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NYSE: TEN
J.P. Morgan Global High Yield & Leveraged Finance Conference
February 25, 2019Miami, FL
Safe Harbor
2
This communication contains forward-looking statements. These forward-looking statements include, but are not limited to, (i) all statements, other than statements ofhistorical fact, included in this communication that address activities, events or developments that we expect or anticipate will or may occur in the future or that dependon future events and (ii) statements about our future business plans and strategy and other statements that describe Tenneco’s outlook, objectives, plans, intentions orgoals, and any discussion of future operating or financial performance. These forward-looking statements are included in various sections of this communication and thewords “may,” “will,” “believe,” “should,” “could,” “plan,” “expect,” “anticipate,” “estimate,” and similar expressions (and variations thereof) are intended to identify forward-looking statements. Forward-looking statements included in this communication concern, among other things, benefits of the Federal-Mogul acquisition; the combinedcompany’s plans, objectives and expectations; future financial and operating results; and other statements that are not historical facts. Forward-looking statements aresubject to a number of risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements, including thepossibility that the combined company may not complete the spin-off of the Aftermarket & Ride Performance business from the Powertrain Technology business (orachieve some or all of the anticipated benefits of such a spin-off); the possibility that the acquisition of Federal-Mogul or spin-off may have an adverse impact on existingarrangements with Tenneco, including those related to transition, manufacturing and supply services and tax matters; the ability to retain and hire key personnel andmaintain relationships with customers, suppliers or other business partners; the risk that the benefits of the acquisition of Federal-Mogul or spin-off, including synergies,may not be fully realized or may take longer to realize than expected; the risk that the acquisition of Federal-Mogul or spin-off may not advance Tenneco’s businessstrategy; the risk that the combined company may experience difficulty integrating or separating all employees or operations; the potential diversion of Tennecomanagement’s attention resulting from the transaction; as well as the risk factors and cautionary statements included in Tenneco’s periodic and current reports (Forms 10-K, 10-Q and 8-K) filed from time to time with the SEC. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as aprediction of actual results. Unless otherwise indicated, the forward-looking statements in this release are made as of the date of this communication, and, except asrequired by law, Tenneco does not undertake any obligation, and disclaims any obligation, to publicly disclose revisions or updates to any forward-looking statements.
In addition, please see Tenneco’s financial results press release for factors that could cause Tenneco’s future performance to vary from the expectations expressed orimplied by the forward-looking statements herein.
Forward-Looking Statements
The Combined Tenneco Timeline
Plan to separate into two focused, industry-leading companies3
PRE-CLOSEPRE-OCTOBER 1, 2018
POST-CLOSEOCTOBER 1, 2018
AFTER SEPARATIONEXPECTED H2 2019
Powertrain Technology AM & Ride Performance
$10.7 (VA $8.5)
Tenneco CombinedCoTenneco Federal-Mogul
RP
CA
Motorparts
PowertrainCA
Powertrain
Motorparts
RP
Powertrain
