41
NYSE: TEN Wolfe Research Global Auto Industry Conference January 16, 2019 Detroit, MI

Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

  • Upload
    others

  • View
    1

  • Download
    0

Embed Size (px)

Citation preview

Page 1: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

NYSE: TEN

Wolfe Research Global Auto Industry Conference

January 16, 2019Detroit, MI

Page 2: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

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: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

3

Legacy Tenneco

Page 4: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

From 2000 - 2017, Tenneco has delivered:• Value-add (VA) Revenue* growth outpacing LV industry production• Margin expansion of over 300 bps• Double-digit annual adjusted EPS growth

Proven Track Record of Growth

4

Consistent, better-than-market revenue growth and top quartile ROIC performance

Total Revenue $ 3.5 $ 4.4 $ 5.9 $ 8.2 $ 9.3

Substrate Sales $ 0.4 $ 0.6 $ 1.2 $ 1.9 $ 2.2

VA Revenue ($ billions)

Adjusted EBIT† as a % of VA Revenue

Leading ROIC† Performance

5-year average 22.8%

◆ Source IHS Automotive January 2018 global light vehicles

$7.1B

$6.3B

$4.7B

$3.8B$3.1B

9.1%9.1%

6.6%6.4%6.0%

* Value-add (VA) Revenue is total revenue less substrate sales. See slide 37 for further explanation. † See reconciliations to U.S. GAAP at end of presentation.

Over past 10+ years, TEN outpaced industry production by 2x

Tenneco Revenue (billion)

Industry Production◆

(million) 6%CAGR

3%CAGR

Page 5: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

North America

46%

South America4%

Europe30%

China15%

Rest of AP5%

Regions2017

VA Revenue

Clean Air LV

49%

Ride Performance LV

22%

Aftermarket18%

CTOH11%

ProductApplications

2017VA Revenue

GM13.9%

Ford 13.2%

VW Group7.9%

Daimler 6.3% Tata

5.0% FCA5.0%

SAIC 4.3%

FAW4.3%

Toyota 3.4%

Renault/Nissan 3.4%

Caterpillar 2.6%

PSA 2.1%John Deere 2.0%

NAPA/Alliance 2.0%Advance 1.8%

Other 22.8%

Top Customers2017 Revenue

Diversified Business ProfileLegacy Tenneco

5

• Leading manufacturer and distributor of ride performance and clean air products to aftermarket distribution channels

• Leading market position in NA & Europe• Operates 6 manufacturing sites and 27

distribution centers

Aftermarket - $1.3B (2017 Revenue)

• Leading supplier of ride performance products and systems, serving light vehicle and commercial truck customers

• Operates 28 manufacturing sites and 10 engineering centers

Ride Performance - $1.8B (2017 Revenue)

• Leading supplier of clean air products and systems, serving light vehicle, commercial truck and off-highway customers

• Operates 64 manufacturing sites and 8 engineering centers

Clean Air - $6.2B (2017 Revenue)

Page 6: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

6

Transformational Acquisition

Page 7: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

• One of the world’s leading powertrain component and assembly providers

• Market leading positions across product categories• Operates 87 manufacturing sites

Powertrain - $4.5B (2017 Revenue)

Volkswagen8.7%

General Motors

7.5%Ford

Motor6.3%

Daimler AG5.2%

FCA5.1%

Renault/Nissan3.5%

BMW, 3.1%

Advance Auto Parts 2.8%

O'Reilly Auto Parts 2.5%

PSA Peugeot Citroen 2.5%

NAPA/Alliance 2.3%Cummins 2.3%

ATR 1.8%Toyota 1.4%

Caterpillar 1.4%

Other43.6%

Customers2017 Pro Forma

Revenue

Acquisition of Federal-MogulTransformational, Highly Complementary Asset

7

Federal-Mogul acquisition completed on October 1, 2018

Light Vehicle

49%

Aftermarket30%

CTOH & Industrial

21%

Product Applications2017 Pro Forma

Revenue

North America

44%

South America1%

Europe41%

China8%

India 3%

ROA 3%

Regions2017 Pro Forma

Revenue

• Over 20 market-leading brands in the global vehicle aftermarket• Sells and distributes a broad portfolio of aftermarket products globally• Strong market position in OE braking• Operates 33 manufacturing sites and 33 distribution centers

