Garrett Motion Inc. 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Garrett Motion Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Garrett Motion Inc. and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 15, 2024, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte SA Geneva, Switzerland February 15, 2024 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Garrett Motion Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Garrett Motion Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with the accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2024 expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Net Sales and Accrued Liabilities - Variable Consideration– Refer to Notes 3 and 15 to the Financial Statements Critical Audit Matter Description As disclosed in Notes 3 and 15 to the financial statements, the Company records net sales at the amount of consideration the Company expects to receive in exchange for transferring the promised goods, which includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. Variability in consideration typically results from discounts and rebates provided to customers. The estimated variable consideration is based primarily on management’s best available information regarding customer negotiations, historical experience, and 49 anticipated future customer pricing strategies. Estimating variable consideration to be received requires significant judgments by management that affect the amount of revenue recorded in the financial statements. Given the significant estimates and assumptions management makes to estimate future discounts and rebates, auditing managements estimate of the amount related to variable consideration to recognize as net sales required a high degree of auditor judgement. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the estimate of revenue variable considerations included the following, among others: • We tested the effectiveness of relevant controls over the estimation of the variable consideration net sales. • We selected a sample of revenue contracts with variable consideration and performed the following: ◦ Obtained contractual documents, including master agreements and other related documents, and evaluated whether management's calculations for variable consideration were consistent with the terms of the contracts. ◦ Compared transaction prices to the consideration expected to be received and determined that variable consideration was completely and accurately recorded. • We tested the accuracy of management's estimate of the variable consideration and performed the following: ◦ Performed an evaluation on historical information to determine management’s ability to accurately estimate sales volumes and future concessions. ◦ Performed inquiries with individuals in the Company’s finance, operations and sales departments regarding the customer negotiations and corroborated the inquiries by examining supporting evidence as applicable. ◦ Tested the mathematical accuracy of the variable consideration calculation. • We inspected manual revenue journal entries for unusual entries affecting revenue and examined supporting evidence. Capital Structure Transformation Transaction – Series A Preferred Stock Repurchase and Conversion - Refer to Notes 1 and 21 to the Financial Statements Critical Audit Matter Description As disclosed in Notes 1 and 21 to the financial statements, on April 12, 2023 (the “Transaction Date”), the Company entered into separate definitive agreements (the “Agreements”) with Centerbridge Partners L.P. and funds managed by Oaktree Capital Management L.P. to effect a series of integrated transactions (the “Transaction”) to repurchase shares of Series A Preferred Stock and convert the remaining shares of Series A Preferred Stock into an equivalent number of common stock, requiring analysis of the appropriate accounting treatment. The agreements were accounted for as freestanding physically settled forward purchase contracts and recorded at fair value and remeasured through earnings. A Monte-Carlo simulation model was used to determine the Transaction Date fair value of the financial instruments related to the Agreements by simulating a range of possible future stock prices for the Company through the expected settlement date of the Agreements. The significant assumptions utilized in estimating the fair value of the Agreements included a dividend yield, expected volatility, risk free interest rate and share price. Given the complex accounting analysis behind the Series A Preferred Stock repurchase and conversion, as well as the valuation of the associated financial instruments and respective assumptions used in the valuation, a high degree of auditor judgment was required. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Series A Preferred Stock repurchase and conversion as well as the valuation of the associated financial instruments, included the following, among others: • We tested the effectiveness of controls over management’s evaluation of the Series A Preferred Stock repurchase and conversion as well as controls over the valuation of the forward purchase agreement. • We read the transaction agreements and together with technical accounting specialists, we reviewed the accounting treatment of the complex financial instruments. We analyzed the transaction agreements to determine if all 50 arrangement terms that may have an impact on accounting treatment were identified and independently evaluated management's accounting for the transaction agreements. • We tested the cash proceeds (including dividend settlements) from the transaction and tested the mathematical accuracy of the impact of the transaction on the Company’s period end equity balances and period to date changes in equity. • We engaged valuation specialists in testing the appropriateness of the various input factors used in the Monte Carlo valuation and the amounts recorded. We engaged valuation specialists to develop an independent range of expectations and compared against the Company’s Monte Carlo valuation. /s/ Deloitte SA Geneva, Switzerland February 15, 2024 We have served as the Company’s auditor since 2018. 51 GARRETT MOTION INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2023 2022 2021 (Dollars in millions except per share amounts) Net sales (Note 4) $ 3,886 $ 3,603 $ 3,633 Cost of goods sold 3,130 2,920 2,926 Gross profit 756 683 707 Selling, general and administrative expenses 247 216 216 Other expense, net (Note 5) 5 2 1 Interest expense 159 8 83 Loss on extinguishment of debt (Note 17) — 5 — Non-operating income (Note 6) ( 2 ) ( 47 ) ( 6 ) Reorganization items, net (Note 1) — 3 ( 125 ) Income before taxes 347 496 538 Tax expense (Note 7) 86 106 43 Net income 261 390 495 Less: preferred stock dividends (Note 21) ( 80 ) ( 157 ) ( 97 ) Less: preferred stock deemed dividends (Note 21) ( 232 ) — — Net (loss) income available for distribution $ ( 51 ) $ 233 $ 398 (Loss) Earnings per share (Note 24) Basic $ ( 0.31 ) $ 0.75 $ 1.69 Diluted $ ( 0.31 ) $ 0.75 $ 1.56 Weighted average common shares outstanding Basic 166,595,397 64,708,635 69,706,183 Diluted 166,595,397 65,075,992 317,503,300 The Notes to the Consolidated Financial Statements are an integral part of this statement. 52 GARRETT MOTION INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2023 2022 2021 (Dollars in millions) Net income $ 261 $ 390 $ 495 Foreign exchange translation adjustment ( 13 ) ( 1 ) 38 Defined benefit pension plan adjustment, net of tax (Note 26) ( 2 ) ( 9 ) 36 Changes in fair value of effective cash flow hedges, net of tax (Note 19) ( 15 ) 6 10 Changes in fair value of net investment hedges, net of tax (Note 19) ( 9 ) 44 41 Total other comprehensive (loss) income ( 39 ) 40 125 Comprehensive income $ 222 $ 430 $ 620 The Notes to the Consolidated Financial Statements are an integral part of this statement. 53 GARRETT MOTION INC. CONSOLIDATED BALANCE SHEETS December 31, 2023 2022 (Dollars in millions) ASSETS Current assets: Cash and cash equivalents $ 259 $ 246 Restricted cash (Note 3) 1 2 Accounts, notes and other receivables, net (Note 8) 808 803 Inventories, net (Note 10) 263 270 Other current assets (Note 11) 75 110 Total current assets 1,406 1,431 Investments and long-term receivables 29 30 Property, plant and equipment, net (Note 13) 477 470 Goodwill (Note 14) 193 193 Deferred income taxes (Note 7) 216 232 Other assets (Note 12) 206 281 Total assets $ 2,527 $ 2,637 LIABILITIES Current liabilities: Accounts payable $ 1,074 $ 1,048 Current maturities of long-term debt (Note 16) 7 7 Accrued liabilities (Note 15) 293 320 Total current liabilities 1,374 1,375 Long-term debt (Note 16) 1,643 1,148 Deferred income taxes (Note 7) 27 25 Other liabilities 218 205 Total liabilities $ 3,262 $ 2,753 COMMITMENTS AND CONTINGENCIES (Note 25) EQUITY (DEFICIT) Series A Preferred Stock, par value $ 0.001 ; 0 and 245,089,671 shares issued and outstanding as of December 31, 2023 and 2022, respectively (Note 21) — — Common Stock, par value $ 0.001 ; 1,000,000,000 and 1,000,000,000 shares authorized, 238,543,624 and 64,943,238 issued and 238,249,056 and 64,832,609 outstanding as of December 31, 2023 and 2022, respectively — — Additional paid-in capital 1,190 1,333 Retained deficit ( 1,922 ) ( 1,485 ) Accumulated other comprehensive (loss) income (Note 22) ( 3 ) 36 Total deficit ( 735 ) ( 116 ) Total liabilities and deficit $ 2,527 $ 2,637 The Notes to the Consolidated Financial Statements are an integral part of this statement. 54 GARRETT MOTION INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (Dollars in millions) 2023 2022 2021 Cash flows from operating activities: Net income $ 261 $ 390 $ 495 Adjustments to reconcile net income to net cash provided by operating activities Reorganization items, net — — ( 435 ) Deferred income taxes 24 46 ( 36 ) Depreciation 90 84 92 Amortization of deferred debt issuance costs 20 8 7 Interest payments on Series B Preferred Stock, net of debt discount accretion — ( 19 ) 19 Loss on extinguishment of debt — 5 — Loss on remeasurement of forward purchase contract 13 — — Foreign exchange (gain) loss ( 15 ) ( 1 ) 7 Stock compensation expense 14 11 7 Pension expense ( 1 ) ( 28 ) ( 2 ) Unrealized loss (gain) on derivatives 51 ( 65 ) 1 Other 7 1 ( 11 ) Changes in assets and liabilities: Accounts, notes and other receivables 1 ( 102 ) 18 Inventories 12 ( 48 ) ( 31 ) Other assets ( 2 ) 34 ( 32 ) Accounts payable 8 108 ( 75 ) Accrued liabilities ( 8 ) ( 17 ) ( 46 ) Obligations payable to Honeywell — — ( 375 ) Other liabilities ( 10 ) ( 32 ) 87 Net cash provided by (used for) operating activities 465 375 ( 310 ) Cash flows from investing activities: Expenditures for property, plant and equipment ( 83 ) ( 91 ) ( 72 ) Proceeds from cross-currency swap contracts 28 — 1 Net cash used for investing activities ( 55 ) ( 91 ) ( 71 ) Cash flows from financing activities: Proceeds from issuance of Series A Preferred Stock — — 1,301 Proceeds from issuance of long-term debt, net of deferred financing costs 667 — 1,221 Payments of long-term debt ( 207 ) ( 7 ) ( 1,517 ) Payments of revolving credit facilities — — ( 370 ) Payments for dividends ( 42 ) ( 83 ) — Repurchases of Series A Preferred Stock ( 580 ) ( 7 ) ( 15 ) Repurchases of Common Stock ( 213 ) — ( 4 ) Repayments of debtor-in-possession financing — — ( 200 ) Payments of Additional Amounts for conversion of Series A Preferred Stock ( 25 ) — — Redemption of Series B Preferred stock — ( 381 ) ( 201 ) Payments for Cash-Out election — — ( 69 ) Payments for debt and revolving facility financing costs ( 2 ) ( 4 ) ( 7 ) Other ( 1 ) — — Net cash (used for) provided by financing activities ( 403 ) ( 482 ) 139 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 5 ( 18 ) 13 Net increase (decrease) in cash, cash equivalents and restricted cash 12 ( 216 ) ( 229 ) Cash, cash equivalents and restricted cash at beginning of period 248 464 693 Cash, cash equivalents and restricted cash at end of period $ 260 $ 248 $ 464 Supplemental cash flow disclosures: Income taxes paid (net of refunds) $ 60 $ 42 $ 61 Interest paid 89 65 61 Reorganization items paid — 5 350 Supplemental schedule of non-cash investing and financing activities: Issuance of Series B Preferred Stock — — 577 The Notes to the Consolidated Financial Statements are an integral part of this statement. 55 GARRETT MOTION INC. CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) Series A Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Other Comprehensive Income/(Loss) Total Deficit Shares Amount Shares Amount (in millions) Balance at December 31, 2020 — $ — 76 $ — $ 28 $ ( 2,207 ) $ ( 129 ) $ ( 2,308 ) Net income — — — — — 495 — 495 Cash-Out election — — ( 11 ) — — ( 69 ) — ( 69 ) Issuance of Series A Preferred Stock 248 — — — 1,301 — — 1,301 Repurchases of Series A Preferred Stock ( 2 ) — — — ( 10 ) ( 5 ) — ( 15 ) Repurchases of Common Stock — — ( 1 ) — — ( 4 ) — ( 4 ) Other comprehensive income, net of tax — — — — — — 125 125 Stock-based compensation — — — — 7 — — 7 Balance at December 31, 2021 246 $ — 64 $ — $ 1,326 $ ( 1,790 ) $ ( 4 ) $ ( 468 ) Net income — — — — — 390 — 390 Share repurchases — — — — ( 4 ) ( 2 ) — ( 6 ) Other comprehensive loss, net of tax — — — — — — 40 40 Dividends — — — — — ( 83 ) — ( 83 ) Stock-based compensation — — — — 11 — — 11 Balance at December 31, 2022 246 $ — 64 $ — $ 1,333 $ ( 1,485 ) $ 36 $ ( 116 ) Net income — — — — — 261 — 261 Repurchases of Series A Preferred Stock ( 70 ) — — — ( 366 ) ( 201 ) — ( 567 ) Repurchases of Common Stock — — ( 28 ) — — ( 213 ) — ( 213 ) Excise tax on share repurchases — — — — — ( 8 ) — ( 8 ) Other comprehensive loss, net of tax — — — — — — ( 39 ) ( 39 ) Dividends — — — — — ( 42 ) — ( 42 ) Issuance of Common Stock for preference dividends — — 26 — 209 ( 209 ) — — Conversion of Series A Preferred Stock to Common Stock ( 176 ) — 176 — — ( 25 ) — ( 25 ) Stock-based compensation — — — — 14 — — 14 Balance at December 31, 2023 — $ — 238 $ — $ 1,190 $ ( 1,922 ) $ ( 3 ) $ ( 735 ) The Notes to the Consolidated Financial Statements are an integral part of this statement. 