11-K 1 bridgewaterinteriorsllcsav.htm 11-K Document



___________________________________________________________________
___________________________________________________________________



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 11-K


(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-37757



BRIDGEWATER INTERIORS, LLC
SAVINGS AND INVESTMENT (401k) PLAN

Adient US LLC
49200 Halyard Drive
Plymouth, MI 48170
(Full title of the plan and the address of the plan, if different from that of the issuer named below)


Adient plc
25-28 North Wall Quay, IFSC
Dublin 1, Ireland
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)


___________________________________________________________________
___________________________________________________________________






Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Financial Statements and Supplemental Schedules
Year Ended December 31, 2018

 
 
Page
Report of Independent Registered Public Accounting Firm
 
 
 
 
Financial Statements:
 
 
Statement of Net Assets Available for Benefits as of December 31, 2018 and 2017
 
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2018
 
 
 
 
Notes to the Financial Statements
 
 
 
 
Supplemental Schedules:
 
Schedule H, Line 4a - Schedule of Delinquent Participant Contributions
 
 
Schedule H, Line 4i - Schedule of Assets Held at End of Year
 
 
 
 
 
Exhibit Index
 
 
 
 
Signature
 








Report of Independent Registered Public Accounting Firm


To the Plan Administrator and Plan Participants
Bridgewater Interiors, LLC Savings and Investment (401k) Plan

Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Bridgewater Interiors, LLC Savings and Investment (401k) Plan (the “Plan”) as of December 31, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets of the Plan as of December 31, 2018 and 2017, and the changes in its net assets for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedule of delinquent participant contributions for the year ended December 31, 2018 and the schedule of assets held at end of year as of December 31, 2018 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as the Plan’s auditor since 2018.

/s/ Plante & Moran, PLLC

Flint, Michigan
June 28, 2019




1




Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Statement of Net Assets Available for Benefits
 
 
 



 
December 31,
 
2018
 
2017
Assets
 
 
 
Participant-directed investments
 
 
 
Plan's interest in Adient US LLC Defined Contribution Plans Master Trust (Note 3)
$
50,527,850

 
$
51,674,756

 
 
 
 
Receivables
 
 
 
Contributions
5,397,864

 
4,453,315

Notes receivable from participants
4,050,679

 
3,763,679

Total receivables
9,448,543

 
8,216,994

 
 
 
 
Net assets available for benefits
$
59,976,393

 
$
59,891,750


See the notes to the financial statements.



2




Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Statement of Changes in Net Assets Available for Benefits
 
 
 





 
Year Ended
December 31, 2018
Additions
 
Plan's interest in Adient US LLC Defined Contribution Plans Master Trust investment loss
(See Note 3)
$
(5,263,132
)
Interest on notes receivable from participants
152,340

Contributions:
 
Participants
3,779,609

Participants rollovers
445,681

Employer
5,403,317

Total additions - Net
4,517,815

 
 
Deductions
 
Distributions and withdrawals
4,291,597

Administrative expenses
159,012

Total deductions
4,450,609

 
 
Transfers from other plans, net
17,437

Net increase
84,643

 
 
Net assets available for benefits, beginning of year
59,891,750

Net assets available for benefits, end of year
$
59,976,393


See the notes to the financial statements.



3




Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Notes to the Financial Statements
December 31, 2018 and 2017
 
 
 



Note 1 - Description of the Plan

The following description of the Bridgewater Interiors, LLC Savings and Investment (401k) Plan (the "Plan") provides only general information. Participants should refer to the Plan Document for a more complete description of the Plan's provisions.

General - The Plan is a defined contribution plan adopted effective January 1, 1999 for participation by eligible employees of Bridgewater Interiors, LLC (the "Company"). The Plan is sponsored by the Company.

On July 24, 2015, Johnson Controls, Inc. ("Johnson Controls") announced its intent to separate its automotive seating and interiors businesses into an independent, publicly traded company—Adient plc ("Adient"). The separation occurred on October 31, 2016 at which date Johnson Controls transferred its automotive seating and interiors businesses, including its ownership of the Company and its plan, to Adient. Through October 31, 2016, the Plan was administered by the Johnson Controls Employee Benefit Policy Committee. Effective October 31, 2016, the plan administration transferred to the Adient Employee Benefit Policy Committee.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Contributions - Participants can generally designate an amount up to twenty-five percent (25%) of their gross annual compensation as contributions. During 2017, the Company remitted certain employee deferrals to the Plan after the Department of Labor's required timeframe. The Company remitted the 2017 contributions and related lost earnings to the Plan in 2018.

