PR Newswire | Nov 2, 2020 07:31AM EST

11/02 06:30 CST

Tenneco Reports Third Quarter 2020 ResultsQ3 performance drives cash generation and significant net debt reductionPaid down revolver by $1.1 billion; liquidity of $1.8 billion at quarter end LAKE FOREST, Ill., Nov. 2, 2020

LAKE FOREST, Ill., Nov. 2, 2020 /PRNewswire/ -- Tenneco (NYSE: TEN) today announced results for the third quarter ended September 30, 2020, including the following:

* Revenue of $4.3 billion, down 2% versus prior year, excluding favorable currency of $17 million. Value-add revenue for the third quarter 2020 was $3.3 billion, versus $3.5 billion in the prior year. * The Company reported a net loss for the third quarter 2020 of $499 million, or $(6.12) per diluted share, which included a non-cash tax valuation allowance charge of $523 million. Third quarter 2020 adjusted net income was $27 million, or 33-cents per diluted share. * Third quarter EBIT (earnings before interest, taxes and noncontrolling interests) improved to $236 million versus $148 million in the prior year, and EBIT as a percent of revenue increased 210 basis points to 5.5% versus 3.4% in the prior year. * Adjusted EBITDA was $388 million, up $1 million versus prior year. Adjusted EBITDA as a percent of value-add revenue was 11.8%, 90 basis points higher year-over-year. Earnings performance was driven by operating performance and enhanced contribution from structural and temporary cost savings. * Cash generated from operations of $486 million was primarily driven by strong earnings resiliency, effective working capital management, including with respect to inventories, and a return to more normalized levels of factoring. Disciplined capital spending also benefitted cash performance in the quarter.

"Our third quarter results demonstrate the effectiveness of our operational execution as we leveraged Tenneco's global scale and diversified portfolio to deliver strong cash flow performance and year-over-year margin expansion in the face of the prolonged impact of the COVID pandemic," said Brian Kesseler, Tenneco's chief executive officer. "My thanks to our global team members for their strong execution and commitment to continuous improvement."

Debt and Liquidity UpdateTotal debt of $5.8 billion improved by $1.1 billion compared to second quarter 2020 due to the pay down of the revolving credit facility. Net debt of $5.1 billion improved $429 million compared to the second quarter 2020, and was $123 million lower than the prior year. The Company remains in compliance with all lending covenants.

Liquidity increased to $1.8 billion at September 30, 2020, consisting of total cash balances of $721 million and undrawn revolving credit facility availability of $1.1 billion, compared to liquidity of $1.4 billion on June 30, 2020.

OutlookFor the fourth quarter, Tenneco expects:

* Value-add revenue to be roughly even with the third quarter 2020. The Company's revenue forecast incorporates more conservative light vehicle production assumptions than IHS Markit. * Value-add adjusted EBITDA margin to increase almost 200 basis points on a year-over-year basis. * By year-end 2020, full year capital expenditures of approximately $380 million, and net debt at or below the 2019 year-end level of $5.0 billion.

"The health of our global team members and the safe operation of our facilities remain our top priorities, and we continue to promote healthy behaviors both inside and outside the workplace," added Kesseler. "Our Accelerate+ program is delivering structural cost savings as planned and contributing to improved cash flow and margins, positioning Tenneco to finish 2020 strong with positive momentum."

Earnings Conference Call DetailsThe Company will host a webcast conference call on Monday, November 2, at 10:00 am ET. The purpose of the call is to discuss the Company's financial results for the third quarter 2020, as well as to provide other information regarding matters that may impact the Company's fourth quarter outlook including vehicle build assumptions, margin rate expectations as temporary cost actions cease and cash flow timing.

A live "listen only" webcast and presentation materials will be available on the investor section of the company's website at https://investors.tenneco.com. An archive of the webcast will be available approximately one hour after conclusion of the call for one year.

Telephone participants are encouraged to pre-register for the conference call using the following link: https://dpregister.com/sreg/10147965/d90e9b2872

Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the live operator. Participants may pre-register at any time, including up to and after the call start time.

Those without internet access or unable to pre-register may dial in, using the passcode "Tenneco Inc."PARTICIPANT DIAL IN (TOLL FREE):1-833-366-1121PARTICIPANT INTERNATIONAL DIAL IN:1-412-902-6733

Attachment 1Statements of Income (Loss) - 3 monthsStatements of Income (Loss) - 9 monthsBalance SheetsStatements of Cash Flows - 3 MonthsStatements of Cash Flows - 9 Months

Attachment 2Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 MonthsReconciliation of GAAP to Non-GAAP Earnings Measures - 9 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 9 MonthsReconciliation of Non-GAAP Measures - Debt Net of Cash/Adjusted LTM EBITDA including noncontrolling interestsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures - Original Equipment, Original Equipment Service and Aftermarket Revenue - 3 and 9 MonthsReconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures - 3 Months Reconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures - 9 Months Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - Original Equipment Commercial Truck, Off-Highway, Industrial and other revenues - 3 and 9 Months

About TennecoTenneco is one of the world's leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with 2019 revenues of $17.5 billion and approximately 78,000 team members working at more than 300 sites worldwide. Through our four business groups, Motorparts, Ride Performance, Clean Air and Powertrain, Tenneco is driving advancements in global mobility by delivering technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket.

Visit www.tenneco.com to learn more.

Investors and others should note that Tenneco routinely posts important information on its website and considers the Investor section, www.investors.tenneco.com, a channel of distribution.

About GuidanceRevenue estimates and other forecasted information in this release are based on OE manufacturers' programs that have been formally awarded to the company; programs where Tenneco 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. This information is also based on anticipated vehicle production levels and pricing, including precious metals pricing and the impact of material cost changes. Unless otherwise indicated, our methodology does not attempt to forecast currency fluctuations, and accordingly, reflects constant currency. Certain elements of the restructuring and related expenses, legal settlements, substrate pricing, and other unusual charges we incur from time to time cannot be forecasted accurately. In this respect, we are not able to forecast corresponding GAAP measures without unreasonable efforts on account of these factors and other factors not in our control.

Safe HarborThis press release contains forward-looking statements, including with respect to preliminary third quarter 2020 results. The words "will," "would," "could," "expect," "anticipate," and similar expressions (and variations thereof), identify these forward-looking statements. These forward-looking statements are based on the current expectations of the Company (including its subsidiaries). Because these statements involve risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements.

Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include: general economic, business, market and social conditions, including the effect of the COVID-19 pandemic; disasters, local and global public health emergencies or other catastrophic events, where we or other customers do business, and any resultant disruptions; our ability (or inability) to successfully execute cost reduction, performance improvement and other plans, including our plans to respond to the COVID-19 pandemic and our previously announced accelerated performance improvement plan ("Accelerate"), and to realize the anticipated benefits from these plans; changes in capital availability or costs, including increases in our cost of borrowing (i.e., interest rate increases), the amount of our debt, our ability to access capital markets at favorable rates, and the credit ratings of our debt and our financial flexibility to respond to COVID-19 pandemic; our ability to maintain compliance with the agreements governing our indebtedness and otherwise have sufficient liquidity through the COVID-19 pandemic; our working capital requirements; our ability to source and procure needed materials, components and other products, and services in accordance with customer demand and at competitive prices; the cost and outcome of existing and any future claims, legal proceedings or investigations; changes in consumer demand for our OE products or aftermarket products, prices and our ability to have our products included on top selling vehicles, including any shifts in consumer preferences; the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle parts' longer product lives; changes in automotive and commercial vehicle manufacturers' production rates and their actual and forecasted requirements for our products, due to difficult economic conditions and/or regulatory or legal changes affecting internal combustion engines and/or aftermarket products; our dependence on certain large customers, including the loss of any of our large OE manufacturer customers (on whom we depend for a significant portion of our revenues), or the loss of market shares by these customers if we are unable to achieve increased sales to other OE-customers or any change in customer demand due to delays in the adoption or enforcement of worldwide emissions regulations; the overall highly competitive nature of the automotive and commercial vehicle parts industries, and any resultant inability to realize the sales represented by our awarded book of business (which is based on anticipated pricing and volumes over the life of the applicable program); risks inherent in operating a multi-national Company; damage to the reputation of one or more of our leading brands; industry-wide strikes, labor disruptions at our facilities or any labor or other economic disruptions at any of our significant customers or suppliers or any of our customers' other suppliers; changes in distribution channels or competitive conditions in the markets and countries where we operate; the evolution towards alternative powertrains, including electrification, car and ride sharing, and autonomous vehicles; customer acceptance of new products; our ability to successfully integrate, and benefit from, any acquisitions that we complete; the potential impairment in the carrying value of our long-lived assets, goodwill, and other intangible assets or the inability to fully realize our deferred tax assets; increases in the costs of raw materials or components, including our ability to successfully reduce the impact of any such cost increases through materials substitutions, cost reduction initiatives, customer recovery and other methods; the impact of the extensive, increasing, and changing laws and regulations to which we are subject, including environmental laws and regulations, which may result in our incurrence of environmental liabilities in excess of the amount reserved or increased costs or loss of revenues relating to products subject to changing regulation; and the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.

In addition, statements regarding the Company's ongoing review of strategic alternatives and the potential separation of the Company into a powertrain technology company and an aftermarket and ride performance company constitute forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include (in addition to the risks set forth above): the ability to identify and consummate strategic alternatives that yield additional value for shareholders; the timing, benefits and outcome of the Company's strategic review process; the structure, terms and specific risk and uncertainties associated with any potential strategic alternative; potential disruptions in our business and stock price as a result of our exploration, review and pursuit of any strategic alternatives; the possibility that the Company may not complete a separation of the aftermarket and ride performance business from the powertrain technology business (or achieve some or all of the anticipated benefits of such a separation); the ability to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; the potential diversion of management's attention resulting from a separation; the risk that the combined company and each separate company following a separation will underperform relative to our expectations; the ongoing transaction costs and risk we may incur greater costs following a separation of the business; the risk a spin-off is determined to be a taxable transaction; the risk the benefits of a separation may not be fully realized or may take longer to realize than expected; the risk a separation may not advance our business strategy; and the risk a transaction may have an adverse effect on existing arrangements with us, including those related to transition, manufacturing and supply services and tax matters.

The risks included here are not exhaustive. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. Additional information regarding these risk factors and uncertainties is, and will be, 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 reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020.

Investor inquiries:Linae Golla847-482-5162lgolla@tenneco.com

Rich Kwas248-849-1340rich.kwas@tenneco.com

Media inquiries:Bill Dawson847-482-5807bdawson@tenneco.com

ATTACHMENT 1

TENNECO INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) Unaudited (millions, except per share amounts)



Three Months Ended September 30,

2020 2019

Net sales and operating revenues:

Clean Air - Value-add revenues $958 $997

Clean Air - Substrate sales 961 775

Powertrain 1,007 1,082

Motorparts 730 794

Ride Performance 600 671

Total net sales and operating revenues 4,256 4,319

Costs and expenses:

Cost of sales (exclusive of depreciation and 3,610 3,660 amortization)

Selling, general, and administrative 214 252

Depreciation and amortization 151 165

Engineering, research, and development 67 78

Restructuring charges, net and asset impairments 17 33

Goodwill and intangible impairment charges - 9

Total costs and expenses 4,059 4,197

Other income (expense):

Non-service pension and other postretirement benefit 18 (2) (costs) credits

Equity in earnings (losses) of nonconsolidated affiliates, 9 1 net of tax

Other income (expense), net 12 27

39 26

Earnings (loss) before interest expense, income taxes, and 236 148 noncontrolling interests

Interest expense (68) (79)

Earnings (loss) before income taxes and noncontrolling 168 69 interests

Income tax (expense) benefit (648) 9

Net income (loss) (480) 78

Less: Net income (loss) attributable to noncontrolling 19 8 interests

Net income (loss) attributable to Tenneco Inc. $(499) $70



Basic earnings (loss) per share:

Earnings (loss) per share $(6.12)$0.87

Weighted average shares outstanding 81.5 80.9

Diluted earnings (loss) per share:

Earnings (loss) per share $(6.12)$0.87

Weighted average shares outstanding 81.5 80.9

ATTACHMENT 1

TENNECO INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) Unaudited (millions, except per share amounts)



Nine Months Ended September 30,

2020 2019

Net sales and operating revenues:

Clean Air - Value-add revenues $2,320 $3,120

Clean Air - Substrate sales 2,284 2,258

Powertrain 2,606 3,390

Motorparts 1,995 2,426

Ride Performance 1,524 2,113

Total net sales and operating revenues 10,729 13,307

Costs and expenses:

Cost of sales (exclusive of depreciation and 9,447 11,331 amortization)

Selling, general, and administrative 658 862

Depreciation and amortization 481 503

Engineering, research, and development 199 248

Restructuring charges, net and asset impairments 622 98

Goodwill and intangible impairment charges 383 69

Total costs and expenses 11,790 13,111

Other income (expense):

Non-service pension and other postretirement benefit 20 (8) (costs) credits

Equity in earnings (losses) of nonconsolidated 26 34 affiliates, net of tax

Other income (expense), net 31 43

77 69

Earnings (loss) before interest expense, income taxes, (984) 265 and noncontrolling interests

