SEC Form 10-Q filed by Garrett Motion Inc.

5/1/25 7:08:12 AM ET

Auto Parts:O.E.M.

Consumer Discretionary

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gtx-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________________

FORM 10-Q

________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-38636

________________________________________________

Garrett Motion Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________________


Delaware			82-4873189
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

47548 Halyard Drive, Plymouth, MI 48170
and
La Pièce 16, 1180 Rolle, Switzerland
(Address of principal executive offices) (Zip Code)


+1 734 392 5500
and
+41 21 695 30 00

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	GTX	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

As of April 25, 2025, the registrant had 202,619,947 shares of Common Stock, $0.001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (Unaudited)	2
	Consolidated Interim Statements of Operations (Unaudited)	2
	Consolidated Interim Statements of Comprehensive Income (Unaudited)	3
	Consolidated Interim Balance Sheets (Unaudited)	4
	Consolidated Interim Statements of Cash Flows (Unaudited)	5
	Consolidated Interim Statements of Equity (Deficit) (Unaudited)	6
	Notes to Consolidated Interim Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		37

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GARRETT MOTION INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions, except per share amounts)
Net sales (Note 3)		$	878	$	915
Cost of goods sold		699		743
Gross profit		179		172
Selling, general and administrative expenses		59		64
Other expense, net		7		1
Interest expense		29		31


Non-operating income, net		(1)		(5)

Income before taxes		85		81
Tax expense (Note 5)		23		15
Net income		$	62	$	66




Earnings per common share
Basic		$	0.30	$	0.28
Diluted		0.30		0.28

Weighted average common shares outstanding
Basic		205,113,600		236,664,129
Diluted		207,571,011		238,991,886

The Notes to the Consolidated Interim Financial Statements are an integral part of this statement.

GARRETT MOTION INC.

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Net income		$	62	$	66
Foreign exchange translation adjustment		(29)		18

Defined benefit pension plan adjustment, net of tax		—		1
Changes in fair value of effective cash flow hedges, net of tax (Note 16)		2		3
Changes in fair value of net investment hedges, net of tax (Note 16)		(35)		19
Total other comprehensive (loss) income, net of tax		(62)		41
Comprehensive income		$	—	$	107

The Notes to the Consolidated Interim Financial Statements are an integral part of this statement.

GARRETT MOTION INC.

CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited)


	March 31, 2025		December 31, 2024
	(Dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	130	$	125
Restricted cash	1		1
Accounts, notes and other receivables – net (Note 6)	752		687
Inventories – net (Note 8)	265		286
Other current assets	100		94
Total current assets	1,248		1,193
Investments and long-term receivables	11		10
Property, plant and equipment – net	444		449
Goodwill	193		193
Deferred income taxes	202		207
Other assets (Note 9)	177		224
Total assets	$	2,275	$	2,276
LIABILITIES
Current liabilities:
Accounts payable	$	935	$	972

Current maturities of long-term debt (Note 14)	7		7


Accrued liabilities (Note 11)	327		299
Total current liabilities	1,269		1,278
Long-term debt (Note 14)	1,462		1,464

Deferred income taxes	30		25
Other liabilities (Note 12)	214		182


Total liabilities	$	2,975	$	2,949
COMMITMENTS AND CONTINGENCIES (Note 19)
EQUITY (DEFICIT)

Common Stock, par value $0.001; 1,000,000,000 and 1,000,000,000 shares authorized, 242,028,536 and 240,987,329 issued and 203,929,236 and 206,387,938 outstanding as of March 31, 2025 and December 31, 2024, respectively	—		—
Additional paid–in capital	1,219		1,213
Retained deficit	(1,591)		(1,653)
Accumulated other comprehensive income (Note 17)	11		73
Treasury Stock, at cost; 38,099,300 and 34,599,391 shares as of March 31, 2025 and December 31, 2024, respectively (Note 15)	(339)		(306)
Total deficit	(700)		(673)
Total liabilities and deficit	$	2,275	$	2,276

The Notes to the Consolidated Interim Financial Statements are an integral part of this statement.

GARRETT MOTION INC.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2025		2024
	(Dollars in millions)
Cash flows from operating activities:
Net income	$	62	$	66
Adjustments to reconcile net income to net cash provided by operating activities

Deferred income taxes	6		5
Depreciation	22		22
Amortization of deferred issuance costs	2		3




Foreign exchange (gain) loss	(19)		7
Stock compensation expense	6		8


Unrealized loss (gain) on derivatives	35		(17)
Other	2		5
Changes in assets and liabilities:
Accounts, notes and other receivables	(56)		6
Inventories	25		(17)
Other assets	(3)		(4)
Accounts payable	(34)		—
Accrued liabilities	(3)		4

Other liabilities	11		(4)
Net cash provided by operating activities	$	56	$	84
Cash flows from investing activities:
Expenditures for property, plant and equipment	(26)		(32)
Proceeds from cross-currency swap contracts	4		4

Net cash used for investing activities	$	(22)	$	(28)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of debt financing costs	68		—
Bank overdrafts	17		—
Payments of long-term debt	(71)		(2)



Repurchases of Common Stock	(30)		(107)

Dividend payments	(12)		—
Payments for debt and revolving facility financing costs	(1)		—
Other	(2)		(3)
Net cash used for financing activities	$	(31)	$	(112)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	2		(7)
Net increase (decrease) in cash, cash equivalents and restricted cash	5		(63)
Cash, cash equivalents and restricted cash at beginning of the period	126		260
Cash, cash equivalents and restricted cash at end of the period	$	131	$	197
Supplemental cash flow disclosure:
Income taxes paid (net of refunds)	$	12	$	10
Interest paid	7		27

The Notes to the Consolidated Interim Financial Statements are an integral part of this statement

GARRETT MOTION INC.

CONSOLIDATED INTERIM STATEMENTS OF EQUITY (DEFICIT)

(Unaudited)


	Common Stock		Treasury Stock			Additional Paid-in Capital			Retained Deficit		Accumulated Other Comprehensive Income / (Loss)		Total Deficit
		Shares (1)	Amount		Shares			Amount
		(in millions)
Balance at December 31, 2024		241	$	—	35	$	(306)		$	1,213	$	(1,653)	$	73	$	(673)
Net income		—	—		—	—			—		62		—		62
Share repurchases		—	—		3	(30)			—		—		—		(30)
Excise tax on share repurchases		—	—		—	—			—		—		—		—
Shares issued under stock plan, net of shares withheld for employee taxes		1	—		—	(3)			—		—		—		(3)
Other comprehensive loss, net of tax		—	—		—	—			—		—		(62)		(62)

Stock-based compensation		—	—		—	—			6		—		—		6
Balance at March 31, 2025		242	$	—	38	$	(339)		$	1,219	$	(1,591)	$	11	$	(700)




























	Common Stock		Treasury Stock			Additional Paid-in Capital			Retained Deficit		Accumulated Other Comprehensive (Loss) / Income		Total Deficit
		Shares (1)	Amount		Shares			Amount
		(in millions)
Balance at December 31, 2023		238	$	—	—	$	—		$	1,190	$	(1,922)	$	(3)	$	(735)
Net income		—	—		—	—			—		66		—		66
Share repurchases		—	—		12	(109)			—		—		—		(109)
Excise tax on share repurchases		—	—		—	(1)			—		—		—		(1)
Shares issued under stock plan, net of shares withheld for employee taxes		2	—		1	(5)			—		—		—		(5)
Other comprehensive income, net of tax		—	—		—	—			—		—		41		41
Stock-based compensation		—	—		—	—			8		—		—		8
Balance at March 31, 2024		240	$	—	13	$	(115)		$	1,198	$	(1,856)	$	38	$	(735)

1) Common shares issued less treasury shares equals common shares outstanding

The Notes to the Consolidated Interim Financial Statements are an integral part of this statement.

GARRETT MOTION INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

(Dollars in millions, except per share amounts)

Note 1. Background and Basis of Presentation

Background

Garrett Motion Inc. (the “Company” or “Garrett”) is a cutting-edge technology leader delivering differentiated solutions for emission reduction and energy efficiency. We design, manufacture, and sell highly engineered turbocharging, air and fluid compression, and high-speed electric motor technologies to original equipment manufacturers (“OEMs”) and distributors within the mobility and industrial space. We have significant expertise in delivering products at scale for internal combustion engines using gasoline, diesel, natural gas, and hydrogen, as well as for zero-emission technologies using hydrogen fuel cell systems, both for mobility and industrial use. As our customers continue to progress on electrification, we are applying our technological pillars to develop highly engineered E-Powertrain and E-Cooling compressor products to support their ambition. These products are key enablers for fuel economy, energy efficiency, thermal management, and compliance with emissions standards and overall greenhouse gas and other emission reduction targets.

