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FORM
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10-K
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Adient plc
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(exact name of Registrant as specified in its charter)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
x
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No
¨
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.
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Yes
¨
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No
x
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Note:
Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
x
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No
¨
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
x
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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x
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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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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¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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No
x
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ITEM
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PAGE
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•
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Market share expansion in seating and seating components.
Adient has relationships with global OEM customers. These relationships, combined with Adient's product offerings, enhance Adient's ability to expand its business with regional customers who are growing and expanding globally and also with new entrants to the automotive market.
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•
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Regional growth opportunities.
Adient is able to leverage its position as the market leader in Europe, North America and China to grow in other markets, such as Southeast Asia.
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•
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Vertical integration.
Adient's operations provide opportunities for continued vertical integration in areas that could enhance Adient's capabilities, expand profit margins and grow revenues with customers who employ component sourcing strategies.
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1.
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Core seat structures
: By developing common front seat frames and mechanisms across multiple vehicle platforms, OEMs are reducing costs.
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2.
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Component sourcing
: Several OEMs have shifted from sourcing a complete seating system to a components approach where the OEM sources each of the different components of the seat and seating assembly as separate business awards.
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3.
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Engineering "in-sourcing"
: Some OEMs are conducting the design and engineering internally and are selecting suppliers that have the capability to manufacture products on a worldwide basis and adapt to regional variations.
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Name
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Age
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Position(s) Held
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Year Appointed to Present Position
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Douglas G. Del Grosso
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57
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President and Chief Executive Officer
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2018
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Cathleen A. Ebacher
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56
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Vice President, General Counsel and Secretary
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2016
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Byron S. Foster
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50
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Executive Vice President
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2016
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Neil E. Marchuk
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61
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Executive Vice President and Chief Human Resources Officer
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2016
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Mark A. Skonieczny Jr.
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49
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Vice President and Corporate Controller
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2016
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Jeffrey M. Stafeil
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48
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Executive Vice President and Chief Financial Officer
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2016
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Item 1A.
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Risk Factors
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•
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requiring a substantial portion of Adient's cash flow from operations to make interest payments on this debt;
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•
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making it more difficult to satisfy other obligations;
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•
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increasing the risk of a future credit ratings downgrade of its debt, which could increase future debt costs and limit the future availability of debt financing;
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•
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increasing Adient's vulnerability to general adverse economic and industry conditions;
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•
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reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow Adient's business;
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•
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limiting Adient's flexibility in planning for, or reacting to, changes in its business and the industry;
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•
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placing Adient at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt; and
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•
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limiting Adient's ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase ordinary shares.
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•
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actual or anticipated fluctuations in Adient's operating results;
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•
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changes in earnings estimated by securities analysts or Adient's ability to meet those estimates;
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•
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the operating and stock price performance of comparable companies;
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•
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changes to the regulatory and legal environment under which Adient operates;
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•
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the trading volume and liquidity of Adient ordinary shares; and
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•
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domestic and worldwide economic conditions.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Number of Locations
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Square Footage (in millions)
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||||||||||||||
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Manufacturing
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Administrative
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Total
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Owned
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Leased
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Total
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||||||
United States
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39
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7
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46
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4.7
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2.4
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7.1
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Germany
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29
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9
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38
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3.1
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1.8
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4.9
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Mexico
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22
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2
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24
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1.7
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1.9
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3.6
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Other European countries
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79
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2
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81
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6.4
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3.8
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10.2
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Asia/Pacific
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48
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6
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54
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1.8
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4.3
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6.1
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South America
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9
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—
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9
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0.6
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0.1
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0.7
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Other foreign
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8
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—
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8
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0.4
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0.3
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0.7
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234
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26
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260
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18.7
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14.6
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33.3
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II - OTHER INFORMATION
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Periods
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Total Number of Shares (or Units) Purchased
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Average Price Paid per Share (or Unit)
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Total Number of Shares (or Units)Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares (or Units)that may yet be Purchased Under the Plans or Programs
(1)
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|||||||
July 1, 2018 to July 31, 2018
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—
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$
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—
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$
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—
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$
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210,000,580
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August 1, 2018 to August 31, 2018
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—
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—
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—
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210,000,580
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|||
September 1, 2018 to September 30, 2018
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—
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—
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—
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210,000,580
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|||
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—
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$
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—
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$
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—
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$
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210,000,580
|
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Item 6.
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Selected Financial Data
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Statement of Operations (dollars in millions)
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2018
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2017
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2016
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2015
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2014
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||||||||||
Net sales
(1)
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$
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17,439
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$
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16,213
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$
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16,790
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$
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20,023
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$
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21,991
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Gross profit
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911
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1,408
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1,609
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1,852
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1,953
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Net income (loss) attributable to Adient
(2)
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(1,685
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)
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877
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(1,546
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)
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460
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299
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|||||
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||||||||||
Earnings per share
(3)
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||||||||||
Basic
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$
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(18.06
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)
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$
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9.38
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$
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(16.50
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)
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$
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4.91
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$
|
3.19
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Diluted
|
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$
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(18.06
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)
|
|
$
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9.34
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|
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$
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(16.50
|
)
|
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$
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4.90
|
|
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$
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3.19
|
|
|
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|
|
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|
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||||||||||
Balance Sheet Data (dollars in millions)
|
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|
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|
||||||||||
Total assets
|
|
$
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10,942
|
|
|
$
|
13,170
|
|
|
$
|
12,956
|
|
|
$
|
10,414
|
|
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$
|
11,198
|
|
Total debt
|
|
3,430
|
|
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3,478
|
|
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3,521
|
|
|
59
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|
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156
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|
|||||
Shareholders' equity attributable to Adient
|
|
2,392
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|
|
4,279
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|
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4,176
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5,603
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|
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5,445
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|
|||||
Total debt to capitalization
(4)
|
|
59
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%
|
|
45
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%
|
|
46
|
%
|
|
1
|
%
|
|
3
|
%
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Pension mark-to-market
|
|
$
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24
|
|
|
$
|
45
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|
|
$
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(110
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)
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$
|
(6
|
)
|
|
$
|
(50
|
)
|
Gain (loss) on business transactions - net
(5)
|
|
—
|
|
|
151
|
|
|
—
|
|
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137
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|
|
(86
|
)
|
|||||
Costs related to Becoming Adient
|
|
(62
|
)
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
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|
|||||
Costs related to the separation of Adient
|
|
—
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|
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(10
|
)
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(369
|
)
|
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—
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|
|
—
|
|
|||||
Restructuring costs and impairment charges
(6)
|
|
(1,539
|
)
|
|
(46
|
)
|
|
(332
|
)
|
|
(182
|
)
|
|
(158
|
)
|
|||||
Tax benefit (expense) of items above
|
|
270
|
|
|
22
|
|
|
66
|
|
|
(65
|
)
|
|
(23
|
)
|
|||||
|
|
(1,307
|
)
|
|
67
|
|
|
(745
|
)
|
|
(116
|
)
|
|
(317
|
)
|
|||||
One-time tax benefit (expense) items
(7)
|
|
(767
|
)
|
|
12
|
|
|
(1,891
|
)
|
|
(293
|
)
|
|
—
|
|
|||||
Impact of significant items
|
|
$
|
(2,074
|
)
|
|
$
|
79
|
|
|
$
|
(2,636
|
)
|
|
$
|
(409
|
)
|
|
$
|
(317
|
)
|
Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
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Light Vehicle Production
|
||||||||
(units in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
Global
|
|
93.8
|
|
0.5%
|
|
93.3
|
|
3.6%
|
|
90.1
|
North America
|
|
16.9
|
|
-2.3%
|
|
17.3
|
|
-2.8%
|
|
17.8
|
South America
|
|
3.4
|
|
9.7%
|
|
3.1
|
|
14.8%
|
|
2.7
|
Europe
|
|
23.2
|
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1.8%
|
|
22.8
|
|
2.7%
|
|
22.2
|
China
|
|
28.2
|
|
0.7%
|
|
28.0
|
|
6.5%
|
|
26.3
|
Asia, excluding China, and Other
|
|
22.1
|
|
—%
|
|
22.1
|
|
4.7%
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
|
Source: IHS Automotive, November 2018
|
|
|
|
|
|
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•
|
Adient recorded net sales of $17,439 million for fiscal 2018, representing an increase of $1.2 billion when compared to fiscal 2017. The increase in net sales is primarily due to the full year impact of Futuris operations (acquired in September 2017), the full year impact of the consolidation of a China affiliate (consolidated in July 2017) and the favorable impact of foreign currency.
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•
|
Gross profit was $911 million, or 5% of net sales for fiscal 2018 compared to $1.4 billion, or 9% of net sales for fiscal 2017. Profitability, including gross profit as a percentage of net sales, was lower primarily due to ongoing business performance issues in both Seating and SS&M, including launch inefficiencies and premium freight, along with higher commodity prices, partially offset by the impact of the Futuris acquisition and the consolidation of a China affiliate.
|
•
|
Equity loss was $13 million for fiscal 2018, which compares to equity income of $522 million for fiscal 2017. The decrease during fiscal 2018 was primarily attributable to overall lower profitability at YFAI during the current year, along with a $366 million pre-tax current year charge related to YFAI ($358 million impairment of the YFAI investment and $8 million related to U.S. tax reform legislation) and a prior year gain of $151 million on a previously held interest in a China affiliate, partially offset by higher income at non-consolidated Seating and SS&M affiliates.
|
•
|
Net loss attributable to Adient was $1,685 million for fiscal 2018, compared to $877 million of net income attributable to Adient for fiscal 2017. The net loss for fiscal 2018 is primarily attributable to overall lower profitability within Seating, SS&M and at YFAI along with $881 million of current year net-of-tax impairment charges in the SS&M business ($602 million related to long-lived assets and $279 million related to goodwill), $330 million current year net-of-tax charges related to YFAI ($322 million impairment of our YFAI investment and $8 million related to U.S. tax reform legislation), current year income tax charges of $765 million ($555 million to establish valuation allowances and $210 million for the impact of U.S. tax reform legislation) and a net-of-tax asset impairment charge of $35 million for assets held for sale.
