PR Newswire | Feb 24, 2021 07:01AM EST

Margin Expansion And Debt Reduction

02/24 06:00 CST

Tenneco Fourth Quarter 2020 Performance Results In Strong Cash Generation, Margin Expansion And Debt Reduction LAKE FOREST, Ill., Feb. 24, 2021

LAKE FOREST, Ill., Feb. 24, 2021 /PRNewswire/ -- Tenneco (NYSE: TEN) today announced results for the fourth quarter and full year ended December 31, 2020, including the following:

* Fourth quarter 2020 revenue of $4.7 billion was up 12% year-over-year. Value-add revenue for the fourth quarter 2020 was $3.6 billion, or 4% higher versus last year, excluding currency impact of $76 million. * The Company reported net income for the fourth quarter 2020 of $167 million, or $2.03 per diluted share, and adjusted net income for the fourth quarter 2020 of $138 million, or $1.68 per diluted share. * Fourth quarter 2020 EBIT* improved by $404 million to $260 million, versus a loss of $144 million in the prior year, and EBIT as a percent of revenue increased 910 basis points to 5.6% versus -3.5% in the prior year. * Fourth quarter adjusted EBITDA** was $410 million, up $123 million versus prior year. Adjusted EBITDA as a percent of value-add revenue was 11.5%, a 300 basis point increase year-over-year. The Accelerate+ program drove improved operating performance, and is on or ahead of schedule. * Cash generated from operations of $474 million in the fourth quarter 2020 was primarily driven by strong earnings and effective working capital management.

Strong operational performance helped Tenneco generate significant cash flow and year-over-year debt reduction "Strong operational performance in the quarter helped Tenneco generate significant cash flow and year-over-year debt reduction," said Brian Kesseler, Tenneco's chief executive officer. "Our Accelerate+ program continues to drive margin expansion and is on track to achieve $265 million in annual run rate savings by the end of 2021, and we achieved our working capital efficiency improvement target of $250 million a year ahead of schedule. We are proud of the resilience and commitment of the global Tenneco team as they continue to overcome the challenges of a volatile operating environment," added Kesseler.

Net Debt and LiquidityThe Company's fourth quarter 2020 performance resulted in significant improvements to the Company's debt net of total cash balances and liquidity position. At 2020 year end, total debt was $5.3 billion and net debt was $4.5 billion, a reduction of $460 million in net debt compared with 2019 year end. Total liquidity was $2.3 billion at year end, consisting of $0.8 billion of cash balances and $1.5 billion of available revolving credit facility, up from total liquidity of $1.8 billion at the end of the third quarter 2020.

Full-Year ResultsThe global COVID-19 pandemic and its effect on the economy and industry volumes had a negative impact on the Company's full year revenue and earnings, particularly in the first half of 2020. Full year 2020 total revenue was $15.4 billion versus $17.5 billion in the prior year. Full year 2020 EBIT was a loss of $724 million, which includes $933 million from non-cash charges, primarily due to COVID related impairment charges, versus earnings of $121 million a year ago, and adjusted EBITDA was $1,045 million versus $1,415 million a year ago. The Company's performance in the second half of 2020 delivered significant year-over-year improvements in both margin and free cash flow generation.

"We continue to build positive performance momentum off our strong second half of 2020," added Kesseler. "Our focus on reducing structural costs, expanding margins, and lowering our capital intensity allowed us to reduce our net debt position by nearly $500 million in 2020. The Tenneco team's relentless commitment to disciplined execution is expected to deliver continuing performance improvements in 2021. We expect this continued focus on cost and cash management to enable significant near-term value creation potential, and at the same time, support investments in our core growth platforms to deliver long-term value to our customers and shareholders."

OutlookFor the full year and first quarter 2021, Tenneco provides the following financial outlook summary.

Full Year 2021 First Quarter 2021

Revenue $17.2 - $17.8B Revenue $4.45 - $4.55B

Value-Add Revenue $13.2 - $13.8B Value-Add Revenue $3.45 - $3.55B

Adjusted EBITDA** $1.3 - $1.4B Adjusted EBITDA** $325 - $355M

Net Debt^(1) $4.2B

(1) Total debt net of total cash balances.

* EBIT: Earnings before interest expense, income taxes and noncontrollinginterests.

** Adjusted EBITDA: Adjusted earnings before interest expense, income taxes,noncontrolling interests, and depreciation and amortization.

Earnings Conference Call DetailsThe Company will report its fourth quarter and full year 2020 financial results before the market opens on Wednesday, February 24, 2021 and host a webcast conference call the same day at 9:00 a.m. ET. The purpose of the call is to discuss the Company's financial results for the fourth quarter and full year 2020, as well as to provide other information regarding the Company's outlook.

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/10151813/e17b0eadaf

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

Annual MeetingThe Tenneco Board of Directors has scheduled the company's annual meeting of shareholders for Friday, May 14, 2021 at 10:00 a.m. CT. The record date for shareholders eligible to vote at the meeting is March 24, 2021. This year's annual meeting will be held entirely online to allow for greater participation in light of the public health impact of the COVID-19 pandemic.

Attachment 1Statements of Income (Loss) - 3 monthsStatements of Income (Loss) - 12 monthsBalance SheetsStatements of Cash Flows - 3 MonthsStatements of Cash Flows - 12 Months

Attachment 2Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 MonthsReconciliation of GAAP to Non-GAAP Earnings Measures - 12 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 12 MonthsReconciliation of Non-GAAP Measures - Debt Net of Total Cash/Adjusted LTM EBITDA including noncontrolling interestsReconciliation of GAAP to Non-GAAP Revenue Measures - Original Equipment, Original Equipment Service and Aftermarket Revenue - 3 and 12 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 - 12 Months Reconciliation of GAAP Revenue to Non-GAAP Revenue Measures - Original Equipment Commercial Truck, Off-Highway, Industrial and other revenues - 3 and 12 Months

About TennecoTenneco is one of the world's leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with full year 2020 revenues of $15.4 billion and approximately 73,000 team members working at more than 270 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. 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 effects 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 in response 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 continued evolution of the automotive industry towards car and ride sharing and autonomous vehicles; in an effort to reduce greenhouse gas emissions, governments and vehicle manufacturers have announced plans to limit production of diesel and gasoline powered vehicles in various national and local jurisdictions globally;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 substantial 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; 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 on the timeline contemplated or at all); 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 or other strategic alternative; the risk the combined company and each separate company following the separation will underperform relative to our expectations; the ongoing transaction costs and risk we may incur greater costs following a separation of the business or other strategic alternative; and the risk a separation is determined to be a taxable transaction.

