SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

~~FORM~~

~~10-Q~~

x ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Adient plc

(exact name of Registrant as specified in its charter)

Ireland

98-1328821

~~Ireland~~

~~98-1328821~~

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer

Identification No.)

~~25-28~~ 3 Dublin Landings, North Wall Quay, ~~IFSC,~~ Dublin 1, Ireland D01 H104

(Address of principal executive offices)

734-254-5000

(Registrant's telephone number, including area ~~code:~~ ~~414-220-8900~~code)

Securities registered pursuant to Section 12(b) of the Act:

(

Title of ~~class)~~each class

Trading symbol

(Name of exchange on which ~~registered)~~

registered

Ordinary Shares, par value $0.001

ADNT

New York Stock Exchange

~~Securities registered pursuant to Section 12(g) of the Act:~~ ~~None~~



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~~ x	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 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).	~~Yes~~ x	No ¨
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.

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 every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

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. (Check one):

Large accelerated filerx

☑

Accelerated filer¨

~~Non-accelerated filer~~ ¨

☐

Non-accelerated filer

☐

Smaller reporting company¨

☐

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 Rule 12b-2 of the Act).~~	~~Yes~~ ¨	No x

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 Rule 12b-2 of the Act). Yes ☐ No ☑

At December 31, ~~2017, 93,334,571~~2023, 91,245,859 ordinary shares were outstanding.

Adient plc

Form 10-Q

For the Three Months Ended December 31, ~~2017~~2023

TABLE OF CONTENTS

Adient plc | Form 10-Q | 2



PART I - FINANCIAL INFORMATION

Item 1.

Unaudited Financial Statements

Adient plc

Consolidated Statements of Income ~~(Loss)~~

(unaudited)


	Three Months Ended December 31,
(in millions, except per share data)	2023		2022
Net sales	$	3,660	$	3,699
Cost of sales	3,414		3,468
Gross profit	246		231
Selling, general and administrative expenses	147		138

Restructuring and impairment costs	11		7
Equity income	23		28
Earnings before interest and income taxes	111		114
Net financing charges	44		41
Other pension expense (income)	2		9
Income before income taxes	65		64
Income tax provision (benefit)	20		31
Net income	45		33
Income attributable to noncontrolling interests	25		21
Net income attributable to Adient	$	20	$	12

Earnings per share:
Basic	$	0.22	$	0.13
Diluted	$	0.21	$	0.13

Shares used in computing earnings per share:
Basic	92.9		95.1
Diluted	93.6		95.9

Three Months Ended
December 31,
(in millions, except per share data) 2017 2016
Net sales $ 4,204
$ 4,026
Cost of sales 4,002
3,676
Gross profit 202
350
Selling, general and administrative expenses 196
217
Equity income 96
94
Earnings before interest and income taxes 102
227
Net financing charges 33
35
Income before income taxes 69
192
Income tax provision 265
28
Net income (loss) (196 ) 164
Income attributable to noncontrolling interests 20
22
Net income (loss) attributable to Adient $ (216 ) $ 142

Earnings per share:
Basic $ (2.32 ) $ 1.52
Diluted $ (2.32 ) $ 1.51

Cash dividends declared per share $ 0.275
$ —

Shares used in computing earnings per share:
Basic 93.2
93.7
Diluted 93.2
93.9

The accompanying notes are an integral part of the consolidated financial statements.

Adient plc | Form 10-Q | 3

Adient plc

Consolidated Statements of Comprehensive Income ~~(Loss)~~

(unaudited)


	Three Months Ended December 31,
(in millions)	2023		2022
Net income	$	45	$	33
Other comprehensive income, net of tax:
Foreign currency translation adjustments	142		106
Realized and unrealized gains on derivatives	9		25

Other comprehensive income	151		131
Total comprehensive income	196		164
Comprehensive income attributable to noncontrolling interests	38		37
Comprehensive income attributable to Adient	$	158	$	127

Three Months Ended
December 31,
(in millions) 2017 2016
Net income (loss) $ (196 ) $ 164
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 76
(449 )
Realized and unrealized gains (losses) on derivatives (10 ) (2 )
Other comprehensive income (loss) 66
(451 )
Total comprehensive income (loss) (130 ) (287 )
Comprehensive income (loss) attributable to noncontrolling interests 25
20
Comprehensive income (loss) attributable to Adient $ (155 ) $ (307 )

The accompanying notes are an integral part of the consolidated financial statements.

Adient plc | Form 10-Q | 4

Adient plc

Consolidated Statements of Financial Position

(unaudited)


(in millions, except share and per share data)	December 31, 2023		September 30, 2023
Assets
Cash and cash equivalents	$	990	$	1,110
Accounts receivable - net	1,661		1,874
Inventories	833		841

Other current assets	590		491
Current assets	4,074		4,316
Property, plant and equipment - net	1,401		1,382
Goodwill	2,138		2,094
Other intangible assets - net	401		408
Investments in partially-owned affiliates	322		303
Assets held for sale	7		7
Other noncurrent assets	954		914
Total assets	$	9,297	$	9,424
Liabilities and Shareholders' Equity
Short-term debt	$	7	$	2
Current portion of long-term debt	137		132
Accounts payable	2,422		2,526
Accrued compensation and benefits	329		400

Restructuring reserve	54		51
Other current liabilities	599		627
Current liabilities	3,548		3,738
Long-term debt	2,403		2,401

Pension and postretirement benefits	95		92
Other noncurrent liabilities	578		590
Long-term liabilities	3,076		3,083
Commitments and Contingencies (Note 17)
Redeemable noncontrolling interests	57		57
Preferred shares issued, par value $0.001; 100,000,000 shares authorized, Zero shares issued and outstanding at December 31, 2023	—		—
Ordinary shares issued, par value $0.001; 500,000,000 shares authorized, 91,245,859 shares issued and outstanding at December 31, 2023	—		—
Additional paid-in capital	3,872		3,973
Accumulated deficit	(883)		(903)
Accumulated other comprehensive income (loss)	(704)		(842)
Shareholders' equity attributable to Adient	2,285		2,228
Noncontrolling interests	331		318
Total shareholders' equity	2,616		2,546
Total liabilities and shareholders' equity	$	9,297	$	9,424

(in millions, except share and per share data) December 31, 2017 September 30, 2017
Assets
Cash and cash equivalents $ 390
$ 709
Accounts receivable - net 2,074
2,224
Inventories 762
735
Other current assets 851
831
Current assets 4,077
4,499
Property, plant and equipment - net 2,546
2,502
Goodwill 2,545
2,515
Other intangible assets - net 533
543
Investments in partially-owned affiliates 1,924
1,793
Other noncurrent assets 1,018
1,318
Total assets $ 12,643
$ 13,170
Liabilities and Shareholders' Equity
Short-term debt $ 38
$ 36
Current portion of long-term debt 2
2
Accounts payable 2,768
2,958
Accrued compensation and benefits 328
444
Restructuring reserve 205
236
Other current liabilities 652
652
Current liabilities 3,993
4,328
Long-term debt 3,461
3,440
Pension and postretirement benefits 138
129
Other noncurrent liabilities 593
653
Long-term liabilities 4,192
4,222
Commitments and Contingencies (Note 14)
Redeemable noncontrolling interests 29
28
Preferred shares issued, par value $0.001; 100,000,000 shares authorized
Zero shares issued and outstanding at December 31, 2017 —
—
Ordinary shares issued, par value $0.001; 500,000,000 shares authorized
93,334,571 shares issued and outstanding at December 31, 2017 —
—
Additional paid-in capital 3,952
3,942
Retained earnings 492
734
Accumulated other comprehensive income (loss) (336 ) (397 )
Shareholders' equity attributable to Adient 4,108
4,279
Noncontrolling interests 321
313
Total shareholders' equity 4,429
4,592
Total liabilities and shareholders' equity $ 12,643
$ 13,170

The accompanying notes are an integral part of the consolidated financial statements.

Adient plc | Form 10-Q | 5

Adient plc

Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended December 31,
(in millions)	2023		2022
Operating Activities
Net income attributable to Adient	$	20	$	12
Income attributable to noncontrolling interests	25		21
Net income	45		33
Adjustments to reconcile net income to cash provided (used) by operating activities:
Depreciation	72		69
Amortization of intangibles	11		12
Pension and postretirement expense (benefit)	3		9
Pension and postretirement contributions, net	(10)		(3)
Equity in earnings of partially-owned affiliates, net of dividends received	(6)		(16)




Deferred income taxes	(6)		(1)


Equity-based compensation	13		8
Other	—		(3)
Changes in assets and liabilities, excluding impact of acquisitions/divestitures:
Receivables	234		167
Inventories	29		22
Other assets	(81)		(47)
Restructuring reserves	(9)		(27)
Accounts payable and accrued liabilities	(256)		(191)
Accrued income taxes	2		12
Cash provided (used) by operating activities	41		44
Investing Activities
Capital expenditures	(55)		(61)
Sale of property, plant and equipment	14		15

Acquisition of businesses, net of cash acquired	—		(6)
Proceeds from business divestitures	(3)		3


Other	—		(1)
Cash provided (used) by investing activities	(44)		(50)
Financing Activities
Increase (decrease) in short-term debt	5		—
Increase (decrease) in long-term debt	—		2
Repayment of long-term debt	—		(2)
Debt financing costs	—		(7)
Share repurchases	(100)		—


Dividends paid to noncontrolling interests	(48)		(50)

Share based compensation and other	(12)		(12)
Cash provided (used) by financing activities	(155)		(69)
Effect of exchange rate changes on cash and cash equivalents	38		29


Increase (decrease) in cash and cash equivalents	(120)		(46)
Cash and cash equivalents at beginning of period	1,110		947
Cash and cash equivalents at end of period	$	990	$	901

Three Months Ended
December 31,
(in millions) 2017 2016
Operating Activities
Net income (loss) attributable to Adient $ (216 ) $ 142
Income attributable to noncontrolling interests 20
22
Net income (loss) (196 ) 164
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Depreciation 96
83
Amortization of intangibles 12
5
Pension and postretirement benefit expense 1
1
Pension and postretirement contributions 13
(9 )
Equity in earnings of partially-owned affiliates, net of dividends received (includes purchase accounting amortization of $5 and $5, respectively) (90 ) (72 )
Deferred income taxes 260
9
Equity-based compensation 16
6
Other 2
—
Changes in assets and liabilities:
Receivables 170
181
Inventories (22 ) 1
Other assets (23 ) (17 )
Restructuring reserves (32 ) (42 )
Accounts payable and accrued liabilities (296 ) (323 )
Accrued income taxes (38 ) —
Cash provided (used) by operating activities (127 ) (13 )
Investing Activities
Capital expenditures (143 ) (207 )
Sale of property, plant and equipment 2
13
Changes in long-term investments (5 ) (6 )
Other —
(3 )
Cash provided (used) by investing activities (146 ) (203 )
Financing Activities
Net transfers from (to) Parent prior to separation —
606
Cash transferred from former Parent post separation —
228
Increase (decrease) in short-term debt 1
9
Cash dividends (26 ) —
Dividends paid to noncontrolling interests (20 ) (12 )
Other (4 )
2
Cash provided (used) by financing activities (49 ) 833
Effect of exchange rate changes on cash and cash equivalents 3
(13 )
Increase (decrease) in cash and cash equivalents (319 ) 604
Cash and cash equivalents at beginning of period 709
105
Cash and cash equivalents at end of period $ 390
$ 709

The accompanying notes are an integral part of the consolidated financial statements.

