UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 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 jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 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 Numbe ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Adient reported net losses for the three and six months ended March 31, 2019, driven by decreased sales and operational inefficiencies, with improved operating cash flow [Consolidated Statements of Income (Loss)](index=3&type=section&id=Consolidated%20Statements%20of%20Income%20(Loss)) Adient's net sales decreased for both three and six-month periods ended March 31, 2019, resulting in net losses of $149 million and $166 million, respectively, with the six-month loss showing improvement year-over-year Consolidated Income Statement Highlights (in millions, except per share data) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Six Months Ended March 31, 2019 | Six Months Ended March 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $4,228 | $4,596 | $8,386 | $8,800 | | **Gross profit** | $197 | $282 | $377 | $483 | | **Earnings (loss) before interest and income taxes** | $(22) | $(141) | $32 | $(40) | | **Net income (loss) attributable to Adient** | $(149) | $(168) | $(166) | $(384) | | **Diluted EPS** | $(1.59) | $(1.80) | $(1.78) | $(4.12) | [Consolidated Statements of Financial Position](index=5&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) As of March 31, 2019, Adient's total assets and shareholders' equity decreased, primarily due to lower cash and receivables, while total liabilities remained stable Consolidated Balance Sheet Highlights (in millions) | Metric | March 31, 2019 | September 30, 2018 | | :--- | :--- | :--- | | **Total current assets** | $3,926 | $4,309 | | **Total assets** | $10,574 | $10,942 | | **Total current liabilities** | $4,004 | $4,192 | | **Long-term debt** | $3,373 | $3,422 | | **Total liabilities** | $7,907 | $8,178 | | **Total shareholders' equity** | $2,630 | $2,717 | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended March 31, 2019, Adient generated $40 million in operating cash flow, a significant improvement, despite continued cash usage in investing and financing activities, leading to a net decrease in cash Consolidated Cash Flow Highlights (in millions) | Metric | Six Months Ended March 31, 2019 | Six Months Ended March 31, 2018 | | :--- | :--- | :--- | | **Cash provided (used) by operating activities** | $40 | $(150) | | **Cash provided (used) by investing activities** | $(190) | $(269) | | **Cash provided (used) by financing activities** | $(49) | $45 | | **Increase (decrease) in cash and cash equivalents** | $(196) | $(356) | | **Cash and cash equivalents at end of period** | $491 | $353 | [Notes to Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, including ASC 606 adoption, a significant May 2019 debt refinancing, segment realignment, and Q2 2019 impairment charges and valuation allowances - Adopted ASC 606 (Revenue from Contracts with Customers) on October 1, 2018, using the modified retrospective method, with **no significant impact or cumulative adjustment**[19](index=19&type=chunk)[26](index=26&type=chunk) - In May 2019, subsequent to the quarter end, Adient executed a major refinancing, replacing its existing credit agreement with a new **$1.25B ABL credit facility**, an **$800M term loan**, and **$800M in 7.00% senior notes due 2026**[50](index=50&type=chunk)[51](index=51&type=chunk)[53](index=53&type=chunk) - Recorded a **$66 million non-cash pre-tax impairment charge** on long-lived assets in Q2 2019 due to declines in performance forecasts for certain assets in the EMEA ($55M) and Americas ($11M) segments[93](index=93&type=chunk) - Established a **$43 million valuation allowance** against deferred tax assets in Poland during Q2 2019, concluding it was more likely than not that these assets would not be realized[96](index=96&type=chunk) - Realigned its organizational structure into three new reportable segments: **Americas, Europe, Middle East, and Africa (EMEA), and Asia Pacific/China (Asia)**[104](index=104&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q2 net sales decline to currency and lower volumes, with gross profit margin contraction due to operational issues, while a May 2019 debt refinancing enhanced liquidity, and goodwill in the Americas segment faces impairment risk [Consolidated Results of Operations Analysis](index=35&type=section&id=Consolidated%20Results%20of%20Operations%20Analysis) Q2 2019 net sales decreased 8% due to currency and lower volumes, gross profit fell 30% with margin contraction, equity income declined 27%, and net loss improved slightly to $149 million Q2 2019 vs Q2 2018 Performance (in millions) | Metric | Q2 2019 | Q2 2018 | Change (%) | | :--- | :--- | :--- | :--- | | **Net sales** | $4,228 | $4,596 | -8% | | **Gross profit** | $197 | $282 | -30% | | **Equity income** | $62 | $85 | -27% | | **Net