Motorparts(AM/OE)
RP (OE)
$9.3 (VA $7.1)
$ Billions$17.1 (VA $14.9)
$6.4
$7.8
Powertrain: $4.5BMotorparts: $3.3B
Federal-Mogul 2017 Revenues
Clean Air (CA): $6.2BRide Performance (RP): $1.8B Aftermarket (AM) $1.3B
Tenneco 2017 Revenues AM
AM
CA
AM
Tenneco completed the acquisition of Federal-Mogul on October 1, 2018, building on our long-term strategy
2 0 1 7 P R O F O R M A R E V E N U E
AMRP segments will be reported as:• Aftermarket• Original Equipment
Synergy Goals from Federal-Mogul Acquisition
4
On track to achieve synergy goals
Earnings Synergies
E S T I M AT E D C O S T T O A C H I E V E S Y N E R G I E S O F A P P R O X I M AT E LY $ 1 5 0 M
Working Capital Synergies
Run rate goal:75% by Q3 19
$200MRun rate goal
by Q3 2020 Targeted source of savings:• G&A and Engineering
(3 to 2 corporate structures)• Supply Chain• Sales Force and Go To Market
Expect 75% run rate by Q3 2019
Goal split• $115M DRiVTM (SpinCo)• $85M New Tenneco
One-time working capital synergies
Targeted sources of savings:• $125M inventory reduction• $125M accounts payable terms
Expect 50% run rate by Q3 2019
$250MRun rate goal
by Q3 2020
Run rate goal:50% by Q3 19
OE Light Vehicle
63%
Aftermarket19%
OECTOH &
Industrial18%
Diversified Business ProfileCombined Tenneco – 2018 Pro Forma Revenue $17.8 billion
5
Diversified business profile enables long-term growth
North America
44%
South America3%
Europe37%
China11%
Rest of AP5%
Product Applications
Regions
Top OE Platforms (Models)
2018Pro FormaRevenue
2018Pro FormaRevenue
GM10.8%
Ford10.0%
VW Group9.1%
Daimler AG6.5%
FCA 5.2%
Renault/Nissan3.4%
Tata Motors2.9%
SAIC2.8%
BMW2.6%
Caterpillar2.5%FAW
2.4%Toyota2.3%
Advance Auto Parts 2.1%PSA Peugeot Citroën 2.1%
NAPA/Alliance 1.9%
Other 33.4%
Top Customers2018 Pro Forma
Revenue
6% VW MQB/PQ35 (Golf, Octavia, Sagitar pass cars)
3% Ford T3/P558 HD (HD Super Duty truck)
2% Ford T3/P552 LD (LD F-150 truck)
2% GM K2XX HD (HD Silverado and Sierra trucks)
2% GM D2XX/Delta (Cruze pass car; Equinox, Verano SUV)
2% Daimler MRA (E and C class pass cars)
2% GM K2XX LD (LD Silverado and Sierra trucks)
2% GM C1XX/Lambda (Traverse, Enclave and Acadia SUVs)
2% Daimler MFA (CLA and A-Class pass cars and GLA SUV)
1% Land Rover PLA-D7u (RR Sport, Discovery, Range Rover SUVs)
1% GM E2XX/Epsilon (Malibu, Lacrosse, Regal pass cars)
1% BMW LU (X1 and Mini pass cars)
1% Ford C1 (Focus pass car and C-Max van)
1% Jaguar PLA-D7a (Range Rover Velar and F-Pace SUVs)
1% VW MLB B (Audi A4 pass car and Audi Q5 SUV)
Fourth Quarter Highlights – Revenue Pre-Announcement
6
Delivered strong organic growth that outpaced industry production by 10 points
Total revenue of $4.3B, up over 80% in constant currency primarily driven by the completion of the Federal-Mogul acquisition on October 1, 2018
* Organic revenue growth is measured at 2017 constant currency rates and excludes acquisitions and divestitures.
** IHS light vehicle production forecast and Tenneco estimates
– Delivered strong Q4 organic growth of 4%*, outpacing industry light vehicle production**
by 10 percentage points• Light vehicle industry production down 6%**
globally
• Outperformance driven by commercial truck and off-highway organic revenue up 12%*
– Value-Add Revenue of $3.6B, excluding pass-through substrate sales of $631M
VA adjusted EBITDA margin anticipated to be near the low end of the guidance range previously provided for the fourth quarter
Full Year 2019 Outlook
7
Pro forma revenue growth over market of 6 to 7 percentage points
2019TEN
Pro Forma Revenue Walk Pro forma 2019 revenue growth* expected to outpace LV industry production by 6 to 7 percentage points• Combined Tenneco pro forma revenue growth* of 4% to 5%• Light vehicle production expected down 2%** in 2019
