Adient : Filings 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 31, 2020

ADIENT PLC

(Exact name of registrant as specified in its charter)

Ireland	001-37757				98-1328821
(State or Other Jurisdiction				(Commission	(IRS Employer
of Incorporation)				File Number)	Identification Number)
				25-28 North Wall Quay, IFSC
				Dublin 1, Ireland
			(Address of principal executive offices)
Registrant's telephone number, including area code: 734-254-5000
				Not Applicable
	(Former name or former address, if changed since last report)
	Securities registered pursuant to Section 12(b) of the Act:
Title of class				Trading	Name of exchange
			symbol(s)	on which registered
Ordinary Shares, par value $0.001				ADNT			New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 31, 2020, Adient plc (the "Company") issued a news release announcing its financial results for the first quarter ended December 31,

2019. The news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On January 28, 2020, the Company filed with the Securities and Exchange Commission its definitive proxy statement for its 2020 Annual General Meeting of Shareholders to be held on March 12, 2020 in Dublin, Ireland. Julie L. Bushman, current Company director and director nominee as identified in the proxy statement, will be retiring as of April 1, 2020 from 3M Company as Executive Vice President, International Operations after 36 years of service with 3M.

Item 9.01. Financial Statements and Exhibits.

1. Exhibits.

EXHIBIT INDEX

Exhibit No.

Exhibit Description

99.1Adient plc News Release dated January 31, 2020.

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ADIENT PLC
Date: January 31, 2020	By:	/s/ Cathleen A. Ebacher
	Name:	Cathleen A. Ebacher
	Title:	Vice President, General Counsel and Secretary

Exhibit 99.1

Adient (NYSE: ADNT) is a global leader in automotive seating. With 83,000 employees in 35 countries, Adient operates 220 manufacturing/assembly plants worldwide. We produce and deliver automotive seating for all major OEMs. From complete seating systems to individual components, our expertise spans every step of the automotive seat-making process. Our integrated, in-house skills allow us to take our products from research and design to engineering and manufacturing - and into more than 23 million vehicles every year. For more information on Adient, please visit www.adient.com.

Cautionary Statement Regarding Forward-Looking Statements:

Adient has made statements in this document that are forward-looking and, therefore, are subject to risks and uncertainties. All statements in this document other than statements of historical fact are statements that are, or could be, deemed "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding Adient's future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" or terms of similar meaning are also generally intended to identify forward-looking statements. Adient cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Adient's control, that could cause Adient's actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the ability of Adient to close the transactions subject to the Yanfeng agreement, the ability of Adient to effectively launch new business at forecasted and profitable levels, the ability of Adient to execute its turnaround plan, uncertainties in U.S. administrative policy regarding trade agreements, tariffs and other international trade relations, the impact of tax reform legislation through the Tax Cuts and Jobs Act, the ability of Adient to meet debt service requirements, terms of financing, general economic and business conditions, the strength of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency exchange rates, the cancellation of or changes to commercial arrangements, and the ability of Adient to identify, recruit and retain key leadership. A detailed discussion of risks related to Adient's business is included in the section entitled "Risk Factors" in Adient's Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed with the SEC on November 22, 2019 and quarterly reports on Form 10-Q filed with the SEC, available at www. sec.gov. Potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Adient assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.

In addition, this document includes certain projections provided by Adient with respect to the anticipated future performance of Adient's businesses. Such projections reflect various assumptions of Adient's management concerning the future performance of Adient's businesses, which may or may not prove to be correct. The actual results may vary from the anticipated results and such variations may be material. Adient does not undertake any obligation to update the projections to reflect events or circumstances or changes in expectations after the date of this document or to reflect the occurrence of subsequent events. No representations or warranties are made as to the accuracy or reasonableness of such assumptions or the projections based thereon.

Use of Non-GAAP Financial Information:

This document also contains non-GAAP financial information because Adient's management believes it may assist investors in evaluating Adient's on-going operations. Adient believes these non-GAAP disclosures provide important supplemental information to management and investors regarding financial and business trends relating to Adient's financial condition and results of operations. Investors should not consider these non-GAAP measures as alternatives to the related GAAP measures. A reconciliation of non-GAAP measures to their closest GAAP equivalent are included in the appendix. Reconciliations of non-GAAP measures related to FY2020 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations.

