PR Newswire | Aug 5, 2021 07:01AM EDT

08/05 06:00 CDT

Tenneco Delivers Solid Second Quarter 2021 ResultsStrong execution on year-over-year revenue growth delivered margin expansion and higher cash flowReconfirms midpoint of full-year adjusted EBITDA guidance LAKE FOREST, Ill., Aug. 5, 2021

LAKE FOREST, Ill., Aug. 5, 2021 /PRNewswire/ -- Tenneco (NYSE: TEN) today announced results for the second quarter ended June 30, 2021, including the following:

* Higher total revenue, up 74% year-over-year to $4.6 billion. Value-add revenue increased to $3.5 billion, 68% higher versus second quarter 2020, excluding positive currency impact of $117 million. * The Company reported a net loss of $10 million, or $(0.12) per diluted share, versus a net loss of $350 million or $(4.30) per diluted share in the second quarter 2020. This quarter's net loss was primarily due to one-time charges related to the Accelerate+ structural cost improvement program. * Adjusted net income for the quarter was $69 million, or $0.84 per diluted share, an improvement of $244 million, or $2.99 per diluted share, as compared to prior year. * EBIT* jumped to $127 million, compared to a loss of $375 million in second quarter 2020. EBIT as a percent of revenue increased to 2.8% versus -14.2% in the prior year. * Adjusted EBITDA** climbed to $356 million, compared to $8 million in second quarter 2020. Adjusted EBITDA as a percent of value-add revenue improved to 10.2%, versus 0.4% last year. * Stronger first half 2021 cash flow and higher earnings resulted in a 1.4x improvement in the Company's net leverage ratio*** compared to December 31, 2020.

With strong execution on year-over-year revenue growth, Tenneco delivered margin expansion and higher cash flow in Q2 "Solid operational performance on higher revenue and structural cost savings from the Accelerate+ program drove margin expansion and cash generation," said Brian Kesseler, Tenneco CEO. "The global Tenneco team remained focused on driving operational improvements while managing through challenging market conditions, and our cash flow conversion focus continued to deliver net debt reduction."

OutlookFor 2021, Tenneco has updated its full year guidance ranges, reconfirmed the midpoint of its full-year adjusted EBITDA guidance of $1.4 billion and continues to expect its net debt to fall below $4.2 billion at year-end.

Full Year 2021 Second Half 2021

Revenue $18.3 - 18.6B Revenue $9.0 - 9.3B

Value-Add Revenue$13.8 - 14.1B Value-Add Revenue$6.7 - 7.0B

Adjusted EBITDA**$1.36 - 1.44B Adjusted EBITDA**$616 - 696M

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.

*** Net leverage ratio: Ratio of debt net of total cash balances to adjustedLTM EBITDA including noncontrolling interests.

"We remain committed to our strategic priorities to create shareholder value in the near-term through net debt reduction, and in the long-term by delivering sustained growth from prioritized investments, particularly in the Motorparts and Performance Solutions segments," Kesseler added. "Our global team is focused on driving continuous improvements that keep our team members safe, our operations productive and our customers successful."

Earnings Conference Call DetailsThe Company will report its second quarter 2021 financial results before the market opens on Thursday, August 5, 2021 and host a webcast conference call the same day at 9:30 a.m. ET. The purpose of the call is to discuss the Company's financial results for the second quarter 2021, 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/10158015/ea28a7cdc2

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) - 6 monthsBalance SheetsStatements of Cash Flows - 3 MonthsStatements of Cash Flows - 6 Months

Attachment 2Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 MonthsReconciliation of GAAP to Non-GAAP Earnings Measures - 6 MonthsReconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures - 3 and 6 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 and 6 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 6 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, Performance Solutions, 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; 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; disasters, local and global public health emergencies or other catastrophic events, where we or our customers do business, and any resultant disruptions; 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 comply with the covenants contained in 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; supply chain disruptions, including constraints on steel and semiconductors and resulting increases in costs, impacting our company, our customers or the automotive industry; 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; to the announced plans, in an effort to reduce greenhouse gas emissions, of governments and vehicle manufacturers 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 a separation will underperform relative to our expectations; the ongoing transaction costs and risk that 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, 2020, and quarterly report on Form 10-Q for the quarter ended March 31, 2021.