Adient plc | Form 10-Q | 6

Adient plc

Notes to Consolidated Financial Statements

(unaudited)

1. ~~Basis of Presentation~~Organization and Summary of Significant Accounting Policies

~~On October 31, 2016,~~

Adient ~~plc ("Adient") became an independent company as~~is a ~~result of the separation of~~global leader in the automotive seating and interiors business (the "separation") from Johnson Controls International plc ("the former Parent"). Adient was incorporated under the laws of Ireland in fiscal 2016 for the purpose of holding these businesses. Adient's ordinary shares began trading "regular-way" under the ticker symbol "ADNT" on the New York Stock Exchange on October 31, 2016. Upon becoming an independent company, the capital structure of Adient consisted of 500 million authorized ordinary shares and 100 million authorized preferred shares (par value of $0.001 per ordinary and preferred share). The number of Adient ordinary shares issued on October 31, 2016 was 93,671,810.

~~Adient is the world's largest automotive seating supplier.~~supplier industry. Adient has a leading market position in the Americas, Europe and China, and has longstanding relationships with the largest global automotive original equipment manufacturers, or ~~OEMs, in the automotive space.~~OEMs. Adient's proprietary technologies extend into virtually every area of automotive seating solutions, including complete seating systems, frames, mechanisms, foam, head restraints, armrests and trim ~~covers and fabrics.~~covers. Adient is an independent seat supplier with global scale and the capability to design, develop, engineer, manufacture, and deliver complete seat systems and components in every major automotive producing region in the world. ~~Adient also participates in the automotive interiors market primarily through its global automotive interiors joint venture in China, Yanfeng Global Automotive Interior Systems Co., Ltd., or YFAI.~~

Basis of Presentation

The ~~accompanying~~unaudited consolidated financial statements ~~are presented on a consolidated basis~~of Adient have been prepared in accordance with the rules and ~~include all~~regulations of the ~~accounts~~US Securities and ~~operations of Adient~~Exchange Commission and ~~its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. The consolidated financial statements reflect all adjustments, which are normal and recurring~~ in ~~nature, necessary for fair financial statement presentation. The preparation of these consolidated financial statements in conformity~~accordance with ~~U.S.~~accounting principles generally accepted ~~accounting principles~~in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The. These interim consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that management believes are necessary for a fair statement of the results of operations, financial position and ~~accompanying notes are unaudited and should be read in conjunction with Adient’s annual consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K~~cash flows of Adient for the ~~fiscal year ended September 30, 2017.~~interim periods presented. Interim results are not necessarily indicative of full-year results as Adient, along with the automotive industry, continues to be impacted by supply chain disruptions, inflationary pressures and volatile commodity pricing on certain input costs, along with the impacts of higher interest rates and volatility in consumer demand.

Principles of Consolidation

Adient consolidates its wholly-owned subsidiaries and those entities in which it has a controlling interest. Investments in partially-owned affiliates are accounted for by the equity method when Adient's interest exceeds 20% and does not have a controlling interest.

Consolidated VIEs

Based upon the criteria set forth in the Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC) 810, "Consolidation," Adient has determined that it was the primary beneficiary in two variable interest entities (VIEs) for the reporting periods ended December 31, ~~2017~~2023, and ~~2016,~~September 30, 2023, as Adient absorbs significant economics of the entities and has the power to direct the activities that are considered most significant to the entities.

The two VIEs manufacture seating products in North America for the automotive industry. Adient funds the entities' short-term liquidity needs through revolving credit facilities and has the power to direct the activities that are considered most significant to the entities through its key customer supply relationships.

The carrying amounts and classification of assets (none of which ~~are~~is restricted) and liabilities included in Adient's consolidated statements of financial position for the consolidated VIEs are as follows:


(in millions)	December 31, 2017		September 30, 2017		(in millions)	December 31, 2023	September 30, 2023
Current assets	$	210	$	232
Noncurrent assets	63		56
Total assets	$	273	$	288

Current liabilities	$	159	$	169
Current liabilities
Current liabilities
Noncurrent liabilities
Total liabilities	$	159	$	169

~~Revisions~~

As disclosed in the fiscal 2017 Form 10-K, Adient revised previously reported results to correctly report equity income from a non-consolidated affiliate in the Seating segment related to engineering costs that were inappropriately capitalized. Adient also revised previously reported net sales and cost of sales to correctly report certain sales on a net versus gross basis in the Seating segment. The following tables disclose the quarterly impact for the three months ended December 31, 2016 of such previously disclosed revisions. Adient assessed the materiality of these misstatements on prior periods’ financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99, Materiality, codified in ASC 250, Presentation of Financial Statements, and concluded that these misstatements were not material, individually or in the aggregate, to any previously issued financial statements. In accordance with ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the consolidated financial statements and notes to consolidated financial statements as of December 31, 2016 have been revised. Adient will revise remaining fiscal 2017 interim periods in future quarterly filings. The following tables show the impact of these revisions on impacted line items from Adient's consolidated financial statements.

Adient plc | Form 10-Q | 7

Consolidated Statements of Income (Loss)
Three Months Ended December 31, 2016
(in millions, except per share data) As Reported Adjustment As Revised
Net sales $ 4,038
$ (12 ) $ 4,026
Cost of sales 3,688
(12 ) 3,676
Gross profit 350
—
350
Equity income 101
(7 ) 94
Earnings before interest and income taxes 234
(7 ) 227
Income before income taxes 199
(7 ) 192
Net income (loss) 171
(7 ) 164
Net income (loss) attributable to Adient 149
(7 ) 142

Earnings per share:
Basic $ 1.59
$ (0.07 ) $ 1.52
Diluted $ 1.59
$ (0.08 ) $ 1.51

Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended December 31, 2016
(in millions) As Reported Adjustment As Revised
Total comprehensive income (loss) $ (280 ) $ (7 ) $ (287 )
Comprehensive income (loss) attributable to Adient (300 ) (7 ) (307 )

Consolidated Statements of Cash Flows
Three Months Ended December 31, 2016
(in millions) As Reported Adjustment As Revised
Operating Activities
Net income (loss) $ 171
$ (7 ) $ 164
Equity in earnings of partially-owned affiliates, net of dividends received (79 ) 7
(72 )
Cash provided (used) by operating activities (13 ) —
(13 )

Earnings Per Share

The following table shows the computation of basic and diluted earnings per share:


	Three Months Ended December 31,
(in millions, except per share data)	2023		2022
Numerator:
Net income attributable to Adient	$	20	$	12

Denominator:
Shares outstanding	92.9		95.1
Effect of dilutive securities	0.7		0.8
Diluted shares	93.6		95.9

Earnings per share:
Basic	$	0.22	$	0.13
Diluted	$	0.21	$	0.13

Three Months Ended
December 31,
(in millions, except per share data) 2017 2016
Numerator:
Net income (loss) attributable to Adient $ (216 ) $ 142

Denominator:
Shares outstanding 93.2
93.7
Effect of dilutive securities —
0.2
Diluted shares 93.2
93.9

Earnings per share:
Basic $ (2.32 ) $ 1.52
Diluted $ (2.32 ) $ 1.51

~~Potentially dilutive securities whose~~The effect of common stock equivalents which would have been ~~antidilutive are~~anti-dilutive was immaterial and excluded from the ~~computation~~calculation of diluted earnings per ~~share.~~

~~Accounting Pronouncements~~

In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory." ASU No. 2015-11 requires inventory that is recorded using the first-in, first-out method to be measured at the lower of cost or net realizable value. ASU No. 2015-11 was effective retrospectivelyshare for ~~Adient for the quarter ending December 31, 2017. The adoption of this guidance did not have an impact on Adient's consolidated financial statements.~~

In March 2016, the FASB issued ASU No. 2016-07, "Investments-Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting." ASU No. 2016-07 eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retrospectively. ASU No. 2016-07 was effective prospectively for Adient for increases in the level of ownership interest or degree of influence that result in the adoption of the equity method that occur during or after the quarter ending December 31, 2017. The adoption of this guidance did not impact Adient's consolidated financial statements for the quarter ending December 31, 2017.

In October 2016, the FASB issued ASU No. 2016-17, "Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control." ASU No. 2016-17 changes the evaluation of whether a reporting entity is the primary beneficiary of a Variable Interest Entity (VIE) by changing how a reporting entity that is a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. ASU No. 2016-17 was effective for Adient for the quarter ended December 31, 2017. The adoption of this guidance did not have an impact on Adient's consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 clarifies the principles for recognizing revenue when an entity either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of non-financial assets. In March 2016 the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," in April 2016 the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," and in May 2016 the FASB issued ASU No. 2016-12, ‘‘Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,’’which provide additional clarification on certain topics addressed in ASU No. 2014-09. ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12 follow the same implementation guidelines as ASU No. 2014-09 and ASU No. 2015-14. This guidance will be effective October 1, 2018 for Adient. The accounting changes under the new standard will require new processes and procedures to collect the data required for proper reporting and disclosure. Adient is undergoing its review of the impact of adopting this standard and is developing and executing an implementation plan which will include changes to internal processes and controls. Under current guidance Adient generally recognizes revenue when products are shipped and risk of loss has transferred to the customer. Under the new standard, the customized nature of some of Adient's products combined with contractual provisions that provide an enforceable right to payment, will likely require Adient to recognize revenue prior to the product being shipped to the customer. Adient is also assessing pricing provisions contained in certain customer contracts. It is possible that pricing provisions contained in some of Adient's customer contracts may provide the customer with a material right, potentially resulting in a different allocation of the transaction price than under current guidance. Adient expects to expand disclosures in line with the requirements of the new standard. Adient anticipates applying the modified retrospective method which would require Adient to recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application.



~~2. Acquisitions and Divestitures~~

On January 16, 2018, Adient announced it will form a joint venture with The Boeing Company ("Boeing") called Adient Aerospace, LLC ("Adient Aerospace"). Adient's ownership position in Adient Aerospace will be 50.01%. Adient Aerospace will develop, manufacture, and sell a portfolio of seating products to airlines and aircraft leasing companies for installations on Boeing and other OEM commercial airplanes, for both production line-fit and retrofit configurations. Adient Aerospace's results will be included within the Seating segment.

On September 22, 2017, Adient completed the acquisition of Futuris Global Holdings LLC ("Futuris"), a manufacturer of full seating systems, seat frames, seat trim, headrests, armrests and seat bolsters. The acquisition is expected to provide substantial synergies through vertical integration, purchasing and logistics improvements. The acquisition also provided for an immediate manufacturing presence on the west coast of the U.S. to service customers such as Tesla as well as strategic locations in China and Southeast Asia.

~~During~~ the three months ended December 31, ~~2017,~~2023 and 2022.