loss attributable to Adient** | $(149) | $(168) | -11% | - The decrease in net sales for Q2 2019 was primarily driven by a **$200 million unfavorable foreign currency impact** and lower volumes in EMEA and Asia[142](index=142&type=chunk) - Gross profit margin declined from **6.1% to 4.7%** in Q2 2019 due to continued business performance issues, launch inefficiencies, higher freight, and operational waste, particularly in the Americas and EMEA[144](index=144&type=chunk) [Segment Analysis](index=39&type=section&id=Segment%20Analysis) In Q2 2019, all segments experienced Adjusted EBITDA declines, with Americas down 65%, EMEA down 55%, and Asia down 22%, primarily due to lower volumes, operational issues, and currency impacts Segment Performance - Three Months Ended March 31 (in millions) | Segment | Net Sales 2019 | Net Sales 2018 | Adjusted EBITDA 2019 | Adjusted EBITDA 2018 | | :--- | :--- | :--- | :--- | :--- | | **Americas** | $1,915 | $1,941 | $34 | $98 | | **EMEA** | $1,778 | $2,056 | $59 | $130 | | **Asia** | $599 | $690 | $123 | $157 | - Americas' Q2 Adjusted EBITDA decreased by **$64 million** due to lower volumes, increased freight, operational performance issues, and higher administrative expenses[173](index=173&type=chunk) - EMEA's Q2 Adjusted EBITDA decreased by **$71 million**, primarily driven by increased freight and operational performance issues (**$40 million**) and unfavorable foreign currency impact (**$17 million**)[176](index=176&type=chunk) - Asia's Q2 Adjusted EBITDA decreased by **$34 million**, with the largest factor being a **$23 million decline in equity income** caused by the slowdown in Chinese auto production[180](index=180&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) Adient ended the quarter with $491 million in cash, completed a significant debt refinancing in May 2019 to extend maturities, and suspended future dividends to preserve liquidity - On May 6, 2019, Adient completed a major refinancing to address its 2021 debt maturities, securing a new **$1.25B ABL credit facility** and issuing **$1.6B in new term loans and notes**[186](index=186&type=chunk)[187](index=187&type=chunk)[189](index=189&type=chunk) - The company suspended future dividend payments after the **first quarter of fiscal 2019**[183](index=183&type=chunk) - Working capital decreased by **$195 million** from September 30, 2018, to March 31, 2019, primarily due to lower cash and accounts receivable[195](index=195&type=chunk) [Critical Accounting Estimates and Policies](index=45&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) The Americas reporting unit's goodwill of $642 million has an estimated fair value exceeding its carrying value by only 1%, indicating a significant risk of future impairment - The Americas reporting unit has a goodwill balance of **$642 million**, and its estimated fair value exceeds its carrying value by only **1%**, indicating a significant risk of future impairment[204](index=204&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Adient reported no material changes in its market risk exposures compared to the disclosures in its most recent Form 10-K - There were **no adverse changes** in market risk exposures that materially affected the quantitative and qualitative disclosures presented in the company's most recent Form 10-K[207](index=207&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were deemed effective, with no material changes in internal control over financial reporting during the quarter - The principal executive and financial officers concluded that **disclosure controls and procedures were effective** as of March 31, 2019[207](index=207&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[208](index=208&type=chunk) [PART II - OTHER INFORMATION](index=46&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) Adient is involved in various legal proceedings, none of which are expected to have a material adverse effect on the company's financial position or results - The company is involved in various lawsuits and claims but does not expect any to have a **material adverse effect** on its financial condition or results[209](index=209&type=chunk) [Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in Adient's 2018 Annual Report on Form 10-K were reported - **No material changes** from the risk factors disclosed in the company's 2018 Form 10-K were reported[211](index=211&type=chunk) [Other Part II Items](index=46&type=section&id=Other%20Part%20II%20Items) The company reported no unregistered sales of equity securities, no defaults on senior securities, and no share repurchases during the quarter - There were **no unregistered sales of equity securities**, **defaults on senior securities**, or **share repurchase activities** during the three months ended March 31, 2019[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 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) | --- | --- | |-------------------------- ...