|
|
|
Year Ended
September 30,
|
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Net sales
|
|
$
|
17,439
|
|
|
8%
|
|
$
|
16,213
|
|
|
-3%
|
|
$
|
16,790
|
|
Cost of sales
|
|
16,528
|
|
|
12%
|
|
14,805
|
|
|
-2%
|
|
15,181
|
|
|||
Gross profit
|
|
911
|
|
|
-35%
|
|
1,408
|
|
|
-12%
|
|
1,609
|
|
|||
Selling, general and administrative expenses
|
|
694
|
|
|
—%
|
|
691
|
|
|
-43%
|
|
1,222
|
|
|||
Restructuring and impairment costs
|
|
1,181
|
|
|
*
|
|
46
|
|
|
-86%
|
|
332
|
|
|||
Equity income (loss)
|
|
(13
|
)
|
|
*
|
|
522
|
|
|
52%
|
|
344
|
|
|||
Earnings (loss) before interest and income taxes
|
|
(977
|
)
|
|
*
|
|
1,193
|
|
|
*
|
|
399
|
|
|||
Net financing charges
|
|
144
|
|
|
9%
|
|
132
|
|
|
*
|
|
22
|
|
|||
Income (loss) before income taxes
|
|
(1,121
|
)
|
|
*
|
|
1,061
|
|
|
*
|
|
377
|
|
|||
Income tax provision (benefit)
|
|
480
|
|
|
*
|
|
99
|
|
|
*
|
|
1,839
|
|
|||
Net income (loss)
|
|
(1,601
|
)
|
|
*
|
|
962
|
|
|
*
|
|
(1,462
|
)
|
|||
Income (loss) attributable to noncontrolling interests
|
|
84
|
|
|
-1%
|
|
85
|
|
|
1%
|
|
84
|
|
|||
Net income (loss) attributable to Adient
|
|
$
|
(1,685
|
)
|
|
*
|
|
$
|
877
|
|
|
*
|
|
$
|
(1,546
|
)
|
|
|
|
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Net sales
|
|
$
|
17,439
|
|
|
8%
|
|
$
|
16,213
|
|
|
-3%
|
|
$
|
16,790
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Cost of sales
|
|
$
|
16,528
|
|
|
12%
|
|
$
|
14,805
|
|
|
-2%
|
|
$
|
15,181
|
|
Gross profit
|
|
911
|
|
|
-35%
|
|
1,408
|
|
|
-12%
|
|
1,609
|
|
|||
% of sales
|
|
5.2
|
%
|
|
|
|
8.9
|
%
|
|
|
|
9.4
|
%
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Selling, general and administrative expenses
|
|
$
|
694
|
|
|
—%
|
|
$
|
691
|
|
|
-43%
|
|
$
|
1,222
|
|
% of sales
|
|
4.0
|
%
|
|
|
|
4.3
|
%
|
|
|
|
7.3
|
%
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Restructuring and impairment costs
|
|
$
|
1,181
|
|
|
*
|
|
$
|
46
|
|
|
-86%
|
|
$
|
332
|
|
|
|
|
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Equity income (loss)
|
|
$
|
(13
|
)
|
|
*
|
|
$
|
522
|
|
|
52%
|
|
$
|
344
|
|
|
|
|
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Net financing charges
|
|
$
|
144
|
|
|
9%
|
|
$
|
132
|
|
|
*
|
|
$
|
22
|
|
|
|
|
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Income tax provision (benefit)
|
|
$
|
480
|
|
|
*
|
|
$
|
99
|
|
|
*
|
|
$
|
1,839
|
|
|
|
|
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Income (loss) attributable to noncontrolling interests
|
|
$
|
84
|
|
|
-1%
|
|
$
|
85
|
|
|
1%
|
|
$
|
84
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Net income (loss) attributable to Adient
|
|
$
|
(1,685
|
)
|
|
*
|
|
$
|
877
|
|
|
*
|
|
$
|
(1,546
|
)
|
|
|
|
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Comprehensive income (loss) attributable to Adient
|
|
$
|
(1,819
|
)
|
|
*
|
|
$
|
756
|
|
|
*
|
|
$
|
(1,575
|
)
|
|
|
|
|
|
•
|
Seating: This segment produces complete seat systems for automotive and other mobility applications, as well as certain components of complete seat systems, such as foam, trim and fabric.
|
|
|
•
|
Seat Structures & Mechanisms (SS&M): This segment produces seat structures and mechanisms for inclusion in complete seat systems that are produced by Adient or others.
|
|
|
•
|
Interiors: This segment, derived from Adient's global automotive interiors joint ventures, produces instrument panels, floor consoles, door panels, overhead consoles, cockpit systems, decorative trim and other products.
|
|
|
Year Ended
September 30, |
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
Seating
|
|
$
|
15,704
|
|
|
$
|
14,742
|
|
|
$
|
15,325
|
|
SS&M
|
|
3,003
|
|
|
2,810
|
|
|
2,992
|
|
|||
Eliminations
|
|
(1,268
|
)
|
|
(1,339
|
)
|
|
(1,527
|
)
|
|||
Total net sales
|
|
$
|
17,439
|
|
|
$
|
16,213
|
|
|
$
|
16,790
|
|
|
|
Year Ended
September 30, |
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
|
||||||
Seating
|
|
$
|
1,411
|
|
|
$
|
1,578
|
|
|
$
|
1,484
|
|
SS&M
|
|
(168
|
)
|
|
82
|
|
|
124
|
|
|||
Interiors
|
|
62
|
|
|
93
|
|
|
91
|
|
|||
Corporate-related costs
(1)
|
|
(105
|
)
|
|
(148
|
)
|
|
(162
|
)
|
|||
Becoming Adient costs
(2)
|
|
(62
|
)
|
|
(95
|
)
|
|
—
|
|
|||
Separation costs
(3)
|
|
—
|
|
|
(10
|
)
|
|
(369
|
)
|
|||
Restructuring and impairment costs
(4)
|
|
(1,181
|
)
|
|
(46
|
)
|
|
(332
|
)
|
|||
Purchase accounting amortization
(5)
|
|
(69
|
)
|
|
(43
|
)
|
|
(37
|
)
|
|||
Restructuring related charges
(6)
|
|
(61
|
)
|
|
(37
|
)
|
|
(14
|
)
|
|||
Pension mark-to-market
(7)
|
|
24
|
|
|
45
|
|
|
(110
|
)
|
|||
Impairment of nonconsolidated partially owned affiliate
(8)
|
|
(358
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on previously-held interest
(9)
|
|
—
|
|
|
151
|
|
|
—
|
|
|||
Depreciation
(10)
|
|
(393
|
)
|
|
(332
|
)
|
|
(327
|
)
|
|||
Stock based compensation
(11)
|
|
(37
|
)
|
|
(29
|
)
|
|
(28
|
)
|
|||
Other items
(12)
|
|
(40
|
)
|
|
(16
|
)
|
|
79
|
|
|||
Earnings (loss) before interest and income taxes
|
|
(977
|
)
|
|
1,193
|
|
|
399
|
|
|||
Net financing charges
|
|
(144
|
)
|
|
(132
|
)
|
|
(22
|
)
|
|||
Income (loss) before income taxes
|
|
$
|
(1,121
|
)
|
|
$
|
1,061
|
|
|
$
|
377
|
|
(1)
|
|
Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal, finance and marketing. The lower levels of corporate-related costs in fiscal 2018 compared to fiscal 2017 primarily relate to reduced discretionary spending and lower levels of incentive compensation. These lower levels of expenses are not anticipated to recur as part of the annual run rate of SG&A.
|
(2)
|
|
Reflects incremental expenses associated with becoming an independent company.
|
(3)
|
|
Reflects expenses associated with and incurred prior to the separation from the former Parent.
|
(4)
|
|
Reflects qualified restructuring charges for costs that are directly attributable to restructuring activities and meet the definition of restructuring under ASC 420 and non-recurring impairment charges. Fiscal 2018 restructuring and impairment costs includes a non-cash pre-tax impairment charge of $1,086 in the SS&M business ($787 million related to long-lived assets $299 million related to goodwill), a $49 million non-cash impairment charge related to assets held for sale and a $46 million qualified restructuring charge. Refer to Note 4, "Property, Plant and Equipment," Note 5, "Goodwill and Other Intangible Assets," Note 14, "Restructuring and Impairment Costs," and Note 15, "Impairment of Long-Lived Assets," of the notes to the consolidated financial statements for more information. Amounts in prior fiscal years relate primarily to qualified restructuring.
|
(5)
|
|
Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.
|
(6)
|
|
Reflects restructuring related charges for costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420.
|
(7)
|
|
Reflects net mark-to-market adjustments on pension and postretirement plans.
|
(8)
|
|
Reflects a non-cash impairment charge related to Adient's YFAI investment balance, which has been recorded within the equity income line in the consolidated statements of income. See Note 18, "Nonconsolidated Partially-Owned Affiliates," for more information.
|
(9)
|
|
An amendment to the rights agreement of a seating affiliate in China was finalized in the fourth quarter of fiscal 2017 giving Adient control of the previously non-consolidated affiliate. Adient began consolidating the entity in July 2017 and was required to apply purchase accounting, including recognizing a gain on our previously held interest, which has been recorded in equity income.
|
(10)
|
|
For the twelve months ended September 30, 2018, depreciation excludes $7 million, which is included in restructuring related charges discussed above. For the twelve months ended September 30, 2017, depreciation excludes $5 million which is included in Becoming Adient costs discussed above.
|
(11)
|
|
For the twelve months ended September 30, 2018 and 2017, stock based compensation excludes $10 million and $16 million, respectively. These amounts are included in Becoming Adient costs discussed above.
|
(12)
|
|
The twelve months ended September 30, 2018 primarily includes $22 million integration costs associated with the acquisition of Futuris, $11 million of non-recurring consulting fees related to SS&M, and a $8 million charge related to the impact of the U.S. tax reform on YFAI. The twelve months ended September 30, 2017 primarily includes $3 million of transaction costs associated with the acquisition of Futuris and $12 million of initial funding of the Adient foundation. The twelve months ended September 30, 2016 includes a $24 million multi-employer pension credit associated with the removal of costs for pension plans that remained with the former Parent, $22 million of favorable settlements from prior year business divestitures, a $20 million favorable legal settlement and a $13 million favorable commercial settlement.
