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0001670541FALSE00016705412023-02-072023-02-07

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): February 7, 2023

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
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 February 7, 2023, Adient plc (the “Company”) issued a news release announcing its financial results for the first quarter ended December 31, 2022. 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: February 7, 2023 By: /s/ Heather M. Tiltmann
Name: Heather M. Tiltmann
Title:
Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary


EX-99.1 2 a02072023adientform8-kex991.htm EX-99.1 Document
Exhibit 99.1
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Appendix
Page 1

Adient plc
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended
December 31,
(in millions, except per share data) 2022 2021
Net sales $ 3,699  $ 3,480 
Cost of sales 3,468  3,307 
Gross profit 231  173 
Selling, general and administrative expenses 138  162 
Restructuring and impairment costs
Equity income (loss) 28  33 
Earnings (loss) before interest and income taxes 114  40 
Net financing charges 41  50 
Other pension expense (income) (1)
Income (loss) before income taxes 64  (9)
Income tax provision (benefit) 31  21 
Net income (loss) 33  (30)
Income attributable to noncontrolling interests 21  24 
Net income (loss) attributable to Adient $ 12  $ (54)
Diluted earnings (loss) per share $ 0.13  $ (0.57)
Shares outstanding at period end 95.4  94.8 
Diluted weighted average shares 95.9  94.6 



Appendix
Page 2

Adient plc
Condensed Consolidated Statements of Financial Position
(Unaudited)

December 31, September 30,
(in millions) 2022 2022
Assets
Cash and cash equivalents $ 901  $ 947 
Accounts receivable - net
1,755  1,852 
Inventories 972  953 
Other current assets 459  411 
Current assets 4,087  4,163 
Property, plant and equipment - net 1,419  1,377 
Goodwill 2,128  2,057 
Other intangible assets - net 463  467 
Investments in partially-owned affiliates 306  286 
Assets held for sale 11 
Other noncurrent assets 865  797 
Total assets $ 9,273  $ 9,158 
Liabilities and Shareholders' Equity
Short-term debt $ 13  $ 14 
Accounts payable and accrued expenses 2,736  2,818 
Other current liabilities 669  669 
Current liabilities 3,418  3,501 
Long-term debt 2,627  2,564 
Other noncurrent liabilities 674  673 
Redeemable noncontrolling interests 45  45 
Shareholders' equity attributable to Adient 2,192  2,073 
Noncontrolling interests 317  302 
Total liabilities and shareholders' equity $ 9,273  $ 9,158 




Appendix
Page 3

Adient plc
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
December 31,
(in millions) 2022 2021
Operating Activities
Net income (loss) attributable to Adient $ 12  $ (54)
Income attributable to noncontrolling interests 21  24 
Net income (loss) 33  (30)
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Depreciation 69  75 
Amortization of intangibles 12  13 
Pension and postretirement benefit expense (benefit)
Pension and postretirement contributions, net (3) (5)
Equity in earnings of partially-owned affiliates, net of dividends received (16) (32)
Derivative loss on the 2021 Yanfeng Transaction — 
Deferred income taxes (1) (3)
Non-cash restructuring and impairment charges — 
Equity-based compensation 10 
Other (3)
Changes in assets and liabilities:
Receivables 167  (175)
Inventories 22  26 
Other assets (47) — 
Restructuring reserves (27) (24)
Accounts payable and accrued liabilities (191) 104 
Accrued income taxes 12  14 
Cash provided (used) by operating activities 44  (14)
Investing Activities
Capital expenditures (61) (60)
Sale of property, plant and equipment 15  11 
Settlement of derivatives —  (30)
Business acquisitions (6) — 
Proceeds from business divestitures 731 
Other (1) — 
Cash provided (used) by investing activities (50) 652 
Financing Activities
Increase (decrease) in short-term debt —  (6)
Increase (decrease) in long-term debt — 
Repayment of long-term debt (2) (2)
Debt financing costs (7) — 
Dividends paid to noncontrolling interests (50) (59)
Share based compensation and other (12) (12)
Cash provided (used) by financing activities (69) (79)
Effect of exchange rate changes on cash and cash equivalents 29  — 
Increase (decrease) in cash and cash equivalents $ (46) $ 559 