56 GARRETT MOTION INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 for OEMs and distributors within the mobility and industrial space. We have significant expertise in delivering products at scale for ICE 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 Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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”), who 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. Capital Structure Transformation Transaction On April 12, 2023, the Company entered into the Transaction (as defined in Note 21, Equity ) to increase the attractiveness of the Company to investors, including simplifying the Company’s capital stock by converting all outstanding Series A Preferred Stock into a single class of Common Stock, subject to certain conditions. As part of the Transaction, the Company repurchased an aggregate of 69,707,719 shares of Series A Preferred Stock from the C&O Investors (as defined below), and converted all remaining outstanding 175,337,712 shares of Series A Preferred Stock into an equivalent number of shares of Common Stock. The total amounts paid to holders of Series A Preferred Stock in connection with the Transaction included aggregate cash payments of $ 605 million and the issuance of an additional 25,577,517 shares of Common Stock in settlement of accumulated and unpaid preference dividends on the Series A Preferred Stock through June 30, 2023. The Transaction was financed through a new Term Loan B for an aggregate principal amount of $ 700 million under the framework of the Company's existing credit agreement. See Note 21, Equity . The Company recorded the following amounts in the Consolidated Financial Statements related to the repurchase and conversion of its Series A Preferred Stock: Movements for the Year Ended December 31, 2023 Consolidated Balance Sheet: (Dollars in millions) Cash and cash equivalents $ ( 605 ) Preferred stock, Common stock and Additional Paid-in capital ( 157 ) Retained earnings ( 441 ) Year Ended December 31, 2023 Consolidated Statement of Operations: (Dollars in millions) Non-operating expenses $ 13 57 The Company also incurred $ 9 million of Transaction-related costs for the year ended December 31, 2023 , primarily for legal and advisory services that are included in Selling, general and administrative expenses in the Consolidated Statement of Operations. See Note 16, Long-term Debt and Credit Agreements for discussion on the new 2023 Dollar Facility and Note 21, Equity for further discussion of the Transaction. Note 2. Plan of Reorganization On September 20, 2020 (the "Petition Date"), the Company and certain of its subsidiaries each filed a voluntary petition for relief under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). A Revised Amended Plan of Reorganization ("Plan") was confirmed by the Bankruptcy Court on April 26, 2021, and the Company emerged from bankruptcy (“Emergence”) on April 30, 2021 (the "Effective Date"). The Company applied ASC 852, Reorganizations , in preparing its Consolidated Financial Statements during its Chapter 11 bankruptcy proceedings, which required the financial statements for periods subsequent to filing for Chapter 11 to distinguish transactions and events that were directly associated with the Company's reorganization from the ongoing operations of the business. Revenues, expenses, realized gains and losses, and provisions for losses directly resulting from the reorganization and restructuring were reported separately as Reorganization items, net in the Consolidated Statements of Operations. Upon Emergence, the Company did not meet the requirements under ASC 852 for fresh start accounting and in accordance with ASC 852, a new reporting entity was not created for accounting purposes. Reorganization items, net represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and amounted to an expense of $ 3 million and a gain of $ 125 million for the years ended December 31, 2022 and 2021, respectively. There were no Reorganization items, net for the year ended December 31, 2023. Note 3. Summary of Significant Accounting Policies Use of Estimates The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions 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. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of changes are reflected in the Consolidated Financial Statements in the period they are determined to be necessary. Principles of Consolidation and Combination The Consolidated Financial Statements include the accounts of Garrett Motion Inc. and all of its subsidiaries in which a controlling financial interest is maintained. We consolidate entities that we control due to ownership of a majority voting interest, and we consolidate variable interest entities when we have variable interests and are the primary beneficiary. Our consolidation policy requires equity investments that we exercise significant influence over but in which we do not have a controlling financial interest to be accounted for using the equity method. Investments through which we are not able to exercise significant influence over the investee and which we do not have readily determinable fair values are accounted for under the cost method. All intercompany transactions and balances are eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. Restricted Cash Restricted cash primarily consists of bank deposits pledged as collateral to issue bank notes (refer to Note 9, Factoring and Notes Receivable ). Trade Receivables and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount as a result of transactions with customers. In accordance with ASC 326, Financial Instruments - Credit Losses , the Company maintains allowances for doubtful accounts for losses as a result of a customer’s inability to make required payments, estimated based on the expected credit losses over the contractual life of the receivables based on days past due as measured from the contractual due date and 58 collection history. The Company also takes into consideration changes in economic conditions that may not be reflected in historical trends (for example, customers in bankruptcy, liquidation or reorganization). Receivables are written-off against the allowance for doubtful accounts when they are determined uncollectible. Such determination includes analysis and consideration of the particular conditions of the account, including time intervals since last collection, customer performance against agreed upon payment plans, solvency of customer and any bankruptcy proceedings. Transfer of Financial Instruments Sales and transfers of financial instruments are accounted for under ASC 860, Transfers and Servicing. The Company may discount and sell accounts receivables during the normal course of business. These receivables which are transferred to a third party without recourse to the Company and that meet the criteria of sales accounting as per ASC 860, are excluded from the amounts reported in the Consolidated Balance Sheets. The cash proceeds received from such sales are included in operating cash flows. The expenses associated with the factoring of receivables are recorded within Other expense, net in the Consolidated Statements of Operations. The Company may also receive bank notes in settlement of accounts receivables, primarily in the Asia Pacific region. Such bank notes are classified as notes receivables under Accounts, notes and other receivables – net in the Consolidated Balance Sheets. The collections of such bank notes are included in operating cash flows and any expenses related to discounting these are included within Other expense, net in the Consolidated Statements of Operations. 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. Inventories Inventories are stated at the lower of cost, determined on a first-in, first-out basis, including direct material costs and direct and indirect manufacturing costs, or net realizable value. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues. The original equipment inventory on hand in excess of forecasted usage and lack of consumption in the previous 12 months is fully reserved, unless the value of such material is recoverable from either the vendor or the customer. Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of assets, which are 10 to 50 years for buildings and improvements, 2 to 16 years for machinery and equipment, 3 to 10 years for tooling equipment, and 5 to 7 years for software. Maintenance and repairs are expensed as incurred. Impairment testing of long lived assets is completed by the Company in accordance with ASC 360, Property, Plant and Equipment . The testing is completed when a triggering event occurs, or at least on an annual basis to assess if any impairment triggering events existed during the year. If a triggering event occurs or is identified, the impairment testing is completed using the two-step impairment model. Asset classes are identified and tested for recoverability by comparing the net carrying value of the asset group to the undiscounted net cash flows to be generated from the use and eventual disposition of that asset group. If the carrying amount of an asset group is not recoverable, an impairment loss is recognized if the carrying amount exceeds the fair value. The impairment analysis was completed in 2023 with no triggering events identified. Leases Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of a lease (the “commencement date”) based on the present value of lease payments over the lease term. We determine if an arrangement is a lease at inception. Operating leases are included in Other assets, Accrued liabilities, and Other liabilities in our Consolidated Balance Sheets. No finance leases have been recognized. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease where it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed in the period in which they occur. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For machinery and equipment, we account for the lease and non-lease components as a 59 single lease component. We account for short-term leases by recognizing lease payments in net income on a straight-line basis over the lease term and will not recognize any ROU assets and lease liabilities on the Consolidated Balance Sheet. Goodwill Goodwill is subject to impairment testing annually, and whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This testing compares carrying value to fair value of our single reporting unit. The Company recognizes an impairment charge for the amount by which the carrying value of the reporting unit exceeds the reporting unit´s fair value. However, any impairment should not exceed the amount of goodwill allocated to the reporting unit. Because we have a single reporting unit with a negative carrying value, no impairment was recognized. Warranties and Guarantees Expected warranty costs for products sold are recognized based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, length of the warranty and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. For additional information, see Note 25, Commitments and Contingencies . Sales Recognition Product sales are recognized when we transfer control of the promised goods to our customer, which is based on shipping terms. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the promised goods, adjusted for any variable consideration such as price concessions or annual price adjustments as estimated at contract inception. Amounts billed but ultimately expected to be refunded to the customer are recorded as part of the customer pricing reserve within Accrued liabilities on the Consolidated Balance Sheet. In the sale of products in the OEM channel, the transaction price for these goods is generally equal to the agreed price of each unit and represents the standalone selling price for the unit. In the sale of products in the aftermarket channel, the terms of a contract or the historical business practice can give rise to variable consideration due to, but not limited to, discounts and rebates. We estimate variable consideration at the most likely amount we will receive from customers and reduce revenues recognized accordingly. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We adjust our estimate of revenue at the earlier of when the value of consideration we expect to receive changes or when the consideration becomes fixed. Research and Development Garrett conducts research and development (“R&D”) activities, which consist primarily of the development of new products and product applications. R&D costs are charged to expense as incurred. Such costs are included in Cost of goods sold and were $ 175 million, $ 153 million and $ 136 million, for the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, the Company incurs engineering-related expenses which are also included in Cost of goods sold and we re $( 12 ) million , $ 11 million and $ 22 million for the years ended December 31, 2023, 2022 and 2021, respectively. Engineering-related expenses include customer reimbursements of $ 46 million, $ 25 million and $ 21 million for the years ended December 31, 2023, 2022 and 2021, 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 December 31, 2023 and 2022 , $ 12 million and $ 1 million, respectively, of such contractually reimbursable costs were capitalized. These amounts are recorded within Other current assets in the Consolidated Balance Sheets. 60 Government Incentives The Company receives incentives from governmental entities related to expenses, assets, and other activities. The associated terms of the incentives can vary by country. Government incentives are recorded in the financial statements in accordance with their purpose as a reduction of expense, a reduction of asset cost or other operating or non-operating income. Incentives are recognized when there is probable assurance that the Company will comply with the conditions for the incentives and a reasonable expectation that the funds will be received. Government incentives received prior to being earned are recognized as deferred income whereas incentives earned prior to being received are recognized as receivables. The Company recognized government incentives of $ 14 million and $ 25 million in Cost of goods sold and Selling, general and administrative expenses for the years ended December 31, 2023 and 2022, respectively. 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. Our Consolidated Balance Sheets include supplier financing obligations outstanding of $ 68 million and $ 33 million as of December 31, 2023 and 2022, respectively, and guaranteed bank notes outstanding of $ 193 million and $ 171 million as of December 31, 2023 and 2022, respectively, recorded within Accounts payable. Environmental Matters The Company records liabilities for environmental assessments and remediation activities in the period in which it is probable that a liability has been incurred and the amount of that liability can be reasonably estimated. Estimated costs are recorded at undiscounted amounts, based on experience and assessments and are regularly evaluated. To the extent that the required remediation procedures change, or additional contamination is identified, the Company’s estimated environmental liabilities may also change. The liabilities are recorded in Accrued liabilities and Other liabilities in the Consolidated Balance Sheets. Stock-Based Compensation The principal awards issued under our stock-based compensation plans, which are described in Note 23, Stock-Based Compensation , are performance stock units and restricted stock units. The cost for such awards is measured at the grant date based on the fair value of the award. Compensation expense is recognized over the requisite service periods (generally the vesting period of the equity award) based on the Company's best estimate of ultimate performance against the award targets, and is included in Selling, general and administrative expenses in the Consolidated Statements of Operations. The Company accounts for forfeitures as they occur. Pension Benefits We sponsor defined benefit pension plans covering certain employees, primarily in Switzerland, the U.S. and Ireland. For such plans, we are required to disaggregate the service cost component of net benefit costs and report those costs in the same line item or items in the Consolidated Statements of Operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other non service components of net benefit costs are required to be presented separately from the service cost component. We record the service cost component of Pension expense (income) in Cost of goods sold or Selling, general and administrative expenses. The remaining components of net benefit costs within Pension expense (income), primarily interest costs and assumed return on plan assets, are recorded in Non-operating expense (income). We recognize net actuarial gains or losses in excess of 10 % of the greater of the fair value of plan assets or the plans’ projected benefit obligation (the corridor) annually in the fourth quarter each year (“MTM Adjustment”). The MTM Adjustment is recorded in Non-operating expense (income). Foreign Currency Translation Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the year. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive income ("AOCI"). 61 Derivative Financial Instruments We minimize our risks from foreign currency exchange rate fluctuations through our normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. Derivative financial instruments that qualify for hedge accounting must be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract. All derivatives are recorded on the Consolidated Balance Sheets as assets or liabilities and measured at fair value. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives are recorded in AOCI and subsequently recognized in earnings when the hedged items impact earnings. Cash flows of such derivative financial instruments are classified consistent with the underlying hedged items. For derivatives designated as net investment hedges, provided the hedging relationship is highly effective, the changes in fair value of the derivatives are recorded in AOCI until the net investment is liquidated or sold. Income Taxes We account for income taxes pursuant to the asset and liability method which requires us to recognize current tax liabilities or receivables for the amount of taxes we estimate are payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Earnings per share Basic earnings per share are calculated using the two-class method, pursuant to the issuance of our Series A Preferred Stock on the Effective Date. The calculation of basic earnings per share requires an allocation of earnings to all securities that participate in dividends with common shares, such as our Series A Preferred Stock, which was converted into Common Stock pursuant to the Transaction, to the extent that each security may share in the Company's earnings. Basic earnings per share are calculated by dividing undistributed earnings allocated to Common Stock by the weighted average number of common shares. Diluted earnings per share are calculated using the more dilutive of the two-class or if-converted methods. The two-class method uses net income available to common shareholders and assumes conversion of all potential shares other than the participating securities. The if-converted method uses net income and assumes conversion of all potential shares including the participating securities. See Note 24, Earnings Per Share for further details. Related Party Transactions We lease certain facilities and receive property maintenance services from Honeywell International ("Honeywell"), which as of Emergence was the owner of our Series B Preferred Stock that has since been fully redeemed by the Company, is a holder of our Common Stock and was also a holder of our Series A Preferred Stock prior to the Transaction, as discussed below and in Note 21, Equity . We also contract with Honeywell for the occasional purchase of certain goods and services. Lease and service agreements were made at commercial terms prevalent in the market at the time they were executed. Honeywell is not considered a related party subsequent to the Transaction. Our payments under the agreements with Honeywell during the period that they were considered a related party amounted to $ 2 million for the year ended December 31, 2023 and $ 9 million for the year ended December 31, 2022, as well as for the period from Emergence through December 31, 2021, and were included in Cost of goods sold, and Selling, general and administrative expenses, in our Consolidated Statements of Operations. Related to the agreements with Honeywell, our Consolidated Balance Sheet includes liabilities of $ 10 million as of December 31, 2022. Liability balances are primarily related to lease contracts of $ 7 million as of December 31, 2022. 62 As discussed in Note 21, Equity , in order to effect the Transaction, on April 12, 2023, the Company entered into separate definitive agreements with each of Centerbridge Partners, L.P. (“Centerbridge”) and funds managed by Oaktree Capital Management, L.P. (“Oaktree”), each of which is a holder of our Common Stock and appoints a director to our Board of Directors. Mr. Kevin Mahony, who serves as a Managing Director of Centerbridge, and Mr. Steven Tesoriere, who serves as a Managing Director of Oaktree, have been appointed to our Board of Directors as designees of Centerbridge and Oaktree, respectively. As described more fully in Note 21, Equity , in connection with the Transaction, we paid to Centerbridge and Oaktree an aggregate of approximately $ 570 million for the repurchase of shares of Series A Preferred Stock, plus an aggregate of approximately $ 10 million and 7,276,036 shares of Common Stock representing the Additional Amounts and Accumulated Dividends in respect of the repurchased shares of Series A Preferred Stock. Additionally, in connection with the conversion of the Series A Preferred Stock that each of Centerbridge and Oaktree held as of the conversion date, we issued to Centerbridge and Oaktree an aggregate of 65,334,277 shares of Common Stock upon the conversion of an equivalent number of shares of Series A Preferred Stock, plus Additional Amounts and Accumulated Dividends of approximately $ 9 million and 6,819,540 shares of Common Stock. In connection with the conversion of our Series A Preferred Stock, we issued to Honeywell, as a holder of our Series A Preferred Stock, 4,196,330 shares of Common Stock upon the conversion of an equivalent number of shares of Series A Preferred Stock, plus Additional Amounts and Accumulated Dividends of approximately $ 1 million and 438,009 shares of Common Stock. Additionally, Mr. John Petry, a director on our Board, serves as Managing Member of Sessa Capital (Master), L.P., which indirectly held shares of our Series A Preferred Stock prior to the conversion. In connection with the conversion of our Series A Preferred Stock, we issued to Sessa Capital and its affiliates, as holder of our Series A Preferred Stock, 16,592,384 shares of Common Stock upon the conversion of an equivalent number of shares of Series A Preferred Stock, plus Additional Amounts and Accumulated Dividends of approximately $ 2 million and 1,731,900 shares of Common Stock. Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year classification in order to increase comparability across periods. Specifically, amounts related to changes in the fair value of undesignated interest derivatives that had previously been recorded in Non-operating income are presented now within Interest expense in the Consolidated Statements of Operations. As a result of such reclassification, Interest expense decreased by $ 74 million and $ 10 million for the years ended December 31, 2022 and 2021, respectively, while Non-operating income decreased by $ 74 million and $ 10 million for the years ended December 31, 2022 and 2021, respectively. The reclassification had no impact on net income, assets, liability, equity, or cash flows as previously reported. Recently Issued Accounting Pronouncements Recently Adopted Accounting Standards In September 2022, the FASB issued ASU 2022-04, Disclosure of Supplier Finance Program Obligations (Topic 405-50): Disclosure of Supplier Finance Purchase Obligations. The amendment in this update requires companies to disclose key terms of supplier financing programs used in connection with the purchase of goods and services, along with information about their obligations under these programs including a rollforward of those obligations. The Company adopted the new guidance as of January 1, 2023. See the Supplier Financing section above for further detail. Accounting Standards Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in this update require companies with a single reportable segment to provide all existing segment disclosures, as well as requires incremental segment information to be disclosed. The guidance is effective for fiscal years beginning after December 15, 2023 on a retrospective basis, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the guidance to determine the impact on its disclosures. 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 guidance is 63 effective for fiscal years beginning after December 15, 2024 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 which are expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures. Note 4. Revenue Recognition and Contracts with Customers The Company generates revenue through the sale of products to customers in the OEM and aftermarket channels. OEM and aftermarket contracts generally include scheduling agreements that stipulate the pricing and delivery terms that identify the quantity and timing of the product to be transferred. Disaggregated Revenue For Net sales by region (determined based on country of shipment) and channel, refer to Note 27, Concentrations . We recognize virtually all of our revenues arising from performance obligations at a point in time. Less than 1 % of our revenue is satisfied over time. Contract Balances The timing of revenue recognition, billings and cash collections results in unbilled receivables (contract assets) and billed accounts receivable, reported in Accounts, notes and other receivables – net, and customer advances and deposits (contract liabilities), reported in Accrued Liabilities, on the Consolidated Balance Sheets. Contract assets arise when the timing of billing to customers differs from the timing of revenue recognition. Contract assets are recognized when the revenue associated with the contract is recognized prior to billing and derecognized once invoiced in accordance with the terms of the contract. Contract liabilities are recorded in scenarios where we enter into arrangements where customers are contractually obligated to remit cash payments in advance of us satisfying performance obligations and recognizing revenue. Contract liabilities are generally derecognized when revenue is recognized. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. The following table summarizes our contract assets and liabilities balances: 2023 2022 (Dollars in millions) Contract assets—January 1 $ 46 $ 63 Contract assets—December 31, 38 46 Change in contract assets—Increase/(Decrease) $ ( 8 ) $ ( 17 ) Contract liabilities—January 1 $ ( 8 ) $ ( 5 ) Contract liabilities—December 31, ( 11 ) ( 8 ) Change in contract liabilities—(Increase)/Decrease $ ( 3 ) $ ( 3 ) Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For product sales, typically each product sold to a customer represents a distinct performance obligation. Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. All performance obligations are expected to be satisfied within one year , with substantially all performance obligations being satisfied within a month. The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment, with most cash advances (contract liabilities) and unbilled receivables (contract assets) being settled within 3 months. For some contracts, we may be entitled to receive an advance payment. 64 We have applied the practical expedient to not disclose the value of remaining performance obligations for contracts with an original expected term of one year or less. Note 5. Other Expense, Net Year Ended December 31, 2023 2022 2021 (Dollars in millions) Factoring and notes receivables discount fees $ 4 $ 2 $ 1 Supplier financing fees 1 — — $ 5 $ 2 $ 1 Note 6. Non-operating income Year Ended December 31, 2023 2022 2021 (Dollars in millions) Equity income of affiliated companies $ ( 7 ) $ ( 7 ) $ ( 7 ) Interest income ( 7 ) ( 2 ) ( 1 ) Pension (income) — non service ( 7 ) ( 37 ) ( 13 ) Foreign exchange loss 6 2 14 Loss on remeasurement (1) 13 — — Others, net — ( 3 ) 1 $ ( 2 ) $ ( 47 ) $ ( 6 ) (1) Relates to the loss on remeasurement of the Series A Preferred Stock Agreement related to the Transaction. Refer to Note 21, Equity. Note 7. Income Taxes The sources of income (loss) from continuing operations, before income taxes, classified between domestic entities and those entities domiciled outside of the U.S., are as follows: Years Ended December 31, 2023 2022 2021 (Dollars in millions) Domestic entities $ ( 94 ) $ 7 $ 242 Entities outside the U.S. 441 489 296 $ 347 $ 496 $ 538 65 Tax expense (benefit) Tax expense (benefit) consists of: Years Ended December 31, 2023 2022 2021 (Dollars in millions) Current: Federal $ 12 $ 9 $ ( 1 ) State — 1 — Foreign 50 50 80 $ 62 $ 60 $ 79 Deferred: Federal $ ( 14 ) $ 9 $ ( 9 ) State 1 — ( 2 ) Foreign 37 37 ( 25 ) $ 24 $ 46 $ ( 36 ) $ 86 $ 106 $ 43 The U.S. federal statutory income tax rate is reconciled to our effective income tax rate as follows: Years Ended December 31, 2023 2022 2021 (Dollars in millions) U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Taxes on non-U.S. earnings different from U.S. tax ( 3.6 ) % ( 3.4 ) % ( 7.6 ) % Reserves for tax contingencies 0.2 % ( 0.4 ) % 3.7 % Non-deductible and permanent items — % 0.7 % ( 14.4 ) % Withholding and other taxes on foreign earnings 7.0 % 3.9 % 5.7 % Tax law changes ( 1.7 ) % 0.1 % — % Changes in valuation allowance 5.5 % ( 0.6 ) % ( 0.3 ) % All other items ( 3.6 ) % 0.1 % ( 0.2 ) % 24.8 % 21.4 % 7.9 % The effective tax rate increased by 3.4 percentage points in 2023 compared to 2022. The increase was primarily due to the rate change impact on deferred tax assets attributable to the certification by the Chinese government of the High and New Technology Enterprise status of the Company’s China operations, which reduced the tax rate to 15% for the respective entity. Further, withholding tax and other taxes on foreign earnings have comparatively increased due to a one-time non-recurring benefit recorded in 2022 related to