INVESTOR CONTACT	MEDIA CONTACT
Mark Oswald	Mary Kay Dodero
Vice President, Investor Relations	Director of Communications
[phone]	[phone]
[e-mail]	[e-mail]

Adient plc

Condensed Consolidated Statements of Income

(Unaudited)

(in millions, except per share data)

Net sales

Cost of sales

Gross profit

Selling, general and administrative expenses

Loss on business divestitures-net

Restructuring and impairment costs

Equity income (loss)

Earnings (loss) before interest and income taxes

Net financing charges

Other pension expense (income)

Income (loss) before income taxes

Income tax provision (benefit)

Net income (loss)

Income attributable to noncontrolling interests

Net income (loss) attributable to Adient

Diluted earnings (loss) per share

Shares outstanding at period end

Diluted weighted average shares

Appendix

Page 1

Three Months Ended

December 31,

	2019		2018
	$	3,936			$	4,158
		3,673				3,978
		263				180
		165				178
		25				-
		2				31
		(113	)			83

1. 54
   48 35

1. (2)

		(88	)		21
		54			10
		(142	)		11
		25			28
	$	(167	)	$	(17	)
	$	(1.78)		$	(0.18)
		93.8			93.5
		93.7			93.5

							Appendix
							Page 2
		Adient plc
		Condensed Consolidated Statements of Financial Position
		(Unaudited)
(in millions)		December 31,		September 30,
		2019			2019
	Assets
	Cash and cash equivalents		$	965		$	924
	Accounts receivable-net			1,522			1,905
	Inventories			772			793
	Other current assets			540			494
	Current assets			3,799			4,116
	Property, plant and equipment-net			1,690			1,671
	Goodwill			2,157			2,150
	Other intangible assets-net			395			405
	Investments in partially-owned affiliates			1,321			1,399
	Other noncurrent assets			1,002			601
	Total assets		$	10,364		$	10,342
	Liabilities and Shareholders' Equity
	Short-term debt		$	14		$	30
	Accounts payable and accrued expenses			2,816			3,073
	Other current liabilities			853			732
	Current liabilities			3,683			3,835
	Long-term debt			3,740			3,708
	Other noncurrent liabilities			819			559
	Redeemable noncontrolling interests			38			51
	Shareholders' equity attributable to Adient			1,743			1,848
	Noncontrolling interests			341			341
	Total liabilities and shareholders' equity		$	10,364		$	10,342

Appendix

Page 3

Adient plc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

				Three Months Ended
(in millions)				December 31,
			2019				2018
	Operating Activities
	Net income (loss) attributable to Adient			$	(167)			$	(17)
	Income attributable to noncontrolling interests				25				28
Net income (loss)				(142)				11
	Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
	Depreciation				75				65
	Amortization of intangibles				9				10
	Pension and postretirement benefit expense (benefit)				-				1
	Pension and postretirement contributions, net				(4)			(6)
	Equity in earnings of partially-owned affiliates, net of dividends received				(102)			(82)
	Impairment of nonconsolidated partially owned affiliate				216				-
	Deferred income taxes				(5)			(2)
	Loss (gain) on divestitures-net				25				-
	Equity-based compensation				4				6
	Other				3				7
	Changes in assets and liabilities:
	Receivables				395				320
	Inventories				23				(19)
	Other assets				(2)			35
	Restructuring reserves				(18)			(14)
	Accounts payable and accrued liabilities				(267)				(451)
	Accrued income taxes				29				(9)
	Cash provided (used) by operating activities				239				(128)
Investing Activities
	Capital expenditures				(91)				(144)
	Sale of property, plant and equipment				-				37
	Changes in long-term investments				(37)				-
	Loans to affiliates				-				(11)
	Cash provided (used) by investing activities				(128)				(118)
Financing Activities
	Increase (decrease) in short-term debt				(17)				2
	Repayment of long-term debt				(2)			-
	Debt financing costs				-				(4)
	Cash dividends				-				(26)
	Dividends paid to noncontrolling interests				(54)				(36)
	Formation of consolidated joint venture				-				28
	Other				(1)			(2)
	Cash provided (used) by financing activities				(74)				(38)
	Effect of exchange rate changes on cash and cash equivalents				4				3
Increase (decrease) in cash and cash equivalents			$	41			$	(281	)

Appendix

Page 4

Footnotes

1. Segment Results

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, 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, qualified 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 ("Adjusted EBITDA"). Also, certain corporate-related costs are not allocated to the segments. The reportable segments are consistent with how management views the markets served by Adient and reflect the financial information that is reviewed by its chief operating decision maker.