Interest expense (209) (242)

Earnings (loss) before income taxes and noncontrolling (1,193) 23 interests

Income tax (expense) benefit (453) (5)

Net income (loss) (1,646) 18

Less: Net income (loss) attributable to noncontrolling 42 39 interests

Net income (loss) attributable to Tenneco Inc. $(1,688)$(21)



Basic earnings (loss) per share:

Earnings (loss) per share $(20.75)$(0.25)

Weighted average shares outstanding 81.3 80.9

Diluted earnings (loss) per share:

Earnings (loss) per share $(20.75)$(0.25)

Weighted average shares outstanding 81.3 80.9

ATTACHMENT 1

TENNECO INC. CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (dollars in millions)



September December 30, 2020 31, 2019

Assets

Cash and cash equivalents $ 716 $564

Restricted cash 5 2

Receivables, net 2,783 (a)2,538 (a)

Inventories 1,678 1,999

Prepayments and other current assets 597 632

Other noncurrent assets 3,064 3,864

Property, plant, and equipment, net 2,968 3,627

Total assets $ 11,811 $13,226

Liabilities and Shareholders' Equity

Short-term debt, including current $ 176 $185 maturities of long-term debt

Accounts payable 2,708 2,647

Accrued compensation and employee benefits 370 325

Accrued income taxes 89 72

Accrued expenses and other current 1,178 1,070 liabilities

Long-term debt 5,596 (b)5,371 (b)

Deferred income taxes 90 106

Pension and postretirement benefits 1,129 1,145

Deferred credits and other liabilities 518 490

Redeemable noncontrolling interests 63 196

Tenneco Inc. shareholders' equity (401) 1,425

Noncontrolling interests 295 194

Total liabilities, redeemable noncontrolling$ 11,811 $13,226 interests, and equity





September December 30, 2020 31, 2019

(a) Accounts receivable net of:

Accounts receivable outstanding and $ 923 $1,037 derecognized



(b) Long-term debt composed of:

Revolver Borrowings $ 429 $183

LIBOR plus 2.50% Term Loan A due 2019 1,541 1,608 through 2023 ^(1)

LIBOR plus 3.00% Term Loan B due 2019 1,613 1,623 through 2025

$225 million of 5.375% Senior Notes due 2024223 222

$500 million of 5.000% Senior Notes due 2026495 494

(eu)415 million of 4.875% Euro Fixed Rate 496 479 Notes due 2022

(eu)300 million of Euribor plus 4.875% Euro 355 340 Floating Rate Notes due 2024

(eu)350 million of 5.000% Euro Fixed Rate 428 413 Notes due 2024

Other Debt, primarily foreign instruments 20 13

5,600 5,375

Less: maturities classified as current 4 4

Total long-term debt $ 5,596 $5,371



(1) The interest rate on Term Loan A at December 31, 2019 was LIBOR plus 1.75%

ATTACHMENT 1

TENNECO INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (dollars in millions)



Three Months Ended September 30,

2020 2019

Operating Activities

Net income (loss) $(480)$78

Adjustments to reconcile net income (loss) to cash (used) provided by operating activities:

Goodwill and intangible impairment charges - 9

Depreciation and amortization 151 165

Deferred income taxes 544 (101)

Stock-based compensation 4 7

Restructuring charges and asset impairments, net of cash (11) (2) paid

Change in pension and other postretirement benefit plans (23) (17)

Equity in earnings of nonconsolidated affiliates (9) (1)

Cash dividends received from nonconsolidated affiliates - 18

Loss (gain) on sale of assets - 1

Other (gains) losses 2 -

Changes in operating assets and liabilities:

Receivables (603) (56)

Inventories 11 11

Payables and accrued expenses 782 51

Accrued interest and accrued income taxes 40 54

Other assets and liabilities 78 (53)

Net cash (used) provided by operating activities 486 164

Investing Activities

Proceeds from sale of assets 3 3

Net proceeds from sale of business 3 -

Cash payments for property, plant, and equipment (96) (162)

Proceeds from deferred purchase price of factored 85 56 receivables

Other 2 1

Net cash (used) provided by investing activities (3) (102)

Financing Activities

Proceeds from term loans and notes 47 60

Repayments of term loans and notes (63) (88)

Borrowings on revolving lines of credit 31 2,279

Payments on revolving lines of credit (1,111)(2,294)

Net increase (decrease) in bank overdrafts (50) (4)

Other 11 (1)

Distributions to noncontrolling interest partners (16) -

Net cash (used) provided by financing activities (1,151)(48)

Effect of foreign exchange rate changes on cash, cash 18 (9) equivalents, and restricted cash

Increase (decrease) in cash, cash equivalents, and (650) 5 restricted cash

Cash, cash equivalents, and restricted cash, beginning of 1,371 390 period

Cash, cash equivalents, and restricted cash, end of period$721 $395

Supplemental Cash Flow Information

Cash paid during the period for interest $65 $85

Cash paid during the period for income taxes, net of $39 $39 refunds

Lease assets obtained in exchange for new operating lease $7 $21 liabilities

Non-cash inventory charge due to aftermarket product line $(9) $- exit

Non-cash Investing Activities

Period end balance of accounts payable for property, $79 $118 plant, and equipment

Deferred purchase price of receivables factored in the $102 $156 period

ATTACHMENT 1

TENNECO INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (dollars in millions)



Nine Months Ended September 30,

Operating Activities 2020 2019

Net income (loss) $ (1,646) $18

Adjustments to reconcile net income (loss) to cash (used) provided by operating activities:

Goodwill and intangible impairment charges 383 69

Depreciation and amortization 481 503

Deferred income taxes 302 (115)

Stock-based compensation 13 20

Restructuring charges and asset impairments, net of 529 12 cash paid

Change in pension and other postretirement benefit (49) (49) plans

Equity in earnings of nonconsolidated affiliates (26) (34)

Cash dividends received from nonconsolidated 18 45 affiliates

Loss (gain) on sale of assets (1) -

Other (gains) losses 2 -

Changes in operating assets and liabilities:

Receivables (429) (457)

Inventories 303 112

Payables and accrued expenses 242 99

Accrued interest and accrued income taxes 23 (12)

Other assets and liabilities 10 (147)

Net cash (used) provided by operating activities 155 64

Investing Activities

Acquisitions, net of cash acquired - (158)

Proceeds from sale of assets 8 8

Net proceeds from sale of business 3 22

Cash payments for property, plant, and equipment (308) (541)

Proceeds from deferred purchase price of factored 176 203 receivables

Other 3 -

Net cash (used) provided by investing activities (118) (466)

