Adient plc 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 53 Consolidated Statements of Income (Loss) for the years ended September 30, 2023, 2022 and 2021 55 Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2023, 2022 and 2021 56 Consolidated Statements of Financial Position as of September 30, 2023 and 2022 57 Consolidated Statements of Cash Flows for the years ended September 30, 2023, 2022 and 2021 58 Consolidated Statements of Shareholders' Equity for the years ended September 30, 2023, 2022 and 2021 60 Notes to Consolidated Financial Statements 61 Schedule II - Valuation and Qualifying Accounts for the years ended September 30, 2023, 2022 and 2021 102 Adient plc | Form 10-K | 52 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Adient plc Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial position of Adient plc and its subsidiaries (the “Company”) as of September 30, 2023 and 2022, and the related consolidated statements of income (loss), of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended September 30, 2023, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures Adient plc | Form 10-K | 53 that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Annual Goodwill Impairment Assessment As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance, which is comprised of the Americas, EMEA and Asia reporting units (collectively, “the reporting units”), was $2,094 million as of September 30, 2023. Management reviews goodwill for impairment during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be impaired. Fair value of the reporting units is estimated using an income approach utilizing discounted cash flow analyses. This method requires management to make assumptions about estimates of the revenue and the operating margins, as well as the discount rates. The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to estimates of the operating margins for the Americas reporting unit, estimates of the operating margins as well as the discount rate for the EMEA reporting unit, and estimates of the revenue for the Asia reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the discounted cash flow analyses; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analyses; and (iv) evaluating the reasonableness of the significant assumptions used by management related to estimates of the operating margins for the Americas reporting unit, estimates of the operating margins as well as the discount rate for the EMEA reporting unit, and estimates of the revenue for the Asia reporting unit. Evaluating management’s assumptions related to estimates of the revenue and the operating margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units; (ii) the consistency with relevant industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow analyses and the reasonableness of the discount rate. /s/ PricewaterhouseCoopers LLP Detroit, Michigan November 17, 2023 We have served as the Company’s auditor since 1957. Adient plc | Form 10-K | 54 Adient plc Consolidated Statements of Income (Loss) Year Ended September 30, (in millions, except per share data) 2023 2022 2021 Net sales $ 15,395 $ 14,121 $ 13,680 Cost of sales 14,362 13,314 12,854 Gross profit 1,033 807 826 Selling, general and administrative expenses 554 598 537 Loss on business divestitures - net — — 26 Restructuring and impairment costs 40 25 21 Equity income (loss) 84 75 1,484 Earnings (loss) before interest and income taxes 523 259 1,726 Net financing charges 195 215 311 Other pension expense (income) 33 ( 10 ) ( 24 ) Income (loss) before income taxes 295 54 1,439 Income tax provision (benefit) — 94 249 Net income (loss) 295 ( 40 ) 1,190 Income (loss) attributable to noncontrolling interests 90 80 82 Net income (loss) attributable to Adient $ 205 $ ( 120 ) $ 1,108 Earnings per share: Basic $ 2.17 $ ( 1.27 ) $ 11.76 Diluted $ 2.15 $ ( 1.27 ) $ 11.58 Shares used in computing earnings per share: Basic 94.5 94.8 94.2 Diluted 95.4 94.8 95.7 The accompanying notes are an integral part of the consolidated financial statements. Adient plc | Form 10-K | 55 Adient plc Consolidated Statements of Comprehensive Income (Loss) Year Ended September 30, (in millions) 2023 2022 2021 Net income (loss) $ 295 $ ( 40 ) $ 1,190 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 17 ) ( 250 ) 16 Realized and unrealized gains (losses) on derivatives 21 — 20 Pension and postretirement plans — 1 1 Other comprehensive income (loss) 4 ( 249 ) 37 Total comprehensive income (loss) 299 ( 289 ) 1,227 Comprehensive income (loss) attributable to noncontrolling interests 91 49 81 Comprehensive income (loss) attributable to Adient $ 208 $ ( 338 ) $ 1,146 The accompanying notes are an integral part of the consolidated financial statements. Adient plc | Form 10-K | 56 Adient plc Consolidated Statements of Financial Position September 30, (in millions, except share and per share data) 2023 2022 Assets Cash and cash equivalents $ 1,110 $ 947 Accounts receivable, less allowance for doubtful accounts of $ 15 and $ 21 , respectively 1,874 1,852 Inventories 841 953 Other current assets 491 411 Current assets 4,316 4,163 Property, plant and equipment - net 1,382 1,377 Goodwill 2,094 2,057 Other intangible assets - net 408 467 Investments in partially-owned affiliates 303 286 Assets held for sale 7 11 Other noncurrent assets 914 797 Total assets $ 9,424 $ 9,158 Liabilities and Shareholders' Equity Short-term debt $ 2 $ 3 Current portion of long-term debt 132 11 Accounts payable 2,526 2,478 Accrued compensation and benefits 400 340 Restructuring reserve 51 60 Other current liabilities 627 609 Current liabilities 3,738 3,501 Long-term debt 2,401 2,564 Pension benefits 92 88 Other noncurrent liabilities 590 585 Long-term liabilities 3,083 3,237 Commitments and Contingencies (Note 19) Redeemable noncontrolling interests 57 45 Preferred shares issued, par value $ 0.001 ; 100,000,000 shares authorized zero shares issued and outstanding at September 30, 2023 — — Ordinary shares issued, par value $ 0.001 ; 500,000,000 shares authorized 93,697,704 shares issued and outstanding at September 30, 2023 — — Additional paid-in capital 3,973 4,026 Retained earnings (accumulated deficit) ( 903 ) ( 1,108 ) Accumulated other comprehensive income (loss) ( 842 ) ( 845 ) Shareholders' equity attributable to Adient 2,228 2,073 Noncontrolling interests 318 302 Total shareholders' equity 2,546 2,375 Total liabilities and shareholders' equity $ 9,424 $ 9,158 The accompanying notes are an integral part of the consolidated financial statements. Adient plc | Form 10-K | 57 Adient plc Consolidated Statements of Cash Flows Year Ended September 30, (in millions) 2023 2022 2021 Operating Activities Net income (loss) attributable to Adient $ 205 $ ( 120 ) $ 1,108 Income attributable to noncontrolling interests 90 80 82 Net income (loss) 295 ( 40 ) 1,190 Adjustments to reconcile net income (loss) to cash provided (used) by operating activities: Depreciation 290 298 285 Amortization of intangibles 50 52 45 Pension and postretirement benefit expense (benefit) 38 ( 2 ) ( 16 ) Pension and postretirement contributions, net ( 17 ) ( 16 ) ( 23 ) Equity in earnings of partially-owned affiliates, net of dividends received (includes purchase accounting amortization of $ 2 , $ 2 and $ 5 , respectively) ( 34 ) 4 44 (Gain) on sale of / impairment of nonconsolidated partially owned affiliates 6 10 ( 1,188 ) Premium paid on repurchase of debt 7 38 50 Retrospective recoveries of Brazil indirect tax credits — ( 29 ) ( 38 ) Derivative loss on the 2021 Yanfeng Transaction — 3 30 Deferred income taxes ( 124 ) 5 40 Non-cash restructuring and impairment charges — 14 11 Equity-based compensation 34 29 36 Other ( 4 ) 17 21 Changes in assets and liabilities: Receivables 16 ( 576 ) 483 Inventories 126 ( 62 ) ( 263 ) Other assets ( 26 ) 32 82 Restructuring reserves ( 53 ) ( 57 ) ( 136 ) Accounts payable and accrued liabilities 34 542 ( 388 ) Accrued income taxes 29 12 ( 5 ) Cash provided (used) by operating activities 667 274 260 Investing Activities Capital expenditures ( 252 ) ( 227 ) ( 260 ) Sale of property, plant and equipment 26 20 30 Settlement of derivative contracts — ( 30 ) ( 12 ) Acquisition of businesses, net of cash acquired ( 6 ) ( 19 ) ( 211 ) Business divestitures 5 740 785 Loans to affiliates — — 15 Other ( 2 ) — — Cash provided (used) by investing activities ( 229 ) 484 347 Continued on next page Adient plc | Form 10-K | 58 Adient plc Consolidated Statements of Cash Flows (Continued) Year Ended September 30, (in millions) 2023 2022 2021 Financing Activities Increase (decrease) in short-term debt ( 1 ) ( 14 ) ( 5 ) Increase (decrease) in long-term debt 1,002 — 214 Repayment of long-term debt ( 1,104 ) ( 987 ) ( 895 ) Debt financing costs ( 23 ) ( 1 ) ( 8 ) Share repurchases ( 65 ) — — Cash paid to acquire a noncontrolling interest — ( 153 ) — Dividends paid to noncontrolling interests ( 67 ) ( 106 ) ( 69 ) Other ( 13 ) ( 12 ) ( 7 ) Cash provided (used) by financing activities ( 271 ) ( 1,273 ) ( 770 ) Effect of exchange rate changes on cash and cash equivalents ( 4 ) ( 59 ) 8 Increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale 163 ( 574 ) ( 155 ) Less: cash classified within current assets held for sale — — ( 16 ) Increase (decrease) in cash and cash equivalents 163 ( 574 ) ( 171 ) Cash and cash equivalents at beginning of period 947 1,521 1,692 Cash and cash equivalents at end of period $ 1,110 $ 947 $ 1,521 The accompanying notes are an integral part of the consolidated financial statements. Adient plc | Form 10-K | 59 Adient plc Consolidated Statements of Shareholders' Equity (in millions) Ordinary Shares, par value 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, 2020 $ — $ 3,974 $ ( 2,096 ) $ ( 665 ) $ 1,213 $ 322 $ 1,535 Net income (loss) — — 1,108 — 1,108 57 1,165 Foreign currency translation adjustments — — — 17 17 7 24 Realized and unrealized gains (losses) on derivatives — — — 20 20 — 20 Employee retirement plans — — — 1 1 — 1 Dividends attributable to noncontrolling interests — — — — — ( 42 ) ( 42 ) Change in noncontrolling interest share — — — — — ( 3 ) ( 3 ) Share based compensation and other — 17 — — 17 1 18 Balance at September 30, 2021 $ — $ 3,991 $ ( 988 ) $ ( 627 ) $ 2,376 $ 342 $ 2,718 Net income (loss) — — ( 120 ) — ( 120 ) 45 ( 75 ) Foreign currency translation adjustments — — — ( 219 ) ( 219 ) ( 20 ) ( 239 ) Employee retirement plans — — — 1 1 — 1 Dividends attributable to noncontrolling interests — — — — — ( 53 ) ( 53 ) Purchase of subsidiary shares from noncontrolling interest — 12 — — 12 ( 12 ) — Share based compensation and other — 23 — — 23 — 23 Balance at September 30, 2022 $ — $ 4,026 $ ( 1,108 ) $ ( 845 ) $ 2,073 $ 302 $ 2,375 Net income (loss) — — 205 — 205 63 268 Foreign currency translation adjustments — — — ( 18 ) ( 18 ) ( 2 ) ( 20 ) Realized and unrealized gains (losses) on derivatives — — — 21 21 — 21 Dividends attributable to noncontrolling interests — — — — — ( 45 ) ( 45 ) Repurchase and retirement of ordinary shares — ( 65 ) — — ( 65 ) — ( 65 ) Share based compensation and other — 12 — — 12 — 12 Balance at September 30, 2023 $ — $ 3,973 $ ( 903 ) $ ( 842 ) $ 2,228 $ 318 $ 2,546 The accompanying notes are an integral part of the consolidated financial statements. Adient plc | Form 10-K | 60 Adient plc Notes to Consolidated Financial Statements 1. Organization and Summary of Significant Accounting Policies Adient is a global leader in the automotive seating supplier industry. Adient has a leading market position in the Americas, Europe and China, and has longstanding relationships with the largest global original equipment manufacturers, or OEMs, in the automotive space. 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. 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. Basis of Presentation The consolidated financial statements of Adient have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). 