* Pro Forma revenue growth is measured at 2018 constant currency rates and includes FM acquisition in prior periods
-2%2018 TEN
2019 TEN
Estimated currency impact
New TennecoGrowth*
~1%*
DRiVTM
Growth*
PRO FORMA
Combined Tenneco growth of 4-5%*
6-7%*
** IHS Feb. 2019 global light vehicle production and Tenneco estimatesSee slide 26 for Tenneco Projections
Driving Towards Realignment and Separation
8
Realignment and separation expected to unlock significant shareholder valueC O N F I D E N T I A L A N D P R O P R I E T A R Y
Next steps to complete spin:
• January 2019‒ CEOs and leadership teams named and in place‒ Reporting as Combined Tenneco, operating
internally as two separate divisions
• February 2019 ‒ SpinCo name/logo announced - DRiV Incorporated‒ New Tenneco logo announced
• Q2/Q3 2019 SEC approval of Form 10 targeted
• Q2/Q3 2019 DRiV financing
New Tenneco –Powertrain Technology Company
• Driving progress toward cleaner, more efficient mobility
DRiV Incorporated –Aftermarket & Ride Performance Company
• Driving advancements that help people get the most out of every vehicle, every ride, every race and every journey
Expected separation into two publicly traded companies in the second half of 2019
DRiVTM (SpinCo)
Aftermarket and Ride Performance Company
Introducing Two Focused, Purpose-Built Companies
9
Unique strategic combination building upon the strength, depth and industry experience of the combined teams
The new Tenneco combines the expertise of two established companies to create a pure-play powertrain leader dedicated to enabling cleaner mobility. By building more efficient, more powerful and more sophisticated powertrain systems, Tenneco’s advanced solutions reduce emissions in traditional and hybrid applications. It will realize growth from increased emission regulations, hybridization and commercial truck and off-highway expansion opportunities.
New TennecoPowertrain Technology Company
Reporting Segments*
• Motorparts (all AM business)• Ride Performance (all OE business)
Reporting Segments*
• Clean Air• Powertrain
*Beginning with Q1 2019 financials
DRiV is a new breed of business, a more than $6 billion start-up, built from the combined strengths of Tenneco, Federal-Mogul and Öhlins Racing. The company’s global scale, stable of well-respected and enduring aftermarket brands and longtime partnerships with the world’s leading OE manufacturers give DRiV a unique competitive advantage.
DRiV is strategically positioned for long term growth, capitalizing on secular trends such as the expansion of vehicles in operation globally, as well as growth in intelligent suspension, new mobility models and the evolution of autonomous driving.
10
New TennecoPowertrain Technology Company
New Tenneco OverviewDriving Progress Toward Cleaner, More Efficient Mobility
11
Global pure-play powertrain supplier, positioned to capture significant opportunities
2018 Pro Forma Revenue $11.4 Billion
Catalytic Converters
Gasoline Particulate Filters Electronic Valve
Pistons
System Protection
Sealing / Heat Shields
Bearings
Ignition
Valves
Full Exhaust Systems
LEADING PORTFOLIO OF PRODUCTS & TECHNOLOGIESINVESTMENT APPEALS
• Pure play creates focus and specialty
• Positioned to capture opportunity from tightening emission standards and regulations
• Positioned to capture significant commercial truck and off-highway opportunity
• Strong cash generation potential provides attractive cash opportunity
GLOBAL FOOTPRINT
• ~50,000 global team members
• 151 manufacturing locations worldwide
• 22 globally networked technology centers
