0001670541FALSE00016705412021-05-062021-05-06

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): May 6, 2021

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)

25-28 North Wall Quay, IFSC 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))

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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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Item 2.02 Results of Operations and Financial Condition.

On May 6, 2021, Adient plc issued a news release announcing its financial results for the second quarter ended March 31, 2021. 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 May 6, 2021.
104						Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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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: May 6, 2021			By:			/s/ Heather M. Tiltmann
			Name:			Heather M. Tiltmann
			Title:			Senior Vice President, General Counsel and Secretary

Exhibit 99.1

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Appendix

Page 1

Adient plc

Condensed Consolidated Statements of Income

(Unaudited)

						Three Months Ended March 31,
(in millions, except per share data)						2021						2020
Net sales						$	3,819					$	3,511
Cost of sales						3,521						3,274
Gross profit						298						237
Selling, general and administrative expenses						148						127
Restructuring and impairment costs						5						52
Equity income (loss)						85						8
Earnings (loss) before interest and income taxes						230						66
Net financing charges						110						50
Other pension expense (income)						(2)						(2)
Income (loss) before income taxes						122						18
Income tax provision (benefit)						28						16
Net income (loss)						94						2
Income attributable to noncontrolling interests						25						21
Net income (loss) attributable to Adient						$	69					$	(19)
Diluted earnings (loss) per share						$	0.72					$	(0.20)
Shares outstanding at period end						94.2						93.9
Diluted weighted average shares						96.0						93.8

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Appendix

Page 2

Adient plc

Condensed Consolidated Statements of Financial Position

(Unaudited)

						March 31,						September 30,
(in millions)						2021						2020
Assets
Cash and cash equivalents						$	984					$	1,692
Accounts receivable - net						1,757						1,641
Inventories						756						685
Assets held for sale						56						43
Other current assets						537						421
Current assets						4,090						4,482
Property, plant and equipment - net						1,551						1,581
Goodwill						2,059						2,057
Other intangible assets - net						432						443
Investments in partially-owned affiliates						848						707
Assets held for sale						26						27
Other noncurrent assets						969						964
Total assets						$	9,975					$	10,261
Liabilities and Shareholders' Equity
Short-term debt						$	22					$	210
Accounts payable and accrued expenses						2,754						2,553
Liabilities held for sale						60						46
Other current liabilities						825						1,010
Current liabilities						3,661						3,819
Long-term debt						3,646						4,097
Other noncurrent liabilities						782						767
Redeemable noncontrolling interests						44						43
Shareholders' equity attributable to Adient						1,489						1,213
Noncontrolling interests						353						322
Total liabilities and shareholders' equity						$	9,975					$	10,261

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Appendix

Page 3

Adient plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

						Three Months Ended March 31,
(in millions)						2021						2020
Operating Activities
Net income (loss) attributable to Adient						$	69					$	(19)
Income attributable to noncontrolling interests						25						21
Net income (loss)						94						2
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Depreciation						69						72
Amortization of intangibles						9						10
Pension and postretirement contributions, net						(3)						(14)
Equity in earnings of partially-owned affiliates, net of dividends received						(43)						(1)
Gain on sale of a nonconsolidated partially-owned affiliate						(33)						—
Premium and transaction costs paid on repurchase of debt						46						—
Deferred income taxes						(1)						10
Non-cash restructuring and impairment charges						4						—
Equity-based compensation						13						(3)
Other						9						2
Changes in assets and liabilities:
Receivables						(366)						113
Inventories						(65)						(53)
Other assets						(7)						40
Restructuring reserves						(42)						(15)
Accounts payable and accrued liabilities						219						(199)
Accrued income taxes						6						(20)
Cash provided (used) by operating activities						(91)						(56)
Investing Activities
Capital expenditures						(55)						(94)
Sale of property, plant and equipment						2						4
Settlement of cross-currency interest rate swap						—						10
Receipt of deferred consideration						19						—
Cash provided (used) by investing activities						(34)						(80)
Financing Activities
Increase (decrease) in short-term debt						3						835
Repayment of long-term debt, including premium paid						(687)						(2)
Debt financing costs						(1)						(1)
Dividends paid to noncontrolling interests						(7)						(5)
Other						(2)						(1)
Cash provided (used) by financing activities						(694)						826
Effect of exchange rate changes on cash and cash equivalents						(13)						(15)
Increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale						(832)						675
Less: Change in cash classified within current assets held for sale						(4)						—
Increase (decrease) in cash and cash equivalents						$	(836)					$	675

