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Item 9A. Controls and Procedures

2024-11-18 compared with 2023-11-17 · 56 added, 55 removed, 203 unchanged (35% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of our management, including the principal executive officer and principal financial officer, Adient conducted an evaluation of the effectiveness of the design and operation of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2023, the end of the period covered by this report, or the Evaluation Date.

Under the supervision of and with the participation of management, including the principal executive officer and principal financial officer, Adient conducted an evaluation of the effectiveness of the design and operation of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2024, the end of the period covered by this report, or the Evaluation Date.

Based upon the evaluation, the principal executive officer and principal financial officer concluded that Adient's disclosure controls and procedures were effective at the reasonable assurance level as of the Evaluation Date.

3 unchanged sentences

Adient's internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer, or persons performing similar functions, and effected by Adient's Board of Directors, management and other personnel 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.

Adient's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(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 the receipts and expenditures are being made only in accordance with authorizations of Adient's management and directors;

8 unchanged sentences

Changes in Internal Control over Financial Reporting

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

During fiscal 2024, Adient implemented a new enterprise resource planning (“ERP”) system at certain of its 100% owned entities in China.

The implementation of the ERP system is planned to occur in phases over the coming years for all majority-owned entities in China.

There were no other changes in internal control over financial reporting during the fiscal year ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, Adient's internal control over financial reporting.

Adient plc | Form 10-K | 100

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During the fourth quarter of fiscal year 2024, none of Adient’s directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408(a) of Regulation S-K.

On November 14, 2024, the Board of Directors (the “Board”) of Adient plc (“Adient”) approved a restricted stock unit award for Jerome J.

Dorlack, Adient’s President and Chief Executive Officer (the “Replacement RSU Award”), pursuant to Adient’s 2021 Omnibus Incentive Plan in replacement of 30% of his salary for calendar year 2025 in connection with a salary reduction program, which is being done to further Adient’s commitment to aligning pay with performance and the interests of Adient’s chief executive officer with the interests of its shareholders.

The Replacement RSU Award will have a grant date of January 1, 2025, and a grant date fair value in an amount equal to 30% of his salary as in effect at the time of grant.

The terms of the Replacement RSU Award will be reflected in a form of Restricted Shares or Restricted Share Unit Award Agreement that was previously approved for use in granting a salary replacement restricted stock unit award to Mr.

Dorlack, as disclosed in Adient’s Current Report on Form 8-K dated as of November 8, 2023.

The Replacement RSU Award granted to Mr.

Dorlack will vest upon the one-year anniversary of the grant date (subject to continued vesting upon an involuntary termination without cause, or accelerated vesting upon death or disability).

On November 14, 2024, the Human Capital and Compensation Committee (the “Committee”) of the Board approved a one-time restricted stock unit retention award for James J.

Huang, Adient’s Executive Vice President, APAC (the “Special RSU Award”), pursuant to Adient’s 2021 Omnibus Incentive Plan based on the centrality of his role in fiscal year 2024 and his key contributions to date.

The Special RSU Award had a grant date of November 14, 2024 and a grant date fair value in an amount equal to $2,000,000.

The Special RSU Award granted to Mr.

Huang will vest one-half per year over two years (subject to continued vesting upon an involuntary termination without cause, or accelerated vesting upon death or disability).

The terms of the Special RSU Award will be reflected in a form of Restricted Shares or Restricted Share Unit Award Agreement (the “Special RSU Agreement”), which is filed as Exhibit 10.42 to this Annual Report on Form 10-K and incorporated by reference herein.

The foregoing description of the Special RSU Agreement is not complete and is qualified in its entirety by the full text of the Special RSU Agreement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Adient intends to disclose any changes in, or waivers from, this Ethics Policy by posting such information on the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is required by rules of the SEC or the NYSE.

Adient has an Insider Trading Policy governing the purchase, sale and/or other dispositions of its securities by Adient’s directors, officers, employees and related persons that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to Adient.

A copy of the Insider Trading Policy , as amended to date, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

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

The information required by this Item is set forth under the sections entitled “Corporate Governance,” “Board and Committee Information,” “Human Capital and Compensation Committee Report,” “Compensation Discussion and Analysis,” “Director Compensation,” “Potential Payments upon Termination and Change in Control,” and “Security Ownership of Certain Beneficial Owners and Management” in Adient's 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024 and is incorporated herein by reference.

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

The information required by this Item is set forth under the section entitled "Share Ownership of Executive Officers and Directors" in Adient's 2024 Proxy Statement to be filed with the SEC within 120 days after September 30, 2023 and is incorporated herein by reference.

The information required by this Item is set forth under the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management” in Adient's 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024 and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is set forth under the section entitled "Corporate Governance" in Adient's 2024 Proxy Statement to be filed with the SEC within 120 days after September 30, 2023 and is incorporated herein by reference.