Motorparts - $3.3B (2017 Revenue)

Page 8: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

GM10.9%

Ford 10.0%

VW Group8.2%

Daimler AG5.8%

FCA 5.1%

Renault/Nissan3.5%

Tata Motors3.1%

Toyota 2.5%

SAIC 2.5%

FAW 2.4%Advance Auto Parts 2.2%

PSA Peugeot Citroen 2.2%BMW 2.2%NAPA/Alliance 2.1%

Caterpillar 2.0%

Other 35.3%

Top Customers2017 Pro Forma

Revenue

Diversified Business ProfilePro Forma Combined Tenneco

8

Diversified business profile enables long-term growth

Light Vehicle

62%

Aftermarket21%

CTOH & Industrial

17%

North America

45%

South America3%

Europe36%

China11%

Rest of AP5%

Product Applications

Regions

Top Platforms (Models)

5% VW MQB/PQ35 (Golf, Jetta, Audi A3 pass cars)

3% Ford T3/P558 HD (Super Duty truck)

2% GM K2XX HD (HD Silverado and Sierra trucks)

2% Ford T3/P552 LD (F-150 truck)

2% GM K2XX LD (LD Silverado and Sierra trucks)

2% GM D2XX/Delta (Cruze pass car, Verano SUV)

2% Daimler MFA (A and B class pass cars)

2% Ford C1 (Focus, Escape and Kuga)

2% Daimler MRA (E and C class pass cars)

1% GM C1XX/Lambda (Enclave and Acadia SUVs)

1% Land Rover PLA-D7u (Range Rover, RR Sport, Discovery)

1% Jaguar PLA-D7a (XF and XS pass cars, F-Pace SUV)

1% GM E2XX/Epsilon (Malibu, Lacrosse, Insignia)

1% VW PQ25/26 (Polo and Jetta pass cars)

1% VW MLB B (Audi A4 pass car, Q5 SUV)

2017Pro FormaRevenue

2017Pro FormaRevenue

Page 9: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

The Combined Tenneco

Realignment and separation unlocks significant shareholder value9

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

Plan to separate into two focused, industry-leading companies

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 10: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Driving Towards Realignment and Separation

10C 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 companies

• Q1 2019 – SpinCo to be named at Q4 earnings

• Q2/Q3 2019 – SEC approval of Form 10 targeted

H2 2019 – expected separation into two publicly traded companies

New Tenneco –Powertrain Technology Company

• Driving progress toward cleaner, more efficient mobility

SpinCo –Aftermarket & Ride Performance Company

• Driving solutions enabling people to move more safely, efficiently and responsibly

Page 11: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

SpinCoAftermarket and Ride Performance Company

Introducing Two Focused, Purpose-Built Companies

11

Unique strategic combination building upon the strength, depth and industry experience of the combined teams

With its world-leading stable of automotive brands ranging from the highest level of performance to the broadest everyday use, SpinCo is dedicated to helping drivers experience the perfect ride. As a global leader serving both manufacturers and the aftermarket, SpinCo is dedicated to help its customers innovate the ride experience in an emerging age of shared mobility and autonomous driving.

The new Tenneco combines the expertise of two companies to create a pure-play powertrain company dedicated to driving cleaner mobility around the globe. The company is committed to building more efficient, more powerful, more sophisticated engines and developing advanced systems to 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

Page 12: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Significant Synergy PotentialAt Least $200M1 Earnings Synergies Expected Within 24 Months

12

Integration on track to achieve forecasted earnings and working capital synergies

Estimated costs to achieve of ~$70 million

1. Net of estimated public company costs.

($ in millions)

Estimated costs to achieve of ~$80 million

Complementary product portfolio reduces level of integration complexity• 80% - 85% of employees unaffected

by integration• No revenue synergies included• No manufacturing synergies included

(footprint/process)

Earnings Synergies• Reduction from 3 to 2 corporate structures

generates majority of G&A savings• Expect 75% earnings synergy run-rate within

one year of close

Working Capital Synergies• Additional one-time working capital synergies

expected of at least $250M• Expect 50% working capital synergy run-rate

within one year of close

Supply Chain

$35G&A and Engineering

$50

Sales and Go-To Market

$30

SpinCo –Aftermarket &

Ride Performance$115

Supply Chain

$40Sales, G&A and Engineering

$45

New Tenneco –Powertrain Technology

$85

Page 13: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Leverage and Financing Expectations