The Company may make matching contributions to the Plan on behalf of the participants as determined in the Company's discretion. During 2018, Company matching contributions were based on the participant's before-tax contributions, not to exceed 6% of compensation. The Company also makes a required contribution equal to 3% of each eligible participant's compensation.

Participant and employer contributions are deposited in the investment funds of the participant's choice. Participants may reallocate their account balances among the available investment funds at any time in increments of one percent (1%). However, participants can reallocate deposits out of the Fixed Income Fund no more than once each calendar quarter in order to maximize the rate of return for that fund and allocations may not be made to the Johnson Controls International plc ("JCI plc") Stock Fund, which is a sell-only fund.

Participants are immediately vested in their contributions plus actual earnings (losses) thereon. A participant's interest in employer contributions plus actual earnings (losses) thereon vest over a five year period. A participant becomes fully vested on termination of service due to death, disability or retirement.

If employment terminates other than by reason of retirement, death or total and permanent disability and the participant is not reemployed by the Company or its affiliates within 72 months of that date, the participant's interest in the non-vested portion of the employer contributions is forfeited. The Company may apply any forfeited amounts to reduce future employer contributions to the Plan.

Payment of Benefits - On termination of service, a participant may elect to receive a lump-sum amount equal to the value of the participant's interest in his or her account.

Participant accounts - Participant recordkeeping is performed by Fidelity Workplace Services.

Notes Receivable from Participants - Participants may borrow from their accounts a minimum of $1,000 up to a maximum of $50,000 or fifty percent (50%) of their account balance, whichever is less. Loans are subject to certain limitations based on the Plan document. Only two loans per participant may be outstanding at any time. Each loan may be for a term up to five years. Regular payroll deductions are required to repay a loan. Each loan's interest rate is fixed at the prime rate at the beginning of the calendar quarter in which it is issued. At termination, participants may continue to make monthly loan payments until the balances of any loans are paid off. The notes receivable from participants are measured at their unpaid principal balances plus accrued but unpaid interest. At the time of borrowing, the assets of the participant are sold proportionally to finance the loan. Participant notes receivable are written off when deemed uncollectible.



4



Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Notes to the Financial Statements
December 31, 2018 and 2017
 
 
 



Administrative Expenses - Certain administrative expenses are paid by the Plan, as allowed by Plan provisions, with all remaining expenses paid by the Company.


Note 2 - Summary of Significant Accounting Policies

Basis of Presentation - The financial statements of the Plan are prepared on the accrual basis of accounting.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Master Trust - Contributions are invested in accordance with the participant's election in one or more investments, which are held in the Adient US LLC Defined Contribution Plans Master Trust (the "Master Trust") (see Note 3).

Investment Valuation - All investments of the Master Trust, except the Fixed Income Fund, are stated at fair value. The Fixed Income Fund is a synthetic guaranteed investment contract ("synthetic GIC") which is stated at contract value. The synthetic GIC is fully benefit responsive. Contract value, as reported to the Plan by Fidelity Fund and Investment Operations, represents contributions made under the contract, plus interest at the contract rate, less participant withdrawals and administrative expenses. The Plan's interest in the Master Trust is based on the beginning of the year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. See Note 4 for further discussion of fair value measurements.

Transfer of Assets - The Plan permits the transfer of assets among investment options held by the Master Trust, subject to certain trading restrictions imposed on some of the investment options.

Investment Contracts - The Fixed Income Fund is a synthetic GIC which consists of wrap contracts paired with underlying investments owned by the Master Trust, usually a portfolio of high-quality, short to intermediate-term fixed-income securities and a short-term interest fund. The Master Trust purchases wrapper contracts from insurance companies and financial institutions.

A synthetic GIC credits a stated interest rate. Investment gains and losses are amortized over the expected duration of the covered investments through the calculation of the interest rate on a prospective basis. The synthetic GIC provides for a variable crediting rate, which resets on a periodic basis. The crediting rate set by the wrap contracts resets monthly. The monthly crediting rate does not include the short-term investments (e.g., short-term interest fund) used for benefit-responsive events. The issuer of the wrap contract provides assurance that future adjustments to the crediting rate cannot result in a crediting rate less than zero. The actual interest rate of the fund is impacted by the current yield of the short-term investments.

