adnt-20210805
0001670541FALSE00016705412021-08-052021-08-05

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): August 5, 2021

ADIENT PLC
(Exact name of registrant as specified in its charter)

Ireland001-3775798-1328821
(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 classTrading symbol(s)Name of exchange on which registered
Ordinary Shares, par value $0.001ADNTNew 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 August 5, 2021, Adient plc issued a news release announcing its financial results for the third quarter ended June 30, 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
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: August 5, 2021By:/s/ Heather M. Tiltmann
Name:Heather M. Tiltmann
Title:
Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary


Exhibit 99.1
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Appendix
Page 1

Adient plc
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended
June 30,
(in millions, except per share data)20212020
Net sales$3,242 $1,626 
Cost of sales3,092 1,779 
Gross profit150 (153)
Selling, general and administrative expenses136 115 
Restructuring and impairment costs8 49 
Equity income (loss)38 48 
Earnings (loss) before interest and income taxes44 (269)
Net financing charges87 58 
Other pension expense (income)(4)(1)
Income (loss) before income taxes(39)(326)
Income tax provision (benefit)10 5 
Net income (loss)(49)(331)
Income attributable to noncontrolling interests22 (6)
Net income (loss) attributable to Adient$(71)$(325)
Diluted earnings (loss) per share$(0.75)$(3.46)
Shares outstanding at period end94.2 93.9 
Diluted weighted average shares94.2 93.9 


Appendix
Page 2

Adient plc
Condensed Consolidated Statements of Financial Position
(Unaudited)

June 30,September 30,
(in millions)20212020
Assets
Cash and cash equivalents$1,000 $1,692 
Accounts receivable - net
1,451 1,641 
Inventories850 685 
Assets held for sale55 43 
Other current assets758 421 
Current assets4,114 4,482 
Property, plant and equipment - net1,549 1,581 
Goodwill2,069 2,057 
Other intangible assets - net428 443 
Investments in partially-owned affiliates616 707 
Assets held for sale24 27 
Other noncurrent assets1,004 964 
Total assets$9,804 $10,261 
Liabilities and Shareholders' Equity
Short-term debt$215 $210 
Accounts payable and accrued expenses2,494 2,553 
Liabilities held for sale60 46 
Other current liabilities862 1,010 
Current liabilities3,631 3,819 
Long-term debt3,542 4,097 
Other noncurrent liabilities776 767 
Redeemable noncontrolling interests48 43 
Shareholders' equity attributable to Adient1,467 1,213 
Noncontrolling interests340 322 
Total liabilities and shareholders' equity$9,804 $10,261 



Appendix
Page 3

Adient plc
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
June 30,
(in millions)20212020
Operating Activities
Net income (loss) attributable to Adient$(71)$(325)
Income attributable to noncontrolling interests22 (6)
Net income (loss)(49)(331)
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Depreciation71 67 
Amortization of intangibles10 8 
Pension and postretirement benefit expense (benefit)(1)2 
Pension and postretirement contributions, net(6)(3)
Equity in earnings of partially-owned affiliates, net of dividends received245 188 
Impairment of nonconsolidated partially-owned affiliates— 6 
Deferred income taxes(2)(18)
Non-cash restructuring and impairment charges1 27 
Equity-based compensation10 7 
Other8 5 
Changes in assets and liabilities:
Receivables315 198 
Inventories(87)46 
Other assets14 39 
Restructuring reserves(23)(27)
Accounts payable and accrued liabilities(277)(669)
Accrued income taxes(7)— 
Cash provided (used) by operating activities222 (455)
Investing Activities
Capital expenditures(60)(73)
Sale of property, plant and equipment11 1 
Advance payment for business acquisitions(271)— 
Proceeds from business divestitures53 — 
Settlement of an affiliate loan15 — 
Cash provided (used) by investing activities(252)(72)
Financing Activities
Increase (decrease) in short-term debt30 (654)
Increase (decrease) in long-term debt214 600 
Repayment of long-term debt, including premium paid(185)(2)
Debt financing costs(7)(9)
Dividends paid to noncontrolling interests(7)(8)
Other(1)— 
Cash provided (used) by financing activities44 (73)
Effect of exchange rate changes on cash and cash equivalents— (8)
Increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale14 (608)
Less: Change in cash classified within current assets held for sale2 — 
Increase (decrease) in cash and cash equivalents$16 $(608)