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Appendix

Page 4

Footnotes

1. 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, 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, qualified 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 ("Adjusted EBITDA"). 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:

						Three Months Ended March 31,
(in millions)						2021						2020
Net Sales
Americas						$	1,644					$	1,641
EMEA						1,636						1,488
Asia						588						444
Eliminations						(49)						(62)
Total net sales						$	3,819					$	3,511

						Three Months Ended March 31,
(in millions)						2021						2020
Adjusted EBITDA
Americas						$	64					106
EMEA						141						62
Asia						121						63
Corporate-related costs (1)						(23)						(20)
Restructuring and impairment costs (2)						(5)						(52)
Purchase accounting amortization (3)						(10)						(11)
Restructuring related charges (4)						(2)						(7)
Gain on sale of interest in a nonconsolidated partially owned affiliate						33						—
Stock based compensation						(13)						3
Depreciation						(69)						(72)
Other items (5)						(7)						(6)
Earnings (loss) before interest and income taxes						230						66
Net financing charges						(110)						(50)
Other pension income (expense)						2						2
Income (loss) before income taxes						$	122					$	18

Refer to the Footnote Addendum for footnote explanations.

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Appendix

Page 5

2. Earnings Per Share

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings (loss) per share:

						Three Months Ended March 31,
(in millions, except per share data)						2021						2020
Income available to shareholders
Net income (loss) attributable to Adient						$	69					$	(19)
Weighted average shares outstanding
Basic weighted average shares outstanding						94.2						93.8
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards						1.8						—
Diluted weighted average shares outstanding						96.0						93.8

Potentially dilutive securities whose effect would have been antidilutive are excluded from the computation of diluted earnings per share, which for the three months ended March 31, 2020 is a result of being in a loss position.

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Appendix

Page 6

3. 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 and Net debt 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 the Company 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 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.

•			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.
•			Adjusted EBITDA is defined as adjusted EBIT excluding depreciation and stock 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.
•			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.
•			Adjusted effective tax rate is defined as adjusted income tax provision as a percentage of adjusted income before income taxes.
•			Adjusted earnings per share is defined as Adjusted net income attributable to Adient divided by diluted weighted average shares.
•			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 one-time items impacting equity income.
•			Adjusted interest expense is defined as net financing charges excluding unusual or one-time items impacting interest expense.
•			Free cash flow is defined as cash provided by operating activities less capital expenditures.
•			Net debt is calculated as gross debt (short-term and long-term) less cash and cash equivalents.

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Appendix

Page 7

Summarized Income Statement Information

(Refer to the Footnote Addendum for footnote explanations and details

of reconciling items between GAAP results and Adjusted results)

