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TRANSCRIPT
June 2020NYSE: TEN
Investor Presentation
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 of historical 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 depend on future events and (ii) statements about our future business plans and strategy and other statements that describe Tenneco’s outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. These forward-looking statements are included in various sections of this communication and the words “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, the proposed separation of DRiV™ from the Powertrain Technology business; future performance improvement plans; future financial and operating results; and other statements that are not historical facts. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements, including the course of the COVID-19 pandemic and its impact on general economic, business and market conditions; our ability (or inability) to execute on our plans to respond to the COVID-19 pandemic and our previously announced Accelerate plan and to realize the anticipated benefits of these actions; our financial flexibility in addressing the impact of the COVID-19 pandemic; our ability to maintain compliance with the agreements governing our indebtedness and otherwise have sufficient liquidity through the COVID-19 pandemic; the possibility that Tenneco may not complete the separation of the Aftermarket & Ride Performance business from the Powertrain Technology business; the possibility that Tenneco will be unable to execute on its strategy and maintain compliance with the covenants in its Credit Agreement; the possibility that the separation may have an adverse impact on existing arrangements with Tenneco, including those related to transition, manufacturing and supply services and tax matters; the ability to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; the risk that the benefits of the separation may not be fully realized or may take longer to realize than expected; the risk that the separation may not advance Tenneco's business strategy; the potential diversion of Tenneco management's attention resulting from the separation; 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 a prediction of actual results. Unless otherwise indicated, the forward-looking statements in this release are made as of the date of this communication, and, except as required by law, Tenneco does not undertake any obligation, and disclaims any obligation, to publicly disclose revisions or updates to any forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its annual report on Form 10-K for the year ended December 31, 2019 and quarterly report on Form 10-Q for the quarter ended March 31, 2020.
In addition, please see Tenneco’s press release issued May 8, 2020 for factors that could cause Tenneco’s future performance to vary from the expectations expressed or implied by the forward-looking statements herein. Please see Tenneco’s press releases issued May 8, 2020 and March 2, 2020 for certain reconciliations of GAAP to non-GAAP results.
Forward-Looking Statements
$2.7
$3.2
$4.4
$4.1
43%
37%
3%
6%
11%
3
Tenneco OverviewDiversified profile with end market and regional scale
58%
22%
20%
ProductApplicationsVA Revenue
RegionsVA Revenue
OE CTOH & Industrial
OE Light Vehicle
Aftermarket
Europe
China
South America
Rest of AP
North America
Operating Segments
VA Revenue
2019 Revenue$17.5B Revenue$14.4B Value-add (VA) Revenue
Ride Performance
Motorparts
Clean Air
Powertrain
DRiVTM
DIVISION
Clean Air/Powertrain
DIVISION
4
Global Manufacturing and Distribution Facilities78,000 global team members
Manufacturing plants- 217
Distribution centers- 41
AMER EMEA APAC
Team members 32,500 30,500 15,000
Manufacturing plants 75 75 67
Distribution centers 16 21 4
Diversified profile – serving global and regional customers
5
Tenneco Business StructureGlobally scaled & focused operating groups
Strategic Focus
Targeted Growth Investments
Product & SystemSolutions
2019 VA Revenue% of TEN
TENNECOClean Air/Powertrain DRiVTM
Clean Air Powertrain Motorparts Ride Performance
$4.1B28%
$4.4B31%
$3.2B22%
$2.7B19%
• Emission controls• Fuel economy• Acoustic performance
• Fuel economy• Emission reduction• Durability
• Chassis - suspension, steering & braking
• Powertrain - sealing, engine, emissions & maintenance
• Advanced & conventional suspensions
• NVH reduction• Braking
• N America & Europe− Priority customer/platform
growth• APAC growth
• N America & Europe − Business line & capacity
optimization• Industrial growth• APAC growth
• Brand & category fortification• Supply chain excellence• Omni channel support• Training & services
• Advanced product lines− Global capability expansion
• Conventional product lines − NA/EMEA capacity
optimization− APAC growth
Large engine (CTOHI) solutions Top 3 regional markets
Advanced Suspension Technologies
& NVH Performance Materials
Performance Focus: Margin Expansion & Cash Generation
6
Reduce Structural Cost
• Execute Accelerate+program
• Lean corporate & operating group structure
Optimize Business Line Portfolio
• Value Stream Simplification
– 80/20 value analytics
• RONA & EVA prioritization
Invest in Growth Targets
• Motorparts – top 3 markets
• Advanced Suspension Technologies
• NVH Performance Materials
• Large engine (CTOHI) solutions
Lower CapitalIntensity
• Improve capex/revenue ratio
• Expand working capital turns
– Inventory driven
Maximizing performance improvement potential
Liquidity, Debt and Covenant Update
7
(1) Includes restricted cash
(1) Includes restricted cash
($ in millions) 3/31/2020
Total Debt $6,012
Cash Balances (1) $770
Net Debt $5,242
LTM Adjusted EBITDA $1,327
Net Leverage Ratio 4.0x
Liquidity of $1.57B as of March 31, 2020, consisting of $770M of cash and undrawn revolver capacity of $800M (on our $1.5B revolving credit facility)
• Drew down remaining revolver subsequent to quarter-end
ADEQUATE LIQUIDITY AND OPERATING FLEXIBILITY *
Covenant amendment in May provides flexibility to operate through downturn
• Updated leverage covenant uses senior secured debt for measurement through Q4 2021− Maximum permitted ratio of 9.5x in Q3 2020 and steps
down thereafter− Up to $750 million of cash can be netted against debt
balance to determine ratio
• Converts back to total net leverage ratio in Q1 2022* Based on current expectations
See reconciliations of GAAP to non-GAAP financial metrics in Tenneco’s press release issued May 8,, 2020.