Basis of Presentation

The accompanying unaudited Consolidated Interim Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements. The unaudited Consolidated Interim Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and accompanying notes for the year ended December 31, 2024 included in our Annual Report on Form 10-K, as filed with the SEC on February 20, 2025 (our “2024 Form 10-K”). The results of operations for the three months ended March 31, 2025 and cash flows for the three months ended March 31, 2025 should not necessarily be taken as indicative of the entire year. All amounts presented are in millions, except per share amounts.

We evaluate segment reporting in accordance with ASC 280, Segment Reporting. We concluded that Garrett operates in a single operating segment and a single reportable segment based on the operating results available and evaluated regularly by the chief operating decision maker (“CODM”), which is our Chief Executive Officer, to make decisions about resource allocation and performance assessment. The CODM makes operational performance assessments and resource allocation decisions on a consolidated basis, inclusive of all of the Company’s products across channels and geographies.

The preparation of the financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases these estimates on assumptions that it believes to be reasonable under the circumstances. Actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Note 2. Summary of Significant Accounting Policies

The accounting policies of the Company are set forth in Note 3 to the Consolidated Financial Statements for the year ended December 31, 2024 included in our 2024 Form 10-K.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update increase the transparency around income tax information through improvements to disclosures primarily related to the rate reconciliation and income taxes paid information. The Company adopted the new guidance prospectively as of January 1, 2025.

Accounting Standards Issued But Not Yet Adopted

In March 2024, the SEC adopted a final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, to enhance and standardize climate-related disclosures. The rule will require companies to disclose material Scope 1 and Scope 2 greenhouse gas emissions; climate-related risks, governance, and oversight; and the financial effects of severe weather events and other natural conditions. These disclosures are required to be phased in starting with annual reporting periods beginning in 2025; however, this rule has been stayed pending the outcome of legal challenges, and on March 27, 2025, the SEC withdrew its legal defense of the rule. The Company is currently evaluating the guidance to determine the impact of adoption on its disclosures in the event that the stay is lifted.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure of specified information about certain costs and expenses. The guidance is effective for fiscal years beginning after December 15, 2026 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the guidance to determine the impact on its disclosures.

There are no other recently issued, but not yet adopted, accounting pronouncements that are expected to have a material impact on the Company's Consolidated Interim Financial Statements and related disclosures.

Note 3. Revenue Recognition and Contracts with Customers

Disaggregated Revenue

For Net sales by region (determined based on country of shipment) and channel, refer to Note 21, Segments and Concentrations.

Contract Balances

The following table summarizes our contract assets and liabilities balances:


	2025		2024
	(Dollars in millions)
Contract assets—January 1	$	40	$	38
Contract assets—March 31	52		48
Change in contract assets—Increase/(Decrease)	$	12	$	10
Contract liabilities—January 1	$	(8)	$	(11)
Contract liabilities—March 31	(12)		(10)
Change in contract liabilities—Decrease/(Increase)	$	(4)	$	1

Note 4. Research, Development and Engineering

Garrett conducts research, development, and engineering (“RD&E”) activities, which consist primarily of the development of new products and product applications. RD&E costs are charged to expense as incurred unless the Company has a contractual guarantee for reimbursement from the customer. Customer reimbursements are netted against gross RD&E expenditures as they are considered a recovery of cost. Such costs are included in Cost of goods sold as follows:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Research and development costs		$	43	$	43
Engineering-related expenses, net of customer (reimbursements) (1)		(3)		1
		$	40	$	44

(1) Engineering-related expenses include customer reimbursements of $12 million and $8 million for the three months ended March 31, 2025 and 2024, respectively.

Certain engineering expenses related to long-term supply arrangements are capitalized when defined criteria, such as the existence of a contractual guarantee for reimbursement, are met. As of March 31, 2025 and December 31, 2024, $33 million and $29 million, respectively, of such contractually reimbursable costs were capitalized. These amounts are recorded within Other current assets in the Consolidated Interim Balance Sheet.

Note 5. Income Taxes


	Three Months Ended March 31,
		2025			2024
		(Dollars in millions)
Tax expense		$	23		$	15
Effective tax rate		27.1		%	18.5		%

The effective tax rates for the three months ended March 31, 2025 and 2024 were 27.1% and 18.5%, respectively. The change in the effective tax rate for the three months ended March 31, 2025 compared to the prior period is primarily related to higher U.S. taxes on international operations and reversal of tax reserves in 2024.

The effective tax rate for the three months ended March 31, 2025 was higher than the U.S. federal statutory rate of 21% primarily related to higher U.S. taxes on international operations and withholding taxes, partially offset by taxes on non-U.S. earnings and global research and development benefits.

Note 6. Accounts, Notes and Other Receivables—Net


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Trade receivables	$	583	$	521
Notes receivable	108		96
Other receivables	66		74
	757		691
Less—Allowance for expected credit losses	(5)		(4)
	$	752	$	687

Trade receivables include $52 million and $40 million of unbilled customer contract asset balances as of March 31, 2025 and December 31, 2024, respectively. These amounts are billed in accordance with the terms of customer contracts to which they relate. See Note 3, Revenue Recognition and Contracts with Customers.

Notes receivable is related to guaranteed bank notes without recourse that the Company receives in settlement of accounts receivables, primarily in the Asia Pacific region. See Note 7, Factoring and Notes Receivable.

Other receivables includes VAT receivables of $44 million and $50 million as of March 31, 2025 and December 31, 2024, respectively.

Note 7. Factoring and Notes Receivable

The Company enters into arrangements with financial institutions to sell eligible trade receivables. The receivables are sold without recourse and the Company accounts for these arrangements as true sales. The Company also receives guaranteed bank notes without recourse, in settlement of accounts receivables, primarily in the Asia Pacific region. The Company can hold the bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third-party financial institutions in exchange for cash. Bank notes sold to third-party financial institutions without recourse are likewise accounted for as true sales.


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Eligible receivables sold without recourse		$	152	$	163
Guaranteed bank notes sold without recourse		16		—

The expenses related to the sale of trade receivables and guaranteed bank notes are recognized within Other expense, net in the Consolidated Interim Statements of Operations, and were $1 million and immaterial for the three months ended March 31, 2025 and 2024, respectively.


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Receivables sold but not yet collected by the bank from the customer	$	6	$	6
Guaranteed bank notes sold but not yet collected by the bank from the customer	—		—

As of March 31, 2025 and December 31, 2024, the Company had no guaranteed bank notes pledged as collateral.

Note 8. Inventories—Net


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Raw materials	$	203	$	230
Work in process	23		18
Finished products	81		79
	307		327
Less—Reserves	(42)		(41)
	$	265	$	286

Note 9. Other Assets


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Advanced discounts to customers, non-current	$	26	$	29
Operating right-of-use assets (Note 13)	52		52
Income tax receivable	21		21
Pension and other employee related	24		23
Derivatives designated as net investment hedges (Note 16)	42		70
Designated and undesignated derivatives (Note 16)	3		20
Other	9		9
	$	177	$	224

Note 10. Supplier Financing

The Company has supplier financing arrangements with two third-party financial institutions under which certain suppliers may factor their receivables from Garrett. The Company also enters into arrangements with banking institutions to issue bankers acceptance drafts in settlement of accounts payables, primarily in the Asia Pacific region. The bankers acceptance drafts, or guaranteed bank notes, have a contractual maturity of six months or less, and may be held by suppliers until maturity, transferred to their suppliers, or discounted with financial institutions in exchange for cash. The supplier financing obligations and guaranteed bank notes outstanding are recorded within Accounts payable in our Consolidated Interim Balance Sheet.