Financial information relating to Adient's reportable segments is as follows:

			Three Months Ended
(in millions)				December 31,
	2019				2018
Net Sales
Americas			$	1,859			$	1,935
EMEA				1,564				1,640
Asia				572				650
Eliminations				(59)				(67)
Total net sales			$ 3,936			$	4,158

Appendix

Page 5

			Three Months Ended
(in millions)			December 31,
		2019				2018
Adjusted EBITDA
Americas		$	94			$	43
EMEA			49				2
Asia			177				154
Corporate-related costs (1)			(23)				(23)
Restructuring and impairment costs (2)			(2)			(31)
Purchase accounting amortization (3)			(10)				(10)
Restructuring related charges (4)			(5)			(9)
Loss on business divestitures-net(8)			(25)				-
Impairment of nonconsolidated partially owned affiliate (9)			(216)				-
Stock based compensation			(4)			(6)
Depreciation			(75)			(65)
Other items (5)			(2)			(1)
Earnings (loss) before interest and income taxes			(42)				54
Net financing charges			(48)				(35)
Other pension income (expense)			2				2
Income (loss) before income taxes		$	(88	)		$	21

Refer to the Footnote Addendum for footnote explanations.

2. Earnings Per Share

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings (loss) per share:

		Three Months Ended
(in millions, except per share data)			December 31,
	2019	2018
Income available to shareholders
Net income (loss) attributable to Adient		$	(167)		$	(17)
Weighted average shares outstanding
Basic weighted average shares outstanding			93.7			93.5
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards			-			-
Diluted weighted average shares outstanding			93.7			93.5

Potentially dilutive securities whose effect would have been antidilutive are excluded from the computation of diluted earnings per share, which for the three months ended December 31, 2019 and 2018 is a result of being in a loss position.

Appendix

Page 6

3. Non-GAAP Measures

Adjusted EBIT, Adjusted EBIT margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income attributable to Adient, Adjusted effective tax rate, Adjusted earnings per share, Adjusted equity income, Adjusted free cash flow and Net debt as well as other measures presented on an adjusted basis are not recognized terms under U.S. GAAP and do not purport to be alternatives to the most comparable U.S. GAAP amounts. Since all companies do not use identical calculations, our definition and presentation of these measures may not be comparable to similarly titled measures reported by other companies. Management uses the identified non-GAAP measures to evaluate the operating performance of the Company and its business segments and to forecast future periods. Management believes these non-GAAP measures assist investors and other interested parties in evaluating Adient's on-going operations and provide important supplemental information to management and investors regarding financial and business trends relating to Adient's financial condition and results of operations. Investors should not consider these non-GAAP measures as alternatives to the related GAAP measures. Reconciliations of non-GAAP measures to their closest U.S. GAAP equivalent are presented below. Reconciliations of non-GAAP measures related to guidance for any future period have not been provided due to the unreasonable efforts it would take to provide such reconciliations.

• Adjusted EBIT is defined as income before income taxes and noncontrolling interests excluding net financing charges, restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, other significant non-recurring items, and net mark-to-market adjustments on pension and postretirement plans. Adjusted EBIT margin is adjusted EBIT as a percentage of net sales.
• Adjusted EBITDA is defined as adjusted EBIT excluding depreciation and stock based compensation. Certain corporate-related costs are not allocated to the business segments in determining Adjusted EBITDA. Adjusted EBITDA margin is adjusted EBITDA as a percentage of net sales.
• Adjusted net income attributable to Adient is defined as net income attributable to Adient excluding restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, other significant non-recurring items, net mark-to-market adjustments on pension and postretirement plans, the tax impact of these items and other discrete tax charges/benefits.
• Adjusted effective tax rate is defined as adjusted income tax provision as a percentage of adjusted income before income taxes.
• Adjusted earnings per share is defined as Adjusted net income attributable to Adient divided by diluted weighted average shares.
• Adjusted equity income is defined as equity income excluding amortization of Adient's intangible assets related to its non-consolidated joint ventures and other unusual or one-time items impacting equity income.
• Free cash flow is defined as cash from operating activities less capital expenditures.
• Net debt is calculated as gross debt less cash and cash equivalents.