Diversified Business ProfileNew Tenneco – 2018 Pro Forma Revenue $11.4 Billion
12
Expected growth in CTOH & Industrial further diversifies the business profile
OE Light Vehicle
76%
OE CTOH & Industrial
24%
North America41%
South America2%
Europe39%
China13%
Rest of AP5%
Product Applications
Regions
2018Pro Forma Revenue
Top OE Platforms (Models)
2018Pro FormaRevenue
GM14.5%
Ford12.5%
VW Group9.6%
Daimler AG8.5%
FCA6.7%
Renault/Nissan4.2%
Caterpillar3.9%
SAIC3.5%
Tata Motors3.4%
BMW3.3%
Toyota 3.3%
FAW 3.2%
PSA Peugeot Citroën 2.9%
John Deere 2.4%
Cummins 1.8%
Other 16.3%
Top Customers2018 Pro Forma
Revenue
7% VW MQB/PQ35 (Golf, Octavia, Sagitar pass cars)
4% Ford T3/P558 HD (HD Super Duty truck)
4% Ford T3/P552 LD (LD F-150 truck)
4% GM K2XX HD (HD Silverado, Sierra trucks)
3% GM D2XX/Delta (Cruze pass car; Equinox, Verano SUV)
3% Daimler MRA (E and C class pass cars)
3% GM C1XX/Lambda (Traverse, Enclave and Acadia SUVs)
2% Daimler MFA (CLA and A-Class pass cars, GLA SUV)
2% Land Rover PLA-D7u (RR Sport, Discovery, Range Rover SUVs)
2% BMW LU (X1 and Mini pass cars)
2% GM K2XX LD (LD Silverado and Sierra trucks)
1% GM E2XX/Epsilon (Malibu, Lacrosse, Regal pass cars)
1% Toyota MC-M (Sienna van and RAV4 SUV)
1% FCA EVO/CUSW (Jeep Cherokee SUV)
1% Daimler NCV3 (Sprinter Van)
Criteria PollutantsGreenhouse Gases / Fuel Economy FULL SYSTEM
EMISSION CONTROL
Complementary Portfolio Brings Unique Competitive Position
13
System capabilities enable better powertrain efficiency at a lower total system cost
F-M Engine Components Tenneco Hot End Components
Delivering an optimized trade-off between fuel economy and emission control from the cylinder to the tailpipe
MANAGES:• Friction / performance• Combustion temperature• Ignition timing
MANAGES:• Conversion efficiency• Thermal management• Precious metal loading
Regulation Driven
CO PM
NOx
Significant Ongoing Light Vehicle OpportunityNew Tenneco – Powertrain Technology Company
14
ICE and hybrids expected to be over 80% of vehicle sales through 2030
120
100
80
60
40
20
0
97
94%
2018
94
95%
2017
91
96% 79%
15%
6%
2024
110
83%
14%
4%
2023
109
85%
3%1%
2016
90
97%
ICE1
HEV
BEV
Global light vehicle sales volume (M)
2022
105
89%
116
66%
23%
11%
2028
115
70%
21%
9%
20272021
102
92%
2020
99
93%
5%1%
2019 2030
118
61%
26%
13%
2029
114
73%
19%
8%
2026
112
76%
18%
7%
2025
111
1. Includes mild hybrid electric vehicleNote: ICE = internal combustion engine, HEV = hybrid electric vehicle, BEV = battery electric vehicleSource: BCG estimates
• ICEs are a significant portion of vehicles moving forward
• Powertrain technology components support hybridization; increased complexity and content vs. ICE
• Increasing CO2 and criteria pollutant emissions regulations provide organic growth opportunities
• Content per vehicle increases in both cylinder and aftertreatment systems
87% HEV or ICE in 2030
Significant Expansion OpportunityCommercial Truck and Off-Highway
15
CTOH regulated diesel volume to increase by nearly 6 million units by 2030, driven mainly by APAC
North America
South America
China537
504
Americas Asia Pacific2030 CTOH Production: 1.3 millionRegulated Diesel 2018: 57%Regulated Diesel 2030: 93%
2030 CTOH Production: 1.8 millionRegulated Diesel 2018: 62%Regulated Diesel 2030: 94%
2030 CTOH Production: 6.6 millionRegulated Diesel 2018: 15%Regulated Diesel 2030: 89%
EMEA
India
Japan/Korea
Commercial Truck
Off-Highway Engines
129133
757239
Europe
2030 Units (thousands)
Source: PSR April 2018 & Tenneco forecasts, Fuel type = Diesel, NG/LPG, excluding emissions compliance = None
1,180
460
1,0261,578 1,399
1,530
Asia Pacific production is 2x the Americas and EMEA regions combined