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, June 30, 2020 and September 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 December 31,

2020 2019

Net sales and operating revenues:

Clean Air - Value-add revenues $1,046$974

Clean Air - Substrate sales 1,071 769

Powertrain 1,120 1,018

Motorparts 730 741

Ride Performance 683 641

Total net sales and operating revenues 4,650 4,143

Costs and expenses:

Cost of sales (exclusive of depreciation and 3,955 3,581 amortization)

Selling, general, and administrative 231 276

Depreciation and amortization 158 170

Engineering, research, and development 74 76

Restructuring charges, net and asset impairments - 28

Goodwill and intangible impairment charges - 172

Total costs and expenses 4,418 4,303

Other income (expense):

Non-service pension and other postretirement benefit (2) (3) (costs) credits

Equity in earnings (losses) of nonconsolidated affiliates,21 9 net of tax

Gain (loss) on extinguishment of debt 2 -

Other income (expense), net 7 10

28 16

Earnings (loss) before interest expense, income taxes, and260 (144) noncontrolling interests

Interest expense (68) (80)

Earnings (loss) before income taxes and noncontrolling 192 (224) interests

Income tax (expense) benefit (6) (14)

Net income (loss) 186 (238)

Less: Net income (loss) attributable to noncontrolling 19 75 interests

Net income (loss) attributable to Tenneco Inc. $167 $(313)



Basic earnings (loss) per share:

Earnings (loss) per share $2.04 $(3.87)

Weighted average shares outstanding 81.5 80.9

Diluted earnings (loss) per share:

Earnings (loss) per share $2.03 $(3.87)

Weighted average shares outstanding 81.9 80.9

ATTACHMENT 1

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Unaudited

(millions, except per share amounts)



Twelve Months Ended December 31,

2020 2019

Net sales and operating revenues:

Clean Air - Value-add revenues $3,366 $4,094

Clean Air - Substrate sales 3,355 3,027

Powertrain 3,726 4,408

Motorparts 2,725 3,167

Ride Performance 2,207 2,754

Total net sales and operating revenues 15,379 17,450

Costs and expenses:

Cost of sales (exclusive of depreciation and 13,402 14,912 amortization)

Selling, general, and administrative 889 1,138

Depreciation and amortization 639 673

Engineering, research, and development 273 324

Restructuring charges, net and asset impairments 622 126

Goodwill and intangible impairment charges 383 241

Total costs and expenses 16,208 17,414

Other income (expense):

Non-service pension and postretirement benefit (costs) 18 (11) credits

Equity in earnings (losses) of nonconsolidated 47 43 affiliates, net of tax

Gain (loss) on extinguishment of debt 2 -

Other income (expense), net 38 53

105 85

Earnings (loss) before interest expense, income taxes, (724) 121 and noncontrolling interests

Interest expense (277) (322)

Earnings (loss) before income taxes and noncontrolling (1,001) (201) interests

Income tax (expense) benefit (459) (19)

Net income (loss) (1,460) (220)

Less: Net income (loss) attributable to noncontrolling 61 114 interests

Net income (loss) attributable to Tenneco Inc. $(1,521)$(334)



Basic earnings (loss) per share:

Earnings (loss) per share $(18.69)$(4.12)

Weighted average shares outstanding 81.4 80.9

Diluted earnings (loss) per share:

Earnings (loss) per share $(18.69)$(4.12)

Weighted average shares outstanding 81.4 80.9

ATTACHMENT 1

TENNECO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(dollars in millions)



December 31, 2020 December 31, 2019

Assets

Cash and cash equivalents $ 798 $ 564

Restricted cash 5 2

Receivables, net 2,528 (a)2,538 (a)

Inventories 1,743 1,999

Prepayments and other current 619 632 assets

Other noncurrent assets 3,102 3,864

Property, plant and equipment, 3,057 3,627 net

Total assets $ 11,852 $ 13,226

Liabilities and Shareholders' Equity

Short-term debt, including current maturities of long-term $ 162 $ 185 debt

Accounts payable 2,917 2,647

Accrued compensation and employee365 325 benefits

Accrued income taxes 54 72

Accrued expenses and other 1,188 1,070 current liabilities

Long-term debt 5,171 (b)5,371 (b)

Deferred income taxes 89 106

Pension and postretirement 1,101 1,145 benefits

Deferred credits and other 546 490 liabilities

Redeemable noncontrolling 78 196 interests

Total Tenneco Inc. shareholders' (119) 1,425 equity (deficit)

Noncontrolling interests 300 194

Total liabilities, redeemable noncontrolling interests, and $ 11,852 $ 13,226 equity





December 31, 2020 December 31, 2019

(a) Accounts receivable net of:

Accounts receivable outstanding $ 956 $ 1,037 and derecognized



(b) Long-term debt composed of:

Revolver Borrowings $ - $ 183

LIBOR plus 2.50% Term Loan A due 1,520 1,608 2019 through 2023 ^(1)

LIBOR plus 3.00% Term Loan B due 1,612 1,623 2019 through 2025

$225 million of 5.375% Senior 223 222 Notes due 2024

$500 million of 5.000% Senior 494 494 Notes due 2026

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

(eu)300 million of Euribor plus 4.875% Euro Floating Rate Notes 370 340 due 2024

(eu)350 million of 5.000% Euro 445 413 Fixed Rate Notes due 2024

$500 million of 7.875% Senior 489 - Secured Notes due 2029

Other Debt, primarily foreign 23 13 instruments

5,176 5,375

Less: maturities classified as 5 4 current

Total long-term debt $ 5,171 $ 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 December 31,

2020 2019

Operating Activities

Net income (loss) $186 $(238)

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

Goodwill and intangible impairment charges - 172

Depreciation and amortization 158 170

Deferred income taxes (1) (36)