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Supplier financing obligations outstanding with financial institutions	$	58	$	64
Guaranteed bank notes outstanding	140		141

Note 11. Accrued Liabilities


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Customer pricing reserve	$	82	$	77
Compensation, benefit and other employee related	63		74
Repositioning	16		12
Product warranties and performance guarantees - short-term (Note 19)	14		15
Income and other taxes	35		32

Customer advances and deferred income (1)	19		16
Accrued interest	29		14
Short-term lease liability (Note 13)	12		11
Accrued freight	10		9
Dividends declared	—		12
Designated and undesignated derivatives (Note 16)	12		8
Environmental reserve	5		6
Bank overdrafts (2)	17		—
Other (primarily operating expenses)	13		13
	327		299

(1)Customer advances and deferred income include $12 million and $8 million of contract liabilities as of March 31, 2025 and December 31, 2024, respectively. See Note 3, Revenue Recognition and Contracts with Customers.

(2)The Company classifies bank overdrafts as accrued liabilities. Bank overdrafts are generally cash pooling and other intercompany financing arrangements where the legal right to offset does not exist. Bank overdrafts are considered short-term financing with changes in the related balance reflected in financing activities in the Interim Consolidated Statements of Cash Flows.

The Company accrues repositioning costs related to projects to optimize its product costs and right-size our organizational structure. Expenses related to the repositioning accruals are included in Cost of goods sold and Selling, general and administrative expenses in our Consolidated Interim Statements of Operations.

The following tables summarize the activity in our repositioning accrual:


	Severance Costs		Other Costs		Total
	(Dollars in millions)
Balance at December 31, 2024	$	12	$	—	$	12
Charges	7		—		7
Usage—cash	(3)		—		(3)

Balance at March 31, 2025	$	16	$	—	$	16


	Severance Costs		Other Costs		Total
	(Dollars in millions)
Balance at December 31, 2023	$	9	$	—	$	9
Charges	11		—		11
Usage—cash	(9)		—		(9)

Balance at March 31, 2024	$	11	$	—	$	11

Note 12. Other Liabilities


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Income taxes	$	84	$	79
Designated and undesignated derivatives (Note 16)	32		3
Pension and other employee related	18		18
Long-term lease liability (Note 13)	41		42
Advanced discounts from suppliers	2		2
Product warranties and performance guarantees – long-term (Note 19)	8		8
Environmental remediation – long term	11		10
Long-term accounts payable	3		5
Asset retirement obligation	8		8
Other	7		7
	214		182

Note 13. Leases

We have operating leases that primarily consist of real estate, machinery, and equipment. As of March 31, 2025, the Company does not have any material finance leases. Our leases have remaining lease terms of up to 13 years, some of which include options to extend the leases for up to two years, and some of which include options to terminate the leases within the year.

The components of lease expense are as follows:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Operating lease cost		$	4	$	3

Supplemental cash flow information related to operating leases is as follows:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases		$	4	$	3
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		2		6

Supplemental balance sheet information related to operating leases is as follows:


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Other assets	$	52	$	52
Accrued liabilities	12		11
Other liabilities	41		42


	March 31, 2025		December 31, 2024
Weighted-average remaining lease term (in years)	6.76		6.89
Weighted-average discount rate	6.69	%	6.71	%

Maturities of operating lease liabilities as of March 31, 2025 were as follows:


	(Dollars in millions)
2025	$	12
2026	13
2027	11
2028	7
2029	4
Thereafter	17
Total lease payments	64
Less imputed interest	(11)
	$	53

Note 14. Long-Term Debt and Credit Agreements

Senior Notes

On May 21, 2024, Garrett Motion Holdings Inc. and Garrett LX I S.à.r.l. (the "Issuers"), wholly owned subsidiaries of the Company, completed an offering of $800 million in aggregate principal amount of 7.75% Senior Unsecured Notes due

2032 (the "2032 Senior Notes"). The 2032 Senior Notes mature on May 31, 2032. The Company incurred $12 million of debt issuance costs, which have been capitalized and will be amortized on a straight-line basis.

The 2032 Senior Notes are guaranteed by the Company and each of the Company's wholly owned subsidiaries that guarantee obligations under the Credit Agreement (as defined below), subject to certain exceptions. The proceeds from the sale of the 2032 Senior Notes, together with cash on hand, were used to repay approximately $800 million of term loan indebtedness and to pay related fees and expenses. The 2032 Senior Notes bear interest at a rate of 7.75% per annum. Interest on the 2032 Senior Notes is payable semi-annually in arrears on May 31 and November 30 of each year, commencing on November 30, 2024.

The 2032 Senior Notes indenture contains certain covenants that limit the ability of the Company and its restricted subsidiaries to incur certain additional debt, incur certain liens securing debt, pay certain dividends or make other restricted payments, make certain investments, make certain asset sales, and enter into certain transactions with affiliates. These covenants are subject to a number of exceptions, limitations, and qualifications as set forth in the 2032 Senior Notes indenture. Additionally, the indenture contains certain change of control provisions that, under certain conditions, would require the Company to make an offer to repurchase all of the outstanding 2032 Senior Notes at a price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest. The indenture also contains customary events of default.

Credit Facilities

On January 30, 2025, the Company entered into that certain Restatement Agreement (the "Restatement Agreement"), which amends and restates that certain Credit Agreement, dated as of April 30, 2021 (as amended from time to time, the "Existing Credit Agreement" and as amended and restated by the Restatement Agreement, the "Credit Agreement"), by and among the Company, Garrett Motion Holdings Inc., Garrett Motion Sàrl and Garrett LX I S.à.r.l., as borrowers (the "Borrowers"), the lenders and issuing banks part thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent. Under the Restatement Agreement, the Company refinanced in full its $692 million U.S. Dollar term loan facility (the "2021 Dollar Term Facility") under the Existing Credit Agreement with a new $692 million term loan (the "2025 Dollar Term Facility") in an aggregate principal amount of $692 million. The 2025 Dollar Term Facility will mature on January 30, 2032, and bear interest at a rate equal to, at the Company's option, the Adjusted Term SOFR Rate (as defined in the Restatement Agreement) plus 2.25% per annum in the case of Term Benchmark Loans (as defined in the Restatement Agreement) and the Alternate Base Rate (as defined in the Restatement Agreement) plus 1.25% per annum in the case of ABR Loans (as defined in the Restatement Agreement).

Also on January 30, 2025, pursuant to the Restatement Agreement, the Company replaced its existing $600 million revolving commitments under the Existing Credit Agreement with new revolving commitments under the Credit Agreement in an aggregate principal amount of $630 million (the "New Revolving Facility" and, together with the New Term Loans, the "Credit Facilities"). The maturity date of the New Revolving Facility is January 30, 2030. The New Revolving Facility, when drawn, will bear interest at a rate equal to the applicable benchmark plus an applicable margin that varies based on the Company's leverage ratio. The applicable margin for revolving borrowings ranges from 2.25% to 1.75% per annum in the case of Term Benchmark Loans and 1.25% to 0.75% per annum in the case of ABR Loans. In addition to paying interest on outstanding borrowings under the New Revolving Facility, the Company must also pay a quarterly commitment fee based on the average daily unused portion of the New Revolving Facility during such quarter, which is determined by its leverage ratio and ranges from 0.25% to 0.50% per annum.

The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type. The Credit Agreement also contains certain customary events of default. The New Revolving Facility is subject to a financial covenant requiring the maintenance of a consolidated total leverage ratio of not greater than 4.7 to 1.00 as of the end of each fiscal quarter if, on the last day of any such fiscal quarter, the aggregate amount of loans and letters of credit (excluding backstopped or cash collateralized letters of credit and other letters of credit with an aggregate face amount not exceeding $30 million) outstanding under the New Revolving Facility exceeds 35% of the aggregate commitments in effect thereunder on such date. The Credit Facilities are secured on a first-priority basis by: (1) a perfected security interest in the equity interests of each direct material subsidiary of each guarantor under the Credit Facilities and (ii) perfected security interests in, and mortgages on, substantially all tangible and intangible personal property and material real property of each of the guarantors under the Credit Facilities, subject, in each case, to certain exceptions and limitations, including the agreed guaranty and security principles.

As of March 31, 2025, the Company was in compliance with all covenants under the 2032 Senior Notes indenture and Credit Agreement.

