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

11/05 06:00 CDT

Tenneco Reports Third Quarter 2021 ResultsSolid performance in a challenging supply chain environment LAKE FOREST, Ill., Nov. 5, 2021

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

* Tenneco posted higher third quarter total revenue of $4.3 billion, up 2% versus prior year. Value-add revenue for the third quarter 2021 was $3.3 billion, 2% lower year-over-year excluding favorable currency impact of $53 million. Tenneco's revenue performance in the quarter strongly outpaced industry light vehicle production, which declined 20% versus last year, driven by our diversified end market mix. * The Company reported net earnings for the third quarter 2021 of $15 million, or $0.17 per diluted share, compared with a net loss in prior year of $499 million, or $(6.12) per diluted share. * Third quarter EBIT* was $125 million versus $236 million in the prior year, and EBIT as a percent of revenue decreased 260 basis points to 2.9% versus 5.5% in the prior year. * Adjusted EBITDA** was $279 million, versus $388 million a year ago. Adjusted EBITDA as a percent of value-add revenue was 8.5%, versus 11.8% last year. The year-over-year margin decline was attributable to temporary cost actions in 2020 that were not repeated this year and net material cost inflation due to timing of recoveries. Volume related inefficiencies caused by the continued semiconductor shortage were more than offset by Accelerate+ structural cost improvements. * Third quarter operating cash flow was a use of $48 million, primarily due to higher inventory levels resulting from volatile production schedules, and year to date free cash flow for debt service was roughly neutral. Higher LTM earnings resulted in a 1.1x improvement in the Company's net leverage ratio*** compared to December 31, 2020.

"Our third quarter results demonstrate the scale and diversification in our regions and markets served and our ability to actively manage costs. Actions taken during the quarter helped mitigate the effects of the volatile light vehicle production environment driven by the semiconductor shortage along with inflationary pressures and other pandemic-related challenges," said Brian Kesseler, Tenneco's chief executive officer. "We appreciate the ongoing efforts of our global team members who remain focused on business-critical priorities during these extraordinary times."

OutlookFor 2021, Tenneco has updated its full year guidance ranges.

FY2021 Current Outlook FY2021 Prior Outlook

Revenue $17.75 - 17.85B Revenue $18.3 - 18.6B

Value-Add Revenue $13.55 - 13.65B Value-Add Revenue$13.8 - 14.1B

Adjusted EBITDA** $1.25 - 1.28B Adjusted EBITDA**$1.36 - 1.44B

Net Debt ^(1) ~$4.3B Net Debt ^(1) <$4.2B

^(1) Total debt net of total cash balances

"Building upon our Accelerate+ structural cost savings program, we are initiating additional cost reduction actions to better flex our capacity to align with the current market conditions, which we expect will carry into 2022," added Kesseler. "Tenneco's mid and long-term prospects remain strong as we continue our disciplined focus on cost reduction, cash generation and investment in our strategic growth drivers. We are well positioned to benefit from the eventual recovery of light vehicle production volumes."

* 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.

Earnings Conference Call DetailsThe Company will host a webcast conference call on Friday, November 5, 2021 at 9:30 a.m. ET. The purpose of the call is to discuss the Company's financial results for the third 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/10161052/ee7271b14c

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

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

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

Attachment 2Reconciliation of GAAP to Non-GAAP Earnings Measures - 3 MonthsReconciliation of GAAP to Non-GAAP Earnings Measures - 9 MonthsReconciliation of GAAP Revenue and Earnings to Non-GAAP Revenue and Earnings Measures - 3 and 9 MonthsReconciliation of GAAP Revenue to Non-GAAP Revenue Measures - 3 and 9 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 9 Months

About TennecoTenneco is one of the world's leading designers, manufacturers, and marketers of automotive products for original equipment and aftermarket customers, with 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 and the impact of inflationary pressures on materials, labor and other costs of doing business; 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; supply chain disruptions, including constraints on steel and semiconductors and resulting increases in costs, impacting our company, our customers or the automotive industry; 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 (including the services of employees) 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; 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, including increased costs associated with strikes or labor or other economic disruptions; 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, including a 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, and June 30, 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 September 30,

2021 2020*

Net sales and operating revenues:

Motorparts $769 $730

Performance Solutions 686 679

Clean Air - Value-add revenues 897 958

Clean Air - Substrate sales 1,039 961

Powertrain 941 928

Total net sales and operating revenues 4,332 4,256

Costs and expenses:

Cost of sales (exclusive of depreciation and amortization) 3,776 3,610

Selling, general, and administrative 240 214

Depreciation and amortization 147 151

Engineering, research, and development 71 67

Restructuring charges, net and asset impairments (4) 17

Total costs and expenses 4,230 4,059

Other income (expense):

Non-service pension and postretirement benefit (costs) credits 4 18

Equity in earnings (losses) of nonconsolidated affiliates, net of tax 10 9

Other income (expense), net 9 12

23 39

Earnings (loss) before interest expense, income taxes, and noncontrolling 125 236 interests

Interest expense (66) (68)

Earnings (loss) before income taxes and noncontrolling interests 59 168

Income tax (expense) benefit (34) (648)

Net income (loss) 25 (480)

Less: Net income (loss) attributable to noncontrolling interests 10 19

Net income (loss) attributable to Tenneco Inc. $15 $(499)



Basic earnings (loss) per share:

Earnings (loss) per share $0.17$(6.12)

Weighted average shares outstanding 82.3 81.5

Diluted earnings (loss) per share:

Earnings (loss) per share $0.17$(6.12)

Weighted average shares outstanding 84.1 81.5

* 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.

ATTACHMENT 1



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



Nine Months Ended September 30,

2021 2020*

Net sales and operating revenues:

Motorparts $2,282$1,995

Performance Solutions 2,188 1,726

Clean Air - Value-add revenues 2,876 2,320

Clean Air - Substrate sales 3,208 2,284

Powertrain 3,092 2,404

Total net sales and operating revenues 13,646 10,729

Costs and expenses:

Cost of sales (exclusive of depreciation and amortization) 11,810 9,447

Selling, general, and administrative 764 658

Depreciation and amortization 447 481

Engineering, research, and development 216 199

Restructuring charges, net and asset impairments 48 622

Goodwill and intangible impairment charges - 383

Total costs and expenses 13,285 11,790

Other income (expense):

Non-service pension and postretirement benefit (costs) credits 10 20

Equity in earnings (losses) of nonconsolidated affiliates, net of tax 47 26

Gain (loss) on extinguishment of debt 8 -

Other income (expense), net 30 31

95 77

Earnings (loss) before interest expense, income taxes, and noncontrolling 456 (984) interests

Interest expense (205) (209)

Earnings (loss) before income taxes and noncontrolling interests 251 (1,193)

Income tax (expense) benefit (122) (453)

Net income (loss) 129 (1,646)

Less: Net income (loss) attributable to noncontrolling interests 59 42

Net income (loss) attributable to Tenneco Inc. $70 $(1,688)



Basic earnings (loss) per share:

Earnings (loss) per share $0.85 $(20.75)

Weighted average shares outstanding 82.2 81.3

Diluted earnings (loss) per share:

Earnings (loss) per share $0.83 $(20.75)

Weighted average shares outstanding 83.5 81.3

* 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.

ATTACHMENT 1



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



September 30, 2021 December 31, 2020

Assets

Cash and cash equivalents $589 $798

Restricted cash 6 5

Receivables, net 2,585 (a)2,528 (a)

Inventories 1,893 1,743

Prepayments and other current assets 744 619

Property, plant, and equipment, net 2,885 3,057

Other noncurrent assets 2,914 3,102

Total assets $11,616 $11,852

Liabilities and Shareholders' Equity

Short-term debt, including current maturities of long-term debt $78 $162

Accounts payable 2,877 2,917

Accrued compensation and employee benefits 408 365

Accrued income taxes 65 54

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

Long-term debt 5,050 (b)5,171 (b)

Deferred income taxes 92 89

Pension and postretirement benefits 1,028 1,101

Deferred credits and other liabilities 496 546

Redeemable noncontrolling interests 111 78

Total Tenneco Inc. shareholders' equity (deficit) (90) (119)

Noncontrolling interests 313 300

Total liabilities, redeemable noncontrolling interests, and equity $11,616 $11,852



September 30, 2021 December 31, 2020

(a) Accounts receivable net of:

Accounts receivable outstanding and derecognized $981 $956



(b) Long-term debt composed of:

Revolver Borrowings $- $-

LIBOR plus 1.75% Term Loan A due 2019 through 2023^(1) 1,428 1,520

LIBOR plus 3.00% Term Loan B due 2019 through 2025 1,607 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) 787 -

Other debt, primarily foreign instruments 25 23

5,055 5,176

Less: maturities classified as current 5 5

Total long-term debt $5,050 $5,171

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

(2) The Company satisfied and discharged all of its 4.875% Euro Floating 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 September 30,

2021 2020

Operating Activities

Net income (loss) $ 25 $(480)

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

Depreciation and amortization 147 151

Deferred income taxes (4) 544

Stock-based compensation 9 4

Restructuring charges and asset impairments, net of cash paid (20) (11)

Change in pension and other postretirement benefit plans (11) (23)

Equity in earnings of nonconsolidated affiliates (10) (9)

Loss (gain) on sale of assets and other 15 2

Changes in operating assets and liabilities:

Receivables 30 (603)

Inventories (1) 11

Payables and accrued expenses (238) 782

Accrued interest and accrued income taxes (10) 40

Other assets and liabilities 20 78

Net cash (used) provided by operating activities (48) 486

Investing Activities

Proceeds from sale of assets 27 3

Net proceeds from sale of business - 3

Proceeds from sale of investment in nonconsolidated affiliates 3 -

Cash payments for property, plant, and equipment (101) (96)

Proceeds from deferred purchase price of factored receivables 102 85

Other - 2

Net cash (used) provided by investing activities 31 (3)

Financing Activities

Proceeds from term loans and notes (2) 47

Repayments of term loans and notes (72) (63)

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

Borrowings on revolving lines of credit 1,896 31

Payments on revolving lines of credit (1,903)(1,111)

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

Distributions to noncontrolling interest partners (4) (16)

Other (5) 11

Net cash (used) provided by financing activities (91) (1,151)

Effect of foreign exchange rate changes on cash, cash equivalents, and (16) 18 restricted cash

Increase (decrease) in cash, cash equivalents, and restricted cash (124) (650)

Cash, cash equivalents, and restricted cash, beginning of period 719 1,371

Cash, cash equivalents, and restricted cash, end of period $ 595$721

Supplemental Cash Flow Information

Cash paid during the period for interest $ 62 $65

Cash paid during the period for income taxes, net of refunds $ 42 $39

Lease assets obtained in exchange for new operating lease liabilities $ 9 $7

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

Non-cash Investing Activities

Period end balance of accounts payable for property, plant, and equipment $ 73 $79

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

ATTACHMENT 1



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



Nine Months Ended September 30,

2021 2020

Operating Activities

Net income (loss) $ 129$(1,646)

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

Goodwill and intangible impairment charges - 383

Depreciation and amortization 447 481

Deferred income taxes 8 302

Stock-based compensation 18 13

Restructuring charges and asset impairments, net of cash paid (17) 529

Change in pension and other postretirement benefit plans (22) (49)

Equity in earnings of nonconsolidated affiliates (47) (26)

Cash dividends received from nonconsolidated affiliates 58 18

Loss (gain) on sale of assets and other 8 1

Changes in operating assets and liabilities:

Receivables (451) (429)

Inventories (194) 303

Payables and accrued expenses 11 242

Accrued interest and accrued income taxes 24 23

Other assets and liabilities 3 10

Net cash (used) provided by operating activities (25) 155

Investing Activities

Proceeds from sale of assets 39 8

Net proceeds from sale of business 1 3

Proceeds from sale of investment in nonconsolidated affiliates 6 -

Cash payments for property, plant, and equipment (286) (308)

Proceeds from deferred purchase price of factored receivables 356 176

Other - 3

Net cash (used) provided by investing activities 116 (118)

Financing Activities

Proceeds from term loans and notes 836 143

Repayments and extinguishment costs of term loans and notes (1,011)(196)

Debt issuance costs of long-term debt (13) (16)

Borrowings on revolving lines of credit 4,772 4,852

Payments on revolving lines of credit (4,774)(4,647)

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

Net increase (decrease) in bank overdrafts - 9

Distributions to noncontrolling interest partners (12) (18)