Stock-based compensation 5 5

Restructuring charges and asset impairments, net of cash (29) (1) paid

Change in pension and other postretirement benefit plans (45) (8)

Equity in earnings of nonconsolidated affiliates (21) (9)

Cash dividends received from nonconsolidated affiliates 5 8

Loss (gain) on sale of assets and other (19) -

Changes in operating assets and liabilities:

Receivables 247 232

Inventories (24) 172

Payables and accrued expenses 66 (165)

Accrued interest and accrued income taxes (35) 15

Other assets and liabilities (19) 63

Net cash (used) provided by operating activities 474 380

Investing Activities

Proceeds from sale of assets 37 12

Proceeds from sale of investment in nonconsolidated - 2 affiliates

Net proceeds from sale of business 6 -

Cash payments for property, plant, and equipment (86) (203)

Proceeds from deferred purchase price of factored 107 47 receivables

Other (3) 2

Net cash (used) provided by investing activities 61 (140)

Financing Activities

Proceeds from term loans and notes 511 29

Repayments of term loans and notes (569) (63)

Borrowings on revolving lines of credit 1,268 2,316

Payments on revolving lines of credit (1,690)(2,336)

Debt issuance costs of long-term debt (9) -

Net decrease in bank overdrafts (11) (1)

Acquisition of additional ownership interest in - (10) consolidated affiliates

Other 30 (2)

Distributions to noncontrolling interest partners (24) (23)

Net cash (used) provided by financing activities (494) (90)

Effect of foreign exchange rate changes on cash, cash 41 21 equivalents, and restricted cash

Increase (decrease) in cash, cash equivalents, and 82 171 restricted cash

Cash, cash equivalents, and restricted cash, beginning of 721 395 period

Cash, cash equivalents, and restricted cash, end of period$803 $566

Supplemental Cash Flow Information

Cash paid during the period for interest $58 $54

Cash paid during the period for income taxes, net of $40 $38 refunds

Non-cash Investing Activities

Period end balance of trade payables for property, plant, $113 $134 and equipment

Deferred purchase price of receivables factored in the $102 $45 period in investing

Increase (decrease) in assets from redeemable $- $53 noncontrolling interest transaction with owner

ATTACHMENT 1

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(dollars in millions)



Twelve Months Ended December 31,

Operating Activities 2020 2019

Net income (loss) $(1,460)$(220)

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

Goodwill and intangible impairment charges 383 241

Depreciation and amortization 639 673

Deferred income taxes 301 (151)

Stock-based compensation 18 25

Restructuring charges and asset impairments, net of cash500 11 paid

Change in pension and postretirement benefit plans (94) (57)

Equity in earnings of nonconsolidated affiliates (47) (43)

Cash dividends received from nonconsolidated affiliates 23 53

Loss (gain) on sale of assets and other (18) -

Changes in operating assets and liabilities:

Receivables (182) (225)

Inventories 279 284

Payables and accrued expenses 308 (66)

Accrued interest and accrued income taxes (12) 3

Other assets and liabilities (9) (84)

Net cash (used) provided by operating activities 629 444

Investing Activities

Acquisitions, net of cash acquired - (158)

Proceeds from sale of assets 45 20

Proceeds from sale of investment in nonconsolidated - 2 affiliates

Net proceeds from sale of business 9 22

Cash payments for property, plant and equipment (394) (744)

Proceeds from deferred purchase price of factored 283 250 receivables

Other - 2

Net cash (used) provided by investing activities (57) (606)

Financing Activities

Proceeds from term loans and notes 654 200

Repayments of term loans and notes (765) (341)

Borrowings on revolving lines of credit 6,120 9,120

Payments on revolving lines of credit (6,337) (8,884)

Repurchase of common shares (1) (2)

Cash dividends - (20)

Debt issuance costs of long-term debt (25) -

Net decrease in bank overdrafts (2) (13)

Acquisition of additional ownership interest in - (10) consolidated affiliates

Distributions to noncontrolling interest partners (42) (43)

Other 40 (4)

Net cash (used) provided by financing activities (358) 3

Effect of foreign exchange rate changes on cash, cash 23 23 equivalents, and restricted cash

Increase (decrease) in cash, cash equivalents, and 237 (136) restricted cash

Cash, cash equivalents, and restricted cash, beginning 566 702 of period

Cash, cash equivalents, and restricted cash, end of $803 $566 period

Supplemental Cash Flow Information

Cash paid during the year for interest $246 $284

Cash paid during the year for income taxes, net of $154 $177 refunds

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

Non-cash Investing Activities

Period end balance of trade payables for property, plant$113 $134 and equipment

Deferred purchase price of receivables factored in the $299 $253 period in investing

Increase (decrease) in assets from redeemable $(53) $53 noncontrolling 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)



Q4 2020 Q4 2019

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

Earnings (Loss) Measures $ 167 $2.03$ 19 $(6) $260$ 418 $ (313) $(3.87)$ 75 $(14) $(144)$ 26

Adjustments:

Restructuring and related expenses ^(5) 5 0.06 - (1) 6 6 34 0.41 1 (7) 42 36

Acquisition and expected separation costs2 0.02 - 1 1 1 28 0.36 - (2) 30 30 ^(6)

Antitrust reserve change in estimate ^(7)(11) (0.13)- - (11) (11) - - - - - -

Gain/Loss on sale of assets (1) (0.02)- 1 (2) (2) - - - - - -

Gain on extinguishment of debt (2) (0.03)- - (2) (2) - - - - - -

Cost reduction initiatives ^(8) - - - - - - - - - 1 (1) (1)

Costs to achieve synergies ^(9) - - - - - - 7 0.09 - (1) 8 8

Purchase accounting charges ^(10) - - - - - - 4 0.05 - 2 2 2

Goodwill and intangible impairment - - - - - - 172 2.13 - - 172 172 charges ^(11)

Process harmonization^ (12) - - - - - - 14 0.17 - (2) 16 16

Pension adjustments ^(13) - - - - - - (1) (0.02) - 1 (2) (2)

Noncontrolling interests adjustments (1) (0.01)1 - - - 58 0.71 (58) - - -

Net tax adjustments (21) (0.24)- (21) - - - - - - - -

Adjusted Net income, EPS, NCI, Tax, EBIT,$ 138 $1.68$ 20 $(26) $252$ 410 $ 3 $0.03 $ 18 $(22) $123 $ 287 and EBITDA ^(4)

Q4 2020

Global Segments

Clean Ride PowertrainMotorparts Total CorporateTotal Air Performance

Net income (loss) attributable to $167 Tenneco Inc.