The principal outstanding and carrying amounts of our long-term debt as of March 31, 2025 and December 31, 2024 are as follows:


	Due	Interest Rate	March 31, 2025		December 31, 2024
2021 Dollar Term Facility	4/30/2028	SOFR plus 275 bps	$	—	$	692
2025 Dollar Term Facility	1/30/2032	SOFR plus 225 bps	692		—


2032 Senior Notes	5/31/2032	7.75%	800		800
Other			2		1
Total principal outstanding			1,494		1,493
Less: unamortized deferred financing costs			(25)		(22)
Less: current portion of long-term debt			(7)		(7)
Total long-term debt			$	1,462	$	1,464

Separate from the Revolving Facility, the Company has a bilateral letter of credit facility with outstanding letters of credit in the amount of $9 million and $8 million at March 31, 2025 and December 31, 2024, respectively. The letters of credit typically support customs arrangements and other obligations at our local affiliates.

Minimum scheduled principal repayments of long-term debt as of March 31, 2025 are as follow:


	March 31, 2025
	(Dollars in millions)
2025	$	5
2026	7
2027	7
2028	9
2029	7
Thereafter	1,459
Total debt payments	$	1,494

Note 15. Equity

Common Stock

On December 5, 2024, the Board of Directors declared a cash dividend of $0.06 per share of Common Stock, payable on January 31, 2025, to shareholders of record as of January 15, 2025. The total amount of dividends paid on January 31, 2025 amounted to $12 million.

Treasury Stock

Treasury stock represents shares of the Company's Common Stock that have been issued and subsequently repurchased by the Company or withheld to satisfy withholding tax obligations in connection with the vesting of equity awards, and that have not been retired or cancelled. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of Equity (Deficit) on the Consolidated Interim Balance Sheet. The Company accounts for the reissuance of treasury stock using the average cost method. The Company did not reissue or retire any shares of treasury stock during the three months ended March 31, 2025.

Share Repurchase Program

On December 4, 2024, the Board of Directors authorized a $250 million share repurchase program valid January 1, 2025 until December 31, 2025. The Company may repurchase shares from time to time under the program through various

methods, including in open market transactions, block trades, privately negotiated transactions, and otherwise. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors. The Company is not obligated to purchase any shares under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. During the three months ended March 31, 2025, the Company repurchased $30 million of Common Stock, and had $220 million remaining under the share repurchase program as of that date. The repurchased shares are held as treasury stock.

Note 16. Financial Instruments and Fair Value Measures

Our credit, market, and foreign currency risk management policies are described in Note 19, Financial Instruments and Fair Value Measures, to the Consolidated Financial Statements for the year ended December 31, 2024 included in our 2024 Form 10-K. As of March 31, 2025 and December 31, 2024, we had contracts with aggregate gross notional amounts of $1,003 million and $928 million, respectively, to hedge foreign currencies, principally the U.S. Dollar, Swiss Franc, British Pound, Euro, Chinese Yuan, Japanese Yen, Mexican Peso, New Romanian Leu, Czech Koruna, Australian Dollar, and Korean Won.

Fair Value of Financial Instruments

The FASB’s accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:


					Fair Value
	Notional Amounts				Assets					Liabilities
	March 31, 2025		December 31, 2024		March 31, 2025		December 31, 2024			March 31, 2025		December 31, 2024
Designated instruments:
Designated forward currency exchange contracts	$	540	$	331	$	7	$	4	(a)	$	8	$	6	(c)
Designated cross-currency swaps	2,190		1,515		45		82		(b)	20		—		(d)
Designated interest-rate swaps	675		—		—		—			12		—
Total designated instruments	3,405		1,846		52		86			40		6
Undesignated instruments:
Undesignated interest rate swaps	—		470		—		9		(b)	—		3		(d)
Undesignated forward currency exchange contracts	463		597		1		9		(a)	4		2		(c)
Total undesignated instruments	463		1,067		1		18			4		5
Total designated and undesignated instruments	$	3,868	$	2,913	$	53	$	104		$	44	$	11

(a) Recorded within Other current assets

(b) Recorded within Other assets

(d) Recorded within Other liabilities

Cash Flow Hedges

During 2023, the Company entered into float-to-fixed interest rate swap contracts with an aggregate notional amount of $200 million and maturities in July 2024 and October 2024. The Company also entered into a float-to-fixed cross-currency swap contract comprised of an amortizing swap with an aggregate notional amount of €280 million ($300 million) and notional exchanges in June 2026, June 2027, and June 2028. The interest rate swap and cross-currency swap contracts were early settled in the second quarter of 2024.

During 2025, the Company entered into float-to-fixed interest rate swap contracts with an aggregate notional amount of $675 million and maturities in January 2027, January 2028, January 2029, January 2030 and January 2031. Changes in the fair value of the interest rate swap contracts are recorded in Accumulated Other Comprehensive Income ("AOCI") and will be reclassified to Interest expense in the Consolidated Interim Statement of Operations upon maturity.

The Company also has outstanding forward currency exchange contracts with maturities up to 18 months and an aggregate notional amount of $540 million and $331 million as of March 31, 2025 and December 31, 2024, respectively. These forward currency exchange contracts have been designated as cash flow hedges to mitigate foreign currency exposures primarily on our inventory purchases and manufacturing costs. The gains and losses on the forward currency exchange contracts are recorded in AOCI and reclassified to Cost of goods sold in the Consolidated Interim Statement of Operations when the underlying transactions are recognized in earnings.

In order to mitigate foreign currency risk on its 2032 Senior Notes, the Company entered into fixed-to-fixed cross-currency swap contracts with an aggregate notional amount of €507 million ($550 million) and notional exchanges occurring in May 2027, May 2028, May 2029, and May 2030. Changes in the fair value of the cross-currency swap contracts are recognized in AOCI and reclassified to Non-operating (income) expense in the Consolidated Interim Statement of Operations, based upon changes in the spot rate remeasurement of the underlying debt. The net interest settlements on the cross-currency swap contracts are recorded in Interest expense in the Consolidated Interim Statements of Operations.

All of the Company's cash flow hedges are assessed as highly effective.

Net Investment Hedges

The Company has designated cross-currency swaps with aggregate notional amounts of €1,508 million ($1,640 million) and €858 million ($965 million) as of March 31, 2025 and December 31, 2024, respectively, as net investment hedges of its Euro-denominated operations. Changes in the fair value of the net investment hedges are recorded in AOCI until the net investment is liquidated or sold. The fair values of the net investment hedges were net assets of $22 million and $70 million as of March 31, 2025 and December 31, 2024, respectively. No ineffectiveness has been recorded on the net investment hedges.

Non-Designated Derivatives

As of December 31, 2024, the Company had outstanding float-to-fixed interest rate swap contracts with an aggregate notional amount of €450 million ($470 million) and maturities of April 2025, April 2026, April 2027, and April 2028. Changes in the fair value of the undesignated interest rate swap contracts are recorded in Interest expense in the Consolidated Interim Statements of Operations. These interest rate swap contracts were early settled in 2025.

The Company also has outstanding forward currency exchange contracts with maturities generally up to 3 months and an aggregate notional amount of $463 million and $597 million as of March 31, 2025 and December 31, 2024, respectively. Changes in the fair value of the forward currency exchange contracts are recorded in Non-operating (income) expense in the Consolidated Interim Statements of Operations.

Effect of Derivatives on the Statements of Operations and Statements of Comprehensive Income (Loss)

The following tables present the pretax impact that changes in the fair values of derivatives designated as cash flow hedges and net investment hedges had on OCI, AOCI and earnings:


	Three Months Ended March 31, 2025
(Dollars in millions)	Cost of goods sold		Interest expense		Non-operating income		Other comprehensive income (loss)
Cash flow hedges
Gain (loss) recognized in other comprehensive income	$	—	$	—	$	—	$	17
Gain (loss) reclassified from AOCI to income	—		—		19		—
Net investment hedges
Gain (loss) recognized in other comprehensive income	—		—		—		(44)


	Three Months Ended March 31, 2024
(Dollars in millions)	Cost of goods sold		Interest expense		Non-operating income		Other comprehensive income (loss)
Cash flow hedges
Gain (loss) recognized in other comprehensive income	$	—	$	—	$	—	$	16
Gain (loss) reclassified from AOCI to income	2		2		7		—
Net investment hedges
Gain (loss) recognized in other comprehensive income	—		—		—		23

The following table summarizes the pretax gain (loss) that changes in the fair values of derivatives not designated as hedging instruments had on earnings:


		Three Months Ended March 31,
			2025		2024
Contract Type	Location		(Dollars in millions)
Interest rate swaps	Interest expense		$	—	$	—
Forward currency exchange contracts	Non-operating income		(10)		11

Fair Value Measurement

The foreign currency exchange, interest rate swap and cross-currency swap contracts are valued using market observable inputs. As such, these derivative instruments are classified within Level 2. The assumptions used in measuring the fair value of the cross-currency swap are considered Level 2 inputs, which are based upon market-observable interest rate curves, cross-currency basis curves, credit default swap curves, and foreign exchange rates.