Collections (payments) on securitization programs, net and other (76) 10

Net cash (used) provided by financing activities (280) 136

Effect of foreign exchange rate changes on cash, cash equivalents, and (19) (18) restricted cash

Increase (decrease) in cash, cash equivalents, and restricted cash (208) 155

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

Cash, cash equivalents, and restricted cash, end of period $ 595$721

Supplemental Cash Flow Information

Cash paid during the period for interest $ 162$188

Cash paid during the period for income taxes, net of refunds $ 104$114

Lease assets obtained in exchange for new operating lease liabilities $ 35 $61

Non-cash inventory charge due to aftermarket product line exit $ 44 $73

Non-cash Investing Activities

Period end balance of accounts payable for property, plant, and equipment $ 73 $79

Deferred purchase price of receivables factored in the period $ 368$197

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 (millions, except per share amounts)



Q3 2021 Q3 2020

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

Earnings (Loss) Measures $ 15 $0.17$ 10 $ (34) $125$272 $(499) $(6.12)$ 19 $(648) $236$ 387

Adjustments:

Restructuring and related expenses ^(5) - - - - - - 23 0.28 - (2) 25 24

Anti-dumping duty charge ^(6) 3 0.03 - - 3 3 - - - - - -

Asset impairments^ (7) 1 0.01 - - 1 1 3 0.04 - - 3 3

Other costs (including strategic and transaction related)^ (8)2 0.03 - - 2 2 4 0.06 - - 4 4

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

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

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

Net tax adjustments ^(11) (7) (0.08)- (7) - - 526 6.45 - 526 - -

Adjusted Net income, EPS, NCI, Tax, EBIT, and EBITDA ^(4) $ 15 $0.17$ 10 $ (41) $132$279 $27 $0.33 $ 19 $(124) $238$ 388

Q3 2021

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net income (loss) attributable to Tenneco Inc. $15

Net income (loss) attributable to noncontrolling interests 10

Net income (loss) 25

Income tax (expense) benefit (34)

Interest expense (66)

EBIT, Earnings (Loss) before interest expense, 125 income taxes and noncontrolling interests

Depreciation and amortization 147

Total EBITDA including noncontrolling interests ^(3) $111 $42 $138 $ 71 $362$(90) $272

Restructuring and related expenses ^(5) - (5) (1) 3 (3) 3 -

Anti-dumping duty charge ^(6) 3 - - - 3 - 3

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

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

Other costs (including strategic and transaction related) ^(8)- - - - - 2 2

Adjusted EBITDA ^(4) $115 $38 $137 $ 74 $364$(85) $279



Q3 2020*

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

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

Net income (loss) attributable to noncontrolling interests 19

Net income (loss) (480)

Income tax (expense) benefit (648)

Interest expense (68)

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

Depreciation and amortization 151

Total EBITDA including noncontrolling interests ^(3) $138 $46 $149 $ 88 $421$(34) $387

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

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

Other costs (including strategic and transaction related) ^(8)- (2) (1) - (3) 7 4

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

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

Adjusted EBITDA ^(4) $131 $55 $149 $ 101 $436$(48) $388

* 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) Q3 2020 includes $1 million of depreciation related to restructuring andrelated expenses.

(6) Anti-dumping duty charges.

(7) Asset impairment charges.

(8) Amounts in Q3 2020 included costs related to acquisitions and expectedseparation.

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

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

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

ATTACHMENT 2



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



Q3 2021 YTD Q3 2020 YTD

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

Earnings (Loss) Measures $70 $0.83$ 59 $(122) $456$903 $(1,688) $(20.75)$ 42 $(453) $(984)$(503)

Adjustments:

Restructuring and related expenses ^(5) 57 0.68 - (5) 62 59 136 1.66 - (35) 171 163

Anti-dumping duty charge ^(6) 3 0.03 - - 3 3 - - - - - -

Inventory write-down ^(7) 44 0.53 - - 44 44 54 0.66 - (19) 73 73

Asset impairments ^(8) 5 0.05 - 1 4 4 396 4.87 7 (100) 503 503

Other costs (including strategic and transaction related)^ (9)15 0.18 - - 15 15 29 0.37 - (8) 37 37