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
December 31,
(in millions) 2022 2021
Net Sales
Americas $ 1,724  $ 1,498 
EMEA 1,182  1,230 
Asia 821  784 
Eliminations (28) (32)
Total net sales $ 3,699  $ 3,480 


Three Months Ended
December 31,
(in millions) 2022 2021
Adjusted EBITDA
Americas $ 69  $
EMEA 28  43 
Asia 138  114 
Corporate-related costs (1)
(23) (20)
Restructuring and impairment costs (2)
(7) (4)
Purchase accounting amortization (3)
(12) (14)
Restructuring related charges (4)
(3) (1)
Adjustment to nonconsolidated partially-owned affiliates (8)
— 
Stock based compensation (8) (10)
Depreciation (69) (75)
Other items (5)
—  (2)
Earnings (loss) before interest and income taxes 114  40 
Net financing charges (41) (50)
Other pension income (expense) (9)
Income (loss) before income taxes $ 64  $ (9)

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
December 31,
(in millions, except per share data) 2022 2021
Income available to shareholders
Net income (loss) attributable to Adient $ 12  $ (54)
Weighted average shares outstanding
Basic weighted average shares outstanding 95.1  94.6 
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards 0.8  — 
Diluted weighted average shares outstanding 95.9  94.6 

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 December 31, 2021 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 December 31,
2022 2021
(in millions, except per share data) GAAP Results Adj. Adjusted Results GAAP Results Adj. Adjusted Results
Net sales $ 3,699  $ —  $ 3,699  $ 3,480  $ —  $ 3,480 
Cost of sales (6)
3,468  (1) 3,467  3,307  (1) 3,306 
Gross profit 231  232  173  174 
Selling, general and administrative expenses (7)
138  (14) 124  162  (15) 147 
Restructuring and impairment costs (2)
(7) —  (4) — 
Equity income (loss) (8)
28  (1) 27  33  34 
Earnings (loss) before interest and income taxes (EBIT) 114  21  135  40  21  61 
Memo accounts:
Depreciation 69  75 
Equity based compensation 10 
Adjusted EBITDA $ 212  $ 146 
Net financing charges (9)
41  —  41  50  (3) 47 
Other pension expense (income) (12)
(8) (1) —  (1)
Income (loss) before income taxes 64  29  93  (9) 24  15 
Income tax provision (benefit) (10)
31  37  21  25 
Net income (loss) attributable to Adient 12  21  33  (54) 18  (36)
Diluted earnings (loss) per share 0.13  0.21  0.34  (0.57) 0.19  (0.38)
Diluted weighted average shares 95.9  —  95.9  94.6  —  94.6 



Appendix
Page 8

Segment Performance:
Three months ended December 31, 2022
Americas EMEA Asia Corporate/Eliminations Consolidated
Net sales $ 1,724  $ 1,182  $ 821  $ (28) $ 3,699 
Adjusted EBITDA $ 69  $ 28  $ 138  $ (23) $ 212 
Adjusted EBITDA margin 4.0  % 2.4  % 16.8  % N/A 5.7  %
Three months ended December 31, 2021
Americas EMEA Asia Corporate/Eliminations Consolidated
Net sales $ 1,498  $ 1,230  $ 784  $ (32) $ 3,480 
Adjusted EBITDA $ $ 43  $ 114  $ (20) $ 146 
Adjusted EBITDA margin 0.6  % 3.5  % 14.5  % N/A 4.2  %

The following table presents adjusted EBITDA excluding adjusted equity income:

Three Months Ended
December 31,
(in millions) 2022 2021
Adjusted EBITDA $ 212  $ 146 
Adjusted Equity Income 27  34 
Adjusted EBITDA Excluding Adjusted Equity Income $ 185  $ 112 
% of Sales 5.0  % 3.2  %

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 December 31,
2022 2021
(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 $ 64  $ 31  48.4% $ (9) $ 21  nm
Adjustments (10)
29  20.7% 24  16.7%
As adjusted $ 93  $ 37  39.8% $ 15  $ 25  nm