New Accounting Pronouncements

Standards Adopted During Fiscal 2024

On October 1, 2023, Adient ~~updated~~adopted Accounting Standards Codification (ASU) 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires disclosures of key terms of Adient's material supplier finance program. Refer to Note 8, "Debt and Financing Arrangements," of the ~~Futuris~~notes to consolidated financial statements for additional information.

Standards Effective After Fiscal 2024

Adient has considered the ASUs that are summarized below, each to be effective after fiscal 2024, which are not expected to significantly impact the consolidated financial statements:

Standard to be Adopted

Description

Date Effective

ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

The ASU requires additional disclosures on significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”). The ASU also requires additional disclosures of an amount for other segment items by reportable segment and a description of its composition.

October 1, 2024

ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

The ASU requires disclosure of additional details about the reporting entity's reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. The ASU also requires further disaggregation of income tax amounts paid by federal, state and foreign, as well as by material jurisdiction.

October 1, 2025

2. Revenue Recognition

Adient generates revenue through the sale of automotive seating solutions, including complete seating systems and the components of complete seating systems. Adient provides production and service parts to its customers under awarded multi-year programs. The duration of a program is generally consistent with the life cycle of a vehicle, however, the program can be

Adient plc | Form 10-Q | 8

canceled at any time without cause by the customer. Programs awarded to Adient to supply parts to its customers do not contain a firm commitment by the customer for volume or price and do not reach the level of a performance obligation until Adient receives either a purchase order and/or a materials release from the customer for a specific number of parts at a specified price, ~~allocation~~at which point an enforceable contract exists. Sales revenue is generally recognized at the point in time when parts are shipped and control has transferred to ~~adjust inventory, property, plant~~the customer, at which point an enforceable right to payment exists. Contracts may provide for annual price reductions over the production life of the awarded program, and ~~equipment, goodwill, intangible assets~~prices are adjusted on an ongoing basis to reflect changes in product content/cost and other ~~liabilities~~commercial factors. The amount of revenue recognized reflects the consideration that Adient expects to be entitled to in exchange for such products based on purchase orders, annual price reductions and ongoing price adjustments (some of which are accounted for as variable consideration and subject to being constrained), net of the ~~acquisition date~~impact, if any, of consideration paid to the customer. Approximately 1% of net sales recorded during the first quarter of fiscal 2024 were related to product sales transacted in prior fiscal years.

In a typical arrangement with the customer, purchase orders are issued for ~~revised estimates~~pre-production activities which consist of engineering, design and development, tooling and prototypes for the manufacture and delivery of component parts. Adient has concluded that these activities are not in the scope of ASC 606.

Adient includes shipping and handling fees billed to customers in revenue, while including costs of shipping and handling in cost of sales. Taxes collected from customers are excluded from revenue and credited directly to obligations to the appropriate government agencies. Payment terms with customers are established based on customary industry and regional practices. Adient has evaluated the terms of its arrangements and determined that they do not contain significant financing components.

Contract assets primarily relate to the right to consideration for work completed, but not billed at the reporting date on contracts with customers. The contract assets are transferred to receivables when the rights become unconditional. Contract liabilities primarily relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been satisfied and revenue has not been recognized. No significant contract assets or liabilities exist at September 30, 2023 or at December 31, 2023. As described above, the issuance of a purchase order and/or a materials release by the customer represents the point at which an ~~updated valuation. This measurement period adjustment was~~enforceable contract with the customer exists. Therefore, Adient has elected to apply the practical expedient in ASC 606, paragraph 606-10-50-14 and does not disclose information about the remaining performance obligations that have an ~~increase~~original expected duration of one year or less. Refer to ~~goodwill~~Note 15, "Segment Information," of $4the notes to consolidated financial statements for disaggregated revenue by geographical market.

3. Acquisitions and Divestitures

In November 2023, Adient finalized the sale of 51% of its interest (previously held 100%) in Adient (Langfang) Seating Co., Ltd. ("LFADNT") in China for ¥44 million ~~with corresponding adjustments to inventory, property, plant and equipment, intangible assets and other liabilities. This measurement period adjustment is also reflected~~($6 million), resulting in the ~~goodwill table in Note 4 , "Goodwill and Other Intangible Assets".~~

Asdeconsolidation of LFADNT, including $9 million of cash. Adient recorded an $8 million loss as a result of the ~~Futuris acquisition, consolidated Adient results include $120~~transaction in the Asia segment, including $5 million of ~~net sales~~allocated goodwill.

In April 2023, Adient completed the acquisition of Nantong Yanfeng Adient Seating Trim Co., Ltd. (“YFAT”) from KEIPER Seating Mechanisms Co., Ltd. (“KEIPER”) for ¥150 million ($23 million). Adient made an initial deposit of ¥75 million ($12 million) in fiscal 2022, which represents 50% of the purchase price (reflected within other current assets as of September 30, 2022). During fiscal 2023, Adient paid the remaining purchase price of ¥75 million ($11 million). The acquisition was accounted for using the acquisition method, and ~~an immaterial impact on net income~~the operating results and cash flows of YFAT are included in Adient's consolidated financial statements starting from May 2023. The acquisition has provided additional synergies within the ~~three months ended December 31, 2017. The~~Asia segment. Adient recorded a purchase price allocation for the assets acquired and liabilities assumed based on their fair values as of the April 2023 acquisition date, which included $13 million of goodwill and $5 million of acquired cash. The allocation of the purchase price is based on ~~preliminary~~the valuations performed to determine the fair value of the net assets as of the acquisition ~~date and is subject to final adjustments. Pro forma historical results of operations related to~~date. If the acquisition of ~~Futuris have not been presented as they are not material to Adient’s consolidated statements of operations.~~

~~As a result of the Guangzhou Adient Automotive Seating Co., Ltd. ("GAAS") consolidation in July 2017, consolidated Adient results include $89 million of~~YFAT had occurred on October 1, 2021, its impact on Adient's net sales and ~~an immaterial impact on~~ net income ~~in the three months ended December 31, 2017. The purchase price allocation is based on preliminary valuations~~attributable to ~~determine the fair value of the net assets~~Adient for fiscal 2022 and fiscal 2023 would have been immaterial. Upon acquisition, YFAT was renamed as of the acquisition date and is subject to final adjustments. Pro forma historical results of operations related to the consolidation of GAAS have not been presented as they are not material to Adient’s consolidated statements of operations.Adient (Nantong) Automotive Seating Components Co., Ltd.

Adient plc | Form 10-Q | 9

3.4. Inventories

Inventories consisted of the following:


(in millions)	December 31, 2017		September 30, 2017		(in millions)	December 31, 2023	September 30, 2023
Raw materials and supplies	$	559	$	552
Work-in-process	41		37
Finished goods	162		146
Inventories	$	762	$	735

4.5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill isare as follows:

(in millions) September 30,
2017
Business
Acquisitions

Business
Divestitures

Currency Translation
and Other
December 31,
2017
Goodwill
Seating $ 2,515
$ 4
$ —
$ 26
$ 2,545


(in millions)	Americas		EMEA		Asia		Total
Balance at September 30, 2023	$	609	$	317	$	1,168	$	2,094

Business divestiture (1)	—		—		(5)		(5)
Currency translation and other	1		19		29		49
Balance at December 31, 2023	$	610	$	336	$	1,192	$	2,138

(1) Refer to Note 3, "Acquisitions and Divestitures," for information on the sale of 51% of Adient's interest in LFADNT.

Refer to Note 15, "Segment Information," of the notes to consolidated financial statements for more information on Adient's reportable segments.

Adient's ~~other~~ intangible assets, primarily from business acquisitions valued based on independent appraisals, consisted of:


	December 31, 2017							September 30, 2017								December 31, 2023			September 30, 2023
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net		(in millions)	Gross Carrying Amount	Accumulated Amortization	Net		Gross Carrying Amount	Accumulated Amortization	Net
Intangible assets
Patented technology	$	30	$	(16	)	$	14	$	30	$	(15	)	$	15
Patented technology
Patented technology
Customer relationships	546		(74		)	472		545		(64		)	481
Trademarks	60		(27		)	33		59		(26		)	33
Miscellaneous	22		(8		)	14		22		(8		)	14
Total intangible assets	$	658	$	(125	)	$	533	$	656	$	(113	)	$	543

Amortization of ~~other~~ intangible assets for the three months ended December 31, ~~2017~~2023 and ~~2016~~2022 was $11 million and $12 million, ~~and $5 million,~~ respectively.

Adient plc | Form 10-Q | 10

5.6. Product Warranties

Adient offers warranties to its customers depending upon the specific product and terms of the customer purchase agreement. A typical warranty program requires that Adient replace defective products within a specified time period from the date of sale. Adient records an estimate for future warranty-related costs based on actual historical return rates and other known factors. Based on analysis of return rates and other factors, Adient's warranty provisions are adjusted as necessary. Adient monitors its warranty activity and adjusts its reserve estimates when it is probable that future warranty costs will be different than those estimates. Adient's product warranty liability is recorded in the consolidated statements of financial position in other current liabilities.

The changes in Adient's total product warranty liability are as follows:


	Three Months Ended December 31,
(in millions)	2023		2022
Balance at beginning of period	$	21	$	21
Accruals for warranties issued during the period	4		2


Settlements made (in cash or in kind) during the period	(2)		(4)
Currency translation	—		1
Balance at end of period	$	23	$	20

Adient's lease portfolio consists of operating leases for real estate including production facilities, warehouses and administrative offices, equipment such as forklifts and computer servers and laptops, and fleet vehicles.

The components of lease costs included in the consolidated statement of income for three months ended December 31, 2023 and 2022 were as follows:


	Three Months Ended December 31,
(in millions)	2023		2022




Operating lease cost	$	27	$	26
Short-term lease cost	7		8

Total lease cost	$	34	$	34

Adient plc | Form 10-Q | 11

Three Months Ended
December 31,
(in millions) 2017 2016
Balance at beginning of period $ 19
$ 13
Accruals for warranties issued during the period 2
1
Changes in accruals related to pre-existing warranties (including changes in estimates) (2 ) 4
Settlements made (in cash or in kind) during the period (2 ) (3 )
Balance at end of period $ 17
$ 15
Operating lease right-of-use assets and lease liabilities included in the consolidated statement of financial position were as follows:


(in millions)		December 31, 2023			September 30, 2023
Operating leases:
Operating lease right-of-use assets	Other noncurrent assets	$	245		$	241

Operating lease liabilities - current	Other current liabilities	$	81		$	77
Operating lease liabilities - noncurrent	Other noncurrent liabilities	163			163
		$	244		$	240





Weighted average remaining lease term:
Operating leases		5 years			5 years


Weighted average discount rate:
Operating leases		6.5		%	6.1		%

Maturities of operating lease liabilities and minimum payments for operating leases having initial or remaining non-cancelable terms in excess of one year as of December 31, 2023 are as follows:


	Operating leases
Fiscal years (in millions)	December 31, 2023
2024 (excluding the three months ended December 31, 2023)	$	72
2025	73
2026	49
2027	34
2028	21
Thereafter	43
Total lease payments	292
Less: imputed interest	(48)
Present value of lease liabilities	$	244

Supplemental cash flow information related to leases is as follows:


	Three Months Ended December 31,
(in millions)	2023		2022
Right-of-use assets obtained in exchange for lease obligations:
Operating leases (non-cash activity)	$	16	$	8