Appendix

Page 7

Summarized Income Statement Information

(Refer to the Footnote Addendum for footnote explanations and details

of reconciling items between GAAP results and Adjusted results)

								Three Months Ended December 31,
						2019											2018
(in millions, except per share data)		GAAP		Adj.		Adjusted			GAAP		Adj.		Adjusted
	Results			Results		Results			Results
	Net sales		$	3,936			$	-			$	3,936				$	4,158			$	-			$	4,158
	Cost of sales (6)			3,673				(2)			3,671					3,978				(10)				3,968
	Gross profit			263				2				265					180				10				190
	Selling, general and administrative expenses (7)			165				(10)				155					178				(10)				168
	Loss on business divestitures-net(8)			25				(25	)			-					-				-				-
	Restructuring and impairment costs (2)			2				(2)			-					31				(31)				-
	Equity income (loss) (9)			(113	)			221				108					83				-				83
	Earnings (loss) before interest and income taxes (EBIT)			(42)				260				218					54				51				105
	Memo accounts:
	Depreciation											75													65
	Stock based compensation costs											4													6
	Adjusted EBITDA										$	297												$	176
	Net financing charges			48				-				48					35				-				35
	Other pension expense (income)			(2)			-				(2)			(2)			-				(2)
	Income (loss) before income taxes			(88	)			260				172					21				51				72
	Income tax provision (benefit) (10)			54				2				56					10				7				17
	Net income (loss) attributable to Adient			(167	)			257				90					(17	)			46				29
	Diluted earnings (loss) per share			(1.78)				2.74				0.96					(0.18)				0.49				0.31
	Diluted weighted average shares			93.7				0.3				94.0					93.5				0.2				93.7

																				Appendix
																				Page 8
Segment Performance:
								Three months ended December 31, 2019
			Americas		EMEA		Asia		Corporate/		Consolidated
						Eliminations
	Net sales		$	1,859			$	1,564			$	572			$	(59	)		$	3,936
	Adjusted EBITDA		$	94			$	49			$	177			$	(23)			$	297
	Adjusted EBITDA margin			5.1	%			3.1	%			30.9	%			N/A				7.5%
								Three months ended December 31, 2018
			Americas		EMEA		Asia		Corporate/		Consolidated
						Eliminations
	Net sales		$	1,935			$	1,640			$	650			$	(67	)		$	4,158
	Adjusted EBITDA		$	43			$	2			$	154			$	(23)			$	176
	Adjusted EBITDA margin			2.2	%			0.1	%			23.7	%			N/A				4.2%

The following table reconciles income (loss) before income taxes to adjusted income before income taxes and presents the related effective tax rate and adjusted effective tax rate:

								Three Months Ended December 31,
						2019											2018
		Income (loss)		Tax		Effective		Income (loss)		Tax		Effective
(in millions, except effective tax rate)			before					before
	income taxes		impact		tax rate			income taxes		impact		tax rate
As reported		$		(88	)			54			(61.4	)%		$		21				10				47.6%
Adjustments				260				2			0.8%				51				7				13.7%
							32.6%
As adjusted		$		172			$	56				$		72			$	17				23.6%

The following table reconciles net income (loss) attributable to Adient to adjusted net income (loss) attributable to Adient:

		Three Months Ended
(in millions)			December 31,
		2019				2018
Net income (loss) attributable to Adient		$	(167)			$	(17)
Restructuring and impairment costs			2				31
Purchase accounting amortization			10				10
Restructuring related charges			5				9
Loss on business divestitures-net			25				-
Impairment of nonconsolidated partially owned affiliate			216				-
Other items			2				1
Impact of adjustments on noncontrolling interests (11)			(1)			2
Tax impact of above adjustments and other tax items (10)			(2)			(7)
Adjusted net income attributable to Adient		$	90			$	29

Appendix

Page 9

Refer to the Footnote Addendum for footnote explanations

The following table reconciles diluted earnings (loss) per share as reported to adjusted diluted earnings per share:

			Three Months Ended
				December 31,
				2019				2018
Diluted earnings (loss) per share as reported			$	(1.78)			$	(0.18)
Restructuring and impairment costs				0.02				0.33
Purchase accounting amortization				0.11				0.11
Restructuring related charges				0.05				0.09
Loss on business divestitures-net				0.27				-
Impairment of nonconsolidated partially owned affiliate				2.30				-
Other items				0.02				0.01
Impact of adjustments on noncontrolling interests				(0.01)				0.02
Tax impact of above adjustments and other tax items				(0.02)				(0.07)
Adjusted diluted earnings per share			$	0.96			$	0.31

The following table presents calculations of net debt:

	(in millions)		December 31,				September 30,
			2019						2019
	Cash		$	965					$			924
	Total debt			3,754								3,738
	Net debt		$	2,789					$			2,814
The following table reconciles cash from operating activities to free cash flow:
						Three Months Ended
	(in millions)						December 31,
						2019					2018
	Operating cash flow					$	239				$	(128)
	Capital expenditures						(91)					(144)
	Free cash flow					$	148				$	(272	)

Appendix

Page 10

The following table reconciles adjusted EBITDA to Free cash flow:

			Three Months End
(in millions)				December 31,
			2019				2018
Adjusted EBITDA			$	297			$		176
(+/-) Net equity in earnings				(107)					(82)
(-) Restructuring (cash)				(20)					(23)
(-) Becoming Adient				-					3
(+/-) Net Customer Tooling				6					33
(+/-) Past Due Receivables				11					4
(+/-) Trade Working Capital (Net AR/AP + Inventory)				191					(143)
(+/-) Accrued Compensation				(61)					(36)
(-) Interest paid				(49)					(12)
(+/-) Tax refund/taxes paid				(29)					(21)
(+/-) Other				-					(27)
Operating cash flow				239				(128)
Capital expenditures				(91)					(144)
Free cash flow			$	148			$	(272	)

Appendix

Page 11

Footnote Addendum

1. Corporate-relatedcosts not allocated to the segments include executive office, communications, corporate development, legal and finance.
2. Reflects qualified restructuring charges for costs that are directly attributable to restructuring activities and meet the definition of restructuring under ASC 420 as follows:

Three Months Ended

December 31,

(in millions)			2019				2018
Restructuring charges		$	(2	)		$	(31	)

1. Reflects amortization of intangible assets including those related to partially owned affiliates recorded within equity income.
2. Reflects non-qualified restructuring 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.
3. Other items include:

					Three Months Ended
	(in millions)				December 31,
				2019							2018
	Futuris integration			$	-					$	(1)
	Transaction costs				(1)					-
	Tax adjustments at YFAI				(1)					-
					$	(2	)				$	(1	)
(6) The adjustments to cost of sales include:
					Three Months Ended
	(in millions)				December 31,
			2019								2018
	Restructuring related charges			$		(2)					$	(9)
	Futuris integration					-				(1)
				$		(2	)					$	(10	)
(7) The adjustments to selling, general and administrative costs include:
					Three Months Ended
	(in millions)				December 31,
			2019								2018
	Purchase accounting amortization			$		(9)				$	(10)
	Transaction costs					(1)						-
				$		(10	)				$	(10	)

Appendix

Page 12

(8) The adjustments to loss on business divestitures-net include:

					Three Months Ended
	(in millions)				December 31,
				2019						2018
	Adient Aerospace deconsolidation										$	-
			$	(4)
	Loss on sale of Recaro business				(21)				-
					$	(25	)			$	-
(9) The adjustments to equity income include:
					Three Months Ended
	(in millions)				December 31,
				2019						2018
	Impairment of nonconsolidated partially owned affiliate-YFAI			$	216			$	-
	Purchase accounting amortization				1					-
	Restructuring related charges				3					-
	Tax adjustments at YFAI				1					-
					$	221			$	-
(10) The adjustments to income tax provision (benefit) include:
				Three Months Ended
	(in millions)				December 31,
		2019							2018
	Tax rate change			$		-						$	(7)
	Impairment of nonconsolidated partially owned affiliate-YFAI					(4)						-
	Tax audit settlements					1							-
	Other reconciling items					1							-
				$		(2	)					$	(7	)

(11) Reflects the impact of adjustments, primarily purchase accounting amortization and changes in income tax rates, on noncontrolling interests.