8-K
Adient plc (ADNT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 28, 2025
ADIENT PLC
(Exact name of registrant as specified in its charter)
| Ireland | 001-37757 | 98-1328821 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 3 Dublin Landings, North Wall Quay<br><br>Dublin 1, Ireland D01 H104 | ||
| --- | ||
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: 734-254-5000
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of class | Trading symbol(s) | Name of exchange on which registered |
|---|---|---|
| Ordinary Shares, par value $0.001 | ADNT | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On January 28, 2025, Adient plc (the “Company”) issued a news release announcing its financial results for the first quarter ended December 31, 2024. The news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| EXHIBIT INDEX | |
|---|---|
| Exhibit No. | Exhibit Description |
| 99.1 | Adient plc News Release dated January 28, 2025 |
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADIENT PLC | ||
|---|---|---|
| Date: January 28, 2025 | By: | /s/ Heather M. Tiltmann |
| Name: | Heather M. Tiltmann | |
| Title: | Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary |
Document
Exhibit 99.1
Appendix
Page 1
Adient plc
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions, except per share data) | 2024 | 2023 | ||
| Net sales | $ | 3,495 | $ | 3,660 |
| Cost of sales | 3,279 | 3,414 | ||
| Gross profit | 216 | 246 | ||
| Selling, general and administrative expenses | 125 | 147 | ||
| Restructuring and impairment costs | 23 | 11 | ||
| Equity income | 25 | 23 | ||
| Earnings before interest and income taxes | 93 | 111 | ||
| Net financing charges | 45 | 44 | ||
| Other pension expense | 1 | 2 | ||
| Income before income taxes | 47 | 65 | ||
| Income tax expense | 22 | 20 | ||
| Net income | 25 | 45 | ||
| Income attributable to noncontrolling interests | 25 | 25 | ||
| Net income attributable to Adient | $ | — | $ | 20 |
| Diluted earnings per share | $ | — | $ | 0.21 |
| Shares outstanding at period end | 83.9 | 91.2 | ||
| Diluted weighted average shares | 84.7 | 93.6 |
Appendix
Page 2
Adient plc
Condensed Consolidated Statements of Financial Position
(Unaudited)
| December 31, | September 30, | |||
|---|---|---|---|---|
| (in millions) | 2024 | 2024 | ||
| Assets | ||||
| Cash and cash equivalents | $ | 860 | $ | 945 |
| Accounts receivable - net | 1,415 | 1,896 | ||
| Inventories | 721 | 758 | ||
| Other current assets | 523 | 487 | ||
| Current assets | 3,519 | 4,086 | ||
| Property, plant and equipment - net | 1,334 | 1,410 | ||
| Goodwill | 2,091 | 2,164 | ||
| Other intangible assets - net | 344 | 371 | ||
| Investments in partially-owned affiliates | 318 | 338 | ||
| Assets held for sale | 7 | 8 | ||
| Other noncurrent assets | 920 | 974 | ||
| Total assets | $ | 8,533 | $ | 9,351 |
| Liabilities and Shareholders' Equity | ||||
| Short-term debt | $ | 8 | $ | 9 |
| Accounts payable and accrued expenses | 2,524 | 2,910 | ||
| Other current liabilities | 719 | 759 | ||
| Current liabilities | 3,251 | 3,678 | ||
| Long-term debt | 2,394 | 2,396 | ||
| Other noncurrent liabilities | 665 | 743 | ||
| Redeemable noncontrolling interests | 62 | 91 | ||
| Shareholders' equity attributable to Adient | 1,877 | 2,134 | ||
| Noncontrolling interests | 284 | 309 | ||
| Total liabilities and shareholders' equity | $ | 8,533 | $ | 9,351 |
Appendix
Page 3
Adient plc
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Operating Activities | ||||
| Net income attributable to Adient | $ | — | $ | 20 |
| Income attributable to noncontrolling interests | 25 | 25 | ||
| Net income | 25 | 45 | ||
| Adjustments to reconcile net income to cash provided (used) by operating activities: | ||||
| Depreciation | 69 | 72 | ||
| Amortization of intangibles | 11 | 11 | ||
| Pension and postretirement benefit expense | 2 | 3 | ||
| Pension and postretirement contributions, net | (8) | (10) | ||
| Equity in earnings of partially-owned affiliates, net of dividends received | (15) | (6) | ||
| Gain on sale of interests in nonconsolidated partially-owned affiliates | (4) | — | ||
| Deferred income taxes | 7 | (6) | ||
