X0206 3 2021-04-30 0 0001735707 Garrett Motion Inc. GTX 0001605056 Adamczyk Darius 300 SOUTH TRYON STREET CHARLOTTE NC 28202 1 0 1 0 0000773840 HONEYWELL INTERNATIONAL INC 300 SOUTH TRYON STREET CHARLOTTE NC 28202 0 0 1 1 See Remarks Common Stock 2896116 I See Footnote Series B Preferred Stock 834800000 I See Footnote Series A Cumulative Convertible Preferred Stock 5.25 Common Stock 4196330 I See Footnote Represents shares of common stock, par value $0.001 per share (the "Common Stock"), of Garrett Motion Inc. (the "Company") held by Honeywell International Inc. ("Honeywell") that Honeywell received for each of the 2,896,116 shares of common stock, $0.001 par value per share, Honeywell owned in the pre-reorganized Company in connection with the Company's emergence from bankruptcy on April 30, 2021. The shares of Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), are held by Honeywell Holdings International Inc, a wholly-owned subsidiary of Honeywell, and are not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not convertible into shares of Common Stock or any other securities of the Company. Represents shares of Series A Cumulative Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), of the Company held by Honeywell. The shares of Series A Preferred Stock are convertible into shares of Common Stock of the Company upon the events specified in the Company's Certificate of Designations of Series A Cumulative Convertible Preferred Stock (the "Series A Certificate of Designations"). The Series A Preferred Stock does not have an expiration date. Honeywell may convert at its option its shares of Series A Preferred Stock into shares of Common Stock at a conversion rate equal to $5.25, which is the stated amount of each share of Series A Preferred Stock, divided by $5.25, which is the conversion price of each share of Series A Preferred Stock (subject to adjustments as described in the Series A Certificate of Designations). Darius Adamczyk is the Chief Executive Officer of Honeywell and, in such capacity, may be deemed to have voting and/or dispositive power with respect to the securities owned by Honeywell in the Company. Mr. Adamczyk expressly disclaims beneficial ownership of the shares held by Honeywell. Darius Adamczyk, the Chief Executive Officer of Honeywell, was appointed to the board of directors of the Company as an appointee of Honeywell. As a result, Honeywell may be deemed to be a "director by deputization" of the Company for purposes of Section 16 of the Exchange Act. /s/ Darius Adamczyk 2021-05-10 /s/ Anne T. Madden, Senior Vice President and General Counsel of Honeywell International Inc. 2021-05-10