The crediting rate is primarily based on the current yield-to-maturity of the covered investments, plus or minus amortization of the difference between the market value and contract value of the covered investments over the duration of the covered investments at the time of computation.

The crediting rate is most impacted by the change in the annual effective yield to maturity of the underlying securities, but is also affected by the differential between the contract value and the market value of the covered investments. This difference is amortized over the duration of the covered investments. Depending on the change in duration from reset period to reset period, the magnitude of the impact to the crediting rate of the contract to market difference is heightened or lessened.

Certain events limit the ability of the Master Trust to transact at contract value with the insurance companies and the financial institution issuers. Such events include the following: (i) material amendments to the plan documents (including complete or partial plan termination or merger with another plan); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the plan sponsor or other plan sponsor events (e.g., divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan; (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; (v) any change in law, regulation, ruling,


5



Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Notes to the Financial Statements
December 31, 2018 and 2017
 
 
 



administrative or judicial position, or accounting requirement, applicable to the Fixed Income Fund or the Plan; or (vi) the delivery of any communication to plan participants designed to influence a participant not to invest in the Fixed Income Fund.

The plan administrator does not believe that the occurrence of any such event, which would limit the Master Trust’s ability to transact at contract value, is probable.

The wrap contracts generally impose conditions on both the Master Trust and the issuers. If an event of default occurs and is not cured, the non-defaulting party may terminate the contract. The following may cause the Master Trust to be in default: a breach of material obligation under the contract; a material misrepresentation; or a material amendment to the plan agreement. The issuer may be in default if it breaches a material obligation under the investment contract; makes a material misrepresentation; has a decline in its long-term credit rating below a threshold set forth in the contract; is acquired or reorganized and the successor issuer does not satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of an issuer, the Master Trust were unable to obtain a replacement investment contract, withdrawing plans may experience losses if the value of the Master Trust’s assets no longer covered by the contract is below contract value. The Master Trust may seek to add additional issuers over time to diversify the Master Trust’s exposure to such risk, but there is no assurance the Master Trust may be able to do so. The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Master Trust unable to achieve its objective of maintaining a stable contract value. The terms of an investment contract generally provide for settlement of payments only upon termination of the contract or total liquidation of the covered investments. Generally, payments will be made pro-rata, based on the percentage of investments covered by each issuer. Contract termination occurs whenever the contract value or market value of the covered investments reaches zero or upon certain events of default.

If the contract terminates due to issuer default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Master Trust the excess, if any, of contract value over market value on the date of termination. If a wrap contract terminates due to a decline in the ratings of the issuer, the issuer may be required to pay to the Master Trust the cost of acquiring a replacement contract (i.e., replacement cost) within the meaning of the contract. If the contract terminates when the market value equals zero, the issuer will pay the excess of contract value over market value to the Master Trust to the extent necessary for the Master Trust to satisfy outstanding contract value withdrawal requests. Contract termination also may occur by either party upon election and notice.

Benefit Payments - Benefits are recorded when paid.

Risks and Uncertainties - The Plan's investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.

New Accounting Pronouncements - In February 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965) - Employee Benefit Plan Master Trust Reporting. ASU No. 2017-06 amends the master trust disclosure to require additional disclosures related to the Plan’s interest in the Master Trust. This ASU is effective for fiscal years beginning after December 15, 2018 and is required to be applied retrospectively for all comparative periods presented. Management does not expect the adoption of this ASU to have a significant impact on the Plan’s financial statements.











6



Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Notes to the Financial Statements
December 31, 2018 and 2017
 
 
 



Note 3 - Master Trust

Employee benefit plans participating in the Master Trust as of December 31, 2018 and 2017 include the following defined contribution plans:
Ÿ
 
Adient US LLC Savings and Investment (401k) Plan
 
 
 
Ÿ
 
Adient Production Employees Savings and Investment (401k) Plan
 
 
 
Ÿ
 
Avanzar Interior Technologies, Ltd., Savings and Investment (401k) Plan
 
 
 
Ÿ
 
Bridgewater Interiors, LLC Savings and Investment (401k) Plan
 
 
 
Ÿ
 
Interiors Savings and Investment (401K) plan (through January 3, 2018)
On January 3, 2018, the Interiors Savings and Investment (401k) Plan transferred out of the Master Trust. As a result, $360,990,966 of investments were transferred out of the Master Trust during 2018.