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 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 September 30, 2023 and 2022, respectively, 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 restricted) and liabilities included in Adient's consolidated statements of financial position for the consolidated VIEs are as follows: September 30, (in millions) 2023 2022 Current assets $ 265 $ 262 Noncurrent assets 121 113 Total assets $ 386 $ 375 Current liabilities $ 228 $ 233 Noncurrent liabilities 13 14 Total liabilities $ 241 $ 247 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The consolidated financial statements reflect management's estimates as of the reporting date. Actual results could differ from those estimates. Fair Value of Financial Instruments The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. See Note 10, “Derivative Instruments and Hedging Activities,” and Note 11, “Fair Value Measurements,” of the notes to consolidated financial statements for fair value of financial instruments, including derivative instruments and hedging activities. Adient plc | Form 10-K | 61 Cash and Cash Equivalents Adient considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash is managed by legal entity, with cash pooling agreements in place for all participating entities on a global basis, as applicable. Receivables Receivables consist of amounts billed and currently due from customers and revenues that have been recognized for accounting purposes but not yet billed to customers. Adient extends credit to customers in the normal course of business and maintains an allowance for doubtful accounts resulting from the inability or unwillingness of customers to make required payments. The allowance for doubtful accounts is established based on historical data along with Adient’s assessment of expected credit losses that reflects current and forecasted industry and economic conditions. This methodology is in accordance with ASC Topic 326, Financial Instruments - Credit Losses. 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 September 30, 2023 and 2022, $ 170 million and $ 269 million have been funded under these programs, respectively. Inventories Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. Pre-Production Costs Related to Long-Term Supply Arrangements Adient's policy for engineering, research and development, and other design and development costs related to products that will be sold under long-term supply arrangements requires such costs to be expensed as incurred or capitalized if reimbursement from the customer is contractually assured. Income related to recovery of these costs is recorded within selling, general and administrative expense in the consolidated statements of income. At September 30, 2023 and 2022, Adient recorded within the consolidated statements of financial position $ 274 million and $ 239 million, respectively, of engineering and research and development costs for which customer reimbursement is contractually assured. The reimbursable costs are recorded in other current assets if reimbursement will occur in less than one year and in other noncurrent assets if reimbursement will occur beyond one year. At September 30, 2023, Adient had $ 104 million and $ 170 million of reimbursable costs recorded in current and noncurrent assets, respectively. At September 30, 2022, Adient had $ 73 million and $ 166 million of reimbursable costs recorded in current and noncurrent assets, respectively. Costs for molds, dies and other tools used to make products that will be sold under long-term supply arrangements are capitalized within property, plant and equipment if Adient has title to the assets or has the non-cancelable right to use the assets during the term of the supply arrangement. Capitalized items, if specifically designed for a supply arrangement, are amortized over the term of the arrangement; otherwise, amounts are amortized over the estimated useful lives of the assets. At September 30, 2023 and 2022, approximately $ 53 million and $ 53 million, respectively, of costs for molds, dies and other tools were capitalized within property, plant and equipment which represented assets to which Adient had title. In addition, at September 30, 2023, Adient recorded within the consolidated statements of financial position in other current and noncurrent assets $ 151 million and $ 11 million, respectively, of costs for molds, dies and other tools for which customer reimbursement is contractually assured. At September 30, 2022, Adient recorded within the consolidated statements of financial position in other current and noncurrent assets $ 74 million and $ 15 million, respectively, of costs for molds, dies and other tools for which customer reimbursement is contractually assured. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. The estimated useful lives range from 3 to 40 years for buildings and improvements and from 3 to 15 years for machinery and equipment. Adient plc | Form 10-K | 62 Leases Operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement dates. ROU assets also include payments made in advance and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that such options are to be exercised. Adient uses its incremental borrowing rate, which is the rate of interest it would pay to borrow on a collateralized basis over a similar term to the lease in a similar economic environment, for discounting lease consideration as most lease agreements do not provide an implicit rate. Refer to Note 8, “Leases” of the notes to consolidated financial statements for more information regarding Adient’s leases. Goodwill and Other Intangible Assets Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Adient reviews goodwill for impairment during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be impaired. Adient performs impairment reviews for its reporting units, which have been determined to be Adient's reportable segments using a fair value method based on management's judgments and assumptions or third party valuations. The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. In estimating the fair value, Adient primarily uses an income approach utilizing discounted cash flow analyses. Adient also uses a market approach utilizing published multiples of earnings of comparable entities with similar operational and economic characteristics to further support the fair value estimates. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, “Fair Value Measurement.” The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. An impairment is recorded to the extent the estimated fair value is below the carrying amount of the reporting unit. Intangible assets with definite lives are amortized over their estimated useful lives and are subject to impairment testing if events or changes in circumstances indicate that the asset might be impaired. Impairment of Long-Lived Assets Adient reviews long-lived assets, including property, plant and equipment, operating lease ROU assets and other intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that the asset's carrying amount may not be recoverable. Adient conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires Adient to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. Impairment of Investments in Partially-Owned Affiliates Adient monitors its investments in partially-owned affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If Adient determines that an other-than-temporary decline in value has occurred, it recognizes an impairment loss, which is measured as the difference between the recorded book value and the fair value of the investment. Fair value is generally determined using an income approach based on discounted cash flows or negotiated transaction values. Refer to Note 18, “Nonconsolidated Partially-Owned Affiliates,” of the notes to consolidated financial statements for more information on Adient’s partially-owned affiliates. Revenue Recognition 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, an awarded program does 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, at which point an enforceable contract exists. Sales revenue is recognized at the point in time when parts are shipped and control has transferred to 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 prices are adjusted on an ongoing basis to reflect changes in product content/cost and other 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 Adient plc | Form 10-K | 63 reductions and ongoing price adjustments. Refer to Note 2, “Revenue Recognition,” of the notes to consolidated financial statements for information on Adient's revenue recognition. Customers Essentially all of Adient's sales are to the automotive industry. Adient's most significant customers, Volkswagen Group and Stellantis N.V., comprised 11 % and 10 %, respectively, of consolidated net sales in fiscal 2023. Stellantis N.V. comprised 12 % of consolidated net sales in fiscal 2022, and Stellantis N.V. and Volkswagen Group comprised 13 % and 11 %, respectively, of consolidated net sales in fiscal 2021. Research and Development Costs Expenditures for research activities relating to product development and improvement (other than those expenditures that are contractually guaranteed for reimbursement from the customer) are charged against income as incurred and included within selling, general and administrative expenses in the consolidated statements of income. Such expenditures for the years ended September 30, 2023, 2022 and 2021 were $ 362 million, $ 322 million and $ 316 million, respectively. A portion of these costs associated with these activities are reimbursed by customers and, for the fiscal years ended September 30, 2023, 2022 and 2021 were $ 250 million, $ 194 million and $ 210 million, respectively. Government Assistance Adient periodically receives government incentives in the forms of cash grants which are based on making qualifying capital investments in property, plant and equipment. Such assistance is initially recorded as a reduction to property, plant and equipment. Once in use, the balance is systematically recognized in the statements of income as the asset is depreciated over the useful life of the underlying asset. Adient also periodically receives government assistance for creating new job opportunities and maintaining a certain number of employees. Such employment-related incentives are normally deferred as current or noncurrent liabilities as appropriate. These benefits are recognized in the statements of income as a reduction of expense when Adient has met or is expected to meet all related contractual obligations. The impact of government assistance received by Adient during fiscal 2023 and related balances as of September 30, 2023 were immaterial. Foreign Currency Translation Adient's international operations, in general, use the respective local currency as the functional currency. Assets and liabilities of international entities have been translated at period-end exchange rates, and income and expenses have been translated using average exchange rates for the period. Monetary assets and liabilities denominated in non-functional currencies are adjusted to reflect period-end exchange rates. The resulting translation adjustments are accumulated as a component of AOCI. The aggregate transaction gains (losses) included in net income for the years ended September 30, 2023, 2022 and 2021 were $ 4 million, $ 6 million and $( 8 ) million, respectively. Derivative Financial Instruments The fair values of all derivatives are recorded in the consolidated statements of financial position. The change in a derivative's fair value is recorded each period in current earnings or accumulated other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction and if so, the type of hedge transaction. Refer to Note 10, “Derivative Instruments and Hedging Activities,” and Note 11, “Fair Value Measurements,” of the notes to consolidated financial statements for disclosure of Adient's derivative instruments and hedging activities. Stock-Based Compensation Stock-based compensation is initially measured at the fair value of the awards on the grant date and is recognized in the financial statements over the period the employees are required to provide services in exchange for the awards. The fair value of restricted stock awards is based on the number of units granted and the stock price on the grant date. The fair value of performance-based share unit, or PSU, awards is based on the stock price at the grant date and the assessed probability of meeting future performance targets. The fair value of cash settled awards are recalculated at the end of each reporting period and the liability and expense are adjusted based on the new fair value. Refer to Note 12, “Stock-Based Compensation,” of the notes to consolidated financial statements for Adient's stock based compensation disclosures. Adient plc | Form 10-K | 64 Pension and Postretirement Benefits Adient utilizes a mark-to-market approach for recognizing pension and postretirement benefit expenses, including measuring the market related value of plan assets at fair value and recognizing actuarial gains and losses in the fourth quarter of each fiscal year or at the date of a remeasurement event. Refer to Note 14, “Retirement Plans,” of the notes to consolidated financial statements for disclosure of Adient's pension and postretirement benefit plans. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and other loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Adient records a valuation allowance that primarily represents operating and other loss carryforwards for which realization is uncertain. Management judgment is required in determining Adient's provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against Adient's net deferred tax assets. 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. Since future financial results may differ from previous estimates, periodic adjustments to Adient's valuation allowances may be necessary. Adient is subject to income taxes in Ireland, the U.S. and other non-U.S. jurisdictions. Judgment is required in determining its worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of Adient's business, there are many transactions and calculations where the ultimate tax determination is uncertain. Adient's income tax returns for various fiscal years remain under audit by the respective tax authorities. Although the outcome of tax audits is always uncertain, management believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provisions included amounts sufficient to pay assessments, if any, which may be proposed by the taxing authorities. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Adient does not generally provide for additional income taxes which would become payable upon repatriation of undistributed earnings of wholly owned foreign subsidiaries. Adient's intent is for such earnings to be reinvested by the subsidiaries or to be repatriated only when it would be tax efficient. Refer to Note 16, “Income Taxes,” of the notes to consolidated financial statements for Adient's income tax disclosures. Adient plc | Form 10-K | 65 Earnings Per Share The following table shows the computation of basic and diluted earnings per share: Year Ended September 30, (in millions, except per share data) 2023 2022 2021 Numerator: Net income (loss) attributable to Adient $ 205 $ ( 120 ) $ 1,108 Denominator: Shares outstanding 94.5 94.8 94.2 Effect of dilutive securities 0.9 — 1.5 Diluted shares 95.4 94.8 95.7 Earnings per share: Basic $ 2.17 $ ( 1.27 ) $ 11.76 Diluted $ 2.15 $ ( 1.27 ) $ 11.58 The effect of common stock equivalents which would have been anti-dilutive was excluded from the calculation of diluted earnings per share for fiscal 2023 and 2021 and was immaterial. Potentially dilutive securities whose effect would have been antidilutive are excluded from the computation of diluted earnings per share for fiscal 2022 which is a result of being in a loss position. New Accounting Pronouncements Standards Adopted During Fiscal 2023 On October 1, 2022, Adient adopted Accounting Standards Codification (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity by reducing the number of accounting models for convertible debt and convertible preferred stock. The adoption of this guidance on October 1, 2022 did not significantly impact Adient's consolidated financial statements for fiscal 2023. On October 1, 2022, Adient adopted ASU 2021-10, Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance. The ASU requires annual disclosures of: (i) information about the nature of government assistance transactions and the related accounting policy used to account for the transactions; (ii) the balance sheet and income statement line items affected by the transactions, and the amounts for each financial statement line item; and (iii) significant transaction terms and conditions. The adoption of this guidance on October 1, 2022 resulted in new disclosures but did not significantly impact Adient's consolidated financial statements for fiscal 2023. Standards Effective After Fiscal 2023 Adient has considered the ASU summarized below, effective after fiscal 2023, which is not expected to significantly impact the consolidated financial statements but will result in new disclosures: Standard Pending Adoption Description Date Effective ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations The ASU requires buyers of goods and services to disclose information about supplier finance programs if such arrangements are used to manage their payables. The disclosures should include both qualitative and quantitative information including key terms and the amount of outstanding obligations. October 1, 2023 Adient plc | Form 10-K | 66 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 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, 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 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 prices are adjusted on an ongoing basis to reflect changes in product content/cost and other 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 impact, if any, of consideration paid to the customer. Approximately 1 % of net sales recorded in fiscal 2023 were related to product sales transacted in prior fiscal years. In a typical arrangement with the customer, purchase orders are issued for 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, “Revenue from Contracts with Customers.” 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. As described above, the issuance of a purchase order and/or a materials release by the customer represents the point at which an 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 original expected duration of one year or less. Refer to Note 17, “Segment Information,” of the notes to consolidated financial statements for disaggregated revenue by geographical market. 3. Acquisitions and Divestitures 2023 Transactions Adient completed the acquisition of Nantong Yanfeng Adient Seating Trim Co., Ltd. (“YFAT”) from KEIPER Seating Mechanisms Co., Ltd. (“KEIPER”), in April 2023 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 the operating results and cash flows of YFAT are included in Adient's consolidated financial statements starting from May 2023. The acquisition is expected to provide additional synergies within 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 the valuations performed to determine the fair value of the net assets as of the acquisition date. If the acquisition of YFAT had occurred on October 1, 2021, its impact on Adient's net sales and net income attributable to Adient for fiscal 2022 and fiscal 2023 would have been immaterial. Upon acquisition, YFAT was renamed as Adient (Nantong) Automotive Seating Components Co., Ltd. Adient also completed in fiscal 2023 the transfer of all of the issued and outstanding equity interests in two joint ventures in China held directly by Adient, each of which represents 25 % of their total issued and outstanding equity interests, to Yanfeng Automotive Trim Systems Company Ltd. (“Yanfeng”) for $ 3 million. Adient concluded that indicators of other-than-temporary impairment were present related to the investments in these joint ventures during fiscal 2022, and recorded a non-cash impairment charge of $ 3 million. Adient plc | Form 10-K | 67 2021 Yanfeng Transaction On March 12, 2021, Adient, Yanfeng, Yanfeng Adient Seating Co., Ltd. (“YFAS”), a joint venture owned, directly or indirectly, by Yanfeng ( 50.01 %) and Adient ( 49.99 %), and KEIPER, a joint venture owned, directly or indirectly, by Yanfeng ( 50 %) and Adient ( 50 %), entered into a Master Agreement (the “2021 Agreement”), pursuant to which the parties agreed to, among other things, transactions that resulted in the sale of Adient’s 49.99 % interest in YFAS to Yanfeng, the sale of Adient’s ownership interests in 3 other related joint ventures (ranging from 10 % to 25 %) to YFAS/KEIPER, and the purchase of YFAS’s 50 % interest in Chongqing Adient Automotive Components Co., Ltd. (“CQADNT”) and YFAS’s 100 % interest in Adient (Langfang) Seating Co., Ltd. (“LFADNT”) (collectively, the “2021 Yanfeng Transaction”). The 2021 Yanfeng Transaction closed on September 30, 2021 (“Closing Date”). As a result of the 2021 Yanfeng Transaction, Adient received net cash proceeds of $ 1,141 million ($ 489 million in September 2021 and $ 652 million in December 2021) for the sale of Adient’s 49.99 % interest in YFAS to Yanfeng, $ 100 million as the final cash dividend from YFAS, $ 59 million for the sale of Adient’s ownership interests in the 3 other related joint ventures, $ 54 million for granting a license of intellectual property to Yanfeng for use on a non-exclusive and perpetual basis, and a business consulting fee of $ 13 million. Adient also made a net payment of $ 211 million to Yanfeng related to the purchase CQADNT and LFADNT (the purchase price of $ 271 million, less $ 60 million cash acquired) on the Closing Date. In conjunction with the 2021 Yanfeng Transaction, Adient provided Chongqing Boxun Industrial Co., Ltd. (“Boxun”), which owned 25 % of CQADNT, an option to sell its interest in CQADNT. This option was reflected as $ 194 million of redeemable noncontrolling interest on Adient’s statement of financial position as of September 30, 2021. Boxun exercised its option in October 2021, and Adient acquired Boxun’s 25 % interest effective January 2022. The total payment to Boxun from Adient was approximately $ 200 million, of which $ 15 million of historical dividends were paid in December 2021, and $ 185 million, including $ 32 million of historical dividends, was paid later in fiscal 2022. With the acquisitions of Boxun’s 25 % and YFAS’s 50 % interest of CQADNT, Adient owns 100 % of CQADNT effective January 2022. As a result of the 2021 Agreement, Adient also received $ 41 million during fiscal 2022 ($ 19 million had been receiving in fiscal 2021) representing the remaining balance of proceeds from the sale of its interest in Yanfeng Global Automotive Interior Systems Co. (“YFAI”), a joint venture previously owned, directly or indirectly, by Yanfeng ( 70 %) and Adient ( 30 %), which was part of the 2020 Yanfeng Transaction (as defined and described in Form 10-K for the fiscal year ended September 30, 2021). Russia/Ukraine conflict Following Russia's invasion of Ukraine in February 2022, Adient determined to withdraw from the Russian market. Adient recorded a charge of $ 5 million during fiscal 2022 in conjunction with completion of the withdrawal from and sale of its Russian operations for one ruble. SJA On March 31, 2021, Adient sold its 50 % equity interest in Shenyang Jinbei Adient Automotive Components Co., Ltd. (“SJA”) to the joint venture partner for $ 58 million, which resulted in a $ 33 million one-time gain recognized during fiscal 2021. Assets held for sale During fiscal 2022, Adient committed to sell certain assets in EMEA. As a result, these assets were classified as assets held for sale and were required to be adjusted to the lower of fair value less cost to sell or carrying value. This resulted in an impairment charge of $ 6 million. The impairment was measured using third party sales pricing to determine fair values of the assets. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement.” During fiscal 2021, Adient committed to sell certain assets in France and Turkey. As a result, these assets were classified as assets held for sale (including an allocation of $ 11 million of goodwill) and were required to be adjusted to the lower of fair value less cost to sell or carrying value. This resulted in Adient recording an impairment charge of $ 9 million within restructuring and impairment costs on the consolidated statement of income (loss) related to the assets in France. The impairment was measured using third party sales pricing to determine fair values of the assets. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement." The sale of the assets in France was completed in fiscal 2021 for minimal proceeds while the sale of the assets in Turkey was completed in fiscal 2022 for total proceeds of $ 46 million, of which $ 36 million was collected at closing, and $ 10 million was collected later in fiscal 2022. Adient plc | Form 10-K | 68 4. Inventories Inventories consisted of the following: September 30, (in millions) 2023 2022 Raw materials and supplies $ 644 $ 755 Work-in-process 34 26 Finished goods 163 172 Inventories $ 841 $ 953 5. Property, Plant and Equipment Property, plant and equipment consisted of the following: September 30, (in millions) 2023 2022 Buildings and improvements $ 990 $ 1,053 Machinery and equipment 3,097 2,889 Construction in progress 148 146 Land 84 82 Total property, plant and equipment 4,319 4,170 Less: accumulated depreciation ( 2,937 ) ( 2,793 ) Property, plant and equipment - net $ 1,382 $ 1,377 There were no material finance leases included in net property, plant and equipment at September 30, 2023 and 2022. As of September 30, 2023, Adient is the lessor of properties included in gross building and improvements for $ 13 million and accumulated depreciation of $ 9 million. As of September 30, 2022, Adient is the lessor of properties included in gross building and improvements for $ 12 million and accumulated depreciation of $ 8 million. 6. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are as follows: (in millions) Americas EMEA Asia Total Balance at September 30, 2021 $ 607 $ 354 $ 1,251 $ 2,212 Currency translation and other — ( 59 ) ( 96 ) ( 155 ) Balance at September 30, 2022 $ 607 $ 295 $ 1,155 $ 2,057 Business acquisitions — — 13 13 Currency translation and other 2 22 — 24 Balance at September 30, 2023 $ 609 $ 317 $ 1,168 $ 2,094 Refer to Note 3, “Acquisitions and Divestitures,” of the notes to consolidated financial statements for additional information. Adient performed its annual goodwill impairment test during the fourth quarter of fiscal year 2023 using a fair value method based on management's judgments and assumptions regarding future cash flows. These calculations contain uncertainties as they require management to make assumptions about market comparables, future cash flows, and the appropriate discount rates Adient plc | Form 10-K | 69 (based on weighted average cost of capital ranging from 17.0 % to 20.5 %) to reflect the risk inherent in the future cash flows and to derive a reasonable enterprise value and related premium. The estimated future cash flows reflect management's latest assumptions of the financial projections based on current and anticipated competitive landscape, including estimates of revenue based on production volumes over the foreseeable future and long-term growth rates, and operating margins based on historical trends and future cost containment activities. The financial projections considered the impact of the various issues causing the volatility in the automotive industry such as wage inflationary pressures and higher interest rates. As a result of the test, there was no goodwill impairment recorded for fiscal year 2023. A change in any of these estimates and assumptions could produce significantly lower fair values of Adient’s reporting units, which could have a material impact on its results of operations. Adient's other intangible assets, primarily from business acquisitions valued based on independent appraisals, consisted of: September 30, 2023 September 30, 2022 (in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Intangible assets Patented technology $ 79 $ ( 32 ) $ 47 $ 80 $ ( 25 ) $ 55 Customer relationships 550 ( 201 ) 349 560 ( 163 ) 397 Trademarks 17 ( 17 ) — 19 ( 17 ) 2 Miscellaneous 24 ( 12 ) 12 25 ( 12 ) 13 Total intangible assets $ 670 $ ( 262 ) $ 408 $ 684 $ ( 217 ) $ 467 Amortization of other intangible assets for the fiscal years ended September 30, 2023, 2022 and 2021 was $ 50 million, $ 52 million and $ 45 million, respectively. Adient anticipates amortization for fiscal 2024, 2025, 2026, 2027 and 2028 will be approximately $ 48 million, $ 47 million, $ 45 million, $ 39 million and $ 31 million, respectively. 7. Product Warranty 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: September 30, (in millions) 2023 2022 Balance at beginning of period $ 21 $ 23 Accruals for warranties issued during the period 8 8 Settlements made (in cash or in kind) during the period ( 8 ) ( 9 ) Currency translation — ( 1 ) Balance at end of period $ 21 $ 21 8. Leases 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. Adient has elected not to record leases with an initial term of 12 months or less on its consolidated statement of financial position. Adient plc | Form 10-K | 70 A lease liability and corresponding ROU asset are recognized based on the present value of lease payments. To determine the present value of lease payments, Adient uses its incremental borrowing rate as of lease commencement. The incremental borrowing rate (IBR) is defined as the rate Adient would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Adient primarily derives its IBR from its debt portfolio, adjusted for collateralization, lease term and jurisdictional factors. The components of lease costs for the years ended September 30, 2023 and 2022 were as follows: Year Ended September 30, (in millions) 2023 2022 2021 Operating lease cost $ 108 $ 117 $ 125 Short-term lease cost 29 20 20 Total lease cost $ 137 $ 137 $ 145 Operating lease right-of-use assets and lease liabilities included in the consolidated statement of financial position were as follows: September 30, (in millions) 2023 2022 Operating leases: Operating lease right-of-use assets Other noncurrent assets $ 241 $ 266 Operating lease liabilities - current Other current liabilities $ 77 $ 81 Operating lease liabilities - noncurrent Other noncurrent liabilities 163 186 $ 240 $ 267 Weighted average remaining lease term: Operating leases 5 years 6 years Weighted average discount rate: Operating leases 6.1 % 5.6 % 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 September 30, 2023 were as follows: Fiscal years (in millions) Operating Leases 2024 $ 88 2025 63 2026 41 2027 29 2028 20 Thereafter 45 Total lease payments 286 Less: imputed interest ( 46 ) Present value of lease liabilities $ 240 Supplemental cash flow information related to leases was as follows: Adient plc | Form 10-K | 71 Year Ended September 30, (in millions) 2023 2022 2021 Right-of-use assets obtained in exchange for lease obligations: Operating leases (non-cash activity) $ 35 $ 52 $ 109 Operating cash flows: Cash paid for amounts included in the measurement of lease liabilities $ 108 $ 116 $ 126 Adient’s finance leases were not significant to the consolidated financial statements during fiscal 2023 and 2022. Refer to Note 9, “Debt and Financing Arrangements,” of the notes to consolidated financial statements for additional information. 9. Debt and Financing Arrangements Long-term and short-term debt consisted of the following: September 30, (in millions) 2023 2022 Long-term debt: 8.25 % Notes due 2031 $ 500 $ — 7.00 % Secured Notes due 2028 500 — Term Loan B due in 2028 635 988 4.875 % Notes due in 2026 795 795 3.50 % Notes due in 2024 130 809 Other bank borrowings and finance lease obligations 4 1 Less: debt issuance costs ( 31 ) ( 18 ) Gross long-term debt 2,533 2,575 Less: current portion 132 11 Net long-term debt $ 2,401 $ 2,564 Short-term debt: Other bank borrowings (1) 2 3 Total short-term debt $ 2 $ 3 (1) The weighted average interest rates on short-term debts, based on levels of debt maintained in various jurisdictions, were 10.1 % and 6.0 % at September 30, 2023 and 2022, respectively. 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 Adient plc | Form 10-K | 72 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 September 30, 2023, Adient had not drawn down on the ABL Credit Facility and had availability under this facility of approximately $ 900 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 $ 988 million as of September 30, 2022. During fiscal 2023, Adient prepaid $ 350 million of the Term Loan B Agreement principal, and wrote off $ 2 million of previously deferred financing costs to net financing charges. As of September 30, 2023, the remaining balance of this debt was $ 635 million, maintained fully at Adient Global Holdings S.à r.l., which is due at final maturity on April 8, 2028. Interest on the Term Loan B Agreement accrues at the Eurodollar rate 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 April 2023, the Term Loan B Agreement was amended to replace the LIBOR base rate with Term SOFR. 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 as described above, 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 previously maintained $ 900 million aggregate principal amount of 4.875 % USD-denominated unsecured notes due 2026. Adient redeemed $ 103 million and $ 2 million during fiscal 2020 and 2021, respectively, resulting in a remaining balance of $ 795 million as of September 30, 2023 and 2022. AGH also previously maintained € 1.0 billion aggregate principal amount of 3.50 % unsecured notes due in August 2024. During fiscal 2022, Adient repurchased € 177 million ($ 198 million) of the 3.50 % unsecured notes due 2024 at a premium of € 3 million ($ 4 million) plus € 3 million ($ 3 million) of accrued and unpaid interest, and expensed € 1 million ($ 1 million) of previously deferred financing costs to net financing charges, resulting in a remaining balance of € 823 million ($ 809 million) as of September 30, 2022. During fiscal 2023, Adient repurchased an additional € 700 million ($ 743 million) of the 3.50 % unsecured notes due 2024 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 September 30, 2023, the remaining balance of this debt was € 123 million ($ 130 million) and is classified as current portion of long-term debt on the consolidated statement of financial position. Adient Germany Ltd. & Co. KG, a wholly owned subsidiary of Adient, previously maintained € 135 million ($ 156 million) in an unsecured term loan from the European Investment Bank (EIB) due in 2022. The loan bore interest at the 6-month EURIBOR rate plus 158 basis points. During fiscal 2021, Adient repaid $ 36 million of the EIB loan, triggered in part by the redemption of debt and the sale of the fabrics business in the prior year. Adient fully repaid the remaining balance of the EIB loan in May 2022 upon its maturity. In April 2020, Adient US issued $ 600 million (net proceeds of $ 591 million) aggregate principal amount of 9.00 % Senior First Lien Notes due 2025. In fiscal 2022, Adient repurchased the full $ 600 million of 9.00 % Senior First Lien Notes due 2025 at a Adient plc | Form 10-K | 73 premium of $ 34 million plus $ 19 million of accrued and unpaid interest, and expensed $ 7 million of previously deferred financing costs to net financing charges. Principal payments required on long-term debt during the next five years are as follows: Year Ended September 30, (in millions) 2024 2025 2026 2027 2028 Thereafter Principal payments $ 132 $ — $ 797 $ — $ 1,135 $ 500 Net Financing Charges Adient's net financing charges in the consolidated statements of income (loss) contained the following components: Year Ended September 30, (in millions) 2023 2022 2021 Interest expense, net of capitalized interest costs $ 186 $ 161 $ 207 Banking fees and debt issuance cost amortization 20 22 32 Interest income ( 22 ) ( 9 ) ( 7 ) Premium paid on repurchase of debt 7 38 49 Derivative loss on Yanfeng transaction — 3 30 Net foreign exchange 4 — — Net financing charges $ 195 $ 215 $ 311 Banking fees in fiscal 2023 and 2022 includes $ 4 million and $ 8 million, respectively, of one-time accelerated-deferred financing fee charges associated with voluntary repayments of debt. Total interest paid on both short and long-term debt for the fiscal years ended September 30, 2023, 2022 and 2021 was $ 132 million, $ 192 million and $ 229 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 September 30, 2023, $ 170 million was funded under these programs compared to $ 269 million as of September 30, 2022. 10. 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 11, “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 hedge gains or losses due to changes in fair value are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. All contracts were highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates at September 30, 2023 and 2022, respectively. As of September 30, 2023, the € 123 million ($ 130 million) aggregate principal amount of 3.50 % euro-denominated unsecured notes due August 2024 was designated as a net investment hedge to selectively hedge portions of Adient's net investment in Adient plc | Form 10-K | 74 Europe. The currency effects of Adient's euro-denominated notes are 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. In October 2023, 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 remaining principal balance on the 3.50 % notes. The impact of foreign currency changes on the notes and the contract will be recorded in net financing charges until payment of the notes and maturity of the foreign exchange forward contract in August 2024. Adient entered into a ¥ 240 million ($ 35 million) foreign exchange forward contract during the second quarter of fiscal 2023 to selectively hedge portions of its net investment in China. The currency effects of the forward contract 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 China. During fiscal 2023, the foreign exchange forward contract matured, the impact of which was not material. Adient entered into a ¥ 150 million ($ 23 million) foreign exchange forward contract during fiscal 2022 to selectively hedge portions of its net investment in China. The currency effects of the forward contract are reflected in the AOCI account within shareholders’ equity attributable to Adient, where they offset gains and losses recorded on Adient’s net investment in China. The forward contract matured in early fiscal 2023, the impact of which was not material. 