Appendix
Page 9

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

Three Months Ended
December 31,
(in millions) 2022 2021
Net income (loss) attributable to Adient 12  (54)
Restructuring and impairment costs
Purchase accounting amortization (3)
12  14 
Restructuring related charges
Pension mark-to-market and curtailment/settlement (gain)/loss (12)
— 
Adjustment to nonconsolidated partially-owned affiliates (8)
(1) — 
Derivative loss on Yanfeng transaction (9)
— 
Other items (5)
— 
Impact of adjustments on noncontrolling interests (11)
(2) (2)
Tax impact of above adjustments and other tax items (10)
(6) (4)
Adjusted net income (loss) attributable to Adient $ 33  $ (36)

Refer to the Footnote Addendum for footnote explanations

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

Three Months Ended
December 31,
2022 2021
Diluted earnings (loss) per share as reported $ 0.13  $ (0.57)
Restructuring and impairment costs 0.07  0.04 
Purchase accounting amortization (3)
0.12  0.15 
Restructuring related charges 0.03  0.01 
Pension mark-to-market and curtailment/settlement (gain)/loss (12)
0.08  — 
Adjustment to nonconsolidated partially-owned affiliates (8)
(0.01) — 
Derivative loss on Yanfeng transaction (9)
—  0.03 
Other items (5)
—  0.02 
Impact of adjustments on noncontrolling interests (11)
(0.02) (0.02)
Tax impact of above adjustments and other tax items (10)
(0.06) (0.04)
Adjusted diluted earnings (loss) per share $ 0.34  $ (0.38)




Appendix
Page 10


The following table presents calculations of net debt:

June 30, September 30,
(in millions) 2022 2022
Cash and cash equivalents $ 901  $ 947 
Total short-term and long-term debt 2,640  2,578 
Net debt $ 1,739  $ 1,631 

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

Three Months Ended
December 31,
(in millions) 2022 2021
Cash provided (used) by operating activities $ 44  $ (14)
Capital expenditures (61) (60)
Free cash flow $ (17) $ (74)


The following table reconciles adjusted EBITDA excluding adjusted equity income to free cash flow:

Three Months Ended December 31,
(in millions) 2022 2021
Adjusted EBITDA excluding adjusted equity income $ 185  $ 112 
(+) Dividend 12 
(-) Restructuring (cash) (30) (24)
(+/-) Net customer tooling (14)
(+/-) Trade working capital (Net AR/AP + Inventory) 46  75 
(+/-) Accrued compensation (28) (61)
(-) Interest paid (24) (41)
(+/-) Tax refund/taxes paid (20) (8)
(+/-) Non-income related taxes (VAT) (19) 36 
(+/-) Commercial settlements (17) (54)
(+/-) Capitalized engineering (25) (5)
(+/-) Prepaids (24) (23)
(+/-) Other (25)
Operating cash flow 44  (14)
Capital expenditures (61) (60)
Free cash flow $ (17) $ (74)



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
December 31,
(in millions) 2022 2021
Restructuring charges $ (7) $
Held for sale asset adjustments —  (7)
$ (7) $ (4)

(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
December 31,
(in millions) 2022 2021
Transaction costs $ (1) $ (2)
Brazil indirect tax recoveries
Other —  (1)
$ —  $ (2)

(6) The adjustments to cost of sales include:

Three Months Ended
December 31,
(in millions) 2022 2021
Restructuring related charges $ (2) $ (1)
Brazil indirect tax recoveries
Other —  (1)
$ (1) $ (1)


Appendix
Page 12


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

Three Months Ended
December 31,
(in millions) 2022 2021
Purchase accounting amortization $ (12) $ (13)
Transaction costs (1) (2)
Restructuring related charges (1) — 
$ (14) $ (15)

(8) The adjustments to equity income include:

Three Months Ended
December 31,
(in millions) 2022 2021
Adjustment to nonconsolidated partially-owned affiliates $ (1) $ — 
Purchase accounting amortization — 
$ (1) $

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

Three Months Ended
December 31,
(in millions) 2022 2021
Derivative loss on Yanfeng transaction $ —  $ (3)
$ —  $ (3)

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

Three Months Ended
December 31,
(in millions) 2022 2021
Pension curtailment loss $ (2) $ — 
Brazil indirect tax recoveries —  (3)
Amortization
(2) (2)
Other reconciling items (2)
$ (6) $ (4)

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

(12) During the three months ended December 31, 2022, Adient recorded an $8 million curtailment loss associated with employee termination benefit plans in the Americas segment.