All transfers to, withdrawals from or other transactions regarding the Master Trust shall be conducted in such a way that the proportionate interest in the Master Trust of each plan and the fair market value of that interest may be determined at any time.

A summary of the net assets of the Master Trust as of December 31, 2018 and 2017 is as follows:
 
 
2018
 
2017
 
 
Master Trust Balances
 
Master Trust Balances
Investments - Fair Value:
 
 
 
 
Mutual Funds
 
$
176,030,010

 
$
303,055,809

Employer Stock Funds:
 
 
 
 
Adient Common Stock
 
9,620,126

 
45,844,476

JCI plc Common Stock
 
32,250,559

 
60,797,952

Interest Bearing Cash
 
1,789,795

 
3,477,949

Other Common Stock
 
20,443,461

 
20,811,137

Common Collective Trust Funds
 
470,974,148

 
684,952,969

Interest Bearing Cash
 
745,048

 
1,498,411

Total Investments at Fair Value
 
711,853,147

 
1,120,438,703

 
 
 
 
 
Investments at Contract Value - Fixed Income Fund
 
61,908,582

 
73,302,131

 
 
 
 
 
Pending Trade Receivable
 

 
18,812,144

 
 
 
 
 
Total Master Trust Net Assets
 
$
773,761,729

 
$
1,212,552,978


During the year ended December 31, 2018, the Master Trust investment loss was comprised of the following:
Net realized and unrealized losses
 
$
(96,457,676
)
Dividend, interest and other income
 
15,379,977

Total Master Trust Investment Losses
 
$
(81,077,699
)





7



Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Notes to the Financial Statements
December 31, 2018 and 2017
 
 
 



The Plan's interest in the Master Trust represented approximately 7% and 4% of the total assets in the Master Trust at December 31, 2018 and 2017, respectively. During 2018, there was approximately $13 million of both purchases and sales related to Adient plc stock in the Master Trust, which is considered to be a related party transaction. During 2017, there was approximately $25 million of purchases and $9 million of sales related to Adient plc stock in the Master Trust, which is considered to be a related party transaction.


Note 4 - Fair Value Measurements

Accounting standards require certain assets and liabilities to be reported at fair value in the financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.

In determining fair value, various valuation techniques are utilized and observable inputs are prioritized. The availability of observable inputs varies from instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

The inputs used to measure fair value are assessed using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices in active markets for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are not observable in the market and include management's judgments about the assumptions market participants would use in pricing the asset. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan's assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.

Following is a description of the valuation methodologies used to value the underlying investments in the Master Trust:

Mutual Funds and Common Stock - The fair value for Mutual Funds and Common Stock are determined by direct quoted market prices.

Employer Stock Funds - The Adient Stock Fund and JCI plc Stock Fund are unitized accounts that are comprised of Adient and JCI plc common stock, respectively, except for a small portion of the funds that is invested in interest bearing cash to provide liquidity for daily activities. Adient and JCI plc common stock are valued based on direct quoted market prices and interest bearing cash is based on outstanding balances.

Interest Bearing Cash - These investments are valued at fair value based on their outstanding balances.

Common Collective Trusts - Common collective trusts are valued at the net asset value ("NAV") provided by the administrator of the fund using the practical expedient approach and therefore is not assigned to a level in the hierarchy table. The NAV is based on the fair value of the underlying assets owned by the fund. The common collective trusts are not subject to restrictions regarding redemptions and there are no unfunded commitments to the funds.



8



Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Notes to the Financial Statements
December 31, 2018 and 2017
 
 
 



Master Trust Assets measured at fair value on a recurring basis are as follows:
 
 
Assets Measured at Fair Value at December 31, 2018
 
 
Total
 
Level 1
 
Level 2
Investments at Fair Value:
 
 
 
 
 
 
Mutual Funds
 
$
176,030,010

 
$
176,030,010

 
$

Adient Common Stock
 
9,620,126

 
9,620,126

 

JCI plc Common Stock
 
32,250,559

 
32,250,559

 

Other Common Stock
 
20,443,461

 
20,443,461

 

Interest Bearing Cash
 
2,534,843

 

 
2,534,843

Total investments at fair value
 
$
240,878,999

 
$
238,344,156

 
$
2,534,843

 
 
 
 
 
 