| Non-cash impairment charges | 10 | — | ||
| Equity-based compensation | 5 | 13 | ||
| Other | (3) | — | ||
| Changes in assets and liabilities: | ||||
| Receivables | 402 | 234 | ||
| Inventories | 6 | 29 | ||
| Other assets | (70) | (81) | ||
| Accounts payable and accrued liabilities | (329) | (265) | ||
| Accrued income taxes | 1 | 2 | ||
| Cash provided (used) by operating activities | 109 | 41 | ||
| Investing Activities | ||||
| Capital expenditures | (64) | (55) | ||
| Sale of property, plant and equipment | 6 | 14 | ||
| Business divestitures | 27 | (3) | ||
| Other | (3) | — | ||
| Cash provided (used) by investing activities | (34) | (44) | ||
| Financing Activities | ||||
| Increase (decrease) in short-term debt | (1) | 5 | ||
| Repayment of long-term debt | (2) | — | ||
| Debt financing costs | (1) | — | ||
| Share repurchases | (25) | (100) | ||
| Acquisition of a noncontrolling interest | (28) | — | ||
| Dividends paid to and other transactions with noncontrolling interests | (42) | (48) | ||
| Share based compensation and other | (3) | (12) | ||
| Cash provided (used) by financing activities | (102) | (155) | ||
| Effect of exchange rate changes on cash and cash equivalents | (58) | 38 | ||
| Increase (decrease) in cash and cash equivalents | $ | (85) | $ | (120) |
Appendix
Page 4
Footnotes
- Segment Results
Adient manages its business on a geographic basis and operates in the following three reportable segments for financial reporting purposes: 1) Americas, which is inclusive of North America and South America; 2) Europe, the Middle East and Africa ("EMEA") and 3) Asia Pacific/China ("Asia").
Adient evaluates the performance of its reportable segments using an adjusted EBITDA metric defined as income before income taxes and noncontrolling interests, excluding net financing charges, restructuring and impairment costs, restructuring related-costs, net mark-to-market adjustments on pension and postretirement plans, transaction gains/losses, purchase accounting amortization, depreciation, stock-based compensation and other non-recurring items. Also, certain corporate-related costs are not allocated to the segments. The reportable segments are consistent with how management views the markets served by Adient and reflect the financial information that is reviewed by its chief operating decision maker.
Financial information relating to Adient's reportable segments is as follows:
| (in millions) | Three months ended December 31, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Americas | EMEA | Asia | Corporate/Eliminations | Consolidated | ||||||||||
| Net sales | $ | 1,611 | $ | 1,129 | $ | 772 | $ | (17) | $ | 3,495 | ||||
| Adjusted EBITDA | $ | 85 | $ | 22 | $ | 111 | $ | (22) | $ | 196 | ||||
| Adjusted EBITDA margin | 5.3 | % | 1.9 | % | 14.4 | % | N/A | 5.6 | % | |||||
| Three months ended December 31, 2023 | ||||||||||||||
| Americas | EMEA | Asia | Corporate/Eliminations | Consolidated | ||||||||||
| Net sales | $ | 1,647 | $ | 1,268 | $ | 770 | $ | (25) | $ | 3,660 | ||||
| Adjusted EBITDA | $ | 80 | $ | 45 | $ | 114 | $ | (23) | $ | 216 | ||||
| Adjusted EBITDA margin | 4.9 | % | 3.5 | % | 14.8 | % | N/A | 5.9 | % |
Appendix
Page 5
The following is a reconciliation of Adient's reportable segments' adjusted EBITDA to income before income taxes:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Adjusted EBITDA | ||||
| Americas | $ | 85 | $ | 80 |
| EMEA | 22 | 45 | ||
| Asia | 111 | 114 | ||
| Subtotal | 218 | 239 | ||
| Corporate-related costs (1) | (22) | (23) | ||
| Restructuring and impairment costs (2) | (23) | (11) | ||
| Purchase accounting amortization (3) | (11) | (11) | ||
| Restructuring related activities (4) | (1) | 9 | ||
| Gain (loss) on disposal transactions (5) | 4 | (8) | ||
| Equity based compensation (6) | (5) | (13) | ||
| Depreciation | (69) | (72) | ||
| Other items (7) | 2 | 1 | ||
| Earnings before interest and income taxes | $ | 93 | $ | 111 |
| Net financing charges | (45) | (44) | ||
| Other pension expense | (1) | (2) | ||
| Income before income taxes | $ | 47 | $ | 65 |
Refer to the Footnote Addendum for footnote explanations.