Operating cash flows:
Cash paid for amounts included in the measurement of lease liabilities	$	27	$	26

Adient plc | Form 10-Q | 12

6.8. Debt and Financing Arrangements


(in millions)	December 31, 2023		September 30, 2023
Long-term debt:
8.25% Notes due 2031	$	500	$	500
7.00% Secured Notes due 2028	500		500
Term Loan B due in 2028	635		635
4.875% Notes due in 2026	795		795
3.50% Notes due in 2024	136		130

Other bank borrowings and finance lease obligations	3		4

Less: debt issuance costs	(29)		(31)
Gross long-term debt	2,540		2,533
Less: current portion	137		132
Net long-term debt	$	2,403	$	2,401

Short-term debt:


Other bank borrowings	$	7	$	2
Total short-term debt	$	7	$	2

Adient US LLC ("Adient US"), a wholly owned subsidiary of Adient, together with certain of Adient's other subsidiaries, maintains an asset-based revolving credit facility (the "ABL Credit Facility"), which provides for a revolving line of credit up to $1,250 million, including a North American subfacility of up to $950 million and a European subfacility of up to $300 million, subject to borrowing base capacity and certain other restrictions, including a minimum fixed charge coverage ratio. The ABL Credit Facility, as amended in November 2022, is set to mature on November 2, 2027, subject to certain springing maturity provisions. Adient paid $7 million in debt issuance costs for the amended ABL Credit Facility and will pay a commitment fee of 0.25% to 0.375% on the unused portion of the commitments under the asset-based revolving credit facility based on average global availability. Letters of credit are limited to the lesser of (x) $150 million and (y) the aggregate unused amount of commitments under the ABL Credit Facility then in effect. Subject to certain conditions, the ABL Credit Facility may be expanded by up to $250 million in additional commitments. Loans under the ABL Credit Facility may be denominated, at the option of Adient, in U.S. dollars, Euros, Pounds Sterling or Swedish Kroner. It also provides flexibility for future amendments to the ABL Facility to incorporate certain sustainability-based pricing provisions. The ABL Credit Agreement is secured on a first-priority lien on all accounts receivable, inventory and bank accounts (and funds on deposit therein) and a second-priority lien on all of the tangible and intangible assets of certain Adient subsidiaries. Interest is payable on the ABL Credit Facility at a fluctuating rate of interest determined by reference to Term SOFR, in the case of amounts outstanding in dollars, EURIBOR, in the case of amounts outstanding in euros, STIBOR, in the case of amounts outstanding in Swedish krona and SONIA, in the case of amounts outstanding in pounds sterling, in each case, plus an applicable margin of 1.50% to 2.00%. As of December 31, 2023, Adient had not drawn down on the ABL Credit Facility and had availability under this facility of $938 million (net of $12 million of letters of credit).

In addition, Adient US and Adient Global Holdings S.à r.l., a wholly-owned subsidiary of Adient, maintain a senior secured term loan facility (the "Term Loan B Agreement"), that had an outstanding balance of $635 million as of September 30, 2023 and December 31, 2023, which is maintained fully at Adient Global Holdings S.à r.l and is due at final maturity on April 8, 2028. Interest on the Term Loan B Agreement accrues at Term SOFR plus an applicable margin equal to 3.25%. The Term Loan B Agreement also permits Adient to incur incremental term loans in an aggregate amount not to exceed the greater of $750 million and an unlimited amount subject to a pro forma first lien secured net leverage ratio of not greater than 1.75 to 1.00 and certain other conditions. In January 2024, the Term Loan B Agreement was amended to reduce the applicable margin from 3.25% to 2.75% and extend final maturity to January 31, 2031.

Adient plc | Form 10-Q | 13

(in millions) December 31, 2017 September 30, 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 1,197
1,180
European Investment Bank Loan - EURIBOR plus 0.90% due in 2022 197
195
Capital lease obligations 4
4
Other 2
1
Less: debt issuance costs (37 ) (38 )
Gross long-term debt 3,463
3,442
Less: current portion 2
2
Net long-term debt $ 3,461
$ 3,440
The ABL Credit Facility and Term Loan B Agreement contain covenants that are usual and customary for facilities and debt instruments of this type and that, among other things, restrict the ability of Adient and its restricted subsidiaries to: create certain liens and enter into sale and lease-back transactions; create, assume, incur or guarantee certain indebtedness; pay dividends or make other distributions on, or repurchase or redeem, Adient’s capital stock or certain other debt; make other restricted payments; and consolidate or merge with, or convey, transfer or lease all or substantially all of Adient’s and its restricted subsidiaries’ assets, to another person. These covenants are subject to a number of other limitations and exceptions set forth in the agreements. The agreements also provide for customary events of default, including, but not limited to, cross-default clauses with other debt arrangements, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving Adient and its significant subsidiaries.

During fiscal 2023, Adient Global Holdings Ltd. ("AGH"), a wholly-owned subsidiary of Adient, issued (i) $500 million (net proceeds of $494 million) in aggregate principal amount of 7% senior secured notes due 2028 and (ii) $500 million (net proceeds of $494 million) in aggregate principal amount of 8.250% senior unsecured notes due 2031. Interest on both of these notes will be paid on April 15 and October 15 each year, beginning on October 15, 2023. These notes contain covenants that are usual and customary. The total net proceeds of $988 million along with cash on hand were used primarily to redeem $350 million of the senior secured term loan facility under the Term Loan B Agreement, and repurchase €700 million ($743 million) of the 3.50% unsecured notes due 2024 as described below. Adient paid $16 million in debt issuance costs for these new debt issuances.

AGH also maintains 4.875% USD-denominated unsecured notes due 2026. The aggregate principal amount of these notes was $795 million as of December 31, 2023 and September 30, 2023.

AGH also previously maintained €823 million aggregate principal amount of 3.50% unsecured notes due in August 2024. During fiscal 2023, Adient repurchased €700 million ($743 million) of the 3.50% unsecured notes at a premium of €7 million ($7 million) plus €3 million ($3 million) of accrued and unpaid interest, and expensed €2 million ($2 million) of previously deferred financing costs to net financing charges. As of December 31, 2023, the remaining balance of this debt was €123 million ($136 million) and is classified as current portion of long-term debt on the consolidated statement of financial position.

Net Financing Charges

Adient's net financing charges ~~line item~~ in the consolidated statements of income contained the following components:


	Three Months Ended December 31,
(in millions)	2023		2022
Interest expense, net of capitalized interest costs	$	48	$	41
Banking fees and debt issuance cost amortization	4		4
Interest income	(9)		(4)


Net foreign exchange	1		—
Net financing charges	$	44	$	41

Total interest paid on both short and long-term debt for the three months ended December 31, 2023 and 2022 was $60 million and $20 million, respectively.

Adient enters into supply chain financing programs in certain domestic and foreign jurisdictions to either sell or discount accounts receivable without recourse to third-party institutions. Sales or discounts of accounts receivable are reflected as a reduction of accounts receivable on the consolidated statements of financial position and the proceeds are included in cash flows from operating activities in the consolidated statements of cash flows. As of December 31, 2023, $85 million was funded under these programs compared to $170 million as of September 30, 2023.

Adient plc | Form 10-Q | 14

Three Months Ended
December 31,
(in millions) 2017 2016
Interest expense, net of capitalized interest costs $ 34
$ 33
Banking fees and debt issuance cost amortization 2
2
Interest income (1 ) (1 )
Net foreign exchange (2 ) 1
Net financing charges $ 33
$ 35

Adient also has a program with an external financial institution under which Adient's suppliers can sell their receivables from Adient to the financial institution at their sole discretion. Adient is not a party to the agreements between the participating suppliers and the financial institution. Adient's obligation under the program is to pay the original amounts of supplier invoices to the financial institution on the original invoice dates. No fees are paid and no assets are pledged by Adient. The payment terms for trade payables can range from 45 days to 120 days depending on types of services and goods being purchased. The payment terms for molds, dies and other tools that are acquired as part of pre-production activities are in general longer, and are normally dependent on the terms which Adient has agreed with its customers. As of December 31, 2023, and September 30, 2023, Adient's liabilities related to this program were $57 million and $50 million, respectively. Cash flows related to the program are all presented within operating activities in Adient's consolidated statements of cash flows.

7.9. Derivative Instruments and Hedging Activities

Adient selectively uses derivative instruments to reduce Adient's market risk associated with changes in foreign currency. Under Adient's policy, the use of derivatives is restricted to those intended for hedging purposes; the use of any derivative instrument for speculative purposes is strictly prohibited. A description of each type of derivative utilized to manage Adient's risk is included in the following paragraphs. In addition, refer to Note 8,10, "Fair Value Measurements," of the notes to consolidated financial statements for information related to the fair value measurements and valuation methods utilized by Adient for each derivative type.

Adient has global operations and participates in the foreign exchange markets to minimize its risk of loss from fluctuations in foreign currency exchange rates. Adient primarily uses foreign currency exchange contracts to hedge certain foreign exchange rate exposures. Adient hedges 70% to 90% of the nominal amount of each of its known foreign exchange transactional exposures. Gains and losses on derivative contracts offset gains and losses on underlying foreign currency exposures. These contracts have been designated as cash flow hedges under ASC 815, "Derivatives and Hedging," and the ~~effective portion of the~~ hedge gains or losses due to changes in fair value are initially recorded as a component of accumulated other comprehensive income (AOCI) and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. ~~Any ineffective portion of the hedge is reflected in the consolidated statements of income. These~~All contracts were highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates at December 31, ~~2017~~2023 and September 30, ~~2017.~~2023, respectively.

~~Adient selectively uses equity swaps to reduce market risk associated with certain of its stock-based compensation plans, such as its deferred compensation plans.~~ The ~~equity swaps are recorded at fair value. Changes in fair value of the equity swaps are reflected in the consolidated statements of income within selling, general and administrative expenses.~~

~~At December 31, 2017, the €1.0 billion~~€123 million ($136 million) aggregate principal amount of 3.50% euro-denominated unsecured notes due 2024 was previously designated as a net investment hedge to selectively hedge portions of Adient's net investment in Europe. The currency effects of Adient's euro-denominated bonds ~~are~~were reflected in the AOCI account within shareholders' equity attributable to Adient where they offset gains and losses recorded on Adient's net investment in Europe. During the first quarter of fiscal 2024, Adient de-designated these notes as a net investment hedge concurrent with entering into a foreign exchange forward contract designated as a fair value hedge of the principal balance on the 3.50% notes. The impact of foreign currency changes on the notes and the contract are recorded in net financing charges until payment of the notes and maturity of the foreign exchange forward contract in August 2024.

In January 2024, Adient entered into a ¥685 million ($96 million) foreign exchange forward contract to selectively hedge portions of its net investment in China. The contract is set to mature in October 2024.