 
Investments Measured at NAV:
 
 
 
 
 
 
Common Collective Trust Funds
 
470,974,148

 
 
 
 
Total Investments at NAV
 
470,974,148

 
 
 
 
 
 
 
 
 
 
 
Total Master Trust Investments at Fair Value
 
$
711,853,147

 
 
 
 


 
 
Assets Measured at Fair Value at December 31, 2017
 
 
Total
 
Level 1
 
Level 2
Investments at Fair Value:
 
 
 
 
 
 
Mutual Funds
 
$
303,055,809

 
$
303,055,809

 
$

Adient Common Stock
 
45,844,476

 
45,844,476

 

JCI plc Common Stock
 
60,797,952

 
60,797,952

 

Other Common Stock
 
20,811,137

 
20,811,137

 

Interest Bearing Cash
 
4,976,360

 

 
4,976,360

Total investments at fair value
 
$
435,485,734

 
$
430,509,374

 
$
4,976,360

 
 
 
 
 
 
 
Investments Measured at NAV:
 
 
 
 
 
 
Common Collective Trust Funds
 
684,952,969

 
 
 
 
Total Investments at NAV
 
684,952,969

 
 
 
 
 
 
 
 
 
 
 
Total Master Trust Investments at Fair Value
 
$
1,120,438,703

 
 
 
 


The Plan's policy to recognize transfers between levels of the fair value hierarchy is as of the actual date of the event of change in circumstances that caused the transfer. There were no significant transfers between levels of the fair value hierarchy during 2018.








9



Bridgewater Interiors, LLC
Savings and Investment (401k) Plan
Notes to the Financial Statements
December 31, 2018 and 2017
 
 
 



Note 5 - Tax Status

The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated August 1, 2017, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. The Plan Sponsor believes it is no longer subject to income tax examinations for years prior to 2015.


Note 6 - Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.


Note 7 - Party-in-Interest Transactions

Transactions involving the Adient Stock Fund, notes receivable from participants and the funds administered by Fidelity Management Trust Company, or its affiliates, trustee of the Plan, are considered party-in-interest transactions.


Note 8 - Reconciliation to Form 5500

The net assets on the financial statements differ from the net assets on Form 5500 due to the synthetic GICs held in the Master Trust being recorded at contract value on the financial statements and at fair value on Form 5500. Accordingly, the net assets on the financial statements as of December 31, 2018 and 2017 were $22,834 and $252 higher, respectively, compared to those on the Form 5500. The change in net assets was $22,582 higher on the financial statements compared to that on the Form 5500 for the year ended December 31, 2018.





10




Bridgewater Interiors, LLC Savings and Investment (401k) Plan
Schedule H, Line 4a - Schedule of Delinquent Participant Contributions
Plan #002, EIN: 38-3406010
Year Ended December 31, 2018
 
 
Total That Constitute Nonexempt Prohibited Transactions
 
Total Fully Corrected Under VFCP and PTE 2002-51
Participant Contributions Transferred Late to Plan
 
Contributions Not Corrected:
 
Contributions Corrected Outside VFCP:
 
Contributions Pending Correction in VFCP
 
Check here if late Participant Loan Repayments are included: x
 
$

 
$
226

 
$

 
$



11





Bridgewater Interiors, LLC Savings and Investment (401k) Plan
Schedule H, 4i - Schedule of Assets Held at End of Year
Plan #002, EIN: 38-3406010
December 31, 2018
 
 
(a)(b)
 
(c)
 
(d)
 
(e)
 
 
Identity of Issue, Borrower, Lessor or Similar Party
 
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value
 
Cost
 
Current Value
*
 
Participant
 
Participant notes receivable bearing interest at rates of 3.25% - 5.25%
 
$

 
4,050,679

 
 
 
 
 
 
 
 
 
*
Represents a party-in-interest
 
 
 
 


12





Bridgewater Interiors, LLC Savings and Investment (401k) Plan
Exhibit Index
 
 
 
 
 

Exhibit No.
 
Description
 
 
 
23.1
 


13





Bridgewater Interiors, LLC Savings and Investment (401k) Plan
Signature
 
 
 
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

BRIDGEWATER INTERIORS, LLC SAVINGS AND INVESTMENT (401K) PLAN



By: /s/ Jeff Angeliu
Jeff Angeliu
Director Global Benefits
Adient plc

June 28, 2019



14