Financing Activities

Proceeds from term loans and notes 143 171

Repayments of term loans and notes (196) (278)

Debt issuance costs of long-term debt (16) -

Borrowings on revolving lines of credit 4,852 6,804

Payments on revolving lines of credit (4,647) (6,548)

Issuance (repurchase) of common shares (1) (2)

Cash dividends - (20)

Net increase (decrease) in bank overdrafts 9 (12)

Other 10 (2)

Distributions to noncontrolling interest partners (18) (20)

Net cash (used) provided by financing activities 136 93

Effect of foreign exchange rate changes on cash, cash (18) 2 equivalents, and restricted cash

Increase (decrease) in cash, cash equivalents, and 155 (307) restricted cash

Cash, cash equivalents, and restricted cash, beginning566 702 of period

Cash, cash equivalents, and restricted cash, end of $ 721 $395 period

Supplemental Cash Flow Information

Cash paid during the period for interest $ 188 $230

Cash paid during the period for income taxes, net of $ 114 $139 refunds

Lease assets obtained in exchange for new operating $ 61 $54 lease liabilities

Non-cash inventory charge due to aftermarket product $ 73 $- line exit

Non-cash Investing Activities

Period end balance of accounts payable for property, $ 79 $118 plant, and equipment

Deferred purchase price of receivables factored in the$ 197 $208 period

Reduction in assets from redeemable noncontrolling $ 53 $- interest transaction with owner

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) TO NON-GAAP EARNINGS MEASURES^(2) Unaudited (dollars in millions, except per share amounts)



Q3 2020 Q3 2019

Net income Net income Income Net income Net income Income (loss) (loss) tax EBITDA(loss) Per (loss) tax EBITDA attributablePer Shareattributable to(expense)EBIT [(3)] attributableShare attributable to(expense)EBIT [(3)] to Tenneco noncontrolling benefit to Tenneco noncontrolling benefit Inc. interests Inc. interests

Earnings (Loss) $(499) $(6.12)$ 19 $(648) $236$387$ 70 $0.87$ 8 $9 $148$313Measures

Adjustments:

Restructuring and related 23 0.28 - (2) 25 24 22 0.30 2 (7) 31 28 expenses ^(5)

Inventory write-down ^ (9) (0.12) - - (9) (9) - - - - - - (6)

Asset impairments ^3 0.04 - - 3 3 - - - - - - (7)

Acquisition and expected 4 0.06 - - 4 4 23 0.29 - (7) 30 30 separation costs ^(8)

OPEB curtailment ^(21) (0.26) - - (21) (21) - - - - - - (9)

Cost reduction - - - - - - 5 0.05 - (1) 6 6 initiatives ^ (10)

Costs to achieve - - - - - - 5 0.06 - (2) 7 7 synergies ^ (11)

Purchase accounting - - - - - - 10 0.12 - (1) 11 11 charges ^(12)

Goodwill impairment ^ - - - - - - 9 0.12 - - 9 9 (13)

Warranty - - - - - - 1 - - - 1 1 charge ^(14)

Antitrust reserve change in - - - - - - (7) (0.08)- 2 (9) (9) estimate ^ (15)

Brazil tax - - - - - - (14) (0.18)- 8 (22) (22) credit ^(16)

Out of period adjustment ^ - - - - - - 4 0.04 1 - 5 5 (17)

Impairment of assets held - - - - - - 6 0.07 - (2) 8 8 for sale

Net tax adjustments ^526 6.45 - 526 - - (35) (0.43)- (35) - - (18)

Adjusted Net income, EPS, NCI, Tax, $27 $0.33 $ 19 $(124) $238$388$ 99 $1.23$ 11 $(36) $225$387EBIT, and EBITDA ^(4)

Q3 2020

Global Segments

Clean PowertrainMotorpartsRide Total CorporateTotal Air Performance

Net income (loss) $(499)attributable to Tenneco Inc.

Net income (loss) attributable to 19 noncontrolling interests

Net income (480) (loss)

Income tax (expense) (648) benefit

Interest expense (68)

EBIT, Earnings (Loss) before interest expense, income 236 taxes and noncontrolling interests

Depreciation and 151 amortization

Total EBITDA including $149$111 $138 $23 $421$(34) $387 noncontrolling interests ^(3)

Restructuring and related 1 13 (1) 11 24 - 24 expenses^(5)

Inventory - - (9) - (9) - (9) write-down^(6)

Asset - - 3 - 3 - 3 impairments ^(7)

Acquisition and expected (1) - - (2) (3) 7 4 separation costs ^(8)

OPEB curtailment- - - - - (21) (21) ^(9)

Adjusted EBITDA $149$124 $131 $32 $436$(48) $388 ^(4)



Q3 2019

Global Segments

Clean PowertrainMotorpartsRide Total CorporateTotal Air Performance

Net income (loss) $70 attributable to Tenneco Inc.

Net income (loss) attributable to 8 noncontrolling interests

Net income 78 (loss)

Income tax (expense) 9 benefit

Interest expense (79)

EBIT, Earnings (Loss) before interest expense, income 148 taxes and noncontrolling interests

Depreciation and 165 amortization

Total EBITDA including $169$90 $113 $20 $392$(79) $313 noncontrolling interests ^(3)

Restructuring and related 2 11 - 15 28 - 28 expenses^(5)

Acquisition and expected - - - - - 30 30 separation costs ^(8)

Cost reduction initiatives ^ - - - - - 6 6 (10)

Costs to achieve4 - 2 - 6 1 7 synergies ^(11)

Purchase accounting - 8 4 (1) 11 - 11 charges ^(12)

Goodwill impairment - - - 9 9 - 9 charge ^(13)

Warranty charge - - 1 - 1 - 1 ^(14)

Antitrust reserve change (9) - - - (9) - (9) in estimate ^ (15)

Brazil tax (9) - (7) (6) (22) - (22) credit ^(16)

Out of period - - - 5 5 - 5 adjustment ^(17)

Impairment of assets held for - - 8 - 8 - 8 sale

Adjusted EBITDA $157$109 $121 $42 $429$(42) $387 ^(4)

(1) U.S. Generally Accepted Accounting Principles.

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(2) 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.

EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. 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 attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows(3) 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.

Adjusted results are 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 periods. Similar adjustments have(4) 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.

Q3 2020 includes $1 million of depreciation related to restructuring and(5) related expenses and Q3 2019 includes $3 million of accelerated depreciation related to plant closures.

Margin on discontinued product that was previously written-down in connection(6) with the initiative in the Motorparts segment to rationalize its supply chain and distribution network.

(7) Asset impairment charges.