The carrying value of Cash, cash equivalents, and restricted cash, Account receivables and Notes and Other receivables contained in the Consolidated Interim Balance Sheet approximates fair value.

The following table sets forth the Company’s financial assets and liabilities that were not carried at fair value:


	March 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(Dollars in millions)
Term Loan Facilities	$	678	$	685	$	680	$	693
2032 Senior Notes	790		792		790		810

The Company determined the fair value of its Term Loan Facilities and related current maturities utilizing transactions in the listed markets for similar liabilities. As such, the fair value of the Term Loan Facilities and related current maturities is considered Level 2. The fair value of the 2032 Senior Notes was determined using quoted prices from exchange traded markets and is classified as a Level 1 measurement.

Note 17. Accumulated Other Comprehensive Income

The changes in AOCI by component are set forth below:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Foreign Exchange Translation Adjustment
Balance at beginning of period		$	(27)	$	(57)
Other comprehensive (loss) income before reclassifications		(29)		18
Income tax benefit (expense) associated with comprehensive income (loss) before reclassifications		—		—

Balance at end of period		(56)		(39)

Pension Adjustments
Balance at beginning of period		(15)		(20)
Other comprehensive income (loss) before reclassifications		—		1
Income tax benefit (expense) associated with comprehensive income (loss) before reclassifications		—		—

Balance at end of period		(15)		(19)

Changes in Fair Value of Effective Cash Flow Hedges
Balance at beginning of period		(10)		(2)
Other comprehensive (loss) income before reclassifications		17		16
Income tax benefit (expense) associated with comprehensive income (loss) before reclassifications		2		(4)
Amounts reclassified from AOCI		(19)		(11)
Income taxes associated with reclassifications from AOCI		2		2
Balance at end of period		(8)		1

Changes in Fair Value of Net Investment Hedges
Balance at beginning of period		125		76
Other comprehensive (loss) income before reclassifications		(44)		23
Income tax benefit (expense) associated with comprehensive income (loss) before reclassifications		9		(4)

Balance at end of period		90		95

Accumulated other comprehensive income, end of period		$	11	$	38

Reclassifications from AOCI to income were as follows:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)




Changes in Fair Value of Effective Cash Flow Hedges
Reclassification forward currency exchange contracts to Cost of goods sold		$	—	$	(2)
Reclassification cross-currency swaps to Interest expense		—		(2)
Reclassification cross-currency swaps to Non-operating (income) expense		(19)		(7)
Tax effect on reclassification to income		2		2
Amounts reclassified from AOCI, net		(17)		(9)

Total reclassifications for the period		$	(17)	$	(9)

Note 18. Earnings Per Share

Basic earnings per share ("EPS") is computed using the weighted-average number of common shares outstanding during the period.

Diluted earnings per share is calculated based on the weighted-average number of common shares outstanding for the period plus the dilutive effect of common stock equivalents using the treasury stock method.

The details of the EPS calculations for the three months ended March 31, 2025 and 2024 are as follows:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions except per share)
Basic earnings per share:
Net income		$	62	$	66





Weighted average common shares outstanding - Basic		205,113,600		236,664,129
EPS – Basic		$	0.30	$	0.28

Diluted earnings per share:

Weighted average common shares outstanding - Basic		205,113,600		236,664,129
Dilutive effect of unvested RSUs and other contingently issuable shares		2,457,411		2,327,757

Weighted average common shares outstanding – Diluted		207,571,011		238,991,886
EPS – Diluted		$	0.30	$	0.28

Note 19. Commitments and Contingencies

We are involved in various lawsuits, claims, and proceedings incident to the operation of our businesses, including those pertaining to product liability, product safety, environmental, health and safety, intellectual property, employment, commercial and contractual matters and various other matters. We regularly assess the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses based on a careful analysis of each matter. We identify below the individual proceedings where we believe a material loss is reasonably possible or probable, and we accrue for matters when we believe that losses are probable and the amount of the potential loss is reasonably estimable. It is inherently difficult to determine whether a loss is probable or reasonably possible or to estimate the size or range of any potential loss. Accordingly, while we believe that appropriate accruals have been established for losses that are probable and can be reasonably estimated, it is possible that adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our financial position, results of operations or cash flows.

Brazilian Tax Matter

In September 2020, the Brazilian tax authorities issued an infraction notice against Garrett Motion Industria Automotiva Brasil Ltda, challenging the use of certain tax credits between January 2017 and February 2020. The estimated total amount of the loss contingency arising from this matter as of March 31, 2025 was $23 million, including penalties and interest. The Company believes, based on management’s assessment and the advice of external legal counsel, that it has meritorious arguments in connection with the infraction notice and any liability for the infraction notice is currently not probable. Accordingly, no accrual is required at this time.

Warranties and Guarantees

In the normal course of business, we issue product warranties and product performance guarantees. We accrue for the estimated cost of product warranties and performance guarantees based on contract terms and historical experience at the time of sale to the customer. Adjustments to initial obligations for warranties and guarantees are made as changes to the obligations become reasonably estimable. Product warranties and product performance guarantees are included in Accrued liabilities and Other liabilities. The following table summarizes information concerning our recorded obligations for product warranties and product performance guarantees.


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Warranty and product performance guarantees at beginning of period		$	23	$	27
Accruals for warranties/guarantees issued during the period		2		3
Settlement of warranty/guarantee claims		(3)		(3)

Foreign currency translation		—		(1)
Warranty and product performance guarantees at end of period		$	22	$	26

Other Commitments and Contingencies

We are subject to other lawsuits, investigations, and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurring and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.

Note 20. Pension Benefits

We sponsor several funded U.S. and non-U.S. defined benefit pension plans. Significant plans outside the U.S. are in Switzerland and Ireland. Other pension plans outside the U.S. are not material to the Company, either individually or in the aggregate.

Our general funding policy for qualified defined benefit pension plans is to contribute amounts at least sufficient to satisfy regulatory funding standards. We are not required to make any contributions to our U.S. pension plan in 2025. We expect to make contributions of cash and/or marketable securities of approximately $5 million to our non-U.S. pension plans to satisfy regulatory funding standards in 2025, of which less than $1 million has been contributed as of March 31, 2025.

Net periodic benefit costs for our significant defined benefit plans include the following components:


	Three Months Ended March 31,
		U.S. Plans	Non-U.S. Plan
			2025		2024		2025		2024
			(Dollars in millions)
Service cost			$	—	$	—	$	2	$	2
Interest cost			2		2		1		1
Expected return on plan assets			(2)		(2)		(2)		(2)
Amortization of prior service (credit)			—		—		—		—
Total			$	—	$	—	$	1	$	1

For both our U.S. and non-U.S. defined benefit pension plans, we estimate the service and interest cost components of net periodic benefit (income) cost by utilizing a full yield curve approach in the estimation of these cost components by applying the specific spot rates along the yield curve used in the determination of the pension benefit obligation to their underlying projected cash flows. This approach provides a more precise measurement of service and interest costs by improving the correlation between projected cash flows and their corresponding spot rates.

Note 21. Segments and Concentrations

The Company has identified our CODM as the Chief Executive Officer. The CODM reviews consolidated net income when assessing the Company's performance, allocating resources, and establishing management's compensation. In addition to consolidated net income, the CODM receives discrete information for net sales by product and by geographical location. Consolidated net income is used to monitor budget versus actual results.

The accounting policies of our operating segment are the same as those described in the Company's summary of significant accounting policies.

The Company derives revenues from customers through sales of air and fluid compression and high-speed electric motor technologies for OEMs and distributors within the mobility and industrial space. In addition to consolidated net income, the CODM regularly reviews sales by region and product line.