Confident in liquidity position and ability to manage production recovery*
Building momentum on performance improvement initiatives
Targeting investments to driveprofitable growth
Applying optimization disciplines to enhance returns
Key Takeaways
8
• Heightened focus on working capital management and priority capital expenditures in near-term
• Maximizing opportunity to accelerate enterprise margin performance and cash flow generation, in anticipation oflower industry growth
• Utilizing 80/20 value analytics to optimize our business line portfolio and improve returns
• Leveraging diversified portfolio with advantaged end market and regional scale
• CTOHI content opportunities available globally• Targeted growth investments in Motorparts,
Advanced Suspension and NVH
* Based on current expectations
Clean Air & PowertrainDriving Progress Toward Cleaner, More Efficient Engines
9
10
Clean Air & Powertrain Overview
Global pure-play powertrain supplier, positioned to capture opportunities
50,000Global team
members
21Globally networked
engineering & technical centers
161Manufacturingsites worldwide
$8.5B2019 VA Revenue
Driving Progress Toward Cleaner, More Efficient Engines
39%
39%
2%
6%
14%
North America
Europe
China
South America
Rest of AP
Regions
73%
27%
Product Applications
OE CTOH & Industrial
OE Light Vehicle
12.9%
11.1%
8.7%
8.3%
7.8%4.3%
4.3%
3.7%
3.6%
3.6%
2.9%
2.8%
2.5%
2.3%
2.2%
19.0%
11
Expected growth in CTOH & Industrial further diversifies the business profile
Revenue and Business MixClean Air & Powertrain – 2019 VA Revenue $8.5 billion
Top OE Platforms (Models)
General Motors
Ford Motors
Daimler AG
VW Group
FCABMW
Renault/Nissan/Mitsubishi
Caterpillar
Toyota Motor
Tata Motors
PSA Peugeot Citroen
SAIC Motor
FAW
John Deere
Cummins
Other
Top CustomersVA Rev
8% MQB A/B (Golf, Octavia and Sagitar passenger cars)
3% Ford T3/P552 LD (LD F-150 truck)
3% GM C1XX (Traverse, Enclave and Acadia SUVs)
2% Ford T3/P558 HD (HD Super Duty truck)
2% GM Global Delta/D2XX (Monza passenger car and Equinox SUV)
2% Daimler MRA (E and C class passenger cars)
2% GM K2XX / T1XX LD (LD Silverado and Sierra trucks)
2% BMW LU (X1 and Mini passenger cars)
2% Daimler MFA (CLA and A-Class passenger cars and GLA SUV)
2% GM K2XX / T1XX HD (HD Silverado and Sierra trucks)
2% BMW LK/L7 (3 Series and Z4 passenger cars)
1% RAM DS HD (Ram DS HD truck)
1% GM Global Epsilon/E2XX (Malibu and Regal passenger cars and XT4 SUV )
1% Land Rover PLA-D7u (RR Sport, Discovery and Range Rover SUVs)
1% FCA EVO/CUSW (Jeep Cherokee truck)
Products and Systems Emissions Control Fuel Economy Acoustic Performance
• Thermal management• Criteria pollutant
reduction
• Mass reduction• Efficient use and recovery
of engine exhaust energy
• Passive and active noise management
Selective Catalytic ReductionGasoline & Diesel Particulate Filters
Cold Start Thermal Unit (Active Heating)High Efficiency Urea MixingFabricated ManifoldsClose-Coupled Catalysts
Large Engine Aftertreatment + DosingFull Exhaust Aftertreatment Systems
Exhaust Heat Recovery Systems
Lightweight Compact Systems
Smart SoundActive Electronic ValvesHigh Performance Passive Valves
Cold End Systems
12
Clean Air Segment Key Drivers and TechnologiesProducts and systems that support ICE, HEV and BEV
Products and Systems Emissions Fuel Economy Durability
• Thermal Management• Seal (Oil)
• Friction• Advanced Combustion• Electrification/ Hybridization
• Life (Wear, Fatigue)• Seal (Coolant, Gas, Oil)
Controlled Power Technologies
Heavy-Duty and Light Vehicle Steel Pistons Spark Plugs