13

SpinCo financing activities on track, according to plan

Leverage Expectations

• Targeting Combined Tenneco net leverage* of ~2.5x by the end of 2019

• Net leverage expectation of future companies at separation (measured at end of 2019)

‒ Expect SpinCo around 3.0x; mid to long-term net leverage goal of 1.5x to 2.0x

‒ Expect New Tenneco around 2.3x; mid to long-term net leverage goal of 1.0x to 1.5x

SpinCo Financing Update

• Current credit facility and bonds will remain with New Tenneco

• Proceeds from SpinCo financing will be primarily used to reduce debt on New Tenneco

• SpinCo financing plan in Q2 2019‒ Bank facility consisting of revolver and

term loan(s)‒ Bond

* Leverage ratio is net debt/LTM Adjusted EBITDA

Page 14: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

14

New TennecoPowertrain Technology Company

Page 15: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

New Tenneco OverviewDriving Progress Toward Cleaner, More Efficient Mobility

15

2017 Pro Forma Revenue $10.7 Billion

Global pure-play powertrain supplier, positioned to capture significant opportunities

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 16: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Diversified Business ProfileNew Tenneco – Powertrain Technology Company

16

Expected growth in CTOH & Industrial further diversifies the business profile

GM14.7%

Ford 12.7%

VW Group8.8%

Daimler 7.8%

FCA6.7%

Renault/Nissan4.3%

Tata Motors

3.8%

Toyota 3.6%

FAW3.3%

PSA Peugeot Citroen3.2%

Caterpillar 3.2%

SAIC 3.1%

BMW 2.6%

John Deere 2.2%

Cummins 1.7%

Other 18.3%

Top Customers2017 Pro Forma

Revenue

Light Vehicle

78%

CTOH & Industrial

22%

North America42%

South America2%

Europe38%

China13%

India 2%

Rest of AP 3%

Product Applications

Regions

2017Pro FormaRevenue

Top Platforms (Models)

6% VW MQB/PQ35 (Golf, Jetta, Audi A3 pass cars)

4% Ford T3/P558 HD (Super Duty truck)

4% GM K2XX HD (HD Silverado, Sierra trucks)

3% Ford T3/P552 LD (F-150 truck)

3% GM D2XX/Delta (Cruze pass car)

3% Daimler MFA (A and B class pass cars)

2% GM C1XX/Lambda (Acadia and Traverse SUVs)

2% Daimler MRA (E and C class pass cars)

2% GM K2XX LD (LD Silverado, Sierra trucks)

2% Land Rover PLA-D7u (Range Rover, RR Sport SUVs)

1% Jaguar PLA-D7a (XF and XS pass cars)

1% Ford C1 (Focus pass car)

1% FCA DS LD (Ram truck)

1% VW PQ25/26 (Polo pass car)

1% GM E2XX/Epsilon (Malibu, Lacrosse pass cars)

2017Pro FormaRevenue

Page 17: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Criteria PollutantsGreenhouse Gases / Fuel Economy FULL SYSTEM

EMISSION CONTROL

Complementary Portfolio Brings Unique Competitive Position

17

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 18: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Significant Ongoing Light Vehicle OpportunityNew Tenneco – Powertrain Technology Company

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

ICE and hybrids expected to be 85%+ of vehicle sales through 2030 18

Page 19: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Significant Expansion OpportunityCommercial Truck and Off-Highway

19

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 20: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Opportunities to Capture Growth

20

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 21: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

21

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 22: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

New Tenneco Financial Profile

22

2019 guidance to be provided at Q4 earnings

1. Represents annual run rate synergies expected to be achieved within 24 months.

Pro Forma 2017 Revenue and Earnings

Pro Forma 2017

Total Revenue

($B)

Value-add Revenue

($B)Adjusted EBITDA

($M)