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Net sales
|
|
$
|
15,704
|
|
|
7%
|
|
$
|
14,742
|
|
|
-4%
|
|
$
|
15,325
|
|
Adjusted EBITDA
|
|
$
|
1,411
|
|
|
-11%
|
|
$
|
1,578
|
|
|
6%
|
|
$
|
1,484
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Net sales
|
|
$
|
3,003
|
|
|
7%
|
|
$
|
2,810
|
|
|
-6%
|
|
$
|
2,992
|
|
Adjusted EBITDA
|
|
$
|
(168
|
)
|
|
*
|
|
$
|
82
|
|
|
-34%
|
|
$
|
124
|
|
|
|
|
|
|
|
|
Year Ended
September 30, |
||||||||||||||
(in millions)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Adjusted EBITDA
|
|
$
|
62
|
|
|
-33%
|
|
$
|
93
|
|
|
2%
|
|
$
|
91
|
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided (used) by operating activities
|
|
$
|
679
|
|
|
$
|
746
|
|
|
$
|
(1,034
|
)
|
Cash provided (used) by investing activities
|
|
(487
|
)
|
|
(795
|
)
|
|
(425
|
)
|
|||
Cash provided (used) by financing activities
|
|
(213
|
)
|
|
627
|
|
|
1,516
|
|
|||
Capital expenditures
|
|
(536
|
)
|
|
(577
|
)
|
|
(437
|
)
|
(in millions)
|
|
September 30,
2018
|
|
September 30, 2017
|
||||
Current assets
|
|
$
|
4,309
|
|
|
$
|
4,499
|
|
Current liabilities
|
|
4,192
|
|
|
4,328
|
|
||
Working capital
|
|
$
|
117
|
|
|
$
|
171
|
|
(in millions)
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Beyond 2023
|
||||||||||
Long-term debt (including capital lease obligations)
|
|
$
|
3,456
|
|
|
$
|
2
|
|
|
$
|
1,200
|
|
|
$
|
192
|
|
|
$
|
2,062
|
|
Interest on long-term debt (including capital lease obligations)
|
|
742
|
|
|
136
|
|
|
264
|
|
|
170
|
|
|
172
|
|
|||||
Operating leases
|
|
437
|
|
|
123
|
|
|
154
|
|
|
98
|
|
|
62
|
|
|||||
Purchase obligations
|
|
344
|
|
|
344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension and postretirement contributions
|
|
123
|
|
|
9
|
|
|
20
|
|
|
22
|
|
|
72
|
|
|||||
Total contractual cash obligations
|
|
$
|
5,102
|
|
|
$
|
614
|
|
|
$
|
1,638
|
|
|
$
|
482
|
|
|
$
|
2,368
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Index to Consolidated Financial Statements
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
17,439
|
|
|
$
|
16,213
|
|
|
$
|
16,790
|
|
Cost of sales
|
|
16,528
|
|
|
14,805
|
|
|
15,181
|
|
|||
Gross profit
|
|
911
|
|
|
1,408
|
|
|
1,609
|
|
|||
Selling, general and administrative expenses
|
|
694
|
|
|
691
|
|
|
1,222
|
|
|||
Restructuring and impairment costs
|
|
1,181
|
|
|
46
|
|
|
332
|
|
|||
Equity income (loss)
|
|
(13
|
)
|
|
522
|
|
|
344
|
|
|||
Earnings (loss) before interest and income taxes
|
|
(977
|
)
|
|
1,193
|
|
|
399
|
|
|||
Net financing charges
|
|
144
|
|
|
132
|
|
|
22
|
|
|||
Income (loss) before income taxes
|
|
(1,121
|
)
|
|
1,061
|
|
|
377
|
|
|||
Income tax provision (benefit)
|
|
480
|
|
|
99
|
|
|
1,839
|
|
|||
Net income (loss)
|
|
(1,601
|
)
|
|
962
|
|
|
(1,462
|
)
|
|||
Income (loss) attributable to noncontrolling interests
|
|
84
|
|
|
85
|
|
|
84
|
|
|||
Net income (loss) attributable to Adient
|
|
$
|
(1,685
|
)
|
|
$
|
877
|
|
|
$
|
(1,546
|
)
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(18.06
|
)
|
|
$
|
9.38
|
|
|
$
|
(16.50
|
)
|
Diluted
|
|
$
|
(18.06
|
)
|
|
$
|
9.34
|
|
|
$
|
(16.50
|
)
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
|
$
|
0.825
|
|
|
$
|
0.825
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Shares used in computing earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
93.3
|
|
|
93.5
|
|
|
93.7
|
|
|||
Diluted
|
|
93.3
|
|
|
93.9
|
|
|
93.7
|
|
|
|
Year Ended
September 30, |
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
|
$
|
(1,601
|
)
|
|
$
|
962
|
|
|
$
|
(1,462
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(117
|
)
|
|
(133
|
)
|
|
(36
|
)
|
|||
Realized and unrealized gains (losses) on derivatives
|
|
(10
|
)
|
|
17
|
|
|
3
|
|
|||
Pension and postretirement plans
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||
Other comprehensive income (loss)
|
|
(126
|
)
|
|
(116
|
)
|
|
(34
|
)
|
|||
Total comprehensive income (loss)
|
|
(1,727
|
)
|
|
846
|
|
|
(1,496
|
)
|
|||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
92
|
|
|
90
|
|
|
79
|
|
|||
Comprehensive income (loss) attributable to Adient
|
|
$
|
(1,819
|
)
|
|
$
|
756
|
|
|
$
|
(1,575
|
)
|
|
|
September 30,
|
||||||
(in millions, except share and per share data)
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
687
|
|
|
$
|
709
|
|
Accounts receivable, less allowance for doubtful accounts of $15 and $20, respectively
|
|
2,091
|
|
|
2,224
|
|
||
Inventories
|
|
824
|
|
|
735
|
|
||
Other current assets
|
|
707
|
|
|
831
|
|
||
Current assets
|
|
4,309
|
|
|
4,499
|
|
||
Property, plant and equipment - net
|
|
1,683
|
|
|
2,502
|
|
||
Goodwill
|
|
2,182
|
|
|
2,515
|
|
||
Other intangible assets - net
|
|
460
|
|
|
543
|
|
||
Investments in partially-owned affiliates
|
|
1,407
|
|
|
1,793
|
|
||
Assets held for sale
|
|
37
|
|
|
—
|
|
||
Other noncurrent assets
|
|
864
|
|
|
1,318
|
|
||
Total assets
|
|
$
|
10,942
|
|
|
$
|
13,170
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Short-term debt
|
|
$
|
6
|
|
|
$
|
36
|
|
Current portion of long-term debt
|
|
2
|
|
|
2
|
|
||
Accounts payable
|
|
3,101
|
|
|
2,958
|
|
||
Accrued compensation and benefits
|
|
331
|
|
|
444
|
|
||
Restructuring reserve
|
|
141
|
|
|
236
|
|
||
Other current liabilities
|
|
611
|
|
|
652
|
|
||
Current liabilities
|
|
4,192
|
|
|
4,328
|
|
||
Long-term debt
|
|
3,422
|
|
|
3,440
|
|
||
Pension and postretirement benefits
|
|
124
|
|
|
129
|
|
||
Other noncurrent liabilities
|
|
440
|
|
|
653
|
|
||
Long-term liabilities
|
|
3,986
|
|
|
4,222
|
|
||
Commitments and Contingencies (Note 19)
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
|
47
|
|
|
28
|
|
||
Preferred shares issued, par value $0.001; 100,000,000 shares authorized
Zero shares issued and outstanding at September 30, 2018 |
|
—
|
|
|
—
|
|
||
Ordinary shares issued, par value $0.001; 500,000,000 shares authorized
93,395,662 shares issued and outstanding at September 30, 2018 |
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
3,951
|
|
|
3,942
|
|
||
Retained earnings (accumulated deficit)
|
|
(1,028
|
)
|
|
734
|
|
||
Accumulated other comprehensive income (loss)
|
|
(531
|
)
|
|
(397
|
)
|
||
Shareholders' equity attributable to Adient
|
|
2,392
|
|
|
4,279
|
|
||
Noncontrolling interests
|
|
325
|
|
|
313
|
|
||
Total shareholders' equity
|
|
2,717
|
|
|
4,592
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
10,942
|
|
|
$
|
13,170
|
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Adient
|
|
$
|
(1,685
|
)
|
|
$
|
877
|
|
|
$
|
(1,546
|
)
|
Income attributable to noncontrolling interests
|
|
84
|
|
|
85
|
|
|
84
|
|
|||
Net income (loss)
|
|
(1,601
|
)
|
|
962
|
|
|
(1,462
|
)
|
|||
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
|
|
|
|
|
||||||||
Depreciation
|
|
400
|
|
|
337
|
|
|
327
|
|
|||
Amortization of intangibles
|
|
47
|
|
|
21
|
|
|
17
|
|
|||
Pension and postretirement benefit expense (benefit)
|
|
(36
|
)
|
|
(41
|
)
|
|
113
|
|
|||
Pension and postretirement contributions, net
|
|
11
|
|
|
(38
|
)
|
|
(35
|
)
|
|||
Equity in earnings of partially-owned affiliates, net of dividends received (includes purchase accounting amortization of $22, $22 and $20, respectively)
|
|
(55
|
)
|
|
(91
|
)
|
|
(145
|
)
|
|||
Impairment of nonconsolidated partially owned affiliate
|
|
358
|
|
|
—
|
|
|
—
|
|
|||
Gain on previously-held interest
|
|
—
|
|
|
(151
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
344
|
|
|
(52
|
)
|
|
(572
|
)
|
|||
Non-cash restructuring and impairment charges
|
|
1,134
|
|
|
—
|
|
|
87
|
|
|||
Equity-based compensation
|
|
47
|
|
|
45
|
|
|
28
|
|
|||
Other
|
|
11
|
|
|
(6
|
)
|
|
(11
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
73
|
|
|
30
|
|
|
83
|
|
|||
Inventories
|
|
(106
|
)
|
|
(10
|
)
|
|
49
|
|
|||
Other assets
|
|
46
|
|
|
13
|
|
|
22
|
|
|||
Restructuring reserves
|
|
(135
|
)
|
|
(179
|
)
|
|
73
|
|
|||
Accounts payable and accrued liabilities
|
|
143
|
|
|
(113
|
)
|
|
57
|
|
|||
Accrued income taxes
|
|
(2
|
)
|
|
19
|
|
|
335
|
|
|||
Cash provided (used) by operating activities
|
|
679
|
|
|
746
|
|
|
(1,034
|
)
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(536
|
)
|
|
(577
|
)
|
|
(437
|
)
|
|||
Sale of property, plant and equipment
|
|
53
|
|
|
44
|
|
|
16
|
|
|||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(247
|
)
|
|
—
|
|
|||
Business divestitures
|
|
—
|
|
|
—
|
|
|
18
|
|
|||
Changes in long-term investments
|
|
(4
|
)
|
|
(11
|
)
|
|
(24
|
)
|
|||
Other
|
|
—
|
|
|
(4
|
)
|
|
2
|
|
|||
Cash provided (used) by investing activities
|
|
(487
|
)
|
|
(795
|
)
|
|
(425
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Net transfers from (to) Parent prior to separation
|
|
—
|
|
|
606
|
|
|
117
|
|
|||
Cash transferred from former Parent post separation
|
|
—
|
|
|
315
|
|
|
—
|
|
|||
Increase (decrease) in short-term debt
|
|
(31
|
)
|
|
(7
|
)
|
|
25
|
|
|||
Increase (decrease) in long-term debt
|
|
—
|
|
|
183
|
|
|
1,501
|
|
|||
Repayment of long-term debt
|
|
(2
|
)
|
|
(302
|
)
|
|
(39
|
)
|
|||
Share repurchases
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||
Cash dividends
|
|
(103
|
)
|
|
(52
|
)
|
|
—
|
|
|||
Dividends paid to noncontrolling interests
|
|
(74
|
)
|
|
(79
|
)
|
|
(88
|
)
|
|||
Other
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|||
Cash provided (used) by financing activities
|
|
(213
|
)
|
|
627
|
|
|
1,516
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1
|
)
|
|
26
|
|
|
4
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
(22
|
)
|
|
604
|
|
|
61
|
|
|||
Cash and cash equivalents at beginning of period
|
|
709
|
|
|
105
|
|
|
44
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
687
|
|
|
$
|
709
|
|
|
$
|
105
|
|
(in millions)
|
|
Ordinary Shares
|
|
Additional Paid-in Capital