Cylinder LinersGaskets
Advanced Gasoline Pistons
Systems Protection
Piston RingsBearingsShaft Seals
ValvesValve Seats and Valve Guides
13
Powertrain Segment Key Drivers and TechnologiesProducts and systems that support ICE, HEV and BEV
2.9
45
14
Tightening Emissions Regulations
CTOH market expands with increasing number of vehicles under regulation
Regulatory-driven growth expected to accelerate through the next decade
Source: PSR production forecast and Tenneco estimates, July 2019
PROJECTED GROWTH OF POWERTRAINS UNDER REGULATION
** Tenneco estimates
• Commercial Truck– 2020-21 / 2023 – China VIa/VIb** – 2020 – India BS VI (skipping BS V)– 2023-2027 – CARB & EPA Low NOx**
• Off-Highway– 2019 – EU Stage V– 2020 – China 4R (equiv. EU Stage 3B + DPF)– 2020/2024 – India BS IV/India BS V
• Light Vehicle– 2017-2025 – US Tier 3– 2017-2021 – Euro 6c/6d Real Driving Emissions– 2020/2023 – China 6a/6b**– 2020 – India BS 6 (skipping BS 5)
• 30% Increase in Light Vehicle VA CPV vs. 2018A• Commercial VA CPV Expansion Higher
CHINA VI CONTENT GROWTH OPPORTUNITY 1.4
2.1 2.7
2019 2022 2025
4.3
6.1
7.7
12%
10%
10%
CAGR
CT: Euro VI
Regulated Off-Hwy
(millions)
CT: Euro VI
Total
Regulated Off-Hwy
15
Commercial Truck Regulatory Path
EMEA • Upcoming CO2 regulation (-15%/-30%) will lead to additional
ATS requirements for NOx reduction and energy recovery • EuroVII regulation is not yet defined but will further strengthen
NOx reduction and PEMS
North America • Cleaner truck initiative will be implemented in two steps (EPA
2024 / 2027) with an expected significant reduction in NOx reduction and the introduction of a severe low load cycle
China • After a successful introduction of CNVI nationwide, authorities
start working on the definition of CNVII, which will most likely follow EUVII targets
South America • Introduction of EUVI for CT in 2022
PRODUCTS/TECHNOLOGIES IN DEVELOPMENT• New modular architectures for CN/IN, NA and EU• CTOH burner• E-heater integration• Next generation mixing
Heavy-Duty Vehicle emission standards expected to reduce average CO2 emissions by
Source: European Commission
-15% in 2015 -30% in 2030At least
Significant Growth Potential in CTOH
16
CTOH regulated diesel volume expected to increase by nearly 3.5 million units by 2025, driven mainly by APAC
North America
South America
China281
477
AMERICAS ASIA PACIFIC
2025 CTOH Production: 1.3MRegulated Diesel 2019: 64%Regulated Diesel 2025: 70%
2025 CTOH Production: 2.1MRegulated Diesel 2019: 77%Regulated Diesel 2025: 77%
2025 CTOH Production: 7.3MRegulated Diesel 2019: 30%Regulated Diesel 2025: 72%
EMEA
India
Japan/Korea
Commercial Truck Off-Highway Engines
142
560335
Europe
Projected Regulated 2025 Units (thousands)
* Source: PSR July 2019 & Tenneco forecasts, Fuel type = Diesel, NG/LPG, excluding emissions compliance = None
888
441
1,0321,399 1,266
1,052
Asia Pacific production is expected to be 2x the Americas and EMEA regions combined
DRiVDriving Advancements for Every Vehicle, Every Ride, Every Race, Every Journey
17
TM
18
DRiV™ Overview
28,000Global team
members
41Global distribution
centers
56Manufacturingsites worldwide
$5.9B2019 VA Revenue
Capabilities with global scale to serve aftermarket and original equipment customers
DRiV™
Driving Advancements for Every Vehicle, Every Ride, Every Race, Every Journey
19
With global reach and scale, and a world-leading stable of automotive brands ranging from the highest level of performance to the broadest everyday use, DRiV is dedicated to helping drivers experience the perfect ride.