Net income (loss) attributable to 19 noncontrolling interests

Net income (loss) 186

Income tax (6) (expense) benefit

Interest expense (68)

EBIT, Earnings (Loss) before interest expense, 260 income taxes and noncontrolling interests

Depreciation and 158 amortization

Total EBITDA including $175$ 151 $109 $ 29 $464$(46) $418 noncontrolling interests ^(3)

Restructuring and related expenses^ (1) 1 1 3 2 6 (5) 4

Acquisition and expected (3) - - - (3) 4 1 separation costs ^ (6)

Antitrust reserve change in estimate(11) - - - (11) - (11) ^(7)

Gain/Loss on sale - - - (3) (3) 1 (2) of assets

Gain on extinguishment of - - - - - (2) (2) debt

Adjusted EBITDA ^ $160$ 152 $110 $ 29 $451$(41) $410 (4)





Q4 2019

Global Segments

Clean Ride PowertrainMotorparts Total CorporateTotal Air Performance

Net income (loss) attributable to $(313)Tenneco Inc.

Net income (loss) attributable to 75 noncontrolling interests

Net income (loss) (238)

Income tax (14) (expense) benefit

Interest expense (80)

EBIT, Earnings (Loss) before interest expense, (144) income taxes and noncontrolling interests

Depreciation and 170 amortization

Total EBITDA including $130$ 60 $(84) $ 7 $113$(87) $26 noncontrolling interests ^(3)

Restructuring and related expenses^ 3 2 - 23 28 8 36 (5)

Acquisition and expected - - - - - 30 30 separation costs ^ (6)

Cost reduction - - - - - (1) (1) initiatives ^(8)

Costs to achieve 1 - 2 - 3 5 8 synergies ^(9)

Purchase accounting charges- 2 - - 2 - 2 ^(10)

Goodwill and intangible - 18 154 - 172 - 172 impairment charges ^(11)

Process harmonization^ 8 - 4 4 16 - 16 (12)

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

Adjusted EBITDA ^ $142$ 82 $76 $ 34 $334$(47) $287 (4)

_________________________________________

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

(2) Tenneco presents the above reconciliation of GAAP to non-GAAP earningsmeasures primarily to reflect the results in a manner that allows a betterunderstanding of the results of operational activities separate from thefinancial impact of decisions made for the long-term benefit of the company andother items impacting comparability between the periods. Adjustments similar tothe ones reflected above have been recorded in earlier periods, and similartypes of adjustments can reasonably be expected to be recorded in futureperiods. Using only the non-GAAP earnings measures to analyze earnings wouldhave material limitations because its calculation is based on the subjectivedeterminations of management regarding the nature and classification of eventsand circumstances that investors may find material. Management compensates forthese limitations by utilizing both GAAP and non-GAAP earnings measuresreflected above to understand and analyze the results of the business. Thecompany believes investors find the non-GAAP information helpful inunderstanding the ongoing performance of operations separate from items thatmay have a disproportionate positive or negative impact on the company'sfinancial results in any particular period.

(3) EBITDA including noncontrolling interests represents income before interestexpense, income taxes, noncontrolling interests and depreciation andamortization. EBITDA including noncontrolling interests is not a calculationbased upon GAAP. The amounts included in the EBITDA including noncontrollinginterests calculation, however, are derived from amounts included in thehistorical statements of income data. In addition, EBITDA includingnoncontrolling interests should not be considered as an alternative to netincome attributable to Tenneco Inc. or operating income as an indicator of thecompany's operating performance, or as an alternative to operating cash flowsas a measure of liquidity. Tenneco has presented EBITDA includingnoncontrolling interests because it regularly reviews EBITDA includingnoncontrolling interests as a measure of the company's performance. Inaddition, Tenneco believes its investors utilize and analyze the company'sEBITDA including noncontrolling interests for similar purposes. Tenneco alsobelieves EBITDA including noncontrolling interests assists investors incomparing a company's performance on a consistent basis without regard todepreciation and amortization, which can vary significantly depending upon manyfactors. However, the EBITDA including noncontrolling interests measurepresented may not always be comparable to similarly titled measures reported byother companies due to differences in the components of the calculation.

(4) Adjusted results are presented in order to reflect the results in a mannerthat allows a better understanding of operational activities separate from thefinancial impact of decisions made for the long term benefit of the company andother items impacting comparability between periods. Similar adjustments havebeen recorded in earlier periods and similar types of adjustments canreasonably be expected to be recorded in future periods. The company believesinvestors find the non-GAAP information helpful in understanding the ongoingperformance of operations separate from items that may have a disproportionatepositive or negative impact on the company's financial results in anyparticular period.

(5) Q4 2020 includes no accelerated depreciation related to restructuring andrelated expenses, while Q4 2019 includes $6 million of accelerated depreciationrelated to plant closures.

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

(7) Reduction in estimated antitrust accrual.

(8) Costs related to cost reduction initiatives.

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

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

(11) Non-cash asset impairment charges related to goodwill and intangibles.

(12) Charges due to process harmonization.

(13) Charges related to settlements of our pension benefit plans in connectionwith our derisking activities.

ATTACHMENT 2

TENNECO INC.