Sales concentration - Net sales by region (determined based on country of shipment) and product line are as follows:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
United States		$	176	$	178
Europe
Germany		89		91

Rest of Europe		336		378
Asia
China		153		158
Rest of Asia		104		94
Other International		20		16
		$	878	$	915


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Diesel		$	208	$	241
Gas		403		388
Commercial Vehicle		155		161
Aftermarket		98		112
Other		14		13
		$	878	$	915

The table below provides segment information about the Company:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Net sales		$	878	$	915
Less:
Material costs		501		537
Variable manufacturing costs (1)		99		96
Fixed manufacturing costs (2)		59		65
Research, development and engineering costs		40		44
Selling, general and administrative costs		59		64
Interest expense		29		31
Income tax expense		23		15
Other segment items (3)		7		(3)
Consolidated net income		$	62	$	66

(1) Variable manufacturing costs include freight, duties, direct and indirect labor costs, repairs and maintenance, repositioning costs and variable overhead costs.

(2) Fixed manufacturing costs include depreciation and amortization, rent, overhead labor costs, utilities and other fixed costs.

(3) Other segment items consist of non-service components of net periodic pension expense, interest income, equity income and other non-operating income items (if any).

The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company had capital expenditures of $26 million and $32 million for the three months ended March 31, 2025 and 2024, respectively.

Note 22. Subsequent Events

On May 1, 2025, the Board of Directors declared a cash dividend of $0.06 per share of Common Stock, payable on June 16, 2025, to shareholders of record as of June 2, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations, which we refer to as our “MD&A,” should be read in conjunction with our Consolidated Interim Financial Statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q as well as the audited annual Consolidated Financial Statements for the year ended December 31, 2024, included in our 2024 Form 10-K. Some of the information contained in this MD&A or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve various risks and uncertainties. Please refer to the "Special Note Regarding Forward-Looking Statements" below.

The following MD&A is intended to help you understand the results of operations and financial condition of Garrett Motion Inc. for the three months ended March 31, 2025.

Executive Summary

During the first quarter of 2025, we faced significant geopolitical and macro-environmental challenges, including declines in light vehicle diesel volumes, particularly in Europe, and decreased demand for replacement parts in North America. These challenges were partially offset by growth in light vehicle gasoline volumes, primarily driven by new program launches in North America and volume recovery in Japan. Our operating margin performance was robust, largely due to the sustainable fixed and variable cost measures implemented in 2024.

We continue to strengthen our global leadership position in turbo, winning business across all regions and verticals, including plug-in hybrids and range extended vehicles, as well as natural gas applications for heavy trucks. We also secured new awards for our largest turbos used on industrial applications, significantly expanding our presence in Asia in that segment. On the zero-emission differentiated solutions side we are building positive momentum, having reached a major milestone by receiving our first series production award for our high-speed electric motor for an on-highway application. Additionally, we received another award for our Fuel Compressor technology and positive testing feedback on the application of our E-Cooling Compressor, laying the foundation for future business growth.

On January 30, 2025, we entered into a Restatement Agreement, which amended and restated our Existing Credit Agreement. Under the Restatement Agreement, we refinanced in full our 2021 Dollar Term Facility and replaced it with the 2025 Dollar Term Facility in an aggregate principal amount of $692 million. The 2025 Dollar Term Facility will mature on January 30, 2032. At the same time, we also replaced our existing $600 million revolving facility with the New Revolving Facility in an aggregate principal amount of $630 million. The maturity date of the New Revolving Facility is January 30, 2030.

For the three months ended March 31, 2025, we repurchased $30 million of Common Stock under our share repurchase program. As of March 31, 2025, we had $220 million of the authorized amount remaining under our share repurchase program.

Disaggregated Revenue

The following tables show our revenues by geographic region and product line for the three months ended March 31, 2025 and 2024, respectively.

By Region


	Three Months Ended March 31,
		2025	2024
			(Dollars in millions)
United States			$	176	20%	$	178	19%
Europe			425		49%	469		51%
Asia			257		29%	252		28%
Other			20		2%	16		2%
Total			$	878		$	915

By Product Line


	Three Months Ended March 31,
		2025	2024
			(Dollars in millions)
Diesel			$	208	24%	$	241	26%
Gas			403		46%	388		42%
Commercial Vehicle			155		18%	161		18%
Aftermarket			98		11%	112		12%
Other			14		1%	13		2%
Total			$	878		$	915

Results of Operations for the Three Months Ended March 31, 2025

Net Sales


	Three Months Ended March 31,
		2025			2024
		(Dollars in millions)
Net sales		$	878		$	915
% change compared with prior period		(4.0)		%

For the three months ended March 31, 2025, net sales compared to the prior period decreased by $37 million or 4% (including an unfavorable impact of $21 million or 2% due to foreign currency translation), primarily driven by lower Euro-to-US dollar exchange rates, soft demand in diesel and commercial vehicle applications, and lower demand for replacement parts on aftermarket sales. These decreases were partially offset by increased demand in gasoline products.

Gasoline product sales increased by $15 million or 4% (including an unfavorable impact of $10 million or 2% due to foreign currency translation), primarily driven by new application launches and program ramp-ups in North America, program launches in India, and recovery in Japan from prior year volume softness.

Diesel product sales decreased by $33 million or 14% (including an unfavorable impact of $6 million or 3% due to foreign currency translation), primarily driven by passenger vehicles in Europe transitioning to gasoline hybrids, partially offset by sustained demand for pickup trucks in South America.

Commercial vehicle sales decreased by $6 million or 4% (including an unfavorable impact of $3 million or 2% due to foreign currency translation), primarily driven by volume softness in China and Europe, partially offset by off-highway product launches in India.

Aftermarket sales decreased by $14 million or 13% (including an unfavorable impact of $2 million or 3% due to foreign currency translation), primarily due to softer demand in North America for off-highway and lower demand in the North America independent aftermarket.

Cost of Goods Sold and Gross Profit


	Three Months Ended March 31,
		2025			2024
		(Dollars in millions)
Cost of goods sold		$	699		$	743
% change compared with prior period		(5.9)		%
Gross profit percentage		20.4		%	18.8		%


	Cost of Goods Sold		Gross Profit
	(Dollars in millions)
Cost of Goods Sold / Gross Profit for the three months ended March 31, 2024	$	743	$	172
Increase/(decrease) due to:
Volume	(15)		(7)
Product mix	6		(7)
Price, net of inflation pass-through	—		4
Commodity, transportation & energy inflation	(9)		9
Productivity, net	(16)		16
Enacted import tariffs	4		—
Research & development	—		—
Foreign exchange rate impacts	(14)		(8)
Cost of Goods Sold / Gross Profit for the three months ended March 31, 2025	$	699	$	179

For the three months ended March 31, 2025, cost of goods sold decreased by $44 million, primarily driven by $15 million of lower sales volumes, $9 million of commodity, transportation and energy deflation, $14 million from foreign currency impacts, and $16 million of productivity net of labor inflation. These decreases were partially offset by $6 million of higher cost of goods sold due to unfavorable product mix and $4 million from the impact of enacted import tariffs.

For the three months ended March 31, 2025, gross profit increased by $7 million, primarily driven by $16 million of productivity, net of labor inflation, $9 million of commodity, transportation and energy deflation, and $4 million of pricing, net of inflation pass-through. These increases were partially offset by $7 million from lower sales volumes, $7 million from unfavorable product mix, and $8 million from foreign currency impacts. There was no impact to gross profit from enacted import tariffs as we managed to fully pass through the costs of the tariffs.

Selling, General and Administrative Expenses


	Three Months Ended March 31,
		2025			2024
		(Dollars in millions)
Selling, general and administrative expense		$	59		$	64
% of sales		6.7		%	7.0		%

Selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2025, decreased by $5 million compared with the prior period, mainly driven by $2 million of lower stock-based compensation expense, $2 million of favorable foreign exchange impacts, and $1 million of lower personnel related costs.

Other Expense, Net


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Other expense, net		$	7	$	1

Other expense, net for the three months ended March 31, 2025 increased by $6 million compared to the prior period, primarily driven by debt financing costs related to the Restatement Agreement.

Interest Expense


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Interest expense		$	29	$	31

For the three months ended March 31, 2025, interest expense decreased by $2 million compared to the prior period, primarily driven by $10 million of lower interest expense due to a different notional amount of debt outstanding during the period and $1 million of lower debt issuance cost amortization. In addition, we recorded $6 million of gains on our interest derivatives in the current year, in comparison to $8 million of gains in the prior year. We also recognized $6 million of marked-to-market remeasurement losses during the three months ended March 31, 2025, on our undesignated interest rate swap contracts, in comparison to no marked-to-market remeasurement losses in the prior year.