accrued taxes on distributable reserves. These increases were partially offset by current year tax benefits in Switzerland due to law changes (net of valuation allowance) and in Korea for prior year tax settlements. The effective tax rate increased by 13.5 percentage points in 2022 compared to 2021. The increase was primarily attributable to the nontaxable gain on the settlement of the Honeywell claims (partially offset by non-deductible transaction costs) and increased tax benefits from an internal restructuring, both of which occurred in 2021 and are non-recurring. This increase was partially offset by tax benefits in the current year due to release of reserves for statute of limitation expirations. Deferred tax assets (liabilities) The tax effects of temporary differences and tax carryforwards which give rise to future income tax benefits and payables are as follows: 66 December 31, 2023 2022 (Dollars in millions) Deferred tax assets: Intangibles and fixed assets $ 139 $ 173 Pension 4 4 Accruals and reserves 30 33 Net operating losses and other tax attribute carryforwards 35 31 Outside basis differences 13 11 Other 55 34 Total deferred tax assets 276 286 Valuation allowance ( 52 ) ( 31 ) Net deferred tax assets $ 224 $ 255 Deferred tax liabilities: Outside basis differences $ ( 9 ) $ ( 5 ) Other ( 26 ) ( 43 ) Total deferred tax liabilities ( 35 ) ( 48 ) Net deferred tax asset $ 189 $ 207 As of December 31, 2023, the Company had foreign net operating loss carryforwards of approximately $ 88 million with the majority in the below jurisdictions: Jurisdiction Expiration Period Net Operating Loss Carryforwards (Dollars in millions) Brazil Indefinite $ 55 Luxembourg 2038 23 China 2027 6 Other Various 4 $ 88 We also have net operating loss carryforwards in certain US state jurisdictions, the tax effect of which is not significant. We maintain a valuation allowance of $ 52 million against a portion of total deferred tax assets. In the event we determine that we will not be able to realize our net deferred tax assets in the future, we will reduce such amounts through an increase to tax expense in the period such determination is made. Conversely, if we determine that we will be able to realize net deferred tax assets in excess of the carrying amounts, we will decrease the recorded valuation allowance through a reduction to tax expense in the period that such determination is made. Our balance sheet presents a deferred tax asset of $ 216 million and a deferred tax liability of $ 27 million after considering jurisdictional netting. We do not intend to permanently reinvest the majority of undistributed earnings of our foreign subsidiaries and have recorded a deferred tax liability, mainly consisting of withholding taxes, of approximately $ 15 million as of December 31, 2023. The following table summarizes the activity related to the Company’s uncertain tax positions (excluding interest and penalties and related tax attributes): 67 December 31, 2023 2022 2021 (Dollars in millions) Change in unrecognized tax benefits: Balance at beginning of year $ 71 $ 80 $ 60 Gross increases related to current period tax positions 3 4 13 Gross increases related to prior periods tax positions — 5 31 Gross decreases related to prior periods tax positions — — ( 21 ) Decrease related to resolutions of audits with tax authorities — — — Expiration of the statute of limitations for the assessment of taxes ( 8 ) — ( 14 ) ( 1 ) Foreign currency translation — ( 4 ) ( 2 ) Balance at end of year $ 66 $ 71 $ 80 As of December 31, 2023, 2022, and 2021 there were $ 66 million, $ 71 million, and $ 80 million, respectively, of unrecognized tax benefits that, if recognized, would be recorded as a component of tax expense. The amount of unrecognized tax benefits that is reasonably possible to be resolved in the next twelve months is expected to be approximately $ 22 million, all of which, if recognized, would reduce tax expense and the effective tax rate. Estimated interest and penalties related to uncertain tax benefits are classified as a component of tax expense in the Consolidated Statements of Operations and totaled $ 5 million of expense, $ 2 million of expense and $ 3 million of benefit for the years ended December 31, 2023, 2022, and 2021, respectively. Accrued interest and penalties were $ 34 million, $ 29 million, and $ 26 million, as of December 31, 2023, 2022, and 2021, respectively. We are currently under audit in multiple jurisdictions, primarily India for tax years 2020 through 2022 and U.S. for tax years 2018 through 2020. Based on the outcome of these examinations, or as a result of the expiration of statutes of limitations for specific jurisdictions, it is possible that certain unrecognized tax benefits for tax positions taken on previously filed tax returns will significantly change from those recorded as liabilities in our financial statements. Note 8. Accounts, Notes and Other Receivables—Net December 31, 2023 2022 (Dollars in millions) Trade receivables $ 614 $ 619 Notes receivables 101 105 Other receivables 99 88 814 812 Less — Allowance for expected credit losses ( 6 ) ( 9 ) $ 808 $ 803 Trade receivables include $ 38 million and $ 46 million of unbilled balances as of December 31, 2023 and 2022, respectively. Note 9. 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. 68 Year Ended December 31, 2023 2022 2021 (Dollars in millions) Eligible receivables sold without recourse $ 783 $ 664 $ 566 Guaranteed bank notes sold without recourse 92 102 — The expenses related to the sale of trade receivables and guaranteed bank notes are recognized within Other expense, net in the Consolidated Statements of Operations, and were $ 4 million, $ 2 million and $ 1 million for the years ended December 31, 2023, 2022 and 2021, respectively. December 31, 2023 2022 (Dollars in millions) Receivables sold but not yet collected by the bank from the customer $ 7 $ 5 Guaranteed bank notes sold but not yet collected by the bank from the customer — — As of December 31, 2023 and 2022, the Company has no guaranteed bank notes pledged as collateral. Note 10. Inventories—Net December 31, 2023 2022 (Dollars in millions) Raw materials $ 198 $ 203 Work in process 21 18 Finished products 85 80 $ 304 $ 301 Less — Reserves ( 41 ) ( 31 ) $ 263 $ 270 Note 11. Other Current Assets December 31, 2023 2022 (Dollars in millions) Prepaid expenses $ 15 $ 16 Taxes receivable 18 12 Advanced discounts to customers, current 16 12 Customer reimbursable engineering 12 1 Foreign exchange forward contracts 12 27 Receivable from transfer agent (1) — 42 Other 2 — $ 75 $ 110 (1) Receivable from transfer agent includes the Series A Preferred Stock dividend that was paid to the transfer agent in December 2022, and settled with shareholders on January 3, 2023. Refer to Note 21, Equity. 69 Note 12. Other Assets December 31, 2023 2022 (Dollars in millions) Advanced discounts to customers, non-current $ 41 $ 51 Operating right-of-use assets (Note 18) 40 44 Income tax receivable 20 22 Pension and other employee related 11 4 Derivatives designated as net investment hedges 37 74 Designated and undesignated derivatives 46 76 Other 11 10 $ 206 $ 281 Note 13. Property, Plant and Equipment, Net December 31, 2023 2022 (Dollars in millions) Land and improvements $ 14 $ 15 Buildings and improvements 153 144 Machinery and equipment 732 696 Tooling 435 400 Software 83 76 Construction in progress 96 97 Others 24 25 1,537 1,453 Less — Accumulated depreciation and amortization ( 1,060 ) ( 983 ) $ 477 $ 470 Depreciation and amortization expense amounted to $ 90 million, $ 84 million and $ 92 million for the years ended December 31, 2023, 2022 and 2021, respectively. Note 14. Goodwill There were no changes to the carrying amount of goodwill for the years ended December 31, 2023 and 2022 : December 31, 2023 2022 (Dollars in millions) Goodwill $ 193 $ 193 70 Note 15. Accrued Liabilities December 31, 2023 December 31, 2022 (Dollars in millions) Customer pricing reserve $ 57 $ 50 Compensation, benefits and other employee related 80 69 Repositioning 9 9 Product warranties and performance guarantees - Short-term 18 18 Income and other taxes 42 39 Advanced discounts from suppliers, current 2 8 Customer advances and deferred income (1) 15 29 Accrued interest 26 13 Short-term lease liability (Note 18) 9 9 Freight accrual 9 9 Dividends declared on Series A Preferred Stock — 42 Designated and undesignated derivatives 12 8 Other (primarily operating expenses) (2) 14 17 $ 293 $ 320 (1) Customer advances and deferred income include $ 9 million and $ 8 million of contract liabilities as of December 31, 2023 and 2022, respectively. See Note 4, Revenue Recognition and Contracts with Customers . (2) Includes $ 5 million and $ 3 million of environmental liabilities as of December 31, 2023 and 2022, respectively. The Company incurs repositioning costs related to projects to optimize our product costs and to right-size our organizational structure. Expenses related to the repositioning costs are included in Cost of goods sold and Selling, general and administrative expenses in our Consolidated Statements of Operations. Severance Costs Other Costs Total (Dollars in millions) Balance at December 31, 2021 $ 10 $ — $ 10 Charges 4 — 4 Usage—cash ( 5 ) — ( 5 ) Balance at December 31, 2022 9 — 9 Charges 11 2 13 Usage—cash ( 11 ) — ( 11 ) Non-cash asset write-offs — ( 2 ) ( 2 ) Balance at December 31, 2023 $ 9 $ — $ 9 Note 16. Long-term Debt and Credit Agreements Long Term Debt On the Effective Date, in accordance with the Plan, the Company entered into a credit agreement (as amended from time to time, the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent. The Credit Agreement provides for the following long-term senior secured financing (collectively, the "Term Loan Facilities") : • 2021 Dollar Facility : a seven-year secured first-lien U.S. Dollar term loan facility for $ 715 million; • 2023 Dollar Facility : a five-year secured first-lien U.S. Dollar term loan facility for $ 700 million; and • Euro Facility : a seven-year secured first-lien Euro term loan facility for € 450 million. 71 The principal outstanding and carrying amounts of our long-term debt as of December 31, 2023 and 2022 are as follows: (Dollars in millions) Maturity Date Interest Rate December 31, 2023 December 31, 2022 2021 Dollar Term Facility April 30, 2028 SOFR plus 351 bps $ 699 $ 706 2023 Dollar Term Facility April 30, 2028 SOFR plus 450 bps 500 — Euro Term Facility April 30, 2028 EURIBOR plus 350 bps 497 480 Total principal outstanding 1,696 1,186 Less: unamortized deferred financing costs ( 46 ) ( 31 ) Less: current portion of long-term debt ( 7 ) ( 7 ) Total long-term debt $ 1,643 $ 1,148 The following table summarizes the minimum scheduled principal repayments of long-term debt as of December 31, 2023: December 31, (Dollars in millions) 2024 $ 7 2025 7 2026 17 2027 77 2028 1,588 Total payments on long-term debt $ 1,696 Revolving Facility and Letters of Credit The Credit Agreement also provides for a five-year senior secured first-lien revolving credit facility providing for multi-currency revolving loans (the "Revolving Facility", and together with the Term Loan Facilities, the "Credit Facilities"). The Revolving Facility matures on April 30, 2028 and has a maximum borrowing capacity of $ 570 million. See discussion in "—A mendments to the Credit Agreement" , below). Under the Revolving Facility, the Company may use up to $ 125 million for the issuance of letters of credit to its subsidiaries. Letters of credit are available for issuance under the Credit Agreement on terms and conditions customary for financings of this kind, which issuances will reduce availability under the Revolving Facility. As of December 31, 2023, the Company had no borrowings outstanding under the Revolving Facility, no outstanding letters of credit, and available borrowing capacity of $ 570 million. Separate from the Revolving Facility, the Company has a bilateral letter of credit facility, which matures on April 30, 2026. On September 14, 2022, the Company amended the bilateral letter of credit agreement to reduce the available capacity from $ 35 million to $ 15 million. As of December 31, 2023, the Company had utilized $ 12 million and had remaining available capacity of $ 3 million . Amendments to the Credit Agreement The Company entered into a first and second amendment of the Credit Agreement on January 11, 2022 and March 22, 2022, respectively. Under the first amendment, the maximum borrowing capacity under the Revolving Facility was increased from $ 300 million to $ 475 million. The London Inter-bank Offered Rate ("LIBOR") was replaced as an available rate at which borrowings under the Revolving Facility could accrue with, for loans borrowed in U.S. Dollars, the daily Secured Overnight Financing Rate (“SOFR”) published by the Federal Reserve Bank of New York and for loans borrowed in Australian Dollars, the average bid reference rate administered by ASX Benchmarks Pty Limited. The second amendment removed the requirement that payments made in cash for the benefit of holders of shares of the Company's Series A Preferred Stock on or before December 31, 2022 be made on a ratable basis to the holders of the Common Stock, and made additional clarifying amendments to certain provisions. On April 27, 2023, the Company entered into a third amendment to the Credit Agreement (the "Third Amendment") which provided for additional financing consisting of the 2023 Dollar Term Facility. The full amount of the 2023 Dollar 72 Term Facility was drawn on June 6, 2023 (the "Third Amendment Closing Date"), and the proceeds were primarily used to finance the repurchases of the Series A Preferred Stock as part of the Transaction, and pay fees and expenses incurred in connection with this amendment. The 2023 Dollar Term Facility will mature on April 30, 2028. Prior to maturity, the 2023 Dollar Term Facility will be repaid quarterly in an amount equal to, during the first two years occurring after the Third Amendment Closing Date, 7.50 % per annum of the aggregate principal amount, and thereafter, 10.00 % per annum. The Company may prepay the 2023 Dollar Term Facility at any time in whole or in part without premium or penalty, subject to certain exceptions (including for (i) customary breakage and redeployment costs in the case of prepayment of term benchmark rate loans and (ii) certain repricing events occurring during the period from the Third Amendment Closing Date to the date that is twelve months following the Third Amendment Closing Date). The Third Amendment also provided for (i) a further increase in the maximum borrowing amount under the Revolving Facility by $ 95 million (the “Incremental Revolving Commitment”) to an aggregate amount of $ 570 million; and (ii) an extension of the maturity date for the Revolving Facility by two years from April 30, 2026 to April 30, 2028 (or January 30, 2028 if any of the currently