Adient plc | Form 10-Q | 15

The following table presents the location and fair values of derivative instruments and other amounts used in hedging activities included in Adient's consolidated statements of financial position:

Derivatives and Hedging
Activities Designated as
Hedging Instruments
under ASC 815

Derivatives and Hedging
Activities Not Designated as
Hedging Instruments
under ASC 815
(in millions) December 31,
2017 September 30,
2017 December 31,
2017 September 30,
2017
Other current assets
Foreign currency exchange derivatives $ 7
$ 4
$ —
$ —
Other noncurrent assets
Foreign currency exchange derivatives —
1
—
—
Equity swaps —
—
—
3
Total assets $ 7
$ 5
$ —
$ 3

Other current liabilities
Foreign currency exchange derivatives $ 15
$ 6
$ 5
$ 2
Other noncurrent liabilities
Foreign currency exchange derivatives 2
3
—
—
Long-term debt
Foreign currency denominated debt 1,197
1,180
—
—
Total liabilities $ 1,214
$ 1,189
$ 5
$ 2


	Derivatives and Hedging Activities Designated as Hedging Instruments under ASC 815				Derivatives and Hedging Activities Not Designated as Hedging Instruments under ASC 815
(in millions)	December 31, 2023		September 30, 2023		December 31, 2023		September 30, 2023
Other current assets
Foreign currency exchange derivatives	$	38	$	30	$	5	$	4

Other noncurrent assets
Foreign currency exchange derivatives	1		—		—		—


Total assets	$	39	$	30	$	5	$	4

Other current liabilities
Foreign currency exchange derivatives	$	4	$	8	$	—	$	—

Other noncurrent liabilities
Foreign currency exchange derivatives	1		6		—		—

Long-term debt
Foreign currency denominated debt	—		130		—		—
Total liabilities	$	5	$	144	$	—	$	—

Adient enters into International Swaps and Derivatives Associations (ISDA) master netting agreements with counterparties that permit the net settlement of amounts owed under the derivative contracts. The master netting agreements generally provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event. Adient has not elected to offset the fair value positions of the derivative contracts recorded in the consolidated statements of financial position. Collateral is generally not required of Adient or the counterparties under the master netting agreements. As of ~~both~~ December 31, ~~2017~~2023 and September 30, ~~2017,~~2023, no cash collateral was received or pledged under the master netting agreements.

The gross and net amounts of derivative instruments and other amounts used in hedging activities are as follows:

Assets Liabilities
(in millions) December 31,
2017 September 30,
2017 December 31,
2017 September 30,
2017
Gross amount recognized $ 7
$ 8
$ 1,219
$ 1,191
Gross amount eligible for offsetting (2 ) (2 ) (2 ) (2 )
Net amount $ 5
$ 6
$ 1,217
$ 1,189


	Assets				Liabilities
(in millions)	December 31, 2023		September 30, 2023		December 31, 2023		September 30, 2023
Gross amount recognized	$	44	$	34	$	5	$	144
Gross amount eligible for offsetting	(5)		(12)		(5)		(12)
Net amount	$	39	$	22	$	—	$	132

The following table presents the effective portion of pretax gains (losses) recorded in other comprehensive income related to cash flow hedges:


	Three Months Ended December 31,
(in millions)	2023		2022
Foreign currency exchange derivatives	$	26	$	32

Adient plc | Form 10-Q | 16

(in millions)
Three Months Ended
December 31,
2017 2016
Foreign currency exchange derivatives $ (7 ) $ (7 )

The following table presents the location and amount of the effective portion of pretax gains (losses) on cash flow hedges reclassified from AOCI into Adient's consolidated statements of income:


(in millions)		Three Months Ended December 31,
		2023		2022
Foreign currency exchange derivatives	Cost of sales	$	15	$	7

(in millions)
Three Months Ended
December 31,
2017 2016
Foreign currency exchange derivatives Cost of sales $ 1
$ (3 )
During the next twelve months, $29 million of pretax gains on cash flow hedges are expected to be reclassified from AOCI into Adient's consolidated statements of income.

The following table presents the location and amount of pretax gains (losses) on fair value hedge activity in Adient's consolidated statements of income:


(in millions)		Three Months Ended December 31,
		2023		2022
Foreign currency exchange derivatives	Net financing charges	$	6	$	—

The following table presents the location and amount of pretax gains (losses) on derivatives not designated as hedging instruments recognized in Adient's consolidated statements of income:

Adient had no outstanding net investment hedges during the three months ended December 31, 2023. The effective portion of pretax gains (losses) recorded in currency translation adjustment (CTA) within other comprehensive income ~~(loss)~~ related to net investment hedges was ~~$(17) million and $67~~$(69) million for the three months ended December 31, ~~2017 and 2016, respectively.~~2022. For the three months ended December 31, ~~2017~~2023 and ~~2016,~~2022, no gains or losses were reclassified from CTA into income for Adient's outstanding net investment ~~hedges,~~hedges. For the three months ended December 31, 2023 and 2022, no ~~gains or losses were~~ineffectiveness was recognized in the consolidated statements of income ~~for the ineffective portion of~~resulting from cash flow hedges.

8.10. Fair Value Measurements

ASC 820, "Fair Value Measurement," defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Adient plc | Form 10-Q | 17

Recurring Fair Value Measurements

The following tables present Adient's fair value hierarchy for those assets and liabilities measured at fair value:


	Fair Value Measurements Using:
(in millions)	Total as of December 31, 2023		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	$	43	$	—	$	43	$	—

Other noncurrent assets
Foreign currency exchange derivatives	1		—		1		—


Total assets	$	44	$	—	$	44	$	—
Other current liabilities
Foreign currency exchange derivatives	4		—		4		—

Other noncurrent liabilities
Foreign currency exchange derivatives	1		—		1		—



Total liabilities	$	5	$	—	$	5	$	—

Fair Value Measurements Using:
(in millions)
Total as of
December 31,
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 $ 7
$ —
$ 7
$ —
Total assets $ 7
$ —
$ 7
$ —
Other current liabilities
Foreign currency exchange derivatives $ 20
$ —
$ 20
$ —
Other noncurrent liabilities
Foreign currency exchange derivatives 2
—
2
—
Total liabilities $ 22
$ —
$ 22
$ —


	Fair Value Measurements Using:
(in millions)	Total as of September 30, 2023		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	$	34	$	—	$	34	$	—





Total assets	$	34	$	—	$	34	$	—
Other current liabilities
Foreign currency exchange derivatives	$	8	$	—	$	8	$	—

Other noncurrent liabilities
Foreign currency exchange derivatives	6		—		6		—
Total liabilities	$	14	$	—	$	14	$	—

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
$ —

Foreign currency exchange ~~derivatives~~ derivatives:Adient selectively hedges anticipated transactions and net investments that are subject to foreign exchange rate risk primarily using foreign currency exchange hedge contracts. The foreign currency exchange derivatives are valued under a market approach using publicized spot and forward prices. Changes in fair value on foreign exchange derivatives accounted for as hedging instruments under ASC 815 are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. These contracts were highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates at December 31, ~~2017~~2023 and September 30, ~~2017.~~2023, respectively. The changes

in fair value of foreign currency exchange derivatives not designated as hedging instruments under ASC 815 are recorded in the consolidated statements of income.

~~Equity swaps~~ ~~Adient selectively uses equity swaps to reduce market risk associated with certain of its stock-based compensation plans, such as its deferred compensation plans.~~

The ~~equity swaps are recorded at fair value. Changes in~~ fair value of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. The fair value of long-term debt, which was $2.6 billion and $2.5 billion at December 31, 2023 and September 30, 2023, respectively, was determined primarily using market quotes classified as Level 1 inputs within the ~~equity swaps are reflected in the consolidated statements of income within selling, general and administrative expenses.~~ASC 820 fair value hierarchy.

Adient plc | Form 10-Q | 18

9.11. Equity and Noncontrolling Interests

Shareholders' Equity Attributable

~~The change in Parent's net investment during~~For the ~~fiscal quarter~~three months ended December 31, ~~2016 includes all intercompany activity with~~2023:


(in millions)	Ordinary Shares		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Shareholders' Equity Attributable to Adient		Shareholders' Equity Attributable to Noncontrolling Interests		Total Equity
Balance at September 30, 2023	$	—	$	3,973	$	(903)	$	(842)	$	2,228	$	318	$	2,546
Net income	—				20				20		12		32
Foreign currency translation adjustments	—		—		—		129		129		5		134
Realized and unrealized gains (losses) on derivatives	—		—		—		9		9		—		9

Dividends attributable to noncontrolling interests	—		—		—		—		—		(4)		(4)

Repurchases of common stock	—		(100)		—		—		(100)		—		(100)
Share based compensation and other	—		(1)		—		—		(1)		—		(1)

Balance at December 31, 2023	$	—	$	3,872	$	(883)	$	(704)	$	2,285	$	331	$	2,616

For the ~~former Parent prior to separation, including a $1.5 billion non-cash settlement.~~three months ended December 31, 2022:

~~In September 2017,~~


(in millions)	Ordinary Shares		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Shareholders' Equity Attributable to Adient		Shareholders' Equity Attributable to Noncontrolling Interests		Total Equity
Balance at September 30, 2022	$	—	$	4,026	$	(1,108)	$	(845)	$	2,073	$	302	$	2,375
Net income	—		—		12		—		12		14		26
Foreign currency translation adjustments	—		—		—		90		90		5		95
Realized and unrealized gains (losses) on derivatives	—		—		—		25		25		—		25

Dividends attributable to noncontrolling interests	—		—		—		—		—		(4)		(4)

Share based compensation and other	—		(8)		—		—		(8)		—		(8)


Balance at December 31, 2022	$	—	$	4,018	$	(1,096)	$	(730)	$	2,192	$	317	$	2,509

Adient ~~declared a dividend of $0.275 per ordinary share, which was paid in November 2017. In November 2017, Adient declared a dividend of $0.275 per ordinary share, which is payable in February 2018.~~plc | Form 10-Q | 19

Balance at end of period (1)

(1) The ending balance of foreign currency translation adjustments as of December 31, 2023 and 2022 include cumulative net investment hedge gains of $74 million and $75 million, respectively. During the next twelve months, no gains or losses are expected to ~~Note 7, "Derivative Instruments and Hedging Activities," of the notes to consolidated financial statements for disclosure of the line items on the~~be reclassified from AOCI into Adient's consolidated statements of ~~income affected by reclassifications from AOCI into income related~~income.

Adient consolidates certain subsidiaries in which the noncontrolling interest party has within their control the right to ~~derivatives.~~

require Adient to redeem all or a portion of its interest in the subsidiary. These redeemable noncontrolling interests are reported at their estimated redemption value. Any adjustment to the redemption value impacts retained earnings but does not impact net income. Redeemable noncontrolling interests which are redeemable only upon future events, the occurrence of which is not currently probable, are recorded at carrying value. The following table presents changes in the redeemable noncontrolling interests:


	Three Months Ended December 31,
(in millions)	2023		2022
Beginning balance	$	57	$	45
Net income (1)	13		7
Dividends	(21)		(18)

Foreign currency translation adjustments	8		11
Ending balance	$	57	$	45

(1) During the first quarter of fiscal 2024, a $5 million adjustment was recorded to increase income attributable to noncontrolling interest related to the three months ended September 30, 2023.