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 September 30, (in millions) 2023 2022 2023 2022 Other current assets Foreign currency exchange derivatives $ 30 $ 17 $ 4 $ 3 Total assets $ 30 $ 17 $ 4 $ 3 Other current liabilities Foreign currency exchange derivatives $ 8 $ 20 $ — $ — Other noncurrent liabilities Foreign currency exchange derivatives 6 2 — 1 Long-term debt Foreign currency denominated debt 130 809 — — Total liabilities $ 144 $ 831 $ — $ 1 Adient enters into International Swaps and Derivatives Associations 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 September 30, 2023 and 2022, 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 September 30, (in millions) 2023 2022 2023 2022 Gross amount recognized $ 34 $ 20 $ 144 $ 832 Gross amount eligible for offsetting ( 12 ) ( 19 ) ( 12 ) ( 19 ) Net amount $ 22 $ 1 $ 132 $ 813 Adient plc | Form 10-K | 75 The following table presents the effective portion of pretax gains (losses) recorded in other comprehensive income related to cash flow hedges: Year Ended September 30, (in millions) 2023 2022 2021 Foreign currency exchange derivatives $ 89 $ 8 $ 29 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) Year Ended September 30, 2023 2022 2021 Foreign currency exchange derivatives Cost of sales $ 66 $ 6 $ 2 During the next twelve months, $ 23 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 derivatives not designated as hedging instruments recognized in Adient's consolidated statements of income (loss): (in millions) Year Ended September 30, 2023 2022 2021 Foreign currency exchange derivatives Cost of sales $ 8 $ — $ ( 4 ) Foreign currency exchange derivatives Net financing charges ( 10 ) ( 33 ) ( 30 ) Total $ ( 2 ) $ ( 33 ) $ ( 34 ) The effective portion of pretax gains (losses) recorded in currency translation adjustment (“CTA”) within other comprehensive income (loss) related to net investment hedges was $( 67 ) million, $ 151 million and $ 17 million for the fiscal years ended September 30, 2023, 2022 and 2021, respectively. For the years ended September 30, 2023, 2022 and 2021, respectively, no significant gains or losses were reclassified from CTA into income for Adient's outstanding net investment hedges. For the years ended September 30, 2023 and 2022, no gains or losses were recognized in income for the ineffective portion of cash flow hedges. 11. 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-K | 76 Recurring Fair Value Measurements The following tables present Adient's fair value hierarchy for those assets and liabilities measured at fair value. Refer to Note 14, “Retirement Plans,” of the notes to consolidated financial statements for fair value tables of pension assets. 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, 2022 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 $ 20 $ — $ 20 $ — Total assets $ 20 $ — $ 20 $ — Other current liabilities Foreign currency exchange derivatives $ 20 $ — $ 20 $ — Other noncurrent liabilities Foreign currency exchange derivatives 3 — 3 — Total liabilities $ 23 $ — $ 23 $ — Valuation Methods Foreign currency exchange 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 September 30, 2023 and 2022, 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. The 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 $ 2.5 billion and $ 2.4 billion at September 30, 2023 and 2022, respectively, was determined primarily using market quotes classified as Level 1 inputs within the ASC 820 fair value hierarchy. Adient plc | Form 10-K | 77 12. Stock-Based Compensation Adient provides certain key employees equity awards in the form of restricted stock units (“RSU”) and performance share units (“PSUs”) under the Adient plc 2016 Omnibus Incentive Plan and the Adient plc 2021 Omnibus Incentive Plan (collectively, the “Plan”). Adient also provides directors with share awards under the Adient plc 2016 Director Share Plan and the Adient plc 2021 Omnibus Incentive Plan. These 2016 plans were adopted in conjunction with the separation. The 2021 plan was adopted in March 2021. Total stock-based compensation cost included in the consolidated statements of income was $ 34 million, $ 29 million and $ 36 million for the fiscal years ended September 30, 2023, 2022 and 2021, respectively. No material income tax benefits were recognized in the consolidated statements of income for the share-based compensation arrangements in any of these years due to tax valuation allowances in those years. The following tables present activity related to the granting of awards during the year ended September 30, 2023 along with the composition of outstanding and exercisable awards at September 30, 2023. Restricted Stock The Plan provides for the award of restricted stock or restricted stock units to certain employees. These awards are typically share settled except for certain non-U.S. employees which are settled in cash. Cash settled awards are recorded in Adient's consolidated statements of financial position as a liability and adjusted each reporting period for changes in share value until the settlement of the award. Restricted stock awards typically vest over a three year period following the grant date. The Plan allows for different vesting terms on specific grants with approval by Adient's board of directors. A summary of the status of nonvested restricted stock awards at September 30, 2023, and changes for the fiscal year then ended, is presented below: Weighted Average Price Restricted Shares/Units Nonvested, September 30, 2022 $ 32.94 872,417 Granted 38.38 678,147 Vested 29.42 ( 523,325 ) Forfeited 38.32 ( 65,150 ) Nonvested, September 30, 2023 $ 38.32 962,089 At September 30, 2023, Adient had approximately $ 22 million of total unrecognized compensation cost related to nonvested restricted stock arrangements granted. That cost is expected to be recognized over a weighted-average period of 1.9 years. Performance Share Awards The Plan permits the grant of PSU awards. The number of PSUs granted is equal to the PSU award value divided by the closing price of a Adient ordinary share at the grant date. The PSUs are generally contingent on the achievement of predetermined performance goals over a three-year performance period as well as on the award holder's continuous employment until the vesting date. Each PSU that is earned will be settled with an ordinary share of Adient following the completion of the performance period except for certain non-U.S. employees which are settled in cash. Cash settled awards are recorded in Adient's consolidated statements of financial position as a liability and adjusted each reporting period for changes in share value until the settlement of the award. Adient plc | Form 10-K | 78 A summary of the status of Adient's nonvested PSUs at September 30, 2023, and changes for the fiscal year then ended is presented below: Weighted Average Price Performance Shares/Units Nonvested, September 30, 2022 $ 29.51 1,068,714 Granted 38.50 342,889 Vested 20.69 ( 442,622 ) Forfeited 35.57 ( 110,398 ) Nonvested, September 30, 2023 $ 36.87 858,583 At September 30, 2023, Adient had approximately $ 19 million of total unrecognized compensation cost related to nonvested performance share units granted. That cost is expected to be recognized over a weighted-average period of 1.8 years. Stock Options No new stock options have been granted under the Plan. Stock option awards typically vest between two and three years after the grant date and expire ten years from the grant date. The fair value of each option was estimated on the date of grant using a Black-Scholes option valuation model. A summary of stock option activity at September 30, 2023, and changes for the year then ended, is presented below: Weighted Average Option Price Shares Subject to Option Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in millions) Outstanding and exercisable, September 30, 2022 $ 38.32 49,939 Exercised 25.79 ( 20,638 ) Forfeited or expired 27.54 ( 2,444 ) Outstanding and exercisable, September 30, 2023 48.93 26,857 1.3 $ — There were no stock options granted in fiscal years 2023, 2022 and 2021, respectively. The total intrinsic value of options exercised by Adient employees during the fiscal years ended September 30, 2023, 2022 and 2021 was approximately $ 1 million, $ 1 million and $ 7 million, respectively. Stock Appreciation Rights No new SARs have been granted under the Plan. SARs vest under the same terms and conditions as stock option awards; however, they are settled in cash for the difference between the market price on the date of exercise and the exercise price. As a result, SARs are recorded in Adient's consolidated statements of financial position as a liability until the date of exercise. The fair value of each SAR award is estimated using a similar method described for stock options. The fair value of each SAR award is recalculated at the end of each reporting period and the liability and expense are adjusted based on the new fair value. Adient plc | Form 10-K | 79 A summary of SAR activity at September 30, 2023, and changes for the year then ended, is presented below: Weighted Average SAR Price Shares Subject to SAR Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in millions) Outstanding, September 30, 2022 $ 43.87 42,454 Exercised 45.78 ( 34,269 ) Forfeited or expired 35.84 ( 8,185 ) Outstanding, September 30, 2023 — — $ — In conjunction with the exercise of SARs, Adient made payments of $ 1 million, $ 2 million and $ 2 million during the fiscal years ended September 30, 2023, 2022 and 2021, respectively. 13. Equity and Noncontrolling Interests The following table presents changes in AOCI attributable to Adient: Year Ended September 30, (in millions) 2023 2022 2021 Foreign currency translation adjustments Balance at beginning of period $ ( 836 ) $ ( 617 ) $ ( 634 ) Aggregate adjustment for the period, net of tax ( 18 ) ( 219 ) 17 Balance at end of period (1) ( 854 ) ( 836 ) ( 617 ) Realized and unrealized gains (losses) on derivatives Balance at beginning of period ( 8 ) ( 8 ) ( 28 ) Current period changes in fair value, net of tax 79 6 22 Reclassification to income, net of tax ( 58 ) ( 6 ) ( 2 ) Balance at end of period 13 ( 8 ) ( 8 ) Pension plans Balance at beginning of period ( 1 ) ( 2 ) ( 3 ) Net reclassifications to AOCI — 1 1 Balance at end of period ( 1 ) ( 1 ) ( 2 ) Accumulated other comprehensive income (loss), end of period $ ( 842 ) $ ( 845 ) $ ( 627 ) (1) Foreign currency translation adjustments as of September 30, 2023 and 2022 include derivative net investment hedge gains of $ 76 million and $ 143 million, respectively. During the next twelve months, no significant gains or losses are expected to be reclassified from AOCI into Adient's consolidated statements of income. Adient consolidates certain subsidiaries in which the noncontrolling interest party has within their control the right to 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: Adient plc | Form 10-K | 80 Year Ended September 30, (in millions) 2023 2022 2021 Beginning balance $ 45 $ 240 $ 43 Net income 27 35 25 Dividends ( 18 ) ( 66 ) ( 14 ) Business acquisition — — 194 Change in noncontrolling interest share — ( 153 ) — Foreign currency translation adjustments 3 ( 11 ) ( 8 ) Ending balance $ 57 $ 45 $ 240 Refer to Note 3, “Acquisitions and Divestitures,” of the notes to the consolidated financial statements for additional information on the change in redeemable noncontrolling interests during fiscal 2022 and 2021. Repurchases of Equity Securities In November 2022, Adient’s board of directors authorized the repurchase of Adient’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 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. As of September 30, 2023, the remaining aggregate amount of authorized repurchases was $ 535 million. 