|
|
Retained Earnings
(Accumulated Deficit)
|
|
Parent's Net Investment
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Shareholders' Equity Attributable
to Adient
|
|
Shareholders' Equity Attributable to Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||
Balance at September 30, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,850
|
|
|
$
|
(247
|
)
|
|
$
|
5,603
|
|
|
$
|
141
|
|
|
$
|
5,744
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,546
|
)
|
|
—
|
|
|
(1,546
|
)
|
|
59
|
|
|
(1,487
|
)
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
|
(6
|
)
|
|
(37
|
)
|
||||||||
Realized and unrealized gains (losses) on derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Pension and postretirement plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Change in Parent's net investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
||||||||
Change in noncontrolling interest share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||||
Dividends attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
||||||||
Balance at September 30, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,452
|
|
|
$
|
(276
|
)
|
|
$
|
4,176
|
|
|
$
|
131
|
|
|
$
|
4,307
|
|
Net income
|
|
—
|
|
|
—
|
|
|
812
|
|
|
65
|
|
|
—
|
|
|
877
|
|
|
60
|
|
|
937
|
|
||||||||
Change in Parent's net investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(880
|
)
|
|
—
|
|
|
(880
|
)
|
|
—
|
|
|
(880
|
)
|
||||||||
Transfers from former Parent
|
|
—
|
|
|
333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
333
|
|
|
—
|
|
|
333
|
|
||||||||
Reclassification of Parent's net investment and issuance of ordinary shares in connection with separation
|
|
—
|
|
|
3,637
|
|
|
—
|
|
|
(3,637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
(138
|
)
|
|
5
|
|
|
(133
|
)
|
||||||||
Realized and unrealized gains (losses) on derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
Dividends declared ($0.825 per share)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
||||||||
Repurchase and retirement of ordinary shares
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||||||
Dividends attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
||||||||
Change in noncontrolling interest share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
175
|
|
||||||||
Share based compensation
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||||
Balance at September 30, 2017
|
|
$
|
—
|
|
|
$
|
3,942
|
|
|
$
|
734
|
|
|
$
|
—
|
|
|
$
|
(397
|
)
|
|
$
|
4,279
|
|
|
$
|
313
|
|
|
$
|
4,592
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
(1,685
|
)
|
|
—
|
|
|
—
|
|
|
(1,685
|
)
|
|
60
|
|
|
(1,625
|
)
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
(125
|
)
|
|
7
|
|
|
(118
|
)
|
||||||||
Realized and unrealized gains (losses) on derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||||
Dividends declared ($0.825 per share)
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
||||||||
Dividends attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(56
|
)
|
||||||||
Change in noncontrolling interest share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
Share based compensation and other
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||||
Balance at September 30, 2018
|
|
$
|
—
|
|
|
$
|
3,951
|
|
|
$
|
(1,028
|
)
|
|
$
|
—
|
|
|
$
|
(531
|
)
|
|
$
|
2,392
|
|
|
$
|
325
|
|
|
$
|
2,717
|
|
1. Basis of Presentation and Summary of Significant Accounting Policies
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Current assets
|
|
$
|
270
|
|
|
$
|
232
|
|
Noncurrent assets
|
|
43
|
|
|
56
|
|
||
Total assets
|
|
$
|
313
|
|
|
$
|
288
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
252
|
|
|
$
|
169
|
|
Total liabilities
|
|
$
|
252
|
|
|
$
|
169
|
|
|
|
Year Ended
September 30, |
||||||||||
(in millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Adient
|
|
$
|
(1,685
|
)
|
|
$
|
877
|
|
|
$
|
(1,546
|
)
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Shares outstanding
|
|
93.3
|
|
|
93.5
|
|
|
93.7
|
|
|||
Effect of dilutive securities
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|||
Diluted shares
|
|
93.3
|
|
|
93.9
|
|
|
93.7
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(18.06
|
)
|
|
$
|
9.38
|
|
|
$
|
(16.50
|
)
|
Diluted
|
|
$
|
(18.06
|
)
|
|
$
|
9.34
|
|
|
$
|
(16.50
|
)
|
2. Acquisitions and Divestitures
|
(in millions)
|
|
Fair Value Allocation
|
||
Cash
|
|
$
|
34
|
|
Accounts receivable
|
|
93
|
|
|
Inventory
|
|
41
|
|
|
Property, plant and equipment
|
|
53
|
|
|
Other assets
|
|
22
|
|
|
Goodwill
|
|
184
|
|
|
Intangible assets
|
|
160
|
|
|
Accounts payable
|
|
(86
|
)
|
|
Other liabilities
|
|
(118
|
)
|
|
Total purchase consideration
|
|
383
|
|
|
Less: cash acquired
|
|
34
|
|
|
Net cash paid
|
|
349
|
|
|
Plus: acquired debt
|
|
4
|
|
|
Net purchase consideration
|
|
$
|
353
|
|
(in millions)
|
|
Fair Value Allocation
|
||
Cash and cash equivalents
|
|
$
|
102
|
|
Accounts receivable
|
|
46
|
|
|
Inventory - net
|
|
2
|
|
|
Other assets
|
|
3
|
|
|
Property, plant and equipment
|
|
17
|
|
|
Goodwill
|
|
79
|
|
|
Identifiable intangibles
|
|
276
|
|
|
Accounts payable
|
|
(83
|
)
|
|
Other liabilities
|
|
(88
|
)
|
|
Fair value of the entity
|
|
$
|
354
|
|
Noncontrolling interest
|
|
(170
|
)
|
|
Adient's interest
|
|
$
|
184
|
|
3. Inventories
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Raw materials and supplies
|
|
$
|
626
|
|
|
$
|
552
|
|
Work-in-process
|
|
38
|
|
|
37
|
|
||
Finished goods
|
|
160
|
|
|
146
|
|
||
Inventories
|
|
$
|
824
|
|
|
$
|
735
|
|
4. Property, Plant and Equipment
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Buildings and improvements
|
|
$
|
1,277
|
|
|
$
|
1,357
|
|
Machinery and equipment
|
|
4,501
|
|
|
4,827
|
|
||
Construction in progress
|
|
298
|
|
|
521
|
|
||
Land
|
|
139
|
|
|
149
|
|
||
Total property, plant and equipment
|
|
6,215
|
|
|
6,854
|
|
||
Less: accumulated depreciation
|
|
(4,532
|
)
|
|
(4,352
|
)
|
||
Property, plant and equipment - net
|
|
$
|
1,683
|
|
|
$
|
2,502
|
|
5. Goodwill and Other Intangible Assets
|
(in millions)
|
|
Seating
|
|
SS&M
|
|
Total
|
||||||
Balance at September 30, 2016
|
|
$
|
2,179
|
|
|
$
|
—
|
|
|
$
|
2,179
|
|
Business acquisitions
|
|
284
|
|
|
—
|
|
|
284
|
|
|||
Currency translation and other
|
|
52
|
|
|
—
|
|
|
52
|
|
|||
Balance at September 30, 2017
|
|
$
|
2,515
|
|
|
$
|
—
|
|
|
$
|
2,515
|
|
Business acquisitions
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||
Realignment of goodwill
|
|
(299
|
)
|
|
299
|
|
|
—
|
|
|||
Impairment
|
|
—
|
|
|
(299
|
)
|
|
(299
|
)
|
|||
Currency translation and other
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||
Balance at September 30, 2018
|
|
$
|
2,182
|
|
|
$
|
—
|
|
|
$
|
2,182
|
|
|
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||||||||||||
(in millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patented technology
|
|
$
|
21
|
|
|
$
|
(14
|
)
|
|
$
|
7
|
|
|
$
|
30
|
|
|
$
|
(15
|
)
|
|
$
|
15
|
|
Customer relationships
|
|
509
|
|
|
(101
|
)
|
|
408
|
|
|
545
|
|
|
(64
|
)
|
|
481
|
|
||||||
Trademarks
|
|
58
|
|
|
(30
|
)
|
|
28
|
|
|
59
|
|
|
(26
|
)
|
|
33
|
|
||||||
Miscellaneous
|
|
29
|
|
|
(12
|
)
|
|
17
|
|
|
22
|
|
|
(8
|
)
|
|
14
|
|
||||||
Total intangible assets
|
|
$
|
617
|
|
|
$
|
(157
|
)
|
|
$
|
460
|
|
|
$
|
656
|
|
|
$
|
(113
|
)
|
|
$
|
543
|
|
6. Product Warranties
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
19
|
|
|
$
|
13
|
|
Accruals for warranties issued during the period
|
|
7
|
|
|
3
|
|
||
Changes in accruals related to pre-existing warranties (including changes in estimates)
|
|
(4
|
)
|
|
13
|
|
||
Settlements made (in cash or in kind) during the period
|
|
(11
|
)
|
|
(10
|
)
|
||
Balance at end of period
|
|
$
|
11
|
|
|
$
|
19
|
|
7. Leases
|
(in millions)
|
|
Operating
Leases
|
||
2019
|
|
$
|
123
|
|
2020
|
|
87
|
|
|
2021
|
|
67
|
|
|
2022
|
|
53
|
|
|
2023
|
|
45
|
|
|
After 2023
|
|
62
|
|
|
Total minimum lease payments
|
|
$
|
437
|
|
8. Debt and Financing Arrangements
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Term Loan A - LIBOR plus 1.75% due in 2021
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
4.875% Notes due in 2026
|
|
900
|
|
|
900
|
|
||
3.50% Notes due in 2024
|
|
1,162
|
|
|
1,180
|
|
||
European Investment Bank Loan - EURIBOR plus 0.90% due in 2022
|
|
192
|
|
|
195
|
|
||
Capital lease obligations
|
|
2
|
|
|
4
|
|
||
Other
|
|
—
|
|
|
1
|
|
||
Less: debt issuance costs
|
|
(32
|
)
|
|
(38
|
)
|
||
Gross long-term debt
|
|
3,424
|
|
|
3,442
|
|
||
Less: current portion
|
|
2
|
|
|
2
|
|
||
Net long-term debt
|
|
$
|
3,422
|
|
|
$
|
3,440
|
|
|
|
Year Ended
September 30,
|
||||||||||||||||||
(in millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Principal payments
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
1,144
|
|
|
$
|
192
|
|
|
$
|
—
|
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Bank borrowings
|
|
$
|
6
|
|
|
$
|
36
|
|
|
$
|
41
|
|
Weighted average interest rate on short-term debt outstanding
(1)
|
|
4.8
|
%
|
|
3.0
|
%
|
|
5.9
|
%
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense, net of capitalized interest costs
|
|
$
|
142
|
|
|
$
|
126
|
|
|
$
|
20
|
|
Banking fees and debt issuance cost amortization
|
|
7
|
|
|
10
|
|
|
4
|
|
|||
Interest income
|
|
(5
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
Net financing charges
|
|
$
|
144
|
|
|
$
|
132
|
|
|
$
|
22
|
|
9. Derivative Instruments and Hedging Activities
|
|
|
Derivatives and Hedging
Activities Designated as
Hedging Instruments
under ASC 815
|
|
Derivatives and Hedging
Activities Not Designated as
Hedging Instruments
under ASC 815
|
||||||||||||
|
|
September 30,
|
||||||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Other noncurrent assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