- Earnings Per Share
The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions, except per share data) | 2024 | 2023 | ||
| Income available to shareholders | ||||
| Net income attributable to Adient | $ | — | $ | 20 |
| Weighted average shares outstanding | ||||
| Basic weighted average shares outstanding | 84.4 | 92.9 | ||
| Effect of dilutive securities: | ||||
| Unvested restricted stock and unvested performance share awards | 0.3 | 0.7 | ||
| Diluted weighted average shares outstanding | 84.7 | 93.6 | ||
| Earnings per share: | ||||
| Basic | $ | — | $ | 0.22 |
| Diluted | $ | — | $ | 0.21 |
The effect of common stock equivalents which would have been anti-dilutive was excluded from the calculation of diluted earnings per share for the three months ended December 31, 2024 and 2023.
Appendix
Page 6
- Non-GAAP Measures
Adjusted EBIT, adjusted EBIT margin, adjusted EBITDA, adjusted EBITDA margin, adjusted net income attributable to Adient, adjusted effective tax rate, adjusted earnings per share, adjusted equity income, adjusted interest expense, free cash flow, net debt, and net leverage ratio as well as other measures presented on an adjusted basis are not recognized terms under U.S. GAAP and do not purport to be alternatives to the most comparable U.S. GAAP amounts. Since all companies do not use identical calculations, our definition and presentation of these measures may not be comparable to similarly titled measures reported by other companies. Management uses the identified non-GAAP measures to evaluate the operating performance of Adient and its business segments and to forecast future periods. Management believes these non-GAAP measures assist investors and other interested parties in evaluating Adient's on-going operations and provide important supplemental information to management and investors regarding financial and business trends relating to Adient's financial condition and results of operations. Investors should not consider these non-GAAP measures as alternatives to the related GAAP measures. Reconciliations of non-GAAP measures to their closest U.S. GAAP equivalent are presented in the corresponding tables that follow the definitions below. Reconciliations of non-GAAP measures related to guidance for any future period have not been provided due to the unreasonable efforts it would take to provide such reconciliations.
Table
| (a) | Adjusted EBIT is defined as income before income taxes and noncontrolling interests excluding net financing charges, restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, other significant non-recurring items, and net mark-to-market adjustments on pension and postretirement plans. Adjusted EBIT margin is adjusted EBIT as a percentage of net sales. |
|---|---|
| (b) | Adjusted EBITDA is defined as adjusted EBIT excluding depreciation and equity based compensation. Certain corporate-related costs are not allocated to the business segments in determining Adjusted EBITDA. Adjusted EBITDA margin is adjusted EBITDA as a percentage of net sales. |
| (c) | Adjusted net income attributable to Adient is defined as net income attributable to Adient excluding restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, expenses associated with becoming an independent company, other significant non-recurring items, net mark-to-market adjustments on pension and postretirement plans, the tax impact of these items and other discrete tax charges/benefits. |
| (d) | Adjusted income tax expense is defined as income tax expense adjusted for the tax effect of the adjustments to income before income taxes and other discrete tax changes/benefits. Adjusted effective tax rate is defined as adjusted income tax provision as a percentage of adjusted income before income taxes. |
| (e) | Adjusted diluted earnings per share is defined as adjusted net income attributable to Adient divided by diluted weighted average shares. |
| (f) | Adjusted equity income is defined as equity income excluding amortization of Adient's intangible assets related to its non-consolidated joint ventures and other unusual or non-recurring items impacting equity income. |
| (g) | Adjusted interest expense is defined as net financing charges excluding unusual or one-time items impacting interest expense. |
| (h) | Free cash flow is defined as cash provided by operating activities less capital expenditures. |
| (i) | Net debt is calculated as total debt (short-term and long-term) less cash and cash equivalents. |
| (j) | Net leverage ratio is calculated as net debt divided by adjusted EBITDA for the last four quarters. |
Appendix
Page 7
Reconciliations of non-GAAP measures to their closest US GAAP equivalent:
(a) & (b) Adjusted EBIT and Adjusted EBITDA
The following table reconciles net income to EBIT, adjusted EBIT and adjusted EBITDA:
| Three Months Ended<br>December 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||||
| Net income | $ | 25 | $ | 45 | ||
| Net financing charges | 45 | 44 | ||||
| Other pension expense | 1 | 2 | ||||
| Income tax expense | 22 | 20 | ||||
| Earnings before interest and income taxes (EBIT) | $ | 93 | $ | 111 | ||
| EBIT adjustments: | ||||||
| Restructuring charges (2) | 23 | 11 | ||||
| Purchase accounting amortization (3) | 11 | 11 | ||||
| Restructuring related activities (4) | 1 | (9) | ||||
| (Gain) loss on disposal transactions (5) | (4) | 8 | ||||
| Other items (7) | (2) | (1) | ||||
| EBIT adjustments total | 29 | 20 | ||||
| Adjusted EBIT | $ | 122 | $ | 131 | ||
| EBITDA adjustments: | ||||||
| Depreciation | 69 | 72 | ||||
| Equity based compensation | 5 | 13 | ||||
| Adjusted EBITDA | $ | 196 | $ | 216 | ||
| Net sales | $ | 3,495 | $ | 3,660 | ||
| Net income as % of net sales | 0.7 | % | 1.2 | % | ||
| EBIT as % of net sales | 2.7 | % | 3.0 | % | ||
| Adjusted EBIT as % of net sales | 3.5 | % | 3.6 | % | ||
| Adjusted EBITDA as % of net sales | 5.6 | % | 5.9 | % |
Refer to the Footnote Addendum for footnote explanations.