outstanding term loans or term loans under the 2023 Dollar Term Facility maturing as of April 30, 2028 remain outstanding as of such date). The Incremental Revolving Commitment has the same terms and is generally subject to the same conditions applicable to the existing revolving facility under the Credit Agreement, except for fees paid in connection with the arrangement of the increased amount. Security The Credit Facilities are secured on a first-priority basis by: (i) 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. The guarantors organized under the laws of England and Wales, Luxembourg, Switzerland and the United States entered into security documents securing the obligations of each borrower concurrently with the effectiveness of the Credit Agreement. The guarantors organized under the laws of Australia, Ireland, Japan, Mexico, Romania and Slovakia have subsequently executed security documents. Interest Rate and Fees The 2021 Dollar Term Facility is subject to an interest rate, at our option, of either (a) an alternate base rate (“ABR”) (which shall not be less than 1.50 %) or (b) an adjusted SOFR rate ("SOFR") (which shall not be less than 0.50 %), in each case, plus an applicable margin equal to 3.51 % in the case of SOFR loans and 2.25 % in the case of ABR loans. The Euro Term Facility is subject to an interest rate equal to an adjusted Euro Interbank Offered Rate (“EURIBOR”) (which shall not be less than zero ) plus an applicable margin equal to 3.50 %. The 2023 Dollar Term Facility bears interest, at the term borrowers' election, at a rate per annum equal to (i) SOFR (subject to a 0.50 % floor) plus the applicable margin or (ii) the base rate plus the applicable margin. The applicable margin for loans under the 2023 Dollar Term Facility is 4.50 % for SOFR loans and 3.50 % for base rate loans. As of December 31, 2023, the Revolving Facility is subject to an interest rate comprised of an applicable benchmark rate (which shall not be less than 1.00 % if such benchmark is the ABR rate and not less than 0.00 % in the case of other applicable benchmark rates) that is selected based on the currency in which borrowings are outstanding thereunder, in each case, plus an applicable margin. The applicable margin for the Revolving Facility varies based on our leverage ratio. Accordingly, the interest rates for the Credit Facilities will fluctuate during the term of the Credit Agreement based on changes in the ABR, EURIBOR and other applicable benchmark rates or future changes in our leverage ratio. Interest payments with respect to the Term Loan Facilities are required either on a quarterly basis (for ABR loans) or at the end of each interest period (for SOFR and EURIBOR loans) or, if the duration of the applicable interest period exceeds three months, then every three months . In addition to paying interest on outstanding borrowings under the Revolving Facility, the Company is required to pay a quarterly commitment fee based on the unused portion of the Revolving Facility, which is determined by our leverage ratio and ranges from 0.25 % to 0.50 % per annum. 73 Prepayments The Company is obligated to make quarterly principal payments throughout the term of the 2021 Dollar Facility and the 2023 Dollar Term Facility according to the amortization provisions in the Credit Agreement. Such payments may be reduced from time to time in accordance with the terms of the Credit Agreement as a result of the application of loan prepayments made by us, if any, prior to the scheduled date of payment thereof. We may voluntarily prepay borrowings under the Credit Agreement without premium or penalty, subject to a 1.00 % prepayment premium in connection with certain repricing events in connection with the 2023 Dollar Term facility during the period from the Third Amendment Closing Date to the date that is twelve months following the Third Amendment Closing Date and customary "breakage” costs with respect to SOFR and EURIBOR loans. We may also reduce the commitments under the Revolving Facility, in whole or in part, in each case, subject to certain minimum amounts and increments. The Credit Agreement also contains certain mandatory prepayment provisions in the event that we incur certain types of indebtedness, receive net cash proceeds from certain non-ordinary course asset sales or other dispositions of property or, starting with the fiscal year ending on December 31, 2022, 0.50 % of excess cash flow on an annual basis (with step-downs to 25 % and 0 % subject to compliance with certain leverage ratios), in each case subject to terms and conditions customary for financings of this kind. On July 31, 2023, the Company made an early repayment in the amount of $ 200 million on the 2023 Dollar Term Facility. The early repayment resulted in incremental amortization on debt issuance cost of $ 9 million, included within Interest Expense in the Consolidated Statement of Operations. Representations and Warranties The Credit Agreement contains certain representations and warranties (subject to certain agreed qualifications) that are customary for financings of this kind. Certain Covenants The Credit Agreement contains certain affirmative and negative covenants customary for financing of this type. The Revolving Facility also contains a financial covenant requiring the maintenance of a consolidated total leverage ratio of not greater than 4.7 times 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 Revolving Facility exceeds 35 % of the aggregate commitments thereunder. As of December 31, 2023, the Company was in compliance with all its financing covenants. Note 17. Mandatorily Redeemable Series B Preferred Stock On the Effective Date, pursuant to the Plan, the Company issued 834,800,000 shares of Series B Preferred Stock to Honeywell in satisfaction of certain claims of Honeywell. On December 28, 2021, the Company completed a partial early redemption of 345,988,497 shares of Series B Preferred Stock for a cash payment of $ 211 million including $ 10 million as interest. During the year ended December 31, 2022, the Company further redeemed 488,811,503 shares of Series B Preferred Stock, representing the entirety of the remaining outstanding shares, for a total aggregate price of $ 409 million, of which $ 28 million related to settlement of accrued interest. A loss on extinguishment of debt of $ 5 million was recognized in the Consolidated Statement of Operations related to the final early redemption. There are no shares of Series B Preferred Stock outstanding as of December 31, 2023 and 2022. Note 18. Leases We have opera ting leases that primarily consist of real estate, machinery and equipment. Our leases have remaining lease terms of up to 15 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. 74 The components of lease expense are as follows: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Operating lease cost $ 16 $ 16 $ 15 Supplemental cash flow information related to operating leases is as follows: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 13 $ 13 $ 12 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3 $ 5 $ 26 Supplemental balance sheet information related to operating leases is as follows: Year Ended December 31, 2023 2022 (Dollars in millions) Other assets $ 40 $ 44 Accrued liabilities 9 9 Other liabilities 33 36 Year Ended December 31, 2023 2022 Weighted-average lease term (in years) 8.08 8.41 Weighted-average discount rate 5.69 % 5.61 % Maturities of operating lease liabilities are as follows: Year Ended December 31, 2023 (Dollars in millions) 2024 $ 11 2025 8 2026 7 2027 5 2028 3 Thereafter 18 Total lease payments 52 Less imputed interest ( 10 ) $ 42 Note 19. Financial Instruments and Fair Value Measures Credit and Market Risk We continually monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. The terms and conditions of our credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. Foreign Currency Risk Management 75 The Company is exposed to market risks from changes in currency exchange rates. These exposures may impact future earnings and/or operating cash flows. Our exposure to market risk for changes in foreign currency exchange rates arises from international financing activities between subsidiaries, foreign currency denominated monetary assets and liabilities and transactions arising from international trade. We hedge currency exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through foreign currency exchange forward contracts. The forward currency exchange contracts are intended to mitigate exposure to foreign exchange rate volatility and the associated impact on earnings related to forecasted foreign currency commitments. Certain of these forward currency exchange contracts are designated as cash flow hedges, whereby the gains and losses on these derivatives are recorded in AOCI until the underlying transactions are recognized in earnings. As of December 31, 2023 and 2022, we had outstanding designated and undesignated forward currency exchange contracts with aggregate gross notional amounts of $ 1,171 million and $ 882 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. The Company uses a float-to-fixed cross-currency swap contract to mitigate the foreign currency risk, as well as interest rate risk, on its 2023 Dollar Facility. The cross-currency swap contract is designated as a cash flow hedge, with changes in the fair value of the derivative recorded in AOCI and reclassified into earnings based upon changes in the spot rate remeasurement of the underlying debt. The Company also uses float-to-float cross-currency swap contracts to hedge net investments in foreign subsidiaries. These cross-currency swap contracts are designated as net investment hedges, and the gains and losses on these derivatives are recorded in AOCI until the net investment is liquidated or sold. Interest Rate Risk Management The Company is also exposed to market value risk associated with interest rate fluctuations on its variable rate term loan debt. To manage interest rate exposure, the Company enters into interest rate swap contracts. Certain of these interest rate swap contracts are designated as cash flow hedges, whereby the gains and losses on these derivatives are recorded in AOCI until the underlying transactions are recognized in earnings. 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 December 31, 2023 and 2022: Fair Value Notional Amounts Assets Liabilities December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 (Dollars in millions) Designated instruments: Forward currency exchange contracts $ 456 $ 565 $ 11 $ 22 (a) $ 6 $ 6 (c) Cross-currency swaps 1,015 715 37 74 (b) 17 — (d) Interest rate swaps 200 — — — (b) — — Subtotal 1,671 1,280 48 96 23 6 Undesignated instruments: Interest rate swaps 917 1,024 46 76 (b) 3 — (d) Forward currency exchange contracts 715 317 1 4 (a) 6 2 (c) Subtotal 1,632 1,341 47 80 9 2 Total designated and undesignated instruments $ 3,303 $ 2,621 $ 95 $ 176 $ 32 $ 8 76 (a) Recorded within Other current assets in the Company’s Consolidated Balance Sheets (b) Recorded within Other assets in the Company’s Consolidated Balance Sheets (c) Recorded within Accrued liabilities in the Company’s Consolidated Balance Sheets (d) Recorded within Other liabilities in the Company's Consolidated Balance Sheets 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. Changes in the fair value of the interest rate swap contracts are recorded in AOCI and will be reclassified to Interest expense in the Consolidated 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 $ 456 million as of December 31, 2023. 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 Statement of Operations when the underlying transactions are recognized in earnings. In order to mitigate interest rate and foreign currency risk on its 2023 Dollar Facility, the Company also entered during 2023 into a float-to-fixed cross-currency swap contract comprised of an amortizing swap with aggregate notional amount of € 280 million ($ 300 million) and notional exchanges in June 2026, June 2027 and June 2028. Changes in the fair values of the cross-currency swap contract are recognized in AOCI and reclassified to Non-operating income in the Consolidated Statement of Operations, based upon changes in the spot rate remeasurement of the underlying debt. The net interest settlements on the cross-currency swap contract are recorded in Interest expense in the Consolidated Statements of Operations. All of the Company’s cash flow hedges are assessed as highly effective. For the years ended December 31, 2023 and 2022, the Company recorded a loss of $ 15 million, net of tax, and a gain of $ 6 million, net of tax, respectively, in Other comprehensive income. Net Investment Hedges The Company has designated float-to-float cross-currency swap contracts with an aggregate notional amount of € 615 million ($ 715 million) as net investment hedges of the Company’s Euro-denominated operations. The fair values of the net investment hedges were net assets of $ 37 million and $ 74 million as of December 31, 2023 and 2022, respectively. Our Consolidated Statements of Comprehensive Income includes Changes in fair value of net investment hedges, net of tax, of a $ 9 million loss and a $ 44 million gain for the years ended December 31, 2023 and 2022, respectively. No ineffectiveness has been recorded on the net investment hedges. Non-Designated Derivatives As of December 31, 2023, the Company has outstanding float-to-fixed interest rate swap contracts with an aggregate notional amount of € 830 million ($ 917 million) and maturities of April 2024, July 2024, October 2024, 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 Statements of Operations. The Company also has outstanding forward currency exchange contracts with maturities generally up to 3 months and an aggregate notional amount of $ 715 million. These derivatives are not designated as hedging instruments and are adjusted to fair value through Non-operating income in the Consolidated Statements of Operations. 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 fair value of the cross-currency swap contracts 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. 