As a global leader serving both aftermarket and OE markets, DRiV is dedicated to helping its customers innovate the ride experience in an emerging age of advanced suspension, autonomous driving, shared mobility and electrification.
Upper control arm
Lower control arm
Spring assembly
Ball joint
Bushings
Inner and outer tie rodsHub assembly
Top mount
Linkages
Brake rotors
Dampers
SOLUTIONS PROVIDED FOR
8.0%
5.4%
5.1%
4.9%
3.6%
3.2%
3.0%
2.9%
2.9%
2.5%
2.1%2.0%
1.9%1.9%1.8%
48.8%
Serving Aftermarket and OE Customers GloballyDRiV™– 2019 VA Revenue $5.9 billion
20
38%
53%
9%
Product Applications
OE CTOH
OE Light Vehicle
49%
34%
4%
5%
8%
Regions
China
South America
Rest of AP
North America
Europe
Aftermarket
Top Customers
VW Group
Advance Auto Parts
Ford
GM
O'Reilly Auto Parts
ATR
NAPA
Daimler AG
PEPBoys / AutoPlus
FCAThe Group
ADIAlliance GroupTata
Motors
Other
Renault/Nissan/Mitsubishi
DIVERSIFIED BUSINESS PROFILE• Strong aftermarket counterbalance to
OE market cyclicality
72%
28%
AM
SEGMENT ADJUSTED EBITDA
OE
Motorparts Ride Performance
See reconciliations of GAAP to non-GAAP financial metrics in Tenneco’s press release issued March 2, 2020.
#1 Globally
Motorparts SegmentLeading Aftermarket Product Categories, Brands and Services
21
Global multi-category, multi-brand portfolio of products, services and solutions
• Shock absorbers• Struts and strut assemblies
• Steering and suspension• Wheelend
• Brake pads, shoes, linings• Rotors and drums
• Gaskets• Seals
• Ignition• Underhood service
• Brake pads• Brake shoes, linings• Emission control products
• Suspension links, bushings, mounts, exhaust isolators
• Shocks and struts
PRODUCTS
POSITION 1
PRODUCTS
POSITION 1
#1 North AmericaTop 3 EMEA #1 North America #1 North America
Top 32 North America& EMEATop 3 EMEA#1 Globally #1 South America
1) Market position among branded competitive set.2) For ignition products
Motorparts Segment
22
North America• Vehicles In Operation (VIO) tailwind – VIO aged 6 to 13
years growing 2.9% CAGR through 2025• Opportunity to recapture previous years’ channel conflict
business loss (~$300M)
AFTERMARKET GROWTH OPPORTUNITIES in three priority markets
123119
117 116 116117
122
128
134
138
5161
7386
99112
128140 147 152
NORTH AMERICA
CHINA
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Vehicles 6-13 years old (units, millions)
Europe• Share capture opportunity – Europe business is ~40%
the size of our North America business with a larger VIO
China• China market growth – poised to be the largest
aftermarket in the world by 2025 with low double digit growth in VIO aged 6 to 13 years
Note: based on IHS global LV VIO forecast. Data released 1/31/2020
Ride Performance Segment Elevating the OE Ride Experience
23
BrakingNVH Performance Materials Advanced Suspension Tech Ride Control
Technology GrowthGrowth Engine= Optimize Performance
Selective Growth=
Dedicated to helping drivers experience the perfect ride and delivering advanced suspension technologies that offer performance, comfort and the power to differentiate vehicles.
A global leader in conventional suspension solutions, DRiVTM sells more than 75 million OE shocks and struts globally.
Offers one of the broadest product portfolios of friction products in the market, including solutions for zero-copper frictionmaterials.
