Garrett at the time of such conversion or (b) the fair market value of the common stock of Garrett at the time of such conversion as determined by the New Board n Senior in liquidation and distribution rights with respect to all other preferred and common stock of Garrett n Upon a sale, liquidation or similar event, if not previously converted, the holders of Series A Preferred Stock shall receive the greater of (a) the liquidation preference of such stock plus accrued and unpaid dividends thereunder, whether or not previously declared and (b) the amount the Series A Preferred Stock, including accrued and Ranking unpaid dividends thereunder, whether or not previously declared, would receive on an as-converted basis if converted to common stock immediately before such event n No preferred shares or equity securities ranking pari passu with or senior to the Convertible Series A Preferred Stock may be issued without the consent of (a) holders of a majority of the outstanding shares of Convertible Series A Preferred Stock and (b) holders of the Series B Preferred Stock n Convertible Series A Preferred Stock will vote on all matters before the holders of common stock of Garrett in a single class with such holders of common stock, on an as- Voting converted basis Maturity n Perpetual Redemption Rightsn Non-redeemable except (a) in connection with a Change of Control or (b) at any time following the sixth anniversary of issuance n Subject to exceptions not less favourable than those to be included in the senior credit facilities, Garrett shall not incur debt that would result in a leverage ratio greater Financial Covenant than 3.0x, without the approval of holders of a majority of the outstanding shares of Convertible Series A Preferred Stock n Upon a transaction resulting in the transfer to a non-affiliate of (a) 50.01% or more of the total voting power of Garrett or (b) all or substantially all of the assets of the Change of Control Company, Garrett may redeem any Convertible Series A Preferred stock not converted into common stock of Garrett for an amount equal to the liquidation preference plus any accrued and unpaid dividends Copyrights © 2021 Garrett Motion Inc. 42
Summary term sheet – Series B Preferred Equity Term Description n Initial Cash Payment $375MM n $34.8MM payment in 2022 Amortization Payments n 8 annual payments of $100MM beginning in 2023 and ending in 2030 n If annual adjusted EBITDA falls below $425MM, the Amortization Payments for the subsequent year shall be deferred and repaid in equal instalments over Amortization Payment Deferral the following two years (unless deferred further) in addition to any Amortization Payments due in the following years n Amortization Payments shall be callable at any time with a payment equal to the present value of the remaining Amortization Payments utilizing a 7.25% discount rate Call Option n Option to partially call remaining Amortization Payments within the first 18 months from emergence at a 7.25% discount rate so long as the present value of the remaining Amortization Payments immediately after Garrett exercises such a partial call option is no less than $400MM n In the event Garrett achieves two consecutive quarters of LTM adjusted EBITDA of at least $600MM, Honeywell has the option to put the Series B Preferred Put Option Stock back to Garrett at a purchase price equal to the present value of the remaining Amortization Payments, utilizing a 7.25% discount rate Change of Controln Upon a transaction resulting in a change of control, Honeywell may exercise its Put Option utilizing the same 7.25% discount rate n Series B Preferred Stock shall have the right to nominate one board member to the New Board until the Amortization Payments remaining on the Series B Governance Preferred Stock total $125MM or less Copyrights © 2021 Garrett Motion Inc. 43Summary term sheet – Series B Preferred Equity Term Description n Initial Cash Payment $375MM n $34.8MM payment in 2022 Amortization Payments n 8 annual payments of $100MM beginning in 2023 and ending in 2030 n If annual adjusted EBITDA falls below $425MM, the Amortization Payments for the subsequent year shall be deferred and repaid in equal instalments over Amortization Payment Deferral the following two years (unless deferred further) in addition to any Amortization Payments due in the following years n Amortization Payments shall be callable at any time with a payment equal to the present value of the remaining Amortization Payments utilizing a 7.25% discount rate Call Option n Option to partially call remaining Amortization Payments within the first 18 months from emergence at a 7.25% discount rate so long as the present value of the remaining Amortization Payments immediately after Garrett exercises such a partial call option is no less than $400MM n In the event Garrett achieves two consecutive quarters of LTM adjusted EBITDA of at least $600MM, Honeywell has the option to put the Series B Preferred Put Option Stock back to Garrett at a purchase price equal to the present value of the remaining Amortization Payments, utilizing a 7.25% discount rate Change of Controln Upon a transaction resulting in a change of control, Honeywell may exercise its Put Option utilizing the same 7.25% discount rate n Series B Preferred Stock shall have the right to nominate one board member to the New Board until the Amortization Payments remaining on the Series B Governance Preferred Stock total $125MM or less Copyrights © 2021 Garrett Motion Inc. 43
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