						Three Months Ended March 31,
						2021																		2020
(in millions, except per share data)						GAAP Results						Adj.						Adjusted Results						GAAP Results						Adj.						Adjusted Results
Net sales						$	3,819					$	—					$	3,819					$	3,511					$	—					$	3,511
Cost of sales (6)						3,521						(1)						3,520						3,274						(3)						3,271
Gross profit						298						1						299						237						3						240
Selling, general and administrative expenses (7)						148						(17)						131						127						(19)						108
Restructuring and impairment costs (2)						5						(5)						—						52						(52)						—
Equity income (loss) (8)						85						(32)						53						8						2						10
Earnings (loss) before interest and income taxes (EBIT)						230						(9)						221						66						76						142
Memo accounts:
Depreciation																		69																		72
Equity based compensation																		13																		(3)
Adjusted EBITDA																		$	303																	$	211
Net financing charges (9)						110						(50)						60						50						—						50
Other pension expense (income)						(2)						—						(2)						(2)						—						(2)
Income (loss) before income taxes						122						41						163						18						76						94
Income tax provision (benefit) (10)						28						(2)						26						16						(3)						13
Net income (loss) attributable to Adient						69						41						110						(19)						77						58
Diluted earnings (loss) per share						0.72						0.43						1.15						(0.20)						0.82						0.62
Diluted weighted average shares						96.0						—						96.0						93.8						0.4						94.2

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Appendix

Page 8

Segment Performance:

						Three months ended March 31, 2021
						Americas						EMEA						Asia						Corporate/Eliminations						Consolidated
Net sales						$	1,644					$	1,636					$	588					$	(49)					$	3,819
Adjusted EBITDA						$	64					$	141					$	121					$	(23)					$	303
Adjusted EBITDA margin						3.9		%				8.6		%				20.6		%				N/A						7.9		%
						Three months ended March 31, 2020
						Americas						EMEA						Asia						Corporate/Eliminations						Consolidated
Net sales						$	1,641					$	1,488					$	444					$	(62)					$	3,511
Adjusted EBITDA						$	106					$	62					$	63					$	(20)					$	211
Adjusted EBITDA margin						6.5		%				4.2		%				14.2		%				N/A						6.0		%

The following table reconciles income (loss) before income taxes to adjusted income before income taxes and presents the related effective tax rate and adjusted effective tax rate:

						Three Months Ended March 31,
						2021																		2020
(in millions, except effective tax rate)						Income (loss) before income taxes						Tax impact						Effective tax rate						Income (loss) before income taxes						Tax impact						Effective tax rate
As reported						$	122					$	28					23.0%						$	18					$	16					88.9%
Adjustments						41						(2)						(4.9)%						76						(3)						(3.9)%
As adjusted						$	163					$	26					16.0%						$	94					$	13					13.8%

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Appendix

Page 9

The following table reconciles net income (loss) attributable to Adient to adjusted net income (loss) attributable to Adient:

						Three Months Ended March 31,
(in millions)						2021						2020
Net income (loss) attributable to Adient						$	69					$	(19)
Restructuring and impairment costs						5						52
Purchase accounting amortization						10						11
Restructuring related charges						2						7
Gain on sale of interest in a nonconsolidated partially owned affiliate						(33)						—
Write off of deferred financing charges upon repurchase of debt						10						—
Interest accretion on deferred consideration						(5)						—
Premium paid on repurchase of debt						45						—
Other items (5)						7						6
Impact of adjustments on noncontrolling interests (11)						(2)						(2)
Tax impact of above adjustments and other tax items (10)						2						3
Adjusted net income attributable to Adient						$	110					$	58

Refer to the Footnote Addendum for footnote explanations

The following table reconciles diluted earnings (loss) per share as reported to adjusted diluted earnings per share:

						Three Months Ended March 31,
						2021						2020
Diluted earnings (loss) per share as reported						$	0.72					$	(0.20)
Restructuring and impairment costs						0.05						0.55
Purchase accounting amortization						0.10						0.12
Restructuring related charges						0.02						0.08
Gain on sale of interest in a nonconsolidated partially owned affiliate						(0.33)						—
Write off of deferred financing charges upon repurchase of debt						0.10						—
Interest accretion on deferred consideration						(0.05)						—
Premium paid on repurchase of debt						0.47						—
Other items (5)						0.07						0.06
Impact of adjustments on noncontrolling interests (11)						(0.02)						(0.02)
Tax impact of above adjustments and other tax items (10)						0.02						0.03
Adjusted net income attributable to Adient						$	1.15					$	0.62