Appendix
Page 8
(c) Adjusted net income attributable to Adient
The following table reconciles net income attributable to Adient to adjusted net income attributable to Adient:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Net income attributable to Adient | $ | — | $ | 20 |
| Net income adjustments: | ||||
| EBIT adjustments total - see table (a) & (b) | 29 | 20 | ||
| Tax impact of EBIT adjustments and other tax items - see table (d) | (4) | (9) | ||
| Impact of adjustments on noncontrolling interests (8) | (2) | (2) | ||
| Net income adjustments total | 23 | 9 | ||
| Adjusted net income attributable to Adient | $ | 23 | $ | 29 |
Refer to the Footnote Addendum for footnote explanations.
(d) Adjusted income tax expense and effective tax rate
The following table reconciles income before income taxes to adjusted income before income taxes, reconciles income tax expense (benefit) to adjusted income tax expense (benefit) and presents the related effective tax rate and adjusted effective tax rate:
| Three months ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||
| (in millions, except effective tax rate) | Income before income taxes | Income tax expense (benefit) | Effective tax rate | Income before income taxes | Income tax expense (benefit) | Effective tax rate | ||||||
| As reported | $ | 47 | $ | 22 | 46.8 | % | $ | 65 | $ | 20 | 30.8 | % |
| Adjustments | ||||||||||||
| EBIT adjustments - see table (a) & (b) | 29 | 3 | 10.3 | % | 20 | (1) | (5.0) | % | ||||
| Tax audit closures and statute expirations | — | 7 | nm | — | 7 | nm | ||||||
| FX remeasurements of tax balances | — | (6) | nm | — | 3 | nm | ||||||
| Subtotal of adjustments | 29 | 4 | 13.8 | % | 20 | 9 | 45.0 | % | ||||
| As adjusted | $ | 76 | $ | 26 | 34.2 | % | $ | 85 | $ | 29 | 34.1 | % |
Appendix
Page 9
(e) Adjusted diluted earnings per share
The following table shows the calculation of diluted earnings per share on an adjusted basis:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions, except per share data) | 2024 | 2023 | ||
| Numerator: | ||||
| Adjusted net income attributable to Adient - see table (c) | $ | 23 | $ | 29 |
| Denominator: | ||||
| Basic weighted average shares outstanding | 84.4 | 92.9 | ||
| Effect of dilutive securities: | ||||
| Unvested restricted stock and unvested performance share awards | 0.3 | 0.7 | ||
| Diluted weighted average shares outstanding | 84.7 | 93.6 | ||
| Adjusted diluted earnings per share | $ | 0.27 | $ | 0.31 |
The following table reconciles diluted earnings per share as reported to adjusted diluted earnings per share (see table (c) for corresponding dollar amounts):
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Diluted earnings per share as reported | $ | — | $ | 0.21 |
| EBIT adjustments total | 0.34 | 0.21 | ||
| Tax impact of EBIT adjustments and other tax items | (0.05) | (0.09) | ||
| Impact of adjustments on noncontrolling interests | (0.02) | (0.02) | ||
| Adjusted diluted earnings per share | $ | 0.27 | $ | 0.31 |
(f) Adjusted equity income
The following table reconciles equity income to adjusted equity income:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Equity income | $ | 25 | $ | 23 |
| Equity income adjustments: | ||||
| (Gain) on sale of Setex | (4) | — | ||
| Non-recurring (gain) loss at affiliates | — | 2 | ||
| Equity income adjustments total | (4) | 2 | ||
| Adjusted equity income | $ | 21 | $ | 25 |
Appendix
Page 10
(g) Adjusted interest expense
The following table reconciles net financing charges to adjusted net financing charges:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Net financing charges | $ | 45 | $ | 44 |