Offers a suite of noise vibration and harshness (NVH) solutions with solid coverage across LV and CT markets and electric vehicle platforms
24
NVH Performance Materials Advanced Suspension Technologies
Product & Material Portfolio Expansion
Leading Edge NVH Solutions for Emerging Mobility Market
Targeted Platform and Product Portfolio
Global Market Share Expansion
Regional Expansion & Penetration
Enhance System-level Capabilities
Ride Performance Growth Engines
Engineered solutions provider in NVH isolation and advanced suspension technologies
Appendix
25
Commitment to Corporate Social Responsibility Driving Results
26
Environmental Social
Health and Safety
• 43% of our manufacturing sites are OHSAS 18001 / ISO 45001 certified with select third party audits
• 46% YOY reduction of Lost Day Rate
• 9% YOY reduction of Incident Rate
Product Quality
• 92% of locations certified to IATF 16949
Workforce Diversity
• > 25% US employees diverse / female
• 16,000 diversity partnerships through the Local Job Network
Governance
Board and Leadership• Regular board and governance
refreshment process
• 9 of 11 directors are independent
• 5 of 11 board seats refreshed in last two years
Ethical and Secure Practices• Code of Conduct and Supplier Code of
Conduct are compatible with the UN Declaration of Human Rights and the UN Global Compact principles
• Comprehensive risk-based information security program based on industry best practice frameworks for data security, such as NIST and ISO 27001
• Due diligence process to select vendors that share Tenneco’s values around human rights, ethics and environmental responsibility
• 34% reduction in GHG emissions over the past ten years (before acquisition)
• 8% YOY reduction in emissions intensity of Scope 1 and Scope 2 greenhouse gases
• 81% of global mfg. sites ISO 14001 certified
• Reduction targets set for energy and greenhouse gas emissions, water usage, and hazardous waste generation and disposal
• Product innovations driven by fuel economy standards to reduce CO2 and criteria pollutant emissions
2018 Performance
16.4 Metric Tonnes CO2e
Savings
5 Million Gallons of H2O
Recycled
4.6 Million Pound Waste
Reduction
8% Overall Reduction in
Emissions
Read our 2018 Corporate Social Responsibility Report for details on these and other initiatives
Appendix:
Cost Actions (as of Q1 ‘20 earnings)
27
Accelerate program on track (announced with Q4 2019 earnings)
• Continue to expect $200M annual savings run-rate by end of 2021 • In 2020, $100M YOY benefit including carryover synergy projects• $250M working capital reduction; half in 2020
Further actions to mitigate COVID-19 impacts• Structural cost actions with long-term benefit
‒ Additional headcount reduction; $65M annual savings run-rate• Other temporary cost actions
‒ Q2 salary costs reduced at least 25%; programs in all regions (unpaid furloughs, net pay decreases and available temporary support), with executive leadership team reducing salaries 50% and CEO not taking a salary in Q2
‒ Board of Directors retainer fees reduced 25% for the rest of 2020
Appendix:
Largely variable cost base; ~75% of Cost of Goods Sold is materials and labor
9.6%
8.6%
8.4%
6.1%
5.6%
3.2%3.1%
2.8%2.5%
2.2%2.2%2.1%
1.9%1.9%
1.5%
38.3%
28
Diversified Business ProfileCombined Tenneco – 2019 VA Revenue $14.4 billion
General Motors
Ford Motors
Daimler AG
VW Group
FCA
SAICFAWRenault/ Nissan Mitsubishi
BMW
Other
Top Customers VA revenue
7% MQB A/B (Golf, Octavia and Sagitar passenger cars)
2% Ford T3/P552 LD (LD F-150 truck)
2% GM K2XX / T1XX LD (LD Silverado and Sierra trucks)
2% Ford T3/P558 HD (HD Super Duty truck)
2% GM C1XX (Traverse, Enclave and Acadia SUVs)
1% Daimler MRA (E and C class passenger cars)
1% GM Global Delta/D2XX (Monza passenger car and Equinox SUV)
1% BMW LU (X1 and Mini passenger cars)
1% Daimler MFA (CLA and A-Class passenger cars and GLA SUV)
1% GM K2XX / T1XX HD (HD Silverado and Sierra trucks)
1% BMW LK/L7 (3 Series and Z4 passenger cars)
1% GM Global Epsilon/E2XX (Malibu and Regal passenger cars and XT4 SUV )
1% VW MQB A0 (Polo passenger car and T-Cross SUV)
1% RAM DS HD (Ram DS HD truck)
1% Ford C1 (Focus passenger car; Escape and Kuga SUVs)
TOP OE PLATFORMS (MODELS)
Appendix:
O’Reilly Auto Parts
PSA Peugeot CitroenToyotaTata MotorsAdvance Auto Parts Caterpillar
Full Year 2019 Financial Results
29
(1) Difference between Adjusted EBITDA and Adjusted EBIT.(2) Additions to PP&E, excluding expenditures for software of $27M.(3) See Proceeds from deferred purchase price of factored receivables on the cash flow statement in the Investing
section. Amount is reclassified from Change in receivables in the Cash from operations section.(4) Cash payments for PP&E includes capital expenditures for PP&E and software and includes a non-cash
adjustment for amounts not paid as of the end of the period.