(8) Costs related to acquisitions and costs related to expected separation.

(9) OPEB curtailment as a result of an amended union agreement that eliminates healthcare benefits for future retirees.

(10) Costs related to cost reduction initiatives.

(11) Costs to achieve synergies related to the Acquisitions.

This primarily relates to a non-cash charge to cost of sales for the(12) amortization of the inventory fair value step-up recorded as part of the Acquisitions.

(13) Non-cash asset impairment charge related to goodwill.

(14) Charge related to warranty. Although Tenneco regularly incurs warranty costs, this specific charge is of an unusual nature in the period incurred.

(15) Reduction in estimated antitrust accrual.

(16) Recovery of value-added tax in a foreign jurisdiction.

(17) Inventory losses attributable to prior periods.

(18) Q3 2020 includes non-cash tax valuation allowance charge of $523 million.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) TO NON-GAAP EARNINGS MEASURES^(2) Unaudited (dollars in millions, except per share amounts)



Q3 2020 YTD Q3 2019 YTD

Net income Net income Net income Net income (loss) (loss) Income (loss) (loss) Income attributablePer Share attributable tax EBIT EBITDA attributablePer Shareattributable tax EBIT EBITDA to Tenneco to (expense) [(3)] to Tenneco to (expense) [(3)] Inc. noncontrollingbenefit Inc. noncontrollingbenefit interests interests

Earnings (Loss) $(1,688) $(20.75)$ 42 $(453) $(984)$(503)$ (21) $(0.25)$ 39 $(5) $265$768 Measures

Adjustments:

Restructuring and related 136 1.66 - (35) 171 163 82 1.03 5 (24) 111 102 expenses ^(5)

Inventory write-down ^ 54 0.66 - (19) 73 73 - - - - - - (6)

Asset impairments ^ 396 4.87 7 (100) 503 503 - - - - - - (7)

Acquisition and expected 29 0.37 - (8) 37 37 74 0.91 - (23) 97 97 separation costs ^(8)

OPEB curtailment ^ (21) (0.26) - - (21) (21) - - - - - - (9)

Goodwill and intangible 366 4.51 5 (12) 383 383 69 0.86 - - 69 69 impairment charges ^(10)

Cost reduction initiatives ^ - - - - - - 12 0.14 - (4) 16 16 (11)

Costs to achieve - - - - - - 16 0.20 - (5) 21 21 synergies ^ (12)

Purchase accounting - - - - - - 45 0.56 - (10) 55 55 charges ^(13)

Process harmonization - - - - - - 7 0.09 - (3) 10 10 ^(14)

Warranty - - - - - - 6 0.07 - (2) 8 8 charge ^(15)

Antitrust reserve change- - - - - - (7) (0.08) - 2 (9) (9) in estimate ^ (16)

Brazil tax - - - - - - (14) (0.18) - 8 (22) (22) credit ^(17)

Out of period adjustment ^ - - - - - - 4 0.04 1 - 5 5 (18)

Impairment of assets held - - - - - - 6 0.07 - (2) 8 8 for sale

Noncontrolling interests 11 0.14 (11) - - - - - - - - - adjustments ^ (19)

Net tax adjustments ^ 543 6.67 - 543 - - (41) (0.51) - (41) - - (20)

Adjusted Net income, EPS, NCI, Tax, $(174) $(2.13) $ 43 $(84) $162 $635 $ 238 $2.95 $ 45 $(109) $634$1,128EBIT, and EBITDA ^(4)

Q3 2020 YTD

Global Segments

Clean PowertrainMotorpartsRide Total CorporateTotal Air Performance

Net income (loss) attributable to $(1,688)Tenneco Inc.

Net income (loss) attributable to 42 noncontrolling interests

Net income (loss) (1,646)

Income tax (453) (expense) benefit

Interest expense (209)

EBIT, Earnings (Loss) before interest expense, (984) income taxes and noncontrolling interests

Depreciation and 481 amortization

Total EBITDA including $265$ (21) $46 $(624) $(334)$ (169)$(503) noncontrolling interests ^(3)

Restructuring and related expenses^23 50 19 65 157 6 163 (5)

Inventory - - 73 - 73 - 73 write-down^(6)

Asset impairments- 4 27 455 486 17 503 ^(7)

Acquisition and expected 3 - - (2) 1 36 37 separation costs ^(8)

OPEB curtailment - - - - - (21) (21) ^(9)

Goodwill and intangible - 160 110 113 383 - 383 impairment charges ^(10)

Adjusted EBITDA ^$291$ 193 $275 $7 $766 $ (131)$635 (4)



Q3 2019 YTD

Global Segments

Clean PowertrainMotorpartsRide Total CorporateTotal Air Performance

Net income (loss) attributable to $(21) Tenneco Inc.

Net income (loss) attributable to 39 noncontrolling interests

Net income (loss) 18

Income tax (5) (expense) benefit

Interest expense (242)

EBIT, Earnings (Loss) before interest expense, 265 income taxes and noncontrolling interests

Depreciation and 503 amortization

Total EBITDA including $452$ 303 $268 $1 $1,024$ (256)$768 noncontrolling interests ^(3)

Restructuring and related expenses^21 28 4 48 101 1 102 (5)

Acquisition and expected - - 1 - 1 96 97 separation costs ^(8)

Goodwill impairment charge- - - 69 69 - 69 ^(10)

Cost reduction - - - - - 16 16 initiatives ^(11)

Costs to achieve 5 2 9 2 18 3 21 synergies ^(12)

Purchase accounting - 10 41 4 55 - 55 charges ^(13)

Process harmonization ^ 5 - 5 - 10 - 10 (14)

Warranty charge ^- - 8 - 8 - 8 (15)

Antitrust reserve change in (9) - - - (9) - (9) estimate ^(16)

Brazil tax credit(9) - (7) (6) (22) - (22) ^(17)

Out of period - - - 5 5 - 5 adjustment ^(18)

Impairment of assets held for - - 8 - 8 - 8 sale

Adjusted EBITDA ^$465$ 343 $337 $123 $1,268$ (140)$1,128 (4)

(1) U.S. Generally Accepted Accounting Principles.

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(2) 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.

EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. 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 attributable to Tenneco Inc. or operating income as an indicator of the company's operating performance, or as an alternative to operating cash flows(3) 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.

Adjusted results are 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 periods. Similar adjustments have(4) 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.

Q3 YTD 2020 includes $7 million of accelerated depreciation related to plant(5) closures and $1 million depreciation related to restructuring and related expenses and Q3 YTD 2019 includes $9 million of accelerated depreciation related to plant closures.

(6) Non-cash charge to write-down inventory in the Motorparts segment in connection with its initiative to rationalize its supply chain and distribution network.