RECONCILIATION OF GAAP^(1) TO NON-GAAP EARNINGS MEASURES^(2)

Unaudited

(dollars in millions, except per share amounts)



Q4 2020 YTD Q4 2019 YTD

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

Earnings (Loss) Measures $(1,521) $(18.69)$ 61 $(459) $(724)$ (85) $ (334) $(4.12)$ 114 $(19) $121$794

Adjustments:

Restructuring and related expenses ^(5) 141 1.71 - (36) 177 169 116 1.43 6 (31) 153 138

Inventory write-down ^(6) 54 0.67 - (19) 73 73 - - - - - -

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

Acquisition and expected separation costs31 0.39 - (7) 38 38 102 1.27 - (25) 127 127 ^(8)

Antitrust reserve change in estimate ^(9)(11) (0.14) - - (11) (11) (7) (0.09) - 2 (9) (9)

Gain/Loss on sale of assets (1) (0.02) - 1 (2) (2) - - - - - -

Gain on extinguishment of debt (2) (0.03) - - (2) (2) - - - - - -

OPEB curtailment ^(10) (21) (0.26) - - (21) (21) - - - - - -

Goodwill and intangible impairment 366 4.51 5 (12) 383 383 241 2.98 - - 241 241 charges ^(11)

Cost reduction initiatives ^(12) - - - - - - 12 0.15 - (3) 15 15

Costs to achieve synergies ^(13) - - - - - - 23 0.29 - (6) 29 29

Purchase accounting charges ^(14) - - - - - - 49 0.61 - (8) 57 57

Process harmonization ^(15) - - - - - - 21 0.26 - (5) 26 26

Warranty charge ^(16) - - - - - - 6 0.07 - (2) 8 8

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

Out of period adjustment ^(18) - - - - - - 4 0.05 1 - 5 5

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

Pension adjustments ^(19) - - - - - - (1) (0.02) - 1 (2) (2)

Noncontrolling interests adjustments ^ 10 0.13 (10) - - - 58 0.71 (58) - - - (20)

Net tax adjustments ^(21) 522 6.42 - 522 - - (41) (0.50) - (41) - -

Adjusted Net income, EPS, NCI, Tax, EBIT,$(36) $(0.44) $ 63 $(110) $414 $ 1,045 $ 241 $2.98 $ 63 $(131) $757$1,415 and EBITDA ^(4)

Q4 2020 YTD

Global Segments

Clean Ride PowertrainMotorparts Total CorporateTotal Air Performance

Net income (loss) attributable $(1,521)to Tenneco Inc.

Net income (loss) attributable 61 to noncontrolling interests

Net income (1,460) (loss)

Income tax (expense) (459) benefit

Interest (277) expense

EBIT, Earnings (Loss) before interest expense, (724) income taxes and noncontrolling interests

Depreciation and 639 amortization

Total EBITDA including $440$ 130 $ 155 $(595) $130 $ (215)$(85) noncontrolling interests ^(3)

Restructuring and related 22 51 20 68 161 8 169 expenses^(5)

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

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

Acquisition and expected - - - (2) (2) 40 38 separation costs ^(8)

Antitrust reserve change(11) - - - (11) - (11) in estimate ^ (9)

Gain/Loss on - - - (3) (3) 1 (2) sale of assets

Gain on extinguishment- - - - - (2) (2) of debt

OPEB curtailment ^ - - - - - (21) (21) (10)

Goodwill and intangible - 160 110 113 383 - 383 impairment charges ^(11)

Adjusted $451$ 345 $ 385 $36 $1,217$ (172)$1,045 EBITDA ^(4)





Q4 2019 YTD

Global Segments

Clean Ride PowertrainMotorparts Total CorporateTotal Air Performance

Net income (loss) attributable $(334) to Tenneco Inc.

Net income (loss) attributable 114 to noncontrolling interests

Net income (220) (loss)

Income tax (expense) (19) benefit

Interest (322) expense

EBIT, Earnings (Loss) before interest expense, 121 income taxes and noncontrolling interests

Depreciation and 673 amortization

Total EBITDA including $582$ 363 $ 184 $8 $1,137$ (343)$794 noncontrolling interests ^(3)

Restructuring and related 24 30 4 71 129 9 138 expenses^(5)

Acquisition and expected - - 1 - 1 126 127 separation costs ^(8)

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

Goodwill and intangible - 18 154 69 241 - 241 impairment charges ^(11)

Cost reduction initiatives ^ - - - - - 15 15 (12)

Costs to achieve 6 2 11 2 21 8 29 synergies ^ (13)

Purchase accounting - 12 41 4 57 - 57 charges ^(14)

Process harmonization 13 - 9 4 26 - 26 ^(15)

Warranty - - 8 - 8 - 8 charge ^(16)

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

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

Pension adjustments^ - - - - - (2) (2) (19)

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

Adjusted $607$ 425 $ 413 $157 $1,602$ (187)$1,415 EBITDA ^(4)

_________________________________________

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

(2) Tenneco presents the above reconciliation of GAAP to non-GAAP earningsmeasures primarily to reflect the results in a manner that allows a betterunderstanding of the results of operational activities separate from thefinancial impact of decisions made for the long-term benefit of the company andother items impacting comparability between the periods. Adjustments similar tothe ones reflected above have been recorded in earlier periods, and similartypes of adjustments can reasonably be expected to be recorded in futureperiods. Using only the non-GAAP earnings measures to analyze earnings wouldhave material limitations because its calculation is based on the subjectivedeterminations of management regarding the nature and classification of eventsand circumstances that investors may find material. Management compensates forthese limitations by utilizing both GAAP and non-GAAP earnings measuresreflected above to understand and analyze the results of the business. Thecompany believes investors find the non-GAAP information helpful inunderstanding the ongoing performance of operations separate from items thatmay have a disproportionate positive or negative impact on the company'sfinancial results in any particular period.

(3) EBITDA including noncontrolling interests represents income before interestexpense, income taxes, noncontrolling interests and depreciation andamortization. EBITDA including noncontrolling interests is not a calculationbased upon GAAP. The amounts included in the EBITDA including noncontrollinginterests calculation, however, are derived from amounts included in thehistorical statements of income data. In addition, EBITDA includingnoncontrolling interests should not be considered as an alternative to netincome attributable to Tenneco Inc. or operating income as an indicator of thecompany's operating performance, or as an alternative to operating cash flowsas a measure of liquidity. Tenneco has presented EBITDA includingnoncontrolling interests because it regularly reviews EBITDA includingnoncontrolling interests as a measure of the company's performance. Inaddition, Tenneco believes its investors utilize and analyze the company'sEBITDA including noncontrolling interests for similar purposes. Tenneco alsobelieves EBITDA including noncontrolling interests assists investors incomparing a company's performance on a consistent basis without regard todepreciation and amortization, which can vary significantly depending upon manyfactors. However, the EBITDA including noncontrolling interests measurepresented may not always be comparable to similarly titled measures reported byother companies due to differences in the components of the calculation.