77 The carrying value of Cash, cash equivalents and restricted cash, Account receivables and Notes and Other receivables contained in the Consolidated Balance Sheets approximates fair value. The following table sets forth the Company’s financial assets and liabilities that were not carried at fair value: December 31, 2023 Carrying Value Fair Value (Dollars in millions) Term Loan Facilities $ 1,650 $ 1,692 The Company determined the fair value of its long-term debt and related current maturities utilizing transactions in the listed markets for similar liabilities. As such, the fair value of the long-term debt and related current maturities is considered Level 2. Note 20. Other liabilities December 31, 2023 2023 (Dollars in millions) Income taxes $ 99 $ 99 Designated and undesignated derivatives 20 — Pension and other employee related 23 21 L ong-term lease liability (Note 18) 33 36 Advanced discounts from suppliers 3 6 Product warranties and performance guarantees – Long-term 9 10 Environmental Remediation – Long-term 13 14 Long-term accounts payable 7 8 Other 11 11 $ 218 $ 205 Note 21. Equity Issuance of Series A Preferred Stock In connection with the Company’s emergence from bankruptcy and pursuant to the Plan, the Company issued 247,757,290 shares of the Company’s Series A Preferred Stock to affiliated funds of Centerbridge, affiliated funds of Oaktree and certain other investors and parties, including in connection with the consummation of two rights offerings and that certain replacement equity backstop commitment agreement. The Company is authorized to grant 1,200,000,000 shares of preferred stock in the reorganized company. Series A Preferred Stock On April 12, 2023 (the “Transaction Date”), the Company entered into separate definitive agreements (the “Agreements”) with each of Centerbridge Partners, L.P. and funds managed by Oaktree Capital Management, L.P. (collectively, the “C&O Investors”) to effect a series of integrated transactions (the “Transaction”) designed to increase the attractiveness of the Company to investors, including by simplifying the Company’s capital structure by converting all outstanding Series A Preferred Stock into a single class of Common Stock, subject to certain conditions. As part of the Agreements, the holders of a majority of the outstanding shares of the Series A Preferred Stock authorized and approved the amendment and restatement of the certificate of designations for the Series A Preferred Stock (as amended, the “Certificate of Designations”) to, among other things, require the conversion of all shares of Series A Preferred Stock into shares of the Company’s Common Stock (the “2023 Conversion”), subject to the repurchase by the Company of a portion of the shares of Series A Preferred Stock held by the C&O Investors (the “Series A Repurchase”). Under the terms of the Agreements, the Company repurchased a total of $ 570 million (“Base Repurchase Price”) from the C&O Investors at a cash price of $ 8.10 per share which was adjusted to equal the volume-weighted average price of the Common Stock for the fifteen trading days following the announcement of the transactions (the “ 15 Days VWAP”), 78 subject to a minimum price of $ 7.875 per share and a maximum price of $ 8.50 per share. The 15 Days VWAP was subsequently established at a value of $ 8.177 per share. As part of the Transaction, all holders of Series A Preferred Stock, including the C&O Investors, received an amount equal to $ 0.853509 per share of Series A Preferred Stock, representing accumulated and unpaid preference dividends through June 30, 2023 on each share of Series A Preferred Stock (the “Accumulated Dividends”), as well as $ 0.144375 per share of Series A Preferred Stock, representing the preference dividends that would have accrued on the Series A Preferred Stock through September 30, 2023 (the “Additional Amounts”). As part of the Transaction, following the effectiveness of the Certificate of Designations which occurred on June 6, 2023, the Company completed all steps of the Transaction as follows: • The Company paid $ 580 million to the C&O Investors in connection with the repurchase of 69,707,719 shares of Series A Preferred Stock, comprising of the Base Repurchase Price as well as $ 10 million ($ 0.144375 for each repurchased share) in consideration of the Additional Amounts on the repurchased shares of Series A Preferred Stock. • The remaining 175,337,712 shares of Series A Preferred Stock were converted into 175,337,712 shares of Common Stock in accordance with the customary procedures of the Company’s transfer agent, for shares held in registered form, and of the Depository Trust Company, for shares held in street name, and trading of the Series A Preferred Stock on Nasdaq was subsequently suspended; • As part of the 2023 Conversion, the Company also paid $ 25 million ($ 0.144375 for each converted share) to the holders of Series A Preferred Stock in consideration of the Additional Amounts on the shares of Series A Preferred Stock that were converted; and • The Company issued 25,577,517 shares of Common Stock to all holders of Series A Preferred Stock (equal to $ 0.853509 per share, adjusted to avoid the issuance of fractional shares of Common Stock), in consideration of the Accumulated Dividends of an aggregate amount of $ 209 million. Cash payments for fractional shares were immaterial. The Agreements were accounted for as freestanding physically settled forward purchase contracts. The Agreements were initially recorded at fair value and then remeasured through earnings until the establishment of the 15 Days VWAP, whereupon the Agreements were subsequently measured based on the amount of consideration to be paid at settlement. A Monte-Carlo simulation model was used to determine the Transaction Date fair value of the Agreements by simulating a range of possible future stock prices for the Company through the expected settlement date of the Agreements. The significant assumptions utilized in estimating the fair value of the Agreements include: (i) a dividend yield of 0.0 %; (ii) an expected volatility of 40.0 %; (iii) a risk-free interest rate of 4.23 % based on observed interest rates from the Treasury Constant Maturity yield curve consistent with the simulation term; and (iv) a starting share price of $ 8.25 based on the market price of the Company’s common stock as of the Transaction Date. The initial fair value of the Agreements represented a forward purchase liability of $ 4 million. A loss of $ 13 million was recognized in Non-operating expense in the Consolidated Statement of Operations to reflect the subsequent remeasurement of fair value of the Agreements due to changes in the market price of the Company’s Common Stock. The difference between the fair value of consideration transferred under the Agreements and the carrying value of the repurchased Series A Preferred Stock, amounting to $ 201 million, was recorded to Retained Deficit as a deemed dividend on the repurchase of Series A Preferred Stock from the C&O Investors as part of the Transaction. A liability for excise tax, amounting to $ 6 million, was also recorded to Retained Deficit as a deemed dividend. In connection with the 2023 Conversion, the Company also recognized a deemed dividend on the 2023 Conversion for $ 25 million, corresponding to the Additional Amounts paid to the holders of Series A Preferred Stock on the shares of Series A Preferred Stock that were converted. As part of the Agreements, the C&O Investors have agreed with the Company to certain changes to their governance rights under the Company’s governance documents, including a reduction of their existing board nomination rights, as well as lock-up restrictions on their equity securities of the Company for up to twelve months , and certain limits on their ability to purchase additional equity securities of the Company and to voting limitations, in each case for a period of up to eighteen months . 79 The following table summarizes the effects of the Transaction on the Consolidated Financial Statements as of and for the year ended December 31, 2023 : Series A Repurchase 2023 Conversion Settlement of Accumulated Dividends Excise tax on Series A Repurchase Total (Dollars in millions) Consolidated Balance Sheet - increase/(decrease): Cash and cash equivalents $ ( 580 ) $ ( 25 ) $ — $ — $ ( 605 ) Accrued liabilities — — — 6 6 Preferred Stock — — — — — Common Stock — — — — — Additional Paid-in capital ( 366 ) — 209 — ( 157 ) Retained earnings ( 201 ) ( 25 ) ( 209 ) ( 6 ) ( 441 ) Consolidated Statement of Operations: Non-operating expenses 13 — — — 13 Consolidated Statement of Cash Flows Repurchases of Series A Preferred Stock ( 580 ) — — — ( 580 ) Payments for Additional Amounts for conversion of Series A Preferred Stock — ( 25 ) — — ( 25 ) The Company also incurred $ 9 million of Transaction-related costs for the year ended December 31, 2023, primarily for legal and advisory services that are included in Selling, general and administrative expenses in the Consolidated Statement of Operations. Share Repurchase Program On November 16, 2021, the Board of Directors authorized a $ 100 million share repurchase program valid until November 15, 2022, providing for the purchase of shares of Series A Preferred Stock and Common Stock. The share repurchase program was subsequently extended twice until December 31, 2023, and increased to an aggregate amount of $ 250 million. During the year ended December 31, 2023, the Company repurchased 38,574 shares of Series A Preferred Stock for less than $ 1 million, and 28,132,785 shares of Common Stock for $ 213 million under the program. The share repurchase program expired on December 31, 2023. On February 13, 2024, the Board of Directors authorized a new $ 350 million share repurchase program valid until December 31, 2024 . 80 Note 22. Accumulated Other Comprehensive Income (Loss) The changes in AOCI by component are shown below: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Foreign Exchange Translation Adjustment Balance at beginning of year $ ( 44 ) $ ( 43 ) $ ( 81 ) Other comprehensive income (loss) before reclassifications ( 13 ) ( 1 ) 38 Balance at end of year ( 57 ) (57) ( 44 ) ( 43 ) Pension Adjustments Balance at beginning of year ( 18 ) ( 9 ) ( 45 ) Other comprehensive income (loss) before reclassifications, net (1) 1 18 35 Amounts reclassified from AOCI, net ( 3 ) ( 27 ) 1 Balance at end of year ( 20 ) ( 18 ) ( 9 ) Changes in Fair Value of Effective Cash Flow Hedges Balance at beginning of year 13 7 ( 3 ) Other comprehensive income (loss) before reclassifications, net (2) ( 2 ) 24 11 Amounts reclassified from AOCI, net ( 13 ) ( 18 ) ( 1 ) Balance at end of year ( 2 ) 13 7 Changes in Fair Value of Net Investment Hedges Balance at beginning of year 85 41 — Other comprehensive income (loss) before reclassifications, net (3) ( 9 ) 44 41 Balance at end of year 76 85 41 Accumulated other comprehensive income (loss), end of year $ ( 3 ) $ 36 $ ( 4 ) (1) Net of tax expense (benefit) of $( 1 ) million, $ 2 million, and $( 7 ) million for the years ended December 31, 2023, 2022 and 2021, respectively. Amounts are included in the computation of net periodic benefit cost. See Note 26, Defined Benefit Pension Plans. (2) Net of tax expense (benefit) of $ 3 million, $( 2 ) million, and $( 1 ) million for the years ended December 31, 2023, 2022 and 2021, respectively. (3) Net of tax expense (benefit) of $ 1 million, $( 13 ) million, and $( 10 ) million for the years ended December 31, 2023, 2022 and 2021, respectively. 81 Reclassifications from accumulated other comprehensive income (loss) to income were as follows: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Pension Adjustments Reclassification to Non-operating (income) expense ( 3 ) ( 31 ) 1 Tax effect on reclassification to income — 4 — Amounts reclassified from AOCI, net ( 3 ) (3) ( 27 ) 1 Changes in Fair Value of Effective Cash Flow Hedges Reclassification forward currency exchange contracts to Cost of goods sold $ ( 23 ) $ ( 21 ) $ ( 1 ) Reclassification cross-currency swaps to Interest expense ( 3 ) — — Reclassification cross-currency swaps to Non-operating expense (income) 10 — — Tax effect on reclassification to income 3 3 — Amounts reclassified from AOCI, net ( 13 ) ( 18 ) ( 1 ) Total reclassifications for the year $ ( 16 ) $ ( 45 ) $ — Note 23. Stock-Based Compensation Cancellation of Incentive Awards As part of the Company's Emergence, the Plan provided for the acceleration of all outstanding awards under the Stock Incentive Plan. As of the Effective Date, all outstanding awards were cancelled as follows: • Restricted stock units ("RSUs") - 1,205,650 RSUs were settled for consideration of $ 6.25 per share, for a total cash settlement of $ 8 million of which $ 7 million was recorded to equity, and $ 1 million was recorded to Reorganization items, net in the Consolidated Statement of Operations. Measurement of the cash settlement value of RSU awards was performed on an individual grant basis. As of the Effective Date, unamortized stock compensation expense of $ 7 million was charged to Reorganization items, net in the Consolidated Statement of Operations. • Performance stock units - 228,765 PSUs were settled for consideration of $ 6.25 per share, for a total cash settlement of $ 1 million which was recorded to Reorganization items, net in the Consolidated Statement of Operations. • Stock options - All unvested stock options were considered “out of the money” and cancelled for no consideration. Unamortized stock compensation expense of $ 1 million was charged to Reorganization items, net in the Consolidated Statement of Operations. • Cash performance stock units ("CPSUs") - 2,069,897 CPSUs were settled for consideration of $ 1.00 per unit, for a total cash settlement of $ 2 million which was charged to Reorganization items, net in the Consolidated Statement of Operations. The cash settlement of an equity award is treated as the repurchase of an outstanding equity instrument. In accordance with ASC 718, all outstanding awards were cancelled with no replacement grant, therefore modification accounting was not applied. Continuity Awards In September 2020, one-time cash continuity awards (“Continuity Awards”) were granted to certain employees in exchange for the forfeiture of RSUs and PSUs that had been granted in February 2020. The Continuity Awards amounted to $ 11 million, with $ 9 million paid in September 2020 and the remaining $ 2 million paid in 2021. As the Continuity Awards were subject to a one-year service requirement, the combined transaction was accounted for as a modification to 82 liability-classified awards. The total incremental compensation cost resulting from the modification was $ 5 million. The Continuity Awards were fully vested as of December 31, 2021. 