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

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

Loss on sale of unconsolidated JV affiliate 2 0.03 - - 2 2 - - - - - -

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

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

Noncontrolling interests adjustments ^(12) - - - - - - 11 0.14 (11) - - -

Net tax adjustments ^(13) (14) (0.16)- (14) - - 543 6.67 - 543 - -

Adjusted Net income, EPS, NCI, Tax, EBIT, and EBITDA ^(4) $174 $2.08$ 59 $(141) $579$1,023 $(174) $(2.13) $ 43 $(84) $162 $635

Q3 2021 YTD

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

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

Net income (loss) attributable to noncontrolling interests 59

Net income (loss) 129

Income tax (expense) benefit (122)

Interest expense (205)

EBIT, Earnings (Loss) before interest expense, 456 income taxes and noncontrolling interests

Depreciation and amortization 447

Total EBITDA including noncontrolling interests ^(3) $280 $117 $430 $ 280 $1,107$(204) $903

Restructuring and related expenses ^(5) 8 8 10 22 48 11 59

Anti-dumping duty charge ^(6) 3 - - - 3 - 3

Inventory write-down ^(7) 44 - - - 44 - 44

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

Asset impairments ^(8) 2 - - - 2 2 4

Loss on sale of unconsolidated JV affiliate - 2 - - 2 - 2

Other costs (including strategic and transaction related) ^(9)- - - - - 15 15

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

Adjusted EBITDA ^(4) $338 $127 $440 $ 302 $1,207$(184) $1,023



Q3 2020 YTD*

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

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

Net income (loss) attributable to noncontrolling interests 42

Net income (loss) (1,646)

Income tax (expense) benefit (453)

Interest expense (209)

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

Depreciation and amortization 481

Total EBITDA including noncontrolling interests ^(3) $46 $(691) $265 $ 46 $(334)$(169) $(503)

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

Inventory write-down ^(7) 73 - - - 73 - 73

Asset impairments ^(8) 27 455 - 4 486 17 503

Other costs (including strategic and transaction related) ^(9)- (2) 3 - 1 36 37

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

Goodwill and intangible impairment charges ^(11) 110 232 - 41 383 - 383

Adjusted EBITDA ^(4) $275 $59 $291 $ 141 $766 $(131) $635

* 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) Q3 YTD 2021 and Q3 YTD 2020 includes $3 million and $7 million ofaccelerated depreciation related to plant closures, respectively. Q3 YTD 2020also includes $1 million depreciation related to restructuring and relatedexpenses.

(6) Anti-dumping duty charges.

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

(8) Asset impairment charges.

(9) Amounts in Q3 YTD 2020 included costs related to acquisitions and expectedseparation.

(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) Amount in Q3 YTD 2020 relates to adjustments made to mark certainredeemable noncontrolling interests to their redemptionvalues.

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

ATTACHMENT 2



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



Q3 2021

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net sales and operating revenues $769 $686 $1,936 $941 $4,332 $- $4,332

Less: Substrate sales - - 1,039 - 1,039 - 1,039

Value-add revenues $769 $686 $897 $941 $3,293 $- $3,293



EBITDA $111 $42 $138 $71 $362 $(90) $272

EBITDA as a % of revenue 14.4% 6.1% 7.1% 7.5% 8.4% 6.3%

EBITDA as a % of value-add revenue 14.4% 6.1% 15.4% 7.5% 11.0% 8.3%



Adjusted EBITDA $115 $38 $137 $74 $364 $(85) $279

Adjusted EBITDA as a % of revenue 15.0% 5.5% 7.1% 7.9% 8.4% 6.4%

Adjusted EBITDA as a % of value-add revenue15.0% 5.5% 15.3% 7.9% 11.1% 8.5%



Q3 2020

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net sales and operating revenues $730 $679 $1,919 $928 $4,256 $- $4,256

Less: Substrate sales - - 961 - 961 - 961

Value-add revenues $730 $679 $958 $928 $3,295 $- $3,295



EBITDA $138 $46 $149 $88 $421 $(34) $387

EBITDA as a % of revenue 18.9% 6.8% 7.8% 9.5% 9.9% 9.1%

EBITDA as a % of value-add revenue 18.9% 6.8% 15.6% 9.5% 12.8% 11.7%



Adjusted EBITDA $131 $55 $149 $101 $436 $(48) $388

Adjusted EBITDA as a % of revenue 17.9% 8.1% 7.8% 10.9% 10.2% 9.1%

Adjusted EBITDA as a % of value-add revenue17.9% 8.1% 15.6% 10.9% 13.2% 11.8%



Q3 2021 YTD

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net sales and operating revenues $2,282 $2,188 $6,084 $3,092 $13,646 $- $13,646