The following table presents calculations of net debt:

						March 31,						September 30,
(in millions)						2021						2020
Cash and cash equivalents						$	984					$	1,692
Total short-term and long-term debt						3,668						4,307
Net debt						$	2,684					$	2,615

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Appendix

Page 10

The following table reconciles cash from operating activities to free cash flow:

						Three Months Ended March 31,
(in millions)						2021						2020
Cash provided by operating activities						$	(91)					$	(56)
Capital expenditures						(55)						$	(94)
Free cash flow						$	(146)					$	(150)

The following table reconciles adjusted EBITDA to free cash flow:

						FY21												FY20
(in millions)						Q2						YTD						Q2						YTD
Adjusted EBITDA						$	303					$	681					$	211					$	508
(+/-) Net equity in earnings						(45)						(138)						(3)						(110)
(-) Restructuring (cash)						(45)						(100)						(20)						(40)
(+/-) Net customer tooling						8						—						(8)						(2)
(+/-) Trade working capital (Net AR/AP + Inventory)						(153)						97						(103)						99
(+/-) Accrued compensation						27						8						(23)						(84)
(-) Interest paid						(70)						(136)						(56)						(105)
(+/-) Tax refund/taxes paid						(20)						(32)						(26)						(55)
(+/-) Non-income related taxes (VAT)						(11)						(78)						1						—
(+/-) Commercial settlements						(70)						(79)						(21)						(2)
(+/-) Other						(15)						(83)						(8)						(26)
Operating cash flow						(91)						140						(56)						183
Capital expenditures						(55)						(126)						(94)						(185)
Free cash flow						$	(146)					$	14					$	(150)					$	(2)

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Appendix

Page 11

Footnote Addendum

(1) Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal and corporate finance.

(2) Reflects qualified restructuring charges for costs that are directly attributable to restructuring activities and meet the definition of restructuring under ASC 420 along with one-time asset impairment charges, as follows:

						Three Months Ended March 31,
(in millions)						2021						2020
Restructuring charges						$	(3)					$	(52)
Held for sale asset adjustments						(2)						—
						$	(5)					$	(52)

(3) Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.

(4) Reflects non-qualified restructuring charges for costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420 including restructuring costs at partially owned affiliates recorded within equity income.

(5) Other items include:

						Three Months Ended March 31,
(in millions)						2021						2020
Transaction costs						$	(7)					$	(6)

(6) The adjustments to cost of sales include:

						Three Months Ended March 31,
(in millions)						2021						2020
Restructuring related charges						$	(1)					$	(3)

(7) The adjustments to selling, general and administrative costs include:

						Three Months Ended March 31,
(in millions)						2021						2020
Purchase accounting amortization						$	(9)					$	(10)
Transaction costs						(7)						(6)
Restructuring related charges						(1)						(3)
						$	(17)					$	(19)

(8) The adjustments to equity income include:

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Appendix

Page 12

						Three Months Ended March 31,
(in millions)						2021						2020
Gain on sale of interest in a nonconsolidated partially owned affiliate						$	(33)					$	—
Restructuring related charges						—						1
Purchase accounting amortization						1						1
						$	(32)					$	2

(9) The adjustments to net financing charges to calculate adjusted interest expense include:

						Three Months Ended March 31,
(in millions)						2021						2020
Premium paid on repurchase of debt						$	(45)					$	—
Write off of deferred financing charges upon repurchase of debt						(10)						—
Interest accretion on deferred consideration						5						—
						$	(50)					$	—

(10) The adjustments to income tax provision (benefit) include:

						Three Months Ended March 31,
(in millions)						2021						2020
Benefits associated with restructuring and impairment charges						$	(1)					$	—
Gain on sale of interest in a nonconsolidated partially owned affiliate						5						—
Tax rate change						—						(1)
Other reconciling items						(2)						4
						$	2					$	3

(11) Reflects the impact of adjustments, primarily purchase accounting amortization on noncontrolling interests.