Repurchases of Equity Securities

In November 2022, Adient’s board of directors authorized the repurchase of the Company’s ordinary shares up to an aggregate purchase price of $600 million with no expiration date. Under the share repurchase authorization, Adient’s ordinary shares may be purchased either through discretionary purchases on the open market, by block trades or privately negotiated transactions. The number of ordinary shares repurchased, if any, and the timing of repurchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors. During fiscal year 2023, Adient repurchased and immediately retired 1,756,777 shares of its ordinary shares at an average purchase price per share of $37.00. The aggregate amount of cash paid to repurchase the shares was $65 million. During the first quarter of fiscal 2024, Adient repurchased and immediately retired 3,003,358 shares of its

Adient plc | Form 10-Q | 20

Three Months Ended
December 31,
(in millions) 2017 2016
Beginning balance $ 28
$ 34
Net income 7
5
Foreign currency translation adjustments 1
(1 )
Dividends (8 ) —
Change in noncontrolling interest share 1
—
Ending balance $ 29
$ 38
ordinary shares at an average purchase price per share of $33.32. The aggregate amount of cash paid to repurchase the shares was $100 million. As of December 31, 2023, the remaining aggregate amount of authorized repurchases was $435 million.

12. Retirement Plans

Adient maintains non-contributory defined benefit pension plans covering primarily non-U.S. employees and a limited number of U.S. employees. The following table contains the components of net periodic benefit cost:



	Three Months Ended December 31,
(in millions)	2023		2022
Service cost	$	1	$	1
Interest cost	5		4
Expected return on plan assets	(3)		(3)
Net actuarial and settlement/curtailment (gain) loss	—		8
Net periodic benefit cost	$	3	$	10

The interest cost, expected return on plan assets, and net actuarial and settlement/curtailment (gain) loss components of net periodic benefit cost are included in other pension expense (income) in the consolidated statements of income. During the first quarter of fiscal 2023, Adient recorded an $8 million curtailment loss associated with employee termination benefit plans in the Americas segment.

~~10.~~13. Restructuring and Impairment Costs

To better align its resources with its ~~growth~~overall strategies and reduce the cost structure of its global operations to address the softness in certain underlying markets, Adient commits to restructuring plans as necessary.

InDuring the first quarter of fiscal ~~2018,~~2024, Adient committed to a restructuring plan ("~~2018~~2024 Plan") ~~within the Seating segment for $13 million that was offset by underspend~~resulting in ~~the fiscal 2016 Plan. The restructuring actions relate to cost reduction initiatives and consist primarily~~charges of ~~workforce reductions. The restructuring actions are expected to be substantially completed by fiscal 2019.~~

~~The following table summarizes the changes in Adient's 2018 Plan reserve:~~

(in millions) Employee Severance and Termination Benefits Long-Lived Asset Impairments Other Currency
Translation Total
Original Reserve $ 13
$ —
$ —
$ —
$ 13
Balance at December 31, 2017 $ 13
$ —
$ —
$ —
$ 13

In fiscal 2017, Adient committed to a restructuring plan ("2017 Plan") within the Seating segment and recorded $46 million of restructuring and impairment costs in the consolidated statements of income. This is the total amount expected to be incurred for this restructuring plan.$11 million. The restructuring actions relate to cost reduction initiatives and consist primarily of workforce reductions in EMEA and ~~plant closures.~~Americas. The restructuring actions are expected to be substantially ~~complete~~completed by fiscal 2025. Restructuring costs are included in ~~fiscal 2018.~~

~~Adient maintained $11 million of Futuris restructuring reserves as of September 30, 2017 all of which was paid during the three months ended December 31, 2017.~~

~~The following table summarizes the changes in Adient's 2017 Plan reserve:~~

(in millions) Employee Severance and Termination Benefits Long-Lived Asset Impairments Other Currency
Translation Total
Original Reserve $ 42
$ —
$ 4
$ —
$ 46
Utilized—cash (4 ) —
(4 ) —
(8 )
Balance at September 30, 2017 38
—
—
—
38
Utilized—cash (4 ) —
—
—
(4 )
Balance at December 31, 2017 $ 34
$ —
$ —
$ —
$ 34

~~In fiscal 2016, Adient committed to a restructuring plan ("2016 Plan") and recorded $332 million of~~ restructuring and impairment costs in the consolidated statements of income. This is the total amount expected to be incurred for this restructuring plan. The restructuring actions relate to cost reduction initiatives and consist primarily of workforce reductions, plant closures and asset impairments. Of the restructuring and impairment costs recorded, $315 million relates to the Seating segment and $17 million relates to the Interiors segment. The asset impairment charge recorded during fiscal 2016 related primarily to information technology assets within the Seating segment that will not be used going forward by Adient. The other charges recorded in fiscal 2016 of $22 million relate primarily to restructuring costs at one of Adient's joint ventures which Adient had indemnified. The restructuring actions are expected to be substantially complete in fiscal 2018.

Since the announcement of the 2016 Plan in fiscal 2016, Adient has experienced lower employee severance and termination benefit cash payouts than previously calculated of approximately $13 million, due to changes in cost reduction actions. The planned workforce reductions disclosed for the 2016 Plan have been updated for Adient's revised actions.

The following ~~table summarizes~~tables summarize the changes in Adient's ~~2016 Plan reserve:~~restructuring reserve.

For the three months ended December 31, 2023:


(in millions)	Employee Severance and Termination Benefits		Currency Translation		Total
Balance at September 30, 2023	$	56	$	(5)	$	51
2024 Plan charges	11		—		11
Utilized - cash	(9)		—		(9)
Noncash and other adjustments	—		1		1
Balance at December 31, 2023	$	58	$	(4)	$	54

Adient plc | Form 10-Q | 21

(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 (13 ) —
—
—
(13 )
Utilized—cash (12 ) —
—
—
(12 )
Balance at December 31, 2017 $ 121
$ —
$ 9
$ 5
$ 135
For the three months ended December 31, 2022:


(in millions)	Employee Severance and Termination Benefits		Currency Translation		Total
Balance at September 30, 2022	$	69	$	(9)	$	60
2023 Plan charges	7		—		7
Utilized - cash	(27)		—		(27)
Noncash and other adjustments	—		5		5
Balance at December 31, 2022	$	49	$	(4)	$	45

Adient's ~~fiscal 2018, 2017 and 2016~~ restructuring plans ~~included~~include workforce reductions of approximately ~~4,000.~~13,000 employees. Restructuring charges associated with employee severance and termination benefits are paid over the severance period granted to each employee or on a lump sum basis in accordance with individual severance agreements. As of December 31, ~~2017,~~2023, approximately ~~2,000~~11,000 of the employees have been separated from Adient pursuant to the restructuring plans. In addition, the restructuring plans included ~~eighteen~~twenty-six plant closures. As of December 31, ~~2017, ten~~2023, twenty-two of the ~~eighteen~~twenty-six plants have been closed.

Adient's management closely monitors its overall cost structure and continually analyzes each of its businesses for opportunities to consolidate current operations, improve operating efficiencies and locate facilities in low cost countries in close proximity to customers. This ongoing analysis includes a review of its manufacturing, engineering, purchasing and administrative functions, as well as the overall global footprint for all its businesses. Because of the importance of new vehicle sales by major automotive manufacturers to operations, Adient is affected by the general business conditions in the automotive industry. Future adverse developments in the automotive industry could impact Adient's liquidity position, lead to impairment charges and/or require additional restructuring of its operations.

~~11.~~14. Income Taxes

In calculating the provision for income taxes, Adient uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based on changes in facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. For the three months ended December 31, ~~2017,~~2023, Adient’s income tax expense was $20 million equating to an effective tax rate ~~was 384%~~of 31%. The ~~effective rate~~three month income tax expense was higher than the Irish statutory rate of 12.5% primarily due to the ~~charge~~inability to ~~recognize the impact of the U.S.~~record a tax ~~reform legislation~~benefit for losses in jurisdictions with valuation allowances and ~~unfavorable~~ foreign ~~exchange.~~tax rate differentials. For the three months ended December 31, ~~2016,~~2022 Adient’s income tax expense was $31 million equating to an effective tax rate ~~was 14%~~of 48%. The ~~effective rate~~three month income tax expense was higher than the Irish statutory rate of 12.5% primarily due to the inability to record a tax ~~law change~~benefit for losses in ~~Hungary, partially offset by benefits~~jurisdictions with valuation allowances and foreign tax rate differentials.

Valuation Allowances

As a result of the Company's first quarter fiscal 2024 analysis of the realizability of its worldwide deferred tax assets, and after considering tax planning initiatives and other positive and negative evidence, Adient determined it was more likely than not that certain deferred tax assets recorded in Luxembourg during the three months ended December 31, 2023, would not be realized and established a valuation allowance, which did not have a material impact on Adient’s consolidated financial statements.

Adient reviews the realizability of its deferred tax assets on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or combined group recording the net deferred tax asset are considered, along with any other positive or negative evidence. All of the factors that Adient considers in evaluating whether and when to establish or release all or a portion of the deferred tax asset valuation allowance involve significant judgment. Since future financial results may differ from ~~global~~previous estimates, periodic adjustments to Adient's valuation allowances may be necessary.

Given current earnings and anticipated future earnings at certain subsidiaries, the Company believes that there is a reasonable possibility that sufficient positive evidence may become available that would allow the release of all, or a portion of, valuation allowances at certain subsidiaries within the next twelve months. A release of valuation allowances, if any, would result in the

Adient plc | Form 10-Q | 22

recognition of certain deferred tax ~~planning.~~assets which could generate a material income tax benefit for the period in which such release is recorded.

Uncertain Tax Positions

At December 31, ~~2017,~~2023, Adient had gross tax effected unrecognized tax benefits of ~~$191~~$537 million. If recognized, $168 million ~~essentially all~~ of ~~which, if recognized,~~Adient's unrecognized tax benefits would impact the effective tax rate. Total net accrued interest at December 31, ~~2017~~2023 was approximately $3$31 million (net of tax benefit). The interest and penalties accrued ~~during~~for the three months ended December 31, ~~2017~~2023 was ~~not material.~~$2 million. At December 31, 2022, Adient had gross tax effected unrecognized tax benefits of $522 million. If recognized, $122 million of Adient's unrecognized tax benefits would impact the effective tax rate. Total net accrued interest at December 31, 2022 was approximately $25 million (net of tax benefit). The interest and penalties accrued for the three months ended December 31, 2022 was $2 million. Adient recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

~~Impacts of Tax Legislation~~

15. Segment Information

Adient manages its business on a geographic basis and ~~Change in Statutory Tax Rates~~

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed and enacted into law, and is effective for tax years beginning on or after January 1, 2018, with the exception of certain provisions. As a fiscal year taxpayer, Adient will not be subject to the majority of the provisions until fiscal year 2019, however the statutory tax rate reduction is effective January 1, 2018.

The Act reduces the U.S. corporate tax rate from 35% to 21%. Adient’s fiscal 2018 estimated annual effective tax rate reflects the benefit from the reduced rate of 24.5% resulting from the application of Internal Revenue Code, Section 15 which provides for a proration of the newly enacted rate during this fiscal year. This benefit is offset by a non-cash estimated tax expense of $150 million related to the remeasurement of Adient’s net deferred tax assets at the lower statutory rate, a non-cash estimated tax expense of $100 million related to recording a valuation allowance to reflect the reduced benefit Adient expects to realize as a result of being subject to the Base Erosion and Anti-avoidance Tax ("BEAT"), and an estimated cash tax expense of $8 million related to the transition tax imposed on previously untaxed earnings and profits. Adient is projecting that it will be subject to BEAT, a parallel tax system, for the foreseeable future.