The information required by this Item is set forth under the section entitled “Corporate Governance,” “Certain Relationships and Related Person Transactions” and “Board and Committee Information” in Adient's 2025 Proxy Statement to be filed with the SEC within 120 days after September 30, 2024 and is incorporated herein by reference.

Principal Accounting Fees and Services

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Adient plc | Form 10-K | 102

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report

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(in millions) 2024 2023 2022

Accounts Receivable - Allowance for Doubtful Accounts

Accounts Receivable - Allowances

Balance at beginning of period $ 15 $ 21 $ 29

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Reserve adjustments ( 5 ) ( 15 ) ( 16 )

Acquisitions — — 22

Currency translation 1 — ( 2 )

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Balance at beginning of period $ 1,655 $ 1,662 $ 1,637

Allowance provision for operating and other loss carryforwards

Allowance provision (benefit) for operating and other loss carryforwards

Allowance provision (benefit) adjustments

Acquisitions — — 6

Balance at end of period $ 1,769 $ 1,655 $ 1,662

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4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (File No.

4.2 Indenture, dated as of August 19, 2016, among Adient Global Holdings Ltd, U.S.

Bank National Association, Elavon Financial Services DAC, UK Branch, and Elavon Financial Services DAC (incorporated by reference to Exhibit 4.2 to Amendment No.

4 to Adient plc’s Registration Statement on Form 10 filed September 20, 2016 (File No.

4.3 Guarantor Supplemental Indenture to the Euro Notes Indenture, dated as of October 14, 2016, by and among Adient Global Holdings Limited, U.S.

Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.1 to Adient plc’s Current Report on Form 8-K filed November 1, 2016 (File No.

4.2 Guarantor Supplemental Indenture to the Dollar Notes Indenture, dated as of October 14, 2016, by and among Adient Global Holdings Limited, U.S.

Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.2 to Adient plc’s Current Report on Form 8-K filed November 1, 2016 (File No.

4.5 Guarantor Supplemental Indenture to the Euro Notes Indenture, dated as of October 31, 2016, by and among Adient plc, Adient Global Holdings Limited, U.S.

Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.3 to Adient plc’s Current Report on Form 8-K filed November 1, 2016 (File No.

4.3 Guarantor Supplemental Indenture to the Dollar Notes Indenture, dated as of October 31, 2016, by and among Adient plc, Adient Global Holdings Limited, U.S.

Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Limited party thereto (incorporated by reference to Exhibit 4.4 to Adient plc’s Current Report on Form 8-K filed November 1, 2016 (File No.

4.7 Guarantor Supplemental Indenture to the Euro Notes Indenture, dated as of June 19, 2017, by and among Adient Global Holdings Ltd, Adient Global Holdings S.à r.l., Adient Global Holdings Luxembourg S.à r.l., Adient Holding Ireland Limited and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Adient plc’s Quarterly Report on Form 10-Q filed May 7, 2018 (File No.

4.4 Guarantor Supplemental Indenture to the Dollar Notes Indenture, dated as of June 19, 2017, by and among Adient Global Holdings Ltd, Adient Global Holdings S.à r.l., Adient Global Holdings Luxembourg S.à r.l., Adient Holding Ireland Limited and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Adient plc’s Quarterly Report on Form 10-Q filed May 7, 2018 (File No.

4.9 Fourth Supplemental Indenture to the Euro Notes Indenture, dated as of January 29, 2018, by and among Adient Global Holdings Ltd, Adient Ltd, Adient UK Global Financing Ltd and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Adient plc’s Quarterly Report on Form 10-Q filed May 7, 2018 (File No.

Adient plc | Form 10-K | 103

4.5 Fourth Supplemental Indenture to the Dollar Notes Indenture, dated as of January 29, 2018, by and among Adient Global Holdings Ltd, Adient Ltd, Adient UK Global Financing Ltd and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Adient plc’s Quarterly Report on Form 10-Q filed May 7, 2018 (File No.

4.11 Guarantor Supplemental Indenture to the Euro Notes Indenture, dated as of March 20, 2018, by and among Adient Global Holdings Ltd, U.S.

Bank National Association, as Trustee, and certain subsidiaries of Adient Global Holdings Ltd party thereto (incorporated by reference to Exhibit 4.5 to Adient plc’s Quarterly Report on Form 10-Q filed May 7, 2018 (File No.

4.6 Guarantor Supplemental Indenture to the Dollar Notes Indenture, dated as of March 20, 2018, by and among Adient Global Holdings Ltd, U.S.

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Bank National Association, relating to the Indenture (incorporated by reference to Exhibit 4.2 to Adient plc’s Current Report on Form 8-K filed May 6, 2019 (File No.

4.15 Guarantor Supplemental Indenture to the Euro Notes Indenture, dated as of October 3, 2019, by and among Adient Global Holdings Ltd, the subsidiary of Adient Global Holdings Ltd party thereto, and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.15 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.

