0001670541FALSE00016705412024-08-062024-08-06

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): August 6, 2024

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)
 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 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 6, 2024, Adient plc (the “Company”) issued a news release announcing its financial results for the third quarter ended June 30, 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
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 6, 2024By:/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 (Loss)
(Unaudited)
Three Months Ended
June 30,
(in millions, except per share data)20242023
Net sales$3,716 $4,055 
Cost of sales3,509 3,753 
Gross profit207 302 
Selling, general and administrative expenses121 148 
Restructuring and impairment costs16 6 
Equity income24 25 
Earnings before interest and income taxes94 173 
Net financing charges48 49 
Other pension expense1 1 
Income before income taxes45 123 
Income tax expense40 28 
Net income5 95 
Income attributable to noncontrolling interests16 22 
Net income (loss) attributable to Adient$(11)$73 
Diluted earnings (loss) per share$(0.12)$0.77 
Shares outstanding at period end87.2 93.7 
Diluted weighted average shares88.6 94.9 


Appendix
Page 2

Adient plc
Condensed Consolidated Statements of Financial Position
(Unaudited)

June 30,September 30,
(in millions)20242023
Assets
Cash and cash equivalents$890 $1,110 
Accounts receivable - net
1,825 1,874 
Inventories775 841 
Other current assets509 491 
Current assets3,999 4,316 
Property, plant and equipment - net1,365 1,382 
Goodwill2,085 2,094 
Other intangible assets - net369 408 
Investments in partially-owned affiliates328 303 
Assets held for sale8 7 
Other noncurrent assets941 914 
Total assets$9,095 $9,424 
Liabilities and Shareholders' Equity
Short-term debt$142 $134 
Accounts payable and accrued expenses2,814 2,926 
Other current liabilities730 678 
Current liabilities3,686 3,738 
Long-term debt2,395 2,401 
Other noncurrent liabilities729 682 
Redeemable noncontrolling interests63 57 
Shareholders' equity attributable to Adient1,927 2,228 
Noncontrolling interests295 318 
Total liabilities and shareholders' equity$9,095 $9,424 



Appendix
Page 3

Adient plc
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
June 30,
(in millions)20242023
Operating Activities
Net income (loss) attributable to Adient$(11)$73 
Income attributable to noncontrolling interests16 22 
Net income5 95 
Adjustments to reconcile net income to cash provided (used) by operating activities:
Depreciation71 74 
Amortization of intangibles12 13 
Pension and postretirement benefit expense3 3 
Pension and postretirement contributions, net(5)(2)
Equity in earnings of partially-owned affiliates, net of dividends received1 (2)
Deferred income taxes14 2 
Equity-based compensation5 7 
Other2 1 
Changes in assets and liabilities:
Receivables60 (72)
Inventories13 39 
Other assets— (13)
Accounts payable and accrued liabilities(27)57 
Accrued income taxes4 1 
Cash provided (used) by operating activities158 203 
Investing Activities
Capital expenditures(70)(60)
Sale of property, plant and equipment— 1 
Business acquisitions— 5 
Proceeds from business divestitures, net— 2 
Other— (1)
Cash provided (used) by investing activities(70)(53)
Financing Activities
Increase (decrease) in short-term debt3 — 
Repayment of long-term debt(2)— 
Share repurchases(75)(37)
Dividends paid to and other transactions with noncontrolling interests(18)(5)
Share based compensation and other— (1)
Cash provided (used) by financing activities(92)(43)
Effect of exchange rate changes on cash and cash equivalents(11)(25)
Increase (decrease) in cash and cash equivalents$(15)$82 

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, 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 June 30, 2024
AmericasEMEAAsiaCorporate/EliminationsConsolidated
Net sales$1,737 $1,288 $712 $(21)$3,716 
Adjusted EBITDA$99 $25 $101 $(23)$202 
Adjusted EBITDA margin5.7 %1.9 %14.2 %N/A5.4 %
Three months ended June 30, 2023
AmericasEMEAAsiaCorporate/EliminationsConsolidated
Net sales$1,900 $1,438 $742 $(25)$4,055 
Adjusted EBITDA$95 $103 $100 $(22)$276 
Adjusted EBITDA margin5.0 %7.2 %13.5 %N/A6.8 %