2021 Long-Term Incentive Plan On May 25, 2021, the Garrett Motion Inc. 2021 Long-Term Incentive Plan (the “Long-Term Incentive Plan”) was adopted. The Long-Term Incentive Plan provides for the grant of stock options, stock appreciation rights, performance awards, restricted stock units, restricted stock, other stock-based awards, and cash-based awards to employees and non-employee directors of Garrett or its affiliates, and independent contractors or consultants of Garrett. The maximum aggregate number of shares of our Common Stock that may be issued under the Long-Term Incentive Plan is 31,280,476 shares. As of December 31, 2023, an aggregate of 7,019,770 shares of our Common Stock were awarded, net of forfeitures and 24,260,706 shares of our Common Stock were available for future issuance under the Long-Term Incentive Plan. Restricted Stock Units RSUs are issued to certain key employees and directors at fair market value at the date of grant. RSUs typically vest over 3 years or 5 years and when vested, each unit entitles the holder to one share of our Common Stock. The following table summarizes information about RSU activity: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Non-vested at December 31, 2021 1,818,309 $ 8.31 Granted 1,096,012 6.46 Vested ( 436,992 ) 8.40 Forfeited ( 75,429 ) 7.38 Non-vested at December 31, 2022 2,401,900 $ 7.48 Granted 1,522,111 8.20 Vested ( 718,546 ) 7.46 Forfeited ( 170,020 ) 7.29 Non-vested at December 31, 2023 3,035,445 $ 7.86 As of December 31, 2023, there was $ 14 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.98 years. Performance Stock Units As of December 31, 2023, an aggregate of 2,828,787 PSU awards were granted to officers and certain key employees under the Long-Term Incentive Plan, which, upon vesting, entitles the holder to shares of our Common Stock. The actual number of shares an employee receives for each PSU depends on the Company’s performance against various measures. For PSUs granted in 2021, the performance measures are related to absolute total shareholder return (“TSR”) with stock price hurdles, Adjusted EBITDA and Adjusted EBITDA margin, weighted 60 %, 20 % and 20 %, respectively, over a two-year performance period from January 1, 2022 through December 31, 2023 for the TSR measure and a three-year performance period from January 1, 2021 through December 31, 2023 for the Adjusted EBITDA and Adjusted EBITDA margin measures. Each grantee is granted a target level of PSUs and may earn between 0 % and 100 % of the target level depending on achievement of the performance measures. For PSUs granted in 2022, the performance measures are based on Adjusted EBITDA and Adjusted EBITDA margin, weighted 50 % each, over a three-year performance period from January 1, 2022 through December 31, 2024. The PSUs vest at levels ranging from 0 % to 200 % of the target level depending on the Company’s performance against the financial measures. For PSUs granted in 2023, the performance measures are based on Adjusted EBITDA and Adjusted EBITDA margin, weighted 50 % each, over a three-year performance period from January 1, 2023 through December 31, 2025. The PSUs vest at levels ranging from 0 % to 200 % of the target level depending on the Company’s performance against the financial measures. 83 Additionally, certain PSUs were also granted in 2023 that included a performance measure for relative total shareholder return (“rTSR”) with stock price hurdles measured over a three-year performance period from January 1, 2023 to December 31, 2025. Each grantee is granted a target level of PSUs and may earn between 0 % and 200 % of the target level depending on the achievement of the rTSR. The awards associated with the TSR and rTSR performance measures are considered to have a market condition. A Monte-Carlo simulation model was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company over the performance period. This model requires an input of assumptions including the simulation term, the risk-free interest rate, a volatility estimate for the Company’s shares, and a dividend yield estimate. The simulation term was the period of time between performance period start date and the performance end date. The risk-free interest rate assumption was based on observed interest rates from the Treasury Constant Maturity yield curve consistent with the simulation term. The Company’s volatility estimate was based on the historical volatilities of peers over a historical period consistent with the simulation term. The Company does not expect to pay a dividend on the Common Stock during the applicable term. The fair value of the PSUs granted in 2021 and 2023 were estimated using the following assumptions: Monte Carlo Assumptions PSUs Granted in 2021 PSUs Granted in 2023 Volatility 64.01 % 85.01 % Dividend yield 0.00 % 0.00 % Risk-free interest rate 0.24 % 4.26 % The following table summarizes information about PSU activity related to both the Stock Incentive Plan and the Long-Term Incentive Plan for each of the periods presented: Number of Performance Stock Units Weighted Average Grant Date Fair Value Per Share Non-vested at December 31, 2021 1,472,875 $ 8.67 Granted 301,260 6.79 Vested — — Forfeited ( 52,092 ) 8.15 Non-vested at December 31, 2022 1,722,043 $ 8.60 Granted 1,204,831 9.37 Vested — — Forfeited ( 98,087 ) 7.91 Non-vested at December 31, 2023 2,828,787 $ 8.80 The fair value of the TSR-based PSUs is based on the output of the Monte Carlo simulation model noted above and the PSUs not containing a market condition are based on the fair market value of the Company’s common stock at the grant date. The number of underlying shares to be issued will be based on actual performance achievement over the performance period. The fair value of each PSU grant is amortized monthly into compensation expense on a graded vesting (accelerated) basis over a vesting period of 36 months. The accrual of compensation costs is based on our estimate of the final expected value of the award and is adjusted as required for the performance-based conditions. As the payout of PSUs granted in 2021 includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of those PSUs. The Company currently does not pay dividends on its common stock. As of December 31, 2023, there was $ 9 million of total unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of 1.83 years. Stock-Based Compensation Expense The following table summarizes the impact to the Consolidated Statement of Operations from the Company's incentive awards: 84 Year Ended December 31, 2023 2022 2021 (Dollars in millions) RSUs $ 9 $ 6 $ 4 PSUs 5 5 2 Stock-based compensation expense 14 11 6 Continuity Awards — — 5 Reorganization items, net — — 9 Future income tax benefits recognized 2 1 2 Note 24. Earnings Per Share Earnings per share is calculated using the two-class method pursuant to the issuance of our Series A Preferred Stock on the Effective Date. Our Series A Preferred Stock, which was converted into Common Stock pursuant to the Transaction, was considered a participating security because holders of the Series A Preferred Stock were entitled to such dividends paid to holders of Common Stock to the same extent on an as-converted basis. The two-class method requires an allocation of earnings to all securities that participate in dividends with common shares, such as our Series A Preferred Stock, to the extent that each security may share in the entity’s earnings. Basic earnings per share are then calculated by dividing undistributed earnings allocated to common stock by the weighted average number of common shares outstanding for the period. The Series A Preferred Stock was not included in the computation of basic earnings per share in periods in which we have a net loss, as the Series A Preferred Stock was not contractually obligated to share in our net losses. Diluted earnings per share are calculated using the more dilutive of the two-class or if-converted methods. The two-class method uses net income available to common shareholders and assumes conversion of all potential shares other than the participating securities. The if-converted method uses net income and assumes conversion of all potential shares including the participating securities. 85 The details of the earnings per share calculations for the years ended December 31, 2023, 2022 and 2021 are as follows: Year Ended December 31 2023 2022 2021 (Dollars in millions except per share amounts) Basic earnings per share: Net Income $ 261 $ 390 $ 495 Less: preferred stock dividend ( 80 ) ( 157 ) ( 97 ) Less: preferred stock deemed dividends ( 232 ) — — Net (loss) income available for distribution ( 51 ) 233 398 Less: earnings allocated to participating securities — ( 184 ) ( 280 ) Net (loss) income available to common shareholders ( 51 ) 49 118 Weighted average common shares outstanding - Basic 166,595,397 64,708,635 69,706,183 EPS – Basic $ ( 0.31 ) $ 0.75 $ 1.69 Diluted earnings per share: Method used: Two-class Two-class If-converted Weighted average common shares outstanding - Basic 166,595,397 64,708,635 69,706,183 Dilutive effect of unvested RSUs and other contingently issuable shares — 367,357 28,155 Dilutive effect of participating securities — — 247,768,962 Weighted average common shares outstanding – Diluted 166,595,397 65,075,992 317,503,300 EPS – Diluted $ ( 0.31 ) $ 0.75 $ 1.56 For the periods where a net loss attributable to common shareholders is present, dilutive securities have been excluded from the calculation of diluted net loss per share attributable to common stockholders as including them would have been anti-dilutive. For the year ended December 31, 2023, the weighted-average number of unvested RSUs and other contingently issuable shares excluded from the computations was 1,490,117 shares. The diluted earnings per share calculations exclude the effect of stock options when the options’ assumed proceeds exceed the average market price of the common shares during the period. For the years ended December 31, 2021, the weighted average number of stock options excluded from the computations was 131,623 . There were no options outstanding as of December 31, 2023 and 2022, 2021. Note 25. Commitments and Contingencies Securities Litigation On September 25, 2020, a putative securities class action complaint was filed against Garrett Motion Inc. and certain current and former Garrett officers and directors in the United States District Court for the Southern District of New York. The case bears the caption : Steven Husson, Individually and On Behalf of All Others Similarly Situated, v. Garrett Motion Inc., Olivier Rabiller, Alessandro Gili, Peter Bracke, Sean Deason, and Su Ping Lu , Case No. 1:20-cv-07992-JPC (SDNY) (the “Husson Action”). The Husson Action asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for securities fraud and control person liability. On September 28, 2020, the plaintiff sought to voluntarily dismiss his claim against Garrett Motion Inc. in light of the Company’s bankruptcy; this request was granted. On October 5, 2020, another putative securities class action complaint was filed against certain current and former Garrett officers and directors in the United States District Court for the Southern District of New York. This case bears the caption: The Gabelli Asset Fund, The Gabelli Dividend & Income Trust, The Gabelli Value 25 Fund Inc., The Gabelli Equity Trust Inc., SM Investors LP and SM Investors II LP, on behalf of themselves and all others similarly situated, v. Su Ping Lu, Olivier Rabiller, Alessandro Gili, Peter Bracke, Sean Deason, Craig Balis, Thierry Mabru, Russell James, Carlos M. Cardoso, Maura J. Clark, Courtney M. Enghauser, Susan L. Main, Carsten Reinhardt, and Scott A. Tozier , Case No. 1:20-cv-08296-JPC (SDNY) (the “Gabelli Action”). The Gabelli Action also asserted claims under Sections 10(b) and 20(a) of the Exchange Act. 86 On November 5, 2020, another putative securities class action complaint was filed against certain current and former Garrett officers and directors in the United States District Court for the Southern District of New York. This case bears the caption: Joseph Froehlich, Individually and On Behalf of All Others Similarly Situated, v. Olivier Rabiller, Allesandro Gili, Peter Bracke, Sean Deason, and Su Ping Lu , Case No. 1:20-cv-09279-JPC (SDNY) (the “Froehlich Action”). The Froehlich Action also asserted claims under Sections 10(b) and 20(a) of the Exchange Act. The actions were assigned to Judge John P. Cronan. On November 24, 2020, competing motions were filed seeking the appointment of lead plaintiff and lead counsel and the consolidation of the Husson, Gabelli, and Froehlich Actions. On December 8, 2020, counsel for the plaintiffs in the Gabelli Action — the Entwistle & Cappucci law firm — filed an unopposed stipulation and proposed order that would (1) appoint the plaintiffs in the Gabelli Action — the “Gabelli Entities” — the lead plaintiffs; (2) would appoint Entwistle & Cappucci as lead counsel for the plaintiff class; and (3) consolidate the Gabelli Action, the Husson Action, and the Froehlich Action (the “Consolidated D&O Action”). On January 21, 2021, the Court granted the motion to consolidate the actions and granted the Gabelli Entities’ motions for appointment as lead plaintiff and for selection of lead counsel. On February 25, 2021, plaintiffs filed a Consolidated Amended Complaint. The Company’s insurer, AIG, has accepted the defense, subject to the customary reservation of rights. The Company agreed with the Gabelli Entities and their lead counsel to permit a class claim to be recognized in the bankruptcy court and to have securities claims against the Company to be litigated in the district court alongside the Consolidated D&O Action. The Gabelli Entities have agreed that any recoveries against Garrett Motion Inc. on account of securities claims litigated through the class claim are limited to available insurance policy proceeds. On July 2, 2021, the bankruptcy court entered an order approving the joint request from the Company and the Gabelli Entities to handle the securities claims against Garrett Motion Inc. in this manner. The Gabelli Entities were authorized, and on July 22, 2021 filed a second amended complaint to add claims against Garrett Motion Inc. On August 11, 2021, Garrett Motion Inc., Olivier Rabiller, Alessandro Gili, Peter Bracke, Sean Deason, Russell James, Carlos Cardoso, Maura Clark, Courtney Enghauser, Susan Main, Carsten Reinhardt, and Scott Tozier filed a motion to dismiss with respect to claims asserted against them. On the same day, Su Ping Lu, who is represented separately, filed a motion to dismiss with respect to the claims asserted against her. Lead plaintiffs’ opposition to the motions to dismiss was filed on October 26, 2021, and the defendant's reply briefs were filed on or before December 8, 2021. On March 31, 2022, the judge dismissed the complaints entirely - Su Ping Lu's motion to dismiss was granted with prejudice while the court granted the plaintiffs 30 days to file a third amended complaint against the Company and the other defendants. On May 2, 2022, the plaintiffs filed a Third Amended Complaint (“TAC”) against all of the foregoing Defendants apart from Alessandro Gili and Su Ping Lu. On June 24, 2022, defendants moved to dismiss the TAC in its entirety, with prejudice. Plaintiffs filed their opposition on August 16, 2022, and defendants filed their reply brief on September 23, 2022. On September 22, 2022, the action was reassigned from Judge John P. Cronan to Judge Jennifer L. Rochon, who was recently appointed. On March 31, 2023, the action was dismissed with prejudice. On April 19, 2023, the plaintiffs filed a timely notice of appeal of the trial court's decision to the United States Court of Appeals for the Second Circuit. The plaintiffs filed their opening brief on August 1, 2023. The defendants filed their opposition on October 31, 2023 and the plaintiffs filed their reply brief on November 21, 2023. No date for oral argument has yet been set by the Court. Brazilian Tax Matters 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 (“Befiex Credits”) between January 2017 and February 2020. The infraction notice results in a loss contingency that may or may not ultimately be incurred by the Company. The estimated total amount of the contingency as of December 31, 2023 was $ 39 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. Other Matters 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, 87 employee benefit plans, intellectual property and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence 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. 