4.9 Guarantor Supplemental Indenture to the Dollar Notes Indenture, dated as of October 3, 2019, by and among Adient Global Holdings Ltd, the subsidiary of Adient Global Holdings Ltd party thereto, and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.16 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.

Adient plc | Form 10-K | 104

4.10 Indenture, dated as of April 23, 2020, among Adient US LLC, the guarantors party thereto from time to time and U.S.

5 unchanged sentences

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

Adient plc | Form 10-K | 104

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

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and Johnson Controls International, Inc., as amended (incorporated by reference to Exhibit 10.7 of Adient plc’s Registration Statement on Form 10 filed April 27, 2016 (File No.

Adient plc | Form 10-K | 105

10.6 Term Loan Credit Agreement, dated as of May 6, 2019, among Adient US LLC, Adient Global Holdings S.à r.l., the lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed May 6, 2019 (File No.

5 unchanged sentences

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

Adient plc | Form 10-K | 105

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

4 unchanged sentences

10.16 Written description of Adient US LLC severance benefit for certain executive officers (incorporated by reference to Exhibit 10.18 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.

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

10.17 Adient plc Non-Employee Directors Compensation Summary and Ownership Guidelines, as amended and restated effective as of October 1, 2022 ( incorporated by reference to Exhibit 10.

17 to Adient plc’s Annual Report on Form 10-K filed November 17 , 20 23 (File No.

10.18 Adient plc Executive Share Ownership Guidelines effective as of September 17, 2019 (incorporated by reference to Exhibit 10.20 to Adient plc’s Annual Report on Form 10-K filed November 22, 2019 (File No.

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

Dorlack, Jim Conklin, and Jeffrey M.

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

10.20 Agreement, dated as of May 18, 2018, by and between Adient plc and Blue Harbour Group, L.P.

(incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed May 18, 2018 (File No.

10.21 Offer Letter, dated as of September 10, 2018, entered into between Adient plc and Douglas G.

DelGrosso (incorporated by reference to Exhibit 10.1 to Adient plc’s Current Report on Form 8-K filed September 13, 2018 (File No.

10.22 Form of Key Executive Severance and Change of Control Agreement by and among Adient plc, Adient US LLC and Douglas G.

DelGrosso (incorporated by reference to Exhibit 10.2 to Adient plc’s Current Report on Form 8-K filed September 13, 2018 (File No.

10.23 Offer Letter, dated October 8, 2018, entered into between Adient US LLC and Jerome Dorlack (incorporated by reference to Exhibit 10.1 to Adient plc’s Quarterly Report on Form 10-Q filed August 7, 2019 (File No.

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

Dorlack, James D.

Conklin, Stephanie S.

Marianos, Mark A.

Oswald, and Heather M.

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

Adient plc | Form 10-K | 106

10.20 Employment Contract, dated October 29, 2018, entered into between Adient Germany Ltd.

1 unchanged sentence

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

Adient plc | Form 10-K | 106

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

24 unchanged sentences

10.32 Form of Restricted Shares or Restricted Share Unit Award Agreement under the Adient plc 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Adient plc’s Current Report on Form 8-K filed on March 10, 2021 (File No.

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

Adient plc | Form 10-K | 107

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

10.34 Form of Performance Unit Award Agreement under the Adient plc 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Adient plc’s Current Report on Form 8-K filed on March 10, 2021 (File No.

10 unchanged sentences

2, dated April 24, 2023, to the Term Loan Credit Agreement dated as of May 6, 2019, among Adient US LLC, Adient Global Holdings S.à r.l., the lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.4 to Adient plc’s Quarterly Report on Form 10-Q filed May 3, 2023 (File No.

97.1 Adient plc Amended and Restated Executive Compensation Incentive Recoupment Policy

10.41 Amendment No.

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

10.42 Form of Restricted Shares or Restricted Share Unit Award Agreement for certain retention awards made under the Adient plc 2021 Omnibus Incentive Plan.*

19.1 Adient plc Insider Trading Policy.

21.1 List of Subsidiaries.

1 unchanged sentence

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

Adient plc | Form 10-K | 108

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

32.1 Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document.

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101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

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97.1 Adient plc Amended and Restated Executive Compensation Incentive Recoupment Policy.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

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104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

# Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Douglas G.

/s/ Jerome J.

President and Chief Executive Officer and a Director

November 18, 2024

/s/ Jerome J.

Executive Vice President and Chief Financial Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of November 18, 2024, by the following persons on behalf of the Registrant and in the capacities indicated:

/s/ Douglas G.

Del Grosso /s/ Jerome J.

Del Grosso Jerome J.

/s/ Jerome J.

Dorlack /s/ Mark A.

Dorlack Mark A.

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

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures