UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2016
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:001-37757
Adient plc
(exact name of Registrant as specified in its charter)
| Ireland | 98-1328821 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
25-28 North Wall Quay, IFSC, Dublin 1, Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code:414-220-8900
Securities registered pursuant to Section 12(b) of the Act:
(Title of class) | (Name of exchange on which registered) | |
| Ordinary Shares, par value $0.001 | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☒
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.
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. Yes ☒ No ☐
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 RegulationS-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). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-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 Form10-K or any amendment to this Form10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, 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 Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Smaller reporting company | ☐ | Non-accelerated filer | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐ No ☒
As of March 31, 2016, the registrant’s ordinary shares were not publicly traded. At October 31, 2016, 93,671,810 ordinary shares were issued and outstanding.
Documents Incorporated by Reference
Portions of the Registrant’s definitive proxy statement relating to its 2017 annual general meeting of shareholders that was held on March 13, 2017 (the “2017 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form10-K where indicated. The 2017 Proxy Statement was filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
EXPLANATORY NOTE
This Amendment No. 1 to Form10-K (this “Amendment”) amends the Annual Report on Form10-K for the fiscal year ended September 30, 2016, originally filed on November 29, 2016 (the “Original10-K”), of Adient plc (“Adient”). Adient is filing this Amendment to amend Item 15 to include the separate financial statements of Yanfeng Adient Seating Co., Ltd. (“YFAS”), which was formerly known as “Shanghai Yanfeng Johnson Controls Seating Co., Ltd.”, as required by Rule3-09 of RegulationS-X because YFAS was deemed significant to the Company under Rule3-09 of RegulationS-X (the “Rule3-09 financial statements”). The Rule3-09 financial statements were not included in the Original10-K because, as previously disclosed, YFAS’s fiscal year ended on December 31, 2016, after the date of the filing of the Original10-K. The Rule3-09 financial statements include consolidated balance sheets of YFAS as of December 31, 2016, 2015 and 2014, and the related consolidated income statements, changes in owners’ equity, and cash flows for each of the three years in the period ended December 31, 2016. In accordance with Rule3-09 of RegulationS-X, only the financial statements as of and for the years ended December 31, 2016 and December 31, 2014 are required to be audited. The Rule3-09 financial statements as of and for the year ended December 31, 2015 are unaudited. The Rule3-09 financial statements were prepared and provided to Adient by YFAS.
In addition, Adient is filing this Amendment to refile certain exhibits that were not originally filed in .htm format.
This Amendment should be read in conjunction with the Original10-K. The Original10-K has not been amended or updated to reflect events occurring after November 29, 2016, except as specifically set forth in this Amendment.
| Item 15. | Exhibits, Financial Statement Schedules |
| (a) | Documents filed as part of this report |
| (1) | Combined Financial Statements: |
Index to Combined Financial Statements | Page | |
Report of Independent Registered Public Accounting Firm | 45 | |
Combined Statements of Income for the years ended September 30, 2016, 2015 and 2014 | 46 | |
Combined Statements of Comprehensive Income (Loss) for the years ended September 30, 2016, 2015 and 2014 | 47 | |
Combined Statements of Financial Position as of September 30, 2016 and 2015 | 48 | |
Combined Statements of Cash Flows for the years ended September 30, 2016, 2015 and 2014 | 49 | |
Combined Statements of Invested Equity Attributable to Adient for the years ended September 30, 2016, 2015 and 2014 | 50 | |
Notes to Combined Financial Statements | 51 | |
Schedule II - Valuation and Qualifying Accounts | 89 | |
| (2) | Financial Statement Schedules |
| Year Ended September 30, | ||||||||||||
(in millions) | 2016 | 2015 | 2014 | |||||||||
Accounts Receivable - Allowance for Doubtful Accounts | ||||||||||||
Balance at beginning of period | $ | 12 | $ | 11 | $ | 14 | ||||||
Provision charged to costs and expenses | 17 | 14 | 17 | |||||||||
Reserve adjustments | (8 | ) | (13 | ) | (18 | ) | ||||||
Transfers to held for sale | — | — | (2 | ) | ||||||||
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Balance at end of period | $ | 21 | $ | 12 | $ | 11 | ||||||
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Deferred Tax Assets - Valuation Allowance | ||||||||||||
Balance at beginning of period | $ | 392 | $ | 459 | $ | 426 | ||||||
Allowance provision for new operating and other loss carryforwards | 53 | 24 | 33 | |||||||||
Allowance provision (benefit) adjustments | (178 | ) | (91 | ) | — | |||||||
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Balance at end of period | $ | 267 | $ | 392 | $ | 459 | ||||||
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The financial statements of YFAS and its consolidated subsidiaries required by Rule3-09 of RegulationS-X are provided as Exhibit 99.1 to this Amendment.
All other financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the combined financial statements and notes thereto included in this Amendment.
| (3) | Exhibits required by Item 601 of RegulationS-K |
The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the signature page of this Amendment.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Adient plc | ||
| By: | /s/ R. Bruce McDonald | |
| R. Bruce McDonald | ||
| Chairman and Chief Executive Officer | ||
| Date: | June 29, 2017 | |
| By: | /s/ Jeffrey M. Stafeil | |
| Jeffrey M. Stafeil | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: | June 29, 2017 | |
EXHIBIT INDEX
Exhibit | Exhibit Title | |
| 2.1 | Separation and Distribution Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 2.1 to Amendment No. 4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (FileNo. 1-37757)).# | |
| 3.1 | Memorandum of Association and Amended and Restated Articles of Association of Adient (incorporated by reference to Exhibit 3.1 to Adient plc’s Current Report on Form8-K filed November 1, 2016 (FileNo. 1-37757)). | |
| 4.1 | Indenture, dated as of August 19, 2016, between Adient Global Holdings Ltd and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (FileNo. 1-37757)). | |
| 4.2 | Indenture, dated as of August 19, 2016, among Adient Global Holdings Ltd, U.S. Bank National Association, Elavon Financial Services DAC, UK Branch, and Elavon Financial Services DAC (incorporated by reference to Exhibit 4.2 to Amendment No. 4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (FileNo. 1-37757)). | |
| 4.3 | Guarantor Supplemental Indenture to the Euro Notes Indenture, dated as of October 14, 2016, by and among Adient Global Holdings Limited, U.S. Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.1 to Adient plc’s Current Report on Form8-K filed November 1, 2016 (FileNo. 1-37757)). | |
| 4.4 | Guarantor Supplemental Indenture to the Dollar Notes Indenture, dated as of October 14, 2016, by and among Adient Global Holdings Limited, U.S. Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.2 to Adient plc’s Current Report on Form8-K filed November 1, 2016 (FileNo. 1-37757)). | |
| 4.5 | Guarantor Supplemental Indenture to the Euro Notes Indenture, dated as of October 31, 2016, by and among Adient plc, Adient Global Holdings Limited, U.S. Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.3 to Adient plc’s Current Report on Form8-K filed November 1, 2016 (FileNo. 1-37757)). | |
| 4.6 | Guarantor Supplemental Indenture to the Dollar Notes Indenture, dated as of October 31, 2016, by and among Adient plc, Adient Global Holdings Limited, U.S. Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.4 to Adient plc’s Current Report on Form8-K filed November 1, 2016 (FileNo. 1-37757)). | |
| 10.1 | Transition Services Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited, as amended October 31, 2016. | |
| 10.2 | Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited, as amended October 31, 2016. | |
| 10.3 | Employee Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.3 to Amendment No. 4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (FileNo. 1-37757)). | |
| 10.4 | Transitional Trademark License Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.4 to Amendment No. 4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (FileNo. 1-37757)). | |
| 10.5 | Form of Indemnification Agreement (Ireland) with individual directors and officers. | |
| 10.6 | Form of Indemnification Agreement (US) with individual directors and officers. | |
| 10.7 | Joint Venture Contract, dated October 22, 1997, between Shanghai Yanfeng Automotive Trim Company, Ltd. and Johnson Controls International, Inc., as amended (incorporated by reference to Exhibit 10.7 of Adient plc’s Registration Statement on Form 10 filed April 27, 2016 (FileNo. 1-37757)). | |
| 10.8 | Credit Agreement, dated as of July 27, 2016, among Adient Global Holdings Ltd, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and agents party thereto (incorporated by reference to Exhibit 10.8 of Amendment No. 2 to Adient plc’s Registration Statement on Form 10 filed July 28, 2016 (FileNo. 1-37757)). | |
| 10.9 | Adient plc 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.1 to Adient plc’s Registration Statement on FormS-8 filed October 28, 2016 (FileNo. 1-37757)).* | |
| 10.10 | Form of Adient plc Restricted Shares or Restricted Share Unit Award Agreement.* | |
| 10.11 | Form of Adient plc Performance Share Unit Award Agreement.* | |
| 10.12 | Adient plc 2016 Director Share Plan (incorporated by reference to Exhibit 4.2 to Adient plc’s Registration Statement on FormS-8 filed October 28, 2016 (FileNo. 1-37757)).* | |
| 10.13 | Adient US LLC Retirement Restoration Plan, as amended and restated effective November 7, 2016.* | |
| 10.14 | Adient US LLC Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to Adient plc’s Current Report on Form8-K filed November 1, 2016 (FileNo. 1-37757)).* | |
| 10.15 | Adient plc Executive Compensation Incentive Recoupment Policy.* | |
| 10.16 | Employment Agreement, dated January 17, 2008, between Johnson Controls, Inc. and R. Bruce McDonald (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to Adient plc’s Registration Statement on Form 10 filed August 16, 2016 (FileNo. 1-37757)).* | |
| 10.17 | Change of Control Employment Agreement, dated September 25, 2012, between Johnson Controls, Inc. and R. Bruce McDonald (incorporated by reference to Exhibit 10.17 to Amendment No. 3 to Adient plc’s Registration Statement on Form 10 filed August 16, 2016 (FileNo. 1-37757)).* | |
| 10.18 | Adient plc Flexible Perquisites Program.* | |
| 10.19 | Adient plc Compensation Summary and Ownership Guidelines forNon-Employee Directors.* | |
| 21.1 | List of Subsidiaries.† | |
| 23.1 | Consent of Independent Registered Public Accounting Firm, dated November 29, 2017.† | |
| 23.2 | Consent of PricewaterhouseCoopers Zhong Tian LLC, Independent Auditors of YFAS and Consolidated Subsidiaries, dated June 29, 2017. | |
| 31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 29, 2016.† | |
| 31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 29, 2016.† | |
| 31.3 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 29, 2017. | |
| 31.4 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 29, 2017. | |
| 32.1 | Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 29, 2016.† | |
| 32.2 | Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 29, 2017. | |
| 99.1 | Financial Statements of YFAS and Consolidated Subsidiaries as of December 31, 2016, December 31, 2015 and December 31, 2014 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. | |
| # | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of RegulationS-K. Adient hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. |
| † | Previously filed with the Original10-K. |
| * | Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto. |