||||
Equity swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Cross-currency interest rate swaps
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
17
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Other noncurrent liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Equity swaps
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
|
1,162
|
|
|
1,180
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
1,175
|
|
|
$
|
1,189
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
|
|
September 30,
|
||||||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Gross amount recognized
|
|
$
|
23
|
|
|
$
|
8
|
|
|
$
|
1,177
|
|
|
$
|
1,191
|
|
Gross amount eligible for offsetting
|
|
(5
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(2
|
)
|
||||
Net amount
|
|
$
|
18
|
|
|
$
|
6
|
|
|
$
|
1,172
|
|
|
$
|
1,189
|
|
(in millions)
|
|
Year Ended
September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||
Foreign currency exchange derivatives
|
|
$
|
(9
|
)
|
|
$
|
3
|
|
|
$
|
34
|
|
(in millions)
|
|
|
|
Year Ended
September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
(3
|
)
|
|
$
|
(13
|
)
|
|
$
|
31
|
|
(in millions)
|
|
|
|
Year Ended
September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
4
|
|
|
$
|
(20
|
)
|
|
$
|
10
|
|
Equity swap
|
|
Selling, general and administrative
|
|
(25
|
)
|
|
3
|
|
|
—
|
|
|||
Foreign currency exchange derivatives
|
|
Net financing charges
|
|
(5
|
)
|
|
36
|
|
|
(3
|
)
|
|||
Total
|
|
|
|
$
|
(26
|
)
|
|
$
|
19
|
|
|
$
|
7
|
|
10. Fair Value Measurements
|
|
|
Fair Value Measurements Using:
|
||||||||||||||
(in millions)
|
|
Total as of
September 30,
2018
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Other noncurrent assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Cross-currency interest rate swaps
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Total assets
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Other noncurrent liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Equity swaps
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements Using:
|
||||||||||||||
(in millions)
|
|
Total as of
September 30,
2017
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Other noncurrent assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Equity swaps
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total assets
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Other noncurrent liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
11. Stock-Based Compensation
|
|
|
Weighted
Average
Price
|
|
Shares/Units
Subject to
Restriction
|
|||
Nonvested, September 30, 2017
|
|
$
|
45.49
|
|
|
2,252,438
|
|
Granted
|
|
$
|
76.91
|
|
|
287,590
|
|
Vested
|
|
$
|
47.25
|
|
|
(883,048
|
)
|
Forfeited
|
|
$
|
59.31
|
|
|
(214,969
|
)
|
Nonvested, September 30, 2018
|
|
$
|
48.62
|
|
|
1,442,011
|
|
|
|
|
|
|
|||
Former Parent nonvested, September 30, 2018
|
|
$
|
44.12
|
|
|
545,463
|
|
Adient nonvested, September 30, 2018
|
|
$
|
51.81
|
|
|
896,548
|
|
Total nonvested, September 30, 2018
|
|
$
|
48.62
|
|
|
1,442,011
|
|
|
|
Weighted
Average Price |
|
Shares/Units
Subject to PSU |
|||
Nonvested, September 30, 2017
|
|
$
|
44.60
|
|
|
236,034
|
|
Granted
|
|
$
|
84.97
|
|
|
176,100
|
|
Vested
|
|
$
|
—
|
|
|
—
|
|
Forfeited
|
|
$
|
71.14
|
|
|
(146,071
|
)
|
Nonvested, September 30, 2018
|
|
$
|
56.75
|
|
|
266,063
|
|
|
|
Weighted
Average
Option Price
|
|
Shares
Subject to
Option
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2017
|
|
$
|
32.04
|
|
|
1,422,133
|
|
|
|
|
|
||
Exercised
|
|
$
|
27.10
|
|
|
(305,492
|
)
|
|
|
|
|
||
Forfeited, expired or converted
|
|
$
|
30.71
|
|
|
(28,660
|
)
|
|
|
|
|
||
Outstanding, September 30, 2018
|
|
$
|
34.51
|
|
|
1,087,981
|
|
|
4.2
|
|
$
|
6
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable, September 30, 2018
|
|
$
|
33.91
|
|
|
1,022,716
|
|
|
4.0
|
|
$
|
6
|
|
|
|
|
|
|
|
|
|
|
|||||
Former Parent outstanding, September 30, 2018
|
|
$
|
34.27
|
|
|
983,406
|
|
|
4.2
|
|
$
|
5
|
|
Adient outstanding, September 30, 2018
|
|
$
|
36.81
|
|
|
104,575
|
|
|
4.2
|
|
$
|
1
|
|
Total outstanding, September 30, 2018
|
|
$
|
34.51
|
|
|
1,087,981
|
|
|
4.2
|
|
$
|
6
|
|
|
|
|
|
|
|
|
|
|
|||||
Former Parent exercisable, September 30, 2018
|
|
$
|
33.60
|
|
|
919,440
|
|
|
4.0
|
|
$
|
5
|
|
Adient exercisable, September 30, 2018
|
|
$
|
36.70
|
|
|
103,276
|
|
|
4.2
|
|
$
|
1
|
|
Total exercisable, September 30, 2018
|
|
$
|
33.91
|
|
|
1,022,716
|
|
|
4.0
|
|
$
|
6
|
|
|
|
Weighted
Average
SAR Price
|
|
Shares
Subject to
SAR
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2017
|
|
$
|
28.12
|
|
|
549,158
|
|
|
|
|
|
||
Converted
|
|
$
|
26.09
|
|
|
10,467
|
|
|
|
|
|
||
Exercised
|
|
$
|
26.59
|
|
|
(164,604
|
)
|
|
|
|
|
||
Forfeited or expired
|
|
$
|
25.92
|
|
|
(3,751
|
)
|
|
|
|
|
||
Outstanding, September 30, 2018
|
|
$
|
29.12
|
|
|
391,270
|
|
|
3.5
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable, September 30, 2018
|
|
$
|
28.53
|
|
|
376,583
|
|
|
3.4
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|||||
Former Parent outstanding, September 30, 2018
|
|
$
|
28.81
|
|
|
363,361
|
|
|
3.5
|
|
$
|
3
|
|
Adient outstanding, September 30, 2018
|
|
$
|
33.10
|
|
|
27,909
|
|
|
3.5
|
|
$
|
—
|
|
Total outstanding, September 30, 2018
|
|
$
|
29.12
|
|
|
391,270
|
|
|
3.5
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|||||
Former Parent exercisable, September 30, 2018
|
|
$
|
28.24
|
|
|
350,010
|
|
|
3.4
|
|
$
|
3
|
|
Adient exercisable, September 30, 2018
|
|
$
|
32.47
|
|
|
26,573
|
|
|
3.4
|
|
$
|
—
|
|
Total exercisable, September 30, 2018
|
|
$
|
28.53
|
|
|
376,583
|
|
|
3.4
|
|
$
|
3
|
|
12. Equity and Noncontrolling Interests
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
(398
|
)
|
|
$
|
(260
|
)
|
|
$
|
(229
|
)
|
Aggregate adjustment for the period, net of tax
|
|
(125
|
)
|
|
(138
|
)
|
|
(31
|
)
|
|||
Balance at end of period
|
|
(523
|
)
|
|
(398
|
)
|
|
(260
|
)
|
|||
Realized and unrealized gains (losses) on derivatives
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
3
|
|
|
(14
|
)
|
|
(17
|
)
|
|||
Current period changes in fair value, net of tax
|
|
(13
|
)
|
|
6
|
|
|
26
|
|
|||
Reclassification to income, net of tax
|
|
3
|
|
|
11
|
|
|
(23
|
)
|
|||
Balance at end of period
|
|
(7
|
)
|
|
3
|
|
|
(14
|
)
|
|||
Pension and postretirement plans
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Net reclassifications to AOCI
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||
Balance at end of period
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Accumulated other comprehensive income (loss), end of period
|
|
$
|
(531
|
)
|
|
$
|
(397
|
)
|
|
$
|
(276
|
)
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
28
|
|
|
$
|
34
|
|
|
$
|
31
|
|
Net income
|
|
24
|
|
|
25
|
|
|
25
|
|
|||
Foreign currency translation adjustments
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Dividends
|
|
(7
|
)
|
|
(31
|
)
|
|
(23
|
)
|
|||
Change in noncontrolling interest share
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
47
|
|
|
$
|
28
|
|
|
$
|
34
|
|
13. Retirement Plans
|
2019
|
$
|
22
|
|
2020
|
21
|
|
|
2021
|
21
|
|
|
2022
|
27
|
|
|
2023
|
23
|
|
|
2024-2028
|
155
|
|
(in millions)
|
|
Real Estate
|
||
Pension
|
|
|
||
Asset value as of September 30, 2016
|
|
$
|
9
|
|
Redemptions
|
|
(1
|
)
|
|
Unrealized gain
|
|
3
|
|
|
Asset value as of September 30, 2017
|
|
$
|
11
|
|
Redemptions
|
|
(5
|
)
|
|
Asset value as of September 30, 2018
|
|
$
|
6
|
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
(1)
|
||||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Accumulated Benefit Obligation
|
|
$
|
526
|
|
|
$
|
577
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
|
$
|
600
|
|
|
$
|
637
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Service cost
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
|
14
|
|
|
12
|
|
|
—
|
|
|
1
|
|
||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Actuarial (gain) loss
|
|
(33
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits and settlements paid
|
|
(28
|
)
|
|
(29
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Settlement (gain)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||
Currency translation adjustment
|
|
(14
|
)
|
|
23
|
|
|
—
|
|
|
(1
|
)
|
||||
Projected benefit obligation at end of year
|
|
$
|
547
|
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
491
|
|
|
$
|
457
|
|
|
$
|
15
|
|
|
$
|
12
|
|
Actual return on plan assets
|
|
9
|
|
|
9
|
|
|
1
|
|
|
2
|
|
||||
Employer contributions/(distributions)
|
|
(11
|
)
|
|
37
|
|
|
—
|
|
|
2
|
|
||||
Benefits and settlements paid
|
|
(28
|
)
|
|
(29
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Reallocation of plan assets
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||
Currency translation adjustment
|
|
(12
|
)
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
449
|
|
|
$
|
491
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Funded status
|
|
$
|
(98
|
)
|
|
$
|
(109
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
||||||||
Prepaid benefit cost
|
|
$
|
29
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liability
|
|
(127
|
)
|
|
(131
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Net amount recognized
|
|
$
|
(98
|
)
|
|
$
|
(109
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
|||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
Weighted Average Assumptions
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discount rate
(2)
|
|
4.29
|
%
|
|
3.85
|
%
|
|
2.63
|
%
|
|
2.60
|
%
|
|
NA
|
|
3.50
|
%
|
Rate of compensation increase
|
|
NA
|
|
|
NA
|
|
|
3.53
|
%
|
|
3.55
|
%
|
|
NA
|
|
NA