Less: Substrate sales - - 3,208 - 3,208 - 3,208

Value-add revenues $2,282 $2,188 $2,876 $3,092 $10,438 $- $10,438



EBITDA $280 $117 $430 $280 $1,107 $(204) $903

EBITDA as a % of revenue 12.3% 5.3% 7.1% 9.1% 8.1% 6.6%

EBITDA as a % of value-add revenue 12.3% 5.3% 15.0% 9.1% 10.6% 8.7%



Adjusted EBITDA $338 $127 $440 $302 $1,207 $(184) $1,023

Adjusted EBITDA as a % of revenue 14.8% 5.8% 7.2% 9.8% 8.8% 7.5%

Adjusted EBITDA as a % of value-add revenue14.8% 5.8% 15.3% 9.8% 11.6% 9.8%





Q3 2020 YTD

Global Segments

MotorpartsPerformanceClean AirPowertrainTotal CorporateTotal Solutions

Net sales and operating revenues $1,995 $1,726 $4,604 $2,404 $10,729 $- $10,729

Less: Substrate sales - - 2,284 - 2,284 - 2,284

Value-add revenues $1,995 $1,726 $2,320 $2,404 $8,445 $- $8,445



EBITDA $46 $(691) $265 $46 $(334) $(169) $(503)

EBITDA as a % of revenue 2.3% (40.0)% 5.8% 1.9% (3.1)% (4.7)%

EBITDA as a % of value-add revenue 2.3% (40.0)% 11.4% 1.9% (4.0)% (6.0)%



Adjusted EBITDA $275 $59 $291 $141 $766 $(131) $635

Adjusted EBITDA as a % of revenue 13.8% 3.4% 6.3% 5.9% 7.1% 5.9%

Adjusted EBITDA as a % of value-add revenue13.8% 3.4% 12.5% 5.9% 9.1% 7.5%

(1) U.S. Generally Accepted AccountingPrinciples.

(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 adjustedEBITDA.

ATTACHMENT 2



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



% Change Q3 2020 Value- Volume, MixQ3 2021 Value-increase add Revenues Currencyand Other add Revenues (decrease) excluding currency

Motorparts $ 730 $ 8 $31 $769 4.2 %

Performance Solutions679 14 (7) 686 (1.0) %

Clean Air 958 16 (77) 897 (8.0) %

Powertrain 928 15 (2) 941 (0.2) %

Total Tenneco Inc. $ 3,295 $ 53 $(55) $3,293 (1.7) %



% Change Q3 2020 YTD Volume, MixQ3 2021 YTD increase Value-add Currencyand Other Value-add (decrease) Revenues Revenues excluding currency

Motorparts $ 1,995 $ 36 $251 $2,282 12.6 %

Performance Solutions1,726 73 389 2,188 22.5 %

Clean Air 2,320 74 482 2,876 20.8 %

Powertrain 2,404 91 597 3,092 24.8 %

Total Tenneco Inc. $ 8,445 $ 274 $1,719 $10,438 20.4 %

(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 (in millions, except ratios)



September 30,September 30, 2021 2020

Total debt $5,128 $5,772

Total cash, cash equivalents and restricted cash (total cash) 595 721

Debt net of total cash balances ^(1) $4,533 $5,051

Adjusted LTM EBITDA including noncontrolling interests ^(2) (3)$1,433 $922

Net leverage ratio ^(4) 3.2x 5.5x





Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q3 2021 LTM

Net income (loss) attributable to Tenneco Inc. $167 $65 $(10) $15 $237

Net income (loss) attributable to noncontrolling interests 19 22 27 10 78

Net income (loss) 186 87 17 25 315

Income tax (expense) benefit (6) (47) (41) (34) (128)

Interest expense (68) (70) (69) (66) (273)

EBIT, Earnings (Loss) before interest expense, 260 204 127 125 716 income taxes and noncontrolling interests