14. Retirement Plans Pension Benefits Adient maintains non-contributory defined benefit pension plans covering primarily non-U.S. employees and a limited number of U.S. employees. The benefits provided are primarily based on years of service and average compensation or a monthly retirement benefit amount. Funding for non-U.S. plans observes the local legal and regulatory limits. Funding for U.S. pension plans equals or exceeds the minimum requirements of the Employee Retirement Income Security Act of 1974. For pension plans with accumulated benefit obligations (“ABO”) that exceed plan assets, the projected benefit obligation (“PBO”), ABO and fair value of plan assets of those plans were $ 155 million, $ 137 million and $ 48 million, respectively, as of September 30, 2023, and $ 129 million, $ 112 million and $ 37 million, respectively, as of September 30, 2022. For pension plans with a PBO that exceed plan assets, the PBO, ABO and fair value of plan assets of those plans were $ 155 million, $ 137 million and $ 48 million, respectively, as of September 30, 2023 and $ 129 million, $ 112 million and $ 37 million, respectively, as of September 30, 2022. In fiscal 2023, Adient paid contributions to the defined benefit pension plans of $ 17 million. Contributions of at least $ 20 million in cash to its defined benefit pension plans are expected in fiscal 2024. Projected benefit payments from the plans as of September 30, 2023 are estimated as follows (in millions): 2024 $ 32 2025 21 2026 24 2027 24 2028 24 2029-2032 135 Adient plc | Form 10-K | 81 Savings and Investment Plans Adient sponsors various defined contribution savings plans that allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with plan specified guidelines. Under specified conditions, Adient will contribute to certain savings plans based on the employees' eligible pay and/or will match a percentage of the employee contributions up to certain limits. Matching contributions expense in connection with these plans amounted to $ 46 million, $ 23 million and $ 44 million for fiscal years 2023, 2022 and 2021, respectively. Plan Assets Adient's investment policies employ an approach whereby a mix of equities, fixed income and alternative investments are used to maximize the long-term return of plan assets for a prudent level of risk. The investment portfolio primarily contains a diversified blend of equity and fixed income investments. Equity investments are diversified across domestic and non-domestic stocks, as well as growth, value and small to large capitalizations. Fixed income investments include corporate and government issues, with short-, mid- and long-term maturities, with a focus on investment grade when purchased and a target duration close to that of the plan liability. Investment and market risks are measured and monitored on an ongoing basis through regular investment portfolio reviews, annual liability measurements and periodic asset/liability studies. The majority of the real estate component of the portfolio is invested in a diversified portfolio of high-quality, operating properties with cash yields greater than the targeted appreciation. Investments in other alternative asset classes, including hedge funds and commodities, diversify the expected investment returns relative to the equity and fixed income investments. As a result of Adient's diversification strategies, there are no significant concentrations of risk within the portfolio of investments. Adient's actual asset allocations are in line with target allocations. Adient rebalances asset allocations as appropriate, in order to stay within a range of allocation for each asset category. The expected return on plan assets is based on Adient's expectation of the long-term average rate of return of the capital markets in which the plans invest. The average market returns are adjusted, where appropriate, for active asset management returns. The expected return reflects the investment policy target asset mix and considers the historical returns earned for each asset category. Adient's plan assets by asset category, are as follows: 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) Net Asset Value (NAV) Pension Cash $ 6 $ 6 $ — $ — $ — Equity Securities Domestic 1 1 — — — International - Developed 17 17 — — — Fixed Income Securities Government 128 30 75 — 23 Corporate/Other 59 24 25 — 10 Hedge Fund 34 — 34 — — Real Estate 18 — — 4 14 Total $ 263 $ 78 $ 134 $ 4 $ 47 Adient plc | Form 10-K | 82 Fair Value Measurements Using: (in millions) Total as of September 30, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Net Asset Value (NAV) Pension Cash $ 2 $ 2 $ — $ — $ — Equity Securities Domestic 1 1 — — — International - Developed 18 14 — — 4 International - Emerging 1 — — — 1 Fixed Income Securities Government 125 33 67 — 25 Corporate/Other 76 22 43 — 11 Hedge Fund 38 — 38 — — Real Estate 22 — — 7 15 Total $ 283 $ 72 $ 148 $ 7 $ 56 The following is a description of the valuation methodologies used for assets measured at fair value. Cash: The fair value of cash is valued at cost. Equity Securities: The fair value of equity securities is determined by direct quoted market prices. The underlying holdings are direct quoted market prices on regulated financial exchanges. Fixed Income Securities: The fair value of fixed income securities is determined by direct or indirect quoted market prices. If indirect quoted market prices are utilized, the value of assets held in separate accounts is not published, but the investment managers report daily the underlying holdings. The underlying holdings are direct quoted market prices on regulated financial exchanges. Hedge Funds: The fair value of hedge funds is determined by the custodian. The custodian obtains valuations from underlying managers based on market quotes for the most liquid assets and alternative methods for assets that do not have sufficient trading activity to derive prices. Adient and custodian review the methods used by the underlying managers to value the assets. Adient believes this is an appropriate methodology to obtain the fair value of these assets. Real Estate: The fair value of certain investments in real estate is deemed Level 3 since these investments do not have a readily determinable fair value and requires the fund managers independently to arrive at fair value by calculating NAV per share. In order to calculate NAV per share, the fund managers value the real estate investments using any one, or a combination of, the following methods: independent third party appraisals, discounted cash flow analysis of net cash flows projected to be generated by the investment and recent sales of comparable investments. Assumptions used to revalue the properties are updated every quarter. Adient believes this is an appropriate methodology to obtain the fair value of these assets. Investments at NAV : For mutual or collective funds where a NAV is not publicly quoted, the NAV per share is used as a practical expedient and is based on the quoted market prices of the underlying net assets of the fund as reported daily by the fund managers. Funds valued based on NAV per share as a practical expedient are not categorized within the fair value hierarchy. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Adient believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Adient plc | Form 10-K | 83 The following sets forth a summary of changes in the fair value of pension assets measured using significant unobservable inputs (Level 3): (in millions) Real Estate Pension Asset value as of September 30, 2021 $ 7 Redemptions — Unrealized gain — Asset value as of September 30, 2022 $ 7 Redemptions ( 2 ) Unrealized (loss) ( 1 ) Asset value as of September 30, 2023 $ 4 Funded Status The table that follows contains the ABO and reconciliations of the changes in the PBO, the changes in plan assets and the funded status: Pension Benefits (in millions) 2023 2022 Accumulated Benefit Obligation $ 331 $ 322 Change in Projected Benefit Obligation: Projected benefit obligation at beginning of year $ 340 $ 574 Service cost 5 7 Interest cost 18 11 Actuarial (gain) loss ( 15 ) ( 169 ) Benefits paid ( 20 ) ( 20 ) Curtailments, settlements and other ( 6 ) — Currency translation adjustment 27 ( 63 ) Projected benefit obligation at end of year $ 349 $ 340 Change in Plan Assets: Fair value of plan assets at beginning of year $ 283 $ 493 Actual return on plan assets ( 23 ) ( 149 ) Employer contributions, net 17 16 Benefits paid ( 20 ) ( 20 ) Curtailments, settlements and other ( 14 ) ( 1 ) Currency translation adjustment 20 ( 56 ) Fair value of plan assets at end of year $ 263 $ 283 Funded status $ ( 86 ) $ ( 57 ) Amounts recognized in the statement of financial position consist of: Pension plan assets (other noncurrent assets) $ 22 $ 35 Pension benefits ($ 16 million in accrued compensation and benefits) ( 108 ) ( 92 ) Net amount recognized $ ( 86 ) $ ( 57 ) Adient plc | Form 10-K | 84 Pension Benefits U.S. Plans Non-U.S. Plans 2023 2022 2023 2022 Weighted Average Assumptions (1) : Discount rate (2) 5.87 % 5.51 % 5.60 % 4.98 % Rate of compensation increase N/A N/A 4.53 % 4.43 % (1) Plan assets and obligations are determined based on a September 30 measurement date. (2) Adient considers the expected benefit payments on a plan-by-plan basis when setting assumed discount rates. As a result, Adient uses different discount rates for each plan depending on the plan jurisdiction, the demographics of participants and the expected timing of benefit payments. For the U.S. pension plan, Adient uses a discount rate provided by an independent third party calculated based on an appropriate mix of high quality bonds. For the non-U.S. pension plans, Adient consistently uses the relevant country specific benchmark indices for determining the various discount rates. Accumulated Other Comprehensive Income The amounts in AOCI on the consolidated statements of financial position, exclusive of tax impacts, that have not yet been recognized as components of net periodic benefit cost at September 30, 2023 and 2022 were $ 2 million and $ 2 million, respectively, related to pension benefits. The amounts in AOCI expected to be recognized as components of net periodic benefit cost over the next fiscal year for pension and postretirement benefits are not significant. Net Periodic Benefit Cost The tables that follow contain the components and key assumptions of net periodic benefit cost related to Adient’s pension plans: Pension Benefits (in millions) 2023 2022 2021 Components of Net Periodic Benefit Cost (Credit): Service cost $ 5 $ 7 $ 8 Interest cost 18 10 9 Expected return on plan assets ( 12 ) ( 14 ) ( 18 ) Net actuarial (gain) loss 19 ( 7 ) ( 15 ) Settlement (gain) loss 8 1 — Net periodic benefit cost (credit) $ 38 $ ( 3 ) $ ( 16 ) Pension Benefits U.S. Plans Non-U.S. Plans 2023 2022 2021 2023 2022 2021 Expense Assumptions: Discount rate 5.51 % 3.06 % 2.91 % 4.98 % 2.14 % 1.70 % Expected return on plan assets 6.75 % 6.75 % 5.75 % 4.53 % 3.20 % 3.68 % Rate of compensation increase N/A N/A NA 4.43 % 4.05 % 4.15 % 15. Restructuring and Impairment Costs To better align its resources with its 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. Adient plc | Form 10-K | 85 During fiscal 2023, Adient committed to a restructuring plan of $ 39 million. Adient also recorded additional charges totaling $ 1 million related to prior year plans. The restructuring actions relate to cost reduction initiatives and consist primarily of workforce reductions in EMEA. The restructuring actions are expected to be substantially completed by fiscal 2025. Restructuring costs are included in restructuring and impairment costs in the consolidated statements of income (loss). The following tables summarize the changes in Adient's restructuring reserve. (in millions) Employee Severance and Termination Benefits Currency Translation and Other Total Balance at September 30, 2020 $ 233 $ 4 $ 237 2021 Plan charges 27 — 27 Utilized - cash ( 136 ) — ( 136 ) Noncash adjustment - (under) overspend and other ( 12 ) ( 1 ) ( 13 ) Balance at September 30, 2021 $ 112 $ 3 $ 115 2022 Plan charges 25 — 25 Utilized - cash ( 57 ) — ( 57 ) Noncash adjustment - (under) overspend and other ( 11 ) ( 12 ) ( 23 ) Balance at September 30, 2022 $ 69 $ ( 9 ) $ 60 2023 Plan charges 39 — 39 Utilized - cash ( 53 ) — ( 53 ) Noncash adjustment - (under) overspend and other 1 4 5 Balance at September 30, 2023 $ 56 $ ( 5 ) $ 51 Adient's restructuring plans have included workforce reductions of approximately 14,000 . 