(4) Adjusted results are presented in order to reflect the results in a mannerthat allows a better understanding of operational activities separate from thefinancial impact of decisions made for the long term benefit of the company andother items impacting comparability between periods. Similar adjustments havebeen recorded in earlier periods and similar types of adjustments canreasonably be expected to be recorded in future periods. The company believesinvestors find the non-GAAP information helpful in understanding the ongoingperformance of operations separate from items that may have a disproportionatepositive or negative impact on the company's financial results in anyparticular period.

(5) FY 2020 includes $7 million of accelerated depreciation related to plantclosures and $1 million depreciation related to restructuring and relatedexpenses and FY 2019 includes $15 million of accelerated depreciation relatedto plant closures and $5 million asset impairment charges.

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

(7) Asset impairment charges.

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

(9) Reduction in estimated antitrust accrual.

(10) OPEB curtailment as a result of an amended union agreement that eliminateshealthcare benefits for future retirees.

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

(12) Costs related to cost reduction initiatives.

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

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

(15) Charge due to process harmonization.

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

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

(18) Inventory losses attributable to prior periods.

(19) Charges related to settlements of our pension benefit plans in connectionwith our derisking activities.

(20) Amount related to adjustments made to mark certain redeemablenoncontrolling interests to their redemption values.

(21) FY 2020 includes non-cash tax valuation allowance charge of $524 million.

ATTACHMENT 2

TENNECO INC.

RECONCILIATION OF GAAP^(1) TO NON-GAAP REVENUE MEASURES^(2)

Unaudited

(dollars in millions except percents)



Q4 2020

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

Clean Air $2,117$1,071 $ 1,046$ 23 $ 1,023

Powertrain 1,120 - 1,120 34 1,086

Motorparts 730 - 730 1 729

Ride Performance 683 - 683 18 665

Total Tenneco Inc.$4,650$1,071 $ 3,579$ 76 $ 3,503





Q4 2019

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

Clean Air $1,743$769 $ 974 $ - $ 974

Powertrain 1,018 - 1,018 - 1,018

Motorparts 741 - 741 - 741

Ride Performance 641 - 641 - 641

Total Tenneco Inc.$4,143$769 $ 3,374$ - $ 3,374

Q4 2020 vs. Q4 2019 $ Change and % Change Increase (decrease)

Value-add Revenues Revenues % Change % Change excluding Currency

Clean Air $374 21 % $ 49 5 %

Powertrain 102 10 % 68 7 %

Motorparts (11) (1) % (12) (2) %

Ride Performance 42 7 % 24 4 %

Total Tenneco Inc.$507 12 % $ 129 4 %

_________________________________

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

(2) Tenneco presents the above reconciliation of revenues in order to reflectvalue-add revenues separately from the effects of doing business in currenciesother than the U.S. dollar. Additionally, substrate sales include preciousmetals pricing, which may be volatile. Substrate sales occur when, at thedirection of its OE customers, Tenneco purchases catalytic converters orcomponents thereof from suppliers, uses them in its manufacturing processes andsells them as part of the completed system. While Tenneco original equipmentcustomers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this informationto analyze the trend in revenues before these factors. Tenneco believesinvestors find this information useful in understanding period to periodcomparisons 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)



Q4 2020 YTD

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

Clean Air $6,721 $3,355 $3,366 $ (4) $3,370

Powertrain 3,726 - 3,726 (15) 3,741

Motorparts 2,725 - 2,725 (55) 2,780

Ride Performance 2,207 - 2,207 (6) 2,213

Total Tenneco $15,379$3,355 $12,024$ (80) $12,104Inc.





Q4 2019 YTD

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

Clean Air $7,121 $3,027 $4,094 $ - $4,094

Powertrain 4,408 - 4,408 - 4,408

Motorparts 3,167 - 3,167 - 3,167

Ride Performance 2,754 - 2,754 - 2,754

Total Tenneco $17,450$3,027 $14,423$ - $14,423Inc.

Q4 2020 YTD vs. Q4 2019 YTD $ Change and % Change Increase (decrease)

Value-add Revenues Revenues % Change % Change excluding Currency

Clean Air $ (400) (6) % $ (724) (18) %

Powertrain (682) (15) % (667) (15) %

Motorparts (442) (14) % (387) (12) %

Ride Performance (547) (20) % (541) (20) %

Total Tenneco $ (2,071) (12) % $ (2,319) (16) %Inc.

_________________________________________

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

(2) Tenneco presents the above reconciliation of revenues in order to reflectvalue-add revenues separately from the effects of doing business in currenciesother than the U.S. dollar. Additionally, substrate sales include preciousmetals pricing, which may be volatile. Substrate sales occur when, at thedirection of its OE customers, Tenneco purchases catalytic converters orcomponents thereof from suppliers, uses them in its manufacturing processes andsells them as part of the completed system. While Tenneco original equipmentcustomers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this informationto analyze the trend in revenues before these factors. Tenneco believesinvestors find this information useful in understanding period to periodcomparisons 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)



December 31,December 31, 2020 2019

Total debt $5,333 $5,556

Total cash, cash equivalents and restricted cash 803 566 (total cash)

Debt net of total cash balances ^(1) $4,530 $4,990

Adjusted LTM EBITDA including noncontrolling $1,045 $1,415 interests ^(2) (3)

Ratio of debt net of total cash balances to adjusted4.3x 3.5x LTM EBITDA including noncontrolling interests ^(4)

_________________________________________

(1) Tenneco presents debt net of total cash balances because managementbelieves it is a useful measure of Tenneco's credit position and progresstoward reducing leverage. The calculation is limited in that the company maynot always be able to use cash to repay debt on a dollar-for-dollar basis.