Opportunities to Capture Growth
16
Well positioned to further build out the product portfolio in an evolving powertrain market
Demand for improved engine
performance
• Better fuel economy
Tightening criteria pollutant
regulations
• Light vehicle• CTOH
Light vehicle hybridization
trends
• Volume growth
SUMMARY
Commercial truck and off-highway
expansion opportunities
17
Roger Wood• Chief Executive Officer• Over 30 years of experience in the
automotive industry with prior roles including president and Chief Executive Officer of Dana Holding Corporation and president of BorgWarner’s engine group
• Serves on Tenneco Board of Directors and Brunswick Corporation Board of Directors
Rainer Jueckstock• EVP, Powertrain Division• Global responsibility for all aspects of
the Powertrain business including sales, operations and finance
• More than 20 years experience in leadership positions with Federal-Mogul’s global operations, most recently Co-CEO of Federal-Mogul and CEO of Federal-Mogul Powertrain
Patrick Guo• EVP, Clean Air Division• Responsible for continuing Tenneco’s
regulatory-driven growth with light vehicle, commercial truck and off-highway customers worldwide
• Previously EVP, Asia Pacific, for both Clean Air and Ride Performance businesses
Americas37%
EMEA41% Asia Pacific
22%
~50,000 Global Employees % by Region
Ron Hundzinski• Chief Financial Officer, with oversight
of global financial operations• Previously served as Chief Financial
Officer and Executive Vice President of BorgWarner Inc. and has held leadership positions in finance at Emerson Electric, GKN and Meridian Automotive
Proven, Experienced Corporate Team New Tenneco* – Powertrain Technology Company
* Titles reflect our current expectations for the roles that each individual would fulfill, subject to the spinoff occurring and applicable approvals
18
DRiV Incorporated(SpinCo) Aftermarket and Ride Performance Company
DRiVTM – A Driving Force to “Move” People
19
Elevating the Ride Experience
INVESTMENT APPEALS
• Global reach and scale
• System level capabilities for “around the wheel”
• Diversified business profile –54% AM / 46% OE
• Asia Pacific presence and positioning
• Leading AM product lines, brands and services
• OE market trend for ride differentiation technologies drives outsized growth opportunity
Brake pads
Upper control arm
Lower control arm
Strut assembly
Ball joint
Bushings
Inner and outer tie rodsHub assembly
Strut top mount
Linkages Brake rotors
Dampers (not shown)
COMPLETE “AROUND THE WHEEL” PRODUCT OFFERING
2018 Pro Forma Revenue $6.4 Billion
GLOBAL FOOTPRINT
• ~31,000 global team members
• 63 manufacturing locations worldwide
• 66 distribution centers
• 29 globally networked technology centers
SOLUTIONS PROVIDED FOR
VW Group8.2%
Advance Auto Parts
5.9% Ford5.5%
NAPA/Alliance5.3%
GM4.2%
O'Reilly Auto Parts3.8%
ATR3.4%
Daimler AG3.0%
The Group2.6%
FCA2.5%
Tata Motors 2.1%
Autoplus 2.1%
ADI 2.0%
Renault/Nissan 1.9%AutoZone 1.7%
Other 45.8%
Top Customers2018 Pro Forma
Revenue
Diversified Business ProfileDRiVTM – 2018 Pro Forma Revenue $6.4 Billion
20
Diversified business profile with more than 50% aftermarket
OE Light Vehicle
38%
Aftermarket54%
OE CTOH8%
North America
49%
South America4%
Europe35%
China7%
Rest of AP5%
Product Applications
Regions
2018Pro Forma Revenue
2018Pro Forma Revenue
Top OE Platforms (Models)
5% VW MQB/PQ35 (Golf, Tiguan, Octavia pass cars)
2% GM K2XX LD (LD Silverado and Sierra trucks)
1% Ford C1 (Focus pass car, Escape and Kuga SUVs)
1% GM E2XX/Epsilon (Malibu, Lacrosse, Insignia pass cars)
1% Jaguar PLA-D7a (XF and XE pass cars, F-Pace SUV)