Depreciation and amortization 158 155 145 147 605

Total EBITDA including noncontrolling interests ^(2) $418 $359 $272 $272 $1,321



Adjustments:

Restructuring and related expenses 6 28 31 - 65

Anti-dumping duty charge ^(5) - - - 3 3

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

Other costs (including strategic and transaction related) ^(7)1 8 5 2 16

Asset impairments ^(8) - - 3 1 4

Loss on sale of unconsolidated JV affiliate - - 1 1 2

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

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

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

Total Adjusted EBITDA including noncontrolling interests ^(3) $410 $388 $356 $279 $1,433





Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q3 2020 LTM

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

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

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

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

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

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

Depreciation and amortization 170 171 159 151 651

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



Adjustments:

Restructuring and related expenses 36 34 105 24 199

Inventory write-down ^(6) - - 82 (9) 73

Other costs (including strategic and transaction related) ^(7)30 25 8 4 67

Asset impairments ^(8) - 471 29 3 503

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

Goodwill and intangible impairment charges ^(11) 172 383 - - 555

Cost reduction initiatives ^(12) (1) - - - (1)

Costs to achieve synergies ^(13) 8 - - - 8

Purchase accounting charges ^(14) 2 - - - 2

Process harmonization ^(15) 16 - - - 16

Pension charges/adjustments ^(16) (2) - - - (2)

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

(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 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.

(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) Net leverage ratio represents ratio of debt net of total cash balances toadjusted LTM EBITDA including noncontrolling interests. Tenneco presents theabove reconciliation of the net leverage ratio to show trends that investorsmay find useful in understanding the company's ability to service its debt. Forpurposes of this calculation, Adjusted LTM EBITDA including noncontrollinginterests is used as an indicator of the company's performance and debt net oftotal cash is presented as an indicator of the company's credit position andprogress toward reducing the company's financial leverage. This reconciliationis provided as supplemental information and not intended to replace thecompany's existing covenant ratios or any other financial measures thatinvestors may find useful in describing the company's financial position. Seenotes (1), (2) and (3) for a description of the limitations of using debt netof total cash, EBITDA including noncontrolling interests and Adjusted EBITDAincluding noncontrolling interests. See the company's fourth quarter earningsrelease dated February 24, 2021 for the calculation of net leverage ratio as ofDecember 31, 2020.

(5) Anti-dumping duty charge.

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

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

(8) Asset impairment charges.

(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) Charges related to pension derisking and other adjustments.

ATTACHMENT 2



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



Q3 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$ 2,439 $ 757 $1,136 $4,332

Less: Substrate sales 837 160 42 1,039

Value-add revenues $ 1,602 $ 597 $1,094 $3,293



Q3 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$ 2,691 $ 522 $1,043 $4,256

Less: Substrate sales 835 101 25 961

Value-add revenues $ 1,856 $ 421 $1,018 $3,295



Q3 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$ 7,945 $ 2,319 $3,382 $13,646

Less: Substrate sales 2,614 471 123 3,208

Value-add revenues $ 5,331 $ 1,848 $3,259 $10,438



Q3 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$ 6,384 $ 1,461 $2,884 $10,729

Less: Substrate sales 1,909 311 64 2,284

Value-add revenues $ 4,475 $ 1,150 $2,820 $8,445





% Change Q3 2020 Volume, Q3 2021 increase Value-add CurrencyMix and Value-add (decrease) Revenues Other Revenues excluding currency

Original equipment light vehicle revenues $1,856 $42 $(296)$1,602 (15.9) %

Original equipment commercial truck, off-highway,421 16 160 597 38.0 % industrial and other revenues

Aftermarket & original equipment service revenues1,018 (5) 81 1,094 8.0 %

Total Tenneco Inc. $3,295 $53 $(55) $3,293 (1.7) %





Q3 2020 Q3 2021 % Change YTD Value- Volume, YTD Value-increase add CurrencyMix and add (decrease) Revenues Other Revenues excluding currency

Original equipment light vehicle revenues $4,475 $167 $689 $5,331 15.4 %

Original equipment commercial truck, off-highway, 1,150 99 599 1,848 52.1 % industrial and other revenues

Aftermarket & original equipment service revenues2,820 8 431 3,259 15.3 %

Total Tenneco Inc. $8,445 $274 $1,719$10,438 20.4 %

(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.