Appendix
Page 5

The following is a reconciliation of Adient's reportable segments' adjusted EBITDA to income before income taxes:

Three Months Ended
June 30,
(in millions)20242023
Adjusted EBITDA
Americas$99 $95 
EMEA25 103 
Asia101 100 
Subtotal225 298 
Corporate-related costs (1)
(23)(22)
Restructuring and impairment costs (2)
(16)(6)
Purchase accounting amortization (3)
(12)(13)
Restructuring related activities (4)
(4)(3)
Equity based compensation(5)(7)
Depreciation(71)(74)
Other items (5)
— — 
Earnings before interest and income taxes$94 $173 
Net financing charges(48)(49)
Other pension expense(1)(1)
Income before income taxes$45 $123 

Refer to the Footnote Addendum for footnote explanations.


2. Earnings Per Share

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

Three Months Ended
June 30,
(in millions, except per share data)20242023
Income available to shareholders
Net income (loss) attributable to Adient$(11)$73 
Weighted average shares outstanding
Basic weighted average shares outstanding88.6 94.1 
Effect of dilutive securities:
Unvested restricted stock and unvested performance share awards— 0.8 
Diluted weighted average shares outstanding88.6 94.9 
Earnings (loss) per share:
Basic$(0.12)$0.78 
Diluted$(0.12)$0.77 

Potentially dilutive securities whose effect would have been antidilutive are excluded from the computation of diluted earnings (loss) per share, which for the three months ended June 30, 2024 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, 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 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 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 (loss) attributable to Adient is defined as net income (loss) 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 (loss) 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
June 30,
(in millions)20242023
Net income$5 $95 
Net financing charges48 49 
Other pension expense1 1 
Income tax expense40 28 
Earnings before interest and income taxes (EBIT)$94 $173 
EBIT adjustments:
Restructuring charges (2)
16 6 
Purchase accounting amortization (3)
12 13 
Restructuring related activities (4)
4 3 
One-time divestiture related impact at an affiliate(1)— 
Transaction costs 1 1 
Brazil indirect tax recoveries — (1)
EBIT adjustments total32 22 
Adjusted EBIT$126 $195 
EBITDA adjustments:
Depreciation71 74 
Equity based compensation5 7 
Adjusted EBITDA$202 $276 
Net sales$3,716 $4,055 
Net income as % of net sales0.1 %2.3 %
EBIT as % of net sales2.5 %4.3 %
Adjusted EBIT as % of net sales3.4 %4.8 %
Adjusted EBITDA as % of net sales5.4 %6.8 %

Refer to the Footnote Addendum for footnote explanations.

Appendix
Page 8

(c) Adjusted net income attributable to Adient

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

Three Months Ended
June 30,
(in millions)20242023
Net income (loss) attributable to Adient$(11)$73 
Net income adjustments:
EBIT adjustments total - see table (a) & (b)32 22 
Tax impact of EBIT adjustments and other tax items - see table (d)10 — 
Impact of adjustments on noncontrolling interests (6)
(2)(2)
Net income adjustments total40 20 
Adjusted net income attributable to Adient$29 $93 

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 June 30,
20242023
(in millions, except effective tax rate)Income before income taxesIncome tax expense (benefit)Effective tax rateIncome before income taxesIncome tax expense (benefit) Effective tax rate
As reported$45 $40 88.9 %$123 $28 22.8 %
Adjustments
EBIT adjustments - see table (a) & (b)32 5 15.6 %22 2 9.1 %
FX remeasurements of tax balances— (15)nm— 2 nm
Other— — nm— (4)nm
Subtotal of adjustments32 (10)(31.3)%22 — — %
As adjusted$77 $30 39.0 %$145 $28 19.3 %



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
June 30,
(in millions, except per share data)20242023
Numerator:
Adjusted net income attributable to Adient - see table (c)$29 $93 
Denominator:
Basic weighted average shares outstanding88.6 94.1 
Effect of dilutive securities:
Unvested restricted stock and unvested performance share awards0.7 0.8 
Diluted weighted average shares outstanding89.3 94.9 
Adjusted diluted earnings per share$0.32 $0.98 