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 June 30,

2021 2020*

Net sales and operating revenues:

Motorparts $794 $559

Performance Solutions 715 378

Clean Air - Value-add revenues 943 517

Clean Air - Substrate sales 1,081 623

Powertrain 1,050 560

Total net sales and operating revenues 4,583 2,637

Costs and expenses:

Cost of sales (exclusive of depreciation and amortization) 3,973 2,498

Selling, general, and administrative 269 195

Depreciation and amortization 145 159

Engineering, research, and development 73 55

Restructuring charges, net and asset impairments 27 121

Total costs and expenses 4,487 3,028

Other income (expense):

Non-service pension and postretirement benefit (costs) credits 3 1

Equity in earnings (losses) of nonconsolidated affiliates, net of tax 15 4

Other income (expense), net 13 11

31 16

Earnings (loss) before interest expense, income taxes, and noncontrolling 127 (375) interests

Interest expense (69) (66)

Earnings (loss) before income taxes and noncontrolling interests 58 (441)

Income tax (expense) benefit (41) 101

Net income (loss) 17 (340)

Less: Net income (loss) attributable to noncontrolling interests 27 10

Net income (loss) attributable to Tenneco Inc. $(10) $(350)



Basic earnings (loss) per share:

Earnings (loss) per share $(0.12) $(4.30)

Weighted average shares outstanding 82.3 81.4

Diluted earnings (loss) per share:

Earnings (loss) per share $(0.12) $(4.30)

Weighted average shares outstanding 82.3 81.4

* Beginning in the first quarter of 2021, the Company made a change to itsoperating segments. This change consisted of moving a reporting unitwithin the Powertrain segment to the Ride Performance segment. Inaddition, with this change to its segments, Ride Performance was renamedPerformance Solutions. As such, prior period operating segment resultshave been conformed to reflect the Company's current operatingsegments.

ATTACHMENT 1

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

Unaudited

(millions, except per share amounts)

Six Months Ended June 30,

2021 2020*

Net sales and operating revenues:

Motorparts $1,513 $1,265

Performance Solutions 1,502 1,047

Clean Air - Value-add revenues 1,979 1,362

Clean Air - Substrate sales 2,169 1,323

Powertrain 2,151 1,476

Total net sales and operating revenues 9,314 6,473

Costs and expenses:

Cost of sales (exclusive of depreciation and amortization) 8,034 5,837

Selling, general, and administrative 524 444

Depreciation and amortization 300 330

Engineering, research, and development 145 132

Restructuring charges, net and asset impairments 52 605

Goodwill and intangible impairment charges - 383

Total costs and expenses 9,055 7,731

Other income (expense):

Non-service pension and postretirement benefit (costs) credits 6 2

Equity in earnings (losses) of nonconsolidated affiliates, net of tax 37 17

Gain (loss) on extinguishment of debt 8 -

Other income (expense), net 21 19

72 38

Earnings (loss) before interest expense, income taxes, and noncontrolling 331 (1,220) interests

Interest expense (139) (141)

Earnings (loss) before income taxes and noncontrolling interests 192 (1,361)

Income tax (expense) benefit (88) 195

Net income (loss) 104 (1,166)

Less: Net income (loss) attributable to noncontrolling interests 49 23

Net income (loss) attributable to Tenneco Inc. $55 $(1,189)



Basic earnings (loss) per share:

Earnings (loss) per share $0.68 $(14.64)

Weighted average shares outstanding 82.1 81.3

Diluted earnings (loss) per share:

Earnings (loss) per share $0.67 $(14.64)

Weighted average shares outstanding 83.1 81.3

* Beginning in the first quarter of 2021, the Company made a change toits operating segments. This change consisted of moving a reporting unitwithin the Powertrain segment to the Ride Performance segment. Inaddition, with this change to its segments, Ride Performance was renamedPerformance Solutions. As such, prior period operating segment resultshave been conformed to reflect the Company's current operatingsegments.

ATTACHMENT 1

TENNECO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(dollars in millions)



June 30, 2021 December 31, 2020

Assets

Cash and cash equivalents $713 $798

Restricted cash 6 5

Receivables, net 2,747 (a)2,528 (a)

Inventories 1,920 1,743

Prepayments and other current assets 619 619

Other noncurrent assets 2,980 3,102

Property, plant, and equipment, net 2,956 3,057

Total assets $11,941 $11,852

Liabilities and Shareholders' Equity

Short-term debt, including current maturities of long-term debt $126 $162

Accounts payable 3,101 2,917

Accrued compensation and employee benefits 456 365

Accrued income taxes 69 54

Accrued expenses and other current liabilities 1,061 1,188

Long-term debt 5,081 (b)5,171 (b)

Deferred income taxes 96 89

Pension and postretirement benefits 1,057 1,101

Deferred credits and other liabilities 514 546

Redeemable noncontrolling interests 108 78

Total Tenneco Inc. shareholders' equity (deficit) (42) (119)

Noncontrolling interests 314 300

Total liabilities, redeemable noncontrolling interests, and equity$11,941 $11,852

June 30, 2021December 31, 2020

(a) Accounts receivable net of:

Accounts receivable outstanding and derecognized $ 992 $956



(b) Long-term debt composed of:

Revolver Borrowings $ - $-

LIBOR plus 2.00% Term Loan A due 2019 through 2023^(1) 1,458 1,520

LIBOR plus 3.00% Term Loan B due 2019 through 2025 1,609 1,612

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

$500 million of 5.000% Senior Notes due 2026 495 494

(eu)300 million of Euribor plus 4.875% Euro Floating Rate Notes due 2024^(2)- 370

(eu)350 million of 5.000% Euro Fixed Rate Notes due 2024^(2) - 445

$500 million of 7.875% Senior Secured Notes due 2029 490 489

$800 million of 5.125% Senior Secured Notes due 2029^(3) 786 -

Other debt, primarily foreign instruments 27 23

5,088 5,176

Less: maturities classified as current 7 5

Total long-term debt $ 5,081 $5,171

(1) The interest rate on Term Loan A at December 31, 2020 was LIBOR plus 2.50%.

