What changed in this filing

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Item 9A. Controls and Procedures

2023-11-17 compared with 2022-11-22 · 41 added, 31 removed, 217 unchanged (25% of the section changed)

19 unchanged sentences

There were no changes in internal control over financial reporting during the fourth quarter of the fiscal year ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, Adient's internal control over financial reporting.

Other Information

Not applicable.

Adient plc | Form 10-K | 99

Other Information

During the fourth quarter of fiscal year 2023, none of Adient’s directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

11 unchanged sentences

Executive Compensation

The information required by this Item is set forth under the sections entitled "Corporate Governance," "Board and Committee Information," "Compensation Committee Report," "Compensation Discussion and Analysis," "Director Compensation," "Potential Payments and Benefits upon Termination and Change in Control," and "Share Ownership of Executive Officers and Directors" in Adient's 2023 Proxy Statement to be filed with the SEC within 120 days after September 30, 2022 and is incorporated herein by reference.

The information required by this Item is set forth under the sections entitled "Corporate Governance," "Board and Committee Information," "Human Capital and Compensation Committee Report," "Compensation Discussion and Analysis," "Director Compensation," "Potential Payments and Benefits upon Termination and Change in Control," and "Share Ownership of Executive Officers and Directors" in Adient's 2024 Proxy Statement to be filed with the SEC within 120 days after September 30, 2023 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

5 unchanged sentences

Adient plc | Form 10-K | 101

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules

(a) Documents filed as part of this report

75 unchanged sentences

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.

4.20 Indenture, dated as of March 14, 2023, among Adient Global Holdings Ltd, the guarantors party thereto from time to time and U.S.

Bank Trust Company, National Association, as Trustee and Collateral Agent, relating to the $500.0 million aggregate principal amount of 7.000% senior secured notes due 2028 (incorporated by reference to Exhibit 4.1 to Adient plc's Current Report on Form 8-K filed on March 14, 2023 (File No.

Adient plc | Form 10-K | 104

4.21 Supplemental Indenture, dated as of March 14, 2023, among Adient Seating Holding Spain, S.L.U., Adient Seating Spain, S.L.U., Adient Automotive, S.L.U., Adient Real Estate Holding Spain, S.L.U.

Bank Trust Company, National Association, relating to the Secured Indenture (incorporated by reference to Exhibit 4.2 to Adient plc's Current Report on Form 8-K filed on March 14, 2023 (File No.

4.22 Indenture, dated as of March 14, 2023, among Adient Global Holdings Ltd, the guarantors party thereto from time to time and U.S.

Bank Trust Company, National Association, as Trustee and Collateral Agent, relating to the $500.0 million aggregate principal amount of 8.250% senior unsecured notes due 2031 (incorporated by reference to Exhibit 4.3 to Adient plc's Current Report on Form 8-K filed on March 14, 2023 (File No.

4.23 Supplemental Indenture, dated as of March 14, 2023, among Adient Seating Holding Spain, S.L.U., Adient Seating Spain, S.L.U., Adient Automotive, S.L.U., Adient Real Estate Holding Spain, S.L.U.

Bank Trust Company, National Association, relating to the Unsecured Indenture (incorporated by reference to Exhibit 4.4 to Adient plc's Current Report on Form 8-K filed on March 14, 2023 (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.

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.

11 unchanged sentences

1 to Adient plc’s Annual Report on Form 10-K/A filed June 29, 2017 (File No.

Adient plc | Form 10-K | 105

10.11 Form of Adient plc Performance Unit Award agreement (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8 - K filed September 29, 2017 (File No.

10.12 Form of Adient plc Restricted Shares or Restricted Share Unit Award agreement (incorporated by reference to Exhibit 10.2 to Adient plc’s Current Report on Form 8-K filed September 29, 2017 (File No.

10.13 Adient plc 2016 Director Share Plan (incorporated by reference to Exhibit 4.2 to Adient plc’s Registration Statement on Form S-8 filed October 28, 2016 (File No.

10.13 Adient US LLC Retirement Restoration Plan, as amended and restated effective January 1, 2017 (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed January 13, 2017 (File No.

10.14 Adient US LLC Executive Deferred Compensation Plan, as amended and restated March 12, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 7, 2018 (File No.

10.16 Adient plc Executive Compensation Incentive Recoupment Policy (incorporated by reference to Exhibit 10.15 to Amendment No.

1 to Adient plc’s Annual Report on Form 10-K/A filed June 29, 2017 (File No.

Adient plc | Form 10-K | 110

10.15 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.

10.16 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.

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.

1-37757 ) ) .*

10.17 Adient plc Non-Employee Directors Compensation Summary and Ownership Guidelines, as amended and restated effective as of October 1, 2022.*

10.18 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.

10.19 Form of Key Executive Severance and Change of Control Agreement by and among Adient plc, Adient US LLC and the following current or former executive officers:

Dorlack, Cathleen A.

Ebacher, and Jeffrey M.

Dorlack, Jim Conklin, and Jeffrey M.

Stafeil (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed January 20, 2017 (File No.

9 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Adient plc’s Quarterly Report on Form 10-Q filed August 7, 2019 (File No.

Adient plc | Form 10-K | 106

10.25 Labour Contract, dated as of March 6, 2016, by and between Adient Management (China) Co., Ltd.

and Jian James Huang (incorporated by reference to Exhibit 10.29 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.

10.28 Separation and Release of Claims Agreement by and among Adient US LLC and Cathleen A.

Ebacher, dated May 31, 2020 (incorporated by reference to Exhibit 10.1 to Adient plc’s Quarterly Report on Form 10-Q filed August 6, 2020 (File No.

10.26 Master Agreement, dated as of January 31, 2020, by and among Adient plc, Yanfeng Automotive Trim Systems Company Ltd., Adient Yanfeng Seating Mechanisms Co., Ltd., Yanfeng Adient Seating Co., Ltd.

1 unchanged sentence

(incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed on January 31, 2020).*

Adient plc | Form 10-K | 111

10.27 Amendment to the Joint Venture Contract of Yanfeng Adient Seating Co., Ltd.

20 unchanged sentences

10.37 Adient plc 2021 Omnibus Incentive Plan (incorporated by reference to Annex A to Adient plc’s definitive proxy statement on Schedule 14A filed on January 26, 2021 for the Adient plc 2021 annual general meeting of shareholders held March 9, 2021 (File No.

Adient plc | Form 10-K | 107

10.38 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.

10.39 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.

Adient plc | Form 10-K | 112

10.40 Form of Restricted Shares or Restricted Share Unit Award Agreement for the 2022 salary replacement awards for Douglas G.

1 unchanged sentence

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.

10.41 Amendment Agreement No.

1, dated March 13, 2023, 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 Quarterly Report on Form 10-Q filed May 3, 2023 (File No.

10.42 Amendment Agreement No.

2, dated March 13, 2023, 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 10.2 to Adient plc’s Quarterly Report on Form 10-Q filed May 3, 2023 (File No.

10.43 Amendment Agreement, dated March 13, 2023, to 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 10.3 to Adient plc’s Quarterly Report on Form 10-Q filed May 3, 2023 (File No.

10.44 Amendment No.

2, dated April 24, 2023, 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 10.4 to Adient plc’s Quarterly Report on Form 10-Q filed May 3, 2023 (File No.

97.1 Adient plc Amended and Restated Executive Compensation Incentive Recoupment Policy

21.1 List of Subsidiaries.

5 unchanged sentences

101.SCH XBRL Taxonomy Extension Schema Document.

Adient plc | Form 10-K | 108

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

5 unchanged sentences

* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

Form 10-K Summary

Not applicable.

4 unchanged sentences

November 17, 2023

/s/ Jeffrey M.

/s/ Jerome J.

Executive Vice President and Chief Financial Officer

2 unchanged sentences

/s/ Douglas G.

Del Grosso /s/ Jeffrey M.

Del Grosso Jeffrey M.

Del Grosso /s/ Jerome J.

Del Grosso Jerome J.

President and Chief Executive Officer and a Director Executive Vice President and Chief Financial Officer

1 unchanged sentence

/s/ Gregory S.

Smith /s/ Richard Goodman

Smith Richard Goodman

Senior Vice President and Chief Accounting Officer Director

Smith /s/ Frederick A.

Smith Frederick A.

Senior Vice President and Chief Accounting Officer Non-Executive Chairman and Director

(Principal Accounting Officer)

Bushman /s/ José M.

Bushman José M.

Bushman /s/ Peter H.

Bushman Peter H.

Director Director

Carlin /s/ Frederick A.

Carlin Frederick A.

Director Non-Executive Chairman and Director

/s/ Raymond L.

Conner /s/ Barb J.

Conner Barb J.

Dillon /s/ Jodi E.

Dillon Jodi E.

Director Director

/s/ Richard Goodman /s/ José M.

Richard Goodman José M.

Director Director

Adient plc | Form 10-K | 110

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.

What changed 10-K

Item 9A. Controls and Procedures