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of Net Periodic Benefit Cost (Credit):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
14
|
|
|
12
|
|
|
16
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Expected return on plan assets
|
|
(18
|
)
|
|
(17
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial (gain) loss
|
|
(24
|
)
|
|
(43
|
)
|
|
109
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
||||||
Settlement (gain) loss
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
(20
|
)
|
|
$
|
(40
|
)
|
|
$
|
112
|
|
|
$
|
(15
|
)
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|
|
|
|
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Expense Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
3.85
|
%
|
|
3.70
|
%
|
|
4.40
|
%
|
|
2.62
|
%
|
|
2.10
|
%
|
|
3.40
|
%
|
|
NA
|
|
3.25
|
%
|
|
3.80
|
%
|
Expected return on plan assets
|
|
5.15
|
%
|
|
5.50
|
%
|
|
7.50
|
%
|
|
4.19
|
%
|
|
3.80
|
%
|
|
4.45
|
%
|
|
NA
|
|
3.35
|
%
|
|
3.80
|
%
|
Rate of compensation increase
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
3.53
|
%
|
|
4.00
|
%
|
|
3.00
|
%
|
|
NA
|
|
NA
|
|
|
NA
|
|
14. Restructuring and Impairment Costs
|
(in millions)
|
|
Employee Severance and Termination Benefits
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||
Original Reserve
|
|
$
|
68
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
71
|
|
Utilized—cash
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||
Utilized—noncash
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
Balance at September 30, 2018
|
|
$
|
49
|
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
48
|
|
(in millions)
|
|
Employee Severance and Termination Benefits
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||
Original Reserve
|
|
$
|
42
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
46
|
|
Utilized—cash
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
||||
Balance at September 30, 2017
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||
Utilized—cash
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
||||
Balance at September 30, 2018
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
(in millions)
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||||
Original Reserve
|
|
$
|
223
|
|
|
$
|
87
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
332
|
|
Utilized—cash
|
|
(29
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Utilized—noncash
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
(2
|
)
|
|
(89
|
)
|
|||||
Balance at September 30, 2016
|
|
194
|
|
|
—
|
|
|
21
|
|
|
(2
|
)
|
|
213
|
|
|||||
Utilized—cash
|
|
(48
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(60
|
)
|
|||||
Utilized—noncash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Balance at September 30, 2017
|
|
146
|
|
|
—
|
|
|
9
|
|
|
5
|
|
|
160
|
|
|||||
Noncash adjustment—underspend
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
Utilized—cash
|
|
(55
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Utilized—noncash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Balance at September 30, 2018
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
75
|
|
15. Impairment of Long-Lived Assets
|
16. Income Taxes
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ireland
|
|
$
|
4
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
United States
|
|
(324
|
)
|
|
122
|
|
|
330
|
|
|||
Other Foreign
|
|
(801
|
)
|
|
945
|
|
|
47
|
|
|||
Income before income taxes and noncontrolling interests
|
|
$
|
(1,121
|
)
|
|
$
|
1,061
|
|
|
$
|
377
|
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
|
||||||
Ireland
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
US - Federal and State
|
|
7
|
|
|
14
|
|
|
1,548
|
|
|||
Other Foreign
|
|
128
|
|
|
137
|
|
|
863
|
|
|||
|
|
136
|
|
|
151
|
|
|
2,411
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Ireland
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
US - Federal and State
|
|
417
|
|
|
13
|
|
|
(295
|
)
|
|||
Other Foreign
|
|
(73
|
)
|
|
(63
|
)
|
|
(277
|
)
|
|||
|
|
344
|
|
|
(52
|
)
|
|
(572
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income tax provision
|
|
$
|
480
|
|
|
$
|
99
|
|
|
$
|
1,839
|
|
|
|
Year Ended
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Tax expense at Ireland statutory rate
|
|
$
|
(140
|
)
|
|
$
|
133
|
|
State and local income taxes, net of federal benefit
|
|
(60
|
)
|
|
(10
|
)
|
||
Foreign tax rate differential
|
|
(146
|
)
|
|
(67
|
)
|
||
Notional interest deduction
|
|
(66
|
)
|
|
(28
|
)
|
||
Credits and incentives
|
|
(13
|
)
|
|
(13
|
)
|
||
Gain on previously-held interest
|
|
—
|
|
|
(19
|
)
|
||
Impairment
|
|
(21
|
)
|
|
—
|
|
||
Repatriation of foreign earnings
|
|
36
|
|
|
30
|
|
||
Foreign exchange
|
|
3
|
|
|
(11
|
)
|
||
Impact of enacted tax rate changes
|
|
23
|
|
|
10
|
|
||
Impact of U.S. tax reform
|
|
210
|
|
|
—
|
|
||
Change in uncertain tax positions
|
|
97
|
|
|
50
|
|
||
Change in valuation allowance
|
|
554
|
|
|
21
|
|
||
Other
|
|
3
|
|
|
3
|
|
||
Income tax provision
|
|
$
|
480
|
|
|
$
|
99
|
|
(in millions)
|
|
Year Ended
September 30, 2016
|
||
Tax expense at the U.S. federal statutory rate
|
|
$
|
136
|
|
State income taxes, net of federal benefit
|
|
—
|
|
|
Foreign income tax expense at different rates and foreign losses without tax benefits
|
|
(92
|
)
|
|
U.S. tax on foreign income
|
|
(207
|
)
|
|
U.S. credits and incentives
|
|
(7
|
)
|
|
Impacts of transactions and business divestitures
|
|
1,988
|
|
|
Reserve and valuation allowance adjustments
|
|
14
|
|
|
Other
|
|
7
|
|
|
Income tax provision
|
|
$
|
1,839
|
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Other noncurrent assets
|
|
$
|
506
|
|
|
$
|
1,025
|
|
Other noncurrent liabilities
|
|
(217
|
)
|
|
(389
|
)
|
||
Net deferred tax asset
|
|
$
|
289
|
|
|
$
|
636
|
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses and reserves
|
|
$
|
64
|
|
|
$
|
83
|
|
Employee and retiree benefits
|
|
35
|
|
|
58
|
|
||
Net operating loss and other credit carryforwards
|
|
527
|
|
|
340
|
|
||
Property, plant and equipment
|
|
163
|
|
|
3
|
|
||
Intangible assets
|
|
361
|
|
|
463
|
|
||
Research and development
|
|
16
|
|
|
9
|
|
||
Joint ventures and partnerships
|
|
4
|
|
|
—
|
|
||
Other
|
|
23
|
|
|
13
|
|
||
|
|
1,193
|
|
|
969
|
|
||
Valuation allowances
|
|
(846
|
)
|
|
(223
|
)
|
||
|
|
347
|
|
|
746
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Unremitted earnings of foreign subsidiaries
|
|
58
|
|
|
95
|
|
||
Joint ventures and partnerships
|
|
—
|
|
|
15
|
|
||
|
|
58
|
|
|
110
|
|
||
Net deferred tax asset
|
|
$
|
289
|
|
|
$
|
636
|
|
Tax Jurisdiction
|
|
Earliest Year Open
|
Brazil
|
|
2013
|
China
|
|
2011
|
Czech Republic
|
|
2011
|
France
|
|
2015
|
Germany
|
|
2013
|
Hong Kong
|
|
2012
|
Japan
|
|
2013
|
Luxembourg
|
|
2013
|
Mexico
|
|
2013
|
Poland
|
|
2008
|
Spain
|
|
2012
|
United Kingdom
|
|
2012
|
United States
|
|
2017
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
193
|
|
|
$
|
596
|
|
|
$
|
390
|
|
Additions for tax positions related to the current year
|
|
110
|
|
|
76
|
|
|
288
|
|
|||
Additions for tax positions of prior years
|
|
12
|
|
|
5
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
|
(21
|
)
|
|
(471
|
)
|
|
(65
|
)
|
|||
Settlements with taxing authorities
|
|
—
|
|
|
(7
|
)
|
|
(15
|
)
|
|||
Statute closings
|
|
(6
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Ending balance
|
|
$
|
288
|
|
|
$
|
193
|
|
|
$
|
596
|
|
17. Segment Information
|
•
|
Seating: This segment produces complete seat systems for automotive and other mobility applications, as well as certain components of complete seat systems, such as foam, trim and fabric.
|
|
|
•
|
Seat Structures & Mechanisms (SS&M): This segment produces seat structures and mechanisms for inclusion in complete seat systems that are produced by Adient or others.
|
|
|
•
|
Interiors: This segment, derived from Adient's global automotive interiors joint ventures, produces instrument panels, floor consoles, door panels, overhead consoles, cockpit systems, decorative trim and other products.
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
Seating
|
|
$
|
15,704
|
|
|
$
|
14,742
|
|
|
$
|
15,325
|
|
SS&M
|
|
3,003
|
|
|
2,810
|
|
|
2,992
|
|
|||
Eliminations
|
|
(1,268
|
)
|
|
(1,339
|
)
|
|
(1,527
|
)
|
|||
Total net sales
|
|
$
|
17,439
|
|
|
$
|
16,213
|
|
|
$
|
16,790
|
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
|
||||||
Seating
|
|
$
|
1,411
|
|
|
$
|
1,578
|
|
|
$
|
1,484
|
|
SS&M
|
|
(168
|
)
|
|
82
|
|
|
124
|
|
|||
Interiors
|
|
62
|
|
|
93
|
|
|
91
|
|
|||
Corporate-related costs
(1)
|
|
(105
|
)
|
|
(148
|
)
|
|
(162
|
)
|
|||
Becoming Adient costs
(2)
|
|
(62
|
)
|
|
(95
|
)
|
|
—
|
|
|||
Separation costs
(3)
|
|
—
|
|
|
(10
|
)
|
|
(369
|
)
|
|||
Restructuring and impairment costs
(4)
|
|
(1,181
|
)
|
|
(46
|
)
|
|
(332
|
)
|
|||
Purchase accounting amortization
(5)
|
|
(69
|
)
|
|
(43
|
)
|
|
(37
|
)
|
|||
Restructuring related charges
(6)
|
|
(61
|
)
|
|
(37
|
)
|
|
(14
|
)
|
|||
Pension mark-to-market
(7)
|
|
24
|
|
|
45
|
|
|
(110
|
)
|
|||
Impairment of nonconsolidated partially owned affiliate
(8)
|
|
(358
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on previously-held interest
(9)
|
|
—
|
|
|
151
|
|
|
—
|
|
|||
Depreciation
(10)
|
|
(393
|
)
|
|
(332
|
)
|
|
(327
|
)
|
|||
Stock based compensation
(11)
|
|
(37
|
)
|
|
(29
|
)
|
|
(28
|
)
|
|||
Other items
(12)
|
|
(40
|
)
|
|
(16
|
)
|
|
79
|
|
|||
Earnings (loss) before interest and income taxes
|
|
(977
|
)
|
|
1,193
|
|
|
399
|
|
|||
Net financing charges
|
|
(144
|
)
|
|
(132
|
)
|
|
(22
|
)
|
|||
Income (loss) before income taxes
|
|
$
|
(1,121
|
)
|
|
$
|
1,061
|
|
|
$
|
377
|
|
(1)
|
|
Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal, finance and marketing.