The Company satisfied and discharged all of its 4.875% Euro Floating(2) Rate Notes due 2024 and 5.000% Euro Fixed Rate Notes due 2024 on March 17, 2021.

(3) On March 17, 2021, the Company issued $800 million aggregate principal amount of 5.125% senior secured notes due April 15, 2029.

ATTACHMENT 1

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(dollars in millions)



Three Months Ended June 30,

2021 2020

Operating Activities

Net income (loss) $ 17 $ (340)

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

Depreciation and amortization 145 159

Deferred income taxes 16 (76)

Stock-based compensation 4 7

Restructuring charges and asset impairments, net of cash paid 3 86

Change in pension and other postretirement benefit plans (10) (7)

Equity in earnings of nonconsolidated affiliates (15) (4)

Cash dividends received from nonconsolidated affiliates 1 5

Loss (gain) on sale of assets and other 2 (1)

Changes in operating assets and liabilities:

Receivables (29) 35

Inventories (73) 365

Payables and accrued expenses 9 (404)

Accrued interest and accrued income taxes 26 (46)

Other assets and liabilities (23) 42

Net cash (used) provided by operating activities 73 (179)

Investing Activities

Proceeds from sale of assets 5 3

Proceeds from sale of investment in nonconsolidated affiliates 3 -

Cash payments for property, plant, and equipment (90) (75)

Proceeds from deferred purchase price of factored receivables 139 35

Other - (1)

Net cash (used) provided by investing activities 57 (38)

Financing Activities

Proceeds from term loans and notes 25 29

Repayments of term loans and notes (77) (49)

Debt issuance costs of long-term debt (1) (8)

Borrowings on revolving lines of credit 1,494 1,660

Payments on revolving lines of credit (1,477) (877)

Net increase (decrease) in bank overdrafts - 61

Distributions to noncontrolling interest partners (1) -

Other (22) (12)

Net cash (used) provided by financing activities (59) 804

Effect of foreign exchange rate changes on cash, cash equivalents, and 17 14 restricted cash

Increase (decrease) in cash, cash equivalents, and restricted cash 88 601

Cash, cash equivalents, and restricted cash, beginning of period 631 770

Cash, cash equivalents, and restricted cash, end of period $ 719 $ 1,371

Supplemental Cash Flow Information

Cash paid during the period for interest $ 35 $ 56

Cash paid during the period for income taxes, net of refunds $ 16 $ 34

Lease assets obtained in exchange for new operating lease liabilities $ 11 $ 3

Non-cash inventory charge due to aftermarket product line exit $ 44 $ 82

Non-cash Investing Activities

Period end balance of accounts payable for property, plant, and equipment $ 86 $ 86

Deferred purchase price of receivables factored in the period $ 131 $ 35

ATTACHMENT 1

TENNECO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(dollars in millions)



Six Months Ended June 30,

2021 2020

Operating Activities

Net income (loss) $ 104$ (1,166)

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

Goodwill and intangible impairment charges - 383

Depreciation and amortization 300 330

Deferred income taxes 12 (242)

Stock-based compensation 9 9

Restructuring charges and asset impairments, net of cash paid 3 540

Change in pension and other postretirement benefit plans (11) (26)

Equity in earnings of nonconsolidated affiliates (37) (17)

Cash dividends received from nonconsolidated affiliates 58 18

Loss (gain) on sale of assets and other (7) (1)

Changes in operating assets and liabilities:

Receivables (481) 174

Inventories (193) 292

Payables and accrued expenses 249 (540)

Accrued interest and accrued income taxes 34 (17)

Other assets and liabilities (17) (68)

Net cash (used) provided by operating activities 23 (331)

Investing Activities

Proceeds from sale of assets 12 5

Net proceeds from sale of business 1 -

Proceeds from sale of investment in nonconsolidated affiliates 3 -

Cash payments for property, plant, and equipment (185) (212)

Proceeds from deferred purchase price of factored receivables 254 91

Other - 1

Net cash (used) provided by investing activities 85 (115)

Financing Activities

Proceeds from term loans and notes 838 96

Repayments of term loans and notes (939) (133)

Debt issuance costs of long-term debt (12) (16)

Borrowings on revolving lines of credit 2,876 4,821

Payments on revolving lines of credit (2,871)(3,536)

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

Net increase (decrease) in bank overdrafts - 59

Distributions to noncontrolling interest partners (8) (2)

Payments on securitization programs and other (71) (1)

Net cash (used) provided by financing activities (189) 1,287

Effect of foreign exchange rate changes on cash, cash equivalents, and (3) (36) restricted cash