Non-operating income, net


	Three Months Ended March 31,
		2025			2024
			(Dollars in millions)
Non-operating income, net			$	(1)		$	(5)

For the three months ended March 31, 2025, we had non-operating income of $1 million versus $5 million in the prior period. The decrease in non-operating income was primarily driven by lower equity income due to the prior year sale of an equity interest in an unconsolidated joint venture and a decrease in foreign exchange transactional gains.

Tax Expense


	Three Months Ended March 31,
		2025			2024
		(Dollars in millions)
Tax expense		$	23		$	15
Effective tax rate		27.1		%	18.5		%

The effective tax rates for the three months ended March 31, 2025 and 2024 were 27.1% and 18.5%, respectively. The change in the effective tax rate for the three months ended March 31, 2025, compared to the prior period is primarily related to higher U.S. taxes on international operations and reversal of tax reserves in 2024.

The Organization for Economic Cooperation and Development reached agreement among over 140 countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two. Many countries we operate in continue to announce changes in their tax laws and regulations based on the Pillar Two framework. While we continue to evaluate the impact of these legislative changes as additional guidance becomes available, uncertainty remains regarding the timing and interpretation by tax authorities in affected jurisdictions. For 2025, Pillar Two is not expected to have a material impact to our effective tax rate. However, further enactment of legislation by jurisdictions in which we do business could have an impact on our future effective tax rate, tax liabilities, and cash tax.

The effective tax rate can vary from quarter to quarter due to changes in the Company’s global mix of earnings, the resolution of income tax audits, changes in tax laws (including updated guidance on U.S. tax reform), deductions related to employee share-based payments, internal restructurings, and pension mark-to-market adjustments.

Net Income


	Three Months Ended March 31,
		2025			2024
		(Dollars in millions)
Net income		$	62		$	66
Net income margin		7.1		%	7.2		%

Net income for the three months ended March 31, 2025, decreased by $4 million compared with the prior period, primarily due to $8 million of higher tax expense, $6 million of higher other expense, net, and a $4 million decrease in non-operating income. These increases were partially offset by $7 million of increased gross profit and $5 million of lower SG&A expense.

Non-GAAP Measures

It is management’s intent to provide non-GAAP financial information to supplement the understanding of our business operations and performance, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the most directly comparable GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be comparable to other similarly titled measures used by other companies. Additionally, the non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, an analysis of the Company’s operating results as reported under GAAP.

EBIT and Adjusted EBIT

In 2025, we revised our non-GAAP reporting metric, transitioning from Adjusted EBITDA to Adjusted EBIT. This change is intended to better reflect our core operating performance and align with industry practices. We believe this change will provide investors with a clearer understanding of our ongoing operational performance.

We define “EBIT” as our net income calculated in accordance with U.S. GAAP, plus the sum of (i) interest expense net of interest income and (ii) tax expense. We define “Adjusted EBIT” as EBIT, plus the sum of (i) repositioning costs, (ii) foreign exchange (gain) loss on debt net of related hedging (gains) losses, (iii) discounting costs on factoring, (iv) gain on sale of equity investment, (v) acquisition and divestiture expenses, (vi) other non-operating income, (vii) capital structure transformation expenses, (viii) debt refinancing and redemption costs, and (ix) loss on extinguishment of debt, if any. We believe that EBIT and Adjusted EBIT are important indicators of operating performance and provide useful information for investors because:

•EBIT and Adjusted EBIT exclude the effects of income taxes, as well as the effects of financing activities by eliminating the effects of interest and therefore more closely measure our operational performance; and

•certain adjustment items, while periodically affecting our results, may vary significantly from period to period and could therefore have a disproportionate effect in a given period, affecting the comparability of our results.

The following table reconciles Net income under GAAP to Adjusted EBIT:


	Three Months Ended March 31,
		2025		2024
		(Dollars in millions)
Net income		$	62	$	66
Interest expense, net of interest income (1)		29		29
Tax expense		23		15
EBIT		114		110
Repositioning costs (2)		7		11
Foreign exchange gain on debt, net of related hedging loss		1		—

Factoring and notes receivables discount fees		1		1

Other non-operating income (3)		(1)		(1)


Debt refinancing and redemption costs (4)		6		—
Acquisition and divestiture expenses		3		—
Adjusted EBIT		$	131	$	121

(1)Reflects interest income of $0 million and $2 million for the three months ended March 31, 2025 and 2024, respectively.

(2)Repositioning costs includes severance costs related to restructuring projects to improve future productivity.

(3)Reflects the non-service component of net periodic pension income.

(4)Reflects the third-party costs directly attributable to the Restatement Agreement.

Adjusted EBIT for the Three Months Ended March 31, 2025

For the three months ended March 31, 2025, net income decreased by $4 million versus the prior period as discussed above within Results of Operations for Three Months Ended March 31, 2025.

Adjusted EBIT increased by $10 million compared to the prior period, driven by productivity and lower stock based compensation, commodity, transportation and energy deflation, and pricing net of inflation pass-through. This increase was partially offset by lower volumes across all product lines, except gasoline, driving an unfavorable product mix.

During the three months ended March 31, 2025, we saw diesel volume softness, mainly due to passenger vehicles in Europe transitioning to gasoline hybrids and Aftermarket soft demand primarily in North America Off-highway. These volume decreases were partially offset by favorable demand in gasoline driven by new application launches and program ramp-ups in North America, program launches in India, and recovery in Japan from prior year volume softness.

The increased productivity from our ability to flex our variable cost structure while driving sustained fixed cost productivity was partially offset by year-over-year labor inflation and lower equity income following the prior year sale of an equity interest in an unconsolidated joint venture.

R&D expenses were flat, reflecting a shift in investment from turbo technology to zero-emission technologies.

Losses in foreign currency from translational, transactional, and hedging effects in the three months ended March 31, 2025, primarily driven by a lower Euro-to-US dollar versus the prior period, accounted for a $7 million decrease in Adjusted EBIT.

Liquidity and Capital Resources

Overview


	March 31, 2025		December 31, 2024
	(Dollars in millions)
Cash and cash equivalents	$	130	$	125
Restricted cash	1		1
Revolving Facility - available borrowing capacity	630		600
Revolving Facility - borrowings or letters of credit outstanding	—		—
Term Loan Facilities - principal outstanding	692		692
Senior Notes - principal outstanding	800		800

Bilateral letter of credit facility - utilized capacity	9		8

On January 30, 2025, the Company entered into the Restatement Agreement, which amends and restates the Existing Credit Agreement, under which the Company refinanced in full its $692 million 2021 Dollar Term Facility with a new 2025 Dollar Term Facility in an aggregate principal amount of $692 million. The 2025 Dollar Term Facility will mature on January 30, 2032, and bear interest at a spread equal to, at the Company's option, the Adjusted Term SOFR Rate plus 2.25% per annum in the case of Term Benchmark Loans and the Alternate Base Rate plus 1.25% per annum in the case of ABR Loans. The Company also replaced its existing $600 million revolving facility under the Existing Credit Agreement with the New Revolving Facility under the Credit Agreement in an aggregate principal amount of $630 million. The maturity date of the New Revolving Facility is January 30, 2030.

We employ several means to manage our liquidity, and our sources of financing include cash flows from operations, cash and cash equivalents on hand, the 2032 Senior Notes, and our Credit Agreement, including our 2025 Dollar Term Facility and our New Revolving Facility. We expect to continue investing in our facilities as we expand our manufacturing capacity for new product launches and invest in new technologies and strategic growth opportunities, in particular in connection with our zero-emission technologies. We believe the combination of expected cash flows, the term loan borrowings, the 2032 Senior Notes, and the New Revolving Facility being committed until 2030, will provide us with adequate liquidity to support the Company's operations.