Tenneco Clean Air $6.2 $4.0 $533 13.2%

F-M Powertrain 4.5 4.5 493 11.0%

Powertrain Technology Company $10.7 $8.5 $1,025 12.1%

Earnings synergies (1) 85

Adjusted EBITDA with synergies $1,110 13.1%

Page 23: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

23

SpinCoAftermarket and Ride Performance Company

Page 24: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

SpinCo – A Driving Force to “Move” People

24

Elevating the Ride Experience

INVESTMENT APPEALS

• Global reach and scale

• System level capabilities for “around the wheel”

• Diversified business profile –60% AM / 40% 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

2017 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 25: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

VW Group7.2%

Advance Auto Parts

6.1%

NAPA/Alliance5.7%

Ford5.5%

O'Reilly Auto Parts4.9%

General Motors4.6%

ATR 3.2%

The Group2.6%

Daimler AG2.5%

FCA 2.2%

ADI 2.1%

Renault/Nissan 2.0%

AutoZone 2.0%Tata Motors 1.9%

PepBoys 1.9%

Other 45.6%

Top Customers2017 Pro Forma

Revenue

Diversified Business ProfileSpinCo – Aftermarket and Ride Performance Company

25

Diversified business profile with nearly 60% aftermarket

Light Vehicle

37%

Aftermarket56%

CTOH7%

North America

51%

South America4%

Europe33%

China7%

India 3%

Rest of AP2%

Product Applications

Regions

2017Pro Forma Revenue

2017Pro Forma Revenue

Top Platforms (Models)

4% VW MQB/PQ35 (Golf, Jetta, Audi A3 pass cars)

2% Ford C1 (Focus, Escape pass cars)

2% GM K2XX LD (Silverado and Sierra trucks)

1% GM E2XX/Epsilon (Malibu pass car)

1% Jaguar PLA-D7a (XF pass car)

1% VW MLB B (Audi A4 pass car)

1% Ford T3/P558 HD (Super Duty truck)

1% FCA Small/SUSW (Jeep Compass SUV)

1% VW PQ75 (Transporter van)

<1% Suzuki Motor B (Swift, Baleno pass cars)

<1% Daimler NCV2 (Vito van)

<1% BMW L7 (2 and 4 Series pass cars)

<1% VW P25/26 (Polo pass car)

<1% Ford C2 (Escort pass car)

<1% Geely SPA (V90 pass car, XC90 SUV)

Page 26: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Accelerating Asia Pacific GrowthSignificant Growth Opportunity for Both AM and OE

26

• 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

Bringing market-leading capabilities to new, high-growth markets

Well-positioned for growth in China

Aftermarket – Motorparts Segment Original Equipment – Ride Performance Segment

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 27: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Motorparts Division: Leading AM Product Lines, Brands and Services

27

Training and ServicesChassis and BrakesAround the Wheel Coverage

Underhood and MaintenanceEngine to Tailpipe Solutions

Global multi-line, multi-brand product and service portfolio

Page 28: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Brands that Elevate the Ride Experience for Aftermarket Installers and Consumers

28

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

Built on more than a century of brand strength – tailoring solutions to markets and customers

Page 29: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

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

29

NVH Performance MaterialsSpinCo 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, SpinCosells 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

BrakingSpinCo 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 30: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Capitalizing on OE Secular Trends –Intelligent Suspension, Autonomous Driving and Mobility

30

25% revenue CAGR opportunity for advanced suspension growth through 202530Source: 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 31: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Proven, Experienced Executive Leadership TeamSpinCo* – Aftermarket and Ride Performance Company

31

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 Proctor & 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 32: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

SpinCo Financial Profile

32

2019 guidance to be provided at Q4 earnings

1. Represents annual run rate synergies expected to be achieved within 24 months.

Pro Forma 2017 Revenue and Earnings

Pro Forma 2017Total

Revenue ($B) Adjusted EBITDA ($M)

TEN Ride Performance $1.8 $142 7.9%

TEN Aftermarket 1.3 193 15.4%

F-M Motorparts 3.3 260 7.9%

Aftermarket & Ride Performance Company $6.4 $595 9.3%

Earnings synergies (1) 115

Adjusted EBITDA with synergies $710 11.1%

Page 33: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

33

Conclusion

Page 34: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Creating Two Focused, Purpose-Built Companies