Increase (decrease) in cash, cash equivalents, and restricted cash (84) 805

Cash, cash equivalents, and restricted cash, beginning of period 803 566

Cash, cash equivalents, and restricted cash, end of period $ 719$ 1,371

Supplemental Cash Flow Information

Cash paid during the period for interest $ 100$ 123

Cash paid during the period for income taxes, net of refunds $ 62 $ 75

Lease assets obtained in exchange for new operating lease liabilities $ 26 $ 54

Non-cash inventory charge due to aftermarket product line exit $ 44 $ 82

Non-cash Investing Activities

Period end balance of accounts payable for property, plant, and equipment $ 86 $ 86

Deferred purchase price of receivables factored in the period $ 266$ 95

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

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(dollars in millions, except per share amounts)



Q2 2021 Q2 2020

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

Earnings (Loss) Measures $(10) $(0.12)$27 $ (41) $127$272$ (350) $(4.30)$ 10 $101 $(375)$(216)



Adjustments:



Restructuring and related 29 0.35 - (2) 31 31 82 1.00 - (25) 107 105 expenses ^(5)



Inventory write-down ^(6) 44 0.53 - - 44 44 63 0.78 - (19) 82 82



Asset impairments ^(7) 4 0.05 - 1 3 3 22 0.27 - (7) 29 29



Other costs (including strategic and 5 0.06 - - 5 5 6 0.08 - (2) 8 8 transaction related)^ (8)



Loss on sale of 1 0.01 - - 1 1 - - - - - - unconsolidated JV affiliate



Net tax adjustments (4) (0.04) - (4) - - 2 0.02 - 2 - -



Adjusted Net income, EPS, NCI, Tax, EBIT, and $69 $0.84 $27 $ (46) $211$356$ (175) $(2.15)$ 10 $50 $(149)$8 EBITDA ^(4)

Q2 2021

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net income (loss) attributable to Tenneco Inc. $(10)

Net income (loss) attributable to noncontrolling 27 interests

Net income (loss) 17

Income tax (expense) benefit (41)

Interest expense (69)

EBIT, Earnings (Loss) before interest expense, 127 income taxes and noncontrolling interests

Depreciation and amortization 145

Total EBITDA including noncontrolling interests ^(3)$67 $32 $143 $ 94 $336$(64) $272

Restructuring and related expenses ^(5) 6 9 2 8 25 6 31

Inventory write-down ^(6) 44 - - - 44 - 44

Asset impairments^ (7) 1 - - - 1 2 3

Loss on sale of unconsolidated JV affiliate - 1 - - 1 - 1

Other costs (including strategic and transaction - - 1 - 1 4 5 related) ^(8)

Adjusted EBITDA ^(4) $118 $42 $146 $ 102 $408$(52) $356

Q2 2020*

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net income (loss) attributable to Tenneco Inc. $(350)

Net income (loss) attributable to noncontrolling 10 interests

Net income (loss) (340)

Income tax (expense) benefit 101

Interest expense (66)

EBIT, Earnings (Loss) before interest expense, (375) income taxes and noncontrolling interests

Depreciation and amortization 159

Total EBITDA including noncontrolling interests ^(3)$(52) $ (63) $17 $ (69) $(167)$(49) $(216)

Restructuring and related expenses ^(5) 17 29 21 37 104 1 105

Inventory write-down ^(6) 82 - - - 82 - 82

Asset impairments ^(7) 24 - - 4 28 1 29

Other costs (including strategic and transaction - - - - - 8 8 related) ^(8)

Adjusted EBITDA ^(4) $71 $ (34) $38 $ (28) $47 $(39) $8

* Beginning in the first quarter of 2021, the Company made a change to itsoperating segments. This change consisted of moving a reporting unitwithin the Powertrain segment to the Ride Performance segment. Inaddition, with this change to its segments, Ride Performance was renamedPerformance Solutions. As such, prior period operating segment resultshave been conformed to reflect the Company's current operatingsegments.

(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 thecompany and other items impacting comparability between the periods.Adjustments similar to the ones reflected above have been recorded inearlier periods, and similar types of adjustments can reasonably beexpected to be recorded in future periods. Using only the non-GAAPearnings measures to analyze earnings would have material limitationsbecause its calculation is based on the subjective determinations ofmanagement regarding the nature and classification of events andcircumstances 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 itemsthat may have a disproportionate positive or negative impact on thecompany's financial results in any particular period.