($ millions, except percents and per share data) 2019
Revenue $17,450
VA revenue 14,423
Adjusted EBITDA 1,415
VA adjusted EBITDA margin 9.8%
Interest expense 322
Adjusted noncontrolling interest expense 63
Adjusted EPS $2.98
Adjusted D&A(1) 658
Capital expenditures(2) 713
($ millions) 2019
Cash from operations $444
Deferred proceeds from factored receivables(3) 250
Cash payments for PP&E(4) (744)
Adjusted Free Cash Flow $(50)
Adjusted Free Cash Flow(5)
(5) Adjusted Free Cash Flow represents cash flow from operations, plus the proceeds from factored receivables less the amount of cash payments for property, plant and equipment and software (including a non-cash adjustment for amounts not paid as of the end of the period). Adjusted Free Cash Flow is not a GAAP calculation and should not be considered as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented Adjusted Free Cash Flow because it regularly reviews Adjusted Free Cash Flow a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's Adjusted Free Cash Flow for similar purposes. However, the Adjusted Free Cash Flow measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.
Appendix:
See reconciliations of GAAP to non-GAAP financial metrics in Tenneco’s press release issued March 2, 2020.
Motorparts Segment
30
Steering & Suspension
Shocks & Struts Braking Emissions MaintenanceSealing Engine
Categories
Brands
Shock Absorbers Control Arms Shoes
Strut Assemblies Ball Joints Pads
Bare Strut Tie Rod Ends Rotors
Coil Springs Wheel Bearings Drums
Top Mounts Sway Bar Links Master Cylinders
RC Accessories Hub Assembly
Universal Joints
Head Gaskets Pistons Catalytic Converters Spark Plug
Valve Cover Gaskets Piston Ring Set Exhaust Manifolds Air Filters
Oil Seals Engine Bearings Exhaust Pipes Oil Filters
Other Gaskets Valves Mufflers Cabin Air Filter
Valve-train Batteries
Camshaft Headlamps
Valve Lifters Glow plug
Oil Pump Chemical
Our Categories, Product Lines, Brands Create Depth and Scale
Product lines
Appendix:
OE heritage brings strong culture of engineering, performance and quality
Appendix:
Tenneco Enterprise Financial Profile2019 Actuals & Pro Forma 2018 and 2017 Revenue and Earnings, Recast by Segment
2020 2019 2018 2017($ millions) Q1 Q1 Q2 Q3 Q4 FY Pro forma Pro formaTenneco Revenue
Clean Air $ 1,545 $ 1,779 $ 1,827 $ 1,772 $ 1,743 $ 7,121 $ 6,707 $ 6,216Powertrain 997 1,175 1,133 1,082 1,018 4,408 4,737 4,573Motorparts 706 797 835 794 741 3,167 3,527 3,678Ride Performance 588 733 709 671 641 2,754 2,888 2,686
$ 3,836 $ 4,484 $ 4,504 $ 4,319 $ 4,143 $ 17,450 $ 17,859 $ 17,153
Value-add RevenueClean Air $ 845 $ 1,073 $ 1,050 $ 997 $ 974 $ 4,094 $ 4,207 $ 4,029Powertrain 997 1,175 1,133 1,082 1,018 4,408 4,737 4,573Motorparts 706 797 835 794 741 3,167 3,527 3,678Ride Performance 588 733 709 671 641 2,754 2,888 2,686
$ 3,136 $ 3,778 $ 3,727 $ 3,544 $ 3,374 $ 14,423 $ 15,359 $ 14,966
Adj. EBITDA(1)
Clean Air $ 104 $ 140 $ 168 $ 157 $ 142 $ 607 $ 625 $ 598
Powertrain 90 116 118 109 82 425 532 563Motorparts 73 90 126 121 76 413 448 462Ride Performance 16 31 50 42 34 157 175 205Corporate (44) (50) (48) (42) (47) (187) (153) (185)
$ 239 $ 327 $ 414 $ 387 $ 287 $ 1,415 $ 1,627 $ 1,643Value-add Adj. EBITDA(1) Margin
Clean Air 12.3% 13.0% 16.0% 15.7% 14.6% 14.8% 14.9% 14.8%
Powertrain 9.0% 9.9% 10.4% 10.1% 8.1% 9.6% 11.2% 12.3%Motorparts 10.3% 11.3% 15.1% 15.2% 10.3% 13.0% 12.7% 12.6%Ride Performance 2.7% 4.2% 7.1% 6.3% 5.3% 5.7% 6.1% 7.6%Tenneco Total 7.6% 8.7% 11.1% 10.9% 8.5% 9.8% 10.6% 11.0%
(1) Including noncontrolling interests 31See reconciliations of GAAP to non-GAAP financial metrics at the segment level in Tenneco’s quarterly earnings releases and attachments for 2020 and 2019, and pro forma reconciliations for 2018 and 2017 on pages 32 and 33
Appendix:
FY 2018 Recast Pro Forma(2) Revenue and Adjusted EBITDAReconciliation of GAAP(1) to Non-GAAP Results
32
Pro Forma New Tenneco Pro Forma DRiV
($ millions except per share amounts) Clean Air Powertrain Corporate-New Tenneco New Tenneco Motorparts Ride
PerformanceCorporate-
DRiV DRiV Other/ElimPro Forma
Total Tenneco
Net sales and operating revenues $ 6,707 $ 4,737 - $ 11,444 $ 3,527 $ 2,888 - $ 6,415 - $ 17,859