34

Unlocking value and creating a compelling investment opportunity

INVESTMENT APPEALS

• Global reach and scale

• System level capabilities for “around the wheel”

• Diversified business profile – 60% AM / 40% 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

SpinCoAftermarket and Ride Performance Company

New TennecoPowertrain Technology Company

Page 35: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

35

Appendix

Page 36: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Financial Results Disclaimer

36

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 Earnings Before Interest Expense, Income Taxes, Noncontrolling Interests and Depreciation and Amortization (“EBITDA*”), Value-Add Revenue, Adjusted EBITDA*, Adjusted Earnings Before Interest Expense, Income Taxes and Noncontrolling Interests (“Adjusted EBIT”), Adjusted Earnings Per Share, and Return on Invested Capital. Reconciliations of these non-GAAP financial measures to the comparable GAAP measure are included in this presentation.

* Including noncontrolling interests.

Page 37: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Adjusted EBIT as a Percentage of Value-add Revenue –Reconciliation of Non-GAAP Results

37

(1) Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from substrate sales, which 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 this factor. Tenneco believes investors find this information useful in understanding period to period comparisons in thecompany's revenues.

(2) Generally Accepted Accounting Principles.(3) 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.

(4) Tenneco presents adjusted EBIT as a percentage of value-add revenue to assist investors in evaluating our company’s operational performance without the impact of substrate sales.

$ Millions 2017 2015 2010 2006 2005 2000

Value-add revenue (1) $ 7,087 $ 6,293 $ 4,653 $ 3,755 $ 3,759 $ 3,127

Clean Air substrate sales $ 2,187 $ 1,888 $ 1,284 $ 927 $ 681 $ 401

Total revenue $ 9,274 $ 8,181 $ 5,937 $ 4,682 $ 4,440 $ 3,528

EBIT $ 417 $ 508 $ 281 $ 196 $ 217 $ 122

Adjustments (reflect non-GAAP (2) measures)

Restructuring and related expenses 72 63 19 27 12 61

Pension / post retirement charges 13 4 6 (7) - -

New aftermarket customer changeover costs - - - 6 10 -

Goodwill impairment 11 - - - - -

Reserve for receivables from former affiliate - - - 3 - -

Antitrust settlement accrual 132 - - - - -

Warranty settlement 7 - - - - -

Gain on sale of unconsolidated JV (5) - - - - -

Other non-operational items - - - - - 4

Adjusted EBIT (non-GAAP Financial Measures) (3) $ 647 $ 575 $ 306 $ 225 $ 239 $ 187

Adjusted EBIT as a % of value-add revenue (4) 9.1% 9.1% 6.6% 6.0% 6.4% 6.0%

Page 38: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Adjusted Earnings Per Share –Reconciliation of Non-GAAP Results

38

(1) 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.

2017 2000

Earnings Per Share $ 3.91 $ (1.18)

Adjustments (reflect non-GAAP measures):

Restructuring and related expenses 1.12 1.21

Antitrust settlement accrual 1.61 -

Goodwill impairment 0.20 -

Warranty settlement 0.09 -

Gain on sale of unconsolidated JV (0.08) -

Pension / post retirement charges 0.17 -

Costs related to refinancing 0.02 -

Tax adjustments from US tax reform 0.28 -

Net tax adjustments (0.43) -

Other non-operational items - 0.07

Adjusted Earnings Per Share (1) $ 6.89 $ 0.10

$ Millions

Page 39: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

2012Dec 31

2013Dec 31

2014Dec 31

2015Dec 31

2016Dec 31

2017Dec 31

Short-term Debt $ 113 $ 83 $ 60 $ 86 $ 90 $ 83

Long-term Debt 1,052 1,006 1,055 1,124 1,294 1,358

Redeemable Noncontrolling Interests 15 20 34 41 40 42

Tenneco Inc. Shareholders' Equity 246 432 495 425 573 686

Noncontrolling Interests 45 39 40 39 47 46

Invested Capital $ 1,471 $ 1,580 $ 1,684 $ 1,715 $ 2,044 $ 2,215

Average Invested Capital $ 1,526 $ 1,632 $ 1,700 $ 1,880 $ 2,130

EBIT $ 422 $ 489 $ 508 $ 516 $ 417

Adjustments (reflect non-GAAP (1) measures)(2)