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 September 30, 2023, approximately 12,000 of the employees have been separated from Adient pursuant to the restructuring plans. In addition, the restructuring plans included twenty-eight plant closures. As of September 30, 2023, twenty-three of the twenty-eight 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. 16. Income Taxes Consolidated income (loss) before income taxes and noncontrolling interests for the years ended September 30, 2023, 2022, and 2021 is as follows: Year Ended September 30, (in millions) 2023 2022 2021 Ireland $ ( 1 ) $ ( 2 ) $ ( 1 ) United States ( 178 ) ( 595 ) ( 244 ) Other Foreign 474 651 1,684 Income before income taxes and noncontrolling interests $ 295 $ 54 $ 1,439 Adient plc | Form 10-K | 86 The components of the provision (benefit) for income taxes are as follows: Year Ended September 30, (in millions) 2023 2022 2021 Current Ireland $ — $ ( 1 ) $ 1 US - Federal and State 4 6 1 Other Foreign 120 84 207 124 89 209 Deferred Ireland — 1 1 US - Federal and State 1 ( 1 ) ( 1 ) Other Foreign ( 125 ) 5 40 ( 124 ) 5 40 Income tax provision $ — $ 94 $ 249 The significant components of Adient's income tax provision are summarized in the following tables. These amounts do not include the impact of income tax expense related to our nonconsolidated partially-owned affiliates, which is netted against equity income on the consolidated statements of income (loss). The reconciliation between the Irish statutory income tax rate, and Adient’s effective tax rate is as follows: Year Ended September 30, (in millions) 2023 2022 2021 Tax expense at Ireland statutory rate $ 37 $ 7 $ 180 State and local income taxes, net of federal benefit ( 5 ) ( 38 ) ( 15 ) Foreign tax rate differential 22 ( 1 ) ( 6 ) Notional interest deduction ( 6 ) ( 6 ) ( 10 ) Credits and incentives ( 7 ) ( 15 ) ( 11 ) Repatriation of foreign earnings 24 24 18 Foreign exchange ( 7 ) ( 2 ) — Impact of tax rate changes — ( 3 ) ( 26 ) Audit settlements and change in uncertain tax positions ( 8 ) ( 2 ) 24 Change in valuation allowance ( 61 ) 94 ( 85 ) Impairment of subsidiaries — — 35 Tax impact of corporate equity and business restructuring transactions 1 30 133 Other 10 6 12 Income tax provision $ — $ 94 $ 249 Adient plc | Form 10-K | 87 The income tax expense was lower than the Irish statutory rate of 12.5% for fiscal 2023 primarily due to the release of valuation allowances in Mexico, partially offset by the inability to recognize a tax benefit for losses in jurisdictions with valuation allowances, the repatriation of foreign earnings, and foreign tax rate differentials. No items included in the other category are individually, or when appropriately aggregated, significant. The income tax expense was higher than the Irish statutory rate of 12.5% for fiscal 2022 primarily due to the inability to recognize a tax benefit for losses in jurisdictions with valuation allowances, the establishment of valuation allowances in certain jurisdictions, and the repatriation of foreign earnings, partially offset by tax benefits related to the release of valuation allowances in certain jurisdictions. No items included in the other category are individually, or when appropriately aggregated, significant. The income tax expense was higher than the Irish statutory rate of 12.5% for fiscal 2021 primarily due to the inability to recognize a tax benefit for losses in jurisdictions with valuation allowances, the establishment of valuation allowances in certain jurisdictions, and the repatriation of foreign earnings, partially offset by tax benefits from audit settlements, the write-off of deferred tax liabilities related to withholding taxes, and withholding taxes on the 2021 Yanfeng Transaction at a rate lower than the Irish statutory rate of 12.5%. No items included in the other category are individually, or when appropriately aggregated, significant. The foreign tax rate differential expense for fiscal 2023 is primarily driven by income earned in jurisdictions where the statutory rate is greater than 12.5%, partially offset by jurisdictions with losses where the statutory rate is greater than 12.5% and by the pretax book income of nonconsolidated partially-owned affiliates whose corresponding income tax expense is netted against equity income on the consolidated statements of income. The foreign tax rate differential benefits for fiscal 2021 and fiscal 2022 are primarily driven by losses earned in jurisdictions where the statutory rate is greater than 12.5% and by the pretax book income of nonconsolidated partially-owned affiliates whose corresponding income tax expense is netted against equity income on the consolidated statements of income, partially offset by income earned in jurisdictions where the statutory rate is greater than 12.5%. Deferred taxes are classified in the consolidated statements of financial position as follows: September 30, (in millions) 2023 2022 Other noncurrent assets $ 253 $ 111 Other noncurrent liabilities ( 206 ) ( 198 ) Net deferred tax asset/(liability) $ 47 $ ( 87 ) Adient plc | Form 10-K | 88 Temporary differences and carryforwards which gave rise to deferred tax assets and liabilities included: September 30, (in millions) 2023 2022 Deferred tax assets: Accrued expenses and reserves $ 135 $ 87 Employee and retiree benefits 25 38 Net operating loss and other credit carryforwards 1,293 1,226 Property, plant and equipment 113 113 Intangible assets 132 150 Operating lease liabilities 55 61 Research and development 66 27 Other — 2 1,819 1,704 Valuation allowances ( 1,655 ) ( 1,662 ) 164 42 Deferred tax liabilities: Unremitted earnings of foreign subsidiaries 38 35 Indirect tax credits 10 25 Foreign currency adjustments — 8 Operating lease right-of-use assets 55 61 Other 14 — 117 129 Net deferred tax asset/(liability) $ 47 $ ( 87 ) At September 30, 2023, Adient had available net operating loss carryforwards of approximately $ 4.7 billion which are available to reduce future tax liabilities. Net operating loss carryforwards of $ 2.4 billion will expire at various dates between 2024 and 2043, with the remainder having an indefinite carryforward period. Net operating loss carryforwards of $ 3.4 billion are offset by a valuation allowance. 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 previous estimates, periodic adjustments to Adient's valuation allowances may be necessary. Given current earnings and anticipated future earnings at certain subsidiaries, Adient 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 recognition of certain deferred tax assets which could generate a material income tax benefit for the period in which such release is recorded. As a result of Adient's fiscal 2023 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 in Mexico would be realizable and recorded an income tax benefit of $ 114 million to release valuation allowances. In addition, Adient determined it was necessary to release valuation allowances and establish valuation allowances in other jurisdictions that did not have a material impact on Adient’s financial statements. Adient continues to record valuation allowances on certain deferred tax assets in Germany, Hungary, Luxembourg, Mexico, Poland, Spain, the United Kingdom, the U.S. and other jurisdictions as it remains more likely than not that they will not be realized. Adient plc | Form 10-K | 89 As a result of Adient's fiscal 2022 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 in Canada, Japan, and other jurisdictions would not be realized and recorded income tax expense of $ 12 million, $ 3 million and $ 3 million, respectively, to establish valuation allowances. In addition, Adient determined it was more likely than not that certain deferred tax assets acquired as part of the 2021 Yanfeng Transaction would not be realized and recorded a net adjustment to goodwill of $ 7 million, primarily to establish valuation allowances. Additionally, Adient determined it was more likely than not that deferred tax assets in the Czech Republic and other jurisdictions would be realizable and recorded income tax benefit of $ 11 million and $ 2 million, respectively, to release valuation allowances. As a result of Adient’s fiscal 2021 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 in the Czech Republic, Korea, Mexico, and other jurisdictions would not be realized and recorded income tax expense of $ 5 million, $ 5 million, $ 8 million, and $ 4 million, respectively, to establish valuation allowances. Adient is subject to income taxes in Ireland, the U.S. and other foreign jurisdictions. With few exceptions, Adient is no longer subject to income tax examination by U.S. federal, state or local tax authorities or by non-U.S. tax authorities for years before 2014. Adient regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. For the year ended September 30, 2023, Adient believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial statements. However, the final determination with respect to tax audits and any related litigation could be materially different from Adient’s estimates. For the years ended September 30, 2023, 2022 and 2021, Adient had gross tax effected unrecognized tax benefits of $ 527 million, $ 499 million, and $ 499 million, respectively. If recognized, $ 167 million of Adient's unrecognized tax benefits would impact the effective tax rate. Total net accrued interest for the years ended September 30, 2023, 2022 and 2021, was approximately $ 31 million, $ 22 million and $ 18 million, respectively (net of tax benefit). Adient recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended September 30, (in millions) 2023 2022 2021 Beginning balance $ 499 $ 499 $ 483 Additions for tax positions related to the current year 2 62 29 Additions for tax positions of prior years 50 2 11 Reductions for tax positions of prior years ( 5 ) ( 52 ) ( 9 ) Settlements with taxing authorities ( 11 ) ( 3 ) ( 12 ) Statute closings ( 8 ) ( 9 ) ( 3 ) Ending balance $ 527 $ 499 $ 499 During the next twelve months, it is likely that tax audit resolutions or applicable statute of limitation lapses could result in a significant change in the balance of gross unrecognized tax benefits. Given the number of years, jurisdictions and positions subject to examination, Adient is unable to estimate the full range of possible adjustments to the balance of unrecognized tax benefits. Adient has recorded a deferred tax liability of approximately $ 38 million as of September 30, 2023 on the undistributed earnings of certain consolidated and unconsolidated foreign affiliates for which Adient does not have an indefinite reinvestment assertion. Adient has not provided for deferred taxes on the remainder of undistributed earnings from consolidated foreign affiliates because such earnings should not give rise to additional tax liabilities upon repatriation or are considered to be indefinitely reinvested. It is not practicable to determine the unrecognized deferred tax liability on these earnings because the actual tax liability, if any, is dependent on circumstances existing when remittance occurs. Adient plc | Form 10-K | 90 Income taxes paid for the fiscal year ended September 30, 2023 were $ 94 million. Income taxes paid for the fiscal year ended September 30, 2022 were $ 77 million. Income taxes paid for the fiscal year ended September 30, 2021 were $ 78 million excluding $ 134 million of withholding taxes on the 2021 Yanfeng Transaction. Impacts of Tax Legislation and Change in Statutory Tax Rates On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. Adient does not expect the provisions of the legislation to have a significant impact on the effective tax rate or the income tax payable and deferred income tax positions of Adient. During fiscal years 2023, 2022, and 2021, other tax legislation was adopted in various jurisdictions. These law changes did not have a material impact on the consolidated financial statements. Tax Impact of One-Time Items During fiscal 2022, Adient recognized a one-time gain of $ 32 million associated with the retrospective recovery of indirect tax credits in Brazil resulting from Adient’s prioritization of those credits, resulting in net tax expense of $ 4 million. During fiscal 2021, Adient recognized $ 134 million of withholding tax expense associated with the 2021 Yanfeng Transaction. Adient also recognized tax benefits of $ 13 million related to the write-off of deferred tax liabilities associated with Chinese joint ventures’ distributions of unremitted earnings that were reinvested in a wholly-owned Chinese subsidiary. In addition, Adient recognized an additional $ 38 million pre-tax gain related to Brazil indirect tax credits as a result of a favorable supreme court ruling resulting in tax expense of $ 13 million. 