Less: Substrate sales 2,500 - - 2,500 - - - - - 2,500
Value-add revenues (3) 4,207 4,737 - 8,944 3,527 2,888 - 6,415 - 15,359
EBIT, Earnings (Loss) before interest expense, income taxes and noncontrolling interests 443 184 - 627 276 (56) - 220 (269) 578
Depreciation and amortization of other intangibles 154 243 - 397 96 144 - 240 3 640
Total EBITDA including noncontrolling interests (4) 597 427 - 1,024 372 88 - 460 (266) 1,218
Loss on Sale of Receivables reclass 2 2 4 8 21 1 - 22 - 30
Segment change impact 12 39 (54) (3) (69) 59 (103) (113) 116 -Total EBITDA including noncontrolling interests after reclass and segment change(4) 611 468 (50) 1,029 324 148 (103) 369 (150) 1,248
Adjustments(2)
Restructuring and related expenses 11 7 - 18 13 46 - 59 - 77
Cost reduction initiatives - - - - - 10 - 10 8 18
Acquisition advisory costs - - - - - - - - 96 96
Costs to achieve synergies 3 - - 3 36 11 - 47 12 62
Purchase accounting adjustments - 44 - 44 57 5 - 62 - 106
Anti-dumping duty charge - - - - 16 - - 16 - 16
Environmental charge - - - - - - - - 4 4
Warranty charge - - - - - 5 - 5 - 5
Litigation settlement accrual - - - - - 9 - 9 1 10
Loss on debt modification - - - - - - - - 10 10
Pension charges - - - - - 3 - 3 - 3
Goodwill settlement charge - - - - - 3 - 3 - 3
Purchase price contingency - 5 - 5 - - - - - 5
Transaction related costs - - - - - - - - 14 14
Cost to exit a multiemployer pension plan - 5 - 5 - - - - - 5
Gain (loss) on sale of assets - - - - - (65) - (65) - (65)Charge for extinguishment of dissenting shareholders’ shares - - - - - - - - 5 5
Other - 3 - 3 2 - - 2 - 5
Adjusted EBITDA (5) $ 625 $ 532 $ (50) $ 1,107 $ 448 $ 175 $ (103) $ 520 $ - $ 1,627
Adjusted EBITDA as % of value-add revenue (6) 14.9% 11.2% 12.4% 12.7% 6.1% 8.1% 10.6%
See footnotes on slide 34
Appendix:
FY 2017 Recast Pro Forma(2) Revenue and Adjusted EBITDAReconciliation of GAAP(1) to Non-GAAP Results
33
Pro Forma New Tenneco Pro Forma DRiV
($ millions except per share amounts) Clean Air Powertrain Corporate-New Tenneco New Tenneco Motorparts Ride
PerformanceCorporate-
DRiV DRiV Other/ElimPro Forma
Total Tenneco
Net sales and operating revenues $ 6,216 $ 4,573 - $ 10,789 $ 3,678 $ 2,686 - $ 6,364 - $ 17,153
Less: Substrate sales 2,187 - - 2,187 - - - - - 2,187
Value-add revenues (3) 4,029 4,573 - 8,602 3,678 2,686 - 6,364 - 14,966
EBIT, Earnings (Loss) before interest expense, income taxes and noncontrolling interests 420 234 - 654 394 (42) - 352 (272) 734
Depreciation and amortization of other intangibles 142 254 - 396 92 132 - 224 4 624
Total EBITDA including noncontrolling interests (4) 562 488 - 1,050 486 90 - 576 (268) 1,358
Loss on Sale of Receivables reclass 2 2 - 4 16 1 - 17 - 21
Segment change impact 7 54 (71) (10) (67) 75 (114) (106) 116 -
Total EBITDA including noncontrolling interests after reclass and segment change(4) 571 544 (71) 1,044 435 166 (114) 487 (152) 1,379
Adjustments(2)
Restructuring and related expenses 23 16 - 39 21 23 - 44 1 84
Cost reduction initiatives 4 - - 4 3 12 - 15 3 22
Loss on debt modification - - - - - - - - 5 5
Pension charges / Stock vesting - - - - - - - - 13 13
Goodwill impairment charge - 11 - 11 4 7 - 11 - 22
Antitrust settlement accrual - - - - - - - - 132 132
Warranty settlement - - - - - 7 - 7 - 7
Gain on sale of unconsolidated JV - - - - - - - - (5) (5)
Gain from termination of customer contract - - - - - (6) - (6) - (6)
Warranty release - - - - (4) - - (4) - (4)
Release of deferred purchase price payment - - - - - (3) - (3) - (3)
EBITDA contribution of pending asset sales - (2) - (2) - - - - - (2)
Transaction related costs - 3 - 3 1 - - 1 3 7
Gain (loss) on sale of business - (3) - (3) - - - - - (3)
Gain (loss) on sale of nonconsolidated affiliates - - - - 2 - - 2 - 2
Gain (loss) on sale of assets - (6) - (6) - (1) - (1) - (7)
Adjusted EBITDA (5) $ 598 $ 563 $ (71) $ 1,090 $ 462 $ 205 $ (114) $ 553 $ - $ 1,643
Adjusted EBITDA as % of value-add revenue (6) 14.8% 12.3% 12.7% 12.6% 7.6% 8.7% 11.0%
See footnotes on slide 34
Footnotes to slides 32 - 33
34
(1) U.S. Generally Accepted Accounting Principles.