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
June 30,
(in millions)20212020
Net Sales
Americas$1,440 $593 
EMEA1,328 698 
Asia516 346 
Eliminations(42)(11)
Total net sales$3,242 $1,626 

Three Months Ended
June 30,
(in millions)20212020
Adjusted EBITDA
Americas$23 (83)
EMEA22 (94)
Asia92 71 
Corporate-related costs (1)
(19)(16)
Restructuring and impairment costs (2)
(8)(49)
Purchase accounting amortization (3)
(11)(9)
Restructuring related charges (4)
— (5)
Impairment of nonconsolidated partially owned affiliate— (6)
Stock based compensation(10)(7)
Depreciation(71)(67)
Other items (5)
26 (4)
Earnings (loss) before interest and income taxes44 (269)
Net financing charges(87)(58)
Other pension income (expense)4 1 
Income (loss) before income taxes$(39)(326)

Refer to the Footnote Addendum for footnote explanations.


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
June 30,
(in millions, except per share data)20212020
Income available to shareholders
Net income (loss) attributable to Adient$(71)$(325)
Weighted average shares outstanding
Basic weighted average shares outstanding94.2 93.9 
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards— — 
Diluted weighted average shares outstanding94.2 93.9 

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 June 30, 2021 and 2020 is a result of being in a loss position.


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 EBITDA excluding adjusted equity income, each as defined herein, is also presented.
•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.


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 June 30,
20212020
(in millions, except per share data)GAAP ResultsAdj.Adjusted ResultsGAAP ResultsAdj.Adjusted Results
Net sales$3,242 $— $3,242 $1,626 $— $1,626 
Cost of sales (6)
3,092 28 3,120 1,779 (1)1,778 
Gross profit150 (28)122 (153)1 (152)
Selling, general and administrative expenses (7)
136 (12)124 115 (12)103 
Restructuring and impairment costs (2)
8 (8)— 49 (49)— 
Equity income (loss) (8)
38 1 39 48 11 59 
Earnings (loss) before interest and income taxes (EBIT)44 (7)37 (269)73 (196)
Memo accounts:
Depreciation71 67 
Equity based compensation10 7 
Adjusted EBITDA$118 $(122)
Net financing charges (9)
87 (38)49 58 — 58 
Other pension expense (income) (12)
(4)1 (3)(1)(2)(3)
Income (loss) before income taxes(39)30 (9)(326)75 (251)
Income tax provision (benefit) (10)
10 7 17 5 9 14 
Net income (loss) attributable to Adient(71)21 (50)(325)64 (261)
Diluted earnings (loss) per share(0.75)0.22 (0.53)(3.46)0.68 (2.78)
Diluted weighted average shares94.2 — 94.2 93.9 — 93.9 


Appendix
Page 8


Segment Performance:
Three months ended June 30, 2021
AmericasEMEAAsiaCorporate/EliminationsConsolidated
Net sales$1,440 $1,328 $516 $(42)$3,242 
Adjusted EBITDA$23 $22 $92 $(19)$118 
Adjusted EBITDA margin1.6 %1.7 %17.8 %N/A3.6 %
Three months ended June 30, 2020
AmericasEMEAAsiaCorporate/EliminationsConsolidated
Net sales$593 $698 $346 $(11)$1,626 
Adjusted EBITDA$(83)$(94)$71 $(16)$(122)
Adjusted EBITDA margin(14.0)%(13.5)%20.5 %N/A(7.5)%

The following table presents adjusted EBITDA excluding adjusted equity income:

Three Months Ended
June 30,
(in millions)20212020
Adjusted EBITDA$118 $(122)
Adjusted Equity Income39 59 
Adjusted EBITDA Excluding Adjusted Equity Income$79 $(181)
% of Sales2.4 %(11.1)%

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 June 30,
20212020
(in millions, except effective tax rate)Income (loss) before income taxesTax impactEffective tax rateIncome (loss) before income taxesTax impactEffective tax rate
As reported$(39)$10 (25.6)%$(326)$5 (1.5)%
Adjustments30 7 23.3%75 9 12.0%
As adjusted$(9)$17 (188.9)%$(251)$14 (5.6)%