(7) Asset impairment charges.

(8) Costs related to acquisitions and costs related to expected separation.

(9) OPEB curtailment as a result of an amended union agreement that eliminates healthcare benefits for future retirees.

(10) Non-cash asset impairment charge related to goodwill and intangibles.

(11) Costs related to cost reduction initiatives.

(12) Costs to achieve synergies related to the Acquisitions.

This primarily relates to a non-cash charge to cost of sales for the(13) amortization of the inventory fair value step-up recorded as part of the Acquisitions.

(14) Charge due to process harmonization.

(15) Charge related to warranty. Although Tenneco regularly incurs warranty costs, this specific charge is of an unusual nature in the period incurred.

(16) Reduction in estimated antitrust accrual.

(17) Recovery of value-added tax in a foreign jurisdiction.

(18) Inventory losses attributable to prior periods.

Amount relates to adjustments made to mark certain redeemable noncontrolling(19) interests to their redemption values.

(20) Q3 YTD 2020 includes non-cash tax valuation allowance charge of $523 million.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) TO NON-GAAP REVENUE MEASURES^(2) Unaudited (dollars in millions except percents)



Q3 2020

Currency Value-add RevenuesSubstrateValue-addImpact onRevenues Sales Revenues Value-addexcluding Revenues Currency

Clean Air $1,919$ 961 $ 958 $ 8 $ 950

Powertrain 1,007 - 1,007 12 995

Motorparts 730 - 730 (10) 740

Ride Performance 600 - 600 8 592

Total Tenneco Inc.$4,256$ 961 $ 3,295$ 18 $ 3,277



Q3 2019

Currency Value-add RevenuesSubstrateValue-addImpact onRevenues Sales Revenues Value-addexcluding Revenues Currency

Clean Air $1,772$ 775 $ 997 $ - $ 997

Powertrain 1,082 - 1,082 - 1,082

Motorparts 794 - 794 - 794

Ride Performance 671 - 671 - 671

Total Tenneco Inc.$4,319$ 775 $ 3,544$ - $ 3,544



Q3 2020 vs. Q3 2019 $ Change and % Change Increase (decrease)

Value-add Revenues % Change Revenues % Change excluding Currency

Clean Air $147 8 % $(47) (5) %

Powertrain (75) (7) % (87) (8) %

Motorparts (64) (8) % (54) (7) %

Ride Performance (71) (11) % (79) (12) %

Total Tenneco Inc. $(63) (1) % $(267) (8) %

(1) U.S. Generally Accepted Accounting Principles.

Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, 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(2) 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.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) TO NON-GAAP REVENUE MEASURES^(2) Unaudited (dollars in millions except percents)



Q3 2020 YTD

Currency ImpactValue-add Revenues Substrate Value-addon Value-add Revenues Sales Revenues Revenues excluding Currency

Clean Air $4,604 $2,284 $2,320 $(27) $2,347

Powertrain 2,606 - 2,606 (49) 2,655

Motorparts 1,995 - 1,995 (56) 2,051

Ride 1,524 - 1,524 (24) 1,548 Performance

Total Tenneco $10,729$2,284 $8,445 $(156) $8,601 Inc.



Q3 2019 YTD

Currency ImpactValue-add Revenues Substrate Value-addon Value-add Revenues Sales Revenues Revenues excluding Currency

Clean Air $5,378 $2,258 $3,120 $- $3,120

Powertrain 3,390 - 3,390 - 3,390

Motorparts 2,426 - 2,426 - 2,426

Ride 2,113 - 2,113 - 2,113 Performance

Total Tenneco $13,307$2,258 $11,049$- $11,049Inc.

Q3 2020 YTD vs. Q3 2019 YTD $ Change and % Change Increase (decrease)

Value-add Revenues % Change Revenues % Change excluding Currency

Clean Air $ (774) (14) % $ (773) (25) %

Powertrain (784) (23) % (735) (22) %

Motorparts (431) (18) % (375) (15) %

Ride Performance (589) (28) % (565) (27) %

Total Tenneco $ (2,578) (19) % $ (2,448) (22) %Inc.

(1) U.S. Generally Accepted Accounting Principles.

Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, 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(2) 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.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF NON-GAAP MEASURES Debt net of total cash / Adjusted LTM EBITDA including noncontrolling interests Unaudited (dollars in millions except ratios)



SeptemberSeptember 30, 2020 30, 2019

Total debt $ 5,772$ 5,569

Total cash, cash equivalents and restricted721 395 cash (total cash)

Debt net of total cash $ 5,051$ 5,174 balances ^(1)

Adjusted LTM EBITDA including noncontrolling $ 922 $ 1,535 interests ^(2) (3)

Ratio of debt net of total cash balances to adjusted LTM EBITDA including 5.5x 3.4x noncontrolling interests ^ (4)



Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q3 2020 LTM

Net income (loss) attributable to Tenneco $ (313)$ (839)$(350)$(499)$(2,001)Inc.

Net income (loss) attributable to 75 13 10 19 117 noncontrolling interests

Net income (loss) (238) (826) (340) (480) (1,884)

Income tax (expense) (14) 94 101 (648) (467) benefit

Interest expense (80) (75) (66) (68) (289)

EBIT, Earnings (Loss) before interest expense, (144) (845) (375) 236 (1,128) income taxes and noncontrolling interests

Depreciation and 170 171 159 151 651 amortization

Total EBITDA including noncontrolling interests ^$ 26 $ (674)$(216)$387 $(477) (2)



Adjustments:

Restructuring and related 36 34 105 24 199 expenses

Inventory write-down ^(5) - - 82 (9) 73

Goodwill and intangible 172 383 - - 555 impairment charges ^(6)

Asset impairments ^(7) - 471 29 3 503

Acquisition and expected 30 25 8 4 67 separation costs ^(8)

Cost reduction initiatives(1) - - - (1) ^(9)

Costs to achieve synergies8 - - - 8 ^(10)

Purchase accounting 2 - - - 2 charges ^(11)

Process harmonization ^ 16 - - - 16 (12)

Pension charges/ (2) - - - (2) adjustments ^(13)

OPEB curtailment ^(14) - - - (21) (21)

Total Adjusted EBITDA including noncontrolling $ 287 $ 239 $8 $388 $922 interests ^(3)



Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q3 2019 LTM

Net income (loss) attributable to Tenneco $ (109)$ (117)$26 $70 $(130) Inc.