(2) EBITDA including noncontrolling interests represents income before interestexpense, income taxes, noncontrolling interests and depreciation andamortization. EBITDA including noncontrolling interests is not a calculationbased upon GAAP. The amounts included in the EBITDA including noncontrollinginterests calculation, however, are derived from amounts included in thehistorical statements of income data. In addition, EBITDA includingnoncontrolling interests should not be considered as an alternative to netincome (loss) attributable to Tenneco Inc. or operating income as an indicatorof the company's operating performance, or as an alternative to operating cashflows as a measure of liquidity. Tenneco has presented EBITDA includingnoncontrolling interests because it regularly reviews EBITDA includingnoncontrolling interests as a measure of the company's performance. Inaddition, Tenneco believes its investors utilize and analyze the company'sEBITDA including noncontrolling interests for similar purposes. Tenneco alsobelieves EBITDA including noncontrolling interests assists investors incomparing a company's performance on a consistent basis without regard todepreciation and amortization, which can vary significantly depending upon manyfactors. However, the EBITDA including noncontrolling interests measurepresented may not always be comparable to similarly titled measures reported byother companies due to differences in the components of the calculation.

(3) Adjusted EBITDA including noncontrolling interests is presented in order toreflect the results in a manner that allows a better understanding ofoperational activities separate from the financial impact of decisions made forthe long term benefit of the company and other items impacting comparabilitybetween the periods. Similar adjustments to EBITDA including noncontrollinginterests have been recorded in earlier periods, and similar types ofadjustments can reasonably be expected to be recorded in future periods. Thecompany believes investors find the non-GAAP information helpful inunderstanding the ongoing performance of operations separate from items thatmay have a disproportionate positive or negative impact on the company'sfinancial results in any particular period.

(4) Tenneco presents the above reconciliation of the ratio of debt net of totalcash to Adjusted LTM EBITDA including noncontrolling interests to show trendsthat investors may find useful in understanding the company's ability toservice its debt. For purposes of this calculation, Adjusted LTM EBITDAincluding noncontrolling interests is used as an indicator of the company'sperformance and debt net of total cash is presented as an indicator of thecompany's credit position and progress toward reducing the company's financialleverage. This reconciliation is provided as supplemental information and notintended to replace the company's existing covenant ratios or any otherfinancial measures that investors may find useful in describing the company'sfinancial position. See notes (1), (2) and (3) for a description of thelimitations of using debt net of total cash, EBITDA including noncontrollinginterests and Adjusted EBITDA including noncontrolling interests.

ATTACHMENT 2

TENNECO INC.

RECONCILIATION OF GAAP^(1) TO NON-GAAP REVENUE MEASURES^(2)

Unaudited

(dollars in millions)



Q4 2020

SubstrateValue-add Revenues Sales Revenues Revenues CurrencyExcluding ExcludingExcluding Currency Currency Currency

Original equipment light$2,964 $ 71 $2,893 $ 899 $1,994 vehicle revenues

Original equipment commercial truck, 608 15 593 126 467 off-highway, industrial and other revenues

Aftermarket & original equipment service 1,078 13 1,065 23 1,042 revenues

Net sales and operating $4,650 $ 99 $4,551 $ 1,048$3,503 revenues



Q4 2019*

SubstrateValue-add Revenues Sales Revenues Revenues CurrencyExcluding ExcludingExcluding Currency Currency Currency

Original equipment light$2,497 $ - $2,497 $ 639 $1,858 vehicle revenues

Original equipment commercial truck, 576 - 576 108 468 off-highway, industrial and other revenues

Aftermarket & original equipment service 1,070 - 1,070 22 1,048 revenues

Net sales and operating $4,143 $ - $4,143 $ 769 $3,374 revenues



Q4 2020 YTD*

SubstrateValue-add Revenues Sales Revenues Revenues CurrencyExcluding ExcludingExcluding Currency Currency Currency

Original equipment light$9,348 $ 7 $9,341 $ 2,828$6,513 vehicle revenues^(3)

Original equipment commercial truck, 2,069 (49) 2,118 448 1,670 off-highway, industrial and other revenues ^(3)

Aftermarket & original equipment service 3,962 (47) 4,009 88 3,921 revenues ^(3)

Net sales and operating $15,379$ (89)$15,468$ 3,364$12,104revenues



Q4 2019 YTD*

SubstrateValue-add Revenues Sales Revenues Revenues CurrencyExcluding ExcludingExcluding Currency Currency Currency

Original equipment light$10,434$ - $10,434$ 2,535$7,899 vehicle revenues

Original equipment commercial truck, 2,370 - 2,370 411 1,959 off-highway, industrial and other revenues

Aftermarket & original equipment service 4,646 - 4,646 81 4,565 revenues

Net sales and operating $17,450$ - $17,450$ 3,027$14,423revenues

__________________________________

* 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.

(2) Tenneco presents the above reconciliation of revenues in order to reflectvalue-add revenues separately from the effects of doing business in currenciesother than the U.S. dollar. Additionally, substrate sales include preciousmetals pricing, which may be volatile. Substrate sales occur when, at thedirection of its OE customers, Tenneco purchases catalytic converters orcomponents thereof from suppliers, uses them in its manufacturing processes andsells them as part of the completed system. While Tenneco original equipmentcustomers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this informationto analyze the trend in revenues before these factors. Tenneco believesinvestors find this information useful in understanding period to periodcomparisons in the company's revenues.

(3) YTD 2020 includes reclassification between prior quarters vehicle typerevenue to conform to Q4 2020 presentation for comparability purposes.

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)



