Adient : Description Current report filing

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 16, 2019

ADIENT PLC

(Exact name of registrant as specified in its charter)

Ireland

001-37757

98-1328821

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer 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)

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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• ☐ Pre-commencement communications 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 16, 2019, Adient plc issued a news release announcing certain preliminary financial results for the first quarter ended December 31, 2018. The news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Representatives of Adient plc intend to meet with certain investors at various meetings on January 16, 2019. A copy of the presentation materials that may be used during these meetings is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.	Exhibit Description
99.1	Adient plc News Release dated January 16, 2019
99.2	Adient plc Slide Presentation dated January 16, 2019

EXHIBIT INDEX

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 16, 2019

By: /s/ Jeffrey M. Stafeil Name: Jeffrey M. Stafeil

Title: Executive Vice President and Chief Financial Officer 2

Exhibit 99.1

Adient announces preliminary Q1 fiscal 2019 results; initiates discussions to strengthen capital structure

• • Adient to present at the 2019 Deutsche Bank Auto Conference on Jan. 16, 2019

• • Adient to announce Q1FY19 financial results on Feb. 7, 2019

CONTACTS

Media:

PLYMOUTH, Mich., Jan. 16, 2019 - Adient (NYSE: ADNT), a global leader in automotive seating, today reported certain preliminary financial results for the quarter ended Dec. 31, 2018. Revenue in Q1FY19 is expected to be approximately $4,158M versus $4,204M in the prior-year quarter. Q1FY19 Adjusted EBITDA is expected to be approximately $175M, versus Q1 Adjusted EBITDA of $267M in the prior year.

Mary Kay Dodero T+1 [e-mail]

Investors: Mark Oswald T+1 [e-mail] on the current operating environment and the anticipated timing of turnaround actions underway, Adient expects earnings to improve in the second half of FY19 compared with first half FY19. Additional details related to Adient's first quarter results and outlook for the remainder of FY19 will be provided on Feb. 7 during the company's Q1FY19 earnings call.

"After completing a comprehensive assessment during the first 100 days of my tenure, we are taking actions to improve our financial performance, including assembling a strong management team aligned with turning around our business; reducing our overhead spend; and focusing relentlessly on commercial and operational excellence," said Doug Del Grosso, president and chief executive officer. "We expect to see the benefits of these actions gaining momentum in the second half of fiscal 2019 as we work to achieve industry-leading margins over the longer term."

Adient also is continuing to take steps to increase the strength and flexibility of its capital structure to better enable its turnaround. This includes initiating discussions with its bank group to evaluate options to refinance its existing credit facilities, and reviewing various portfolio changes.

Adient to present at the 2019 Deutsche Bank Auto conference on Jan. 16

Adient's president and chief executive officer, Doug Del Grosso, and executive vice president and chief financial officer, Jeff Stafeil, will present at the Deutsche Bank Global Auto Industry Conference in Detroit on Wednesday, Jan. 16, 2019. They are scheduled to present at 9:50 a.m. (ET).

Adient to discuss Q1FY19 financial results on Feb. 7

Adient will host a conference call on Feb. 7, 2019 at 8:30 a.m. (ET) to discuss its first quarter fiscal 2019 financial results. The call will be hosted by Adient's president and chief executive officer, Doug Del Grosso, and executive vice president and chief financial officer, Jeff Stafeil.

Live webcasts of the Deutsche Bank Auto Conference presentation and quarterly earnings conference call will be available on the investor section of the Adient website (http://investors.adient.com/ ).

About Adient:

Adient is a global leader in automotive seating. With 85,000 employees operating in 234 manufacturing/assembly plants in 34 countries worldwide, we produce and deliver automotive seating for all vehicle classes and 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 all the way to engineering and manufacturing - and into more than 25 million vehicles every year. For more information on Adient, please visit 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