(3) EBITDA including noncontrolling interests represents income beforeinterest expense, income taxes, noncontrolling interests and depreciationand amortization. EBITDA including noncontrolling interests is not acalculation based upon GAAP. The amounts included in the EBITDA includingnoncontrolling interests calculation, however, are derived from amountsincluded in the historical statements of income data. In addition, EBITDAincluding noncontrolling interests should not be considered as analternative to net income attributable to Tenneco Inc. or operating incomeas an indicator of the company's operating performance, or as analternative to operating cash flows as a measure of liquidity. Tennecohas presented EBITDA including noncontrolling interests because itregularly reviews EBITDA including noncontrolling interests as a measureof the company's performance. In addition, Tenneco believes its investorsutilize and analyze the company's EBITDA including noncontrollinginterests for similar purposes. Tenneco also believes EBITDA includingnoncontrolling interests assists investors in comparing a company'sperformance on a consistent basis without regard to depreciation andamortization, which can vary significantly depending upon many factors. However, the EBITDA including noncontrolling interests measure presentedmay 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 amanner that allows a better understanding of operational activitiesseparate from the financial impact of decisions made for the long termbenefit of the company and other items impacting comparability betweenperiods. Similar adjustments have been recorded in earlier periods andsimilar types of adjustments can reasonably be expected to be recorded infuture periods. The company believes investors find the non-GAAPinformation helpful in understanding the ongoing performance of operationsseparate from items that may have a disproportionate positive or negativeimpact on the company's financial results in any particular period.

(5) Q2 2020 includes $2 million of accelerated depreciation related toplant closures.

(6) Non-cash charge to write-down inventory to its net realizable value.

(7) Asset impairment charges.

(8) Amounts in Q2 2020 included costs related to the acquisitions andexpected separation.

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(dollars in millions, except per share amounts)



Q2 2021 YTD Q2 2020 YTD

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

Earnings (Loss) Measures $55 $0.67$49 $(88) $331$631$(1,189) $(14.64)$ 23 $195 $(1,220)$(890)



Adjustments:



Restructuring and related 57 0.67 - (5) 62 59 113 1.38 - (33) 146 139 expenses ^(5)



Inventory write-down ^(6) 44 0.53 - - 44 44 63 0.78 - (19) 82 82



Goodwill and intangible - - - - - - 366 4.52 5 (12) 383 383 impairment charge ^(7)



Asset impairments ^(8) 4 0.05 - 1 3 3 393 4.84 7 (100) 500 500



Other costs (including strategic and transaction 13 0.15 - - 13 13 25 0.31 - (8) 33 33 related)^ (9)



Loss on sale of 1 0.01 - - 1 1 - - - - - - unconsolidated JV affiliate



Loss on sale of business - 0.01 - (1) 1 1 - - - - - -



Gain on debt extinguishment(8) (0.10)- - (8) (8) - - - - - -



Noncontrolling interests - - - - - - 11 0.14 (11) - - - adjustments ^(10)



Net tax adjustments (7) (0.08)- (7) - - 17 0.20 - 17 - -



Adjusted Net income, EPS, NCI, Tax, EBIT, and $159 $1.91$49 $(100) $447$744$(201) $(2.47) $ 24 $40 $(76) $247 EBITDA ^(4)

Q2 2021 YTD

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net income (loss) attributable to Tenneco Inc. $55

Net income (loss) attributable to noncontrolling 49 interests

Net income (loss) 104

Income tax (expense) benefit (88)

Interest expense (139)

EBIT, Earnings (Loss) before interest expense, 331 income taxes and noncontrolling interests

Depreciation and amortization 300

Total EBITDA including noncontrolling interests ^(3)$169 $75 $292 $ 209 $745$(114) $631

Restructuring and related expenses ^(5) 8 13 11 19 51 8 59

Inventory write-down ^(6) 44 - - - 44 - 44

Loss on sale of business 1 - - - 1 - 1

Asset impairments ^(8) 1 - - - 1 2 3

Loss on sale of unconsolidated JV affiliate - 1 - - 1 - 1

Other costs (including strategic and transaction - - - - - 13 13 related) ^(9)

Gain on debt extinguishment - - - - - (8) (8)

Adjusted EBITDA ^(4) $223 $89 $303 $ 228 $843$(99) $744

Q2 2020 YTD*

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net income (loss) attributable to Tenneco Inc. $(1,189)

Net income (loss) attributable to noncontrolling 23 interests

Net income (loss) (1,166)

Income tax (expense) benefit 195

Interest expense (141)

EBIT, Earnings (Loss) before interest expense, (1,220) income taxes and noncontrolling interests

Depreciation and amortization 330

Total EBITDA including noncontrolling interests ^(3)$(92) $(737) $116 $ (42) $(755)$(135) $(890)

Restructuring and related expenses ^(5) 20 54 22 37 133 6 139

Inventory write-down ^(6) 82 - - - 82 - 82

Goodwill and intangible impairment charges ^(7) 110 232 - 41 383 - 383

Asset impairments ^(8) 24 455 - 4 483 17 500

Other costs (including strategic and transaction - - 4 - 4 29 33 related) ^(9)

Adjusted EBITDA ^(4) $144 $4 $142 $ 40 $330 $(83) $247

* Beginning in the first quarter of 2021, the Company made a change to itsoperating segments. This change consisted of moving a reporting unit within thePowertrain segment to the Ride Performance segment. In addition, with thischange to its segments, Ride Performance was renamed Performance Solutions. Assuch, prior period operating segment results have been conformed to reflect theCompany's current operating segments.