(2) Tenneco presents pro forma revenues and earnings measures to show what the company’s performance would have been had Federal-Mogul been consolidated with Tenneco for the entirety of 2018. We believe this supplemental information is useful to investors who are trying to understand the results of the entire enterprise, including Federal-Mogul. The Motorparts segment reflects the company’s historical Aftermarket segment plus the Motorparts aftermarket business acquired in the Federal-Mogul acquisition. The Ride Performance segment reflects the company’s historical Ride Performance segment plus the Motorparts OE business acquired in the Federal-Mogul acquisition.
(3) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales. Substrate sales include precious metals pricing, which may be volatile. Substrate sales occur when, at the direction of its OE customers, Tenneco purchases catalytic converters or components thereof from suppliers, uses them in its manufacturing processes and sells them as part of the completed system. While Tenneco original equipment customers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this information to analyze the trend in revenues before these factors. Tenneco believes investors find this information useful in understanding period to period comparisons in the company's revenues.
(4) EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. We have also presented EBITDA including noncontrolling interests to give effect to the reclassification of financing charges on sale of receivables that took place in the first quarter 2019 and to give effective to the impact of the segment changes that occurred in the first quarter of 2019. EBITDA including noncontrolling interests is not a calculation based upon GAAP. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statements of income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrolling interests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze the company's EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.
(5) Tenneco presents the above reconciliation of GAAP to non-GAAP earnings measures primarily to reflect the results in a manner that allows a better understanding of the results of operational activities separate from the financial impact of decisions made for the long-term benefit of the company and other items impacting comparability between the periods. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Using only the non-GAAP earnings measures to analyze earnings would have material limitations because its calculation is based on the subjective determinations of management regarding the nature and classification of events and circumstances that investors may find material. Management compensates for these limitations by utilizing both GAAP and non-GAAP earnings measures reflected above to understand and analyze the results of the business. The company believes investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate from items that may have a disproportionate positive or negative impact on the company's financial results in any particular period.
(6) “Adjusted EBITDA” is EBITDA including noncontrolling interests (after giving effect to the reclassification and segment change described above) and is presented in order to reflect the results in a manner that allows a better understanding of operational activities separate from the financial impact of decisions made for the long term benefit of the company and other items impacting comparability between the periods. Similar adjustments to EBITDA including noncontrolling interests have been recorded in earlier periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. The company believes investors find the non-GAAP information helpful in understanding the ongoing performance of operations separate from items that may have a disproportionate positive or negative impact on the company's financial results in any particular period.
(7) Tenneco presents the above reconciliation in order to reflect Adjusted EBITDA as a percent of both value-add revenues. Presenting Adjusted EBITDA as a percent of value-add revenue assists investors in evaluating the company's operational performance without the impact of substrate sales, which can be volatile.