17. Segment Information Adient manages its business on a geographic basis and operates in the following three reportable segments for financial reporting purposes: 1) Americas, which is inclusive of North America and South America; 2) Europe, the Middle East and Africa (“EMEA”) and 3) Asia Pacific/China (“Asia”). Adient evaluates the performance of its reportable segments using an adjusted EBITDA metric defined as income before income taxes and noncontrolling interests, excluding net financing charges, restructuring and impairment costs, restructuring related-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. 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 plc | Form 10-K | 91 Year Ended September 30, (in millions) 2023 2022 2021 Net Sales Americas $ 7,220 $ 6,557 $ 6,164 EMEA 5,195 4,764 5,564 Asia 3,085 2,926 2,123 Eliminations ( 105 ) ( 126 ) ( 171 ) Total net sales $ 15,395 $ 14,121 $ 13,680 Year Ended September 30, (in millions) 2023 2022 2021 Adjusted EBITDA Americas $ 336 $ 242 $ 232 EMEA 232 138 277 Asia 464 383 486 Corporate-related costs (1) ( 94 ) ( 88 ) ( 78 ) Restructuring and impairment costs (2) ( 40 ) ( 25 ) ( 21 ) Purchase accounting amortization (3) ( 52 ) ( 54 ) ( 50 ) Restructuring related activities (4) 2 ( 6 ) ( 9 ) Gain on business divestitures, primarily related to the Yanfeng transaction (5) — — 1,188 Depreciation ( 290 ) ( 298 ) ( 285 ) Stock based compensation ( 34 ) ( 29 ) ( 36 ) Other items (6) ( 1 ) ( 4 ) 22 Earnings (loss) before interest and income taxes 523 259 1,726 Net financing charges ( 195 ) ( 215 ) ( 311 ) Other pension income (expense) ( 33 ) 10 24 Income (loss) before income taxes $ 295 $ 54 $ 1,439 Notes: (1) Corporate-related costs not allocated to the segments include executive office, communications, corporate development, legal and corporate finance. (2) Reflects 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. During fiscal 2022, an impairment charge of $ 4 million related to the withdrawal from and sale of its operations in Russia, and a held-for-sale impairment charge of $ 6 million were recorded in EMEA. Included in restructuring charges in fiscal 2021 is $ 10 million of held for sale and other non-cash impairment charges in EMEA. Refer to Note 15, “Restructuring and Impairment Costs,” of the notes to the consolidated financial statements for more information. (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 along with restructuring costs at partially owned affiliates recorded within equity income. Fiscal 2023 includes a $ 10 million gain on the sale of a restructured facility in Americas. (5) Fiscal 2021 includes a $ 5 million loss on sale of non-core assets in Asia, a gain associated with the 2021 Yanfeng Transaction of $ 1,160 million, and a gain of $ 33 million on the sale of Adient's interest in SJA. All of these impacts have been recorded within the equity income line in the consolidated statements of income. Adient plc | Form 10-K | 92 (6) Fiscal 2023 reflects $ 3 million and $ 3 million of non-cash impairment related to certain of Adient's investments in nonconsolidated partially-owned affiliates in Asia and EMEA, respectively, and $ 3 million of transaction costs, partially offset by $ 4 million of one-time divestiture gain at an affiliate, and $ 4 million of a gain associated with the retrospective recovery of indirect tax credits in Brazil. Fiscal 2022 includes $ 3 million and $ 7 million of non-cash impairments of certain of Adient's investments in nonconsolidated partially-owned affiliates in Asia and EMEA, respectively, $ 8 million of transaction costs, a $ 14 million charge related to a non-recurring contract related settlement, $ 1 million of allowance for doubtful accounts resulting from the withdrawal from and sale of operations in Russia, and $ 2 million of loss on finalization of asset sale in Turkey, partially offset by a gain of $ 32 million associated with the retrospective recovery of indirect tax credits in Brazil. Fiscal 2021 reflects a gain of $ 38 million associated with the retrospective recovery of indirect tax credits in Brazil (of which $ 36 million relates to recoveries covering the past 20 years and is adjusted out of Americas' segment results), and a $ 5 million gain on previously held interest at YFAS in an affiliate, partially offset by $ 19 million of transaction costs. Additional Segment Information Year Ended September 30, 2023 Reportable Segments Reconciling Items (1) Consolidated (in millions) Americas EMEA Asia Net Sales $ 7,220 $ 5,195 $ 3,085 $ ( 105 ) $ 15,395 Equity Income 3 16 71 ( 6 ) 84 Total Assets 3,122 2,252 2,930 1,120 9,424 Depreciation 133 107 50 — 290 Amortization 12 3 35 — 50 Capital Expenditures 114 81 57 — 252 (1) Reconciling items include the elimination of intercompany transactions, corporate-related assets and other amounts to reconcile to consolidated totals. Specific reconciling items for equity income represents $ 6 million of non-cash impairments of Adient's investments in partially-owned affiliates, $ 2 million of restructuring related charges, and $ 2 million of purchase accounting amortization, partially offset by a $ 4 million gain on sale of certain assets at affiliates in China. Corporate-related assets primarily include cash and deferred income tax assets. Year Ended September 30, 2022 Reportable Segments Reconciling Items (1) Consolidated (in millions) Americas EMEA Asia Net Sales $ 6,557 $ 4,764 $ 2,926 $ ( 126 ) $ 14,121 Equity Income — 12 76 ( 13 ) 75 Total Assets 3,073 2,166 2,959 960 9,158 Depreciation 130 116 52 — 298 Amortization 12 4 36 — 52 Capital Expenditures 104 73 50 — 227 (1) Reconciling items include the elimination of intercompany transactions, corporate-related assets and other amounts to reconcile to consolidated totals. Specific reconciling items for equity income represents $ 10 million of non-cash impairments of Adient's investments in partially-owned affiliates, $ 1 million of restructuring related charges, $ 2 million of purchase accounting amortization, $ 7 million of a non-recurring customer termination charge at an affiliate in Asia, partially offset by a $ 7 million non-recurring gain on sale of land use rights at an affiliate in China. Corporate-related assets primarily include cash and deferred income tax assets. Adient plc | Form 10-K | 93 Year Ended September 30, 2021 Reportable Segments Reconciling Items (1) Consolidated (in millions) Americas EMEA Asia Net Sales $ 6,164 5,564 $ 2,123 ( 171 ) $ 13,680 Equity Income ( 1 ) 7 265 1,213 1,484 Total Assets 2,888 2,473 3,187 2,230 10,778 Depreciation 121 132 32 — 285 Amortization 13 14 18 — 45 Capital Expenditures 131 104 25 — 260 (1) Reconciling items include the elimination of intercompany transactions, corporate-related assets and other amounts to reconcile to consolidated totals. Specific reconciling items for equity income represents a gain associated with the 2021 Yanfeng Transaction of $ 1,181 million, a gain of $ 33 million on the sale of Adient's interest in SJA, a $ 5 million gain on previously held interest at YFAS, offset by $ 5 million of purchase accounting amortization and $ 1 million of restructuring related charges. Corporate-related assets primarily include cash, deferred income tax assets, and receivables related to the 2021 Yanfeng Transaction. Adient plc | Form 10-K | 94 Geographic Information Financial information relating to Adient's operations by geographic area is as follows: Net Sales Year Ended September 30, (in millions) 2023 2022 2021 Americas United States $ 6,530 $ 5,876 $ 5,500 Mexico 2,661 2,427 2,298 Other Americas 338 377 312 Regional Elimination ( 2,309 ) ( 2,123 ) ( 1,946 ) 7,220 6,557 6,164 EMEA Germany 1,046 862 1,101 Poland 963 770 816 Czech Republic 900 962 1,155 Spain 725 674 701 Other EMEA 2,989 2,788 3,244 Regional Elimination ( 1,428 ) ( 1,292 ) ( 1,453 ) 5,195 4,764 5,564 Asia China 1,385 1,374 642 Thailand 564 508 469 Korea 534 534 485 Japan 373 264 331 Other Asia 284 270 220 Regional Elimination ( 55 ) ( 24 ) ( 24 ) 3,085 2,926 2,123 Inter-segment elimination ( 105 ) ( 126 ) ( 171 ) Total $ 15,395 $ 14,121 $ 13,680 Adient started consolidating CQADNT in China after completing the acquisition on September 30, 2021. Refer to Note 3, “Acquisitions and Divestitures,” of the notes to the consolidated financial statements for additional information. Adient plc | Form 10-K | 95 Long-Lived Assets (consisting of net property, plant and equipment) Year Ended September 30, (in millions) 2023 2022 Americas United States $ 446 $ 460 Mexico 152 164 Other Americas 18 19 616 643 EMEA Poland 131 118 Germany 127 126 Spain 38 39 Czech Republic 30 29 Other EMEA 190 184 516 496 Asia China 113 111 Japan 51 47 Thailand 45 41 Korea 22 21 Other Asia 19 18 250 238 Total $ 1,382 $ 1,377 18. Nonconsolidated Partially-Owned Affiliates Investments in the net assets of nonconsolidated partially-owned affiliates are reported in the "Investments in partially-owned affiliates" line in the consolidated statements of financial position. Equity in the net income of nonconsolidated partially-owned affiliates are reported in the “Equity income” line in the consolidated statements of income (loss). Adient maintains total investments in partially-owned affiliates of $ 303 million and $ 286 million at September 30, 2023 and 2022, respectively. Operating information for nonconsolidated partially-owned affiliates is as follows: % ownership at September 30, Name of key partially-owned affiliate 2023 2022 KEIPER Seating Mechanisms Co., Ltd. (KEIPER) 50.0 % 50.0 % Changchun FAWAY Adient Automotive Systems Co. Ltd. (CFAA) 49.0 % 49.0 % Year Ended September 30, (in millions) 2023 2022 2021 Income statement data: Net sales $ 3,791 $ 4,039 $ 8,809 Gross profit $ 346 $ 374 $ 1,008 Net income $ 173 $ 189 $ 733 Net income attributable to the entity $ 171 $ 187 $ 682 Adient plc | Form 10-K | 96 September 30, (in millions) 2023 2022 Balance sheet data: Current assets $ 1,800 $ 1,784 Noncurrent assets $ 756 $ 826 Current liabilities $ 1,639 $ 1,843 Noncurrent liabilities $ 283 $ 159 Noncontrolling interests $ — $ 6 During fiscal 2023, Adient concluded that indicators of other-than-temporary impairment were present related to nonconsolidated partially-owned affiliates in Asia and EMEA, and recorded non-cash impairment charges of $ 3 million and $ 3 million as a result, respectively. Over the past two fiscal years, Adient and KEIPER have modified existing supply agreements, resulting in reductions in Adient’s purchase prices on certain products. Such modifications resulted in reductions of $ 25 million and $ 34 million in Adient’s cost of sales and equity income, respectively, during fiscal 2023. The modifications resulted in reductions of $ 14 million and $ 17 million in Adient’s cost of sales and equity income, respectively, during fiscal 2022. 19. Commitments and 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, trade compliance, 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. 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 $ 4 million and $ 6 million at September 30, 2023 and 2022, 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, the often quite lengthy periods over which eventual remediation may 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. 20. Related Party Transactions In the ordinary course of business, Adient enters into transactions with related parties, such as equity affiliates. Such transactions consist of the sale or purchase of goods and other arrangements. The following table sets forth the location and amounts of net sales to and purchases from related parties included in Adient's consolidated statements of income (loss): Year Ended September 30, (in millions) 2023 2022 2021 Net sales to related parties Net sales $ 253 $ 247 $ 273 Purchases from related parties Cost of sales 397 434 558 Adient plc | Form 10-K | 97 The following table sets forth the location and amount of accounts receivable due from and payable to related parties in Adient's consolidated statements of financial position: September 30, (in millions) 2023 2022 Accounts receivable due from related parties Accounts receivable $ 26 $ 34 Accounts payable due to related parties Accounts payable 67 95 Average receivable and payable balances with related parties remained consistent with the period end balances shown above. Adient plc | Form 10-K | 98 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.