Restructuring and related expenses 78 49 63 36 72

Antitrust settlement accrual - - - - 132

Goodwill impairment - - - - 11

Warranty settlement - - - - 7

Gain on sale of unconsolidated JV - - - - (5)

Bad debt charge - 4 - - -

Pension / post retirement charges / Stock vesting - 32 4 72 13

Adjusted EBIT (non-GAAP financial measure)(2) 500 574 575 624 647

Effective Tax Rate 35.7% 33.7% 32.9% 26.6% 24.5%

Tax effected Adjusted EBIT $ 321 $ 381 $ 386 $ 458 $ 488

Return on Invested Capital (ROIC)(3)

(non-GAAP financial measure)(2) 21.1% 23.3% 22.7% 24.4% 22.9%

5 year Average Invested Capital $ 1,785

5 years Average tax effected Adjusted EBIT 407

5 year Average ROIC 22.8%

Return on Invested Capital –Reconciliation of Non-GAAP Results

39

(1) Generally accepted Accounting Principles(2) Tenneco presents the above reconciliation of non-GAAP results in order to allow a better understanding of our performance.(3) We consider Return on Invested Capital (ROIC) to be a meaningful indicator of our operating performance, and we evaluate ROIC because it measures how effectively we use the capital we invest in our operations. Tenneco defines ROIC as tax effected

Adjusted EBIT divided by Average Invested Capital, which is the beginning and ending balances of debt, equity and noncontrolling interests. See the tabular calculation above.

$ Millions, Unaudited

Page 40: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

1. Generally Accepted Accounting Principles.2. 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.

Adjusted EBITDA –Reconciliation of Non-GAAP Results

40

$ Millions Year Ended December 31, 2017Tenneco Federal Mogul Pro Forma

Net Income $274 $361 $635Interest Expense 73 148 221Income Tax Expense / (Benefit) 70 (190) (120)Depreciation and Amorization 224 398 622

EBITDA $641 $717 $1,357

Adjustments (reflect non-GAAP(1) measures)Restructuring and related expenses 69 37 106Pension and post retirement charges 13 - 13Goodwill and intangible asset impairment 11 11 22Antitrust settlement accrual 132 - 132Warranty settlement 7 - 7Gain on sale of unconsolidated JV (5) - (5)Loss on debt extinguishment - 4 4Gain on sale of assets - (7) (7)Gain from termination of customer contract - (6) (6)Warranty release - (4) (4)Release of deferred purchase price payment - (3) (3)EBITDA contribution of pending asset sales - (2) (2)Other - 6 6

Adjusted EBITDA (non-GAAP Financial Measure)(2) $868 $753 $1,620Powertrain $493Motorparts $260

Page 41: Wolfe Research Global Auto Industry Conference/media/Files/T/... · Daimler MFA (A and B class pass cars) 2%. Ford C1 (Focus, Escape and Kuga) 2%. Daimler MRA (E and C class pass

Reallocation of the Other Segment –Reconciliation of Non-GAAP Results

41

Year Ended December 31, 2017

$ Millions Clean Air Ride Performance Aftermarket Other Total

Total Revenue $ 6,216 $ 1,807 $ 1,251 - $ 9,274Less: Clean Air Substrates (2,187) - - - (2,187)

Value-Add Revenue $ 4,029 $ 1,807 $ 1,251 - $ 7,087

EBIT $ 421 $ 61 $ 178 $ (243) $ 417 Restructuring and related expenses 29 29 10 4 72 Antitrust settlement accrual - - - 132 132 Warranty settlement - 7 - - 7 Gain on sale of unconsolidated JV - - - (5) (5)Goodwill impairment - 7 4 - 11 Pension charges / Stock vesting - - - 13 13

Adjusted EBIT $ 450 $ 104 $ 192 ($99) $ 647Plus: D&A 141 64 19 - 224Less: Restructuring adjustments included in D&A (2) (1) - - (3)

Adjusted EBITDA $ 589 $ 167 $ 211 ($99) $ 868Less: Allocation of Other segment (56) (25) (18) 99 -

Adjusted EBITDA (non-GAAP Financial Measure)1 $ 533 $ 142 $ 193 - $ 868

(1) 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.