Q4 2020

Global Segments

Ride Clean AirPowertrain Motorparts Total CorporateTotal Performance

Net sales and operating $2,117 $ 1,120 $730 $ 683 $4,650 $- $4,650 revenues

Less: Substrate 1,071 - - - 1,071 - 1,071 sales

Value-add $1,046 $ 1,120 $730 $ 683 $3,579 $- $3,579 revenues



EBITDA $175 $ 151 $109 $ 29 $464 $(46) $418

EBITDA as a %8.3 %13.5 % 14.9 %4.2 % 10.0 % 9.0 %of revenue

EBITDA as a % of value-add 16.7 %13.5 % 14.9 %4.2 % 13.0 % 11.7 %revenue



Adjusted $160 $ 152 $110 $ 29 $451 $(41) $410 EBITDA

Adjusted EBITDA as a %7.6 %13.6 % 15.1 %4.2 % 9.7 % 8.8 %of revenue

Adjusted EBITDA as a %15.3 %13.6 % 15.1 %4.2 % 12.6 % 11.5 %of value-add revenue





Q4 2019

Global Segments

Ride Clean AirPowertrain Motorparts Total CorporateTotal Performance

Net sales and operating $1,743 $ 1,018 $741 $ 641 $4,143 $- $4,143 revenues

Less: Substrate 769 - - - 769 - 769 sales

Value-add $974 $ 1,018 $741 $ 641 $3,374 $- $3,374 revenues



EBITDA $130 $ 60 $(84) $ 7 $113 $(87) $26

EBITDA as a %7.5 %5.9 % (11.3) %1.1 % 2.7 % 0.6 %of revenue

EBITDA as a % of value-add 13.3 %5.9 % (11.3) %1.1 % 3.3 % 0.8 %revenue



Adjusted $142 $ 82 $76 $ 34 $334 $(47) $287 EBITDA

Adjusted EBITDA as a %8.1 %8.1 % 10.3 %5.3 % 8.1 % 6.9 %of revenue

Adjusted EBITDA as a %14.6 %8.1 % 10.3 %5.3 % 9.9 % 8.5 %of value-add revenue

________________________________________

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

(2) Tenneco presents the above reconciliation of revenues in order to reflectEBITDA and adjusted EBITDA as a percent of both total revenues and value-addrevenues. Substrate sales include precious metals pricing, which may bevolatile. 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 thecompleted system. While Tenneco original equipment customers assume the risk ofthis volatility, it impacts reported revenue. Excluding substrate salesremoves this impact. Further, presenting EBITDA and adjusted EBITDA as apercent of value-add revenue assists investors in evaluating the company'soperational performance without the impact of such substrate sales. See priorpages 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)



Q4 2020 YTD

Global Segments

Ride Clean AirPowertrain Motorparts Total CorporateTotal Performance

Net sales and $6,721 $ 3,726 $ 2,725 $2,207 $15,379 $ - $15,379 operating revenues

Less: Substrate3,355 - - - 3,355 - 3,355 sales

Value-add$3,366 $ 3,726 $ 2,725 $2,207 $12,024 $ - $12,024 revenues



EBITDA $440 $ 130 $ 155 $(595) $130 $ (215)$(85)

EBITDA as a % of 6.5 %3.5 % 5.7 % (27.0) %0.8 % (0.6) %revenue

EBITDA as a % of 13.1 %3.5 % 5.7 % (27.0) %1.1 % (0.7) %value-add revenue



Adjusted $451 $ 345 $ 385 $36 $1,217 $ (172)$1,045 EBITDA

Adjusted EBITDA as6.7 %9.3 % 14.1 % 1.6 %7.9 % 6.8 %a % of revenue

Adjusted EBITDA as a % of 13.4 %9.3 % 14.1 % 1.6 %10.1 % 8.7 %value-add revenue





Q4 2019 YTD

Global Segments

Ride Clean AirPowertrain Motorparts Total CorporateTotal Performance

Net sales and $7,121 $ 4,408 $ 3,167 $2,754 $17,450 $ - $17,450 operating revenues

Less: Substrate3,027 - - - 3,027 - 3,027 sales

Value-add$4,094 $ 4,408 $ 3,167 $2,754 $14,423 $ - $14,423 revenues



EBITDA $582 $ 363 $ 184 $8 $1,137 $ (343)$794

EBITDA as a % of 8.2 %8.2 % 5.8 % 0.3 %6.5 % 4.6 %revenue

EBITDA as a % of 14.2 %8.2 % 5.8 % 0.3 %7.9 % 5.5 %value-add revenue



Adjusted $607 $ 425 $ 413 $157 $1,602 $ (187)$1,415 EBITDA

Adjusted EBITDA as8.5 %9.6 % 13.0 % 5.7 %9.2 % 8.1 %a % of revenue

Adjusted EBITDA as a % of 14.8 %9.6 % 13.0 % 5.7 %11.1 % 9.8 %value-add revenue

_________________________________________

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

(2) Tenneco presents the above reconciliation of revenues in order to reflectEBITDA and adjusted EBITDA as a percent of both total revenues and value-addrevenues. Substrate sales include precious metals pricing, which may bevolatile. 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 thecompleted system. While Tenneco original equipment customers assume the risk ofthis volatility, it impacts reported revenue. Excluding substrate salesremoves this impact. Further, presenting EBITDA and adjusted EBITDA as apercent of value-add revenue assists investors in evaluating the company'soperational performance without the impact of such substrate sales. See priorpages 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)



Q4 2020

Revenues Substrate Sales Value-add Revenues

Clean Air $ 313 $ 125 $ 188

Powertrain 224 - 224

Ride Performance 71 - 71

Total Tenneco Inc. $ 608 $ 125 $ 483



Q4 2019*

Revenues Substrate Sales Value-add Revenues

Clean Air $ 264 $ 108 $ 156

Powertrain 240 - 240

Ride Performance 72 - 72

Total Tenneco Inc. $ 576 $ 108 $ 468



Q4 2020 YTD*

Revenues Substrate Sales Value-add Revenues

Clean Air ^(3) $ 1,066 $ 436 $ 630

Powertrain 765 - 765

Ride Performance ^(3) 238 - 238

Total Tenneco Inc. ^(3)$ 2,069 $ 436 $ 1,633



Q4 2019 YTD*

Revenues Substrate Sales Value-add Revenues

Clean Air $ 1,114 $ 411 $ 703

Powertrain 916 - 916

Ride Performance 340 - 340

Total Tenneco Inc. $ 2,370 $ 411 $ 1,959

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* 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.

(2) Tenneco presents the above reconciliation of revenues in order to reflectvalue-add revenues separately from substrate sales which include preciousmetals pricing, which may be volatile. Substrate sales occur when, at thedirection of its OE customers, Tenneco purchases catalytic converters orcomponents thereof from suppliers, uses them in its manufacturing processes andsells them as part of the completed system. While Tenneco original equipmentcustomers assume the risk of this volatility, it impacts reported revenue. Excluding substrate sales removes this impact. Tenneco uses this informationto analyze the trend in revenues before these factors. Tenneco believesinvestors find this information useful in understanding period to periodcomparisons in the company's revenues.

(3) YTD 2020 includes reclassification between prior quarters vehicle typerevenue to conform to Q4 2020 presentation for comparability purposes.

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SOURCE Tenneco Inc.