(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) Q2 YTD 2021 and Q2 YTD 2020 includes $3 million and $7 million ofaccelerated depreciation related to plant closures, respectively.

(6) Non-cash charge to write-down inventory to its net realizable value.

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

(8) Asset impairment charges.

(9) Amounts in Q2 YTD 2020 included costs related to the acquisitions andexpected separation.

(10) Amount related to adjustments made to mark certain redeemablenoncontrolling interests to their redemptionvalues.

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)



Q2 2021

Global Segments

Motorparts PerformanceClean AirPowertrain Total CorporateTotal Solutions

Net sales and operating revenues$ 794 $ 715 $2,024 $ 1,050 $4,583 $- $4,583

Less: Substrate sales - - 1,081 - 1,081 - 1,081

Value-add revenues $ 794 $ 715 $943 $ 1,050 $3,502 $- $3,502



EBITDA $ 67 $ 32 $143 $ 94 $336 $(64) $272

EBITDA as a % of revenue 8.4 % 4.5 % 7.1 %9.0 % 7.3 % 5.9 %

EBITDA as a % of value-add 8.4 % '4.5 % 15.2 %9.0 % 9.6 % 7.8 %revenue



Adjusted EBITDA $ 118 $ 42 $146 $ 102 $408 $(52) $356

Adjusted EBITDA as a % of 14.9 % 5.9 % 7.2 %9.7 % 8.9 % 7.8 %revenue

Adjusted EBITDA as a % of 14.9 % 5.9 % 15.5 %9.7 % 11.7 % 10.2 %value-add revenue

Q2 2020

Global Segments

Motorparts PerformanceClean Air Powertrain Total CorporateTotal Solutions

Net sales and operating revenues$ 559 $ 378 $1,140 $ 560 $2,637 $- $2,637

Less: Substrate sales - - 623 - 623 - 623

Value-add revenues $ 559 $ 378 $517 $ 560 $2,014 $- $2,014



EBITDA $ (52) $ (63) $17 $ (69) $(167) $(49) $(216)

EBITDA as a % of revenue (9.3) % (16.7) % 1.5 % (12.3) % (6.3) % (8.2) %

EBITDA as a % of value-add (9.3) % (16.7) % 3.3 %'(12.3) % (8.3) % (10.7) %revenue



Adjusted EBITDA $ 71 $ (34) $38 $ (28) $47 $(39) $8

Adjusted EBITDA as a % of 12.7 % (9.0) % 3.3 % (5.0) % 1.8 % 0.3 %revenue

Adjusted EBITDA as a % of 12.7 % (9.0) % 7.4 % (5.0) % 2.3 % 0.4 %value-add revenue

Q2 2021 YTD

Global Segments

Motorparts Performance Clean AirPowertrain Total CorporateTotal Solutions

Net sales and operating revenues $ 1,513 $ 1,502 $4,148 $ 2,151 $9,314 $- $9,314

Less: Substrate sales - - 2,169 - 2,169 - 2,169

Value-add revenues $ 1,513 $ 1,502 $1,979 $ 2,151 $7,145 $- $7,145



EBITDA $ 169 $ 75 $292 $ 209 $745 $(114) $631

EBITDA as a % of revenue 11.2 % 5.0 % 7.0 %9.7 % 8.0 % 6.8 %

EBITDA as a % of value-add 11.2 % '5.0 % 14.8 %9.7 % 10.4 % 8.8 %revenue



Adjusted EBITDA $ 223 $ 89 $303 $ 228 $843 $(99) $744

Adjusted EBITDA as a % of revenue14.7 % 5.9 % 7.3 %10.6 % 9.1 % 8.0 %

Adjusted EBITDA as a % of 14.7 % 5.9 % 15.3 %10.6 % 11.8 % 10.4 %value-add revenue





Q2 2020 YTD

Global Segments

Motorparts Performance Clean AirPowertrain Total CorporateTotal Solutions

Net sales and operating revenues $ 1,265 $ 1,047 $2,685 $ 1,476 $6,473 $- $6,473

Less: Substrate sales - - 1,323 - 1,323 - 1,323

Value-add revenues $ 1,265 $ 1,047 $1,362 $ 1,476 $5,150 $- $5,150



EBITDA $ (92) $ (737) $116 $ (42) $(755) $(135) $(890)

EBITDA as a % of revenue (7.3) % (70.4) % 4.3 %(2.8) % (11.7) % (13.7) %

EBITDA as a % of value-add (7.3) % '(70.4) % 8.5 %(2.8) % (14.7) % (17.3) %revenue



Adjusted EBITDA $ 144 $ 4 $142 $ 40 $330 $(83) $247

Adjusted EBITDA as a % of revenue11.4 % 0.4 % 5.3 %2.7 % 5.1 % 3.8 %

Adjusted EBITDA as a % of 11.4 % 0.4 % 10.4 %2.7 % 6.4 % 4.8 %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) TO NON-GAAP REVENUE MEASURES^(2)

Unaudited

(dollars in millions except percents)