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. Year Ended December 31, 2023 2022 (Dollars in millions) Beginning of year $ 28 $ 32 Accruals for warranties/guarantees issued during the year 13 15 Settlement of warranty/guarantee claims ( 14 ) ( 17 ) Foreign currency translation — ( 2 ) $ 27 $ 28 Note 26. Defined Benefit Pension Plans We sponsor several funded U.S. and non-U.S. defined benefit pension plans. Pension benefits for many of our U.S. employees are provided through a non-contributory, qualified defined benefit plan. We also sponsor defined benefit pension plans which cover non-U.S. employees who are not U.S. citizens, in Switzerland and Ireland. Other pension plans outside of the U.S. are not material to the Company either individually or in the aggregate. The following tables summarize the balance sheet impact, including the benefit obligations, assets and funded status associated with our significant pension plans. 88 Pension Benefits U.S. Plans U.S. Plans Non-U.S. Plans Non-U.S. Plans 2023 2022 2023 2022 (Dollars in millions) Change in benefit obligation: Benefit obligation at beginning of the year $ 168 $ 208 $ 167 $ 229 Service cost — 1 6 7 Interest cost 8 5 5 2 Actuarial losses (gains) 5 ( 39 ) 7 ( 65 ) Benefits paid and employee contributions ( 10 ) ( 10 ) 2 3 Settlements and curtailments (1) — — ( 16 ) ( 10 ) Foreign currency translation — — 11 ( 9 ) Other — 3 4 10 Benefit obligation at end of the year 171 168 186 167 Change in plan assets: Fair value of plan assets at beginning of the year 169 223 152 182 Actual return on plan assets 14 ( 44 ) 16 ( 28 ) Employer contributions — — 7 7 Benefits paid and employee contributions ( 10 ) ( 10 ) 2 3 Settlements and curtailments (1) — — ( 16 ) ( 10 ) Foreign currency translation — — 10 ( 7 ) Other — — 4 5 Fair value of plan assets at end of year 173 169 175 152 Funded status of plans $ 2 $ 1 $ ( 11 ) $ ( 15 ) Amounts recognized in Consolidated Balance Sheet consist of: Non-current assets (2) 2 1 9 2 Non-current liabilities (3) — — ( 20 ) ( 17 ) Net amount recognized $ 2 $ 1 $ ( 11 ) $ ( 15 ) (1) In Switzerland, the total lump sum benefit payments of $ 16 million and $ 10 million were greater than the service cost and interest cost for the years ended December 31, 2023 and 2022, respectively, therefore settlement accounting was applied. Following the settlement accounting, part of the previously unrecognized gain amounting to approximately $ 1 million and $ 1 million, respectively, was recognized as a gain on pension settlement. (2) Included in Other assets in the Consolidated Balance Sheets. (3) Included in Other liabilities in the Consolidated Balance Sheets. Amounts recognized in AOCI associated with our significant pension and other postretirement benefit plans as of December 31, 2023 and 2022 are as follow: Pension Benefits U.S. Plans U.S. Plans Non-U.S. Plans Non-U.S. Plans 2023 2022 2023 2022 (Dollars in millions) Prior service cost (credit) $ — $ ( 1 ) $ ( 7 ) $ ( 7 ) Net actuarial loss (gain) 11 13 ( 12 ) ( 14 ) Net amount recognized $ 11 $ 12 $ ( 19 ) $ ( 21 ) 89 The components of net periodic benefit (income) cost for our significant pension and other postretirement benefit plans are as follow: Pension Benefits U.S. Plans Non-U.S. Plans Net Periodic Benefit Cost 2023 2022 2021 2023 2022 2021 (Dollars in millions) Service cost $ — $ 1 $ 1 $ 6 $ 7 $ 10 Interest cost 8 5 4 5 2 1 Expected return on plan assets ( 8 ) ( 9 ) ( 10 ) ( 9 ) ( 6 ) ( 6 ) Amortization of prior service (credit) cost — — — ( 1 ) ( 1 ) ( 1 ) Recognition of actuarial (gains) losses — — — ( 1 ) ( 27 ) — Settlements and curtailments — — — ( 1 ) ( 1 ) — Net periodic benefit (income) cost $ — $ ( 3 ) $ ( 5 ) $ ( 1 ) $ ( 26 ) $ 4 The components of net periodic benefit (income) cost and other amounts recognized in Other comprehensive (income) loss for our significant pension and other postretirement benefit plans include the following components: Other Changes in Plan Assets and Benefits Obligations Recognized in Other Comprehensive (Income) Loss U.S. Plans Non-U.S. Plans 2023 2022 2021 2023 2022 2021 (Dollars in millions) Actuarial (gains) losses $ ( 1 ) $ 14 $ ( 10 ) $ — $ ( 33 ) $ ( 34 ) Prior service (credit) cost — — — — — — Recognition of prior service credit (cost) — — — 1 1 1 Recognition of actuarial gains (losses) — — — 2 30 — Foreign currency translation — — — ( 2 ) — — Total recognized in other comprehensive (income) loss $ ( 1 ) $ 14 $ ( 10 ) $ 1 $ ( 2 ) $ ( 33 ) Total recognized in net periodic benefit (income) cost and other comprehensive (income) loss $ ( 1 ) $ 11 $ ( 15 ) $ — $ ( 28 ) $ ( 29 ) The main actuarial assumptions used in determining the benefit obligations and net periodic benefit (income) cost for our significant benefit plans are presented in the following table as weighted averages. Pension Benefits U.S. Plans Non-U.S. Plans 2023 2022 2021 2023 2022 2021 Actuarial assumptions used to determine benefit obligations as of December 31: Discount rate 5.02 % 5.21 % 2.95 % 2.36 % 2.91 % 0.86 % Expected annual rate of compensation increase 3.00 % 4.98 % 3.20 % 2.38 % 4.93 % 2.07 % Interest credited to accounts (1) — % — % — % 2.65 % 3.00 % 1.50 % Actuarial assumptions used to determine net periodic benefit (income) cost for years ended December 31: Discount rate—benefit obligation 5.21 % 2.95 % 2.65 % 2.91 % 0.80 % 0.46 % Discount rate—service cost 5.23 % 3.00 % 3.37 % 2.91 % 0.82 % 0.23 % Discount rate—interest cost 5.09 % 2.38 % 2.86 % 2.94 % 0.73 % 0.63 % Expected rate of return on plan assets 4.98 % 3.97 % 4.88 % 4.94 % 3.36 % 3.60 % Expected annual rate of compensation increase 3.00 % 3.20 % 3.57 % 2.43 % 1.99 % 1.80 % (1) Only applicable to the defined benefit pension plan in Switzerland. 90 The discount rates for our significant pension plans reflect the current rates at which the associated liabilities could be settled at the measurement date of December 31, 2023 . To determine the discount rates, we use a modeling process that involves matching the expected cash outflows of our benefit plans to a yield curve constructed from a portfolio of high quality, fixed-income debt instruments. We use the single weighted-average yield of this hypothetical portfolio as a discount rate benchmark. For both our U.S. and non-U.S. defined benefit pension plans, we estimate the service and interest cost components of net period 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. For non-U.S. benefit plans, actuarial assumptions reflect economic and market factors relevant to each country. The following amounts relate to our significant pension plans with accumulated benefit obligations exceeding the fair value of plan assets. December 31, U.S. Plans Non-U.S. Plans 2023 2022 2023 2022 (Dollars in millions) Projected benefit obligation $ — $ — $ 87 $ 89 Accumulated benefit obligation — — 84 85 Fair value of plan assets — — 76 72 Our U.S. pension asset investment strategy focuses on maintaining a diversified portfolio using various asset classes in order to achieve market exposure and diversification on a risk adjusted basis. Our target allocations are as follows: 91 % fixed income investments, 8 % global equity securities, and 1 % real estate investments. Fixed income investments include corporate and government issues with a target duration close to that of the plan liability. Global equity securities include mutual funds that invest in companies located both inside and outside the United States. The real estate fund invests in real estate investment trusts – companies that purchase office buildings, hotels and other real estate property. Our assets are reviewed on a daily basis to ensure that we are within the targeted asset allocation ranges and, if necessary, asset balances are adjusted back within target allocations. Our non-U.S. pension assets are typically managed by decentralized fiduciary committees. Our non-U.S. investment policies are different for each country as local regulations, funding requirements, and financial and tax considerations are part of the funding and investment allocation process in each country. 91 The fair values of both our U.S. and non-U.S. pension plans assets by asset category are as follows: U.S. Plans December 31, 2023 Total Level 1 Level 2 Level 3 (Dollars in millions) Cash and cash equivalents $ 3 $ 3 $ — $ — Equity funds 7 — 7 — Government bond funds 51 — 51 — Corporate bond funds 103 — 103 — Real estate funds 7 — 7 — Other 2 — 2 — Total assets at fair value $ 173 $ 3 $ 170 $ 170 $ — U.S. Plans December 31, 2022 Total Level 1 Level 2 Level 3 (Dollars in millions) Cash and cash equivalents $ 1 $ 1 $ — $ — Equity funds 21 — 21 — Government bond funds 36 — 36 — Corporate bond funds 97 — 97 — Real estate funds 11 — 11 — Other 3 — 3 — Total assets at fair value $ 169 $ 1 $ 168 $ — Non-U.S. Plans December 31, 2023 Total Level 1 Level 2 Level 3 (Dollars in millions) Cash and cash equivalents $ 7 $ 7 $ — $ — Money market funds 28 28 — — Equity funds 56 — 56 — Government bond funds 20 — 20 — Real estate funds 17 — 17 — Diversified mutual funds 40 — 40 — Other 7 — 7 — Total assets at fair value $ 175 $ 35 $ 140 $ — 92 Non-U.S. Plans December 31, 2022 Total Level 1 Level 2 Level 3 (Dollars in millions) Cash and cash equivalents $ 3 $ 3 $ — $ — Equity funds 83 — 83 — Government bond funds 27 — 27 — Corporate bond funds 9 — 9 — Real estate funds 17 — 17 — Other 13 — 13 — Total assets at fair value $ 152 $ 3 $ 149 $ — Equity funds, corporate bond funds, government bond funds, real estate funds, swap funds and short-term investments are valued either by bids provided by brokers or dealers or quoted prices of securities with similar characteristics. Other includes diversified mutual funds. These investments are valued at estimated fair value based on quarterly financial information received from the investment advisor and/or general partner. Our general funding policy for qualified defined benefit pension plans is to contribute amounts at least sufficient to satisfy regulatory funding standards. We were not required to make any contributions to our U.S. pension plan in 2023. In 2023, contributions of $ 7 million were made to our non-U.S. pension plans to satisfy regulatory funding requirements. In 2024, we expect to make contributions of cash and/or marketable securities of approximately $ 7 million to our non-U.S. pension plans to satisfy regulatory funding standards. Contributions for both our U.S. and non-U.S. pension plans do not reflect benefits paid directly from Company assets. Benefit payments, including amounts to be paid from Company assets, and reflecting expected future service, as appropriate, are expected to be paid as follows: U.S. Plans Non-U.S. Plans (Dollars in millions) 2024 $ 11 $ 4 2025 12 5 2026 12 6 2027 12 6 2028 12 7 2029-2033 61 46 Note 27. Concentrations Sales concentration —Net sales by region (determined based on country of shipment) and channel are as follows: Year Ended December 31, 2023 OEM Aftermarket Other Total (Dollars in millions) United States $ 539 $ 200 $ 5 $ 744 Europe 1,654 179 41 1,874 Asia 1,132 52 17 1,201 Other International 42 25 — 67 $ 3,367 $ 456 $ 63 $ 3,886 93 Year Ended December 31, 2022 OEM Aftermarket Other Total (Dollars in millions) United States $ 478 $ 213 $ 3 $ 694 Europe 1,550 157 27 1,734 Asia 1,031 47 24 1,102 Other International 48 25 — 73 $ 3,107 $ 442 $ 54 $ 3,603 Year Ended December 31, 2021 OEM Aftermarket Other Total (Dollars in millions) United States $ 383 $ 176 $ 6 $ 565 Europe 1,602 155 27 1,784 Asia 1,153 50 28 1,231 Other International 28 25 — 53 $ 3,166 $ 406 $ 61 $ 3,633 Customer concentration —Net sales to Garrett’s largest customers and the corresponding percentage of total net sales are as follows: Net sales Year Ended December 31, 2023 % 2022 % 2021 % (Dollars in millions) Customer A $ 364 9 $ 350 10 $ 347 10 Customer B 474 12 444 12 480 13 Others 3,048 79 2,809 78 2,806 77 $ 3,886 100 $ 3,603 100 $ 3,633 100 Long-lived assets concentration — Long-lived assets by region are as follows: Long-lived Assets (1) December 31 2023 2022 (Dollars in millions) United States $ 12 $ 16 Europe 288 276 Asia 154 158 Other International 23 20 $ 477 $ 470 (1) Long-lived assets are comprised of property, plant and equipment–net. Supplier concentration —The Company’s largest supplier accounted for 6 %, 7 % and 6 % of direct materials purchases for the years ended December 31, 2023, 2022 and 2021, respectively. Note 28. Unaudited Quarterly Financial Information The following tables show selected unaudited quarterly results of operations for the years ended December 31, 2023 and 2022. The quarterly data have been prepared on the same basis as the audited annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair statement of our results of operations for these periods. 94 2023 March 31 June 30 September 30 December 31 Year Ended December 31 (Dollars in millions) Net sales $ 970 $ 1,011 $ 960 $ 945 $ 3,886 Gross profit 189 202 176 189 756 Net income 81 71 57 52 261 Net income (loss) available for distribution 41 ( 201 ) 57 52 ( 51 ) Earnings (loss) per share - basic 0.13 ( 1.88 ) 0.23 0.22 ( 0.31 ) Earnings (loss) per share - diluted 0.13 ( 1.88 ) 0.23 0.22 ( 0.31 ) Earnings (loss) per share - diluted method (1) Two-class Two-class Two-class 2022 March 31 June 30 September 30 December 31 Year Ended December 31 (Dollars in millions) Net sales $ 901 $ 859 $ 945 $ 898 $ 3,603 Gross profit 175 169 178 161 683 Net income 88 85 105 112 390 Net income available for distribution 50 46 65 72 233 Earnings per share - basic 0.15 0.15 0.21 0.23 0.75 Earnings per share - diluted 0.15 0.15 0.21 0.23 0.75 Earnings per share - diluted method Two-class Two-class Two-class Two-class Two-class (1) As our Series A Preferred Stock was converted into Common Stock pursuant to the Transaction, diluted earnings per share for the quarters ended September 30, 2023 and December 31, 2023 is computed using the weighted-average number of common shares outstanding during the period plus the dilutive effect of common stock equivalents using the treasury stock method. 95 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.