In accordance with Staff Accounting Bulletin No. 118, Adient is disclosing the estimated income tax impact. Although the $258 million tax expense represents what Adient believes is a reasonable estimate of the impact of the income tax effects of the Act on its consolidated financial statements as of December 31, 2017, it is a provisional amount and will be impacted by Adient’s on-going analysis of the legislation and the full year fiscal 2018 financial results.

The Act makes broad and complex changes to the U.S. tax code, and in certain instances, lacks clarity and is subject to interpretation until additional Internal Revenue Service guidance is issued. The ultimate impact of the Act may differ from Adient's estimates due to changesoperates in the ~~interpretations~~following three reportable segments for financial reporting purposes: (i) Americas, which is inclusive of North America and ~~assumptions made as well as any forthcoming regulatory guidance. Adient will continue to assess the provisions of the Act~~South America; (ii) Europe, Middle East, and ~~the anticipated impact to income tax expense~~Africa ("EMEA"); and will disclose the anticipated impact on its consolidated financial statements in future financial filings. Any adjustments to these provisional amounts will be reported as a component of income tax expense (benefit) in the reporting period in which any such adjustments are determined, which will be no later than the first quarter of fiscal 2019.(iii) Asia Pacific/China ("Asia").

~~Other tax legislation was adopted during the quarter in various jurisdictions, which did not have a material impact on Adient’s consolidated financial statements.~~

In the first quarter of fiscal 2017, Hungary passed the 2017 tax bill which reduced the corporate income tax rate to a flat 9% rate. As a result of the law change, Adient recorded income tax expense of $5 million related to the write down of deferred tax assets.



~~12. Segment Information~~

Adient evaluates the performance of its reportable segments using an adjusted ~~EBIT~~EBITDA metric defined as income before income taxes and noncontrolling interests, excluding net financing charges, ~~qualified~~ restructuring and impairment costs, restructuring related-costs, ~~incremental "Becoming Adient" costs, separation costs,~~ net mark-to-market adjustments on pension and postretirement plans, transaction gains/losses, purchase accounting amortization, depreciation, stock-based compensation and other non-recurring items ("Adjusted ~~EBIT"~~EBITDA"). Also, certain corporate-related costs are not allocated to the segments. The reportable segments are consistent with how management views the markets served by Adient and reflect the financial information that is reviewed by its chief operating decision maker.

~~Adient has two reportable segments for financial reporting purposes: Seating and Interiors.~~


	Three Months Ended December 31,
(in millions)	2023		2022
Net Sales
Americas	$	1,647	$	1,724
EMEA	1,268		1,182
Asia	770		821
Eliminations	(25)		(28)
Total net sales	$	3,660	$	3,699

Adient plc | Form 10-Q | 23



•	~~The Seating segment produces seat metal structures and mechanisms, foam, trim, fabric and complete seat systems for automotive and other mobility applications.~~

•	The Interiors segment, derived from its global automotive interiors joint ventures, produces instrument panels, floor consoles, door panels, overhead consoles, cockpit systems, decorative trim and other products.


	Three Months Ended December 31,
(in millions)	2023		2022
Adjusted EBITDA
Americas	$	80	$	69
EMEA	45		28
Asia	114		138
Corporate-related costs (1)	(23)		(23)
Restructuring and impairment costs (2)	(11)		(7)
Purchase accounting amortization (3)	(11)		(12)
Restructuring related charges (4)	9		(3)


Depreciation	(72)		(69)
Stock based compensation (5)	(13)		(8)
Other items (6)	(7)		1
Earnings before interest and income taxes	111		114
Net financing charges	(44)		(41)
Other pension income (expense) (7)	(2)		(9)
Income before income taxes	$	65	$	64

~~Financial information relating~~

(1) Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal and corporate finance.

(2) 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.

(3) Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.

(4) Reflects restructuring related charges for costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420. The three months ended December 31, 2023 includes a $10 million gain on sale of a restructured facility.

(5) During the three months ended December 31, 2023, a $5 million adjustment was recorded to increase equity-based compensation expense related to a retired executive's equity awards that should have been recognized in prior periods.

(6) The three months ended December 31, 2023 includes an $8 million loss on sale of 51% of Adient's ~~reportable segments~~interest in LFADNT (as described in Note 3, "Acquisitions and Divestitures," of the notes to consolidated financial statements), and a $2 million one-time divestiture related tax impact at an affiliate, partially offset by a $3 million non-recurring gain on contract related settlement. The three months ended December 31, 2022 includes a $1 million non-recurring adjustment to certain of Adient's investments in nonconsolidated partially-owned affiliates in Asia, and $1 million of indirect tax recoveries in Brazil, partially offset by $1 million of transaction costs.

(7) The three months ended December 31, 2022 includes an $8 million curtailment loss associated with employee termination benefit plans in the Americas segment.

Adient plc | Form 10-Q | 24

Geographic Information

Revenue by geographic area is as follows:


Net Sales
	Three Months Ended December 31,
(in millions)	2023		2022
Americas
United States	$	1,422	$	1,553
Mexico	632		607
Other Americas	86		95
Regional elimination	(493)		(531)
	1,647		1,724
EMEA
Spain	180		154
Germany	224		248
Poland	249		209
Czech Republic	195		228
Other EMEA	769		667
Regional elimination	(349)		(324)
	1,268		1,182
Asia
China	374		398
Korea	122		138
Thailand	122		141
Japan	93		87
Other Asia	71		65
Regional elimination	(12)		(8)
	770		821

Inter-segment elimination	(25)		(28)

Total	$	3,660	$	3,699

Three Months Ended
December 31,
(in millions) 2017 2016
Net Sales
Seating $ 4,204
$ 4,026
Total net sales $ 4,204
$ 4,026

Three Months Ended
December 31,
(in millions) 2017
2016 ⁽¹⁾
Adjusted EBIT
Seating $ 138
$ 253
Interiors 25
30
Becoming Adient costs ⁽²⁾
(19 ) (15 )
Separation costs ⁽³⁾
—
(10 )
Purchase accounting amortization ⁽⁴⁾
(17 ) (10 )
Restructuring related charges⁽⁵⁾
(11 ) (8 )
Other items ⁽⁶⁾
(14 ) (13 )
Earnings before interest and income taxes 102
227
Net financing charges (33 ) (35 )
Income before income taxes $ 69
$ 192

~~(1)~~

Amounts presented have been revised from what was previously reported to correctly report net sales, equity income and total assets as discussed in Note 1, "Basis of Presentation and Summary of Significant Accounting Policies".

~~(2)~~

Reflects incremental expenses associated with becoming an independent company, including non-cash costs of $6 million and $13 million for the three months ended December 31, 2017 and 2016, respectively.

~~(3)~~

~~Reflects expenses associated with and incurred prior to the separation from the former Parent.~~

~~(4)~~

~~Reflects amortization of intangible assets including those related to the YFAI joint venture recorded within equity income.~~

~~(5)~~

~~Reflects restructuring related charges for costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420.~~

~~(6)~~

Reflects $8 million for the U.S. tax reform impact at YFAI and $6 million of integration-related costs associated with Futuris for the three months ended December 31, 2017. Reflects primarily $12 million of initial funding of the Adient foundation for the three months ended December 31, 2016.16. Nonconsolidated Partially-Owned Affiliates



~~13. Nonconsolidated Partially-Owned Affiliates~~

Investments in the net assets of nonconsolidated partially-owned affiliates are ~~stated~~reported in the "Investments in partially-owned affiliates" line in the consolidated statements of financial position as of December 31, ~~2017~~2023 and September 30, ~~2017.~~2023. Equity in the net income of nonconsolidated partially-owned affiliates ~~is stated~~are reported in the "Equity income" line in the consolidated statements of income for the three months ended December 31, ~~2017~~2023 and ~~2016.~~2022, respectively.

Adient plc | Form 10-Q | 25

Adient maintains total investments in partially-owned affiliates of ~~$1.9 billion~~$322 million and ~~$1.8 billion~~$303 million at December 31, ~~2017~~2023 and September 30, ~~2017,~~2023, respectively. Operating information for nonconsolidated partially-owned affiliates is as follows:


	Three Months Ended December 31,
(in millions)	2023		2022
Income statement data:
Net sales	$	1,037	$	976
Gross profit	$	93	$	101
Net income	$	49	$	60
Net income attributable to the entity	$	48	$	59

Refer to Note 3, "Acquisitions and Divestitures," of the notes to consolidated financial statements for transactions involving Adient's investments in nonconsolidated partially-owned affiliates.

Three Months Ended
December 31,
(in millions) 2017
2016 ⁽¹⁾
Net sales $ 4,663
$ 4,324
Gross profit $ 566
$ 539
Operating income $ 279
$ 295
Net income $ 221
$ 280
Net income attributable to the entity $ 216
$ 259

~~(1)~~

~~Amounts presented have been revised from what was previously reported, as discussed in Note 1, "Basis of Presentation~~17. Commitments and Summary of Significant Accounting Policies". The engineering recovery revisions decreased operating income, net income and net income attributable to the entity by $14 million for the three months ended December 31, 2016.Contingencies

Adient is involved in various lawsuits, claims and proceedings incident to the operation of its businesses, including those pertaining to product liability, casualty environmental, safety and health, intellectual property, employment, commercial and contractual matters, and various other matters. Although the outcome of any such lawsuit, claim or proceeding cannot be predicted with certainty and some may be disposed of unfavorably to Adient, it is management's opinion that none of these will have a material adverse effect on Adient's financial position, results of operations or cash flows. Costs related to such matters were not material to the periods presented.



~~14. Commitments and Contingencies~~

Adient accrues for potential environmental liabilities when it is probable a liability has been incurred and the amount of the liability is reasonably estimable. Reserves for environmental liabilities totaled $9$4 million and $4 million at ~~both~~ December 31, ~~2017~~2023 and September 30, ~~2017.~~2023, respectively. Adient reviews the status of its environmental sites on a quarterly basis and adjusts its reserves accordingly. Such potential liabilities accrued by Adient do not take into consideration possible recoveries of future insurance proceeds. They do, however, take into account the likely share other parties will bear at remediation sites. It is difficult to estimate Adient's ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, ~~and~~ the often quite lengthy periods over which eventual remediation may ~~occur.~~occur, and changing environmental laws. Nevertheless, Adient does not currently believe that any claims, penalties or costs in connection with known environmental matters will have a material adverse effect on Adient's financial position, results of operations or cash flows.