% Change Q2 2020 Value- Volume, MixQ2 2021 Value-increase add Revenues Currencyand Other add Revenues (decrease) excluding currency

Motorparts $ 559 $ 19 $216 $ 794 38.6 %

Performance Solutions378 32 305 715 80.7 %

Clean Air 517 31 395 943 76.4 %

Powertrain 560 35 455 1,050 81.3 %

Total Tenneco Inc. $ 2,014 $ 117 $1,371 $ 3,502 68.1 %

% Change Q2 2020 YTD Volume, MixQ2 2021 YTDincrease Value-add Currencyand Other Value-add (decrease) Revenues Revenues excluding currency

Motorparts $ 1,265 $28 $ 220 $ 1,513 17.4 %

Performance Solutions1,047 59 396 1,502 37.8 %

Clean Air 1,362 58 559 1,979 41.0 %

Powertrain 1,476 76 599 2,151 40.6 %

Total Tenneco Inc. $ 5,150 $221 $ 1,774 $ 7,145 34.4 %

(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 NON-GAAP MEASURES

Debt net of total cash / Adjusted LTM EBITDA including noncontrolling interests

Unaudited

(dollars in millions except ratios)

June 30, June 30, 2021 2020

Total debt $5,207 $6,851

Total cash, cash equivalents and restricted cash (total cash) 719 1,371

Debt net of total cash balances ^(1) $4,488 $5,480

Adjusted LTM EBITDA including noncontrolling interests ^(2) (3)$1,542 $921

Net leverage ratio ^(4) 2.9x 6.0x

Q3 2020 Q4 2020Q1 2021Q2 2021Q2 2021 LTM

Net income (loss) attributable to Tenneco Inc. $(499)$167 $65 $(10)$(277)

Net income (loss) attributable to noncontrolling 19 19 22 27 87 interests

Net income (loss) (480) 186 87 17 (190)

Income tax (expense) benefit (648) (6) (47) (41) (742)

Interest expense (68) (68) (70) (69) (275)

EBIT, Earnings (Loss) before interest expense, 236 260 204 127 827 income taxes and noncontrolling interests

Depreciation and amortization 151 158 155 145 609

Total EBITDA including noncontrolling interests ^(2)$387 $418 $359 $272 $1,436



Adjustments:

Restructuring and related expenses 24 6 28 31 89

Inventory write-down ^(5) (9) - - 44 35

Other costs (including strategic and transaction 4 1 8 5 18 related) ^(6)

Asset impairments ^(7) 3 - - 3 6

Loss on sale of unconsolidated JV affiliate - - - 1 1

Antitrust reserve change in estimate ^(8) - (11) - - (11)

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

Gain on extinguishment of debt - (2) (8) - (10)

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

Total Adjusted EBITDA including noncontrolling $388 $410 $388 $356 $1,542 interests ^(3)

Q3 2019Q4 2019 Q1 2020 Q2 2020 Q2 2020 LTM

Net income (loss) attributable to Tenneco Inc. $70 $(313)$(839)$(350)$(1,432)

Net income (loss) attributable to noncontrolling 8 75 13 10 106 interests

Net income (loss) 78 (238) (826) (340) (1,326)

Income tax (expense) benefit 9 (14) 94 101 190

Interest expense (79) (80) (75) (66) (300)

EBIT, Earnings (Loss) before interest expense, 148 (144) (845) (375) (1,216) income taxes and noncontrolling interests

Depreciation and amortization 165 170 171 159 665

Total EBITDA including noncontrolling interests ^(2)$313 $26 $(674)$(216)$(551)



Adjustments:

Restructuring and related expenses 28 36 34 105 203

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

Other costs (including strategic and transaction 30 30 25 8 93 related) ^(6)

Asset impairments ^(7) - - 471 29 500

Antitrust reserve change in estimate ^(8) (9) - - - (9)

Goodwill and intangible impairment charges ^(10) 9 172 383 - 564

Cost reduction initiatives ^(11) 6 (1) - - 5

Costs to achieve synergies ^(12) 7 8 - - 15

Purchase accounting charges ^(13) 11 2 - - 13

Process harmonization ^(14) - 16 - - 16

Pension charges/adjustments ^(15) - (2) - - (2)

Warranty charge ^(16) 1 - - - 1

Brazil tax credit ^(17) (22) - - - (22)

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

Impairment of assets held for sale 8 - - - 8

Total Adjusted EBITDA including noncontrolling $387 $287 $239 $8 $921 interests ^(3)

(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 companymay not always be able to use cash to repay debt on a dollar-for-dollarbasis.