|
(2)
|
|
Reflects incremental expenses associated with becoming an independent company.
|
(3)
|
|
Reflects expenses associated with and incurred prior to the separation from the former Parent.
|
(4)
|
|
Reflects qualified restructuring charges for costs that are directly attributable to restructuring activities and meet the definition of restructuring under ASC 420 and non-recurring impairment charges. Fiscal 2018 restructuring and impairment costs includes a non-cash pre-tax impairment charge of $1,086 in the SS&M business ($787 million related to long-lived assets $299 million related to goodwill), a $49 million non-cash impairment charge related to assets held for sale and a $46 million qualified restructuring charge. Refer to Note 4, "Property, Plant and Equipment," Note 5, "Goodwill and Other Intangible Assets," Note 14, "Restructuring and Impairment Costs," and Note 15, "Impairment of Long-Lived Assets," of the notes to the consolidated financial statements for more information. Amounts in prior fiscal years relate primarily to qualified restructuring.
|
(5)
|
|
Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.
|
(6)
|
|
Reflects restructuring related charges for costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420.
|
(7)
|
|
Reflects net mark-to-market adjustments on pension and postretirement plans.
|
(8)
|
|
Reflects a non-cash impairment charge related to Adient's YFAI investment balance, which has been recorded within the equity income line in the consolidated statements of income. See Note 18, "Nonconsolidated Partially-Owned Affiliates," for more information.
|
(9)
|
|
An amendment to the rights agreement of a seating affiliate in China was finalized in the fourth quarter of fiscal 2017 giving Adient control of the previously non-consolidated affiliate. Adient began consolidating the entity in July 2017 and was required to apply purchase accounting, including recognizing a gain on our previously held interest, which has been recorded in equity income.
|
(10)
|
|
For the twelve months ended September 30, 2018, depreciation excludes $7 million, which is included in restructuring related charges discussed above. For the twelve months ended September 30, 2017, depreciation excludes $5 million which is included in Becoming Adient costs discussed above.
|
(11)
|
|
For the twelve months ended September 30, 2018 and 2017, stock based compensation excludes $10 million and $16 million, respectively. These amounts are included in Becoming Adient costs discussed above.
|
(12)
|
|
The twelve months ended September 30, 2018 primarily includes $22 million integration costs associated with the acquisition of Futuris, $11 million of non-recurring consulting fees related to SS&M, and a $8 million charge related to the impact of the U.S. tax reform on YFAI. The twelve months ended September 30, 2017 primarily includes $3 million of transaction costs associated with the acquisition of Futuris and $12 million of initial funding of the Adient foundation. The twelve months ended September 30, 2016 includes a $24 million multi-employer pension credit associated with the removal of costs for pension plans that remained with the former Parent, $22 million of favorable settlements from prior year business divestitures, a $20 million favorable legal settlement and a $13 million favorable commercial settlement.
|
|
|
Year Ended September 30, 2018
|
||||||||||||||||||
|
|
Reportable Segments
|
|
Reconciling Items
(1)
|
|
Consolidated
|
||||||||||||||
(in millions)
|
|
Seating
|
|
SS&M
|
|
Interiors
|
|
|
||||||||||||
Net Sales
|
|
$
|
15,704
|
|
|
$
|
3,003
|
|
|
$
|
—
|
|
|
$
|
(1,268
|
)
|
|
$
|
17,439
|
|
Equity Income
|
|
279
|
|
|
44
|
|
|
62
|
|
|
(398
|
)
|
|
(13
|
)
|
|||||
Total Assets
|
|
7,631
|
|
|
1,380
|
|
|
672
|
|
|
1,259
|
|
|
10,942
|
|
|||||
Depreciation
|
|
211
|
|
|
179
|
|
|
—
|
|
|
10
|
|
|
400
|
|
|||||
Amortization
|
|
36
|
|
|
8
|
|
|
—
|
|
|
3
|
|
|
47
|
|
|||||
Capital Expenditures
|
|
281
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
536
|
|
(1)
|
|
Reconciling items include the elimination of intercompany transactions, corporate-related assets, depreciation and amortization and amounts to reconcile to consolidated totals. Specific reconciling items included in equity income are a $358 million non-cash impairment charge related to Adient's YFAI investment balance, $22 million of purchase accounting amortization related to the YFAI joint venture, $10 million of restructuring related charges and a $8 million charge related to the impact of the U.S. tax reform on YFAI. Corporate-related assets primarily include cash, deferred income tax assets, and Adient's aviation assets.
|
|
|
Year Ended September 30, 2017
|
||||||||||||||||||
|
|
Reportable Segments
|
|
Reconciling Items
(1)
|
|
Consolidated
|
||||||||||||||
(in millions)
|
|
Seating
|
|
SS&M
|
|
Interiors
|
|
|
||||||||||||
Net Sales
|
|
$
|
14,742
|
|
|
$
|
2,810
|
|
|
$
|
—
|
|
|
$
|
(1,339
|
)
|
|
$
|
16,213
|
|
Equity Income
|
|
264
|
|
|
37
|
|
|
93
|
|
|
128
|
|
|
522
|
|
|||||
Total Assets
|
|
8,096
|
|
|
2,115
|
|
|
1,109
|
|
|
1,850
|
|
|
13,170
|
|
|||||
Depreciation
|
|
183
|
|
|
145
|
|
|
—
|
|
|
9
|
|
|
337
|
|
|||||
Amortization
|
|
10
|
|
|
7
|
|
|
—
|
|
|
4
|
|
|
21
|
|
|||||
Capital Expenditures
|
|
291
|
|
|
259
|
|
|
—
|
|
|
27
|
|
|
577
|
|
(1)
|
|
Reconciling items include the elimination of intercompany transactions, corporate-related assets, depreciation and amortization and amounts to reconcile to consolidated totals. Included in equity income is a $151 million gain on a previously held interest in a China Seating affiliate that Adient began consolidating in the fourth quarter of fiscal 2017 as a result of an amendment to the related rights agreement, offset by $22 million of purchase accounting amortization related to the YFAI joint venture and $1 million of restructuring related costs related to the YFAI joint venture. Corporate-related assets primarily include cash, deferred income tax assets, and Adient's aviation assets.
|
|
|
Year Ended September 30, 2016
|
||||||||||||||||||
|
|
Reportable Segments
|
|
Reconciling Items
(1)
|
|
Consolidated
|
||||||||||||||
(in millions)
|
|
Seating
|
|
SS&M
|
|
Interiors
|
|
|
||||||||||||
Net Sales
|
|
$
|
15,325
|
|
|
$
|
2,992
|
|
|
$
|
—
|
|
|
$
|
(1,527
|
)
|
|
$
|
16,790
|
|
Equity Income
|
|
243
|
|
|
30
|
|
|
91
|
|
|
(20
|
)
|
|
344
|
|
|||||
Total Assets
|
|
7,062
|
|
|
1,757
|
|
|
1,039
|
|
|
3,098
|
|
|
12,956
|
|
|||||
Depreciation
|
|
175
|
|
|
144
|
|
|
—
|
|
|
8
|
|
|
327
|
|
|||||
Amortization
|
|
4
|
|
|
2
|
|
|
—
|
|
|
11
|
|
|
17
|
|
|||||
Capital Expenditures
|
|
225
|
|
|
202
|
|
|
—
|
|
|
10
|
|
|
437
|
|
(1)
|
|
Reconciling items include the elimination of intercompany transactions, corporate-related assets, depreciation and amortization and amounts to reconcile to consolidated totals. Included in equity income is $20 million of purchase accounting amortization related to the YFAI joint venture. Corporate-related assets primarily include cash, deferred income tax assets, and Adient's aviation assets.
|
Net Sales
|
|
|
|
|
|
|
||||||
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
6,118
|
|
|
$
|
5,798
|
|
|
$
|
6,581
|
|
Germany
|
|
1,464
|
|
|
1,584
|
|
|
1,901
|
|
|||
Mexico
|
|
1,177
|
|
|
1,079
|
|
|
998
|
|
|||
Other European countries
|
|
5,519
|
|
|
5,012
|
|
|
4,752
|
|
|||
Other foreign
|
|
3,161
|
|
|
2,740
|
|
|
2,558
|
|
|||
Total
|
|
$
|
17,439
|
|
|
$
|
16,213
|
|
|
$
|
16,790
|
|
Long-Lived Assets
|
|
|
|
|
|
|
||||||
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
474
|
|
|
$
|
685
|
|
|
$
|
580
|
|
Germany
|
|
197
|
|
|
380
|
|
|
360
|
|
|||
Mexico
|
|
161
|
|
|
277
|
|
|
250
|
|
|||
Other European countries
|
|
556
|
|
|
873
|
|
|
732
|
|
|||
Other foreign
|
|
295
|
|
|
287
|
|
|
273
|
|
|||
Total
|
|
$
|
1,683
|
|
|
$
|
2,502
|
|
|
$
|
2,195
|
|
18. Nonconsolidated Partially-Owned Affiliates
|
|
|
% ownership
|
||
Name of key partially-owned affiliate
|
|
2018
|
|
2017
|
Seating
|
|
|
|
|
Changchun FAWAY Adient Automotive Systems Co. Ltd. (CFAA)
|
|
49.0%
|
|
49.0%
|
Yanfeng Adient Seating Co., Ltd. (YFAS)
|
|
49.9%
|
|
49.9%
|
SS&M
|
|
|
|
|
Adient Yanfeng Seating Mechanism Co., Ltd. (AYM)
|
|
50.0%
|
|
50.0%
|
Interiors
|
|
|
|
|
Yanfeng Global Automotive Interiors Systems Co., Ltd. (YFAI)
|
|
30.0%
|
|
30.0%
|
|
|
Year Ended
September 30,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income statement data:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
18,258
|
|
|
$
|
17,262
|
|
|
$
|
16,126
|
|
Gross profit
|
|
$
|
2,214
|
|
|
$
|
1,994
|
|
|
$
|
1,796
|
|
Net income
|
|
$
|
823
|
|
|
$
|
1,039
|
|
|
$
|
973
|
|
Net income attributable to the entity
|
|
$
|
773
|
|
|
$
|
974
|
|
|
$
|
918
|
|
|
|
September 30,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
Balance sheet data:
|
|
|
|
|
||||
Current assets
|
|
$
|
7,716
|
|
|
$
|
7,720
|
|
Noncurrent assets
|
|
$
|
3,455
|
|
|
$
|
3,157
|
|
Current liabilities
|
|
$
|
7,579
|
|
|
$
|
7,362
|
|
Noncurrent liabilities
|
|
$
|
433
|
|
|
$
|
380
|
|
Noncontrolling interests
|
|
$
|
120
|
|
|
$
|
139
|
|
19. Commitments and Contingencies
|
20. Related Party Transactions
|
|
|
|
|
Year Ended
September 30, |
||||||||||
(in millions)
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales to related parties
|
|
Net sales
|
|
$
|
389
|
|
|
$
|
409
|
|
|
$
|
438
|
|
Purchases from related parties
|
|
Cost of sales
|
|
614
|
|
|
511
|
|
|
443
|
|
|
|
|
|
September 30,
|
||||||
(in millions)
|
|
|
|
2018
|
|
2017
|
||||
Accounts receivable due from related parties
|
|
Accounts receivable
|
|
$
|
91
|
|
|
$
|
129
|
|
Accounts payable due to related parties
|
|
Accounts payable
|
|
102
|
|
|
104
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
|
None.
|
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
|
|
Not applicable.