~~15.~~18. Related Party Transactions

In the ordinary course of business, Adient enters into transactions with related parties, such as equity affiliates. Such transactions consist of ~~facility management services,~~ the sale or purchase of goods and other arrangements. ~~Subsequent to the separation, transactions with the former Parent and its businesses represent third-party transactions.~~

The following table sets forth the net sales to and purchases from related parties included in the consolidated statements of income:


		Three Months Ended December 31,
(in millions)		2023		2022
Net sales to related parties	Net sales	$	66	$	58
Purchases from related parties	Cost of sales	103		114

Adient plc | Form 10-Q | 26

Three Months Ended
December 31,
(in millions) 2017 2016
Net sales $ 99
$ 98
Cost of sales 137
100

The following table sets forth the amount of accounts receivable due from and payable to related parties in the consolidated statements of financial position:

(in millions) December 31, 2017 September 30, 2017
Accounts receivable $ 158
$ 129
Accounts payable 122
104


(in millions)		December 31, 2023		September 30, 2023
Accounts receivable due from related parties	Accounts receivable	$	28	$	26
Accounts payable due to related parties	Accounts payable	53		67

Average receivable and payable balances with related parties remained consistent with the period end balances shown above.

Adient plc | Form 10-Q | 27

~~Allocations from Former Parent~~

During fiscal 2017, allocations from the former Parent were insignificant. During fiscal 2017, Adient and the former Parent finalized the reconciliation of working capital and other accounts and the net amount due from the former Parent of $87 million was settled during the quarter ended March 31, 2017 in accordance with the separation agreement. The impact of the settlement is reflected within additional paid-in capital.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Presentation of Information~~

Unless the context requires otherwise, references to "Adient plc" or"Adient" refer to Adient plc and its consolidated subsidiaries for periods subsequent to its separation from Johnson Controls International plc ("the former Parent") on October 31, 2016. References in this Quarterly Report on Form 10-Q to the "separation" refer to the legal separation and transfer of the former Parent's automotive seating and interiors business to Adient on October 31, 2016.

Forward-Looking Statements

This section and other parts of this Quarterly Report on Form 10-Q ~~contain~~contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," "could," "can," "may," or similar terms. Forward-looking statements are not guarantees of future performance and Adient's actual results may differ significantly from the results discussed in the forward-looking statements. Adient cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond ~~Adient's~~Adient’s control, that could cause Adient’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the effects of local and national economic, credit and capital market conditions (including the persistence of high interest rates and volatile currency exchange rates) on the global economy, work stoppages, including due to strikes, supply chain disruptions and similar events, wage inflationary pressures due to labor shortages and new labor negotiations, volatile energy markets, Adient’s ability and timing of customer recoveries for increased input costs, the availability of raw materials and component products (including components required by our customers for the manufacture of vehicles), geopolitical uncertainties such as the Ukraine and Middle East conflicts and the impact on the regional and global economies and additional pressure on supply chain and vehicle production, the ability of Adient ~~Aerospace~~ to ~~successfully implement~~execute its ~~strategic initiatives or realize~~restructuring plans and achieve the ~~expected benefits~~desired benefit, automotive vehicle production levels, mix and schedules, as well as our concentration of exposure to certain automotive manufacturers, the ~~joint venture, the impact~~ability of ~~tax reform legislation through the Tax Cuts~~Adient to effectively launch new business at forecast and ~~Jobs Act,~~profitable levels, the ability of Adient to meet debt service requirements ~~the availability~~ and, terms of future financing, ~~general economic~~the impact of global tax reform legislation, uncertainties in U.S. administrative policy regarding trade agreements, tariffs and ~~business conditions,~~other international trade relations, shifts in market shares among vehicles, vehicle segments or away from vehicles on which Adient has significant content, changes in consumer demand, global climate change and related emphasis on ESG matters by various stakeholders, and the ~~strength~~ability of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency exchange rates, andAdient to achieve its ESG-related goals, cancellation of or changes to commercial ~~arrangements.~~arrangements, and the ability of Adient to identify, recruit and retain key leadership. Additional information regarding these and other risks related to Adient’s business that could cause actual results to differ materially from what is contained in the forward-looking statements is included in the section entitled "Risk Factors," contained in ~~Item Part I, Item 1A of the which are incorporated herein by reference. The following discussion should be read in conjunction with Adient's~~our Annual Report on Form 10-K ~~(the “Form 10-K”)~~ for the fiscal year ended September 30, ~~2017 filed with the U.S. Securities and Exchange Commission (the "SEC").~~2023. The following discussion should be read in conjunction with the ~~Form 10-K and the~~ consolidated financial statements and notes thereto included ~~elsewhere in~~within this report as well as within Part II, Item 8 of our Annual Report on Form ~~10-Q.~~10-K for the fiscal year ended September 30, 2023. All information presented herein is based on ~~the~~ Adient's fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to Adient's fiscal years ended in September and the associated quarters, months and periods of those fiscal years. Adient assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

~~Separation from the former Parent~~

~~On October 31, 2016,~~ Overview

Adient ~~became an independent company as~~is a ~~result of the separation of~~global leader in the automotive seating and interiors business from Johnson Controls. Adient was incorporated under the laws of Ireland in fiscal 2016 for the purpose of holding these businesses. Adient's ordinary shares began trading "regular-way" under the ticker symbol "ADNT" on the New York Stock Exchange on October 31, 2016. Upon becoming an independent company, the capital structure of Adient consisted of 500 million authorized ordinary shares and 100 million authorized preferred shares (par value of $0.001 per ordinary and preferred share). The number of Adient ordinary shares issued on October 31, 2016 was 93,671,810.

Adient is the world's largest automotive seating supplier*supply industry with relationships with the largest global ~~auto manufacturers.~~automotive original equipment manufacturers, or OEMs. Adient's proprietary technologies extend into virtually every area of automotive seating solutions, including complete seating systems, frames, mechanisms, foam, head restraints, armrests and trim ~~covers and fabrics.~~covers. Adient is an independent seat supplier with global scale and the capability to design, develop, engineer, manufacture and deliver complete seat systems and components in every major automotive producing region in the world. Adient also participates in the automotive interiors market primarily through its 30% equity interest in our global automotive interiors joint venture in China, Yanfeng Global Automotive Interior Systems Co., Ltd. (YFAI).



*	~~Based on production volumes. Source: IHS Automotive~~

Adient designs, manufactures and markets a full range of seating systems and components for passenger cars, commercial vehicles and light trucks, including vans, pick-up trucks and sport/crossover utility vehicles. Adient ~~also supplies high performance seating systems to the commercial trucking and international motorsports industry through its award winning RECARO brand of products. Adient~~ operates ~~approximately 238~~more than 200 wholly- and majority-owned manufacturing or assembly facilities, with operations in 3430 countries. Additionally, Adient has partially-owned affiliates in China, Asia, Europe and North America. Through its global footprint and vertical integration, Adient leverages its capabilities to drive growth in the automotive seating industry.



PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2328
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3239
Item 4.	Controls and Procedures	3239

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3240
Item 1A.	Risk Factors	3340
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3340
Item 3.	Defaults Upon Senior Securities	3341
Item 4.	Mine Safety Disclosures	3341
Item 5.	Other Information	3341
Item 6.	Exhibits	3442
	Signatures	3543



	Three Months Ended December 31,
(in millions, except per share data)	2017			2016
Net sales	$	4,204		$	4,026
Cost of sales	4,002			3,676
Gross profit	202			350
Selling, general and administrative expenses	196			217
Equity income	96			94
Earnings before interest and income taxes	102			227
Net financing charges	33			35
Income before income taxes	69			192
Income tax provision	265			28
Net income (loss)	(196		)	164
Income attributable to noncontrolling interests	20			22
Net income (loss) attributable to Adient	$	(216	)	$	142

Earnings per share:
Basic	$	(2.32	)	$	1.52
Diluted	$	(2.32	)	$	1.51

Cash dividends declared per share	$	0.275		$	—

Shares used in computing earnings per share:
Basic	93.2			93.7
Diluted	93.2			93.9



	Consolidated Statements of Income (Loss)
	Three Months Ended December 31, 2016
(in millions, except per share data)	As Reported		Adjustment			As Revised
Net sales	$	4,038	$	(12	)	$	4,026
Cost of sales	3,688		(12		)	3,676
Gross profit	350		—			350
Equity income	101		(7		)	94
Earnings before interest and income taxes	234		(7		)	227
Income before income taxes	199		(7		)	192
Net income (loss)	171		(7		)	164
Net income (loss) attributable to Adient	149		(7		)	142

Earnings per share:
Basic	$	1.59	$	(0.07	)	$	1.52
Diluted	$	1.59	$	(0.08	)	$	1.51



(in millions)	September 30, 2017		Business Acquisitions		Business Divestitures		Currency Translation and Other		December 31, 2017
Goodwill
Seating	$	2,515	$	4	$	—	$	26	$	2,545



	Fair Value Measurements Using:
(in millions)	Total as of December 31, 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	$	7	$	—	$	7	$	—
Total assets	$	7	$	—	$	7	$	—
Other current liabilities
Foreign currency exchange derivatives	$	20	$	—	$	20	$	—
Other noncurrent liabilities
Foreign currency exchange derivatives	2		—		2		—
Total liabilities	$	22	$	—	$	22	$	—



	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	$	—



(in millions)	Employee Severance and Termination Benefits		Long-Lived Asset Impairments		Other		Currency Translation		Total
Original Reserve	$	13	$	—	$	—	$	—	$	13
Balance at December 31, 2017	$	13	$	—	$	—	$	—	$	13



	Light Vehicle Production
	Three Months Ended December 31,
(units in millions)	2017	Change	2016
Global	24.8	0.4%	24.7
North America	4.2	-4.5%	4.4
South America	0.8	14.3%	0.7
Europe	6.0	7.1%	5.6
China	8.3	-1.2%	8.4
Asia, excluding China, and Other	5.5	-1.8%	5.6

Source: IHS Automotive, January 2018



	Year Ended September 30,
(in millions)	2017		Change	2016
Net financing charges	$	33	-6%	$	35


Periods	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares (or Units) that may yet be Purchased Under the Plans or Programs (in millions)(1)
October 1 to October 31, 2023	—	$	—	—	$	535
November 1 to November 30, 2023	1,565,234	32.38		1,565,234	484
December 1 to December 31, 2023	1,438,124	34.33		1,438,124	435
	3,003,358	$	33.32	3,003,358	$	435


Exhibit No.		Exhibit Title
10.1			Amendment No. 3 dated January 31, 2024 to the Term Loan Credit Agreement dated as of May 6, 2019, among Adient US LLC, Adient Global Holdings S.à r.l., the lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on February 1, 2024 (File No. 1-37757)).
~~Item 4.~~	~~Mine Safety Disclosures~~



~~Exhibit No.~~	~~Exhibit Title~~
~~31.1~~	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

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

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	Adient plc
	By:		/s/ Jerome J. Dorlack
	~~Adient plc~~	Jerome J. Dorlack
	~~By:~~	~~/s/ R. Bruce McDonald~~
~~R. Bruce McDonald~~
~~Chairman~~President and Chief Executive Officer
	Date:	~~Date:~~	~~January 30, 2018~~February 7, 2024

	By:		/s/ Mark A. Oswald
	~~By:~~	~~/s/ Jeffrey M. Stafeil~~Mark A. Oswald
		~~Jeffrey M. Stafeil~~
Executive Vice President and Chief Financial Officer
	Date:	~~Date:~~	~~January 30, 2018~~February 7, 2024