1% Suzuki Motor B (Swift and Baleno pass cars)
1% Ford T3/P558 HD (HD Super Duty truck)
1% VW MLB B (Audi A4 and A5 pass cars)
1% FCA Small/SUSW (Jeep Compass)
1% VW MQB A0 SUV (T-Cross and Arona SUVs)
1% VW PQ75 (Transporter van)
1% BMW L7 (2 Series and 3 Series pass cars)
1% Daimler NCV2 (Vito and Viano vans)
1% FCA JK/JL (Jeep Wrangler SUV)
1% Ford B2E (Aspire pass car)
Accelerating Asia Pacific GrowthSignificant Growth Opportunity for Both AM and OE
21
Bringing market-leading capabilities to new, high-growth markets
• Combined strong “house of brands” expected to capture growth in China‒ Shared investments in salesforce & distribution
‒ Product line & coverage
‒ Combined brand power & OE pedigree
‒ Wear and tear products (e.g. brake pads) can provide earlier entry into market
• Investing for growth in China through brand building, distributor development and supply chain footprint
1950 1960 1970 1980 1990 2000 2010 2020 2025 2030
Global Vehicles in Operation (VIO)Unprecedented growth expected over next 15 yearsled by China
Source: OCIA, Frost & Sullivan
Well-positioned for growth in China
Motorparts Segment – Aftermarket Ride Performance Segment – Original Equipment
China forecast to be largest AM market by 2025
• Leverage global “around the wheel” product portfolio, including advanced suspension as the market matures
• Expand manufacturing presence and capabilities to meet market demand
‒ Competitive supply chain footprint‒ Continued investment for better than end
market growth
China and India light vehicle growth opportunity
Motorparts Division: Leading AM Product Lines, Brands and Services
22
Global multi-line, multi-brand product and service portfolio
Training and ServicesChassis and BrakesAround the Wheel Coverage
Underhood and MaintenanceEngine to Tailpipe Solutions
Brands that Elevate the Ride Experience for Aftermarket Installers and Consumers
23
Built on more than a century of brand strength – tailoring solutions to markets and customers
PREMIER AFTERMARKET “HOUSE OF BRANDS” PERFORMANCE SOLUTIONS AND TECHNOLOGY
High performance solutions delivered through technology and performance brands, including
Monroe Intelligent Suspension and Öhlins
Products Position• Shocks and struts• Suspension systems #1 Globally
• Steering, hubs• Driveline
#1 North America#3 EMEA
• Brake pads, shoes, linings• Rotors and drums #1 North America
• Gaskets• Seals #1 Globally
• Underhood service• Ignition #3 Globally
• Brake pads, shoes, linings #2 EMEA
• Emission control products #1 NA & EMEA
• Suspension links, bushings, mounts, exhaust isolators
• Shocks and struts#1 South America
The Ride Performance division helps drivers experience the perfect ride, delivering advanced suspension technologies that offer performance, comfort and the power to differentiate vehicles.
Ride Performance Division: Elevating the OE Ride Experience
24
NVH Performance MaterialsDRiVTM offers a suite of noise vibration and harshness (NVH) solutions that are critical to electric vehicle development.
Conventional Ride ControlA global leader in conventional suspension solutions, DRiVTM
sells more than 75 million OE shocks and struts globally.
Advanced SolutionsMonroe® Intelligent Suspension products meet the growing demand from manufacturers and consumers for advanced suspension systems.
Scalable architecture
Advanced Suspension Technologies
BrakingDRiV offers one of the broadest product portfolios of friction products in the market, including solutions for zero-copper friction materials.
Performance TechnologiesPremium OE automotive and motorsports performance products that offer enhanced portfolios in the broader mobility market.