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Index to Consolidated Financial Statements
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
(2)
|
Financial Statement Schedules
|
|
|
Year Ended
September 30, |
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Accounts Receivable - Allowance for Doubtful Accounts
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
20
|
|
|
$
|
21
|
|
|
$
|
12
|
|
Provision charged to costs and expenses
|
|
12
|
|
|
13
|
|
|
17
|
|
|||
Reserve adjustments
|
|
(17
|
)
|
|
(14
|
)
|
|
(8
|
)
|
|||
Balance at end of period
|
|
$
|
15
|
|
|
$
|
20
|
|
|
$
|
21
|
|
Deferred Tax Assets - Valuation Allowance
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
223
|
|
|
$
|
267
|
|
|
$
|
392
|
|
Allowance provision for new operating and other loss carryforwards
|
|
669
|
|
|
23
|
|
|
53
|
|
|||
Allowance provision (benefit) adjustments
|
|
(46
|
)
|
|
(67
|
)
|
|
(178
|
)
|
|||
Balance at end of period
|
|
$
|
846
|
|
|
$
|
223
|
|
|
$
|
267
|
|
(3)
|
Exhibits required by Item 601 of Regulation S-K
|
Exhibit No.
|
|
Exhibit Title
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
#
|
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Adient hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC.
|
|
|
|
*
|
|
Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.
|
Item 16.
|
Summary
|
|
Adient plc
|
|
|
By:
|
/s/ Douglas G. Del Grosso
|
|
|
Douglas G. Del Grosso
|
|
|
President and Chief Executive Officer and a Director
|
|
Date:
|
November 29, 2018
|
|
|
|
|
By:
|
/s/ Jeffrey M. Stafeil
|
|
|
Jeffrey M. Stafeil
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Date:
|
November 29, 2018
|
|
|
|
|
|
|
/s/ Douglas G. Del Grosso
|
|
/s/ Jeffrey M. Stafeil
|
Douglas G. Del Grosso
|
|
Jeffrey M. Stafeil
|
President and Chief Executive Officer and a Director
|
|
Executive Vice President and Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
/s/ Mark A. Skonieczny Jr.
|
|
/s/ Raymond L. Conner
|
Mark A. Skonieczny Jr.
|
|
Raymond L. Conner
|
Vice President and Corporate Controller
|
|
Director
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
/s/ John M. Barth
|
|
/s/ Richard Goodman
|
John M. Barth
|
|
Richard Goodman
|
Director
|
|
Director
|
|
|
|
|
|
|
/s/ Julie L. Bushman
|
|
/s/ Frederick A. Henderson
|
Julie L. Bushman
|
|
Frederick A. Henderson
|
Director
|
|
Non-Executive Chairman and Director
|
|
|
|
|
|
|
/s/ Peter H. Carlin
|
|
/s/ Barb J. Samardzich
|
Peter H. Carlin
|
|
Barb J. Samardzich
|
Director
|
|
Director
|
|
|
|
I.
|
Non-Employee Director Compensation
. Compensation for non-employee members of the Board of Directors (the “
Board
”) of Adient plc (“
Adient
”) consists of the payment of:
|
IV.
|
Meeting Attendance Fees
. Adient will not pay any fees for attendance at meetings of the Board or any committee.
|
Exhibit 21.1
|
||||
Subsidiaries of Adient plc*
|
||||
|
|
|
|
|
Name of Entity
|
|
Jurisdiction of Formation
|
|
Economic Interest
(if not 100%)
|
Adient & Summit Corporation Ltd.
|
|
Thailand
|
|
68.0%
|
Adient (Thailand) Co., Ltd.
|
|
Thailand
|
|
68.0%
|
Adient Asia Holdings Co., Limited
|
|
Hong Kong
|
|
|
Adient Automotive Argentina S.R.L.
|
|
Argentina
|
|
|
Adient Automotive Components (M) Sdn. Bhd.
|
|
Malaysia
|
|
89.0%
|
Adient Automotive Interior Investment Co., Limited
|
|
Hong Kong
|
|
|
Adient Automotive Romania S.R.L.
|
|
Romania
|
|
|
Adient Automotive Seating (M) Sdn. Bhd.
|
|
Malaysia
|
|
89.0%
|
Adient Belgium BVBA
|
|
Belgium
|
|
|
Adient Beteiligungs GmbH
|
|
Germany
|
|
|
Adient Bor s.r.o.
|
|
Czech Republic
|
|
|
Adient Clanton Inc.
|
|
US
|
|
|
Adient Components Ltd. & Co. KG
|
|
Germany
|
|
|
Adient do Brasil Bancos Automotivos Ltda.
|
|
Brazil
|
|
|
Adient DongSung Inc
|
|
Korea
|
|
60.0%
|
Adient Eldon Inc.
|
|
US
|
|
|
Adient Fabrics France SAS
|
|
France
|
|
|
Adient Fabrics Spain, S.A.
|
|
Spain
|
|
|
Adient Financial Luxembourg S.a r.l.
|
|
Luxembourg
|
|
|
Adient France SAS
|
|
France
|
|
|
Adient Germany Ltd. & Co. KG.
|
|
Germany
|
|
|
Adient GK
|
|
Japan
|
|
|
Adient Global Holdings Ltd
|
|
Jersey
|
|
|
Adient Hungary Kft.
|
|
Hungary
|
|
|
Adient IM Mexico Properties, S. de R.L. de C.V.
|
|
Mexico
|
|
|
Adient India Private Limited
|
|
India
|
|
|
Adient Interior Hong Kong Limited
|
|
Hong Kong
|
|
|
Adient Interiors Ltd. & Co. KG
|
|
Germany
|
|
|
Adient Interiors Management GmbH
|
|
Germany
|
|
|
Adient Korea Inc
|
|
Korea
|
|
|
Adient Ltd. & Co. KG
|
|
Germany
|
|
|
Adient Mexico Automotriz S. de R.L. de C.V.
|
|
Mexico
|
|
|
Adient Mexico S. de R.L. de C.V.
|
|
Mexico
|
|
|
Adient Mezölak Korlátolt Felelősségű Társaság
|
|
Hungary
|
|
|
Adient Novo mesto, proizvodnja avtomobilskih sedežev, d.o.o.
|
|
Slovenia
|
|
|
Adient Poland Sp. z o.o.
|
|
Poland
|
|
|
Adient Properties UK Ltd
|
|
UK
|
|
|
Adient Saarlouis Ltd. & Co. KG
|
|
Germany
|
|
|
Adient Seating Canada LP
|
|
Canada
|
|
|
Adient Seating d.o.o.
|
|
Serbia
|
|
|
Adient Seating Poland Spółka z ograniczona odpowiedzialnoscia
|
|
Poland
|
|
|
Adient Seating Slovakia s.r.o.
|
|
Slovakia
|
|
|
|
|
|
|
|
Subsidiaries of Adient plc (continued)*
|
||||
|
|
|
|
|
Name of Entity
|
|
Jurisdiction of Formation
|
|
Economic Interest
(if not 100%)
|
Adient Seating UK Ltd
|
|
UK
|
|
|
Adient Slovenj Gradec, proizvodnja sestavnih delov za avtomobilske sedeze, d.o.o.
|
|
Slovenia
|
|
|
Adient South Africa (Pty) Ltd.
|
|
South Africa
|
|
|
Adient Strakonice s.r.o.
|
|
Czech Republic
|
|
|
Adient Strasbourg
|
|
France
|
|
|
Adient Sweden AB
|
|
Sweden
|
|
|
Adient US LLC
|
|
US
|
|
|
Avanzar Interior Technologies, Ltd.
|
|
US
|
|
49.0%
|
Beijing Adient Automotive Components Co., Ltd.
|
|
China
|
|
51.0%
|
Bridgewater Interiors, LLC
|
|
US
|
|
49.0%
|
Ensamble de Interiores Automotrices, S. de R.L. de C.V.
|
|
Mexico
|
|
|
Futuris Automotive (CA) LLC
|
|
US
|
|
|
Guangzhou Adient Automotive Seating Co. Ltd.
|
|
China
|
|
52.0%
|
PT Adient Automotive Indonesia
|
|
Indonesia
|
|
75.0%
|
Recaro Japan Co., Ltd.
|
|
Japan
|
|
|
Recaro North America, Inc.
|
|
US
|
|
|
TechnoTrim de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
51.0%
|
TechnoTrim, Inc.
|
|
US
|
|
51.0%
|
Trim Leader, a.s
|
|
Slovakia
|
|
51.0%
|
|
/s/ PricewaterhouseCoopers LLP
|
|
Detroit, Michigan
|
1.
|
I have reviewed this annual report on Form 10-K of Adient plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
November 29, 2018
|
|
|
|
|
|
By:
|
|
/s/ Douglas G. Del Grosso
|
|
|
|
|
Douglas G. Del Grosso
|
|
|
|
|
President and Chief Executive Officer and a Director
|
1.
|
I have reviewed this annual report on Form 10-K of Adient plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
November 29, 2018
|
|
|
|
|
|
By:
|
|
/s/ Jeffrey M. Stafeil
|
|
|
|
|
Jeffrey M. Stafeil
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
November 29, 2018
|
|
|
|
|
|
By:
|
|
/s/ Douglas G. Del Grosso
|
|
|
|
|
Douglas G. Del Grosso
|
|
|
|
|
President and Chief Executive Officer and a Director
|
Date:
|
November 29, 2018
|
|
|
|
|
|
By:
|
|
/s/ Jeffrey M. Stafeil
|
|
|
|
|
Jeffrey M. Stafeil
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|