Share Repurchase Program

On December 4, 2024, the Board of Directors authorized a $250 million share repurchase program valid from January 1, 2025, until December 31, 2025. During the three months ended March 31, 2025, the Company repurchased $30 million of Common Stock, with $220 million remaining under the share repurchase program as of that date. The Company may repurchase shares from time to time under the program through various methods, including in open market transactions, block trades, privately negotiated transactions, and otherwise. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors. The Company is not obligated to purchase any shares under the share repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. For more information, see Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Cash Flow Summary for the Three Months Ended March 31, 2025


	Three Months Ended March 31,
	2025		2024
	(Dollars in millions)
Cash provided by (used for):
Operating activities	$	56	$	84
Investing activities	(22)		(28)
Financing activities	(31)		(112)
Effect of exchange rate changes on cash and restricted cash	2		(7)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	5	$	(63)

Cash provided by operating activities decreased by $28 million for the three months ended March 31, 2025, versus the prior year. The decrease was primarily driven by $54 million of unfavorable impacts from working capital changes and $4 million of lower net income, partially offset by an increase of $21 million of non-cash charges, as well as $9 million of favorable impacts from changes in other assets and liabilities.

Cash flow from investing activities decreased by $6 million for the three months ended March 31, 2025, versus the prior year, mainly due to $6 million of decreased expenditures for property, plant and equipment.

Cash used for financing activities was $31 million for the three months ended March 31, 2025, compared with $112 million in the prior year. During the three months ended March 31, 2025, we made debt repayments of $71 million, payments of $30 million for the repurchase of Common Stock under our share repurchase program and payments of $12 million for dividends on our Common Stock. These payments were partially offset by proceeds of $68 million from the Credit Facilities and $17 million of bank overdrafts. In comparison, cash used for financing activities in the prior year was primarily related to $107 million for the repurchase of Common Stock under our share repurchase program.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies

The preparation of our Consolidated Interim Financial Statements in accordance with GAAP is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. Actual results could differ from our estimates and assumptions, and any such differences could be material to our financial statements. Our critical accounting policies are summarized in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2024 Form 10-K.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies of the Notes to the Consolidated Interim Financial Statements for further discussion of recent accounting pronouncements.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and the other reports filed by us with the SEC from time to time, as well as statements incorporated by reference herein and related comments by our management, contain forward-looking statements within the meaning of the U.S. federal securities laws. All statements other than statements of historical fact, including without limitation statements regarding our future results of operations and financial position, expectations regarding the growth of the turbocharger and electric vehicle markets and other industry trends, the sufficiency of our cash and cash equivalents, anticipated sources and uses of cash, anticipated investments in our business, our business strategy, pending

litigation, anticipated interest expense, and the plans and objectives of management for future operations and capital expenditures are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of these terms or other similar expressions. In making these forward-looking statements, we rely on our current expectations and projections about possible future events and financial trends that we believe may affect our business, financial condition and results of operations. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of important factors, many of which are beyond our control. These factors, which may be revised or supplemented in subsequent reports we file with the SEC, include, among other things, risks related to the following: (1) the ongoing evolution of the automotive industry; (2) the highly competitive markets in which we operate; (3) our reliance on sales to major customers; (4) changing industry and economic conditions; (5) the unique aspects of our aftermarket business; (6) pricing pressures from our original equipment manufacturer customers; (7) the foreign markets in which we operate; (8) climate change and increased scrutiny from customers, investors, regulators and other stakeholders; (9) recruitment, development, and retention of qualified personnel; (10) program launch difficulties; (11) volatility in the cost of raw materials, components, energy, transportation, and other inputs; (12) supply shortages or supplier distress leading to a disruption of our operations; (13) realization of sales from awarded business; (14) economic, political, regulatory, foreign exchange and other risks of our international operations; (15) geopolitical conditions, catastrophic events and pandemics; (16) joint venture partnerships, joint development projects and other strategic opportunities; (17) intellectual property rights; (18) work stoppages or other disruptions at our facilities; (19) realization of productivity and efficiency improvements and repositioning projects; (20) warranty claims, product recalls, field actions or product liability actions; (21) litigation, government proceedings and other contingencies and uncertainties; (22) environmental matters and liabilities; (23) third-party licensing arrangements; (24) information technology and data privacy considerations, including cybersecurity and other security concerns; (25) our substantial indebtedness and restrictive covenants related to such indebtedness; (26) tax considerations; (27) our ability to raise capital; (28) our pension funding obligations; (29) concentration of ownership of our equity securities; or (30) payment of dividends and share repurchases. For a further discussion of these and other risks, refer to Part I, Item 1A. "Risk Factors" of our 2024 Form 10-K.

You should read this Quarterly Report and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from those envisioned by these forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of March 31, 2025, the net fair value of all financial instruments with exposure to currency risk was $21 million. The potential loss or gain in fair value for such financial instruments from a hypothetical 10% adverse or favorable change in quoted currency exchange rates would be $276 million and $(259) million, respectively, as of March 31, 2025, exchange rates. The model assumes a parallel shift in currency exchange rates; however, currency exchange rates rarely move in the same direction. The assumption that currency exchange rates change in a parallel fashion may overstate the impact of changing currency exchange rates on assets and liabilities denominated in currencies other than the U.S. dollar.

There have been no other material changes to the Company’s quantitative and qualitative disclosures about interest rate or commodity price risks as disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risks, in our 2024 Form 10-K.

Item 4. Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2025.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various lawsuits, claims, and proceedings incident to the operation of our businesses, including those pertaining to product liability, product safety, environmental, safety and health, intellectual property, employment, commercial and contractual matters, and various other matters. Although the outcome of any such lawsuit, claim or proceeding cannot be predicted with certainty and some may be disposed of unfavorably to us, we do not currently believe that such lawsuits, claims, or proceedings will have a material adverse effect on our financial position, results of operations or cash flows. We accrue for potential liabilities in a manner consistent with accounting principles generally accepted in the United States. Accordingly, we accrue for a liability when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable.

For additional information regarding our legal proceedings, see the discussion under Note 19, Commitments and Contingencies of the Notes to the Consolidated Interim Financial Statements, which is incorporated by reference into this Part II, Item 1.

Item 1A. Risk Factors

There have been no material changes to the risks described under "Risk Factors” in our 2024 Form 10-K. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our 2024 Form 10-K. These factors could materially adversely affect our business, financial condition, or results of operations, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On December 4, 2024, the Board of Directors authorized a $250 million share repurchase program valid from January 1, 2025, until December 31, 2025. The Company may repurchase shares from time to time under the program through various methods, including in open market transactions, block trades, privately negotiated transactions, and otherwise. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors. The Company is not obligated to purchase any shares under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The following table summarizes our share repurchase activity for the three months ended March 31, 2025, and additional information regarding our share repurchase program:


Period	Total Number of Common Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program
January 1, 2025 - January 31, 2025	1,060,996	9.36		1,060,996	$	240,071,696
February 1, 2025 - February 28, 2025	990,312	9.54		990,312	230,621,095
March 1, 2025 - March 31, 2025	1,160,405	9.01		1,160,405	220,169,994
Total	3,211,713	$	9.29	3,211,713	$	220,169,994

(1) Excludes shares withheld to satisfy tax withholding obligations in connection with the vesting of equity awards.

Other than the repurchases reflected in the table above, there were no purchases of equity securities by the issuer or affiliated purchasers during the quarter ended March 31, 2025.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Agreements

During the three months ended March 31, 2025, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Incorporated by Reference

Exhibit

Number

Description

Form

File No.

Exhibit

Filing

Date

Filed/ Furnished

Herewith

3.1

Third Amended and Restated Certificate of Incorporation of Garrett Motion Inc., dated May 29, 2024

10-Q

001-38636

3.1

07/25/2024

3.2

Fifth Amended and Restated By-Laws of Garrett Motion Inc., dated May 29, 2024

10-Q

001-38636

3.2

07/25/2024

10.1

Restatement Agreement, dated as of January 30, 2025, to the existing Credit Agreement, dated as of April 30, 2021, among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

8-K

001-38636

10.1

1/31/2025

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Consolidated Interim Statements of Operations, (ii) the Consolidated Interim Statements of Comprehensive Income, (iii) the Consolidated Interim Balance Sheets, (iv) the Consolidated Interim Statements of Cash Flows, (v) the Consolidated Interim Statements of Equity (Deficit) and (vi) Notes to the Consolidated Interim Financial Statements

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Filed herewith.


**			Furnished herewith.

SIGNATURES

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 thereunto duly authorized.


	Garrett Motion Inc.

Date: May 1, 2025	By:	/s/ Olivier Rabiller
		Olivier Rabiller
		President and Chief Executive Officer

Date: May 1, 2025	By:	/s/ Sean Deason
		Sean Deason
		Senior Vice President and Chief Financial Officer

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SEC Form 10-Q filed by Garrett Motion Inc.

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