16 unchanged sentences
Based on this evaluation, management concluded that Adient maintained effective internal control over financial reporting as of September 30, 2022.
−Removed: In conducting Adient’s assessment of the effectiveness of its internal control over financial reporting, management excluded Chongqing Adient Automotive Components Co., Ltd.
−Removed: and Adient (Langfang) Seating Co., Ltd., both of which were consolidated as business combinations on September 30, 2021.
−Removed: The total assets of Chongqing Adient Automotive Components Co., Ltd.
−Removed: and Adient (Langfang) Seating Co., Ltd.
−Removed: collectively represent approximately 5% of the consolidated total assets as of September 30, 2021.
−Removed: No revenue was recorded for the entities within Adient’s consolidated financial statements in fiscal 2021.
The effectiveness of Adient's internal control over financial reporting as of September 30, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: Adient plc | Form 10-K | 109
There were no changes in internal control over financial reporting during the fourth quarter of the fiscal year ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, Adient's internal control over financial reporting.
1 unchanged sentence
Not applicable.
+Added: Adient plc | Form 10-K | 104
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
23 unchanged sentences
Index to Consolidated Financial Statements Page
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Statements of Income (Loss) for the years ended September 30, 202 2 , 202 1 and 20 20
15 unchanged sentences
Acquisitions — 22 —
+Added: Currency translation (2) — —
Balance at end of period $ 21 $ 29 $ 10
5 unchanged sentences
Balance at end of period $ 1,662 $ 1,637 $ 1,656
−Removed: YFAS was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal year ended September 30, 2019.
−Removed: As such, financial statements of YFAS are required to be filed as an amendment to this Annual Report on Form 10-K, within six months of the end of YFAS's year end (i.e.
−Removed: December 31).
−Removed: Accordingly, YFAS financial statements as of December 31, 2021 are to be filed via an amendment to this Annual Report on Form 10-K on or before June 30, 2022.
All other financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
44 unchanged sentences
4.18 Description of securities (incorporated by reference to Exhibit 4.17 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.
+Added: 4.19 Third Supplemental Indenture, dated as of February 10, 2022, among Adient US LLC, the guarantors party thereto and U.S.
+Added: Bank National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to Adient plc’s Current Report on Form 8-K filed February 10, 2022 (File No.
10.1 Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited, as amended October 31, 2016 (incorporated by reference to Exhibit 10.2 to Amendment No.
2 unchanged sentences
4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (File No.
+Added: Adient plc | Form 10-K | 109
10.3 Form of Indemnification Agreement (Ireland) with individual directors and officers (incorporated by reference to Exhibit 10.5 to Amendment No.
1 to Adient plc’s Annual Report on Form 10-K/A filed June 29, 2017 (File No.
−Removed: Adient plc | Form 10-K | 114
10.4 Form of Indemnification Agreement (US) with individual directors and officers (incorporated by reference to Exhibit 10.6 to Amendment No.
3 unchanged sentences
10.6 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 May 6, 2019 (File No.
−Removed: 10.7 Revolving Credit Agreement, dated as of May 6, 2019, among Adient US LLC, the other borrower subsidiaries party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Adient plc’s Current Report on Form 8-K filed May 6, 2019 (File No.
+Added: 10.7 Amendment and Restatement Agreement to Amended and Restated Revolving Credit Agreement, dated as of November 2, 2022, among Adient US LLC, the other borrower subsidiaries party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, 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 November 4, 2022 (File No.
10.8 Adient plc 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.1 to Adient plc’s Registration Statement on Form S-8 filed October 28, 2016 (File No.
10 unchanged sentences
1 to Adient plc’s Annual Report on Form 10-K/A filed June 29, 2017 (File No.
−Removed: 10.17 Adient plc Flexible Perquisites Program (incorporated by reference to Exhibit 10.3 to Adient plc’s Quarterly Report on Form 10-Q filed August 7, 2019 (File No.
Adient plc | Form 10-K | 110
+Added: 10.17 Adient plc Flexible Perquisites Program (incorporated by reference to Exhibit 10.3 to Adient plc’s Quarterly Report on Form 10-Q filed August 7, 2019 (File No.
10.18 Written description of Adient US LLC severance benefit for certain executive officers (incorporated by reference to Exhibit 10.18 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.
−Removed: 10.19 Adient plc Non-Employee Directors Compensation Summary and Ownership Guidelines, as amended and restated effective as of October 1, 20 21 .*
+Added: 10.19 Adient plc Non-Employee Directors Compensation Summary and Ownership Guidelines, as amended and restated effective as of October 1, 2021 ( incorporated by reference to Exhibit 10.19 to Adient plc ’ s Annual Report on Form 10-K filed on November 23 , 2021 (File No.
+Added: 1-37757 ) ) .*
10.20 Adient plc Executive Share Ownership Guidelines effective as of September 17, 2019 (incorporated by reference to Exhibit 10.20 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.
20 unchanged sentences
(incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on January 31, 2020).*
+Added: Adient plc | Form 10-K | 111
10.30 Amendment to the Joint Venture Contract of Yanfeng Adient Seating Co., Ltd.
1 unchanged sentence
to Adient plc’s Current Report on Form 8-K filed on January 31, 2020).*
−Removed: Adient plc | Form 10-K | 116
10.31 Restricted Shares or Restricted Share Unit Award Agreement for grants made July 1, 2020 under the Adient plc Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on May 28, 2020).*
13 unchanged sentences
10.37 Amendment No.
−Removed: 1 dated April 8, 2021 to the Term Loan Credit Agreement dated as of May 6, 2019, among the Borrowers, the lenders party hereto, and the Agent (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on A p ril 9 , 2021.).
+Added: 1 dated April 8, 2021 to the Term Loan Credit Agreement dated as of May 6, 2019, among the Borrowers, the lenders party hereto, and the Agent (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on April 9, 2021.).
10.38 Restricted Shares or Restricted Share Unit Award Agreement for certain salary reduction replacement grants made under the Adient plc 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on June 30, 2021.).
2 unchanged sentences
10.41 Form of Performance Unit Award Agreement under the Adient plc 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Adient plc’s Current Report on Form 8-K filed on March 10, 2021 (File No.
+Added: 10.42 Form of Adient plc Performance Unit Award Agreement under the Adient plc 2021 Omnibus Incentive Plan, as updated in March 2022 (incorporated by reference to Exhibit 10.1 to Adient plc’s Quarterly Report on Form 10-Q filed on May 5, 2022 (File No.
+Added: Adient plc | Form 10-K | 112
+Added: 10.43 Form of Restricted Shares or Restricted Share Unit Award Agreement for the 2022 salary replacement awards for Douglas G.
+Added: Del Grosso and Jerome J .
+Added: Dorlack made under the Adient plc 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on September 23, 2022 (File No.
21.1 List of Subsidiaries.
2 unchanged sentences
31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Adient plc | Form 10-K | 117
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.
26 unchanged sentences
Smith Richard Goodman
−Removed: Vice President and Chief Accounting Officer Director
+Added: Senior Vice President and Chief Accounting Officer Director
(Principal Accounting Officer)
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.