External valves
Internal valves
Capitalizing on OE Secular Trends –Intelligent Suspension, Autonomous Driving and Mobility
25
25% revenue CAGR opportunity for advanced suspension growth through 202525Source: IHS database and Tenneco analysis
Increasing demand for advanced suspension technologies to differentiate ride• Expect advanced suspension to grow from 2% to more than 15% of LV production by 2025,
representing >40% of available market in 2025
• Autonomous driving trend drives additional opportunities
RID
E P
ERFO
RM
AN
CE
More than6xAC TIVE S US PENSION
Average4xS EMI-ACTIVE S US PENSION
$50-$60CON VENTIONAL S US PENSION
A segment F segment
Content per Vehicle
Proven, Experienced Executive Leadership TeamDRiVTM, Inc.* – Aftermarket and Ride Performance Company
26
Dr. Ben Patel• SVP and Chief Technology
Officer• Responsible for developing
the global technology and product leadership strategy
• Joined Tenneco from GE, serving in leadership roles as chemist and senior scientist
Brad Norton• EVP and President, Ride Performance• Leads sales and operations for global
OE ride performance business• More than 25 years global automotive
experience in OE and aftermarket, most recently as CEO of Federal-Mogul Motorparts
Ernie Keith• SVP and Chief Supply Chain
Officer• Responsible for supply
chain global excellence• Significant experience with
global companies with complex supply chain organizations
Scott Usitalo• SVP and Chief Marketing Officer• Leads brand and marketing
strategies for global business• More than 30 years of brand
marketing experience, most recently with The Kimberly-Clark Company and previously in global marketing roles with Procter & Gamble
Americas53%
EMEA34%
Asia Pacific13%
~31,000 Global Team Members % by Region
Our Driving Force is Our People
Brian Kesseler• Chief Executive Officer, previously
Chief Operating Officer of Tenneco• Distinguished career within the
automotive industry; prior roles include former president of Johnson Controls Power Solutions with a focus on aftermarket
• Serves on Tenneco Board of Directors
Jason Hollar• EVP and Chief Financial Officer • Previously served as Chief
Financial Officer of Sears Holdings Corporation, and vice president, finance of Delphi Automotive’s powertrain systems division
* Titles reflect our current expectations for the roles that each individual would fulfill, subject to the spinoff occurring and applicable approvals
27
Conclusion
DRiVTM(SpinCo)
Aftermarket and Ride Performance CompanyNew TennecoPowertrain Technology Company
Creating Two Focused, Purpose-Built Companies
28
Unlocking value and creating a compelling investment opportunity
INVESTMENT APPEALS
• Global reach and scale
• System level capabilities for “around the wheel”
• Diversified business profile – 54% AM / 46% OE
• Asia Pacific presence and positioning
• Leading AM product lines, brands and services
• OE market trend for ride differentiation technologies drives outsized growth opportunity
INVESTMENT APPEALS
• Pure play creates focus and specialty
• Positioned to capture opportunity from tightening emission standards and regulations
• Positioned to capture significant commercial truck and off-highway opportunity
• Strong cash generation potential provides attractive cash opportunity
29
Appendix
Financial Results Disclaimer
30
Use of Non-GAAP Financial Information
In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included in this presentation, the company has provided information regarding certain non-GAAP financial measures. These measures include Pro Forma Revenue. Reconciliations of these non-GAAP financial measures to the comparable GAAP measure are included in this presentation.
Tenneco Projections
31
Tenneco’s revenue outlook for 2019 is as of February 2018. Revenue assumptions are based on projected customer production schedules, IHS Automotive February 2019 forecasts, Power Systems Research January 2019 forecasts and Tenneco estimates.
In addition, Tenneco’s projections are based on the type of information set forth under “Outlook” in Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as set forth in Tenneco’s Annual Report on Form 10-K for the year ended December 31, 2017. Please see that disclosure for further information. Key additional assumptions and limitations described in that disclosure include:
• Projections are based on original equipment manufacturers’ programs that have been formally awarded to the company; programs where the company is highly confident that it will be awarded business based on informal customer indications consistent with past practices; and Tenneco’s status as supplier for the existing program and its relationship with the customer.
• Projections are based on the anticipated pricing of each program over its life.
• Except as otherwise indicated, projections assume a fixed foreign currency value. This value is used to translate foreign business to the U.S. dollar.
• Projections are subject to increase or decrease due to changes in customer requirements, customer and consumer preferences, the number of vehicles actually produced by our customers, and pricing.
Certain elements of the restructuring and related expenses, legal settlements and other unusual charges we incur from time to time cannot be forecasted accurately. In this respect, we are not able to forecast EBIT or EBITDA (and the related margins) on a forward-looking basis without unreasonable efforts on account of these factors and the difficulty in predicting GAAP revenues (for purposes of a margin calculation) due to variability in production rates and volatility of precious metal pricing in the substrates that we pass through to our customers.