Net income (loss) attributable to 17 12 19 8 56 noncontrolling interests

Net income (loss) (92) (105) 45 78 (74)

Income tax (expense) 10 - (14) 9 5 benefit

Interest expense (79) (81) (82) (79) (321)

EBIT, Earnings (Loss) before interest expense, (23) (24) 141 148 242 income taxes and noncontrolling interests

Depreciation and 165 169 169 165 668 amortization

Total EBITDA including noncontrolling interests ^$ 142 $ 145 $310 $313 $910 (2)



Adjustments:

Restructuring and related 17 17 57 28 119 expenses

Goodwill impairment charge3 60 - 9 72 ^(6)

Acquisition and expected 53 40 27 30 150 separation costs ^(8)

Cost reduction initiatives8 8 2 6 24 ^(9)

Costs to achieve synergies49 7 7 7 70 ^(10)

Purchase accounting 106 41 3 11 161 charges ^(11)

Process harmonization ^ - 9 1 - 10 (12)

Pension charges/ 3 - - - 3 adjustments ^(13)

Warranty charge ^(15) - - 7 1 8

Anti-dumping duty charge ^16 - - - 16 (16)

Loss on debt modification 10 - - - 10 ^(17)

Antitrust reserve change - - - (9) (9) in estimate ^(18)

Brazil tax credit ^(19) - - - (22) (22)

Out of period adjustment ^- - - 5 5 (20)

Impairment of assets held - - - 8 8 for sale

Total Adjusted EBITDA including noncontrolling $ 407 $ 327 $414 $387 $1,535 interests ^(3)

Tenneco presents debt net of total cash balances because management believes it is a useful measure of Tenneco's credit position and progress(1) toward reducing leverage. The calculation is limited in that the company may not always be able to use cash to repay debt on a dollar-for-dollar basis.

EBITDA including noncontrolling interests represents income before interest expense, income taxes, noncontrolling interests and depreciation and amortization. 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(2) 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.

Adjusted EBITDA including noncontrolling interests 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(3) 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.

Tenneco presents the above reconciliation of the ratio of debt net of total cash to LTM Adjusted EBITDA including noncontrolling interests to show trends that investors may find useful in understanding the company's ability to service its debt. For purposes of this calculation, Adjusted LTM including noncontrolling interests is used as an indicator of the company's performance and debt net of total cash is presented as an(4) indicator of the company's credit position and progress toward reducing the company's financial leverage. This reconciliation is provided as supplemental information and not intended to replace the company's existing covenant ratios or any other financial measures that investors may find useful in describing the company's financial position. See notes (1), (2) and (3) for a description of the limitations of using debt net of total cash, EBITDA including noncontrolling interests and Adjusted EBITDA including noncontrolling interests.

Non-cash charge to write-down inventory in the Motorparts segment in(5) connection with its initiative to rationalize its supply chain and distribution network.

(6) Non-cash asset impairment charge related to goodwill and intangibles.

(7) Asset impairment charges.

(8) Costs related to acquisitions and costs related to expected separation.

(9) Costs related to cost reduction initiatives.

(10) Costs to achieve synergies related to the Acquisitions.

This primarily relates to a non-cash charge to cost of sales for the(11) amortization of the inventory fair value step-up recorded as part of the Acquisitions.

(12) Charge due to process harmonization.

(13) Charges related to pension derisking and other adjustments.

(14) OPEB curtailment as a result of an amended union agreement that eliminates healthcare benefits for future retirees.

(15) Charge related to warranty. Although Tenneco regularly incurs warranty costs, this specific charge is of an unusual nature in the period incurred.

(16) Charge due to retroactive application of anti-dumping duty on a supplier's products.

(17) Loss on debt modification.

(18) Reduction in estimated antitrust accrual.

(19) Recovery of value-added tax in a foreign jurisdiction.

(20) Inventory losses attributable to prior periods.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) TO NON-GAAP REVENUE MEASURES^(2) Unaudited (dollars in millions)



Q3 2020

Revenues SubstrateValue-add Revenues CurrencyExcludingSales Revenues Currency ExcludingExcluding Currency Currency

Original equipment light $2,691 $35 $2,656 $832 $1,824 vehicle revenues

Original equipment commercial truck, 523 (11) 534 104 430 off-highway, industrial and other revenues

Aftermarket & original 1,042 (7) 1,049 26 1,023 equipment service revenues

Net sales and operating $4,256 $17 $4,239 $962 $3,277 revenues



Q3 2019*

Revenues SubstrateValue-add Revenues CurrencyExcludingSales Revenues Currency ExcludingExcluding Currency Currency

Original equipment light $2,604 $- $2,604 $663 $1,941 vehicle revenues

Original equipment commercial truck, 590 - 590 94 496 off-highway, industrial and other revenues

Aftermarket & original 1,125 - 1,125 18 1,107 equipment service revenues

Net sales and operating $4,319 $- $4,319 $775 $3,544 revenues



Q3 2020 YTD*

Revenues SubstrateValue-add Revenues CurrencyExcludingSales Revenues Currency ExcludingExcluding Currency Currency

Original equipment light $6,371 $(64) $6,435 $1,926 $4,509 vehicle revenues

Original equipment commercial truck, 1,480 (64) 1,544 327 1,217 off-highway, industrial and other revenues

Aftermarket & original 2,878 (60) 2,938 63 2,875 equipment service revenues

Net sales and operating $10,729$(188)$10,917$2,316 $8,601 revenues



Q3 2019 YTD*

Revenues SubstrateValue-add Revenues CurrencyExcludingSales Revenues Currency ExcludingExcluding Currency Currency

Original equipment light $7,937 $- $7,937 $1,896 $6,041 vehicle revenues

Original equipment commercial truck, 1,794 - 1,794 303 1,491 off-highway, industrial and other revenues

Aftermarket & original 3,576 - 3,576 59 3,517 equipment service revenues

Net sales and operating $13,307$- $13,307$2,258 $11,049revenues

* Prior to the second quarter 2020, original equipment service revenues waspreviously classified within original equipment light vehicle revenues andoriginal equipment commercial truck, off-highway, industrial and otherrevenues.

(1) U.S. Generally Accepted Accounting Principles.

Tenneco presents the above reconciliation of revenues in order to reflect value-add revenues separately from the effects of doing business in currencies other than the U.S. dollar. Additionally, 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(2) 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.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) REVENUE AND EARNINGS TO NON-GAAP REVENUE AND EARNINGS MEASURES^(2) UNAUDITED (dollars in millions except percents)



Q3 2020

Global Segments

Clean Air Powertrain MotorpartsRide Total CorporateTotal Performance

Net sales and $1,919 $ 1,007 $ 730 $ 600 $4,256 $- $4,256 operating revenues

Less: Substrate961 - - - 961 - 961 sales

Value-add$958 $ 1,007 $ 730 $ 600 $3,295 $- $3,295 revenues



EBITDA $149 $ 111 $ 138 $ 23 $421 $(34) $387

EBITDA as a % of 7.8 % 11.0 % 18.9 % 3.8 % 9.9 % 9.1 %revenue

EBITDA as a % of 15.6 %'11.0 % 18.9 % 3.8 % 12.8 % 11.7 %value-add revenue



Adjusted $149 $ 124 $ 131 $ 32 $436 $(48) $388 EBITDA

Adjusted EBITDA as7.8 % 12.3 % 17.9 % 5.3 % 10.2 % 9.1 %a % of revenue

Adjusted EBITDA as a % of 15.6 % 12.3 % 17.9 % 5.3 % 13.2 % 11.8 %value-add revenue



Q3 2019

Global Segments

Clean Air Powertrain MotorpartsRide Total CorporateTotal Performance

Net sales and $1,772 $ 1,082 $ 794 $ 671 $4,319 $- $4,319 operating revenues

Less: Substrate775 - - - 775 - 775 sales

Value-add$997 $ 1,082 $ 794 $ 671 $3,544 $- $3,544 revenues



EBITDA $169 $ 90 $ 113 $ 20 $392 $(79) $313

EBITDA as a % of 9.5 % 8.3 % 14.2 % 3.0 % 9.1 % 7.2 %revenue

EBITDA as a % of 17.0 %'8.3 % 14.2 % 3.0 % 11.1 % 8.8 %value-add revenue



Adjusted $157 $ 109 $ 121 $ 42 $429 $(42) $387 EBITDA

Adjusted EBITDA as8.9 % 10.1 % 15.2 % 6.3 % 9.9 % 9.0 %a % of revenue

Adjusted EBITDA as a % of 15.7 % 10.1 % 15.2 % 6.3 % 12.1 % 10.9 %value-add revenue

(1) U.S. Generally Accepted Accounting Principles.

Tenneco presents the above reconciliation of revenues in order to reflect EBITDA and adjusted EBITDA as a percent of both total revenues and value-add revenues. 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(2) 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. Further, presenting EBITDA and adjusted EBITDA as a percent of value-add revenue assists investors in evaluating the company's operational performance without the impact of such substrate sales. See prior pages for a discussion of EBITDA and adjusted EBITDA.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) REVENUE AND EARNINGS TO NON-GAAP REVENUE AND EARNINGS MEASURES^(2) UNAUDITED (dollars in millions except percents)



Q3 2020 YTD

Global Segments

Clean Air Powertrain Motorparts Ride Total CorporateTotal Performance

Net sales and $4,604 $ 2,606 $ 1,995 $ 1,524 $10,729 $- $10,729 operating revenues

Less: Substrate2,284 - - - 2,284 - 2,284 sales

Value-add$2,320 $ 2,606 $ 1,995 $ 1,524 $8,445 $- $8,445 revenues



EBITDA $265 $ (21) $ 46 $ (624) $(334) $(169) $(503)

EBITDA as a % of 5.8 % (0.8) % 2.3 % (40.9) % (3.1) % (4.7) %revenue

EBITDA as a % of 11.4 %'(0.8) % 2.3 % (40.9) % (4.0) % (6.0) %value-add revenue



Adjusted $291 $ 193 $ 275 $ 7 $766 $(131) $635 EBITDA

Adjusted EBITDA as6.3 % 7.4 % 13.8 % 0.5 % 7.1 % 5.9 %a % of revenue

Adjusted EBITDA as a % of 12.5 % 7.4 % 13.8 % 0.5 % 9.1 % 7.5 %value-add revenue



Q3 2019 YTD

Global Segments

Clean Air Powertrain Motorparts Ride Total CorporateTotal Performance

Net sales and $5,378 $ 3,390 $ 2,426 $ 2,113 $13,307 $- $13,307 operating revenues

Less: Substrate2,258 - - - 2,258 - 2,258 sales

Value-add$3,120 $ 3,390 $ 2,426 $ 2,113 $11,049 $- $11,049 revenues



EBITDA $452 $ 303 $ 268 $ 1 $1,024 $(256) $768

EBITDA as a % of 8.4 % 8.9 % 11.0 % - % 7.7 % 5.8 %revenue

EBITDA as a % of 14.5 %'8.9 % 11.0 % - % 9.3 % 7.0 %value-add revenue



Adjusted $465 $ 343 $ 337 $ 123 $1,268 $(140) $1,128 EBITDA

Adjusted EBITDA as8.6 % 10.1 % 13.9 % 5.8 % 9.5 % 8.5 %a % of revenue

Adjusted EBITDA as a % of 14.9 % 10.1 % 13.9 % 5.8 % 11.5 % 10.2 %value-add revenue

(1) U.S. Generally Accepted Accounting Principles.

Tenneco presents the above reconciliation of revenues in order to reflect EBITDA and adjusted EBITDA as a percent of both total revenues and value-add revenues. 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(2) 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. Further, presenting EBITDA and adjusted EBITDA as a percent of value-add revenue assists investors in evaluating the company's operational performance without the impact of such substrate sales. See prior pages for a discussion of EBITDA and adjusted EBITDA.

ATTACHMENT 2

TENNECO INC. RECONCILIATION OF GAAP^(1) REVENUE TO NON-GAAP REVENUE MEASURES^(2) Original equipment commercial truck, off-highway, industrial and other revenues Unaudited (dollars in millions)



Q3 2020

Revenues Substrate Sales Value-add Revenues

Clean Air $262 $ 100 $ 162

Powertrain 203 - 203

Ride Performance 58 - 58

Total Tenneco Inc. $523 $ 100 $ 423



Q3 2019*

Revenues Substrate Sales Value-add Revenues

Clean Air $261 $ 94 $ 167

Powertrain 247 - 247

Ride Performance 82 - 82

Total Tenneco Inc. $590 $ 94 $ 496



Q3 2020 YTD*

Revenues Substrate Sales Value-add Revenues

Clean Air $767 $ 316 $ 451

Powertrain 541 - 541

Ride Performance 172 - 172

Total Tenneco Inc. $1,480 $ 316 $ 1,164



Q3 2019 YTD*

Revenues Substrate Sales Value-add Revenues

Clean Air $850 $ 303 $ 547

Powertrain 676 - 676

Ride Performance 268 - 268

Total Tenneco Inc. $1,794 $ 303 $ 1,491



* Prior to the second quarter 2020, original equipment service revenues relatedto original equipment commercial truck, off-highway, industrial and other werepreviously classified within original equipment commercial truck, off-highway,industrial and other revenues.

(1) U.S. Generally Accepted Accounting Principles.

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(2) 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.

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SOURCE Tenneco Inc.