Appendix
Page 9

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

Three Months Ended
June 30,
(in millions)20212020
Net income (loss) attributable to Adient(71)(325)
Restructuring and impairment costs
8 49 
Purchase accounting amortization
11 9 
Restructuring related charges
— 5 
Pension mark-to-market and settlement (gain)/loss (12)
(1)2 
Impairment of nonconsolidated partially owned affiliate— 6 
Write off of deferred financing charges upon repurchase of debt10 — 
Derivative loss on Yanfeng transaction24 — 
Premium paid on repurchase of debt4 — 
Other items (5)
(26)4 
Impact of adjustments on noncontrolling interests (11)
(2)(2)
Tax impact of above adjustments and other tax items (10)
(7)(9)
Adjusted net income (loss) attributable to Adient$(50)$(261)

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
June 30,
20212020
Diluted earnings (loss) per share as reported$(0.75)$(3.46)
Restructuring and impairment costs0.08 0.53 
Purchase accounting amortization0.12 0.10 
Restructuring related charges— 0.05 
Pension mark-to-market and settlement (gain)/loss (12)
(0.01)0.02 
Impairment of nonconsolidated partially owned affiliate— 0.06 
Write off of deferred financing charges upon repurchase of debt0.11 — 
Derivative loss on Yanfeng transaction0.25 — 
Premium paid on repurchase of debt0.04 — 
Other items (5)
(0.28)0.04 
Impact of adjustments on noncontrolling interests (11)
(0.02)(0.02)
Tax impact of above adjustments and other tax items (10)
(0.07)(0.10)
Adjusted diluted earnings (loss) per share$(0.53)$(2.78)



Appendix
Page 10


The following table presents calculations of net debt:

June 30,September 30,
(in millions)20212020
Cash and cash equivalents$1,000 $1,692 
Total short-term and long-term debt3,757 4,307 
Net debt$2,757 $2,615 

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

Three Months Ended
June 30,
(in millions)20212020
Cash provided by operating activities$222 $(455)
Capital expenditures(60)$(73)
Free cash flow$162 $(528)


The following table reconciles adjusted EBITDA to free cash flow:

FY21FY20
(in millions)Q3YTDQ3YTD
Adjusted EBITDA$118 $799 $(122)$386 
(+/-) Net equity in earnings244 106 184 74 
(-) Restructuring (cash)(27)(127)(29)(70)
(+/-) Net customer tooling10 10 16 14 
(+/-) Trade working capital (Net AR/AP + Inventory)(60)37 (482)(384)
(+/-) Accrued compensation27 35 48 (36)
(-) Interest paid(48)(184)(43)(148)
(+/-) Tax refund/taxes paid(20)(52)(24)(79)
(+/-) Non-income related taxes (VAT)5 (73)43 43 
(+/-) Commercial settlements(8)(87)(17)(19)
(+/-) Other(19)(102)(29)(53)
Operating cash flow222 362 (455)(272)
Capital expenditures(60)(186)(73)(258)
Free cash flow$162 $176 $(528)$(530)


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
June 30,
(in millions)20212020
Restructuring charges$(8)$(22)
Futuris China intangible assets impairment— (27)
$(8)$(49)

(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
June 30,
(in millions)20212020
Transaction costs$(2)$(4)
Brazil indirect tax recoveries28 — 
$26 $(4)

(6) The adjustments to cost of sales include:

Three Months Ended
June 30,
(in millions)20212020
Restructuring related charges$— $(1)
Brazil indirect tax recoveries28 — 
$28 $(1)

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

Three Months Ended
June 30,
(in millions)20212020
Purchase accounting amortization$(10)$(8)
Transaction costs(2)(4)
$(12)$(12)


Appendix
Page 12

(8) The adjustments to equity income include:

Three Months Ended
June 30,
(in millions)20212020
Impairment of nonconsolidated partially owned affiliate$— $6 
Restructuring related charges— 4 
Purchase accounting amortization1 1 
$1 $11 

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

Three Months Ended
June 30,
(in millions)20212020
Premium paid on repurchase of debt$(4)$— 
Write off of deferred financing charges upon repurchase of debt(10)— 
Derivative loss on Yanfeng transaction(24)— 
$(38)$— 

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

Three Months Ended
June 30,
(in millions)20212020
Benefits associated with restructuring and impairment charges$(2)$(7)
Brazil indirect tax recoveries9 — 
Withholding Tax Adjustments
(11)— 
Other reconciling items(3)(2)
$(7)$(9)

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

(12) During the three months ended June 30, 2021, Adient remeasured a pension plan in Canada and recorded a mark-to-market gain of $1 million. During the three months ended June 30, 2020, Adient settled certain pension plans in the United States and recorded a settlement loss of $2 million.