j.p. morgan global high yield & leveraged finance conference/media/files/t/... · sales force...

31
NYSE: TEN J.P. Morgan Global High Yield & Leveraged Finance Conference February 25, 2019 Miami, FL

Upload: others

Post on 26-May-2020

0 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

NYSE: TEN

J.P. Morgan Global High Yield & Leveraged Finance Conference

February 25, 2019Miami, FL

Page 2: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 3: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 4: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 5: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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)

Page 6: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 7: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 8: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 9: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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.

Page 10: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

10

New TennecoPowertrain Technology Company

Page 11: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 12: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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)

Page 13: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 14: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 15: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 16: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 17: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 18: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

18

DRiV Incorporated(SpinCo) Aftermarket and Ride Performance Company

Page 19: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 20: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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)

Page 21: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 22: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 23: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 24: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 25: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 26: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 27: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

27

Conclusion

Page 28: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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

Page 29: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

29

Appendix

Page 30: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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.

Page 31: J.P. Morgan Global High Yield & Leveraged Finance Conference/media/Files/T/... · Sales Force and Go To Market Expect 75% run rate by Q3 2019 Goal split • $115M DRiV TM (SpinCo)

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.