| Interest expense adjustments: | ||||
| None | — | — | ||
| Interest expense adjustments total | — | — | ||
| Adjusted net financing charges | $ | 45 | $ | 44 |
(h) Free cash flow
The following table reconciles cash from operating activities to free cash flow:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Operating cash flow | $ | 109 | $ | 41 |
| Capital expenditures | (64) | (55) | ||
| Free cash flow | $ | 45 | $ | (14) |
The following table reconciles adjusted EBITDA to free cash flow:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Adjusted EBITDA | $ | 196 | $ | 216 |
| Adjusted equity income | (21) | (25) | ||
| Dividend | 6 | 16 | ||
| Restructuring (cash) | (34) | (10) | ||
| Net customer tooling | (16) | (17) | ||
| Trade working capital (Net AR/AP + Inventory) | 234 | 111 | ||
| Accrued compensation | (78) | (64) | ||
| Interest paid | (54) | (60) | ||
| Tax refund/taxes paid | (15) | (24) | ||
| Non-income related taxes (VAT) | (22) | (28) | ||
| Commercial settlements | (9) | 16 | ||
| Net capitalized engineering | 5 | (17) | ||
| Other | (83) | (73) | ||
| Operating cash flow | 109 | 41 | ||
| Capital expenditures | (64) | (55) | ||
| Free cash flow | $ | 45 | $ | (14) |
Appendix
Page 11
(i) & (j) Net debt and net leverage ratio
The following table presents calculations of net debt and net leverage ratio:
| December 31, | September 30, | |||
|---|---|---|---|---|
| (in millions) | 2024 | 2024 | ||
| Numerator: | ||||
| Short-term debt | $ | — | $ | 1 |
| Current portion of long-term debt | 8 | 8 | ||
| Long-term debt | 2,394 | 2,396 | ||
| Total debt | 2,402 | 2,405 | ||
| Less: cash and cash equivalents | 860 | 945 | ||
| Net debt | $ | 1,542 | $ | 1,460 |
| Denominator: | ||||
| Adjusted EBITDA - last four quarters | ||||
| Q1 2024 | na | $ | 216 | |
| Q2 2024 | $ | 227 | 227 | |
| Q3 2024 | 202 | 202 | ||
| Q4 2024 | 235 | 235 | ||
| Q1 2025 - see table (a) & (b) | 196 | na | ||
| Last four quarters | $ | 860 | $ | 880 |
| Net leverage ratio | 1.79 | 1.66 |
Appendix
Page 12
Footnote Addendum
(1) Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal and corporate finance.
(2) Reflects restructuring charges for costs that are probable and reasonably estimable and one-time asset impairments related
to restructuring activities. The three months ended December 31, 2024 includes an impairment of $10 million on its investment in Adient Aerospace.
(3) Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.
(4) Reflects restructuring-related charges for costs that are recorded as incurred or as earned and other non-recurring impacts that are directly attributable to restructuring activities, as follows:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Restructuring related charges | $ | (6) | $ | (1) |
| Gain on sale of restructured facilities | 5 | 10 | ||
| $ | (1) | $ | 9 |
(5) Gain (loss) on disposal transactions include:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Gain on sale of Setex | $ | 4 | $ | — |
| (Loss) on sale of 51% interest in Langfang | — | (8) | ||
| $ | 4 | $ | (8) |
(6) During the three months ended December 31, 2023, a $5 million adjustment was recorded to increase equity-based compensation expense related to a retired executive's equity awards which should have been recognized in prior periods.
(7) Other items include:
| Three Months Ended<br>December 31, | ||||
|---|---|---|---|---|
| (in millions) | 2024 | 2023 | ||
| Non-recurring contract related settlement | $ | 2 | $ | 3 |
| Non-recurring (gain) loss at affiliates | — | (2) | ||
| $ | 2 | $ | 1 |
(8) Reflects the impact of adjustments, primarily purchase accounting amortization on noncontrolling interests.