The following table reconciles diluted earnings (loss) per share as reported to adjusted diluted earnings per share (see table (c) for corresponding dollar amounts):

Three Months Ended
June 30,
20242023
Diluted earnings (loss) per share as reported$(0.12)$0.77 
EBIT adjustments total0.35 0.23 
Tax impact of EBIT adjustments and other tax items0.11 — 
Impact of adjustments on noncontrolling interests (0.02)(0.02)
Adjusted diluted earnings per share$0.32 $0.98 


(f) Adjusted equity income

The following table reconciles equity income to adjusted equity income:
Three Months Ended
June 30,
(in millions)20242023
Equity income$24 $25 
Equity income adjustments:
Restructuring related charges— 2 
One-time divestiture related impact at an affiliate(1)— 
Equity income adjustments total(1)2 
Adjusted equity income$23 $27 



Appendix
Page 10

(g) Adjusted interest expense

The following table reconciles net financing charges to adjusted net financing charges:

Three Months Ended
June 30,
(in millions)20242023
Net financing charges$48 $49 
Interest expense adjustments:
Interest expense adjustments total— — 
Adjusted net financing charges$48 $49 

(h) Free cash flow

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

Three Months Ended
June 30,		Nine Months Ended
June 30,
(in millions)2024202320242023
Operating cash flow$158 $203 $280 $373 
Capital expenditures(70)(60)(194)(177)
Free cash flow$88 $143 $86 $196 


The following table reconciles adjusted EBITDA to free cash flow:

Three Months Ended
June 30,		Nine Months Ended
June 30,
(in millions)2024202320242023
Adjusted EBITDA $202 $276 $645 $703 
Adjusted equity income(23)(27)(67)(66)
Dividend25 23 46 36 
Restructuring (cash)(12)(9)(33)(49)
Net customer tooling(15)(3)(13)(40)
Trade working capital (Net AR/AP + Inventory)11 (53)46 (21)
Accrued compensation9 31 (41)41 
Interest paid(56)(19)(153)(107)
Tax refund/taxes paid(24)(25)(76)(74)
Non-income related taxes (VAT)(1)(13)(22)(5)
Commercial settlements22 8 14 36 
Capitalized engineering5 9 (6)(25)
Other15 5 (60)(56)
Operating cash flow158 203 280 373 
Capital expenditures(70)(60)(194)(177)
Free cash flow$88 $143 $86 $196 



Appendix
Page 11

(i) & (j) Net debt and net leverage ratio

The following table presents calculations of net debt and net leverage ratio:

June 30,September 30,
(in millions)20242023
Numerator:
Short-term debt$3 $2 
Current portion of long-term debt139 132 
Long-term debt2,395 2,401 
Total debt2,537 2,535 
Less: cash and cash equivalents(890)(1,110)
Net debt$1,647 $1,425 
Denominator:
Adjusted EBITDA - last four quarters
Q1 2023na212 
Q2 2023na215 
Q3 2023na276 
Q4 2023235 235 
Q1 2024216 na
Q2 2024 227 na
Q3 2024 - see table (a) & (b)202 na
Last four quarters$880 $938 
Net leverage ratio1.871.52

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.

(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.

(5) Other items include:

Three Months Ended
June 30,
(in millions)20242023
One-time divestiture related impact at an affiliate$1 $— 
Transaction costs$(1)$(1)
Brazil indirect tax recoveries— 1 
$— $— 

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

v3.24.2.u1
Cover
Aug. 06, 2024
Entity Addresses [Line Items]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Entity Registrant Name ADIENT PLC
Entity Incorporation, State or Country Code L2
Entity File Number 001-37757
Entity Tax Identification Number 98-1328821
Entity Address, Address Line One 3 Dublin Landings
Entity Address, Address Line Two North Wall Quay
Entity Address, City or Town Dublin 1
Entity Address, Country IE
Entity Address, Postal Zip Code D01 H104
City Area Code 734
Local Phone Number 254-5000
Title of 12(b) Security Ordinary Shares, par value $0.001
Trading Symbol ADNT
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001670541
Amendment Flag false
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