(2) EBITDA including noncontrolling interests represents income beforeinterest expense, income taxes, noncontrolling interests and depreciationand amortization. EBITDA including noncontrolling interests is not acalculation based upon GAAP. The amounts included in the EBITDA includingnoncontrolling interests calculation, however, are derived from amountsincluded in the historical statements of income data. In addition, EBITDAincluding noncontrolling interests should not be considered as analternative to net income attributable to Tenneco Inc. or operating incomeas an indicator of the company's operating performance, or as analternative to operating cash flows as a measure of liquidity. Tenneco haspresented EBITDA including noncontrolling interests because it regularlyreviews EBITDA including noncontrolling interests as a measure of thecompany's performance. In addition, Tenneco believes its investors utilizeand analyze the company's EBITDA including noncontrolling interests forsimilar purposes. Tenneco also believes EBITDA including noncontrollinginterests assists investors in comparing a company's performance on aconsistent basis without regard to depreciation and amortization, which canvary significantly depending upon many factors. However, the EBITDAincluding noncontrolling interests measure presented may not always becomparable to similarly titled measures reported by other companies due todifferences in the components of the calculation.

(3) Adjusted EBITDA including noncontrolling interests is presented inorder to reflect the results in a manner that allows a better understandingof operational activities separate from the financial impact of decisionsmade for the long term benefit of the company and other items impactingcomparability between the periods. Similar adjustments to EBITDA includingnoncontrolling interests have been recorded in earlier periods, and similartypes of adjustments can reasonably be expected to be recorded in futureperiods. The company believes investors find the non-GAAP informationhelpful in understanding the ongoing performance of operations separatefrom items that may have a disproportionate positive or negative impact onthe company's financial results in any particular period.

(4) Net leverage ratio represents ratio of debt net of total cash balancesto adjusted LTM EBITDA including noncontrolling interests. Tenneco presentsthe above reconciliation of the net leverage ratio to show trends thatinvestors may find useful in understanding the company's ability to serviceits debt. For purposes of this calculation, Adjusted LTM EBITDA includingnoncontrolling 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'sfinancial leverage. This reconciliation is provided as supplementalinformation and not intended to replace the company's existing covenantratios or any other financial measures that investors may find useful indescribing the company's financial position. See notes (1), (2) and (3) fora description of the limitations of using debt net of total cash, EBITDAincluding noncontrolling interests and Adjusted EBITDA includingnoncontrolling interests. See the company's fourth quarter earnings releasedated February 24, 2021 for the calculation of net leverage ratio as ofDecember 31, 2020.

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

(6) Amounts in prior periods included costs related to the acquisitions andexpected separation.

(7) Asset impairment charges.

(8) Reduction in estimated antitrust accrual.

(9) OPEB curtailment as a result of an amended union agreement thateliminates 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.

(13) 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.

(14) Charge due to process harmonization.

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

(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.

ATTACHMENT 2

TENNECO INC.

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

Unaudited

(dollars in millions)



Q2 2021

Original equipment Aftermarket & original Original equipment lightcommercial truck, off- equipment service Total vehicle revenues highway, industrial andrevenues other revenues

Net sales and operating revenues$ 2,601 $ 788 $1,194 $4,583

Less: Substrate sales 871 162 48 1,081

Value-add revenues $ 1,730 $ 626 $1,146 $3,502



Q2 2020

Original equipment Aftermarket & original Original equipment lightcommercial truck, off- equipment service Total vehicle revenues highway, industrial andrevenues other revenues

Net sales and operating revenues$ 1,429 $ 407 $801 $2,637

Less: Substrate sales 501 103 19 623

Value-add revenues $ 928 $ 304 $782 $2,014



Q2 2021 YTD

Original equipment Aftermarket & original Original equipment lightcommercial truck, off- equipment service Total vehicle revenues highway, industrial andrevenues other revenues

Net sales and operating revenues$ 5,506 $ 1,562 $2,246 $9,314

Less: Substrate sales 1,777 311 81 2,169

Value-add revenues $ 3,729 $ 1,251 $2,165 $7,145



Q2 2020 YTD

Original equipment Aftermarket & original Original equipment lightcommercial truck, off- equipment service Total vehicle revenues highway, industrial andrevenues other revenues

Net sales and operating revenues$ 3,693 $ 939 $1,841 $6,473

Less: Substrate sales 1,074 210 39 1,323

Value-add revenues $ 2,619 $ 729 $1,802 $5,150

% Change Q2 2020 Volume, Q2 2021 increase Value-add CurrencyMix and Value-add (decrease) Revenues Other Revenues excluding currency

Original equipment light vehicle revenues $928 $47 $755 $1,730 81.4 %

Original equipment commercial truck, off-highway,304 45 277 626 91.1 % industrial and other revenues

Aftermarket & original equipment service revenues782 25 339 1,146 43.4 %

Total Tenneco Inc. $2,014 $117 $1,371$3,502 68.1 %





Q2 2020 Q2 2021 % Change YTD Value- Volume, YTD Value-increase add CurrencyMix and add (decrease) Revenues Other Revenues excluding currency

Original equipment light vehicle revenues $2,619 $125 $985 $3,729 37.6 %

Original equipment commercial truck, off-highway,729 83 439 1,251 60.2 % industrial and other revenues

Aftermarket & original equipment service revenues1,802 13 350 2,165 19.4 %

Total Tenneco Inc. $5,150 $221 $1,774$7,145 34.4 %

(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.

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SOURCE Tenneco Inc.